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Resolution No. 2010-131RESOLUTION NO. 2010-131 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING.THE EXECUTION OF A SUBSCRIBER AGREEMENT AND ADDENDUM TO THE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND WEST PUBLISHING CORPORATION DBA WEST GOVERNMENT SERVICES FOR THE USE OF "CLEAR INVESTIGATOR" SOFTWARE WHEREAS, the City of Vernon and West Publishing Corporation dba West Government Services ("West") desire to enter into a one year Subscriber Agreement (.the "Agreement") and an Addendum to the Agreement. (the "Addendum") setting forth the terms and conditions under which West will provide the Vernon Police Department (the "Department") access to the West Clear Investigator with WEB Analytics software (the "Software"); and WHEREAS, access to the Software is available to City staff who perform county, state and federal public records searches; and WHEREAS, the Software will allow the Department's Detectives, Investigators and Patrol Officers to access current and historical records verifying the identity of individuals and businesses; and WHEREAS, by memorandum dated September 6, 2010, the Director of Business Services/Personnel has recommended that the City Council approve and authorize the execution of the Agreement and the Addendum for use of the Software by the Department. NOW, THEREFORE,. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of"the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Subscriber Agreement ("Agreement"), with West, a copy t of which is attached hereto as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby approves the Addendum to the Agreement with West ("Addendum"), a copy of which is attached hereto as Exhibit B. SECTION 4: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Subscriber Agreement and Addendum for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 5: The City Council of the City of Vernon hereby authorizes• the City Administrator, or his designee, .to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this resolution and the transactions herein approved or authorized. SECTION 6: The City Council of the City of Vernon hereby directs the City Clerk, or the City Clerk's designee, to send one fully executed Subscriber Agreement and Addendum to: 'Tom Palmer West Publishing Corporation d/b/a West Government Services 610 Opperman Drive P.O. Box 64833 St. Paul, MN 33164-1803 2 SECTION 7: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 2Oth day of September, 2010 Name: Hil_a✓rlio Gonzales Title: Mayor /,, M, o ram- _3_ STATE OF CALIFORNIA ) ) ss COUNTY OF LO,S ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 20107131, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Monday, September 20, 2010, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this Y( day of.September, 2010, at Vernon, California. W llar a agu , City Clerk (SEAL) - 4 - EXHIBIT A NEST ORDER FORM - CLEAR 610 Opperman Drive, P.O. Box 64833 St. Paul, MN 55164-1803 Tel- 651 /687-8000 WEST. A Thomson Reuters business Check West account status below as anoGcable- Rep Name & Number Palmer 0112856/ Hamagiwa New (NACi Form attached) Existing with no changes Existing with changes X (Permanent name change must attach a Customer Name Change Form) Acet# 1003938575 Name/Subscriber Vemon PD Order Confirmation Contact Name E-mail PO.# DEBBY NICKENS dnickens@ci.vernon.ca.us Date Bill To Acet # 1003938575 CLEAR Contact Name (for delivery of Registration Keys. IndiAduaI users will also receive their Registration Keys if their e-mail addresses are provided) ANTHONY ZACK, DETECTIVE LIEUTE E-Mail azack@covpd.org Telephone (323) 587-5171 CLEAR Primary Account Contact Name (general business contact) ANTHONY ZACK E-Mail azack@eoypd.org Telephone .(323) 587-5171 Permanent Address Change One -Time Ship To Additional Ship To Name Attn: Address City _ Additional Bill To Suite/Floor State County _ Zip CLEAR Frill Cvn -A4 of Users Monthly' - - t7 C C Total Monthly 41011157 CLEAR Investigator w/ Web Analytirs 5 nauueu timer EAR Ch a es CLEA �n Notes: f, n 00 Total Monthly CLEAR Charges S CLEAR Charges are billed on the date West processes Subscriber's order and continue for a minimum of 12 months ("Minimum Tenn"). Upon conclusion of the Minimum Term, CLEAR Charges are billed thereafter at up to then -current rates. If Subscriber elects a longer Minimum Term the Monthly CLEAR Charges will be billed as set forth herein. Upon conclusion of the CLEAR Minimum Term, Monthly CLEAR Charges are billed thereafter at up to then -current rates. Excluded Charges and Monthly CLEAR Charges (after the Minimum Tenn) may be modified•as set forth in the Subscriber Agreement (as defined herein). Subscriber is responsible for all Excluded Charges as incurred. Subscriber's Initials for 24 Month CLEAR Minimum Term Subscriber agrees to commit to a Minimum Term of 24 months and the Monthly. CLEAR Charges for the second 12 months not to increase by more than % over the Monthly CLEAR Charges for the initial 12 months. Subscriber's Initials for 36 Month CLEAR Minimum Term Subscriber agrees to commit to a Minimum Term of 36 months and the Monthly CLEAR Charges for the second 12 months not to increase by more than % over the Monthly CLEAR Charges for the initial 12 months and Monthly CLEAR Charges for the third 12 months not to increase by more than % over the Monthly CLEAR Charges for the second 32 months. Subscriber's Initials FIVE CLEAR users are employed by Subscriber at the location identified above. if West learns that the .number of Subscriber's a iliated CLEAR users exceeds this number, West reserves the right to increase Subscriber Monthly CLEAR Charges as applicable. Internal Use Only CLEAR 4A21 IT I I BND G= 1 3 X MON 3/17/10 - SAMInet - 748.dot N Usage Logging Type j Required for, and upplicuble to, 0114y accountr with arresl p!ZiPeAv. Itsnge Logging Authorized law enforcement agencies may request that user input values entered in a semch or report request be "blind logged-, all other customers will be restricted to "standard logging". If you have questions regarding this option, you may contact your account representative Authorized hiw enforcement agencies choosing Blind Logging should initial the Blind Logging option below, all other entities should initial the Standard Logging selection. X Standard Logging w Blind Logging West reserves the right to change the Logging type based upon credentialing and account validation. IP Address or IP Range is required for all CLEAR Orders: Orders will not be processed without valid.LP Address(es) IP Addresses assigned to jurisdictions outside the United Slates or West designated U.S.Territories are prohibiter. Permissible IPAddress(es) will be those provided below as well as an prewousllr provided IPAddress(es) for this Subscriber. Internet Service Provider CITY OF VERNON (208.68.8.10) ; AT & T (64.169.99.226) IP Address 208.68.. 8.10; 64.169.99.226 Additional page(s) maybe attached if needed n Ii' Address Range Additional page(s) may be attached ifneeaed m' C If you do not know your company's external 1P address(s), try the following: , I. Contact your network administration, firewali or security team 2. Contact. your Internet Service Provider, ISP (i.e. Cable, DSL, Satellite, etc.) 3. Go to the following URL in your browser: itttp:;<ioots.wltois.net/votlrivl. or htttr/tw�aw.i� hatismvin coot to identify your external I.P address (NOTE: If you have multiple 11' addresses this tool will only detect one IP address) Technical Contact for CLEAR Products (if applicable) Name (please print) Andrei Yermakov Telephone (323) 583-8811 ext. 248 r E-Mail ayermakov@ci.vernon.ca.us W CLEAR Users, My Account Administrator and Authorized Quickl'iew+User FDOCHERTY - - MICHdocherty@covpd.org ruone Irumner 323) 587-5171 1N X An AN Sl' TC HILL R:::#gmartinez@covpd.org hill@covpd.org (323) 587-5171 X X X MARTINEZ GABR(323) 587-5171 X IJOSE S. jreyna@covpd.org (323) 587-5171 X �REYNA CHAVEZ CELESTINO cchavez@covpd.org (323),t 587-5171 X if there arc (s) additional CLEAR users additional paEemust be submitted with the order User Type Key IN =Investigator AD = Administrator AN — Analyst SV = Supervisor TC = Technical .... , -1. — W rlameu cis ate My ACCvwut Administrator Access to My Account will allow CLEAR user management, general account information and granting access to other My Account users. Authorimd A9y Account Administrator for CLEAR Last Name 3a 7rl o First Name, A-1.1. E-Mail (Required) SAMlnei 7ga.dor Subscriber shall authorize which CLEAR users(s) shall have access to QuickView+. Actual charges billed by West may vary from charges reported on QuickView+. Subscriber shall pay charges as billed. West does not warrant and has no liability with respect to accuracy of charges or other information on QuickView+. Authorized QuickView+ Password Bolder for CLEAR Last Name HILL First Name,M.l. REX Authorized Acet # IVU39JOD/D CLEAR Renewals Subscriber Certification Section must also be completed for all Subscribers that interact with, manage or house inmates or detainees. CLEAR Products Sub Material Number CLEAR Product Subscriber's Initials for 12 Month Renewal Term* Subscriber agrees to commit to an additional 12 months and the Monthly CLEAR Charges for the such additional 12 months shall be 6 % more than the current Monthly CLEAR Charges in effect at the end of the current Minimum Term and/or current Renewal Terns. Subscriber's Initials for 24 Month Renewal Term* Subscriber agrees to commit to an additional 24 months. The Monthly CLEAR Charges for the first additional 12 months shall be 6 % more than the Monthly CLEAR Charges in effect at the end of the current Minimum Tenn and/or current Renewal Terms and the Monthly CLEAR Charges for the second additional 12 months shall be 6 % more than the Monthly CLEAR Charges for the first additional 12 months. Subscriber's Initials for 36 Month Renewal Term* Subscriber agrees to commit to an additional 36 months. The Monthly CLEAR Charges for the first additional 12 months shall be 5 % more than the Monthly CLEAR Charges in effect at the end of the current Minimum Team and/or current Renewal Terms and the Monthly CLEAR Charges for the second additional 12 months shall be 5 % more than the Monthly CLEAR Charges for the first additional 12 months_ The Monthly CLEAR Charges for the third additional 12 months shall. be 5 % more than the Monthly CLEAR Charges for the second additional 12 months. * Effective at the end of the current Minimum Tenn ("Renewal Term'). Upon conclusion of the Renewal Term, Monthly CLEAR Charges are billed thereafter at up to then - current rates. Excluded Charges and Monthly CLEAR Charges (after the Renewal Term) may be modified as set forth in the Subscriber Agreement. Subscriber is responsible for all Excluded Charges as incurred. During the Renewal Tenn and thereafter, Subscriber's access to and use of CLEAR shall be governed by the Subscriber Agreement. Subscriber Certification Section Required for all accounts that interact with. manage or house inmates or detainees. i Subscriber Certifications most be completed for every order, including renewals. Subscriber by his/her initials below certifies and acknowledges understanding and acceptance of the security limits of CLEAR and Subscriber's responsibility for controlling product, Interact and network access: Subscriber's initials. Functionality of CLEAR cannot and does not limit access to non -West Internet sites. It is the responsibility of Subscriber to control access to the Internet By his/her initials, Subscriber acknowledges its understanding and acceptance ofthe security limits of CLEAR and Subscriber's responsibility for controlling Internet access. Subscriber's initials. Subscriber certifies that it shall be responsible for controlling network access to the Internet or internal Subscriber sites. Subscriber agrees to provide its own firewall, proxy servers or other security technologies as well as desktop security to limit access to the CLEAR URL and West software. Subscriber must design, contiaatrre and implement its own security configuration. Subscriber's Initials. Subscriber shall not use any Data, and shall not distribute any Data to a third party for use, in a manner contrary to or in violation of any applicable federal, state, or local law, rule or regulation or in any manner inconsistent with the Subscriber Agreement. ALSubscriber's Initials. CLEAR will be accessed by Subscriber employees only for administrative or internal business purposes. All such access use will fully comply with the following restrictions: , • In no event shall anyone other than approved Subscriber employees be provided access to or control of any terminal with access to CLEAR or CLEAR data. • Terminals with CLEAR access, access credentials, and CLEAR data will be in secured locations that do not provide inmate/detainee access. • No access shall be outsourced or otherwise provided to third parties. Subscriber shall be solely_ responsible for ensuring that no sensitive information is made available beyond its stated permissible use. 3117110 SAMTnet 748.dot Print Products/Other Products bull Svc # Print Products and Other Products 0.—ON r :.i Pr.--- 41011157 (CLEAR Investigator w/Web Analytic 5 I $650.00 TotalChargesS 650.00/mth Terms of Payment for Print Products, West's standard tenp �-q�,'p�ay�ml;ent for print products purchased are net 30 days. West may elect to accept installment payments on thc purchase price. Installment payment terms are $ -6,- kt - _ per month plus tax for approximately months until the purchase price, plus any additional amounts under this Oder Form, is paid in full. This Order Form will become effective upon verification by West of Subscriber's credentials in accordance with this Order Form and upon approval and acceptance by West in St. Paul, Minnesota. Subscription Service and Passwords. Subscription services may consist of updates and/or supplements to the service, including but not limited to Print Products: pocket parts, pamphleL9, replacement or ancillary volumes; loose-leaf pages and other related supplemental materials; all of which may be billed separately at up to then -current rates. Subscriber hereby requests that West provide subscription services for the herein -described products at up to theft -current rates until such subscription services are cancelled by West or cancelled upon Written request by Subscriber. Any passwords issued herein may only be used by the person to whom the password is issued and sharing of passwords is STRICTLY PROHIBITED. General Provisions. This Order Form is subject to approval by West, a Thomson Reuters business ("West') in St. Paul, Minnesota, and is governed by Minnesota law, The state and federal courts sitting in Minnesota will have exclusive jurisdiction over any claim arising from or related to this agreement_ Applicable, sales, use, personal properly, value added tax (VAT) or equivalent, ad valorem and other taxes ore payable by Subscriber. Subscriber may be charged interest for overdue installments and subscriptions and for other open account charges- If any installments, subscriptions, subscription services, CLEAR Charges or open account charges remain unpaid 30 days after becoming due, all unmatured installments, including all amounts that are or would become due and payable for the remaining term of Subscriber's Subscriber Agrccment, shall become immediately due and payable at the sole option of West. Interest charged maybe adjusted to the then -highest current rate allowable on Minnesota contracts. This Order Form is non -transferable. All collection fees, including but not limited to attorneys fees, are payable by Subscriber. Transportation and handling (FOB origin) charges will be added for print products. West may request a current financial statement and/or obtain consumer credit report on -the undersigned individual to determine creditworthiness West will only request consumer credit information on the undersigned if the undersigned is applying for credit as an individual or if the undersigned's consumer credit information is necessury fbr West to consider granting credit to the aforementioned company. If Subscriber inquires whether a credit report was requested, West will provide information of such, if a report was received and the name, address and telephone number of the agency that supplied the report. Returns. If'Subscriber is not completely satisfied with any print product received from West, the product may be returned within 45 days of the invoice date for a full refund or credit. in accordance. with West's rip to then -current returns policies. CLEAR Charges are non-refundable, CLEAR Products to be Lapsed r uu ovc n CLEAR Products The Subscriber Agreement for Consolidated Lead Evaluation and Reporting (CLEAR) Servicesg and the applicable Schedule A price plan, for CLEAR Products and are hereby incorporated by reference and made part of this Order Form. in the event there is a conflict between the terms and conditions of the. Subscriber Agreement and the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Subscriber by Isis/her signature below, acknowledges his/her understanding and acceptance of the terms and conditions of the Subscriber Agreement. Signature X Date -A U i nvnu n,v I A t 1 vE FUR ORDER FORM Printed ]Name Title Date For Credit Card Transactions only; Card # Visa MasterCard Expir, Date ATTEST: WILLARD YAP"IAGUCEI, CITY CLERK Am Lx Total Amt. to Charge 3/17/10 SAMInet - 74E.dui EXHIBIT B ADDENDUM TO SERVICE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND WEST GOVERNMENT SERVICES THIS ADDENDUM TO THE SERVICE AGREEMENT (the "Addendum") is made and entered into as of 20_ ("Execution Date"), by and between the City of Vernon, a California charter city.and municipal corporation ("Licensee" or "City"), and West Publishing Corporation d/b/a West Government Services, a Minnesota corporation ("West'), collectively referred to herein as the "Parties." RECITALS A. Licensee and West are entering into a Service Agreement, dated on or around the Execution Date of this Addendum (the "Agreement'); B. It is the intent of the parties that this Addendum be entered into simultaneously with the Agreement, and that this Addendum expressly modify the terms of the Agreement. as set forth more particularly below. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions contained in this Addendum, the parties agree as follows: 1. Effect of Addendum. This Addendum modifies the terms of the Agreement and is made apart of and expressly incorporated into the Agreement. The parties agree that the obligations of the parties under the Agreement shall be governed by the terms set forth in both the Agreement and this Addendum. IN THE EVENT OF ANY MATERIAL DISCREPANCY BETWEEN THE EXPRESS PROVISIONS OF THIS ADDENDUM AND THE PROVISIONS OF THE AGREEMENT, THE PROVISIONS OF THIS ADDENDUM SHALL PREVAIL. 2. Term. This Addendum shall be effective as of the effective date of the'Agreement, and shall continue in full force and effect for the duration of the term of the Agreement, and any extension thereof. 3. Notices. Except as otherwise set forth in the Agreement, all notices, approvals, consents and other, communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth below, as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. To Licensee: City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-1714 To West: Tom Palmer West Publishing Corporation d/b/a West Government Services 610 Opperman Drive, P.O. Box 64833 St. Paul, MN 33164-1803 4. Governing Law. This Addendum and the Agreement shall be interpreted and enforced Page 1 of 4 according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. 5. Independent Contractor. 5.1 West is and shall at all times remain, as to City, a wholly independent contractor. Any personnel performing services pursuant to the Agreement on behalf of West shall at all times be under West's exclusive direction and control. Neither City nor any of its officers, officials, employees, .agents, or volunteers shall have control over the conduct of West or any of West's officers, employees, or agents except as set forth in the Agreement or this Addendum. West shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. West shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. 5.2 No employee benefits shall be available to West or its officers, employees, or agents in connection with the performance of this Addendum or the Agreement. Except for the consideration paid to West as provided in the Agreement, City shall not pay salaries, wages, or other compensation to West for performing services hereunder for the City. City shall not be liable for compensation or indemnification to West or its officers, employees, or agents for injury or sickness arising out of performing services hereunder which would be compensable under workers compensation insurance. 6. Intellectual Property Rights. West warrants that it owns or has the full authority and all associated intellectual property rights necessary to grant Licensee the rights and licenses set forth in the Agreement and this Addendum. At its own expense, West will hold harmless, defend and indemnify Licensee from any and all claims that the software, information and documents furnished or used pursuant to the Agreement or this Addendum infringes a U.S. Copyright or other intellectual property right of a third party, provided that Licensee gives West prompt written notice of such claims and permits West the sole right to control the defense of such claims. 7. West's Duties and Obligations. West represents, covenants and agrees as follows: 7.1 There are no obligations, commitments, or impediments of any kind that will limit or prevent its performance pursuant to the Agreement and this Addendum. 7.2 West presently has no interest which would conflict in any manner with its performance as contemplated by the Agreement or this Addendum. 7.3 There is no litigation pending against West and West is not the subject of any criminal investigation or proceeding, and neither West nor its personnel, to its actual knowledge, have been convicted of a felony, any of which would have a material effect upon the performance of this Agreement. 8. Headings. Headings used in this Addendum and the Agreement are for convenience of reference only and shall not affect the interpretation of either document. 9. Severability. Whenever possible, each provision of this Addendum and the Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Addendum or the Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. 10. Licensee Not Obligated to Third Parties. Licensee shall not be obligated or liable under the Agreement to any party other than West. -11. Authority To Execute. The person or persons executing this Addendum on behalf of West warrants and represents that he or she has the authority to execute this Addendum on behalf of West and has the authority to bind West to the performance of its obligations under this Addendum. Page 2 of 4 [Signatures Begin on Next Page] Page 3 of 4 IN WITNESS WHEREOF, the parties have signed this Addendum as of the date written in the introductory clause. City of .Vernon, a California charter city and municipal corporation Mayor / Mayor Pro-Tem ATTEST: Willard Yamaguchi, City Clerk APPROVED AS TO FORM: Laurence S. Wiener, City Attorney West Publishing Corporation, d/b/a west Government Services, a Minnesota corporation By: Printed Name: Title: . By: Printed Name: Title: Page 4 of 4 Jr, — . OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 September 21, 2010 Tom Palmer West Publishing Corporation d/b/a West Government Services 610 Opperman Drive P.O. Box 64833 St. Paul, MN 33164-1803 Re: Subscriber Agreement for the Use of "Clear Investigator" Software Dear Mr. Palmer: Transmitted herewith is a fully executed agreement, as referenced above, approved by City Council on September 20, 2010. If you have any questions regarding this matter, please call Ms. Martha Valenzuela, at (323) 583- 8811 ext. 226. Very t ly yours, WILLARD G. YA A UC I City Clerk WGY:dj Enclosure c: James Rodino Martha Valenzuela Resolution No. 2010-131 Agreement File No. 10-069 Excfusivefy Industriaf WEST ORDER FORM - CLEAR 610 Opperman Drive, P.O. Box 64833 St, Paul, MN 55164-1803 Tel- 6511697-8000 '41lES T, A Thomson Reuters huslness Check West account status below as uppticabk. Rep Name'& Number Palmer 0112856/ Hamagiwa New (NACT Form attached) ._.__ ��// X Existing with no changes Existing with changes (Permanent name change must attach a Customer Name Change Form) - - - -- --- - - _ _ _ --- - ---------_..�---- -------------------- 1003938575 Acct .# PO # ---- — - -- --- - -- - Date Name/Subscriber Vemon PD Bill To Acet# 1003938575 M p Order Confirmation Contact Name DEBBY NICKENS ^- E-Mail dnickens@c i . vernon. ca . us CLEAR Contact Namo (for delivery of Registration Keys. Individual users will also receive their Registration Keys if their e-mail addresses are provided) ANTHONY ZACK, DETECTIVE LIEUTENANT E-Mail azack@eovpd.org Telephone (323) 587-5171 CLEAR Primary Account Contact Name (general business contact) ANTHONY ZACK E-Mail azack@eovpd.org Telephone (323) 587-5171 Permanent Address Change One -Time Ship To Additional Ship To Additional Rill To +t Name Attn: z Address Suite/Floor t� City ^_ State County _ _ Zip ei to C CLEAR Products Section # of Users Monthly Total Monthly Rn11 Ave CLEAR Products - Randed Other CLEAR Charges r. 141011157 CLEAR Investigator w/ Web Analytics 5 Notes: —O u0 Total Monthly CLEAR Charges S CLEAR Charges are billed on the date West processes Subscriber's order and continue for a minimum of 12 months ("Minimum Term"). Upon conclusion of the Minimum Term, CLEAR Charges are billed thereafter at up to then -current rates. If Subscriber elects a longer Minimum Term the Monthly CLEAR Charges will be billed as set forth herein. Upon conclusion of the CLEAR Minimum Term, Monthly CLEAR Charges are billed thereafter at up to then -current rates. Excluded Charges and Monthly CLEAR Charges (after the Minimum Term) may be ntodified.as set forth in the Subscriber Agreement (as defined herein). Subscriber is responsible for all Excluded Charges as incurred. Subscriber's Initials for 24 Month CLEAR Minimum Term Subscriber agrees to commit to a Minimum Term of 24 months and the Monthly CLEAR Charges for the second 12 months not to increase by more than % over the Monthly CLEAR Charges for the initial 12 months. Subscriber's Initials for 36 Month CLEAR Minimum Term Subscriber agrees to commit to a Minimum Tenn of 36 months and the Monthly CLEAR Charges for the second 12 months not to increase by more than % over the Monthly CLEAR Charges for the initial 12 months and Monthly CLEAR Charges for the third 12 months not to increase by more than . % over the Monthly CLEAR Charges for the second 12 months. Subscriber's Initials FIVE CLEAR users are employed by Subscriber at the location identified above. If West Teams that the number of Subscriber's affiliated CLEAR users exceeds this number, West reserves the right to increase Subscriber Monthly CLEAR Charges as applicable. Internal Use Only CLEAR #Atty,y I BND GtM 1 3 X MON 3117/l D SAMInet 748dat II it I isage Logging Type N u I Reuuired tor, and ttunlicuble to, only accounu with arrest nowem. % Usage Logghrg Authorized Jaw coloi-cetnent agencies may request that user input values entered iu a semch or report request he "blind logged", all other customers will be restricted to "standard logging", if you have questions regarding this option, you may contact your account representdive Authorized law enfurcemem agencies choosing Wind logging should initial the Blind Logging option below, all other entities should untial the Standard Logging selection. X Standard Logging Blind Logging West reserves the right to change the Logging type based upon credentialing and account validation. IP Address Section LP Address or 11' Range is required for all CLEAR Orders: Orders will not be processed without valid IP Address(es) IP Addresses assigned to jurisdictions outside the United States or West designated (IS. Territories are Prohibited, fern issible IPAddress(es) will he those provided below as well as and, previously provided IPAddress(es) for this Subscriber. Internet Service Provider CITY OF VERNON (208. 68.8.10) ; AT & T (64.169.99. 226) IV Address 208. 68.. 8.10, 64.169. 99. 226 ' Additional page(s) may be attached ifneederl �5 q 1P Address Range 2- Additonal page(s) may be attached it' needed ;o m b if you do not know your company's external 1P address(s), try the following: i. Contact your network administration, firewall or security team 2. Contact your Internet Service Provider, ISP (i.e. Cable, DSL, Satellite, etc.) 3. Go to the following URL in your browser: http_iiinols.whOiS.net/vOIU'it)I. of to identify your external IP address (NOTE: Ifyou have multiple IP addresses, this tool will only detect one IP address Technical Contact for CLEAR Products (if applicable) Name (please print) Andrei Yermak.ov Telephone (323) 583-8811 ext. 248 -" r a E-Mail ayermakov@ci.vernon.ca.us w CLEAR Users, Nly Account Administrator and Authorized QuickView+I ser __..�....._ V,* .. ,,, —e . —.,.,__.•.. nt,..... nr.,,. h­ 11 .. n m cv DOCHERTY MICHAEL mdocherty@covpd.org 323) 587-5171 X L I HILL REX thill@covpd.org (323') 587-5171 X Ix X MARTINEZ GABRIEL gmartinez@aovpd.org 323) 587-5171 X REYNA JOSE S. 3reyna@covpd.org (323) 587-5171 X CHAVEZ CELESTINO cchavez@covpd.org (323), 587-5171 X If there arc additional CLEAR users additional page(s) must be submitted with the order User Type KeyTA:1�=Adrninistrator = investigator -^ Analyst SV = Super isor TC = Technical Subscriber shall authorize which user shall be named as the My Account Adminishutor Access to My A== will. allow CLLA@ user management, general account intonrut ion and granting access to other My Account users. Autlrorized My Avem,ni Administrator for CLEAR Last Value First Name, M.1. t-A tad (Required) 3:17r10 SAMlnel 748.dot Subscriber shall authorize which CLEAR users(s) shall have access to QuickView+. Actual charges billed by West may vary from charges reported on QuickView+. Subscriber shall pay charges as billed. West does not warrant and has no liability with respect to accuracy of oharges or other information on QuickView+. ;'authorized QuickView+Password Holder for CLEAR HILL PirstName,YLl. REX nnfnarizedAcet# 1003938575 Last Name CLEAR Renewals I y Subscriber Certification Section must also be completed for all Subscribers that interact with, CLEAR Products Sub Material Number CLEAR Product Subscriber's Initials for 12 Month Renewal Term* Subscriber agrees to commit to an additional 12 months and the Monthly CLEAR Charges for the such additional 12 months shall be 6 % more than the current Monthly CLEAR Charges in effect at the end of the current Minimum Term and/or current Renewal Terns. Subscriber's Initials for 24 ,Noath Renewal Term* Subscriber agrees to commit to an additional 24 months. "the Monthly CLEAR Charges for the first additional 12 months shall be 6 % more than the Monthly CLEAR Charges in effect at the end of the current Minimum Term and/or current Renewal Terns and the Monthly CLEAR Charges for the second additional 12 months shell be 6 % more than the Monthly CLEAR Charges for the first additional 12 months. Subscriber's Initials for 36 Mouth Renewal "Perm* Subscriber agrees to commit to an additional 36 months. The Monthly CLEAR Charges for the first additional 12 months shall be 5 % more than the Monthly CLEAR Charges in effect at the end of the current Minimum Term and/or current Renewal Terms and the Monthly CLEAR Charges for the second additional 12 months shall be 5 % more titan the Monthly CLEAR Charges for the first additional 12 months_ The Monthly CLEAR Charges for the third additional 12 months shall be 5 % mire than the Monthly CLEAR Charges for the second additional 12 months. * Effective at the end of the current Minimum Term ("Renewal Term'. Upon conclusion of the Renewal Term, Monthly CLEAR Charges are billed thereafter at up to then - current rates. Excluded Charges and Monthly CLEAR Charges (after the Renewal Term) may be modified as set forth in the Subscriber Agreement, Subscriber is responsible For all Excluded Charges as incurred. During the Renewal Term and thereafter, Subscriber's access to and use of CLEAR shall be governed by the Subscriber Agreement. Subscriber Certification for all accounts that interact with, roans detainees. Subscriber Certifications must be completed for every order, including renewals. Subscriber by his/her initials below certifies and acknowledges understanding and acceptance of the security limits of CLEAR and Subscriber's responsibility for controlling product, Internet and network access: Subscriber's Initials, Functionality of CLEAR cannot and does not limit access to non -West Internet sites. It is the responsibility of Subscriber to control access to the Internet. By his/her initials, Subscriber acknowledges its understanding and acceptance of the security limits of CLEAR and Subscriber's responsibility for controlling Internet access. Subscriber's Initials. Subscriber certifies that it shall be responsible for controlling network access to the Internet or internal Subscriber sites. Subscriber agrees to provide its own firewall, proxy servers or other security technologies as well as desktop security to limit access to the CLEAR URL and West ff soliware. Subscriber must design, configure and implement its own security configuration. p` Subscriber's Initials. Subscriber shall not use any Data, and shall not distribute any Data to a third patty for use, in a manner contrary to or in violation of any applicable federal, state, or local law, rule or regulation or in any manner inconsistent with the Subscriber Agreement Subscriber's initials. CLEAR will be accessed by Subscriber employees only for administrative or internal business purposes. All such access use will fully comply with the following restrictions: • In no event shall anyone other than approved Subscriber employees be provided access to or control of any terminal with access to CLEAR or CLEAR data. . 'Terminals with CLEAR access, access credentials, and CLEAR data will be in secured locations that do not provide inmate/detainee access. . No access shall be outsourced or otherwise provided to third parties. �..,�...._31—. l..,n 1— a W,, racnnnaihle. for ensuring that no sensitive information is made available beyond its stated permissible use. SAMInet 7,18.dot }JI7/10 Print Products/Other Products I/„11 Svn t! Prinr Prmhsoty and "her Prndurtx Ouantity LIMCharves Other Charees 41011157 CLEAR Investigator w/Web Analyticp 5 $650.00 TotnlCharges$ ,_, 650.00/mth Terms of Payment for Print Products. West's standard tert)is-o jpayment for print products purchased are net 30 days. West may elect to accept installment payments on the purchase price. installment payment terms are $ ri i _ per month plus tax for approximately�� months until the purchase prier., plus any additional amounts under (his Order Form, is paid in Lull. This Order Form will become effective upon verification by West of Subscriber's credentials in accordance with this Order Form and upon approval and acceptance. by West in St. Paul, Minnesota. Subscription Service and Passwords. Subscription services may consist of updates and/or supplements to the service, including but not limited to Print Products: pocket purls, pamphlets, replacement or ancillary volumes; loose-leaf pages and other related supplemental materials, all of which may be billed separately at up to thon-current rates. Subscriber hereby requests that West provide subscription services for the herein -described products at up to then -current rates until such subscription services are cancelled by West or cancelled upon writicn request by Subscriber. Any passwords issued herein may only he used by die person to whom the password- is issued and sharing of passwords is STRiMY PROHIBITED. General Provisions. This Order Form is subject to approval by West, a Thomson Reuters business ("West") in St. Paul, Minnesota, and is governed by Minnesota law, The state and federal courts sitting in Minnesota will have exclusive jurisdiction over any claim arising from or related to this agreement Applicable sales, use, personal property, value added tax (VAT) or equivalent, ad valorem and other taxes arc payable by Subscriber. Subscriber may be charged intemst for overdue installments and subscriptions and far other open account charges If any installments, subscriptions, subscription services, CLEAR Chargcs or open account charges remain unpaid 30 days after becoming due, all unmatured installments, including all amounts that are or would become due and payable for the remaining wrim of Subscriber's Subscriber Agreement, shalt become immediately due and payable at the sole option of West. Interest charged may be adjusted to the then -highest current rate allowable on Minnesota contracts. This Order Form is non -transferable. All collection fees, including but not limited to attorneys fees, are payable by Subscriber. Transportation and handliiig (FOB origin) charges will be added for print products. West may request a current financial statement and/or obtain consumer credit report on the undersigned individual to determine creditworthiness. West will only request consumer credit information on the undersigned if the undersigned is applying for credit as an individual or If the undersigned's consumer credit information is necessary for West to consider granting credit to the aforementioned company. If Subscriber inquires whether a credit report was requested. West will provide information of such, if a report was received and the name, address and telephone number of the agency that supplied the report. Returns. If Subscriber is not completely satisfied witp any print product received from West, the product may be retorted within 45 days ol'the invoice date for a full refund or credit, in accordance with West's up to then -current remms policies. CLEAR Charges are non-refundable. CLEAR Products to be Lapsed Full Svc # CLEAR Products The Subscriber Agreement for Consolidated Lead );valuation and Reporting (CLEAR) Services® and the applicable Schedule A price plan, for CLEAR Products and are hereby incorporated by reference and made part of this Order Form. In the event there Is a conflict between the terms and conditions of the. Subscriber Agreement and the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Subscriber by his/her signature below, acknow edges his/her understanding and acceptance of the terms and conditions of the Subscriber Agreement, 10 `/l11 __nntpA 7a 3 , 2. et D AUTHORIZED REPREJFNTAT0 C�O21 RJPER SFORM RilarPrinted Name Title Mayor .Date /fir _ 2— 3, Zc1 i° ST' For Credit Card Transactions only: Visa Master Card AMEX Gard it Cxpir, Date _ Total Amt. to Charge CITY CLERK 3/17110 SAMInct 748.doi ADDENDUM TO SERVICE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND WEST GOVERNMENT SERVICES THIS ADDENDUM TO THE SERVICE AGREEMENT (the "Addendum") is made and entered into as of p� _&_, 20/0 ("Execution Date"), by and between the City of Vernon, a California charter city and municipal corporation ("Licensee" or "City"), and West Publishing Corporation d/b/a West Government Services, a Minnesota corporation ("West"), collectively referred to herein as the "Parties." RECITALS A. Licensee and West are entering into a Service Agreement, dated on or around the Execution Date of this Addendum (the "Agreement"); B. It is the intent of the parties that this Addendum be entered into simultaneously with the Agreement, and that this Addendum expressly modify the terms of the Agreement as set forth more particularly below. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions contained in this Addendum, the parties agree as follows: 1. Effect of Addendum. This Addendum modifies the terms of the Agreement and is made a part of and expressly incorporated into the Agreement. The parties agree that the obligations of the parties under the Agreement shall be governed by the terms set forth in both the Agreement and this Addendum. IN THE EVENT OF ANY MATERIAL DISCREPANCY BETWEEN THE EXPRESS PROVISIONS OF THIS ADDENDUM AND THE PROVISIONS OF THE AGREEMENT, THE PROVISIONS OF THIS ADDENDUM SHALL PREVAIL. 2. Term. This Addendum shall be effective as of the effective date of the Agreement, and shall continue in full force and effect for the duration of the term of the Agreement, and any extension thereof. 3. Notices. Except as otherwise set forth in the Agreement, all notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth below, as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. To Licensee. City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-1714 To West: Le� West Publishing Cc poration d/b/a West Government Services 610 Opperman Drive, 429,-2G* St. Peal MN 33464.+Bft Ea)a,n 55/-�?3 4. Governing Law. This Addendum and the Agreement shall be interpreted and enforced Page 1 of 4 according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. 5. Independent Contractor. 5.1 West is and shall at all times remain, as to City, a wholly independent contractor. Any personnel performing services pursuant to the Agreement on behalf of West shall at all times be under West's exclusive direction and control. Neither City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of West or any of West's officers, employees, or agents except as set forth in the Agreement or this Addendum. West shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. West shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. 5.2 No employee benefits shall be available to West or its officers, employees, or agents in connection with the performance of this Addendum or the Agreement. Except for the consideration paid to West as provided in the Agreement, City shall not pay salaries, wages, or other compensation to West for performing services hereunder for the City. City shall not be liable for compensation or indemnification to West or its officers, employees, or agents for injury or sickness arising out of performing services hereunder which would be compensable under workers compensation insurance. 6. Intellectual Property Rights. West warrants that it owns or has the full authority and all associated intellectual property rights necessary to grant Licensee the rights and licenses set forth in the Agreement and this Addendum. At its own expense, West will hold harmless, defend and indemnify Licensee from any and all claims that the software, information and documents furnished or used pursuant to the Agreement or this Addendum infringes a U.S. Copyright or other intellectual property right of a third party, provided that Licensee gives West prompt written notice of such claims and permits West the sole right to control the defense of such claims. 7. West's Duties and Obligations. West represents, covenants and agrees as follows: 7.1 There are no obligations, commitments, or impediments of any kind that will limit or prevent its performance pursuant to the Agreement and this Addendum. 7.2 West presently has no interest which would conflict in any manner with its performance as contemplated by the Agreement or this Addendum. 7.3 There is no litigation pending against West and West is not the subject of any criminal investigation or proceeding, and neither West nor its personnel, to its actual knowledge, have been convicted of a felony, any of which would have a material effect upon the performance of this Agreement. 8. Headings. Headings used in this Addendum and the Agreement are for convenience of reference only and shall not affect the interpretation of either document. 9. Severability. Whenever possible, each provision of this Addendum and the Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Addendum or the Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. 10. Licensee Not Obligated to Third Parties. Licensee shall not be obligated or liable under the Agreement to any party other than West. 11. Authority To Execute. The person or persons executing this Addendum on behalf of West warrants. and represents that he or she has the authority to execute this Addendum on behalf of West and has the authority to bind West to the performance of its obligations under this Addendum. Page 2 of.4 [Signatures Begin on Next Page] Page 3 of 4 IN WITNESS WHEREOF, the parties have signed this Addendum as of the date written in the introductory clause. City of Vernon, a California charter city and municipal corporation Mayor / maP+� AT T: Willard Yamaguc , C' erk APP V AS TO FORM: Laurence S. Wiener, City Attorney West Publishing Corporation, d/b/a west Government Services, a Minnesota corporation By: Printed Name: 91CA'ae-/ Title: YI /L/- 1—n By: Printed Name: Title: Page 4 of 4 cre OF V$ KA °x.i S�VELY 1N OJ STAFF REPORT PURCHASING DEPARTMENT -- DATE: September 6, 2010 U TO: Honorable Mayor and City Council FROM: Martha Valenzuela, Director of Business Services/Personne r)V RE: WEST GOVERNMENT SERVICES — CLEAR SOFTWARE SUPPORT FOR THE POLICE DEPARTMENT Purpose The purpose of this Staff Report is to obtain authorization from you and the City Council to renew the CLEAR Investigator w/Web Analytics software service agreement for the Police Department. Background The CLEAR Investigator software allows the user to access via the Internet, current and historical records verifying the identity of individuals and businesses. Access is available to a staff of field researchers who perform county, state and federal courthouse public record searches. In addition to the search capabilities, this software provides charting and mapping features for the data provided. This software is primarily used by the department's Detectives -and Investigators. If necessary, the data is accessible by the Patrol Officers. The department has used the software for approximately (6) years and find . it to be an invaluable source of information. Recommendation It is our recommendation to approve the request to renew for one year, beginning October 1, 2010. Purchasing is requesting that this item be included on the agenda for the Council meeting scheduled for September 20, 2010. Fiscal Impact There is no fiscal impact to the City. Funding for the requested maintenance was specifically budgeted in the Police Department fiscal year 2010 — 2011 operating budget. Attachments WEST ORDER FORM -CLEAR 610 Opperman Drive, P.O. Box 64833 St. Paul, MN 55164.1803 Tel- 651/687-8000 WE To A Thornson Reuters business Check West account status below as au»/icable; Rcp Name & Number Palmer 0112856/ Hamagiwa New (NACi Form attached) X Existing with no changes Existing with changes (Permanent name change must attach a Customer Name Change Form) - ----- ------ — -- — - -- -- - -- — 1003938575 Acct # PO # Date Name/Subscriber Vemon PD Rill To Aect # 1003938575 Order Confirmation Contact Name DEBBY NICKENS E-Mail dnickens@ci.vernon.ca.us z CLEAR Contact Nome (for delivery of Registration Keys. Individual users r� t* will also receive their Registration Keys iftheir e-mail addresses are provided) ANTHONY ZACK, DETECTIVE LIEUTENAN E-Mail azack@covpd.org Telephone (323) 587-5171 CLEARPrimary Account ContactName (general business contact) ANTHONY ZACK >-Mail azack@covpd.org Telephone (323) 587-5171 Permanent Address Change One -Time Ship To Additional Ship To Additional Bill To Name Attn: Address Suite/Floor City State County Zip d CLEAR Products Section #of Users Monthly Total Monthly Full Svc # CLEAR Products Banded Other CLEAR Chafes 41011157 CLEAR Investigator w/ Web Analytics 5 Bum �r5© Notes: a�1 Total Monthly CLEAR Charges $ CLEAR Charges are billed on the date West processes Subscriber's order and continue for a minimum of 12 months ("Minimum Term"). Upon conclusion of the Minimum Tenn, CLEAR Charges are billed thereafter at up to then -current rates- If Subscriber elects a longer Minimum Term the Monthly CLEAR Charges will be billed as set forth herein. Upon conclusion of the CLEAR Minimum Term, Monthly CLEAR Charges are billed thereafter at up to then -current rates. Excluded Charges and Monthly CLEAR Charges (after the Minimum Term) may be modified as set forth in the Subscriber Agreement (as defined herein). Subscriber is responsible for all Excluded Charges as incurred. Subscriber's Initials for 24 Month CLEAR Minimum Term Subscriber agrees to commit to a Minimum Term of 24 months and the Monthly CLEAR Charges for the second 12 months not to increase by more than % over the Monthly CLEAR Charges for the initial 12 months. Subscriber's Initials for 36 Month CLEAR Minimum Term Subscriber agrees to commit to a Minimum Term of 36 months and the Monthly CLEAR Charges for the second 12 months not to increase by more than % over the Monthly CLEAR Charges for the initial 12 months and Monthly CLEAR Charges for the third 12 months not to increase by more than % over the Monthly CLEAR Charges for the second `12 months, X Subscriber's Initials FIVE CLEAR users are employed by Subscriber at the location identified above. If West learns, that the number of Subscriber's affiliated CLEAR users exceeds this number, West reserves the right to increase Subscriber Monthly CLEAR Charges as applicable Internal Use Onl CLEAR #A BND Gtwy 3 X MON 3/17/10 SAMInet 748.dot II Usage Logging Type ll Required for, and applicable to, only accounts with arrest powers Usage I.ogI,utt, Authorized law enlbrccment agencies may request that user input values entered in a sewch or report request be "blind loved", all other customers will be restricted to "standard logging". If you have questions regarding this option, you may contact your account representative Authorized law enforcement agencies choosing Blind Logging should initial the Blind Logging option below, all other enlities should initial the Standard Logging selection. X Standard Logging Blind Logging West reserves the right to change the Logging type based upon credentialing and account validation. lP Address Section IP Address or I1' Range is required for all CLEAR Orders: Orders will not he processed without valid IP Address(es) dP Addresses assigned to jurisdictions outside the United States or West designated U.S. Territories are prohibited. I'errnissible IPAddress(es) will be those provided below as well as ani, previously provided IPAddtess(es), for this Subscriber. Internet Service Provider CITY OF VERNON (208.68.8. 10) ; AT & T (64.169.99.226) IP Address 208.68.8.10; 64.169.99.226 Additional page(s) may be attached if needed M Il' Address Range A Additional page(s) may be attached if needed 77 C If you do not know your company's external IP address(s), try the following: 1. Contact your network administration, firewall or security team 2. Contact. your Internet Service Provider, ISP (i.e. Cable, USL, Satellite, etc.) 3. Coo to the following URL in your browser: http:iiioots_v3w itois.net( o�uril.�; or htt}3:/ y%ys vv. ylvitisnlvit).com to identify your external IP address (NOTE: Ifyou have multiple IP addresses, this tool will only detect one IP address Technical Contact for CLEAR Products (if applicable) Y Name (please print) Andrei Yermakov Telephone (323) 583-8811 ext. 248 n E-Mail ayermakov@ci.vernon.ca.us W T CLEAR Users, My Account Administrator and Authorized QuickViesv+User 1 .net A.. mn F1r.t men,.. M 1 rr...., . a..__.... DOCHERTY MICHAEL mdocherty@covpd.org (323) 587-5171 X HILL REX shill@covpd.org (323) 587-5171 X X X MARTINEZ GABRIEL martinez@-cov d.or (323) 587-5171 X REYNA JOSE S. jreyna@covpd.org (323) 587-5171 X CHAVEZ CELESTINO cchavez@covpd.org (323)) 587-5171 X irthere are additional CLFAR users additional page(s) must be. submitted with the order 1Jser Type Key iN = investigator AD =Administrator AN — Analyst SV = Supervisor TC =Technical Subscriber shall authorize Much user shall be named as the ivly Account Administrator Access to My Account will. allow CLEAR user management, general account information and granting access to other My Account users. Authorized My Account Administrator for CLEAR Last Name FirstNnme, M.I. E-Mail (Required) ;il7ltn - SAMlnel 74R.dot Subscriber shall authorize which CLEAR users(s) shall have access to QuickView+. Actual charges billed by West may vary from charges reported on QuickView+. Subscriber shall pay charges as billed. West does not warrant and has no liability with respect to accuracy of charges or other information on QuickView+. Authorized QuickView+Password Holder for CLEAR Last Name HILL First Name, M.I. REX Authorized Acet # 1003938575 CLEAR Renewals Subscriber Certification Section must also be completed for all Subscribers that interact with, manage or house inmates or detainees. CLEAR Products Sub Material Number CLEAR Product Subscriber's Initials for 12 Month Renewal Term* Subscriber agrees to commit to an additional 12 months and the Monthly CLEAR Charges for the such additional 12 months shall be 6 b/o more than the current Monthly CLEAR Charges in effect at the end of the current Minimum Tenn and/or current Renewal Terms. Subscriber's Initials for 24 Month Renewal Term* Subscriber agrees to commit to an additional 24 months. The Monthly CLEAR Charges for the first additional 12 months shall be 6 % more than the Monthly CLEAR Charges in effect at the end of the current Minimum Term and/or current Renewal Terms and tite Monthly CLEAR Charges for the second additional 12 months shall be 6 % more than the Monthly CLEAR Charges for the first additional 12 months. Subscriber's Initials for 36 Month Renewal Term'' Subscriber agrees to commit to an additional 36 months. The Monthly CLEAR Charges for the first additional 12 months shall be 5 % more than the Monthly CLEAR Charges in effect at the end of the current Minimum Term and/or current Renewal Terms and the Monthly CLEAR Charges for the second additional 12 months shall be 5 % more than the Monthly CLEAR Charges for the first additional 12 months_ The Monthly CLEAR Charges for the third additional 12 months shall be 5 % more than the Monthly CLEAR Charges for the second additional 12 months. Effective at the end of the current Minimum Term ("Renewal Term'). Upon conclusion of the Renewal Term, Monthly CLEAR Charges are billed thereafter at up to then - current rates. Excluded Charges and Monthly CLEAR Charges (after the Renewal Tenn) may be modified as set forth in the Subscriber Agreement. Subscriber is responsible for all Excluded Charges as incurred. During lie Renewal Tenn and thereafter, Subscriber's access to and use of CLEAR shall be governed by the Subscriber Agreement. Subscriber Certification Section Required for all accounts that interact with, manage or house inmates or detainees. Subscriber Certifications must be completed for every order, including renewals. Subscriber by his/her initials below certifies and acknowledges understanding and acceptance of the security limits of CLEAR and Subscriber's responsibility for controlling product, Internet and network access: X Subscriber's Initials. Functionality of CLEAR cannot and does not limit access to non -West Internet sites. It is the responsibility of Subscriber to control access to the Internet. By his/her initials, Subscriber acknowledges its understanding and acceptance of the security limits of CLEAR and Subscriber's X responsibility for controlling Internet access. Subscriber's Initials. Subscriber certifies that it shall be responsible for controlling network access to the Internet or internal Subscriber sites. Subscriber agrees to provide its own firewall, proxy servers or other security technologies as well as desktop security to limit access to the CLEAR URL and West software. Subscriber must design, configure and implement its own security configuration. X Subscriber's Initials. Subscriber shall not use any Data, and shall not distribute any Data to a third party for use, in a manner contrary to or in violation of any applicable federal, state, or local law, rule or regulation or in any manner inconsistent with the Subscriber Agreement. X Subscriber's Initials. CLEAR will be accessed by Subscriber employees only for administrative or internal business purposes. All such access use will fully comply with the following restrictions: • In no event shall anyone other than approved Subscriber employees be provided access to or control of any terminal with access to CLEAR or CLEAR data. • 'terminals with CLEAR access, access credentials, and CLEAR data will be in secured locations that do not provide inmate/detainee access. • No access shall be outsourced or otherwise provided to third parties. • Subscriber shall be solely responsible for ensuring that no sensitive information is made available beyond its stated permissible use. 3/17/10 SAMInet 748.dot Print Products/Other Products Irulf Svc # Print Products and Other Products Quantity List Charges Other Charges 41011157 CLEAR Investigator w/Web Analyticp 5 $650.00 Total Charges S ___.. 650.00/mth Terms of Payment for Print Products. West's standard termA tlpa .lpent for print products purchased are net 30 days. West may elect to accept installment payments on the purchase price. Installment payment terms are $ �, 3 a0—_ per month plus tax for approximately_ _ months Wail the purchase price, plus any additional amount,; under this Order Form, is paid in full. This Order Form will become effective upon verification by West of Subscriber's credentials in accordance with this Order Form and upon approval and acceptance by West in St. Paul, Minnesota. Subscription Service and Passwords. Subscription services may consist of updates and/or supplements to the service, including but not limited to Print Products: pocket parts, pamphlets, replacement or ancillary volumes; loose-leaf pages and other related supplemental materials; all ol'which may be billed separately at up to then -current rates. Subscriber hereby requests that West provide subscription services for the herein -described products at up to then -current rates until such subscription services are cancelled by West or cancelled upon written request by Subscriber. Any passwords issued herein may only be used by the person to whom die password is issued and sharing of passwords is STRICI'L:Y PROHIBITED. General Provisions. This Order Form is subject to approval by West, a Thomson Reuters business ("Wesf� in St. Paul, Minnesota, and is governed by Minnesota law. The state and federal courts sitting in Minnesota will have exclusivejurisdiction over any claim arising from or related to this agreement. Applicable sales, use, personal property, value added tax (VAT) or equivalent, ad valorem and other taxes are payable by Subscriber. Subscriber may be charged interest for overdue installments and subscriptions and for other open account charges. If any installments, subscriptions, subscription services, CLEAR Charges or open account charges remain unpaid 30 days oiler becoming due, at unmatured installments, including all amounts that are or would become due and payable for the remaining terra of Subscriber's Subscriber Agreement, shall become immediately due and payable at the sole option of West. interest charged may be adjusted to the then -highest current rate allowable on Minnesota contracts. This Order Form is non -transferable. All collection fees, including but not limited to attorneys fees, are payable by Subscriber. Transportation and handling (FOB origin) charges will be added for print products. West may request a current financial statement and/or obtain consumer credit report on the undersigned individual to determine creditworthiness. West will only request consumer credit information on the undersigned if the undersigned is applying for credit as an individual or if the undersigned's consumer credit information is necessary for West to consider granting credit to the aforementioned company. If Subscriber inquires whether a credit report was requested, West will provide information of such, if a report was received and the name, address and telephone number of the agency that supplied the report. Returns. lf' Subscriber is not completely satisfied with any print product received from West, the product may be returned within 45 days of the invoice date for a full refund or credit, in accordance with West's up to then -current returns policies. CLEAR Charges are non-refundable, CLEAR Products to be Lapsed Full Svc # CLEAR Products The Subscriber Agreement for Consolidated Lead Evaluation and Reporting (CLEAR) ServicesO and the applicable Schedule A price plan, for CLEAR Products and are hereby incorporated by reference and made part of this Order Form. in the event there is a conflict between the terms and conditions of the Subscriber Agreement and the terms and conditions of this Order Corm, the terms and conditions of this Order Form shall control. Subscriber by his/her signature below, acknowledges his/her understanding and acceptance of the terms and conditions of the Subscriber Agreement, Signature X Date AUTHORIZED REPRESENTATIVE FOR ORDER FORM Printed Name Title Date ATTEST: WILLARD YAMAGUCHI, CITY CLERK Signature x For Credit Card Transactions only: Visa Master Card Am Ex Card # Expir, Date _ Total Amt. to Charge. T 3/17110 _ SAMinct 748.dor ADDENDUM TO SERVICE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND WEST GOVERNMENT SERVICES THIS ADDENDUM TO THE SERVICE AGREEMENT (the "Addendum") is made and entered into as of , 20_ ("Execution Date"), by and between the City of Vernon, a California charter city and municipal corporation ("Licensee" or "City"), and West Publishing Corporation d/b/a West Government Services, a Minnesota corporation ("West"), collectively referred to herein as the"Parties." RECITALS A. Licensee and West are entering into a Service Agreement, dated on or around the Execution Date of this Addendum (the "Agreement'); B. It is the intent of the parties that this Addendum be entered into simultaneously with the Agreement, and that this Addendum expressly modify the terms of the Agreement as set forth more particularly below. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions contained in this Addendum, the parties agree as follows: 1. Effect of Addendum. This Addendum modifies the terms of the Agreement and is made a part of and expressly incorporated into the Agreement. The parties agree that the obligations of the parties under the Agreement shall be governed by the terms set forth in both the Agreement and this Addendum. IN THE EVENT OF ANY MATERIAL DISCREPANCY BETWEEN THE EXPRESS PROVISIONS OF THIS ADDENDUM AND THE PROVISIONS OF THE AGREEMENT, THE PROVISIONS OF THIS ADDENDUM SHALL PREVAIL. 2. Term. This Addendum shall be effective as of the effective' date of the Agreement, and shall continue in full force and effect for the duration of the term of the Agreement, and any extension thereof. 3. Notices. Except as otherwise set forth in the Agreement, all notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth below, as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. To Licensee: City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-1714 To West: Tom Palmer West Publishing Corporation d/b/a West Government Services 610 Opperman Drive, P.O. Box 64833 St. Paul, MN 33164-1803 4. Governing Law. This Addendum and the Agreement shall be interpreted and enforced Page 1 of 4 according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. 5. Indeoendent Contractor 5.1 West is and shall at all times remain, as to City, a wholly independent contractor. Any personnel performing services pursuant to the Agreement on behalf of West shall at all times be under West's exclusive direction and control. Neither City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of West or any of West's officers, employees, or agents except as set forth in the Agreement or this Addendum. West shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. West shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. 5.2 No employee benefits shall be available to West or its officers, employees, or agents in connection with the performance of this Addendum or the Agreement. Except for the consideration paid to West as provided in the Agreement, City shall not pay salaries, wages, or other compensation to West for performing services hereunder for the City. City shall not be liable for compensation or indemnification to West or its officers, employees, or agents for injury or sickness arising out of performing services hereunder which would be compensable under workers compensation insurance. 6. Intellectual Property Rights. West warrants that it owns or has the full authority and all associated intellectual property rights necessary to grant Licensee the rights and licenses set forth in the Agreement and this Addendum. At its own expense, West will hold harmless, defend and indemnify Licensee from any and all claims that the software, information and documents furnished or used pursuant to the Agreement or this Addendum infringes a U.S. Copyright or other intellectual property right of a third party, provided that Licensee gives West prompt written notice of such claims and permits West the sole right to control the defense of such claims. 7. West's Duties and Obligations. West represents, covenants and agrees as follows: 7.1 There are no obligations, commitments, or impediments of any kind that will limit or prevent its performance pursuant to the Agreement and this Addendum. 7.2 West presently has no interest which would conflict in any manner with its performance as contemplated by the Agreement or this Addendum. 7.3 There is no litigation pending against West and West is not the subject of any criminal investigation or proceeding, and neither West nor its personnel, to its actual knowledge, have been convicted of a felony, any of which would have a material effect upon the performance of this Agreement. 8. Headings. Headings used in this Addendum and the Agreement are for convenience of reference only and shall not affect the interpretation of either document. 9. Severability. Whenever possible, each provision of this Addendum and the Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Addendum or the Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. 10. Licensee Not Obligated to Third Parties. Licensee shall not be obligated or liable under the Agreement to any party other than West. 11. Authority To Execute. The person or persons executing this Addendum on behalf of West warrants and represents that he or she has the authority to execute this Addendum on behalf of West and has the authority to bind West to the performance of its obligations under this Addendum. Page 2 of 4 [Signatures Begin on Next Page] Page 3 of 4 IN WITNESS WHEREOF, the parties have signed this Addendum as of the date written in the introductory clause. City of Vernon, a California charter city and West Publishing Corporation, d/b/a West municipal corporation Government Services, a Minnesota corporation By: Mayor / Mayor Pro-Tem Printed Name: ATTEST: Title: Willard Yamaguchi, City Clerk APPROVED AS TO FORM: Laurence S. Wiener, City Attorney By: Printed Name: Title: Page 4 of 4 MEMORANDUM PURCHASING DEPARTMENT DATE: September 6, 2010 TO: Mark Whitworth, (Interim) City Administrator FROM: Martha Valenzuela, Director of Business Services/Personn I RE: WEST GOVERNMENT SERVICES — CLEAR SOFTWARE SUPPORT FOR THE POLICE DEPARTMENT Purchasing received the attached West Government Services Order form for the renewal of the maintenance support services for the Police Department's CLEAR Investigator software program. The term period for this support is October 1, 2010 thru September 30, 2011. The CLEAR Investigator software allows the user to access via the Internet, current and historical records verifying the identity of individuals and businesses. Access is available to a staff- of field researchers who perform county, state and federal courthouse public record searches. In addition to the search capabilities, this software provides charting and mapping features for the data provided. This software is primarily used by the department's Detectives and Investigators. If necessary, the data is accessible by the Patrol Officers. Our Legal Department reviewed the attached form, and submitted the attached Addendum to the Service Agreement by and between the City and West Government Services. The total cost of the software support totals $7,800.00. WEST ORDER FORM -CLEAR 610 Opperman Drive, P.O. Box 64833 St. Paul, M1V 55164-1803 Tel 651 /687-8000 WEST, A Thomson Reuters business Cheek West account slalus helots as applicable: Rep Name & Number Palmer 0112856/ Hamagiwa New (NACi Form attached) _ ��// Existing with no changes Existing with changes X (Permanent name change must attach a Customer Namc Change Forth) --------- - - - -- -- - Aect # 1003938575 PO #• Date Name/Subscriber Vemon PD Bill To Acet 4 1003938575 m p Order Confirmation Contact Name DEBBY NICKENS E-Mail dnickens@ci.vernon.ca.us CLEAR Contact Name (for delivery of Registration Keys. Individual users r� will also receive their Registration Keys if their a -mail addresses are provided) ANTHONY ZACK, DETECTIVE LIEUTENAN E-Mail azack@eovpd.org Telephone (323) 587-5171 x fi CLEAR Primary Account Contact Name (general business contact) ANTHONY ZACK E-Mail azack@covpd.org Telephone (323) 587-5171 Permanent Address Change One -Time Ship To Additional Ship To Additional Bill To rf Name Attn: Address Suite/Floor City _ State _____ County _ Zip C l� v CLEAR Products Section # of Users Monthly Total Monthly Fall Svc # CLEAR Products Banded Other CLEAR Charges 41011157 CLEAR Investigator w/ Web Analytics 5 %rEO Notes: Total Monthly CLEAR Charges S CLEAR Charges are billed on the date West processes Subscriber's order and continue for a minimum of 12 months ("Minimum Term"). Upon conclusion of the Minimum Term, CLEAR Charges are billed thereafter at up to then -current rates. If Subscriber elects a longer Minimum Term the Monthly CLEAR Charges will be billed asset forth herein. Upon conclusion of the CLEAR Minimum Term, Monthly CLEAR Charges are billed thereafter at up to then -current rates. Excluded Charges and Monthly CLEAR Charges (after the Minimum Tenn) may be modified as set forth in the Subscriber Agreement (as defined herein). Subscriber is responsible for all Excluded Charges as incurred. Subscriber's Initials for 24 Month CLEAR Minimum Term Subscriber agrees to commit to a Minimum Term of 24 months and the Monthly CLEAR Charges for the second 12 months not to increase by more than % over the Monthly CLEAR Charges for the initial 12 months - Subscriber's Initials for 36 Month CLEAR Minimum Term Subscriber agrees to commit to a Minimum Term of 36 months and the Monthly CLEAR Charges for the second 12 months not to increase by more than % over the Monthly CLEAR Charges for the initial 12 months and Monthly CLEAR Charges for the third 12 months not to increase by more than % over the Monthly CLEAR Charges for the second 12 months. $ Subscriber's Initials FIVE CLEAR users are employed by Subscriber at the location identified above. If West leams that the number of Subscriber's affiliated CLEAR users exceeds this number, West reserves the right to increase Subscriber Monthly CLEAR Charges as applicable Internal Use Onl K#A BND 3 X MON 3/17/10 SAMInet 748.dot II Usage Logging Type 1 ReyuirncC.for, aril rtpplicuble to, only accounts with arrest powers. tl5age Logging Authorized law enforcement agencies may request that user input values entered in a search or report request he "blind logged"• all other customers will be restricted to "standard logging". If you have questions regarding this option. you may contact your account representalive Authorized law enforcement agencies choosing Blind Logging should initial the Blind Logging option below, all other entities should mitial the. Standard Logging selection. X Standard Logging Blind Logging West reserves the right to change the Logging type based upon credentialing and account validation. W Address Section IP Address or IP Range is required for all CLEAR Orders: Orders will not be processed without valid 11' Address(es) IP Addresses assigned to jurisdictions outside the United States or West designated Lr.S. Territories are prohibited. l'erimssible IP A ddress(es) will be those provided below as well as anj, previousiv provided IPAddress(es) for this Subscriber. Internet Set -vice Provider CITY OF VERNON (208. 68. 8.10) ; AT & T (64.169. 99. 226) III Address 208.68..8.10; 64.169.99.226 Additional page(s) maybe attached if needed • 's IP Address Range 2 Additonal pages) may be attached if needed O If you do not know your company's external 1P address(s), try the following: 1. Contact your network administration, firewali or security team 2. Contact. your Internet Service Provider, ISP (i.e. Cable, DSL, Satellite, etc.) 3. Co to the following URL in your browser: he r: iiools.whois.neb'vout it3% or hit 3:/iw t w.is hatisnt� iu.corn to identify your external IP address (NO'rE: Ifyou have multiple IP addresses, this tool will onl • detect one IP address Technical Contact for CLEAR Products (if applicable) Name (please print) Andrei Yermakov Telephone (323) 583-8811 ext. 248 n ) Mail ayermakov@ci.vernon.ca.us W CLEAR Users, My Account Administrator and Authorized QuickView+User I .act- N\ First N.n M t Fmn:l A.iA-- DOCHERTY MICHAEL mdocherty@covpd.org (323) 587-5171 X HILL REX thill@covpd.org (323) 587-5171 X X X MARTINEZ GABRIEL martinez@cow d.or (323) 587-5171 X REYNA JOSE S. jreyna@covpd.org (323) 587-5171 X CHAVEZ CELESTINO cchavez@covpd.org (323)) 587-5171 X If there are additional CLEAR users additional pages) must be. submitted with the order I)ser Type key iN = Investigator AD = Administrator AN = Analyst SV _ Supervisor TC =Technical Subscriber shall authorize which user shall be named as the My Account Administrator Access to My Account will allow CLEAR user management, general account information and granting access to other My Account users. Audwriz,eil My Account Administrator for CLEAR Last fame First ]Name, M.I. E-Mail (Required) M M O S AMl nel 748.dot Subscriber shall authorize which CLEAR users(s) shall have access to QuickView+. Actual charges billed by West may vary from charges reported on QuickView+. Subscriber shall pay charges as billed. West does not warrant and has no liability with respect to accuracy of charges or other information on QuickView+. Authorized QuickView+ Password Holder for CLEAR Last Name HILL First Name, M.I. REX Authorized Acet # 1003938575 CLEAR Renewals Subscriber Certification Section must also be completed for all Subscribers that interact with, manaee or house inmates or detainees. Subscriber's Initials for 12 Month Renewal Term* Subscriber agrees to commit to an additional 12 months and the Monthly CLEAR Charges for the such additional 12 months shall be 6 % more than the current Monthly CLEAR Charges in effect at the end of the current Minimum Tenn and/or current Renewal Terms. Subscriber's Initials for 24 Month Renewal Term* Subscriber agrees to commit to an additional 24 months. The Monthly CLEAR Charges for the first additional 12 months shall be 6 % more than the Monthly CLEAR Charges in effect at the end of the current Minimum Term and/or current Renewal Terns and the Monthly CLEAR Charges for the second additional 12 months shall be 6 % more than the Monthly CLEAR Charges forthe first additional 12 months. Subscriber's Initials for 36 Mouth Renewal Term* Subscriber agrees to commit to an additional 36 months. The Monthly CLEAR Charges for the first additional 12 months shall be 5 % more than the Monthly CLEAR Charges in effect at the end of the current Minimum Term and/or current Renewal Terms and the Monthly CLEAR Charges for the second additional 12 months shall be 5 %• more than the Monthly CLEAR Charges for the first additional 12 months. The Monthly CLEAR Charges for the third additional 12 months shall be 5 % more than the Monthly CLEAR Charges for the second additional 12 months. # Effective at the end of the current Minimum Term ("Renewal Term"). Upon conclusion of the Renewal Term, Monthly CLEAR Charges are billed thereafter at up to then - current rates. Excluded Charges and Monthly CLEAR Charges (after the Renewal Term) may be modified as set forth in the Subscriber Agreement. Subscriber is responsible for all Excluded Charges as incurred. During the Renewal Term and thereafter, Subscriber's access to and use of CLEAR shall be governed by the Subscriber Agreement. Subscriber Certification Section Required for all accounts that interact with, manage or house inmates or detainees. Subscriber Certifications must be completed for every order, including renewals. Subscriber by his/her initials below certifies and acknowledges understanding and acceptance of the security limits of CLEAR and Subscriber's responsibility for controlling product, Internet and network access: X Subscriber's initials. Functionality of CLEAR cannot and does not limit access to non -West Internet sites. It is the responsibility of Subscriber to control access to the Internet. By hismer initials, Subscriber acknowledges its understanding and acceptance of the security limits of CLEAR and Subscriber's X responsibility- for controlling Internet access. Subscriber's Initials. Subscriber certifies that it shall be responsible for controlling network access to the Internet or internal Subscriber sites. Subscriber agrees to provide its own firewall, proxy servers or other security technologies as well as desktop security to limit access to the CLEAR URL and West software. Subscriber must design, configure and implement its own security configuration. X Subscriber's Initials. Subscriber shall not use any Data, and shall not distribute any Data to a third party for use, in a manner contrary to or in violation of any applicable federal, state, or local law, Wile or regulation or in any manner inconsistent with the Subscriber Agreement.. X Subscriber's Initials. CLEAR will be accessed by Subscriber employees only for administrative or internal business purposes. All such access use will fully comply with the following restrictions: • In no event shall anyone other than approved Subscriber employees be provided access to or control of any terminal with access to CLEAR or CLEAR data. • 'terminals with CLEAR access, access credentials, and CLEAR data will be in secured locations that do not provide inmate/detainee access. • No access shall be outsourced or otherwise provided to third parties. Subscriber shall be solely responsible for ensuring that no sensitive information is made available beyond its stated permissible use. 3/17/10 SAMInet 743.dot Print Products/Other Products Fall Svc # Print PrAdnotu and (WhurPr..d...•t. n....,,ati,n�___ m _ to 41011157 CLEAR Investigator w/Web Analytict 5 $650.00 Total Charges $ _ 650. 00/mth Terms of Payment for Print Products, West's standard teriM,.of pa tthpnt for print products purchased are net 30 days. West may elect to accept installment payments on the purchase price. Installmenm t payment terms are $ -6 per month plus tax for approximatelv__1,9 months until the purchase price, plus any additional amounts under this Order Form, is paid in full This Order Form will become effective upon verification by West of Subscriber's credentials in accordance with this Order Form and upon approval and acceptance by West in St. Paul, Minnesota. Subscription Service and Passwords. Subscription services may consist of updates and/or supplements to the service, including but not limited to Print Products: pocket parts, pamphlets, replacement or ancillary volumes; loose-leaf pages and other related supplemental materials; all of which may be billed separately at up to then -current rates. Subscriber hereby requests that West provide subscription services for the herein -described products at up to then -current rates until such subscription services are cancelled by West or cancelled upon written request by Subscriber. Any passwords issued herein may only be used by the person to whom the password is issued and sharing of passwords is STRICTLY PROHIBITED. General Provisions. This Order Form is subject to approval by West, a Thomson Reuters business ("West") in St. Paul, Minnesota, and is governed by Minnesota law. The state and federal courts sitting in Minnesota will have exclusive jurisdiction over any claim arising from or related to this agreement. Applicable sales, use, personal property, value added tax (VAT) or equivalent, ad valorem and other nixes tire payable by Subscriber. Subscriber may be charged interest for overdue installments and subscriptions and for other open account charges- If any installments, subscriptions, subscription services, CLEAR Charges or open account charges remain unpaid 30 days after becoming due, all unmatured installments, including all amounts that arc or would bccpme due and payable for the remaining tern of Subscriber's Subscriber Agreement, shall become immediately due and payable at the sole option of West. interest charged maybe adjusted to the then -highest current rate allowable on Minnesota contracts. This Order Form is non -transferable. All collection tees, including but not limited to attorneys fees, are payable by Subscriber. Transportation -and handling (FOB origin) charges will be added for print products. West may request a current financial statement and/or obtain consumer credit report on the undersigned individual to determine creditworthiness- West will only request Consumer credit information on the undersigned if the undersigned is applying for credit as an individual or if the undersigned's consumer credit inib mation is necessary for West to consider granting credit to the aforementioned company. If Subscriber inquires whether a credit report was requested, West will provide information of such, ifa report was received and the name, address and telephone number of the agency that supplied the report. Returns. If Subscriber is not completely satisfied with any print product received train West, the product may be returned within 45 days of the invoice date for a full refund or credit, in accordance with West's up to then -current returns policies. CLEAR Charges are non-refundable. CLEAR Products to be Lapsed Full Svc u CLEAR Products The Subscriber Agreement for Consolidated Lead Evaluation and Reporting (CLEAR) ServicesO and the applicable Schedule A price plan, for CLEAR Products and are hereby incorporated by reference and made part of this Order Form. in the event there is a conflict between the terms and conditions of the Subscriber Agreement and the terms and conditions of this Order Form, the terms and conditions of this Order Form shall control. Subscriber by his/her signature below, acknowledges his/her understanding and acceptance of the terms and conditions of the Subscriber Agreement. Signature X Date AUTHORIZED REPRESENTATIVE FOR ORDER FORM Printed Name Title Date ATTEST: WILLARD YAMAGUCHI, CITY CLERK Signature x For Credit Card Transactions only: Visa Master Card Am Ex Card # Expir, Date _ 'Total Amt. to Charge 3/17P O SAMinel 74R.dot ADDENDUM TO SERVICE AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND WEST GOVERNMENT SERVICES THIS ADDENDUM TO THE SERVICE AGREEMENT (the "Addendum") is made and entered into as of , 20_ ("Execution Date"), by and between the City of Vernon, a California charter city and municipal corporation ("Licensee" or "City"), and West Publishing Corporation d/b/a West Government Services, a Minnesota corporation ("West"), collectively referred to herein as the "Parties." RECITALS A. Licensee and West are entering into a Service Agreement, dated on or around the Execution Date of this Addendum (the "Agreement"); B. It is the intent of the parties that this Addendum be entered into simultaneously with the Agreement, and that this Addendum expressly modify the terms of the Agreement as set forth more particularly below. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions contained in this Addendum, the parties agree as follows: 1. Effect of Addendum. This Addendum modifies the terms of the Agreement and is made a part of and expressly incorporated into the Agreement. The parties agree that the obligations of the parties under the Agreement shall be governed by the terms set forth in both the Agreement and this Addendum. IN THE EVENT OF ANY MATERIAL DISCREPANCY BETWEEN THE EXPRESS PROVISIONS OF THIS ADDENDUM AND THE PROVISIONS OF THE AGREEMENT, THE PROVISIONS OF THIS ADDENDUM SHALL PREVAIL. 2. Term. This Addendum shall be effective as of the effective date of the Agreement, and shall continue in full force and effect for the duration of the term of the Agreement, and any extension thereof. 3. Notices. Except as otherwise set forth in the Agreement, all notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth below, as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. To Licensee: City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-1714 To West: Tom Palmer West Publishing Corporation d/b/a West Government Services 610 Opperman Drive, P.O. Box 64833 St. Paul, MN 33164-1803 4. Governing Law. This Addendum and the Agreement shall be interpreted and enforced Page 1 of 4 according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. 5. Independent Contractor. 5.1 West is and shall at all times remain, as to City, a wholly independent contractor. Any personnel performing services pursuant to the Agreement on behalf of West shall at all times be under West's exclusive direction and control. Neither City nor any of its officers, officials, employees, agents, or volunteers shall have control over the conduct of West or any of West's officers, employees, or agents except as set forth in the Agreement or this Addendum. West shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. West shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. 5.2 No employee benefits shall be available to West or its officers, employees, or agents in connection with the performance of this Addendum or the Agreement. Except for the consideration paid to West as provided in the Agreement, City shall not pay salaries, wages, or other compensation to West for performing services hereunder for the City. City shall not be liable for compensation or indemnification to West or its officers, employees, or agents for injury or sickness arising out of performing services hereunder which would be compensable under workers compensation insurance. 6. Intellectual Property Rights. West warrants that it owns or has the full authority and all associated intellectual property rights necessary to grant Licensee the rights and licenses set forth in the Agreement and this Addendum. At its own expense, West will hold harmless, defend and indemnify Licensee from any and all claims that the software, information and documents furnished or used pursuant to the Agreement or this Addendum infringes a U.S. Copyright or other intellectual property right of a third party, provided that Licensee gives West prompt written notice of such claims and permits West the sole right to control the defense of such claims. West's Duties and Obligations. West represents, covenants and agrees as follows: 7.1 There are no obligations, commitments, or impediments of any kind that will limit or prevent its performance pursuant to the Agreement and this Addendum. 7.2 West presently has no interest which would conflict in any manner with its performance as contemplated by the Agreement or this Addendum. 7.3 There is no litigation pending against West and West is not the subject of any criminal investigation or proceeding, and neither West nor its personnel, to its actual knowledge, have been convicted of a felony, any of which would have a material effect upon the performance of this Agreement. 8. Headings. Headings used in this Addendum and the Agreement are for convenience of reference only and shall not affect the interpretation of either document. 9. Severability. Whenever possible, each provision of this Addendum and the Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Addendum or the Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. 10. Licensee Not Obligated to Third Parties. Licensee shall not be obligated or liable under the Agreement to any party other than West. 11. Authority To Execute. The person or persons executing this Addendum on behalf of West warrants and represents that he or she has the authority to execute this Addendum on behalf of West and has the authority to bind West to the performance of its obligations under this Addendum. Page 2 of 4 [Signatures Begin on Next Page] Page 3 of 4 IN WITNESS WHEREOF, the parties have signed this Addendum as of the date written in the introductory clause. City of Vernon, a California charter city and municipal corporation Mayor / Mayor Pro-Tem ATTEST: Willard Yamaguchi, City Clerk West Publishing Corporation, d/b/a West Government Services, a Minnesota corporation By: Printed Name: Title: By: APPROVED AS TO FORM: Printed Name: Title: Laurence S. Wiener, City Attorney Page 4 of 4