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HomeMy WebLinkAboutContract 60229-R1CSC No. 60229-R1 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE October 2, 2024 American Society for Testing and Materials 100 Barr Harbor Drive Conshohcken, PA 19428 Re: Contract Renewal Notice— lst Renewal Contract CSC No. 60229 Original Contract Amount: $7,500.00 The above referenced contract with the City of Fort Worth expires with the expenditure of funds. The funds for the contract have been expended or programmed. This letter is to inform you that the City has appropriated funding and is exercising its right to renew the contract in the original contract amount, which will be effective upon execution by the designated Assistant City Manager. All other terms and conditions of the contract remain unchanged. Please verify that the original payment, performance and maintenance bonds remain active or if retired, provide updated bonds when you return this letter. Please sign in the space indicated below and return this document, along with a copy of your current insurance certificate, to the undersigned. Please log onto PeopleSoft Purchasing at httn://fortworthtexas.2ov/nurchasin2 to ensure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Sincerely, - Michael Myers (Oct 8, 202414:38 CDT) Michael Myers Construction Manager (682) 215-9206 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal — ASTM Page] of 2 CSC No. 60229-R1 ACCEPTED AND AGREED: CITY OF FORT WORTH By: C>9�1—� Name: Jesica McEachern Title: Assistant City Manager Date: Oct 21, 2024 APPROVAL RECOMMENDED: APPROVED AS TO FORM AND LEGALITY: By: Lauren Prieur (Oct 8, 202414:54 CDT) Name: Lauren Prieur Title: Director, Transportation & Public Works By: Department Name: Douglas. W. Black �44,00ngn Title: Sr. Assistant City Attorney ATTEST: �� F FORT NO dd o �o a9-+o AUTHORIZATION: o� M&C: NA b°aa��XAsaap Date Approved: By: Name: Jannette S. Goodall Title: City Secretary VENDOR: B �� y. John cwj a,k—( ,tR 'd 11 SA PnT) Name: John Gallagher Title: Director, Sales Date: Oct 8, 2024 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal — ASTM Page 2 of 2 CSC No. 60229 quill 8/7/2023 ASTM Subscription License Agreement City of Fort Worth IMPORTANT- READ THESE TERMS CAREFULLY BEFORE ENTERING THIS ASTM PRODUCT. By purchasing a subscription you are entering into a contract, and acknowledge that you have read this License Agreement, that you understand it and agree to be bound by its terms. 1. 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No: 23-1352024 8/8/2023 D-U-N-S No: 00-199-3369 ASTM INTERNATIONAL GST/HST No: R129162244 FORT WORTH ASTM is pleased to offer The City of Fort Worth access to our Standards and Test Methods via a custom portal. This offering is intended to provide The City of Fort Worth employees at the agreed location(s) with access to ASTM content through a unique platform designed to make sharing of relevant data easier than ever before. Below you will find the details surrounding this offering. 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Today, some 13,000 ASTM standards are used globally to: Improve product quality I Enhance safety I Facilitate market access & trade I Build consumer confidence PRODUCT DESCRIPTION: PLATFORM Unlimited Access to ASTM Standards and Test Methods ASTM International Citv Works Construction Package: • Building Codes Collection includes ASTM standards referenced by: • The International Codes (I -Codes) developed by the International Code Council@ (ICC) • Green Standards (Federal Green Construction Guide for Specifiers, International Green Construction Code (IGCC); Green Globes@) • National Building Code of Canada (NBC) —published by the National Research ASTM Council Canada COMPASS® • Uniform Plumbing Code and Uniform Mechanical Code —International Association of PORTAL Plumbing and Mechanical Officials (IAPMO) • Deltek (formerly MASTERSPECO and SPECTEXTO) • BSD SpecLink@ • NFPA5000@—Building Construction and Safety Code@ • American Welding Society: Structural Welding Code D1.101 M:2020 (AWS) • UL Global Standards • National Roofing Contractors Association (NRCA) • International Masonry Institute (IMI) LIST PRICE TOTALS LIST Price' 1 Location $10,682 $10,682 LIST Price Per Additional Location $3,204 $3,204 LIST Price for 2 Locations $13, 886 USD LIST PRICE 12 MONTH DISCOUNTED PRICE FOR ALL CONTENT DETAILED ABOVE FOR THE $7,500 USD AGREED CITY OF FORT WORTH LOCATION. #-Access to the ASTM Compass@ Portal may be set up a variety of ways from ASTM's authentication options— whichever solution will work best. ASTM can work with you and your IT team to ensure that access is available for all City of Fort Worth employees at the agreed locations. 4 The discounted pricing awarded to The City of Fort Worth has been based on our conversations. While access to all standards in the collection will be available to all users of Compass@ - the pricing reflects the limited access that is required. 1 One location list price allows unlimited access / users / usage for all users at a single physical location 2 Adding additional locations will allow all users at that additional location(s) unlimited access to same licensed information as the first site ADDENDUM TO ASTM SUBSCRIPTION LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND ASTM This Addendum to the ASTM Subscription License Agreement ("Addendum") is entered into by and between ASTM ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: 1. The ASTM Subscription License Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached ASTM Subscription License Agreement ([collectively referred to herein as] the "Agreement"), the parties stipulate by evidence of execution of this 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. Term. The Agreement shall commence upon the date signed by the Assistant City Manager below ("Effective Date") and shall expire no later than one (1) year from the commencement date ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for five (5) one (1) year renewal periods at the City's option, each a "Renewal Term." The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non - breaching Party must give written notice to the breaching party 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 party, 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. C. 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 Addendum Page 1 of 8 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. d. Duties and Obliaations 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. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. 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. 4. Sovereign Immunitv. 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. 5. Limitation of Liability and Indemnitv. Vendor agrees the exclusions or limits of liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss arising from any of the following: (a) Vendor's breach of its data security obligations; (b) Vendor's misuse or misappropriation of the City's intellectual property rights, (c) Vendor's indemnity obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party 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. 6. 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 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 Addendum Page 2 of 8 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. 7. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or Addendum Page 3 of 8 other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 8. 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. 9. 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. 10. 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. 11. Network Access. a. Citv Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "A" and incorporated herein for all purposes. b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. Addendum Page 4 of 8 12. 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. 13. Insurance. 1.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1.1.1. Commercial General Liability: l .l .1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 1.1.1.2. 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. 1.1.1.3. Defense costs shall be outside the limits of liability. 1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 1.1.3. Technology Liability (Errors & Omissions) 1.1.3.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 1.1.3.2. 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. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 1.1.3.3. Coverage shall include, but not be limited to, the following: virus; 1.1.3.3.1. Failure to prevent unauthorized access; 1.1.3.3.2. Unauthorized disclosure of information; 1.1.3.3.3. Implantation of malicious code or computer 1.1.3.3.4. Fraud, Dishonest or Intentional Acts with final Addendum Page 5 of 8 adjudication language; 1.1.3.3.5. 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 patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 1.1.3.3.6. 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. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. 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; and 1.1.3.3.7. Any other insurance as reasonably requested by City. 1.2. General Insurance Requirements: 1.2.1. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided 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 address. 1.2.2. 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. 1.2.3. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 1.2.4. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. Addendum Page 6 of 8 (signature page follows) Addendum Page 7 of 8 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: By: William Johnson (Oqt9,2023 14:06 CDT) Name: William Johnson Title: Assistant City Manager Date: Oct 9, 2023 Vendor: 10�6/v 4A&41t'1-r By: John Gallaghgr (Oct 9, 262313:10 EDT) Name: John Gallagher Title: Director, Sales Date: OCt 9, 2023 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Lauren Prieur (Oct 9, 202313:07 CDT) Name: Lauren Prieur Title: TPW Director Approved as to Form and Legality: By: Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: NA Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: 4-f - Name: Zelalem Arega Title: Construction Manager City Secretary: By: Name: Jannette S. Goodall Title: Acting City Secretary Addendum Page 8 of 8 FORT WORTH Routing and Transmittal Slip TPW Capital Delivery DOCUMENT TITLE: American Society for Testing & Materials (ASTM) M&C: NA CPN CSO 60229 DOC# Remarks: INITIALS DATE OUT 1. John Gallagher, ASTM (signer) oct s, 2024 2. Michael Myers, TPW (signer) Oct a, 2024 3. Endrias Wolde, TPW (approver) ZF- Oct s, 2024 4. Lauren Prieur, TPW (signer) oct8,2024 5. Doug Black, Legal (signer) TP oct 10, 2024 6. Jesica McEachern, ACM (signer) � oct 21, Zo24 7. Ronald Gonzales, CS Office (approver) R oct 21, 2024 8. Jannette Goodall, CS Office (signer) � OU21,2024 9. Allison Tidwell, CS Office (form filler) �- oct 22, 2024 DOCUMENTS FOR CITY MANAGER'S SIGNATURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ❑ Yes X No RUSH: ❑ Yes X No SAME DAY: ❑ Yes X No NEXT DAY: ❑ Yes X No ROUTING TO CSO: X Yes ❑ No Action Reauired: ❑ As Requested ❑ For Your Information X Signature/Routing and or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs Return to: Please call Ashley Hagen at ext.2381 for pick up when completed. Thank you.