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HomeMy WebLinkAboutTHOMSON REUTERS (3) Docusign Envelope ID:CFC29C13-5FE5-89A5-802A-73E1'139BBF40 A-2026-092 INSVRAN'r_'E N Ah 41+0RK PtiiAY PI,XI ED Order Form Order ID. Q-11384232 CITY CLERK .��•', Thomson Contact your representative kristina.tierney@thomsonreuters.com with any questions.Thank UDC 1 2 6 : • Reuters- D.QuiNvIvich(DI) Sold To Account Address Shipping Address Billing Address Account#: 1000801462 Account#:1000801452 Account#; 1000801462 SANTA ANA CITY ATTORNEY SANTA ANA CITY ATTORNEY SANTA AN A C I TY ATTOR N EY 20 CIVIC CENTER PLZ M29 20 CIVIC CENTER PLZ M29 20 CIVIC CENTER PLZ M29 SANTA ANA CA 92701-4058 US SANTA ANA CA 92101-4058 US SANTA ANA,CA 92701-4058 "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 Enterprise 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:littpsv//-wwvv.tr.co[D/tr()Ederinginfo 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 Enterprise Centre GmbH and West Publishing Corporation will be referred to as "Thomson Reuters"."we"or"our,"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 Generai Terms and Conditions (available here: iz;;lf CQrlilfederal general terms end-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 Form, 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 (httpm/11r orclus-g n ral-t rms-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 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 Prof lex $ ,392.00 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 yearof the Minimum Term are displayed in the Attachment to the Order Form. Post Minimum Terms Your subscription will automatically renew at the end of the Minimum Term for successive 12-month renewal terms(each,an "Automatic Renewal Term"),unless either party provides written notice of its intent to not renew at least 30 days prior to the beginning of an Automatic Renewal Term.We will notify you of any change in the Annual Charges at least 60 days before each Automatic Renewal Term begins. Submit your notice of nonrenewal to: h i - I r r i , i ori- canceEation.html or via postal mail to Customer Service,2900Ames Crossing Rd,Eagan,MN 55121. For Federal government subscribers that chose a multi-year Minimum Term,those additional years will be implemented at your option pursuant to federal law. Page 1 of 4 Docusign Envelope ID:CFC29C13-5FE5-89A5-802A-73Et139BBF40 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 pricing 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 right to increase your charges to the market rate for all of your attorneys. Miscellaneous Material Change.If,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 numberof attorneys at a location covered by the agreement,divestitures,downsizing ordissolution,wewill modify your rates proportionally.If you acquire the assets of,orattomeys from, anotherentity that is a current subscriber,you assume all obligations under the agreements that apply to those assets and attorneys,and you wild 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 responsiblefor 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 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 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. alas;)Itegal,tha n,5oareuters cam/contentfdamiewp-[DZdQCuments/legal_'enlodUothQ lan pro govt agencies ndf htt!2 11 tatiC legafsohltigns thomsQnLeute[a com! is aticjagreemennt/plan pro goyt-agencies�df 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. 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:htls2;Uwww.thoffisonreuters c.Qm/documentla.telligP.bC�=. Additional Terms for Services with Generative Af skills:The fo#lowing 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;Contract Express,CLEAR Investigate,Westlaw Advantage;Practical Law or Practical Law Connect,with Dynamic Tool Set;Practical Law UK Premium; Practical Law Global Premium; HighQ), listed on this order form, and are incorporated into this order form by reference:his://www.tr.com/legal-services-af-terms. 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: i - fi - P m . 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 ighQ-PST • HighQ Service Levels:Thomson Reuters shall provide service availability,maintenance and support for the term of the Agreement. Details are available at:bttp7//1r.com/HighQ-SLA,a._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: if ic-terms 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 https.//stat:is_legalsolutions.thomsonreUters eom/statielThomsonReutQrs-General-Terms- ConditiQnj 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 Drafting Tools Product Specific Terms:The following product specific terms shall apply to the Drafting Toois products(Drafting Assistant, Clause Finder, Clause Finder: Internal Agreements) on this order form, and are incorporated by reference:https:/Lwww.thomsonreuters_cQmldraftingassistant-and-cEa,u5gfinder-R5t Page 2 of 4 Docusign Envelope ID:CFC29C13-5FE5-89A5-802A-73E1139138F40 Additional clauses applicable to: Westlaw Advantage, Practical Law Dynamic Toot Set,CoCounsel Essentials, Westlaw Advantage with CoCounsel Essentials,Practical Law with Dynamic Tool Set with CoCounsel Essentials,CoCounsel Legal Additional Features and Functionality: During the term of this Agreement, Thomson Reuters may in its sole discretion issue updates, upgrades,patches,enhancements,or improvements that it makes generally available to its customers at no additional charges(collectively "Upgrades")which may be subject to usage limits.For the avoidance of doubt,Upgrades do not include(i)new services that are developed or acquired by Thomson Reuters or(ii)services or functfonalities forwhich there are royalty requirements or licensing restrictions.Where your Service includes Westlaw Advantage and/or Practical Law Dynamic Tool Set, these upgrades do not include access to additional or new content sets beyond those you have subscribed to as part of the Service. Usage Limits:TR may,acting reasonably,at any time during the Term,impose or modify usage limits on any LLM Feature upon 60 days'prior written notice to Customer."LLM Feature"means any functionality of the Service that uses a large language model(LLM)whether the LLM is the whole or part of the Service. If TR imposes or modifies a usage limit under this clause,Customer may,within 30 days of TR's notice of the limit,provide written notice to TR requesting good faith negotiations.The parties shall explore commercially reasonable alternatives,which may include adjustments to usage limits or pricing. Amended Terms and Conditions You may cancel a product or service with at least 30 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. Acknowledgement:order ID;Q-11384232 See attached signature page Signature of Authorized Representative for order Title Printed Name date This Order Form will expire and will not be accepted after 7/31/2026. Authorized West Publishing Representative r0-Su gnedby. Signature: ( ,, t. 8, M4,tJ1 Printed Name: Charles Mikesell Title: _Senior SCM Consultant Date: 6/24/2026 Page 3 of 4 Docusign Envelope ID:CFC29C1 3-5FE5-89A5-802A-73E1 139B8F40 Attachment Order ID: Q-11384232 Thomson . F..o. Reuters- Contact° Contact your representative kristina.tierney @thomsonreuter5.com with any questions.Thank you. Payment,Shipping,and Contact Information Payment Method: Order Confirmation Contact(#28) Payment Method:Bill to Account Contact Name:QUINTANA,David Account Number:1000801462 Email:dquintana@santa-ana.org This order is made pursuant to: eBilling Contact Shipping Information: Contact Name David QUINTANA Shipping Method:Ground Shipping-U.5.Only Email dquintana@santa-ana.org Pro ex Multi le Location Details Account Number Account Name Account Address Action 20 CIVIC CENTER PLZ M29 1000801462 SANTAANA CITY ATTORNEY SANTAANA New CA 92701-4058 US ProFlex Product Details Quantity Unit Service Material it Description 1 Each 40757482 West Prof lex 13 Attorneys 41933475 Westlaw Litigation Collection,Enterprise access,Government 13 Attorneys 42077755 Westlaw All Analytical,Enterprise access,Government 13 Attorneys 43482985 CoCounsel Legal,National Primary,Enterprise Access,Government 13 Attorneys 41935298 Westlaw, PeopleMap Premier and Company Investigator Module, Enter rise access,General counsel Account Contacts Account Contact Account Contact Account Contact Account Contact First Name Last Name Email Address Customer Type Description David TaINTANA dquintanaCa)santa-ana.org EMLPSWDCONTACT Lapsed Products Sub Material Active Subscription to be Lapsed 43260273 Westlaw Precision National Primary Law,Enterprise access,Government 41933477 Westlaw Litigation Collection,Enterprise access,Government 41935299 Westlaw,PeopleMap Premier and Company Investigator Module, Enterprise access, General counsel 41933493 Practical Law Premier,Enterprise access,Government 40757481 West Prof lex 42077754 Westlaw All Analytical,Enterprise access,Government Charges During Minimum Term Year 1 Year 2 Year 3 D/D Year 4 % Year 5 %incr D/c incr Charges Charges Mate Product Charges YrI- Charges Yr2 Charges incr incr Billing rial# Name per Billing 2" per Billing 3` per Billing Yr3- per Billing Yr4- per Freq ng q Freq Freq Freq 4" Freq $* FrBileq q 40757 West $4,392.0p 6.00% $4655.52 6.00% $4934.85 N/A N/A N/A N/A Month[ 482 Proflex Y Charges During Minimum Tenn 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 Form for the Post Minimum Term pricing. Refer to Order Form for Billing Frequency Type. Page 4 of 4 Docusign Envelope ID:CFC29CI3-5FE5-89A5-802A-73E1139B8F40 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF ANTA ANA I LL `� ALVARO NUNEZ City Cl k City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:&W'ro' Laura A. Rossini Chief Assistant City Attorney