Contract - West Publishing - 8/12/2021 CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE OF COMPUTER ASSISTED
LEGAL AND INVESTIGATIVE RESEARCH SOFTWARE
WITH
WEST PUBLISHING CORPORATION
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS AGREEMENT for the purchase of Computer Assisted Legal and
Investigative Research (CALIR) for the City of Round Rock's Police Department (referred to
herein as the "Agreement"), is made and entered into on this the 17A day of the month of
Aupsi , 2021 by and between the CITY OF ROUND ROCK, a Texas home-rule
municipality, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299
(referred to herein as the "City"), and WEST PUBLISHING CORPORATION, whose offices are
located at 610 Opperman Drive, Eagan-, Minnesota-65-1- (referred to herein as "Vendor").
00414 i23
RECITALS:
WHEREAS, City desires to purchase Computer Assisted Legal and Investigative
Research (CALIR) for the City's Police Department; and
WHEREAS, Chapter 271, Subchapter D of the Texas Local Government Code allows for
a local government to participate in a state cooperative purchasing program for the purposes of
procuring goods and services; and
WHEREAS, the Texas Department of Information Resources ("DIR") is a state approved
cooperative purchasing program wherein the state performs purchasing services on behalf of
local governments; and
WHEREAS, Vendor is an approved DIR vendor; and
WHEREAS, the City is permitted to purchase from a DIR Contract and desires to
purchase certain goods and services from Vendor's DIR Contract No. DIR-LGL-CALIR-02; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
00472990/ss2
gr2-02-4 -20(0
NOW, THEREFORE, WITNESSETH.
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City is obligated to buy specified goods and services and Vendor is obligated to provide said
goods and services. The Agreement includes all attached exhibits.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
co Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Maj*eure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides99lihtning, earthquakes, fires9urrhicanes9 storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods and services mean the specified services, supplies, materials,
commodities, or equipment.
2.01 EFFECTIVE DATE, TERM, ALLOWABLE RENEWALS, PRICES FIRM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is terminated or extended as provided herein.
Be The term of this Agreement shall be for thirty-six (36) months from the effective
date hereof.
C. City reserves the right to review the relationship with Vendor at any time, and
may elect to terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The goods and services which are the subject of this Agreement are described in Exhibit
"A," attached hereto and incorporated herein by reference for all purposes. Exhibit "A," together
with this Agreement, comprise the total Agreement and they are fully a part of this Agreement as
if repeated herein in full.
2
4.01 SCOPE OF WORK
Vendor shall satisfactorily provide all services described under the attached Exhibit "A."
Vendor's undertakings shall be limited to performing services for the City and/or advising City
concerning those matters on which Vendor has been specifically engaged. Vendor shall perform
its services in accordance with this Agreement, in accordance with the appended exhibit, in
accordance with due care, and in accordance with prevailing industry standards for comparable
services.
5.01 CONTRACT AMOUNT
In consideration for the goods and related services set forth in Exhibit "A," City agrees to
pay Vendor a total amount not -to -exceed Fifty -Six Thousand Three Hundred Ninety -One and
36/100 Dollars ($56,391.36) for the term of the Agreement.
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Vendor;
B. Purchase Order Number;
C. Description and quantity of items received or services provided; and
D. Delivery or performance dates.
7.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may affect such termination by
giving Vendor a written notice of termination at the end of its then current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 225 1, V.T.C.A., Texas Government Code, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on
which the performance of services was complete, or within thirty (30) days of the day on which
City receives a correct invoice for the performance and/or deliverables or services, whichever is
later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1
of the fiscal year in which the Payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b); however, this Policy does not apply to payments made
3
by City in the event:
A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor
or supplier about the goods delivered or the service performed that cause the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or
otherwise were offered or given by Vendor or its agents or representatives to any City officer,
employee or elected representative with respect to the performance of this Agreement. In
addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain the products from another supplier or suppliers
12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Chief Allen Banks
Round Rock Police Department
2701 North Mays Street
Round Rock, Texas 78665
(512) 218-5521
abanks(&,roundrocktexas. gov
4
13.01 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requirements as set forth at:
http://www.roundrocktexas. o� v/wp-content/uploads/2014/ 12/corr insurance 07.20112.pdf.
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if
any, and that it will not be considered in the re -advertisement of the service and that it may not
be considered in future bids for the same type of work unless the scope of work is significantly
changed.
Vendor shall be declared in default of this Agreement if it does any of the following:
A. Fails to fully, timely and faithfully perform any of its material obligations
under this Agreement;
B. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
A. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) days' written notice to Vendor.
B. In the event of any default by Vendor, City has the right to terminate this
Agreement for cause, upon ten (10) days' written notice to Vendor.
C. Vendor has the right to terminate this Agreement only for cause, that being in the
event of a material and substantial breach by City, or by mutual agreement to terminate
evidenced in writing by and between the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor
shall submit a statement showing in detail the goods and/or services satisfactorily performed
under this Agreement to the date of termination. City shall then pay Vendor that portion of the
charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services
it would have performed under the remaining term of the Agreement except as provided herein.
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorneys fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor,
or Vendor's agents, employees or subcontractors, i*n the performance of Vendor's obligations
under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be
deemed to limit the rights of City or Vendor (including, but not limited to the right to. seek
contribution) against any third party who may be liable for an indemnified claim.
18.01 CONFIDENTIALITY
Each party agrees that it will not disclose to any third party or unauthorized personnel
any information concerning the customers, trade secrets, methods, processes, procedures or any
other confidential, financial or business information of the other party which it learns during the
course of its performance of this Agreement, without the prior consent of the other party unless
such disclosure is required by law. The parties recognize and understand that City is subject to the
Texas Public Information Act and its duties run in accordance therewith
19.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and
national boards, bureaus and agencies.
Be In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
Q;Rwritten verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of this contract. The signatory executing, this Agreement on behalf of
Vendor verifies Vendor does not boycott Israel and will not boycott Israel at any time during the
term of this Agreement.
20.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
21.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Vendor:
West Publishing Corporation
610 Opperman Drive
•-Engmr, Minnesota
-a15A61. 6V,123
Notice to City:
City Manager Stephan L. Sheets, City
221 East Main Street AND TO: Attorney 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
22.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
23.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing, duly authorized by action of the City Manager or City Council.
24.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
25.01 SEVERABILITY
The invalidity, illegality, or unenforceab1*11*tY of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall 1*n no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
26.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed i*n a manner according to
generally accepted industry practices.
Tiimes of the Essence. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the
agreed ti"meframes will constitute a material breach of this Agreement. Vendor shall be fully
responsible for its delays or for failures to use best efforts in accordance with the terms of this
Agreement. Where damage i0s caused to City due to Vendor's failure to perform in these
circumstances,C"tfly may pursue any remedy available without waiver of any of CiII1111111,y's additional
legal rights or remedies.
Force Maj*eure. Neither City nor Vendor shall be deemed in violation of this Agreement
if itl'*s prevented from performing any of its obligations hereunder by reasons for which it 1*s not
responsible as defined herein. However, notice of such impediment or delay in performance
must be timely given, and all reasonable efforts undertaken to mitigate its effects.
.r
Multiple Counterparts. This Agreement may be executed 1*n multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock, Texas
By: I A V 'V
Printed Name: CpalMq!1_41\1
Title:
Date Signed: 0 • r2 - 7024
Attest:
By: -
Sara L. White, City Clerk
For City, Approved as to Form:
By: ,.
r�-Shmtts; City Attorney
West Publishi g Corporati n
By:
Printed ame: Linda M. Burton
Title: SSCMC
Date Signed: 6/25/21
Exhibit "A"
. Order Form Order ID:Q-01055942
* Contact your representative v1ndhya. ganhewa0 thomsonreuters.com with any
questions. Thank you.
Account Address
Account #: 1003943304
ROUND ROCK POLICE DEPT
RICK WHITE
2701 N MAYS ST
ROUND ROCK TX 78665-2412 US
Shipping Address
Account #: 1003943304
ROUND ROCK POLICE DEPT
RICK WHITE
2701 N MAYS ST
ROUND ROCK TX 78665-2412 US
Billing Address
Account #: 1003943304
ROUND ROCK POLICE DEPT
RICK WHITE
2701 N MAYS ST
ROUND ROCK, TX 78665-2412 US
This Order Form is a legal document between West Publishing Corporation and Subscriber. West Publishing Corporation also means "West",
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Minimum Term
Year Over Year
Service Material
Product
Quantity
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Increase During
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41308780
CLEAR PROFLEX
1
$1,520.36
36
3%
..._ . . <. Minimum Terms 010 "W"i
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Page 1of5
Exhibit "A"
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Page 2of5
Exhibit "A"
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. For Law Enforcement Agencies and Correctional Facilities Only — No Inmate Westlaw or CLEAR Access (direct or 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.
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 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 of the West software to access CD-ROM Products for security purposes.
Additional 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-01055942
Page 3 of 5
Exhibit "A"
ACKNOWLEDGEMENT 0-01055942
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
Printed Name
Title
Date
C 2020 West, a Thomson Reuters business. All rights reserved
This Order Form will expire and will not be accepted after 5/7/2021 CT.
Page 4 of 5
Exhibit "A"
i. Attachment Order ID:Q-01055942
Contact your representative v i n d h y a. g an hew a na, t h o m s o n r e u t e r s. c o m with any questions. Thank
you.
Order ID: Q-01055942
..
<. a. k ,,; vv.��k f..r,.mow... ' t &'.s
Payment Method: Order Confirmation Contact (#28)
Payment Method: Bill to Account Contact Name: White, Rick
Account Number: 1003943304 Email: rwhitegroundrocktexas.gov
SA ID: TX CALIR MSA-WEST DIR-LGL-CALIR-02 (TXMS)
ProFlex Multiple Location Details
Account Number
Account Name
Account Address
Action
2701 N MAYS ST
1003943304
ROUND ROCK POLICE
ROUND ROCK
New
DEPT
TX 78665-2412 US
ProFlex Product Details
Quantity
Unit
Service Material #
Description
200
Seats
41882302
CLEAR for Law Enforcement Plus
1
Seats
41913616
CLEAR Criminal Justice Arrest Gateway PRO Add Seat
1
Alerts
41343547
CLEAR Alerting Pro Addon
Account Contacts
Contact Name
Email Address
Customer Type Description
Rick
White
rwhite roundrocktexas.gov
CLEAR PRIMARY CONT
Rick
White
rwhite roundrocktexas.gov
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
Lapsed Products
Sub Material
Quantity
Active Subscription to be Lapsed
41308780
1
CLEAR Proflex
41913616
1
CLEAR Criminal Justice Arrest Gateway PRO Add Seat
41343547
1
CLEAR Alerting Pro Addon
41882302
200
CLEAR for Law Enforcement Plus
Page 5 of 5
Exhibit "A"
_::+•�7� THOMSON REUTERS'
Addendum to West Order Form Q-01055942
Subscriber: ROUND ROCK POLICE DEPT
Account #: 1003943304
1. Effect of Addendum. The West Order Form, the underlying General Terms and Conditions and
applicable Schedule A (collectively the "Agreement"), between you and West is amended to incorporate
the terms of this Addendum. As amended, the Agreement shall remain in full force and effect according
to its terms and conditions. All terms used in this Addendum will have the meanings given to them
herein or in the Order Form. This Addendum supersedes any and all prior understandings and
agreements, oral or written, relating to the subject matter. In the event of a conflict between the terms and
conditions of the Agreement and the terms and conditions of this Addendum, the terms and conditions of
this Addendum will control.
2. Modification to Order Form.
This Agreement is made pursuant to Option 3 of the Texas DIR Contract No. DIR-LGL- CALIR-02,
which expires on May 1, 2023.
All other terms and conditions of the Agreement will remain unchanged.
Please have this document signed by your authorized representative and returned to us along with the
signed West Order Form.
West Publishing Corporation Subscriber
Accepted By
Title
Date
Signed
Name (please print)
Title
Date
7-1-15 757