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HomeMy WebLinkAbout04/02/2025 Agreement Monroe County Purchasing Policy and Procedures ATTACHMENT D.6 COUNTY ADMINISTRATOR CONTRACT RENEWAL FORM FOR CONTRACTS $100,000.00 and Under Contract with: Thomson Reuters Contract 4 Q-09502597 Renewal Date: 5/1/202 Expiration Date: 4/30/2028 Contract Renewal Notes: CLEAR Govemment Investigations 3 year subscription 5/1/2 -4130/28:. FAILURE TO MEET ONE OR MORE OF THE CONDITIONS SET FORTH BELOW WILL REQUIRE APPROVAL BY THE BOCC ❑The BOCC approved agreement provided for a renewal subject to the terms and conditions set forth in in the initial contract. 0 The Contractor has performed in a satisfactory manner and the contract manager has verified satisfactory performance 8 The Contractor has requested and agrees to renewal (renewal agreement should first be signed by Contractor) ❑ The renewal period is set forth in the BOCC approved agreement 8 The total cumulative value, including any Consumer Price Index (CPI) increase, of the renewal is $100,000.00 and under The following Contract Manager has verified that the above conditions have been met. Contract Manager: Abra Campo 3471 County Attbrneyit6p#7 (Name) (Ext.) (Department/Stop 4) Revised BOCC 4/19/23 2022-2025 Agreement $6,087.24 2025-2028 Agreement $7,047.84 Total $13,135.08 Page 85 of 105 Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS,$1,00,000.00 and Under Thomson. Reuter Q-U 502597 Effective Date: 5/1/2025, Expiration Date: 4/ /2'028 Contract Purpose/Description: CLEAR Government investigations 3-year subscription. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Abra Campo - 3471 County Attorney/Stipp#7 CONTRACT COSTS Total Dollar Value of Contract: $ 047.84 Current Year Portion: $ 931.50 (must be$100,000.00 or less) (If multiyear agreement then requires BOCC approval,unless the gostfl cunmk e wmwuw c E'd00,000 00 or Budgeted? Yes❑■ No ❑ Grant: $ N/A County Match: $ Fund/Cost Center/Spend Cate o : 001-67501-630520-00,084 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g. maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES ❑NO ❑ CONTRACT REVIEW Reviewer Date In Department Head Signature: Robert B. Shillinger, Jr. Dataig al202 ly 5.4.02 5452Rhert B 4'DDngerJr. Date:2025.04.02'15:4ti'.27-04'00' County Attorney Signature: Robert B. Shillinger, Jr. Digitally20250402ned y5465 B 4'00Shillinger,Jr. Robert l J Date:202s.04.02�s:46:57-04'00' Risk Management Signature: Gaelan P Jones Digitallyed GaelanP 4'00' Date:zozs os z7 iaizss-oa oo br- Purchasing Signature: Lisa Abreu Digitally Lisa A6-0 Date:zozs oa is is oazs-oa oo Digitally signed y John Quinn OMB Signature: John Q U I n n Date:2025.04.16 Comments: Revised BOCC 4/19/2023 Page 84 of 105 ar Thomson Reuters- Order Form Order ID:Q-09502597 Contact your representative too_wi�hunnm,a(dd�u��tmn,nmu�mnn a,u;ai,)a a_a;tnnmwithanyquestions. Thank you. Subscriber Information Sold To Account Address Shipping Address Billing Address Account#: 1003940692 Account#: 1003940692 Account#: 1003940692 MONROE COUNTY ATTORNEY MONROE COUNTY ATTORNEY MONROE COUNTY ATTORNEY 1111 12TH ST STE 408 1111 12TH ST STE 408 1111 12TH ST STE 408 KEY WEST FL 33040-3005 US KEY WEST FL 33040-3005 US KEY WEST,FL 33040-3005 US "Customer" 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: https://www.tr.com/trorderinginfo 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". Renewal Order Governing Agreement. Access to any new or renewal products set forth in this Order Form is governed by the same terms and conditions as your previous order form that contained the product(s)you are renewing Renewal Products Monthly Monthly Charges in Charges for Renewal Material Agreement Renewal Term # Renewed Product # Deal ID# effect prior to Initial Effective (Months) Renewal Renewal Date Effective Date Year 41859364 CLEAR Government $174.11 $186.30 5/l/2025 36 Investigations Advanced Renewal Terms Renewal Term Monthly Charges will be based on the Monthly Charges in effect at the end of the month before the Renewal Term starts. Renewal Term Monthly Charges begin at the end of your Minimum Term or current Renewal Term. The Renewal Term will continue for the number of complete calendar months identified in the Renewal Term column above. 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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. Page 1 of 4 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. 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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 I.I.J. q://sgad.�c leax14k4�1o�di�uu4 dlu4�u us�rtumco�gems.�4�rtru/sdad.�c/a�meeurucrtuq/sc u�alo�le-ax-clam,calf and Excluded Charges 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 10 of the General Terms and Conditions. CLEAR Fixed Rate Usage:If the transactional value of your CLEAR fixed rate usage exceeds your then-current Monthly Charges by more than 10 times in any month(or by 20 times in any month for Enterprise Law Enforcement subscribers),we may limit access to live gateways and request that the parties enter into good faith renegotiation or terminate upon 10 days written notice. Transactional value of your CLEAR usage is calculated based upon our then-current Schedule A rate. Schedule A rates may change upon at least 30 days written or online notice. Batch Usage :If you have a fixed rate batch and/or batch alerts subscription and the total of your batch inputs or batch alerts exceeds your annual fixed rate batch or total batch alerts allotment,we may: 1)request the parties enter into good faith negotiations regarding a superseding agreement,2) terminate your subscription upon 10 days written notice or 3) limit your access to your fixed rate batch subscription for the remainder of the then- current 12 month period,during which time you will continue to be billed your Monthly Charges.If your access to your fixed rate batch subscription has been limited,your access will be reinstated on the first day of the following 12 month period. If the trial includes Batch Services,you may submit up to 1,000 input lines at no cost.We reserve the right to invoice you for input lines in excess of 1,000.You will pay our then current Schedule A rate. Schedule A rates are located at lugfi ://legalsohihons,conm/schedule a elear. Existing Vigilant Subscribers: We may terminate your License Plate Recognition (LPR) subscription if you are an existing Vigilant LEARN subscriber whose LPR pricing is based upon your existing Vigilant LEARN agreement,and you cancel your Vigilant LEARN agreement. Enterprise Law Enforcement Subscribers: You certify that you have up to the number of Sworn Officers in your employ at this location identified in the QTY Column above. Our pricing for banded products is made in reliance upon your certification. If we learn that the actual number is greater, we reserve the right to increase your charges as applicable. CLEAR Subscribers via an Alliance Partner. In limited circumstances we may allow you to access CLEAR through a third party's ("Service Provider") software or service (together with CLEAR, the"Integrated System"). In the event that you enter into a license agreement to access an Integrated System,you agree as follows: We have no obligation to Service Provider with regard to the functionality or non-functionality of CLEAR during or after the integration. Service Provider will have access to CLEAR on your behalf and you will ensure Service Provider's compliance with the terms and conditions of the Thomson Reuters General Terms and Conditions located in the General Terms and Conditions paragraph above. Except as otherwise provided in Page 2 of 4 your agreement with us,Data may not(i)be distributed or transferred in whole or in part via the Integrated System or otherwise to any third party, (ii) be stored in bulk or in a searchable database,and (iii) not be used in any way to replace or to substitute for CLEAR or as a component of any material offered for sale,license or distribution to third parties.No party will use any means to discern the source code of our products and product data. 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Amended Terms and Conditions Government Non-Availability of Funds for Online,Practice Solutions or Software Products 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. Signature for Order ID: Q-09502597 ACKNOWLEDGEMENT 0-09502597 1 have read all pages and attachments to this Order Form and I accept the terms on behalf of Subscriber.I warrant that I am authorized to sign this Order Form on behalf of the Subscriber. Digitally signed by Robert B. Robert B. Shillinger,Jr. Shillinger,Jr. Date:2025.04.02 15:44:32-04'00' County Attorney Signature of Authorized Representative for order Title Robert Shillinger, Jr., County Attorney 4/2/25 Printed Name Date This Order Form will expire and will not be accepted after 6/25/2025 CT. Page 3 of 4 Thomson Reuters­ Attachment Order ID:Q-09502597 Contact your representative tia.williams(a)thomsonreuters.com with any questions. Thank you. Order ID: Q-09502597 Payment,Shipping and Contact Information Payment Method: Order Confirmation Contact(#28) Payment Method:Bill to Account Contact Name:Campo,Abra Account Number: 1003940692 Email:campo-abra(a monroecounty-fl.gov This order is made pursuant to:FL MSA-55000000-23-NY-ACS West (FLCM) Account Contacts Contact Name Email Address Customer Type Description Charges During Renewal Term Year 1 % Year 2 % Year 3 %incr Year 4 % Year 5 Material# Product Name Monthly r 1-2inc* Monthly r 2-3inc* Monthly r 3 V Monthly r 4-5inc* Monthly Yr 1-2 Yr 2-3 Yr 3 4 Yr 4-5 Charges Charges Charges Charges Charges CLEAR Government 41859364 Investigations $186.30 5.00% $195.62 5.00% $205.40 N/A N/A N/A N/A Advanced Charges During Renewal Term Pricing is displayed only for the years included in the Renewal Term. Years without pricing in above grid are not included in the Renewal Term.Refer to your Order Form for the Post Renewal Term pricing Page 4 of 4 Thorn son 1f.eiiiie rs Geri mnlll 1'e erns and fond iii6ons w. hromso"N Reuters- Version 5.0(1 T )i Last Modified:November 15,2023 These General Terms and Conditions ("Terms") govern your access and use of Thomson Reuters Services, as such term is defined below. "We","our"and"Thomson Reuters"means the Thomson Reuters entity or entities providing Services(and thus the entity or entities with all rights and obligations with respect to those Services)under the applicable Ordering Document."You"and"your"means the client,customer or subscriber agreeing to or accepting these terms. L. Illlt�fl�"1""i1"1"11'115 a. "Affiliate"means in the case of us, Thomson Reuters Corporation and any entity that, from time to time, is directly or indirectly controlled by Thomson Reuters Corporation. 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Changes. We may increase, or adjust the basis for calculating,the charges for our Services with effect from the start of each renewal term by giving you at least 60 days written notice;any other price changes or adjustments will be as set out in your Ordering Document. c. Excess Use. You must pay additional charges if you exceed the scope of use specified in the applicable Ordering Document,based on the rates specified on the applicable Ordering Document or our current standard pricing,whichever is greater.We may change the charges if you merge with,acquire or are acquired by anothcr entity which results in additional access to our Services or data. 5. AP ISM t t'y'. The parties agree that the terms of the Data Processing Addendum("DPA")available at: littp://tr.com/data-processing-addendum shall apply to the extent Thomson Reuters Processes Customer Personal Data(as those terms are defined in the DPA), in which case the DPA is herebv incorporated into the Agreement by this reference. For clarity, where each of us Process anv Personal Data as separate and independent Controllers(as those terms are defined in the DPA),each party will comply with, and be independently liable under,all applicable laws that apply to it. 6. 1.I 1l„i 1 1 II 1 �'14"I I A III I '''S Each party agrees to(i)protect any Confidential Information received from the other parry using the same standard of care it uses to protect its own Confidential Information(which shall be no less than a reasonable degree of care) and(ii)not disclose any part of it to any third party except to its Affiliates,contractors,financial advisors,accountants and attorneys who arc subject to legal privilege or confidentiality duties or obligations to the recipient that are no less restrictive than the terms and conditions of the Agreement. If a court or government agency orders either of us to disclose the Confidential Information of the other,the other will be promptly notified so that an appropriate protective order or other remedy can be obtained unless the court or government agency prohibits prior notification.These obligations of confidentiality do not apply to information which:(a)is or becomes generally available to the public(through no act or omission of the receiving party);(b)becomes known to the receiving party on a non-confidential basis through a third party who is not subject to an obligation of confidentiality with respect to that information;(c)was lawfully in the possession of the receiving party prior to such disclosure as established by documentary evidence; or(d)is independently developed by the receiving party,as established by documentary evidence,without reference to or use of,in whole or in part,any of the disclosing party's Confidential Information.This section shall survive three(3)years after the termination of the Agreement or until the Confidential Information is no longer deemed confidential under applicable law,whichever occurs first.In the event of any breach of the confidentiality provisions of this Section 6,the non-breaching party may be irreparably and immediately harmed and might not be made whole by monetary damages. The non-breaching party may be entitled to seek equitable relief byway of injunction, specific performance or similar remedy in addition to any other remedies that may be available to it from a court of competent jurisdiction to prevent or restrain breaches of this Section. I'. YAFIIA 11111dTIFS�ttuIIIIIWISSI,,,%MIERS a. LIMITED WARRANTY. EXCEPT WITH RESPECT TO INSTALLED SOFTWARE OR PROFESSIONAL SERVICES, WE WARRANT THAT PROPERLY LICENSED SERVICES WILL MATERIALLY CONFORM TO ANY DOCUMENTATION THAT ACCOMPANIES THE SERVICES. THIS LIMITED WARRANTY APPLIES FOR THE DURATION OF THE TERM. YOUR ONLY REMEDY IN THE EVENT WE BREACH THIS LIMITED WARRANTY SHALL BE THE REPAIR OR REPLACEMENT OF THE SERVICES AT NO CHARGE. THIS LIMITED WARRANTY DOES NOT COVER PROBLEMS CAUSED BY YOUR FAILURE TO ADHERE TO INSTRUCTIONS,MODIFICATIONS OR CUSTOMIZATIONS TO OUR PRODUCTS OR SERVICES MADE BY YOU OR CAUSED BY EVENTS BEYOND OUR REASONABLE CONTROL. b. INSTALLED SOFTWARE. WE WARRANT THAT OUR INSTALLED SOFTWARE WILL MATERIALLY CONFORM TO OUR DOCUMENTATION FOR 90 DAYS AFTER DELIVERY.IF DURING THIS WARRANTY PERIOD WE ARE UNABLE TO CORRECT,WITHIN A REASONABLE TIME PERIOD AND MANNER,AN INSTALLED SOFTWARE ERROR YOU REPORT TO US, YOU MAY TERMINATE THE APPLICABLE ORDERING D O C U M E N T FOR THE AFFECTED INSTALLED SOFTWARE BY PROMPT WRITTEN NOTICE TO US FOLLOWING THE REASONABLE TIME PERIOD AND THE LICENSES WILL IMMEDIATELY TERMINATE.YOUR ONLY REMEDY AND OUR ENTIRE LIABILITY FOR BREACH OF THIS WARRANTY WILL BE A REFUND OF THE APPLICABLE CHARGES. c. PROFESSIONAL SERVICES. WE WARRANT THAT WE WILL PROVIDE ANY PROFESSIONAL SERVICES USING REASONABLE SKILL AND CARE. d. DISCLAIMER OF WARRANTIES. THE FOREGOING WARRANTIES DO NOT APPLY, AND WE STRICTLY DISCLAIM ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY DATA OR THIRD- PARTY SOFTWARE, OR FOR ANY MODIFICATIONS OR CUSTOMIZATIONS YOU MAKE TO OUR PRODUCTS OR SERVICES.EXCEPT FOR THE LIMITED WARRANTIES PROVIDED IN SECTIONS 7(A), (B), and (C)HEREIN, OUR SERVICES ARE PROVIDED "AS IS", AND ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW INCLUDING,WITHOUT LIMITATION,WARRANTIES OR OTHER TERMS AS TO SUITABILITY,MERCHANTABILITY,SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY Reformatted.Content Unchanged. APPLICABLE LAW. IN ENTERING THE AGREEMENT, NEITHER PARTY HAS RELIED UPON ANY STATEMENT, REPRESENTATION, WARRANTY OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR THOSE EXPRESSLY CONTAINED IN THE AGREEMENT. UNLESS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DO NOT WARRANT OR REPRESENT OR INCLUDE ANY OTHER TERM THAT THE SERVICES WILL BE DELIVERED FREE OF ANY INACCURACIES, INTERRUPTIONS, DELAYS,OMISSIONS OR ERRORS, OR THAT ANY OF THESE WILL BE CORRECTED,AND WE WILL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM SUCH FAULTS.WE DO NOT WARRANT THE LIFE OF ANY URL OR THIRD- PARTY WEB SERVICE. e. NO ADVICE.WE ARE NOT PROVIDING FINANCIAL,TAX AND ACCOUNTING,LEGAL,COMPLIANCE OR ANY OTHER PROFESSIONAL ADVICE BY ALLOWING YOU TO ACCESS AND USE OUR SERVICES, DOCUMENTATION OR DATA. SOME INFORMATION MAY CONTAIN THE OPINIONS OF THIRD PARTIES, AND THOMSON REUTERS IS NOT RESPONSIBLE FOR THESE OPINIONS.YOUR DECISIONS MADE iN RELIANCE ON THE SERVICES,DOCUMENTATION OR YOUR INTERPRETATIONS OF OUR DATA ARE YOUR OWN FOR WHiCH YOU HAVE FULL RESPONSIBILITY.WE ARE NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY DECISIONS BY YOU OR ANYONE ACCESSING THE SERVICES THROUGH YOU MADE IN RELIANCE ON THE SERVICES, INCLUDING FINANCIAL, TAX AND ACCOUNTING, LEGAL, COMPLIANCE, OR ANY OTHER PROFESSIONAL ADVICE. YOU AGREE THAT YOU USE THE SERVICES AT YOUR OWN RISK IN THESE RESPECTS. YOU ARE SOLELY RESPONSIBLE FOR THE PREPARATION, CONTENT, ACCURACY AND REVIEW OF ANY DOCUMENTS, DATA, OR OUTPUT PREPARED OR RESULTING FROM THE USE OF ANY SERVICES AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE DATA CONTAINED IN OR GENERATED BY THE SERVICES. 8. I,IA]I1111 1"IY a. LIMITATION.EACH PARTY'S OR ANY OF ITS THIRD PARTY PROVIDERS' ENTIRE LIABILITY IN ANY CALENDAR YEAR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT,INCLUDING FOR NEGLIGENCE, WILL NOT EXCEED THE AMOUNT PAYABLE IN THE PRIOR 12 MONTHS FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM FOR DAMAGES (OR,IF THE CLAIM IS MADE WITHIN THE FIRST 12 MONTHS, 12 TIMES THE AVERAGE OF THE MONTHLY CHARGES PAiD). b. EXCLUSIONS. iN NO EVENT SHALL WE OR OUR THIRD-PARTY PROVIDERS BE LIABLE FOR ANY PENALTIES, INTEREST, TAXES OR OTHER AMOUNTS IMPOSED BY ANY GOVERNMENTAL OR REGULATORY AUTHORITY. NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT,INCIDENTAL,PUNITIVE,SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF DATA,OR LOSS OF PROFITS(IN EITHER CASE,WHETHER DIRECT OR INDIRECT)EVEN IF SUCH DAMAGES OR LOSSES COULD HAVE BEEN FORESEEN OR PREVENTED. c. Unlimited Liability. Section 8(a)does not limit either parry's liability for(i)fraud, fraudulent misrepresentation, willful misconduct, or conduct that demonstrates reckless disregard for the rights of others; (ii)negligence causing death or personal injury;(iii)its infringement of the other party's intellectual property rights or violation of the use restrictions in Section 3(f);(iv)our indemnification obligations in Section 8(d); (v)your indemnification obligations in Section 8(e);or(vi)your obligation to pay the charges on the applicable Ordering Document and all amounts for use of the Services that exceed the usage permissions and restrictions granted to you.Nothing in the Agreement limits liability that cannot be limited under law. d. Third Party intellectual Property. If a third party sues you claiming that our Services, excluding any portions of the same provided by our third-party providers, infringes their intellectual property rights,and your use of such Services has been in accordance with the terms of the Agreement,we will defend you against the claim and pay damages that a court finally awards against you or that are included in a settlement approved by Thomson Reuters, provided the claim does not result from: (i) a combination of all or part of our Services with technology. products,services or data not supplied by Thomson Reuters; (ii)modification of all or part of our Services other than by Thomson Reuters or our subcontractors; (iii)use of a version of our Services after we have notified you of a requirement to use a subsequent version;or(iv)your breach of the Agreement.Our obligation in this Section 8(d)is conditioned on you(1)promptly notifying Thomson Reuters in writing of the claim; (2) supplying information we reasonably request; and(3)allowing Thomson Reuters to control the defense and settlement. We may remedy any alleged or anticipated infringement of a third-party intellectual property right by(a)procuring the right for_you to continuing using the Service in accordance with this Agreement;(b)replacing the affected Property witb replacements that do not alter the fundamental nature of the relevant Service;or(c)taking any of the actions in 9(b). e. Your Obligations. You are responsible for any loss,damage or cost we and our Affiliates incur arising out of or in connection with a third- party claim,or a regulatory fine or penalty,connected to:(i)an allegation that our or our Affiliates'use of the information,data,software,or other materials provided to us by you or on your behalf,which we are required to host,use or modify in the provision of our Services infringes the intellectual property rights of a third party(except to the extent of any indemnity we provide you under Section 8(d)(Third Party Tntellectual Property); (ii)your or your subcontractors' use of our Property in breach of the Agreement or in violation of applicable law;(iii) our or our Affiliates' compliance with any instruction given by you to us in the course of the provision of our Services;or(iv)an assertion by any person accessing or receiving the benefit of any part of our Services through you. f. Customer Assistance. We will not be responsible if our Service fails to perform because of your third-party software, your hardware malfunction.or your actions or inaction.Tf we learn that our Service failed because of one of these,we also reserve the right to charge you for our work in investigating the failure.At your request we will assist you in resolving the failure at a fee to be agreed upon by us. 9. 11 1 N1, 1 1-,IIf1,%1111 I e 1101''14 a. Term. The term and anv renewal terms for the Services are described in the applicable Ordering Document. Tf not otherwise stated in the applicable Ordering Document, the Agreement will automatically renew annually unless either of us gives the other at least 30 days written notice before the end of the then current term. Reformatted.Content Unchanged. b. Suspension and Termination.We may on notice terminate,suspend or limit your use of any portion or all of our Services,or modify the terms on which it is provided,if(i)requested to do so by a third-party provider,court or regulator;(ii)you become or are reasonably likely to become insolvent;(iii)there has been or it is reasonably likely that there will be: (1)a breach of security,a breach of your obligations under the Agreement or another agreement between us,(2)a breach of our agreement with a third-parry provider;(3)a violation of third parry rights or (4) applicable law. Our notice will specify the cause of the termination, suspension or limitation and, if the cause of the termination, suspension or limitation is reasonably capable of being remedied,we will inform you of the actions you must take to reinstate the Service.If you do not take the actions or the cause cannot be remedied within 30 days,we may suspend,limit or terminate the Agreement in whole or in part.Charges remain payable in frill during periods of suspension or limitation arising from your action or inaction. We may,upon reasonable notice,terminate all or part of the Agreement in relation to a Service which is being discontinued. c. Material Breach. Either of us may terminate the Agreement immediately upon written notice if the other commits a material breach and fails to cure the material breach within 30 days of written notice.Any misrepresentation by you or failure to fully pay any amount when due under the Agreement is a material breach for this purpose. Where (i) we tcrminate a Service, other than for a tcrmination for your breach pursuantto this Section 9(c)or atcrmination for your insolvency pursuantto Section 9(b),or(ii)you terminate a Service for our breach pursuant to this Section 9(c),you will be entitled to a pro rata refund of any recurring charges paid in advance for the terminated Service that has not been rendered. d. Effect of Termination.Except to the extent we have agreed otherwise,upon expiration or termination of the.Agreement, all licenses and rights granted herein shall end immediately and you must uninstall or destroy all of our Property.Additionally,upon expiration or termination, at your request, we will, at our discretion, either return or destroy your Confidential Information, except as may be required for archival or compliance purposes.Termination of the Agreement will not(i)relieve you of your obligation to pay Thomson Reuters or its agent any amounts you owe up to and including the date of termination; (ii) affect other accrued rights and obligations; or (iii) terminate those parts of the Agreement that by their nature should continue of those that expressly state shall survive termination. e. Amendments.We may modify these Terms at any time by providing notice to you by posting the updated Terms at http://tr.eom/us-gencral- terms-and-conditions providing notice to you through your TR account(i.e.,My Account), sending you a renewal notice communication, or using other similar means.Modified terms become effective 30 days after such notice. By using the Services after the effective date,you agree to be bound by the most recent version of the Terms.You are responsible for reviewing and becoming familiar with any such modifications. f. Force Majeure. We are not liable for any damages or failure to perform our obligations under the Agreement because of circumstances beyond our reasonable control.If those circumstances cause material deficiencies in the Services and continue for more than 30 days,either of us may terminate anv affected Service on written notice to the other. 101 1 11I11111° R Y 111GHTS Our third-party providers benefit from our rights and remedies under the Agreement.Except for our third-party providers,no other third parties have any rights or remedies under the Agreement. 11 G 1 i'„„d P A 11., a. Assignment.Unless otherwise provided in this Section,ncitber party may assign or transfer(by operation of law or otherwise)any right or obligation under the Agreement to anyone else without the other parry's prior written consent, which may not be unreasonably withheld or delayed.We may delegate or transfer any obligation set forth in the Agreement,assign the Agreement,or assign any rights or remedies granted in the Agreement in whole or in part(i)to an Affiliate;(ii)in connection with our or our Affiliate's sale of a division,product or service;or(iii) in connection with a reorganization,merger,acquisition,divestiture or similar business transaction.We may subcontract any of the Services in our sole discretion.Any assignment,delegation or other transfer in contravention of this Section I I(a)is void. b. Feedback. You may voluntarily provide any comments, suggestions, ideas or recommendations (collectively, "Feedback")to Thomson Reuters,and if so,you grant Thomson Reuters a perpetual,irrevocable,transferable,non-exclusive right,without charge, to use any Feedback you provide related to any of our Property in any manner and for any purpose. c. Agreement Compliance.We or our professional representatives may review your compliance with the Agreement throughout the term of the Agreement. If the review reveals that you have exceeded the authorized use permitted by the Agreement, you will pay all unpaid or underpaid charges. d. Governing Law.Unless otherwise stated in the applicable Ordering Document, the Agreement will be governed by the laws of the State of New York and each of us hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts of the State of New York located in New York County to settle all disputes or claims arising out of or in connection with the Agreement. e. Precedence.If there is any conflict among any elements of the Agreement, the descending order of precedence is:third party license terms contained in Section 3(e)of these Terms;the applicable Ordering Document;and the remaining provisions of the Agreement. f. Trials.All trials or testing of our Services are subject to these Terms unless we notify you otherwise.Access to our Services for trials may only be used for vour evaluation purposes.Unless we agree otherwise in writing,any data you enter into the Services,and any customizations made to the Services by or for you,during any free trial may be permanently destroyed at the end of the trial. g. Support Provided. To assist in resolving technical problems with the Services, Thomson Reuters, or its agents on behalf of Thomson Reuters,may provide telephone and/or online access to its helpdesk or may provide self-help tools.Additional information related to the support provided by Thomson Reuters may be described on htt ://tho sonreuters.corn/su poi-t-and-training or as otherwise provided by Thomson Reuters. You may request us to assist with any of the following: (a) issues caused by you or third party information or materials; (b) any Services,or any versions of Services, that we has advised you are unsupported;(c) issues caused by your failure to follow our instructions or specifications, (d) Services not located in or conforming to the operating environment specified in the Agreement; (e) issues caused by accidents, modifications, support,relocation or misuse of the Service not attributable to us;or(f)your networking or operating environment. Additional Charges in respect of such assistance may apply. h. No Waiver. If either party delays or fails to exercise any right or remedy under the Agreement,it will not have waived that right or remedy. Reformatted.Content Unchanged. i. 5everability.If any part of the Agreement that is not fundamental is illegal or unenforceable, it will he deemed modified to the minimum extent necessary to make it legal and enforceable.If such modification is not possible,the part will be deemed deleted.Any such modification or deletion will not affect the validity and enforceability of the remainder of the Agreement. j. Consent to Electronic Communications. You hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges,transactional information,and other information concerning or related to the Services. k. Notices. All notices under the Agreement must be in writing and sent by email(except for notices of breach of the Agreement which may not be sent by email)or mail,courier,fax or delivered in person at the address set out on the relevant Ordering Document between the parties (or such other more recent address notified to the other). However, we may give technical or operational notices or notices of third-party provider terms via publication on the URL in Section 3(e)or within the Services themselves. 1. Entire Agreement and Non-Reliance. The Agreement contains the entire understanding between us regarding its subject matter and supersedes all prior agreements,understandings,negotiations,proposals and other representations,verbal or written, in each case relating to such subject matter, including without limitation any terms and conditions appearing on a purchase order or other form(s)used by you.Each of us acknowledges that in entering into the Agreement neither of us have relied on any representations made by the other that are not expressed in the Agreement. Reformatted.Content Unchanged. ADDENDUM (State and Local Clauses Only) The following clauses are added into the attached Agreement as if fully set forth therein, 1. Florida Public Records law (F.S. 119.0701). RECORDS- ACCESS AND AUDITS- Pursuant to F.S. 119.0701, Contractor and its L=-:- subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: a. Keep and maintain public records required by Monroe County in order to perform the service. b. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d. Upon completion of the contract, transfer, at no cost, to Monroe County all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to Monroe County, upon request from the public agency's custodian of records, in a format that is compatible with the information technology systems of Monroe County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, GA LAN JONES, AT (305)292-3470, pyh!!Rrecords rnonro222ypjy: v, c/o Monroe County Attorneys s Office, 1111 12' St., Suite 408, Key West FL 33040. 2. F.S. 287.0582, F.S. and Monroe County Purchasing Policy (required for all contracts for purchases of services or goods > I year): Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the BOCC. 3. Insurance Requirements (Monroe County Risk Manual): The vendor is required to provide the following insurance coverage: �2"2011?1- Insurance Waived o,E --. 1.X Prior to or at time of execution of the agreement, the vendor shall provide a certificate of insurance evidencing current coverage in this amount. Therefore, the vendor shall provide updated certificates whenever the coverage is renewed. 4. Public Entity Crime Statement (required for all procurement documents and contracts by F.S. 287.133 and Monroe County Purchasing Policy): A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. As used herein, the term "convicted vendor list" means a list maintained by the Florida Department of Management Services, as defined in F.S. 287.133. By entering in this Agreement, the vendor acknowledges that it has read the above and states that neither the vendor nor any Affiliate has been placed on the convicted vendor list within the last 36 months. 5. Ethics Clause (required for all contracts by Monroe County Ordinance No. 10-1990): By entering in this Agreement, the vendor warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. 6. E-verify requirement (required by F.S. 448.095): Beginning January 1, 2021, every public employer, contractor, and subcontractor shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees. By entering into this Agreement, the vendor certifies that it registers with and uses the E-Verify system. If the contractor enters into a contract with a subcontractor, the subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The contractor shall maintain a copy of such affidavit for the duration of the contract. 7. Scrutinized companies (F.S. 287.135): a. (Applies to contracts > $1 million): This contract is terminable at the option of the awarding body if the vendor is found to have submitted a false certification as defined below, has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List as those terms are defined in F.S. 287.135, or been engaged in business operations in Cuba or Syria. i. False certification- At the time a company submits a bid or proposal for a contract or before the company enters into or renews a contract with an agency or local governmental entity for goods or services of $1 million or more, the company must certify that the company is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and that it does not have business operations in Cuba or Syria. At the time a company submits a bid or proposal for a contract or before the company enters into or renews a contract with an agency or local governmental entity for goods or services of any amount, the company must certify that the company is not participating in a boycott of Israel. By entering into this agreement, the vendor certifies that the company complies with these requirements. b. (Applies to all contracts): This contract is terminable at the option of the awarding body if the company is found to have been placed on the Scrutinized Companies that Boycott Israel List as that term is defined in F.S. 287.135 or is engaged in a boycott of Israel. 8. Payment: Invoices will be paid in accordance with the Florida Local Government Prompt Payment Act, F.S. 218.70 et seq. Invoices must be submitted to the Clerk with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. 9. Human Trafficking (F.S. 787.06): Whenever a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury, attesting to that the nongovernmental entity does not use coercion for labor or services. A copy of the affidavit is attached. 10. Foreign Entities Affidavit (F.S. 287.138): a. Beginning 1/1/2024, a governmental entity may not accept a bid or proposal from, or enter into a contract with, an entity which would grant the entity access to individual personal identifying information ("Pil") unless the entity provides an affidavit signed by an officer or representative under penalty of perjury attesting that the entity does not meet any of the criteria in F.S. 287.138(2)(a)-(c): • Entity owned by a country of concern (China, Russia, Iran, North Korea, Venezuela, Syria) • Controlling interest by government of foreign country of concern; • Entity organized under the laws of or has principal place of business in foreign country of concern. b. Beginning 7/1/2025, a governmental entity cannot renew a contract with an entity which would grant the access to P11 unless the entity provides the affidavit. c. Beginning 7/1/2025, a governmental entity cannot extend or renew a contract with an entity meeting the above criteria if the contract would give access to P11 to that entity. The affidavit is attached. 11. Antitrust (F.S. 287,137): A person or an affiliate who has been placed on the antitrust violator vendor list following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply for a new contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on new leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a new contract with a public entity; and may not transact new business with a public entity. AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES Entity/Vendor Name: Wg5t Publishing Comoration Vendor FEIN: 41-1426973 Vendor's Authorized Representative: John S. Nelson, Director Procurement and Proposal Management (Name and Title) Address: 2900 Ames Crossing Road,Ste 100 City: Eagan — State: MN Zip: 55121 Phone Number: 800.328.4880 Email Address: westlaw.bids@thonisonreutet's.com As a nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is required to provide an affidavit under penalty of perjury attesting that Vendor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 787.06(2)(a), coercion means: 1. Using or threating to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threating to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit-, or 7. Providing a controlled substance as outlined in Schedule I or Schedule 11 of Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Certified By: John S. Nelson who is authorized to sign on-behalf-of-t-he above referenced company. Authorized Signature:S--_--_, Print Name: John S. Nelson Title: Director Procurement and Proposal Management FOREIGN ENTITIES AFFIDAVIT F.S. 287.138 John S. Nelson of the City Of Lakeville,MN according to law on my oath, and under penalty of perjury, depose and say that: a. I am Director,Procurement and Proposal Management of the firm of West Publishing Corporation ("Entity"), the bidder making the Proposal for the project described in the Request for Proposals for CLEAR Government Investigations Advanced and that I executed the said proposal with full authority to do so; b. In accordance with section 287.138, Florida Statutes, the Entity is not owned by the government of a Foreign Country of Concern, as that term is defined in F.S. 287.138, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. c. The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. (Signature) Date: 3/13/2025 STATE OF: Minnesota COUNTY OF: Dakota Subscribed and sworn to (or affirmed) before me, by means of R1 physical presence or 0 online notarization, on 3/1 /2025 b, (name v John S. Nelson of affiant). He/She notarization, y known to me)or has produced type o i ti ication) as identification. .................NOTAR PUBLIC My Commission Expires: 1/31/2027 7-7--oft-- �—ALEXANDER ALLLN KOCINA Notary Public State of Minnesota My Commission Expires r y 31,2027 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s): CLEAR Government Investigations Advanced Respondent Vendor Name: West Publishing Corporation Vendor FEIN: 41-1426973 Vendor's Authorized Representative Name and Title:John S.Nelson,Director Procurement and Proposal Management Address:—2900 Ames Crossing Road,Ste 100 City: Eagan State: MN Zip: 55121 Phone Number: 800.328.4880 Email Address: westlaw.bids@thornsonreuter's.com Section 287.135,Florida Statutes prohibits a company from bidding on,submitting a proposal for,or entering into or renewing a contract for goods or services of any amount it', at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from, bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more,that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors Lists which were created pursuant to s.215.473,Florida Statutes,or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Respondent,I hereby certify that the company identified above in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Terrorism Sectors List,or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287,135, Florida Statutes, the submission of a false certification may Subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated,at the option of the County,ifthe company is found to have submitted a false certification or has been placed oil the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Terrorism Sectors List or been engaged in business operations in Cuba or Syria. Vendor has reviewed Section 287.135, Florida Statutes, and in accordance with such provision of lorida law, is eligible to bid on, Submit a proposal for, or enter into or renew a contract with Monroe County for goods or services. Certified By: John S. Nelson who is authorized to sign on behalf of the above referenced comp Authorized Signature: Print Name: John S. Nelson Title: Director Procurement and Proposal Management Note: The List are available at the following Department of Management Services Site: llttLI.I/vENv.diiis.iiIloi-i(ia.c ol n /I)LISil)es�_941�iLttiOlis/state I? sinOve qIL(Jig, ndor ini"orniation/convicted SUW� .......... ——---------- .......... nded disci* ' ALS—m!Lr„ lists,