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AG 11-19611 RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT. /DIV: LOJJ3 ORIGINATING STAFF PERSON: QY11 c. rt)C --1 EXT: 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE CONTRACT AMENDMENT (AG #): -OTHER . PROJECT NAME: NAME OF CONTRACTOR: ADDRESS: E -MAIL: SIGNATURE NAME: RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL TELEPHONE FAX: TITLE EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS TERM: COMMENCEMENT DATE: aol`6 COMPLETION DATE: 12 131 I a0 TOTAL COMPENSATION $ �� �1J► �(l('i (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR ARGE ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 500 ' loo.m QL\10 ' 51e6 - 414 0. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 1. COUNCIL APPROVAL (IF APPLICABLE) 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED g LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK 'ASSIGNED AG# SIGNED COPY RETURNED ;OMMENTS: AG# 1 —16111 DATE SENT: p - /2-11- LexisNexis P Lexis Advance® Subscription Amendment for State /Local Government (Existing Subscriber Version) "Subscriber" Name: City of Federal Way Account Number: 10001W6KA "LN ": LexisNexis, a division of RELX Inc. 1. Amendment This Amendment ( "Amendment ") amends and supplements the terms of the Lexis Advance Subscription Agreement previously entered into between LexisNexis, a division of RELX Inc. ( "LN ") and Subscriber (the "Subscription Agreement "). This Amendment shall serve as Subscriber's acceptance of the General Terms & Conditions for Use of the Online Services in effect as of the date of this Amendment and displayed at www.lexisnexis.com /terms /general. 2. Certification 2.1 Subscriber certifies that the number of government professionals in Subscriber's organization is as set forth below. A "Government Professional User" is defined as an attorney, judge, librarian, researcher, investigator or analyst who is employed by the Subscriber. Number of Government Professional Users: 8 2.2 A "Support Staff User" is defined as a person who supports the Government Professional User, including, but not limited to: paralegals, interns, legal secretaries or other administrative support members. Up to 3 ID's will be issued to support staff for each Government Professional User accounted for above. Support Staff Users will receive access at no additional charge. 2.3 Each LN ID must be issued for individual use by the Government Professional User or Support Staff User. 2.4 If Subscriber, at the time of signing this Amendment has 11 or more Government Professional Users, then Subscriber is required to notify LN if the number of Government Professional Users falls below 11. Subscriber shall, within 30 days of the staffing change, notify LN in writing. 2.5 Subscriber acknowledges that the pricing and menus provided to Subscriber in this Amendment depend in part on the number of Government Professional Users in Subscriber's organization. Subscriber certifies that as of the date Subscriber signs this Amendment there are the number of Government Professional Users in Subscriber's organization (the "Reference Number ") as Subscriber has specified above. (i) At LN's request from time to time, Subscriber will certify in writing the then - current Reference Number. (ii) If there is a change in the Reference Number during the Term, LN may, in its sole discretion on at least 30 days prior written notice to Subscriber, increase or decrease the Monthly Commitment by an amount that does not exceed, on a percentage basis, the change in the Reference Number. 3. Lexis Advance Product and Charges 3.1 This Section 3 amends the Subscription Agreement with respect to the Lexis Advance® product offering described below. The term of Subscriber's commitment for the Lexis Advance product offering will begin upon the date Subscriber's billing account ( "Account Number ") is activated ( "Activation ") and will continue for the last period set forth in Section 3.3 below (the "Committed Term "). Subscriber may not terminate this Amendment under Section 5.2 of the General Terms during the Committed Term. In addition, Subscriber may terminate this Amendment during the Committed Term for a material breach by LN that remains uncured for more than 30 days after LN receives written notice from Subscriber identifying a specific breach. If Subscriber terminates this Amendment pursuant to this Section, then Subscriber will pay all charges incurred up to the date of termination. Upon the expiration of the Committed Term, all access to and use of Lexis Advance by Subscriber will be billed in accordance with the applicable then - current Price Schedule. Lexis Advance Content & Features Product SKU Number Number of Users National Primary Enhanced 1011511 8 WA Practice Library 1012239 8 ND. SLGovt- LexisAdvance -R3.5- SubAmd- Apri12016 ID# 4830 -8379 -6014 © 2016 LexisNexis. All rights reserved. Pagel of 3 Legal News 1011823 8 ❑ See attached Rider No. 1 for additional Content & Features 3.2 During the Term, the premium features Shepard's Graphical and Research Map will be included at no additional charge. 3.3 In exchange for access to the Lexis Advance Content, Feature and /or Service set forth above in Section 3.1, Subscriber will pay to LN the following amount (the "Monthly Commitment ") during the periods set forth below. Committed Term Monthly Commitment 1/1/18-12/31/18 $395.00 1/1/19-12/31/19 $395.00 1/1/20-12/31/20 $395.00 3.4 During the Term, LN may make content and features available to Subscriber that are not included in the Lexis Advance Content described above which will be offered to Subscriber at an additional charge ( "Alternate Materials "). Subscriber will be under no obligation to access and use the Alternate Materials, or to incur additional fees beyond the Monthly Installment. If Subscriber elects to access the Alternate Materials by initialing below, Subscriber will be notified that additional charges will apply before the Alternate Materials is displayed. If Subscriber proceeds to access the Alternate Materials, Subscriber will pay the then current, transactional charge(s) for the Alternate Materials that is displayed at the time of access. Subscriber elects access to the Alternate Materials (Initial) 3.5 Use of Lexis Advance under this Amendment is available to Subscriber and its Authorized Users (defined in the General Terms). 3.6 LN may temporarily suspend access to Lexis Advance until all unpaid amounts are paid in full. No claims directly or indirectly related to this Amendment with respect to amounts billed or payments made under this Amendment may be initiated by Subscriber more than 6 months after such amounts were first billed to Subscriber. 4. Closed Offer The prices and other terms are subject to change if Subscriber has not submitted a signed original or copy on or before 9/30/17. 5. Confidential Information Subject to any state open records or freedom of information statutes, this Amendment contains confidential pricing information of LN. Subscriber understands that disclosure of the pricing information contained herein could cause competitive harm to LN, and will receive and maintain this Amendment in trust and confidence and take reasonable precautions against such disclosure to any third person. This Section 5 will survive the termination or expiration of this Amendment. 6. SUPPORT AND TRAINING During the Term, Subscriber, with the support of LN, agrees to encourage the effective use of Lexis Advance through: (a) Mandatory basic training in the use of Lexis Advance by LN for all Authorized Users; (b) Meaningful participation in additional ongoing programs presented by LN to update and train Authorized Users; (c) Authorize the periodic distribution of memos or other communications by LN and /or Subscriber to Authorized Users; and (d) The periodic review with LN of Subscriber's Authorized User's use of materials and training under this Amendment. ND: SLGovt - LexisAdvance- R3..5- SubAmd- Apri12016 ID #4830- 8379 -6014 Ls (5-2-0.16 LexisNexis. All rights reserved. Pa.e2of3 © 2016 LexisNexis. All rights reserved. Pa e3�of3' 7. Miscellaneous This Amendment does not bind either party until it has been accepted by both parties. Subscriber may accept this Amendment by signing below. LN will accept this Amendment by providing Subscriber with access to Lexis Advance or by signing below. LEX/SNEXIS WILL NOT ACCEPT ANY CHANGES, CORRECTIONS OR ADDITIONS TO THIS AMENDMENT UNLESS SUCH CHANGES ARE EXPRESSLY ACCEPTED BY LN IN WRITING. SUCH CHANGES WILL HAVE NO LEGAL EFFECT. AGREED TO AND ACCEPTED BY: Subscriber: City of Federal Way [MUST BE COMPLETED BY SUBSCRIBER] Authorized Subscriber Signature: Printed Name: Job Title: Date: -,a(`_eP Auld\ cemet6 4A, LexisNexis, a division of RELX Inc. [COMPLETED BY LEXISNEXIS] Authorized Signature: Name: Job Title: Date: ND: SLGovt - LexisAdvance -R3.5- SubAmd- Apri12016 ID# 4830 - 8379 -6014 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: Wr-tnCXC>K- EXT: 3. DATE REQ. BY- 4 TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT • PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION • CONTRAC AMENDMENT (AG #): ❑ INTERLOCAL OTHERGY-eA 5. PROJECT NAME: \ QW. 1 6. NAME OF CONTRACTOR ADDRESS: TELEPHONE E -MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: _ _ �I (' o� v1 COMPLETION DATE: 9. TOTAL COMPENSATION $ vv (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR C ARGE -)ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: �JO`v + ����D - yt b -bg- q lq 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW INITIAL / DATE REVIEWED INITIAL/ DATE APPROVED 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE:' COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS -7 LAW DEPARTMENT • CHIEF OF STAFF • SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ASSIGNED AG# SIGNED COPY RETURNED COMMENTS: 11/9 INITIAL / ATE SIGNED OZ = \\ AG# DATE SENT: e Lexis Advance® Upgrade Amendment for LexisNexlso State /Local Government "Subscriber" Name: CITY OF FEDERAL WAY- OFC OF THE CITY ATTY Lexis.com Account Number:. 158BXD "LN ": LexisNexis, a division of Reed Elsevier Inc. This Lexis Advance Upgrade Amendment (the "Amendment ") is between LN and Subscriber and is intended to revise the LN business agreement (which may be referred to as a Subscription Agreement, Lexis Advance Subscription Agreement for Law Firms, Fixed Price Committed Period, etc. and which establishes a committed term for use of the Online Services in exchange for a fixed and /or discounted monthly commitment) (the "Agreement "), previously executed between the parties, as the same may have been previously amended. 1. Purpose of Amendment. This Amendment will serve as Subscriber's acknowledgment that its subscription will be upgraded from lexis.com to Lexis Advance within a commercially reasonable period after Subscriber's execution of this Amendment. As a result of this Amendment, Subscriber's access to lexis.com will be terminated as of 12/31/2014 (prior to this time, Subscriber will have access to the content in lexis.com described in the Agreement) and the Agreement will also be revised as stated below. 2. Lexis Advance Content, Term, and Charges. This Section 2 revises and restates the materials and features included in Subcriber's fixed rate plan, the charges applicable to Subscriber, and the Committed Term of the Agreement. Subscriber's access to materials outside of the fixed rate plan will be governed by the Agreement. 2.1 During the Term (as defined below), Subscriber will have access to the Lexis Advance Content & Features listed below. In addition, Subscriber will also be provided with access to the premium features Shepard's Graphical and Research Map at no additional charge during the Term. NoRN Products w SKU Number Number of User National Primary Enhanced 1011511 7 WA Practice Library 1012239 7 Legal News 1011823 7 ❑ See attached Rider No. 1 for additional Content & Features ND: S LGovt- LexisAdvance- R3.5- UpgradeAdm- Oct2014 © 2014 LexisNexis. All rights reserved. ID# 4844 - 6986 -6783 Page 1 of 4 2.2 The Term of the Agreement will be for Committed Terms listed in the table below Section 2.3 (the "Term "). Upon the expiration of the Committed Term, the Agreement and Amendments will automatically terminate at the end of the Committed Term in absence of a renewing amendment. 2.3 During the Term, Subscriber will pay to LN each month the "Monthly Installment" amount listed below for access to and use of the Lexis Advance Content & Features listed in Section 2.1. 2.4 Subscriber acknowledges the pricing and content provided in this Amendment depend in part on the number of users listed for each product selected. Subscriber certifies that as of the date Subscriber signs this Amendment the number of attorneys receiving LN IDs (including attorney, judge or professional user or other support personnel) in Subscriber's office as Subscriber has specified below is true and accurate. Subscriber will be entitled to receive up to three (3) LN IDs for each number of users listed above for each product selected. Each LN ID must be issued for individual use by the attorney, judge or professional user or other support personnel. Subscriber will immediately notify LN in writing on each event of an increase in the Reference Number. At the reasonable request of LN, Subscriber will certify in writing the then - current Reference Number. If there is a change in the Reference Number, LN may, in its sole discretion, on at least 30 days prior written notice to Subscriber, increase or decrease the Monthly Installment by an amount that does not exceed, on a percentage basis, the change in the Reference Number. Number of Government Professional Users: 7 3. Miscellaneous Except as expressly revised in this Amendment, all other terms and conditions of the Agreement will remain in full force and effect. If there are any conflicts or inconsistencies between this Amendment and the Agreement, this Amendment will control. 4. Closed Offer The prices and other terms are subject to change to if Subscriber has not submitted a signed original or copy on or before November 20, 2014. This Amendment does not bind either party until it has been accepted by both parties. Subscriber may accept this Amendment by signing below. LN will accept this Amendment by providing Subscriber with access to Lexis Advance. AGREED TO AND ACCEPTED BY: Subscriber: CITY OF FEDERAL WAY -OFC OF THE CITY ATTY [MUST BE COMPLETED BY SUBSCRIBER] Authorized Subscriber Signature: Printed Name: Amy j o (peHt�SAcL Job Title: C(T`/ A'jjOW!✓ Y Date: ( ('tp l ( q ND: SLGovt- LexisAdvance- R3.5- UpgradeAdm- Oct2014 © 2014 LexisNexis. All rights reserved. ID# 4844 - 6986 -6783 Page 2 of 4 ; 4 NY v+l-y,N,frYC -- � '�`IN ..new c� r. 12/01//14-12/31/2014 $0 1/1/2015-12/31/2015 $312 1 /1 /2016 -12/31 /2016 $328 1/l/2017-12/31/2017 $345 2.4 Subscriber acknowledges the pricing and content provided in this Amendment depend in part on the number of users listed for each product selected. Subscriber certifies that as of the date Subscriber signs this Amendment the number of attorneys receiving LN IDs (including attorney, judge or professional user or other support personnel) in Subscriber's office as Subscriber has specified below is true and accurate. Subscriber will be entitled to receive up to three (3) LN IDs for each number of users listed above for each product selected. Each LN ID must be issued for individual use by the attorney, judge or professional user or other support personnel. Subscriber will immediately notify LN in writing on each event of an increase in the Reference Number. At the reasonable request of LN, Subscriber will certify in writing the then - current Reference Number. If there is a change in the Reference Number, LN may, in its sole discretion, on at least 30 days prior written notice to Subscriber, increase or decrease the Monthly Installment by an amount that does not exceed, on a percentage basis, the change in the Reference Number. Number of Government Professional Users: 7 3. Miscellaneous Except as expressly revised in this Amendment, all other terms and conditions of the Agreement will remain in full force and effect. If there are any conflicts or inconsistencies between this Amendment and the Agreement, this Amendment will control. 4. Closed Offer The prices and other terms are subject to change to if Subscriber has not submitted a signed original or copy on or before November 20, 2014. This Amendment does not bind either party until it has been accepted by both parties. Subscriber may accept this Amendment by signing below. LN will accept this Amendment by providing Subscriber with access to Lexis Advance. AGREED TO AND ACCEPTED BY: Subscriber: CITY OF FEDERAL WAY -OFC OF THE CITY ATTY [MUST BE COMPLETED BY SUBSCRIBER] Authorized Subscriber Signature: Printed Name: Amy j o (peHt�SAcL Job Title: C(T`/ A'jjOW!✓ Y Date: ( ('tp l ( q ND: SLGovt- LexisAdvance- R3.5- UpgradeAdm- Oct2014 © 2014 LexisNexis. All rights reserved. ID# 4844 - 6986 -6783 Page 2 of 4 CUSTOMER INFORMATION (Please type or print): Organization Name: Full Legal Name) CITY OF FEDERAL WAY -OFC OF THE CITY ATTY Billing Frequency: 10 Monthly ❑ Annually Physical Address Invoice Address Street Address: 353'D 5 'Ce S City: State: Zip: C` County: 5`P� Telephone: Fax: Parent Company: if applicable) Type of Organization: ❑ Legislative Professional User: Support Staff: `? Bar No: Date Issued /Expiration Date: Tax Exempt: OYes (attach Sales Tax Exemption Certificate) ❑ No Tax ID No: q I- -1�11Q a55o Contacts: Installation: Billing: Policy /Legal Notification: Scheduling/Training: Super_ Admin: ❑ Judicial rNA Executive Practicing Area of Law: M A P _ Q Employer Identification Number: Issuing State: Organization Web Address: MSA: ❑ Yes ❑ No State Contract No: (If applicable) PO No: (If applicable) Name Telephone Email Of "�l W� a • 0� C Name G r oc.�rCY Email Telephone olcD- 3 -8--,!jb- 0�5Co 1 IP Address CUSTOMER ID INFORMATION (Please type or print) ID HOLDERS' NAMES (additional sheet attached ❑) ID HOLDERS' TITLES /POSITIONS ID HOLDERS' EMAIL ADDRESSES LOCATION /ADDRESS rn o� �5akk V 0.Ga.Y� } ►sk C`A t o 0,,Y)AA\xv 61t ,� �.a ri r a �►�5[c.w� -2nr► 4 O-S-%� - ® k k y 11a. �Y 44LVA� VV V u y `f\\C.. cic C �IA�Ir 1�. UV�u- L 1AINVIO'C-1jeU.C�6 1 4 ND: SLGovt - Le. sAdv8nce- R3.5- UpgradeAdm- Oct2014 © 2014 LexisNexis. All rights s resery ed. ID# 4844- 6986 -6783 Page 4 of 4 V tin RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: I C�YI� � �rQG� EXT: 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ GONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) � PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT o PROFESSIONAL SERVICE AGREEMENT a MAINTENANCE AGREEMENT D GOODS AND SERVICE AGREEMENT D HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE UNTRACT AMENDMENT (AG#): ❑ OTHER 5. PROJECT NAME: 6. NAME OF CONTRACTOR: _ ADDRESS: E-MAIL: SIGNATURE NAME: � SECURITY DOCUMENT �E.G. BOND RELATED DOCUMENTS) D RESOLUTION ❑ INTERLOCAL � 1 �S �Zx �5 TELEPHONE FAX: 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE WORK OR SERVICES ❑ COMPEIrISATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: I� 1 COMPLETION DATE: I� o�� I �� 4. TOTAL COMPENSATION $ ���S �S (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR C E- ATTA SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ No IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACI'OR D CITY ❑ PURCHASING: PLEASE CHARGE TO: �2 � L 1 �O - D�Sp - S L�j - S 8' 4 l� 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATEREVIEWED INITIAL/DATEAPPROVED ❑ PROJECT MANAGER 0 DIRECTOR ❑ RISK MANAGEMENT (� aPPLic.�LE) ❑ LAW 11. COUNCIL APPROVAL (�F �P�,�c.�BLE} COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS �LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR� ❑ CITY CLERK y�ASSIGNED AG# � SIGNED COPY RETURNED COMMENTS: TIAL / DATE N I �� AG# ��- �q �p DATE SENT: II/9 -- �� l�+�xi�l��xis�, Fixed Price Agreement for State/Local Government Pricing You ("Customer") have requested a subscription from LexisNexis, ("LN" or "LexisNexis") to the LexisNexis� online research services (the "Online Services") listed below. In addition to the terms set forth below, access to the Online Services shall be subject to the terms and conditions set forth at www.lexisnexis.com/terms/government, which includes the General Terms & Conditions for Use of the Online Services and the applicabfe Price Schedule (the "Subseription AgreemenY'). The Subscription Agreement shall be incorporated by f ' t th' A t C� BY: � NAME: TITLE• DATE: ��-. i��31�1� � re erence in o is greemen . This Agreement is subject to acceptance by LM. Acceptance All use of LN Products and Services ordered herein must comply fully by LN shal! be evidenced by the granting of access to the LN with this Agreement. Products and Services set forth herein. [MUST BE COMPLETED BY CUSTOMER] 1 Cammitment Term and Morrthly Gommitment. In exchange for access to the LN Products and Services set forth below, Customer UMBER OF JUDGES: � NUMBER OF ATTORNEYS: will pay to LN the following amount (the "Monthly CommitmenY' BER OF GOVERNMENT PROFESSIONALS: C� during the periods set forth below. The term of this Agreement shall Total number of above in Customer's agency as of signature begin on the first date set forth be{ow and shall end on the last date date a�e. (see Section 5): � set forth in the chart below (the "Gommitment Term"). Commitment Term 11/1/11 To 12/29/11 12/30/11 To 12/29/12 12/30/12 To 12/29/13 12/30/13 To 12/29/14 To To Reference Number Initials ND: USCM-SLGovt-SubAgt-FixedPriceCommitment-Mar2011 ID# 4831-756&1272 �2011 LexisNexis. All rights reserved Pa e 1 of 6 2 Preferced Services. Customer's subscription shal{ include the LN Products and Services indicated in the table below which shall be referred to cotlectively as the "Prefened Services": 3 Charges, Renewal Terms, and Payment Terms. 3.1 In exchange for access to the Preferred Services, Customer will pay to LN the Monthly Commitments set forth in Section 1. The Monthly Commitments include all charges for use of the Preferred Services_ The following Materials accessible from, but not included as part of the Preferred Pricing Materials, will be subject to monthly billing at the then-current standard undiscounted rates in accordance with the Price Schedule: (a) selected Images (those that include a charge in the Price Schedule); (b) Dun 8� Bradstreet Reports; and (c) Risk Solutions. In addition to the Monthly Commitments, Customer may elect to have access to and use of materials and features outside of the Preferred Services, by initialing below, or by notifying LN at a later date. If elected, Customer will also pay to LN charges for such use in accordance with the Price Schedule ("Altemate Access Charges"). � Subscriber efects access to the Alternate Pricing Materials 3.2 Customer may not terminate this Agreement under Section 5.2 of the General Terms during the Commitment Term. This Agreement may be terminated by Customer after the third Commitment Period on the last day of any calendar month upon at least 30 days prior written notice to LN. This Agreement may also be terminated by Customer on 10 days prior written notice to LN in the event of any inerease in the Monthly Commitment, excluding any increases listed in Section 1. To be effective, notice of termination pursuant to the preceding sentence must be given within 90 days of the increase. 3.3 Each Monthly Commitment and Alternate Access Charges are due and payable within 30 days from receipt of invoice. If a Monthly Commitment or Altemate Access Charges not the subject of a legitimate dispute should remain unpaid for more than 75 days after becoming due, then LN reserves the right to require each remaining unpaid Monthty Commitment for the Commitment Term to immediately be paid in full to LN. LN may temporarily suspend access to any or all of the LN Products and Services provided under this Agreement until alt unpaid amounts are paid in full. Amounts which have not been paid within 30 days after the invoice date may thereafter, until paid, be subject to interest charges at a rate not to exceed that permitted under New York law, at the sole discretion of LN. Customer shall pay LN the then-current non-sufficient funds fee for all retumed checks. No claims directly or indirectly related to this Agreement with respect to amounts billed or payments made under this Agreement may be initiated by Customer more than 24 months after such amounts were first billed to Customer. 3.4 Included in Customer's lexis.corr� subscription, Customer will be granted access to the Lexis� Advance ("Lexis Advance'� product offering when it becomes generally available to Customer's market and price plan. Upon release, the Lexis Advance offering may be designed primarily for specific types of users within Customer's organization whom LN may recommend as the target user group, but IDs will be progressively released throughout the organization as additional functionality and content is made available. To the extent available in Lexis Advance, Customer will have access to the same content in Lexis Advance as it cuRently has access to under this Agreement, including Customer's access to materials outside its subscription (e.g., if Customer currently has access to out-of-plan usage, Customer will have access to content on a transactional basis in Lexis Advance). If Customer has access to out- of-plan content in Lexis Advance, Customer agrees to pay the then-current transactional charges for such content as such charges are available to Customer in the Lexis Advance user interface at the time the document is accessed. Although Customer will be entitted to access the Lexis Advance product offering as part of its subscription, LN may also release premium functionality or enhanced content for an additional charge. Customer will be given the option to purchase these upgrades at its discretion. 4 AUTHORtZED USERS FOR ONLINE SERVICES. This Agreement relates only to the Customer's Billgroups and locations (the "Participating Billgroups") set forth below and the Authorized Users under the Participating Billgroups. "Authorized Users" shall have the meaning set forth in the General Terms & Conditions for Use of the Online Services. i.nnaT�nnt (c��'v at�t[� s'['a�l �.e�,e,z..1 v�c,�► . W'A 5 CERTIFICATION. Customer certifies to the number of judges, attorneys and govemment professionals on page 1 of this Agreement ("Reference Number"). Throughout the Term, Customer will notify LN in writing of any change in the Reference Number if the total number of judges and attorneys falls below 11. Upon the request of LN, Customer will recertify to the Reference Number. 6 SUPPORT AND TRAINING During the Term, Customer, with the support of LN, agrees to encourage the effective use of the LN Online Services through: (a) Ma ndatory basic training in the use of the Online Seroices by LN for all Authorized Users; (b) Me aningful participation in additional ongoing programs presented by LN to update and train Authorized Users; (c) Authorized the periodic distribution of inemos or other communications by LN andlor Customer to Authorized Users; and (d) T he period review with LN of Customer's Authorized Users use of materials and training under this Agreement. ND: USCM-SLGovt-Sut�4gt-FixedPriceCommitment-Mar2011 ID# 4831-7568-1272 02011 LexisNexis. All rights reserved P 2of6 MISCELLANEOUS 7.1 LN makes certain terms and other information applicable to this Agreement available online on the World Wide Web at one or more sites identified by LN. Customer acknowledges that it has access to the World Wide Web. 72 To the extent any terms and conditions of this Section are in conflict with other applicable terms, such terms and conditions shall be resolved in the following order of precedence: this Agreement, then the applicable online terms referenced above. 7.3 The prices and other terms in this Agreement are subject to change if Customer has not submitted a signed original or copy on or before 10/31/11, which will be the closed offer date. ' �USTOMEf� fNF(}RNlRTION (Please type or print): 1. Organization Name: CITY OF FEDERAL WAY - OFFICE OF T�iE CITY ATTORNEY 2. Address: 33325 8� AVE. S FEDERAL WAY, WA 98003 3. County: KING 5. Telephone Number: 253-835-2561 7. Email Address: 8. Invoice Address (if difFerent than 2) 4. Country: USA 6. Telecopier Number: 9. Name of Contact, Telephone Number and E-mail Address for the following: Installation: Billing: Policy/Legal Notification: Scheduling/Training: 10. Entity Web Address AGENCY CREDENTIAUNG PROCESS LN respects the privacy of your personal information. Information obtained during the credentialing process will only be used for compliance related matters. For more detailed information, please see LN's Privacy Statement at http://www.lexisnexis.com/terms/privacy. At LN, we believe that information, used responsibly, provides tremendous benefits to society, businesses, govemment agenaes and consumers. LN provides its products and services in compliance with all applicable laws, rules and regulations. In tum, LN may only provide access to its products and services to organizations that provide assurances to LN that they will use the services in compliance with all applicable laws. Some LN Services include highly sensitive, personally identifiable information and LN takes its obligation to safeguard this information very seriously. MAIN CONTACT INFORMATION - As part of the credentialing process LN needs certain information about the Agency's Main Contact(s) as the Main Contact(s) may have access to sensitive password and identification numbers assigned to Agency's Authorized Users. In addition, an individual designated as a Main Contact will be designated by Agency to verify account information and request changes to account information. Credentialing will be performed on the individual(s) listed below, as well as the organization. Please note that the credentialing process may include telephone or email contact with the individual(s) listed below; please provide main agency telephone number and email address through which the Main Contact may be reached. Last Name Proctor First Name Tonia M.I. Title Lead Paralegal Main Telephone 253-835-2561 Email Address �Oc�\o.�. prp[�ko� 0 C; +�i OS�.2d��'k�.l�11. C.� 1. Full date of birth --� ° ` 2. Complete Home Address __ _ 1 — - ---. 3. First five digits of your Social Secunry Plumber - — ND: USCMSLGovt-SubAgt-FixedPriceCommitment-Mar2011 ID# 4831-756&1272 �2011 LexisNexis. All rights re.served Pa e3of6 ADDITIONAL ADMINISTRATOR OR CONTACT INFORMATION (Optional) - Please refer to preceding text for additional information. Last Name First Name M•�• _ Title Email Address 1. Full date of birth 2. Comptete Home Address 3. First five digits of your Social Security Number Main Telephone PERMISSIBLE USE CERTIFICATtON LN provides its Agencies with two options regarding permissiWe purpose certification. OPTION 1: Agency may opt to allow the display of all of the GLBA and DPPA permissible purposes (set forth below) online to their internal users. At login, users will be requireci to certify to the specific, appropriate permissible use that permits their particular search or searches from the available subset of permissible purposes displayed when accessing the LN Services. Please check here to select Option 1: ❑ OPTION 2: Agencies may opt to limit or restrict the GLBA and DPPA permissible purposes that will be displayed to and selected by their intemal users. At login, users will still be required to certify the specific, appropriate permissible use that govems their particular search or searches ftom the available subset of permissible purposes displayed when accessing the LN Services. Please check here to select Option 2: ❑ If a Agency prefers Option 2, Agency should certify the permissible purpose(s) below for GLBA and DPPA that should be disp(ayed to its users by checking the appropriate boxes below. Only the permissible purposes checked below will then be displayed to the Agency's users. GLBA PERMISSIBLE PURPOSE (Option 2 Only) Some LN Services use and/or display nonpublic personal information, which is govemed by the privacy provisions of the Gramm- Leach-Bliley Act (15 U.S.C. § 6801 et seq.) and its imptementing regulations (collectively, "GLBA'�. Agency certifies it has the permissible use under the GLBA to use and/or obtain such information, as marked below, and Agency further certifies it will only use such information obtained from the LN Services for such purpose(s) selected below or, if applicable, for the purpose certified to by each user electronically while using the LN Services: Only agencies selecting Option 2(see above) should select the appropriate permissible purposes below which will be made available to their intemal users when accessing the LN Services. No permissible use; 1. As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer; 1. (B) As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer by verifying the identification information contained in applications (Accurint Only); 2. To protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability; 3. In required institutional risk control programs; 4. In resolving customer disputes or inquiries; 5. Use by persons, or their representatives, holding a legal or beneficial interest relating to the consumer; 6. Use by persons acting in a fiduciary or representative capacity on behalf of the consumer; 7. In complying with federal, state, or local laws, rules, and other applicable legal requirements; 8. To the extent specifically permitted or required under other provisions of law & in accordance with the Right to Financial Privacy Act of 1978, to LE agencies, selt regulatory organizations, public safety. DPPA PERMISSIBLE PURPOSE (Option 2 Only) Some LN Services use and/or display personal information, the use of wrhich is governecf by the Drivers Privacy Protection Act (18 U.S.C. § 2721 et seq.) and related state laws (collectively, "DPPA"). Agency certifies it has a permissible use under the DPPA to use and/or obtain such as marked below, and Agency further certifies it will only use such information obtained from the LN Services for such purpose(s) selected below or, if applicable, for the purpose indicated by Agency electronically while using the LN Services: Only agencies selection Option 2(see above} should select the appropriate permissible purposes below which will be made available to their intemal users when accessing the LN Services. No permissible use; 1. In connection with any proceeding (including arbitration) in any court or government agency, or before any self- regulatory body, including investigation in anticipation of litigation; 2. To verify the accuracy of information about a person who provided the information to you (or your client) but only if ND: USCM-SLGovt-SubAgt-FixedPriceCommitment-Mar2011 ID# 4831-7568-1272 �22011 LexisNexis. All rights reserved Pa e4of6 3. 4. 5. 6. 7. used to recover on a debt against the person or to pursue legal remedies against the person for fraud; Use by a government agency but only in carrying out its functions; Use by any person acting on behalf of a government agency but only in carrying out the agency's functions; Use by an insurer (or its agent) in connection with claims investigation activities, antifraud activities, rating or underwriting; In connection with motor vehicle safety or theft, or driver safety (except for a motor vehicle manufacturer); Use by an employer or its agents or insurer to obtain or verify information relating to a holder of a commercial driver's license that is required under Chapter 313 of Title 49 of the United States Code. (Accurint Only) With regard to the information that is subject to the DPPA, some state law permissible uses may vary from the permissible uses identified above. In such cases, some state information may not be available under each permissible use listed above and/or Agency may be asked to certify to a permissible use permitted by applicable state law to obtain information from a speafic state. Agency agrees and ce►tifies it will only use the information described in Sections A and B of this Permissible Use Certification in accordance with the permissible uses selected above or those selected subsequently in connection with a specific information request. Agency acknowledges by signing above that completion of this document does not guarantee successful credentialing or that LN will be able to provide Agency with access to public records materials, including regulated public records materials. Agency agrees that the Main Contact may be contacted and provide any additional information, if needed, in order to process this credentialing request. � ID Holders' Names ladditional sheet attach� �omer I.D. Information (Please type or ID Holders' Titles/Positions ( � �� C�,SS�S�a.n� a-t� �� w � �,r � r c7Sec.w �� acarti� 10r1�G. �rc�c�t-o � ll2.C�< 1-�.�-�� �n�.c�,��., YY1 � 'uc�.,vr�1� N ���.� ��,,,� 00�SSS�n �" �c�,ra.l�.Sc�.� �� , . � . ��W __.. . -.. .. ID No. (LN to fill in) ND: USCM-SLGovt-SubAgt-FixedPriceCommitment-Ma2011 fD# 4831-7568-1272 �2011 LexisNexis. AII rights reserved P e5of6 or orintl: _ _ _ __ 1. Organization Name: �� � ��e'��- \ 2. �Automatic Payment Methoci - Yes, I want to utilize e automatic payment method (select asterCard, Visa, Amex or Checking Account). I authorize my bank to make payment by the method indicated below and post it to my account. I understand that I am in futl control of my payment. If at any time I decide to discontinue the automatic payment method, I will give ten days written notice to the Billing Department of LexisNexis at 9443 Springboro Pike, Miamisburg OH 45342. I �Select method of credit card payment ❑ MasterCard ❑ I E-OR I �Automatic Debit to Checking Acxount (attach copy Qfl VISA ❑ AMEX � voided check) Credit Card #: - - - Exp Date: 3. �No, I do not want to utilize the Automatic Payment Method, I prefer to be invoiced monthly, and provide the following credit reference to process my account: Bank Name & Address: Bank #: Account #: ND: USCM-SLGovt-SubAgt-FixedPriceCommitment-Mar2011 ID# 4831-7568-1272 02011 LexfsNexis. All rights reserved P 6 ot 6 � �..�.J'1��� �1��1�� � APPROPRIATIONS AMENDMENT LexisNexis, a division of Reed Elsevier lnc. ("LN") and CITY OF FEDERAL WAY - OFFICE OF THE CITY ATTORNEY ("Subscriber") agree to amend the Subscription Agreement (the "Agreement") between LN and Subscriber by adding to the Agreement the following terms and conditions (the "AmendmenY'). APPROPRIATION OF fUNDS If sufficient funds are not appropriated or allocated for payment under the Agreement for any current or future fiscal period, then Subscriber, at its option, may terminate the Agreement on the last day of any calendar month upon ten (10) days prior written notice to LN, without future obligations, liabilities, or penalties to L�I, except for amounts due up to the time of termination. In addition, Subscriber shall certify and warrant in writing that sufficient funds have not been appropriated to continue the Agreement for the next fiscal year. Except as expressly modified by this Amendment, all other terms and conditions of the Agreement will remain in full force and effect and unaffected by this Amendment. In the event of a conflict or inconsistencies between the Agreement and this Amendment, this Amendment will control. AGREEQ TO AND ACCEPTED BY: City of Federal Way-Office of the City Attorney UB RIBER BY: NAME: (�..'t� ` 1 G r O TITLE: � Y DATE: 0 � LexisNexis, a division of Reed Etsevier Inc. BY: NAME: T{TLE: DATE: ACT:1 ...1SLG-AppropriationsAmd-Aug2006 �O 2006, LexisNexis, a Qivision of Reed Elsevier Inc. AU r' hts reserved. Pa e 1 of 1