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HomeMy WebLinkAboutContractOrder Form Order ID: Q-04219719 &. -:� THOMSON REUTERS-.. _.:,/\ .• Conlact your represen1a1ive s1ephlee l@thomsonn:u1ers.com with any questions. Thank you . Sold To Account Address Account#: 100S7S9S84 Renton City Allys Office 1055 S GRADY WAY RENTON WA 98057-3232 US "Customer" Shipping Address Account#; \00S7S9S84 Renton City Attys Office 1055 S GRADY WAY RENTON WA 98057-3232 US This Order Fonn is o legal document between Customer ond Billing Address Account#: 100S759584 Renton City Attys Office 105S S GRADY WAY RENTON, WA 98057-3232 us A.West Publishing Corporation 10 the extent that products or services will be provided by West Publishing Corporation, and/or B.Thomson Reuters Enterprise Centre GmbH to the extent that products or services will be provided by Thomson Reuters Enterprise Centre GmbH. A detailed list of products and services that ore provided by Thomson Reuters Enterprise Centre GmbH and current npplicoble IRS Certification forms are available 111: hnns;/lwww.lr.comftmrdqjnginfn West Publishing Corporation may also act as on ngent on behalf of Thomson Reuters Enterprise Centre GmbH solely with respect to billing and collecting payment from Customer. Thomson Reuters Enterprise Centre GmbH 110d West Publishing Corporation will be referred to as "Thomson Reuters", "we" or "our ." in eoch case with respect 10 the: products and services 11 is providing, and Customer \\1II be referred to as "you", or "your" or "Client''. Thomson Reuters General Terms and Conditions npply 10 11II products ordered, except print 1md is located 111 h1tp:lltr.com!TennsnndCondi1ions. In the event that there is II connict of terms between the General Terms and Conditions and this Order Fonn, the tenns of this Order Fonn control. This Order Fonn is subject to our approval. Thomson Reuters General Terms and Conditions for Federal Subscribers is located at hUps://stntic.lcgnlsolutions.thomsonrcutcrs.com/sta1ic/Federal•Thom sonReu1ers•General-Tenns-Conditions.pdf In the event that then: is a conflict of tenns between the General Terms and Conditions and this Order Fonn, the terms of this Order Fonn control. This Order Fonn is subject 10 our approval. ProFlex Products See Attachment for details ----- Material# Product Monthly Charges Minimum Terms 40757482 West Proflex $752.00 Bridge Products M11terlal# Product Quantity Unit Bridge Monthly Bridge Term Cha�es (Months], 40757482 West Proflex I Each S0.00 I Bridge Terms Bridge Monthly Charges begin on the date we process your order and will be prorated for the number of days remaining in the calendar month, if any. The Bridge Monthly charges will continue for the number of complete calendar months listed in the Bridge Tenn column above. Al the end of the Bridge Term, your Monthly Charges and the Minimum Tenn will be as described in the Product grid above. Al I other terms and conditions of the Order Fonn remain unchanged. Minimum Terms (Months> 36 Your subscription is effective upon the date we process your order ("EITectl\·e Date�) and Monthly Charges will be prorated for the number of days remaining in that month, if any. Your subscription will continue for the number of months listed in the Minim um Tenn column above counting from the lirsl doy of the month following the Effective Dote. Your Monthly Charges during the first twelve ( 12) months of the Minimum Tenn are as sel forth above. If your Minimum Tenn is longer lhan 12 months, then your Monthly Charges for each year of the Minimum Tenn ore displ�yed in the Attachment to the Order Forrn. -'.ast�rifinlmum _rernu.,_ _____ _ At the end of the Minimum Term, we will notify you of any change in Monthly Charges 111 least 60 days before each 12-month tenn starts, Either of us may concel the Post-Minimum Tenn subscription by sending 111 least 30 days written notice. Federal Government Subscribers Optional Minimum Term. Federal government subscribers that chose a multi-year Minimum Tenn, those additional months will be implemented at your option pursuant 10 federal law. Banded Product Subscriptions. You certify your total number of attorneys (partners, shareholders, associates, contract or staff attorneys, of counsel, and the like), corporate users, personnel or full-time-equivalent studenlS is indicated in this Order Fonn . Our pricing for banded produclS is made in reliance upon your certification. If we learn that the actual number is greater or increases at any time, we reserve the right 10 increase your charges as applicable. Miscellaneous Page I of) CAG-22-396 Applicable Law. If you arc a stale or local governmental entity, your state's law will apply and any claim may be brought in the state or federal courts located in your stoic. If you arc a non-governmental entity, this Order Fonn will be interpreted under Min nesota state low and any claim by one of us may be brought in the stole or federal courts in Minnesota. If you are a United States Federal Government Customer, United States federal low will opply ond any claim may be brought in any federal court. Ch11rges, P11yments & T11xes. You agree to pay nil charges in full within 30 days of the dote ofin\lOice. You arc responsible for ony opplicQblc soles, use, value added tax (VAn, etc. unless you arc tax exempt. 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Modification of Excluded Charges or Schedule A rates is not n basis for tennination under paragraph 10 of the General Tenns and Conditions. h1tp:l/static. lcgalsol utions. th omsonreuteri;.com/stntic/ngrecment/plnn -2-pro-aovt-agencics.pd f eBllling ContacL All invoices for this account will be emailed to your e•Billing Contact(s) unless you have notified us that you would like to be exempt from c-Billing. Credit Verilkation. Ir you arc applying ror credit os on individual, we may request 11 consumer credit report to detennine your credilwonhiness. If we obtain o consumer credit repon, you may request the nnme, address and telephone number of the agency that supplied the credit report. If you arc applying for credit on behalf or a business, we may request a current business financial statement from you lo consider your request. Cancellation Notification Address. Send your notice of canccllotion to Customer Service, 610 Oppcnnan Drive, P.O. Box 64833, Eogan MN 55123-1803 Returns and Rerunds. You may return a print product to us within 45 doys of the original shipment dote if you arc not completely satisfied. Please sec http://st11tic.legnlso lutions.tho msoQW1trn!,@mlst?J:idro1um,�•rs(und�,Qdr or contact Customer Service at 1-800-328-4880 for additional dL'luils regarding our policies on returns and refunds. Product Spedlk Terms. The following products have specific tcnns which ore incorporated by reference and m11dc pan of this Order Fonn if they apply to your order. They can be found at https://stntic.lcgalsolutions.thomsonreuteri;.com/static/Thom sonRL'Uters-GL'llc:ral•Tenns•Conditions­PST.pdf. Ir the product is not pan or your order, the product specific lt.'f111S do not apply. If there is 11 connict bctw1.-en product specific tL'f111S and the Order Fonn, the product specific terms control •Campus Research •Contract Express •Hosted Practice Solutions •Pro View cBooks •Time and Billing •West km Software •West LcgalEdccnlcr •Wcstlaw •Wcstlaw Doc & Fonn Builder •Westlnw Parulcgul •Wesllaw Patron Access •Wcstlow Public Rcconls Amended Terms and Conditions Government Non-Av11ilnblllty of Funds for Onlin.:. Practice Solutions or Softwar.: Products You may cancel a product or service with at least 30 days wrincn notice if you do not rt.-ccive sufficient approprilltion of funds. Your notice must include an olftcial document, (e.g., executive order, an 011ici11lly printed budget or othL'T official government communication) ccrtirying the non• availability of funds. You will be invoiced for nil charges ine11rtcd up to the clTcctivc dale of the canccllotion. Acknowledgement: Order ID: 0-04219719 -- Signature or Authorized Representative for order Printed Name This Order Form will expire and will not be occeptt.-d after 12/16/2022. Pnge2 of3 Tit� ;, Date I ?It 3,/12 Attachment Order ID: Q-04219719 Conuict your representative stephlee l(gthomsonreuters.com with any questions. Thank you. Payment, Shipping, and Contact Information Payment Method: Payment Method: Bill to Account Account Number: l005759584 Order Confirmation Conla&:t (#28) Conuict Name : Carasa, Melissa Email: lcgaladmin@rentonwa.gov Shipping Information: cBllllng Contact Shipping Method: Ground Shipping-U.S. Only Contact Name Melissa Carasa Email legaladmln@rcntonwa.gov ProFlex MultlDle Location Details Account Number Account Name Accou nt Address -Action --1055 S GRADY WAY 1005759584 Renton City Attys Office RENTON New WA 98057-3232 US ProFlex Product Details - QUllntlly Unit Service Materfal # Description 1 Each 407S7482 West Proflex 9 Anomeys 42821702 Wcstlaw Edge Primary Law, Washington, Enterprise Government 9 Attomevs 42077868 Westlaw Multi-Suite Analytical, Enterprise access, Government Account Contacts Account Conuict Account Contact Account Contact Account Contact access, First Name Last Name Email Address Customer Type Dcscrintion MELISSA Carasa legnladmin(a)rentonwa.gov EML PSWD CONT ACT Ch arees u n2 nmum D ri Ml i T erm Mnterlal Product Monthly %Iner Monthly o/a Iner Monthly %Iner MonthJy %Iner Monthly # Nnme Year I Yr 1-2* Ycnr2 Yr 2-3* Year3 Yr34* Year4 Yr4-S* Years Charl!es Char11e$ Charl!es Ch11r11es Charees 40757482 \Vc::st S752.00 5.00 $789.60 5.00 S829.08 N.IA SN.IA NfA SN.IA Proflclt Charges During MinJmum Terna Pricing is displayed only for the years included in the Minimum Tenn. Years without pricing in above grid are not included in the Minimum Term. Refer to your Order Form for the Post Minimum Term pricing Pagc3 of3 THOMSON REUTERS THOMSON REUTERS CONTRACTING AND BILLING PROCESS: ADDITIONAL INFORMATION Most products and services are provided to U.S. customers by Thomson Reuters Enterprise Centre GmbH ("TREC") and TREC will be responsible for all obligations associated with such products and services. Certain products and services will continue to be provided by either West Publishing Corporation rwesr) or Thomson Reuters (Tax and Accounting) Inc. ("TRTA"). ln such circumstances, West will continue to be responsible for an obligations associated with the products and services it provides, and TRTA wm continue to be responsible for an obligations associated with the products and services it provides, respectively. Government Customers: If you are a local, state or federal government customer (excluding academic institutions), all of the products and services appearing on your order form wUI continue to be prollided by TRT A or West Publishing Corporation, as applicable, and such entities will continue to be responsible for all obligations with respect to your products and services. TREC product and services list To determine which products and services are provided by TREC please click here: https:l/www.thomsonreuters.com/content/dam/ewo­ m/documents/thomsonreuters/en/pdf/other/nolificalioninfofletter/trec-material-info.pdf Please note that the products and services list will change from time to time. 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"We", "our" and ''Thomson Reuters" means the Thomson Reut�rs entity or entities providing Services (and thus the entity or entities with all rights and obligations with respect to those Services) under the applicable order form, order confirmation, statement of work, invoice, e-commerce confirmation or similar agreement issued by such Thomson R_euters entity or entities(each, in any form, an "Ordering Document"); "you" and "your" means the client, customer or subscriber agreeing lo or ncceptmg these terms. Your Ordering Document identifies the Services, quantities, charges and other details of your order. The applicable Ordering ?ocument may also refer to and incorporate documents which may apply to the Services you selected. Each Ordering Document, any applicable incorporated documents and these terms constitute the complete agreement (the "Agreement") and supersede any prior or contemporaneous discussions, agreements, representations or warranties regarding your order. 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''Services,. means the cloud computing services, software•as•a• service, online research services, Professional Services, as well as any products, including installed software, supplied by Thomson Reuters under the Agreement that are detailed in the applicable Ordering Document. c."Usage Information'' means (i) data and information related to your use of our Property which is aggregated and anonymizcd, including statistical compilations and performance information related to the provision and operation of our Property and (ii) any information, data, or other content derived from your access to or use of the Services. but does not include Your Data. r."\'our Datu•· means, other than Usage Information, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you or on your behalf through the Services. 2.IP OW"°ERSIIIP; UCE"SES & DELl\'Eln' a.Reservation or RightJ. Together with our licensors, we reserve all rights not expressly granted under the Agreement. Except for the limited rights and licenses expressly granted herein, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise , to you or any third party any intellectual property rights or other right, title, or interest in or lo our Property. b.Services License. Except with respect to any installed software, which is licensed under Section 2(d) below, or Professional Services, subject to the terms and conditions of the Agreement, we hereby grant you a non-exclusive, non-sublicensable, non-transferable right to access, view, and use our Services solely for your own internal business purposes. 8/3.121 c.Documentation License. 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Upgrades (releases or versions that include new features or additional functionality) or any application programming interfaces (''APls'') may be subject to additional charges. b.Passwords. Your access to certain Services is password protected. You are responsible for ensuring that passwo rds are kept confidential. Sharing passwords is strictly prohibited. Each of us shall maintain industry standard computing environments to ensure that both your and our property is secure and inaccessi ble lo unauthorized persons. c. Unauthorized Technology. Unless prio r wrillen nuthorizntion is given by Thomson Reuters, you must not (i) run or install any computer software or hardware on our Services or network; (ii) mine, scrape. index, or automatically download our data; or (iii) automatically connect ( whether through A Pis or othenvise) our data to other data, software, services or networks. 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Unless otherwise expressly permitted in the Agreement, you may not and you may not permit a third party 10: (i) wll , license, sublicensc, dis1ribu1e, publish, display, store, copy, modify, decompile, decode or disassemble, reverse engineer, remove an} proprietary notices, translate or transfer our Property in whole or in part, or as a component of any other product, service or material; ( ii) use our Property or our third-party providers• property to train any urtilicial intel ligence (Al) or machine learning algorithms or software or create any derivative works, compilations or collective works or in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person. or that violates any applicahle law; or (iii) allow any third parties to access, use or b\.'Tlclit from our Property in any way. Notwithstanding the foregoing, you may (a) download and print limited e'.'(tracts of content from our Services solely for your own inh:ma I business purposes and (b) on an infrequent, irregular and ad hoc basis. distribute limited extracts of content from our Services; provided that, in either case, (I) such extracts do not reach such quantity us to have commercial volue and you do not use such extracts as a substitute for any Services and (2) Thomson Reuters and any third· puny content provider, if applicable, is cited and credited us the source. Exercising legal rights lhat cannot be limited by 11greemen1 is not precluded. Only if you arc in the business of providing audit, tax, or accounting services, or legal advice to your clients, this Seclion 3(1) does not preclude you from using our Services to benefit your clients in the ordinary course of your business in accordance with the Agreement Except us expressly set forth in the Agreement we retain all righ1s and you arc grunted no riihls in or to our Property. g.Security. Each of us will use and will require any subcontractors to use industry standard organ izationa l, administrative, physical and technical safeguards to protect the other's data. Each party will inform the other in accordance with applicable law if such party becomes aware of any unauthorized third-party access to the olher party's data and will use reasonable efforts to remedy identified security vulnerabilities. h.Compliance. Each or us shall 111 all limes comply with applicoble lnw, including export controls and economic sanctions that apply to us in connection with the Agreement. 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For onlinc purchases, you authorize us to charge you for chnrgcs staled in the applicable Ordering Document vio credit card , debit cnrd, or Automated Clearing House (''ACH'") or any other method you have agreed to in advance. If you are a non-government subscriber and you fail to pay your invoiced charges, you are responsible for collection costs including legal fees. You must also pay applicable ta.xes and duties, other than tuxes on our income, in addition lo the price quoted, unless you provide valid proof thul you are exempt. Invoice disputes must be notilied within 15 days of the date of the invoice. b.Changes. We may increase, or adjust the basis for cnlculaling, the charges for our Services with effect from the start of each renewal term by giving you at lcost 60 days wrincn notice; 1my other price chnnges or adjustments will be as set out in your Ordering Document c.Excess Use. You musl pay additional charges if you exceed the scope of use specilicd in the applicable Ordering Document, based on the rates specified on the 11pplicable Ordering Document or our current standard pricing, whichever is greater. We may change the charges if you merge wilh. acquire or arc acquired by another entity which results in additional access 10 our Services or data. S.l'IU\'\C.. \ The panics agree that 1he terms of the Data Protection Addendum ("'DPA '") available 111: http://tr.com/data-proccssing-addendum shall apply lo the extent Thomson Reuters Processes Cus1omcr Personal Data (us those terms are defined in the DPA), in which case the DPA is hereby incorporated into lhe Agreement by t his reference. 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These oblig11tions of confidentiality do not apply to informolion which: (o) is or becomes generally 11v11iloble to lhe public (through no act or omission of the receiving party); (b) becomes known to the receiving party on a non-confidential bosis through o third party who is not subject lo on obligation of confidentiolity with respect to that information; (c) wos l11wfully in the possession of the receiving party prior to such disclosure as established by documentary evidence; or (d) is independenlly developed by the receiving party, us established by documentary evidence, without reference to or use of, in whole or in port, any of the disclosing party's confidenti11l information. This section shall survive 1hree (3) years aller lhe terminalion of the Agreement or unlit the confidential information is no longer deemed confidential under opplicoble low, whichever occurs first. 7.WARR,\ vrrns A:'liD DISCLAIMERS a. LIMITED WARRANT\'. EXCEPT WITII RESPECT TO INSTALLED SOFTWARE OR PROFESSIONAL SERVICES, WE WARRANT TIIAT PROPERL\' LICENSED SERVICES WILL I\IATERIALL\' CONFORM TO AN\' DOCUMENTATION THAT ACCOMPANIES THE SERVICES. TIIIS LIMITED WARRANT\' APPLIES FOR TUE DURATION OF THE TERM. YOUR ONLY REMED\' IN THE EVENT WE BREACH THIS LIMITED WARRANT\' SHALL BE THE REPAIR OR REPLACEMENT OF THE SERVICES AT NO CHARGE. THIS LIMITED WARRANTY DOES NOT COVER PROBLEMS CAUSED BY YOUR FAILURE TO ADHERE TO INSTRUCTIONS OR CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL. b.INSTALLED SOFTWARE. WE WARRANT TIIAT 01.:'R INSTALLED SOFTWARE WILL MATERIALLY CONFORM TO OVR DOCUMENTATION FOR 'JO DAYS AFTER DELIVERY. IF DURING THIS WARRANT\' PERIOD WE ARE UNABLE TO CORRECT, WITHIN A REASONABLE TIME PERIOD AND MANNER, AN INSTALLED SOFTWARE ERROR YOU REPORT TO US, YOU MAY TERMINATE TUE APPLICABLE ORDERING DOCUMENT FOR THE AFFECTED INST ALL ED SOFTWARE B\' PROMPT WRITTEN NOTICE TO US FOLLOWING TIIE REASONABLE TIME PERIOD AND TUE LICENSES WILL IMMEDIATELY TERMINATE. YOUR ONLY REMEDY AND OUR ENTIRE LIABILITY FOR BREACH OF THIS WARRANT\' WILL BE A REFUND OF THE APPLICABLE CHARGES. r.PROFESSIO!'IAL SERVICES. WE WARRANT THAT WE WILL PROVIDE ANY PROFESSIONAL SERVICES CSING REASONABLE SKILL AND CARE, d.DISCLAIMER OF WARRANTIES. TIIE FOREGOING WARRANTIES DO NOT APPLY, AND WE STRICTLY DISCLAIM ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY DAT A OR THIRD-PART\' somVARE, EXCEPT FOR THE LIMITED WARRANTIES PROVIDED IN SECTIONS 7(A), (B), and (C) HEREIN, OUR SERVICES ARE PROVIDED "AS IS", AND ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED B\' STATUTE OR COMMON LAW INCLUDING, WITHOUT Lll\UTATION, WARRANTIES OR OTHER TERMS AS TO SUITABILIT\', I\IERCHANTABILIT\', SATISFACTORY QUALIT\' AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED B\' APPLICABLE LAW. IN ENTERING THE AGREEMENT, NEITHER PARTY HAS RELIED UPON ANY STATEMENT, REPRESENTATION, WARRANTY OR AGREEMENT OF THE OTHER PART\' EXCEPT FOR THOSE EXPRESSLY CONTAINED IN TIIE AGREEMENT. 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WE ARE NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY DECISIONS BY \'OU OR ANYONE ACCESSING THE SERVICES THROUGH YOU MADE IN RELIANCE ON THE SERVICES, INCLUDING FINANCIAL, TAX AND ACCOUNTING, LEGAL, COMPLIANCE, OR AN\' OTHER PROFESSIONAL ADVICE. YOU AGREE THAT YOU USE THE SERVICES AT YOUR OWN RISK IN THESE RESPECTS. \'OU ARE SOLELY RESPONSIBLE FOR THE PREPARATION, CONTENT, ACCURACY AND REVIEW OF ANY DOCUMENTS, DATA, OR OUTPUT PREPARED OR RESULTING FROM THE USE OF AN\' SERVICES AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE DA TA CONTAINED IN OR GENERATED BY THE SERVICES. 8.LIAHILl'T \' a.LIMITATION. EACH PARTY'S OR ANY OF ITS THIRD PARTY PROVIDERS' El'TIRE LIABILITY IN ANY CALENDAR YEAR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, INCLUDING FOR NEGLIGENCE, WILL NOT EXCEED THE AMOUNT PAYABLE IN THE PRIOR 12 MONTHS FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM FOR DAMAGES (OR, IF TIIE CLAIM IS MADE WITIIIN TIIE FIRST 12 i\10:\TIIS, 12 TIMES THE AVERAGE OF TIIE i\IO:\TIILl' Cl URGES PAID). IN NO EVENT SHALL WE OR OUR THIRD-PARTY PROVIDERS BE LIABLE FOR ANY PENALTIES, INTEREST, TAXES OR OTHER AMOUNTS IMPOSED BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY. NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF DAT A, OR LOSS OF PROFITS (IN EITHER CASE, WHETHER DIRECT OR INDIRECT) EVEN IF SUCH DAMAGES OR LOSSES COULD HAVE BEEN FORESEEN OR PREVENTED. b.Unlimited Liability. 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