FINAL+Signed+Contract+West.pdf

#215 - ONLINE LEGAL RESEARCH SUBSCRIPTION SERVICES - ND & West

ONLINE LEGAL RESEARCH SUBSCRIPTION SERVICES

MASTER CONTRACT # ND – 215

1. PARTIES

The parties to this Master Contract (Contract) are the state of North Dakota, acting through its Office of Management and Budget, North Dakota State Procurement Office (STATE), and West Publishing Corporation d/b/a West, a Thomson Reuters business having its principal place of business at 610 Opperman Drive, D5-S493, Eagan MN, 55123 (CONTRACTOR).

2. DEFINITIONS

a. Participating State means a State Entity that has indicated its intent to participate in this Contract by signing a Participating Addendum (Exhibit B).

b. Participating Addendum means a bilateral agreement executed by the CONTRACTOR and a Participating State (or a political subdivision with the consent of its State Procurement Official) that clarifies the operation of the price agreement for the State concerned (e.g. ordering procedures specific to that State) and may add other State-specific language or other requirements.

c. Purchasing Entity means a Participating State or other legal entity (such as a political subdivision properly authorized by a Participating State) that enters into this Contract.

d. State Contract Manager means the STATE’s designated Procurement Officer who will manage and approve any modifications throughout this Contract.

3. COOPERATIVE PURCHASING

This Contract is a cooperative purchasing Contract established pursuant to N.D.C.C § 54-44.4-13.

This Contract is made available to state entities, institutions under the jurisdiction of the State Board of Higher Education, other government entities (including counties, cities, townships, public primary and secondary educational entities, governmental boards and commissions), nonprofit entities established on behalf of public entities, tribal agencies, transportation providers under N.D.C.C § 39-04.2, and the International Peace Garden (hereafter known as “Ordering Agencies”).

Participation in this open-ended contract is not mandated; therefore, the estimated volume of this contract is not known. CONTRACTOR may contact the Procurement Officer for assistance in determining whether an entity is eligible to purchase under this Contract.

4. SCOPE OF WORK

CONTRACTOR, in exchange for the compensation paid by STATE, Participating State, or Purchasing Entity under this Contract, shall provide all online legal research subscription services on an as needed basis, at the sole discretion of the STATE, Participating State, or Purchasing Entity The Contract does not guarantee any minimum or maximum amount of the CONTRACTOR’s products/services that may be required under this Contract. The CONTRACTOR must be able to provide online legal databases / libraries subscription services of which all services proposed must be available; i.e. not in beta or test, and currently in production as proposed.

5. COMPENSATION

a. Contractual Amount

The Contractual Amount shall be paid according to the Compensation Details document included as Exhibit A.

1) Firm Price with Adjustment. Prices shall be firm for the initial Contract period, as stated in Exhibit A (up to 5 years), allowing for a price adjustment upon any renewals.

2) Price as a Ceiling. The Contract prices represent ceiling prices for the supplies and services priced in the Contract and at no time shall exceed three (3) percent annually for any price, be that custom or any of CONTRACTOR’s offerings.

b. Invoicing

The final cost set forth on each invoice shall be equivalent to the cost for each deliverable or service as specified in the Scope of Work. CONTRACTOR shall not submit an invoice for any deliverable or service specified in the Scope of Work that STATE has not fully accepted.

c. Payment

Payment made in accordance with this Compensation section shall constitute payment in full for the services and work performed and the deliverables provided under this Contract and CONTRACTOR shall not receive any additional compensation hereunder.

STATE shall make payment under this Contract within forty-five (45) calendar days after receipt of an approved invoice.

Payment of an invoice by STATE will not prejudice STATE’s right to object to or question that or any other invoice or matter in relation thereto. CONTRACTOR's invoice will be subject to reduction for amounts included in any invoice or payment made which are determined by STATE not to constitute allowable costs, on the basis of audits conducted in accordance with the terms of this Contract. At STATE’s sole discretion, all payments shall be subject to reduction for amounts equal to prior overpayments to CONTRACTOR.

For any amounts that are or will become due and payable to STATE by CONTRACTOR, STATE reserves the right to deduct the amount owed from payments that are or will become due and payable to CONTRACTOR under this Contract.

d. Travel

CONTRACTOR acknowledges travel expenses are covered by the Contractual Amount and shall not invoice STATE for travel expenses.

e. Prepayment

STATE will not make any advance payments before performance by CONTRACTOR under this Contract.

f. Payment of Taxes by State

STATE is not responsible for and will not pay local, state, or federal taxes. STATE sales tax exemption number is E-2001. STATE will furnish certificates of exemption upon request by

CONTRACTOR.

g. Taxpayer ID

CONTRACTOR’s federal employer ID number (FEIN) is: 41-1426973.

h. Purchasing Card

STATE, Participating State, or Purchasing Entity may make a payment using a government credit card. CONTRACTOR will accept a government credit card without passing the processing fees for the government credit card back to STATE, Participating State, or Purchasing Entity.

6. PURCHASE ORDERS

The STATE, Participating State, or Purchasing Entity require that there will be no minimum order requirement or charges to process an individual purchase order unless otherwise stated in special terms. The Contract number and Purchase order number(s) must appear on all invoices and CONTRACTOR’s Order Form.

7. TERM OF CONTRACT

This Contract term (TERM) begins on February 1, 2020 and ends on January 31, 2025.

a. No Automatic Renewal

This Contract will not automatically renew.

b. Extension Option

STATE reserves the right to extend this Contract for an additional period of time, not to exceed 12 months, beyond the current termination date of this Contract.

c. Renewal Option

STATE may renew this Contract upon satisfactory completion of the initial Contract term.

STATE reserves the right to execute up to four (4) options to renew this Contract under the same terms and conditions for a period of 12 months each.

d. Renegotiation Option

In view of the fact that it is unknown how long the products and services will be used by STATE and that STATE will require ongoing maintenance and support of the products for as long as the system is operational, therefore after completion of the initial term (Term) of this Contract including any extensions and renewals, STATE and CONTRACTOR may renegotiate this Contract upon mutual agreement of the parties.

e. Survivability

At the time of expiration or cancellation of the Contract, any existing multi-year agreements between CONTRACTOR and the STATE, Participating State, or Purchasing Entity, as allowed under the prices schedules, will remain in effect and continue to exist under the terms and conditions of the Contract, including payment for services, until the term expires as set forth in that multi-year agreement.

8. TERMINATION

a. Termination by Mutual Agreement

This Contract, or any agreement executed under this Contract, may be terminated by mutual consent of both parties executed in writing.

b. Early Termination in the Public Interest

STATE is entering into this Contract for the purpose of carrying out the public policy of the State of North Dakota, as determined by its Governor, Legislative Assembly, Agencies, and Courts. If this Contract ceases to further the public policy of the State of North Dakota, STATE, in its sole discretion, by written notice to CONTRACTOR, may terminate this Contract in whole or in part.

c. Termination for Lack of Funding or Authority

STATE, by written notice to CONTRACTOR, may terminate the whole or any part of this

Contract, or any agreement executed under this Contract, under any of the following conditions:

1) If funding from federal, state, or other sources is not obtained and continued at levels sufficient to allow for purchase of the services or supplies in the indicated quantities or term.

2) If federal or state laws or rules are modified or interpreted in a way that the services are no longer allowable or appropriate for purchase under this Contract, or any agreement executed under this Contract, or are no longer eligible for the funding proposed for payments authorized by this Contract.

3) If any license, permit, or certificate required by law or rule, or by the terms of this Contract, or any agreement executed under this Contract, is for any reason denied, revoked, suspended, or not renewed.

Termination of this Contract or any agreement executed under this Contract, under this subsection is without prejudice to any obligations or liabilities of either party already accrued prior to termination.

d. Termination for Cause.

STATE may terminate this Contract, or any agreement executed under this Contract, effective upon delivery of written notice to CONTRACTOR, or any later date stated in the notice:

1) If CONTRACTOR fails to provide services required by this Contract, or any agreement executed under this Contract, within the time specified or any extension agreed to by STATE; or

2) If CONTRACTOR fails to perform any of the other provisions of this Contract, or any agreement executed under this Contract, or so fails to pursue the work as to endanger performance of this Contract, or any agreement executed under this Contract, in accordance with its terms.

The rights and remedies of STATE provided in this subsection are not exclusive and are in addition to any other rights and remedies provided by law or under this Contract, or any agreement executed under this Contract.

e. Termination for Specific Products

In addition to other provisions in this Master Contract, the parties have the following rights and obligations with regards to the products available in this Master Contract. The relevant terms are categorized by the applicable license agreement.

f. Order Termination Under the Thomson Reuters General Terms and Conditions

Each order will become effective upon approval and acceptance by West in St. Paul, Minnesota, and will continue in force for the term set forth in an amendment or applicable Order Form/Order Notification to this Contract. Notwithstanding the foregoing, (i) West may terminate an order immediately upon giving written notice of termination to Subscriber if West reasonably believes that Subscriber's use of Data violates any applicable law or regulation or this Contract, or may result in a risk to public safety, including but not limited to the safety of private individuals; and

(ii) either party may terminate an order immediately upon giving written notice of termination to the other party if the other party commits a material breach of the General Terms and Conditions. Upon termination of an order, the Product Software licenses shall also terminate.

9. FORCE MAJEURE

Neither party shall be held responsible for delay or default caused by fire, riot, terrorism, acts of God or war if the event is beyond the party’s reasonable control and the affected party gives notice to the other party promptly upon occurrence of the event causing the delay or default or that is reasonably expected to cause a delay or default.

10. INJUNCTIVE RELIEF

CONTRACTOR shall immediately report to STATE any and all unauthorized disclosures or uses of STATE’s Confidential Information or Proprietary Information of which CONTRACTOR or its staff is aware or has knowledge. CONTRACTOR acknowledges that any unauthorized publication or disclosure of STATE’s Confidential Information or Proprietary Information to others may cause immediate and irreparable harm to STATE. If CONTRACTOR should publish or disclose such Confidential Information or Proprietary Information without authorization, STATE shall immediately be entitled to injunctive relief or any other remedies to which it is entitled under law or equity without requiring a cure period. CONTRACTOR shall indemnify, defend, and hold harmless STATE from all damages, costs, liabilities, and expenses (including without limitation reasonable attorneys’ fees) caused by or arising from CONTRACTOR’s unauthorized use or disclosure of STATE’s Confidential Information or Proprietary Information. As a condition to these indemnity obligations, STATE will provide CONTRACTOR with prompt notice of any claim of which STATE is aware and for which indemnification shall be sought under this Contract and shall cooperate in all reasonable respects with CONTRACTOR in connection with any such claim.

11. RIGHT TO WITHHOLD AMOUNTS OTHERWISE DUE IF THE CONTRACTOR IS IN BREACH

If CONTRACTOR fails to deliver deliverables or to provide Services which satisfy CONTRACTOR’s obligations under this Contract, STATE shall have the right to withhold any and all payments due under this Contract.

12. RIGHT TO REMEDIES AND CUMULATION OF RIGHTS

No remedy conferred by any of the specific provisions of this Contract is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Contract, now or in the future existing at law or in equity or by statute or otherwise.

13. NON-WAIVER

Either party’s failure to exercise any of its rights under this Contract, its delay in enforcing any right, or its waiver of its rights on any occasion, shall not constitute a waiver of such rights on any other occasion. No course of dealing by either party in exercising any of its rights shall constitute a waiver thereof. No waiver of any provision of this Contract shall be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced.

14. INDEMNIFICATION

CONTRACTOR agrees to defend, indemnify, and hold harmless the state of North Dakota, its agencies, officers and employees (State), from and against claims based on the vicarious liability of the State or its agents, but not against claims based on the State’s contributory negligence, comparative and/or contributory negligence or fault, sole negligence, or intentional misconduct. This obligation to defend, indemnify, and hold harmless does not extend to professional liability claims arising from professional errors and omissions. The legal defense provided by CONTRACTOR to the State under this provision must be free of any conflicts of interest, even if retention of separate legal counsel for the State is necessary. Any attorney appointed to represent the State must first qualify as and be appointed by the North Dakota Attorney General as a Special Assistant Attorney General as required under N.D.C.C. § 54-12-08. CONTRACTOR also agrees to defend, indemnify, and hold the State harmless for all costs, expenses and attorneys' fees incurred if the State prevails in an action against CONTRACTOR in establishing and litigating the indemnification coverage provided herein. This obligation shall continue after the termination of this Contract.

15. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION

a. CONTRACTOR, at its own expense, shall defend and indemnify STATE, Participating States, and Purchasing Entities against claims that products furnished under this Contract infringe a United States patent or copyright or misappropriate trade secrets protected under United States law.

b. As to any product which is subject to a claim of infringement or misappropriation, CONTRACTOR may (a) obtain the right of continued use of the product for STATE or (b) replace or modify the product to avoid the claim. If neither alternative is available on commercially reasonable terms then, at the request of CONTRACTOR, any applicable Software license and its charges will end, STATE will stop using the product, and will return the product to CONTRACTOR. Upon return of the product, CONTRACTOR will give STATE a credit for the price paid to CONTRACTOR, less a reasonable offset for use and obsolescence.

16. INSURANCE

CONTRACTOR shall secure and keep in force during the term of this Contract and CONTRACTOR shall require all subcontractors, prior to commencement of an agreement between CONTRACTOR and the subcontractor, to secure and keep in force during the term of this CONTRACT, from insurance companies, government self-insurance pools or government self-retention funds, authorized to do business in North Dakota, the following insurance coverages:

a. Commercial general liability, including premises or operations, contractual, and products or completed operations coverages (if applicable), with minimum liability limits of $1,000,000 per occurrence

b. Automobile liability, including Owned (if any), Hired, and Non-Owned automobiles, with minimum liability limits of $250,000 per person and $1,000,000 per occurrence

c. Workers compensation coverage meeting all statutory requirements. The policy shall provide coverage for all states of operation that apply to the performance of this Contract

d. Employer’s liability or “stop gap” insurance of not less than $1,000,000 as an endorsement on the workers compensation or commercial general liability insurance

e. Professional errors and omissions with minimum limits of $1,000,000 per occurrence and in the aggregate, CONTRACTOR shall continuously maintain such coverage during the Contract period and for three years thereafter. In the event of a change or cancellation of coverage, CONTRACTOR shall purchase an extended reporting period to meet the time periods required in this section.

The insurance coverages listed above must meet the following additional requirements:

a. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the CONTRACTOR.

b. This insurance may be in policy or policies of insurance, primary and excess, including the so-called umbrella or catastrophe form and must be placed with insurers rated “A-” or better by A.M. Best Company, Inc., provided any excess policy follows form for coverage. Less than an

“A-” rating must be approved by the State. The policies shall be in form and terms approved by the State.

c. The duty to defend, indemnify, and hold harmless the State under this agreement shall not be limited by the insurance required in this agreement.

d. The state of North Dakota and its agencies, officers, and employees (State) shall be endorsed on the commercial general liability policy, including any excess policies (to the extent applicable), as additional insured. The State shall have all the benefits, rights and coverages of an additional insured under these policies that shall not be limited to the minimum limits of insurance required by this agreement or by the contractual indemnity obligations of the

CONTRACTOR.

e. A Waiver of Subrogation” waiving any right to recovery the insurance company may have against the State.

f. CONTRACTOR shall furnish a certificate of insurance to the undersigned STATE representative prior to commencement of this agreement. All endorsements shall be provided as soon as practicable.

g. Failure to provide insurance as required in this agreement is a material breach of contract entitling STATE to terminate this agreement immediately.

h. CONTRACTOR shall provide at least 30 day notice of any cancellation or material change to the policies or endorsements. CONTRACTOR shall provide on an ongoing basis, current certificates of insurance during the term of the contract. A renewal certificate will be provided 10 days prior to coverage expiration. An updated, current certificate of insurance shall be provided in the event of any change to a policy.

17. SOFTWARE LICENSE

All ownership rights to CONTRACTOR’s software provided to STATE under this Contract (intellectual property owned by CONTRACTOR prior to performance of this Contract) shall remain with CONTRACTOR. If CONTRACTOR incorporates any of CONTRACTOR’s Software in any work product provided to STATE, CONTRACTOR agrees to provide written notice to STATE of its incorporation in the work product and to convey to STATE a non-exclusive, perpetual, cost-free license, and patent and copyright indemnity, for STATE to use that software for its intended purpose.

18. REPORTING

The CONTRACTOR shall submit quarterly reports to the STATE showing the quantities and dollar volume of purchases by each agency.

19. NOTICE

All notices or other communications required under this Contract must be given by registered or certified mail and are complete on the date postmarked when addressed to the parties at the following addresses:

STATE CONTRACTOR

Angie Scherbenske Alex Medrano Procurement Officer II Manager Government Contracts 14th Floor Capitol Tower 610 Opperman Drive 600 E. Boulevard Ave., Dept. 012 Office D5-S527 Bismarck, ND, 58503 Eagan, MN 55123

Notice provided under this provision does not meet the notice requirements for monetary claims against STATE found at N.D.C.C § 32-12.2-04.

20. CONFIDENTIALITY

CONTRACTOR shall not use or disclose any information it receives from STATE under this Contract that STATE has previously identified as confidential or exempt from mandatory public disclosure except as necessary to carry out the purposes of this Contract or as authorized in advance by STATE. STATE shall not disclose any information it receives from CONTRACTOR that CONTRACTOR has previously identified as confidential and that STATE determines in its sole discretion is protected from mandatory public disclosure under a specific exception to the North Dakota public records law, N.D.C.C. ch. 44-04. The duty of STATE and CONTRACTOR to maintain confidentiality of information under this section continues beyond the Term of this Contract.

21. COMPLIANCE WITH PUBLIC RECORDS LAWS

CONTRACTOR understands that, in accordance with this Contract’s Confidentiality section in this Contract, STATE must disclose to the public upon request any records it receives from CONTRACTOR. CONTRACTOR further understands that any records obtained or generated by CONTRACTOR under this Contract may, under certain circumstances, be open to the public upon request under the North Dakota public records law. CONTRACTOR agrees to contact STATE promptly upon receiving a request for information under the public records law and to comply with STATE’s instructions on how to respond to the request.

22. INDEPENDENT ENTITY

CONTRACTOR is an independent entity under this Contract and is not a STATE employee for any purpose, including the application of the Social Security Act, the Fair Labor Standards Act, the Federal Insurance Contribution Act, the North Dakota Unemployment Compensation Law and the North Dakota Workforce Safety and Insurance Act. CONTRACTOR retains sole and absolute discretion in the manner and means of carrying out CONTRACTOR’s activities and responsibilities under this Contract, except to the extent specified in this Contract.

23. ASSIGNMENT AND SUBCONTRACTS

CONTRACTOR may not assign or otherwise transfer or delegate any right or duty without STATE’s express written consent, provided, however, that CONTRACTOR may assign its rights and obligations hereunder in the event of a change of control or sale of all or substantially all of its assets related to this Contract, whether by merger, reorganization, operation of law, or otherwise.

Should Assignee be a business or entity with whom STATE is prohibited from conducting business, STATE shall have the right to terminate without cause.

CONTRACTOR may enter into subcontracts provided that any subcontract acknowledges the binding nature of this Contract and incorporates this Contract, including any attachments.

CONTRACTOR is solely responsible for the performance of any subcontractor with whom CONTRACTOR contracts. CONTRACTOR does not have authority to contract for or incur obligations on behalf of STATE.

24. SPOLIATION – NOTICE OF POTENTIAL CLAIMS

CONTRACTOR shall promptly notify STATE of all potential claims that arise or result from this Contract. CONTRACTOR shall also take all reasonable steps to preserve all physical evidence and information that may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and grants to STATE the opportunity to review and inspect such evidence, including the scene of an accident.

25. MERGER AND MODIFICATION, CONFLICT IN DOCUMENTS

This Contract, including the following documents, constitutes the entire agreement between the parties. There are no understandings, agreements, or representations, oral or written, not specified within this Contract. This Contract shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the STATE Contract Administrator.

Notwithstanding anything herein to the contrary, in the event of any inconsistency or conflict among the documents making up this Contract, the documents must control in this order of precedence:

a. STATE’s or Participating State’s Participating Addendum;

b. The terms of this Contract as may be amended;

c. West Price Schedule with Contract (Exhibit A);

d. CONTRACTOR’s documents (Exhibit C) identified as:

Thomson Reuters General Terms and Conditions

Product-Specific Terms

West Order Form

ProFlex Order Form (for multiple agency locations)

Special Offer Order Form (for select Westlaw, CLEAR, or other custom packages)

Account Validation and Certification (AVC) Form (account credentialing form required by law for access to CLEAR)

Addendum to AVC Form (for multiple agency locations)

Schedule A Plan 2 Westlaw Government Service (transactional rates for access to and usage of excluded content, features, and services)

Schedule A Plan 2 WestlawPRO (transactional rates for access to and usage of excluded content, features, and services)

CLEAR Services Schedule A (transactional rates for access to and usage of excluded content, features, and services)

No ordering form/document may alter or modify any of the terms contained in this Contract and its attachments. All automated end-user agreements (e.g., click-through, shrink-wrap, or browse-wrap) are specifically excluded and null and void. Clicking shall not represent acknowledgement or agreement to any terms and conditions contained in those agreements. Any provisions or terms in CONTRACTOR’s documents (Exhibit C) that conflict with any North Dakota statute or regulations shall have no force or effect.

26. UNANTICIPATED AMENDMENTS

If additional work is required within the scope of this Contract due to a legitimate unforeseen circumstance, STATE shall provide CONTRACTOR a written description of the additional work and request CONTRACTOR to submit a proposal for accomplishing the scope of work. CONTRACTOR will not commence additional work until STATE until all parties agree in writing.

27. CHANGE REQUESTS

The STATE reserves the right to request, during the term of the Contract, changes to the products offered. Products introduced during the term of the Contract shall go through a review process.

The STATE may request that products, other than those recommended, are added to the Contract.

In the event that the STATE desires to add new products and services that are not included in the original Contract, the Contract will be modified as mutually agreed in writing through an amendment. The STATE will negotiate the inclusion of the products and services with the CONTRACTOR. No products or services will be added to the Contract without the State’s prior approval.

28. PERSONNEL CHANGES

a. The CONTRACTOR must notify the STATE Contract Manager of changes in the CONTRACTOR’s key administrative personnel, in writing. This notice is only required if the change is for more than 10 (ten) consecutive work days excluding normal vacation leave.

b. Any substitution made pursuant to this paragraph must be of equal or higher skills, knowledge and abilities than those personnel originally proposed and that STATE’s approval of a substitution is not construed as an acceptance of the substitution’s performance potential.

STATE agrees that an approval of a substitution will not be unreasonably withheld.

c. ANY EMPLOYEE OF THE CONTRACTOR, WHO, IN THE OPINION OF THE STATE, IS

UNACCEPTABLE, SHALL BE REMOVED FROM THE PROJECT UPON WRITTEN NOTICE

TO THE CONTRACTOR. IN THE EVENT THAT AN EMPLOYEE IS REMOVED PURSUANT

TO A WRITTEN REQUEST FROM THE STATE CONTRACT, THE CONTRACTOR SHALL

HAVE TEN (10) WORKING DAYS IN WHICH TO FILL THE VACANCY WITH AN

ACCEPTABLE EMPLOYEE.

29. SEVERABILITY

If any term of this Contract is declared to be illegal or unenforceable by a court having competent jurisdiction, the validity of the remaining terms is unaffected and, if possible, the rights and obligations of the parties are to be construed and enforced as if this Contract did not contain that term.

30. APPLICABLE LAW AND VENUE

This Contract shall be governed by and construed in accordance with the laws of the State of North Dakota (the state sponsoring and administering the procurement) and litigated in the District Court of Burleigh County, North Dakota. Each party consents to the exclusive jurisdiction of such court and waives any claim of lack of jurisdiction or forum non conveniens. The construction and effect of any Participating Addendum or order against the Contract(s) shall be governed by and construed in accordance with the laws of the Participating Entity's State. Venue for any claim, dispute or action concerning an order placed against the contract(s) or the effect of a Participating Addendum shall be in the Purchasing Entity's State.

31. ALTERNATIVE DISPUTE RESOLUTION – JURY TRIAL

By entering into this Contract, STATE does not agree to binding arbitration, mediation, or any other form of mandatory Alternative Dispute Resolution. The parties may enforce the rights and remedies in judicial proceedings. STATE does not waive any right to a jury trial.

32. ATTORNEY FEES AND COSTS

In the event a lawsuit is instituted by STATE to obtain performance under this Contract, and STATE is the prevailing party, CONTRACTOR shall, except when prohibited by N.D.C.C. § 28-26-04, pay STATE’s reasonable attorney fees and costs in connection with the lawsuit.

33. NONDISCRIMINATION - COMPLIANCE WITH LAWS

CONTRACTOR agrees to comply with all applicable federal and state laws, rules, and policies, including those relating to nondiscrimination, accessibility and civil rights. (See N.D.C.C. Title 34 – Labor and Employment, specifically N.D.C.C. ch. 34-06.1 Equal Pay for Men and Women.)

CONTRACTOR agrees to timely file all required reports, make required payroll deductions, and timely pay all taxes and premiums owed, including sales and use taxes, unemployment compensation and workers' compensation premiums. CONTRACTOR shall have and keep current at all times during the Term of this Contract all licenses and permits required by law.

CONTRACTOR’s failure to comply with this section may be deemed a material breach by CONTRACTOR entitling STATE to terminate in accordance with the Termination for Cause section of this Contract.

34. STATE AUDIT

All records, regardless of physical form, and the accounting practices and procedures of CONTRACTOR relevant to this Contract are subject to examination by the North Dakota State Auditor, the Auditor’s designee, or Federal auditors, if required. CONTRACTOR shall maintain all of these records for at least three (3) years following completion of this Contract and be able to provide them upon reasonable notice. STATE, State Auditor, or Auditor’s designee shall provide reasonable notice to CONTRACTOR prior to conducting examination.

35. F.O.B. POINT AND FREIGHT

All commodities purchased through this Contract shall be Free on Board (“F.O.B.”) final destination, freight prepaid. Unless specifically stated otherwise, all prices offered must include the delivery costs to any location within the state of North Dakota, Participating State, or Purchasing Entity. Title shall pass to STATE, Participating State, or Purchasing Entity at destination, and the vendor shall be responsible for any freight claims.

36. INSPECTIONS

Goods furnished under this contract shall be subject to inspection and test by the Buyer at times and places determined by the Buyer. If the Buyer finds goods furnished to be incomplete or in compliance with proposal specifications, the Buyer may reject the goods and require CONTRACTOR to either correct them without charge or deliver them at a reduced price, which is equitable under the circumstances. lf CONTRACTOR is unable or refuses to correct such goods within a time deemed reasonable by the Buyer, the Buyer may cancel the order in whole or in part.

Nothing in this paragraph shall adversely affect the Buyer's rights including the rights and remedies associated with revocation of acceptance under the Uniform Commercial Code.

37. EFFECTIVENESS OF CONTRACT

This Contract is not effective until fully executed by all parties. If no start date is specified in the Term of Contract, the most recent date of the signatures of the parties shall be deemed the Effective Date.

38. OTHER WEST TERMS AND CONDITIONS

Eligibility—Available only to authorized Purchasing Entities as agreed upon by the terms of the Participating Addendum negotiated between the Participating State and West ("West"). The rates set forth hereunder are available only to government personnel accessing West products for government purposes.

Agency/Purchasing Entity Locations—Each agency/Purchasing Entity location must subscribe separately. Access is limited to the agency's personnel at that location.

Purchasing agencies/entities with multiple locations may purchase under the Custom Packages option (Option 6).

Authorized Users—Only users authorized to use West products by the agency/Purchasing Entity may access and use West products under the terms of the fixed-rate agreement, and such use must be solely for purposes directly related to the Purchasing Entity's research and work.

Passwords—Each user must be assigned a separate password. Passwords may only be used by the person to whom the password is issued. Sharing of Westlaw passwords between or among users is STRICTLY PROHIBITED. West reserves the right to issue additional passwords to the agency/Purchasing Entity if West learns that Westlaw has been used by a person other than the person to whom the password has been issued.

Password Rates—The Monthly Charge per User under the Per Password option will NOT be prorated. Requests for passwords bynewSubscribers or requests for additional passwords bycurrentSubscribers that are processed by West by the last day of a month will be billed the entire Monthly Charge per User for each password request duringsuch month. The Monthly Charge per User for Subscribers that elect to change from one option to another will be effective on the first day of the month following receipt and approval of the appropriate documentation by West.

Included and Excluded Charges—Agencies/Purchasing Entities will receive the content package as described in their West Order Form. Access to and usage of all other content, features, and services is excluded and will be billedseparately as excluded charges. Theexcluded content, features, andservices will be charged at the applicable rates (including applicable transaction, communications, and other associated charges, if any) for each library, feature, or service accessed according to the then-current terms and conditions as set forth in the then-current Schedule A.

West may, at its option, make certain content, features, and services excluded charges if West is contractually bound or otherwise required to do so by a contributor of data to West, or if the content, features, and services are enhanced or released after the effective date of any contract awarded to West pursuant to this proposal. Purchasing Entity will receive online notification and may have the option to change plans or terminate if a material change is made.

New Content, Features, Services, and Platforms—West reserves the right to charge for any new content, features, services, or platforms released during the term of this contract (whether "third- party" content or not), and such charges may be separate from and in addition to the Fixed Monthly Charge. Such charges (if any) shall not be greater than the charges at which such content, features, services, or platforms are made available to West's other government subscribers under West's then- current Government Price Plan.

If, however, any new content, features, services, or platforms released during the term of this contract are made generally available to government subscribers as part of their fixed rate agreement, West will also make these same new content, features, services, or platforms available to the agency/Purchasing Entity at no extra cost.

Credentialing Documents—Access to and usage of CLEAR requires completion of the then-current Account Validation and Certification (AVC) Form. (A sample of this document is included at the end of this renewal proposal.)

Contractor Information—Any contract resulting from this proposal will be with:

Legal Contracting Entity: West Publishing Corporation Doing Business As (DBA): West, a Thomson Reuters business Corporate Address: 610 Opperman Drive, Eagan, MN 55123 Remittance Address: P.O. Box 6292, Carol Stream, IL 60197-6292 Federal Tax ID #: 41-1426973

DUNS #: 14-850-8286

Cage Code: 89101 Company Size: Large

Participating Addendum—ParticipatingStates must first enter into a Participating Addendum with West in order to take advantage of the cost-effective pricing available through this Master Contract. After execution of a Participating Addendum, the State must send a copy to the Contact Administrator at North Dakota procurement.

Ordering Instructions—After a Participating Addendum has been executed, authorized agencies/Purchasing Entities may purchase products off the contract by contacting their West representative and executing the applicable West Order Form with the content/pricing option selected by the agency/PurchasingEntity.

Order Processing—Unless otherwise stated in the Order Form, service will begin the first day of the first month following receipt of the fully executed West Order Form, provided adequate time is available for implementing the contract. In general, to implement a contract, West must receive the Order Form no later than five business days prior to the end of the month preceding the start of service.

Signature Requirements—The applicable West Order Form and all related documentation must be signed by an authorized representative of the agency/Purchasing Entity.

Survivability—At the time of expiration or cancellation of the Master Contract ("contract"), any existing multi-year agreement between West and an agency/Purchasing Entity will remain in effect and continue to exist under the terms and conditions of the contract, including payment for services, until the term expires as set forth in the multi-year agreement.

Additionally, at the time of termination or expiration of a Participating Addendum, any existing multi- year agreement between West and a participating agency as allowed under the Master Contract, will remain in effect and continue to exist under the terms and conditions of the Master Contract, including payment for services, until the term expires as set forth in the multi-year agreement.

Offer Acceptance Period—The terms of this renewal proposal are valid for 60 days from the submittal date of this proposal.

CONTRACTOR

West Publishing Corporation

BY:

Alex Medrano

Manager Government Contracts

Date:

STATE OF NORTH DAKOTA

Acting through its Office Management and Budget, ND State Procurement Office

BY:

Angie Scherbenske

Procurement Officer II

Date: January 7, 2020

January 8, 2020

EXHIBIT A

West Price Schedule – Master Contract

West is the foremost provider of integrated information solutions to the U.S. legal market. West has been providing legal, government, law enforcement, and information professionals with the highest-quality legal, news, business, public records, and law enforcement information, and the most innovative technology solutions and tools to manage them, for more than 140 years.

WEST CONTENT OFFERINGS

West has designed this new contract to be similar to the contract that is currently in place between West and the State of North Dakota, while also addressing state and local agencies’ needs in a more streamlined model for ease of use and greater flexibility. We are confident this new schedule will provide agencies with maximum flexibility to pick and choose the option and/or package that is best suited to their specific end users’ needs.

Option 1—Legal Research. This option provides purchasing agencies the ability to pick and choose from two

(2) commonly requested online legal research packages (Options 1A-1C). Agencies may supplement these core legal research packages by choosing additional content from a select list of optional separately priced add-on libraries.

Option 2—Law Enforcement and Investigative Research. This option provides online access to CLEAR content sets for law enforcement personnel and investigators (Options 2A-2C).

Option 3—Patron Access. This option provides online access to legal resources via publicly accessible terminals.

Option 4—Correctional. This option provides online access to legal resources for inmates at correctional facilities.

Option 5—Print. This option provides print discounts and print programs to eligible purchasing agencies.

Option 6—Custom Packages. The custom packages offered as part of this option recognize that state and local agencies may have diverse and unique needs that cannot be met by the pre-packaged content sets provided by West’s Options 1-5. These custom packages provide maximum flexibility to purchase online information, print, and solutions that meet the unique research needs of individual agencies and end users.

Descriptions of the content included for each option and each optional add-on are provided below.

PRICING

West’s content offerings provide purchasing agencies with cost-effective pricing for access to a variety of packages of online information and functionality that assist users in their research. Detailed pricing for each option provided below.

Given the variety of options and packages available, it may be helpful to speak to a West representative who is specifically trained to help assess an agency’s unique needs. To discuss content and price options best suited to your agency’s needs, please contact your West government representative.

PARTICIPATION

Participating States must first enter into a Participating Addendum with West and be authorized by the North Dakota State Contract Administrator in order to take advantage of the cost-effective pricing available through this Master Contract.

AGENCY ORDERING INSTRUCTIONS

After a Participating Addendum has been executed, authorized state agencies and other eligible entities may purchase products off the Master Contract by contacting their West representative and completing the applicable West Order Form or Special Offer Amendment with the content/pricing option selected by the participating agency. Note that all POs must reference the Master Contract number.

Option 1—Legal Research (Per Password) Option 1 provides purchasing agencies the ability to pick and choose from two (2) different commonly requested online legal research packages (Options 1A-1C):

Option 1A: XX-State Primary Option 1B: National Primary Option 1C: National Primary with Westlaw Edge

(XX = State Abbreviation)

Agencies may supplement these core legal research packages by choosing additional content from a select list of optional separately priced add-on libraries, including the following:

State Analytical ALR, AMJUR, and CJS Analytical Plus Municipal Analytical Criminal Analytical

Briefs Pleadings, Motions, and Memoranda Jury Verdicts Trial Court Orders

Descriptions of the content included for each option and each optional add-on are provided beginning on page 25.

1A: XX-STATE PRIMARY

This option provides access to state-specific primary law content.

Option 1A: XX-State Primary (Monthly Per User Per Agency Location Pricing) Number of Users Year 1 Year 2 Year 3 Year 4 Year 5 1-25 $55 $57 $58 $60 $62 26-50 $54 $56 $57 $59 $61 51-75 $53 $54 $56 $58 $59 76 + $52 $53 $55 $57 $58

1B: NATIONAL PRIMARY

This option provides access to the National Primary collection.

Option 1B: National Primary (Monthly Per User Per Agency Location Pricing) Number of Users Year 1 Year 2 Year 3 Year 4 Year 5 1-25 $100 $103 $106 $109 $113 26-50 $98 $101 $104 $107 $110 51-75 $96 $99 $102 $105 $108 76 + $94 $97 $100 $103 $106

1C: NATIONAL PRIMARY WITH WESTLAW EDGE

This option provides access to the National Primary collection and includes Westlaw Edge.

Option 1B: National Primary (Monthly Per User Per Agency Location Pricing) Number of Users Year 1 Year 2 Year 3 Year 4 Year 5 1-25 $170 $175 $180 $186 $191

26-50 $167 $172 $177 $182 $188

51-75 $163 $168 $173 $178 $184

76 + $160 $165 $170 $175 $180

OPTION 1: OPTIONAL ADD-ON CONTENT

If an agency selects an Option 1 Legal Research package (1A-1B), the following optional separately priced add-on libraries are available. For any add-ons selected by the agency, the corresponding monthly per user charge will be added to the Legal Research package charge.

Option 1: Optional Add-On Content (Monthly Per User Per Agency Location Pricing) Library Name Year 1 Year 2 Year 3 Year 4 Year 5 State Analytical $20 $21 $21 $22 $23

ALR, AMJUR, and CJS $23 $24 $24 $25 $26

Analytical Plus $30 $31 $32 $33 $34

Municipal Analytical $14 $14 $15 $15 $16

Criminal Analytical $14 $14 $15 $15 $16

Briefs $20 $21 $21 $22 $23

Pleadings, Motions, and Memoranda $20 $21 $21 $22 $23

Jury Verdicts $20 $21 $21 $22 $23

Trial Court Orders $20 $21 $21 $22 $23

Option 2—Law Enforcement and Investigative Research (Per Password) Option 2 provides purchasing agencies the ability to pick from three different content sets for online investigative research (Options 2A-2C):

Option 2A: CLEAR for Skip Tracing Option 2B: CLEAR Investigations Basic Option 2C: CLEAR Investigations Advanced

A description of the CLEAR platform and information on each CLEAR option have been provided beginning on page 36.

Please note: If an agency should need additional users, please contact your local West representative to obtain discounted pricing under the Custom Packages option (Option 6).

2A: CLEAR FOR SKIP TRACING

This option provides access to CLEAR for Skip Tracing. The purpose of CLEAR for Skip Tracing is to provide a fast, efficient means of locating and verifying information on individuals.

Option 2A: CLEAR for Skip Tracing (Monthly Charge Per Agency Location Pricing)

Number of Users Year 1 Year 2 Year 3 Year 4 Year 5

1 $65 $67 $69 $71 $73

2B: CLEAR INVESTIGATIONS BASIC

This option provides access to CLEAR Investigations Basic for government agencies, investigators, and authorized users doing targeted investigations and due diligence into individuals and businesses. The purpose of CLEAR Investigations Basic is to provide skip-tracing/locate, fraud detection and prevention, and risk assessment and analysis. Note: Exclusive data sets (e.g., Real-Time Arrests, License Plate Recognition, Experian Business Credit Reports, World-Check) are available under the Custom Packages option (Option 6).

Option 2B: CLEAR Investigations Basic (Monthly Charge Per Agency Location Pricing) Number of Users Year 1 Year 2 Year 3 Year 4 Year 5 1 $110 $113 $117 $120 $124

2C: CLEAR INVESTIGATIONS ADVANCED

This option provides access to CLEAR Investigations Advanced, which includes not only the standard searching, reporting, and functionality that is available in CLEAR Investigations Basic, but also provides access to the TransUnion credit header gateway, Vehicles gateway, and Web Analytics. Note: Exclusive data sets (e.g., Real- Time Arrests, License Plate Recognition, Experian Business Credit Reports, World-Check) are available under the Custom Packages option (Option 6).

Option 2C: CLEAR Investigations Advanced (Monthly Charge Per Agency Location Pricing) Number of Users Year 1 Year 2 Year 3 Year 4 Year 5 1 $170 $175 $180 $186 $191

Option 3—Patron Access (Per Terminal) This option provides online access to state-specific cases and statutes via publicly accessible terminals. A description of the content included for this option is provided beginning on page 37.

Option 3: Patron Access (Monthly Per Terminal Per Library Location Pricing) Number of Terminals Year 1 Year 2 Year 3 Year 4 Year 5 1-6 $667 $687 $708 $729 $751

Please note: If an agency should need additional terminals beyond the six terminals priced herein, please contact your local West representative. Additional discounting may be available under the Custom Package option (Option 6). Please contact your local West representative for more information.

Option 4—Correctional (Per Terminal) This option provides online access to state primary law and analytical content for correctional facilities. A description of the content included for this option is provided beginning on page 38.

Option 4: Correctional Facilities (Monthly Per Terminal Per Facility Location Pricing) Number of Terminals Year 1 Year 2 Year 3 Year 4 Year 5 1-6 $491 $506 $521 $537 $553

Please note: If an agency should need additional terminals beyond the six terminals priced herein, please contact your local West representative. Additional discounting may be available under the Custom Package option (Option 6). Please contact your local West representative for more information.

Option 5—Print West will provide authorized Participating Agencies a discount of 10% off the purchase of eligible new print titles, with or outside of a Westlaw subscription.