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CA West Proflex Purchase AgreementOrder Form Order ID: Q-00588549 THOMSON REUTERS ' Contact your representative joseph.amosl%•thomsonreuters.com with any questions. Thank you. Account Address Account#: 1000348316 SAN RAFAEL CITY ATTORNEY CITY HALL RM 202 PO BOX 151560 1400 5TFI AVE SAN RAFAEL CA 94901-1943 US Shipping Address Account #: 1000348316 SAN RAFAEL CITY ATTORNEY CITY HALL RM 202 PO Box 151560 1400 5TH AVE SAN RAFAEL CA 94901-1943 US Billing Address Account#: 1000348316 SAN RAFAEL CITY ATTORNEY CITY HALL RM 202 Po Box 151560 1400 5TH AVE SAN RAFAEL, CA 94901-1943 US I his Order Form is a legal document between West Publishing Corporation and Subscriber. West Publishing Corporation also means "West", .,we" or "our" and Subscriber means "you", or "I". Subscription terms, if any, follow the ordering grids below. ProFlex Products See Attachment for details Service Material Product Monthly Minimum Term Year Over Year Increase During(Months) Charges ( Minimum Term 40757482 WEST PROFLEX $852.48 36 200 Minimum Terms Online/ Practice Solution/Software/ProFlex Products : Monthly Charges begin on the date we process your order and will be prorated for the number of days remaining in that calendar month, if any. Your Monthly Charges will continue for the number of complete calendar months listed in the Minimum Term column above. The percent increases for multi-year orders appear in the Term Increases column above. Subscriber ("you" or "I") is also responsible for all Excluded Charges. Excluded Charges are for accessing Westlaw data or a Practice Solutions service that is not included in your subscription. Excluded Charges may change after at least 30 days written or online notice. For Window Products: Monthly Charges begin on the date we process your order and will continue for the number of complete calendar months in the Minimum Term column above. The percent increases for multi-year orders appear in the Term Increases column above. Monthly Charges are due regardless of the level of your usage. Transactional usage charges that exceed the Monthly Charges are waived up to the Monthly Window amount stated above. In addition to the Monthly Charges you are responsible for transactional usage charges in excess of the Monthly Window. Transactional charges are calculated based upon our then -current Schedule A rates. You are also responsible for all Excluded Charges. Excluded Charges are charges for accessing a service that is not included in your subscription. Excluded Charges may change after at least 30 days written or online notice. To apply Window charges to a specific month, the request must be submitted at least five (5) business days prior to the end of the month. Post Minimum Terms For Online/Practice Solutions/Software /ProFlex Products: At the end of the Minimum Term your Monthly Charges will increase by 7%. Thereafter, the Monthly Charges will increase every 12 months unless we notify you of a different rate at least 90 days before the annual increase. You are also responsible for all Excluded Charges. Excluded Charges may change after at least 30 days written or online notice. Either of us may cancel the Post -Minimum Term subscription by sending at least 60 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan, MN 55123-1803. Automatic Renewal Term for Window Products. At the end of the Minimum Term your Monthly Charges will be billed at up to our then - current rate. Thereafter, we may modify the Monthly Charges if we notify you of a different rate with at least 90 days notice. The Monthly Window will remain unchanged. You are also responsible for all Excluded Charges. Excluded Charges may change after 30 days written or online notice. Either of us may cancel the Post -Minimum Term subscription by sending at least 60 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. To apply Window charges to a specific month, the request must be submitted at least five (5) business days prior to the end o f the month. Federal Government Subscribers Optional Minimum Term. Federal government subscribers that chose a multi-year Minimum Term, those additional months will be implemented at your option pursuant to federal law. Miscellaneous Charges, Payments & Taxes. You agree to pay all charges in full within 30 days of the date of invoice. You are responsible for any applicable sales, use, value added tax (VAT), etc. unless you are tax exempt. If you are a non-government subscriber and fail to pay your invoiced charges, you are responsible for collection costs including attorneys' fees. Settling a Disputed Balance. Payments marked 'paid in full", or with any other restrictive language will not operate as an accord and satisfaction without our prior written approval. We reserve our right to collect any remaining amount due to us on your account. Partial ---n I c int Dort n1 In colt In on :- GJI m. 1.........I .... r.....,....,._ c.,_.: ,._ c I n --.. . n n n _ I.— •. . ... 9 55123-1803, along with a written explanation of the disagreement or dispute. This address is different from the address you use to make account payments. Credit Verification. If you are applying for credit as an individual, we may request a consumer credit report to determine your creditworthiness. If we obtain a consumer credit report, you may request the name, address and telephone number of the agency that supplied the credit report. If you are applying for credit on behalf of a business, we may request a current business financial statement from you to consider your request. Auto Charge Credit Card/Electronic Funds Transfer Election Payment Terms. You may authorize us to automatically charge a credit card, debit card or electronic fund transfer to pay charges due. Contact Customer Service at 1-800-328-4880 for authorization procedures. If you have previously authorized us to bill a credit card, debit card or make electronic fund transfers for West subscriptions on an ongoing basis, or authorizing the same as part of this order, no further action is needed. Returns and Refunds. You may return a print product to us within 45 days of the original shipment date if you are not completely satisfied. Assured Print Pricing, Library Savings Plan, West Complete, Library Maintenance Agreements, ePack, WestPack, Westlaw, CLEAR, Monitor Suite, ProView eBook, Software, West LegalEdcenter, Practice Solutions, TREWS, Peer Monitor, and Data Privacy Advisor charges are not refundable. Please see http://static.legalsolutions.thomsonreuters.com/static/retums-refunds.pdf or contact Customer Service at 1-800-328-4880 for additional details regarding our policies on returns and refunds. Applicable Law. If you are a state or local governmental entity, your state's law will apply and any claim may be brought in the state or federal courts located in your state. If you are a non-government entity, this Order Form will be interpreted under Minnesota state law. Any claim by one of us may be brought in the state or federal courts in Minnesota. If you are a United States Federal Government subscriber, United States federal law will apply and any claim may be brought in any federal court. Excluded Charges. If you access services that are not included in your subscription you will be charged our then -current rate ("Excluded Charges"). Excluded Charges will be invoiced and due with your next payment. For your reference, the current Excluded Charges schedules are located at the links below. Excluded Charges may change after at least 30 days written or online notice. http•//static legalsolutions tilonisonreuters com/staticlagreement/pIan pro govt agencies pdf htti):Hstatic.legalsolutions.thomsonreuters.com/static/agreement/scliedule-a-concourse-case-notebook-hosted pdf Thomson Reuters General Terms and Conditions, apply to all products ordered, except print and is located at https://static.legalsolutions.tliomsonreuters.com/static/Thomson Renters -General -Terms -Conditions pdf The Thomson Reuters General Terms and Conditions for Federal Subscribers is located at littps:Hstatic.Iegalsolutions.thonisonreuters.com/static/Federal-Thomson Reuters -General -Terms -Conditions pdf In the event that there is a conflict of terms between the General Terms and Conditions and this Order Form, the terms of this Order Form control. This Order Form is subject to our approval. Banded Product Subscriptions You certify the total number of attorneys (partners, shareholders, associates, contract or staff attorneys, of counsel, and the like), corporate users, personnel or full -time -equivalent students is indicated in the applicable Quantity column. Our pricing for banded products is made in reliance upon your certification. If we learn that the actual number is greater, we reserve the right to increase your charges as applicable Product Specific Terms. The following products have specific terms which are incorporated by reference and made part of this Order Form if they apply to your order. They can be found at littps://static.legalsolutions.thomsonreuters.com/static/ FhoinsonReuters-General-Ternis- Conditions-PST.pdf If the product is not part of your order, the product specific terms do not apply. If there is a conflict between product specific terms and the Order Form, the product specific terms control. •Campus Research •Contract Express • Hosted Practice Solutions • ProView eBooks •Time and Billing • West km Software *West LegalEdcenter • Westlaw •Westlaw Doc & Form Builder • Westlaw Paralegal • Westlaw Patron Access •Westlaw Public Records Additional Order Form Terms and Conditions Government Non Availability of Funds for Online. Practice Solutions or Software Products You may cancel a product or service with at least 60 days written notice if you do not receive sufficient appropriation of funds. Your notice must include an official document,(e.g., executive order, an officially printed budget or other official government communication) certifying the non-availability of funds. You will be invoiced f'or all charges incurred up to the effective date of the cancellation. Acknow ledeement: Order ID: 0-00588549 tv�_ City Manager Signbtur of Authorized pr entative for order Title Jim Schutz tib 3 1 r 2019 West, a Thomson Reuters business. All rights reserved. This Order Form will expire and will not be accepted after 1 123;2019. . AttachmentOrder ID: Q-00588549 THOMSON REUTERS Contact your representative joseph.amos a thomsonreuters.com with any questions. Thank you. Payment, Shipping, and Contact Information Payment Method: Order Confirmation Contact (#28) Payment Method: dill to Account Contact Name: LISA GOLDFIEN Account Number: 1000348316 Email: lisa.goldfien a cityofsanrarael.org Shipping Information: Shipping Method: Ground Shipping - U.S. Only Pro ex Multiple Location Details Account Number Account Name Account Address Action Unit SAN RAFAEL CITY 1400 5TI-I AVE 2 1000348316 ATTORNEY SAN RAFAEL New Attorneys CA 94901-1943 US 2 Account Contact-, Account Contact First Name Account Contact Last Name ProFlex Product Details Quantity Unit Service Material # Description 2 Attorneys 42077751 Gvt - National Primary Core 2 Attorneys 42077755 Gvt - Analytical Plus for Government 2 Attorneys 41974282 Gvt Drafting Assistant For Government (Westlaw PROTM) Account Contact-, Account Contact First Name Account Contact Last Name Account Contact I Email Address recount Contact Customer T� pe Description LISA GOLDFIEN I lisa. oldfiengcit orsanrafael.or EML PSWD CONTACT Lapsed Products Sub Material Active Subscription to be Lapsed 40988634 Government Select Level 1 States (WesllawNertTM) CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Attorney Project Manager: Lisa Goldfien Extension: 3081 Contractor Name: Thomson Reuters — West Proflex Contractor's Contact: Joseph Amos Contact's Email: joseph.amos@thomsonreuters.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager _ a. Email PINS Introductory Notice to Contractor n/a 9/5/2019 b. Email contract (in Word) & attachments to City 1 City Attorney Atty c/o Laraine.Gittens@cityofsanrafael.org 2 a. Review, revise, and comment on draft agreement 9/20/2019 i and return to Project Manager n/a b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to n/a lZ contractor for their signature When necessary, * contractor -signed agreement 4 Project Manager ® N/A agendized for Council approval 'PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 Date of Council approval Click here toenter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 10/21/19 Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement /d/� // q / 7 _ City _ n/a Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager 10 1 23