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89-0801 West Publishing Company Westlaw iniiminpur WESTLAW" ,ubscriber Agreement AGREEMENT entered into between CITY OF ELGIN ("Subscriber')and WEST PUBLISHING COMPANY("West")regarding West's computer-assisted legal research service,WESTLAW,as follows: 1.License written notice at least 30 days prior to the first day of a billing cyde, During the term of this Agreement,subject to the terms and conditions effective as of the first day of such billing cycle; provided, however, hereof, West grants Subscriber a non-exclusive, non-transferable, that no Schedule A may be adopted for less than a three-month limited license to access data('Data'which shall include Downloaded Prod. West may modify Charges prior to the effective date of this Data as defined below)contained in the WESTLAW database through Agreement and upon 60 days'prior written notice after the initial one- Equipment(as defined below)in Subscriber's office(s)at such times as year term hereof. Charges for WESTLAW features introduced after WESTLAW is generally available and to use Data solely in the regular the effective date of this Agreement shall be determined by West course of legal and other research and related work. Such license Charges are exclusive of sales, use and other taxes, which are the shall include the right to transfer, in the United States, insubstantial responsibility of Subscriber. portions of Data in machine-readable form ("Downloaded Data")to a storage device under Subscriber's exclusive control and to store such 7.Billing and Payment Downloaded Data for up to 30 days solely to internally display such After the end of each WESTLAW billing cycle,Subscriber shall be sent Downloaded Data and to quote such Downloaded Data(appropriately an invoice setting forth all Charges incurred by Subscriber during such cited and credited) in memoranda, briefs and similar work product billing cycle. Subscriber shall pay the full amount of all such Charges created by Subscriber. Such license further includes the right to create within 30 days after receipt of each such invoice. If such payment is printouts of the Data;provided,however, that such printouts shall not not made, Subscriber may thereafter be charged up to the maximum be created or provided to third parties for specific consideration nor legal interest on any unpaid balance. shall such printouts be made available to any third party without first obtaining said third party's written agreement not to further B.Copyright Notice disseminate them. Unless each printout page or other form of retrieved Data contains a West copyright notice, Subscriber shall insure that the following West 2.Limitation of License copyright notice (including the then-current calendar year) appears Except as specifically provided herein or as allowed by 17 U.S.C.§107 thereon unless otherwise notified: (the fair use provision of the Copyright Act of 1976), no part of the COPR.O WEST[YEAR]NO CLAIM TO ORIG.U.S.GOVT.WORKS Data may be copied, downloaded, stored in a retrieval system, published, transmitted or otherwise reproduced, transferred, stored, 9.Third Party Services disseminated or used, in any form or by any means, without West's From time to time,West may notify Subscriber that third party services prior written permission. ("Services') are available through WESTLAW or the Equipment. Access to and use of Services may be governed by terms and 3.Rights in the Data conditions which are different than those contained herein. By Except for the license granted herein, all right,title and interest in the accessing Services, Subscriber agrees to, and shall comply with, all Data, in all languages, formats and media throughout the world, such terms and conditions. including all copyrights therein, are and shall continue to be the exclusive property of West and other contributors ("Contributors")of 10.Responsibility for Certain Matters Data. Subscriber shall be responsible for all access to and use of WESTLAW,the Data or Services by Subscribers personnel and/or by 4.Passwords means of the Equipment and/or Passwords,whether or not Subscriber West shall issue passwords ("Passwords") which can be used to has knowledge of or authorizes such access and use. access and use WESTLAW to Subscriber and Subscriber's personnel . who will use WESTLAW hereunder. Subscriber shall complete 11.West Services,Inc. Schedule J hereto or its equivalent as necessary to notify West of all West Services, Inc ('WSI') may exercise any rights or perform any personnel to whom Passwords should be issued and of Passwords obligations hereunder on behalf of West. that should be revoked. Subject to the terms and conditions hereof, Subscriber may allow non-Subscriber personnel to use such 12, Disclaimer of Warranties and Limitation of Liability Passwords;provided, however, that Subscriber shall insure that each WESTLAW AND THE DATA ARE PROVIDED AS IS- WITHOUT such person first signs the appropriate WESTLAW User Agreement. WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. Subscriber's exclusive remedy and West's,WSI's and/or Contributors'entire liability 5.Equipment hereunder, if any, for any claim(s) for damages made against them, Equipment ("Equipment-) (which must be certified by West as individually or jointly,whether based in contract or negligence,shall be compatible with WESTLAW) used by Subscriber to access and use limited to the amount of Charges paid by Subscriber relative to the WESTLAW shall be provided as set forth in the addendum and/or period of occurrence of the events which are the basis of the daim(s); schedules hereto. Changes in or additions to the Equipment which provided, however, that West, WSI and/or Contributors shall have no affect the compatibility of the Equipment with WESTLAW may be liability whatsoever to Subscriber for any claim(s)relating in any way to made by Subscriber only with West's prior written approval. (i)Subscribers inability or failure to perform legal or other research or related work or to perform such legal or other research or work 6.Charges Payable by Subscriber properly or completely, even if assisted by West or WSI, (ii) any The charges(-Charges")payable by Subscriber hereunder shall be as Service, or (iii) any lost profits or other consequential, exemplary, stated in the Schedule A Price Plan designated in the addendum incidental, indirect or special damages relating in whole or in part to hereto. Subscriber may elect a different Schedule A by giving West Subscriber's rights hereunder or use of,or inability to use,WESTLAW to or the Data,even if West,WSI and/or Contributors have been advised 16.Force Majeure of the possibility of such damages. West's performance hereunder is subject to interruption and delay due to causes beyond its reasonable control such as acts of God,acts of 13.Limitation of Claims any government,war or other hostility,civil disorder,the elements,fire, Except for claims relating to Charges or improper use of WESTLAW or explosion,power failure, equipment failure,industrial or labor dispute, the Data,no claim,regardless of form,which in any way arises out of inability to obtain necessary supplies and the like. this Agreement or the use of, or inability to use, WESTLAW or the Data may be made, nor action based upon such claim brought, by 17.Notices either party more than one year after the basis for the claim becomes All notices hereunder shall bq given in writing to West at 50 West known to the party desiring to assert it. Kellogg Boulevard, P.O. Box 64833,St. Paul, Minnesota 55164-1803, Attention:James E. Taylor and to Subscriber at the address set forth 14.Term and Termination below. This Agreement shall become effective, subject to approval and execution by West in St. Paul, Minnesota, on the date the Equipment 18.Governing Law first accesses WESTLAW and shall continue in force until terminated This Agreement shall be governed by and construed under the laws of by either party upon at least 60 days'prior written notice of termination the State of Minnesota. to the other party;provided,however,that this Agreement may not be terminated prior to one year after the effective date hereof. 19.General Provisions Notwithstanding the foregoing, either party may terminate this Neither this Agreement nor any part or portion hereof shall be Agreement immedatey upon giving written notice of termination to the assigned,•sublicensed or otherwise transferred by Subscriber without other party if the other party commits a material breach hereof. West's prior written consent. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the 15.Effect of Agreement validity and enforceability of the other provisions shall not be affected This Agreement (which shall include all addenda and schedules thereby. Failure of either party to enforce any provision of this hereto) embodies the entire understanding between the parties with Agreement shall not constitute or be construed as a waiver of such respect to the subject matter hereof and supersedes any and all prior provision or of the right to enforce such provision. The headings and understandings and agreements, oral or written, relating thereto. captions contained in this Agreement are inserted for convenience Except as otherwise provided herein,West may amend the terms and only and shall not constitute a part hereof. conditions of this Agreement by giving Subscriber at least 60 days' prior written notice thereof. Any other amendment must be in writing and signed by both parties. //. WEST , EST PUBLISHING I,NY� : SUBSCRI � a G f-7 By ✓ Signatur - Title CR= DiT MGR. Tale City Manager Date 17 3ft7C) • Date Firm Name City of Elgin Address 150 Dexter Court . Elgin, IL 60120-5555 � I Contact Telephone i 1/31/87(1) 9385/88 get o m c .g. r iP ft WESTLAW® Subscriber Agreement Addendum - WESTLAW Schedules 1.Scope This Addendum is part of the WESTLAW Subscriber Agreement ('Subscriber Agreement') between Subscriber and West. All terms used in this Addendum or the WESTLAW Schedules('Schedules')shall have the meanings attributed to them in the Subscriber Agreement. 2.WESTLAW Schedules The Schedules designated below shall be incorporated into and deemed a part of the Subscriber Agreement: a.Price Plan(fill in)blank) Schedule A-Plan J, b.Equipment/WESTMATETh, (check at least one) _Schedule B1 -Cash Purchase and Security Agreement K_ Schedule B3-Lease Agreement Schedule B4-WESTMATETM Software License and Downloading Amendment _Schedule B5-Information Checklist for Equipment and WESTMATETM Software c.Miscellaneous Schedules(check as appropriate) _Schedule C-WESTLAW User Agreement _Schedule D-WESTLAW Public Terminal User Agreement Schedule E-ABA Credit Form _Schedule H-Third Party Services Schedule J-WESTLAW Passwords Schedule K-Legal Research Services Schedule L-Educational Institution Options _Other(list) 3.Amendments Subject to approval by West, Subscriber may elect to add, delete or substitute Schedules by notifying West in writing and entering into the appropriate WESTLAW Schedule. • 1/31/87(1) 9385/88 SPECIAL OFFER AMENDMENT TO WESTLAW SUBSCRIBER AGREEMENT FOR PLAN 1 SUBSCRIBERS Amendment to WESTLAW Subscriber Agreement between WEST PUBLISHING COMPANY ("West") and City of Elgin ("Subscriber") as follows: 1. Effect of Amendment The WESTLAW Subscriber Agreement, including all schedules thereto, ("Agreement") between West and Subscriber is amended as specifically set forth herein to incorporate the terms of the Special Offer, a modification of Schedule A, Plan 1. As amended, the Agreement shall remain in full force and effect according to its terms and conditions. All terms used in this Amendment shall have the meaning attributed to them is said Agreement. 2. Special Offer. Under the Special Offer, the following Schedule A, Plan 1 charges are waived from the effective date of the Agreement through November 30, 1989, or a minimum of 30 days, whichever is longer: A. Monthly Subscription Charge B. Database Charges C. Connect Time Charges D. Communications Charges E. Three Hour Minimum Usage Requirement F. Off-line Transmission Charges G. Training Charges 3. Third Party Services. The charges for Third Party Services shall be the responsibility of Subscriber. WEST PUBLIS .G COMPANY / SUB • :E• By Vit is, / i BLIP Title , _ _ Title City Manager Date 0-• ' Date This offer expires November 30, 1989. 8/1/89 WESTLAW® schedule A to WESTLAW® Subscriber Agreement PLAN 2 - Government Dial-Up Service 1. Monthly Subscription Charge ii. Special Charges Special database charges shall Subscriber shall pay a monthly subscription charge of $100 per apply to the databases indicated below: agency. a. Allflla Databases Each hour of use of the Allfile 2. Monthly Usage Charges Databases as identified in the WESTLAW Directory shall count as a. Database Charges 1.65 hours of database use. I. Standard Options Except as otherwise provided in b. Current Awareness Databases The charge for subparagraph (ii) below, Subscriber shall pay monthly database use of Current Awareness Databases as identified in the WESTLAW charges pursuant to the option selected below. Such monthly Directory shall be$25 per hour. database charges are available only to government personnel accessing WESTLAW for government purposes. Access by non- C. Specialty Databases The charge for use of the government personnel or for non-government purposes is strictly Specialty Databases as identified in the WESTLAW Directory shall be prohibited. Subscriber may elect a different option or change its $150 per hour. minimum monthly database commitment under the Block Option by giving West written notice at least 30 days prior to the first day of a b. Connect Time Charges Subscriber shall pay connect time billing cycle,effective as of the first day of such billing cycle. charges at the rate of$45 per hour. Connect time charges shall begin Hourly Option when Subscriber's password is transmitted and end when Subscriber's telecommunications link is disconnected. Hours of Cumulative c. Communications Charges Subscriber shall pay Database Use Hourly Rate Charges communications charges at the rate of$10 per hour for local network 0-3 $75 $ 225 access,$20 per hour for WATS network access and$18 per hour for 4-30 70 2115 access from locations in Alaska, Hawaii or Puerto Rico. The per hour 31-up 65 rates shall be increased$10 per hour for access at a baud rate greater than 1200 baud. Communications charges shall begin when Under the Hourly Option, Subscriber's database use may be Subscriber's password is transmitted and end when Subscriber's aggregated for billing purposes. telecommunications link is disconnected. Block Option(complete minimum hours) 3. Off-Line Transmission Charges The charge for off-line transmission, including printing, downloading Minimum Monthly Database Commitment: hours and use of WESTPRINT, West's print and mail service, shall be$.02 per line.In addition,a$15 handling charge per individual user per day Under the Block Option, each agency must commit to a minimum shall be charged for use of WESTPRINT. monthly database use of no fewer than 100 hours for which it agrees to pay a monthly block charge pursuant to the following schedule, 4. Training Charges regardless of actual use. Use of Current Awareness Databases and Each of Subscriber's personnel who will use WESTLAW must Specialty Databases shall not be applied against the minimum monthly complete a WESTLAW basic training session. Basic training shall be database commitment. Agencies are not permitted to aggregate provided to Subscriber at a charge of$70 per trainee with a minimum database use for billing purposes under the Block Option. Hours used training charge of$280 for the initial session. The maximum training in excess of the monthly database commitment shall be billed at the *large to be paid by each agency for basic training shall be$2,100. excess rate set forth in the following schedule: Training charges include written instructional materials and personalized instruction. For each trainee,Subscriber shall receive up Minimum Monthly to one hour of free database use which must be used by such trainee Database Commitment Monthly Excess Hourly within 15 days of such trainee's basic training session. Connect time (In Hours) Block Charge Rate and communications charges shall also be waived for such database 100 $5,500 $55.00 use. 200 10,000 50.00 300 13,500 45.00 -Number of Subscriber's Personnel to be Trained 400 16,000 40.00 500 17,500 35.00 5. Modification of Charges and Taxes 750 18,750 25.00 West may modify Charges prior to the effective date of the Subscriber Over 750 Available Upon Request Agreement and upon 60 days'prior written notice after the initial one- year term thereof. Charges are exclusive of sales, use and other taxes,which are the responsibility of Subscriber. ,a,ree 9552-1r88 T • VVESTLAW^ Schedule B3 to WESTLAW® Subscriber Agreement 6,30_ Lease Agreement and Software License AGREEMENT entered into between City of Elgin and WEST SERVICES,INC.CWSP)as follows: (*Subscriber) Equipment Lease (d) Attachments or alterations to the Equipment may be made only with WSI's prior written approval. Failure to obtain WSI's prior written approval shall constitute a material breach of this Agreement. 1. Equipment Lease 'Attachments`means any mechanical, electrical or other connection 1. Equipment agrees to lease from WSI equipment('Equipment')as set to the Equipment. 'Alterations" means changes which cause the Equipment to deviate from the manufacturers'mechanical,electrical forth in Exhibit 1 hereto to access and use WESTLAW. or other specifications,whether or not attachments are made. 2.Delivery and Installation (e) Subscriber shall insure that the Equipment is used only in The Equipment and connection cables shall be delivered by WSI. accordance with the applicable manufacturers' manuals or Subscriber shall provide sufficient telecommunications lines with instructions and by competent and qualified personnel trained in the direct inward dial capabilities and all other supplies and materials use thereof. required for installation and operation of the Equipment. Subscriber shall cooperate and assist in the installation of the Equipment. 5. Repair and Maintenance Subscriber shall be responsible for all use of and any damage to the Equipment after installation. WSI shall perform all repairs and maintenance necessitated by normal use of the Equipment or, at its option, may replace the 3.Charges Equipment. Subscriber shall be responsible for all damage to and During the term of this Agreement, Subscriber shall pay monthly repair or maintenance of the Equipment resulting from misuse, lease charges for the Equipment in the amount of the 'Monthly abuse,theft or any other cause,normal use excepted. Charge for Equipment' set forth in Exhibit 1 hereto, commencing upon the earlier of the date the Equipment accesses WESTLAW or 6.Risk of Loss and Liability 60 days after delivery of the Equipment. WSI may modify the Except as specifically provided in paragraph 5 hereof, Subscriber Monthly Charge for Equipment prior to the effective date hereof and assumes all risk of loss and liability, whether or not covered by upon 60 days' prior written notice to Subscriber twelve months insurance,for any damage to or loss of the Equipment or for property thereafter. In addition, Subscriber shall be responsible for any damage or personal injury arising out of or related to this Agreement applicable sales, use and other taxes and for transportation charges or the Equipment provided hereunder. and customs duties incurred in shipping the Equipment outside the contiguous United States. All billing and collection shall be Limited Use Software License performed by WSI or West Publishing Company(•West")and,except Applicable to Lessees of WALT II Terminals as otherwise provided herein,shall be governed by the provisions of the WESTLAW Subscriber Agreement governing charges,billing and payment. 7.Software As used herein,`Software shall mean the computer programs(and 4.Ownership and Use new releases thereof)contained in WALT II terminal cartridge(s). (a)The Equipment shall remain the sole and exclusive property of 8. License WSI. Subscriber shall have no rights therein except the right to use the Equipment as provided herein. WSI may display notice of its WSI hereby grants Subscriber a non-exclusive, non-transferable, ownership on the Equipment. limited license to use the Software with the WALT II terminal with which it is provided. SUBSCRIBER SHALL NOT REPRODUCE, (b)Subscriber shall not pledge,lend,create a security interest in, COPY, MODIFY, MERGE, DISPLAY, TRANSMIT, DISTRIBUTE, sublease, part with possession of or otherwise transfer, in any TRANSFER, OR OTHERWISE USE THE SOFTWARE, IN WHOLE manner whatsoever, the Equipment or any portion thereof and shall OR IN PART,EXCEPT AS EXPRESSLY PROVIDED HEREIN. immediately notify WSI of any attachment or other legal proceeding affecting the Equipment. 9.New Releases WSI may provide Subscriber with new releases of the Software from ._ (c) During the term of this Agreement, the Equipment shall be time to time, but is under no obligation whatsoever to do so. Upon kept in Subscriber's sole possession at the address specified on the receipt of a new release,Subscriber shall immediately cease use of final page hereof and shall not be removed therefrom without WSI's the prior release. Use of new releases shall be governed by the prior written approval. WSI may enter Subscriber's premises to terms of this License. Upon receipt of new releases, Subscriber inspect the Equipment during normal business hours and may agrees to return any prior release to WSI according to WSI's remove the Equipment if Subscriber is in material breach hereof, instructions therefor or to pay WSI the then-current charge for failing to do so. • 10.Title to the other party; provided, however, that this Agreement may not Subscriber acknowledges that the copy(ies)of the Software licensed be terminated prior to one year after the effective date. hereunder shall remain the exclusive property of WSI and that Notwithstanding the foregoing, either party may terminate this Subscriber shall have no right to nor interest in said copy(ies)or the Agreement immediately upon written notice to the other party if the Software other than as expressly granted herein. Subscriber shall other party commits a material breach hereof. Upon termination, not remove any identification or notices affixed to said copy(ies), Subscriber shall be responsible for preparing the Equipment and unless expressly instructed to by WSI. Software for shipment and for properly transporting it to WSI in accordance with WSI's instructions. General Provisions 14.Effect of Agreement This Agreement(which shall include all exhibits hereto)embodies the 11.LIMITED WARRANTY AND UMITATIONS OF LIABILITY entire understanding between the parties with respect to the subject WSI warrants that it shall repair, maintain or replace the Equipment matter hereof and supersedes any and all prior understandings and as set forth in paragraph 5 hereof and that it shall replace any WALT agreements, oral or written, relating thereto. Except as otherwise II cartridge which is defective upon return of the defective cartridge to provided herein, any amendment hereof must be in writing and WSI. EXCEPT AS EXPRESSLY STATED HEREIN, THE signed by both parties. SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPUED. SUBSCRIBER BEARS ALL 15.Notices RISK RELATING TO QUALITY AND PERFORMANCE OF THE All notices hereunder shall be given in writing to WSI at 58 West SOFTWARE. THE FOREGOING WARRANTIES ARE IN UEU OF Kellogg Boulevard, P.O. Box 64779, St. Paul, Minnesota 55164- ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, 0779, Attention: Andrew T. Piccione, and to Subscriber at the INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF address set forth below. MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In no event shall WSI or West be liable to Subscriber 16.Governing Law for any claim(s)relating in any way to Subscriber's inability or failure Agreement shall be governed by and construed under the laws to perform legal or other research or related work or to perform such This ise is Agrrete of Minnesota. legal or other research or work properly or completely or for any lost profits or other consequential, exemplary, incidental, indirect or 17.General Provisions special damages relating in whole or in part to Subscriber's rights hereunder or use of, or inability to use, the Equipment or the Neither this Agreement nor any part or portion hereof shall be Software,even if WSI or West has been advised of the possibility of assigned,sublicensed or otherwise transferred by Subscriber without such damages. WSI's prior written consent. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the 12. Limitation of Claims validity and enforceability of the other provisions shall not be affected thereby. Failure of either party to enforce any provision of this Except for claims relating to charges due hereunder, no claim, Agreement shall not constitute or be construed as a waiver of such regardless of form,which in any way arises out of this Agreement or provision or of the right to enforce such provision. The headings and the use of,or inability to use,the Equipment or the Software may be captions contained in this Agreement are inserted for convenience made, nor action based upon such claim brought, by either party only and shall not constitute a part hereof. more than one year after the basis for the claim becomes known to the party desiring to assert it. 13.Term and Termination This Agreement shall become effective upon approval and execution by WSI in St. Paul, Minnesota, and shall continue in force until terminated by either party upon at least 60 days'prior written notice • • • WEST SERVICES,INC. SUBSCRIBER By Firm Name City of Elgin Title Date Address 150 Dexter Court Elgin, IL 60120-5555 Contact Telephone Signature Title Date' Address Of Equipment If Different From Above: Firm Name Address Contact Telephone 11/15/87 9795-6/87 s • Exhib• 1- WALT II and Related Equipment Lease Total Monthly Equipment Monthly Charges* Quantity Charges WALT II Terminal 1 Unit $150/each 1 $ ""-0 — Additional unit(s) 50/each Baud Rate" 2400 1Z h WALT I Terminal 1 Unit $125/each Additional unit(s) 50/each WEST-JET Desktop Printer 1 Unit $ 55/each � — G — -�- Additional unit(s) 45/each WESTLAW Custom Printer*** $150/each Monthly Charge for Equipment $ -C — • To determine the per unit charge for Equipment, Subscriber may " The WALT II Terminal can be programmed to access WESTLAW combine terminals and printers acquired hereunder with eligible at 2400 baud. To determine any additional charges for 2400 baud equipment of the same type that was acquired from WSJ by access, Subscribers should refer to their current WESTLAW Subscriber(or by each agency if a government subscriber)and is still Subscriber Agreement Schedule A. being used by Subscriber to access WESTLAW. Eligible terminals include WALT terminals, and eligible printers include WEST-JET and '•'An additional charge of$200.00 will be added to Subscriber's first Hewlett-Packard 2671 A printers. monthly invoice for installation of each WESTLAW Custom Printer. 11/15/87 9795.6/87 lillr SPECIAL OFFER AMENDMENT TO SCHEDULE B3 TO WESTLAW SUBSCRIBER AGREEMENT Amendment to Schedule B3 to WESTLAW Subscriber Agreement between WEST SERVICES, INC. ("WSI") and city of Elgin ("Subscriber") as follows: 1. Effect of Amendment: Schedule B3 to WESTLAW Subscriber Agreement all exhibits thereto, ("Agreement") between WSI and Subscriber is amended as specifically set forth herein to incorporate the terms of the Special Offer. As amended, the Agreement shall remain in full force and effect according to its terms and conditions. All terms used in this Amendment shall have the meaning attributed to them in said Agreement. 2. Special Offer. Under the Special Offer, WSI shall waive the Monthly Charges for use of the following equipment during the first twelve months the Agreement is in effect: a. One WALT II (West's Automatic Law Terminal II) ; and b. One WEST-JET Desk Top Printer The telephone line and other supplies and materials required for installation and operation of Equipment shall be the responsibility of Subscriber. • WEST SERVICES, INC. SUBSC : R Bye—.._' ��� f �BY Title ASST TR AS A g[Ce City Manager Date 1/3/610 Date This offer expires November 30, 1989. 8/1/89 • i