TABLE OF CONTENTS - Houstonpurchasing.houstontx.gov/bids/T26264/RFP No. S66-T26264 Legal... ·...

TABLE OF CONTENTS

PART I – GENERAL INFORMATION... ......................................................................................................... 4

General Information... ...................................................................................................................... 4

City of Houston Background ............................................................................................................ 4

Solicitation Schedule ........................................................................................................................ 4

PART II – SCOPE OF WORK / TECHNICAL SPECIFICATIONS .. .............................................................. 5

A. Purpose ...................................................................................................................................... 5

B. Scope of Work ............................................................................................................................ 5

C. Training ...................................................................................................................................... 5

D. Exhibits ....................................................................................................................................... 6

PART III – EVALUATION AND SELECTION PROCESS ............................................................................ 23

A. Interviews/Oral Presentations ... ............................................................................................... 23

B. Selection Process ..................................................................................................................... 23

C. Best and Final Offer ................................................................................................................. 23

D. Evaluation Criteria .................................................................................................................... 23

E. Additional Related Services ... .................................................................................................. 25

F. Invoicing ... ................................................................................................................................ 25

PART IV – SUBMISSION OF PROPOSAL .................................................................................................. 25

A. Instructions for Submission ...................................................................................................... 25

B. Submission Requirements ........................................................................................................ 26

PART V – EXCEPTIONS TO TERMS AND CONDITIONS ......................................................................... 28

PART VI – SPECIAL CONDITIONS ............................................................................................................ 28

A. No Contact Period ... ................................................................................................................ 28

B. Protests .................................................................................................................................... 28

PART VII – INSTRUCTIONS TO PROPOSERS .......................................................................................... 28

A. Pre-Proposal Conference... ...................................................................................................... 28

B. Additional Information and Specification Changes ................................................................... 29

C. Letter(s) of Clarification ............................................................................................................ 29

D. Examination of Documents and Requirements ........................................................................ 29

E. Exceptions to Terms and Conditions ........................................................................................ 29

F. Post-Proposal Discussions with Proposer(s) ............................................................................ 29

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PART VIII – REQUIRED FORMS TO BE SUBMITTED WITH PROPOSAL ............................................... 30

EXHIBIT I – OFFER AND SUBMITTAL, REFERENCES, PROPOSED SUBCONTRACTORS... . 31

EXHIBIT I – OFFER AND SUBMITTAL... ............................................................................. 32

EXHIBIT I – REFERENCES .................................................................................................. 33

EXHIBIT I – LIST OF SUBCONTRACTOR(S)... ................................................................... 34

EXHIBIT III – FAIR CAMPAIGN ORDINANCE .............................................................................. 35

EXHIBIT III – FORM “A”: FAIR CAMPAIGN.......................................................................... 36

EXHIBIT IV – CONTRACTOR OWNERSHIP DISCLOSURE ORDINANCE ................................. 38

EXHIBIT IV: AFFIDAVIT OF OWNERSHIP OR CONTROL... .............................................. 39

EXHIBIT V – ANTI-COLLUSION STATEMENT ............................................................................. 42

EXHIBIT VI – CONFLICT OF INTEREST QUESTIONNAIRE ....................................................... 43

PART IX – APPENDIX 1 SAMPLE CONTRACT ......................................................................................... 45

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PART I – GENERAL INFORMATION A. General Information

The City of Houston (“City”) is seeking proposals for computer-assisted legal research services and library maintenance (print publications). The City’s Legal Department seeks a product(s) that will enhance efficiency, productivity and confidence in electronic legal research.

B. City of Houston Background

The City of Houston is the fourth largest City in the United States comprising 23 departments with multiple locations throughout the City. The City has approximately 23,000 employees with approximately 500 employees involved in the procurement and/or contracting process. Contracts where the City must pay in excess of $50,000 are routed to City Council for approval. The annual volume of contracts and purchase orders issued in the City in the last five years has ranged from 19,000 to 23,000.

C. Solicitation Schedule

Listed below are the important dates for this Request for Proposal (RFP). EVENT DATE

Date of RFP Issued May 12, 2017 Pre-Proposal Conference May 31, 2017 Questions from Proposers Due to City June 2, 2017 Proposals Due from Proposers June 12, 2017 Notification of Intent to Award (Estimated) July 2017 Council Agenda Date (Estimated) July 2017 Contract Start Date (Estimated) September 1, 2017

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PART II – SCOPE OF WORK A. PURPOSE

The Legal Department’s responsibilities cover a wide variety of practice areas including, but not limited to, criminal law, civil litigation, appellate practice, real estate, pension/tax, personal injury, workers' compensation, transportation, labor, common carrier, environmental, procurement, employment discrimination, construction, government contracts, labor and employment, joint development, eminent domain, civil rights, insurance, police activity, FMLA, HIPAA, and ADA. Accordingly, the City has an ongoing requirement to access computer-assisted legal research services covering federal, state, municipal, and local laws and regulations and other statutes, codes, regulations, ordinances, published and unpublished court opinions, and the decisions, opinions, legal advice and commentary of numerous official and unofficial entities and individuals in a variety of formats as well as secondary legal resources such as treatises, hornbooks, digests, continuing legal education materials and other legal analysis and guidance.

B. SCOPE OF WORK

This procurement covers access to 24 hour, 7 days a week computer-assisted legal research services via the Internet by City employees. This acquisition is to replace the City's current contract for Services which will end on September 30, 2016.

The City’s current computer-assisted legal research services include the databases listed in Appendix A. The library maintenance services should include those publications in Appendix B, Print Publications. Any databases not specifically named in the contract will be allowed to be negotiated and added onto the contract at a later time since there may be no way to currently know or understand future departmental needs. Proposers must provide a list of all databases that they will include in Appendix A which must provide the same level of legal research coverage for the practice of law in the United States, specifically, the State of Texas, including, but not limited to the legal practice areas detailed in the preceding paragraph, such list to include the chronological scope of coverage of each database and the frequency with which each database is updated. Frequency of updates of Required Databases is of paramount importance.

Proposers may offer additional databases or material as part of its offer (Additional Databases), but it must explain in detail these additional services offered and whatever costs are incurred.

All accessible databases must include the ability to print and obtain documents via a variety of means including the Internet, email, facsimile, and overnight shipment. All materials must be retrievable so that proper Blue Book legal citation formats can be used.

Library Maintenance - Periodicals and Books: Proposer must also provide an equivalent or comparable service to the list of law library periodicals/books identified in Appendix B within the terms of a specified recognized industry standard maintenance schedule.

C. TRAINING

Training is an essential component of usability of proposer's product and must be available in a manner for City staff to be able to easily avail themselves of training when needed.

Individual users must be able to avail themselves of continued computer-assisted legal research assistance and technical support from City worksites and from other locations where they may be accessing the online legal research services over the internet.

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On-going on-site training must be made available by the successful proposer(s) for City staff at City Hall Annex, 900 Bagby, on an as-needed basis as determined by the City Attorney in his sole discretion. Within thirty days of full functionality of the Required Databases, the successful proposer will provide two sessions of group and individual training for City users for the length of time necessary to adequately train them on the Required Databases. Further training will be provided by the successful proposer(s) throughout the term of the contract.

D. EXHIBITS

The following document is provided as an aid in responding to this solicitation: Exhibit A: Special Provisions, Compute-Assisted Legal Research Services and Library Maintenance.

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SPECIAL PROVISIONS

COMPUTER‐ASSISTED LEGAL RESEARCH SERVICES AND LIBRARY MAINTENANCE

Exhibit A ‐ Online Databases ‐ (used currently)

TX Core

All Primary Law

All Analytical

TX Municipal Practitioner Advisor

Corpus Juris Secundum

Profiler Litigation History Reports

Texas Civil Pldgns, Motions & Memo

TX Workers Compensation

TX Analytical

All State and Federal Briefs

TX Practice Guides

TX Graphical Statutes

Government Contracts CounselorFormFinder Advantage

TX Practice Series

Texas Primary Law CASELAW Texas Cases

Texas Headnotes (Digest)

Texas Business Organizations Cases

Texas Civil Rights Cases

Texas Commercial Law and Contracts Cases

Texas Criminal Justice Cases

Texas Education Cases

Texas Energy Cases

Texas Environmental Law Cases

Texas Estate Planning and Probate Cases

Texas Evidence Cases

Texas Family Law Cases

Texas Finance and Banking Cases

Texas Government Benefits Cases

Texas Government Contracts Cases

Texas Health Law Cases

Texas Labor and Employment Cases

Texas Legal Ethics and Professional Responsibility Cases

Texas Pension and Retirement Benefits Cases

Texas Products Liability Cases

Texas Professional Malpractice Cases

Texas Public Utilities Reports

Texas Real Property Cases

Texas Securities and Blue Sky Law Cases

Texas Tax Regulations

Texas Taxation Cases

Texas Tort Law Cases

Texas Workers’ Compensation Cases

LEGISLATIVE SERVICE Texas Legislative Service

Texas Historical Legislative ServiceSTATUTES AND COURT RULES Texas Statutes 2006 – Annotated

Texas Statutes 2005 – Annotated







Exhibit A ‐ Online Databases

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SPECIAL PROVISIONS














Texas Statutes Unannotated

Texas Statutes Annotated

Texas Statutes General Index

Texas Environmental, Health & Safety Statutes

Texas Blue Sky Statutes

Texas Criminal Justice Statutes

Criminal Justice – Texas Court Rules

Texas Family Law Statutes

Texas Taxation Statutes

Texas Workers’ Compensation Statutes

Texas Court Rules

Texas Trial Court Rules

Texas Court Orders

TEXAS ADMINISTRATIVE SERVICE Texas Administrative Code

Texas Blue Sky Combined

Texas Blue Sky Regulations

Texas Administrative Code Index

Texas Register

Texas Attorney General Opinions

Texas Environmental Law Administrative Decisions

Texas Environmental Law Cases & Administrative Decisions

Texas Ethics Commission Advisory Opinions

Texas Legal Ethics & Professional Responsibility –

Ethics Opinions

Texas Securities Administrative Decisions

Texas Tax Regulations

Texas Taxation Administrative Decisions

Texas Taxation Cases and Administrative Materials

Texas Workers’ Compensation Cases and Administrative Decisions

Texas Workers’ Compensation Administrative Code

Texas Workers’ Compensation Administrative Decisions

INSURANCE MATERIALS Texas Insurance Cases

Texas Insurance Statutes

Texas Insurance Statutes – Core Title

Texas Insurance Statutes – Related Titles

Texas Insurance Administrative Code

Westlaw Insurance – Texas Administrative Code – Core Title

Westlaw Insurance – Texas Administrative Code – Related Regulations

Texas Insurance Bulletins

Texas Insurance Statutes, Regulations and Bulletins

SPECIALIZED DATABASES Sales and Use Tax Licenses – Texas

Texas Corporate Records & Business Registrations

Westlaw State Bulletins – Texas

West Legal Directory – TexasJOURNALS AND LAW REVIEWS Texas Journals and Law Reviews

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SPECIAL PROVISIONS



American Journal of Criminal Law

Baylor Law Review

Currents: International Trade Law Journal

Houston Business and Tax Law Journal

Houston Journal of Health Law & Policy

Houston Journal of International Law

Houston Law Review

Houston Lawyer

Journal of Air Law and Commerce

Journal of Forensic Document Examination

The Review of Litigation

SMU Law Review

Scholar: St. Mary’s Law Review on Minority Issues

South Texas Law Review

St. Mary’s Law Journal

Texas Bar Journal

Texas Journal on Civil Liberties & Civil Rights

Texas Hispanic Journal of Law and Policy

Texas Intellectual Property Law Journal

Texas International Law Journal

Texas Journal of Business Law

Texas Journal of Women and the Law

Texas Law Review

Texas Review of Entertainment & Sports Law

Texas Review of Law and Politics

Texas Tech Law Review

Texas Tech Administrative Law Journal

Texas Wesleyan Law Review

Thurgood Marshall Law Review

Texas Analytical TEXAS JURISPRUDENCE 3D Administrative Law

Affidavits

Appellate Review

Arbitration and Award

Assault and Battery

Attorney General

Attorneys at Law

Automobiles

Banks

Business and Occupation Licenses

Civil and Military Defense

Civil Rights

Commercial Code

Compromise and Settlement

Constitutional Law

Contempt

Continuance

Contracts

Costs

Courts

Criminal Law

Damages

Deeds

Delinquent Children

Discovery and Depositions

Enforcement of Judgments

Estates

Evidence

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SPECIAL PROVISIONS



Family Law

Frauds, Statute of

Government Tort Liability

Injunctions

International Law

Judges

Judgments

Judicial Council

Jury

Liens

Notice

Pleading

Premises Liability

Process, Notices and Subpoenas

Products Liability

Release

Statutes

Stipulations

Summary Judgment

Tort Liability

Trial

Trusts

Venue

Wills

TEXAS FORMS: LEGAL AND

BUSINESS ASSIGNMENT

Notice

BUSINESS ENTERPRISES Business Corporations

Buy‐Sell Agreements

Buying and Selling a Business

Joint Ventures

Partnerships

Professional Associations and Corporations

COMMERCIAL CODE Bank Deposits and Collections

Documents of Title

Fund Transfers

Investment Securities

Secured Transactions

CONSUMER PROTECTION Consumer Warranties

Credit ReportingCONTRACTS Compromises, Settlements and Releases

Employment

Indemnity

Independent Contractors

Powers of Attorney

Rescission and Modification

ESTATE PLANNING Trusts

WillsFAMILY LAW Husband and Wife

Minors

Unmarried CohabitantsLEASES Personal Property

Real PropertyNONPROFIT ASSOCIATIONS AND

CORPORATIONS

Social, Recreational and other Charities and Foundations

PERSONAL PROPERTY Liens

Lost and Unclaimed PropertyREAL PROPERTY Condominiums and Timeshares

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SPECIAL PROVISIONS



Conveyances

Easements, Licenses and Profits

Environmental Law

Liens

Options

Sales

Security Transactions

TEXAS JURISPRUDENCE PLEADING

AND PRACTICE FORMS 2D

Abandoned, Lost and Unclaimed Property

Adoption

Affidavits, Oaths and AffirmationsAppeal and Error – Civil & Criminal Cases

Assault and Other Intentional Torts

Building and Construction Contracts

Building and Savings and Loan Association

Collection and Credit Agencies

Conservation and Pollution Laws

Constitutional Law

Counterclaim, Setoff and Cross‐Claim

Courts

Criminal Procedure

Damages

Death

Depositions and Discovery

Dismissal, Discontinuance, Nonsuit

Drugs, Narcotics and Poisons

Evidence and Witnesses

False and Wrongful Imprisonment

Fires

Government Tort Liability

Guaranty

Habeas Corpus

Health Care Facilities

Incompetent Persons

Indemnity

Injunctions

Intoxicating Beverages

Judgments

Labor and Labor Relations

Lis Pendens

Malicious Prosecution

Motions, Notices and Orders

Negligence

New Trial

Partnership

Pensions and Retirement Funds

Personal Injury Allegations

Premises Liability

Products Liability

Statute of Limitations

Taxpayer and Taxpayers’ Actions

Trial

Venue

Workers’ Compensation

Civil Pleadings, Motions and

Memoranda Plus TEXAS

U.S. DISTRICT COURTS Texas Eastern District Civil Trial Filings

Texas Northern District Civil Trial Filings

Texas Southern District Civil Trial Filings

Texas Western District Civil Trial Filings

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SPECIAL PROVISIONS



STATE AND FEDERAL TRIAL COURTS Texas State and Federal Civil Trial Court Filings

Texas Federal Civil Trial Court Filings

U.S. BANKRUPTCY COURTS Texas Eastern District Bankruptcy Court Filings

Texas Northern District Bankruptcy Court Filings

Texas Southern District Bankruptcy Court Filings

Texas Western District Bankruptcy Court Filings

U.S. COURTS IN THE FIFTH CIRCUIT Mississippi Northern District Civil Trial Filings

Mississippi Southern District Civil Trial Filings

Mississippi Northern District Bankruptcy Court Filings

Mississippi Federal Civil Trial Court Filings

Louisiana Eastern District Civil Trial Filings

Louisiana Middle District Civil Trial Filings

Louisiana Western District Civil Trial Filings

Louisiana Eastern District Bankruptcy Court Filings

Louisiana Middle District Bankruptcy Court Filings

Louisiana Western District Bankruptcy Court Filings

L i i F d l Ci il T i l C t FiliTexas Graphical Statutes GRAPHICAL STATUTES

TEXAS PASTSTAT LOCATOR

TEXAS LEGISLATIVE HISTORY

Texas Municipal Law Counselor TEXAS MUNICIPAL PRACTICE

GUIDES

Texas Jurisprudence 3d – Municipal

Texas Practice Series – County and Special District Law

Texas Practice Series – MunicipalGENERAL MUNICIPAL PRACTICE

GUIDES

ALR – Municipal

Am Jur – MunicipalCivil Actions Against State and Local Government:

Its Divisions, Agencies, and Officers

Local Government Law

Matthews Municipal Ordinances

McQuillin – Law of Municipal Corporations

McQuillin – Law of Municipal Corporations:

Land Use and Zoning Practice

Ordinance Law Annotations

Private Activity Bond Tests

State and Local Government Civil Rights Liability

State and Local Government Employment Liability

State and Local Government Environmental Liability

State and Local Government Solid Waste Management

PRACTICE GUIDES ALR Zoning

Am Jur: Land Use and Zoning Practice

American Land Planning Law

Anderson’s American Law of Zoning

Federal Land Use Law & Litigation

Handling the Land Use Case: Law, Practice, and Forms

Rathkopf’s Law of Zoning and Planning

State and Local Government Land Use Liability

Subdivision Law and Growth Management

Zoning and Planning Deskbook

GENERAL PRACTICE GUIDES Bruner & O’Connor on Construction Law

Construction & Development Financing

Construction Law Digests

Employment Alert

Employment Coordinator

Environmental Regulation of Land Use

Environmental Spills Reporting Handbook

Guide to Homeland Security

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SPECIAL PROVISIONS



Hazard Communication Handbook

Housing Discrimination Law and Litigation

Law of Chemical Regulation and Hazardous Waste

Law of Solid Waste

Law of Wetlands Regulation

Lobbying, PACs, and Campaign Finance:

50 State Handbook

Managing Environmental Risk

Police Misconduct: Law and Litigation

Public Land & Resources Law Review

Smolla and Nimmer on Freedom of Speech

State Environmental Law

West’s Legal Forms: Employment

GENERAL MUNICIPAL FORMS AND

CHECKLISTS

General Municipal Forms

Am Jur Legal Forms: Land Use and Zoning PracticeAm Jur Legal Forms – Municipal

Am Jur Pleading and Practice Forms: Land Use

and Zoning Practice

Am Jur Pleading and Practice Forms – Municipal

Municipal Legal Forms

Nichols Legal Forms – Municipal

ICC MODEL CODES Model Building Code with Commentary

Model Energy Conservation Code with Commentary

Model Fire Code with Commentary

Model Fuel Gas Code with Commentary

Model Mechanical Code with Commentary

Model Performance Code with User’s Guide

Model Plumbing Code with Commentary

Model Private Sewage Disposal Code

Model Property Maintenance Code with Commentary

Model Residential Code with Commentary

Model Urban‐Wildland Interface Code

Model Zoning Code

International Existing Building Code

TEXAS AND NATIONAL PUBLIC

RECORDS

Texas Adverse Filings

Texas Asset LocatorTexas Bankruptcy Filings

Texas Business Finder Records

Texas Business Locator – Abstract Records

Texas Corporate Records and Business Registrations

Texas Dun & Bradstreet Business Directory

Texas Fictitious Business Name Records

Texas Lawsuit Filings

Texas Liens and Civil Judgments

Texas Litigation Preparation

Texas Medical Licenses

Texas People Finder – Name Tracker

Texas Professional Licenses

Texas Public Records Combined

Texas Real Property Pre‐foreclosure Records

Texas Real Property Tax Assessor Records

Texas Real Property Tax Assessor, Transaction,

and Pre‐foreclosure Records

Texas Real Property Transaction Records

Texas UCC, Lien, and Civil Judgment Records

Texas Uniform Commercial Code Records

Texas Unlawful Detainers

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SPECIAL PROVISIONS



Aircraft Records

Death Records

Executive Affiliation Records

Insider Stock Transactions

Political Donor Information

Voter Registration Information

Watercraft Records

JOURNALS AND LAW REVIEWS Construction Briefings

Election Law Journal

Journal of Affordable Housing & Community Development

McQuillin Municipal Law Report

Real Estate Law Report

Zoning and Planning Law Report

Texas Practice Guide TEXAS PRACTICE GUIDE Alternative Dispute Resolution

Business and Commercial Litigation

Business Entities

Business Transactions

Civil Appeals

Civil Pretrial

Civil Trial

Creditors Rights

Criminal Practice and Procedure

Discovery

Employment Practice

Evidence

Family Law

Financial Transactions

Insurance Litigation

Personal Injury 2d

Probate

Real Estate Litigation

Real Estate Transactions

Torts

Wills, Trusts, and Estate Planning

Texas Practice Series TEXAS PRACTICE SERIES

TEXAS PRACTICE SERIES:

HANDBOOK ON TEXAS EVIDENCE

TEXAS PRACTICE SERIES: RULES OF

EVIDENCE

TEXAS PRACTICE SERIES: COUNTY

AND SPECIAL DISTRICT LAW

TEXAS PRACTICE SERIES: REAL

PROPERTY

TEXAS PRACTICE SERIES: THE JURY

CHARGE FOR TEXAS CIVIL

LITIGATIONTexas Workers’ Compensation TEXAS AND NATIONAL FORMS,

CHECKLISTS, AND CLAUSES

FormFinder: Texas Workers’ Compensation Forms, Checklists, and Clauses

FormFinder: National Workers’ Compensation Forms, Checklists, and

Clauses

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SPECIAL PROVISIONS



TEXAS WORKERS’ COMPENSATION

MATERIALS

Texas Employment Law Letter

Texas Legislative Service

Texas Workers’ Compensation Administrative Code

Texas Workers’ Compensation Cases

Texas Workers’ Compensation Cases and Administrative Decisions

Texas Workers’ Compensation Statutes

Texas Workers’ Compensation Texts

Workers’ Comp – Texas: A Legal Reporter for Texas EmployersNATIONAL/FEDERAL WORKERS’

COMPENSATION MATERIALS

American Jurisprudence, 2d: Workers’ Compensation

American Jurisprudence Legal Forms, 2d: Workers’ Compensation

American Jurisprudence Pleading and Practice: Workers’ Compensation

American Law Reports: Workers’ Compensation

Black Lung Deskbook: Federal Workers’ Compensation – Benefits Review

BoardCJS Workers’ Compensation

FJC: Admiralty & Maritime Law – Workers’ Compensation

Federal and State Guide to Employee Medical Leave, Benefits and

Disabilities LawsFederal Employees Compensation Act Practice Guide

Modern Workers’ Compensation

West Legal Directory: Workers’ Compensation

Westlaw Topical Highlights: Labor & Employment

Workers’ Comp Bottom Line Newsletter

Workers’ Comp Newsletter

Workers’ Compensation Guide

Workers’ Compensation Law Reviews, Texts, and Bar Journals

All Analytical AMERICAN LAW REPORTS ALR 2d ‐ State and Federal issues form 1948 to 1965

ALR 3d ‐ State issues from 1965 to 1980

Federal issued from 1956 to 1969

ALR 4th ‐ State issues from 1980 to 1991

ALR 5th ‐ State issues from 1992 to 2004

ALR 6th ‐ State issues from 2005 to present AM JUR 2D

AM JUR PLEADING & PRACTICE

FORMS ANNOTATED

Notices

Complaints

Petitions

Declarations

Summonses

MotionsReplies

Answers

Counterclaims

Cross‐complaints

Discovery forms

Affidavits

Stipulations

Subpoenas

Orders

Writs

Jury instructions

Findings of fact

Judgments

Bonds

Decrees

And more

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SPECIAL PROVISIONS



AM JUR PROOF OF FACTSEach Proof of Facts article provides:

Elements of proof checklists

Elements of damages checklists

Model discovery

Sample proofs

Legal background

Practice and evidentiary considerations

Technical background

Defense considerations

Artwork and illustrations

Bibliography

Personal injury/tort litigation

Medical/hospital malpractice claims

Products liability claims

Attorney/other professional malpractice claims

Insurance coverage/bad faith litigation

Real estate litigation

Business torts

Commercial litigation

Trademark/copyright litigation

AM JUR TRIALSEach article provides advice on:

Interviewing clients

Managing a heavy caseload and staff

assignments

Locating medical, scientific, and technical

experts

Conducting more effective direct and cross‐

examination

Composing opening statements and closing

arguments

Railroad accidents

Drunk driving defense – breath scores

Traumatic infant brain injuries

Wrongful death in police custody

Failure to properly diagnose/treat cancer

Daubert challenges to scientific evidence

Sexual harassment

Lender liability

RESTATEMENT OF THE LAW Agency

Conflict of laws

Foreign relations law

Judgments

Property

Restitution

Suretyship and guaranty

Torts

Trusts

Unfair CompetitionWRIGHT & MILLER FEDERAL

PRRACTICE AND PROCEDUREWEST’S FEDERAL FORMS

FEDERAL PROCEDURE

FEDERAL PROCEDURAL FORMS Pleading forms for motions, complaints, orders, answers, cross‐claims,

interrogatories, and more

Expert guidance

References to USCA®, CFR, and federal caselawCAUSES OF ACTION Articles

Cross‐references

Related or alternative causes of action

Practice and procedure

Damages awards surveys

Practice checklists

Sample cases

Sample pleadings

Research guides

Practice guides

Tables of cases

HANDBOOK OF FEDERAL EVIDENCE Full text of Rules of Evidence

Legislative history and committee notes

Author analysis of federal decisions

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FEDERAL JURY PRACTICE AND

INSTRUCTIONS

Federal Jury Practice

General Instructions for Federal Criminal Cases

Instructions for Particular Federal Criminal Cases

General Instructions for Federal Civil Cases

Instructions for Civil Diversity Cases

Instructions for Civil Actions Governed by Federal LawLAW REVIEWS AND JOURNALS

KEYCITE

STATE CASELAW State Cases

State and Federal Cases

State Headnotes

State Court Orders

State Court Rules

STATE STATUTES State Statutes – Unannotated

State Statutes – Annotated

State Statutes – Annotated (annual)

State Statutes – General Index

State Statutes (topical)

STATE ADMINISTRATIVE MATERIALS State Administrative Code Multibase

State Administrative Code

State Administrative Code – Index (selected states)

State Administrative Code (topical)

Attorney General Opinion Multibase

State Attorney General Opinions

State Administrative Registers (selected states)

State Bulletins (selected states)

Municipal Codes and Charters (selected cities)FEDERAL CASELAW U.S. Supreme Court Cases

U.S. Supreme Court Cases (before 1945)

U.S. Supreme Court Headnotes

U.S. Courts of Appeal Cases

U.S. Courts of Appeal Cases (before 1945)

U.S. Courts of Appeals Headnotes

U.S. Court of Appeal Cases (circuit)

U.S. District Courts Cases

U.S. District Courts Cases (before 1945)

U.S. District Courts Headnotes

U.S. District Courts Cases (circuit)

U.S. District Courts Unreported Cases

U.S. Specialty Courts’ Cases

U.S. Cases (topical)

Federal Orders

Federal Rules

FEDERAL STATUTES Unites States Code

Unites States Code Annotated

Unites States Code Annotated – General Index

Unites States Code Annotated – Tables

Unites States Code Annotated (annual)

U.S. Code Congressional and Administrative News

U.S. Public Laws

U.S. Political Transcripts

U.S. Congressional Testimony

Uniform Laws Annotated

ULA Model Penal Code

Statutes (topical)

Statutes (individual)

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SPECIAL PROVISIONS



FEDERAL ADMINISTRATIVE

MATERIALS

Code of Federal Regulations

Code of Federal Regulations (annual)

Federal Acquisition Regulations

Administrative Decisions (topical)

Administrative Bulletins, Manuals and Other Materials (topical)

District of Columbia and Territorial Law

Westlaw BulletinAppellate Court Briefs U.S. TAX COURT Federal Taxation – Tax Court Briefs

Selected briefs filed with the U.S. Tax Court

U.S. Courts of Appeals

U.S. Court of Appeals Briefs

U.S. Court of Appeals Petitions

Federal Circuit Briefs

First Circuit Briefs

Second Circuit Briefs

Third Circuit Briefs

Fourth Circuit Briefs

Fifth Circuit Briefs

Sixth Circuit Briefs

Seventh Circuit Briefs

Eighth Circuit Briefs

Ninth Circuit Briefs

Tenth Circuit Briefs

Eleventh Circuit Briefs

D.C. Circuit Briefs

Armed Forces Briefs

U.S. COURTS OF APPEALS ‐

CRIMINAL

U.S. Court of Appeals Criminal Briefs

Criminal Petitions

Federal Circuit Criminal Briefs

First Circuit Criminal Briefs

Second Circuit Criminal Briefs

Third Circuit Criminal Briefs

Fourth Circuit Criminal Briefs

Fifth Circuit Criminal Briefs

Sixth Circuit Criminal Briefs

Seventh Circuit Criminal Briefs

Eighth Circuit Criminal Briefs

Ninth Circuit Criminal Briefs

Tenth Circuit Criminal Briefs

Eleventh Circuit Criminal Briefs

D.C. Circuit Criminal Briefs

STATE AND FEDERAL COURTS Federal Briefs All

State Briefs All

All State Criminal Briefs

Alabama Supreme Court Briefs

Alaska BriefsArizona Briefs

Arkansas Briefs

California Briefs

California Criminal Briefs

Colorado Briefs

Connecticut Briefs

Delaware Supreme Court Briefs

D.C. Court of Appeals Briefs

Florida Briefs

Florida Criminal Briefs

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Georgia Briefs

Hawaii Supreme Court Briefs

Idaho Supreme Court Briefs

Illinois Briefs

Illinois Criminal Briefs

Indiana Briefs

Iowa Supreme Court Briefs

Kansas Briefs

Kentucky Briefs

Louisiana Briefs

Louisiana Criminal Briefs

Maine Supreme Judicial Court Briefs

Maryland Briefs

Massachusetts Briefs

Massachusetts Criminal Briefs

Michigan Briefs

Minnesota Briefs

Mississippi Supreme Court Briefs

Missouri Briefs

Montana Supreme Court Briefs

Nebraska Briefs

Nevada Supreme Court Briefs

New Hampshire Supreme Court Briefs

New Jersey Briefs

New Mexico Supreme Court Briefs

New York Briefs

New York Criminal Briefs

North Carolina Briefs

North Dakota Supreme Court Briefs

Ohio Briefs

Ohio Criminal Briefs

Oklahoma Supreme Court Briefs

Oregon Briefs

Pennsylvania Briefs

Pennsylvania Criminal Briefs

Rhode Island Supreme Court Briefs

South Carolina Briefs

South Dakota Supreme Court Briefs

Tennessee Supreme Court Briefs

Texas Briefs

Texas Criminal Briefs

Utah Supreme Court Briefs

Vermont Supreme Court Briefs

Virginia Briefs

Washington Briefs

Washington Criminal Briefs

West Virginia Supreme Court of

Appeals Briefs

Wisconsin Briefs

Wisconsin Criminal Briefs

Wyoming Supreme Court Briefs

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SPECIAL PROVISIONS



Corpus Juris Secundum CORPUS JURIS SECUNDUM

CORPUS JURIS SECUNDUM:

INSURANCE


INTERNAL REVENUE


PATENTSWestlaw FormFinder Advantage ADMIRALTY

ARBITRATION

ARTTS, ENTERTAINMENT, SPORTS

BANKING AND FINANCE

BANKRUPTCY

BUSINESS ORGANIZATIONS

CIVIL RIGHTS

COMMERCIAL LAW

CONSTRUCTION LAW

COPYRIGHT

CREDITOR‐DEBTOR

DUI/MISDEMEANOR LAW

EDUCATION LAW

EMPLOYMENT LAW

ENERGY LAW

ENVIRONMENTAL LAW

ESTATE PLANNING AND PROBATE

ETHICS AND PROFESSIONAL

RESPONSIBILITYFAMILY LAW

FOOD, DRUG AND SAFETY

GOVERNMENT CONTRACTS

HEALTH

IMMIGRATION LAW

INSURANCE DEFENSE

INTERNATIONAL LAW

LITIGATION ‐ CIVIL APPELLATE

LITIGATION ‐ CIVIL TRIAL

LITIGATION ‐ CRIMINAL

PROCEDURE (STATE VS. FEDERAL)LITITATION ‐ FEDERAL APPELLATE

PROCEDURELOCAL GOVERNMENTS

MEDICAL MALPRACTICE

PATENTS

PERSONAL INJURY

PRODUCTS LIABILITY

PUBLIC UTILITIES

REAL ESTATE

SECURITIES

SOCIAL SECURITY

TAXATION

TELECOMMUNICATIONS

TRADEMARDKS, TRADE DRESS AND

TRADE NAMESTRANSPORTATION

WORKERS' COMPENSATION

ZONING AND PLANNING

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SPECIAL PROVISIONS



Government Contracts Counselor GOVERNMENT CONTRACTS CORE American Jurisprudence 2d – Government Contracts

American Law Reports Government Contracts

Bruner & O’Connor on Construction Law

Civilian Personnel Law Manual

Corpus Juris Secundum: Government Contracts

False Claims Act and Qui Tam Quarterly Review

False Claims Act: Fraud Against the Government

Federal Procedural Forms

Federal Procedural Forms – Class Actions

Federal Procedural Forms – Insurance Defense

Federal Procedure Lawyers Ed. –Government Contracts

Government Accountability Office Reports

Government Accounting Office Redbook

Government Contract Awards: Negotiation and

Sealed Bidding

Government Contract Changes

Government Contract Compliance Handbook

Government Contract Costs and Pricing

Government Contract Costs, Pricing and Accounting Report

Government Contract Guidebook

Government Contracts Under the Federal

Acquisition Regulation

Guide to Homeland Security

Public Procurement Law Review

West Legal Directory – Government Contracts

COURT RULES KeyRules – U.S. Court of Federal Claims

GAO Bid Protest Rules

FEDERAL FORMS, CHECKLISTS &

CLAUSES

Government Contracts Forms

INDUSTRY NEWS & INFORMATION FedBizOpps (Federal Business Opportunities – formerly Commerce

Business Daily)

Aerospace Daily

Aerospace Propulsion

Atlantic Trade Report & Global Defense IndustryC4I News

Composite News: Infrastructure

Corps Report

Defense & Aerospace Electronics

Defense Conversion

Defense Daily

Defense Marketing International

Defense Technology Business

Global Positioning & Navigation News

Government Computer News

Government Contracts Topical News

Helicopter News

Infrastructure Finance

Russian Aerospace & Technology

Satellite Week

SDI Intelligence Report

Space Business News

Space Commerce Week

Space Exploration Technology

Space Station News

Super Collider News

Tactical Technology

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SPECIAL PROVISIONS



NEWSLETTERS Andrews Government Contract Litigation Reporter

Briefing Papers

Government Contractor

International Government Contractor

Nash & Cibinic Report

Online Continuing Legal Education

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PART III – EVALUATION AND SELECTION PROCESS An evaluation committee shall evaluate Proposers submissions in accordance with the evaluation criteria listed in Part VI. Upon completion of the evaluation, the committee may develop a short list of Proposer(s) meeting the technical competence requirements. The shortlisted Proposer(s) may be scheduled for a structured oral presentation, demonstration, interview and negotiations. Following these City-to-Proposer(s) meetings, the evaluation team will summarize their findings and recalculate their scores, if needed. However, the evaluation committee reserves the right to issue letter(s) of clarification when deemed necessary to any or all Proposer(s). The oral presentations, demonstrations and/or interviews may be recorded and/or videotaped. A. Interviews/Oral Presentations/Demonstrations

The City reserves the right to request that Proposer(s) provide a final presentation handout of its Proposal at their scheduled meeting. No Proposer may attend presentations of any other Proposer. If necessary, Proposers may be scheduled for more than one presentation, demonstration, or interview.

B. Selection Process

Upon review of all information provided by Proposers, the evaluation committee will make a recommendation for selection to City officials. The City reserves the right to check references on any projects performed by the Proposer, whether provided by the Proposer or known by the City. Selected Proposal shall be submitted for approval by the appropriate City officials. The City of Houston intends to select a Proposal that best meets the needs of the City and that provide the best overall value. Upon approval of the selected Proposer, a contract shall be executed by the appropriate City officials.

C. Best and Final Offer (BAFO)

City reserves the right to request a Best and Final Offer from finalist Proposer(s), if necessary. At a minimum, the Best and Final Offer would consist of submitting a final Fee Schedule with associated costs, and address any outstanding items previously identified during the evaluation of Proposals.

If the City chooses to invoke a “required BAFO” option, Proposals shall then be re-evaluated by the evaluation committee. The BAFO shall include instructions, requirements, and a specified submission due date.

D. Evaluation Criteria

1. Responsiveness of Proposal (Pass/Fail)

Proposal shall be responsive to all material requirements that will enable the evaluation committee to evaluate proposals in accordance with the evaluation criteria so as to make a recommendation to City officials.

2. Technical Competence/Requirements

Extent to which proposed solution meet the needs of the City including but not limited to the desired features, experience, training program, customer services and ease of use, as expressed in this RFP.

Experience - 10 Points Maximum The proposers shall provide a narrative description of their firm's experience in providing the services as requested. At a minimum, the narrative should describe the number of years of firm’s

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experience in providing the services requested giving examples of other governmental entities and corporations of similar stature to that of Houston. Training - 10 Points Maximum The proposal will be evaluated with regard to the availability of training as requested to all end-users. Factors will include availability of on-site training and on-line training. Ease of access to training as well as the range of subjects covered will be considered. Product Offerings - 30 Points Maximum The maximum points will be given relative to the amount and detail of the requested services and products mentioned herein. Also, end-user "ease of use" with the online database services within the City will be a factor. Product Requirements:

1. Required Databases: Whether the proposal demonstrates availability of the required databases. The required databases must be available 24 hours a day, 365 days a year.

2. Additional Databases: Proposals will also be evaluated on the availability of additional databases. If offered, additional databases must meet the same availability criteria as required databases.

3. Library Maintenance: Periodicals and Books: Ability to provide the requested books and periodicals (current versions) as listed in Appendix B. This list is not exhaustive and can be amended at any time. The contract for these items may be provided for in a separate agreement.

Technical Support and Customer Service Personnel Availability - 30 Points Maximum

Technical Support: The proposer shall provide detail showing the key personnel proposed to ensure compliance with this request and the resultant contract, if any. For the key personnel identified, the proposer shall provide information that identifies the individual's education and overall years of experience to provide support for the requested services.

Customer Service: The proposal will be evaluated on the level of customer service provided to end-users. Evaluation factors will include availability of 24 hour toll-free research and technical assistance and substantive knowledge of the customer service staff (i.e., whether law librarians and/or lawyers are available to provide computer-assisted legal search assistance and whether other experts are available for non-legal databases).

Financial Stability of the Proposer - (Pass/Fail) Audited financial statements for past two (2) years, and Federal Tax Forms filed to the Internal Revenue Service (IRS) for the past two (2) fiscal years or Dunn & Bradstreet Report.

3. Price Proposal (20 Points) and below

3.1 THE PRICE PROPOSAL MUST BE SUBMITTED IN A SEPARATE SEALED ENVELOPE that is clearly marked with the RFP title and solicitation number and the label “Price Proposal”.

The City will evaluate the pricing portion of submitted proposals for reasonableness, completeness, and realism as appropriate. Each proposer's cost will be evaluated based upon pricing for all services and products contemplated in this RFP for a term of up to three years. Prices should be quoted on a year to year basis.

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Note: Hire Houston First (HHF) Ordinance (2011-0766): At the conclusion of scoring

Proposals, preference points shall be distributed in the following manner:

5 Points: For Proposer firm residing within the City of Houston city limits; 3 Points: For Proposer whose firm is a local business residing within the adjoining

10 counties to the City of Houston city limits. 0 Points: For Proposer whose company does not reside within Houston city limits,

or within its adjacent 10 surrounding counties.

E. ADDITIONAL RELATED SERVICES

1. In submitting Proposal, Proposer(s) shall indicate a willingness to negotiate future potential additional services deemed appropriate for the scope of services, as provided herein, or deemed necessary and/or desirable by the City.

F. INVOICING

1. The City is a single entity for accounting, billing, and discounting. Any invoices accompanied by detailed supplements and other backup documents are to be submitted for payments to:

2. Department of Houston Legal Department Attention: Alice Wilson P. O. Box 368 Houston, Texas 77001-0368 3. The City requires timely and accurate accounting and billing information.

PART IV – SUBMISSION OF PROPOSAL

A. Instructions for Submission

1. Number of Copies. Submit six (6) copies of the Proposal, including one (1) printed originals

signed in BLUE ink, and six (6) electronic thumb drives sealed in a separate envelope bearing the assigned solicitation number (located on the first page of this RFP document) to: City Secretary’s Office City Hall Annex, Public Level 900 Bagby Street Houston, Texas 77002 The City of Houston shall bear no responsibility for submitting responses on behalf of any Proposer. Proposer(s) may submit their Proposal to the City Secretary’s Office any time prior to the stated deadline.

2. Time for Submission. Proposals shall be submitted no later than the date and time indicated

for submission in this RFP. Late submittals will not be considered and will be returned unopened.

3. Format. Proposal must be left-bound with information on both sides of the page when

appropriate. Material should be organized following the order of the submission requirements

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separated by labeled tabs, and shall be securely bound. Submission materials will not be returned to Proposers.

4. Complete Submission. Proposers are advised to carefully review all the requirements and

submit all documents and information as indicated in this RFP. Incomplete proposals may lead to a proposal being deemed non-responsive, meaning that non-responsive proposals will not be considered.

5. Packaging and Labeling. The outside wrapping/envelope shall clearly indicate the RFP title,

date, and time for submission. It shall also indicate the name of the proposer. The Price Proposal shall be submitted in a separate sealed envelope. The envelope shall clearly identify the content as “Price Proposal.” Thumb drives shall be submitted in yet another sealed envelope and marked accordingly. All other submission requirements shall be included with the Proposer’s Technical Proposal.

6. Timely Delivery of Proposals. The Proposal, including the Technical Proposal, Fee Schedule

and signed Offer and Submittal form must be delivered by hand or mailed by one’s preferred courier to the address shown on the cover sheet of this RFP. Include the RFP number on any package delivered or sent to the City Secretary’s Office and on any correspondence related to the Proposal. If using an express delivery service, the package must be addressed and delivered specifically to the City Secretary’s Office. Packages delivered by express mail services to other locations may not be re-delivered to its final destination by the deadline hour.

7. Late Proposals. Proposers remain responsible for ensuring that its Proposal is received at the

time, date, place, and office specified. The City assumes no responsibility for any Proposal not received, regardless of whether the delay is caused by the U.S. Postal Service, a courier delivery service, or some other act or circumstance.

B. Submission Requirements

1. Cover Letter. The cover letter shall be signed by an authorized representative of the Proposer. The letter should indicate the Proposer’s commitment to provide the services proposed, and contain evidential information supporting that your firm exists within Harris County.

2. Executive Summary: The executive summary should include a brief overview of the solution proposed, the overall strategy for implementation, the key personnel who will be responsible for seeing the project through completion.

3. Offer and Submittal Form: See Exhibit I

4. General Company Information: Provide the name of your company (including the name of any parent company), business address, e-mail address, Federal Tax ID number, telephone number, and fax number. 4.1 Key Personnel: Identify the key personnel that will be committed to the project. The City reserves the right to reject any key personnel proposed if it is determined in the City’s best interest. All key personnel must be committed to the project at the appropriate time level. Proposer understands that the qualifications and experience of key personnel proposed will be factored into the evaluation process; therefore, key personnel must not be replaced without the approval of the City. Any approved substitutions must be with personnel of equal or better qualifications. In addition, any other commitments must not conflict with the level of commitment proposed for this project. 4.2 Provide names and titles of key personnel and an organizational chart of your proposed project team. Provide professional resumes of all key personnel.

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5. Knowledge and Experience: Provide detailed relevant information about your company’s knowledge and experience, including:

5.1 Summarize three or more deployments (in similar size and scope to this RFP), with brief descriptions that demonstrate your experience providing consulting service for a major metropolitan area; 5.2 Submit a written plan of action on how you will meet the City’s requirements; 5.3 Company track record: Provide a brief summary of firm’s background history, number of years in business, total number of employees, key personnel and their availability to be deployed on this project for the City of Houston.

6. Client References: Provide the name and reference contact information for three (3) clients for

whom you have provided similar services to municipalities within the past three (3) years. Provide size and scope of each project with brief descriptions of the projects. Specifically, provide the following:

6.1 Name and location of project(s);

6.2 “CURRENT” reference contact name, telephone numbers, and e-mail addresses;

6.3 Total number of spaces managed (off-street and on-street);

6.4 Deployment completion date(s) or current status;

6.5 List out any key Youth Program features that may distinguish your company from the

competition.

7. Financial Stability: a) Provide the audited financial statements for the past two (2) years; and b) submit either the Federal Tax Forms filed to the Internal Revenue Service (IRS) for the past two fiscal years (or) your firm’s Dunn & Bradstreet Report. (At a minimum, include the letter of opinion, balance sheet, schedules, and related auditor’s notes.)

8. Exceptions to Standard Contract: Submit any Exceptions to the standard contract and include

the rationale for taking the Exception. Provide rationale for objections to the Article. Such Exceptions will be considered when evaluating the Proposer’s response to this RFP. If you are proposing alternate language, include the proposed language for consideration, along with the corresponding Article Nos. within the RFP.

9. Legal Actions: Provide a list of any pending litigation and include a brief description of the

reason for legal action. 10. Conflict of Interest: Provide information regarding any real or potential conflict of interest.

Failure to address any potential conflict of interest upfront may be cause for rejection of the Proposal.

11. Other: Submit any information the Proposer deems pertinent to demonstrating its qualifications

to perform the services being requested, such as memberships in any professional associations, documents, examples, etc.

12. Forms and Certifications: Complete all forms and certifications attached, as appropriate.

13. Contract: Each Contract submitted must bear an original signature and date. Include copy of license agreement(s) that Proposer would want to include in the contract.

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14. Price Proposal: Please submit price proposal with the level detail provided in Exhibit A.

PART V – EXCEPTIONS TO TERMS AND CONDITIONS

All exceptions included with the Proposal shall be submitted in a clearly identified separate section of the Proposal in which the Proposer clearly cites the specific paragraphs within the RFP where the Exceptions occur. Any Exceptions not included in such a section shall be without force and effect in any resulting contract unless such Exception is specifically referenced by the Chief Procurement Officer or designee, City Attorney, Director(s) or designee in a written statement. The Proposer’s preprinted or standard terms will not be considered by the City as a part of any resulting contract.

All Exceptions that are contained in the Proposal may negatively affect the City’s Proposal

evaluation based on the evaluation criteria as stated in the RFP, or result in possible rejection of Proposal.

PART VI – SPECIAL CONDITIONS A. No Contact Period

Neither Proposer(s) nor any person acting on Proposer(s)'s behalf shall attempt to influence the outcome of the award by the offer, presentation or promise of gratuities, favors, or anything of value to any appointed or elected official or employee of the City of Houston, their families or staff members. All inquiries regarding the solicitation are to be directed to the designated City Representative identified on the first page of the solicitation. Upon issuance of the solicitation through the pre-award phase and up to the date the City Secretary publicly posts notice of any City Council agenda containing the applicable award, aside from bidder's formal response to the solicitation, through the pre-award phase, written requests for clarification during the period officially designated for such purpose by the City Representative, neither Proposers(s) nor persons acting on their behalf shall communicate with any appointed or elected official or employee of the City of Houston, their families or staff through written or oral means in an attempt to persuade or influence the outcome of the award or to obtain or deliver information intended to or which could reasonably result in an advantage to any bidder. However, nothing in this paragraph shall prevent a bidder from making public statements to the City Council convened for a regularly scheduled session after the official selection has been made and placed on the City Council agenda for action, or to a City Council committee convened to discuss a recommendation regarding the solicitation.

B. Protests

“Protests should be filed in accordance with the City of Houston Administrative Policy (A.P. No. 5-12)” http://www.houstontx.gov/policies/administrative_policies.html

PART VII – INSTRUCTIONS TO PROPOSERS A. Pre-Proposal Conference

A Pre-Proposal Conference will be held at the date, time, and location as indicated on the first page of the RFP document. Interested Proposer(s) are encouraged to attend. It will be assumed that potential Proposer(s) attending this meeting have reviewed the RFP in detail, and are prepared to bring up any substantive questions not already addressed by the City.

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B. Additional Information and Specification Changes

Requests for additional information and questions should be addressed to the Finance Department, Strategic Procurement Division, Shannon Pleasant, Sr. Procurement Specialist, by telephone: (832) 393-8723; or by the preferred e-mail method to [email protected] no later than 2:00 PM, CST June 2, 2017. The City of Houston shall provide written responses to all questions received by Proposers prior to the RFP submittal deadline. Questions received from all Proposer(s) shall be answered by the City and sent to Proposer(s) who are listed as having obtained the RFP. Proposer(s) shall be notified in writing of any changes in the specifications contained within this RFP.

C. Letter(s) of Clarification

1. All Letters of Clarification and interpretations to this Solicitation shall be in writing. Any Letter of Clarification(s) or interpretation that is not in writing shall not legally bind the City of Houston. Only information supplied by the City of Houston in writing or in this RFP should be used in preparing Proposal responses.

2. The City does not assume responsibility for the receipt of any Letters of Clarification sent to

Proposer(s). D. Examination of Documents and Requirements

1. Each Proposer shall carefully examine all RFP documents and familiarize themselves with all requirements prior to submitting a Proposal to ensure that the Proposal meets the intent of this RFP.

2. Before submitting a Proposal, each Proposer shall be responsible for making all investigations

and examinations that are necessary to ascertain conditions and affecting the requirements of this RFP. Failure to make such investigations and examinations shall not relieve the Proposer from obligation to comply, in every detail, with all provisions and requirements of the RFP.

E. Exceptions to Terms and Conditions

1. All Exceptions included with the Proposal shall be submitted in a clearly identified separate section of the Proposal in which the Proposer clearly cites the specific paragraphs within the RFP where the Exceptions occur. Any Exceptions not included in such a Section shall be without force and effect in any resulting contract unless such Exception is specifically referenced by the Chief Procurement Officer, City Attorney, Director(s) or designee in a written statement. The Proposer’s preprinted or standard terms will not be considered by the City as a part of any resulting contract.

2. All Exceptions that are contained in the Proposal may negatively affect the City’s Proposal

evaluation based on the evaluation criteria as stated in the RFP, or result in possible rejection of Proposal.

F. Post-Proposal Discussions with Proposer(s)

It is the City’s intent to commence final negotiation with the Proposer(s) deemed most advantageous to the City. The City reserves the right to conduct post-proposal discussions with any Proposer(s).

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PART VIII – REQUIRED FORMS TO BE SUBMITTED WITH PROPOSAL

A. Offer and Submittal, List of References, and List of Proposed Subcontractors (Exhibit I) B. Fair Campaign Ordinance Form “A” (Exhibit III)

C. Affidavit of Ownership or Control (Exhibit IV)

D. Anti-Collusion Statement (Exhibit V)

E. Conflict of Interest Questionnaire (Exhibit VI) PART X – REQUIRED FORMS TO BE SUBMITTED BY RECOMMENDED VENDOR ONLY Required forms shall be supplied to the Contractor after the award recommendation:

A. Insurance Requirements and Insurance Certificate. For samples please visit the following links:

http://purchasing.houstontx.gov/forms/Certificate_of_Insurance.pdf and http://purchasing.houstontx.gov/forms/Sample_Insurance_Endorsements.pdf

B. Drug Compliance Agreement “A,” Drug Policy Compliance Declaration Agreement “B,” and Contractor’s Certification of No Safety Impact Positions “C” and “D”

C. City Contractors’ Pay or Play Acknowledgement Form (POP-1)

http://www.houstontx.gov/obo/payorplay/pop1.pdf and Pay or Play Certificate of Compliance (POP-2) http://www.houstontx.gov/obo/payorplay/pop2.pdf

D. Hire Houston First Affidavit (Download Copy at http://www.houstontx.gov/obo/hirehoustonfirst.html and submit to Office of Business Opportunity, Houston Business Solutions Center by e-mail to [email protected], or fax to 832-393-0650, or submit copy with proposal

E. Requested information outlined in the scope of work and other additional relevant/supporting

information, or alternate Proposal.

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EXHIBIT I

OFFER AND SUBMITTAL, REFERENCES, PROPOSED SUBCONTRACTORS

PAGE INTENTIONALLY LEFT BLANK

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EXHIBIT I OFFER AND SUBMITTAL

NOTE: PROPOSAL MUST BE SIGNED AND NOTARIZED BY AN AUTHORIZED REPRESENTATIVE(S) OF THE PROPOSER, WHICH MUST BE THE ACTUAL LEGAL ENTITY THAT WILL PERFORM THE CONTRACT IF AWARDED AND THE TOTAL FIXED PRICE CONTAINED THEREIN SHALL REMAIN FIRM FOR A PERIOD OF ONE-HUNDRED EIGHTY (180) DAYS. "THE RESPONDENT WARRANTS THAT NO PERSON OR SELLING AGENCY HAS BEEN EMPLOYED OR RETAINED TO SOLICIT OR SECURE THIS CONTRACT UPON AN AGREEMENT OR UNDERSTANDING FOR A COMMISSION, PERCENTAGE, BROKERAGE, OR CONTINGENT FEE, EXCEPTING BONA FIDE EMPLOYEES. FOR BREACH OR VIOLATION OF THIS WARRANTY, THE CITY SHALL HAVE THE RIGHT TO ANNUL THIS AGREEMENT WITHOUT LIABILITY OR, AT ITS DISCRETION, TO DEDUCT FROM THE CONTRACT PRICES OR CONSIDERATION, OR OTHERWISE RECOVER THE FULL AMOUNT OF SUCH COMMISSION, PERCENTAGE, BROKERAGE OR CONTINGENT FEE." Respectfully Submitted: _______________________________________________________________________________________ (Print or Type Name of Contractor – Full Company Name) City of Houston Vendor No. (If already doing business with City): __________________________________________ Federal Identification Number: _____________________________________________________________________ By: ____________________________________________________________________________________ (Signature of Authorized Officer or Agent) Printed Name: ___________________________________________________________________________

Title: ___________________________________________________________________________

Date: ___________________________________________________________________________

Address of Contractor: _____________________________________________________________________ Street Address or P.O. Box

_____________________________________________________________________ City – State – Zip Code

Telephone No. of Contractor: (_____) __________________________________________________________

Signature, Name and title of Affiant: ____________________________________________________________ _______________________________________________________________________________________ (Notary Public in and for) ____________________________________________________________________________ County, Texas My Commission Expires: ______________ day of _____________________________________ 20_________

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EXHIBIT I REFERENCES

LIST OF PREVIOUS CUSTOMERS

1. Name: ___________________________________ Phone No.: _________________

Address: __________________________________________________________________

Contract Award Date: ________________ Contract Completion Date: _______________

Contract Name/Title: ________________________________________________________

Email: ________________________________________________________

System Description: _________________________________________________________

__________________________________________________________________________

2. Name: ___________________________________ Phone No.: _________________

Address: __________________________________________________________________



Email: ________________________________________________________


__________________________________________________________________________

3. Name: ___________________________________ Phone No.: _________________

Address: __________________________________________________________________



Email: ________________________________________________________


__________________________________________________________________________

4. Name: ___________________________________ Phone No.: _________________

Address: __________________________________________________________________



Email: ________________________________________________________


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EXHIBIT I LIST OF SUBCONTRACTOR(S)

The following is a list of Subcontractors we propose to engage on the following items of Work. Any item of Work which does not designate a Subcontractor will be done by the firm submitting the Proposal.

SEGREGATED PART OF WORK SUBCONTRACTOR/SUPPLIER ________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

________________________________ __________________________________

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EXHIBIT III FAIR CAMPAIGN ORDINANCE

The City of Houston Fair Campaign Ordinance makes it unlawful for a Contractor to offer any contribution to a candidate for City elective office (including elected officers and officers-elect). All respondents to this invitation to bid must comply with Houston Code of Ordinances Chapter 18 as amended relating to the contribution and solicitation of funds for election campaigns. Provisions of this ordinance are provided in part in the paragraphs that follow. Complete copies may be obtained from the office of the City Secretary. Candidates for city office may neither solicit nor receive contributions except during a period commencing 270 calendar days prior to an election date for which a person is a candidate for such office and ending 90 calendar days after the election date, including run-off elections if such candidate is on the ballot. Further, it shall be unlawful either for any person who submits a Bid or Proposal to contribute or offer any contribution to a candidate or for any candidate to solicit or accept any contribution from such person for a period commencing at the time of posting of the City Council Meeting Agenda including an item for the award of the Contract and ending upon the 30th day after the award of the Contract by City Council. For the purposes of this Ordinance, a Contract is defined as each Contract having a value in excess of $30,000 that is let by the City for professional services, personal services, or other goods or services of any other nature whether the Contract is awarded on a negotiated basis, request for Proposal basis, competitive Proposal basis or formal sealed competitive Bids. The term Contractor includes proprietors of proprietorships, partners having an equity interest of 10% of more of partnerships, (including limited liability partnerships and companies), all officers and directors of corporations (including limited liability corporations), and all holders of 10% or more of the outstanding shares of corporations. A STATEMENT DISCLOSING THE NAMES AND BUSINESS ADDRESSES EACH OF THOSE PERSONS WILL BE REQUIRED TO BE SUBMITTED WITH EACH BID OR PROPOSAL FOR A CITY CONTRACT. Completion of the attached form entitled "Contractor Submission List" will satisfy this requirement. Failure to provide this information may be just cause for rejection of your Bid or Proposal.

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EXHIBIT III FORM “A”: FAIR CAMPAIGN

CITY OF HOUSTON FAIR CAMPAIGN ORDINANCE

The City of Houston Fair Campaign Ordinance makes it unlawful for a Contractor to offer any contribution to a candidate for City elective office (including elected officers-elect) during a certain period of time prior to and following the award of the Contract by the City Council. The term “Contractor” Includes proprietors of proprietorships, partners or joint venture’s having an equity interest of 10 percent or more for the partnership or Joint venture, and officers, directors and holders of 10 percent or more of the outstanding shares of corporations. A statement disclosing the names and business addresses of each of those persons will be required to be submitted with each Bid or Proposal for a City Contract. See Chapter 18 of the Code of Ordinances, Houston, Texas, for further information. This list is submitted under the Provisions of Section 18-36(b) of the Code of Ordinances, Houston, Texas, in connection with the attached Proposal, submission or bid of:

Firm or Company Name: ______________________________________________

Firm or Company Address: ______________________________________________

The firm/company is organized as a (Check one as applicable) and attach additional pages if needed to supply the required names and addresses: [ ] SOLE PROPRIETORSHIP

Name Proprietor Address

[ ] A PARTNERSHIP

List each partner having equity interest of 10% or more of partnership (if none state “none”):

Name Partner Address Name Partner Address

[ ] A CORPORATION List all directors of the corporation (if none state “none”): Name___________________________ _________ ____ Director Address Name___________________________ ______________________________ Director Address Name _____________ ______________________________ Director Address

List all officers of the corporation (if none state "none”):

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Name________________________ _______________________________ Officer Address



List all individuals owning 10% or more of outstanding shares of stock of the corporation (if none state “none”):

Name________________________ _______________________________ Address

Name________________________ _______________________________ Address

Name________________________ _______________________________ Address

I certify that I am duly authorized to submit this list on behalf of the firm, that I am associated with the firm in the capacity noted below and that I have personal knowledge of the accuracy of the information provided herein.

___________________________________________________________________________ Preparer

_________________________________________________________________________ Printed Name

___________________________________________________________________________ Title

Note: This list constitutes a government record as defined by § 37.01 of the Texas Penal Code. 8/23/01

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EXHIBIT IV: CONTRACTOR OWNERSHIP DISCLOSURE ORDINANCE

City Council requires knowledge of the identities of the owners of entities seeking to Contract with the City in order to review their indebtedness to the City prior to entering Contracts. Therefore, all respondents to this Invitation to Bid must comply with Houston Code of Ordinances Chapter 15, as amended (Sections 15-122 through 15-126) relating to the disclosure of owners of entities bidding on, proposing for or receiving City contracts. Provisions of this ordinance are provided in part in the paragraphs that follow. Complete copies may be obtained from the office of the City Secretary.

Contracting entity means a sole proprietorship, corporation, non-profit corporation, partnership, joint venture, limited liability company, or other entity that seeks to enter into a contract requiring approval by the Council but excluding governmental entities. A contracting entity must submit at the time of its Bid or Proposal, an affidavit listing the full names and the business and residence addresses of all persons owning five percent or more of a contracting entity or, where a contracting entity is a non-profit corporation, the full names and the business and residence addresses of all officers of the non-profit corporation. Completion of the "Affidavit of Ownership or Control," included herein, and submitted with the Official Bid or Proposal Form will satisfy this requirement. Failure to provide this information may be just cause for rejection of your Bid or Proposal.

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AFFIDAVIT OF OWNERSHIP OR CONTROL ORIG. DEPT.: FINANCE/SPD FILE/I.D. NO.: 64-T26264

INSTRUCTION: ENTITIES USING AN ASSUMED NAME SHOULD DISCLOSE THAT FACT TO AVOID REJECTION OF THIS AFFIDAVIT. THE

FOLLOWING FORMAT IS RECOMMENDED: CORPORATE/LEGAL NAME DBA ASSUMED NAME. STATE OF §

§ AFFIDAVIT OF OWNERSHIP OR CONTROL COUNTY OF §

BEFORE ME, the undersigned authority, on this day personally appeared

[FULL NAME] (the “Affiant”),

[STATE TITLE/CAPACITY WITH CONTRACTING ENTITY] of

[CONTRACTING ENTITY’S CORPORATE/LEGAL NAME] (”Contracting Entity”), who being by me duly

sworn on oath stated as follows:

1. Affiant is authorized to give this affidavit and has personal knowledge of the facts and matters herein stated.

2. Contracting Entity seeks to do business with the City in connection with Legal Research Services

[DESCRIBE PROJECT OR MATTER] which is expected to be in an amount that exceeds $50,000.

3. The following information is submitted in connection with the proposal, submission or bid of Contracting Entity in connection with the above described project or matter.

4. Contracting Entity is organized as a business entity as noted below (check box as applicable).

FOR PROFIT ENTITY: NON-PROFIT ENTITY:

[ ] SOLE PROPRIETORSHIP [ ] NON-PROFIT CORPORATION [ ] CORPORATION [ ] UNINCORPORATED ASSOCIATION [ ] PARTNERSHIP [ ] LIMITED PARTNERSHIP [ ] JOINT VENTURE [ ] LIMITED LIABILITY COMPANY [ ] OTHER (Specify type in space below)

5. The information shown below is true and correct for the Contracting Entity; and 6. All owners of 10% or more of the Contracting Entity and, where the Contracting Entity is a non-profit entity, the

required information has been shown for each officer, i.e., president, vice-president, secretary, treasurer, etc. [NOTE: IN

ALL CASES, USE FULL NAMES, LOCAL BUSINESS AND RESIDENCE ADDRESSES AND TELEPHONE NUMBERS. DO NOT USE POST

OFFICE BOXES FOR ANY ADDRESS. INCLUSION OF E-MAIL ADDRESSES IS OPTIONAL, BUT RECOMMENDED. ATTACH ADDITIONAL

SHEETS AS NEEDED.]

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Contracting Entity

Name: Business Address [NO./STREET]

[CITY/STATE/ZIP CODE]

Telephone Number (_____) Email Address [OPTIONAL] Residence Address [NO./STREET]


Telephone Number (_____) Email Address [OPTIONAL]

10% Owner(s) or More (IF NONE, STATE “NONE.”)

Name:

Business Address [NO./STREET]


Telephone Number (_____)

Email Address [OPTIONAL]

Residence Address [NO./STREET]


Telephone Number (_____)

Email Address [OPTIONAL]

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7. Optional Information

Contracting Entity and/or [NAME OF OWNER OR NON-PROFIT

OFFICER] is actively protesting, challenging or appealing the accuracy and/or amount of taxes levied against [CONTRACTING ENTITY, OWNER OR NON-PROFIT OFFICER] as follows:

Name of Debtor: Tax Account Nos. Case or File Nos. Attorney/Agent Name Attorney/Agent Phone No. (_____) Tax Years

Status of Appeal [DESCRIBE]

Affiant certifies that he or she is duly authorized to submit the above information on behalf of the Contracting Entity, that Affiant is associated with the Contracting Entity in the capacity noted above and has personal knowledge of the accuracy of the information provided herein, and that the information provided herein is true and correct to the best of Affiant’s knowledge and belief.

Affiant

SWORN TO AND SUBSCRIBED before me this day of , 20 . (Seal)

Notary Public

NOTE: This affidavit constitutes a government record as defined by Section 37.01 of the Texas Penal Code. Submission of a false government record is punishable as provided in Section 37.10 of the Texas Penal Code. Attach additional pages if needed to supply the required names and addresses. S. PLEASANT

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EXHIBIT V ANTI-COLLUSION STATEMENT

Anti-Collusion Statement

The undersigned, as Proposer, certifies that the only person or parties interested in this Proposal as principals

are those named herein; that the Proposer has not, either directly or indirectly entered into any Agreement,

participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in

connection with the award of this Contract.

__________________________ __________________________________ Date Proposer Signature

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EXHIBIT VI CONFLICT OF INTEREST QUESTIONNAIRE

CONFLICT OF INTEREST QUESTIONNAIRE: Chapter 176.006 of the Local Government Code (“the code”) requires a Vendor/Contractor to file a Conflict of Interest Questionnaire (CIQ) with the City. NOTE: Vendors/Contractors or Agents should not complete the CIQ if a conflict, as described below, does not exist. Only Vendors/Contractors or Agents that actually have a conflict, as described below, must file a CIQ. Who must file a CIQ? A Vendor/Contractor or Agent of a Vendor/Contractor does not have to file a CIQ unless they intend to enter or is considering entering into a contract with the City or:

1. has an employment or other business relationship with the Local Government Officer/Family Member; or

2. has given the Local Government Officer/Family Member one or more gifts with the aggregate value exceeding $250.00.

When must the Vendor/Contractor or Agent file a CIQ? The completed CIQ must be filed with the City Chief Procurement Officer not later than the 7th business day after the date the Vendor/Contractor or Agent:

1. begins discussions or negotiations to enter into a contract with the City; 2. submits an application to the City in response to a request for proposals or bids, correspondence, or

any other writing related to a potential contract with the City; 3. becomes aware of an employment or other business relations with the Local Government

Officer/Family Member; 4. becomes aware that he/she has given one or more gifts to the Local Government Officer/Family

Member that exceeds $250.00; or 5. an event that would make the CIQ incomplete or inaccurate.

What is a business relationship? Under Chapter 176, business relationship means a connection between two or more parties based on the commercial activity of one of the parties. The term does not include:

1. a transaction that is subject to a rate or fee regulation by a governmental entity; 2. a transaction conducted at a price and subject to terms available to the public; or 3. a purchase or lease of goods or services from a person who is chartered by a state or federal agency

and is subject to regular examination and reporting to that agency. The Conflict of Interest Questionnaire is available for downloading from the Texas Ethics Commission’s website at http://www.ethics.state.tx.us/forms/CIQ.pdf . The Original Conflict of Interest Questionnaire shall be filed with the Administration and Regulatory Affairs Department’s Record Administration (Lourdes Coss, City Chief Procurement Officer, 901 Bagby, Concourse Level, Houston, Texas 77002). Vendors and Contractors required to file shall include a copy of the form as part of the BID/Proposal package. Any questions about filling out this form should be directed to your attorney.

EXHIBIT VI

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CONFLICT OF INTEREST QUESTIONNAIRE

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APPENDIX 1 (SAMPLE CONTRACT)

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THE STATE OF TEXAS §

§

COUNTY OF HARRIS §

I. PARTIES

A. Address

THIS AGREEMENT FOR ______________ COMPUTER-ASSISTED LEGAL

RESEARCH SERVICES AND _______ SERVICES FOR THE LEGAL DEPARTMENT

(the “Agreement”) is made on the Countersignature Date between the CITY OF HOUSTON,

TEXAS (“City” or “Subscriber”) a home rule city of the State of Texas, and SAMPLE

COMPANY (“Contractor” or “Sample”), a Delaware corporation doing business in the State of

Texas as SAMPLE PUBLISHING CORPORATION.

The initial addresses of the parties, which one party may change by giving written notice to

the other party, are as follows:

City City Attorney or Designee City of Houston P.O. Box 1562 Houston, Texas 77251

Contractor Sample Company 522 Zebra Drive Acme, Delaware 55555 Attn: _____________

The parties agree as follows:

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B. Table of Contents

This Agreement consists of the following sections:

Page

I. PARTIES ...............................................................................................................1 A. Address .......................................................................................................1 B. Table of Contents ........................................................................................2 C. Parts Incorporated ......................................................................................3 D. Controlling Parts ........................................................................................3 E. Signatures .................................................................................................4

II. DEFINITIONS ......................................................................................................5

III. DUTIES OF CONTRACTOR .............................................................................5 A. Scope of Services ........................................................................................5 B. Coordinate Performance ………………………………………………….6 C. Compliance with Equal Opportunity Ordinance .........................................6 D. Support and Training ..................................................................................6 E. Additional Services .....................................................................................6 F. Warranties ...................................................................................................7 G. Compliance with Laws ...............................................................................7 H. INDEMNIFICATION FOR INJURY, DEATH DAMAGE .................7 I. INDEMNIFICATION – PATENT, COPYRIGHT, TRADEMARK AND TRADE SECRET INFRINGEMENT ............................................................. 8

J. INDEMNIFICATION – PROCEDURES……………………………….8

IV. DUTIES OF CITY ................................................................................................9 A. Payment Terms ............................................................................................9 B. Taxes ...........................................................................................................9 C. Method of Payment ...................................................................................9 D. Limit of Appropriation ................................................................................9 E. Ancillary Services .......................................................................................10 F. Authority of City Attorney .........................................................................10

V. TERM AND TERMINATION ............................................................................11 A. Agreement Term ........................................................................................11 B. Termination for Convenience by City ……………………………………11 C. Termination for Cause ...............................................................................11 D. Refund of Advance Payments .....................................................................12

VI. MISCELLANEOUS .............................................................................................12 A. Independent Contractor ..............................................................................12 B. Force Majeure .............................................................................................12 C. Severability .................................................................................................13 D. Entire Agreement ........................................................................................13

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E. Written Amendment....................................................................................13 F. Applicable Laws .........................................................................................14 G. Notices ........................................................................................................14 H. Captions ......................................................................................................14 I. Non-Waiver .................................................................................................14 J. Inspections and Audits ................................................................................15 K. Enforcement ...............................................................................................15 L. Ambiguities ................................................................................................15 M. Survival ......................................................................................................15 N. Publicity ......................................................................................................15 O Parties in Interest.........................................................................................15 P. Successors and Assigns ...............................................................................15 Q Business Structure and Assignments ..........................................................16 R. Remedies Cumulative .................................................................................16 S. Contractor’s Debt ........................................................................................16 T. Deletions of Certain Exhibit Provisions…………………………………. 17

EXHIBIT “A” The TEXAS CALIR SERVICES - “Sample Order Form" including “Sample

Addendum”

EXHIBIT “A-1” “Research Subscriber Agreement” with Schedule A to Subscriber Agreement

EXHIBIT “B” SAMPLE SERVICES - “Sample Order Form” for SAMPLE with Web

Analytics

C. Parts Incorporated

The above described Exhibits are incorporated into this Agreement.

D. Controlling Parts

If a conflict among the sections and Exhibits arises, the sections in this Agreement control

over the Exhibits.

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E. Signatures

The Parties have executed this Agreement in multiple copies, each of which is an original.

ATTEST/SEAL: SAMPLE COMPANY By:___________________________ By:_____________________________ Name: Name: Title: Title:

Tax Identification No.____________ ATTEST/SEAL: CITY OF HOUSTON, TEXAS

Signed by: ______________________________ _______________________________ City Secretary Mayor APPROVED: COUNTERSIGNED BY: _____________________________ ________________________________ City Attorney City Controller APPROVED AS TO FORM: DATE COUNTERSIGNED: ____________________________ ________________________________ Sr. Assistant City Attorney L.D. File No. 1

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II. DEFINITIONS

As used in this Agreement, the following terms have the meanings set out below:

“Agreement” means this contract between the Parties, including all exhibits and any

written amendments authorized by City Council and Contractor.

“City” is defined in the preamble of this Agreement and includes its successors and

assigns.

“City Attorney” means the City Attorney of the City of Houston or his/her designee.

“Contractor” is defined in the preamble of this Agreement and includes its successors and

assigns.

“Countersignature Date” means the date shown as the date countersigned by the City

Controller on the signature page of this Agreement.

“Deliverables” mean any item, part, or services provided by Contractor under this

Agreement.

“Parties” mean all the entities set out in the Preamble who are bound by this Agreement.

“Subscriber” means the City.

“Sample” means Contractor.

“SAMPLE Services” have the meaning as defined under Section III.A. of this

Agreement.

III. DUTIES OF CONTRACTOR

A. Scope of Services

1. For and in consideration of the payments specified in this Agreement, Contractor

shall provide the following services (collectively referred to herein as “SAMPLE COMPANY

Services”):

(a) The TEXAS CALIR SERVICES as set out in Exhibit “A” “Sample Order

Form” for Sample Company Select, including the “SAMPLE COMPANY Government

Addendum” attached thereto; and

(b) The SAMPLE SERVICES as set out in Exhibit “B” “Sample Order Form”

for SAMPLE with Web Analytics.

2. The City Attorney reserves the right to switch between different available

Contractor’s products/services and may select a product/service other than the above SAMPLE

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COMPANY Services, upon mutual written agreement between the parties, so long as there is

sufficient funding to do so.

3. Contractor shall provide an Account Representative dedicated to the City’s Legal

Department to handle complaints, inquiries about subscriptions matters, billing errors, and any

other problems related to this Agreement. Corrections of billing errors, if any, shall be made

within twenty (20) days of receiving notice thereof from the City Attorney.

B. Coordinate Performance

Contractor shall coordinate its performance with the City Attorney and other persons that

the City Attorney designates. Contractor shall promptly inform the City Attorney and other

person(s) of all significant events relating to the performance of this Agreement.

C. Compliance with Equal Opportunity Ordinance

Contractor shall comply with the City’s Equal Employment Opportunity Ordinance as set

out in Section 15-17 of the Code of Ordinances.

D. Support and Training

The City Attorney and Contractor shall actively promote the effective use of the

SAMPLE COMPANY Services during the term of this Agreement. To this end Contractor will

establish programs encouraging effective use of all SAMPLE COMPANY Services, including, at

a minimum:

1. Upon request by the City, training in the use of SAMPLE COMPANY Services,

at no charge, by Contractor for all new attorneys, associates, librarians, paralegals, and other

appropriate personnel;

2. Upon request by the City, additional ongoing programs presented by Contractor

and supported by the City Attorney to update and train all appropriate personnel to enhance their

understanding and use of SAMPLE COMPANY Services; and

3. The periodic distribution of memos or other communications to all City Attorney’s

personnel encouraging effective use of SAMPLE COMPANY Services.

E. Additional Services

Subject to the allocation of funds, the City Attorney may add additional Deliverables and

services by giving written notification to Contractor and upon agreement by Contractor. For

purposes of this Section, the “Effective Date” means the date on which both parties agree to the

additional services. As of the Effective Date, each item added is subject to the terms of this

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Agreement as if it had originally been a part thereof, but the charge for each item starts to accrue

only on the Effective Date.

The total charges for additions to this Agreement must never exceed 25% of the original

contract amount unless:

1. the additions are exempt from the competitive bidding or proposal requirements,

set forth in Tex. Local Govt. Code Chapter 252; or

2. the City acquires the additions from Contractor through a competitive bid or

competitive proposal.

F. Warranties

Contractor’s performance shall conform to the industry standards with respect to the

scope, quality, due diligence, and care of the services and products Contractor provides under

this Agreement. Contractor shall perform all work using trained and skilled persons having

experience performing the work required under this Agreement.

G. Compliance with Laws

Contractor shall comply with all applicable state and federal laws and regulations and the

City Charter and Code of Ordinances in its performance under this Agreement.

H. INDEMNIFICATION FOR INJURY, DEATH, DAMAGE

CONTRACTOR AGREES TO AND SHALL DEFEND, INDEMNIFY, AND HOLD

THE CITY, ITS AGENTS, EMPLOYEES, OFFICERS, AND LEGAL

REPRESENTATIVES (COLLECTIVELY THE “CITY”) HARMLESS FOR ALL

CLAIMS, CAUSES OF ACTION, LIABILITIES, FINES, AND EXPENSES

(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES,

COURT COSTS, AND ALL OTHER DEFENSE COSTS AND INTEREST) FOR

INJURY, DEATH, DAMAGE, OR LOSS TO PERSONS OR PROPERTY SUSTAINED

IN CONNECTION WITH THE PERFORMANCE UNDER THIS AGREEMENT

INCLUDING, WITHOUT LIMITATION, THOSE CAUSED BY:

1. CONTRACTOR’S AND/OR ITS AGENTS’, EMPLOYEES’, OFFICERS’,

DIRECTORS’, CONTRACTORS’, OR SUBCONTRACTORS’ (COLLECTIVELY

IN NUMBERED PARAGRAPHS 1-3, "CONTRACTOR") ACTUAL

NEGLIGENCE OR INTENTIONAL ACTS;

2. THE CONTRACTOR’S ACTUAL CONCURRENT NEGLIGENCE; AND

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3. THE CONTRACTOR’S ACTUAL STRICT PRODUCTS LIABILITY OR

STRICT STATUTORY LIABILITY, WHETHER CONTRACTOR IS IMMUNE

FROM LIABILITY OR NOT.

CONTRACTOR SHALL DEFEND, INDEMNIFY, AND HOLD THE CITY

HARMLESS DURING THE TERM OF THIS AGREEMENT. CONTRACTOR SHALL

NOT INDEMNIFY THE CITY FOR THE CITY’S SOLE NEGLIGENCE.

I. INDEMNIFICATION – PATENT, COPYRIGHT, TRADEMARK AND TRADE

SECRET INFRINGEMENT

CONTRACTOR AGREES TO AND SHALL RELEASE AND DEFEND,

INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS AGENTS, EMPLOYEES,

OFFICERS, AND LEGAL REPRESENTATIVES (COLLECTIVELY THE “CITY”)

FROM ALL CLAIMS OR CAUSES OF ACTION BROUGHT AGAINST THE CITY BY

ANY PARTY, INCLUDING CONTRACTOR, ALLEGING THAT THE CITY'S USE OF

ANY EQUIPMENT, SOFTWARE, PROCESS, OR DOCUMENTS CONTRACTOR

FURNISHES DURING THE TERM OF THIS AGREEMENT INFRINGES ON A U.S.

PATENT, COPYRIGHT, OR TRADEMARK, OR MISAPPROPRIATES A TRADE

SECRET. CONTRACTOR SHALL PAY ALL COSTS (INCLUDING, WITHOUT

LIMITATION, REASONABLE ATTORNEYS’ FEES, COURT COSTS, AND ALL

OTHER DEFENSE COSTS, AND INTEREST) AND DAMAGES AWARDED;

PROVIDED, HOWEVER, THAT SUBSCRIBER’S USE OF SAMPLE MUST BE IN

ACCORDANCE WITH THE TERMS OF THIS AGREEMENT; PROVIDED FURTHER

THAT SUBSCRIBER MUST PROMPTLY NOTIFY SAMPLE IN WRITING OF ANY

SUCH CLAIM OR CAUSE OF ACTION; AND PROVIDED FURTHER THAT SAMPLE

SHALL HAVE SOLE CONTROL OF THE DEFENSE OR SETTLEMENT OF ANY

ACTION AND OF ANY NEGOTIATIONS RELATING THERETO.

CONTRACTOR SHALL NOT SETTLE ANY CLAIM ON TERMS WHICH

PREVENT THE CITY FROM USING THE EQUIPMENT, SOFTWARE, PROCESS,

AND DOCUMENTS WITHOUT THE CITY’S PRIOR WRITTEN CONSENT.

AFTER BEING NOTIFIED OF THE CLAIM, CONTRACTOR SHALL USE

COMMERCIALLY REASONABLE EFFORTS TO EITHER 1) OBTAIN FOR THE

CITY THE RIGHT TO CONTINUE USING THE EQUIPMENT, SOFTWARE,

PROCESS, AND DOCUMENTS OR, 2) REPLACE OR MODIFY THEM WITH

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COMPATIBLE AND FUNCTIONALLY EQUIVALENT PRODUCTS. IF NONE OF

THESE ALTERNATIVES IS REASONABLY AVAILABLE, THE CITY MAY RETURN

THE EQUIPMENT, SOFTWARE, OR DOCUMENTS, OR DISCONTINUE THE

PROCESS, AND CONTRACTOR SHALL REFUND THE PURCHASE PRICE, LESS A

PERIOD OF USE.

J. INDEMNIFICATION – PROCEDURES

(1) Notice of Claims. If the City or Contractor receives notice of any claim or

circumstances which could give rise to an indemnified loss, the receiving party shall give written

notice to the other party within 30 days. The notice must include the following:

(a) a description of the indemnification event in reasonable detail,

(b) the basis on which indemnification may be due, and

(c) the anticipated amount of the indemnified loss.

This notice does not estop or prevent the City from later asserting a different basis for

indemnification or a different amount of indemnified loss than that indicated in the initial notice.

If the City does not provide this notice within the 30 day period, it does not waive any right to

indemnification except to the extent that Contractor is prejudiced, suffers loss, or incurs expense

because of the delay.

(2) Defense of Claims

(a) Assumption of Defense. Contractor may assume the defense of the claim at its

own expense with counsel chosen by it that is reasonably satisfactory to the City. Contractor

shall then control the defense and any negotiations to settle the claim. Within 10 days after

receiving written notice of the indemnification request, Contractor must advise the City as to

whether or not it will defend the claim. If Contractor does not assume the defense, the City shall

assume and control the defense, and all defense expenses constitute an indemnification loss.

(b) Continued Participation. If Contractor elects to defend the claim, the City may

retain separate counsel to participate in (but not control) the defense and to participate in (but not

control) any settlement negotiations. Contractor may settle the claim without the consent or

agreement of the City, unless it (i) would result in injunctive relief or other equitable remedies or

otherwise require the City to comply with restrictions or limitations that adversely affect the

City, (ii) would require the City to pay amounts that Contractor does not fund in full, (iii) would

not result in the City’s full and complete release from all liability to the plaintiffs or claimants

who are parties to or otherwise bound by the settlement.

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IV. DUTIES OF CITY

A. Payment Terms

The City shall pay and Contractor shall accept the fixed monthly charges as set forth in

Exhibits “A” and “B” for SAMPLE COMPANY Services rendered in accordance with those

Exhibits. SAMPLE COMPANY Services accessed by the City that are not listed in the above-

mentioned Exhibits are subject to additional fees, which must be negotiated in advance between

the parties and approved by the City Attorney, subject to the allocation of funds. All charges and

fees must only be paid from Allocated Funds, as provided below. City will not pay separately

and Contractor shall not bill separately, for any services listed in the above-mentioned Exhibits.

B. Taxes

The City is exempt from payment of Federal Excise and Transportation Tax and Texas

Limited Sales and Use Tax. Contractor's invoices to the City must not contain assessments of

any of these taxes. The City Attorney will furnish the City’s exemption certificate and federal tax

identification number to Contractor if requested.

C. Method of Payment

The City shall pay Contractor monthly by check, on or about the 30th day following the

receipt and approval by the City of Contractor’s itemized invoice.

D. Limit of Appropriation

1. The City's duty to pay money to Contractor for any purpose under this Agreement

is limited in its entirety by the provisions of this Section.

2. In order to comply with Article II, Sections 19 and 19a of the City's Charter and

Article XI, Section 5 of the Texas Constitution, the City has appropriated and allocated the sum

of $_____ to pay money due under this Agreement (the "Original Allocation"). Conditioned

upon certification of such funds by the City Controller, the executive and legislative officers of

the City, in their discretion may allocate supplemental funds for this Agreement, but they are not

obligated to do so. Therefore, the parties have agreed to the following procedures and remedies.

3. The City makes a Supplemental Allocation by issuing to Contractor a Service

Release Order, or similar form approved by the City Controller, containing the language set out

below. When necessary, the Supplemental Allocation shall be approved by motion or ordinance

of City Council.

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NOTICE OF SUPPLEMENTAL ALLOCATION OF FUNDS

By the signature below, the City Controller certifies that, upon the request of the

responsible director, the supplemental sum set out below has been allocated for the purposes of

the Agreement out of funds appropriated for this purpose by the City Council of the City of

Houston. This supplemental allocation has been charged to such appropriation.

$ _________________________

4. The Original Allocation plus all supplemental allocations are the Allocated Funds.

Funds are not allocated unless and until the funds have been (1) approved by the City Attorney

and (2) certified by the City Controller as required by Article II, Section 19a of the City Charter,

notwithstanding any delegation of authority by City Council. This Agreement is not an

allocation of funds. The City shall never be obligated to pay any money under this Agreement in

excess of the Allocated Funds. Contractor must assure itself that sufficient allocations have been

made to pay for services it provides. If Allocated Funds are exhausted, Contractor’s only

remedy is suspension or termination of its performance under this Agreement and it has no other

remedy in law or in equity against the City and no right to damages of any kind.

E. Ancillary Services

City Council delegates to the City Attorney the authority to amend the ancillary services

prices for services in Schedule A to Exhibit “A-1” consistent with the terms therein.

F. Authority of the City Attorney

The City Attorney shall be the only person in the City to act on behalf of the City under

this Agreement and no one but the City Attorney may add or delete Deliverables and/or Sample

Company Services in connection with this Agreement.

V. TERM AND TERMINATION

A. Agreement Term

This Agreement will become effective on _____ 1, 20__, and shall remain in effect until

_____ 1, 20__, unless sooner terminated under this Agreement.

B. Termination for Convenience by City

The City Attorney may terminate this Agreement at any time by giving 30 days written

notice to Contractor. The City’s right to terminate this Agreement for convenience is cumulative

of all rights and remedies, which exist now or in the future.

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On receiving the notice, Contractor shall, unless the notice directs otherwise, immediately

discontinue all services under this Agreement and cancel all existing orders and subcontracts that

are chargeable to this Agreement. As soon as practicable after receiving the termination notice,

Contractor shall submit an invoice showing in detail the services performed under this

Agreement up to the termination date. The City shall then pay a pro-rata share of the monthly

fees to Contractor for services actually performed, but not already paid for, up to the date of

termination, in the same manner as prescribed in Section IV., unless the fees exceed the allocated

funds remaining under this Agreement.

TERMINATION OF THIS AGREEMENT AND RECEIPT OF PAYMENT FOR

SERVICES RENDERED ARE CONTRACTOR’S ONLY REMEDIES FOR THE CITY’S

TERMINATION FOR CONVENIENCE, WHICH DOES NOT CONSTITUTE A DEFAULT

OR BREACH OF THIS AGREEMENT. CONTRACTOR WAIVES ANY CLAIM (OTHER

THAN ITS CLAIM FOR PAYMENT AS SPECIFIED IN THIS SECTION), IT MAY HAVE

NOW OR IN THE FUTURE FOR FINANCIAL LOSSES OR OTHER DAMAGES

RESULTING FROM THE CITY’S TERMINATION FOR CONVENIENCE.

C. Termination for Cause

If Contractor defaults and (1) the City Attorney sends notice of the default as provided

below and (2) Contractor does not cure the default, then, the City may terminate its performance

under this Agreement. Default by Contractor occurs if:

1. Contractor fails to perform any of its duties under this Agreement;

2. Contractor becomes insolvent;

3. all or a substantial part of Contractor’s assets are assessed for the benefit of its

creditors; or

4. a receiver or trustee is appointed for Contractor.

If a default occurs, the City Attorney shall deliver a written notice to Contractor

describing the default and the proposed termination date. The termination date must be at least 5

days after Contractor’s receipt of the notice. The City Attorney, at his or her sole option, may

extend the proposed termination date to a later date. If Contractor cures the default to the City

Attorney’s satisfaction before the proposed termination date, then the proposed termination is

ineffective If Contractor does not cure the default before the proposed termination date, then the

City Attorney may terminate this Agreement on the termination date, at no further obligation to

City. If Contractor defaults 3 times, the City may, at the City Attorney’s discretion, terminate

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this Agreement upon 10 days written notice to Contractor by the City Attorney, regardless of

whether Contractor cures the default(s) or not.

To effect final termination, the City Attorney must notify Contractor in writing. After

receiving the notice, Contractor shall, unless the notice directs otherwise, immediately discontinue

all services under this Agreement, and promptly cancel all orders or subcontracts chargeable to

this Agreement.

D. Refund of Advance Payments

In the event of the termination of this Agreement for convenience or for Contractor’s

default prior to the end of the Agreement Term, Contractor shall be obligated to refund to the

City a pro-rata share of any advance payments, if any, made by the City to Contractor reflecting

the number of weeks (including any portions of a week) that Contractor did not provide the

Sample Company Services or Deliverables identified in this Agreement for which the City paid

in advance.

VI. MISCELLANEOUS

A. Independent Contractor

Contractor shall perform its obligations under this Agreement as an independent contractor

and not as an employee of the City.

B. Force Majeure

1. Timely performance by both parties is essential to this Agreement. However,

neither party is liable for delays or other failures to perform its obligations under this Agreement

to the extent the delay or failure is caused by Force Majeure. Force Majeure means fire, floods,

explosions, and other acts of God, war, terrorist acts, riots, court orders, and the acts of superior

governmental or military authority.

2. This relief is not applicable unless the affected party does the following:

(a) uses due diligence to remove the Force Majeure as quickly as possible;

(b) provides the other party with prompt written notice of the cause and its anticipated

effect; and

(c) provides the other party with written notice describing the actual delay or non-

performance incurred within 7 days after the Force Majeure ceases.

3. The City may perform contract functions itself or contract them out during periods

of Force Majeure. Such performance does not constitute a default or breach of this

Agreement by the City.

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4. If the Force Majeure continues for more than 5 days, the City Attorney may

terminate this Agreement by giving 7 days’ written notice to Contractor. This termination is not a

default or breach of this Agreement. CONTRACTOR WAIVES ANY CLAIM IT MAY HAVE

FOR FINANCIAL LOSSES OR OTHER DAMAGES RESULTING FROM THE

TERMINATION EXCEPT FOR AMOUNTS DUE UNDER THE AGREEMENT AT THE

TIME OF THE TERMINATION.

5. Contractor is not relieved from performing its obligations under this Agreement

due to a strike or work slowdown of its employees. Contractor shall employ only fully trained and

qualified personnel during a strike.

C. Severability

If any part of this Agreement is for any reason found to be unenforceable, all other parts

remain enforceable unless the result materially prejudices either party.

D. Entire Agreement

This Agreement merges the prior negotiations and understandings of the Parties and

embodies the entire agreement of the Parties. No other agreements, assurances, conditions,

covenants (express or implied), or other terms of any kind, exist between the Parties regarding this

Agreement.

E. Written Amendment

Unless otherwise specified elsewhere in this Agreement, this Agreement may be amended

only by written instrument executed on behalf of the City (by authority of an ordinance adopted

by the City Council) and Contractor. The City Attorney is only authorized to perform the

functions specifically delegated to him or her in this Agreement.

The parties agree to enter into good faith negotiations regarding the terms and conditions

of this Agreement if either party deems that there is a material change in the City’s organizational

structure, including (but not limited to) a significant decrease or increase in the number of

attorneys in a location covered by this Agreement.

F. Applicable Laws

This Agreement is governed by the laws of the State of Texas, the City Charter and

Ordinances, the laws of the federal government of the United States, and all rules and regulations

of any regulatory body or officer having jurisdiction.

Venue for any litigation relating to this Agreement is Harris County, Texas.

G. Notices

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All notices to either party to the Agreement must be in writing and must be delivered by

hand, facsimile, United States registered or certified mail, return receipt requested, United States

Express Mail, Federal Express, Airborne Express, UPS or any other national overnight express

delivery service. The notice must be addressed to the party to whom the notice is given at its

address set out in Section I of this Agreement or other address the receiving party has designated

previously by proper notice to the sending party. Postage or delivery charges must be paid by

the party giving the notice.

H. Captions

Captions contained in this Agreement are for reference only, and, therefore, have no effect

in construing this Agreement. The captions are not restrictive of the subject matter of any section

in this Agreement.

I. Non-Waiver

If either party fails to require the other to perform a term of this Agreement, that failure

does not prevent the party from later enforcing that term and all other terms. If either party

waives the other's breach of a term, that waiver does not waive a later breach of this Agreement.

An approval by the City Attorney, or by any other employee or agent of the City, of any part of

Contractor’s performance does not waive compliance with this Agreement or establish a standard

of performance other than that required by this Agreement and by law. The City Attorney is not

authorized to vary the terms of this Agreement.

J. Inspections and Audits

Representatives of the City may perform, or have performed, audits of Contractor’s books

and records. Contractor shall keep its books and records available for this purpose for at least 4

years after this Agreement terminates. This provision does not affect the applicable statute of

limitations.

K. Enforcement

The City Attorney or his or her designee may enforce all legal rights and obligations under

this Agreement without further authorization. Contractor shall provide to the City Attorney all

documents and records that the City Attorney requests to assist in determining Contractor’s

compliance with this Agreement, with the exception of those documents made confidential by

federal or State law or regulation.

L. Ambiguities

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If any term of this Agreement is ambiguous, it shall not be construed for or against any

party on the basis that the party did or did not write it.

M. Survival

Contractor shall remain obligated to the City under all clauses of this Agreement that

expressly or by their nature extend beyond the expiration or termination of this Agreement,

including but not limited to, the indemnity provisions.

N. Publicity

Contractor shall make no announcement or release of information concerning this

Agreement unless the release has been submitted to and approved, in writing, by the City

Attorney.

O. Parties in Interest

This Agreement does not bestow any rights upon any third party, but binds and benefits

the City and Contractor only.

P. Successors and Assigns

This Agreement binds and benefits the Parties and their legal successors and permitted

assigns; however, this provision does not alter the restrictions on assignment and disposal of

assets set out in the following paragraph. This Agreement does not create any personal liability on

the part of any officer or agent of the City.

Q. Business Structure and Assignments

Contractor shall not assign this Agreement at law or otherwise or dispose of all or

substantially all of its assets without the City Attorney’s prior written consent. Nothing in this

clause, however, prevents the assignment of accounts receivable or the creation of a security

interest under §9.406 of the Texas Business & Commerce Code. In the case of such an

assignment Contractor shall immediately furnish the City with proof of the assignment and the

name, telephone number, and address of the Assignee and a clear identification of the fees to be

paid to the Assignee.

Contractor shall not delegate any portion of its performance under this Agreement without

the City Attorney’s prior written consent.

R. Remedies Cumulative

Unless otherwise specified elsewhere in this Agreement, the rights and remedies

contained in this Agreement are not exclusive, but are cumulative of all rights and remedies which

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exist now or in the future. Neither party may terminate its duties under this Agreement except in

accordance with its provisions.

S. CONTRACTOR’S DEBT

IF CONTRACTOR, AT ANY TIME DURING THE TERM OF THIS AGREEMENT,

INCURS A DEBT TO THE CITY OF HOUSTON, AS THE WORD IS DEFINED IN

SECTION 15-122 OF THE HOUSTON CITY CODE OF ORDINANCES, IT SHALL

IMMEDIATELY NOTIFY THE CITY CONTROLLER IN WRITING. IF THE CITY

CONTROLLER BECOMES AWARE THAT CONTRACTOR HAS INCURRED A DEBT, HE

OR SHE SHALL IMMEDIATELY NOTIFY CONTRACTOR IN WRITING. IF

CONTRACTOR DOES NOT PAY THE DEBT WITHIN 30 DAYS OF EITHER SUCH

NOTIFICATION, THE CITY CONTROLLER MAY DEDUCT FUNDS IN AN AMOUNT

EQUAL TO THE DEBT FROM ANY PAYMENTS OWED TO CONTRACTOR UNDER

THIS AGREEMENT, AND CONTRACTOR WAIVES ANY RECOURSE THEREFOR.

CONTRACTOR SHALL FILE A NEW AFFIDAVIT OF OWNERSHIP, USING THE

FORM DESIGNATED BY CITY, BETWEEN FEBRUARY 1 AND MARCH 1 OF EVERY

YEAR DURING THE TERM OF THIS AGREEMENT.

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EXHIBIT “A”

SAMPLE ORDER FORM – TEXAS CALIR SERVICES AND

MODULE ADDENDUM

To be inserted by City before contract execution

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EXHIBIT “A-1”

RESEARCH SUBSCRIBER AGREEMENT

To be negotiated

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EXHIBIT “B”

SAMPLE ORDER FORM – Sample SERVICES

To be negotiated

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