HomeMy WebLinkAboutContract 43656-AD1 noz s, CRETAW
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THOMSON REUTERS"
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STATE OF TEXAS-COUNCIL ON COMPETITIVE GOVERNMENT COMPUTER
ASSISTED LEGAL AND INVESTIGATIVE RESEARCH SERVICES
CONTRACT RFO#CCG-CALIR-2010-01
Special Offer Amendment ("Amendment") to Subscriber Agreement for CLEAR Services between City of Fort Worth - Police
Department("Subscriber")and West Publishing Corporation("West")as follows:
1. Effect of Amendment. The underlying Subscriber
Agreement, including all schedules thereto ("Subscriber • From October 1, 2015 through July 31, 2016
Agreement"), between Subscriber and West is amended as ("Period 2"), the Period 2 Monthly Guarantee
specifically set forth herein to incorporate the terms and shall be$4,260.
conditions of this Amendment. As amended, the Subscriber
Agreement shall remain in full force and effect according to its • From August 1, 2016 through July 31, 2017
terms and conditions. All terms used in this Amendment shall ("Optional Period 3"), the Optional Period 3
have the meanings attributed to them in the Subscriber Monthly Guarantee shall be$4,473.
Agreement. This Amendment embodies the entire
understanding between the parties with respect to the subject • From August 1, 2017 through July 31, 2018
matter of this Amendment and supersedes any and all prior ("Optional Period 4"), the Optional Period 4
understandings and agreements, oral or written, relating to the Monthly Guarantee shall be$4,697.
subject matter. In the event there is a conflict between the terms
and conditions of the Subscriber Agreement and the terms and 3.2.Except as provided in paragraph 3.4 and 3.5 herein, all
conditions of this Amendment, the terms and conditions of this charges associated with the use of the following
Amendment shall control. Any modification to the terms and Services shall be included in the Monthly Guarantee:
conditions of this Amendment must be in writing and signed by
both parties. • CLEAR Investigator
• CLEAR Web Analytics
2. Term and Termination. This Amendment, which is . CLEAR Alerting(1000 alerts)
subject to approval and execution by West in St. Paul,
Minnesota, shall become effective on September 1, 2015 and 3.3. All other CLEAR Services shall not be included in the
shall continue in effect until July 31, 2016 (the "Term"). Monthly Guarantee and shall be billed to Subscriber at
Subscriber may, at its option and upon prior written notice to then current Schedule A rates, located at
West, extend the Term of this Amendment for two(2)additional lhttp://legalsolutions.com/schedule-a-clear-soa
one-year "Periods", as defined herein. Notwithstanding the C'Excluded Charges").
foregoing, this Amendment shall terminate simultaneously with
termination of the Subscriber Agreement. During the Term, 3.4. In the event Subscriber's actual charges(at then-current
Subscriber agrees not to exercise its right to terminate the Schedule A rates) exceed the then-current Monthly
Subscriber Agreement for any reason other than a material Guarantee by more than 20 times in any month, West
breach by West. The parties agree to enter into good faith may, at its option, limit access to live gateways
negotiations, regarding the terms and conditions of this thereafter, request that the parties enter into good faith
Amendment, if either party deems there is a material change in negotiations or, upon 10 days written notice to
Subscriber's organizational structure, including, but not limited Subscriber,terminate the Special Offer Amendment.
to a significant increase in the number of users, divestitures or
downsizing. 3.5. West may, at its option, make certain CLEAR Services
Excluded Charges if West is contractually bound or
3. Special Offer. otherwise required to do so by a data supplier or if
CLEAR Services are enhanced or if new services are
3.1. For each month during the remainder of the Term, released after the effective date of this Amendment.
Subscriber shall guarantee monthly fixed CLEAR
Charges/Service Charges as set forth below for all 4. Subscriber's Office(s), This Amendment shall be effective
CLEAR and associated ancillary services set forth in for Subscriber's offices as outlined on Exhibit 1 for CLEAR
paragraph 3.2 herein, regardless of Subscriber's actual Services.
usage.
OFFICIAL,,,n R�COM
• From September 1, 2015 through September C °' ��`p��`1��"� I�"t"j' Y
Wn1�v��@ i�'+'rim¢7� r;m v �!.
30, 2015 ("Period V), the Period 1 Monthly
Guarantee shall be$3,006. For,014,301"t,IX
00066124.0-City of Fort Worth Police Department_v9_External.doc-8/19/2015 9:42 AM �����""���CONFIDENTI L
- AL
5. Subscriber Certifications. Subscriber by his/her initials Subscriber to all personnel encouraging effective use of
below certifies and acknowledges understanding and acceptance CLEAR.
of the security limits of CLEAR and Subscriber's responsibility
for product,Internet and network access. 7. Confidential Information of West. Subscriber
acknowledges that West may use products, materials, or
Subscriber's Initials. Functionality of CLEAR methodologies proprietary to West. Subscriber agrees that
cannot and does not limit access to non-West Internet sites. West's provision of services under this Agreement shall not be
It is the responsibility of Subscriber to control access to the grounds for Subscriber to have or obtain any rights in such
Internet. By his/her initials, Subscriber acknowledges its proprietary products, materials, or methodologies unless the
understanding and acceptance of the security limits of parties have executed a separate written agreement with respect
CLEAR and Subscriber's responsibility for controlling thereto. Subscriber agrees that it will not disclose any of West's
Internet access. information designated as "CONFIDENTIAL," unless required
to do so under Texas law. If either party is directed or ordered to
Subscriber's Initials. Subscriber certifies that it provide or disclose any information or matter by public authority
shall be responsible for controlling network access to the or otherwise required to do so by law, such party shall promptly
Internet or internal Subscriber sites. Subscriber agrees to notify the party whose information is being provided or
provide its own firewall, proxy servers or other security disclosed.
technologies as well as desktop security to limit access to
the CLEAR URL and West software. Subscriber must 8. Modification to Subscriber Agreement. Paragraph 3(a)(vi)
design, configure and implement its own security relating to Regulated Data Restrictions is hereby deleted in its
configuration. entirety and replaced with the following:
9-Subscriber's Initials. Subscriber shall not use any vi. Subscriber represents and warrants that it is the end user of
data, and shall not distribute any data to a third party for Regulated Data and shall limit use and dissemination of
use, in a manner contrary to or in violation of any applicable Regulated Data solely to the permissible uses stated by
federal, state or local law, rule or regulation or in any Subscriber in the application and online (Subscriber's
manner inconsistent with the Subscriber Agreement. "Permissible Use"). Unless required under Texas law,
Subscriber agrees to keep confidential and shall not disclose
0+6 Subscriber's Initials. CLEAR will be accessed by any Regulated Data except to Subscriber employees in the
Subscriber employees only for administrative or internal United States of America whose duties reasonably require
business purposes. All such access use will fully comply access to such Regulated Data to carry out Subscriber's
with the following restrictions: Permissible Use.
• In no event shall anyone other than approved
Subscriber employees be provided access to or control
of any terminal with access to CLEAR or CLEAR data.
• Terminals with CLEAR access, access credentials, and
CLEAR data will be in secured locations that do not
provide inmate/detainee access.
• No access shall be outsourced or otherwise provided to
third parties.
• Subscriber shall be solely responsible for ensuring that
no sensitive information is made available beyond its
stated permissible use.
6. Support and Training. Subscriber hereby commits to
actively pursue a policy of effective use of CLEAR Services. To
this end, Subscriber(with the support of West)will work toward
establishing programs relating to effective use of CLEAR,
including:
(i) training in the use of CLEAR,at no charge,by West for
all appropriate personnel;
(ii) additional ongoing programs presented by West and
supported by Subscriber to update and train its
personnel to enhance their understanding and use of
CLEAR;and
(iii)the distribution of a memo or other communication by
00066124.0-City of Fort Worth-Police Department_0 External.doc-8/19/2015 9:42 AM CONFIDENTIAL
West Publishing Corporation
By
Title
Date
Date and Time Received by West in St. Paul,Minnesota:
City of Fort Worth-Police Department
By(signature) A
Name(please print) &J'-eA 1�
Date
Subscriber Name
Subscriber's Address
Telephone Number
This offer expires August 26,2015 at 7:00 p.m. CT.
JLK
8/19/2015
00066124.0-City of Fort Worth-Police Department_0_External.doc-8/19/2015 9:42 AM CONFIDENTIAL
Special Offer Billing Options
Only applicable to Subscribers with multiple locations and must
be completed and returned with the Special Offer Amendment
„ Default
UNLESS OTHERWISE SPECIFIED, THE SUBSCRIBER ORGANIZATION W,, L
RECEIVE ONE COMBINED MONTHLY INVOICE AND A COPY OF ,,EACH
PARTICIPATING ACCOUNT'S LOCATION ACCOUNT LEVEL REPOR -ALL
MAILED TO THE PAYER ACCOUNT OFFICE.
Asks
Subs'briber's current billing arrangement should remain unchanged.
Alternative �
Each account will be billed separately, each receiving an rivoice and a location account
level report. Spe' ial offer adjustments will be allocated to the individual accounts based on
their actual usage charges.
Alternative#3
An invoice and location ahccount level report ill be created for each office, allocating
special offer adjustments t '�individual accounts based on their actual usage charges,
however each account invoiCP, and asso�iated location account level reports will be
independently mailed to the account n fed below rather than to the invoiced account
location.
Mail to Account:
00066124.0-City of Fort Worth-Police Department_0_External.doe-8/19/2015 9:42 AM CONFIDENTIAL
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HOMSON REUTERS.
Research Subscriber Agreement
RESEARCH SUBSCRIBER AGREEMENT ("Subscriber Agreement") entered into between "Subscriber" and WEST PUBLISHING CORPORATION, a
Thomson Reuters business("West")regarding certain West research services,as follows:
1. License Grant. West grants Subscriber a non-exclusive, non- Subscriber. Subscriber may also include downloaded Data in briefs
transferable, worldwide, limited license to access and use, in accordance prepared for a specific cause of action for a specific court in an electronic
with the provisions expressly set forth herein, the Data (as defined below), format. Distribution or dissemination of such downloaded Data in connection
features, services, remotely-accessed gateways, and other components of with, or as part of a brief must be limited to the court before which the cause
the products named and described in the Agreement (as defined below) of action is to be heard, the parties to the cause of action, or their
(collectively, the "Product")which may change from time to time. Access to representatives. All other direct transmission of electronic copies by
certain Data may be restricted. Subscriber is prohibited.
a. Usage. Subject to the restrictions set forth in paragraph 2(License 2. License Restrictions.
Restrictions) below, Subscriber may use the Product(s), including Data (as a. Usage Restrictions. Subscriber shall not copy,download,scrape,
defined below) in the regular course of Subscriber's business, legal, and store, publish, post, transmit, retransmit, transfer, distribute, disseminate,
other research and related work subject to the limitations contained herein. broadcast, circulate, sell, resell, license, sublicense or otherwise use the
"Data" means all information and representations of information, including, Data, or any portion of the Data, in any form or by any means except as
but not limited to, graphical representations, and other content made expressly permitted by paragraph 1 (License Grant) above, or as otherwise
available to Subscriber through the Product. Subscriber may: (i) display expressly permitted in writing by West. Subscriber shall not reverse
Data internally; (ii) quote and excerpt from Data (appropriately cited and engineer, decompile, disassemble, or otherwise attempt to discern the
credited) by electronic cutting and pasting or other means in memoranda, source code of the Products, their components, or any avenue by which
briefs, reports, and similar work product created by Subscriber in the regular Products are accessed. Subscriber shall not use Data(including printouts or
course of Subscriber's research and work; and (iii) to the extent not downloaded Data) as a component of or as a basis for any material offered
expressly prohibited by the terms of the Agreement, use Data as permitted for sale,license or distribution to third parties.
under the fair use provision of the Copyright Act(17 U.S.C.A.§107). b. Compliance with Applicable Law. Subscriber shall not use any
b. Storage. Subscriber may store, on a matter-by-matter basis, Data and shall not distribute any Data to a third party for use in a manner
insubstantial portions of Data in Subscriber's database, maintained in contrary to or in violation of any applicable federal, state, or local law, rule or
connection with an active matter being handled by Subscriber in its regular regulation.
course of business ("Project Database"). Such database must consist c. Copyright Notices. Subscriber shall not remove or alter any
preponderantly of Subscriber's work product, with access to Data limited to copyright notices from any saved, downloaded, or otherwise reproduced
internal users who have a need to know such information. Subscriber may Data. Subscriber shall indicate that use of,distribution, and dissemination of
maintain Data in the Project Database until the file or case becomes inactive Data is with the permission of West.
or until any termination of the Agreement,whichever occurs first. Subscriber
may also store insubstantial portions of Data in accordance with Subscriber's 3. Regulated Data. Certain Data available through the Products is
records retention policies, provided that such policies are in keeping with subject to heightened regulatory scrutiny under state and federal law
prevailing industry standards. For purposes of the Agreement, the term ("Regulated Data").
"insubstantial portions"means amounts of Data that(a)have no independent a. Regulated Data Restrictions
value other than as part of Subscriber's work product; and (b) could not be I. Subscriber acknowledges that West provides Regulated Data
used in any way in whole or in part as a substitute for any service or product to support Subscriber's own processes and decisions, and
provided by West, any affiliate of West, or any third-party that licenses, Subscriber should not deny any service or access based
contributes, or otherwise provides Data, features, or other materials to West solely on Regulated Data provided through the Product or
for inclusion in the Product("Contributor"). results provided by West. Subscriber is responsible for any
c. Print Outs. Provided that all printouts and other reproductions of denial of services or access and Subscriber will not deny such
Data retain, unaltered, all proprietary notices appearing on such services or access without first conducting its own appropriate
reproductions, Subscriber may print, or otherwise reproduce, in hard copy internal review in conjunction with its decision-making
form, insubstantial portions of Data in Subscriber's regular course of process.
business and share such printouts: (i) with Subscriber's clients in relation to ii. West is not a consumer reporting agency, and Subscriber
specific, ascertainable matters; and/or (ii) as required or reasonably certifies that it will not use any Data as a factor in establishing
necessary,to regulatory agencies,court officials,or parties to legal actions in a consumer's eligibility for credit or insurance to be used
which Subscriber is directly involved. primarily for personal, family, or household purposes, for
d. Electronic Distribution. Subscriber may, on an occasional basis employment purposes, or for any other purpose authorized
and via Product functionality, direct West to transmit individual documents in under section 1681b of the Fair Credit Reporting Act (15
electronic format to individual internal user(s), and to individual third parties U.S.C.A.§1681b).
in connection with actual, ascertainable matters being handled by
12/1/14 SAMInet 910.dot
iii. Subscriber acknowledges that access to Regulated Data, misuse of Regulated Data by Subscriber (or any other party receiving such
available through the Product, including but not limited to Regulated Data from or through Subscriber); and (ii) Subscriber's breach of
credit header Data, motor vehicle Data, driver license Data, any representation, or warranty, or other provision of this Subscriber
and voter registration Data is regulated by state or federal Agreement relating to its use of or purpose in using Regulated Data. This
laws, such as the Gramm Leach Bliley Act ("GLBA"), the provision shall not be interpreted to impose on Subscriber liability for the
Driver's Privacy Protection Act ("DPPA"), or other state or actions of West.
federal laws and regulations, or is subject to Contributor
restrictions. 4. Rights in Data. Except for the license granted in this Subscriber
iv. If Subscriber is permitted to purchase motor vehicle records Agreement, all rights, title, and interest in the Product, including Data, in all
("MVR Data") from West, without in any way limiting languages,formats,and media throughout the world,including all copyrights,
Subscriber's obligations to comply with all state and federal are and will continue to be the exclusive property of West and its
laws governing use of MVR Data, the following specific Contributors,
restrictions apply and are subject to change:
• Subscriber shall not use any MVR Data provided by 5. Additional Terms. Certain Data, products and features are governed
West, or portions of information contained therein, to by specific terms and conditions("Additional Terms")which are supplemental
create or update a file to the end that Subscriber to and may be different from those set forth either in this Subscriber
develops its own source of driving history information. Agreement or elsewhere in the Agreement. All applicable Additional Terms
• As requested by West, Subscriber shall complete any are available for review at the following locations:
state forms that West is legally or contractually obligated http:IAegalsolutions.com[westlaw-additional-terms and
to obtain from Subscriber before serving Subscriber with http://legalsolutions.com/clear-additional-terms. In the event of a conflict
state MVR Data. between any Additional Terms and terms set forth elsewhere in the
v. Subscriber agrees not to access Regulated Data for any Agreement,the Additional Terms will control.
purpose that is not allowed by the GLBA, by the DPPA, by
any other applicable state or federal laws or regulations, or 6. Protection of Personal Information. West and Subscriber
that is contrary to any Additional Terms, as defined in acknowledge that both parties may be required to comply with various
paragraph 5(Additional Terms)below. privacy and security requirements, including but not limited to those set forth
vi. Subscriber represents and warrants that it is the end user of in paragraph 3.a. (Regulated Data Restrictions) above, the European Union
Regulated Data and shall limit use and dissemination of Directive on Data Protection (95/46), and all other applicable legal directives
Regulated Data solely to the permissible uses stated by and applicable industry standards (collectively "Privacy Laws") pursuant to
Subscriber in the application and online (Subscriber's which each party wishes to obtain certain undertakings from the other with
"Permissible Use"). Subscriber agrees to keep confidential regard to the use and protection of the Personal Information of either party.
and shall not disclose any Regulated Data except to For purposes of this Subscriber Agreement, "Personal Information" shall
Subscriber employees in the United States of America whose refer to,without limitation, the following types of information: name, address,
duties reasonably require access to such Regulated Data to e-mail address, age, date of birth, telephone number, fax, social security
carry out Subscriber's Permissible Use. number or equivalent or similar government identification numbers,
b. Regulated Data Usage Compliance. West retains the right to credit/debit card information, bank account information, logins,passwords,or
temporarily or permanently block access to certain Data if West, in its sole medical or health records of an identifiable human being. Each party shall
discretion,reasonably believes that the Data may be or has been used for an be responsible for any collection, access, use, and disclosure of Personal
improper purpose or otherwise in violation of the terms of the Agreement, or Information subject to this Subscriber Agreement, Without limiting the
as otherwise required by a Contributor. By accessing Data, Subscriber foregoing, each party shall employ appropriate administrative, physical, and
acknowledges that from time to time, West and its Contributors and/or technical safeguards in order to sufficiently protect the Personal Information
various government entities will require Subscriber to identify a permissible and any information assets and resources in question. Each party shall
use (if applicable) and may inquire as to Subscriber's compliance with promptly notify the other of any event that may result in the unauthorized
applicable laws or the Agreement. Subscriber agrees to reasonably collection, access, use, or disclosure of Personal Information subject to this
cooperate with any inquiry, subject to any attorney-client confidentiality. Subscriber Agreement("Information Protection Incident"). The parties shall
Subscriber shall immediately report to West any misuse, abuse, or make reasonable efforts to assist one another in relation to the investigation
compromise of Data of which Subscriber becomes aware. and remedy of any such Information Protection Incident claim, allegation,
c. Regulated Data Subscriber Credentials. West's provision of action,suit, proceeding, or litigation with respect to the unauthorized access,
access to Regulated Data is contingent on West's verification of Subscriber's use, or disclosure of Personal Information. Furthermore, any access to or
credentials in accordance with West's internal credentialing procedures. use of Personal Information must be in accordance with all applicable law.
Subscriber shall notify West immediately of any changes to the information No individual shall access records that require a permissible purpose unless
on Subscriber's application for Services and, if at any time Subscriber no such a purpose exists for such individual. For purposes of its obligations
longer meets such credentialing requirements, West may terminate hereunder, any acts or omissions by the personnel of each party shall also
Subscriber's access to Regulated Data. be deemed to be the acts or omissions of that respective party.
d. Subscriber Responsibility for Use of Regulated Data.
Subscriber recognizes that its access to and use of Regulated Data is 7. Charges and Modification of Charges. Charges payable by
contingent upon complying with its contractual obligations. Except as Subscriber for access to Products("Service Charges")will commence on the
otherwise prohibited by law and without waiving any defenses to which it date West processes Subscriber's order. Service Charges will be as stated
may be entitled, Subscriber is responsible for all damages due to (i) the in an applicable Special Offer Amendment, or Order Form/Order Notification
12/1/14 SAMInet 910.dot
to this Subscriber Agreement, the Schedule A Price Plan, or as otherwise UPON DATA; OR (ii) THE PROCURING, COMPILING, INTERPRETING,
agreed upon in writing by the parties. Schedule A rates may be modified EDITING, WRITING, REPORTING, OR DELIVERING DATA. IN NO
upon at least 30 days prior notice to Subscriber in writing or online or EVENT SHALL WEST, ITS AFFILIATES AND/OR CONTRIBUTORS BE
pursuant to the terms stated on an applicable Order Form/Order Notification. LIABLE TO SUBSCRIBER FOR ANY LOST PROFITS OR OTHER
Modification of any Service Charges pursuant to this paragraph 7 shall not CONSEQUENTIAL, EXEMPLARY, INCIDENTAL,INDIRECT,OR SPECIAL
be considered as an amendment to this Subscriber Agreement that permits DAMAGES RELATING IN WHOLE OR IN PART TO SUBSCRIBER'S
termination pursuant to paragraph 13(ii) herein. Service Charges are RIGHTS UNDER THE AGREEMENT EVEN IF WEST, ITS AFFILIATES
exclusive of applicable sales, use, value added tax (VAT) or equivalent, ad AND/OR CONTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY
valorem, personal property and other taxes, which are the responsibility of OF SUCH DAMAGES. FURTHER, WEST SHALL HAVE NO LIABILITY
Subscriber. Subscriber will pay all invoices in full within 30 days from date of WHATSOEVER TO SUBSCRIBER FOR ANY CLAIM(S) RELATING IN
invoice. If full payment is not made, Subscriber may be charged interest on ANY WAY TO ANY THIRD PARTY FEATURE. NEITHER WEST NOR
any unpaid balance,not to exceed 1%per month. CONTRIBUTORS MAKE ANY WARRANTY THAT ACCESS TO
PRODUCTS AND DATA WILL BE UNINTERRUPTED, SECURE,
8. Product Software and Internet Based Services. COMPLETE, OR ERROR FREE. NOR DOES WEST MAKE ANY
a. Product Software. West may make available to Subscriber, on a WARRANTY AS TO THE LIFE OF ANY URL OR THIRD PARTY WEB
subscription basis, software for use in connection with the Product. Such SERVICE. SUBSCRIBER ACKNOWLEDGES THAT PROVISION OF
software,including new versions and the accompanying user documentation, PRODUCTS AND DATA ENTAILS THE LIKELIHOOD OF SOME HUMAN
may be referred to collectively as"Software." All Software will be licensed to AND MACHINE ERRORS, DELAYS, INTERRUPTIONS, AND LOSSES,
Subscriber under a license agreement which will accompany the Software. INCLUDING THE INADVERTENT LOSS OF DATA. THE DISCLAIMERS
By using the Software and taking such other action as may be referenced in OF WARRANTY AND LIMITATIONS OF LIABILITY SET FORTH IN THIS
the license agreement as constituting acceptance, Subscriber agrees to be SUBSCRIBER AGREEMENT WERE MATERIAL FACTORS IN THE
bound by the terms and conditions of the accompanying license agreement. DETERMINATION OF SERVICE CHARGES.
If Subscriber does not so agree, Subscriber must return any tangible copies
of the Software in its possession or control. 11. Responsibility for Certain Matters. Subscriber shall provide to West
b. Internet Based Services. Certain Products may be accessed via the office location and address associated with Subscriber's passwords
the Internet. Subscriber may use Data cached in Subscriber's local disk drive issued under the Agreement. Subscriber's personnel may also access
solely in support of its use of the Product via the Internet ("Internet Based Products via home computers, laptops, or other wireless devices.
Services"). Certain software used by Subscriber may not be capable of Subscriber is responsible for promptly notifying West in writing of persons to
supporting Internet Based Services. The performance of Internet Based whom passwords are to be issued or from whom passwords are to be
Services varies with the manufacturers'equipment with which it is used. revoked. Subscriber is solely responsible for maintaining security of
passwords. Subscriber is also responsible for all access to and use of all
9. Disclaimer of Warranties. EXCEPT AS SPECIFICALLY PROVIDED Products, Data, Software, and Internet Based Services through Subscriber's
IN THIS SUBSCRIBER AGREEMENT, ANY SCHEDULE, OR LICENSE account, login credentials, and/or systems, whether or not Subscriber has
AGREEMENT, ALL PRODUCTS, DATA, SOFTWARE, AND INTERNET- knowledge of or authorizes such access and use. Sharing of passwords that
BASED SERVICES ARE PROVIDED "AS IS,"WITHOUT WARRANTY OF have been issued to individual users of Subscriber is strictly prohibited.
ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR 12. Limitation of Claims. Except for claims relating to Service Charges or
A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, improper use of Products, Data, Software, or Internet Based Services, no
COMPLETENESS,CURRENTNESS,AND DELAYS. claim,regardless of form,which in any way arises out of the Agreement,may
be made, nor such claim brought, under the Agreement more than one year
10. Limitation of Liability. SUBSCRIBER'S EXCLUSIVE REMEDY AND after the basis for the claim becomes known to the party desiring to assert it.
WEST'S,ITS AFFILIATES,AND/OR CONTRIBUTORS'ENTIRE LIABILITY
UNDER THE AGREEMENT, IF ANY,FOR ANY CLAIM(S)FOR DAMAGES 13. Term and Termination. This Subscriber Agreement will become
RELATING TO PRODUCTS, DATA, SOFTWARE, OR INTERNET BASED effective upon approval and acceptance by West in St. Paul, Minnesota, and
SERVICES WHICH ARE MADE AGAINST THEM, INDIVIDUALLY OR will continue in force for the term set forth in an amendment or applicable
JOINTLY, WHETHER BASED IN CONTRACT OR NEGLIGENCE, SHALL Order Form/Order Notification to this Subscriber Agreement.
BE LIMITED TO THE AGGREGATE AMOUNT OF SERVICE OR Notwithstanding the foregoing, (i) West may terminate this Subscriber
SOFTWARE CHARGES PAID BY SUBSCRIBER FOR THE INDIVIDUAL Agreement immediately upon giving written notice of termination to
PRODUCT TO WHICH SUCH LIABILITY APPLIES DURING THE 12 Subscriber if West reasonably believes that Subscriber's use of Data violates
MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH any applicable law or regulation or this Subscriber Agreement, or may result
CLAIM. IN NO EVENT SHALL WEST, ITS AFFILIATES, AND/OR in a risk to public safety, including but not limited to the safety of private
CONTRIBUTORS BE LIABLE TO SUBSCRIBER FOR ANY CLAIM(S) individuals; (ii) Subscriber may terminate the Agreement immediately upon
RELATING IN ANY WAY TO (i) SUBSCRIBER'S INABILITY TO USE giving written notice of termination to West after receiving notice of an
PRODUCTS, DATA, SOFTWARE, OR INTERNET BASED SERVICES, OR amendment (as permitted under paragraphs 5 (Additional Terms) and 14
ITS INABILITY OR FAILURE TO PERFORM LEGAL OR OTHER (Effect of Agreement)) which contains new terms that materially alter the
RESEARCH OR RELATED WORK OR TO PERFORM SUCH LEGAL OR terms of this Subscriber Agreement and are unacceptable to Subscriber; (iii)
OTHER RESEARCH OR WORK PROPERLY OR COMPLETELY, EVEN IF either party may terminate the Agreement immediately upon giving written
ASSISTED BY WEST, ITS AFFILIATES, OR CONTRIBUTORS, OR ANY notice of termination to the other party if the other party commits a material
DECISION MADE OR ACTION TAKEN BY SUBSCRIBER IN RELIANCE breach of this Subscriber Agreement; or (iv) West may terminate the
12/1/14 SAMInet 910.dot
Agreement immediately upon giving written notice of termination to
Subscriber if Subscriber commits a material breach of any obligation to West 18. General Provisions. Neither the Agreement nor any part or portion
under any other agreement between the parties. Upon any termination of may be assigned, sublicensed, or otherwise transferred by Subscriber
this Subscriber Agreement, the Product Software licenses shall also without West's prior written consent. Should any provision of the Agreement
terminate. be held to be void, invalid, unenforceable, or illegal by a court, the validity
and enforceability of the other provisions will not be affected thereby. Failure
14. Effect of Agreement. This Subscriber Agreement along with all of any party to enforce any provision of the Agreement will not constitute or
applicable current and future Schedules, Additional Terms, license be construed as a waiver of such provision or of the right to enforce such
agreements, Special Offer Amendment to this Subscriber Agreement or provision. The headings and captions contained in the Agreement are
applicable Order Form/Order Notification (if any), and the like (collectively, inserted for convenience only and do not constitute a part of the Agreement.
"Agreement") embodies the entire understanding between the parties with West,as used herein,also applies to West Services Inc.
respect to the subject matter of the Agreement and supersedes any and all
prior understandings and agreements, oral or written, relating to the subject 19. Feedback.Any and all Feedback that Subscriber provides to West shall
matter. Except as otherwise provided in the Agreement, West may amend become the exclusive property of West without any payment, accounting,
the terms and conditions of this Subscriber Agreement by giving Subscriber remuneration, or attribution to Subscriber. "Feedback" means information
at least 30 days prior written notice. Within 30 days of the receipt of such provided, in any manner, by or on behalf of Subscriber with respect to any
amendment, Subscriber may, at its option, request that the parties enter into feature, West product or service, or their enhancement, customization,
good faith negotiations regarding the new amended terms and conditions. In configuration, installation, or implementation, including but not limited to
the event the parties are not able to reach an agreement resulting in mutually ideas, concepts, suggestions, materials, functions, methods, processes, and
agreeable alternative language for the amended terms and conditions within rules.
30 days after the start of the negotiations, Subscriber may terminate this
Subscriber Agreement as set forth in paragraph 13(ii) herein. Except as
expressly set forth herein, any other amendment to the Agreement must be
in writing and signed by both parties.
15. Force Majeure. Each party's performance under the Agreement is
subject to interruption and delay due to causes beyond its reasonable
control, such as acts of God, acts of any government, war or other hostility,
civil disorder, the elements, fire, explosion, power failure, equipment failure,
industrial or labor dispute,inability to obtain necessary supplies,and the like.
16. Notices. Except as otherwise provided herein, all notices must be in
writing to West at 610 Opperman Drive, P.O. Box 64833, St. Paul,Minnesota
55164-1803, Attention: Customer Service, and to Subscriber at the address
set forth in the applicable Special Offer Amendment or Order Form/Order
Notification.
17. Choice of Law and Jurisdiction.
a. For Non-Government Subscribers Only. The Agreement will be
governed by and construed under the law of the state of Minnesota, U.S.A.
without regard to conflicts of law provisions. The parties agree that the state
and federal courts sitting in Minnesota will have exclusive jurisdiction over
any claim arising out of the Agreement and each party consents to the
exclusive jurisdiction of such courts.
b. For Government Subscribers Only. The Agreement will be
governed by and construed under the law of Subscriber's state. The state
and federal courts sitting in Subscriber's state will have exclusive jurisdiction
over any claim arising from or related to the Agreement and each party
consents to the exclusive jurisdiction of such courts.
12/1/14 SAMInet 910.dot
FORT WORTH
ADDENDUM TO AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
WEST PUBLISHING CORPORATION d/b/a WEST GOVERNMENT SERVICES
Title of Agreement: CLEAR SERVICES—TEXAS CALIR SERVICES ("the Agreement")
Vendor: West Publishing Corporation d/b/a West Government Services (West)
Agreement Number: CCG-CALIR-2010-001
Term of Agreement: September 1, 2015 through August 31, 2016. The agreement may
be renewed for two additional one year periods from September 1, 2016 through August 31,
2017, and again from September 1, 2017 through August 31, 2018.
Notwithstanding any language to the contrary in the attached Agreement presented by West
Publishing Corporation d/b/a West Government Services ("Contractor") for computer
assisted legal and investigative research services ("services"), the City of Fort Worth ("City")
and Contractor (collectively the "parties") hereby stipulate by evidence of execution of this
Addendum ("Addendum") below by a representative of each party duly authorized to bind the
parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be
applicable to the Agreement as follows:
1. Insurance by City: The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the Agreement requires the City to purchase insurance, the City objects to this provision
and will provide a letter of self-insured status as requested by Contractor.
2. Insurance by Contractor: The Contractor shall carry the following insurance coverage with
a company that is licensed to do business in Texas or otherwise approved by the City:
1. Commercial General Liability
a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and
Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-
form provision and shall include coverage for personal and advertising injury.
c. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services under this
Agreement, including owned, non-owned, or hired vehicles, with a combined limit of not
less than$1,000,000 per occurrence.
3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and
$1,000,000 aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per
the amount required by statute.
5. Technology Liability(Errors & Omissions)
a. Combined limit of not less than$5,000,000 per claim$5 million aggregate or
b. Coverage shall include, but not be limited to, the following:
(i)Failure to prevent unauthorized access
(ii) Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
(v) Intellectual Property Infringement coverage, specifically including coverage
for intellectual property infringement claims and for indemnification and legal
defense of any claims of intellectual property infringement, including
infringement of copyright, or trade mark, brought against the City for use of
Deliverables, Software or Services provided by Contractor under this Agreement.
Technology coverage may be provided through an endorsement to the Commercial
General Liability (CGL) policy, a separate policy specific to Technology E&O, or an
umbrella policy that picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Any deductible will be the sole
responsibility of the Contractor Coverage shall be claims-made, with a retroactive or
prior acts date that is on or before the effective date of this Agreement. Coverage shall be
maintained for the duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance, or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage.
6. Any other insurance as reasonably requested by City.
General Insurance Requirements:
1. All applicable policies shall name the City as an additional insured thereon, as its
interests may appear. The term City shall include its employees, officers, officials,
agents, and volunteers in respect to the contracted services.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery) in favor of the City of Fort Worth.
3. Insurers will endeavor to provide Thirty (30) days' notice of cancellation of coverage to
the City. Ten (10) days' notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000
Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same
CFW/Form Addendum
Page 2 of 5
express prior written consent of the other party. However, the Contractor shall have the right to
assign the Agreement to any entity in which it is a recognized legal affiliate or subsidiary or
which such entity obtains a majority interest without the consent of the City. However,
Contractor shall give the City at least thirty (30) days written notice of'any such assignment or
transfer of interest.
9. Addendum Controlling: If any provisions of the attached Agreement, conflict with the terms
herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of the City, the terms in this Addendum shall control.
10. 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 the City will immediately notify Contractor 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 the City of any kind whatsoever,
except to the portions of annual payments herein agreed upon for which funds shall have been
appropriated.
11. Right to Audit: Contractor agrees that the 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 Contractor involving transactions relating to
this Agreement. Contractor agrees that City shall have access during normal working hours to
all necessary Contractor facilities and shall be provided adequate and appropriate workspace in
order to conduct audits in compliance with the provisions of this section. The City shall give
Contractor reasonable advance notice of intended audits.
Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that
the subContractor agrees that the City shall, until the expiration of three (3) years after final
payment under the subcontract, have access to and the right to examine any directly pertinent
books, documents, papers and records of such subContractor, involving transactions to the
subcontract, and further, that City shall have access during normal working hours to all
subContractor facilities, and shall be provided adequate and appropriate work space, in order to
conduct audits in compliance with the provisions of this article. City shall give subContractor
reasonable advance notice of intended audits.
Executed this then day o , 20 .
CITY OF FORT WORTH: [NAME OF CONTRACTOR]
Name: Od Jackson Nancy Leonard
Interim Assistant City Manager Financial Analyst
Date: .a. 15 Date: „:. ° "
E
CFW/Form Addendum
Page 4 of 5 OFFICIAL 1ECO K
address.
4. The insurers for all policies must be licensed and/or approved to do business in the State
of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best
Key Rating Guide, or have reasonably equivalent financial strength and solvency to the
satisfaction of Risk Management. If the rating is below that required, written approval of
Risk Management is required.
5. Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that the Contractor has obtained all required
insurance shall be delivered to and approved by the City's Risk Management Division
prior to execution of this Agreement.
3. Indemnity: To the extent the attached Agreement requires the City to indemnify or hold
Contractor or any third party harmless from damages of any kind or character, the City objects to
these terms and any such terms are hereby deleted from the Agreement and shall have no force
or effect.
4. Attorneys' Fees,Penalties, and Liquidated Damages: To the extent the attached Agreement
requires the City to pay attorneys' fees for any action contemplated or taken, or penalties or
liquidated damages in any amount, the City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
5. Law and Venue: This 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 law's provisions. Venue for any suit brought under this Agreement shall
be in a court of competent jurisdiction in Tarrant County, Texas. To the extent this Agreement is
required to be governed by any state law other than Texas or venue in Tarrant County, the City
objects to such terms and any such terms are hereby deleted from this Agreement and shall have
no force or effect.
6. Sovereign Immunity: Nothing herein constitutes a waiver of the City's sovereign immunity.
To the extent this Agreement requires the City to waive its rights or immunities as a government
entity, such provisions are hereby deleted and shall have no force or effect.
7. No Debt: In compliance with Article 11 § 5 of the Texas Constitution, it is understood and
agreed that all obligations of the City hereunder are subject to the availability of funds. If such
funds are not appropriated or become unavailable, the City shall have the right to terminate this
Agreement except for those portions of funds which have been appropriated prior to termination.
8. Assignment: To the extent the Agreement addresses the right to assign any rights or interest
in the agreement to another party, such right of assignment shall be reciprocal, and neither party
shall have the right to assign or transfer any of its rights or interests in the Agreement without the
CFW/Form Addendum
Page 3 of 5
APPROVAL RECOMMENDED:
By:
Rhonda K. Robertson
Chief of Police
APPROVES AND LEGALITY:
)AS TO FORM
Jessic angsvang
Assistant City Attorney
Date: , �.AA �.",,a
CONTRACT AUTHORIZATION:
No M&C Required OR 11
dd�7 u
ATTE
By. �.
Mary' J.
c
City Secret
Date: '' p
OFFICIAL RECORD
CFW/Form Addendum T, �m
Page 5 of 5