The URL can be used to link to this page

Home My WebLink AboutResolution - 2011-R0560 - Contract - West Payment Center - Online Legal Research Services - 12/14/2011Resolution No. 2011-RO560 December 14, 2011 Item No. 5.20 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, a Contract for online legal research services, by and between the City of Lubbock and West Payment Center; Thomson Reuters, West Government Division, Eagan, MN, and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on December 14 , 2011. ,&- TOM AARTIN, MAYOR ATTEST: Reb ca Garza, City Secreta APPROVED AS TO CONTENT: Sam Medina, City Attorney APPROVED AS TO FORM: e' -c Chad Weaver, Assistant City Attorney sj/ccdocs/Chad/Resolutions/RES.Contract-West Payment Center; Thomson Reuters November 29, 2011 Schedule A to Subscriber Agreement Plan 2 WestlawPROO for State and Local Government Entities -Government Service Available only to employees of state, county, and city government entities with 40 or fewer affiliated attorneys (up to 100 attorneys for Government Select products) accessing Westlaw® for government or legal servicesllegal aid purposes. Government entities are defined as executive, judicial, and legislative agencies, correctional facilities (behind the desk staff access), government law libraries (behind the desk staff access), and legal services/legal aid entities. Not available to educational institutions for academic purposes. Westlaw access by inmates of correctional facilities or patrons of government law libraries is STRICTLY PROHIBITED. Plan 2 WestlawPRO for State and Local Government Agencies. Paragraphs t through 5 below set forth charges that apply to both westlaw.com and WestlawNext7 (nextwestlaw.eom). Not all Westlaw subscribers have access to WestlawNext. 1. WestlawPRO Obligations and Restrictions. Subscriber must submit to West a copy of its current letterhead or a certified list of all affiliated attorneys at the location identified on the Order Form and must promptly notify West of any changes in the number of affiliated attorneys. Westlaw passwords may only be used by the person to whom the password is issued. Sharing of Westlaw passwords between or among Subscriber's personnel or persons not employed by Subscriber is STRICTLY PROHIBITED. In the event West learns that the number of attorneys employed by Subscriber exceeds the number certified by Subscriber or a Westlaw password has been used by a person other than the person to whom the password has been issued, West reserves the right to increase Subscriber's monthly WestlawPRO charges ("Monthly WestlawPRO Charges") to then -current rates for each attorney employed by Subscriber, change Subscriber to another price plan or, in the alternative, terminate the Westlaw password(s) used by a person other than the person to whom it is issued. 2. Monthly WestlawPRO Charges. Monthly WestlawPRO Charges for the products elected by Subscriber appear on the Order Form and include usage, communications, WestClip (non -continuous), offline transmission (as limited by the Subscriber Agreement), certain KeyCite® Alert (non - continuous), transactional charges (excluding online citation checking) and certain offline automated citation checking charges. Monthly WestlawPRO Charges apply regardless of Subscriber's actual use. A listing of the current WestlawPRO Databases appears in the Westlaw Directory. Charges associated with the databases, Features and services that are not part of the WestlawPRO products elected by Subscriber will be billed in addition to the Monthly WestlawPRO Charges at the rates set forth below ("Excluded Charges"). West may, at its option, make certain databases, Features and services Excluded Charges if West is contractually bound or otherwise required to do so by a Contributor of Data or if the databases, Features or services are enhanced or released after the effective date of the Subscriber Agreement and the Order Form. 3. Training Charges Training and technical support charges are as set forth on the Order Form. 4. West Reporter Images West Reporter Images $16.00 per image No offline transmission charges apply. 5. Rise of American Law L Combination Databases $ 1.05 Rise of American Law - Time $33.33 per minute Rise of American Law -- Search 500.00 per transaction Rise of American Law - Finds 300.00 per transaction Rise of American Law - Images 300.00 per image Resolution No. 2011-RO560 Westlaw Part of Thomson Reuters Plan 3 WestlawPRO Government for State and Local Government Agencies. Paragraphs 6 through 16 set forth the charges that apply to westlaw.com. Upon accessing westlaw.com, a user may elect either per minute or transactional billing in the Options Directory. Such billing election will be effective for all subsequent sessions unless the election is changed. The SUBSCRIBER Database lists the per minute billing classifications, transactional charges and per document charges for each database. 6. Per Minute Charges A. Per Minute Usage Charges Per Minute Rate L Combination Databases $ 1.05 ii. Highlights Databases 2.85 iii. Basic Databases 3.42 iv. Westlaw Standard Databases 6.25 v, Westlaw Standard Databases -Codes 7.50 vi. Deluxe Databases 7.68 vii. Specialty Databases 7.85 viii. Premium Databases 8.50 ix. Allfile Databases 10.80 X. Multi -Search Databases 11.20 xi. Super Allfile Databases 13.50 xii. Select Databases 15.50 xiii. Super Premium Databases 16.38 xiv. Super Select Databases 13.83 xv. ResultsPlus Standard Databases 7.81 xvi. ResultsPlus Premium Databases 10.63 xvii. ResultsPlus Allfiles Databases 13.50 xvii I. Results Plus Super Allfiles Databases 16.88 xix. ResultsPlus Select Databases 19.38 xx. ResultsPlus Super Premium Databases 21.43 xxi. Westlaw Tax Time Class Databases 8.25-23.38 Usage charges begin when Subscriber's password is transmitted and end when the session ends. B. Communications Charges. $.22 per minute. Communications charges begin when Subscriber's password is transmitted and end when the session ends - they apply to the entire Westlaw session, excluding offline transmission, offline automated citation checking, Dockets"" and the SUBSCRIBER Database (when accessing Westlaw via transactional billing). Transactional Charges A. Search Charges Each search query will incur a search charge. Search charges range from $0 to $230 per search. The search charge applicable to each database is available in the SUBSCRIBER Database. For sales tax purposes only, a percent of each search charge is allocated to communications. Search charges for multiple database searches are discounted as follows: 1 database No discount 2-3 databases 10% discount 4-10 databases 20% 11+ databases N/A Westlaw Legal Calendaring $20.00 per transaction 1011111 SAMlnet 137.dot iii. PeopleMap Search $50.00 per transaction Comprehensive Report 149.00 per report " Core, Asset or Adverse Report 100.00 per report ' Document Find 25.00 per transaction Graphical Expansion 25.00 per transaction West Case Timeline 20.00 per transaction Neighbors/Relatives (Past & Current) 5.00 per transaction includes search charges B. Online Find Charges' Charge Per Document Find (Primary Law) $6 Find (Secondary Law/Regulations Finds/Display) 16 Find (BNA, RIA) 25 Find (PastStat Loc, State LH, NetScan & StateNet) 25 Find (ResultsPlus) 50 Find (ResultsPlus BriefslTrial Documents) 60 Find (Briefs and Trial Documents) 65 Find (State Survey) 200 Find (Expert Witness) 50-125 Find (Dockets) 15 Find (Westlaw Tax) 12-22 Find (West Court Wires) 10 Find by Title" NIA " Includes Find Charges for Previous Section/Next Section "Find by Title creates a search query which will result in a search charge. No separate Find transactional charge will apply. See SUBSCRIBER Database for detailed pricing. C. Online Citation Checking Charges KeyCite' $6.25 per citation RIA -Cite 6.25 per citation West CiteAdvisor Citation Formatter 45.00 per document TOA Builder 45.00 per document TOA Builder (with use of formatter) 34.00 per document BriefTools Links 30.00 per document Flags 6.50 per citation QuickCite® creates a search query which will result in a search charge. No separate online citation checking charges apply. No offline transmission charges apply. D. QUOTE Charges $ .15 per entry E. Document Display Reports Viewed $75-$300 per report viewed Documents Viewed 5-600 per transaction 8. Offline Transmission Charges A user may elect either per line or per document offline transmission billing in the Options Directory. Such election will be effective for all subsequent sessions unless the election is changed. Offline transmission charges apply to all printing and downloading to storage devices and facsimile machines and e-mail via Westlaw functionality, unless otherwise indicated. Rate Rate Per Per Line Document Westlaw Public Records Databases $ .04 $ 5 Briefs .04 20 Selected databases up to .65 up to 50 All other databases .04 10 9. WestChecko and find&print.com Charges Citation Service Charge Per Citation KeyCite $6.25 Table of Authorities 1.00 QuoteRightT,4 7.00 Find 13.00 - 225.00 Find (Selected databases) 23.00 - 70.00 Content Verification .50 No offline transmission charges apply. 10. Alert Services Charges WESTClip Non -continuous Clipping $0 Continuous Clipping 4.50 per day per search BNA Clipping 14.00 per transaction KeyCite Alert Non -continuous Clipping 7.00 per transaction Continuous Clipping 9.00 per day per transaction KeyRules Alert 6.00 per transaction CapWatch 5.00 per transaction WCW Newsletter Delivery 4.00 per transaction Regulatory Topical Alerts Non -continuous clipping 0 Continuous Clipping 4.50 per transaction Database charges apply to the online display of WestClip and Docket Alert results. Find charges and charges associated with documents viewed from KeyCite Alert and Docket Alert results shall apply. Connect time and communications charges do not apply during transactional billing sessions. Offline transmission charges do not apply to WestClip cite lists (excluding BNA) or KeyCite Alert. 11. Westlaw Public Records Charges The Scope screen for each Westlaw Public Records Database lists its database classification for per minute billing. The search charge applicable to each Westlaw Public Records Database is available in the SUBSCRIBER Database. Additional charges for third -party services may apply. The following transaction charges apply in addition to the per minute and transactional charges: Charge Per Detail Record Viewed Delaware Corporate Records $9.00 Charge Per Entry D&B Alert $5.00 The following charges apply in lieu of per minute and transactional charges: Charge Per Document Duns Business Records Plus" Business Record & Full Financial $128.90 Business Information Report (domestic) 110.00 Business Information Report (international) Africa 443.00 Middle East 443.00 Asia Pacific 443.00 Latin America 340.00 Europe 288.00 Canada 144.00 Comprehensive Report 129.50 Family Tree Report 60.10 Business Record & Financial Abstract 60.10 Business Record 35.70 Business Abstract 23.35 Family Member Profile 9.80 Company Relations 2.35 Per company -250 companies maximum (250 companies or more - no additional charge) Branch Locations 2.35 Per location -250 locations maximum (250 locations or more - no additional charge) 'Minimum fee of $15.75 per search. 12. Company Profiles Database Charges Index Search $0 Company Profile 35 per report ResultsPlus 40 per report Offline transmission charges apply to citations list but do not apply to Company Profiles reports themselves. 1011111 SAM Inet 137.dot 13. Dockets Charges The following charges apply in lieu of per minute and transactional charges: Search $7-14 per transaction View document 5 per document Update document 2 - 8 per document Dockets Alert * 5 per transaction Multi -Base Searches 20-145 per transaction Docket Tracking * 2-10 per transaction Case Calendaring Information Update 2 per transaction Tracking Service 1 per transaction Integration Service 1 per transaction Document retrieval services At then -current rates * Limit of 99 alerts/tracks per password 14. PDF Charges Attorney Medical Advantage $225.00 per image Blaussen Medical Illustration Standard Collection 250.00 per image Premier Collection 275.00 per image Experian Reports 8.00-44.95 per report BdefsfTrial Docs/State Surveys 65.00 per image DE Chancery Docket 65.00 per image Deed Image 25.00 per image Dockets PDF 4.00 per image Expert Witness/Courtroom Transcripts 66.00 per image Legal Due Diligence Reports 200.00 per image Investext 9.95 per page Real Property Parcel Maps 15.00 per image Patent Image 3.00 per image ResultsPlus Investext 14.95 per 1" page (Each additional page) 9.95 per page No offline transmission charges apply. 15. West Batch Processing Charges of $ .05 - $2.00 per row shall apply in lieu of per minute or transactional charges. Any users of West Batch Processing must be credentialed prior to accessing. 16. Westlaw Doc & Form Builder Westlaw Doc & Form Builder $10.00-$95.00 per document Plan 2 WestlawPRO for State and Local Government Agencies. Paragraphs 17 through 22 below set forth charges that apply toWestlawNext. Not all content and Features are accessible via WestlawNext. Upon accessing next.westlaw.com, a user may elect either per minute or transactional billing in Preferences. Such billing election will be effective for all subsequent sessions unless the election is changed. The SUBSCRIBER link in the Tools tab lists the per minute, transactional and offline transmission charges for a multiple content categories. 17. Per Minute Charges A. Home, Content and Topical Pages $4.00 per minute B. Viewing a Search Result List $8.00 per minute C. Per Minute Charges for Viewing Full Text Documents Range from $9.34 per minute to $45.34 per minute. D. Communications Charges $.22 per minute Communications charges apply to sessions when per minute billing is selected. They begin when a password is transmitted and end when the session ends - they apply to the entire WestlawNext session. 18. Transactional Charges A. Search Charges $48 per search Each search query will incur a search charge. B. Document Display Charges Range from $9 to $104 per document Each document display will incur a transactional charge. No offline transmission charges apply. C. Online Citation Checking Charges KeyCite $9.00 per citation D. Docket Charges The following charges apply in lieu of per minute and transactional charges`: Document Display $9.00 per document Docket PDF $4.00 per image Document Update $2.00-$8.00 per document DE Court of Chancery PDF $69.00 per image View Document from Alert $5.00 per document * See Pricing Guide for additional details. 19. Foldering Documents in folders may be accessed at no charge for 12 months after the initial chargeable view. In transactional billing sessions, the initial chargeable view occurs the first time a document is viewed inside or outside of a folder. For hourly billing sessions, the initial chargeable view occurs the first time a document is viewed within a folder. This initial chargeable view will be charged at the applicable transactional document display charge. Documents viewed in a folder after 12 months will incur the then current WestlawNext transactional document display charge. Hourly billing (including Communications Charges) is suspended while browsing folders. 20. WestlawNext Access Charges Search $10 per search Document Display $5 per document display KeyCite $2 per citation WestlawNext Access Charges will be billed in addition to WestlawNext charges, for those Subscribers that access WestlawNext and have not purchased a WestlawNext subscription, These charges will be billed on a transactional basis for hourly and transactional sessions. 21. Offline Transmission Charges A user may elect either per line or per document offline transmission billing in Preferences. Such election will be effective for all subsequent sessions unless the election is changed. Offline transmission charges apply to all printing and downloading to storage devices and e -mailing via WestlawNext functionality for hourly billing sessions, unless otherwise indicated. Per line charges range from $0.04 to $0.08 Per document charges range from $10.00 to $25.00 22. PDF Charges Briefs 69.00 per image Trial Docs/State Surveys 69.00 per image Expert Witness/Courtroom Transcripts 69.00 per Image No offline transmission charges apply. 1011111 SAMlnet 137.dof Resolution No. 2011--RO560 WEST. Order Notification AThomsvn Reuters lousiness Contact your representative clarissa.carter@thomsonreuters.com with any questions. Thank you. Order ID: 267564 Subscriber Information Account Address: Shipping Address: Billing Address: Account#:1000809747 Account#:1000809747 Account#:1000809747 LUBBOCK CITY ATTORNEY LUBBOCK CITY ATTORNEY LUBBOCK CITY ATTORNEY SYLVIA JUAREZ SYLVIA JUAREZ SYLVIA JUAREZ PO Box 2000 PO Box 2000 PO Box 2000 1625 13TH ST 1625 13TH ST 1625 13TH ST LUBBOCK, TX 79401 LUBBOCK, TX 79401 LUBBOCK, TX 79401 us us us 8067752217-SY... 8067752217-SY... 8067752217-SY... Payment and Shipping Information Additional Information Payment Method: Payment Method: WestAccount Account Number: 1000809747 Shipping Information: Shipping Method: FREE Ground Shipping - U.S. Only Created By: 0030825 Order Source: 27 Revenue Channel: 01 Order Date: 1111612011 3:47:23 PM P.O. Number: Order Contact Information First Name Last Name Email Address Contact Description Contact Number Sylvia Juarez SJuarez@mail.cE.lubbock.tx.us Order Confirmation Contact 28 Sylvia Juarez SJuarez@mail.ci.lubbock.tx.us Primary Password Contact 24 Sylvia Juarez SJuarez@mall.cl.lubbock.tx.us Quickview Contact Quickview Internal Comments ■ OF Ver:https://ordermation.west.thomson.com/esigs/ofversion.aspx?ordergroupid=1Oc1f591-7f23-41aa-bd32-06d6965237b4 ■ Worksheet:htts://ordermation.west.thomson.com/esi s/of.as x? order rou id=dcc544cO-bb4d-4bba-a49a-571853Obl692 1 Government Select Level 1 States 40988745 545210 -Exception Monthly: Monthly: (WestlawNextTM') (Banded) Approved 545210 $5,703.00 57% $2,452.29 Modules to include in Custom PRO: Material ID I Description I 40982568 Primary Law with KeyCitea: AI — Texas (WestlawNextTM' ) 40982967 Corpus Jurrs Secundum@ (WestlawNextTM' ) 40982174 Texas Jurisprudence (WestlawNext7m ) 40981238 Advanced Employment Practice (WestlawNextT") 40980419 All Analytical Library (WestlawNextT') 40981520 All Primary Law (WestlawNextTm) 40981514 All State and Federal Briefs (WestlawNextT"') 40981267 Bankruptcy Analytical(WestlawNextT"") 40980908 Bill and Regulation Tracking — Federal Plus all 50 States (WestlawNextTI) 40982251 Civil Pleadings, Motions & Memoranda Plus — Texas (WestlawNextTM) 40983021 Construction Practitioner Core — Texas (WestlawNextTM ) 40985210 Environmental Practitioner Counselor — Texas (Westlaw Next I'M) 40983472 Graphical Statutes, PastStat LocatorTm, State Legislative History Bundle —Texas (WestlawNext') 41018597 KeyRules — Federal (WestlawNextT"') 40981636 Municipal Law Practitioner Core — Texas (WestlawNextT^") 40992483 PeopleMap Comprehensive Content & Report (WestlawNextTM) 40980989 Real Property Practitioner Core — Texas (WestlawNextTm 40981628 RegulationsPlus (WestlawNextTA° PRO) 40992447 Texas Form Finder (Westlaw Next? -m) 40982176 Texas Practice Guide@ (WestlawNextTM) 40982220 Texas Practice Series (WestlawNextT"") 40971752 West km Government Express (WestlawNextT"") 40519199 West LegalEdcenter@ Monthly WestlawPRO Charges, CD-ROM Charges and West LegalEdcenter Charges, are billed on the date West processes Subscriber's order and continue for a minimum of 12 months ("Minimum Term'), Upon conclusion of the Minimum Term, CD-ROM Charges are billed thereafter at then -current rates. If Subscriber elects a longer Minimum Term the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges will be billed as set forth herein, Subscriber agrees to commit to a Minimum Term of 36 months and the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges for the second 12 months not to increase by more than 5% over the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges for the initial 12 months and the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges for the third 12 months not to increase by more than 5% over the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges for the second 12 months. NON-GOVERNMENT SUBSCRIBERS ONLY: Upon conclusion of the WestlawPRO Minimum Term, including West LegalEdcenter product(s) that are part of a WestlawPRO Select, the Subscriber Agreement and this Order Form will automatically renew for consecutive 12 -month periods ("Renewal Term"), and the Monthly WestlawPRO Charges for the Renewal Term will increase 7% per year unless either party gives written notice of cancellation to the other party at least 30 days in advance of any Renewal Term, including the first Renewal Term. Additionally, West may at its discretion provide Subscriber with notice at least 60 days in advance of any Renewal Term of a Monthly WestlawPRO Charge increase different from 7% after which Subscriber shall have 30 days to provide West with written notice of cancellation if Subscriber does not wish to renew. Excluded Charges may be modified as set forth in the Subscriber Agreement (as defined herein). Subscriber is responsible for all Excluded Charges as incurred. During any Renewal Term, Subscriber's access to and use of Westlaw shall be governed by the Subscriber Agreement. Upon conclusion of the West LegalEdcenter Minimum Term, as applicable solely to West LegalEdcenter product(s) that are not part of a WestlawPRO Select, West LegalEdcenter Charges are billed thereafter at up to then -current rates. GOVERNMENT SUBSCRIBERS ONLY: Upon conclusion of the WestlawPRO and/or West LegalEdcenter Minimum Term, Monthly WestlawPRO Charges and/or West LegalEdcenter Charges are billed thereafter at up to then -current rates. Excluded Charges and Monthly WestlawPRO Charges (after the Minimum Term) may be modified as set forth in the Subscriber Agreement (as defined herein). Subscriber is responsible for all Excluded Charges as incurred. After the Minimum Term, Subscriber's access to and use of Westlaw shall be governed by the Subscriber Agreement. 10 attorneys (partners, shareholders, associates, contract or staff attorneys, of counsel and the like), corporate users, students and Personnel if ordering Paralegal Plans or publicly accessible terminals (used for Patron Access and Correctional Facility Products) at the location identified above (for WestlawPRO, CD-ROM case law orders and/or West LegalEdcenter Charges). If West leams that the actual number exceeds this number, West reserves the right to increase Subscriber Monthly Charges as applicable. User I End Date Position Email Chamales, Linda ATTORNEY Ichamales@mail.ci.lubbock.tx.us Grace, John C ATTORNEY jgrace@mail.ci.lubbock.tx.us Green, Bryan ATTORNEY bgreen@maiI.ci.lubbock.tx.us Hartsell, Jeff ATTORNEY jhartsell@mail.ci.lubbock.tx.us Juarez, Sylvia LIVENOTE ADMIN sjuarez@mail.ci.lubbockax.us Medina, Sam ATTORNEY smedina@mail.ci.lubbock.tx.us Pratt, Laura W ATTORNEY Ipratt@mail.ci.lubbock.tx.us Satterwhite, Mitch ATTORNEY msatterwhite@mail.ci.lubbock.tx.us Sims, Amy ATTORNEY asims@mail.ci.iubbock.tx.us Wade, Matt ATTORNEY mwade@mail.ci.lubbock.tx.us Weaver, Chad ATTORNEY cweaver@mail.ci.lubbock.tx.us WLEC Passwords: User Type Position Email Prac Area 1 Juris 1 2 rac Area Juris 2r Chamales, WLEcAdmin Attorney Ichamales@mail.ci.lubbock.tx.us Litigation & Texas WESTLAW TX PRACTICE GUIDE Linda 40973631 WESTLAWPRO FED BILL@ TRACKING 0117352953 Appeals Sales tax for your order will reflect applicable state and local taxes and will be finalized upon shipment. In accordance with applicable laws, tax will be applied to products and shipping. Actual tax may vary slightly from that shown above. Grace, John C WLEcUser Attorney jgrace@maii.ci.lubbock.tx.us Litigation & Texas Litigation CUSTOM PRO WLEC MODULE 0117352910 40519198 TX CONSTRUCTION PRACTITIONER CORE Appeals 40976546 & Appeals Green, Bryan WLEcUser Attorney bgreen@mail.ci.lubbockAx.us Criminal Law & Texas Litigation 40971751 WESTLAW SELECT 0117352909 40988656 Procedure 0117352981 & Appeals Hartsell, Jeff WLEcUser Attorney jhartseli@mail.ci.lubbock.tx.us Litigation & Texas Appeals Juarez, Sylvia WLEcUser Paralegal sjuarez@mail.ci.lubbock.tx.us Administrative Texas Practice & Procedure Medina, Sam WLEcUser Attorney smedina@mail.ci.lubbock.tx.us Litigation & Texas Appeals Pratt, Laura W WLEcUser Attorney 1pratt@maii.ci.lubbock.tx.us Litigation & Texas Appeals Satterwhite, WLEcUser Attorney msatterwhite@maii.ci.lubbock.tx.us Litigation & Texas Mitch Appeals Sims, Amy WLEcUser Attorney asims@mail.ci.lubbock.tx.us Litigation & Texas Appeals Wade, Matt WLEcUser Attorney mwade@mail.ci.lubbock.tx.us Complex Texas Litigation Weaver, Chad WLEcUser Attorney cweaver@mail.ci.lubbock.tx.us Complex Texas Litigation *Free shipping is not applicable to print orders that will be shipped from affiliates of Thomson Reuters that are located outside of the United States, its territories and possessions. For such products, transportation and handling charges (FOB origin) will be added. ** First full month billing will be invoiced at the monthly billed detail set forth above. Pricing is subject to the price increase pursuant to the terms and conditions set forth in agreement. Lapse Subscriptions Order Subtotal: NIA Estimated Tax: TBD Contract Number Order Total: $0.00 WESTLAW TX PRACTICE GUIDE Products Under 36 month contract term: $2,452.29 40973631 WESTLAWPRO FED BILL@ TRACKING 0117352953 ** Billed Monthly Total:. $2,452.29 Sales tax for your order will reflect applicable state and local taxes and will be finalized upon shipment. In accordance with applicable laws, tax will be applied to products and shipping. Actual tax may vary slightly from that shown above. 40973629 *Free shipping is not applicable to print orders that will be shipped from affiliates of Thomson Reuters that are located outside of the United States, its territories and possessions. For such products, transportation and handling charges (FOB origin) will be added. ** First full month billing will be invoiced at the monthly billed detail set forth above. Pricing is subject to the price increase pursuant to the terms and conditions set forth in agreement. Lapse Subscriptions Active Subscriptions to Lapse Contract Number Material ID WESTLAW TX PRACTICE GUIDE 01 17352917 40973631 WESTLAWPRO FED BILL@ TRACKING 0117352953 40975745 WESTLAW TX JURISPRUDENCE 0117352914 40973629 WESTLAW ALL ANALYTICAL LIB 2000 0117352911 40973477 WESTLAW GC BANKRUPTCY MODULE 0117352950 40975219 CUSTOM PRO WLEC MODULE 0117352910 40519198 TX CONSTRUCTION PRACTITIONER CORE 0117352959 40976546 TEXAS GRAPHICAL STATUTES BUNDLE 0117352956 40976485 CIVIL PLEADINGS MOTIONS & MEMORANDA PLUS TX 0117352941 40974910 WEST KM GOV EXPRESS 0117352982 40971751 WESTLAW SELECT 0117352909 40988656 WEST KM GOV EXPRESS 0117352981 41027846 WEST CASE NOTEBOOK 0117352980 41058098 WL PRO GENL CNSL ADVANCE EMPL PRAC 0117352947 40975201 WL PRO REAL PROPERTY CORE - TX 0117352944 40974962 WL PRO REGULATIONS PLUS 0117352935 40974312 FEDERAL KEYRULES 0117352971 41018356 NATIONAL CRIMINAL SECONDARY 0117352974 41018462 TX MUNICIPAL PRACTITIONER CORE 0117352938 40974320 RELATED DOCS 0117352977 41024656 WESTLAWPRO CJS 0117352932 40974243 LIVENOTE PRO ANCILLARY 0116555395 40590036 WESTLAWPRO WITH KEYCITE ALL - TX 0117352923 40973872 WL PRO ALL STATE & FEDERAL BRIEFS 0117352926 40973992 TX FORMFINDER 0117352965 40992103 TX ENVIRONMENTAL PRACTITIONER COUNSELOR PLANS 0117352962 40979448 GOVERNMENT GC ALL PRIMARY LAW MODULE 0117352929 40973997 PEOPLEMAP COMPREHENSIVE -CONTENT & REPORT 0117352968 40992159 WESTLAWPRO TX PRACTICE 0117352920 40973675 Subscription Service, Passwords and West km Software. Subscription services may consist of updates and/or supplements to the service, including but not limited to: (a) CD-ROM Libraries: updated, replacement or supplemental CD-ROMs and online updates, and other related supplemental material; (b) Print Products: pocket parts, pamphlets, replacement or ancillary volumes; loose-leaf pages and other related supplemental materials; all of which may be billed separately at then -current rates. Subscriber hereby requests that West provide subscription services for the herein -described products at then -current rates until such subscription services are cancelled by West or cancelled upon written request by Subscriber (or as provided for in the Subscriber Agreement for CD-ROM products). Any passwords issued herein may only be used by the person to whom the password is issued and sharing of passwords is STRICTLY PROHIBITED. Subscribers licensing only LiveNotelCase NoteBookiTimeline/Publisher Software will not be issued Westlaw passwords. Any West km software licensed hereunder must reside on a dedicated server provided and maintained by Subscriber at Subscriber's expense, and such server must be accessible to all Subscriber's authorized users. Subscriber's Westlaw Doc & Form Builder Data will be web hosted by West. Upon termination of any Westlaw Doc & Form Builder subsciption, related to Westlaw Doc & Form Builder Data of Subscriber that is stored on West servers will be destroyed within 180 days of such termination. General Provisions. This Order Form is subject to approval by West, a Thomson Reuters business ("West")in St. Paul, Minnesota, and is governed by Minnesota law. The state and federal courts sitting in Minnesota will have exclusive jurisdiction over any claim arising from or related to this agreement. Applicable sales, use, personal property, value added tax (VAT) or equivalent, ad valorem and other taxes are payable by Subscriber. Subscriber may be charged interest for overdue installments and subscriptions and for other open account charges. If any installments, subscriptions, subscription services, Westlaw Charges or open account charges remain unpaid 30 days after becoming due, all unmatured installments, including all amounts that are or would become due and payable for the remaining term of Subscribers Subscriber Agreement, shall become immediately due and payable at the sole option of West. Interest charged may be adjusted to the then -highest current rate allowable on Minnesota contracts. This Order Form is nontransferable. All collection fees, including but not limited to attorneys fees, are payable by Subscriber. Transportation and handling (FOB origin) charges will be added for print products. West may request a current financial statement and/or obtain consumer credit report on the undersigned individual to determine creditworthiness. West will only request consumer credit information on the undersigned if the undersigned is applying for credit as an individual or if the undersigned's consumer credit information is necessary for West to consider granting credit to the aforementioned company. If Subscriber inquires whether a credit report was requested, West will provide information of such, if a report was received and the name, address and telephone number of the agency that supplied the report. Returns. If Subscriber is not completely satisfied with any print or CD-ROM product received from West, the product may be returned within 45 days of the invoice date for a full refund or credit, in accordance with West's then -current returns policies. Westlaw Charges and West LegalEdcenter Charges are non- refundable. Additional Contract Information Exception Order Approved 19496 NOWAVAILABLITY OF FUNDS FOR WestlawPRO GOVERNMENT SUBSCRIBERS (not available to non-government subscribers). If Subscriber fails to receive sufficient appropriation of funds or authorization for the expenditure of sufficient funds to continue service under the Order Form, or if Subscriber receives a lawful order issued in or for any fiscal year during the Minimum Term or Renewal Term of the Order Form that reduces the funds appropriated or authorized in such amounts as to preclude making the payments set out therein, Subscriber may submit a written notice to West seeking cancellation of the service, the Subscriber Agreement and the Order Form, if permitted under applicable law. Subscriber shall provide West with notice not less than thirty (30) days prior to the date of cancellation, and shall include a written statement documenting the reason for cancellation, including the relevant statutory authority for cancelling, and an official document certifying the non-availability of funds (e.g., executive order, an officially printed budget or other official government communication). Upon West's receipt of a valid cancellation notice, Subscriber shall pay all charges incurred for any products and/or services received prior to the effective date of the cancellation (and in the case of print/CD-ROM products, return all unpaid print/CD-ROM products and updates). For questions regarding this order, please contact West Customer Service at 1-800-328-418WU Signature for Order 10: 267564 The Subscriber Agreement for Westlaw and CDROM Libraries, the applicable Schedule A price plan, (for WsstlawPRO products and/or CDROM Libraries products) andlor the West LegalEdeenter Subscriber Agreement (for West LegalEdcenter products) Individually or jointly, as applicable, ("Subscriber Agreement') islare hereby Incorporated by reference and made part of this order. In the event there Is a conflict between the terms and conditions of the Subscriber Agreement and the terms and conditions of this order, the terms and conditions of this Order Form shall control. Subscriber by hislher signature below, acknowledges hislher understanding and acceptance of the terms and conditions of the Subscriber Agreement. of Authorized Representative for order Tom Martin Name Mayor Title December 14, 2011 Date rD 2011 West, a Thams onyReuters business. All rights reserved. ATTEST: Rebe a Garza, City Secretar APPROVED AS TO CONTENT: n Sam Medina, C' y A rney APPROV AS TO FORM: C ad Weaver, Assistant City Attorney WEST, THOMSON REUTERS Signature of Authorized Representative Printed Name of Authorized Representative Date: tel' ATTEST: Rebecca Uarza, City Secretary APPROVED AS TO CONTENT: Sam Medina. Cifv . -Axrney APPROVW AS TO FORM: �CFad--Weavcr, Assistant City Attorney WEST, THOMSON REUTERS Signature of Authorized Representative John S. Nelson Printed Name of Authorized Representative Date: 12/06/2011 West LegalEdcenter® Subscriber Agreement Resolution No. 2011-RO560 Wes egalEdcenter AGREEMENT entered into between ("Subscriber"), as defined on the West LegalEdcenter Order Form ("Order Form") and West, a Thomson business ("West") regarding West LegalEdcenter, its online continuing legal education service, as follows: 1. License. names and attorney identification numbers and contact information of individual West LegalEdcenter users who view CLE programming to the Contributors and to some state accreditation agencies for their use. West may use and distribute statistics that do not include personally identifiable information that show users' interests and preferences, products sold, traffic patterns and related West LegalEdcenter information to a reputable third party. Personal data provided by Subscriber is delivered electronically to West servers located in the United States. c. IP Logging, West LegalEdcenter logs IP addresses for systems administration and troubleshooting purposes. Subscribers IP address indicates the location of Subscriber's computer on the Internet West LegalEdcenter may also gather anonymous information that may be used by West or shared with third parties. This information does not personally 'identify Subscriber, but may be helpful in improving the services offered. Generally this information is collected through traffic data and may entail the use of cookies, IP addresses, or other numeric codes used to identify a computer. Cookies give West LegalEdcenter users special, random IDs that are small text files, which are stored on the hard drive of a user's computer. West LegalEdcenter employs cookies to recognize Subscriber and Subscriber's access privileges for certain locations on the West LegalEdcenter sites as well as to track site usage. Subscriber can set Subscriber's browser to refuse all cookies or to indicate when a cookie is being sent. Subscribers who do not accept cookies from West LegalEdcenter cannot access some areas of West LegalEdcenter. West may, in its sole discretion, perform statistical analysis of the collective characteristics and behavior of West LegalEdcenter users to measure interests in the various areas of West LegalEdcenter (for product development and other business development purposes). d. Third -Party Web Sites. Subscriber should be aware that when Subscriber is accessing West LegalEdcenter, Subscriber could be directed, by selecting links, to other Web sites that are beyond the control of West LegalEdcenter. There may be links to other Web sites from West LegalEdcenter pages that take Subscriber outside of West services. These other Web sites may send their own cookies to West LegalEdcenter users, collect and track data, or solicit personal information. West LegalEdcenter does not endorse the content found on such third -party Web sites. Subscriber assumes sole responsibility for Subscriber's use of third -party links and pointers. e. Discussion Forums and Messages. If Subscriber participates in any discussions on West LegalEdcenter, Subscriber agrees not to use any language that is threatening, abusive, vulgar, discourteous or criminal Subscriber also agrees not to post or transmit information or materials that would violate the rights of a third party, including but not limited to copyrights, or which would contain a virus or other harmful component. Whenever Subscriber gives out information online including, the posting of a message to a discussion group, such information can be collected and used by people Subscriber does not know. West LegalEdcenter cannot control the acts of users who use the interactive Features of West LegalEdcenter. Subscriber provides personal information, such as name, e-mail address, mailing address, and phone number during such use at Subscriber's own risk, as they may be used by other parties outside of West LegalEdcenter for unsolicited e-mail or other contact. By publishing, uploading or submitting any materials to West LegalEdcenter, including messages posted in West LegalEdcenter discussion groups or chat rooms, Subscriber automatically grants (or warrants that the owner of such rights has expressly granted) West a perpetual, royalty - free, irrevocable, nonexclusive right and license (with the right to grant sublicenses) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute such materials, incorporate such material and otherwise exploit all data or information Subscriber publishes on West LegaPEdcenter into any form, medium or technology, now known or later developed. Subscriber further agrees that all such communications Subscriber makes to West LegalEdcenter shall not be deemed confidential. Subscriber shall remain solely responsible for the content of Subscriber's messages, regardless of the content of such messages. By Subscribees acceptance of these terms and conditions Subscriber agrees to waive all recourse against West for any alleged or actual infringement or misappropriation of any proprietary or confidential publications or communications to West LegalEdcenter. f, Use of Subscriber Data by West. West does not monitor, edit, or disclose the contents of any e-mail or other communication with West LegalEdcenter unless required in the course of normal maintenance or operation of West LegalEdcenter and its systems or unless required to do so by law or in the good faith belief that such action is necessary to (a) comply with the law or comply with legal process served on West; or (b) protect or defend the rights or property of West West cannot guarantee the security of any information Subscriber discloses online, and Subscriber does so at Subscriber's own risk. 5. Charges. Charges payable by Subscriber for access to West LegalEdcenter ("West LegalEdcenter Charges") will be as stated in the West LegalEdcenter Order Form, on westlegaledoenter.com or as otherwise agreed upon in writing by the parties. West LegalEdcenter Charges may be modified upon at least 30 days prior notice to Subscriber in writing or online. Charges are exclusive of sales, use, value added tax (VAT) or equivalent, ad valorem, personal property and other taxes, which are the responsibility of Subscriber. Subscriber will pay all invoices in fait within 30 days of receipt If full payment is not made, Subscriber may be charged up to the maximum legal interest on any unpaid balance. a. Grant. Subscriber is granted a non-exclusive, non -transferable, limited license to access and use West LegalEdcenter. West LegalEdcenter consists of various West - owned and third party databases, services, functions and "Content", as defined herein (collectively "Features") which may change from time to time. Access to certain Features may be restricted. Subscriber is also licensed to access and use "Content" (as defined herein) made available on West LegalEdcenter for educational purposes and in the regular course of legal and other research and related work. "Content" includes both text -based and multi -media (streaming audio and/or video) content. Subscriber is licensed to download one copy of text -based Content on any single computer for Subscribers personal, noncommercial use, as long as all copyright and other proprietary notices remain intact and are prominently displayed; and, Subscriber may download and store the text -based Content ("Downloaded Content") to a storage device under Subscriber's exclusive control solely (i) to display internally such Downloaded Content (ii) to print out such Downloaded Content only for internal use and (iii) to quote and excerpt from such Downloaded Content (appropriately cited and credited) by electronic cutting and pasting or other means in memoranda, briefs and similar work. With respect to multi -media Content Subscriber is licensed to present audibly and/or visibly the audio and/or video signal on any single computer contemporaneous with the transmission of the multi -media Content from West LegalEdcenter and only for each individual West LegalEdcenter user who is registered to access and use Content; and, Subscriber may not download or store the multi -media Content b. Limitations. Subscriber may not sublicense, transfer or otherwise make available any Content to any third party for commercial purposes or financial gain or use Content in any other media or in any other location. Subscriber may not alter or modify Content in any way. Subscriber may not copy, download, scrape, store, publish, transmit, retransmit, distribute, broadcast, circulate, transfer, sell, resell republish, upload, distribute or otherwise use Content, or any portion of Content, in any form or by any means, except (i) as expressly permitted by this Agreement, (ii) with West's prior written permission, or (iii) if not expressly prohibited by this Agreement, as allowed under the fair use provision of the Copyright Act (17 U.S. C.A. § 107). Subscriber shall not sell, license or distribute Content (including printouts and Downloaded Content) to third parties or use Content as a component of or as a basis for any material offered for sale, license or distribution. c. Rights in Content. Except for the license granted in this Agreement, all rights, ttle and interest in Content, in all languages, formats and media throughout the world, including all copyrights and trademarks, are and will continue to be the exclusive property of West and other contributors ("Contributors'). Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, audio/video clips, and written and other materials that are part of West LegalEdcenter, are copyrights, trademarks, trade dress and/or other intellectual properties owned, controlled or licensed by West. 2. Use of West LegalEdcenter Content Under no circumstances is West providing legal advice via West LegalEdcenter. West LegalEdcenter provides information of a legal nature and is designed for educational and research purposes only. West does not endorse any of the viewpoints contained in any seminar, case or material expressed in or accompanying a seminar. Such viewpoints are solely those of the relevant Contributors and/or the faculty. West takes no responsibility for the timeliness of the information presented in the seminars on West LegalEdcenter. The primary source materials included on West LegalEdcenter are included only for the reference of the West LegalEdcenter user. West takes no responsibility for the accuracy of the information related to continuing legal education ('CLE") requirements in any jurisdiction. Such information is provided only for the convenience of the West LegalEdcenter user. Such CLE requirements information is subject to change without notice, and each user should consult his or her local bar association or continuing legal education board for up-to-date information. 3. Westlaw All usage of Westlaw as a result of linkage from West LegalEdcenter is governed by the terms and conditions of the Westlaw Subscriber Agreement in effect between Subscriber and West Subscriber is responsible for all Westlaw charges generated when linking from West LegalEdcenter. 4. Subscriber Privacy and Information a. Password. Subscriber's account with West LegalEdcenter is password -protected so that only Subscriber can access it. b. Subscriber Information. Subscriber provides personal information collected through West LegalEdcenter on a voluntary basis through a visible means of data entry or by collecting information using a West LegalEdcenter Registration Form. West LegalEdcenter employs secure sockets layer (SSL) server software to prevent unauthorized access to the information Subscriber submits when purchasing Content and when accessing certain account information of Subscriber. Upon request, West LegalEdcenter will (a) remove Subscriber information from West's internal systems (with the exception of sales and usage information for business record keeping); (b) correct personal information that Subscriber states is erroneous; or (c) permit Subscriber to "opt out" of further e-mail contact (except notification of major changes to the service) while still allowing Subscriber to access West LegalEdcenter. West is obligated to provide the 6. westlegaledeenler.com. westiegaledcenter.com is an IMemet-based service that provides access to West LegalEdcenter. West grants Subscriber a non-exclusive, non -transferable, limited license to use westlegaledcenter.com (including all versions and updates). Subscriber may not reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of westlegaledcenter.com nor may Subscriber reproduce all or any portion of the components of westiegaledcenter.com. Subscriber may use Content cached in Subscriber's local disk drive solely in support of its use of wesdegaledcenter.com. Certain software used by Subscriber may not be capable of supporting wesdegaledcenter.com. The performance of westlegaledcenter.com varies with the manufacturers' equipment and networking (including without limitation the Internet and the World Wide Web) with which it is used. 7. Disclaimer of Warranties and Limitation of Liability. West and its Contributors do not warrant that access to West LegalEdcenter will be uninterrupted of error free. The availability of Content depends on many factors, including West's connection to the Internet, Subscriber's connection to the Internet, the availability of the Intemet and the Internet backbone, and equipment. Subscriber assumes the enure risk as to the quality and performance of West LegalEdcenter and the accuracy or completeness of any information about state CLE requirements. West makes no representation that Content on West LegalEdcenter is appropriate or authorized for use in all countries, states, provinces, counties, or any other jurisdiction. WEST LEGALEDCENTER DOES NOT IN ANY WAY OPERATE, CONTROL OR ENDORSE ANY PRODUCTS, SERVICES OR CONTENT APPEARING ON WEST LEGALEDCENTER FROM WEST'S CONTRIBUTORS. SUBSCRIBER UNDERSTANDS AND AGREES THAT WEST DOES NOT WARRANT OR GUARANTEE THAT CONTENT OF ANY KIND OR FROM ANY SOURCE AVAILABLE FOR DOWNLOADING THROUGH WEST LEGALEDCENTER WILL BE FREE OF INFECTION, VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE OR DEFECTS THAT MAY MANIFEST HARMFUL AND DESTRUCTIVE PROPERTIES. FURTHERMORE, WEST DOES NOT WARRANT THAT THE FEATURES WILL BE UNINTERRUPTED OR ERROR -FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT WESTLEGALEDCENTER.COM OR THE SERVER(S) THAT MAKES WEST LEGALEDCENTER AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WEST LEGALEDCENTER AND CONTENT ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS, CORRECTNESS, RELIABILITY AND DELAYS. SUBSCRIBER SHALL BEAR THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. THE CLE CREDIT TRACKING SECTION OF WEST LEGALEDCENTER MAY CONTAIN INFORMATION SUBSCRIBER HAS PROVIDED TO WEST LEGALEOCENTER REGARDING CLE COURSES THAT ARE EXTERNAL TO WEST LEGALEDCENTER. ALTHOUGH WEST LEGALEDCENTER WILL MAINTAIN A RECORD OF THIS INFORMATION, WEST LEGALEDCENTER IS NOT RESPONSIBLE FOR CONFIRMING WHETHER AN EXTERNAL COURSE ATTENDED BY ANY WEST LEGALEDCENTER USER WAS ACTUALLY ACCREDITED FOR CONTINUING LEGAL EDUCATION IN ANY JURISDICTION OR WHETHER THAT USER IN FACT EARNED THOSE CREDITS. WEST IS NOT LIABLE FOR ANY MISINFORMATION, OMISSION OR MISSTATEMENT ARISING FROM THE CREDITS RECORDED AND MAINTAINED IN THE CREDIT TRACKING SECTION. UNDER NO CIRCUMSTANCES SHALL WEST BE LIABLE TO SUBSCRIBER AND10R ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION, ARISING FROM THE USE OF WEST LEGALEDCENTER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, CONTENT ON WEST LEGALEDCENTER, EVEN IF WEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL WEST'S TOTAL LIABILITY TO SUBSCRIBER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT PAID BY SUBSCRIBER, IF ANY, FOR ACCESSING THE WEST LEGALEOC ENTER, 8. Responsibility for Certain Matters. Subscriber may access West LegalEdcenter from additional Subscriber locations upon prior notice of such location. Subscriber is responsible for notifying West in writing of persons to whom West LegalEdcenter passwords are to be issued or from whom passwords are to be revoked. Subscriber is solely responsible for maintaining security of West LegalEdcenter passwords. Subscriber is also responsible for all access to and use of West LegalEdcenter, including Features, Content and westlegaledcenter.corn by Subscriber's personnel or West LegalEdcenter passwords, whether or not Subscriber has knowledge of or authorizes such access and use. 9. Limitation of Claims. Except for claims relating to West LegalEdcenter Charges or improper use of West LegalEdcenter, Features, Content or wesdegaledcenter.com, no claim, regardless of form, which in any way arises out of this Agreement, may be made, such claim brought, under this Agreement more than one year after the basis for the claim becomes known to the party desiring to assert it. 10. Term and Termination. This Agreement will become effective upon approval and acceptance by West in St. Paul, Minnesota, and will continue in force until terminated by either party upon at least 30 days prior written notice of termination to the other party. West may terminate this Agreement immedjately upon giving written notice of termination to Subscriber if Subscriber commits a material breach of any obligation to West under any other agreement between the parties. Subscriber may terminate this Agreement immediately upon giving written notice ?f termination to West after receiving notice of an amendment (as permitted under paragraph 11) which contains new terms that materially alter the terms of this Agreement and are unacceptable to Subscriber or either parry may terminate this Agreement immediately upon giving written notice of termination to the other party A the other party commits a material breach of this Agreement. 11. Effect of Agreement. This Agreement (which includes all current and future Order Forms and the like) embodies the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter. Except as otherwise provided in this Agreement, West may amend the terms and conditions of this Agreement by giving Subscriber at least 30 days prior written or online notice. Any other amendment must be in writing and signed by both parties. 12. Force Majeure. Wesrs performance under this Agreement is subject to interruption and delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or tabor dispute, inability to obtain necessary supplies and the like. 13. Notices. Except as otherwise provided herein, all notices must be in writing to West at 610 Opperman Drive, P.O Box 64833, St. Paul, Minnesota 55164-1803, Attention: Customer Service, and to Subscriber at the address set forth on the Order Form. 14. General Provisions. This Agreement will be governed by and construed under the law of the state of Minnesota, U.S.A. without regard to conflicts of law provisions. The parties agree that the state and federal courts sitting in Minnesota will have exclusive jurisdiction over any claim arising out of this Agreement and each party consents to the exclusive jurisdiction of such courts. Neither this Agreement nor any part or portion may be assigned, sublioensed or otherwise transferred by Subscriber without West's prior written consent. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby. Failure of any party 10 enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement. Subs+ Signa, Name Title Date 104 — Firm Name Qi Address {Ifo 3` a K.1►'f . Contact :CD C) Y-n t 1 1�%f 1 1 n f� 906-- �/ 775 - 221? Telephone Sales Representative L� Y t 5 S4 �'__32_ r f C 811!05 SAMlnet 300. dot