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HomeMy WebLinkAboutContract 46928 10 CITY SECRETARY 1 CIDRECEIVED CONTRACT NO. 1 .,. --I AUG 12 2015 CITY OF FORT WORTH w5 CITYSECRETARY LOCATION USE AGREEMENT ccs V This Location Use Agreement ("Agreement") is made and entered into this 30 day of June, 2015 (the "Agreement"), by and between City of Fort Worth, a home-rule municipal corporation of the State of Texas ("City"), acting by and through its duly authorized Assistant City Manager, and Praetorian Group, doing business as PoliceOne.Com Academy ("Producer"), a California Corporation, acting by and through its duly authorized PoliceOne Academy Director. City and Producer are collectively referred to herein as the"Parties." 1. GRANT: For the term specified in Section 2 below, and any extensions thereof,City hereby grants to Producer, its affiliates, successors, assigns, licensees, employees, representatives, independent contractors, and suppliers (all of whom are included in the term "Producer") the right to enter upon the Bob Bolen Police and Fire Public Safety Training Center, which is situated at 505 W. Felix Street, Fort Worth, Texas 76115 ("Premises"), and to bring equipment thereon to use the Premises for the purpose of making still and motion pictures, commercials, trailers, and soundtrack recordings (individually and collectively, "Recordings") in connection with the production entitled "PoliceOne Academy -Body Camera Training " ("Production"). The Production shall consist of officers of the Fort Worth Police Department ("FWPD") providing instruction and training for three (3) training courses on Body Worn Cameras for Law Enforcement Officials. Producer shall make the Production available on PoliceOne.Com. 2. TERM: Producer may use the Premises as reasonably necessary for the photography and recording of the Production commencing at 7:00 a.m., Dates are July 28, 2015 and continuing until l l:30 p.m., TBD Summer 2015.("Term"). 3. TERMINATION: Either Party may terminate this Agreement at any time, with or without cause, by providing the other Party with thirty(30)days' written notice of termination. 4. CONSIDERATION: Producer agrees to provide City with a full access subscription service at the discounted rate of$3,500.00 a year for a period of three (3) years. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A", Quote for Full Subscription Service, more specifically describing the services to be provided hereunder. City shall pay Producer an amount not to exceed $3,500.00 per year in accordance with the provisions of this Agreement. Producer shall provide annual invoices to City. OFFICIAL RECORD CITY SECRETARY Location Use Agreement—City of Fort Worth/PoliceOne.Com FT. WORTH, TX Page I of 1 l 5. FISCAL FUNDING LIMITATION: In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement, then City will immediately notify Producer of such occurrence and this Agreement shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated. 6. OPTIONS: At any time within 6 months from the date upon which the Term ended and with City's prior written consent, Producer may re-enter the Premises for such period as may be reasonably necessary to photograph retakes or added scenes, subject to Producer's provision of additional consideration as mutually agreed to by the Parties. In addition, if Producer desires to make subsequent use of the Premises in connection with the Production, City hereby grants Producer an option for such use, subject to the mutual agreement of the Parties concerning the dates of use and any additional consideration to be provided by Producer. 7. PROTECTION AND RESTORATION OF PREMISES: Producer shall restore and yield said Premises, equipment, and all other properties belonging to City back to City at the expiration of this Agreement in the same condition as existed at the commencement of this Agreement and in which Producer found them, reasonable wear and tear excepted. Producer will pay the costs of repairing(to its condition immediately preceding the occurrence of such damage, reasonable wear and tear excepted) any damage that may be done to the Premises or the natural environment by any act of Producer or any of Producer's employees, agents, officers, or anyone visiting the Premises upon the invitation of Producer, excluding any such damage arising out of the negligence or misconduct of City, its employees, agents, or contractors. City shall, in its reasonable discretion, determine whether any damage has been done, the amount of the damage, the reasonable costs of repairing the damage, and whether, under the terms of the Agreement, Producer is responsible. City shall reasonably judge the quality of the maintenance and/or damage of the Premises, fixtures, structures, or the natural environment by the Producer. Producer shall remove from the Premises all equipment and temporary sets and other materials placed thereon by Producer. If there is a dispute as to whether Producer has repaired any damages to the Premises caused by Producer, City must first deliver to Producer a reasonably detailed list of those items that have not been repaired and provide Producer with a reasonable opportunity to inspect the Premises, but in no case less than seven (7) days after delivery of the list, to determine the need for further repairs, if any. Producer's use of the Premises is subject to the limitations set forth in Sections 16 and 18 of this Agreement. 8. RIGHTS: Producer, its successors, assigns, and licensees shall be and remain the sole owner of all Location Use Agreement—City of Fort Worth/PoliceOne.Com Page 2 of 1 1 Recordings. Producer shall own all rights of every kind in and to the Recordings and all motion pictures, videotapes, photographs, and other recordings and depictions made by Producer on or about the Premises, and may reproduce, exhibit, and otherwise exploit such recordings or other depictions, subject to the limitations set forth in this Agreement, made on or about the Premises in connection with the Production in any manner or media whatsoever(whether known or hereafter devised), in whole or in part,throughout the world in perpetuity, provided, however, that Producer represents and agrees that neither the Recordings nor the Production will in any way disparage the products of the City of Fort Worth and FWPD or depict the City of Fort Worth or FWPD in any manner or use that is, or that may claim to be, defamatory, untrue, or censorable in nature, or bring harm to the heritage and history of Fort Worth or be used in any other manner deemed inappropriate as determined in the sole discretion of the Fort Worth City Manager or the Chief of FWPD. Neither City nor any other party now or hereafter having an interest in the Premises shall have any right of action against Producer, its parent, subsidiary, or affiliated companies, their successors, assigns, or licensees, or the officers, directors, agents, or employees of each of them, arising out of use of the Recordings or depictions in connection with the Production. The City shall have the right to approve, require edits to, and to accept the Production footage prior to the Production being made available on PoliceOne.Com or any other website, medium, or platform. Producer shall not televise, broadcast, or release Production footage that has not received prior approval and acceptance from City. Should City determine that the Production footage depicts either City or FWPD in a derogatory or negative manner, City shall notify Producer as soon as reasonably practicable. Prior to televising, broadcasting, or releasing the objectionable footage, Producer shall consult with City. After the consultation, City shall make an additional determination regarding whether the footage depicts City or FWPD in a derogatory or negative manner. City shall notify Producer as soon as reasonably practicable regarding its determination. Any attempt by Producer to televise the footage that City has previously objected to, without obtaining written acceptance and approval from City, shall constitute a breach of this Agreement. 9. USAGE: Except as provided by Sections 3, 5, 16, 18, and 20 of this Agreement, City may not terminate or rescind the permission granted to Producer hereunder. In the event of any claim by City against Producer, whether or not material, City shall be limited to City's remedies at law for damages, if any, and City shall not be entitled to enjoin, restrain, or interfere with the filming, broadcast, exhibition, distribution, or other exploitation of any of Producer's audio-visual works, including, but not limited to the Production, or any of Producer's rights hereunder. City acknowledges and agrees that the Premises is Location Use Agreement—City of Fort Worth/PoliceOne.Com Page 3 of I I a primary location for use by Producer as part of the filming of the Production and that any interference with use thereof by Producer shall cause Producer substantial monetary and other damage that cannot be adequately compensated in an action at law for damages. Accordingly, without limiting any other right or remedy of Producer, City agrees that Producer shall be entitled to injunctive and other equitable relief to prevent any interference with use of the Premises by Producer hereunder. Nothing contained herein shall be construed to obligate Producer to use the Recordings, including without limitation, to exhibit the Production or any other program containing the Recordings, or to use any name connected with the Premises in connection with any program. 10. RELEASES FOR CITY EMPLOYEES: City hereby grants permission to Producer to record FWPD employees for the Production. However, Producer shall be responsible for obtaining signed releases from FWPD employees in a form provided by Producer. In addition, Producer shall obtain voluntary, written consent from all FWPD employees whose name, image, or likeness will be captured in the Recordings or Production. The voluntary, written consent must be obtained from the FWPD employee prior to the employee's participation in the filming of the Recordings and Program. City agrees to assist Producer in obtaining such signatures from FWPD employees. 11. THIRD-PARTY RELEASES: Producer acknowledges that City lacks legal authority to grant permission for the use of the names or likenesses of individuals who might appear in the Recordings or Production. Producer shall be solely and exclusively responsible and liable with respect to obtaining any filming and photography releases required with respect to persons and third-party property located on the Premises. At a minimum, Producer shall provide and post signage in the immediate vicinity of its filming locations at the Premises notifying members of the public that photographing and/or videotaping is being conducted. Producer agrees to RELEASE, INDEMNIFY, AND HOLD HARMLESS THE CITY FROM AND AGAINST ANY THIRD-PARTY CLAIM RELATING TO THE UNAUTHORIZED USE, FILMING, TAPING, RECORDING, OR PHOTOGRAPHING OF ANY INDIVIDUAL OR THIRD-PARTY PROPERTY. 12. ACCESS: All employees, agents, and representatives of Producer shall be escorted by a member of FWPD of Sergeant rank or above at all times while on Premises. All employees, agents, and representatives of Producer involved in filming and/or recording the Recordings and Program shall undergo a criminal history and warrants background check to be performed by City, and shall be cleared by City prior to entering Premises. 13. INDEMNIFICATION: PRODUCER AGREES TO DEFEND, INDEMNIFY AND HOLD CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, HARMLESS FROM AND Location Use Agreement—City of Fort Worth/PoliceOne.Com Page 4 of 1 I 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 CITY'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)PRODUCER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF PRODUCER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN CITY), OR SUBCONTRACTORS, RELATED TO PRODUCTION OR THE PERFORMANCE OF THIS AGREEMENT; 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. IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH PRODUCER AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. This section shall survive the expiration or termination of this Agreement. 14. INSURANCE: At its own expense and at all times during the term hereof, Producer shall procure and maintain insurance that fully covers the risks and indemnity obligations assumed by Producer, including general liability and Premises damage insurance. Producer shall carry insurance coverage with a company that is licensed to do business in Texas or otherwise approved by City. All applicable policies shall name City of Fort Worth as an additional insured thereon, as its interest may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to contracted services. Certificates of insurance evidencing that Producer has obtained all required insurance shall be delivered to City prior to Producer proceeding with any work pursuant to this Agreement. Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 15. WARRANTIES: City warrants, represents, and agrees that City is fully authorized to enter into this Agreement and has the right to grant to Producer the use of the Premises as described herein and to grant each of the rights herein granted. 16. FORCE MAJEURE: Location Use Agreement—City of Fort Worth/PoliccOnc.COm Page 5 of I 1 a. PRODUCER: If, because of illness of actors, director, or other essential artists and crew; weather conditions; defective film or equipment; or any other occurrence beyond Producer's control, Producer is unable to start work on the date designated above and/or work-in-progress is interrupted during the use of the Premises by Producer, Producer shall have the right, at Producer's election, to (a) suspend and/or extend the Term so that Producer may use the Premises at a later date to be mutually agreed upon by the Parties,or(b)terminate the Agreement. b. CITY: If, by reason of Force Majeure as hereinafter defined, City shall be rendered wholly or partially unable to carry out its obligations under this Agreement, then City shall give written notice of the particulars of such Force Majeure to Producer within a reasonable time after the occurrence thereof. The obligations of City, to the extent affected by such Force Majeure, shall be suspended during the continuance of the inability claimed and for no longer period, and City shall in good faith exercise its best efforts to remove and overcome such inability. Producer hereby waives any claim against City for damages by reason of any delay due to Force Majeure. The term "Force Majeure" as utilized herein shall mean and refer to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or emergency by the federal, state, county, or City government in accordance with applicable law; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control. 17. COPYRIGHT AND IMAGE PROTECTION: The Parties to this Agreement acknowledge that title to, ownership of, exclusive right to use, and license others to use, the Molly logo, FWPD badge, FWPD Department patch(and all copies and portions thereof) ("collectively,the Marks and Copyrights") and all applicable rights to patents, copyrights, trademarks, trade secrets and other intellectual property in the Molly logo, FWPD badge, FWPD patch and derivative works, is permanently and irrevocably vested in City and shall remain with the City notwithstanding the use permitted pursuant to this Agreement. Producer, its designees, and assignees, may not use the designated Marks or Copyrights of the City of Fort Worth or the FWPD or authorize such use on any internet website or on any other on-line site, except as specifically approved by the City of Fort Worth and the FWPD. Producer, its designees, or assignees, shall not have the right or license to manufacture or cause the production of merchandise items bearing the designated mark or copyright. Each use of Designated Marks and Copyrights must specifically be approved in writing in advance by City, and in all events must comply with the procedures set forth within the FWPD General Orders. This section shall survive the expiration or termination of this Agreement. Location Use Agreement—City of Fort Worth/PoliceOne.Com Page 6 of I 1 18. INTERFERENCE WITH CITY OPERATIONS: Producer's making of the Recordings shall not materially interfere with City's operations and activities. If at any time, City through the Assistant City Manager or the Chief of FWPD, reasonably determines in good faith that the Recordings activity materially interferes with City's operations and activities, City will meet with Producer to address their concerns as applicable and the parties will make a reasonable effort to rectify the concern. Producer agrees to use reasonable care to prevent damage to the Locations. 19. CITY ACCESS TO RECORDINGS: Producer shall provide website links to video clips from the Program to City which City may link to from its own websites and social media pages owned or operated by City no earlier than one month(1)after the release of the Recordings on PoliceOne.Com. 20. COMPLIANCE WITH LAWS, ORDINANCES, RULES, AND REGULATIONS: Producer covenants and agrees that it shall not engage in any unlawful use of the Premises. Producer further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees, or invitees to engage in any unlawful use of the Premises, and Producer immediately shall remove from the Premises any person engaging in such unlawful activities. Any continued, uncured, unlawful use of the Premises by Producer, following written notice thereof to Producer, shall constitute a breach of this Agreement. Producer agrees to comply with all federal, state, and local laws; all ordinances, rules, and regulations of City of Fort Worth; all rules and regulations established by the Public Events Department Director; and all rules and regulations adopted by the Fort Worth City Council pertaining to the conduct required on the Premises, as such laws, ordinances, rules, and regulations exist or may hereafter be amended or adopted. If City notifies Producer or any of its officers, agents, employees, contractors, subcontractors, licensees, or invitees of any violation of such laws, ordinances, rules, or regulations,Producer shall use best efforts to bring an end to and correct the violation. 21. SECURITY: Nothing herein shall make City liable for, or a guarantor of, safety of persons or property on the subject Premises herein. Producer acknowledges that Producer is not relying on City to provide security services and that the City has made no representations with respect thereto. Producer shall be solely responsible for all costs and expenses associated with security systems and/or personnel employed by Producer to protect Producer's property, with any such security arrangements as might affect the Premises being subject to City's approval. 22. HOMELAND SECURITY: If the United States Department of Homeland Security issues a Level Orange or Level Red Alert, City may, in its sole discretion,terminate the Agreement immediately. Location Use Agreement—City of Fort North/PoliceOne.Com Page 7 of I 1 23. VENUE AND JURISDICTION: If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas—Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 24. GOVERNMENTAL POWERS: Both Parties agree and understand that City does not waive or surrender any of its governmental powers by execution of this Agreement. 25. SOLICITATION OF EMPLOYEES: Neither City nor Producer shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. 26. NON 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 Producer's right to assert or rely on any such term or right on any future occasion. 27. DISCLOSURE OF CONFLICTS: Producer hereby warrants to City that Producer has made full disclosure in writing of any existing or potential conflicts of interest related to Producer's provision of the Services. In the event that any conflicts of interest arise after the execution of this Agreement, Producer hereby agrees to make full disclosure to City in writing immediately upon learning of such conflict. 28. RIGHT TO AUDIT: Producer agrees that City shall, until the expiration of three (3)years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Producer involving transactions relating to this Agreement. Producer agrees that City shall have access during normal working hours to all necessary Producer facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Producer reasonable advance notice of intended audits. 29. NOTICES: All written notices called for or required by this Agreement shall be addressed to the following,or such other party or address as either party designates in writing,by certified mail, postage prepaid,or by hand delivery: Location Use Agreement—City of Fort Worth/PoliceOne.Com Page 8 of I I If to City of Fort Worth If to Producer City of Fort Worth Praetorian Group Attn: Assistant City Manager Attn: Nicole Forzano 1000 Throckmorton Street 8501 Wade Blvd. #310 Fort Worth,Texas 76102 Frisco, TX 75034 With copy to: Victoria D. Honey Assistant City Attorney 1000 Throckmorton Street Fort Worth,Texas 76102 30. COUNTERPARTS: This Agreement may be executed by the Parties in several counterparts, each of which shall be deemed to be an original copy. 31. CONTRACT CONSTRUCTION: 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 shall not be employed in the interpretation of this Agreement or exhibits hereto. 32. PARAGRAPH HEADINGS: The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 33. SEVERABILITY: In the event any one or more of the provisions contained in this Agreement should for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 34. ASSIGNMENT: Producer shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prior written consent of City. Any attempted assignment of subcontract without City's prior written approval shall be void and constitute a breach of this Agreement. 35. AMENDMENT: No amendment, modification, or alteration of the terms hereof shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the Parties. 36. ENTIRE AGREEMENT: This written instrument, together with Exhibit A, constitutes the entire Location Use Agreement—City of Fort Worth/PoliceOne.Com Page 9 of I I understanding between the parties concerning the use of the Premises hereunder, and any prior or contemporaneous,oral or written agreement that purports to vary from the terms hereof shall be void. 37. 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 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. [SIGNATURES APPEAR ON FOLLOWING PAGE] Location Use Agreement—City of Fort Worth/Policcone.Com Page 10 of 1 1 IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above. CITY OF FORT WORTH POLICEONE.COM ACADEMY By: By: Chief Rudy Jackson Name: Nicole Forzano Assistant City Manager Title: Director of Learning Academies APPROVAL RECOMMENDED: By: Chief Rhonda K. Robertson Chief of Police Q kO/�R00 � ATTEST: •� % ` °� a � /s o° '0 "oo� o City Sece y ®� � 0000000 AS APPROVED AS TO FOR`.i AND By: Victoria D. Honey, Assistant City Attomey No M&C Required A L RECORD CRETARY RTH, TX Location Use Agreement—City of Fort Worth/PoliceOne.Com Page I 1 of I I Quote Number 00003420 PRA,F-T OR1AAN POLICEONECOM 131 G 1 T'A L A ris b 200 Green Street Ste. 200, San Francisco, CA 94111 Phone:(415)962-8311 -Fax:(415)962-8340 Academy Contact Information Prepared By Nicole Forzano Created Date 4/13/2015 Phone 415-962-8341 Expiration Date 4/30/2015 E-mail nicole@policeone.com Department Information Account Name Fort Worth Police Department Address 1000 Calvert St Title Billing Fort Worth,TX 76107 Contact Name Gina Bennett Payment Type Invoice Email gina.bennett@fortworthtexas.gov Billing Contact Gina Bennett Contract Start Date 7/1/2015 Billing Notes -Video Trade Agreement in place for period of 3 years. -Fort Worth to provide video production facility and on camera instruction for three one-hour Body Camera courses including law enforcement consultation,and on camera instruction for video segments. -PoliceOne to provide full access subscription service at discounted rate for a period of three years. Notes on Full Subscription access for Officers and Subscription Dispatchers with tracking. Automatic monthly TCOLE reporting. Policy and custom course tool included. Contract End Date 6/30/2018 Subscription Platform Product Additional Product Information Standard Price Sales Price Accreditation TCOLE Reporting $2,000.00 $2,000.00 Subscription Users 1 $39,000.00 $1,500.00 Subtotal $41,000.00 Discounted Amount ($37,500.00) Contract Total $3,500.00 Terms&Conditions Billing:A yearly subscription billing period begins at the effective starting date of service as stated above.A payment is due in full at the beginning of the 12-month period unless otherwise specified. Cancel lation(Expiration:Term of subscription will be automatically renewed upon the expiration of the subscription using current rate card rates at the time of renewal. Thirty day written notice is required for any/all cancellations. Department Personnel Use Only: Passwords and videos can be used by all department personnel without limitation during the term of the subscription.Sharing department login access to the PoliceOne Academy or any downloaded or stored video content