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Contract 55116
FORT WORTH CITY OF FORT WORTH CSC No. 55116 COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between West Publishing Corporation ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: l . This Cooperative Purchase Agreement; 2. Exhibit A — Order Form Order ID: Q-00948772; 3. Exhibit B — Cooperative Agency Contract (DIR-LGL-CALIR-02); 4. Exhibit C — City of Fort Worth IT Addendum; 5. Exhibit D — Conflict of Interest Questionnaire. Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall be in the amount of Thirty -Three Thousand, Five Hundred Forty -Seven Dollars and Eighty Cents ($33,547.80). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be for twenty-four months (24) beginning on January 18, 2021 and ending on January 17, 2023. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other parry, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other parry by United States Mail, registered, follows: return receipt requested, addressed as OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX To CITY: City of Fort Worth Attn: Valerie Washington Assistant City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: West Publishing Corporation 610 Opperman Drive Eagan, MN 55123 Phone: (855) 281-8859 legalgovemmentsalesops@thomsonreuters.com The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: By: Name: Title: Vaa elr wafG�i�,qtov Valerie washington (Jan 4, 20 12:30 CST) Valerie Washington Assistant City Manager APPROVAL RECOMMENDED: By: Name: Title: David B Carson Jr. Sr. Administrative Services Manager ATTEST: �I By: Name: Mary Kayser Title: City Secretary VENDOR: West Publishing Corporation or By: �zfS _-- Name: Alex Medrano Title: Assistant General Counsel CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. �gtt� By: Blakely Cabano (Dec 24, 202010:02 CST) Name: Blakely Cabano Title: Sr. Management Analyst APPROVED AS TO FORM AND LEGALITY: By: Name: Title: ChristopherAustrjK(Jan 4, 2021 12:17 CST) Christopher Austria Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A 24089-03-2020 (March 19, 2020) and 24161-04-2020 (April 7, 2020) 1295: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A =:L Order Form Order ID:Q-00948772 '.;i_.. !.- THOMSON REUTERS' Contact your representative v i n d h y a. e a n h e w a (& t h o m s o n r e u t e r s. c o m with any questions. Thank you. Account Address Account#: 1003940400 FORT WORTH CODE COMPLIANCE DEPT ADMIN 818 MISSOURI AVE FORT WORTH TX 76104-3618 US Information Shipping Address Account #: 1003940400 FORT WORTH CODE COMPLIANCE DEPT ADMIN 818 MISSOURI AVE FORT WORTH TX 76104-3618 US Billing Address Account#: 1003940400 FORT WORTH CODE COMPLIANCE DEPT ADMIN 818 MISSOURI AVE FORT WORTH, TX 76104-3618 US This 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", "my" or "I". Subscription terms, if any, follow the ordering grids below Service Material 41308780 Product CLEAR PROFLEX ProFlex Prod cc Attachment for details Quantity Monthly Minimum Term Charges (Months) $2,795.65 24 Year Over Year Increase During Minimum Term 5% Minimum Term 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 "P") 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. 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 7% 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 and your Monthly Charges will be billed at up to our then - current rate. Thereafter, we may modify the Monthly Charges after at least 90 days notice. The Monthly Window will remain unchanged. 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. In addition to the Monthly Charges, you are responsible for transactional usage charges in excess of the Monthly Window. Transaction charges are calculated based upon our then -current Schedule A rate. 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. 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 Page 1 of 5 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 payments intended to settle an outstanding balance in full must be sent to: Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan, MN 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. eBilling Contact. 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 e-Billing. 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 h!W:Hstatic.legalsolutions.thomsonreuters.com/static/returns-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 -governmental entity, this Order Form will be interpreted under Minnesota state law and 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 and Schedule A rates. If you access CLEAR services that are not included in your subscription you will be charged our then current rate. Excluded Charges will be invoiced and due with your next payment. For your reference, the current Excluded Charges schedules are located at http://static.legalsolutions.thomsonreuters.com/static/agreement/schedule-a-clear.pdf Excluded Charges may change after at least 30 days written or online notice. Modification of Excluded Charges or Schedule A rates is not a basis for termination under Term, Termination of the General Terms and Conditions. The General Terms and Conditions, apply to all products ordered, except print and is located at httt)s:Hstatic.leealsolutions.thomsonreuters. com/static/ThomsonReuters-General-Terms-Conditions.ndf. The General Terms and Conditions for Federal Subscribers are located at hgps:Hstatic.legalsolutions.thomsonreuters.com/static/Federal- ThomsonReuters-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. CLEAR Fixed Rate Usage :If the transactional value of your CLEAR fixed rate usage exceeds your then -current Monthly Charges by more than 10 times in any month (or by 20 times in any month for Enterprise Law Enforcement subscribers), we may limit access to live gateways and request that the parties enter into good faith renegotiation or terminate upon 10 days written notice. Transactional value of your CLEAR usage is calculated based upon our then -current Schedule A rate. Schedule A rates may change upon at least 30 days written or online notice. Batch Usage :If you have a fixed rate batch and/or batch alerts subscription and the total of your batch inputs or batch alerts exceeds your annual fixed rate batch or total batch alerts allotment, we may: 1) request the parties enter into good faith negotiations regarding a superseding agreement, 2) terminate your subscription upon 10 days written notice or 3) limit your access to your fixed rate batch subscription for the remainder of the then - current 12 month period, during which time you will continue to be billed your Monthly Charges. If your access to your fixed rate batch subscription has been limited, your access will be reinstated on the first day of the following 12 month period. If the trial includes Batch Services, you may submit up to 1,000 input lines at no cost. We reserve the right to invoice you for input lines in excess of 1,000. You will pay our then current Schedule A rate. Schedule A rates are located at htip://legalsolutions.com/schedule-a-clear. Existing Vigilant Subscribers: We may terminate your License Plate Recognition (LPR) subscription if you are an existing Vigilant LEARN subscriber whose LPR pricing is based upon your existing Vigilant LEARN agreement, and you cancel your Vigilant LEARN agreement. Page 2 of 5 Enterprise Law Enforcement Subscribers: You certify that you have up to the number of sworn officers in your employ at this location identified in the QTY Column above. 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. Regulated Data. Due to the regulated or private nature of some data in our information products such as credit header data, motor vehicle data, driver license data and voter registration data, you may need to complete a credentialing process which will include certifying what your legally permissible use of the data will be. You agree to immediately notify us if any of the information you provided in your ordering document or during the credentialing process changes. You agree to and warrant that you are the end user of this data and that you will only use it for your own internal business purposes. You also warrant that you will strictly limit the access, use and distribution of this data to user permitted under applicable laws, rules and regulations and as permitted by the third party additional terms. You will keep the data confidential. You will use industry standard administrative, physical and technical safeguards to protect the data. You will not disclose it to anyone except as necessary to carry out your permissible use. You will immediately report any misuse, abuse or compromise of the data. You agree to cooperate with any resulting inquiry. If we reasonably believe that the data has been misused, abused or compromised, we may block access without additional notice. You are responsible for all damages caused by misuse, abuse or compromise of the data by you, your employees and any person or entity with whom you shared the data. We will be responsible for damages cause by us. We are not a consumer reporting agency. You may use information product data to support your own processes and decisions but you may not deny any service or access to a service to a consumer based solely upon the information product data. Examples of types of service include eligibility for credit or insurance, employment decisions and any other purpose described in the Fair Credit Reporting Act (15 U.S.C.A. 1681b). If the Financial Industry Regulatory Authority regulations apply to you, you may use our information products to verify the accuracy and completeness of information submitted to you by each applicant for registration on Form U4 or Form U5 in compliance with the requirements of FINRA Rule 3110. You may use the information products in this manner only in furtherance of written policies and procedures that are designed to achieve your compliance with FINRA Rule 3110 or as otherwise allowed by the General Terms and Conditions. CLEAR Subscribers via an Alliance Partner. In limited circumstances we may allow you to access CLEAR through a third party's ("Service Provider") software or service (together with CLEAR, the "Integrated System"). In the event that you enter into a license agreement to access an Integrated System, you agree as follows: We have no obligation to Service Provider with regard to the functionality or non -functionality of CLEAR during or after the integration. Service Provider will have access to CLEAR on your behalf and you will ensure Service Provider's compliance with the terms and conditions of the Thomson Reuters General Terms and Conditions located in the General Terms and Conditions paragraph above. Except as otherwise provided in your agreement with us, Data may not (i) be distributed or transferred in whole or in part via the Integrated System or otherwise to any third party, (ii) be stored in bulk or in a searchable database, and (iii) not be used in any way to replace or to substitute for CLEAR or as a component of any material offered for sale, license or distribution to third parties. No party will use any means to discern the source code of our products and product data. You are responsible for Service Provider's access to CLEAR on your behalf. You are responsible for all damages caused by misuse, abuse or compromise of the data by Service Provider, you, your employees and any person or entity with which you shared the data. We will be responsible for damages caused by us. �. For Law Enforcement Agencies and Correctional Facilities Only — No Inmate Westlaw or CLEAR Access (direct or indirect) � I certify, on behalf of Subscriber, that I understand and accept the security limits of Westlaw or CLEAR; Subscriber's responsibility for controlling Westlaw, CLEAR, internet and network access; and, how Subscriber will be using Westlaw or CLEAR. I acknowledge Subscriber's responsibility for providing West with prompt written notice if Subscriber's type of use changes. Only non-inmates/administrative staff will access Westlaw or CLEAR with no direct Westlaw research results provided to inmates (including work product created as part of inmates' legal representation). In no event shall anyone other than Subscriber's approved employees be provided access to or control of any terminal with access to Westlaw or Westlaw Data. Functionality of Westlaw or CLEAR cannot and does not limit access to non -West internet sites. It is Subscriber's responsibility to control access to the internet. Subscriber will provide its own firewall, proxy servers or other security technologies as well as desktop security to limit access to the Westlaw or CLEAR URL and West software (including CD-ROM orders). Subscriber will design, configure and implement its own security configuration. Subscriber will not use any data nor distribute any data to a third party for use, in a manner contrary to or in violation of any applicable federal, state, or local law, rule or regulation or in any manner inconsistent with the General Terms and Conditions. Subscriber will maintain the most current version of the West software to access CD-ROM Products for security purposes. Government Non Availability of Funds for Online, Practice Solutions or Software Products You may cancel a product or service with at least 60 days written notice if you do not receive sufficient appropriation of funds. Your notice must include an official document,(e.g., executive order, an officially printed budget or other official government communication) certifying the non - availability of funds. You will be invoiced for all charges incurred up to the effective date of the cancellation. Page 3 of 5 ACKNOWLEDGEMENT 0-00948772 I have read all pages and attachments to this Order Form and I accept the terms on behalf of Subscriber. I warrant that I am authorized to sign this Order Form on behalf of the Subscriber. Signature of Authorized Representative for order David B Carson Jr. . Printed Name Sr. Administrative Services Manager Title Jan 4, 2021 Date © 2020 West, a Thomson Reuters business. All rights reserved This Order Form will expire and will not be accepted after 2/19/2021 CT. Page 4 of 5 y:. Attachment Order ID:Q-00948772 't THOMSON REUTERS Contact your representative vindhya. ganhewa(athomsonreuters.com with any questions. Thank you. Order ID: Q-00948772 Payment and Shipping Informatio Payment Method: Order Confirmation Contact (#28) Payment Method: Bill to Account Contact Name:Gonzales, Stephanie Account Number: 1003940400 Email:stephanie.gonzales@fortworthtexas.gov SA ID: TX CALIR MSA-WEST DIR-LGL-CALIR-02 (TXMS) ProFlex Multiple Location Detail Account Number Account Name Account Address Action FORT WORTH CODE 818 MISSOURI AVE 1003940400 COMPLIANCE DEPT FORT WORTH New TX 76104-3618 US roFlex Product Details Quantity Unit Service Material # I Description 40 Seats 41859364 1 CLEAR Government Investigations Advanced Account Contacts wr Contact Name Email Address Customer Type Description Stephanie Gonzales stephanie.gonzales@fortworthtexas.gov CLEAR PRIMARY CONT Stephanie Gonzales stephanie.gonzales@fortworthtexas.gov EML PSWD CONTACT IP Address Information From IP Address To IP Address I From IP Address I To IP Address From IP Address To IP Address 1.1.1.1 La sed Products Sub Material Quantity Active Subscription to be Lapsed 41859364 40 CLEAR Government Investigations Advanced 41346788 1 CLEAR Phone Batch Transactional 15 Discount 41346784 1 CLEAR Person Batch Transactional 15 Discount Page 5 of 5 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE DIR Contract No. DIR-LGL-CALIR-02 EXHIBIT B vendor Contract No. TXMS STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES THOMSON REUTERS DB/A WEST PUBLISHING CORPORATION 1. Introduction A. Parties This Contract for Products and Related Services ("Contract") is entered into between the State of Texas ("State"), acting by and through the Department of Information Resources ("DIR") with its principal place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and Thomson Reuters d/b/a West Publishing Corporation("Vendor"), with its principal place of business at 610 Opperman Drive, Eagan, Minnesota 55123. Through this Contract, Vendor will be a non-exclusive vendor of CALIR Services described herein. B. Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DIR-TSO-TMP-261, on December 1, 2016, for Computer Assisted Legal and Investigative Research (CALIR). Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-261 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence This Contract; Appendix A, Standard Terms and Conditions For Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Appendix D, Software License Agreement and SOD (WPC 011117); Exhibit 1, Vendor's Response to RFO DIR-TSO-TMP-261, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-261, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor. In the event of a conflict between the documents listed in this paragraph, the controlling document shall be this Contract, then Appendix A, then Appendix B, Appendix C, then Appendix D, then Exhibit 1, and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict, the more recent provisions shall be deemed to have superseded earlier provisions. 2. Term of Contract The term of this Contract shall be four (4) years commencing on May 1, 2017. Prior to expiration of the original term, DIR may extend this Contract, by amendment, for up to Page 1 of 9 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE DIR Contract No. DIR-LGL-CALIR-02 Vendor Contract No. TXMS two (2) optional one-year terms. Upon expiration of this Contract, or in the event this Contract is terminated for any reason before the end of the Contract period, Vendor will provide services under the Contract to the State for a period up to one hundred twenty (120) days (time period is at sole discretion of the State) or until such time as services of a new Contract are in effect and implemented. 3. Product and Service Offerings Products and Services available under this Contract are limited to the legal research, investigative, and other services as specified in Appendix C, Pricing Index. Vendors may incorporate changes to their services offering; however, any changes must be within the scope of the RFO and services awarded based on the posting described in Section 1.13 above. Vendor may add license types, additional products and services which were not included in the Vendor's response to the solicitation described in Section 1.13 above, as long as they are within the scope of the DIR-TSO-TMP-261 Request for Offer, and by express mutual agreement of DIR and Vendor. 4. Pricing Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8 Pricing, Purchase Orders, Invoices, and Payments; and Appendix C, Pricing Index. 5. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Dana L. Collins, CTPM, CTCM Director, Enterprise Contract Management Department of Information Resources 300 W. 15t' St., Suite 1300 Austin, Texas 78701 Phone: (512) 512.936.2233 Facsimile: (512) 475-4759 Email: dana.collins@dir.texas.gov If sent to the Vendor: Keyla Duran, Contracts Counsel Office of the General Counsel Thomson Reuters d/b/a West Publishing Corporation 610 Opperman Drive Eagan, Minnesota 55123 Phone: (651) 244-2893 Facsimile: (651) 687-5686 Email: keyla.duran@thomsonreuters.com Page 2 of 9 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE DIR Contract No. DIR-LGL-CALIR-02 Vendor Contract No. TXMS 6. Software License and Service Agreements A. Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Vendor shall make the Software License Agreement terms and conditions available to all Customers at all times. 2) Compliance with the Software License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the Software License Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement terms and conditions. B. Shrink/Click-wrap License Agreement Regardless of any other provision or other license terms which may be issued by Vendor after the effective date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract, or the fact that such other agreement may be affixed to or accompany software upon delivery (shrink-wrap), the terms and conditions set forth in this Contract shall supersede and govern the license terms between Customers and Vendor. It is the Customer's responsibility to read the Shrink/Click-wrap License Agreement and determine if the Customer accepts the license terms as amended by this Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement language from the software publisher. C. Service Agreement Services provided under this Contract shall be in accordance with the Contract, including any applicable Appendices. No changes to the Service Agreement terms and conditions may be made unless previously agreed to by Vendor and DIR. 7. Conflicting or Additional Terms In the event that conflicting or additional terms in the Statement of Work, appendices, or linked or supplemental documents amend or diminish the rights of DIR Customers or the State, such conflicting or additional terms shall not take precedence over the terms of this Contract. Page 3 of 9 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE DIR Contract No. DIR-LGL-CALIR-02 Vendor Contract No. TXMS In the event of a conflict, any linked documents may not take precedence over the printed or referenced documents comprising this contract; and, provided further, that, if Vendor has responded to a solicitation or request for pricing, no update of such linked documents on or after the initial date of Vendor's initial response shall apply to that purchase unless Vendor directly informs Customer of the update before the purchase is consummated. In the event that different or additional terms or conditions would otherwise result from accessing a linked document, agreement to said linked document shall not be effective until reviewed and approved in writing by Customer's authorized signatory. Vendor shall not, without prior written agreement from Customer's authorized signatory, require any document that: 1) diminishes the rights, benefits, or protections of the Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of the Customer; or 2) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. If Vendor attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to the contract between DIR and Vendor or Vendor and Customer, and Vendor will nonetheless be obligated to perform the contract without regard to the prohibited documents, unless Customer elects instead to terminate the contract, which in such case may be identified as a termination for cause against Vendor. The foregoing requirements apply to all contracts. 8. Authorized Exceptions to Contract and any Appendices. A. Contract Section 6.A., Software License Agreement, is hereby restated in its entirety: 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement, West's general terms and conditions and other applicable license terms set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions, West's general terms and conditions and other applicable license terms may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, West's general terms and conditions and other applicable license terms, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Vendor shall make the Software License Agreement terms and conditions, West's general terms and Page 4 of 9 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE DIR Contract No. DIR-LGL-CALIR-02 Vendor Contract No. TXMS conditions and other applicable license terms available to all Customers at all times. 2) Compliance with the Software License Agreement, West's general terms and conditions and other applicable license terms is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the Software License Agreement, West's general terms and conditions and other applicable license terms. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement, West's general terms and conditions and other applicable license terms and conditions. B. Appendix A, Section 3., Definitions, Subsection A is hereby restated in its entirety: A. Customer - any Texas state agency, unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code; the Electric Reliability Council of Texas; the Lower Colorado River Authority; a private school, as defined by Section 5.001, Education Code; a private or independent institution of higher education, as defined by Section 61.003, Education Code; a volunteer fire department, as defined by Section 152.001, Tax Code; and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code; any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code; and the state agencies and political subdivisions of other states as authorized by Section 2054.0565, Texas Government Code, subject to West's approval. C. Appendix A, Section 5, Intellectual Property Matters, is hereby restated in its entirety: Vendor is providing its commercially available services under the Contract. Unless expressly agreed to in writing by DIR and Vendor, no development work is authorized or payable under this Contract. D. Appendix A, Subsection 9.13.2), Detailed Monthly Reporting, is hereby restated in its entirety: Vendor shall electronically provide DIR with a detailed monthly report in the format required by DIR below showing the dollar volume of any and all sales under the Contract for the previous calendar month period. Reports shall be submitted to the DIR Cooperative Contracts E-Mail Box at ict.sales@dir.texas.gov. Reports are due on the thirtieth (30th) calendar day after the close of the previous month period. If the 30th calendar day falls on a weekend or state or federal holiday, the report shall be due on the next business day. The monthly report shall include: the sales for the period, Customer name, Page 5 of 9 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE DIR Contract No. DIR-LGL-CALIR-02 Vendor Contract No. TXMS invoice date, invoice number, description, quantity, total amount billed for that period, unit price, extended price, Customer Purchase Order number, contact name and Customer's location, subcontractor name, EPEAT designation (if applicable), configuration (if applicable), contract discount percentage, and other information as required by DIR. Each report must contain all information listed above or the report will be rejected and returned to the Vendor for correction in accordance with this section. Vendor shall report in a manner required by DIR. Failure to do so may be considered a breach of contract. If DIR requires a change to the report, at DIR's discretion, the parties may mutually agree to a format. E. Appendix A, Subsection 10.A.2), Acts or Omissions, is hereby restated in its entirety: Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES to the extent arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. This section is not intended to and shall not be construed to require Vendor to indemnify or hold harmless the State of Texas, DIR or the Customers for any claims or liabilities resulting solely from the act or omissions of the Customers or their employees. Neither DIR nor Customers waive their sovereign immunity. Neither DIR nor Customers can or will indemnify any entity. F. Appendix A, Subsection 10.A.3), Infringements, Subsection a), is amended by adding the following: Neither DIR nor Customers waive their sovereign immunity. Neither DIR nor Customers can or will indemnify any entity. G. Appendix A, Subsection 10.N., Required Insurance Coverage, is hereby restated in its entirety: Page 6 of 9 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE DIR Contract No. DIR-LGL-CALIR-02 Vendor Contract No. TXMS As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage within 5 business days of execution of the Contract if the Vendor is awarded services which require that Vendor's employees perform work at any Customer premises and/or use employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance coverage specified herein, and shall provide proof of such insurance coverage to the related Customer within five (5) business days following the execution of the Purchase Order. Vendor may not begin performance under the Contract and/or a Purchase Order until such proof of insurance coverage is provided to, and approved by, DIR and the Customer. All required insurance must be issued by companies that have an A- rating and a Financial Size Category Class of VII from A.M. Best and are licensed in the State of Texas and authorized to provide the corresponding coverage. The Customer and DIR will be named as Additional Insureds on all required coverage. Required coverage must remain in effect through the term of the Contract and each Purchase Order issued to Vendor there under. The minimum acceptable insurance provisions are as follows: 1) Commercial General Liability Commercial General Liability must include $1,000,000 per occurrence for Bodily Injury and Property Damage, with a separate aggregate limit of $2,000,000; Medical Expense per person of $5,000; Personal Injury and Advertising Liability of $1,000,000; Products/Completed Operations Aggregate Limit of $2,000,000; and Damage to Premises Rented: $50,000. Agencies may require additional Umbrella/Excess Liability insurance. The policy shall contain the following provisions: a) Blanket contractual liability coverage for liability assumed under the Contract; b) Independent Contractor coverage; c) State of Texas, DIR and Customer listed as an additional insured; and d) Waiver of Subrogation 2) Workers' Compensation Insurance WORKERS' COMPENSATION INSURANCE AND EMPLOYERS' LIABILITY COVERAGE MUST INCLUDE LIMITS CONSISTENT WITH STATUTORY BENEFITS OUTLINED IN THE TEXAS WORKERS' COMPENSATION ACT (ART. 8308-1.01 ET SEQ. TEX. REV. CIV. STAT) AND MINIMUM POLICY LIMITS FOR EMPLOYERS' LIABILITY OF $1,000,000 BODILY INJURY PER ACCIDENT, $1,000,000 BODILY INJURY DISEASE PER EMPLOYEE AND $1,000,000 PER DISEASE POLICY LIMIT. 3) Business Automobile Liability Insurance Business Automobile Liability Insurance must cover all owned, non -owned and hired vehicles with a minimum combined single limit of $500,000 per occurrence Page 7 of 9 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE DIR Contract No. DIR-LGL-CALIR-02 Vendor Contract No. TXMS for bodily injury and property damage. The policy shall contain the following endorsements in favor of DIR and/or Customer: a) Waiver of Subrogation; and b) Additional Insured. H. Appendix A, Subsection 11.13.3), Termination for Convenience, is hereby restated in its entirety: DIR may terminate the Contract, in whole or in part, by giving the other party thirty (30) calendar days' written notice. A Customer may terminate a Purchase Order or other contractual document or relationship by giving the other party thirty (30) calendar days' written notice. This section does not apply to the purchase of print product(s) purchased under the Contract. Page 8 of 9 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE DocuSign Envelope ID: 6904881B-E528-4B06-AE9E-37CBCDB88E2F DIR Contract No. DIR-LGL-CALIR-02 Vendor Contract No. TXMS This Contract is executed to be effective as of May 1, 2017. VENDOR LEGAL ENTITY NAME Authorized By: /signature on file/ Name: Alex Medrano Title: Manager, Government Contracts Date: 5/1/2017 1 12:42 PM CDT The State of Texas, acting by and through the Department of Information Resources Authorized By: /signature on file/ Name: Stacey Napier Title: Executive Director, Texas DIR Date: 5/1/2017 1 3:43 PM CDT Office of General Counsel: /signature on file/ DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts Table of Contents 1. Contract Scope....................................................................................................................... 4 2. No Quantity Guarantees......................................................................................................... 4 3. Definitions..............................................................................................................................4 4. General Provisions................................................................................................................. 5 A. Entire Agreement.......................................................................................................... 5 B. Modification of Contract Terms and/or Amendments .................................................. 5 C. Invalid Term or Condition............................................................................................ 6 D. Assignment................................................................................................................... 6 E. Survival.........................................................................................................................6 F. Choice of Law............................................................................................................... 6 G. Limitation of Authority................................................................................................. 7 H. Proof of Financial Stability........................................................................................... 7 5. Intellectual Property Matters.................................................................................................. 7 A. Definitions.....................................................................................................................7 B. Ownership..................................................................................................................... 8 C. Further Actions............................................................................................................. 9 D. Waiver of Moral Rights................................................................................................ 9 E. Confidentiality.............................................................................................................. 9 F. Injunctive Relief ......................................................................................................... 10 G. Return of Materials Pertaining to Work Product........................................................ 10 H. Vendor License to Use................................................................................................ 10 I. Third -Party Underlying and Derivative Works.......................................................... 10 J. Agreement with Subcontracts..................................................................................... 11 K. License to Customer................................................................................................... 11 L. Vendor Development Rights....................................................................................... 11 6. Product Terms and Conditions............................................................................................. 11 A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC Chapters 206 and 213 (Applicable to State Agency and Institution of Higher Education Purchases Only) ....................................................... 11 B. Purchase of Commodity Items (Applicable to State Agency Purchases Only)........................................................................................................................... 12 7. Contract Fulfillment and Promotion.................................................................................... 12 A. Service, Sales and Support of the Contract................................................................. 12 B. Use of Order Fulfillers................................................................................................ 12 1) Designation of Order Fulfillers............................................................................. 12 2) Changes in Order Fulfiller List............................................................................. 13 11/16/2016 1 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts 3) Order Fulfiller Pricing to Customer...................................................................... 13 C. Product Warranty and Return Policies........................................................................ 13 D. Customer Site Preparation.......................................................................................... 13 E. Internet Access to Contract and Pricing Information ................................................. 13 1) Vendor Webpage.................................................................................................. 13 2) Accurate and Timely Contract Information.......................................................... 14 3) Webpage Compliance Checks.............................................................................. 14 4) Webpage Changes................................................................................................. 14 5) Use of Access Data Prohibited............................................................................. 14 6) Responsibility for Content.................................................................................... 14 F. DIR Logo.................................................................................................................... 14 G. Vendor and Order Fulfiller Logo................................................................................ 15 H. Trade Show Participation............................................................................................ 15 I. Orientation Meeting.................................................................................................... 15 J. Performance Review Meetings................................................................................... 15 K. DIR Cost Avoidance................................................................................................... 15 8. Pricing, Purchase Orders, Invoices, and Payments.............................................................. 16 A. Manufacturer's Suggested Retail Price (MSRP) or List Price .................................... 16 B. Customer Discount...................................................................................................... 16 C. Customer Price............................................................................................................ 16 D. Shipping and Handling Fees....................................................................................... 16 E. Tax-Exempt.................................................................................................................17 F. Travel Expense Reimbursement................................................................................. 17 G. Changes to Prices........................................................................................................ 17 H. Purchase Orders.......................................................................................................... 18 I. Invoices....................................................................................................................... 18 J. Payments..................................................................................................................... 18 9. Contract Administration....................................................................................................... 18 A. Contract Managers...................................................................................................... 18 1) State Contract Manager......................................................................................... 19 2) Vendor Contract Manager..................................................................................... 19 B. Reporting and Contract Administration...................................................................... 19 1) Reporting Responsibility...................................................................................... 19 2) Detailed Monthly Report ...................................................................................... 19 3) Historically Underutilized Businesses Subcontract Reports ................................. 20 5) Accurate and Timely Submission of Reports....................................................... 20 C. Records and Audit....................................................................................................... 20 D. Contract Administration Notification......................................................................... 21 10. Vendor Responsibilities....................................................................................................... 21 A. Indemnification........................................................................................................... 21 1) INDEPENDENT CONTRACTOR....................................................................... 21 2) ACTS OR OMISSIONS....................................................................................... 22 3) INFRINGEMENTS.............................................................................................. 22 4) PROPERTY DAMAGE........................................................................................ 23 11/16/2016 2 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE ........................ 23 C. Vendor Certifications.................................................................................................. 24 D. Ability to Conduct Business in Texas......................................................................... 26 E. Equal Opportunity Compliance.................................................................................. 26 F. Use of Subcontractors................................................................................................. 26 G. Responsibility for Actions.......................................................................................... 26 H. Confidentiality............................................................................................................ 27 I. Security of Premises, Equipment, Data and Personnel ............................................... 27 J. Background and/or Criminal History Investigation.................................................... 27 K. Limitation of Liability................................................................................................. 27 L. Overcharges................................................................................................................ 28 M. Prohibited Conduct..................................................................................................... 28 N. Required Insurance Coverage..................................................................................... 28 O. Use of State Property.................................................................................................. 29 P. Immigration................................................................................................................. 29 Q. Public Disclosure........................................................................................................ 30 R. Product and/or Services Substitutions........................................................................ 30 S. Secure Erasure of Hard Disk Products and/or Services .............................................. 30 T. Deceptive Trade Practices; Unfair Business Practices ............................................... 30 U. Drug Free Workplace Policy...................................................................................... 31 V. Accessibility of Public Information............................................................................ 31 W. Vendor Reporting Requirements................................................................................ 31 11. Contract Enforcement.......................................................................................................... 31 A. Enforcement of Contract and Dispute Resolution...................................................... 31 B. Termination.................................................................................................................32 1) Termination for Non-Appropriation..................................................................... 32 2) Absolute Right...................................................................................................... 34 3) Termination for Convenience............................................................................... 34 4) Termination for Cause.......................................................................................... 34 5) Immediate Termination or Suspension................................................................. 35 6) Customer Rights Under Termination.................................................................... 35 7) Vendor or Order Fulfiller Rights Under Termination ........................................... 35 C. Force Majeure............................................................................................................. 35 12. Notification.......................................................................................................................... 37 A. Notices........................................................................................................................ 37 B. Handling of Written Complaints................................................................................. 37 13. Captions............................................................................................................................... 37 11/16/2016 3 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts The following terms and conditions shall govern the conduct of DIR and Vendor during the term of the Contract. 1. Contract Scope The Vendor shall provide the products and related services specified in Section 3 of the Contract for purchase by Customers. In addition, DIR and Vendor may agree to provisions that allow Vendor and/or Order Fulfiller to lease the products offered under the Contract. Terms used in this document shall have the meanings set forth below in Section 3. 2. No Quantity Guarantees Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED The Contract is not exclusive to the Vendor. Customers may obtain products and related services from other sources during the term of the Contract. DIR makes no express or implied warranties whatsoever that any particular quantity or dollar amount of products and related services will be procured through the Contract. 3. Definitions A. Customer - any Texas state agency, unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, the Electric Reliability Council of Texas, the Lower Colorado River Authority, a private school, as defined by Section 5.001, Education Code, a private or independent institution of higher education, as defined by Section 61.003, Education Code, a volunteer fire department, as defined by Section 152.001, Tax Code,— and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and the state agencies and political subdivisions of other states as authorized by Section 2054.0565, Texas Government Code and, except for telecommunications services under Chapter 2170, Texas Government Code, assistance organizations as defined in Section 2175.001, Texas Government Code to mean: B. A non-profit organization that provides educational, health or human services or assistance to homeless individuals; C. A nonprofit food bank that solicits, warehouses, and redistributes edible but unmarketable food to an agency that feeds needy families and individuals; D. Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary Foreign Aid, with the approval of the Partners of the Alliance Office of the Agency for International Development; E. A group, including a faith -based group, that enters into a financial or non -financial agreement with a health or human services agency to provide services to that agency's clients; F. A local workforce development board created under Section 2308.253; G. A nonprofit organization approved by the Supreme Court of Texas that provides free legal services for low-income households in civil matters; H. The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by the commissioner of agriculture as the foundation's successor entity under Section 11/16/2016 Page 4 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts 74.1011, Texas Agriculture Code; I. A nonprofit computer bank that solicits, stores, refurbishes and redistributes used computer equipment to public school students and their families; and J. A nonprofit organization that provides affordable housing. B. Compliance Check — an audit of Vendor's compliance with the Contract may be performed by, but not limited to, a third party auditor, DIR Internal Audit department, or DIR contract management staff or their designees. C. Contract — the document executed between DIR and Vendor into which this Appendix A is incorporated. D. CPA — refers to the Texas Comptroller of Public Accounts. E. Day - shall mean business days, Monday through Friday, except for State and Federal holidays, unless otherwise specified as calendar days. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day. F. Order Fulfiller — the party, either Vendor or a party that may be designated by Vendor, who is fulfilling a Purchase Order pursuant to the Contract. G. Purchase Order - the Customer's fiscal form or format, which is used when making a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or other authorized instrument). H. State — refers to the State of Texas. 4. General Provisions A. Entire Agreement The Contract, Appendices, and Exhibits constitute the entire agreement between DIR and the Vendor. No statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained in the Contract, Appendices, or its Exhibits shall be binding or valid. B. Modification of Contract Terms and/or Amendments 1) The terms and conditions of the Contract shall govern all transactions by Customers under the Contract. The Contract may only be modified or amended upon mutual written agreement of DIR and Vendor. 2) Customers shall not have the authority to modify the terms of the Contract; however, additional Customer terms and conditions that do not conflict with the Contract and are acceptable to Order Fulfiller may be added in a Purchase Order and given effect. No additional term or condition added in a Purchase Order issued by a Customer can conflict with or diminish a term or condition of the Contract. Pre-printed terms and conditions on any Purchase Order issued by Customer hereunder will have no force and effect. In the event of a conflict between a Customer's Purchase Order and the Contract, the Contract term shall control. 3) Customers and Vendor will negotiate and enter into written agreements regarding statements of work, service level agreements, remedies, acceptance criteria, 11/16/2016 Page 5 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts information confidentiality and security requirements, and other terms specific to their Purchase Orders under the Contract with Vendors. C. Invalid Term or Condition 1) To the extent any term or condition in the Contract conflicts with the applicable State and/or United States law or regulation, such Contract term or condition is void and unenforceable. By executing a contract which contains the conflicting term or condition, DIR makes no representations or warranties regarding the enforceability of such term or condition and DIR does not waive the applicable State and/or United States law or regulation which conflicts with the Contract term or condition. 2) If one or more terms or conditions in the Contract, or the application of any term or condition to any party or circumstance, is held invalid, unenforceable, or illegal in any respect by a final judgment or order of the State Office of Administrative Hearings or a court of competent jurisdiction, the remainder of the Contract and the application of the term or condition to other parties or circumstances shall remain valid and in full force and effect. D. Assignment DIR or Vendor may assign the Contract without prior written approval to: i) a successor in interest (for DIR, another state agency as designated by the Texas Legislature), or ii) a subsidiary, parent company or affiliate, or iii) as necessary to satisfy a regulatory requirement imposed upon a party by a governing body with the appropriate authority. Assignment of the Contract under the above terms shall require written notification by the assigning party and, for Vendor, a mutually agreed written Contract amendment. Any other assignment by a party shall require the written consent of the other party and a mutually agreed written Contract amendment. E. Survival All applicable software license agreements, warranties or service agreements that were entered into between Vendor and a Customer under the terms and conditions of the Contract shall survive the expiration or termination of the Contract All Purchase Orders issued and accepted by Vendor or Order Fulfiller shall survive expiration or termination of the Contract for the term of the Purchase Order, unless the Customer terminates the Purchase Order sooner. However, regardless of the term of the Purchase Order, no Purchase Order shall survive the expiration or termination of the Contract for more than five years, unless Customer makes an express finding and justification for the longer term. The finding and justification must either be included in the Purchase Order, or referenced in it and maintained in Customer's procurement record. Rights and obligations under this Contract which by their nature should survive, and any and all payment obligations invoiced prior to the termination or expiration hereof; obligations of confidentiality; and, indemnification, will remain in effect after termination or expiration hereof. F. Choice of Law The laws of the State shall govern the construction and interpretation of the Contract. Exclusive venue for all actions will be in state court, Travis County, Texas. Nothing in the 11/16/2016 Page 6 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts Contract or its Appendices shall be construed to waive the State's sovereign immunity. G. Limitation of Authority Vendor shall have no authority to act for or on behalf of the Texas Department of Information Resources or the State except as expressly provided for in this Contract; no other authority, power or use is granted or implied. Vendor may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of the State or DIR. H. Proof of Financial Stability Either DIR or Customer may require Vendor to provide proof of financial stability prior to or at any time during the contract term. 5. Intellectual Property Matters A. Definitions 1) " Work Product" means any and all deliverables produced by Vendor for Customer under a Statement of Work issued pursuant to this Contract, including any and all tangible or intangible items or things that have been or will be prepared, created, developed, invented or conceived at any time following the effective date of the Contract, including but not limited to any (i) works of authorship (such as manuals, instructions, printed material, graphics, artwork, images, illustrations, photographs, computer programs, computer software, scripts, object code, source code or other programming code, HTML code, flow charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics, formulae, processes, algorithms, data, information, multimedia files, text web pages or web sites, other written or machine readable expression of such works fixed in any tangible media, and all other copyrightable works), (ii) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or origin, (iii) ideas, designs, concepts, personality rights, methods, processes, techniques, apparatuses, inventions, formulas, discoveries, or improvements, including any patents, trade secrets and know-how, (iv) domain names, (v) any copies, and similar or derivative works to any of the foregoing, (vi) all documentation and materials related to any of the foregoing, (vii) all other goods, services or deliverables to be provided to Customer under the Contract or a Statement of Work, and (viii) all Intellectual Property Rights in any of the foregoing, and which are or were created, prepared, developed, invented or conceived for the use or benefit of Customer in connection with this Contract or a Statement of Work, or with funds appropriated by or for Customer or Customer's benefit: (a) by any Vendor personnel or Customer personnel, or (b) any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction -to -practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. 2) "Intellectual Property Rights" means the worldwide legal rights or interests evidenced by or embodied in: (i) any idea, design, concept, personality right, method, 11/16/2016 Page 7 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts process, technique, apparatus, invention, discovery, or improvement, including any patents, trade secrets, and know-how; (ii) any work of authorship, including any copyrights, moral rights or neighboring rights; (iii) any trademark, service mark, trade dress, trade name, or other indicia of source or origin; (iv) domain name registrations; and (v) any other proprietary or similar rights. The Intellectual Property Rights of a party include all worldwide legal rights or interests that the party may have acquired by assignment or license with the right to grant sublicenses. 3) "Statement of Work" means a document signed by Customer and Vendor describing a specific set of activities and/or deliverables, which may include Work Product and Intellectual Property Rights, that Vendor is to provide Customer, issued pursuant to the Contract. 4) "Third Party IP" means the Intellectual Property Rights of any third party that is not a party to this Contract, and that is not directly or indirectly providing any goods or services to Customer under this Contract. 5) "Vendor IP" shall mean all tangible or intangible items or things, including the Intellectual Property Rights therein, created or developed by Vendor (a) prior to providing any Services or Work Product to Customer and prior to receiving any documents, materials, information or funding from or on behalf of Customer relating to the Services or Work Product, or (b) after the Effective Date of the Contract if such tangible or intangible items or things were independently developed by Vendor outside Vendor's provision of Services or Work Product for Customer hereunder and were not created, prepared, developed, invented or conceived by any Customer personnel who then became personnel to Vendor or any of its affiliates or subcontractors, where, although creation or reduction -to -practice is completed while the person is affiliated with Vendor or its personnel, any portion of same was created, invented or conceived by such person while affiliated with Customer. B. Ownership As between Vendor and Customer, the Work Product and Intellectual Property Rights therein are and shall be owned exclusively by Customer, and not Vendor. Vendor specifically agrees that the Work Product shall be considered "works made for hire" and that the Work Product shall, upon creation, be owned exclusively by Customer. To the extent that the Work Product, under applicable law, may not be considered works made for hire, Vendor hereby agrees that the Contract effectively transfers, grants, conveys, assigns, and relinquishes exclusively to Customer all right, title and interest in and to all ownership rights in the Work Product, and all Intellectual Property Rights in the Work Product, without the necessity of any further consideration, and Customer shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the Work Product. Vendor acknowledges that Vendor and Customer do not intend Vendor to be a joint author of the Work Product within the meaning of the Copyright Act of 1976. Customer shall have access, during normal business hours (Monday through Friday, 8AM to 5PM) and upon reasonable prior notice to Vendor, to all Vendor materials, premises 11/16/2016 Page 8 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts and computer files containing the Work Product. Vendor and Customer, as appropriate, will cooperate with one another and execute such other documents as may be reasonably appropriate to achieve the objectives herein. No license or other right is granted hereunder to any Third Party IP, except as may be incorporated in the Work Product by Vendor. C. Further Actions. Vendor, upon request and without further consideration, shall perform any acts that may be deemed reasonably necessary or desirable by Customer to evidence more fully the transfer of ownership and/or registration of all Intellectual Property Rights in all Work Product to Customer to the fullest extent possible, including but not limited to the execution, acknowledgement and delivery of such further documents in a form determined by Customer. In the event Customer shall be unable to obtain Vendor's signature due to the dissolution of Vendor or Vendor's unreasonable failure to respond to Customer's repeated requests for such signature on any document reasonably necessary for any purpose set forth in the foregoing sentence, Vendor hereby irrevocably designates and appoints Customer and its duly authorized officers and agents as Vendor's agent and Vendor's attorney -in -fact to act for and in Vendor's behalf and stead to execute and file any such document and to do all other lawfully permitted acts to further any such purpose with the same force and effect as if executed and delivered by Vendor, provided however that no such grant of right to Customer is applicable if Vendor fails to execute any document due to a good faith dispute by Vendor with respect to such document. It is understood that such power is coupled with an interest and is therefore irrevocable. Customer shall have the full and sole power to prosecute such applications and to take all other action concerning the Work Product, and Vendor shall cooperate, at Customer's sole expense, in the preparation and prosecution of all such applications and in any legal actions and proceedings concerning the Work Product. D. Waiver of Moral Rights Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral Rights in or to the Work Product that Vendor may now have or that may accrue to Vendor's benefit under U.S. or foreign copyright or other laws and any and all other residual rights and benefits which arise under any other applicable law now in force or hereafter enacted. Vendor acknowledges the receipt of equitable compensation for its assignment and waiver of such Moral Rights. The term "Moral Rights" shall mean any and all rights of paternity or integrity of the Work Product and the right to object to any modification, translation or use of the Work Product, and any similar rights existing under the judicial or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or referred to as a moral right. E. Confidentiality All documents, information and materials forwarded to Vendor by Customer for use in and preparation of the Work Product shall be deemed the confidential information of Customer, and subject to the license granted by Customer to Vendor under sub -paragraph H. hereunder. Vendor shall not use, disclose, or permit any person to use or obtain the Work Product, or any portion thereof, in any manner without the prior written approval of Customer. 11/16/2016 Page 9 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts F. Injunctive Relief The Contract is intended to protect Customer's proprietary rights pertaining to the Work Product, and the Intellectual Property Rights therein, and any misuse of such rights would cause substantial and irreparable harm to Customer's business. Therefore, Vendor acknowledges and stipulates that a court of competent jurisdiction may immediately enjoin any material breach of the intellectual property, use, and confidentiality provisions of this Contract, upon a request by Customer, without requiring proof of irreparable injury as same should be presumed. G. Return of Materials Pertaining to Work Product Upon the request of Customer, but in any event upon termination or expiration of this Contract or a Statement of Work, Vendor shall surrender to Customer all documents and things pertaining to the Work Product, including but not limited to drafts, memoranda, notes, records, drawings, manuals, computer software, reports, data, and all other documents or materials (and copies of same) generated or developed by Vendor or furnished by Customer to Vendor, including all materials embodying the Work Product, any Customer confidential information, or Intellectual Property Rights in such Work Product, regardless of whether complete or incomplete. This section is intended to apply to all Work Product as well as to all documents and things furnished to Vendor by Customer or by anyone else that pertain to the Work Product. H. Vendor License to Use Customer hereby grants to Vendor a non -transferable, non-exclusive, royalty -free, fully paid -up license to use any Work Product solely as necessary to provide the Services to Customer. Except as provided in this Section, neither Vendor nor any Subcontractor shall have the right to use the Work Product in connection with the provision of services to its other customers without the prior written consent of Customer, which consent may be withheld in Customer's sole discretion. I. Third -Party Underlying and Derivative Works To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work Product, or are necessary to provide the Services, Vendor hereby grants to the Customer, or shall obtain from the applicable third party for Customer's benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty -free right and license, for Customer's internal business purposes only, to (i) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Vendor IP or Third Party IP and any derivative works thereof embodied in or delivered to Customer in conjunction with the Work Product, and (ii) authorize others to do any or all of the foregoing. Vendor agrees to notify Customer on delivery of the Work Product or Services if such materials include any Third Party IP. On request, Vendor shall provide Customer with documentation indicating a third party's written approval for Vendor to use any Third Party IP that may be embodied or reflected in the Work Product. 11/16/2016 Page 10 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts J. Agreement with Subcontracts Vendor agrees that it shall have written agreement(s) that are consistent with the provisions hereof related to Work Product and Intellectual Property Rights with any employees, agents, consultants, contractors or subcontractors providing Services or Work Product pursuant to the Contract, prior to their providing such Services or Work Product, and that it shall maintain such written agreements at all times during performance of this Contract, which are sufficient to support all performance and grants of rights by Vendor. Copies of such agreements shall be provided to the Customer promptly upon request. K. License to Customer Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the Customer's internal business purposes, to use, copy, modify, display, perform (by any means), transmit and prepare derivative works of any Vendor IP embodied in or delivered to Customer in conjunction with the Work Product. The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging such third parties to assist or carryout Customer's internal business use of the Work Product. Except for the preceding license, all rights in Vendor IP remain in Vendor. L. Vendor Development Rights To the extent not inconsistent with Customer's rights in the Work Product or as set forth herein, nothing in this Contract shall preclude Vendor from developing for itself, or for others, materials which are competitive with those produced as a result of the Services provided hereunder, provided that no Work Product is utilized, and no Intellectual Property Rights of Customer therein are infringed by such competitive materials. To the extent that Vendor wishes to use the Work Product, or acquire licensed rights in certain Intellectual Property Rights of Customer therein in order to offer competitive goods or services to third parties, Vendor and Customer agree to negotiate in good faith regarding an appropriate license and royalty agreement to allow for such. 6. Product Terms and Conditions Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED A. Electronic and Information Resources Accessibility Standards, As Required by 1 TAC Chapters 206 and 213 (Applicable to State Agency and Institution of Higher Education Purchases Only) 1) Effective September 1, 2006 state agencies and institutions of higher education shall procure products which comply with the State Accessibility requirements for Electronic and Information Resources specified in I TAC Chapters 206 and 213 when such products are available in the commercial marketplace or when such products are developed in response to a procurement solicitation. 2) Upon request, but not later than thirty (30) calendar days after request, Vendor shall provide DIR with a completed Voluntary Product Accessibility Template (VPAT) of the specified product or a URL to the VPAT for reviewing compliance with the State 11/16/2016 Page 11 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts Accessibility requirements (based on the federal standards established under Section 508 of the Rehabilitation Act). B. Purchase of Commodity Items (Applicable to State Agency Purchases Only) Vendor agrees to coordinate all Customer commodity item sales through existing DIR contracts. 7. Contract Fulfillment and Promotion A. Service, Sales and Support of the Contract Vendor shall provide service, sales and support resources to serve all Customers throughout the State. It is the responsibility of the Vendor to sell, market, and promote products and services available under the Contract. Vendor shall use its best efforts to ensure that potential Customers are made aware of the existence of the Contract. All sales to Customers for products and services available under the Contract shall be processed through the Contract. B. Use of Order Fulfillers DIR agrees to permit Vendor to utilize designated Order Fulfillers to provide service, sales and support resources to Customers. Such participation is subject to the following conditions: 1) Designation of Order Fulfillers a) Vendor may designate Order Fulfillers to act as the distributors for products and services available under the Contract. In designating Order Fulfillers, Vendor must be in compliance with the State's Policy on Utilization of Historically Underutilized Businesses. In addition to the required Subcontracting Plan, Vendor shall provide DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number. b) DIR reserves the right to require the Vendor to rescind any such Order Fulfiller participation or request that Vendor name additional Order Fulfillers should DIR determine it is in the best interest of the State. c) Vendor shall be fully liable for its Order Fulfillers' performance under and compliance with the terms and conditions of the Contract. Vendor shall enter into contracts with Order Fulfillers and use terms and conditions that are consistent with the terms and conditions of the Contract. d) Vendor shall have the right to qualify Order Fulfillers and their participation under the Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers based upon Vendor's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all Customers are supported under the different criteria. e) Vendor shall not prohibit Order Fulfiller from participating in other procurement opportunities offered through DIR. 11/16/2016 Page 12 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts 2) Changes in Order Fulfiller List Vendor may add or delete Order Fulfillers throughout the term of the Contract upon written authorization by DIR. Prior to adding or deleting Order Fulfillers, Vendor must make a good faith effort in the revision of its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. Vendor shall provide DIR with its updated Subcontracting Plan and the Order Fulfiller information listed in Section 7.13. La above. 3) Order Fulfiller Pricing to Customer Order Fulfiller pricing to the Customer shall comply with the Customer price as stated within Appendix A, Section 8, Pricing, Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index. This pricing shall only be offered by Order Fulfillers to Customers for sales that pass through the Contract. C. Product Warranty and Return Policies Order Fulfiller will adhere to the Vendor's then -currently published policies concerning product warranties and returns. Product warranty and return policies for Customers will not be more restrictive or more costly than warranty and return policies for other similarly situated Customers for like products. D. Customer Site Preparation Customers shall prepare and maintain its site in accordance with written instructions furnished by Order Fulfiller prior to the scheduled delivery date of any product or service and shall bear the costs associated with the site preparation. E. Internet Access to Contract and Pricing Information 1) Vendor Webpage Within thirty (30) calendar days of the effective date of the Contract, Vendor will establish and maintain a webpage specific to the products and services awarded under the Contract that are clearly distinguishable from other, non-DIR Contract offerings on the Vendor's website. The webpage must include: a) the products and services awarded; b) description of product and service awarded c) a current price list or mechanism (for example, a services calculator or product builder) to obtain specific contracted pricing; d) discount percentage (%) off MSRP or List Price; e) designated Order Fulfillers; f) contact information (name, telephone number and email address) for Vendor and designated Order Fulfillers; g) instructions for obtaining quotes and placing Purchase Orders; h) warranty policies; i) return policies; 11/16/2016 Page 13 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts j) the DIR Contract number with a hyperlink to the Contract's DIR webpage; k) a link to the DIR "Cooperative Contracts" webpage; and 1) the DIR logo in accordance with the requirements of this Section. If Vendor does not meet the webpage requirements listed above, DIR may cancel the contract without penalty. 2) Accurate and Timely Contract Information Vendor warrants and represents that the website information specified in the above paragraph will be accurately and completely posted, maintained and displayed in an objective and timely manner. Vendor, at its own expense, shall correct any non- conforming or inaccurate information posted at Vendor's website within ten (10) business days after written notification by DIR. 3) Webpage Compliance Checks Periodic compliance checks of the information posted for the Contract on Vendor's webpage will be conducted by DIR. Upon request by DIR, Vendor shall provide verifiable documentation that pricing listed upon this webpage is compliant with the pricing as stated in the Contract. 4) Webpage Changes Vendor hereby consents to a link from the DIR website to Vendor's webpage in order to facilitate access to Contract information. The establishment of the link is provided solely for convenience in carrying out the business operations of the State. DIR reserves the right to suspend, terminate or remove a link at any time, in its sole discretion, without advance notice, or to deny a future request for a link. DIR will provide Vendor with subsequent notice of link suspension, termination or removal. Vendor shall provide DIR with timely written notice of any change in URL or other information needed to access the site and/or maintain the link. 5) Use of Access Data Prohibited If Vendor stores, collects or maintains data electronically as a condition of accessing Contract information, such data shall only be used internally by Vendor for the purpose of implementing or marketing the Contract and shall not be disseminated to third parties or used for other marketing purposes. The Contract constitutes a public document under the laws of the State and Vendor shall not restrict access to Contract terms and conditions including pricing, i.e., through use of restrictive technology or passwords. 6) Responsibility for Content Vendor is solely responsible for administration, content, intellectual property rights, and all materials at Vendor's website. DIR reserves the right to require a change of listed content if, in the opinion of DIR, it does not adequately represent the Contract. F. DIR Logo Vendor and Order Fulfiller may use the DIR logo in the promotion of the Contract to 11/16/2016 Page 14 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts Customers with the following stipulations: (i) the logo may not be modified in any way, (ii) when displayed, the size of the DIR logo must be equal to or smaller than the Order Fulfiller logo, (iii) the DIR logo is only used to communicate the availability of products and services under the Contract to Customers, and (iv) any other use of the DIR logo requires prior written permission from DIR. G. Vendor and Order Fulfiller Logo If DIR receives Vendor's or Order Fulfiller's prior written approval, DIR may use the Vendor's and Order's Fulfiller's name and logo in the promotion of the Contract to communicate the availability of products and services under the Contract to Customers. Use of the logos may be on the DIR website or on printed materials. Any use of Vendor's and Order Fulfiller's logo by DIR must comply with and be solely related to the purposes of the Contract and any usage guidelines communicated to DIR from time to time. Nothing contained in the Contract will give DIR any right, title, or interest in or to Vendor's or Order Fulfiller' trademarks or the goodwill associated therewith, except for the limited usage rights expressly provided by Vendor and Order Fulfiller. H. Trade Show Participation At DIR's discretion, Vendor and Order Fulfillers may be required to participate in no more than two DIR sponsored trade shows each calendar year. Vendor understands and agrees that participation, at the Vendor's and Order Fulfiller's expense, includes providing a manned booth display or similar presence. DIR will provide four months advance notice of any required participation. Vendor and Order Fulfillers must display the DIR logo at all trade shows that potential Customers will attend. DIR reserves the right to approve or disapprove of the location or the use of the DIR logo in or on the Vendor's or Order Fulfiller's booth. I. Orientation Meeting Within thirty (30) calendar days from execution of the Contract, Vendor and Order Fulfillers will be required to attend an orientation meeting to discuss the content and procedures of the Contract to include reporting requirements. DIR, at its discretion, may waive the orientation requirement for Vendors who have previously held DIR contracts. The meeting will be held in the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor or by teleconference, at DIR's discretion. DIR shall bear no cost for the time and travel of the Vendor or Order Fulfillers for attendance at the meeting. J. Performance Review Meetings DIR will require the Vendor to attend periodic meetings to review the Vendor's performance under the Contract. The meetings will be held within the Austin, Texas area at a date and time mutually acceptable to DIR and the Vendor or by teleconference, at DIR's discretion. DIR shall bear no cost for the time and travel of the Vendor for attendance at the meeting. K. DIR Cost Avoidance As part of the performance measures reported to state leadership, DIR must provide the cost avoidance the State has achieved through the Contract. Upon request by DIR, Vendor 11/16/2016 Page 15 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts shall provide DIR with a detailed report of a representative sample of products sold under the Contract. The report shall contain: product part number, product description, list price and price to Customer under the Contract. 8. Pricing, Purchase Orders, Invoices, and Payments Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED FOR A-F, H-J A. Manufacturer's Suggested Retail Price (MSRP) or List Price Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED MSRP is defined as the product sales price list published in some form by the manufacturer or publisher of a product and available to and recognized by the trade. A price list especially prepared for a given solicitation is not acceptable. B. Customer Discount Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED The minimum Customer discount for all products and services will be the percentage off MSRP as specified in Appendix C, Pricing Index. C. Customer Price Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED FOR SECTION C1 1) The minimum fixed discount applied to price to the Customer shall be calculated as follows: Customer Price = (MSRP or List Price — Customer Discount as set forth in Appendix C, Pricing Index). 2) Volume Discounts will be available to all DIR Customers. Volume Discounts will be calculated based on aggregated volume as described in Appendix C, Pricing Index. 3) Customers purchasing products and services under this Contract may negotiate more advantageous pricing or participate in special promotional offers. In such event, a copy of such better offerings shall be furnished to DIR upon request. 4) If pricing for products or services available under this Contract is provided by the Vendor at a lower price to: (i) an eligible Customer who is not purchasing those products or services under this Contract or (ii) to any other customer under the same terms and conditions provided for the State for the same commodities and services under this contract, then the available Customer Price in this Contract shall be adjusted to that lower price. This requirement applies to products or services quoted by Vendor or its resellers for a quantity of one (1) under like terms and conditions, and does not apply to volume or special pricing purchases. Vendor shall notify DIR within ten (10) days and this Contract shall be amended to reflect the lower price. D. Shipping and Handling Fees Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED 11/16/2016 Page 16 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts The price to the Customer under this Contract shall include all shipping and handling fees. Shipments will be Free On Board Customer's Destination. No additional fees shall be charged to the Customer for standard shipping and handling. If the Customer requests expedited or special delivery, Customer will be responsible for any charges for expedited or special delivery. E. Tax -Exempt Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED As per Section 151.309, Texas Tax Code, Customers under this Contract are exempt from the assessment of State sales, use and excise taxes. Further, Customers under this Contract are exempt from Federal Excise Taxes, 26 United States Code Sections 4253(i) and 0). Customers shall provide evidence of tax-exempt status to Vendor upon request. F. Travel Expense Reimbursement Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED Pricing for services provided under this Contract are exclusive of any travel expenses that may be incurred in the performance of those services. Travel expense reimbursement may include personal vehicle mileage or commercial coach transportation, hotel accommodations, parking and meals; provided, however, the amount of reimbursement by Customers shall not exceed the amounts authorized for state employees as adopted by each Customer; and provided, further, that all reimbursement rates shall not exceed the maximum rates established for state employees under the current State Travel Management Program (http://www.window.state.tx.us/procurement/pro /sump/). Travel time may not be included as part of the amounts payable by Customer for any services rendered under this Contract. Anticipated travel expenses must be pre -approved in writing by Customer. Customer reserves the right not to pay travel expenses which are not pre - approved in writing by the Customer. G. Changes to Prices Subject to the requirements of this section, Vendor may change the price of any product or service at any time, based upon changes to the MSRP, but discount levels shall remain consistent with the discount levels specified in this Contract. Vendor may revise its pricing (but not its discount rate, if any, and not the products or services on its contract pricing list) by posting a revised pricing list. Such revised pricing lists are subject to review by DIR. If DIR finds that a product's or service's price has been increased unreasonably, DIR may request Vendor to reduce its pricing for the product or service to the level published before the revision. Vendor must reduce its pricing, or remove the product from its pricing list. Failure to do so will constitute an act of default by Vendor. If Vendor and DIR have agreed upon fixed pricing, DIR and Vendor must execute a contract amendment to change the price of a product or service. 11/16/2016 Page 17 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts H. Purchase Orders Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED All Customer Purchase Orders will be placed directly with the Vendor or Order Fulfiller. Accurate Purchase Orders shall be effective and binding upon Vendor or Order Fulfiller when accepted by Vendor or Order Fulfiller. Customer and Vendor may work together to include specific requirements as to what constitutes a valid Purchase Order. Vendors will be required to comply with the disclosure requirements of Section 2252.908, Texas Government Code, as enacted by House Bill 1295, 84th Regular Session, when execution of a contract requires an action or vote by the governing body of a governmental entity before the contract may be signed. I. Invoices Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED 1) Invoices shall be submitted by the Vendor or Order Fulfiller directly to the Customer and shall be issued in compliance with Chapter 2251, Texas Government Code. All payments for products and/or services purchased under the Contract and any provision of acceptance of such products and/or services shall be made by the Customer to the Vendor or Order Fulfiller. For Customers that are not subject to Chapter 2251, Texas Government Code, Customer and Vendor will agree to acceptable terms. 2) Invoices must be timely and accurate. Each invoice must match Customer's Purchase Order and include any written changes that may apply, as it relates to products, prices and quantities. Invoices must include the Customer's Purchase Order number or other pertinent information for verification of receipt of the product or services by the Customer. J. Payments Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED Customers shall comply with Chapter 2251, Texas Government Code, in making payments to Order Fulfiller. The statute states that payments for goods and services are due thirty (30) calendar days after the goods are provided, the services completed, or a correct invoice is received, whichever is later. Payment under the Contract shall not foreclose the right to recover wrongful payments. For Customers that are not subject to Chapter 2251, Texas Government Code, Customer and Vendor will agree to acceptable terms. 9. Contract Administration Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED FOR A, C-D A. Contract Managers Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED DIR and the Vendor will each provide a Contract Manager to support the Contract. Information regarding the Contract Manager will be posted on the Internet website 11/16/2016 Page 18 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts designated for the Contract. 1) State Contract Manager DIR shall provide a Contract Manager whose duties shall include but not be limited to: i) advising DIR and Vendor of Vendor's compliance with the terms and conditions of the Contract, ii) periodic verification of product pricing, and iii) verification of monthly reports submitted by Vendor. 2) Vendor Contract Manager Vendor shall identify a specific Contract Manager whose duties shall include but not be limited to: i) supporting the marketing and management of the Contract, ii) facilitating dispute resolution between an Order Fulfiller and a Customer, and iii) advising DIR of Order Fulfillers performance under the terms and conditions of the Contract. DIR reserves the right to require a change in Vendor's then -current Contract Manager if the assigned Contract Manager is not, in the reasonable opinion of DIR, adequately serving the needs of the State. B. Reporting and Contract Administration 1) Reporting Responsibility a) Vendor shall be responsible for reporting all products and services purchased through Vendor and Order Fulfillers under the Contract. Vendor shall file the monthly reports and subcontract reports in accordance with the due dates specified in this section. b) DIR shall have the right to verify required reports and to take any actions necessary to enforce its rights under this section, including but not limited to compliance checks of Vendor's applicable Contract. Vendor will provide all required documentation at no cost. 2) Detailed Monthly Report Vendor shall electronically provide DIR with a detailed monthly report in the format required by DIR showing the dollar volume of any and all sales under the Contract for the previous calendar month period. Reports shall be submitted to the DIR Cooperative Contracts E-Mail Box at ict.salesndir.texas.gov. Reports are due on the fifteenth (15th) calendar day after the close of the previous month period. If the 15' calendar day falls on a weekend or state or federal holiday, the report shall be due on the next business day. The monthly report shall include, per transaction: the detailed sales for the period, Customer name, invoice date, invoice number, description, quantity, MSRP or List Price, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, subcontractor name, EPEAT designation (if applicable), configuration (if applicable), contract discount percentage, actual discount percentage, negotiated contract price (if fixed price is offered instead of discount off of MSRP), and other information as required by DIR. Each report must contain all information listed above per transaction or the report will be rejected and returned to the Vendor for correction in accordance with this section. Vendor shall report in a manner required by DIR which is subject to change dependent upon DIR's business needs. Failure to do so may result in contract termination. 11/16/2016 Page 19 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts 3) Historically Underutilized Businesses Subcontract Reports a) Vendor shall electronically provide each Customer with Vendor's relevant Historically Underutilized Business Subcontracting Report, pursuant to the Contract, as required by Chapter 2161, Texas Government Code. Reports shall also be submitted to DIR. b) Reports shall be due in accordance with the CPA rules. 5) Accurate and Timely Submission of Reports a) The reports shall be accurate and timely and submitted in accordance with the due dates specified in this section. Vendor shall correct any inaccurate reports within three (3) business days upon written notification by DIR. Vendor shall deliver any late reports within three (3) business days upon written notification by DIR. If Vendor is unable to correct inaccurate reports or deliver late reports within three (3) business days, Vendor must contact DIR and provide a corrective plan of action, including the timeline for completion of correction. The corrective plan of action shall be subject to DIR approval. b) Should Vendor fail to correct inaccurate reports or cure the delay in timely delivery of reports within the corrective plan of action timeline, DIR reserves the right to require an independent third party audit of the Vendor's records as specified in C.3 of this Section, at Vendor's expense. DIR will select the auditor (and all payments to auditor will require DIR approval). c) Failure to timely submit three (3) reports within any rolling twelve (12) month period may, at DIR's discretion, result in the addition of late fees of $100/day for each day the report or payment is due (up to $1000/month) or suspension or termination of Vendor's Contract. C. Records and Audit Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED IN SUBPARAGRAPH 1. 1) Acceptance of funds under the Contract by Vendor and/or Order Fulfiller acts as acceptance of the authority of the State Auditor's Office, or any successor agency or designee, to conduct an audit or investigation in connection with those funds. Vendor further agrees to cooperate fully with the State Auditor's Office or its successor or designee in the conduct of the audit or investigation, including providing all records requested. Vendor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Vendor or directly by Order Fulfillers and the requirement to cooperate is included in any subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under the direction of the Legislative Audit Committee, a Vendor that is the subject of an audit or investigation by the State Auditor's Office must provide the State Auditor's Office with access to any information the State Auditor's Office considers relevant to the investigation or audit. 2) Vendor and Order Fulfillers shall maintain adequate records to establish compliance with the Contract until the later of a period of seven (7) years after termination of the Contract or until full, final and unappealable resolution of all Compliance Check or litigation issues that arise under the Contract. Such records shall include per transaction: The Order Fulfiller's company name if applicable, 11/16/2016 Page 20 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts Customer name, invoice date, invoice number, description, part number, manufacturer, quantity, MSRP or list price, unit price, extended price, Customer Purchase Order number, contact name, Customer's complete billing address, Historically Underutilized Businesses Subcontracting reports, and such other documentation as DIR may request. 3) Vendor and/or Order Fulfillers shall grant access to all paper and electronic records, books, documents, accounting procedures, practices, customer records including but not limited to contracts, agreements, purchase orders and statements of work, and any other items relevant to the performance of the Contract to the DIR Internal Audit department or DIR Contract Management staff, including the compliance checks designated by the DIR Internal Audit department, DIR Contract Management staff, the State Auditor's Office, and of the United States, and such other persons or entities designated by DIR for the purposes of inspecting, Compliance Checking and/or copying such books and records. Vendor and/or Order Fulfillers shall provide copies and printouts requested by DIR without charge. DIR shall provide Vendor and/or Order Fulfillers ten (10) business days' notice prior to inspecting, Compliance Checking, and/or copying Vendor's and/or Order Fulfiller's records. Vendor's and/or Order Fulfillers records, whether paper or electronic, shall be made available during regular office hours. Vendor and/or Order Fulfiller personnel familiar with the Vendor's and/or Order Fulfiller's books and records shall be available to the DIR Internal Audit department, or DIR Contract Management staff and designees as needed. Vendor and/or Order Fulfiller shall provide adequate office space to DIR staff during the performance of Compliance Check. If Vendor is found to be responsible for inaccurate reports, DIR may invoice for the reasonable costs of the audit, which Vendor must pay within thirty (30) calendar days of receipt. D. Contract Administration Notification Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED 1) Prior to execution of the Contract, Vendor shall provide DIR with written notification of the following: i) Vendor Contract Administrator name and contact information, ii) Vendor sales representative name and contact information, and iii) name and contact information of Vendor personnel responsible for submitting reports specified herein. 2) Upon execution of the Contract, DIR shall provide Vendor with written notification of the following: i) DIR Contract Administrator name and contact information, and ii) DIR Cooperative Contracts E-Mail Box information. 10. Vendor Responsibilities Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED IN C-H, L-M, O-S, V-W. A. Indemnification 1) INDEPENDENT CONTRACTOR VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, IT IS FURNISHING PRODUCTS AND SERVICES IN THE 11/16/2016 Page 21 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts CAPACITY OF AN INDEPENDENT CONTRACTOR AND THAT VENDOR IS NOT AN EMPLOYEE OF THE CUSTOMER OR THE STATE OF TEXAS. 2) ACTS OR OMISSIONS Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. 3) INFRINGEMENTS a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor's written approval, (iii) any modifications made to the product by the Vendor pursuant to Customer's specific instructions, (iv) any intellectual property right owned by or licensed to Customer, or (v) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. 11/16/2016 Page 22 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against Customer, shall), at Vendor's sole option and expense: (i) procure for the Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer's use is non -infringing. 4) PROPERTY DAMAGE IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION OF ANY PROPERTY OF CUSTOMER OR THE STATE DUE TO THE NEGLIGENCE, MISCONDUCT, WRONGFUL ACT OR OMISSION ON THE PART OF THE VENDOR, ITS EMPLOYEES, AGENTS, REPRESENTATIVES, OR SUBCONTRACTORS, THE VENDOR SHALL PAY THE FULL COST OF EITHER REPAIR, RECONSTRUCTION, OR REPLACEMENT OF THE PROPERTY, AT THE CUSTOMER'S SOLE ELECTION. SUCH COST SHALL BE DETERMINED BY THE CUSTOMER AND SHALL BE DUE AND PAYABLE BY THE VENDOR NINETY (90) CALENDAR DAYS AFTER THE DATE OF THE VENDORS RECEIPT FROM THE CUSTOMER OF A WRITTEN NOTICE OF THE AMOUNT DUE. B. Taxes/Worker's Compensation/UNEMPLOYMENT INSURANCE 1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF VENDOR'S AND VENDOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE CUSTOMER AND/OR THE STATE SHALL NOT BE LIABLE TO THE VENDOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER. 2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS' FEES, AND EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION IN ITS PERFORMANCE UNDER THIS CONTRACT. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING 11/16/2016 Page 23 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. C. Vendor Certifications Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED Vendor certifies on behalf of Vendor and its designated Order Fulfillers that they: (i) have not given, offered to give, and do not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract; (ii) are not currently delinquent in the payment of any franchise tax owed the State and are not ineligible to receive payment under §231.006 of the Texas Family Code and acknowledge the Contract may be terminated and payment withheld if this certification is inaccurate; (iii) neither they, nor anyone acting for them, have violated the antitrust laws of the United States or the State, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; (iv) have not received payment from DIR or any of its employees for participating in the preparation of the Contract; (v) under Section 2155.004, Texas Government Code, the vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate; (vi) to the best of their knowledge and belief, there are no suits or proceedings pending or threatened against or affecting them, which if determined adversely to them will have a material adverse effect on the ability to fulfill their obligations under the Contract; (vii) Vendor and its principals are not suspended or debarred from doing business with the federal government as listed in the System for Award Management (SAM) maintained by the General Services Administration; (viii) as of the effective date of the Contract, are not listed in the prohibited vendors list authorized by Executive Order #13224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism ", published by the United States Department of the Treasury, Office of Foreign Assets Control; 11/16/2016 Page 24 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts (ix) Vendor represents and warrants that, for its performance of this contract, it shall purchase products and materials produced in the State of Texas when available at the price and time comparable to products and materials produced outside the state, to the extent that such is required under Texas Government Code, Section 2155.4441; The Parties recognize that Vendor is providing subscription services, and that the Parties do not anticipate that Vendor will need to procure any products or materials specifically for performance of this contract; (x) agrees that all Works and Services performed pursuant to this Contract shall be of high professional quality and workmanship and according consistent with or better than applicable industry standards, if any; (xi) to the extent applicable to this scope of this Contract, Vendor hereby certifies that it is in compliance with Subchapter Y, Chapter 361, Health and Safety Code related to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328; (xii) agree that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas; (xiii) are in compliance Section 669.003, Texas Government Code, relating to contracting with executive head of a state agency; (xiv) represent and warrant that the provision of goods and services or other performance under the Contract will not constitute an actual or potential conflict of interest and certify that they will not reasonably create the appearance of impropriety, and, if these facts change during the course of the Contract, certify they shall disclose the actual or potential conflict of interest and any circumstances that create the appearance of impropriety; (xv) under Section 2155.006, and Section 2261.053, Texas Government Code, are not ineligible to receive the specified contract and acknowledge that this contract may be terminated and payment withheld if this certification is inaccurate; (xvi) have complied with the Section 556.0055, Texas Government Code, restriction on lobbying expenditures. In addition, they acknowledge the applicability of §2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the Contract; and (xvii) represent and warrant that the Customer's payment and their receipt of appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008, Texas Government Code. During the term of the Contract, Vendor shall, for itself and on behalf of its Order Fulfillers, promptly disclose to DIR all changes that occur to the foregoing certifications, representations and warranties. Vendor covenants to fully cooperate in the development and execution of resulting documentation necessary to maintain an accurate record of the certifications, representations and warranties. 11/16/2016 Page 25 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts In addition, Vendor understands and agrees that if Vendor responds to certain Customer pricing requests or Statements of Work, then, in order to contract with the Customer, Vendor may be required to comply with additional terms and conditions or certifications that an individual customer may require due to state and federal law (e.g., privacy and security requirements). D. Ability to Conduct Business in Texas Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED Vendor and its Order Fulfiller shall be authorized and validly existing under the laws of its state of organization, and shall be authorized to do business in the State of Texas in accordance with Texas Business Organizations Code, Title 1, Chapter 9. E. Equal Opportunity Compliance Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED Vendor agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the State in which its primary place of business is located. In accordance with such laws, regulations, and executive orders, the Vendor agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or handicap, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity performed by Vendor under the Contract. If Vendor is found to be not in compliance with these requirements during the term of the Contract, Vendor agrees to take appropriate steps to correct these deficiencies. Upon request, Vendor will furnish information regarding its nondiscriminatory hiring and promotion policies, as well as specific information on the composition of its principals and staff, including the identification of minorities and women in management or other positions with discretionary or decision -making authority. F. Use of Subcontractors Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED If Vendor uses any subcontractors in the performance of this Contract, Vendor must make a good faith effort in the submission of its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses (HUB). A revised Subcontracting Plan approved by DIR's HUB Office shall be required before Vendor can engage additional subcontractors in the performance of this Contract. A revised Subcontracting Plan approved by DIR's HUB Office shall be required before Vendor can remove subcontractors currently engaged in the performance of this Contract. Vendor shall remain solely responsible for the performance of its obligations under the Contract. G. Responsibility for Actions Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED 1) Vendor is solely responsible for its actions and those of its agents, employees, or subcontractors, and agrees that neither Vendor nor any of the foregoing has any authority to act or speak on behalf of DIR or the State. 11/16/2016 Page 26 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts 2) Vendor, for itself and on behalf of its subcontractors, shall report to DIR promptly when the disclosures under Certification Statement of Exhibit A to the RFO and/or Section 10.C. (xiii), Vendor Certifications of this Appendix A to the Contract change. Vendor covenants to fully cooperate with DIR to update and amend the Contract to accurately disclose the status of conflicts of interest. H. Confidentiality Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED 1) Vendor acknowledges that DIR and Customers that are governmental bodies as defined by Texas Government Code, Section 552.003 are subject to the Texas Public Information Act. Vendor also acknowledges that DIR and Customers that are governmental bodies will comply with the Public Information Act, and with all opinions of the Texas Attorney General's office concerning this Act. 2) Under the terms of the Contract, DIR may provide Vendor with information related to Customers. Vendor shall not re -sell or otherwise distribute or release Customer information to any party in any manner. I. Security of Premises, Equipment, Data and Personnel Vendor and/or Order Fulfiller may, from time to time during the performance of the Contract, have access to the personnel, premises, equipment, and other property, including data, files and /or materials (collectively referred to as "Data") belonging to the Customer. Vendor and/or Order Fulfiller shall use their best efforts to preserve the safety, security, and the integrity of the personnel, premises, equipment, Data and other property of the Customer, in accordance with the instruction of the Customer. Vendor and/or Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and its contents when such damage is caused by its employees or subcontractors. If a Vendor and/or Order Fulfiller fails to comply with Customer's security requirements, then Customer may immediately terminate its Purchase Order and related Service Agreement. J. Background and/or Criminal History Investigation Prior to commencement of any services, background and/or criminal history investigation of the Vendor and/or Order Fulfiller's employees and subcontractors who will be providing services to the Customer under the Contract may be performed by the Customer. Should any employee or subcontractor of the Vendor and/or Order Fulfiller who will be providing services to the Customer under the Contract not be acceptable to the Customer as a result of the background and/or criminal history check, then Customer may immediately terminate its Purchase Order and related Service Agreement or request replacement of the employee or subcontractor in question. K. Limitation of Liability For any claims or cause of action arising under or related to the Contract: i) to the extent permitted by the Constitution and the laws of the State, none of the parties shall be liable to the other for punitive, special, or consequential damages, even if it is advised of the possibility of such damages; and ii) Vendor's liability for damages of any kind to the Customer shall be limited to the total amount paid to Vendor under the Contract during 11/16/2016 Page 27 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts the twelve months immediately preceding the accrual of the claim or cause of action. However, this limitation of Vendor's liability shall not apply to claims of bodily injury; violation of intellectual property rights including but not limited to patent, trademark, or copyright infringement; indemnification requirements under this Contract; and violation of State or Federal law including but not limited to disclosures of confidential information and any penalty of any kind lawfully assessed as a result of such violation. L. Overcharges Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED Vendor hereby assigns to DIR any and all of its claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 U.S.C.A. Section 1, et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. and Comm. Code Section 15.01, et seq. M. Prohibited Conduct Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED Vendor represents and warrants that, to the best of its knowledge as of the date of this certification, neither Vendor nor any Order Fulfiller, subcontractor, firm, corporation, partnership, or institution represented by Vendor, nor anyone acting for such Order Fulfiller, subcontractor, firm, corporation or institution has: (1) violated the antitrust laws of the State of Texas under Texas Business & Commerce Code, Chapter 15, or the federal antitrust laws; or (2) communicated its response to the Request for Offer directly or indirectly to any competitor or any other person engaged in such line of business during the procurement for the Contract. N. Required Insurance Coverage As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage within 5 business days of execution of the Contract if the Vendor is awarded services which require that Vendor's employees perform work at any Customer premises and/or use employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance coverage specified herein, and shall provide proof of such insurance coverage to the related Customer within five (5) business days following the execution of the Purchase Order. Vendor may not begin performance under the Contract and/or a Purchase Order until such proof of insurance coverage is provided to, and approved by, DIR and the Customer. All required insurance must be issued by companies that have an A rating and a Financial Size Category Class of VII from A.M. Best and are licensed in the State of Texas and authorized to provide the corresponding coverage. The Customer and DIR will be named as Additional Insureds on all required coverage. Required coverage must remain in effect through the term of the Contract and each Purchase Order issued to Vendor there under. The minimum acceptable insurance provisions are as follows: 1) Commercial General Liability 11/16/2016 Page 28 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts Commercial General Liability must include $1,000,000 per occurrence for Bodily Injury and Property Damage, with a separate aggregate limit of $2,000,000; Medical Expense per person of $5,000; Personal Injury and Advertising Liability of $1,000,000; Products/Completed Operations Aggregate Limit of $2,000,000; and Damage to Premises Rented: $50,000. Agencies may require additional Umbrella/Excess Liability insurance. The policy shall contain the following provisions: a) Blanket contractual liability coverage for liability assumed under the Contract; b) Independent Contractor coverage; c) State of Texas, DIR and Customer listed as an additional insured; and d) Waiver of Subrogation 2) Workers' Compensation Insurance WORKERS' COMPENSATION INSURANCE AND EMPLOYERS' LIABILITY COVERAGE MUST INCLUDE LIMITS CONSISTENT WITH STATUTORY BENEFITS OUTLINED IN THE TEXAS WORKERS' COMPENSATION ACT (ART. 8308-1.01 ET SEQ. TEX. REV. CIV. STAT) AND MINIMUM POLICY LIMITS FOR EMPLOYERS' LIABILITY OF $1,000,000 BODILY INJURY PER ACCIDENT, $1,000,000 BODILY INJURY DISEASE PER EMPLOYEE AND $1,000,000 PER DISEASE POLICY LIMIT. 3) Business Automobile Liability Insurance Business Automobile Liability Insurance must cover all owned, non -owned and hired vehicles with a minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. The policy shall contain the following endorsements in favor of DIR and/or Customer: a) Waiver of Subrogation; and b) Additional Insured. O. Use of State Property Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED Vendor is prohibited from using the Customer's equipment, the customer's location, or any other resources of the Customer or the State for any purpose other than performing services under this Agreement. For this purpose, equipment includes, but is not limited to, copy machines, computers and telephones using State long distance services. Any charges incurred by Vendor using the Customer's equipment for any purpose other than performing services under this Agreement must be fully reimbursed by Vendor to the Customer immediately upon demand by the Customer. Such use shall constitute breach of contract and may result in termination of the contract and other remedies available to DIR and Customer under the contract and applicable law. P. Immigration Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED 11/16/2016 Page 29 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts The Vendor shall comply with all requirements related to federal immigration laws and regulations, to include but not be limited to, the Immigration and Reform Act of 1986, the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA") and the Immigration Act of 1990 (8 U.S.C.I101, et seq.) regarding employment verification and retention of verification forms for any individual(s) who will perform any labor or services under this Contract. Pursuant to Executive Order No. RP-80, issued by the Governor of Texas on December 3, 2014, and as subsequently clarified, the Vendor shall, as a condition of this Contract, also comply with the United States Department of Homeland Security's E-Verify system to determine the eligibility of: • all persons 1) to whom the E-Verify system applies, and 2) who are hired by the Vendor during the term of this Contract to perform duties within Texas; and • all subcontractors' employees 1) to whom the E-Verify system applies, and 2) who are hired by the subcontractor during the term of this Contract and assigned by the subcontractor to perform work pursuant to this Contract. The Vendor shall require its subcontractors to comply with the requirements of this Section and the Vendor is responsible for the compliance of its subcontractors. Nothing herein is intended to exclude compliance by Vendor and its subcontractors with all other relevant federal immigration statutes and regulations promulgated pursuant thereto. Q. Public Disclosure Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED No public disclosures or news releases pertaining to this contract shall be made by Vendor without prior written approval of DIR. R. Product and/or Services Substitutions Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED Substitutions are not permitted without the written permission of DIR or Customer. S. Secure Erasure of Hard Disk Products and/or Services Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED Vendor agrees that all products and/or services equipped with hard disk drives (i.e. computers, telephones, printers, fax machines, scanners, multifunction devices, etc.) shall have the capability to securely erase data written to the hard drive prior to final disposition of such products and/or services, either at the end of the Customer's Managed Services product's useful life or the end of the related Customer Managed Services Agreement for such products and/ services, in accordance with 1 TAC 202. T. Deceptive Trade Practices; Unfair Business Practices 1) Vendor represents and warrants that neither Vendor nor any of its Subcontractors has been (i) found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations as defined under Chapter 17, Texas Business 11/16/2016 Page 30 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts & Commerce Code, or (ii) has outstanding allegations of any Deceptive Trade Practice pending in any administrative hearing, litigation or other proceeding. 2) Vendor certifies that it has no officers who have served as officers of other entities who (i) have been found liable in any administrative hearing, litigation or other proceeding of Deceptive Trade Practices violations or (ii) have outstanding allegations of any Deceptive Trade Practice pending in any administrative hearing, litigation or other proceeding. U. Drug Free Workplace Policy Vendor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 et seq.) and maintain a drug -free work environment; and the final rule, government -wide requirements for drug - free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and Vendor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. V. Accessibility of Public Information Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED 1) Pursuant to S.B. 1368 of the 83rd Texas Legislature, Regular Session, Vendor is required to make any information created or exchanged with the State pursuant to this Contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the State. 2) Each State government entity should supplement the provision set forth in Subsection 1, above, with the additional terms agreed upon by the parties regarding the specific format by which the Vendor is required to make the information accessible by the public. W. Vendor Reporting Requirements Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED Vendor shall comply with Subtitle C, Title 5, Business & Commerce Code, Chapter 109 as added by HB 2539 of the 83rd Texas Legislature, Regular Session, requiring computer technicians to report images of child pornography. 11. Contract Enforcement Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED A. Enforcement of Contract and Dispute Resolution Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED 1) Vendor and DIR agree to the following: (i) a party's failure to require strict performance of any provision of the Contract shall not waive or diminish that party's 11/16/2016 Page 31 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used, and (iii) actions or proceedings arising from the Contract shall be heard in a state court of competent jurisdiction in Travis County, Texas. 2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent with subparagraph A.1 above. DIR shall not be a party to any such dispute unless DIR, Customer, and Vendor agree in writing. 3) State agencies are required by rule (34 TAC §20.108(b)) to report vendor performance through the Vendor Performance Tracking System (VPTS) on every purchase over $25,000. B. Termination Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED 1) Termination for Non -Appropriation a) Termination for Non -Appropriation by Customer Customer may terminate Purchase Orders if funds sufficient to pay its obligations under the Contract are not appropriated: i) by the governing body on behalf of local governments; ii) by the Texas legislature on behalf of state agencies; or iii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non -appropriation, Vendor and/or Order Fulfiller will be provided ten (10) calendar days' written notice of intent to terminate. Notwithstanding the foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or services, they are obligated to pay for the product or services or they may return the product and discontinue using services under any return provisions that Vendor offers. In the event of such termination, the Customer will not be considered to be in default or breach under this Contract, nor shall it be liable for any further payments ordinarily due under this Contract, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. b) Termination for Non -Appropriation by DIR DIR may terminate Contract if funds sufficient to pay its obligations under the Contract are not appropriated: by the i) Texas legislature or ii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non - appropriation, Vendor and/or Order Fulfiller will be provided thirty (30) calendar days' written notice of intent to terminate. In the event of such termination, DIR will not be considered to be in default or breach under this Contract, nor shall it be liable for any further payments ordinarily due under this Contract, nor shall it 11/16/2016 Page 32 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts be liable for any damages or any other amounts which are caused by or associated with such termination. 11/16/2016 Page 33 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts 2) Absolute Right Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED DIR shall have the absolute right to terminate the Contract without recourse in the event that: i) Vendor becomes listed on the prohibited vendors list authorized by Executive Order 413224, "Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism ", published by the United States Department of the Treasury, Office of Foreign Assets Control; ii) Vendor becomes suspended or debarred from doing business with the federal government as listed in the System for Award Management (SAM) maintained by the General Services Administration; or (iii) Vendor is found by DIR to be ineligible to hold this Contract under Subsection (b) of Section 2155.006, Texas Government Code. Vendor shall be provided written notice in accordance with Section 12.A, Notices, of intent to terminate. 3) Termination for Convenience DIR may terminate the Contract, in whole or in part, by giving the other party thirty (30) calendar days' written notice. A Customer may terminate a Purchase Order or other contractual document or relationship by giving the other party thirty (30) calendar days' written notice. 4) Termination for Cause a) Contract Either DIR or Vendor may issue a written notice of default to the other upon the occurrence of a material breach of any covenant, warranty or provision of the Contract, upon the following preconditions: first, the parties must comply with the requirements of Chapter 2260, Texas Government Code in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non -defaulting party shall give the defaulting party thirty (30) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non -defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Contract. Customers purchasing products or services under the Contract have no power to terminate the Contract for default. b) Purchase Order Customer or Order Fulfiller may terminate a Purchase Order or other contractual document or relationship upon the occurrence of a material breach of any term or condition: (i) of the Contract, or (ii) included in the Purchase Order or other contractual document or relationship in accordance with Section 4.13.2 above, upon the following preconditions: first, the parties must comply with the requirements of Chapter 2260, Texas Government Code, in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, 11/16/2016 Page 34 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts and the dispute remains unresolved, then the non -defaulting party shall give the defaulting party ten (10) calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non -defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Purchase Order. Customer may immediately suspend or terminate a Purchase Order without advance notice in the event Vendor fails to comply with confidentiality, privacy, security requirements, environmental or safety laws or regulations, if such non-compliance relates or may relate to vendor provision of goods or services to the Customer. 5) Immediate Termination or Suspension Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED DIR may immediately suspend or terminate this Contract without advance notice if DIR receives notice or knowledge of potentially criminal violations by Vendor or Order Fulfiller (whether or not such potential violations directly impact the provision of goods or services under this Contract). In such case, the Vendor or Order Fulfiller may be held ineligible to receive further business or payment but may be responsible for winding down or transition expenses incurred by Customer. DIR or Customer will use reasonable efforts to provide notice (to the extent allowed by law) to vendor within five (5) business days after imposing the suspension or termination. Vendor may provide a response and request an opportunity to present its position. DIR or Customer will review vendor presentation, but is under no obligation to provide formal response. 6) Customer Rights Under Termination In the event the Contract expires or is terminated for any reason, a Customer shall retain its rights under the Contract and the Purchase Order issued prior to the termination or expiration of the Contract. The Purchase Order survives the expiration or termination of the Contract for its then effective term. 7) Vendor or Order Fulfiller Rights Under Termination Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED In the event a Purchase Order expires or is terminated, a Customer shall pay: 1) all amounts due for products or services ordered prior to the effective termination date and ultimately accepted, and 2) any applicable early termination fees agreed to in such Purchase Order. C. Force Majeure DIR, Customer, or Order Fulfiller may be excused from performance under the Contract for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, or court order, provided that the party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the party's control to ensure performance and to shorten the duration of the event of Force Majeure. The party suffering an event of Force Majeure shall provide notice of the event to the other parties when commercially reasonable. Subject to this provision, such non-performance shall not be deemed a default or a ground for termination. However, a Customer may terminate a Purchase Order if it is determined by the 11/16/2016 Page 35 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts Customer that Order Fulfiller will not be able to deliver product or services in a timely manner to meet the business needs of the Customer. 11/16/2016 Page 36 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Appendix A Standard Terms and Conditions for Product and Related Services Contracts 12. Notification Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED A. Notices All notices, demands, designations, certificates, requests, offers, consents, approvals and other instruments given pursuant to the Contract shall be in writing and shall be validly given on: (i) the date of delivery if delivered by email, facsimile transmission, mailed by registered or certified mail, or hand delivered, or (ii) three business days after being mailed via United States Postal Service. All notices under the Contract shall be sent to a party at the respective address indicated in Section 6 of the Contract or to such other address as such party shall have notified the other party in writing. B. Handling of Written Complaints In addition to other remedies contained in the Contract, a person contracting with DIR may direct their written complaints to the following office: Public Information Office Department of Information Resources Attn: Public Information Officer 300 W. 15th Street, Suite 1300 Austin, Texas 78701 (512) 475-4759, facsimile 13. Captions Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED The captions contained in the Contract, Appendices, and its Exhibits are intended for convenience and reference purposes only and shall in no way be deemed to define or limit any provision thereof. 11/16/2016 Page 37 of 37 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Rev. 10/16 EOF HUB Subcontracting Plan (HSP QUICK CHECKLIST While this HSP Quick Checklist is being provided to merely assist you in readily identifying the sections of the HSP form that you will need to complete, it is very important that you adhere to the instructions in the HSP form and instructions provided by the contracting agency. Y If you will be awarding all of the subcontracting work you have to offer under the contract to only Texas certified HUB vendors, complete: ❑ Section 1 - Respondent and Requisition Information ❑ Section 2 a. - Yes, I will be subcontracting portions of the contract. ❑ Section 2 b. - List all the portions of work you will subcontract, and indicate the percentage of the contract you expect to award to Texas certified HUB vendors. ❑ Section 2 c. - Yes ❑ Section 4 - Affirmation ❑ GFE Method A (Attachment A) - Complete an Attachment A for each of the subcontracting opportunities you listed in Section 2 b. If you will be subcontracting any portion of the contract to Texas certified HUB vendors and Non -HUB vendors, and the aggregate percentage of all the subcontracting work you will be awarding to the Texas certified HUB vendors with which you do not have a continuous contract* in place for more than five (5) years meets or exceeds the HUB Goal the contracting agency identified in the "Agency Special Instructions/Additional Requirements", complete: ❑ Section 1 - Respondent and Requisition Information ❑ Section 2 a. - Yes, I will be subcontracting portions of the contract. ❑ Section 2 b. - List all the portions of work you will subcontract, and indicate the percentage of the contract you expect to award to Texas certified HUB vendors and Non -HUB vendors. ❑ Section 2 c. - No ❑ Section 2 d. - Yes ❑ Section 4 - Affirmation ❑ GFE Method A (Attachment A) - Complete an Attachment A for each of the subcontracting opportunities you listed in Section 2 b. Y If you will be subcontracting any portion of the contract to Texas certified HUB vendors and Non -HUB vendors or only to Non -HUB vendors, and the aggregate percentage of all the subcontracting work you will be awarding to the Texas certified HUB vendors with which you do not have a continuous contract* in place for more than five (5) years does not meet or exceed the HUB Goal the contracting agency identified in the "Agency Special Instructions/Additional Requirements", complete: ❑ Section 1 - Respondent and Requisition Information ❑ Section 2 a. - Yes, I will be subcontracting portions of the contract. ❑ Section 2 b. - List all the portions of work you will subcontract, and indicate the percentage of the contract you expect to award to Texas certified HUB vendors and Non -HUB vendors. ❑ Section 2 c. - No ❑ Section 2 d. - No ❑ Section 4 - Affirmation ❑ GFE Method B (Attachment B) - Complete an Attachment B for each of the subcontracting opportunities you listed in Section 2 b. y If you will not be subcontracting any portion of the contract and will be fulfilling the entire contract with your own resources (i.e., employees, supplies, materials and/or equipment), complete: ❑ Section 1 - Respondent and Requisition Information ❑ Section 2 a. - No, I will not be subcontracting any portion of the contract, and I will be fulfilling the entire contract with my own resources. ❑ Section 3 - Self Performing Justification ❑ Section 4 - Affirmation "Continuous Contract: Any existing written agreement (including any renewals that are exercised) between a prime contractor and a HUB vendor, where the HUB vendor provides the prime contractor with goods or service, to include under the same contract for a specified period of time. The frequency the HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuous. Two or more contracts that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather than renewals or extensions to the original contract. In such situations the prime contractor and HUB vendor are entering (have entered) into "new" contracts. DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE E 0 / VT� Rev. 10/16 HUB Subcontracting Plan (HSP) In accordance with Texas Gov't Code §2161.252, the contracting agency has determined that subcontracting opportunities are probable under this contract. Therefore, all respondents, including State of Texas certified Historically Underutilized Businesses (HUBs) must complete and submit this State of Texas HUB Subcontracting Plan (HSP) with their response to the bid requisition (solicitation). NOTE: Responses that do not include a completed HSP shall be rejected pursuant to Texas Gov't Code §2161.252(b). The HUB Program promotes equal business opportunities for economically disadvantaged persons to contract with the State of Texas in accordance with the goals specified in the 2009 State of Texas Disparity Study. The statewide HUB goals defined in 34 Texas Administrative Code (TAC) §20.13 are: • 11.2 percent for heavy construction other than building contracts, • 21.1 percent for all building construction, including general contractors and operative builders' contracts, • 32.9 percent for all special trade construction contracts, • 23.7 percent for professional services contracts, • 26.0 percent for all other services contracts, and • 21.1 percent for commodities contracts. - - Agency Special Instructions/Additional Requirements - - In accordance with 34 TAC §20.14(d)(1)(D)(iii), a respondent (prime contractor) may demonstrate good faith effort to utilize Texas certified HUBs for its subcontracting opportunities if the total value of the respondent's subcontracts with Texas certified HUBs meets or exceeds the statewide HUB goal or the agency specific HUB goal, whichever is higher. When a respondent uses this method to demonstrate good faith effort, the respondent must identify the HUBs with which it will subcontract. If using existing contracts with Texas certified HUBs to satisfy this requirement, only the aggregate percentage of the contracts expected to be subcontracted to HUBs with which the respondent does not have a continuous contract' in place for more than five (5) years shall qualify for meeting the HUB goal. This limitation is designed to encourage vendor rotation as recommended by the 2009 Texas Disparity Study. RESPONDENT AND REQUISITION INFORMATION a. Respondent (Company) Name: State of Texas VID #: Point of contact: John S. Nelson E-mail Address: b. Is your company a State of Texas certified HUB? ❑ Yes ❑ - No C. Requisition #: Phone #: Fax #: Bid Open Date: (mmtddlyyyy) DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Enter your company's name here: Requisition #: Rev. 10/16 RESPONDENT's SUBCONTRACTING INTENTIONS After dividing the contract work into reasonable lots or portions to the extent consistent with prudent industry practices, and taking into consideration the scope of work to be performed under the proposed contract, including all potential subcontracting opportunities, the respondent must determine what portions of work, including contracted staffing, goods and services will be subcontracted. Note: In accordance with 34 TAC §20.11, a "Subcontractor" means a person who contracts with a prime contractor to work, to supply commodities, or to contribute toward completing work for a governmental entity. a. Check the appropriate box (Yes or No) that identifies your subcontracting intentions: ❑ - Yes, I will be subcontracting portions of the contract. (If Yes, complete Item b of this SECTION and continue to Item c of this SECTION.) ❑ - No, I will not be subcontracting ajiy portion of the contract, and I will be fulfilling the entire contract with my own resources, including employees, goods and services. (If No, continue to SECTION 3 and SECTION 4.) b. List all the portions of work (subcontracting opportunities) you will subcontract. Also, based on the total value of the contract, identify the percentages of the contract you expect to award to Texas certified HUBs, and the percentage of the contract you expect to award to vendors that are not a Texas certified HUB (i.e., Non -HUB). Item # Subcontracting Opportunity Description HUBs Non-HUBs Percentage of the contract expected to be subcontracted to HUBs with which you do not have a continuous contract* In place for more than five (5) years. Percentage of the contract expected to be subcontracted to HUBs with which you have a continuous contract* in place for more than five (55) years. Percentage of the contract expected to be subcontracted to non-HUBs. 1 % % % 2 % % % 3 % % % 4 % % % 5 % % % 6 % % % 7 % % % 8 % % % 9 % % % 10 % % % 11 % % % 12 % % % 13 % % % 14 % % % 15 % % % Aggregate percentages of the contract expected to be subcontracted: % % % (Note: If you have more than fifteen subcontracting opportunities, a continuation sheet is available online at https://www.comptroller.texas.gov/purchasing/vendor/hub/forms.Php). c• Check the appropriate box (Yes or No) that indicates whether you will be using only Texas certified HUBs to perform all of the subcontracting opportunities you listed in SECTION 2, Item b. ❑ - Yes (If Yes, continue to SECTION 4 and complete an "HSP Good Faith Effort - Method A (Attachment A)" for each of the subcontracting opportunities you listed.) ❑ - No (If No, continue to Item d, of this SECTION.) d. Check the appropriate box (Yes or No) that indicates whether the aggregate expected percentage of the contract you will subcontract with Texas certified HUBs with which you do not have a continuous contract" in place with for more than five (5) years, meets or exceeds the HUB goal the contracting agency identified on page 1 in the "Agency Special Instructions/Additional Requirements." ❑ Yes (If Yes, continue to SECTION 4 and complete an "HSP Good Faith Effort - Method A (Attachment A)" for each of the subcontracting opportunities you listed.) ❑ No (If No, continue to SECTION 4 and complete an "HSP Good Faith Effort - Method B (Attachment B)" for each of the subcontracting opportunities you listed.) "Continuous Contract: Any existing written agreement (including any renewals that are exercised) between a prime contractor and a HUB vendor, where the HUB vendor provides the prime contractor with goods or service under the same contract for a specified period of time. The frequency the HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuous. Two or more contracts that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather than renewals or extensions to the original contract. In such situations the prime contractor and HUB vendor are entering (have entered) into "new" contracts. DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Rev. 10/16 Enter your company's name here: Requisition #: RESPONDENT's SUBCONTRACTING INTENTIONS (CONTINUATION SHEET) This page can be used as a continuation sheet to the HSP Form's page 2, Section 2, Item b. Continue listing the portions of work (subcontracting opportunities) you will subcontract. Also, based on the total value of the contract, identify the percentages of the contract you expect to award to Texas certified HUBs, and the percentage of the contract you expect to award to vendors that are not a Texas certified HUB (i.e., Non -HUB). Item # Subcontracting Opportunity Description HUBs Non-HUBs Percentage of the contract expected to be subcontracted to HUBs with which you do not have a continuous contract* in place for more than five (5) years. Percentage of the contract expected to be subcontracted to HUBs with which you have a continuous contract* in place for more than five (5)years. Percentage of the contract expected to be subcontracted to non-HUBs. 16 % % % 17 % % % 18 % % % 19 % % % 20 % % % 21 % % % 22 % % % 23 % % % 24 % % % 25 % % % 26 % % % 27 % % % 28 % % % 29 % % % 30 % % % 31 % % % 32 % % % 33 % % % 34 % % % 35 % % % 36 % % % 37 % % % 38 % % % 39 % % % 40 % % % 41 % % % 42 % % % 43 % % % Aggregate percentages of the contract expected to be subcontracted: % % % *Continuous Contract: Any existing written agreement (including any renewals that are exercised) between a prime contractor and a HUB vendor, where the HUB vendor provides the prime contractor with goods or service under the same contract for a specified period of time. The frequency the HUB vendor is utilized or paid during the term of the contract is not relevant to whether the contract is considered continuous. Two or more contracts that run concurrently or overlap one another for different periods of time are considered by CPA to be individual contracts rather than renewals or extensions to the original contract. In such situations the prime contractor and HUB vendor are entering (have entered) into "new" contracts. HSP — SECTION 2 (Continuation Sheet) DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Rev. 10/16 Enter your company's name here: Requisition #: SELF PERFORMING JUSTIFICATION (If you responded "No" to SECTION 2, Item a, you must complete this SECTION and continue to SECTION 4.) If YOU responded "No" to SECTION 2, Item a, in the space provided below explain how your company will perform the entire contract with its own employees, supplies, materials and/or equipment. AFFIRMATION As evidenced by my signature below, I affirm that I am an authorized representative of the respondent listed in SECTION 1, and that the information and supporting documentation submitted with the HSP is true and correct. If subcontracting opportunities are later identified and utilized by Respondent, Respondent understands and agrees that, if awarded any portion of the requisition: • The respondent will provide notice as soon as practical to all the subcontractors (HUBS and Non-HUBs) of their selection as a subcontractor for the awarded contract. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract, the contract award number, the subcontracting opportunity they (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten (10) working days after the contract is awarded. • The respondent must submit monthly compliance reports (Prime Contractor Progress Assessment Report — PAR) to the contracting agency, verifying its compliance with the HSP, including the use of and expenditures made to its subcontractors (HUBS and Non-HUBs). (The PAR is available at https://www. com ptro I ler.texas.gov/pu rchasi nq/docs/hub-forms/P roq ressAssessmentReportForm.xl s). • The respondent must seek approval from the contracting agency prior to making any modifications to its HSP, including the hiring of additional or different subcontractors and the termination of a subcontractor the respondent identified in its HSP. If the HSP is modified without the contracting agency's prior approval, respondent may be subject to any and all enforcement remedies available under the contract or otherwise available by law, up to and including debarment from all state contracting. • The respondent must, upon request, allow the contracting agency to perform on -site reviews of the company's headquarters and/or work -site where services are being performed and must provide documentation regarding staffing and other resources. Signature Printed Name Title Date (mmlddlyyyy) Reminder: If you responded "Yes" to SECTION 2, Items c or d, you must complete an "HSP Good Faith Effort - Method A (Attachment A)" for each of the subcontracting opportunities you listed in SECTION 2, Item b. If you responded "No" SECTION 2, Items c and d, you must complete an "HSP Good Faith Effort - Method B (Attachment B)" for each of the subcontracting opportunities you listed in SECTION 2, Item b. DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE HSP Good Faith Effort -Method A (Attachment A) Rev. 10/16 Enter your company's name here: Requisition #: IMPORTANT: If you responded "Ye§' to SECTION 2, Items c or d of the completed HSP form, you must submit a completed "HSP Good Faith Effort - Method A (Attachment A)" for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form. You may photo -copy this page or download the form at httos:///www.comptroller.texas.gov/purchasing/docs/hub-forms/hub-sbcont-plan-gfe-achm-a.pdf • SUBCONTRACTING OPPORTUNITY Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP form for which you are completing the attachment. Item Number: Description: SUBCONTRACTOR SELECTION List the subcontractor(s) you selected to perform the subcontracting opportunity you listed above in SECTION A-1. Also identify whether they are a Texas certified HUB and their Texas Vendor Identification (VID) Number or federal Employer Identification Number (EIN), the approximate dollar value of the work to be subcontracted, and the expected percentage of work to be subcontracted. When searching for Texas certified HUBS and verifying their HUB status, ensure that you use the State of Texas' Centralized Master Bidders List (CMBL) - Historically Underutilized Business (HUB) Directory Search located at http://mycpa.cpa.alate.tx.us/tpasscmblsearch/index.jsp. HUB status code "A" signifies that the company is a Texas certified HUB. Company Name Texas certified HUB Texas VID or federal EIN Do not enter social security Numbers. If you do not know their VID / EIN, leave their VID / EIN field blank. Approximate Dollar Amount Expected Percentage of Contract ❑ - Yes ❑ No $ % ❑-Yes No $ % ❑ Yes ❑ No $ % ❑-Yes ❑-No $ % ❑ - Yes ❑- No $ % ❑ - Yes ❑- No $ % ❑- Yes ❑-No $ % ❑ - Yes ❑- No $ % ❑ - Yes No $ % ❑ - Yes ❑- No $ % ❑ - Yes ❑- No $ % ❑ - Yes ❑ No $ % ❑ - Yes ❑ No $ % ❑ - Yes ❑- No $ % ❑ - Yes ❑- No $ % ❑ - Yes ❑- No $ % ❑ - Yes ❑ No $ % ❑ - Yes ❑- No $ % ❑ - Yes ❑- No $ % ❑ - Yes ❑- No $ % ❑-Yes El- No $ % ❑ - Yes ❑- No $ % ❑ - Yes ❑- No $ % REMINDER: As specified in SECTION 4 of the completed HSP form, if you (respondent) are awarded any portion of the requisition, you are required to provide notice as soon as practical to all the subcontractors (HUBS and Non-HUBs) of their selection as a subcontractor. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract, the contract award number, the subcontracting opportunity they (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten (10) working days after the contract is awarded. Page 1 of 1 (Attachment A) DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE HSP Good Faith Effort - Method B (Attachment B) Rev. 10/16 Enter your company's name here: Requisition #: IMPORTANT. If you responded "No" to SECTION 2, Items c and d of the completed HSP form, you must submit a completed "HSP Good Faith Effort - Method B (Attachment B)" for each of the subcontracting opportunities you listed in SECTION 2, Item b of the completed HSP form. You may photo -copy this page or download the form at https://www.comptroIler.texas.gov/purchasing/docs/hub-forms/hub-sbcont-plan-qfe-achm-b.pdf.. MIUSTM SUBCONTRACTING OPPORTUNITY Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP form for which you are completing the attachment. Item Number: Description: • MENTOR PROTEGE PROGRAM If respondent is participating as a Mentor in a State of Texas Mentor Protege Program, submitting its Protege (Protege must be a State of Texas certified HUB) as a subcontractor to perform the subcontracting opportunity listed in SECTION B-1, constitutes a good faith effort to subcontract with a Texas certified HUB towards that specific portion of work. Check the appropriate box (Yes or No) that indicates whether you will be subcontracting the portion of work you listed in SECTION B-1 to your Protege ❑ - Yes (If Yes, continue to SECTION B-4.) ❑ - No / Not Applicable (If No or NofAppiicabie, continue to SECTION B-3 and SECTION B-4.) 1.19019191011,7-M NOTIFICATION OF SUBCONTRACTING OPPORTUNITY When completing this section you MUST comply with items a, b, c and d, thereby demonstrating your Good Faith Effort of having notified Texas certified HUBS and trade organizations or development centers about the subcontracting opportunity you listed in SECTION B-1. Your notice should include the scope of work, information regarding the location to review plans and specifications, bonding and insurance requirements, required qualifications, and identify a contact person. When sending notice of your subcontracting opportunity, you are encouraged to use the attached HUB Subcontracting Opportunity Notice form, which is also available online at https://www.comptrolIer.texas.ciov/purchasing/docs/hub-forms/HUBSubcontracting0pportunityNotificationForm.pdf. Retain supporting documentation (i.e., certified letter, fax, e-mail) demonstrating evidence of your good faith effort to notify the Texas certified HUBs and trade organizations or development centers. Also, be mindful that a working day is considered a normal business day of a state agency, not including weekends, federal or state holidays, or days the agency is declared closed by its executive officer. The initial day the subcontracting opportunity notice is sentlprovided to the HUBs and to the trade organizations or development centers is considered to be "day zero" and does not count as one of the seven (7) working days. a• Provide written notification of the subcontracting opportunity you listed in SECTION B-1, to three (3) or more Texas certified HUBS. Unless the contracting agency specified a different time period, you must allow the HUBs at least seven a working days to respond to the notice prior to you submitting your bid response to the contracting agency. When searching for Texas certified HUBs and verifying their HUB status, ensure that you use the State of Texas' Centralized Master Bidders List (CMBL) - Historically Underutilized Business (HUB) Directory Search located at http://mycpa.cpa.state.tx.us/tpasscmblsearch/index.iss . HUB status code "A" signifies that the company is a Texas certified HUB. b. List the three 3 Texas certified HUBs you notified regarding the subcontracting opportunity you listed in SECTION B-1. Include the company's Texas Vendor Identification (VID) Number, the date you sent notice to that company, and indicate whether it was responsive or non -responsive to your subcontracting opportunity notice. Company Name Texas VID (Do not enter Social Security Numbers.) Date Notice Sent (mm/dd/yyyy) Did the HUB Respond? ❑ -Yes ❑ - No ❑ -yes ❑ - No ❑ -Yes ❑ - No c. Provide written notification of the subcontracting opportunity you listed in SECTION B-1 to two 2 or more trade organizations or development centers in Texas to assist in identifying potential HUBs by disseminating the subcontracting opportunity to their members/participants. Unless the contracting agency specified a different time period, you must provide your subcontracting opportunity notice to trade organizations or development centers at least seven U working days prior to submitting your bid response to the contracting agency. A list of trade organizations and development centers that have expressed an interest in receiving notices of subcontracting opportunities is available on the Statewide HUB Program's webpage at httos://www.comptrolIer.texas.gov/purchasing/vendor/hub/resources.phhp. d. List two 2 trade organizations or development centers you notified regarding the subcontracting opportunity you listed in SECTION B-1. Include the date when you sent notice to it and indicate if it accepted or rejected your notice. Trade Organizations or Development Centers Date Notice Sent Was the Notice Accepted? (mmmmyyyy) ❑ - Yes ❑ No ❑ -Yes ❑ - No Page 1 of 2 (Attachment B) DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE HSP Good Faith Effort - Method B (Attachment B) Conti Rev.10/16 Enter your company's name here: Requisition #: • SUBCONTRACTOR SELECTION Enter the item number and description of the subcontracting opportunity you listed in SECTION 2, Item b, of the completed HSP form for which you are completing the attachment. a. Enter the item number and description of the subcontracting opportunity for which you are completing this Attachment B continuation page. Item Number: Description: b. List the subcontractor(s) you selected to perform the subcontracting opportunity you listed in SECTION B-1. Also identify whether they are a Texas certified HUB and their Texas Vendor Identification (VID) Number or federal Emplioyer Identification Number (EIN), the approximate dollar value of the work to be subcontracted, and the expected percentage of work to be subcontracted. When searching for Texas certified HUBs and verifying their HUB status, ensure that you use the State of Texas' Centralized Master Bidders List (CMBL) - Historically Underutilized Business (HUB) Directory Search located at http.//mycpa.cpa.state.tx.us/tpasscmblsearch/index.isp. HUB status code "A" signifies that the company is a Texas certified HUB. Company Name Texas certified HUB Texas VID or federal EIN Do not enter social security Numbers. If you do not know their VID / EIN, their VID / EIN field blank. Approximate Dollar Amount Expected Percentage of Contractleave ❑ - Yes ❑ - No $ % ❑-Yes ❑ - No $ % ❑-Yes ❑- No $ % ❑ - Yes ❑- No $ % ❑ - Yes ❑- No $ % ❑-Yes No $ % ❑-Yes No $ % ❑ - Yes ❑ - No $ % ❑- Yes ❑ - No $ % ❑ Yes ❑ - No $ % c. If any of the subcontractors you have selected to perform the subcontracting opportunity you listed in SECTION B-1 is not a Texas certified HUB, provide written justification for your selection process (attach additional page if necessary): REMINDER: As specified in SECTION 4 of the completed HSP form, if you (respondent) are awarded any portion of the requisition, you are required to provide notice as soon as practical to all the subcontractors (HUBs and Non-HUBs) of their selection as a subcontractor. The notice must specify at a minimum the contracting agency's name and its point of contact for the contract, the contract award number, the subcontracting opportunity it (the subcontractor) will perform, the approximate dollar value of the subcontracting opportunity and the expected percentage of the total contract that the subcontracting opportunity represents. A copy of the notice required by this section must also be provided to the contracting agency's point of contact for the contract no later than ten (10) working days after the contract is awarded. Page 2of2 (Attachment B) DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Rev. 10/16 HUB Subcontracting Opportunity Notification Form In accordance with Texas Gov't Code, Chapter 2161, each state agency that considers entering into a contract with an expected value of $100,000 or more shall, before the agency solicits bids, proposals, offers, or other applicable expressions of interest, determine whether subcontracting opportunities are probable under the contract. The state agency I have identified below in Section B has determined that subcontracting opportunities are probable under the requisition to which my company will be responding. 34 Texas Administrative Code, §20.14 requires all respondents (prime contractors) bidding on the contract to provide notice of each of their subcontracting opportunities to at least three 3 Texas certified HUBs (who work within the respective industry applicable to the subcontracting opportunity), and allow the HUBs at least seven (7) working days to respond to the notice prior to the respondent submitting its bid response to the contracting agency. In addition, at least seven (7) working days prior to submitting its bid response to the contracting agency, the respondent must provide notice of each of its subcontracting opportunities to two 2 or more trade organizations or development centers (in Texas) that serves members of groups (i.e., Asian Pacific American, Black American, Hispanic American, Native American, Woman, Service Disabled Veteran) identified in Texas Administrative Code, §20.11(19)(C). We respectfully request that vendors interested in bidding on the subcontracting opportunity scope of work identified in Section C, Item 2, reply no later than the date and time identified in Section C, Item 1. Submit your response to the point -of -contact referenced in Section A. � ' PRIME CONTRACTOR'S INFORMATION Company Name: State of Texas VID #: Point -of -Contact: Phone #: E-mail Address: Fax #: • = CONTRACTING STATE AGENCY AND REQUISITION INFORMATION Agency Name: Point -of -Contact: Phone #: Requisition #: Bid Open Date: (mmlddlyyyy) SUBCONTRACTING OPPORTUNITY RESPONSE DUE DATE, DESCRIPTION, REQUIREMENTS AND RELATED INFORMATION 1. Potential Subcontractor's Bid Response Due Date: If you would like for our company to consider your company's bid for the subcontracting opportunity identified below in Item 2, we must receive your bid response no later than on Central Time Date (mmlddlyyyy) In accordance with 34 TAC §20.14, each notice of subcontracting opportunity shall be provided to at least three (3) Texas certified HUBs, and allow the HUBs at least seven (7) working days to respond to the notice prior to submitting our bid response to the contracting agency. In addition, at least seven (7) working days prior to us submitting our bid response to the contracting agency, we must provide notice of each of our subcontracting opportunities to two (2) or more trade organizations or development centers (in Texas) that serves members of groups (i.e., Asian Pacific American, Black American, Hispanic American, Native American, Woman, Service Disabled Veteran) identified in Texas Administrative Code, §20.11(19)(C). (A working day is considered a normal business day of a state agency, not including weekends, federal or state holidays, or days the agency is declared closed by its executive officer. The initial day the subcontracting opportunity notice is sent/provided to the HUBs and to the trade organizations or development centers is considered to be "day zero" and does not count as one of the seven (7) working days.) 2. Subcontracting Opportunity Scope of Work: 3. Required Qualifications: Not Applicable 4. Bondingllnsurance Requirements: ❑ Not Applicable 5. Location to review plans/specifications: ❑ Not Applicable DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE West is the foremost provider of integrated information solutions to the U.S. legal market. West has been providing legal, government, law enforcement, and information professionals with the highest -quality legal, news, business, public records, and law enforcement information, and the most innovative technology solutions and tools to manage them, for more than 140 years. Pursuant to the RFO, West's Contract may be extended to allow non -state Texas agencies and other states and government jurisdictions (collectively referred to in this proposal as "Other Authorized Entities") to purchase under the Contract, subject to approval by DIR and West (see page 11). Complete product and pricing details are provided in the following pages. West CALIR Offerings Summary Recognizing that Texas state and local agencies have diverse and unique online information research and solutions needs, West offers several options and packages, thus providing Texas state and local agencies with flexibility to pick and choose the option and/or package that is best suited to their specific end users' needs. West's Contract provides for three (3) different pricing options: Option 1—Legal Research. This option provides Texas agencies the ability to pick and choose from two (2) commonly requested legal research packages (Options 1A — 113). These options also are consistent with the core legal research options offered under the existing CCG Contract. In addition, agencies may supplement these legal research packages by choosing additional content from a select list of optional separately priced add -on libraries. Option 2—Investigative Research. This option provides access to comprehensive public records, publicly available information, and proprietary data for investigative purposes. Thomson Reuters CLEAR helps law enforcement and agencies locate people faster, conduct due diligence more efficiently, and save valuable time and resources during investigations. ■ Option 3—Custom Packages. The custom packages offered as part of this option recognize that Texas agencies may have diverse and unique needs that cannot be met by the pre -packaged content sets provided by West's Options 1— 2. These custom packages provide maximum flexibility to purchase custom packages of legal and/or investigative online information that are specifically tailored to the unique research needs of individual agencies and end users. In addition, West offers other similar products that might be of interest to DIR, such as legal drafting, practical law/legal know-how, print, case management, court management, continuing legal education (CLE), e-discovery, legal practice, and matter management. PRICING West's content offerings provide Texas state and local agencies with cost-effective pricing for access to an extensive variety of packages of online information and functionality that assist users in their research. Given the extensive variety of options and packages available, it may be helpful to speak to a West representative who is specifically trained to help assess your agency's unique needs. To discuss content and price options best suited to your agency's needs, please contact your West government sales representative. AGENCY ORDERING INSTRUCTIONS Texas state and local agencies may purchase products off the Contract by contacting their West government representative and completing the applicable West Order Form with the content/pricing option selected by the agency. Note that all POs must reference the Contract number. West Publishing Corporation (cl/b/a West, a Thomson Reuters business) Page 1 THOMSON REUTERS CALIR SERVICES I DIR CONTRACT No. DIR-LGL-CALIR-02 • . Appendix C Pricing Index May 2017 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES — DIR CONTRACT NO. DIR-LGL-CALIR-02 OPTION 1-LEGAL RESEARCH (PER PASSWORD) This option provides Texas purchasing agencies the ability to pick and choose from two (2) commonly requested legal research packages (Options 1A— 113): ■ Option 1A—Texas Core Resources with News Databases ■ Option 113—AII State and Federal Resources with News Databases Note that these options are consistent with the core options offered under the existing CCG CALIR Contract (State Agency Options A and C, as well as Local Agency Options A and C). Texas state and local agencies that are currently accessing this content under the existing Contract will experience a seamless migration/transition process, should they decide to continue their current level of services. Agencies may supplement these core legal research packages by choosing additional content from a select list of optional separately priced add -on libraries, including the following: ■ All Analytical Library ■ Texas Analytical Library ■ American Law Reports (ALR) Library 0 Texas Employment Practitioner Core Library ■ American Jurisprudence (AMJUR) Library ■ Texas Criminal Secondary Library ■ Corpus Juris Secundum (CJS) Library 0 Texas Family Law Core Library ■ Law Reviews and Journals Library ■ Texas Pleadings, Motions, and Memoranda Library ■ Municipal Practitioner Core Library ■ Texas Briefs Plus Library ■ Criminal Expert Resources ■ Texas Graphical Bundle —Graphical Statutes, PastStat ■ Regulations with Editorial Enhancements Locator, and Legislative History Library (formerly RegulationsPlus) ■ PeopleMap Premier ■ Texas Form Finder Pricing and descriptions of the content included for Options 1A-1B and the optional add-ons are provided in the following pages. West Publishing Corporation (cl/b/a West, a Thomson Reuters business) THOMSON REUTERS- CALIR SERVICES I DIR CONTRACT No. DIR-LGL-CALIR-02 •. Appendix C Pricing Index Page 2 May 2017 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES — DIR CONTRACT NO. DIR-LGL-CALIR-02 LEGAL RESEARCH OPTION 1A—TEXAS CORE LEGAL RESOURCES WITH NEWS DATABASES This option provides access to core Texas primary and analytical resources, as well as news databases. Included Content: Fixed Monthly Charge: # of Users ■ Texas Primary Law Library ■ Texas Practice Series Library ■ Texas Practice Guide Library Monthly Per User Per Agency Location Initial Term* Year 1 Pricing Year 2 ■ Texas Jurisprudence Library ■ Employment Regulations Suite ■ U.S. News Library Year 3 Year 4 Option Year 5 Option Year 6 1-25 $47 $47 $49 $52 $54 $57 $60 26-50 $45 $45 $47 $49 $52 $54 $57 51-100 $42 $42 $45 $47 $49 $52 $54 101-150 1 $40 $40 1 $42 $44 $47 $49 $51 151-200 $38 $38 $40 $42 $44 $47 $49 201 + $36 $36 $38 $40 $42 $44 $46 *Initial Term is included to cover that term from contract execution through August 31, 2017. Each subsequent year will begin September 1, in alignment with the Texas fiscal calendar. Cost of services during Initial Term and Year 1 is flat. Note: Purchasing agencies with 1,000+ users may choose to contact West directly for custom pricing. PACKAGE DESCRIPTION Following are brief descriptions of the content, features, and services included in Option 1A. Content Texas Primary Law —Texas -specific materials, as well as federal resources concerning Texas. This library includes Texas cases, annotated statutes, administrative code, and court rules. Federal resources include federal district and circuit court decisions originating in Texas, all Supreme Court decisions, and the United States Code Annotated (USCA). Texas Practice Series Library —Comprehensive reference set for Texas attorneys. Includes reference titles covering laws and rules on real property and evidence, as well as other titles such as The Jury Charge for Texas Civil Litigation and County and Special District Law. Texas Practice Guide Library —Coverage of essential Texas practice areas with direct links to Texas Jurisprudence 3d, West's Texas Digest, Vernon's Texas Statutes and Codes Annotated and South Western Reporter 2d. Features and Services ✓ Training (Initial and on -going at no additional charge) ✓ Service availability (24/7/365) ✓ Technical support (24/7/365) ✓ Research assistance (24/7/365) ✓ Unlimited access/usage of included content ✓ Unlimited download, email, print of included content ✓ Editorial Enhancements ✓ Online full -service citator and citation verification service (KeyCite, WestCheck) Texas Jurisprudence Library —Full text of Texas Jurisprudence, 3d. Employment Regulations Suite —Texas State Office of Administrative Hearings Decisions, as well as administrative decisions and guidance documents from all 50 states. It provides a one -stop source for efficient regulatory research on employment, whether users are advising on overtime, workers' compensation, employee drug testing, or other areas of employment law. U.S. News Library —Thousands of news and business information sources that offer reliable, comprehensive, and current and archival information from the United States. Sources include: newspapers, wires, news magazines, television and radio transcripts, financial news, business publications, and industry publications. ✓ Research tools (Research Recommendations, Westlaw Answers, Snapshots) ✓ Analytical and organizational tools (Folder Analysis, Research Report, Custom Pages) ✓ Alerts* and Current Awareness services (KeyCite Alert, WestClip) *[Excludes daily and continuous alerts.] ✓ Online account management tools (My Account, QuickView+) ✓ Mobile access West Publishing Corporation (d/b/a West, a Thomson Reuters business) THOMSON REUTERS- CALIR SERVICES I DIR CONTRACT No. DIR-LGL-CALIR-02 •. Appendix C Pricing Index Page 3 May 2017 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES — DIR CONTRACT NO. DIR-LGL-CALIR-02 LEGAL RESEARCH OPTION 113-ALL STATE AND FEDERAL RESOURCES WITH NEWS DATABASES This option provides access to an expanded collection of primary and analytical resources, including all state and federal, as well news databases. Included Content: ■ All Primary Law Library ■ American Jurisprudence (AMJUR) Library ■ Texas Practice Series Library ■ Employment Regulations Suite • Texas Practice Guide Library ■ Regulations with Editorial Enhancements ■ Texas Jurisprudence Library ■ U.S. News Library ■ Federal Practice and Procedure Library Monthly Charge: # of Users Monthly Per User Per AgencyFixed Initial Term* Year 1 Year 2 Year 3 Year 4 Option Year 5 Option Year 6 1-25 $77 $77 $81 $85 $89 $94 $98 26-50 $73 $73 $77 $81 $85 $89 $93 51-100 $69 $69 $73 $77 $80 $84 $89 101-150 $66 $66 $69 $73 $76 $80 $84 151-200 $63 $63 $66 $69 $73 $76 $80 201 + $60 $60 $63 $66 $69 $72 $76 *Initial Term is included to cover that term from contract execution through August 31, 2017. Each subsequent year will begin September 1, in alignment with the Texas fiscal calendar. Cost of services during Initial Term and Year 1 is flat. Note: Purchasing agencies with 1,000+ users may choose to contact West directly for custom pricing. PACKAGE DESCRIPTION Following are brief descriptions of the content, features, and services included in Option 16. Content All Primary Law Library —Federal and state case law, administrative decisions, 50 state statutes (including United States Code Annotated), and administrative rules and regulations. Texas Practice Series Library —Comprehensive reference set for Texas attorneys, covering laws and rules on real property and evidence, as well as other titles such as The Jury Charge for Texas Civil Litigation and County and Special District Law. Texas Practice Guide Library —Coverage of essential Texas practice areas with direct links to Texas Jurisprudence 3d, West's Texas Digest, Vernon's Texas Statutes and Codes Annotated and South Western Reporter 2d. Texas Jurisprudence Library —Full text of Texas Jurisprudence, 3d. American Jurisprudence (AMJUR) Library —Full text of AMJUR 2d, which provides authoritative answers to any aspect of civil, criminal, substantive, and procedural law. Cases, statutes, and regulations from all 50 states and federal courts are researched and analyzed to create Am Jur articles. All Federal Practice and Procedure Library —Definitive treatise on practicing law in the federal courts. Features and Services ✓ Training (Initial and on -going at no additional charge) ✓ Service availability (24/7/365) ✓ Technical support (24/7/365) ✓ Research assistance (24/7/365) ✓ Unlimited access/usage of included content ✓ Unlimited download, email, print of included content ✓ Editorial Enhancements ✓ Online full -service citator and citation verification service (KeyCite, WestCheck) Employment Regulations Suite —Texas State Office of Administrative Hearings Decisions, as well as administrative decisions and guidance documents from all 50 states. It provides a one -stop source for efficient regulatory research on employment, whether users are advising on overtime, workers' compensation, employee drug testing, or other areas of employment law. Regulations with Editorial Enhancements (formerly RegulationsPlus)—Federal regulatory research system that helps researchers stay fully informed on regulatory issues with editorial summaries of case law decisions, notification tools, version history, and citing references. U.S. News Library —Thousands of news and business information sources that offer reliable, comprehensive, and current and archival information from the United States. Sources include: newspapers, wires, news magazines, television and radio transcripts, financial news, business publications, and industry publications. ✓ Research tools (Research Recommendations, Westlaw Answers, Snapshots) ✓ Analytical and organizational tools (Folder Analysis, Research Report, Custom Pages) ✓ Alerts and Current Awareness services (KeyCite Alert, WestClip) *[Excludes daily and continuous alerts.] ✓ Online account management tools (My Account, QuickView+) ✓ Mobile access West Publishing Corporation (d/b/a West, a Thomson Reuters business) THOMSON REUTERS- CALIR SERVICES I DIR CONTRACT No. DIR-LGL-CALIR-02 •. Appendix C Pricing Index Page 4 May 2017 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES — DIR CONTRACT NO. DIR-LGL-CALIR-02 LEGAL RESEARCH OPTION 1—OPTIONAL ADD -ON CONTENT If an agency selects an Option 1 Legal Research package (1A —1B), the following optional separately priced add - on libraries are available. For any add-ons selected by the agency, the corresponding monthly per -user charge will be added to the Legal Research package charge. ..Location Library Name Initial Term Year 1 Year 2 Year 3 Year 4 Opt. Yr. 5 Opt. Yr. 6 All Analytical Library $19 $19 $20 $21 $22 $23 $24 American Law Reports (ALR) Library $11 $11 $12 $12 $13 $13 $14 American Jurisprudence (AMJUR) Library $11 $11 $12 $12 $13 $13 $14 Corpus Juris Secundum (CJS) Library $11 $11 $12 $12 $13 $13 $14 Law Reviews and Journals Library $4 $4 $4 $4 $5 $5 $5 Municipal Practitioner Core Library $11 $11 $12 $12 $13 $13 $14 Criminal Expert Resources $13 $13 $14 $14 $15 $16 $17 Regulations with Editorial Enhancements $8 $8 $8 $9 $9 $10 $10 PeopleMap Premier $75 $75 $79 $83 $87 $91 $96 Texas Analytical Library $13 $13 $14 $14 $15 $16 $17 Texas Employment Practitioner Core Library $15 $15 $16 $17 $17 $18 $19 Texas Criminal Secondary Library $12 $12 $13 $13 $14 $15 $15 Texas Family Law Core Library $11 $11 $12 $12 $13 $13 $14 Texas Pleadings, Motions, and Memoranda Library $15 $15 $16 $17 $17 $18 $19 Texas Briefs Plus Library $21 $21 $22 $23 $24 $26 $27 Texas Graphical Bundle —Graphical Statutes, PastStat Locator, and Legislative History Library $21 $21 $22 $23 $24 $26 $27 Texas Form Finder $11 $11 $12 $12 $13 $13 $14 'Initial Term is included to cover that term from contract execution through August 31, 2017. Each subsequent year will begin September 1, in alignment with the Texas fiscal calendar. Cost of services during Initial Term and Year 1 is flat. PACKAGE DESCRIPTION Content Please see following page for brief descriptions of the content available as optional add-ons to Options 1A and 113. Features and Services ✓ Training (Initial and on -going at no additional charge) ✓ Service availability (24/7/365) ✓ Technical support (24/7/365) ✓ Research assistance (24/7/365) ✓ Unlimited access/usage of included content ✓ Download, email, print of included content ✓ Editorial Enhancements ✓ Online full -service citator and citation verification service (KeyCite, WestCheck) ✓ Research tools (Research Recommendations, Westlaw Answers, Snapshots) ✓ Analytical and organizational tools (Folder Analysis, Research Report, Custom Pages) ✓ Alerts and Current Awareness services (KeyCite Alert, WestClip) *[Excludes daily and continuous alerts.] ✓ Online account management tools (My Account, QuickView+) ✓ Mobile access West Publishing Corporation (d/b/a West, a Thomson Reuters business) THOMSON REUTERS- CALIR SERVICES l DIR CONTRACT No. DIR-LGL-CALIR-02 •. Appendix C Pricing Index Page 5 May 2017 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES — DIR CONTRACT NO. DIR-LGL-CALIR-02 LEGAL RESEARCH OPTION 1-OPTIONAL ADD -ON CONTENT Following are brief descriptions of the content available as optional add -on to Options 1A — 113. Content Descriptions All Analytical Library —Combines expert legal analysis with forms, jury instructions, and more. Includes ALR, All AMJUR, Restatements of the Law, Federal Practice and Procedure, Causes of Action, Forms, Jury Instructions, and Law Reviews and Journals. American Law Reports (ALR) Library —Leading case -finding tool in America. It is a continuing series of articles that collect and analyze every court case decided on a particular point of law. Contains full text of First, Second, Third, Fourth, Fifth, Sixth, and Federal Series. American Jurisprudence (AMJUR) Library —Full text of AMJUR 2d, which provides authoritative answers to any aspect of civil, criminal, substantive, and procedural law. Cases, statutes, and regulations from all 50 states and federal courts are researched and analyzed to create Am Jur articles. Corpus Juris Secundum (CJS) Library—CJS helps researchers understand unfamiliar areas of law by providing links to cases, statutes, regulations, West Key Numbers, Restatements of the Law, and more. It provides quick overviews of topics with Black Letter Summaries and is also fully integrated with the West Key Number System. Law Reviews and Journals Library —Respected law reviews, law journals, and other professional legal publications. Municipal Practitioner Core Library —Legal analysis, treatises, practice guides, and forms for the municipal law practitioner. This library consolidates municipal law analytical materials on Westlaw into one collection to save researchers time. It provides access to titles such as McQuillin Municipal Law Report, Matthews Municipal Ordinances, and Zoning and Planning Law Report. Criminal Expert Resources Library —Essential resources for finding a criminal expert witness, including Expert, Attorney, and Judge Profiles; Expert Witness Curricula Vitae and Resumes; and Expert Witness Checklists. Regulations with Editorial Enhancements (formerly RegulationsPlus)—Federal regulatory research system that helps researchers stay fully informed on any regulatory issue with editorial summaries of case law decisions, notification tools, version history, citing references and more. PeopleMap Premier —comprehensive and current collection of public records and investigative information resources for locating people, assets, licenses and registrations, adverse filings, and business and corporate information. Includes advanced tools for efficient searching. Texas Analytical Library —Complete collection of Texas -related legal guides, forms and authorities on topics such as on workers compensation, personal injury and torts practice, civil rules practice and more. Texas Employment Practitioner Core Library —Essential employment law practice guides, forms, checklists, journals, and law reviews. Covers topics such as employment litigation, transactional and compliance topics. Texas Criminal Secondary Library —Secondary materials needed for those practicing in Texas courts. Includes Texas -specific jury instructions and analytical materials, jurisdictional and national practice guides, forms and checklist, news, criminal journals, law reviews, and more. Texas Family Law Core Library —Wide range of current Texas family law forms which helps users to analyze the law and evaluate legal strategy with West's respected secondary treatises and CLE materials. Texas Pleadings, Motions, and Memoranda —Selected trial pleadings, motions, and memoranda from Texas state courts. These materials provide ideas, strategies, and insight to help learn how attorneys in previous cases pled and argued similar fact situations and law. Texas Briefs Plus Library —Appellate briefs filed in Texas state courts and Federal briefs from the U.S. Court of Appeals for the Fifth Circuit and U.S. Supreme Court. Provides selected trial pleadings, motions, memoranda, and jury instructions from Texas state courts, as well as pleadings, motions, and memoranda from U.S. district and bankruptcy courts within the jurisdiction of the Fifth Circuit. Texas Graphical Bundle —Graphical Statutes, PastStat Locator, and Legislative History Library —Includes Graphical Statutes, PastStat Locator, and the Texas Legislative History Library. ■ Graphical Statutes. Illustrates the evolution of statute in an easy -to -read display that incorporates the prior, current and future versions of a statute. ■ PastStat Locator. Instant access to the statute version that was in effect on the date the legal matter actually occurred, beginning on January 1, 1999. ■ Legislative History. Journals, floor debates, reports, bill drafts, testimony, Governor's messages and votes. Texas Form Finder —Hundreds of easily searchable official forms for Texas state, local and federal courts, as well as government agencies. West Publishing Corporation (d/b/a West, a Thomson Reuters business) THOMSON REUTERS CALIR SERVICES I DIR CONTRACT NO. DIR-LGL-CALIR-02 •. Appendix C Pricing Index Page 6 May 2017 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES — DIR CONTRACT NO. DIR-LGL-CALIR-02 OPTION 2-INVESTIGATIVE RESEARCH (PER PASSWORD) This option provides access to Thomson Reuters CLEAR Investigations Basic for Texas law enforcement and for investigators in agencies and other state government offices. CLEAR Investigations Basic is an enhanced version of the previous CLEAR product West offered under the CCG Contract. It provides more content and augmented capabilities over its predecessors. CLEAR public records data provides tremendous benefit to authorized users in locating persons and assets, verifying identities, identifying businesses and business affiliations, and uncovering potentially adverse information. CLEAR provides comprehensive data sources with current and historical data, enhanced functionality, and exclusive offerings that comprise the most comprehensive investigative platform available. Under this plan, investigators and analysts in law enforcement and other government agencies will access and search CLEAR's public records data, publicly available data, and proprietary data via the CLEAR platform (available via web browser on computer or mobile device). Additional delivery modes for CLEAR data as well as other premium features and services are available via a CLEAR custom package plan (see Option 3, Custom Packages). Pricing and brief descriptions of the content, features and services included in Option 2 are provided on the following page. West Publishing Corporation (d/b/a West, a Thomson Reuters business) TMOMSOi1i REUTERs CALIRSERVICES I DIR CONTRACT No. DIR-LGL-CALIR-02 •. Appendix C Pricing Index Page 7 May 2017 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES — DIR CONTRACT NO. DIR-LGL-CALIR-02 INVESTIGATIVE RESEARCH OPTION 2-CLEAR INVESTIGATIONS BASIC 2. CLEAR Investigations Basic # of Users (Monthly Per Initial Term User Pricing) Year 1 Year 2 Year 3 Year 4 Option Year S Option Year 6 1-250 $66 $66 $69 $73 $76 $80 $84 251-500 $63 $63 $66 $69 $73 $76 $80 501-750 $60 $60 $63 $66 $69 $72 $76 751+ $57 $57 $59 $62 $66 $69 $72 *Initial Term is included to cover that term from contract execution through August 31, 2017. Each subsequent year will begin September 1, in alignment with the Texas fiscal calendar. Cost of services during Initial Term and Year 1 is flat. Pricing Notes: ■ Tier pricing will remain fixed for the duration of the year. Tiers are based on the total number of users within an individual option and do not aggregate across other options or states. Invoices will be generated at the location level. ■ Purchasing agencies with 1,000+ users may choose to contact West directly for custom pricing. PACKAGE DESCRIPTION Following is a brief description of the content included in Option 2. Content CLEAR Investigations Basic —Provides access to CLEAR's standard searching, reporting, and functionality. CLEAR standard search types include: Person, Business, Phone, Property, Vehicles, Watercraft, License, and Court. Also includes comprehensive Individual and Company reports, as well as more streamlined Contact and Basic reports. A dashboard provides access to tools such as Quick Analysis Flags and Address Mapping, and the Workspace feature provides link chart and mapping capabilities. (Excluded content: TransUnion credit header gateway, Vehicles gateway, Web Analytics feature.) Features and Services ✓ Training (Initial and on -going at no additional charge) ✓ Service availability (24/7/365) ✓ Technical support(24/7/365) ✓ Download, email, print of included content ✓ Analytical and organizational tools (My Workspace) ✓ Online account management tools (My Account, QuickView+) ✓ Mobile access West Publishing Corporation (d/b/a West, a Thomson Reuters business) ti THOMSON REUTERS- CALIR SERVICES I DIR CONTRACT No. DIR-LGL-CALIR-02 Appendix C Pricing Index Page 8 May 2017 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES — DIR CONTRACT NO. DIR-LGL-CALIR-02 OPTION 3-CUSTOM PACKAGES Custom packages are offered in recognition that Texas state and local agencies may have diverse and unique needs that cannot be met by the pre -packaged content sets provided by West's Options 1 and 2. These custom packages provide purchasing agencies with maximum flexibility to purchase custom packages of online legal, investigative, law enforcement, correctional, print, and other Thomson Reuters/West products and solutions that are specifically tailored to the research needs of individual agencies and end users. Offering customized packages allows an agency to enjoy the best value, in terms of both price and content. Pricing is not available under this option as the custom agency -specific pricing will be negotiated with the purchasing agency based on its research needs. Please contact your local West government representative for more information about these custom plans and to obtain your discount. West can also provide agencies with free trial access. West Publishing Corporation (cl/b/a West, a Thomson Reuters business) THOMSON REUTERS- CALIR SERVICES I DIR CONTRACT No. DIR-LGL-CALIR-02 •. Appendix C Pricing Index Page 9 May 2017 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE OTHER SIMILAR PRODUCTS OFFERED BY VENDOR In addition to our core offerings, West offers additional products that may be of interest to DIR, such as legal drafting, practical law/legal know-how, case management, court management, continuing legal education (CLE), e-discovery, legal practice, and matter management. West also offers an expansive print collection, and print discounts might be available for eligible agencies. (Please note that some of our print discount plans are not packaged with online offerings.) Please see your local West government representative for more information regarding any of these additional products. West Publishing Corporation (cl/b/a West, a Thomson Reuters business) Page 10 THOMSON REUTERS- CALIR SERVICES I DIR CONTRACT No. DIR-LGL-CALIR-02 •. Appendix C Pricing Index May 2017 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE Vendor Standard Terms and Conditions The following terms and conditions apply to purchases made under this Contract for authorized/eligible State of Texas Department of Information Resources (hereinafter "DIR") Customers. ■ Eligibility —Available only to authorized Texas state and local agencies as agreed upon by the terms of the Contract negotiated between the Texas Department of Information Resources ("DIR") and West Publishing Corporation ("West"). The following entities are eligible to purchase CALIR products and services under this Contract (Bid Package 4, Appendix A, Subsection 3(A), as amended by Exhibit A): "Customer - any Texas state agency, unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, the Electric Reliability Council of Texas, the Lower Colorado River Authority, a private school, as defined by Section 5.001, Education Code, a private or independent institution of higher education, as defined by Section 61.003, Education Code, a volunteer fire department, as defined by Section 152.001, Tax Code, and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and the state agencies and political subdivisions of other states as authorized by Section 2054.0565, Texas Government Code, subject to West's approval, and except for telecommunications services under Chapter 2170, Texas Government Code." Please note: West does not agree to allow entities as defined in Sections B-J of Bid Package 4, Appendix A, Subsection 3(B-J) to purchase products and services under this contract. The rates set forth hereunder are available only to authorized state and local government personnel accessing West products for government purposes. Pursuant to the RFO, West's contract may be extended to other non -Texas state agencies and political subdivisions of other states, subject to West's approval. ■ Agency/Purchasing Agency Locations —Each purchasing agency location must subscribe separately (for Options 1 and 2). Access is limited to the agency's personnel at that location. Purchasing agencies with multiple locations may purchase under Option 3 (Custom Packages). ■ Authorized Users —Only users authorized to use West products by the purchasing agency may access and use West products under the terms of this agreement, and such use must be solely for purposes directly related to the purchasing agency's research and work. ■ Passwords —Each user must be assigned a separate password. Passwords may only be used by the person to whom the password is issued. Sharing of passwords between or among users is STRICTLY PROHIBITED. West reserves the right to issue additional passwords to the purchasing agency and invoice the Password Rate if West learns that the product has been used by a person other than the person to whom the password has been issued. ■ Password Rates —The Monthly Charge per User under each option will NOT be prorated. Requests for passwords by new Subscribers or requests for additional passwords by current Subscribers that are processed by West by the last day of a month will be billed the entire Monthly Charge per User for each password request during such month. The Monthly Charge per User for Subscribers that elect to change from one option to another will be effective on the first day of the month following receipt and approval of the appropriate documentation by West. Included and Excluded Charges —Purchasing agencies will receive the content package as described in their West Order Form. Access to and usage of any other databases, features, and services is excluded and will be billed separately as excluded charges. The excluded content, features, and services will be charged at the applicable rates (including applicable transaction, communications, and other associated charges, if any) for each database, feature, or service accessed according to the then -current terms and conditions as set forth in West Publishing Corporation (cl/b/a West, a Thomson Reuters business) Page 11 THOMSON REUTERS CALIR SERVICES I DIR CONTRACT No. DIR-LGL-CALIR-02 Appendix C Pricing Index May 2017 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE the then -current Schedule A Plan 2 Westlaw Government Service or Schedule A Plan 2 Westlaw PRO (Westlaw), or the then -current CLEAR Services Schedule A (CLEAR). 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 to West, or if the databases, features, and services are enhanced or released after the effective date of any contract awarded to West pursuant to this Response. Purchasing entities will receive online notification and may have the option to change plans or terminate if a material change is made. ■ CLEAR Usage —West's proposal allows for CLEAR usage up to ten times the proposed fixed-rate guarantee. (Usage will be calculated using then -current retail rates.) In the event the purchasing agency's CLEAR usage exceeds this limit during any month of the proposed contract term, West may, at its option, (1) limit the purchasing agency's access to live gateways for the remainder of the contract term, (2) request that the parties enter into good faith negotiations for an adjusted fixed rate, or (3) terminate the contract (after providing ten days written notice to the purchasing agency). New Databases, Features, Services, and Platforms —West reserves the right to charge for any new databases, features, services, or platforms released during the term of this contract (whether "third -party" databases or not), and such charges may be separate from and in addition to the Fixed Monthly Charge. Such charges (if any) shall not be greater than the charges at which such databases, features, services, or platforms are made available to West's other government subscribers under West's then -current Schedule A Plan 2 Westlaw Government Service (Westlaw) or CLEAR Services Schedule A (CLEAR). If, however, any new databases, features, services, or platforms released during the term of this contract are made generally available to government subscribers as part of their fixed rate agreement, West will also make these same new databases, features, services, or platforms available to the purchasing agency at no extra cost. Ordering Documents —The attached West Order Form and license agreement (General Terms and Conditions --Thomson Reuters Legal Products and Services) provide complete details regarding West's offer. These documents will be incorporated by reference into and made part of any contract awarded to West. In addition, access to and usage of CLEAR requires completion of the then -current Account Validation and Certification (AVC) Form. (Current copies of these documents are included in Appendix D.) ■ Contractor Information —Any contract resulting from this proposal will be with: Legal Contracting Entity: West Publishing Doing Business As (DBA): West, a Thomso Corporate Address: 610 Opperman Remittance Address: P.O. Box 6292, Federal Tax ID #: 41-1426973 DUNS #: 14-850-8286 89101 Cage Code: Corporation n Reuters business Drive, Eagan, MN 55123 Carol Stream, IL 60197-6292 ■ Ordering Instructions —Authorized purchasing agencies may purchase products off the Contract by contacting their West government representative and completing the applicable West Order Form and any necessary credentialing documents, and attaching the applicable West Order Form with the content/pricing option selected by the purchasing agency. Note that all Order Forms must reference the State Contract number and the Option(s) selected. Signature Requirements— The applicable Order Form and any related documentation must be signed by an authorized representative. In lieu of a signed Order Form, an agency must submit a Purchase Order that contains the following incorporating clause: "This Purchase Order incorporates the attached West Order Form made pursuant to the DIR Contract No. DIR-LGL-CALIR-02." West Publishing Corporation (d/b/a West, a Thomson Reuters business) Page 12 THOMSON REUTERS- CALIR SERVICES I DIR CONTRACT No. DIR-LGL-CALIR-02 Appendix C Pricing Index May 2017 DocuSign Envelope ID: A45EA902-8231-48EB-98F9-9FBDA77DC9CE ■ Order Processing —Orders will be processed as follows: — Options 1 and 2: Service will begin 5-7 days following receipt of a fully executed, clean, and process -able West Order Form, and after any necessary credentialing has been completed. — Option 3: Service will begin the first day of the first month following receipt of the fully executed West Order Form and after any necessary credentialing has been completed, provided adequate time is available for implementing the contract. In general, to implement a contract, West must receive the fully executed, applicable West Order Form no later than five business days prior to the end of the month preceding the start of service. Orders received that do not follow these guidelines will not be accepted or will delay processing. ■ Survivability —At the time of expiration or cancellation of the Contract, any existing multi -year agreement between West and a purchasing agency will remain in effect and continue to exist under the terms and conditions of the Contract, including payment for services, until the term expires as set forth in the multi -year agreement. SOFTWARE LICENSE AGREEMENTS AND SAMPLE ORDERING DOCUMENTS Copies of West's software license agreements and ordering documents/forms are part of Appendix D. West Publishing Corporation (cl/b/a West, a Thomson Reuters business) Page 13 THOMSON REUTERS- CALIR SERVICES I DIR CONTRACT No. DIR-LGL-CALIR-02 •. Appendix C Pricing Index May 2017 Appendix D DIR Contract #DIR-LGL-CALIR-02 Software License Agreement and SOD GENERAL TERMS AND CONDITIONS DOCUMENT 1 THOMSON REUTERS Thomson Reuters Leal Products and Professional Services These General Terms and Conditions govern your use of the Thomson Reuters Legal information products, software products which include on - premise software and hosted software, and professional services in the Thomson Reuters ordering document. "We", "our", "Thomson Reuters" and "Thomson Reuters Legal' means West Publishing Corporation and our affiliates; "you" and "your" means the Subscriber identified in the ordering document. The ordering document identifies the Thomson Reuters products and professional services, the quantities, charges and other details of your order. The ordering document also refers to documents which may apply to the products or professional services you selected. The ordering document, any applicable referenced documents and these General Terms and Conditions constitute the complete agreement and supersede any prior discussions or representations regarding your order. If the terms of the ordering document are different from these General Terms and Conditions, the ordering document will have priority. Other terms and conditions you incorporate into a purchase order or similar document shall not apply. 1. License Terms. (a) We grant a non-exclusive, non -transferable, limited license to you to use the product in your ordering document in the regular course of your business. We maintain all rights of ownership to our products. Our products change from time to time. Access to certain data may be restricted. We are not providing legal advice by allowing you to use our products. Your interpretations of data are your own for which you have full responsibility. (b) On -premise software product licenses include updates (bug fixes, patches, maintenance releases) but do not include upgrades (releases or versions that include new features or additional functionality). You may use our software product in object code only. You may make copies of our software product for backup and archival purposes. The copy must include an embedded copyright or proprietary rights notice. No other copying or reproduction is allowed. You may not modify, translate or create derivative works of our software products. (c) You may quote and excerpt from our information products in your work with the appropriate cite and credit to the source. Except as provided in paragraph 1 (d), you may store data from our information products in a secure internal system in the regular course of your business. You may display our information product data internally. You completeness of information submitted to you by each applicant for registration on Form U4 or Form U5 in compliance with the requirements of FINRA Rule 3110. You may use the information products in this manner only in furtherance of written policies and procedures that are designed to achieve your compliance with FINRA Rule 3110 or as otherwise allowed by these General Terms and Conditions. 2. Third Party Providers. Our products may include data and/or software from third parties. Some third party providers require us to pass additional terms through to you. The third party providers change their additional terms occasionally and new third party providers are added from time to time. To see the current third party additional terms for Westlaw and CLEAR information products go to http://le2alsolutions.com/westlaw-additional-terms and hftp://le2alsolutions.com/clear-additional-terms. 3. Regulated Data. Due to the regulated or private nature of some data in our information products like credit header data, motor vehicle data, driver license data and voter registration data, you may need to complete a credentialing process which will include certifying what your legally permissible use of the data will be. You agree to immediately notify us if any of the information you provided in your ordering document or during the credentialing process changes. You agree and warrant that you are the end user of this data and that you will only use it for your own internal business purposes. You also warrant that you will strictly limit the access, use and distribution of this data to uses permitted under applicable laws, rules and regulations and as permitted by the third party additional terms. You will keep the data confidential. You will use industry standard administrative, physical and technical safeguards to protect the data. You will not disclose it to anyone except as necessary to carry out your permissible use. You will immediately report any misuse, abuse or compromise of the data. You agree to cooperate with any resulting inquiry. If we reasonably believe that the data has been misused, abused or compromised, we may block access without additional notice. You are responsible for all damages caused by misuse, abuse or compromise of the data by you, your employees and any person or entity with whom you shared the data. We will be responsible for damages caused by us. may transmit our information product data electronically using a feature in the information product or print and share that information product data as necessary in the regular course of your business. Copyright notices must be retained on the transmitted or printed items. The Copyright Act (17 U.S.C.A. 107) fair use provision may allow additional uses. (d) You may not sell, sublicense, distribute, display, store or transfer our products or any data in our products in bulk or in any way that could be used to replace or substitute for our products in whole or in part or as a component of any material offered for sale, license or distribution to third parties. You may not use any means to discern the source code of our products. (e) Your access to certain products is password protected. You are responsible for assigning the passwords and maintaining password security. Sharing passwords is strictly prohibited. (0 You may not run or install any computer software or hardware on our products or network or introduce any spyware, malware, viruses, Trojan horses, backdoors or other software exploits. (g) We are not a consumer reporting agency. You may use information product data to support your own processes and decisions but you may not deny any service or access to a service to a consumer based solely upon the information product data. Examples of types of service include eligibility for credit or insurance, employment decisions and any other purpose described in the Fair Credit Reporting Act (15 U.S.C.A. 168lb). 4. Hosted Products. (a) Our hosted products are designed to protect the content you store in the hosted product. You grant us permission to use, store and process your content in accordance with applicable law. Access and use of your content by our employees and contractors will be directed by you and limited to the extent necessary to deliver the hosted product, including training, research assistance, technical support and other services. We will not disclose your content except in support of the use of the hosted products or unless required by law. If the agreement expires or is terminated, we will provide access to the hosted product for 180 days so that you may remove your content. The agreement will remain in effect through the 180-day extraction period. (b) We will provide notice to you of any unauthorized third party access to your content of which we become aware in accordance with applicable law and will use reasonable efforts to remediate identified security vulnerabilities. If your content is lost or damaged, we will assist you in restoring the content to the hosted product from your last available back up copy. (c) You are responsible for ensuring that your content does not infringe on any intellectual property right, violate any applicable laws or the terms of any agreement. If we are notified that your content may infringe on the intellectual property rights of a third party we may be obligated to delete or disable it from the hosted product under the Digital Millennium Copyright Act (17 U.S.C.A. 512). (h) If the Financial Industry Regulatory Authority regulations apply to you, you may use our information products to verify the accuracy and 5/1/16 SAM1net 999.dot DOCUMENT 1 5. Professional Services. The professional services applicable to your we will defend you against the claim and pay damages that a court finally order, if any, are described in the ordering document or a statement of awards against you or that are included in a settlement approved by us. work. You must promptly notify us in writing of the claim, supply information we reasonably request, and allow us to control the defense and 6. Privacy. The parties will at all times process personally identifiable information (PII) you provide to us in accordance with applicable law. You confirm that you will only upload or disclose PII as permitted by applicable law. The parties will use reasonable efforts to assist one another in relation to the investigation and remedy of any claim, allegation, action, suit, proceeding or litigation with respect to alleged unauthorized access, use, processing, or disclosure of PII. Each party will maintain, and will require any third party data processors to maintain, appropriate physical, technical and organizational measures to protect the PII against accidental, unauthorized or unlawful destruction, loss, alteration, disclosure, or access. PII includes any information relating to an identified natural person or a natural person who can be identified directly or indirectly by means reasonably likely to be used by the controller of the information, or any other natural or legal person. 7. Confidentiality. Confidential information received from each other will not be disclosed to anyone else unless required by law or if necessary to perform the agreement. The receiving party agrees that during the term of the agreement and for three years afterward, it will continue to protect the confidential information. The parties will use industry standard administrative, physical and technical safeguards to protect the confidential information. If a court or government agency orders either of us to disclose the confidential information of the other party, the other party will be promptly notified so that an appropriate protective order or other remedy can be obtained unless the court or government agency prohibits prior notification. 8. Warranties and Disclaimer of Warranties. OUR INFORMATION PRODUCTS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. WE WARRANT OUR SOFTWARE PRODUCTS WILL CONFORM TO OUR DOCUMENTATION. WE WARRANT THAT WE PROVIDE PROFESSIONAL SERVICES USING COMMERCIALLY REASONABLE CARE AND SKILL. WE DO NOT WARRANT UNINTERRUPTED OR ERROR -FREE OPERATION OF OUR PRODUCTS OR THE LIFE OF ANY URL OR THIRD PARTY WEB SERVICE. THESE WARRANTIES ARE THE EXCLUSIVE WARRANTIES FROM US AND REPLACE ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND CURRENTNESS. 9. Liability. (a) The entire liability of Thomson Reuters or any of our third party providers for all claims arising out of or in connection with the agreement will not exceed the amount of any actual direct damages up to the amounts you paid in the prior 12 months for the product that is the subject of the claim. We are not liable for special, incidental, exemplary, indirect or economic consequential damages, anticipated savings, lost profits, lost business, lost revenue, or lost goodwill. (b) You are responsible for following all usage instructions, for adhering to the minimum recommended technical requirements, for changes you make to our product, for your failure to implement and maintain proper and adequate virus or malware protection and proper and adequate backup and recovery systems, and for your failure to install updates. We will not be responsible if our product fails to perform because of your third party software, your hardware malfunction, or your actions or inaction. If we learn that our product failed because of one of these, we reserve the right to charge you for our work in investigating the failure. At your request we will assist you in resolving the failure at a fee to be agreed upon. (c) If a third party sues you claiming that a product you licensed in the agreement infringes that parry's intellectual property right and your use of our product has been in accordance with the terms of the agreement, settlement. We have no liability for claims that include items not provided by us. 10. Term, Termination. (a) The term and any renewal terms for the product are described in the ordering document. (b) We may suspend or limit your use of our products or professional services or terminate the agreement if, in our sole discretion, we determine that your use may result in a risk to public safety, or that there has been a breach of security, material breach of your obligations under the agreement, material breach of any other agreement between the parties or a violation of law. If the cause of the suspension is reasonably capable of being remedied, we will provide you notice of what actions you must take to reinstate the product. If you fail to take the actions or the cause cannot be remedied within 30 days, we may terminate the agreement (c) You may terminate the agreement immediately upon written notice if we commit a material breach and fail to cure the material breach within 30 days. (d) We may amend these General Terms and Conditions from time to time by giving you at least 30 days prior written notice. If an amendment materially changes the agreement, you may request good faith negotiations regarding those terms that materially change the agreement. If the parties cannot reach mutual agreement on the material changes within 30 days, you may terminate the agreement immediately on written notice. (e) You may terminate the agreement immediately on written notice if you object to amendments made to the third party additional terms under paragraph 2 if the amendments materially change the agreement. (f) Upon termination, all licenses end immediately. You will return software products to us or uninstall and destroy them. Termination of the agreement will not relieve you of your obligation to pay us any amounts you owe up to and including the date of termination. (g) Either party may terminate the agreement in part as it relates to any software or other product or service that is licensed or ordered under the agreement if and to the extent that software or other product or service is no longer commercially available. 11. Force Majeure. Each party's performance under the 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 labor dispute, inability to obtain necessary supplies, and the like. 12. General. (a) You may not assign the agreement to anyone else without our prior written consent. We will provide you with written notice if we need to assign the agreement as part of our business operations. (b) Any comments, suggestions, ideas or recommendations you provide related to any of our products or professional services are our exclusive property. (c) Our products may not be exported or re-exported in violation of the U.S. Foreign Corrupt Practices Act, the U.S. Export Administration Act or any other applicable laws, rules and regulations. (d) United States Government use, duplication or disclosure of our software products is subject to applicable restrictions of the following regulations: Commercial Computer -Restricted Rights [FAR 52.227-19(a) - (d)]; Rights in Technical Data and Computer Product [DFARS 252.227- 7013(c)(1)(ii)]; the Commercial Computer Product — Restricted Rights [48 CFR 52.227-19 (c)(1) and (c)(2)1; and similar clauses in the NASA FAR Supplement. These restrictions do not apply to our information products or services. 5/1/2016 SAMInet 999.dot 191011401A121011W THOMSON Rr=UTERS Product -Specific Terms • Campus Research. Access to Campus Research is strictly limited to current faculty, administration, staff and students. Incidental access by public walk-in users at your physical location is permissible. Campus Research is not available to law schools, offices of the general counsel of any college or university or any other similarly situated academic entities. Campus Research use is limited to educational, research and non-commercial purposes. You will exercise reasonable, good faith efforts to enforce these restrictions. You are required to provide your security certificate before remote access will be enabled. You are responsible for your security design, configuration and implementation to limit access to the Campus Research URL. • CD-ROM Libraries. Your license to use our CD-ROM, DVD, USB and similar media (collectively "CD-ROM") libraries is restricted to a single office location. Each library license includes a proprietary control file which you may install on a single local area network (LAN). Employees working at or assigned to the licensed site may access the CD-ROM libraries by remote connection to the LAN installed at the licensed site. Access to CD-ROM libraries through wide area networks, multiple LANs, multiple sites or similar arrangements is prohibited. You may transfer the CD-ROM library data to a single storage drive under your exclusive control and maintain the data as a database searchable with West software. West software is subscribed to and licensed separately from the CD- ROM libraries. By using the software you agree to be bound by the software license agreement that accompanies the software. We may terminate a CD-ROM library subscription on 30 days prior written notice if the library is no longer commercially available. Upon termination by either party, you shall immediately destroy the terminated CD-ROM libraries and destroy CD-ROM library data maintained on a permanent storage drive. • Contract Express. Upgrades (e.g., releases or versions that include new features or additional functionality) will be included during your Subscription Term. However, we will provide technical support for only the most current upgrade and the immediately preceding upgrade.. We may collect certain data (including copies of your documents and metadata) and other information you provide as a result of your use of ContractExpress that is hosted by us. As between you and us, you exclusively own all rights, title and interest in your data. We may share this information with our service providers and suppliers to the extent needed to deliver or provide information on products or services or otherwise support your business needs relating to ContractExpress. Our third party service providers and suppliers are required to keep such information confidential. When you access ContractExpress, you may click on links to third -party web sites that are beyond our control. We do not endorse the content found on third - party web sites. You assume sole responsibility for your use of third -parry links and materials. ContractExpress may include agreement samples and other general information. These are provided for informational purposes only and may not be suitable to your circumstances. • Hosted Practice Solutions: The service level agreement for hosted practice solutions is located at htto:Hstatic.legalsolutions.thomsonreuters.com/static/service-level-agreement.pdf. If the ordering document terminates, we will allow you to access and export your content from the Case Logistix-Hosted and/or Case Notebook -Hosted applications for 180 additional days at no charge. You will be charged for storage space during the 180 day data extraction period. After 180 days, we will delete your content. The General Terms and Conditions remain in effect through the 180 day data extraction period. • ProView eBook License Terms The license allows you to download the ProView eBooks to your mobile devices and access the eBook content online. We may terminate your license including notes and annotations if we lose the right to offer the eBook content, discontinue the ProView software, or are otherwise unable to offer eBook content. We may provide the content to you in another media format if commercially reasonable. We may update your eBook version if necessary to maintain access to the content. If you reassign an eBook to a different user we will provide the then -current version of the eBook. Notes and annotations made by the previous user will not transfer to the new user. You are responsible for assigning the registration keys and maintaining registration key security. Sharing of registration keys is STRICTLY PROHIBITED. • Time & Billing Services. You give us permission to share your time & billing information and content with our business partners to the extent necessary to provide the time & billing services to you. You will remove all of your time & billing content prior to termination of this Order Form/ Order Notification. We may collect and disclose aggregated practice management, financial management, and time tracking data, as long as the data is not identifiable to any individual customer or user. • Westlaw Doc & Form Builder. Westlaw Doc & Form Builder is web - hosted by us. When your Westlaw Doc & Form Builder subscription ends, we will provide continued access to you for 180 days at no charge so that you may export your Westlaw Doc & Form Builder data. After 180 days, we will delete your Westlaw Doc & Form Builder data. • Westlaw Paralegal. Westlaw Paralegal access is strictly limited to current paralegal or legal assistant program faculty, administration, staff and students for educational purposes only. • Westlaw Patron Access. Patron Access is only available to state, county or municipal government law libraries and libraries that are open to the public. Access is limited to your library's physical premises. Remote access is strictly prohibited. • West LegalEdcenter. You may download text -based content on any computer for your personal, noncommercial use. You may not share the content with your clients or other third parties. Group viewing of multi -media content is allowed for you and other West LegalEdcenter subscribers. Persons without a West LegalEdcenter subscription are prohibited from attending the group viewing. If you participate in any discussions on West LegalEdcenter, you agree not to use any language that is threatening, abusive, vulgar, discourteous or criminal. You will not post or transmit information or materials that would violate the rights of a third party, including but not limited to intellectual property rights. You will not post or transmit anything which may contain a virus or other harmful component. When you register for West LegalEdcenter services or order products via our site, we may ask you to provide certain information, for example, your name, address, phone number, email address, payment card information, and/or certain other information relating to your use of West LegalEdcenter (collectively "Personal Information"). We keep this Personal Information in a contact database for future reference, as needed. We may use certain information you provide to offer you products and services that we believe may be of interest to you. If you don't wish to receive such offers, you may opt out (unsubscribe) within the communications you receive from us. Notwithstanding anything to the contrary in our privacy policy or other corporate policies, we may also be contractually or otherwise obligated to distribute Personal Information, viewing history, accreditation requests, and/or statistics gathered during your use of West LegalEdcenter to certain third parties, such as West LegalEdcenter third party contributors or a state accreditation agency. This could also include anonymized information that does not include Personal Information, such as users' interests and preferences, products sold, traffic patterns, and related West LegalEdcenter information. The third party contributors' use of this information may include offering you products and services the contributor believes you may be interested in. If you desire to opt -out of (unsubscribed) further communications with the contributor, it is up to you to contact the contributor directly to do so. We will never provide any payment card information to West LegalEdcenter contributors. When providing information to state accreditation agencies on your behalf, WE ARE NOT RESPONSIBLE FOR THE ACCURACY OF JURISDICTION -SPECIFIC CONTINUING LEGAL EDUCATION REQUIREMENTS STATED IN WEST LEGALEDCENTER. YOU MUST VERIFY COMPLIANCE REQUIREMENTS INDEPENDENTLY. You are solely responsible for any information, omission or misstatement in the credits recorded and maintained in the credit tracking section. When you access West LegalEdcenter, you may click on links to third -party web sites that are beyond our control. We do not endorse the content found on the third -party web sites. You assume sole responsibility for your use of third -party links and materials. 1/1/17 SAMInet 1000.dot DOCUMENT2 Each West LegalEdcenter user will receive an e-mail from us with their username, password and other important information about using the West LegalEdcenter subscription. After the initial communication, users may opt -out of West LegalEdcenter email receipt. • West km software. Any West km licensed in the ordering document must reside on a dedicated server under your control and maintained by you at your expense. The server must be accessible to all of your authorized West km users. 1/1/17 SAMInet 1000.dot WEST ORDER FORM DOCUMENT 3 .•''•�:. 610 Opperman Drive, P.O. Box 64833 :� :•s St. Paul, MN 55164-1803 ..:.:? THOMSON REUTERS7' Tel: 651 /687-8000 Check West account status below as applicable: Rep Name & Number New (NACI Form attached) Existing with Increase Credit Limit (NACI Form attached) Existing with no changes Existing with changes (Permanent name change must attach a Customer Name Change Form) ----------------------------------------------------- Acct # Quote # PO # Date ,b Name/Subscriber Bill To Acct # Order Confirmation Contact Name ci E-Mail Password Contact Name (for password delivery) 7 E-Mail C Time and Billing Contact Name E-Mail s Federal Government Account Type Non-FEDLINK FEDLINK GS MSA Jurisdiction Contract # Option # Permanent Address Change One -Time Ship To Additional Ship To Additio`%I To 1y Name Attn: Z Address Sui0 City State TCounty Zip C t7 Online/CD-ROM/Practice Solutions/Software Products Per Online/CD-ROM/Practice Monthly Rate User/Conc. Total Monthly Full Svc # Solutions/Software Products Quantity * Banded/Base Rate User Rate Other Charges Notes: * Fill in the maximum number of Passwords, Users, Seats, FTEs, Students, Terminals, CD/Concurrent Patron Users, Active Legal Holds, and Quantity of Additional Storage. Total Monthly Charges $ Online/Practice Solutions/Software Products Subscriptions Monthly Charges begin on the date West Publishing Corporation ("West, "we" or "our") processes your order and continue for 12 complete calendar months (Minimum Term). Subscriber ("you" or "r•) is also responsible for all Excluded Charges. Excluded Charges are charges 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. Initial below for a longer Minimum Term. 24 month Minimum Term. Monthly Charges for the second 12 months will be % over the first 12 months. 36 month Minimum Term. Monthly Charges for the second 12 months will be % over the first 12 months; Monthly Charges for the third 12 months will be % over the second 12 months. 11/1/16 SAMhiet 8.dot DOCUMENT 3 When your Minimum Term terminates, the following will apply: Government Subscribers Post -Minimum Term. If you are a government subscriber, your subscription will change to a month -to -month status at the end of the Minimum Term, and your Monthly Charges will be billed at up to then current retail rate. Thereafter, we may modify the Monthly Charges after at least 30 days notice. 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 month -to -month subscription by sending at least 30 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123 -1803. Federal Government Subscribers Optional Minimum Term. Federal government subscribers that chose a 24 or 36 month Minimum Term, those additional months will be implemented at your option pursuant to federal law. Automatic Renewal Term for Non -Government Subscribers Only. If you are a non -government subscriber, your subscription will automatically renew at the end of the Minimum Tenn. Each Automatic Renewal Term will be 12 months in length ("Automatic Renewal Term") and include a 7% price increase unless we notify you of a different rate at least 60 days before each Automatic Renewal Tenn begins. 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 in writing at least 30 days before an Automatic Renewal Tenn starts. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. West LegalEdcenter Products Subscriptions Monthly Charges begin on the date we process your order and will continue for a Minimum Tenn of 12 complete calendar months. You are also responsible for Excluded Charges. Excluded Charges are charges for West LegalEdcenter programs which are not included in the Online CLE Pass. Excluded Charges will be billed at our then current rate via credit card billing. Initial below for a longer Minimum Term. 24 month Minimum Term. Monthly Charges for the second 12 months will be % over the first 12 months. 36 month Minimum Term. Monthly Charges for the second 12 months will be % over the first 1� months; Monthly Charges for the third 12 months will be % over the second 12 months. Post Minimum Term. Your West LegalEdcenter subscription, not part of a WestlawPRO Select, will change to a month -to -month status at the end of the Minimum Term, and your Monthly Charges will be billed at up to the then current retail rate. Either of us may cancel effective at the end of the Minimum Tenn or any time thereafter on at least 30 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1800 Federal Government Subscribers Optional Minimum Term. Federal gove __ scribers that chose a 24 or 36 month Minimum Term, those additional months will be implemented at your option pursuant to federal law. West LegalEdcenter annual billing (please check if requested) CD-ROM Products Monthly Charges for CD-ROM Products subscriptions witl] Westlaw access begin on the date we process your order and continue for a Minimum Tenn of 12 complete calendar months. If you have an existing Per User CD-ROM license and are adding additional users with this Order Form, the Minimum Term in your underlying Order Form will apply. During your subscriptiorioLrrns, you will receive subscription services consisting of automatic shipments of updates, replacement or supplemental CD-ROMs and online updates. If your CD-ROM product includes Westlaw access, you will be charged at our then current rate. Westlaw Charges will be invoiced and due monthly as incurred. For your reference, the current Westlaw charges schedules are located at http://Iegalsolutions.com/schedule-a-westlaw. Westlaw charges may change after at least 30 days written or online notice. Modification of Westlaw charges or S�iule A rates is not a basis for termination under Term, Termination of the General Terns and Conditions Initials for Post Minimum Term Subscription Services. I request that West continue to provide subscription services for the CD-ROM Products listed above after the Minimum Term. Your CD-ROM Products subscriptions will change to a month -to -month status at the end of the Minimum Term, and your Monthly Charges will be billed at up to our then current retail rate. Your West sales representati ovide frequency of updates upon request. For transportation charges, returns and refunds see Miscellaneous below. Either of us may cancel effective at the end of the Minimum Term or any time thereafter on at least 30 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. CD-ROM/DVD annual billing (please check if requested) Banded Products Subscriptions You have attorneys (partners, shareholders, associates, contract or staff attorneys, of counsel, and the like), corporate users, personnel or full -time -equivalent students for the banded products you selected to license or purchase in this Order Form. 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. Internal Corporate Use On1 L=BND 11/1/16 SAMInet 8.dot 1A IA04M Technical Contacts for Westlaw Patron Access, Campus Research and Thomson Innovation Administrator Technical Contact Name (please print): Telephone: E-Mail Address: ICurrent Account #: IPatron Access: IP Address: IOne IP Address per terminal. Additional pages may be attached if needed. ICampus Research: IP Address Range I* Orders submitted without IP Address information may delay set up and access ISubscriber Initials Terminals will be used for Patron Access (not required for Campus Research). ISubscriber Initials Concurrent users will be used for Patron Access (not required for Campus Research). Contact us to increase the number of publicly accessible terminals or concurrent users. If you are ordering the per terminal option, we reserve the right to increase your charges if we learn that you have increased the number of publicly accessible terminals without first contacting us. I For Internal Office Use Only OF Instructions: Max Concu = # of terms/Eml to WTC/Blk Ancil/1 term = 5 atty = 1 pw/Tech cont = 59 IThomson Innovation Administrator Name (please print): _ I E-Mail Address: Online/Practice Solutions/Software Renewals Sub Matl # Online/Practice Solutions/Software Products Notes: * Renewal Tenn Monthly Charges will bi Monthly Charges shown above. Renewal Term Monthly Charges begin at charges for accessing Westlaw data or Pr online notice. Initial below to select the Renewal Term. Current on the Monthly Charges in effect the month before the Renewal Tenn starts. This amount may be different from the Current of your Minimum Tenn or current Renewal Term. You are also responsible for all Excluded Charges. Excluded Charges are :)lotions services that are not included in your subscription. Excluded Charges may change after at least 30 days written or 12 month Renewal 1111k*onthly Charges for the first 12 months will be % over the Monthly Charges in effect at the end of the current Minimum or Renewal Term. 24 month Renewal Term. Monthly Charges for the first 12 months will be _% over the Monthly Charges in effect at the end of the current Minimum or Renewal Term. Monthly Charges for the second 12 months will be % over the first 12 months. 36 month Renewal Term. Monthly Charges for the first 12 months will be % over the Monthly Charges in effect at the end of the current Minimum or Renewal Term. Monthly Charges for the second 12 months will be % over the first 12 months; Monthly Charges for the third 12 months will be % over the second 12 months. When this Renewal Term expires the following will apply. Government Subscribers Post -Renewal Term. If you are a government subscriber, your subscription will change to a month -to -month status at the end of the Renewal Term, and your Monthly Charges will be billed at up to the then current retail rate. Thereafter, we may modify the Monthly Charges after at least 30 days notice. 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 month -to -month subscription by sending at least 30 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123 -1803. Federal Government Subscribers Optional Minimum Term. Federal government subscribers that chose a 24 or 36 month Renewal Term, those additional months will be implemented at your option pursuant to federal law. Automatic Renewal Term for Non -Government Subscribers Only. If you are a non -government subscriber, your subscription will automatically renew at the end of the Renewal Tenn. Each Automatic Renewal Term will be 12 months in length and include a 7% price increase unless we notify you of a different rate at least 60 days before each Automatic Renewal Term starts. 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 in writing at least 30 days before an Automatic Renewal Term starts. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. 11/1/16 SAMInet 8.dot DOCUMENT3 Passwords and QuickView+ Last Name First Name, M.I. Jdg Clrk Ally Lib Para Other Product(s) QuickView is provided as a service to you for estimating your Westlaw charges. Actual charges billed may vary from QuickView+ due to discounts you receive or other charges, such as taxes. https://www.quickview.com. Identify which Westlaw password holder you would like to have Quickview+ access: ' Last Name First Name E-mail Print/CD-ROM Products List ddWrint Subscription Full Svc # Print/CD-ROM Products Quantity Charges Other Charges Service /n Notes: I Total Charges $ Initial for Subscription Services. I request West to pr4oie subscription services for the print and/or CD-ROM products designated above. Print and/or CD-ROM subscription services include automatic shipments. For print suWscriptions you will receive automatic shipments of updates and supplements, such as pocket parts, pamphlets, replacement volumes or loose-leaf pages and will be billed or auto -charged or debited (if separately authorized) at our then current rates. Anniversary billed print products (annual billed and monthly billed) will be billed at then current rates. Monthly anniversary billed products will be billed monthly at then current rates. For CD-ROM subscriptions you will receive automatic shipments of updates and supplements and will be billed or auto -charged or debited (if separately authorized) at our then current rate. Your West sales representatives ide frequency of updates upon request. Transportation charges, return and refund information is in the Miscellaneous section below. Subscription services will continue until cancelled by either party at any time in writing. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833,Eagan MN 55123-1803. Online/CD-ROM Products to be Lapsed Full Svc # Online/CD-ROM Products # of Passwords Notes: Westlaw Roaming Access If you access Westlaw regulated data, you receive roaming access by default. Roaming access permits users located outside your designated IP address range to access Westlaw regulated data. We may block roaming access at our option. You may choose to block roaming access by initialing below. Initial to block roaming access 11/1/16 SAMhiet 8.dot DOCUMENT 3 Miscellaneous 1 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. 2. 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. 3. Excluded Charges. If you access Westlaw data or Practice Solutions services that are not included in your subscription you will be charged our then current rate. Excluded Charges will be invoiced and due with your next payment. For your reference, the current Excluded Charges schedules are located at hhtt :Hstatic.legalsolutions.thomsonreuters.com/static/agreement/schedule-a-westlaw.pdf and http://static.legalsolutions.thomsonreuters.com/static/agreement/schedule-a- concourse-fine-central-caselo ig stix.pd£ Excluded Charges may change after at least 30 days written or online notice. Modification of Excluded Charges or Schedule A rates is not a basis for termination under Tenn, Termination of the General Terms and Conditions. 4. 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 are authorizing as part of this order, or have already authorized us to bill a credit card or debit card or make electronic fund transfer for West subscriptions on an ongoing basis, no further action is needed. 5. Returns and Refunds. You may return a print or CD-ROM/DVD 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 and Serengeti charges are not refundable. Please see http://static.legalsolutions.thomsonreuters.fA"static/returns-refunds.pdf or contact Customer Service at 1-800-328-4880 for additional details regarding our policies on returns and refunds. IV 6. Transportation Charges. Print and CD-ROM/DVD products are shipped F.O.B. origin. Transportation charges will be added for expedited shipments made at your request and for international product delivery. Expedited shipments and international product shipments will be charged at the then current carrier r te. 7. Applicable Law. This Order Form will be interpreted under Minnesota state law. Any claim by one of us may be brought in the state or #rral courts in Minnesota. 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 United States Federal Government subscriber, United States federal law will apply and any claim may be brought in any federal court. 8. General Terms and Conditions, apply to all products ordered, except print and is located at htip:Hstatic.legalsolutions.thomsonreuters.com/' c/,general-terms- conditions.pdf. The General Terms and Conditions for Federal Subscribers is located at http://static.legalsolutions.thomsonreuters.com/static/federal-general-terms- conditions.pdf. In the event that there is a conflict of terms between the General Terms and Conditions and this Order F�e terms o this Order Form control. This Order Form is subject to our approval. Ago 9. 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 hltp:Hstatic.legalsolutions.thomsonreuters.com/static/product-specific-terms.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 1 • CD-ROM Products / DVD products • ContractExpress • Hosted Practice Solutions • ProView eBooks • Time and Billing • West km software sk • West LegalEdcenter • Westlaw Doc & Form Builder • Westlaw Paralegal • Westlaw Patrol ACKNOWLEDGMENT I warrant that I am authorized to Subscriber. 10 Printed Name Title Date Signature X and conditions on behalf of For Credit Card Transactions only: Visa Master Card Am Ex Card # Expir. Date Total Amt. to Charge for this Order Subscription charges for this order will be billed to your West account unless automatic credit card or electronic funds transfers have been separately authorized. For Internal Use Only (Rep to complete for telephone print orders only) By signing and completing below the Rep certifies that he/she discussed and received assent to the Subscription Services terms above from Subscriber. Date: Time: Name of Customer Placing Order: Signature of Rep: 11/1/16 SAMInet 8.dot WEST ORDER FORM—ProFlex for WestlawPRO, Software and Practice Solutions Subscribers 610 Opperman Drive, P.O. Box 64833 St. Paul, MN 55164-1803 Tel: 651 /687-8000 DOCUMENT 4 .:. THOMSON REUTERST' Check West account status below as applicable: Rep Name & Number New (NACI Form attached) Existing with Increase Credit Limit (NACI Form attached) x 7� Existing with no changes Existing with changes (Permanent name change must attach a Customer Name Change Form) A Acct # Quote # PO # Date Bill To Acct ci Name/Subscriber # ~ Order Confirmation Contact Name E-Mail t7 Password Contact Name (for password delivery) E-Mail Time and Billing Contact Name E-Mail MSA Jurisdiction Contract # 1ption # Permanent Address Change One -Time Ship To Additional Ship To Additional Bill To rr1 Name Attn: Z Address Suite/Floor City State County Zip G ProFlex Products 11 ProFlex, WestlawPRO, Software and Monthly Total Monthly Full Svc # Practice Solutions Products i Quantity * Banded Rate Other Chartres 1 40757482 I ProFlex I W- Notes: A ` * Fill in the maximum number of Seats, FTEs, Students, Terminals, CD/Conc. Patron Users, Active Legal Holds, and Quantity of Additional Storage. Total Monthly Charges $ Monthly Charges begin on the date West Publishing Corporation ("West, "we" or "our") processes your order and continue for 12 complete calendar months ("Minimum Term"). Subscriber ("Yov"I fs also responsible for all Excluded Charges. Excluded Charges are charges 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. If you previously subscribed under a Special Offer Amendment/Exhibit the effective date of this Order Form is the first day of the month following the date we process your order. If you elect to terminate any of your ProFlex Products and/or locations, the Total Monthly Charges will not be adjusted. Initial below for a longer Minimum Term. 24 month Minimum Term. Monthly Charges for the second 12 months will be 36 month Minimum Term. Monthly Charges for the second 12 months will be % over the second 12 months. % over the first 12 months. % over the first 12 months; Monthly Charges for the third 12 months will be Automatic Renewal Term(s). Your subscription will automatically renew at the end of the Minimum Term. Each Automatic Renewal Term will be 12 months in length ("Automatic Renewal Term") and include a 7% price increase unless we notify you of a different rate at least 60 days before each Automatic Renewal Term begins. 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 in writing at least 30 days before an Automatic Renewal Term starts. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. If you elect to terminate any of your ProFlex Products and/or locations, the Total Monthly Charges will not be adjusted. The ProFlex Addendum/Attachment includes a list of your ProFlex Products, billing allocation method, and applicable locations you elected. Additional attachments (PF743.dot) include the list of your personnel to whom passwords are to be issued and other data applicable to your order. For concurrent Patron Access subscribers at multiple locations, the concurrent access will be limited by the quantity of Patron Access users by location, as identified on the ProFlex Addendum/Attachment. 11/1/16 SAMInet 647.dot DOCUMENT 4 Banded Products Subscriptions 11 You have attorneys (partners, shareholders, associates, contract or staff attorneys, of counsel, and the like), corporate users, personnel or full -time -equivalent students for the banded products you selected to license or purchase in this Order Form. 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. Internal Corporate Use Only = BND Technical Contact for Westlaw Patron Access and Thomson Innovation Administrator Technical Contact Name (please print): Telephone: E-Mail Address: Current Account #: Patron Access: IP Address: One IP Address per terminal. Additional pages may be attached if needed. IP Address Range * Orders submitted without IP Address information may delay set up and access Subscriber Initials Terminals will be used for Patron Access Subscriber Initials Concurrent users will be used for Patron Access (not reed for Campus Research). Contact us to increase the number of publicly accessible terminals or concurrent users. If you are ordering the per terminal option, we reserve the right to increase your charges if we learn that you have increased the number of publicly accessible terminals without first contacting us. For Internal Office Use Only OF Instructions: Max Concu = # of terns/Eml to WTC/Blk Ancil/l term = 5 atty = 1 pw/Tech cont = 59 Thomson Innovation Administrator Name (please print): E-Mail Address: ProFlex Renewals Sub Mail # ProFlex, WestlawPRO, Software and Practice Solutions Products Current Monthly Charges* * Renewal Tenn Monthly Charges will be based on the Monthly Charges in effect the month before the Renewal Term starts. This amount may be different from the Current Monthly Charges shown above. Renewal Term Monthly Charges begin at thV1 of your Minimum Tenn or current Renewal Tenn. You are also responsible for all Excluded Charges. Excluded Charges are charges for accessing Westlaw data or Practice Solutions services that are not included in your subscription. Excluded Charges may change after at least 30 days written or online notice. 1W If you elect to terminate any of your ProFlex Products and/or locations, the Total Monthly Charges will not be adjusted. Initial below to select the Renewal Term. 12 month Renewal Term. Monthly Charges for the first 12 months will be _% over the Monthly Charges in effect at the end of the current Minimum or Renewal Term. 24 month Renewal Term. Monthly Charges for the first 12 months will be % over the Monthly Charges in effect at the end of the current Minimum or Renewal Term. Monthly Charges for the second 12 months will be % over the first 12 months. 36 month Renewal Term. Monthly Charges for the first 12 months will be % over the Monthly Charges in effect at the end of the current Minimum or Renewal Tenn. Monthly Charges for the second 12 months will be % over the first 12 months; Monthly Charges for the third 12 months will be % over the second 12 months. Automatic Renewal Term. Your subscription will automatically renew at the end of the Minimum Term. Each Automatic Renewal Tenn will be 12 months in length ("Automatic Renewal Term") and include a 7% price increase unless we notify you of a different rate at least 60 days before each Automatic Renewal Term begins. 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 in writing at least 30 days before an Automatic Renewal Term starts. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. If you elect to terminate any of your ProFlex Products and/or locations, the Total Monthly Charges will not be adjusted. 11/1/16 SAMInet 647.dot DOCUMENT 4 Online/CD-ROM Products to be Lapsed Full Svc # I Online/CD-ROM Products I Account #/Location Westlaw Roaming If you access Westlaw regulated data, you receive roaming access by default. Roaming access permits users located outside your designated IP address range to access Westlaw regulated data. We may block roaming access at our option. You may choose to block roaming access by initialing below. Initial to block roaming access Miscellaneous 1. 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. 2. 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. 3. Excluded Charges. If you access Westlaw data or Practice Solutions services that are not included in your subscription you will be charged o--%n current rate. Excluded Charges will be invoiced and due with your next payment. For your reference, the 2Kent Excluded Charges schedules are located at httD:Hstatic.legalsolutions.thomsonreuters.com/static/a,zreement/schedule-a-westlaw.ndf and httD:Hstatic.le,galsolutions.thomsonreuters.com/static/agreement/schedule-a- concourse-fine-central-caselo igistix.pdf. Excluded Charges may change after at least 30 days written o� notice fication of Excluded Chargg Schedule A rates is not a basis for termination under Term, Termination of the General Terms and Conditions. 4. Auto Charge Credit Card/Electronic Funds Transfer Election Payment Terms. You may authorize us to automatically charge a credit card or debit and electronic fund transfer to pay charges due. Contact Customer Service at 1-800-328-4880 for authorization procedures. If you are authorizing, as part of is order, or have already authorized us to bill a credit card or debit card or make electronic fund transfer for West subscriptions on an ongoing basis, no further action iPon 5. Returns and Refunds. You may return a print or CD-ROM/DVD product to us within 45 days of the original shipment datere 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 and Serengeti charges are not refundable. Please see http://static.legalsolutions.thomsonreuters.com/static/returns-refunds.pdf or contact Customer Service at 1-800-328-4880 for additional details regarding our policies on returns and refunds. 6. Transportation Charges. Print and CD-ROM Products/DVD Products are shipped F.O.B. origin. Transportation charges will be added for expedited shipments made at your request and for international product delivery. Expedited shipments and international product shipments will be charged at our then current carrier rate. 7. Applicable Law. 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 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 United States Federal Government subscriber, United States federal law will apply and any claim may be brought in any federal court. 8. General Terms nd Conditions, apply to all products ordered, except print and is located at http://static.legalsolutions.thomsonreuters.com/static/general-terms- conditions.pdf. In the event of a conflict 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. 9. Product Specific Terms. The following products have specific terns which are incorporated by reference and made part of this Order Form if they apply to your order. They can be found at hit 2://static.legalsolutions.thomsonreuters.com/static/product-specific-terms.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 • CD-ROM Products roducts • ContactExpress • Hosted Practice Solutions • ProView eBooks • Time and Billing • West km software • West LegalEdcenter • Westlaw Doc & Form Builder • Westlaw Paralegal • Westlaw Patron Access ACKNOWLEDGMENT I warrant that I am authorized to accept these terms and conditions on behalf of Subscriber. Printed Name Title Date Signature For Credit Card Transactions only: Visa Master Card Am Ex Card # Expir. Date Total Amt. to Charge for this Order Subscription charges for this order will be billed to your West account unless automatic credit card or electronic funds transfers have been separately authorized. 11/1/16 SAMInet 647.dot DOCUMENT5 WEST ORDER FORM — ;PECIAL OFFER 610 Opperman Drive, P.O. Box 64833 St. Paul, MN 55164-1803 Tel: 651-687-8000 THOMSON REUTERS - SUBSCRIBER INFORMATION Account TBD Contact Name Name TBD Title Address Line 1 TBD Email Address Line 2 TBD Phone 71 OFFER INFORMATION Agreement Number TBD Effective Date XX/XX/XXXX Material ID Subscribed Products & Services Authorized Users Subscription Periods Monthly Charges TBD TBD TBD XX/X/XXXX-XX/XX/XXXX $X,XXXX 1 1. The General Terms and Conditions, located at static.legalsolutions.thomsonreuters.com/static/general-terms-conditions.pdf apply to all products licensed on this ordering document. In the event that there is a conflict of terms between the General Terms and Conditions and this ordering document, the terms of this ordering document control. 2. 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. 'A- 4 3. Excluded Charges. If you access products or 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 http://Iegalsolutions.com/schedule-a-library-government, and Excluded Charges change frogs time -to -time upon 30 days written or online notice. We may, at our option, make certain products and services Excluded Charges if we are contractually bound or otherwise required to do so by a third party provider or if products or services are enhanced or if new products or services are released after the effective date of thisbrderin document. Modification of Excluded Charges or Schedule A rates is not a basis for termination under paragraph 10 of the General Terms and Conditions. 4. Returns and Refunds. Charges for Westlaw (including Westlaw China, Campus Research, Para al, Patron Access and Correctional Facilities), CLEAR (including CLEAR Cap), Monitor Suite, ProView eBooks, West LegalEdcenter, Software, TREWS, Serengeti, ractice Solutions, Library Management Arrangements and Special Offer/print agreements are not refundable. Please see static. legalsolutions.thomson re s.com/static/returns-refunds.pdf or contact Customer Service at 1-800-328-4880 for additional details regarding our policies on returns and refunds. 5. Applicable Law. This ordering document 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 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 United States Federal Government customer, United States federal law will apply and any claim may be brought in any federal court. 6. Confidentiality. You understand that disclosure of the terms contained in this ordering document would cause competitive harm to us, and you agree not to disclose these terms to any third person. 7. Termination. This ordering document shall terminate simultaneously with termination of the General Terms and Conditions. 8. Passwords. For our products accessed by individually -issued passwords, each useIncluding each user that receives training, must purchase and be assigned his/her own password. Passwords may only be used by the person to whom the password is issued. Sharing of passwords between or among your personnel is STRICTLY PROHIBITED. We reserve the right to issue additional passwords to you and charge you for such additional password if we learn that a password has been used by a person other than the person to whom the password has been issued. 9. Material Change. The parties agree to good faith renegotiation of the terms and conditions of this ordering document if there is a material change in your organizational structure including, but not limited to merger, acquisitions, significant increase in the number of attorneys at a location covered by the agreement, divestitur2p or downsizing. If you merge with, acquire or otherwise combine with another West products/services subscriber, you will pay the invoiced charges on both agreements as they become due until a superseding agreement is negotiated in good faith. 10. Non -Availability of Funds. You may cancel a product or service with 30 days prior written notice if you do not receive sufficient appropriation of funds, you do not receive the authorization to spend the funds or if the previously appropriated funds are significantly reduced through no fault of your own. You will include a detailed written statement documenting the reason for cancellation. Your written statement must include an official document certifying the non -availability of funds (e.g., executive order, an officially printed budget or other official government communication). You will pay all charges incurred for any products and services received up to the effective date of the cancellatjj& The termination will be effective on the first day of the month following the notice period. 11. Hosted Practice Solutions. djVhe service level agreement for hosted practice solutions is located at htti)://static.legalsolutions.thomsonreuters. /static/service-level-agreement.pdf. If either party terminates this agreement or if you terminate your access to hosted practice solutions, you will be charged the then -current applicable rate for hosted practice solutions storage space for any content stored during the 180 day data extraction period. After 180 days, we will delete your content. This agreement remains in effect through the 180 day data extraction period. 12. Patron Access Concurrent Users. Patron Access is only available to state, county or municipal government law libraries and libraries that are open to the public. Access is limited to your library's physical premises. You may access Westlaw for up to nn concurrent users at nn locations. Your walk-in patrons must assent to an online click through license agreement before accessing Westlaw. Remote access is strictly prohibited. (a) It is your responsibility to control network access to the Internet or internal library sites, if desired. You will design, configure and implement your own security configuration including your own firewall, proxy servers as well as desktop security to limit access to the Westlaw Patron Access URL. (b) We may restrict access to certain products or services. The licensed product will be accessible only on nn of your designated terminals. If you desire to increase the number of terminals or if we learn that you have increased the number of terminals without contacting us, the parties will enter into good faith negotiations regarding the terms and conditions of the ordering document. The licensed products can be accessed when your users click on a product icon or a This Offer expires XXXX at 7:00 p.m. CT DOCUMENT 5 link placed on the desktop of your designated terminals. Product passwords will be held by us and will not be revealed to you or your users. Your users must assent to an online click through license agreement prior to accessing the licensed product. The licensed product may only be accessed on your premises. 13. Patron Access Terminal Access. Patron Access is only available to state, county or municipal government law libraries and libraries that are open to the public. Access is limited to your library's physical premises. You may access Westlaw on nn publicly accessible terminals at nn locations. Your walk-in patrons must assent to an online click through license agreement before accessing Westlaw. (a) It is your responsibility to control network access to the Internet or internal library sites, if desired. You will design, configure and implement your own security configuration including your own firewall, proxy servers as well as desktop security to limit access to the Westlaw Patron Access URL. (b) We may restrict access to certain products or services. The licensed product will be accessible only on nn of your designated terminals. If you desire to increase the number of terminals or if we learn that you have increased the number of terminals without contacting us, the parties will enter into good faith negotiations regarding the terms and conditions of the ordering document. The licensed products can be accessed when your users click on a product icon or a link placed on the desktop of your designated terminals. Product passwords will be held by us and will not be revealed to you or your users. Your users must assent to an online click through license agreement prior to accessing the licensed product. The licensed produ ay only lZe accessed on your premises. 14. Paralegal Access. Access to Westlaw may only be provided to your paralegal faculty, administrati staff, and paralegal students for educational purposes only. We may restrict access to certain Westlaw product(s), or impose usage, or other limitations. 15. Correctional Access and Certifications. We may restrict access to certain Westlaw Correctional Facilities p Westlaw Correctional Facilities will be accessible only on nn of your designated terminals. Westlaw can be accessed when inmates in your correctional facile on a Westlaw icon or a link placed on the desktop of your designated terminals. Westlaw passwords will be held by us and will not be revealed to you or you users. Inmate users must assent to an online click through license agreement prior to accessing Westlaw. Westlaw may only be accessed on your premises. (a) By your initials below, you certify your understanding and acceptance of the sec limits of the licensed product(s) and ponsibility for controlling Internet and network access. � _Initial. It is your responsibility to control network access to the Inter et or Vconfiion. your initials, you acknowledge r understanding and acceptance of the security limits of the licensed product and your responsibility foernet and network access. _Initial. You agree to provide your own firewall, proxy servers or other secuies as well as desktop security to limit access to the licensed product URL. You must design, configure and implement its own security _Initial. You will not use any product data or distribute any product data to a third party for use in violation of any applicable federal, state, or local law, rule or regulation or in any manner inconsistent with the term onditions of the agreement. (b) By your initials below, you certify that the following is current and acc rate an that you will provide us with prompt written notice should the status of any of the following certifications change. We may restrict access to certain products or services at any time. The used product will be accessed by and/or data provided to (please initial only one): ' _Initial. Non-inmates/administrativ ith no direct research %res ded to in cluding work product created as part of inmates' legal representation). _Initial. Internal access and/o inmate -requested research with acmployees only, for administrative or internal use as well as for research on behalf of or at the request of inmates, for example: • Employee conducts product research online and provides prch documents to inmates. • Employee conducts product research online and posts printh documents in the prison. • Employee conducts product research online and makes printed research documents available for check-out from the inmate library. All access and use of the licensed product will fully comply with the following restrictions: 'Inmates will not be provided direct access to r control of the terminal. • L Terminals will be located in a secured to oes not provide inmate access. • Access will only be given to your employe7at • Access will not be outsourced or otherwiseed to third parties. • You will be solely responsible for ensuringo sensitive information is provided to inmates. _Initial. Direct access by inmates (including access for pro se legal representation), by third parties on behalf of inmates with results (print or electronic) delivered/provided to inmates, or by employees in circumstances where an inmate may have access to or control of the terminal. 16. Case Logistix. Implementation and consul services (a) The following implementation and consulting services are included in your Monthly Charges. i. project launch and management ii. project documentation iii. software installation & technical assistance during installation iv. software configuration and testing V. basic library design vi. basic end -user and administrator training vii. training on way point and case production viii. transition to support ix. call center & email support (b) Additional professional services and/or training (including Excluded Services) may be recommended in addition to those which are included in the Monthly Charges and may be purchased at an additional charge. This Offer expires XXXX at 7:00 p.m. CT DOCUMENT 5 17. West km. Installation and implementation of this product shall be governed by the following terms. (a) Each party will select an individual as its project manager within 5 business days. The parties will develop a project plan, and the project managers will serve as the primary contacts in regard to coordinating and supervising the installation of the software. Each party will be responsible for ensuring that its project manager dedicates sufficient time to fulfill that party's respective obligations. You acknowledge that a change in your project manager may result in delays in the implementation and necessitate an amendment to the project plan, and affirm that you will work with us to install and test the software in accordance with the project plan (b) Implementation and consulting services and/or training may be recommended by us and purchased by you at an additional charge. The following standard implementation and consulting services are included in your Monthly Charges: i. project launch & management ii. strategic implementation & vetting planning iii. software installation & technical assistance iv. vetting toolkit rule customization and training (as applicable) v. functionality testing & pilot user training vi. initial product rollout vii. transition to support & project documentation (c) You may submit requested changes to the project plan in writing to us. We will respond to your identifying any changes to the Monthly Charges, the implementation plan and additional expens s from implementing the change. You may, in your discretion, accept this change order by si amend the project plan. If you reject the change order, the project plan will remain unaltere 18. West km Express. Any West km licensed in this Order Form must reside on a The server must be accessible to all of your authorized West km users. 19. CLEAR Credentialing. From [insert date] through [insert date] your your credentials have been verified by us. 20. CLEAR Services System to System Monthly Cap. Charges for the value of the CLEAR following amount(s) (the " System to System Monthly Cap"). You ICI pay the Monthly Charges (discounted nn%). Subscription Period System to System Monthly Cap MM/DD/YYYY — MM/DD/YYYY $nn MM/DD/YYYY — MM/DD/YYYY $nn MM/DD/YYYY — MM/DD/YYYY $nn 14 days of receipt with a change order elays and charges) that would result e you sign, the change order will by you at your expense. CLEAR services until to System actual usage per month are waived up to the kkarges in excess of the System to System Monthly Cap (a) We will issue 1 entity -wide password for System to System access which will not be assigned to individual users. We will provide you with a security certificate that you must install on your systems in order to access our system(s). You will be required to provide the Internet Protocol ("IP") Addresses or IP Address Range in order to access CLEAR. IP Addresses assigned to jurisdictions outside the United States or in West -designated United States Territories are prohibited. You will implement any other security measures we deem necessary. We retain the right to temporarily or permanently block access if your use of the system, including but not limited to high search volume, is compromising the st 'lity o integrity of our systems. (b) We may provide 1 entity -wide, non-transferrable, limited license with limited ess to the CLEAR services for your internal testing and maintenance purposes. Testing access may only be used for functional testing and will include u to 5,000 transactions per calendar year (partial years to be prorated) at no charge. You are expressly prohibited from conducting any load testing or running any production transactions without our prior written approval. You are responsible for all overages or production transactions run through the testing environment. We will invoice these transactions at then -current commercial rates. You represent and warrant that all testing and maintenance will be conducted in strict accordance with our guidelines and instructions, and this agreement. 21. CLEAR Ongoing Testing and Maintenance. We may provide you with 1 entity -wide, non-transferrable, limited license with limited access to the CLEAR services for your internal testing and maintenance purposes only. Your testing access may only be used for functional testing and is limited to no more than 5,000 transactions per calendar year (partial years to be prorated) at no charge. You are expressly prohibited from conducting any load testing or running any production transactions without our prior written approval. You are responsible for any overages or production transactions run through the testing environment. We will invoice these transactions at then -current commercial rates. You represent and warrant that all testing and maintenance will be conducted in strict accordance with our guidelines and instructions and this agreement. 22. CLEAR Usage Limitation. This provision does not apply to any of your Cap subscriptions. If the transactional value of your CLEAR usage exceeds the following Subscription Period limits, we may limit access to live gateways and request that the parties enter into good faith renegotiation or terminate upon 10 days written notice. Transactional value of your CLEAR usage is calculated based upon our then -current Schedule A rate. Subscription Period Usage Limit MM/DD/YYYY - MM/DD/YYYY $nn MM/DD/YYYY - MM/DD/YYYY $nn MM/DD/YYYY - MM/DD/YYYY $nn 23. CLEAR Sworn Officers. The Monthly Charges are determined by your sworn officer count and is based on your stated sworn officer count of You hereby certify that this sworn officer count is correct as of the Effective Date of this ordering document. 24. Optional Subscription Periods. You may extend the term for nn additional 1 year Subscription Periods with prior written notice. The Monthly Charges for each additional Subscription Period will be nn% greater than the Monthly Charges in effect at the end of the previous Subscription Period. 25. Prior Agreement. The parties agree that the Special Offer Amendment to Subscriber Agreement currently in effect between the parties will terminate as of the effective date of this ordering document. This Offer expires XXXX at 7:00 p.m. CT DOCUMENT5 26. Prior PRO Agreement. The parties agree that the West Order Form currently in effect between the parties will terminate as of the effective date of this ordering document. 27. [Content Name Here] Annual Cap. Charges for the value of the [content name here] actual usage per Subscription Period are waived up to the following amounts (the "Annual Cap"). You will pay the Monthly Charges and all charges in excess of the Annual Cap (discounted nn%). Subscription Period Annual Cap MM/DD/YYYY — MM/DD/YYYY $nn MM/DD/YYYY — MM/DD/YYYY $nn MM/DD/YYYY — MM/DD/YYYY $nn 28. [Content name here]Monthly Cap. Charges for the value of the [content name here] actual usage per month are waived up to the following amounts (the " Monthly Cap"). You will pay the Monthly Charges and all charges in excess of the Monthly Cap (discounted nn%). Subscription Period Monthly Cap MM/DD/YYYY — MM/DD/YYYY $nn MM/DD/YYYY — MM/DD/YYYY $nn MM/DD/YYYY — MM/DD/YYYY $nn ACKNOWLEDGMENT I warrant that I am authorized to accept these terms and conditions on behalf of Subscriber. TBD Signature Name (please print) Title y UBLISHING CORPORATION Date Signature SUBSCRI Name (please print) Title _*W7 ALATION EXHIBIT Date SUBSCRIBER OFFICE & ADMINISTRATOR INFORMATION Subscriber's Offices (City, State) Password/License Code Administrator Name Email Address Department/Practice Group Product % of Total Users 2 by Location Server Location (Y/N) Administrators are counted as a user on per user subscriptions 2 Taxes for software products will be based on % of Total Users by Location SPECIAL OFFER BILLING OPTIONS (FOR MULTIPLE LOCATIONS ONLY) _DEFAULT. UNLESS OTHERWISE SPECIFIED, THE YOU WILL RECEIVE ONE COMBINED MONTHLY INVOICE AND A COPY OF EACH PARTICIPATING ACCOUNT'S LOCATION USAGE REPORTS - ALL MAILED TO THE PAYER ACCOUNT OFFICE. _AS IS. Your current billing arrangement should remain unchanged. _ALTERNATIVE #2. Each account will be billed separately, each receiving an invoice and a location usage report. Special offer adjustments will be allocated to the individual accounts based on their actual usage charges. _ALTERNATIVE #3. (Not available for orders with concurrent users) An invoice and location usage report will be created for each office, allocating special offer adjustments to individual accounts based on their actual usage charges, however each account invoice and associated location usage reports will be independently mailed to the account noted below rather than to the invoiced account location. Mail to Account: Please note: These billing arrangements do not affect Quickview+. This Offer expires XXXX at 7:00 p.m. CT DOCUMENT 5 SUBSCRIBER IP & TECHNICAL CONTACT INFORMATION Technical Contact Name I I Technical Contact Telephone Valid external IP addresses or IP ranges belonging to your organization and meeting the following requirements must be provided for this order: IP addresses assigned to jurisdictions outside the United States or our approved U.S. Territories are prohibited. • All IP addresses must be IPv4 addresses. Permissible IP addresses will be those provided below as well as any previously provided IP addresses by you. SUBSCRIBER TECHNICAL CONTACT INFORMATION Technical Contact Name Technical Contact Email Technical Contact Location Technical Contact Telephone SUBSCRIBER IP & TECHNICAL CONTACT INFORMATION Technical Contact Name I I Technical Contact Telephone Valid external IP addresses or IP ranges belonging to your organization and meeting the following requirements must be provided for this order: • IP addresses assigned to jurisdictions outside the United States or our approved U.S. Territories are prohibited. • All IP addresses must be IPv4 addresses. Permissible IP addresses will be those provided below as well as any previously provided IP addresses by you. SUBSCRIBER TECHNICAL CONTACT INFORMATION Technical Contact Name Technical Contact Email Technical Contact Location Technical Contact Telephone This Offer expires XXXX at 7:00 p.m. CT Westlaw Schedule A DOCUMENT6 Plan 2 Westlaw Government Service Available only to government personnel accessing Westlaw for government purposes. Upon accessing Westlaw, 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. 1. Subscription Charge. $125 per month per agency 2. West Reporter Images West Reporter Images $20.00 per image No offline transmission charges apply. 3. Rise of American Law 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 - Document Displays 300.00 per document Rise of American Law - Images 300.00 per image 4. Per Minute Charges A. Home, Content and Topical Pages $3.50 per minute B. Viewing a Search Result List $7.00 per minute C. Per Minute Charges for Viewing Full Text Documents Range from $9.40 per minute to $46.62 per minute. 5. Transactional Charges A. Search Charges $42.00 per search Each search query will incur a search charge. B. Document Display Charges. Range from $10.00 to $119.00 per document Each document display will incur a transactional charge. No offline transmission charges apply. C. Online Citation Checking Charges KeyCite D. Docket Charges $10.00 per citation The following charges apply in lieu of per minute and transactional charges*: Document Display Docket PDF Docket Alerts Docket Tracks Docket Bankruptcy Creditor Update Document Update DE Court of Chancery PDF/Court Wire PDF Complaint Court Wire Alerts - Continuous Court Wire Documents Court Calendar Information Update Court Calendar Tracking Service Calendar Integration Service $10.00 per document 4.00 per image 0.00 per transaction 6.00 per transaction 4.00 per document 2.00-8.00 per document * See Pricing Guide for additional details. 79.00 per image 5.00 per day per alert 10.00 per document 2.00 per transaction 6.00 per transaction 1.00 per transaction THOMSON REUTERS' E. Public Records Charges The following charges apply in lieu of per minute and transactional charges. PeopleMap PeopleMap Searches $44.00 per search People/Company Records Mini Searches 10.00 per search Alerts 2.00 per transaction Report Charges 44.00 per report Document Display Charges 10.00 per document Public Records Searches 10.00 per search Real Property Reports Comprehensive Reports 79.00 per document Individual Reports 44.00 per document Deed Images and Parcel Map Images 25.00 per image Delaware Corporate Records Searches 44.00 per search Document Displays 10.00 per document Company Investigator Searches 42.00 per search Reports 119.00 per report Document Display Charges 10.00 per document F. Dun & Bradstreet Reports The following charges apply in lieu of per minute and transactional charges: Searches $10.00 per search Comprehensive Business Information Report 150.00 per report Business Information Report (Domestic) 125.00 per report Business Information Report (International) Africa/Europe 400.00 per report Asia/Australia 615.00 per report Canada 175.00 per report Latin America 500.00 per report G. Drafting Assistant The following charges apply in lieu of per minute and transactional charges: Cite Formatting 44.00 per document Insert Flags 79.00 per document Insert Links 44.00 per document Quote Right 10.00 per citation Table -of -Authority 44.00 per document 6. Foldering Documents in folders may be accessed at no charge for 12 months after the initial chargeable view. hi 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 Westlaw transactional document display charge. Hourly billing is suspended while browsing folders. 7. 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 Westlaw 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 7/1 /16 SAM I net 123.dot 8. PDF Charges DOCUMENT 6 Investext Analyst Reports Standard Reports 11.50 perpage Premium Reports 20.00 per page All other PDF charges range from $3.00-$250.00 per image. No offline transmission charges apply. 9. Westlaw Doc & Form Builder Westlaw Doc & Form Builder $11.004109.00 per document 10. Alert Services Charges Alert Services Charges Alert Newsletter Tracks KeyCite Alert — Continuous KeyCite Alert — Daily KeyCite Alert — Non -Continuous Publication Alert WestClip Continuous WestClip Non -Continuous $0.00 per newsletter Capitol Watch 6.00 per transaction 15.00 per day per transaction 6.00 per transaction 6.00 per transaction 0.00 per transaction 5.00 per day per transaction 0.00 per transaction Alert charges incur on the run of the alert. 7/1 /16 SAM I net 123.dot Westlaw Schedule A DOCUMENT 7 Plan 2 WestlawPRO for State and Local Government Agencies and Courts -Government Service Available only to employees of state, county, and city government agencies and courts accessing Westlaw® for government or legal services/legal aid purposes. Government Agencies 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. Upon accessing Westlaw, 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. 1. Monthly Charges. Monthly Charges for the WestlawPRO Products you subscribe to are stated on the Order Form. Our pricing for banded products is made in reliance upon your certification of the number of attorneys in the Order Form. You must promptly notify us of any changes in the number of attorneys. If we learn that the actual number of attorneys is greater, we reserve the right to increase your Monthly Charges accordingly. Sharing passwords is strictly prohibited. 2. Excluded Charges. Monthly Charges do not include continuous WestClip, online transmission (as limited by the General Terms & Conditions), certain KeyCite Alert online citation checking, and certain online automated citation checking charges. Charges associated with the Westlaw content, products and services that are not part of the WestlawPRO products in the Order Form will be billed at the rates below ("Excluded Charges"). We may, at our option, make certain Westlaw content, products and services Excluded Charges if we are contractually bound or otherwise required to do so by a third party provider or if the Westlaw content, products or services are enhanced or released after the effective date of Order Form. 3. West Reporter Images West Reporter Images $20.00 per image No offline transmission charges apply. 4. Rise of American Law 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 - Document Displays 300.00 per document Rise of American Law - Images 300.00 per image 5. Per Minute Charges A. Home, Content and Topical Pages $3.50 per minute B. Viewing a Search Result List $7.00 per minute C. Per Minute Charges for Viewing Full Text Documents Range from $9.40 per minute to $46.62 per minute. 6. Transactional Charges A. Search Charges $42.00 per search Each search query will incur a search charge. B. Document Display Charges Range from $10.00 to $119.00 per document Each document display will incur a transactional charge. No offline transmission charges apply. C. Online Citation Checking Charges KeyCite D. Docket Charges $10.00 per citation The following charges apply in lieu of per minute and transactional charges*: Document Display Docket PDF Docket Alerts Docket Tracks Docket Bankruptcy Creditor Update Document Update DE Court of Chancery PDF/Court Wire PDF Complaint Court Wire Alerts - Continuous Court Wire Documents Court Calendar Information Update Court Calendar Tracking Service Calendar Integration Service * See Pricing Guide for additional details. E. Public Records Charges $10.00 per document 4.00 per image 0.00 per transaction 6.00 per transaction 4.00 per image 2.00-8.00 per document 79.00 per image 5.00 per day per alert 10.00 per document 2.00 per transaction 6.00 per transaction 1.00 per transaction The following charges apply in lieu of per minute and transactional charges. PeopleMap PeopleMap Searches $44.00 per search People/Company Records Mini Searches 10.00 per search Alerts 2.00 per transaction Report Charges 44.00 per report Document Display Charges 10.00 per document Public Records Searches 10.00 per search Real Property Reports Comprehensive Reports 79.00 per document Individual Reports 44.00 per document Deed Images and Parcel Map Images 25.00 per Image Delaware Corporate Records Searches 44.00 per search Document Displays 10.00 per document Company Investigator Searches 42.00 per search Reports 119.00 per report Document Display Charges 10.00 per document F. Dun & Bradstreet Reports The following charges apply in lieu of per minute and transactional charges: Searches $10.00 per search Comprehensive Business hnformation Report 150.00 per report Business Information Report (Domestic) 125.00 per report Business Information Report (International) Africa/Europe 400.00 per report Asia/Australia 615.00 per report Canada 175.00 per report Latin America 500.00 per report G. Drafting Assistant The following charges apply in lieu of per minute and transactional charges: Cite Formatting Insert Flags hisert Links Quote Right Table -of -Authority 44.00 per document 79.00 per document 44.00 per document 10.00 per citation 44.00 per document 7/1 /16 SAM I net 137.dot Foldering DOCUMENT 7 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 Westlaw transactional document display charge. Hourly billing is suspended while browsing folders. 8. 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 Westlaw 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 9. PDF Charges Investext Analyst Reports Standard Reports 11.50 per page Premium Reports 20.00 per page All other PDF charges range from $3.00-$250.00 per image. No offline transmission charges apply. 10. Westlaw Doc & Form Builder Westlaw Doc & Form Builder 11. Alert Services Charges Alert Services Charges Alert Newsletter Capitol Watch Tracks KeyCite Alert — Continuous KeyCite Alert — Daily KeyCite Alert — Non -Continuous Publication Alert WestClip Continuous WestClip Non -Continuous $11.004109.00 per document $0.00 per newsletter 6.00 per transaction 15.00 per day per transaction 6.00 per transaction 6.00 per transaction 0.00 per transaction 5.00 per day per transaction 0.00 per transaction Alert charges incur on the run of the alert. 7/1 /16 SAMI net 137.dot WEST ORDER FORM - CLEAR SERVICES 19Z614to] A121►11R1 610 Opperman Drive, P.O. Box 64833 St. Paul, MN 55164-1803 Tel: 651 /687-8000 THOMSON REUTERS" Check West account status below as applicable: Rep Name & Number New (NACI Form attached) Existing with no changes Existing with changes (Permanent name change must attach a Customer Name Change Form) Does Subscriber have an existing West account? ❑ Yes If yes, please provide West account number ❑ No Acct # Quote # PO # Date Name/Subscriber Bill To Acct # r� Order Confirmation Contact Name E-Mail CLEAR Contact Name (for delivery of Registration Keys. Individual users will also receive their Registration Keys if their e-mail addresses are provided) C E-Mail Telephone CLEAR Primary Account Contact Name (general business contact) Aak } E-Mail Telephone Federal Government Account Type Non-FEDLINK FED K GSA MSA Jurisdiction Contract # Option,# Permanent Address Change One -Time Ship To Additional Ship To Additional Bill To Name Attn: Z Address Suite/Floor City County Zip d t� t7 CLEAR Fixed Rate IF Monthly Banded/ Per User Total Monthly Full Svc # CLEAR Products Quantity * Base Rate Rate Other Charges * Fill in the maximum number of Users, Alerts, Seats. Notes: Total Monthly Charges $ Monthly Charges begin on the date West Publishing Corporation ("West", "we" or "our") processes your order and continue for a Minimum Term of 12 complete calendar months. Subscriber ("you" or "P') is also responsible for all Excluded Charges. Excluded Charges are charges for accessing CLEAR services data that is not included in your subscription. Excluded Charges may change after at least 30 days written or online notice. If you are a corporation accessing CLEAR Services on your own behalf and on behalf of any government agency or entity, you must sign separate agreements for each use case and be credentialed separately for each use case. If you have an existing Per User CLEAR license and are using this Order Form to add additional users, the Minimum Term in your underlying Order Form will apply. If the transactional value of your CLEAR fixed rate usage exceeds your then -current Monthly Charges by more than 10 times in any month (or by 20 times in any month for Enterprise Law Enforcement subscribers), we may limit access to live gateways and request that the parties enter into good faith renegotiation or terminate upon 10 days written notice. Transactional value of your CLEAR usage is calculated based upon our then -current Schedule A rate. Schedule A rates may change upon at least 30 days written or online notice. 11/1/16 SAMInet 748.dot DOCUMENT 8 If you have a fixed rate batch and/or batch alerts subscription and the total of your batch inputs or batch alerts exceeds your annual fixed rate batch or total batch alerts allotment, we may: 1) request the parties enter into good faith negotiations regarding a superseding agreement, 2) terminate your subscription upon 10 days written notice or 3) limit your access to your fixed rate batch subscription for the remainder of the then -current 12 month period, during which time you will continue to be billed your Monthly Charges. If your access to your fixed rate batch subscription has been limited, your access will be reinstated on the first day of the following 12 month period. Initial below for a longer Minimum Term. 24 month Minimum Term. Monthly Charges for the second 12 months will be _ 36 month Minimum Term. Monthly Charges for the second 12 months will be % over the second 12 months. % over the first 12 months. % over the first 12 months; Monthly Charges for the third 12 months will be Government Subscribers Post -Minimum Term. If you are a government subscriber, your subscription will change to a month -to -month status at the end of the Minimum Term, and your Monthly Charges will be billed at up to our then current rate. Thereafter, we may modify the Monthly Charges after at least 30 days notice. 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 month -to -month subscription by sending at least 30 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. Federal Government Subscribers Optional Minimum Term. Federal government subscribers that chose a 24 or 36 month Minimum Term, those additional months will be implemented at your option pursuant to federal law. Automatic Renewal Term for Non -Government Subscribers Only. If you are a non -government subscriber, your subscription will automatically renew at the end of the Minimum Term. Each Automatic Renewal Term will be 12 months in length ("Automatic Renewal Term") and include a 7% price increase unless we notify you of a different rate at least 60 days before each Automatic Renewal Term begins. 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 in writing at least 30 days before an Automatic Renewal Term starts. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. Enterprise Law Enforcement Subscribers You certify that you have up to sworn officers in your employ at this location. 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. - Full CLEAR Batch Transactional Batch Products Other Notes: Access to CLEAR Batch Transactional begins on the date we process your order and continues for 12 co ete calendar months. You may select a longer Minimum Term b� initialing below. CLEAR Batch Transactional charges are assessed when you access CLEAR Batch. To apply CLEAR Batch charges to a specific month, the batch request must be submitted at least five (5) business days prior to the end of the month4Transactional charges are calculated based upon our then current Schedule A rate. Schedule A rates may change upon at least 30 days written or online notice. Initial below for a longer Minimum Term. 24 Month Minimum Term. 36 month Minimum Term. Government Subscribers Post -Minimum erm. If you are a government subscriber, your subscription will change to a month -to -month status at the end of the Minimum Term. Schedule A rates may change after at least 30 days written or online notice. Either of us may cancel the month -to -month subscription by sending at least 30 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. Federal Government Subscribers Optional Minimum Term. Federal government subscribers that chose a 24 or 36 month Minimum Term, those additional months will be implemented at your option pursuant to federal law. Automatic Renewal for Non -Government Subscribers Only. If you are a non -government customer, your subscription will automatically renew at the end of its Minimum Term. Schedule A rates may change after at least 30 days written or online notice. Either of us may cancel the renewal in writing at least 30 days before a renewal period starts. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. Office Use Only OF instruct: Enter a discount of 100% - in the Condition Group 1 field on Additional Data A tab. CLEAR Window Full Svc # CLEAR Window Products # of Users List Other Monthly Charges Monthly Window Notes: 1 1 / 1 / 16 SAMI.& 748.dot DOCUMENT 8 Monthly Charges begin on the date we process your order and continue for a Minimum Term of 12 complete calendar months. Monthly Charges are due regardless of the level of your usage. CLEAR 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 CLEAR transactional usage charges in excess of the Monthly Window. Transactional charges are calculated based upon our then current Schedule A rate. You are also responsible for all Excluded Charges. Schedule A rates may change upon at least 30 days written or online notice. If you are a corporation accessing CLEAR Services on your own behalf and on behalf of any government agency or entity, you must sign separate agreements for each use case and be credentialed separately for each use case. 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. Initial below for a longer Minimum Term. 24 month Minimum Term. Monthly Charges for the second 12 months will be % over the first 12 months. 36 month Minimum Term. Monthly Charges for the second 12 months will be % over the first 12 months; Monthly Charges for the third 12 months will be % over the second 12 months. Government Subscribers Post -Minimum Term. If you are a government subscriber, your subscription will change to a month -to -month status at the end of the Minimum Term and your Monthly Charges will be billed at up to our then current rate. Thereafter, we may modify the Monthly Charges after at least 30 days notice. The Monthly Window will remain unchanged. Schedule A rates may change after at least 30 days written or online notice. 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 month -to -month subscription by sending at least 30 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. Federal Government Subscribers Optional Minimum Term. Federal government subscribers that chose a 24 or 36 month Mi ' er-, those additional months will be implemented at your option pursuant to federal law. Automatic Renewal Term for Non -Government Subscribers Only. If you are a non -government subscriber, your subscription will automatically renew at the end of the Minimum Tenn. Each Automatic Renewal Term will be 12 months in length ("Automatic Renewal Tenn") and include a 0% price increase unless we notify you of a different rate at least 60 days before each Automatic Renewal Tenn begins. The Monthly Window will remain unchanged. Schedule A rates may change after at least 30 days written or online notice. 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 in writing at least 30 days before an Automatic Renewal Tenn starts. Send your notice of cane lation to Customer Servicl0 Oppennan Drive, P.O. Box 64833, Eagan MN 55123-1803. Subscriber Certification Sectiof , Required for all accounts that interact with, manage or house inmates or det inees. Subscriber Certifications must be completed for every order, including renewals. By initialing below, Subscriber certifies its understanding and acceptance of the security limits of CLEAR and responsibility for controlling product, Internet and network access: Subscriber's Initials. Functionality of CLEAR cannot and does not limitcess to non -West Internet sites. It is Subscriber's responsibility to control access to the Internet. Subscriber's Initials. Subscriber will provide its own firewall, proxy servers or other security technologies as well as desktop security to limit access the CLEAR URL. Subscriber will design, configure and implement its own security configuration. Subscriber's Initials. Subscriber will not use any Data nor distribute any Data to a third party for use, in a manner contrary to or in violation of any applicable federal, state, or local law, rule or regulation or in any manner inconsistent with the General Terms and Conditions. Subscriber's Initials. Subscriber will only access CLEAR for administrative or internal business purposes. All use will fully comply with the following restrictions: • In no event shall anyone other than Subscriber's approved employees be provided access to or control of any terminal with access to CLEAR or CLEAR data. • Termin CLEAR access, access credentials, and CLEAR data will be in secured locations that do not provide inmate/detainee access. • No access shall be outsourced or otherwise provided to third parties. • Subscriber is solely responsible for ensuring that sensitive information is not made available beyond its stated permissible use. 11/1/16 SAMInet 748.dot DOCUMENT 8 IP Address Section Only External IP Address(es) or Range(s) Must Be Provided Valid External IP Addresses or IP Ranges belonging to your organization and meeting the following requirements must be provided for all CLEAR orders: • IP Addresses assigned to jurisdictions outside the United States or West approved U.S. Territories are prohibited. • IP Addresses will not be accepted from the following ranges which are reserved by the Internet Assigned Numbers Authority for special use or private networks: 10.0.0.0-10.255.255.255, 127.0.0.0-127.255.255.255, 172.16.0.0 - 172.31.255.255, 192.168.0.0 - 192.168.255.255, 169.254.0.0-169.254.255.255. • All IP addresses must be IPv4 addresses. Permissible IP Address(es) will be those provided below as well as any previously provided IP Address(es) for this Subscriber Subscriber's Internet Service Provider Name Provide IP Address(es) or IP Address Range(s) below Additional page(s) may be attached if needed ,p Beginning IP Address Ending IP Address Beginning IP Address Ending IP Address CLEAR Subscribers may receive roaming access to CLEAR by default. Roaming access permits use outside your designated IP Address/Range. C We may, at our option, block roaming access. Initial here if you would like us to block roaming access. If you do not know your company's external IP address(s), try the following: 1. Contact your network administration, firewall or security team 2. Contact your Internet Service Provider, ISP (i.e. Cable, DSL, Satellite, etc.) 3. Go to the following URL in your browser: hUs:Hsianon.thomsonreuters.com/aboutme or http://www.whatismyip.com to identify your external IP address (NOTE: If you have multiple IP addresses, this tool will only detect one IP address) Technical Contact for CLEAR Products (if applicable) (Contact for IP Address Issues) �y Name (please print) b b Telephone n E-Mail C" CLEAR Users, My Account Administrator and Authorized QuickView+ User l 11 Last NAL First Name E-mail Address CLEAR Products IN AD AN SV TC IMM IL If necessary, use additional pages and include full name, email address, and user type. User Type Key IN = Investigator AD = Administrator AN = Analyst SV = Supervisor TC = Technical My Account is provided as a service to you for user management: Last Name First Name E-Mail (Required) QuickView+ is provided as a service to you for estimating your charges. Actual charges billed may vary from Quickview+ due to discounts you receive or other charges, such as taxes. hSVs://www.guickview.com Identify which password holder you would like to have Quickview+ access. Last Name First Name E-Mail (Required) 11/1/16 SAMInet 748.dot DOCUMENT 8 CLEAR Fixed Rate Renewals F-1 Subscriber Certification Section must also be completed for all Subscribers that interact with, manage, or house inmates or detainees. Sub Mad # CLEAR Products Current Monthly Charges* Notes * Renewal Term Monthly Charges will be based on the Monthly Charges in effect the month before the Renewal Tenn starts. This amount may be different from the Current Monthly Charges shown above. Renewal Term Monthly Charges begin at the end of your Minimum Term or current Renewal Tenn. You are also responsible for all Excluded Charges. Excluded Charges are charges for accessing services that are not included in your subscription. Excluded Charges may change after at least 30 days written or online notice. If the transactional value of your CLEAR usage exceeds your then -current Monthly Charges by more than 10 times in any month (or by 20 times in any month for Enterprise Law Enforcement subscribers), we may limit access to live gateways and request that the parties enter into good faith renegotiation or terminate upon 10 days written notice. Transactional value of your CLEAR usage is calculated based upon our then -current Schedule A rate. Schedule A rates may change upon at least 30 days written or online notice. 'Al If you have a fixed rate batch and/or batch alerts subscription and the total of your batch inputs or batch alerts exceeds your annual fixed rate batch or total batch alerts allotment, we may: 1) request the parties enter into good faith negotiations regarding a superseding agreement, 2) terminate your subscription upon 10 days written notice or 3) limit your access to your fixed rate batch subscription for the remainder of the then -current 12 month period, during which time you will continue to be billed your Monthly Charges. If your access to your fixed rate batch subscription has been limited, your access will be reinstated on the first day of the following 12 month period. Initial below for Renewal Term. 'ddg� -a 12 month Renewal Term. Monthly Charges for the first 12 months will be % over the Monthl Charg ffect at the end of the current Minimum or Renewal Term. 24 month Renewal Term. Monthly Charges for the first 12 months will be % over the Monthl Charges ine of the current Minimum or Renewal Term. Monthly Charges for the second 12 months will be % over the first 12 months. 36 month Renewal Term. Monthly Charges for the first 12 months will be % ovcihthe Monthly Charges in effect at the end of the current Minimum or Renewal Tenn. Monthly Charges for the second 12 months will be % over the first 12 months; Monthly Charges for the third 12 months will be % over the second 12 months. Government Subscribers Post -Renewal Term. If you are a government subscriber, your subscriptionTvill change to a month -to -month status at the end of the Renewal Tenn, and your Monthly Charges will be billed at up to our then current rate. Thereafter, we may modify the Monthly Charges after at least 30 days notice. 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 month -to -month subscription by sending at least 30 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. Federal Government Subscribers Optional Renewal Term. FederaI ennnent subscribers that chose a 24 or 36 month Renewal Tenn, those additional months will be implemented at your option pursuant to federal law. Automatic Renewal Term for Non -Government Subscribers Only. If you are a non -government subscriber, your subscription will automatically renew at the end of the Renewal Tenn. Each Automatic Renewal Term will be 12 months in length and include a 7% price increase unless we notify you of a different rate at least 60 days before each Automatic Renewal Term begins. 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 in writing at least 30 days before an Automatic Renewal Tenn starts. Send your notice of cancellation to Customer Service, 610 Oppennan Drive, P.O. Box 64833, Eagan MN 55123-1803. CLEAR Window Renewals F-1 Subscriber ertificafion Section must also be completed for all Subscribers that interact with, manage, or house inmates or detainees. Sub Mad # CLEAR Products Current Monthly Charges* Notes * Renewal Term Monthly Charges will be based on the Monthly Charges in effect the month before this Renewal Term starts. This amount may be different from the Current Monthly Charges shown above. Renewal Term Monthly Charges are due regardless of the level of your usage. The Monthly Window will remain unchanged. CLEAR transactional usage charges that exceed the Monthly Charges are waived up to the Monthly Window. You are responsible for CLEAR transactional usage charges in excess of the Monthly Window. Transactional charges are calculated based upon our then -current Schedule A rate. You are also responsible for all Excluded Charges. Schedule A rates may change upon at least 30 days written or online notice. To apply CLEAR charges to a specific month, the request must be submitted at least five (5) business days prior to the end of the month. 11/1/16 SAMInet 748.dot DOCUMENT 8 Initial below for Renewal Term. 12 month Renewal Term. Monthly Charges for the first 12 months will be % over the Monthly Charges in effect at the end of the current Minimum or Renewal Term. 24 month Renewal Term. Monthly Charges for the first 12 months will be % over the Monthly Charges in effect at the end of the current Minimum or Renewal Term. Monthly Charges for the second 12 months will be % over the first 12 months. 36 month Renewal Term nthly Charges for the first 12 months will be % over the Monthly Charges in effect at the end of the current Minimum or Renewal Term. Monthly Charges for the second 12 months will be % over the first 12 months; Monthly Charges for the third 12 months will be % over the second 12 months. Government Subscribers Post -Minimum Term. If you are a government subscriber, your subscription will change to a month -to -month status at the end of the Minimum Term and your Monthly Charges will be billed at up to our then current rate. Thereafter, we may modify the Monthly Charges after at least 30 days notice. The Monthly Window will remain unchanged. Schedule A rates may change after at least 30 days written or online notice. 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 month -to -month subscription by sending at least 30 days written notice. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. Federal Government Subscribers Optional Renewal Term. Federal government subscribers that chose a 24 or 36 month Renewal Term, those additional months will be implemented at your option pursuant to federal law. Automatic Renewal Term for Non -Government Subscribers Only. If you are a non -government subscriber, your subscription will automatically renew at the end of the Minimum Term. Each Automatic Renewal Term will be 12 months in length and include a 0% price increase unless we notify you of a different rate at least 60 days before each Automatic Renewal Term begins. The Monthly Window will remain unchanged. Schedule A rates may change after at least 30 days written or online notice. 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 in writing at least 30 days before an Automatic Renewal Term starts. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. II II CLEAR Products to be Lapsed II + II Full Svc # CLEAR Products Miscellaneous 1. 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,�our invoiced charges, you are responsible for collection costs including attorneys' fees. 2. Credit Verification. If you are applying for credit as an individual, we may request a consumer cr eport 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 c 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. 3. Excluded Charges and Schedule A you access CLEAR services that not included in your subscription you will be charged our then current rate. Excluded Charges will be invoiced and with your next payment. For your reference, the current Excluded Charges schedules are located at http://static.legalsolutions.thomsonreuters.com/static/agreement/schedule-a-clear.pd£ Excluded Charges may change after at least 30 days written or online notice. Modification of Ex arges or Schedule A rates is not a basis for t�munation under Term, Termination of the General Terms and Conditions. 4. Auto Charg edit Card/Electronic Funds Transfer Election Payment Terms. You may authorize us to automatically charge a credit card, debit card or electronic fund transfer toW charges due. Contact Customer Service at 1-800-328-4880 for authorization procedures. If you are authorizing as part of this order, or have already authorized us to bill a credit card or debit card or make electronic fund transfer for West subscriptions on an ongoing basis, no further action is needed. 5. Returns and Refunds. You may return a print or CD-ROM/DVD 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 and Serengeti charges are not refundable. Please see hitp:Hstatic.legalsolutions.thomsonreuters.com/static/retums-refunds.pdf or contact Customer Servicetl-800-328-4880 for additional details regarding our policies on returns and refunds. 6. Applicable Law. 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 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 United States Federal Government subscriber, United States federal law will apply and any claim may be brought in any federal court. 7. General Terms and Conditions, apply to all products ordered, except print and is located at http://static.legalsolutions.thomsonreuters.com/static/general-terms- conditions.ndf. The General Terms and Conditions for Federal Subscribers is located at http://static.legalsolutions.diomsonreuters.com/static/federal-general-terms- conditions.ndf. In the event of a conflict 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. ACKNOWLEDGMENT I warrant that I am authorized to accept these terms and conditions on behalf of Subscriber Printed Name Title Date Signature X For Credit Card Transactions only: Visa Master Card Am Ex Card # Expir. Date Total Amt. to Charge for this Order Subscription charges for this order will be billed to your West account unless automatic credit card or electronic funds transfers have been separately authorized. 11/1/16 SAMInet 748.dot WEST ORDER FORM —ProFlex DOCUMENT 9 THOMSON REUTERS' for CLEAR Subscribers — Fixed Rate 610 Opperman Drive, P.O. Box 64833 St. Paul, MN 55164-1803 Tel: 651 /687-8000 Check West account status below as applicable: Rep Name & Number New (NACI Form attached) Existing with no changes Existing with changes (Permanent name change must attach a Customer Name Change Form) Does Subscriber have an existing West account? ❑ Yes If yes, please provide West account number ❑ No Acct # Quote # PO # Date Name/Subscriber Bill To Acct # Order Confirmation Contact Name E-Mail 7 CLEAR Contact Name (for delivery of Registration Keys. Individual users will also receive their Registration Keys if their e-mail addresses are provided) s E-Mail Telephone V_ CLEAR Primary Account Contact Name (general business contact) E-Mail elephone MSA Jurisdiction Contract # ion # Permanent Address Change One -Time Ship To Additional Ship T Additional Bill To Name I Attn: Z Address Suite/Floor City State CA- unty Zip d 1% t7 CLEAR ProFlex Fixed Rate Monthly Banded Full Svc Am, CLEAR ProFlex Products # of Users Rate Other Total Monthly Charges 41308780 CLEAR ProFlex Notes: dh OF Total Monthly Charges $ Monthly Charges begin on the date West Publishing Corporation ("West", "we" or "our") processes your order and continue for a Minimum Term of 12 complete calendar months. Subscriber ("you" or "I") is also responsible for all Excluded Charges. Excluded Charges are charges for accessing CLEAR services data that is not included in your subscription. Excluded Charges may change after at least 30 days written or online notice. If you are a corporation accessing CLEAR Services on your own behalf and on behalf of any government agency or entity, you must sign separate agreements for each use case and be credentialed separately for each use case. If you have an existing Per User CLEAR license and are using this Order Form to add additional users, the Minimum Term in your underlying Order Form will apply. If the transactional value of your CLEAR usage exceeds your then -current Monthly Charges by more than 10 times in any month (or by 20 times in any month for Enterprise Law Enforcement subscribers), we may limit access to live gateways and request that the parties enter into good faith renegotiation or terminate upon 10 days written notice. Transactional value of your CLEAR usage is calculated based upon our then -current Schedule A rate. Schedule A rates may change upon at least 30 days written or online notice. If you have a fixed rate batch and/or batch alerts subscription and the total of your batch inputs or batch alerts exceeds your annual fixed rate batch or total batch alerts allotment, we may: 1) request the parties enter into good faith negotiations regarding a superseding agreement, 2) terminate your subscription upon 10 days written notice or 3) limit your access to your fixed rate batch subscription for the remainder of the then -current 12 month period, during which time you will continue to be billed your Monthly Charges. If your access to your fixed rate batch subscription has been limited, your access will be reinstated on the first day of the following 12 month period. If you elect to terminate any of your ProFlex Products and/or locations during your subscription terms, the Total Monthly Charges will not be adjusted. 11/1/16 SAMInet 756.dot DOCUMENT 9 Initial below for a longer Minimum Term. 24 month Minimum Term. Monthly Charges for the second 12 months will be % over the first 12 months 36 month Minimum Term. Monthly Charges for the second 12 months will be % over the first 12 months; Monthly Charges for the third 12 months will be % over the second 12 months. When your Minimum Term terminates, the following will apply. Automatic Renewal Term. Your subscription will automatically renew at the end of the Minimum Term. Each Automatic Renewal Term will be 12 months in length ("Automatic Renewal Term") and include a 7% price increase unless we notify you of a different rate at least 60 days before each Automatic Renewal Term begins. 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 in writing at least 30 days before an Automatic Renewal Term starts. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. The ProFlex Addendum/Attachment includes a list of your ProFlex Products, billing allocation method, and applicable locations you elected. Additional attachments (PF743.dot) include the list of your personnel to whom passwords are to be issued and other data applicable to your order. 11 11 Enterprise Law Enforcement Subscribers 11 11 You certify that you have up to sworn officers in your employ at the location identified above and all locations listed on the ProFlex Addendum/Attachment. Our pricing 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. Subscriber Certification Section Required for all accounts that interact with. manage or house inmates or detainees. Subscriber Certifications must be completed for every order, including renewals. By initialing below, Subscriber certifies its understanding and acceptance of the security limits of CLEAR and responsibility for controlling product, Internet and network access: Subscriber's Initials. Functionality of CLEAR cannot and does not limit access to non -West In met sites. It is Subscriber's responsibility to control access to the Internet. Subscriber's Initials. Subscriber will provide its own firewall, proxy servers or other security tec nologies as well a esktop security to limit access to the CLEAR URL. Subscriber will design, configure and implement its own security configuration. Subscriber's Initials. Subscriber will not use any Data nor distribute any Data to a third party for use, irfLmanner contrary to or in violation of any applicable federal, state, or local law, rule or regulation or in any manner inconsistent with the General Terms and Conditions. Subscriber's Initials. Subscriber will only access CLEAR for administrative or internal business purposes. All use will fully comply with the following restrictions: 61 y • In no event shall anyone other than Subscriber's approved employees be provided access to or control of any terminal with access to CLEAR or CLEAR data. • Terminals with CLEAR access, access credentials, and CLEAR data will be in secured locations that do not provide inmate/detainee access. • No access shall be outsourced or otherwise provided to third parties. J • Subscriber is solely responsible for ensuring that sensitive information is not made available beyond its stated permissible use. IP Address Section i Only External IP Address(es) or Ranze(s) Must Be Provided Valid External IP Addresses or IE Ranges belonging to your organization and meeting the following requirements must be provided for all CLEAR orders: 7 • IP Addresses assigned to jurisdictions outside the United States or West approved U.S. Territories are prohibited. • IP Addresses will not be accepted from the following ranges which are reserved by the Internet Assigned Numbers M Authority for special use or private networks: 10.0.0.0-10.255.255.255, 127.0.0.0-127.255.255.255, 172.16.0.0 - 'o cl 172.31.255.255, 192.168.0.0 - 192.168.255.255, 169.254.0.0-169.254.255.255. • All IP addresses must be IPv4 addresses. Permissible IP Address(es) will be those provided below as well as any previously provided IP Address(es) for this Subscriber C Subscriber's Internet Service Provider Name Provide IP Address(es) or IP Address Range(s) below 11/1/16 SAMInet 756.dot Additional page(s) may be attached if needed DOCUMENT 9 Beginning IP Address Beginning IP Address Beginning IP Address Beginning IP Address Ending IP Address Ending IP Address Ending IP Address Ending IP Address CLEAR Subscribers may receive roaming access to CLEAR by default. Roaming access permits use outside your designated IP Address/Range. We may, at our option, block roaming access. Initial here if you would like us to block roaming access. If you do not know your company's external IP address(s), try the following: 1. Contact your network administration, firewall or security team 2. Contact your Internet Service Provider, ISP (i.e. Cable, DSL, Satellite, etc.) 3. Go to the following URL in your browser: https:Hsignon.thomsonreuters.com/aboutme or http:, external IP address (NOTE: If you have multivle IP addresses, this tool will onlv detect one IP your Technical Contact for CLEAR Products (if applicable) (Contact for IP Address Issues) Name (please print) ro ro r Telephone E-Mail tz r CLEAR My Account Administrators and Authorized QuickView+ User My Account is provided as a service to you for user management, general account information and granting access to other My Account users. Identify which person you would like as your My Account Administrator: Last Name QuickView+ is provided as a service to as taxes. https://www.guickview.com I_ Last Name Sub Mad # First Name J E-Mail (Required) estimating your charges. Actual charges billed may vary from Quickview+ due to discounts you receive or other charges, such Which password holder you would like to have Quickview+ access: First Name E-mail CLEAR ProFlex Fixed Rate Renewals Subscriber Certification section must also be completed for all Subscribers that interact with, manage, or house inmates or detainees. CLEAR ProFlex Products Current * Renewal Term Monthly Charges will be based on the Monthly Charges in effect the month before the Renewal Term starts. This amount may be different from the Current Monthly Charges shown above. Renewal Term Monthly Charges begin at the end of your Minimum Term or current Renewal Term. You are also responsible for all Excluded Charges. Excluded Charges are charges for accessing services that are not included in your subscription. Excluded Charges may change after at least 30 days written or online notice. If the transactional value of your CLEAR usage exceeds your then -current Monthly Charges by more than 10 times in any month (or by 20 times in any month for Enterprise Law Enforcement subscribers), we may limit access to live gateways and request that the parties enter into good faith renegotiation or terminate upon 10 days written notice. Transactional value of your CLEAR usage is calculated based upon our then -current Schedule A rate. Schedule A rates may change upon at least 30 days written or online notice. l l/l/16 SAMInet 756.dot DOCUMENT 9 If you have a fixed rate batch and/or batch alerts subscription and the total of your batch inputs or batch alerts exceeds your annual fixed rate batch or total batch alerts allotment, we may: 1) request the parties enter into good faith negotiations regarding a superseding agreement, 2) terminate your subscription upon 10 days written notice or 3) limit your access to your fixed rate batch subscription for the remainder of the then -current 12 month period, during which time you will continue to be billed your Monthly Charges. If your access to your fixed rate batch subscription has been limited, your access will be reinstated on the first day of the following 12 month period. If you have a fixed rate batch and/or batch alerts subscription and the total of your batch inputs or batch alerts exceeds your annual fixed rate batch or total batch alerts allotment, we may: 1) request the parties enter into good faith negotiations regarding a superseding agreement, 2) terminate your subscription upon 10 days written notice or 3) limit your access to your fixed rate batch subscription for the remainder of the then -current 12 month period, during which time you will continue to be billed your Monthly Charges. If your access to your fixed rate batch subscription has been limited, your access will be reinstated on the first day of the following 12 month period. If you elect to terminate any of your ProFlex Products and/or locations, the Total Monthly Charges will not be adjusted. Initial below for Renewal Term. 12 month Renewal Term. Monthly Charges for the first 12 months will be % over the Monthly Charges in effect at the end of the current Minimum or Renewal Term. 24 month Renewal Term. Monthly Charges for the first 12 months will be % over the Monthly Charges in effect at the end of the current Minimum or Renewal Term. Monthly Charges for the second 12 months will be % over the first 12 months. 36 month Renewal Term. Monthly Charges for the first 12 months will be % over the Monthly Charges in effect at the end of the current Minimum or Renewal Term. Monthly Charges for the second 12 months will be % over the first 12 months; Monthly Charges for the third 12 months will be % over the second 12 months. Automatic Renewal Term. Your subscription will automatically renew at the end of the Renewal Tenn. Each Automatic Renewa f0erm will be 12 months in length and include a 7% price increase unless we notify you of a different rate at least 60 days before each Automatic Renewal Tenn begins. 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 in writing at least 30 days befor�utomatic Renewal Term starts. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 53-1803. CLEAR Products to be Lapsed Sub Mad # I Product(s) Description Miscellaneous 1. Charges, Payments & Taxes. You agree to pay all charges in full within 30 dq;iof 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 su scriber and fail to pay your invoiced charges, you will pay our collection costs including attorneys' fees. .4 2. Credit Verification. If you are applying for credit as an Nividual, 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. 3. Excluded Charges and Scheduly gates. If you access CLEAR services that are not included in your subscription you will be charged our then current rate. Excluded Charges will be invoiced "due with your next payment. For your reference, the current Excluded Charges schedules are located at htt2:Hstatic.legalsolutions.thomsoiTffters.com/static/azreement/schedule-a-clear.pdf. Excluded Charges may change after at least 30 days written or online notice. Modification of Excluded Charges or Schedule A rates is not a basis for termination under Term, Termination of the General Terms and Conditions. 4. Auto Charge Credit Card/Electronic Funds Transfer Election Payment Terms. You may authorize us to automatically charge a credit card or debit and electronic fund transfer to pay charges due. Contact Customer Service at 1-800-328-4880 for authorization procedures. If you are authorizing, as part of this order, or have already authorized us to bill a credit card or debit card or make electronic fund transfer for West subscriptions on an ongoing basis, no further action is needed. 5. Returns and Refunds. You may return a print or CD-ROM/DVD 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 and Serengeti charges are not refundable. Please see htip:Hstatic.legalsolutions.thomsonreuters.com/static/returns-refunds.pdf or contact Customer Service at 1-800-328-4880 for additional details regarding our policies on returns and refunds. 6. Applicable Law. 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 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 United States Federal Government customer, United States federal law will apply and any claim may be brought in any federal court. 7. General Terms and Conditions, are located at http:Hstatic.legalsolutions.thomsonreuters.com/static/general-terms-conditions.pdf and apply to all products ordered, purchased or licensed on this Order Form except print. 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. 11/1/16 SAMInet 756.dot DOCUMENT 9 ACKNOWLEDGMENT I warrant that I am authorized to accept these terms and conditions on behalf of Subscriber. Printed Name Title Date Signature X For Credit Card Transactions only: Visa Master Card Am Ex Total Amt. to Charge Card # Expir. Date for this Order Subscription charges for this order will be billed to your West account unless automatic credit card or electronic funds transfers have been separately authorized. l l/l/16 SAMInet 756.dot DOCUMENT 10 THOMSON REUTERS CLEAR Services Schedule A Commercial Subscriber's Accessing Enhanced CLEAR® Services Subscriber will only receive access to the Enhanced CLEAR products listed on the Order Form. If Subscriber is ordering a fixed rate plan, the Monthly Enhanced CLEAR Charges appear on the Order Form and the rates set forth below are pro forma rates that apply to the transactional value of Subscriber's Enhanced CLEAR usage. Any users of Enhanced CLEAR Services must be credentialed prior to accessing. 1. Transactional Charges I. Search Charges Person Search $5.00 per search Business Search 4.50 per search SEC Filings 2.00 per search DE Gateway Search 10.00 per search DE Gateway Detail 15.00 per search Asset Search 5.00 per search Intellectual Property 2.00 per search Phone Search -Public Record Phones 3.50 per search Phone Search -Real Time Reverse Phone Number Gateway 1.50 per search Public Records Photo Line-up Search 2.00 per search Current Incarceration Search 3.50 per search Recent Bookings Search 3.50 per search License Search 5.00 per search 50 State DMV Gateway 2.00 per search Court Record Search 4.50 per search Web Analytics Search 1.75 per search NPI Search 1.00 per search Sanctions Search 5.00 per search Real -Time Incarceration & Arrest Records (RTIA) 4.00 per search World -Check Risk Intelligence 5.00 per search Associate Analytics 1.00 per search Company Family Tree 5.00 per search Graphical View 5.00 per search Graphical View Expansion 1.00 per search Map Enhancements 0.25 per search News Search 1.75 per search Quick Analysis 1.00 per search Contact View 1.50 per search Alert Result - Full Text 9.00 per result Alert Result - RTIA 4.00 per result CLEAR ID Confirm Core 5.00 per search Core Plus 5.50 per search Premium 6.00 per search ii. Report Charges AutoCheck Vehicle History Report $14.50 per report Individual Report 15.00 per report Add Associates to Report 2.00 per report Basic Report 10.00 per report Company Report 15.00 per report Contact Report 10.00 per report Business Credit Report 15.00 per report Real Property Individual Reports 5.00 per report Real Property Comprehensive Report 10.00 per report Real Property Deed Image/Parcel Map 20.00 per report 2. Batch Services i. CLEAR Batch Search Charges Person Search $ 0.68 per row Public Records Phone Search .45 per row Reverse Phone Search .40 per row ii. Batch Search Charges Person Search $0.04 - $5.00 per result and/or input Document Search $0.04 - $5.00 per result and/or input CLEAR ID Confirm $0.04 - $5.00 per result and/or input iii.Batch Alert Charges Person Alert $0.20 - $5.00 per result and/or input Company Alert $0.40 - $5.00 per result and/or input RTIA Alert $0.40 - $5.00 per result and/or input 10/1/16 SAMInet 853.dot DOCUMENT 11 Account Validation and Certification (AVC) Form Westlaw and CLEAR (Government) THOMSON REUTERS" Subscriber Information Account Number (if applicable) Full Legal Name/Entity Business Unit/Dept/Agency The applicant's address below is (please check one): ❑ a Commercial Location ❑ a Residence (i.e. a home -based business) Street Address C City Count (if not US) 7 State Zip C7 Main Organization Telephone Location/Contact/Ext Telephone E-Mail Address Website Cell Phone (if no land line available) ❑ Check here if no website available =L ACCOUNT TYPE SECTION Select the applicable type and continue to next step Select Type of Government ❑ US - Federal ❑ US - State ❑ US - Local ❑ Tribal Government ❑ Other Government (please describe) Do your end users have arrest powers? Select Type of Academic Institution ❑ Privately Funded Academic Instit*on (non-govt funded) El Government Funded Academic L►'�titution '11� ❑ No ❑ Yes N Will data be used to help collect consumer debt (i.e., financial obligations of a consumer relating to a transaction for personal, family, or household purpose)? Im Are you requesting access to the Social Security Administration Death-a-s—re:N" DMF"), which includes date of birth, social security number, and full date of death for deceased individuals within three years of death ("Limited Access DMF")? Are you requesting access to Utility data? 4m1h No ❑ ❑ No ❑ Yes ❑ No ❑ Yes Depending on the specific data that you are requesting, a site inspection may be required of each of the location(s) where your end user(s) will be using the product. Please provide the name and phone number of the person you would like us to contact if a site inspection needs to be scheduled Name Telephone Number Multiple Locations/Branches/Subsidiaries Please check here if your end users will be using the product at multiple locations. If so, please attach a completed Addendum to Account Validation and Certification Form - Multiple Locations. Permissible Use under Gramm Leach Bliley Act Your use of certain consumer data within the product is limited by the U.S. Gramm -Leach -Bliley Act (15 U.S.C. 6801 et. seq.). In order to access this data you must indicate your permissible use(s) below. If you do not have a permissible use, you must select the "no permissible use" option. ❑ You do not have a permissible use ❑ For use by a person holding a legal or beneficial interest relating to the consumer ❑ For use in complying with federal, state, or local laws, rules, and other applicable legal requirements ❑ For use as necessary to effect, administer, or enforce a transaction requested or authorized by the consumer El local use in complying with a properly authorized civil, criminal, or regulatory investigation, subpoena, or summons by federal, state, or local authorities ❑ For use to protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability ❑ For use by any Law Enforcement Agency, self regulatory organizations or for an investigation on a matter related to public safety ❑ To persons acting in a fiduciary or representative capacity on behalf of the consumer ❑ For required institutional risk control or for resolving consumer disputes or inquiries ❑ With the consent or at the direction of the consumer Permissible Use under Drivers Privacy Protection Act Your use of certain drivers record and vehicle data is limited by the U.S. Drivers Privacy Protection Act (18 U.S.C. §2721 et seq.). In order to access this data you must indicate your permissible use(s) below. If you do not have a permissible use, you must select the "no permissible use" option. 5/1/16 SAMInet 933.dot ❑ You do not have a permissible use DOCUMENT 11 ❑ For official use by a Court, Law Enforcement Agency or other Government agency ❑ To verify or correct information provided to you by a person in order to prevent fraud, pursue legal remedies or recover a debt; skip tracing ❑ For use in connection with a civil, criminal or arbitral legal proceeding or legal research ❑ For use in connection with an insurance claims investigation or insurance antifraud activities Permissible Use and Certification under the Bipartisan Budget Act of 2013 to Limited Access DMF Your use of the Limited Access DMF (as defined above) is controlled by the U. S. Bipartisan Budget Act of 2013 (42 U.S.C. § 1306 et seq.). hi order to access this data you must indicate your permissible use(s) below. If you do not have a permissible use, you must select the "no permissible use" option. ❑ You do not have a permissible use ❑ For a legitimate fraud prevention purpose ❑ For legitimate business purpose pursuant to a law, governmental rule, regulation, or fiduciary duty The U.S. Bipartisan Budget Act requires that (1) you maintain a comprehensive information security program, including systems, facilities, and procedures in place to safeguard the Limited Access DMF, and (2) you have the experience in maintaining the confidentiality, security, and appropriate use of such information, pursuant to requirements similar to the requirements of section 6103(p)(4) of the Internal Revenue Code of 1986. You agree that you will not make the Limited Access DMF available to any person or entity that does not meet the requirements to be a Certified Person as set forth in 15 C.F.R. §I110.102. IF REQUIRED BY A GOVERNMENT AGENCY, YOU AGREE TO BE PROPERLY CERTIFIED PRIOR TO UTILIZING THE LIMITED ACCESS DMF AND WILL PROVIDE A COPY OF SUCH CERTIFICATION TO WEST UPON ITS REQUEST. UNMASKED OR FULL DISPLAY OF SENSITIVE PERSONAL INFORMATION SECTION Qualified Accounts Only Complete this Section ONLY if you are requesting access to or removal of full display sensitive personally identifiable information. WEST PUBLISHING CORPORATION (`WEST') — AUTHORIZED SENSITIVE PERSONAL INFORMATION DISPLAY POLICY: West seeks to balance overall individual privacy needs and concerns with the legitimate personal information needs of specific entities as allowed within the provisions of the U.S. Gramm Leach Bliley Act (15 U.S.C. § 6821 et seq.) (U.S. GLB), U.S. Drivers Privacy Protection Act (18 U.S.C. §2721 et seq.) (U.S. DPPA) U.S. Bipartisan Budget Act of 2013 (42 U.S.C. §1306 et seq.), and other applicable laws. As a general rule, sensitive data in our public records products is truncated or masked. In order to help ensure that access to authorized unmasked and full display of sensitive data is warranted, we require validation on a regular basis to certify that the unmasked and full display of personal information is needed, continues to be needed, and will only be used in connection with legitimate business. Wes, in our sol cretion, reserves the right to discontinue access to unmasked and full display of sensitive information as we deem necessary or as required by our data providers. CLEAR Subscribers: All users under a CLEAR subscription are granted the same level of access. Please mWrialize your acknowledeement of this by indicating the action to be taken in the Add/Remove column (i.e., `ADD to all CLEAR Users" or `Remove from all CLEAR Users' Westlaw Subscribers: Only those Westlaw users listed below will be granted access to unmasked or full displav ofsensitive personal information. By completing the information below, you understand that you are requesting that unmasked or full display of Social Security Numbers, Date of Birth and/or Driver's License information to be added or removed from the accounts indicated below. User Action Last Name First name Password (applicable only if active subscriber Add or Remove BY SIGNING BELOW YOU CERTIFY THAT: • All end users will access and use the data, t g all personally identifiable information, in accordance with all applicable laws, rules, and regulations. No end user will access records that require a permissible use unless such a use exists. It is your responsibility to seek guidance and clarification in case of any question about the proper use of any data. YOU ARE RESPONSIBLE FOR ANY UNAUTHORIZED COLLECTION, ACCESS, USE, OR DISCLOSURE OF DATA AVAILABLE OR ACCESS BY YOUR END USERS. You agree to immediately notify us of any actual or suspected breach or unauthorized collection, access, use or disclosure of any data. You agree to make all reasonable efforts to assist us and our data providers in relation to any related investigation. • You and your end users are NOT involved in credit fraud, identification theft, stalking, harassment, any unethical business practices or illegal activity and neither you nor your end users have or will assisted or facilitated these activities by your customers. Neither you nor your end users are on the U.S. Treasury Department Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List. • You understand that West is not a Consumer Reporting Agency and that you will only use the data to support your own processes and decisions. You understand that you are strictly prohibited from denying any service or access to a service to a consumer based on any data. Examples of types of service include eligibility for credit or insurance, employment decisions, or any other purpose described in the Fair Credit Report Act (15 U.S.C.A. §1681 et. seq.). • You understand that you may periodically be required to re -certify information provided in this AVC form. • All information you provided in this AVC Form and any related or associated documents is true and correct and, if applicable, applies to all locations set forth in the Multi -Location Addendum. Your signature below as "Authorized Representative" certifies that you are the authorized signatory for this account AUTHORIZED REPRESENTATIVE Printed Name Title Date Signature 5/1/16 Once this document is completed and signed by an authorized representative of the Subscriber, please provide it to your West Sales Consultant with a signed order or fax to 866-294-1042 or email to west.avtcredentials(&thomson.com. All information is subject to verification and approval by West. SAMInet 933.dot DOCUMENT 12 THOMSON REUTERS" Addendum to the Account Validation and Certification Form - Multiple Locations This form must be completed in the event that the Subscriber is subscribing to services for use at multiple locations, branch offices or subsidiaries. Account Number (if applicable) Subscriber Name (Main Office) If a Subscriber created attachment is used, it must include the following: Account/Branch/Subsidiary Account Number (if applicable), Account/Branch/Subsidiary Name, Street Address, City and State. Account/Branch/ Subsidiary Account Number Account/Branch/Subsidiary Name , Street A ss city State Zip AUTHORIZED REPRESENTATIVE ADDENDUM TO THE ACCOUNT VALIDATION AND CERTIFICATION FORM- MULTIPLE LOCATIONS. Subscriber certifies that the Business Type and Privacy Compliance information provided in the Account Validation and Certification Form applies to all locations set forth in this Addendum and that the location information set forth in this Addendum is complete and accurate. Printed Name Title Date Signature X 5/1/13 SAMInet 715.dot DOCUMENT 13 THOMSON REUTERS'" Schedule C to General Terms and Conditions Thomson Reuters Legal Products and Services User Agreement THIS Schedule C to General Terms and Conditions User Agreement ("User Agreement") is entered into among, ("Subscriber", "you" or "your"), ("User") and West Publishing Corporation ("we", "our", or "West") as follows: 1. Access to Products. This Schedule C User Agreement ("User Agreement") is entered into to allow you to permit User to access and use West product(s) identified below. Access to and use of West products by third parties who have not entered into a Schedule C User 5. Agreement is strictly prohibited. 2. 9 Governing Terms. All access to and use of products by User is governed by the terms and conditions of (i) this User Agreement; (ii) the General Terms and Conditions for Thomson Reuters Legal Products and Services ("General Terms and Conditions") located at http:Hstatic.legalsolutions.thomsonreuters.com/static/general-terms- conditions.pdf with User being "you" under those General Terms and Conditions, and (iii) any applicable miscellaneous or additional terms in your ordering document. In the event of a conflict between this User Agreement and the General Terms and Conditions, the provisions of this User Agreement will control. You will provide copies of the General Terms and Conditions to User upon request, and will ensure User's compliance with the terms and conditions of the General Terms and Conditions and this User Agreement. License Grant. We grant User a non-exclusive, non -transferable, limited license to access and use the product(s) identified below. a. Subject to the restrictions in paragraph 4 (License Restrictions), User may use the product(s) in the regular course of business, legal, and other research and related work for Subscriber. User may quote and excerpt from our information products in furtherance of your work with the appropriate cite and credit to the source. User may store insubstantial amounts of data from our information products in a secure internal system in the regular course of its business. User may display our information product data internally. User may transmit our information product data electronically using a feature in the information product or print and share that information product data as necessary in the regular course of its business. The Copyright Act (17 U.S.C.A. 107) fair use provision may allow additional uses. b. Software product licenses include updates (bug fixes, patches, maintenance releases) but do not include upgrades (releases or versions that include new features or additional functionality). User may use our software product in object code only. User may make copies of our software product for backup and archival purposes. No other copying or reproduction is allowed. User may not modify, translate or create derivative works of our software products. c. If your content is hosted in our system through a West product covered under this Schedule C, you grant User the right to access and use your uploaded content and documents stored in our hosted environment. 4. License Restrictions. a. Usage Restrictions. User may not store, sell, sublicense, distribute, display or transfer the products in bulk or in any way that could be used to replace or substitute for our products or services in whole or in part or as a component of any material offered for sale, license, or distribution to third parties. b. Compliance with Applicable Law. User will use our products in accordance with applicable law. 6. c. Copyright Notices. Copyright notices must be retained on transmitted or printed items. Regulated Data. Due to the regulated or private nature of some data in our information products such as credit header data, motor vehicle data, driver license data and voter registration data, User may need to complete a credentialing process which will include certifying what User's legally permissible use of the data will be. User agrees to immediately notify us if any of the information User provided in this User Agreement or during the credentialing process changes. User agrees and warrants that you and User are the end users of this data and that you and User will only use it for internal business purposes. User also warrants that the access, use and distribution of this data to will be strictly limited to uses permitted under applicable laws, rules and regulations and as permitted by the third party additional terms. User will keep the data confidential. User will use industry standard administrative, physical and technical safeguards to protect the data. User will not disclose it to anyone except as necessary to carry out your permissible use. User will immediately report any misuse, abuse or compromise of the data. User agrees to cooperate with any resulting inquiry. If we reasonably believe that the data has been misused, abused or compromised, we may block access without additional notice. Third Party Providers. Our products may include data and/or software from third parties. Some third party providers require us to pass additional terms through to User. The third party providers change their additional terms occasionally and new third party providers are added from time to time. To see the current third party additional terms for Westlaw and CLEAR information products go to http://Iegalsolutions.com/westlaw-additional-terms and http://Iesalsolutions.com/clear-additional-terms. Privacy. The parties will at all times process personally identifiable information (PII) you provide to us in accordance with applicable law. You and User confirm that you and User will only upload or disclose PII as permitted by applicable law. The parties will use reasonable efforts to assist one another in relation to the investigation and remedy of any claim, allegation, action, suit, proceeding or litigation with respect to alleged unauthorized access, use, processing, or disclosure of PII. Each party will maintain, and will require any third party data processors to maintain, appropriate physical, technical and organizational measures to protect the PII against accidental, unauthorized or unlawful destruction, loss, alteration, disclosure, or access. PII includes any information relating to an identified natural person or a natural person who can be identified directly or indirectly by means reasonably likely to be used by the controller of the information, or any other natural or legal person. 8. Responsibility for User. You are responsible for User's access to and use of the products/services, including without limitation, User's misconduct, negligence, breach of any governing documents, breach of any applicable laws, rules, or regulations and any related charges. You are responsible for all damages caused by misuse, abuse or compromise of the data by User, you, your employees and any person or entity with which you shared the data. We will be responsible for damages caused by us. 9. Term and Termination. This User Agreement will become effective when signed by User and you, and will continue in force until terminated by any party upon at least 30 days prior written notice to the other parties. Any party may terminate this User Agreement immediately upon giving written notice of termination to the other parties if any other party commits a material breach. This User Agreement will terminate automatically upon termination or expiration of the ordering document and/or the General Terms and Conditions. 9/1/16 SAMInet 82.dot DOCUMENT 13 10. Effect of Agreement. We may amend the terms and conditions of this User Agreement by giving you and User at least 30 days prior written notice. 11. 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 you and User at the addresses below. SUBSCRIBER Firm Name Signature Name (please print) Title Date Address USER Signature Name (please print) Title Date Firm Name Address Contact Telephone West Product(s): 9/1/16 SAMhiet 82.dot DOCUMENT 14 '."•� THOMSON REUTERS" Schedule D Thomson Reuters Legal Products and Services System -to -System Integration User Agreement THIS SYSTEM -TO -SYSTEM INTEGRATION USER AGREEMENT ("User Agreement") is entered into among, ("you" or "your"), ("User") and West Publishing Corporation ("we" or "our" or West") as follows: 1. Access to Products. User Agreement is entered into to allow you to permit User to access and use the West product(s) identified below. Access to and use of West products by third parties who have not entered into a Schedule D User Agreement is strictly prohibited. 4 2. Governing Terms. All access to and use of products by User is governed by the terms and conditions of (i) this User Agreement; (ii) the General Terms and Conditions for Thomson Reuters Legal Products and Services ("General Terms and Conditions") located at http://static.legalsolutions.thomsonreuters.com/static/ eg neral -terms-conditions.pdf with User being "you" under those General Terms and Conditions, and (iii) any applicable miscellaneous or additional terms in your ordering document. In the event of a conflict between this User Agreement and the General Terms and Conditions, the provisions of this User Agreement will control. You will ensure User's compliance with the terms and conditions of the General Terms and Conditions and this User Agreement. 3. License Grant. We grant User a non-exclusive, non- transferable, limited license to access and use the product(s) identified below. a. Subject to the restrictions in paragraph 5 (License Restrictions), User may use the product(s) in the regular course of User's business, legal, and other research and related work. User may quote and excerpt from our information products in furtherance of your work with the appropriate cite and credit to the source. User may store insubstantial amounts of data from our information products in a secure internal system in the regular course of its business. User may display our information product data internally. User may transmit our information product data electronically using a feature in the information product or print and share that information product data as necessary in the regular course of its business. The Copyright Act (17 U.S.C.A. 107) fair use provision may allow additional uses. b. Software product licenses include updates (bug fixes, patches, maintenance releases) but do not include upgrades (releases or versions that include new features or additional functionality). User may use our software product in object code only. User may make copies of our software product for backup and archival purposes. No other copying or reproduction is allowed. User may not modify, translate or create derivative works of our software products. System -to -System Integration. Except as otherwise permitted by the terms of use, data will not be distributed or transferred in whole or in part via the integrated product or otherwise to any third party. Data will not be stored in bulk or in a searchable database. Data will not be used in any way to replace or substitute West's products or services or as a component of any material offered for sale, license or distribution to third parties. No party will use any means to discern the source code of West's products and product data. We have no obligation to User with regard to the functionality or non -functionality of West's products during or after the integration. License Restrictions. a. Usage Restrictions. User may not store, sell, sublicense, distribute, display or transfer the products in bulk or in any way that could be used to replace or substitute for our products or services in whole or in part or as a component of any material offered for sale, license, or distribution to third parties. b. Compliance with Applicable Law. User will use our products in accordance with applicable law. c. Copyright Notices. Copyright notices must be retained on transmitted or printed items. Regulated Data. Due to the regulated or private nature of some data in our information products such as credit header data, motor vehicle data, driver license data and voter registration data, User may need to complete a credentialing process which will include certifying what User's legally permissible use of the data will be. User agrees to immediately notify us if any of the information User provided in this User Agreement or during the credentialing process changes. User agrees and warrants that you and User are the end users of this data and that you and User will only use it for internal business purposes. User also warrants that the access, use and distribution of this data to will be strictly limited to uses permitted under applicable laws, rules and regulations and as permitted by the third party additional terms. User will keep the data confidential. User will use 5/1/16 SAM1net 881.dot DOCUMENT 14 industry standard administrative, physical and technical safeguards to protect the data. User will not disclose it to anyone except as necessary to carry out your permissible use. User will immediately report any misuse, abuse or compromise of the data. User agrees to cooperate with any resulting inquiry. If we reasonably believe that the data has been misused, abused or compromised, we may block access without additional notice. 7. Third Party Providers. Our products may include data and/or software from third parties. Some third party providers require us to pass additional terms through to User. The third party providers change their additional terms occasionally and new third party providers are added from time to time. To see the current third party additional terms for Westlaw and CLEAR information products go to htti)://le2alsolutions.com/westlaw-additional-terms and htti)://le2alsolutions.com/clear-additional-terms. Privacy. The parties will at all times process personally identifiable information (PII) you provide to us in accordance with applicable law. You confirm that you and User will only upload or disclose PII as permitted by applicable law. The parties will use reasonable efforts to assist one another in relation to the investigation and remedy of any claim, allegation, action, suit, proceeding or litigation with respect to alleged unauthorized access, use, processing, or disclosure of PII. Each party will maintain, and will require any third party data processors to maintain, appropriate physical, technical and organizational measures to protect the PII against accidental, unauthorized or unlawful destruction, loss, alteration, disclosure, or access. PII includes any information relating to an identified natural person or a natural person who can be identified directly or indirectly by means reasonably likely to be used by the controller of the information, or any other natural or legal person. 9. Responsibility for User. You are responsible for User's access to and use of the products/services, including without limitation, User's misconduct, negligence, breach of any governing documents, breach of any applicable laws, rules, or regulations and any related charges. You are responsible for all damages caused by misuse, abuse or compromise of the data by User, you, your employees and any person or entity with which you shared the data. We will be responsible for damages caused by us. party commits a material breach. This User Agreement will terminate automatically upon termination or expiration of the ordering document and/or the General Terms and Conditions. 11. Effect of Agreement. We may amend the terms and conditions of this User Agreement by giving you and User at least at least 30 days prior written notice. 12. 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 you and User at the addresses below. You and User, by signing below acknowledge understanding and acceptance of the terms and conditions of this Schedule D System -to - System Integration User Agreement. [YOUR NAME]: By: Name: Please Print Title: [USER'S NAME]: By: Name: Please Print Title: Address: Phone: Email: 10. Term and Termination. This User Agreement will become effective when signed by User and you, and will continue in force until terminated by any party upon at least at least 30 West Product(s): days prior written notice to the other parties. Any party may terminate this User Agreement immediately upon giving written notice of termination to the other parties if any other 5/1/16 SAM1net 881.dot DOCUMENT 15 West Order Form — Modification Addendum WestlawPRO Select Products 610 Opperman Drive, P.O. Box 64833 St. Paul, MN 55164-1803 THOMSON REUTERS Rep Name & Number Modification to Account # Subscriber Name Order Confirmation Contact Name: E-Mail Subscriber's Existing Select Product: ❑ Government ❑ Patron Access Select ❑ Corporate Select Select Federal Government Account Type Non-FEDLINK FEDLINK GSA MSA Jurisdiction Contract # Option # Modification Type ❑ Quantity: # Change ❑ Product: Select Modules/Products Quantity/ # of Corp # of Patron Access # of Patron Access Modification to Online Products Mad If this modification is of a WestlawPRO Select product under a current WestPack, this Agreement serves as a modification of the Principal product. This Addendum modifies the Order Form for the changes identified above currently in effect between Subscriber ("you" or "I") and West Publishing Corporation ("West", "we" or "our"). The terms of this Addendum will be effective on the date we process the modification. The Monthly Charges will increase by $ for the changes identified above to the amount of S . Attachment (991.dot), if applicable, is incorporated by reference. Except as expressly provided in this Addendum, all other terms and conditions of the underlying Oder Form including, but not limited to, Monthly Charges annual increases and the length of the term remain unchanged. Banded Products Complete the following if you are changing the number of use orneys: You have attorneys (partners, shareholders, as ates. contract or staff attorneys, of counsel, and the like), corporate users, personnel or full -time -equivalent students for the banded products you selected to license or purchase in this Order Form. 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. 11 Westlaw Roaming Access If you access Westlaw regulated data, you receive roaming access by default. Roaming access permits users located outside your designated IP address range to access Westlaw regulated data. We may block roaming access at our option. You may choose to block roaming access by initialing below. Initial to block roaming access Required only if changes to corporate band/users Internal Cor orate Use Only LBND ACKNOWLEDGMENT I warrant that I am authorized to accept these terms and conditions on behalf of Subscriber. WEST, A THOMSON REUTERS BUSINESS Printed Name Title Title Date Date Signature X Signature X 6/1/16 SAMInet 674.dot West Order Form — Modification Addendum DOCUMENT 16 for WestlawPRO Select Products with Renewal '' '"� •`"'' T H O M S O N R E UTE R S" 610 Opperman Drive, P.O. Box 64833 ;:;: St. Paul, MN 55164-1803 Rep Name & Number Modification to Account # Subscriber Name Order Confirmation Contact Name: E-Mail Subscriber's Existing Select Product: ❑ Government Select ❑ Patron Access Select ❑ Corporate Select Federal Government Account Type Non-FEDLINK FEDLINK GSA MSA Jurisdiction Contract # Option # Modification Type Quantity/ # of Corp # of Patron Access # of Patron Access Modifications to Online Product Mad # Online Modules If this modification is of a WestlawPRO Select product under a current WestPack, this Agreement serves as a modification of the Principal product. Action This Addendum modifies the Order Form for the changes identified above currently in effect between Subscriber ("you" or "I") and West Publishing Corporation ("West", "we" or "our"). The terms of this Addendum will be effective on the date we process the modification. The Monthly Charges will increase by $ for the changes identified above to the amount of $ . Attachment (991.dot), if applicable, is incorporated by reference. Except as expressly provided in this Addendum, all other terns and conditions of the underlying Order Form including, but not limited to, Monthly Charges annual increases and the length of the term remain unchanged. Banded Products Subscriptions Complete this section if you are changing the number of your users and attorneys. You have attorneys (partners, shareholders, associates, contract or staff attorneys, of counsel, and the like), corporate users, personnel or full -time - equivalent students for the banded products you selected to license or purchase in this Order Form. 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 Monthly Charges as applicable. Required only if changes to corporate band/users Internal Corporate Use Only BND 6/1/16 SAMInet 690.dot Online Product Renewals Sub Mall # Online Products Current Monthly Charges* Notes: * Renewal Term Monthly Charges will be based on the Monthly Charges in effect the month before the Renewal Term starts. This amount may be different from the Current Monthly Charges shown above. Renewal Tenn Monthly Charges begin at the end of your Minimum Tenn or current Renewal Term. You are also re nsible for all Excluded Charges. Excluded Charges are charges for accessing Westlaw data or Practice Solution services that are not included in your subscription. Excl Charges may change after at least 30 days written or online notice. Initial below to select the Renewal Term. , 12 month Renewal Term. Monthly Charges for the first 12 months will be %,ever the Monthly Charges in effect at the end of the current Minimum or Renewal Tenn. _ 24 month Renewal Term. Monthly Charges for the first 12 months will be % over the Monthly Charges in effect at the end of the current Minimum or Renewal Tenn. Monthly Charges for the second 12 months will be % over the first 12 months. 36 month Renewal Term. Monthly Charges for the first 12 months will be % over the Monthly Charges in effect at the end of the current Minimum or Renewal Tenn. Monthly Charges for the second 12 months will b� % ov�ihe first 12 months; Monthly Charges for the third 12 months will be % over the second 12 months. 1 Government Subscribers Post -Renewal Term. If you are a government subscriber, your subscription will change to a month -to -month status at the end of the Renewal Tenn, and your Monthly Charges will be billed at up to then current retail rates. Thereafter, we may modify the Monthly Charges after at least 30 days notice. 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 month -to -month subscription by sending at least 30 days written notice. Send your notice of cancellation to Customer Ser�ce, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. Federal Government Subscribers Optional Minimum Ted F ovt subscribers that chose a 24 or 36 month Renewal Tenn, those additional months will be implemented at your option pursuant to federal law. ` Automatic Renewal Term for Non -Government Subscribers Only. If you are a non -government subscriber, your subscription will automatically renew at the end of the Renewal Tenn. Each Automatic Renewal Tenn will be 12 months in length and include a 7% price increase unless we notify you of a different rate at least 60 days before each Automatic Renewal Tenn starts. 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 in writing at least 30 days before an Automatic Renewal Term starts. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. Westlaw Roaming Access If you access Westlaw regulated data, you receive roaming access by default. Roaming access permits users located outside your designated IP address range to access Westlaw regulated data. We may block roaming access at our option. You may choose to block roaming access by initialing below. Initials to block roaming access Miscellaneous 1. 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. 2. 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. 3. Excluded Charges. If you access Westlaw data or Practice Solutions services that are not included in your subscription you will be charged our then current rate. Excluded Charges will be invoiced and due with your next payment. For your reference, the current Excluded Charges schedules are located at http:Hstatic.legalsolutions.thomsonreuters.com/static/agreement/schedule-a-westlaw.vdf and htt2://static.legalsolutions.thomsonreuters.com/static/agreement/schedule-a- concourse-firm-central-caselo iq stix.pdf. Excluded Charges may change after at least 30 days written or online notice. Modification of Excluded Charges or Schedule A rates is not a basis for termination under Tern, Termination of the General Terns and Conditions. 6/1/16 SAMInet 690.dot 4. Auto Charge Credit Card/Electronic Funds Transfer Election Pa9UPMENTAPauthorize 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 are authorizing as part of this order, or have already authorized us to bill a credit card or debit card or make electronic fund transfer for West subscriptions on an ongoing basis, no further action is needed. 5. Returns and Refunds. You may return a print or CD-ROM/DVD 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 and Serengeti charges are not refundable. Please see http://static.legalsolutions.thomsonreuters.com/static/returns-refimds.pdf or contact Customer Service at 1-800-328-4880 for additional details regarding our policies on returns and refunds. 6. Transportation Charges. Print and CD-ROM/DVD products are shipped F.O.B. origin. Transportation charges will be added for expedited shipments made at your request and for international product delivery. Expedited shipments and international product shipments will be charged at the then current carrier rate. 7. Applicable Law. 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 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 United States Federal Government subscriber, United States federal law will apply and any claim may be brought in any federal court. 8. General Terms and Conditions,apply to all products ordered, except print and is located at http://static.legalsolutions.thomsonreuters.com/static/general-terms- conditions.pdf. The General Terms and Conditions for Federal Subscribers is located at http://static.legalsolutions.thomsonreuters.com/static/federal-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. 9. 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 httt ://static.legalsolutions.thomsonreuters.com/static/product-specific-terms.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. • Ca...,..... ne..e---t, • CI • Cc • He • Pri • Tij • W, • W, • W, • W, • W, ACKN I warran Subscril Printer Title Date Signatr BUSINESS 6/1/16 SAMInet 690.dot DOCUMENT 17 West Order Form Attachment to Modification AddendumTHR S for WestlawPRO Select Products F' 610 Opperman Drive, P.O. Box 64833 St. Paul, MN 55164-1803 Tel: 651 /687-8000 This Attachment is incorporated by reference into and made a part of the underlying Order Form and must accompany a West Order Form - Modification for WestlawPRO Select Products. Account # I I Account Name 11 Modification(s) to WestlawPRO Select Module(s) Mad # WestlawPRO Select Module(s) Action Passwords Last Name First Name, M.I. Jdg Clrk Ally Lib Para Other 9/ 1 / 15 SAMhiet 991.dot WEST ORDER FORM Look Back Renewal DOCUMENT 18 610 Opperman Drive, P.O. Box 64833 St. Paul, MN 55164-1803 Tel: 651 /687-8000 ;; -r•� THOMSON REUTERS Check West account status below as applicable: Rep Name & Number New (NACI Form attached) Existing with Increase Credit Limit (NACI Form attached) Existing with no changes Existing with changes (Permanent name change must attach a Customer Name Change Form) Acct # Quote # PO # Date Name/Subscriber Bill To Acct # Order Confirmation Contact Name E-Mail 7� Password Contact Name (for password delivery) C E-Mail Time and Billing Contact Name E-Mail Permanent Address Change One -Time Ship To Additional Ship Additional Bill To "sl Name Attn: Z Address Suite/Floor t7 City State County Zip t7 Promo Code 601817A77434 IFWestlawPRO/Practice Solutions/Software Look Back Renewals 11 Sub Mad # WestlawPRO/Practice Solutions/Software Products Ib Monthly Charges as billed under Subscriber's most recent Minimum Term or Renewal Term Current Monthly Charges * Look Back Renewal Monthly Charges r Notes: *Current Monthly Charges is/are rate(s) in effect as of the date of this Order Form. Look Back Renewal Monthly Charges (Monthly Charges) and the Renewal Term begin on the first day of the month following the date West Publishing Corporation ("West", "we" or "our") processes your order and continue for the term of complete calendar months elected by Subscriber ("you" or "P') below. You are also responsible for all Excluded Charges. Excluded Charges are charges for accessing Westlaw data or Practice Solution services that are not included in your subscription. Excluded Charges may change after 30 days written or online notice. Initial below to select the Renewal Term. 12 month Renewal Term. Monthly Charges for the first 12 months will be $ 24 month Renewal Term. Monthly Charges for the first 12 months will be $ over the first 12 months. increased by 0%. increased by 0%. Monthly Charges for the second 12 months will be _% 36 month Renewal Term. Monthly Charges for the first 12 months will be $ increased by 0%. Monthly Charges for the second 12 months will be over the first 12 months; Monthly Charges for the third 12 months will be _% over the second 12 months. When this Renewal Tenn expires the following will apply. 3/1/16 SAMhiet 801.dot DOCUMENT 18 Government Subscribers Post -Minimum Term. If you are a government subscriber, your subscription will change to a month -to -month status at the end of the Minimum Term, and your Monthly Charges will be billed at up to then current retail rate. Thereafter, we may modify the Monthly Charges after 30 days notice. 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 month -to -month subscription by sending 30 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 Non -Government Subscribers Only. If you are a non -government subscriber, your subscription will automatically renew at the end of the Minimum Term. Each Automatic Renewal Term will be 12 months in length ("Automatic Renewal Term") and include a 7% price increase unless we notify you of a different rate at least 60 days before each Automatic Renewal Term begins. You are also responsible for all Excluded Charges. Excluded Charges may change after 30 days written or online notice. Either of us may cancel in writing 30 days before an Automatic Renewal Term starts. Send your notice of cancellation to Customer Service, 610 Opperman Drive, P.O. Box 64833, Eagan MN 55123-1803. II II Miscellaneous II II 1. 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. 2. 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. 3. Excluded Charges. If you access Westlaw data or Practice Solution 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 http://static.legalsolutions.thomsonreuters.com/static/agreement/schedule-a-westlaw.12df and http://static.legalsoluti8ns.thomsonreuters.com/static/agreement/schedule-a- concourse-firm-central-caselo ig stix.pdf. Excluded Charges may change upon 30 days written or online notice. 4. Auto Charge Credit Card/Electronic Funds Transfer Election Payment Terms. You may authorize us to automatically charge a credit card or debit and electronic fund transfer to pay charges due. Contact Customer Service at 1-800-328-4880 for authorization procedures. If you are authorizing, as part of this order, or have already authorized us to bill a credit card or debit card or make elaAnic fund transfer for West subscriptions on an ongoing basis, no further action is needed. 5. Returns and Refunds. You may return a print or CD-ROM/DVD 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 and Serengeti charges are not refundable. Please see http://static.legalsolutions.thomsonreuters.com/static/returns-refunds.pdf or contact Customer Service at 1-800-328-4880 for additional details regarding our policies on returns and refunds. 6. Transportation Charges. Print and CD-ROM/DVD products are shipped F.O.B. origin. Transportation charges will be added for expedited shipments made at your request and for international product delivery. Expedited shipments and international product shilments will be charged at then -current carrier rates. 7. Applicable Law. This Order Form will be interpreted under Minnesota state law. An?claim by one of us may be brought in the state or federal courts in Minnesota. 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 United States Federal Government subscriber, United States federal law will apply and acclaim Q#be brought in any federal court. 8. General Terms and Conditions, located at htW://static.legalsolutions.thon�reuters.com/static/general-terms-conditions.pdf, apply to all products ordered, purchased or licensed on this Order Form except print. 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 ap}Koval. 9. Product Specific Terms. The following products have specifi terms which are incorporated by reference and made part of this Order Form if they apply to your order. They can be found at b—q://static.legalsolutions.thomsonreuters.col/static/product-specific-terms.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 • CD-ROM Products / DVD products • ContractExpress • Hosted Practice Solutions • ProView eBooks • Time and Billing • West km software • West LegalEdcenter • Westlaw Doc & Form Builder • Westlaw Paralegal • Westlaw Patron Access ACKNOWLEDGMENT I warrant that I am authorized to accept these terms and conditions on behalf of Subscriber. Printed Name Title Date Signature X 3/l/16 SAMInet 801.dot DOCUMENT 19 • =z= Temporary Access Agreement THOMSON REUTERS p � g Contact your representative xxxxxxxxxxxxnthornsonreuters, rnm with any questions. Thank you. Order ID: 836468 Subscriber Information Additional Information Account Address: Account #: Created By: Order Source: Revenue Channel: Order Date: P.O. Number: This 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", "my" or "I". Order Contact Information I First Name I Last Name I Email Address I Contact Description I Contact Number I New Products — Online/Practice Solutions/Software/CD ROM/ProView Qty I Product I Material ID Program Codes Gov 30 Day WestlawNext Trial - Existing Customer 41004230 601817F82130 Requested number of Westlaw passwords ###. The Agreement shall become effective upon approval and processing by West, a Thomson Reuters business. The Agreement shall terminate after 30 days. Signature for Order ID: 836468 ACKNOWLEDGMENT I warrant that I am authorized to accept these terms and conditions on behalf of Licensee. ,Signature of Authorized Representative for order Printed Name Title Date © 2016 West, a Thomson Reuters business. All rights reserved. DOCUMENT 19 Thomson Reuters Legal Temporary Access Agreement Westlaw and CLEAR Services West Publishing Corporation and our affiliates ("We", "our", "Thomson Reuters", or "Thomson Reuters Legal") grant a non-exclusive, non- transferable, limited license to the Licensee ("I", "you" or "your") to use the products or services identified above at no charge in the regular course of your business. The length of the Temporary Access Agreement may be extended by oral or written agreement of the parties. We may amend the license from time to time including access restrictions and usage limitations. The modifications will be effective immediately upon notice to you. We may terminate this agreement at any time for any reason. If you receive access to CLEAR Batch services, you may submit up to 1,000 input lines at no charge. We will bill you for any input lines you submit in excess of the 1,000 non -chargeable input lines. General Terms and hqp://static.legalsolutions.thomsonreu conditions.pdf, apply to all produc Temporary Access Agreement. In th terms between the General Terms ai Access Agreement, the terms of th control. THOMSON REUTERS 7/1/15 DOCUMENT 19 Account Validation and Certification (AVC) Form Westlaw and CLEAR (Government) ....:..:... THOMSON REUTERS" Subscriber Information Account Number (if applicable) Full Legal Name/Entity p Business Unit/Dept/Agency The applicant's address below is (please check one): ❑ a Commercial Location ❑ a Residence (i.e. a home -based business) Street Address City Count (if not US) US State zip C7 Main Organization Telephone Location/Contact/Ext Telephone E-Mail Address Website Cell Phone (if no land line available) ❑ Check here if no website available ACCOUNT TYPE SECTION Select the applicable type and continue to next step Select Type of Government Select Tyne of AcademicInstitution ❑ US — Federal ❑ Privately Funded Academic Institution (non-govt funded) ❑ US — State ❑ Government Funded Academic Institution ❑ US — Local ` ❑ Tribal Government ❑ Other Government (please describe) Do your end users have arrest powers? ❑ No ❑ Yes Will data be used to help collect consumer debt (i.e., financial obligations of a consumer relating to a transaction for personal, family, or household purpose)? IqN ❑ No ❑ Yes Are you requesting access to the Social Security Administration Death Master File ("DMF"), which includes date of ❑ No ❑ Yes birth, social security number, and full date of death for deceased individuals within three years of death ("Limited Access DMF")? Are you requesting access to Utility data? ❑ No ❑ Yes I YA Depending on the specific data that you are rA%Wra sit l sp6ction may be required of each of the location(s) where your end user(s) will be using the product. Please provide the name and phone number of the person mevould like us to contact if a site inspection needs to be scheduled. Name I Telephone Number Multiple Locations/Branches/Subsidiaries ❑ Please check here if your end users will be using the product at multiple locations. If so, please attach a completed Addendum to Account Validation and Certification Form -Multiple Locations. SMS 12/03/15 SAMInet 9330M.dot DOCUMENT 19 Permissible Use under Gramm Leach Bliley Act Your use of certain consumer data within the product is limited by the U.S. Gramm -Leach -Bliley Act (15 U.S.C. 6801 et. seq.). In order to access this data you must indicate your permissible use(s) below. If you do not have a permissible use, you must select the "no permissible use" option. ❑ You do not have a permissible use. ❑ For use by a person holding a legal or beneficial interest relating to the consumer. ❑ For use in complying with federal, state, or local laws, rules, and other applicable legal requirements. ❑ For use as necessary to effect, administer, or enforce a transaction requested or authorized by the consumer. For use in complying with a properly authorized civil, criminal, or regulatory investigation, subpoena, or summons by federal, state, or El local authorities. ❑ For use to protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability. ❑ For use by any Law Enforcement Agency, self regulatory organizations or for an investigation on a matter related to public safety. ❑ To persons acting in a fiduciary or representative capacity on behalf of the consumer. ❑ For required institutional risk control or for resolving consumer disputes or inquiries. ❑ With the consent or at the direction of the consumer. Permissible Use under Drivers Privacv Protection Act Your use of certain drivers record and vehicle data is limited by the U.S. Drivers Privacy Protection Act (18 U.S,.AV721 et seq.). In order to access this data you must indicate your permissible use(s) below. If you do not have a permissible use, you must select the "no permissi se" opy&. e You do not have a permissible use. f For official use by a Court, Law Enforcement Agency or other Government agency. ❑ To verify or correct information provided to you by a person in order to prevent fraud, pursue legal remedies or recover a debt; skip tracing. ❑ For use in connection with a civil, criminal or arbitral legal proceeding or legal research. ❑ For use in connection with an insurance claims investigation or}nsurance antifraud activities. Permissible Use and Certification under the Bipartisan Budget Act of 2013 to Limited Access DMF Your use of the Limited Access DMF (as defined above) is controlled by the U.S. Bipartisan Budget Act of 2013 (42 U.S.C. § 1306 et seq.). In order to access this data you must indicate your permissible use(s) below. If you do not have a permissible use, you must select the "no permissible use" option. ❑ You do not have a permissible use. ❑ For a legitimate fraud prevention purpose 1114b 'All ❑ For legitimate business purpose pursuant to a law, governmental role, regulation, or fiduciary duty The U.S. Bipartisan Budget Act requires that (1) you maintain a compfehensive information security program, including systems, facilities, and procedures in place to safeguard the Limited Access DMF, and (2) you have the experience in maintaining the confidentiality, security, and appropriate use of such information, pursuant to requirements similar to the requirements of section 6103(p)(4) of the Internal Revenue Codof 1986. You agree that you will not make the Limited Access DMF available to any person or entity that does not meet the requirements to be a Certified Person as set forth in 15 C.F.R. § I110.102. IF REQUIRED BY A GOVERNMENT AGENCY, YOU AGREE TO BE PROPERLY CERTIFIED PRIOR TO UTILIZING THE LIMITED ACCESS DMF AND WILL PROVIDE A COPY OF SUCH CERTIFICATION TO WEST UPON ITS REQUEST. SMS 12/03/15 SAMInet 9330M.dot DOCUMENT 19 UNMASKED OR FULL DISPLAY OF SENSITIVE PERSONAL INFORMATION SECTION Qualified Accounts Only Complete this Section ONLY if you are requesting access to or removal of full display sensitive personally identifiable information WEST PUBLISHING CORPORATION (`WEST') — AUTHORIZED SENSITIVE PERSONAL INFORMATION DISPLAY POLICY: West seeks to balance overall individual privacy needs and concerns with the legitimate personal information needs of specific entities as allowed within the provisions of the U.S. Gramm Leach Bliley Act (15 U.S.C. § 6821 et seq.) (U.S. GLB), U.S. Drivers Privacy Protection Act (18 U.S.C. §2721 et seq.) (U.S. DPPA), U.S. Bipartisan Budget Act of 2013(42 U.S.C. § 1306 et seq.),and other applicable laws. As a general rule, sensitive data in our public records products is truncated or masked. In order to help ensure that access to authorized unmasked and full display of sensitive data is warranted, we require validation on a regular basis to certify that the unmasked and full display of personal information is needed, continues to be needed, and will only be used in connection with legitimate business. West, in our sole discretion, reserves the right to discontinue access to unmasked and full display of sensitive information as we deem necessary or as required by our data providers. CLEAR Subscribers: All users under a CLEAR subscription are granted the same level ofaccess. Please memorialize your acknowledgement of this by indicating the action to be taken in the Add/Remove (i.e., 'ADD to all CLEAR Users "or "Remove from all CLEAR Users"). Westlaw Subscribers: Only those Westlaw users listed below will be granted access to unwanted or full display of sensitive personal information. By completing the information below, you understand that you are requesting that unmasked or Birth and/or Driver's License Wallet be added or removed from the accounts indicated below. Security Numbers, Day of Date of User Action Last Name First name Password (applicable onlyjf active subscriber) I Add or Remove BY SIGNING BELOW YOU CERTIFY THAT: • All end users will access and use the data, including all personally identifiable information, in accordance with all applicable laws, rules, and regulations. No end user will access records that require a permissible use unless such a use exists. It is your responsibility to seek guidance and clarification in case of any question about the proper use of any data. YOU ARE RESPONSIBLE FOR ANY UNAUTHORIZED COLLECTION, ACCESS, USE, OR DISCLOSURE OF DATA AVAILABLE OR ACCESS BY YOUR END USERS. You agree to immediately notify us of any actual or suspected breach or unauthorized collection, access, use or disclosure of any data. You agree to make all reasonable efforts to assist us and our data providers in relation to any related investigation. • You and your end users are NOT involved in credit fraud, identification theft, stalking, harassment, any unethical business practices or illegal activity and neither you nor your end users have or will assisted or facilitated these activities by your customers. Neither you nor your end users are on the U.S. Treasury Department Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List. • You understand that West is not a Consumer Reporting Agency and that you will only use the data to support your own processes and decisions. You understand that you are strictly prohibited from denying any service or access to a service to a consumer based on any data. Examples of types of service include eligibility for credit or insurance, employment decisions, or any other purpose described in the Fair Credit Report Act (15 U.S.C.A. §1681 et. seq.). • You understand that you may periodically be required to re -certify information provided in this AVC form. • All information you provided in this AVC Form and any related or associated documents is true and correct and, if applicable, applies to all locations set forth in the Multi - Location Addendum. Your signature below as "Authorized Representative" certifies that you are the authorized signatory for this account SMS 12/03/15 SAMInet 9330M.dot AUTHORIZED REPRESENTATIVE Printed Name DOCUMENT 19 Title Date Signature All information is subject to verification and approval by West SMS 12/03/15 SAMInet 9330M.dot DOCUMENT 20 WEST ORDER FORM — Short Term with Lapse for WestlawPRO, Practice Solutions Software ProFlex Products 610 Opperman Drive, P.O. Box 64833 St. Paul, MN 55164-1803 Tel: 651 /687-8000 THOMSON REUTERS" Check West account status below as applicable: Rep Name & Number New (NACI Form attached) Existing with Increase Credit Limit (NACI Form attached) Existing with no changes Existing with changes (Permanent name change must attach a Customer Name Change Form) x --- Acct # Quote # PO # Date Name/Subscriber Bill To Acct # Q Order Confirmation Contact Name (71 E-Mail 7� Password Contact Name (for password delivery) E-Mail C Time and Billing Contact Name E-Mail MSA Jurisdiction Contract # Option # Permanent Address Change One -Time Ship To Additional Ship To VAdditional Bill To Name Attn: Z Address Suite/Floor t�l City State Coun Zip t7 WestlawPRO/Practice Solutions/Software/ProFlex Products 11 WestlawPRO/Practice Total Monthly Full Svc # Solutions/Software/ProFlex Products Ouantitv * Monthly Rate Other Charges * Fill in the maximum number of Passwords, Users, Seats, Active Legal Holds, and Quantity of Additional Storage. Total Monthly Charges $ Monthly Charges begin on the date West Publishing Corporation ("West", "we" or "our") processes Subscriber's ("you" or "I") order and continue for a term of complete calendar months (the "Term"). The passwords will be inactivated at the end of the Term unless you currently subscribe to another WestlawPRO, Practice Solutions or Software product. In that case, your use of the products listed above will be billed as Excluded Charges. The ProFlex Addendum includes a list of your ProFlex Products, billing allocation method, and applicable locations you elected. Additional attachments (PF743.dot) include the list of your personnel to whom passwords are to be issued and other data applicable to your order. Banded Products Subscriptions You have attorneys (partners, shareholders, associates, contract or staff attorneys, of counsel, and the like), corporate users, personnel or full -time -equivalent students for the banded products you selected to license or purchase in this Order Form. 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. VTC Months on Monthly Ca /LH onl Internal Corporate Use Only BND 6/1 /16 SAMInet 900.dot DOCUMENT 20 Passwords and QuickView+ Last Name First Name, M.I. Jdg Clrk Atty Lib Para Other Product(s) QuickView is provided as a service to you for estimating your Westlaw charges. Actual charges billed may vary from QuickView+ due to discounts you receive or other charges, such as taxes. https://www.quickview.com. Identify which Westlaw password holder you would like to have Quickview+ access: Last Name First Name E-mail Miscellaneous 1. 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. i 2. 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 cred' report. I u are applying for credit on behalf of a business, we may request a current business financial statement from you to consider your request. 3. Excluded Charges. If you access Westlaw data or Practice Solution services that are not included in your tion you will be charged our then -current rate ("Excluded Charges"). Excluded Charges will be invoiced and due with your next payment. For your referen. a current Excluded Charges schedules are located at http:Hstatic.legalsolutions.thomsonreuters.com/static/agreement/schedule-a-westlaw.vdf and http://static.legalsolutions.thomsonreuters.com/static/agreement/schedule-a- concourse-firm-central-caseloeistix.pdf. Excluded Charges may change after at least 30 days wn�pr online notice. Modification of Excluded Charges or Schedule A rates is not a basis for termination under Term, Termination of the General Terms and Conditions! 4. Auto Charge Credit Card/Electronic Funds Transfer Election Payment Terms. You may authoriz automatically charge a credit card or debit and electronic fund transfer to pay charges due. Contact Customer Service at 1-800-328-4880 for authorization procedures. If you are authorizing, as part of this order, or have already authorized us till a credit card or debit card or make electronic fund transfer for West subscriptions on an ongoing basis, no further action is needed. 5. Returns and Refunds. You may return a print or CD-ROM/DVD 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 and Serengeti charges are not refundable. Please see http://static.legalsolutions.thomsonreuters.com/static/returns-refunds.pdf or contact Customer Service at 1-800-328-4880 for additional details regarding our policies on returns and refunds. 6. Applicable Law. 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 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 United States Federal Government subscriber, United States federal law will apply and any claim may be brought in any federal court. 7. General Terms and Conditions, apply products ordered, except print and is located at h V:Hstatic.legalsolutions.thomsonreuters.com/static/general-terms- conditions.pdf. hi the event that there is a co ct of terms betwee�the General Terms and Conditions and this Order Form, the terms of this Order Form control. This Order Form is subject to our approval. 8. Product Specific Terms. The following prod u is have specific terms which are incorporated by reference and made part of this Order Form. They can be found at hitp:Hstatic.legalsolutions.thomsonreuters.com/static-sspecific-terms.pdf if they apply to your order. 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 • CD-ROM Products / DVD products • ContractExpress • Practice Solutions • ProView eBooks • Time and Billing • West km software • West LegalEdcenter • Westlaw Patron Access • Westlaw Paralegal • Westlaw Doc & Form Builder ACKNOWLEDGMENT I warrant that I am authorized to accept these terms and conditions on behalf of Subscriber. Printed Name Title Date Signature 6/l/16 SAMInet 900.dot DOCUMENT 21 • =z= Temporary Access Agreement TFfOMSON REUTERS p � g Contact your representative xxxxxxxxxxxx4thamsnorputers rnm with any questions. Thank you. Order ID: 836468 Subscriber Information Additional Information Account Address: Account #: Account and IP Address Info for CLEAR Products Technical Contact for CLEAR Products Name: Phone: Email: Created By: Order Source: Revenue Channel: Order Date: P.O. Number: IP Address Section - Only External IP Address(es) or Range(s) Must Be Provided Valid External IP Addresses or IP Ranges belonging to your organization and meeting the following requirements must be provided for all CLEAR orders: • IP Addresses assigned to jurisdictions outside the United States or West approved U.S. Territories are prohibited. • IP Addresses will not be accepted from the following ranges which are reserved by the Internet Assigned Numbers Authority for special use or private networks: 10.0.0.0 - 10.255.255.255, 127.0.0.0- 127.255.255.255, 172.16.0.0 - 172.31.255.255, 192.168.0.0 - 192.168.255.255, 169.254.0.0 - 169.254.255.255. • All IP addresses must be IPv4 addresses. Permissible IP Address(es) will be those provided below as well as any previously provided IP Address(es) for this Subscriber IP Addresses: Subscriber's Internet Service Provider Name: This 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", "my" or "I". Order Contact Information I First Name I Last Name I Email Address I Contact Description I Contact Number I New Products — Online/Practice Solutions/Software/CD ROM/ProView Qty I Product I Material ID Program Codes Gov CLEAR Investigations Advanced 41876871 683239H13607 Requested number of CLEAR passwords ###. The Agreement shall become effective upon approval and processing by West, a Thomson Reuters business. The Agreement shall terminate after 30 days. DOCUMENT 21 Signature for Order ID: 836468 ACKNOWLEDGMENT I warrant that I am authorized to accept these terms and conditions on behalf of Licensee. Signature of Authorized Representative for order Printed Name Title Date © 2016 West, a Thomson Reuters business. All rights reserved. DOCUMENT 21 Thomson Reuters Legal Temporary Access Agreement Westlaw and CLEAR Services West Publishing Corporation and our affiliates ("We", "our", "Thomson Reuters", or "Thomson Reuters Legal") grant a non-exclusive, non- transferable, limited license to the Licensee ("I", "you" or "your") to use the products or services identified above at no charge in the regular course of your business. The length of the Temporary Access Agreement may be extended by oral or written agreement of the parties. We may amend the license from time to time including access restrictions and usage limitations. The modifications will be effective immediately upon notice to you. We may terminate this agreement at any time for any reason. If you receive access to CLEAR Batch services, you may submit up to 1,000 input lines at no charge. We will bill you for any input lines you submit in excess of the 1,000 non -chargeable input lines. General Terms and hqp://static.legalsolutions.thomsonreu conditions.pdf, apply to all produc Temporary Access Agreement. In th terms between the General Terms ai Access Agreement, the terms of th control. THOMSON REUTERS 7/1/15 DOCUMENT 21 Account Validation and Certification (AVC) Form Westlaw and CLEAR (Government) ....:..:... THOMSON REUTERS" Subscriber Information Account Number (if applicable) Full Legal Name/Entity Business Unit/Dept/Agency The applicant's address below is (please check one): ❑ a Commercial Location ❑ a Residence (i.e. a home -based business) Street Address �' City Count (if not US) State zip C7 Main Organization Telephone Location/Contact/Ext Telephone E-Mail Address Website Cell Phone (if no land line available) ❑ Check here if no website available ACCOUNT TYPE SECTION iff Select the applicable type and continue to next step Select Type of Government Select Tyne of AcademicInstitution ❑ US — Federal ❑ Privately Funded Academic Institution (non-govt funded) ❑ US — State ❑ Government Funded Academic Institution ❑ US — Local ` ❑ Tribal Government ❑ Other Government (please describe) Do your end users have arrest powers? ❑ No ❑ Yes Will data be used to help collect consumer debt (i.e., financial obligations of a consumer relating to a transaction for personal, family, or household purpose)? IqN ❑ No ❑ Yes Are you requesting access to the Social Security Administration Death Master File ("DMF"), which includes date of ❑ No ❑ Yes birth, social security number, and full date of death for deceased individuals within three years of death ("Limited Access DMF")? Are you requesting access to Utility data? ❑ No ❑ Yes I YA Depending on the specific data that you are rA%Wra sit l sp6ction may be required of each of the location(s) where your end user(s) will be using the product. Please provide the name and phone number of the person mevould like us to contact if a site inspection needs to be scheduled. Name I Telephone Number Multiple Locations/Branches/Subsidiaries ❑ Please check here if your end users will be using the product at multiple locations. If so, please attach a completed Addendum to Account Validation and Certification Form -Multiple Locations. SMS 12/03/15 SAMInet 9330M.dot DOCUMENT 21 Permissible Use under Gramm Leach Bliley Act Your use of certain consumer data within the product is limited by the U.S. Gramm -Leach -Bliley Act (15 U.S.C. 6801 et. seq.). In order to access this data you must indicate your permissible use(s) below. If you do not have a permissible use, you must select the "no permissible use" option. ❑ You do not have a permissible use. ❑ For use by a person holding a legal or beneficial interest relating to the consumer. ❑ For use in complying with federal, state, or local laws, rules, and other applicable legal requirements. ❑ For use as necessary to effect, administer, or enforce a transaction requested or authorized by the consumer. For use in complying with a properly authorized civil, criminal, or regulatory investigation, subpoena, or summons by federal, state, or El local authorities. ❑ For use to protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability. ❑ For use by any Law Enforcement Agency, self regulatory organizations or for an investigation on a matter related to public safety. ❑ To persons acting in a fiduciary or representative capacity on behalf of the consumer. ❑ For required institutional risk control or for resolving consumer disputes or inquiries. ❑ With the consent or at the direction of the consumer. Permissible Use under Drivers Privacv Protection Act Your use of certain drivers record and vehicle data is limited by the U.S. Drivers Privacy Protection Act (18 U.S,.AV721 et seq.). In order to access this data you must indicate your permissible use(s) below. If you do not have a permissible use, you must select the "no permissi se" opy&. e You do not have a permissible use. f For official use by a Court, Law Enforcement Agency or other Government agency. ❑ To verify or correct information provided to you by a person in order to prevent fraud, pursue legal remedies or recover a debt; skip tracing. ❑ For use in connection with a civil, criminal or arbitral legal proceeding or legal research. ❑ For use in connection with an insurance claims investigation or}nsurance antifraud activities. Permissible Use and Certification under the Bipartisan Budget Act of 2013 to Limited Access DMF Your use of the Limited Access DMF (as defined above) is controlled by the U.S. Bipartisan Budget Act of 2013 (42 U.S.C. § 1306 et seq.). In order to access this data you must indicate your permissible use(s) below. If you do not have a permissible use, you must select the "no permissible use" option. ❑ You do not have a permissible use. ❑ For a legitimate fraud prevention purpose 1114b 'All ❑ For legitimate business purpose pursuant to a law, governmental role, regulation, or fiduciary duty The U.S. Bipartisan Budget Act requires that (1) you maintain a compfehensive information security program, including systems, facilities, and procedures in place to safeguard the Limited Access DMF, and (2) you have the experience in maintaining the confidentiality, security, and appropriate use of such information, pursuant to requirements similar to the requirements of section 6103(p)(4) of the Internal Revenue Codof 1986. You agree that you will not make the Limited Access DMF available to any person or entity that does not meet the requirements to be a Certified Person as set forth in 15 C.F.R. § I110.102. IF REQUIRED BY A GOVERNMENT AGENCY, YOU AGREE TO BE PROPERLY CERTIFIED PRIOR TO UTILIZING THE LIMITED ACCESS DMF AND WILL PROVIDE A COPY OF SUCH CERTIFICATION TO WEST UPON ITS REQUEST. SMS 12/03/15 SAMInet 9330M.dot DOCUMENT 21 UNMASKED OR FULL DISPLAY OF SENSITIVE PERSONAL INFORMATION SECTION Qualified Accounts Only Complete this Section ONLY if you are requesting access to or removal of full display sensitive personally identifiable information WEST PUBLISHING CORPORATION (`WEST') — AUTHORIZED SENSITIVE PERSONAL INFORMATION DISPLAY POLICY: West seeks to balance overall individual privacy needs and concerns with the legitimate personal information needs of specific entities as allowed within the provisions of the U.S. Gramm Leach Bliley Act (15 U.S.C. § 6821 et seq.) (U.S. GLB), U.S. Drivers Privacy Protection Act (18 U.S.C. §2721 et seq.) (U.S. DPPA), U.S. Bipartisan Budget Act of 2013(42 U.S.C. § 1306 et seq.),and other applicable laws. As a general rule, sensitive data in our public records products is truncated or masked. In order to help ensure that access to authorized unmasked and full display of sensitive data is warranted, we require validation on a regular basis to certify that the unmasked and full display of personal information is needed, continues to be needed, and will only be used in connection with legitimate business. West, in our sole discretion, reserves the right to discontinue access to unmasked and full display of sensitive information as we deem necessary or as required by our data providers. CLEAR Subscribers: All users under a CLEAR subscription are granted the same level ofaccess. Please memorialize your acknowledgement of this by indicating the action to be taken in the Add/Remove (i.e., 'ADD to all CLEAR Users "or "Remove from all CLEAR Users"). Westlaw Subscribers: Only those Westlaw users listed below will be granted access to unwanted or full display of sensitive personal information. By completing the information below, you understand that you are requesting that unmasked or Birth and/or Driver's License Wallet be added or removed from the accounts indicated below. Security Numbers, Day of Date of User Action Last Name First name Password (applicable onlyjf active subscriber) I Add or Remove BY SIGNING BELOW YOU CERTIFY THAT: • All end users will access and use the data, including all personally identifiable information, in accordance with all applicable laws, rules, and regulations. No end user will access records that require a permissible use unless such a use exists. It is your responsibility to seek guidance and clarification in case of any question about the proper use of any data. YOU ARE RESPONSIBLE FOR ANY UNAUTHORIZED COLLECTION, ACCESS, USE, OR DISCLOSURE OF DATA AVAILABLE OR ACCESS BY YOUR END USERS. You agree to immediately notify us of any actual or suspected breach or unauthorized collection, access, use or disclosure of any data. You agree to make all reasonable efforts to assist us and our data providers in relation to any related investigation. • You and your end users are NOT involved in credit fraud, identification theft, stalking, harassment, any unethical business practices or illegal activity and neither you nor your end users have or will assisted or facilitated these activities by your customers. Neither you nor your end users are on the U.S. Treasury Department Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List. • You understand that West is not a Consumer Reporting Agency and that you will only use the data to support your own processes and decisions. You understand that you are strictly prohibited from denying any service or access to a service to a consumer based on any data. Examples of types of service include eligibility for credit or insurance, employment decisions, or any other purpose described in the Fair Credit Report Act (15 U.S.C.A. §1681 et. seq.). • You understand that you may periodically be required to re -certify information provided in this AVC form. • All information you provided in this AVC Form and any related or associated documents is true and correct and, if applicable, applies to all locations set forth in the Multi - Location Addendum. Your signature below as "Authorized Representative" certifies that you are the authorized signatory for this account SMS 12/03/15 SAMInet 9330M.dot AUTHORIZED REPRESENTATIVE Printed Name DOCUMENT 21 Title Date Signature All information is subject to verification and approval by West SMS 12/03/15 SAMInet 9330M.dot WEST ORDER FORM —Short Term with Lapse DOCUMENT 22 for CLEAR Services THOMSON REUTERS 610 O erman Drive, P.O. Box 64833 pp St. Paul, MN 55164-1803 Tel: 651 /687-8000 Check West account status below as applicable: Rep Name & Number New (NACI Form attached) Existing with Increase Credit Limit (NACI Form attached) Existing with no changes Existing with changes (Permanent name change must attach a Customer Name Change Form) Acct # Quote # PO # Date Name/Subscriber Bill To Acct # Order Confirmation Contact Name E-Mail ., Password Contact Name (for password delivery) E-Mail t7 Time and Billing Contact Name E-Mail Federal Government Account Type Non-FEDLINK FEDLINK GSA MSA Jurisdiction Contract # Option # Permanent Address Change One -Time Ship To Additional Ship To Additional Bill To y Name Attn: Z Address Suite/Floor �y City State County Zip C t7 CLEAR Fixed Rate Monthly Banded/ Per User Total Monthly Full Svc # CLEAR Products Quantity * Base Rate Rate Other Charges * Fill in the maximum number of Users, Alerts, Seats. Notes: Total Monthly Charges $ Monthly Charges begin on the date West Publishing Corporation ("West", "we" or "our") processes Subscriber's ("your" or "I") order and continue for a term of days. The passwords will be inactivated at the end of the term unless you currently also subscribe to another CLEAR Services product. In that case, your use of the products listed above will be billed as Excluded Charges. If the trial includes Batch Services, you may submit up to 1,000 input lines at no cost. We reserve the right to invoice you for input lines in excess of 1,000. You will pay our then current Schedule A rate. Schedule A rates are located at htW://legalsolutions.com/schedule-a-clear. 11 VTC Months on Monthly Ca /LH onl Internal Corporate Use Only = BND 6/1/16 SAMInet 1003.dot DOCUMENT 22 CLEAR Users, My Account Administrator and Authorized QuickView+ User Last Name First Name E-mail Address CLEAR Products A V If necessary, use additional pages and include full name, email address, and user type. User Type Key IN = Investigator AD = Administrator AN = Analyst SV = Supervisor TC = Technical My Account is provided as a service to you for user management, general account information and granting access to other My Account users. Identify which person you would like as your My Account Administrator: Last Name First Name E-Mail (Required) QuickView+ is provided as a service to you for estimating your charges. Actual charges billed may vary from Quic view+ due to discounts you receive or other charges, such as taxes. https://www.quickview.com Identify which password holder you would like to have Quickview+ acces Last Name First Name Miscellaneous 1. Charges, Payments & Taxes. You agree to pay all charges in full within 30 days of the date of invoice. You are lWonsible for any applicable sales, use, value added tax (VAT), etc. unless you are tax exempt. If you are a non -government subscriber and fail ay y inve.,t arges, you are responsible for collection costs including attorneys' fees. 2. Credit Verification. If you are applying for credit as an individual, we may request a consumer credit 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 re 3. Excluded Charges and Schedule A rates. If you access CLEAR services th are not included in your subscription you will be charged our then current rate. Excluded Charges will be invoiced and due with your next payment. For your , reference, the current Excluded Charges schedules are located at hiip:Hstatic.legalsolutions.thomsonreuters.com/static/agreement/schedpie-a-clear.pdf. Excluded Charges may change after at least 30 days written or online notice. 4. Auto Charge Credit Card/Electronic Funds Transfer Election Payment Term 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 are authorizing as part of this order, or have already authorized us to bill a credit card or debit card or make electronic fund transfer for West subscriptions on an ongoing basis, no further action is needed. 5. Returns and Refunds. You may return a print or CD-ROM/DVD 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 and Serengeti charges are not refundable. Please see http://stafc.legalsolutions.thomsonreuters.com/static/returns-ref mds.pdf or contact Customer Service at 1-800-328-4880 for additional details regarding our policies on returns and refunds. 6. Applicable Law. 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 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 United States Federal Government subscriber, United States federal law will apply and any claim may be brought in any federal court. 7. General Terms and Conditions, apply to all products ordered, except print and is located at hLtp:Hstatic.legalsolutions.thomsonreuters.com/static/,general-terms- conditions.pdf. The General Terms and Conditions for Federal Subscribers is located at htip:Hstatic.legalsolutions.thomsonreuters.com/static/federal-general-terms- conditions.pd£ In the event of a conflict 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. ACKNOWLEDGMENT I warrant that I am authorized to accept these terms and conditions on behalf of Subscriber. Printed Name Title Date Signature X 6/l/16 SAMInet 1003.dot DOCUMENT 23 • =z= Temporary Access Agreement THOMSON REUTERS p � g Contact your representative xxxxxxxxxxxx4thamsnorputers rnm with any questions. Thank you. Order ID: 836468 Subscriber Information Additional Information Account Address: Account #: Created By: Order Source: Revenue Channel: Order Date: P.O. Number: This 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", "my" or "I". Order Contact Information I First Name I Last Name I Email Address I Contact Description I Contact Number I New Products — Online/Practice Solutions/Software/CD ROM/ProView Qty I Product I Material ID Program Codes Gov 14 Day PeopleMap Free Trial Westlaw Next 41634028 601817F82117 Requested number of Westlaw passwords ###. The Agreement shall become effective upon approval and processing by West, a Thomson Reuters business. The Agreement shall terminate after 14 days. Signature for Order ID: 836468 ACKNOWLEDGMENT I warrant that I am authorized to accept these terms and conditions on behalf of Licensee. ,Signature of Authorized Representative for order Printed Name Title Date © 2016 West, a Thomson Reuters business. All rights reserved. DOCUMENT 23 Thomson Reuters Legal Temporary Access Agreement Westlaw and CLEAR Services West Publishing Corporation and our affiliates ("We", "our", "Thomson Reuters", or "Thomson Reuters Legal") grant a non-exclusive, non- transferable, limited license to the Licensee ("I", "you" or "your") to use the products or services identified above at no charge in the regular course of your business. The length of the Temporary Access Agreement may be extended by oral or written agreement of the parties. We may amend the license from time to time including access restrictions and usage limitations. The modifications will be effective immediately upon notice to you. We may terminate this agreement at any time for any reason. If you receive access to CLEAR Batch services, you may submit up to 1,000 input lines at no charge. We will bill you for any input lines you submit in excess of the 1,000 non -chargeable input lines. General Terms and hqp://static.legalsolutions.thomsonreu conditions.pdf, apply to all produc Temporary Access Agreement. In th terms between the General Terms ai Access Agreement, the terms of th control. THOMSON REUTERS 7/1/15 DOCUMENT 23 Account Validation and Certification (AVC) Form Westlaw and CLEAR (Government) THOMSON REUTERS' Subscriber Information Account Number (if applicable) Full Legal Name/Entity p Business Unit/Dept/Agency The applicant's address below is (please check one): ❑ a Commercial Location ❑ a Residence (i.e. a home -based business) Street Address City Count (if not US) US State zip C7 Main Organization Telephone Location/Contact/Ext Telephone E-Mail Address Website Cell Phone (if no land line available) ❑ Check here if no website available ACCOUNT TYPE SECTION Select the applicable type and continue to next step Select Type of Government Select Tyne of AcademicInstitution ❑ US — Federal ❑ Privately Funded Academic Institution (non-govt funded) ❑ US — State ❑ Government Funded Academic Institution ❑ US — Local ` ❑ Tribal Government ❑ Other Government (please describe) Do your end users have arrest powers? ❑ No ❑ Yes Will data be used to help collect consumer debt (i.e., financial obligations of a consumer relating to a transaction for personal, family, or household purpose)? IqN ❑ No ❑ Yes Are you requesting access to the Social Security Administration Death Master File ("DMF"), which includes date of ❑ No ❑ Yes birth, social security number, and full date of death for deceased individuals within three years of death ("Limited Access DMF")? Are you requesting access to Utility data? ❑ No ❑ Yes I YA Depending on the specific data that you are rA%Wra sit l sp6ction may be required of each of the location(s) where your end user(s) will be using the product. Please provide the name and phone number of the person mevould like us to contact if a site inspection needs to be scheduled. Name I Telephone Number Multiple Locations/Branches/Subsidiaries ❑ Please check here if your end users will be using the product at multiple locations. If so, please attach a completed Addendum to Account Validation and Certification Form -Multiple Locations. SMS 12/03/15 SAMInet 9330M.dot DOCUMENT 23 Permissible Use under Gramm Leach Bliley Act Your use of certain consumer data within the product is limited by the U.S. Gramm -Leach -Bliley Act (15 U.S.C. 6801 et. seq.). In order to access this data you must indicate your permissible use(s) below. If you do not have a permissible use, you must select the "no permissible use" option. ❑ You do not have a permissible use. ❑ For use by a person holding a legal or beneficial interest relating to the consumer. ❑ For use in complying with federal, state, or local laws, rules, and other applicable legal requirements. ❑ For use as necessary to effect, administer, or enforce a transaction requested or authorized by the consumer. For use in complying with a properly authorized civil, criminal, or regulatory investigation, subpoena, or summons by federal, state, or El local authorities. ❑ For use to protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability. ❑ For use by any Law Enforcement Agency, self regulatory organizations or for an investigation on a matter related to public safety. ❑ To persons acting in a fiduciary or representative capacity on behalf of the consumer. ❑ For required institutional risk control or for resolving consumer disputes or inquiries. ❑ With the consent or at the direction of the consumer. Permissible Use under Drivers Privacv Protection Act Your use of certain drivers record and vehicle data is limited by the U.S. Drivers Privacy Protection Act (18 U.S,.AV721 et seq.). In order to access this data you must indicate your permissible use(s) below. If you do not have a permissible use, you must select the "no permissi se" opy&. e You do not have a permissible use. f For official use by a Court, Law Enforcement Agency or other Government agency. ❑ To verify or correct information provided to you by a person in order to prevent fraud, pursue legal remedies or recover a debt; skip tracing. ❑ For use in connection with a civil, criminal or arbitral legal proceeding or legal research. ❑ For use in connection with an insurance claims investigation or}nsurance antifraud activities. Permissible Use and Certification under the Bipartisan Budget Act of 2013 to Limited Access DMF Your use of the Limited Access DMF (as defined above) is controlled by the U.S. Bipartisan Budget Act of 2013 (42 U.S.C. § 1306 et seq.). In order to access this data you must indicate your permissible use(s) below. If you do not have a permissible use, you must select the "no permissible use" option. ❑ You do not have a permissible use. ❑ For a legitimate fraud prevention purpose 1114b 'All ❑ For legitimate business purpose pursuant to a law, governmental role, regulation, or fiduciary duty The U.S. Bipartisan Budget Act requires that (1) you maintain a compfehensive information security program, including systems, facilities, and procedures in place to safeguard the Limited Access DMF, and (2) you have the experience in maintaining the confidentiality, security, and appropriate use of such information, pursuant to requirements similar to the requirements of section 6103(p)(4) of the Internal Revenue Codof 1986. You agree that you will not make the Limited Access DMF available to any person or entity that does not meet the requirements to be a Certified Person as set forth in 15 C.F.R. § I110.102. IF REQUIRED BY A GOVERNMENT AGENCY, YOU AGREE TO BE PROPERLY CERTIFIED PRIOR TO UTILIZING THE LIMITED ACCESS DMF AND WILL PROVIDE A COPY OF SUCH CERTIFICATION TO WEST UPON ITS REQUEST. SMS 12/03/15 SAMInet 9330M.dot DOCUMENT 23 UNMASKED OR FULL DISPLAY OF SENSITIVE PERSONAL INFORMATION SECTION Qualified Accounts Only Complete this Section ONLY if you are requesting access to or removal of full display sensitive personally identifiable information WEST PUBLISHING CORPORATION (`WEST') — AUTHORIZED SENSITIVE PERSONAL INFORMATION DISPLAY POLICY: West seeks to balance overall individual privacy needs and concerns with the legitimate personal information needs of specific entities as allowed within the provisions of the U.S. Gramm Leach Bliley Act (15 U.S.C. § 6821 et seq.) (U.S. GLB), U.S. Drivers Privacy Protection Act (18 U.S.C. §2721 et seq.) (U.S. DPPA), U.S. Bipartisan Budget Act of 2013(42 U.S.C. § 1306 et seq.),and other applicable laws. As a general rule, sensitive data in our public records products is truncated or masked. In order to help ensure that access to authorized unmasked and full display of sensitive data is warranted, we require validation on a regular basis to certify that the unmasked and full display of personal information is needed, continues to be needed, and will only be used in connection with legitimate business. West, in our sole discretion, reserves the right to discontinue access to unmasked and full display of sensitive information as we deem necessary or as required by our data providers. CLEAR Subscribers: All users under a CLEAR subscription are granted the same level ofaccess. Please memorialize your acknowledgement of this by indicating the action to be taken in the Add/Remove (i.e., 'ADD to all CLEAR Users "or "Remove from all CLEAR Users"). Westlaw Subscribers: Only those Westlaw users listed below will be granted access to unwanted or full display of sensitive personal information. By completing the information below, you understand that you are requesting that unmasked or Birth and/or Driver's License Wallet be added or removed from the accounts indicated below. Security Numbers, Day of Date of User Action Last Name First name Password (applicable onlyjf active subscriber) I Add or Remove BY SIGNING BELOW YOU CERTIFY THAT: • All end users will access and use the data, including all personally identifiable information, in accordance with all applicable laws, rules, and regulations. No end user will access records that require a permissible use unless such a use exists. It is your responsibility to seek guidance and clarification in case of any question about the proper use of any data. YOU ARE RESPONSIBLE FOR ANY UNAUTHORIZED COLLECTION, ACCESS, USE, OR DISCLOSURE OF DATA AVAILABLE OR ACCESS BY YOUR END USERS. You agree to immediately notify us of any actual or suspected breach or unauthorized collection, access, use or disclosure of any data. You agree to make all reasonable efforts to assist us and our data providers in relation to any related investigation. • You and your end users are NOT involved in credit fraud, identification theft, stalking, harassment, any unethical business practices or illegal activity and neither you nor your end users have or will assisted or facilitated these activities by your customers. Neither you nor your end users are on the U.S. Treasury Department Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List. • You understand that West is not a Consumer Reporting Agency and that you will only use the data to support your own processes and decisions. You understand that you are strictly prohibited from denying any service or access to a service to a consumer based on any data. Examples of types of service include eligibility for credit or insurance, employment decisions, or any other purpose described in the Fair Credit Report Act (15 U.S.C.A. §1681 et. seq.). • You understand that you may periodically be required to re -certify information provided in this AVC form. • All information you provided in this AVC Form and any related or associated documents is true and correct and, if applicable, applies to all locations set forth in the Multi - Location Addendum. Your signature below as "Authorized Representative" certifies that you are the authorized signatory for this account SMS 12/03/15 SAMInet 9330M.dot AUTHORIZED REPRESENTATIVE Printed Name DOCUMENT 23 Title Date Signature Pv All information is subject to verification and approval by West SMS 12/03/15 SAMInet 9330M.dot EXHIBIT C ADDENDUM TO COOPERATIVE PURCHASE AGREEMENT BETWEEN THE CITY OF FORT W TH AND WEST PUBLISHING COPORATION This Addendum to the Cooperative Purchase Agreement ("Addendum") is entered into by and between West Publishing Corporation ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: 1. The Cooperative Purchase Agreement (the "Agreement"); and 2. This Addendum. Notwithstanding any language to the contrary in the attached Cooperative Purchase Agreement, the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall commence upon receipt and processing of completed contract to Vendor and shall expire after 24 months, unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. 2. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 3. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 4. Indemnity. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Addendum Page 1 of 3 6. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 7. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 8. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 9. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. (signature page follows) Addendum Page 2 of 3 ACCEPTED AND AGREED: CITY: City of Fort Worth kla�911-1� Gf2Lh1kg40 7 By: Valerie washington (Jan 4, 20 12:30 CST) Name: Valeria Washington Title: Assistant City Manager Approval Recommended: By: Name: Title: Attest: By: Name: Title: David B Carson Jr. Sr. Administrative Services Manager ak4q'��� Mary Kayser City Secretary 0A 01►I pill: West Publishing Corporation By: Name: Alex Medrano Title: Assistant General Counsel Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Title: Blakely Cabano (Dec 24, 202010:02 CST) Blakely Cabano Sr. Management Analyst Approved as to Form and Legality: By: Name: Title: ChristopherAustrV(Jan 4, 202112:17 CST) Christopher Austria Assistant City Attorney Contract Authorization: M&C: N/A 24089-03-2020 (March 19, 2020) and 24161-04-2020 (April 7, 2020) 1295: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum Page 3 of 3 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. !J Name of vendor who has a business relationship with local governmental entity. West Publishing Corporation d/b/a West, a Thomson Reuters business 2 ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. N/A Name of Officer 4J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F-1 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? F1 Yes F1 No 11 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. 6 ❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 A/ 12/23/2020 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015