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HomeMy WebLinkAboutContract 56107 CSC No. 56107 ADDENDUM TO ORDER FORM BETWEEN THE CITY OF FORT WORTH AND WEST PUBLISHING CORPORATIN A THOMSON REUTERS BUSINESS This Addendum to Order Form ("Addendum") is entered into by and between West Publishing Corporation, a Thomson Reuters business ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: 1. The Order Form Q-01217930; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Order Form ([collectively referred to herein as] the "Agreement"), the parties stipulate by evidence of execution of this Addendum below by a representative of each parry 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. Term. The Agreement shall commence upon the date signed by the Deputy City Manager below ("Effective Date") and shall expire no later than the number of months listed in the Minimum Term column] ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of the term. 2. Termination. 1. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other parry with 30 days written notice of termination. 2. Breach.If either parry commits a material breach of the Agreement,the non- breaching Parry must give written notice to the breaching parry that describes the breach in reasonable detail. The breaching party must cure the breach ten(10) calendar days after receipt of notice from the non-breaching parry, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. 3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify OFFICIAL RECORD Addendum CITY SECRETARY FT. WORTH, TX Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas. 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. 5. Linked Terms and Conditions. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. 6. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 7. and Indemnity. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third parry harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 8. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any Addendum Page 2 of 5 and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so.In the event City,for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto.Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s)with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 9. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 10. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 11. 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 City,the terms in this Addendum shall control. 12. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who Addendum Page 3 of 5 performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. 13. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than$100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 14. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor 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 Vendor reasonable advance notice of intended audits. (signature page follows) Addendum Page 4 of 5 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: Vendor: By: Jesus J.Chapa(Jul 2 ,202111:18 CDT) By: Name: Jesus J. Chapa AA Name: Deputy City Manager Li d urto Date: Jul 29,2021 Title: Thomas Reuters Legal Date: 7/26/21 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration NB%l NogKeS of this contract, including ensuring all By: Neil Noakes(Ju128,202117:00 CDT) performance and reporting requirements. Name: Neil Noakes Title: Chief of Police By: Kelly C1ev nd(Ju128,202114:16 CDT) Approved as to Form and Legality: Name: Sasha kane Title: Sr. Contract Compliance Specialist By: City Secretary: Ay Oo° Q�d � '°°0 Name: Taylor Paris _�o 0;6 Title: Assistant City Attorney v o 0=d �D�IGI�� C70GlIGl�G�J o �d By: Ronald P.Gonzales(Jul29,202112:56 CDT) �* o°o0poo°°°° *d Contract Authorization: Name: Ron Gonzales �4.4 nEXASaAp M&C: Title: Acting City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum Page 5 of 5 THt�MSON Rl_1J1'6R�' Order Form Order ID:Q-01217930 Contact your representative vin dhya.g anh ew a O th o ms o nre ut ers.com with any questions. Thank you. Subscriber Information Sold To Account Address Shipping Address Billing Address Account#: 1003932833 Account#: 1003932833 Account#: 1003932833 FORT WORTH POLICE DEPT FORT WORTH POLICE DEPT FORT WORTH POLICE DEPT LT JEFF KECK LT JEFF KECK LT JEFF KECK 505 W FELIX ST 505 W FELIX ST 505 W FELIX ST FORT WORTH TX 76115-3405 US FORT WORTH TX 76115-3405 US FORT WORTH,TX 76115-3405 US "Customer" This Order Form is a legal document between West Publishing Corporation and Subscriber. West Publishing Corporation also means "West", "we"or"our"and Customer means"Subscriber","you","my"or"I". Subscription terms,if any,follow the ordering grids below ProFlex Products See Attachment for details Material# Product Monthly Charges Minimum Terms (Months) 41308780 CLEAR Proflex $5,980.71 36 Minimum Terms - - Your subscription is effective upon the date we process your order("Effective Date")and Monthly Charges will be prorated for the number of days remaining in that month,if any.Your subscription will continue for the number of months listed in the Minimum Term column above counting from the first day of the month following the Effective Date. Your Monthly Charges during the first twelve(12)months of the Minimum Term are as set forth above. .If your Minimum Term is longer than 12 months,then your Monthly Charges for each year of the Minimum Term are displayed in the Attachment to the Order Form.You are also responsible for all Excluded Charges as defined below. -0S At the end of the Minimum Term,your Monthly Charges will increase by 7%.Thereafter,the Monthly Charges will increase 7%every 612 months unless we notify you of a different rate at least 90 days before the annual increase. You are also responsible for all Excluded Charges.Excluded Charges may change after at least 30 days written or online notice.Either of us may cancel the Post Minimum Term subscription by sending at least 60 days written notice.Send your notice of cancellation to Customer Service,610 Oppennan Drive,P.O.Box 64833,Eagan,MN 55123-1803. Federal Government Subscribers Optional Minimum Term.Federal government subscribers that chose a multi-year Minimum Term,those additional months will be implemented at your option pursuant to federal law. Miscellaneous Thomson Reuters General Terms and Conditions, apply to all products ordered including ebooks, and is located at hnps:Hstatic.legalsolutions.thomsonreuters.com/static/ThomsonReuters-General-Terms-ConditigaL df. In the event that there is a conflict of terms between the General Terms and Conditions and this Order Form,the terms of this Order Form control. This Order Form is subject to our approval. Thomson Reuters General Terms and Conditions for Federal Subscribers is located at https://static.legalsolutions.thomson reuters.com/static/Federal-ThomsonReuters-General-Terms-Conditions.pdf In the event that there is a conflict of terms between the General Terms and Conditions and this Order Form, the terms of this Order Form control. This Order Form is subject to our approval. Applicable Law.If you are a state or local governmental entity, your state's law will apply and any claim may be brought in the state or federal courts located in your state. If you are a non-governmental entity,this Order Form will be interpreted under Minnesota state law and any claim by one of us may be brought in the state or federal courts in Minnesota.If you are a United States Federal Government subscriber,United States federal law will apply and any claim may be brought in any federal court. Regulated Data. Due to the regulated or private nature of some data in our information products such as credit header data,motor vehicle data, driver license data and voter registration data,you may need to complete a credentialing process which will include certifying what your legally permissible use of the data will be.You agree to immediately notify us if any of the information you provided in your ordering document or during the credentialing process changes.You agree to and warrant that you are the end user of this data and that you will only use it for your own internal business purposes.You also warrant that you will strictly limit the access,use and distribution of this data to user permitted under applicable laws, rules and regulations and as permitted by the third party additional terms. You will keep the data confidential. You will use industry standard administrative, physical and technical safeguards to protect the data. You will not disclose it to anyone except as necessary to carry out your Page 1 of 4 permissible use.You will immediately report any misuse,abuse or compromise of the data.You agree to cooperate with any resulting inquiry.If we reasonably believe that the data has been misused,abused or compromised,we may block access without additional notice.You are responsible for all damages caused by misuse,abuse or compromise of the data by you,your employees and any person or entity with whom you shared the data.We will be responsible for damages cause by us.We are not a consumer reporting agency.You may use information product data to support your own processes and decisions but you may not deny any service or access to a service to a consumer based solely upon the information product data. Examples of types of service include eligibility for credit or insurance, employment decisions and any other purpose described in the Fair Credit Reporting Act(15 U.S.C.A. 168lb).If the Financial Industry Regulatory Authority regulations apply to you,you may use our information products to verify the accuracy and completeness of information submitted to you by each applicant for registration on Form U4 or Form U5 in compliance with the requirements of FINRA Rule 3110. You may use the information products in this manner only in fiirtherance of written policies and procedures that are designed to achieve your compliance with FINRA Rule 3110 or as otherwise allowed by the General Terms and Conditions. Charges,Payments&Taxes.You agree to pay all charges in full within 30 days of the date of invoice.You are responsible for any applicable sales, use,value added tax(VAT), etc.unless you are tax exempt.If you are a non-government subscriber and fail to pay your invoiced charges,you are responsible for collection costs including attorneys'fees. Excluded Charges And Schedule A Rates.If you access products or services that are not included in your subscription you will be charged our then-current rate ("Excluded Charges"). Excluded Charges will be invoiced and due with your next payment. For your reference, the current Excluded Charges schedules are located bq:Hstatic.legalsolutions.thomsonreuters.com/static/agreement/schedule-a-clear.pdf and Excluded Charges change from time-to-time upon 30 days written or online notice.We may, at our option,make certain products and services Excluded Charges if we are contractually bound or otherwise required to do so by a third party provider or if products or services are enhanced or if new products or services are released after the effective date of this ordering document.Modification of Excluded Charges or Schedule A rates is not a basis for termination under paragraph 10 of the General Terms and Conditions. eBilling Contact.All invoices for this account will be emailed to your e-Billing Contact(s)unless you have notified us that you would like to be exempt from e-Billing. Credit Verification.If you are applying for credit as an individual,we may request a consumer credit report to determine your creditworthiness.If we obtain a consumer credit report,you may request the name,address and telephone number of the agency that supplied the credit report.If you are applying for credit on behalf of a business,we may request a current business financial statement from you to consider your request. CLEAR Fixed Rate Usage:If the transactional value of your CLEAR fixed rate usage exceeds your then-current Monthly Charges by more than 10 times in any month(or by 20 times in any month for Enterprise Law Enforcement subscribers),we may limit access to live gateways and request that the parties enter into good faith renegotiation or terminate upon 10 days written notice.Transactional value of your CLEAR usage is calculated based upon our then-current Schedule A rate.Schedule A rates may change upon at least 30 days written or online notice. Batch Usage :If you have a fixed rate batch and/or batch alerts subscription and the total of your batch inputs or batch alerts exceeds your annual fixed rate batch or total batch alerts allotment,we may: 1)request the parties enter into good faith negotiations regarding a superseding agreement,2) terminate your subscription upon 10 days written notice or 3)limit your access to your fixed rate batch subscription for the remainder of the then- current 12 month period,during which time you will continue to be billed your Monthly Charges.If your access to your fixed rate batch subscription has been limited,your access will be reinstated on the first day of the following 12 month period. If the trial includes Batch Services,you may submit up to 1,000 input lines at no cost.We reserve the right to invoice you for input lines in excess of 1,000.You will pay our then current Schedule A rate.Schedule A rates are located at htip://legalsolutions.com/scbedule-a-clear. Existing Vigilant Subscribers: We may terminate your License Plate Recognition (LPR) subscription if you are an existing Vigilant LEARN subscriber whose LPR pricing is based upon your existing Vigilant LEARN agreement,and you cancel your Vigilant LEARN agreement. Enterprise Law Enforcement Subscribers:You certify that you have up to the number of Sworn Officers in your employ at this location identified in the QTY Column above. Our pricing for banded products is made in reliance upon your certification. If we learn that the actual number is greater, we reserve the right to increase your charges as applicable. CLEAR Subscribers via an Alliance Partner. In limited circumstances we may allow you to access CLEAR through a third parry's ("Service Provider") software or service(together with CLEAR,the"Integrated System"). In the event that you enter into a license agreement to access an Integrated System,you agree as follows: We have no obligation to Service Provider with regard to the functionality or non-functionality of CLEAR during or after the integration. Service Provider will have access to CLEAR on your behalf and you will ensure Service Provider's compliance with the terms and conditions of the Thomson Reuters General Terms and Conditions located in the General Terms and Conditions paragraph above. Except as otherwise provided in your agreement with us,Data may not(i)be distributed or transferred in whole or in part via the Integrated System or otherwise to any third party; (ii)be stored in bulk or in a searchable database, and(iii)not be used in any way to replace or to substitute for CLEAR or as a component of any material offered for sale,license or distribution to third parties.No party will use any means to discern the source code of our products and product data.You are responsible for Service Provider's access to CLEAR on your behalf.You are responsible for all damages caused by misuse,abuse or compromise of the data by Service Provider,you,your employees and any person or entity with which you shared the data.We will be responsible for damages caused by us. .For Law Enforcement Aeencies and Correctional Facilities Only—No Inmate Westlaw or CLEAR Access(director indirect I certify,on behalf of Subscriber,that I understand and accept the security limits of Westlaw or CLEAR; Subscriber's responsibility for controlling Westlaw, CLEAR,internet and network access; and,how Subscriber will be using Westlaw or CLEAR.I acknowledge Subscriber's responsibility for providing West with prompt written notice if Subscriber's type of use changes. Page 2 of 4 Only non-inmates/administrative staff will access Westlaw or CLEAR with no direct Westlaw research results provided to inmates(including work product created as part of inmates'legal representation).In no event shall anyone other than Subscriber's approved employees be provided access to or control of any terminal with access to Westlaw or Westlaw Data. Functionality of Westlaw or CLEAR cannot and does not limit access to non-West internet sites. It is Subscriber's responsibility to control access to the intemet. Subscriber will provide its own firewall,proxy servers or other security technologies as well as desktop security to limit access to the Westlaw or CLEAR URL and West software(including CD-ROM orders). Subscriber will design,configure and implement its own security configuration. Subscriber will not use any data nor distribute any data to a third party for use,in a manner contrary to or in violation of any applicable federal,state, or local law,rule or regulation or in any manner inconsistent with the General Terms and Conditions. Subscriber will maintain the most current version of the West software to access CD-ROM Products for security purposes. dditional Order Form Terms and Conditions Government Non Availability of Funds for Online,Practice Solutions or Software Products You may cancel a product or service with at least 60 days written notice if you do not receive sufficient appropriation of funds. Your notice must include an official document,(e.g., executive order, an officially printed budget or other official government communication) certifying the non- availability of funds. You will be invoiced for all charges incurred up to the effective date of the cancellation. Signature for Order ID:Q-01217930 ACKNOWLEDGEMENT 0-01217930 I have read all pages and attachments to this Order Form and I accept the terms on behalf of Subscriber.I warrant that I am authorized to sign this Order Form on behalf of the Subscriber. Signature of Authorized Representative for order Title i Printed Name Date ©2021 West,a Thomson Reuters business. All rights reserved This Order Form will expire and will not be accepted after 8/7/2021 CT. Page 3 of 4 Attachment Order ID:Q-01217930 ,r.•,::�.;r,, fiHOMS+DN REIJ'I'E:RS' Contact your representative vindhyganhewa(a)thomsonreuters.com with anyquestions. Thank you. Order ID: Q-01217930 Payment,Shipping and Contact Information Payment Method: Order Confirmation Contact(#28) Payment Method:Bill to Account Contact Name:Webb,Dalton Account Number: 1003932833 Email:dalton.webb@fortworthgov.org Account Number Account Name Account Address Action 505 W FELDC ST 1003932833 FORT WORTH POLICE DEPT FORT WORTH New TX 76115-3405 US Quantity Unit Service Material# Description 1 Each 41308780 CLEAR Proflex 1,600 Seats 41882302 CLEAR for Law Enforcement Plus 1 Seats 42124007 ENCLR PRO Gov License Plate Recognition Existing Vigilant Add Account Contacts Contact Name Email Address Customer Type Description Dalton Webb dalton.webb@fortworthtexas.gov CLEAR PRIMARY CONT Dalton Webb dalton.webb@fortworthtexas.gov EML PSWD CONTACT IP Address Information From IP Address To IP Address From IP Address To 1P Address From IP Address I To IP Address 1.1.1.1 Sub Material Quantity Active Subscription to be Lapsed 42124020 1 ENCLR SO Gov License Plate Recognition Existing Vigilant Addon 41870630 1 CLEAR LAW ENFORCEMENT PLUS 41308775 1 Enhanced Clear Special Offer Charges Durin Minimum Term Year 1 Monthly %incr Year 2 Monthly %incr Year 3 Monthly %incr Year 4 %incr Year 5 Material# Product Name Charges Yr 1-2 Charges Yr 2-3 Charges Yr 3-4 Monthly Yr 4 5 Monthly Charges Charges 41308780 CLEAR Proflex $5,980.71 5.00% $6279.74 5.00% $6593.73 N/A N/A N/A N/A Charges During Minimum Term Pricing is displayed only for the years included in the Minimum Term.Years without pricing in above grid are not included in the Minimum Term.Refer to your Order Form for the Post Minimum Term pricing. 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