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HomeMy WebLinkAboutContract 55116-A2R1CSC No. 55116-A2R1 SECOND AMENDMENT AND FIRST RENEWAL TO CITY SECRETARY CONTRACT NO. 55116 BETWEEN THE CITY OF FORT WORTH AND WEST PUBLISHING CORPORATION This SECOND AMENDMENT AND FIRST RENEWAL TO CITY SECRETARY CONTRACT NO. 55116 ("Second Amendment and First Renewal") is entered into by and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas, and West Publishing Corporation ("Vendor"), a Minnesota corporation. City and Vendor are referred to herein individually as a "Party" and collectively as the "Parties." WHEREAS, on January 18 2021, the Parties entered into Cooperative Purchase Agreement, City Secretary Contract No. 55116, for Vendor to provide the City with subscription access to the Clear Proflex software ("Agreement"); WHEREAS, the City entered into the Agreement with Vendor pursuant to a contract between Vendor and the Texas Department of Information Resources, DIR-LGL-CALIR-02 ("Cooperative Agency Contract"); WHEREAS, the term of the Agreement is for twenty-four months beginning on January 18, 2021 and ending on January 17, 2023; WHEREAS, the City and Vendor amended the Agreement on February 7, 2022 to revise total compensation payable to Vendor, City Secretary Contract No. 55116-A1; WHEREAS, on or about November 29, 2022, the Cooperative Agency Contract was amended to extend the term of the Cooperative Agency Contract for one year, through August 28, 2024; WHEREAS, City and Vendor desire to renew the Agreement until August 28, 2024 and establish the total compensation payable during the renewal term; NOW, THEREFORE, the Parties, acting herein by the through their duly authorized representatives, enter into the following agreement which amends and renews City Secretary Contract No. 55116: 1. The fourth paragraph of the Agreement, which reads "City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made for the entire term of the Agreement by City shall be in the amount of Thirty - Five Thousand, Two Hundred Twenty -Five Dollars and Sixteen Cents ($35,225.16). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this agreement unless City requests and approves in writing the additional costs for such SECOND AMENDMENT AND FIRST RENEWAL OF Page 1 of 9 CITY SECRETARY CONTRACT NO. 55116 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing." is amended in its entirety to be and read as follows: City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made by City under this Agreement for the Initial Term shall be in the amount of Thirty -Six Thousand, Nine Hundred Eighty -Six Dollars and Twenty -Eight Cents ($36,986.28). Total payment under this Agreement for the First Renewal Term shall be in the amount of Sixty -Three Thousand, One Hundred Twenty -Three Dollars and Twenty -Four Cents ($63,123.24). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such occurrence and this 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. 2. The fifth paragraph of the Agreement, which reads "The term of this Agreement shall be for twenty-four months (24) beginning on January 18, 2021 and ending on January 17, 2023." is amended in its entirety to be and read as follows: The initial term of this Agreement shall be for twenty-four (24) months beginning on January 18, 2021 and ending on January 17, 2023 ("Initial Term"). The Agreement is renewed and extended for an additional term from January 18, 2023 to August 28, 2024 ("First Renewal Term"). 3. Exhibit A of the Agreement is amended to add the information in Exhibit A of this Second Amendment and First Renewal, which is attached hereto and incorporated herein by reference. 9 Exhibit B of the Agreement is amended to add the information in Exhibit B of this Second Amendment and First Renewal, which is attached hereto and incorporated herein by reference. 5. SECOND AMENDMENT AND FIRST RENEWAL OF Page 2 of 9 CITY SECRETARY CONTRACT NO. 55116 a. All other provisions of the Agreement which are not expressly amended herein shall remain in full force and effect. b. All term in this Second Amendment and First Renewal that are capitalized but not defined shall have the meaning ascribed to those terms in the Agreement. Executed to be effective January 18, 2023: CITY OF FORT WORTH: By: Valerie Washington (Feb 20, 2023 10:17 CST) Name: Valerie Washington Title: Assistant City Manager Date: Feb 20, 2023 APPROVAL RECOMMENDED: By: Name: David B. Carson Jr. Title: Sr. Administrative Services Manager ATTEST: By: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. gyt4CG L' fay: Blakely Cabano (Feb 16, 202310:53 CST) Name: Blakely Cabano Title: Sr. Management Analyst APPROVED AS TO FORM AND LEGALITY: 4ad4�onu Name: Amar Thakrar p F foR 0.- Title: Assistant City Attorney pt8 00 o 0.0 ° * a d CONTRACT AUTHORIZATION: aaIl�000000000 EZAsM&C: N/A 1295: N/A Name: Jannette GoodAll Title: City Secretary 1T/ Die oil] R West Publishing Corporation By: Name: John S. Nelson Title: Assistant Secretary/Director Date: 02/16/2023 SECOND AMENDMENT AND FIRST RENEWAL OF CITY SECRETARY CONTRACT NO.55116 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 3 of 9 EXHIBIT A Order Form Order ID:Q-04431365 THOMSON REU7ER5 Contact your representative vindhva.ganhewaA_thomsonreuters.com withany questions. Thank you. Sold To AccountAddress Account#: 1003940400 FORT WORTH CODE COMPLIANCE DEPT ADMIN 818 MISSOURI AVE FORT WORTH TX 76104-3618 US "Customer" Subscriber Information Shipping Address Account #: 1003940400 FORT WORTH CODE COMPLIANCE DEPT ADMIN 818 MISSOURI AVE FORT WORTH TX 76104-3618 US This Order Form is a legal document between Customer and Billing Address Account#: 1003940400 FORT WORTH CODE COMPLIANCE DEPT ADMIN 818 MISSOURI AVE FORT WORTH, TX 76104-3618 US A. West Publishing Corporation to the extent that products or services will be provided by West Publishing Corporation, and/or B. Thomson Reuters Enterprise Centre GmbH to the extent that products or services will be provided by Thomson Reuters Enterprise Centre GmbH. A detailed list of products and services that are provided by Thomson Reuters Enterprise Centre GmbH and current applicable IRS Certification forms are available at: h"s://www.tr.coirtrorderineinfo West Publishing Corporation may also act as an agent on behalf of Thomson Reuters Enterprise Centre GmbH solely with respect to billing and collecting payment from Customer. Thomson Reuters Enterprise Centre GmbH and West Publishing Corporation will be referred to as "Thomson Reuters", `eve" or "our," in each case with respect to the products and services it is providing, and Customer will be referred to as "you", or "your" or "Client". Thomson Reuters General Terms and Conditions apply to all products ordered, except print and is located at htip://tr.com/TermsandCondifions. 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 httns://static.leealsolutions.thomsomeuters.com/static/Federal-ThomsonReuters-General-Terms-Conditions.ndf 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. ProFlex Products See Attachment for details Minimum Terms Material # Product Monthly Charges Months 41308780 CLEAR Proflex $3,082.19 24 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 areas 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. Post Minimum Terms At the end of the Minimum Term, we will notify you of any change in Monthly Charges at least 60 days before each 12-month term starts. Either of us may cancel the Post -Minimum Term subscription by sending at least 30 days written notice. 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 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. Page 1 oft SECOND AMENDMENT AND FIRST RENEWAL OF Page 4 of 9 CITY SECRETARY CONTRACT NO. 55116 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 Agencies and Correctional Facilities Onlv — No Inmate Westlaw or CLEAR Access (direct or indirect) I certify, on behalf of Subscriber, that I understand and accept the security limits of Wesflaw 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. Only non-inmates/administrative staff will access Westaw or CLEAR with no direct Westaw 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 ofWestlaw or CLEAR cannot and does not limit access to non -West internet sites. It is Subscriber's responsibility to control access to the internet. 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 ofthe West software to access CD-ROM Products for security purposes. Amended 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 30 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-04431365 ACKNOWLEDGEMENT 0-04431365 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. , 1.e4 Signature of Authorized Representative for order David Carson Printed Name Sr. Administrative Services Mgr Title Dec 22, 2022 Date This Order Form will expire and will not be accepted after 1/2/2023 CT. Page 3 of 4 SECOND AMENDMENT AND FIRST RENEWAL OF Page 5 of 9 CITY SECRETARY CONTRACT NO. 55116 Attachment Order ID:Q-04431365 THOMSON REUTERS Contact your representative vindhya.ganhewa(athomsonreuters.com with anyquestions. Thank you. Order ID:Q-04431365 Payment Slopping and Contact Information Payment Method: Order Confirmation Contact (#28) Payment Method: Bill to Account ContactName:Gonzales, Stephanie Account Number: 1003940400 Email: stephanic.gonzales@fortworthtexas.gov This order is made pursuant to: Texas MSA Contract No. DIR-LGL-CALIR-02: Internal use only(TXMS) ProFlex Multiple Location Details Account Number Account Name Account Address Action 818 MISSOURI AVE 1003940400 FORT WORTH CODE FORT WORTH New COMPLIANCE DEPT TX 76104-3618 US ProFle_x Product Details' Quantity Unit Service Material # I Description 1 Each 41308780 CLEAR Proflex 40 Seats 41859364 CLEAR Government Investigations Advanced Account Contacts Contact Name I Email Address Customer Type Description Stephanie Gonzales ephanie.gonzales@fortworthtexas.go CLEAR PRIMARY CONT Stephanie Gonzales ephariie.gonzales(gforhvorthtexas.goI EML PSWD CONTACT IP Address Information From IP Address To IP Address From IP Address To IP Address From IP Address To IP Address 1.1.1.1 Sub Material Quantity Active Subscription to be Lapsed 41308780 1 1 CLEAR Proflex 41859364 1 40 CLEAR Government Investigations Advanced Charges During Minimum Term Monthly Monthly Monthly Monthly Mohly Material Product Year 1 o /o incr Year 2 o /o incr Year 3 o /o incr Year 4 o /o incr Year 5 # Name Charges Yr 1-2* Charges Yr 2-3* Charges Yr 3 4* Charges Yr 4-5* Char es 41308780 CLEAR $3 082.19 6.00 $3267.12 N/A W/A N/A $N/A N/A $N/A Proflex 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 Page 4 of 4 SECOND AMENDMENT AND FIRST RENEWAL OF Page 6 of 9 CITY SECRETARY CONTRACT NO. 55116 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. eBilling Contact. All invoices for this account will be emailed to your e-Bilhng 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 ofthe 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. Cancellation Notification Address. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803 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 credentiahng 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 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. 1681b). 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 furtherance 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. 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 htto://static.le2alsolutions.thomsonreuters.com/static/aereement/schedule-a-clear.udf 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. 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 htto://legalsolutions.com/schedule-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 Swom 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 loam 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 Page 2 of 4 SECOND AMENDMENT AND FIRST RENEWAL OF Page 7 of 9 CITY SECRETARY CONTRACT NO. 55116 EXHIBIT B AMENDMENT NUMBER 3 CONTRACT NUMBER DIR-LGL-CALIR-02 BETWEEN STATE OF TEXAS, ACTING THROUGH THE DEPARTMENT OF INFORMATION RESOURCES AND WEST PUBLISHING CORPORATION FOR COMPUTER ASSISTED LEGAL AND INVESTIGATIVE RESEARCH (CALIR) SERVICES This Amendment Number 2 to Contract Number DIR-LGL-CALIR-02 ('Contract`) is between the Department of Information Resources ("DIR") and-homson Reuters DB/A West Publishing Corporation ("Vendor"). DIR and Vendor agree to modify the terms and conditions of the Contract as follows: 1. Contract, Section 2. Tenn of Contract, is hereby revised as follows: DIR and Vendor hereby agree to extend the term of this Agreement for one (1) year, through August 28, 2024, or until terminated pursuant to the termination clauses contained in this Contract 2. Appendix C, Pricing Index is hereby replaced in its entirety with Appendix C. Pricing Index (per Amendment 3). 3. Appendix D, Software License Agreement and SOD is hereby replaced in its entirety with Appendix D, Software License Agreement and SOD (per Amendment 3). All other terms and condition; of the Contract as amended, not specifically modified herein, shall remain in full force and effect. In the event of conflict among the provisions, the order of precedence shall be this Amendment Number 3, then Amendment Number 2, then Amendment Number 1. and then the Contract REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK SECOND AMENDMENT AND FIRST RENEWAL OF Page 8 of 9 CITY SECRETARY CONTRACT NO. 55116 This Contract is executed to be effective as of the date of last signature. West Publishing Corporation Authorized By: Signature cn file Name: Julie Thcmw ,a• .� '. a4 M.9 Date: 11;'4.. 2022 The State of Texas, acting by and through the Department of Infornkition Resources Authorized By: Signature on file Name: Hershel Becker Title: Chief Procurement Officer Date: 11129.12022 Office of General Counsel: ianature on file 1Gr2022 SECOND AMENDMENT AND FIRST RENEWAL OF Page 9 of 9 CITY SECRETARY CONTRACT NO.55116