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Home My WebLink About24-281 Resolution No. 24-281 RESOLUTION AUTHORIZING EXECUTION OF A RENEWAL AGREEMENT WITH WEST PUBLISHING CORPORATION FOR ONLINE LEGAL RESEARCH AND PUBLICATION SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5.02.020B(9)the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, be and is hereby authorized and directed to execute a Renewal Agreement on behalf of the City of Elgin with West Publishing Corporation, for online legal research and publication services, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: December 18, 2024 Adopted: December 18, 2024 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk Order Form Order ID: Q-09241376 • Thomson Reuters- Contact your representative Jacob stine@thomsonreuters.com with any questions.Thank you. Sold To Account Address Shipping Address Billing Address Account#: 1000493376 Account#: 1000493376 Account#: 1000493376 ELGIN LEGAL DEPT ELGIN LEGAL DEPT ELGIN LEGAL DEPT CITY HALL CITY HALL CITY HALL 150 DEXTER CT 150 DEXTER CT 150 DEXTER CT ELGIN IL 60120-5527 US ELGIN IL 60120-5527 US ELGIN,IL 60120-5527 "Customer" US This Order Form is a legal document between Customer and A. West Publishing Corporation to the extent that products or services will be provided by West Publishing Corporation,and/or B. Thomson Reuters Enterpnse Centre GmbH to the extent that products or services will be provided by Thomson Reuters Enterprise Centre GmbH. A detailed list of products and services that are provided by Thomson Reuters Enterprise Centre GmbH and current applicable IRS Certification forms are available at:httvs://www.tr com/trordennginfo West Publishing Corporation may also act as an agent on behalf of Thomson Reuters Enterprise Centre GmbH solely with respect to billing and collecting payment from Customer.Thomson Reuters Enterpnse Centre GmbH and West Publishing Corporation will be referred to as"Thomson Reuters","we"or`bur,"in each case with respect to the products and services it is providing,and Customer will be referred to as"you",or"your" or"Client". For Federal Customers the following shall apply: Thomson Reuters General Terms and Conditions (available here. httv://tr.com/federal-eeneral-terms-and-conditions apply to the purchase and use of all products,except print,and together with any applicable Product Specific Terms(set forth below)are incorporated into this Order Form by this reference In the event that there is a conflict of terms among the General Terms and Conditions,the Product Specific Terms and this Order Fonn,the order of precedence shall be Order Form,the Product Specific Terms,and last the General Terms and Conditions. For non-federal customers the following shall apply Thomson Reuters General Terms and Conditions (http.//tr.com/us- general-terms-and-conditions)apply to the purchase and use of all products,except pnnt,and together with any applicable Product Specific Terms(set forth below)are incorporated into this Order Form by this reference In the event that there is a conflict of terms among the General Terms and Conditions,the Product Specific Terms and this Order Form,the order of precedence shall be Order Form,the Product Specific Terms,and last the General Terms and Conditions. ProFlex Products See Attachment for details Material# Product Monthly Charges Minimum Terms (Months) 40757482 West Proflex $1,208.04 36 Minimum Terms Your subscription is effective upon the date we process your order("Effective Date")and Monthly Charges will be prorated for the number of days remaining in that month,if any.Your subscription will continue for the number of months listed in the Minimum Term column above plus any Bridge Term that may be outlined above counting from the first day of the month following the Effective Date.Your Monthly Charges during the first twelve(12)months of the Minimum Term are as set forth above. If your Minimum Term is longer than 12 months,then your Monthly Charges for each year of the Minimum Term arc displayed in the Attachment to the Order Form. Post Minimum Terms 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 we will notify you of any change in the Monthly Charges at least 60 days before each Automatic Renewal Term starts. You are also responsible for all Excluded Charges. Federal government subscribers that chose a multi-year Minimum Term,those additional years will be implemented at your option pursuant to federal law Either of us may cancel the Automatic Renewal Term by sending notice in writing at least 30 days before an Automatic Renewal Term begins Send your notice of cancellation to Customer Service,610 Opperman Drive.,P O Box 64833,Eagan,MN 55123-1803. Banded Product Subscriptions.You certify your total number of attorneys(full-time and part-time partners,shareholders,associates,contract or staff attorneys,of counsel,and the like),corporate users,personnel or full-time-equivalent students is indicated in this Order Form.Our pncing for banded products is made in reliance upon your certification.If we learn that the actual number is greater or increases at any time,we reserve the nght to increase your charges to the market rate for all of your attorneys Miscellaneous Page 1 of 4 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 shall be interpreted under Minnesota state law and any claim by one of us shall exclusively 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 Material Change.lf,at any time during the Minimum Term or the Renewal Term,there is a material change in your organizational structure including,but not limited to merger,acquisitions,combination,significant increase in the number of attorneys at a location covered by the agreement,divestitures,downsizing or dissolution,the parties agree to immediate good faith renegotiation of the teens and conditions of this ordering document,during which we may modify your rates proportionally.If you acquire the assets of,or attorneys from,another entity that is a current subscriber,you assume all obligations under the agreements that apply to those assets and attorneys,and you will pay the invoiced charges on both those agreements as they become due,until a superseding agreement is negotiated in good faith 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 customer and fail to pay your invoiced charges,you are responsible for collection costs including attorneys'fees. Excluded Charges And Schedule A Rates.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 in the below link Excluded Charges may change from time-to-time upon 30 days wntten 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 this ordering document. Modification of Excluded Charges or Schedule A rates is not a basis for termination under paragraph 9 the General Terms and Conditions. httos.//legal.thomsonreuters.com/content/dam/ewa-m/documents/Ieeal/en/odf/other/plan-2-pro-gout-agencies.pdf Mu)//static legalsolutions.thomsonreuters.com/static/agreement/plan-2-pro-govt-agencies.pdf 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 Cancellation Notification Address. Send your notice of cancellation to Customer Service,610 Opperman Drive,P.O. Box 64833,Eagan MN 55123-1803 Returns and Refunds.You may return a pnnt product to us within 45 days of the original shipment date if you are not completely satisfied. Please see httv://static legalsolutions thomsonreuters com/static/returns-refunds.pdf or contact Customer Service at 1-800-3284880 for additional details regarding our policies on returns and refunds. Confidentiality of Ordering Document.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 Product Specific Terms Document Intelligence Product Specific Terms The following product specific terms shall apply to the Document Intelligence products on this order form,and are incorporated by reference:http://www.thomsonreuters.com/document-intelligence-PST Additional Terms for Services with Generative Al Skills: The following additional terms shall apply to Thomson Reuters Products with Generative Al Skills(including but not limited to all CoCounsel branded Products; all Products with AI Assisted Research, Practical Law or Practical Law Connect,with Dynamic Tool Set;Practical Law UK Premium;Practical Law Global Premium),listed on this order form,and are incorporated into this order form by reference.htto://tr.com/genai-terins. CoCounsel Core and CoCounsel Drafting Product Specific Terms.The following product specific terms shall apply to CoCounsel Core and CoCounsel Drafting and are incorporated into this order form by reference:Jnttp.//tr.com/cocounselcore-and-drafting-product-specific-terms. Product Specific Terms and Service Levels:The following product specific terms and service levels shall apply to the HighQ products on this order form,and are incorporated by reference • HighQ Product Specific Terms http//tr.com/HighQ-PST • HighQ Service Levels:Thomson Reuters shall provide service availability,maintenance and support for the term of the Agreement.Details are available at:htto://tr com/HighO-SLA Note that Sections 3 3 of the SLA does not apply to any HighQ Light packages The Federal Product Specific Terms can be found here:http.//tr.com/federal-product-specific-terms 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 bttus://static.legalsolutions.thomsonreuters.com/static/"IhomsonReuters-General-Terms-Conditions- PST.pdf.If the product is not part of your order,the product specific terms do not apply. • Campus Research • Hosted Practice Solutions • ProView eBooks • Time and Billing • West km Software • West LegalEdcenter • Westlaw • Westlaw Doc&Form Builder • Westlaw Paralegal • Westlaw Patron Access • Westlaw Public Records Page 2 of 4 Drafting Tools Product Specific Terms: The following product specific terms shall apply to the Drafting Tools products(Drafting Assistant, Clause Finder, Clause Finder Internal Agreements) on this order form, and are incorporated by reference httvs//www.thomsonreuters com/draftingassistant-and-clausefinder-ost. Acknowle t:Order ID:0-09241376 City Manager S gnature of:Authorized Representative for or r Title Richard G. Kozal December 18,2024 Printed Name Date This Order Form will expire and will not be accepted after 12/23/2024. Page 3 of 4 Thomson Reuters Attachment Order ID: Q-09241376 Contact your representative jacob.stine@thomsonreuters.com with any questions.Thank you. Payment,Shipping,and Contact Information Pa}mcnt Method: Order Confirmation Contact(#28) Pa)meat Method:Bill to Account Contact Name:Beck,Christopher Account Number: 1000493376 Email.christopher.beck@elginil.gov This order is made pursuant to: eBilling Contact Shipping Information: Contact Name Christopher Beck Shipping Method:Ground Shipping-U.S.Only Email christopher.beck@eiginii.gov dginil.gov ProFlex Multiple Location Details Account Number Account Name Account Address Action 150 DEXTER CT 11)00493376 ELGIN LEGAL DEPT ELGIN New IL 60120-5527 US ProFlex Product Details Quantity _ Unit Service Material# Description 1 Each 40757482 West Proflex 5 Attorneys 42077755 Westlaw All Analytical,Enterprise access,Government 5 Attorneys 42510228 Westlaw Edge National Primary Law,Enterprise access,Government 5 Attorneys 41985648 Gvt-Related Documents For Government(Westlaw PROM) Account Contacts Account Contact Account Contact Account Contact Account Contact First Name Last Name Email Address Customer Type Description Christopher Beck christopher.beck@elginil.gov EML PSWD CONTACT Lapsed Products Sub Material Active Subscription to be Lapsed 40757481 West Proflex Charges During Minimum Term Year 1 Year 2 Year 3 % Year 4 % Year 5 Material Product %liter e/incr incr Charges incr Charges Billing # Name Charges Per Yr 1-2* Charges per Yr 2-3e Charges per Yr 3- per Billing Yr 4- per Billing Freq Billing Freq Billing Freq Billing Freq 4* Freq 5* Freq 40757482 West Protlex $1,208.04 3.00% 51244.28 3.00`a S1281.61 N/A N/A NIA N;A Monthly Charges During Minimum Term Pricing is displayed only for the years included in the Minimum Term. Years without pricing in above grid are not included in the Minimum Term. Refer to your Order Fotm for the Post Minimum Term pricing. Refer to Order Form for Billing Frequency Type. Page 4 of