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Home My WebLink About05-138 Resolution No. 05-138 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH THOMSON-WEST FOR WESTLAW ONLINE LEGAL RESEARCH BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Olufemi Folarin,City Manager,be and is hereby authorized and directed to execute an agreement on behalf of the City of Elgin with Thomson-West for Westlaw Online Legal Research,a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: April 27, 2005 Adopted: April 27, 2005 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Dolonna Mecum Dolonna Mecum, City Clerk WEST ORDER FORM FOR 1MTP4C$PRODUCTS 610 Oppernsan Drive 71-1011VISQ01 St.Paul,MN 55164-1803 Tel:651/6874000 WEST Accent it 1000403316 PO 0 Date Feb 04 20 Ors CITY or ELGIN L iAL DFPa CPRY Subscriber: Organization Name HALL and/or individual Nome • Addrees 160 DEXTER CT Suite City ELGIN State IL rip 6111210 co Telephaae d ( 647 ) 131.6100 New Accost Yes No x BM To Name DM To Address PS City ELGIN State IL Zip 60120 tts Order Cosfirmation Contact Rick Koval Order Confirmation E-Mail Password Coated Rink Koval E-Mail(far password delivery) Rep Name and# COLLEEN JACKSON,41148 Caatr.er Type(Ara se): Corp act �! Fir., Sob Aad_.._ Weed's*WestkwPRO Predates WestPat*Promotion Code; WPK3 Teta!0 of Mon !y Fall Svc 0 WeatlawPRO Products Pasawerde Base Rate User Rate Ott Wes!Mon_ 40272074 Local Government - 3 MEM 873 .40% 563.60 Noss(including KeyCodes); Toad Monthly Charges S 663.60 Westfack Pr me and CD-ROM Products -Qwntity of Wes*Paek Ti1Mo- List/CD-ROM Tad /CD- - Pall Eve N WestPack PriMt old CD-ROM Predicts New* ExisWg•' Chances _ Other ROM Charges 2101274 iL Compiled 1i6alrins 1 ! 21004668 MoQtdllin Municipal Corporations 1 . _ Total Charges 0.00 This is a new title for Subscriber or Subsarber=intake an existing subscription to this WestPack title wad desires additional copy(ia)—ship and caw subscription(s)for the requested title. as Subscriber maintains existing subscription(s)to this WestPack title do not ship. Monthly WestlawPRO Charges and CD-ROM Charges for the product elected above are billed on the date West processes Subscriber's order and continue forth* term elected below Subscriber with bis/ber initials below (the 'Term") for its WestlawPRO subscripdom 1f, notwitalsoding anything oorazioed is the "Subscriber Agreement"(as defined herein)to the contrary,Subscriber agrees to commit to a term of 24 months or 36 months,any increases in Subsaiber's Monthly WestiewPRO Charges shall be limited as set forth below. Subscriber also agrees to maintain all subscriptions to the WestPack print products(new and/or existing as set forth above)during the Teem and the charges for Subscriber's WestPack products(both initial print charges"initial WestPae#c Charges"and pritt,and CD-ROM subscription services charges including CD-ROM Cites"WestPack Subscription anneal shaft be disoonated as set forth below. Upon 4111L '121 J., PAGE 1 OF 9 WEST ORDER FORM FOR WSST?IC,MPRODUC'TS 610 Opperman Drive T84C7'MS«N St.Paul,MN 55164-1803 .•.• �.--w Tel;651/667-0000 WEST Account M 1000403374 PO t# Date Feb 28 20 05 CITY 6FkLOIN LEGAL DEPT CITY `"'- Subscriber: Orpulzatiou Name NALL a*dlor LdMduai Name • • Address 130 DEXTER CT Saito N �1 City ELGIN Stale IL Zip 00128 Tel•Proae 6 ( 847 ) 9314100 New A000ust Yes No x Bill To Name Hill To Address City ELGIN State IL 7Ip 80120 Ps Order Confirmation Contact Rick Kenai Order Confirmation E-Mall • Password Contact Rich Kozel F-Mall(ibr password delivery) • Rep Name rad tM COLLEEN JACKSON,41748 Cbbmcr Tyne(rhea we) Carp l,er* " *r. trek— Mad 111111111_ WeelPadt WesdawIRO Pred eb Westyack Promotion.Code: WPK3 Total I of Monthly Beaded/ Per Toad Monthly nil Svc N Wesdawl'RO Products roamer* Base Rate User Rate Other WertlawPA[O Clones 40331223 Illinois Briefs Plus MS 423 -40% 1 253.00 Notes(Meludiee KS)Cedae}. Total Monthly Charges S 253.30 ,.. �.. ,Prin ROM J of W.etFaek Tidler- l BCD ROM Total Llett(.'D- Full Svc 0 WeetPeek Print sad CD-• I Products New• • •• Cho Other R I _1_808080 Otata Aorraaig■Foal Ct t ,� 21081301 Fad Chi Jfidldel PI=4_BIilst 1 171111.11 F.B delta 1 18Et4184 L Court Rain Cihrart_ 1 18468382 IL Court Rube Si and Fed 1 13075184 Blele and Kcal duet ply WAD 40) 1 • Total Charges 0.00 ' This is a new title for Subscriber or Subeaiber maintains an existing atbetiption to this W.etPack title and desires addttiorrl eopy(ies)-ship and enter subsa doa(s)for the requested tide. ee Subscriber amnesiac misting subscripdods)to this WortPsck tide-do net ship. Monthly WeelawPRO Chorea and CD-ROM Chscges for the product elected above are billed on the date Wert processes Subscriber's order and conduue loathe tam elected below Subscriber with btalher initials below(the "Term') for its Weseise/PRO snbsaiption• It notwithstanding=Ages oontaitsd to the "Satbsadber Agreement"(as defined herein)to the contrary,Subscriber agrees to commit to a term of 24 maths or 36 moods,any increases in Subscriber's Monthly WestlawPRO Charges shall be ttodaed as set forth below. Subscriber also agrees to maintain all subscriptions to the Wattled;prink products(new and/or existing as set fog above)during the Term and the charges for SubscrIer's WestPeck products(both initial paint charges Initial WesePadr Charges"and print and CD-ROM subetripdon mica charges including CD-ROM C heryee'West/back Subscription Charges")shall be dieooneted ea set forth below. Upon &one 421.L.. PAGE 2 OF 9 WEST ORDER FORM FOR WESTPACK PRODUCTS 610 Opperman Drive THOMSC�N St.Paul,MN 55164-1803 Tel:651/687-8000 WEST Account# 1000493376 PO# Date Feb 28 20 05 CITY OF ELGIN LEGAL DEPT CITY Subscriber: Organization Name HALL and/or Individual Name * Address 150 DEXTER CT Suite# City ELGIN State IL Zip 60120 Telephone ( 847 ) 931-6100 New Account Yes No x Bill To Name Bill To Address "" City ELGIN State IL Zip 60120 pq Order Confirmation Contact Rick Kozal Order Confirmation E-Mail Ka¢alrecityyo(elgin.org Password Contact Rick Kozel E-Mail(for password delivery) Kozel recityofelgin.org Rep Name and# COLLEEN JACKSON,41748 Customer Type(check oae): Corp Govt x Firm Sob Arad 1 WestPack WestlawPRO Products 1 1 WestPack Promotion Code: WPK3 Total#of Monthly Banded/ Per Total Monthly Full Svc# WestlawPRO Products Passwords Base Rate User Rate Other WestlawPRO Charges 1 40362002 1 Legal Research Library I $338 1 -40% 1 202.80 l INotes(including KeyCodes): Total Monthly Charges$ I1 WestPack Print and CD-ROM Products I -Quantity of WestPack Titles- List/CD-ROM Total List/CD- Full Svc# WestPack Print and CD-ROM Products New* Existing** Charges Other ROM Charges 21012874 IL DECKS St113 1 1 Total Charges 0.00 * This is a new title for Subscriber or Subscriber maintains an existing subscription to this WestPack title and desires additional copy(ies)—ship and otter subscription(s)for the requested title. ** Subscriber maintains existing subscription(s)to this WestPack title—do not ship. Monthly WestlawPRO Charges and CD-ROM Charges for the product elected above are billed on the date West processes Subscriber's order and continue forthe term elected below Subscriber with his/her initials below (the "Term") for its WestlawPRO subscription. If, notwithstanding anything contained in the "Subscriber Agreement"(as defined herein)to the contrary, Subscriber agrees to commit to a term of 24 months or 36 months,any increases in Subscriber's Monthly WestlawPRO Charges shall be limited as set forth below. Subscriber also agrees to maintain all subscriptions to the WestPack print products(new and/or existing as set forth above)during the Term and the charges for Subscriber's WestPack products(both initial print charges"Initial WestPack Charges"and print and CD-ROM subscription services charges including CD-ROM Charges"WestPack Subscription Charges")shall be discounted as set forth below. Upon .17� J . PAGE 3 OF 9 =elusion of the Term elected below,Monthly WestlawPRO Charges and WestPack Subscription Charges are billed thereafter at then-current rates. Excluded Charges and Monthly WestlawPRO Charges(after the Term)may be modified as set forth in the"Subscriber Agreement". Subscriber's Initials far 12,24 or 36 mouth term for WestlawPRO and WestPack Print and CD-ROM Products and associated WestPack discounts and limits on Monthly WestlawPRO Charges. 12 Month Term for WestlawPRO,WestPack Print and CD-ROM Products—20%WestPack Print and CD-ROM Product discount(new and existing) 24 Month Term for WestlawPRO,WestPack Print and CD-ROM Products—30%WestPack Print and CD-ROM Product discount(new and existing)— Monthly WestlawPRO Charges for second 12 months not to increase by more than %over Monthly WestlawPRO Charges for initial 12 months. 36 Month Term for WestlawPRO,WestPack Print and CD-ROM Products—50%WestPack Print and CD-ROM Product discount(new and existing)— Monthly WestlawPRO Charges for second 12 months not to increase by more than %over Monthly WestlawPRO Charges for initial 12 months and Monthly WestlawPRO Charges forAird 12 months not to increase by more than %over Monthly WestlawPRO Charges for second 12 months. Subscriber's Initials attorneys or corporate users are employed by Subscriber at the location identified above. 1 Internal Corporate Use Only I BND I Technical Contact for Westlaw Patron Access,Westlaw Correctional Facilities and Westlaw Campus Name(please print): Telephone: E-Mail Address: Current Account#: Subscriber's Initials terminals will be used for Patron Access/Correctional Facilities. 1 I Westlaw Campus Number Annual Per FTE Monthly Westlaw Full Svc# Westlaw Campus of FTE's Rate Annual Charge Campus Charge I I I I I 1 +12 I Westlaw Campus annual billing(please check if requested) IWestlaw Passwords and QuickView+ I I Issue Westlaw Passwords to: Name(last,first,middle initial) Atty Lib Para Other Product Subscriber shall authorize which Westlaw password(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 the accuracy of charges or other information on QuickView+. Authorized QuickView+Password Holder Password _ Authorized Acct.# II Additional WestlawPRO Products I 1 Total#of Mo.Banded/ Per Total Monthly Full Svc# WestlawPRO Products Passwords Base Rate User Rate Other WestawPRO Charges 40272274 MUNICIPAL FORMS 3 40 10 -40% $42 40272278 ZONING AND LAND USE 3 80 20 -40% $84 40272279 EMPLOYMENT 3 80 20 -40% $84 40272280 WESTNEWS 3 20 _ 5 , -40% $21 1 Notes:TOTAL COLUMN$231 I Total Monthly Charges:$ I1/I PAGE 4 OF 9 421'4 ' L Monthly WestlawPRO Charges for the WestlawPRO products elected above are billed on the date West processes Subscriber's order and continue for the Term elected below by Subscriber with his/her initials below. If,notwithstanding anything contained in the"Subscriber Agreement"to the contrary,Subscriber agrees to commit to a Term of 24 months or 36 months, any increases in Subscriber's Monthly WestlawPRO Charges shall be limited as set forth below. Upon conclusion of the Term elected below, Monthly WestlawPRO Charges are billed thereafter at then-current rates. Excluded Charges and Monthly WestlawPRO Charges(after the Term)may be modified as set forth in the"Subscriber Agreement'. Subscriber's Initials for 24 or 36 Month Term and associated limits on Monthly WestlawPRO Charges: 24 Month Term for WestlawPRO Products—Monthly WestlawPRO Charges for second 12 months not to increase by more than °,/,over Monthly WestlawPRO Charges for initial 12 months. 36 Month Term for WestlawPRO Products—Monthly WestlawPRO Charges for second 12 months not to increase by more than %over Monthly WestlawPRO Charges for initial 12 months and Monthly WestlawPRO Charges for third 12 months not to increase by more than %over Monthly WestlawPRO Charges for second 12 months. Non-WestPack Print Products f Full SVC# Non-WestPack Print Products Quantity List Charges Other Charges INotes: Total Charges S Terms of Payment far Prima Products. West's standard tams of past for print Products purchased at net 30 days. West may elect to accept infallm d payments on the purchase price. Installment payment terms are S per month plus tax for approximately months until the purchase price,plus my additional amounts under this Order Form,is paid in full. Interest is waived on all installments of 12 or 24 months. Subscription Service. Subscription service may consist of updates and supplements to the service,as follows:(a)CD-ROM Libraries:updated,replacement or supplemental CD-ROMs and online updates, and other related supplemental material; (b) 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 then-current rates. Subscriber hereby requests that West provide subscription services for the herein-described products at then-current rates until such subscription services are cancelled by West or cancelled upon written request by Subscriber(or as provided for in the Subscriber Agreement for CD-ROM products). General Provisions. This Order Form is subject to approval by 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 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,Westlaw Charges or open account charges remain unpaid 30 days after becoming due,all unmatured installments,including all amounts that arc or would become due and payable for the remaining term of Subscriber's Subscriber Agreement,shall become immediately due and payable at the sole option of West. Interest charges 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 charges will be added for print products. West may make credit investigations it deems appropriate including the request of a consul/her credit report from a credit reporting agency on any individual identified in this Order Form. 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 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 then-current returns policies. Westlaw Charges are not refundable. The Subscriber Agreement for Westlaw and CD-ROM Libraries, the applicable Schedule A price plan ("Subscriber Agreement") 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 and conditions of this Order Form, the terms and conditions of this Order Form shall control. Subscriber, by his/her signature below,ac 'lag and acceptance of the terms and conditions of the Subscriber Agreement. � _' Signature X _ _ Date AUTHORIZED REPRESENTATI O t '.: R FORM CITY : ' GIN Printed Name R3,.OLUFEMI FOLARIN_ T ANAGER Date ' . i 2 Signature X l` For Credit Card Transactions on' Visa _ Mas - 1 _ American Express Card# _ Exp.Date — r. .1/1 MK 21.J..s PAGE 5 OF 9 • • Schedule A to Westlaw. Subscriber Agreement Plan 1 Private Service V' Upon accessing West law, a user may elect either hourly or C. Online Citation Checking Charges transactional baling in the Options Directory for the WestMate and the Citation Service Charge Per Citation westlaw.com platforms. Such billing election will be effective for all KeyCiteTM $4.25 subsequent sessions unless the election is changed within the same RIA-Cite 4.25 access platform. The SUBSCRIBER Database lists the hourly baling classifications, transactional charges and per document charges for QuickCite creates a search query which will result in a each database. search charge. No separate online citation checking charges apply. No offline transmission charges apply. 1. Hourly Charges A. Hourly Database Charges Hourly Rate D. QUOTE Charges .15 per entry L Combination Databases $54 II. Highlights Databases 182 3. Subscription Charge.$150 per month III. Basic Databases 196 Iv. Westlaw Standard Databases 345 4. Minimum Charge.$585 per month v. Westlaw Standard Databases-Codes 413 vi. Deluxe Databases 498 All charges apply to the monthly minimum charge except vii. Specialty Databases 504 subscription, paragraph 11 Westlaw Public Records transaction, viii. Premium Databases 564 Company Profiles Database, Derwent World Patents Legal bt. 1 a Databases 717 Database, DIALOG° Databases, Dossier Databases, AMA= x. Multi-Search Databases 763 ATLAS Database and PDF charges. Amounts bided as part of xi. Super Aiffile Databases 870 the monthly minimum charge which exceed the actual charges for xii. Select Databases 995 the month will be credited against actual charges In excess of the xiil. ResultsPlus Standard 431 monthly minimum charge in subsequent months. Unused credits xiv. ResultsPlus Premium 705 expire annually upon the anniversary date of the Subscriber xv. ResultsPlus Angles 896 Agreement. Credits are not transferable and will be cancelled upon termination of the Subscriber Agreement or adoption of a B. Connect Time and Communications Charges different Schedule A. L Connect Time.$37 per hour. Ii. Communications Charges.$13 per hour. 5. Volume Discount Connect time and communications charges begin when a Monthly Monthly password is transmitted and end when the Westlaw Charges Volume Discount telecommunications link is disconnected -they apply to the $0-$12,500 0% entire Westlaw session, excluding offline transmission, 12,501-25,000 4% offline automated citation checking,Duns Business Records 25,001-50,000 6% Plus,WestDockets,and the SUBSCRIBER Database(when 50,001-75,000 8% accessing Westlaw via transactional billing). 75,001-100,000 10% 100,000+ 12% 2. Transactional Charges A. Search Charges Volume discounts are calculated on a monthly basis and are Each search query will incur a search charge. Search based on Subscriber's average Westlaw Charges from Initial charges range from $0 to $197 per search. The search three of the four months prior to the month in which the charge applicable to each database is available in the discount(s) will be applied. Monthly volume discounts are not SUBSCRIBER Database. For sales tax purposes only, a cumulative and are applied at each level of Westlaw Charges percent of each search charge is allocated to incurred.All Westlaw Charges,after applicable credits,that count communications. toward the monthly minimum charge are eligible for volume discounts. Search charges for multiple database searches are discounted as follows: 6. Offline Transmission Charges A user may elect either per lute or per document offline 1 database No discount transmission billing in the Options Directory. Such election will be 2-3 databases 10%discount effective for all subsequent sessions unless the election is 4-10 databases 20% changed. Offline transmission charges apply to all printing and 11+databases N/A downloading to storage devices and facsimile machines, unless otherwise indicated. B. Online Find Charges Rate Rate Per Find(includes Primary Law and Factiva) $6.00/document Per Line Document Find(includes Secondary Law end WestDockets) 10.00/document Find(BNA,RIA&PastStat Locator) 15.00/document Westlaw Public Records Databases $.03 $1 Find(Results Plus) 12.00/document Briefs .03 15 Find(Briefs and Trial Documents) 40.00/document DIALOG on Westlaw Databases N/A 6.50 Find(Depositions) 95.00/document Selected databases up to.65 up to 50 Find by Title' N/A Factiva on Westlaw Databases .03 6.50 All other databases .03 6.50 'Find by Title creates a search query which will result in a search charge. No separate Find transactional charge will apply. See SUBSCRIBER Database for detailed pricing. PAGE 6 OF 9 • 7. WestCheck and ftnd&prtnt.com Charges Company Relations $2.35 Citation Service Charge Per Citatton Per company-250 companies maximum KeyCite $4.25 (250 companies or more-no additional charge) Table of Authorities 1.00 Branch locations 2.35 CluoIeRighlw 7.00 Per location-250 locations maximum Find 12.50-101.50 (250 locations or more-no additional charge) Find(Selected databases) 25.00-60.00 'Minimum fee of$15.75 per search. Find(Depositions)-find&print.com only 101.50 Content Verification .50 12. Company Profiles Database Charges No offline transmission charges apply. Index Search $0 Company Profile 35 per report 8. Training Charges ResultsPlus 40 per report Onsite training and training at West Information Centers will be provided at no charge. Of line transmission charges apply to citations fist but do not apply Company Profiles reports themselves. 9. Alert Services Charges WESTCflp 13. DIALOG on Westlaw Charges Non Continuous The SUBSCRIBER database lists the hourly database Continuous Clipping $4.50 per day per search classification, transactional search charges and any applicable BNA Clipping $14.00 per transaction Per document and images charges for each DIALOG Database or KeyCite Alert Non-continuous Clipping $5.50 per transaction Additional Terms. Certain DIALOG Databases are subject to Continuous Clipping $8.00 per day per transaction additional terms and conditions as set forth in the most current Database and DIALOG per document charges apply to the online Database Supplier Terms and Conditions, which are available display of WESTCIip results. Find charges and charges online. associated with documents viewed from KeyCite Alert results 14` WestDockets Charges shall apply. Conned time and communications charges do not apply during transactional billing sessions. Offline transmission The following charges apply in lieu of hourly and transactional charges do not apply to WestCflp cite lists (excluding BNA) or charges: KeyCite Alert. Search $7 per transaction View document 5 per document 19. Images Charges Update document 2 per document Printed or WestDockets Alert 4 per transaction View Online Downloaded DIALOG on Westlaw Databases $4 $4 15. Dossier Databases Charges AN other databases 0 0 Person Profile(cite list) $35 per search Otfline transmission charges apply to text printed with images,but Person Profile Report 40 per report not to the images themselves. Communications changes do not Company Records Scanner(cite list) 25 per search apply during transactional billing. Company Records Scanner Report 50 per report 11. Westlaw Public Records Charges No otftrne � charges apply. The Scope screen for each Westaw Public Records Database 16. PDF Charges lists its database classification for hourly billing. The search charge applicable to each Westlaw Public Records Database is ResultsPlus Investext $14.95 per 1'page available in the SUBSCRIBER Database. Additional charges for (Each additional page) 9.95 per page third party services may apply. The following transaction charges Investext 9.95 per page apply in addition to the hourly and transactional charges: Attorney Medical Advantage 225.00 per image Charge Per Detail Patent Image 3.00 per image Record Viewed Briefs 25.00 per image Delaware Corporate Records $9.00 WestUOckets PDF 4.00 per image No offline transmission charges apply. D&B Alert Charge Per Entry $5.00 17. West Reporter Images The following apply in lieu of hourly and transactional West Reporter Images $10 per image charges: No offline transmission charges apply. Charge Per Document Duns Business Records Plus* Business Record&Full Financial $128.90 Business Information Report(domestic) 110.00 Business Information Report(international) Africa 443.00 Middle East 443.00 Asia Pacific 443.00 Latin America 340.00 Europe 288.00 Canada 144.00 Comprehensive Report 129.50 Family Tree Report 60.10 Business Record&Financial Abstract 60.10 Business Record 35.70 Business Abstract 23.35 Family Member Profile 9.80 2/1/05 SAMInet 53.dot PAGE 7 OF 9 Subscriber Agreement for Westlaw® and CD-ROM Libraries AGREEMENT entered into between'Subscriber as set forth on the West order form (e) Rights in Data. Except for the Fcer►se granted in this Agreement,all right,tide and interest ('Order Fomi')and West,a Thomson business('West'),regarding Westlaw and/or CD- in the Data,in all languages,formats and media throughout the work/,including all copyrights,are ROM Libraries,as fod0ws: and will continue to be the exclusive property of West and other contributors('Contributors'). The 1. Westlaw and CD-ROM Libraries. Subscriber may subscribe to Westlaw, West's CD-ROM Data architecture, including the fommat, layout and data structures, are proprietary. computer assisted legal research service,via certain packaged Westlaw Schedule A price Subscriber may not reverse engineer or otherwise attempt to discern such proprietary archftecture. plans,and/or CD-ROM libraries('Libraries')by submitting a then-current Order Form. All The CD-ROMs and West Software,as defined herein,are and will remain the exclusive property of Library subscriptions shall include access to Westtaw. Wesdaw and CD-ROM Libraries are West,is of bates and software owners. licensed to Subscriber subject to the terms and conditions of this Agreement,the Order 3. West Proprietary Data. West grants a non-exclusive, non-transferable, limited license to Form,the applicable Schedule A or as otherwise agreed by the parties in writing. This individual users within Subscriber entities to store and use West-proprietary Downloaded Weir Agreement supplements but does not supersede any Westlaw Subscriber Agreement in Data and CD-ROM Data(i.e.,documents not licensed by West from third parties)in a searchable effect between Subscriber and West as of the effective date of this Agreement('Existing database maintained in connection with an ongoing project of the user('Project Database). Such Westlaw Agreement'). database must consist preponderantly of users'work product with access limited to those internal 2. License. users actively working on the project. The West-proprietary Downloaded Data may be maintained in (a) Grant Subscriber is granted a non-exclusive,non-transferable,limited license the Project Database so long as the project remains active or until any termination of the Subscriber to access Westlaw and the CD-ROM Lbrary(ies)to which Subscriber subscribes. Such Agreement,whichever occurs first. Retention of Downloaded Data in a Project Database after the license includes the right to access data made available on Westlaw(Westlaw Data')and project ends, in an archival database as used as a research tool or in a database accessible to data contained in the CD-ROM tingles)('CD-ROM Data;collectively'Data'which external users is prohibited. West further grants to Subscriber a limited, non-exclusive, non- includes'Downloaded Data'as defined below). Subscriber may use the Data internally transferable license to include West-proprietary Downloaded Data in briefs prepared for a specific solely in the regular course of legal and other research and related work. Except as cause of action for a specific court in an electronic format.Distribution or desemination of such West- otherwise provided with respect to certain Westlaw Data,the license includes the right to proprietary Downloaded Data in connection with or as part of a brief is limited to the court before download and temporarily store insubstantial portions of Data Data')to a which the cause of action is to be heard,the parties to the cause of action,or their representatives. storage device under Subscribers exclusive control solely(i)to display internally such Any further distribution is prohibited without written permission of West West-proprietary Downloaded Data and(it)to quote and excerpt such Downloaded Data(appropriately cited Downloaded Data included in such briefs must retain West copyright notices and indicate that use of, and credited)by electronic cutting and pasting or other means in memoranda,briefs and distribution and dissemination to the permitted parties is with the permission of West similar work product created by Subscriber in the regular course of its research and work. 4. West Software and westlaw.comTM. Subscriber may also create printouts of Data for internal use and for distribution to third (a) West Software. West may make available to Subscriber, on a subscription basis, parries if such third parties agree not to further distribute the printouts. software for use in connection with Westlaw("Westlaw Software')or to access third party gateway (b) Limitations. Subscriber may not copy, download, store, publish, transmit, services and certain Westlaw Features not available when accessing Westlaw with CD-ROM transfer,sell or otherwise use the Data or any portion of the Data,in any form or by any software('CD-ROM Software'inducting,but not limited to PREMISE®,LawDesk and Folio®used means,except()as expressly permitted by this Agreement,(n)with West's prior written to access the Libraries).Subscriber hereby subscribes to Westlaw Software and CD-ROM Software Permission, or(m) if not otherwise expressly prohibited by this Agreement or by the (collectively'West Software')and updates and accompanying documentation as indicated on the 'Additional Terms' (as defined below), as allowed under the fair use provision of the Order Form. West Software will be licensed under a license agreement which will accompany the Copyright Act(17 U.S.CA.§107).Downloaded Data shall not be stored or used in an West Software.By using the West Software(inducting each update)and taking such other action as archival database or other searchable database except as expressly permitted by this may be referenced in the license agreement as constituting acceptance,Subscriber agrees to be Agreement or as quoted in Subscribers work product Subscriber shad not set,license or bound by the terms and conditions of the accompanying license agreement ff Subscriber does net distribute Data(including printouts or Downloaded Data)to third parties or use Data as a so agree, Subscriber must return any tangible copies of the West Software in its possession or component of or as a basis for any material offered for sate,license or distribution. control. (c) Westlaw.Westlaw consists of various West-owned and third party databases, (b) westlaw.com. westlaw.com is an Internet-based service that provides access to services, functions and remotely-accessed gateways(collectively'Features")which may Westlaw. West grants Subscriber a non-exclusive, non-transferable, limited license to use change from time to time.Access to certain Features may be restricted. Certain Features westlaw.com(including all versions and updates). Subscriber may not reverse engineer,decompile, are licensed subject to paragraphs 3,6 and 8 which take precedence over the license disassemble or otherwise attempt granted in this paragraph or additional terms('Additional Terms),which apply to certain to discern the the components on n s the stlaw.com. of bsc fiber mhm,nor may Subscriber reproduce all or any portion of the cormporhents of westlaw.00m. Subscriber may use third-party Features and are different from those set forth in this Agreement.Subscriber will Westtaw Data cached in Subscribers local disk drive solely in support of its use of westfaw.com, be given an opportunity to review Additional Terms by receiving notice of such Additional Certain software used by Subscriber may not be capable of supporting westlaw.com. The Terms in writing or online.Additional Terns may be modified effective upon West giving performance of westlaw.com varies with the manufacturers'equipment with which it is used. Subscriber notice(in writing or online)of the modification.By using Features governed by 5. Charges and Modification of Charges. Charges payable for access to Westlaw('Westlaw Additional Terns, Subscriber agrees to, and will be obligated to amply with, all such Charges')will be as stated on the Order Form and the applicable Schedule A or as otherwise agreed Additional Terms as well as the terms and conditions in this Agreement All Additional upon in writing by the parties. Westlaw Charges shall commence on the date Subscriber first Terms will be considered part of this Agreement.Subscriber may,on an occasional basis accesses Westlaw or any Feature or as otherwise stated on the Schedule A or Order Form. and via Westlaw functionality,direct West to transmit individual documents in electronic Westlaw Charges may be modified upon at least 30 days prior notice to Subscriber in writing or format to internal users) or transmit West-proprietary documents (i.e. documents not online or pursuant to the terms stated on the Order Form(for the Monthy WestfawPRO Charges licensed by West from third-parties) to internal user(s) or to a third party who is an associated with the WestlawPRO products elected by Subscriber on the Order Form).The charges individual if such third party agrees not to further dissemkiats such documents.Subscriber currently payable by subscriber for each Library are as set forth on the Omer Form('CD-ROM acknowledges its resposibiliy in assuring compliance with the foregoing by any third party Charges'). CD-ROM Charges also include,without limitation,charges for Library additions and to whom Subscriber transmits documents pursuant to the preceding sentence. Direct Features introduced after the effective date of this Agreement. CD-ROM Charges well be determined transmission of electronic copies by Subscriber is prohibited,except as provided in the by West and may be modified at any time without notice. Modification of any charges shall not be electronic brief terms of paragraph 3 herein. considered as an amendment to this Agreement that permits termination of this Agreement pursuant (d) CD-ROM Libraries.Each Library is licensed for use eta single Subscriber to paragraph 12 herein. All charges are exclusive of sales,use,value added tax(VAT)or equivalent, office location{'Site).In addition,Subscribers personnel who work at or are assigned to a ad valorem, personal property and other taxes, which are the responsibility of Subscrber. licensed Site may access the Libraries by remote dial-in access to the Site or off-Site on Subscriber will pay all invoices in full within 30 days of receipt If full payment is not made, stand-alone PCs.Each Library is licensed for use on stand-alone PCs or on a single local Subscriber may be dined up to the maximum legal interest on the unpaid balance. area network('LAN')installed at a licensed Site that is electronically linked and capable of 6. Public Records Databases. Public records databases consist of third party public records sharing the use of one or more CD-ROMs.The Order Form will indicate the number of databases and filings as identified in the Westw Directory ('Pubic Records Databasen concurrent users authorized to access each Library licensed for use on a LAN.Each such Subscriber shall not use Public Records Databases in a manner contrary to or in violation of any Library will be iceised with a proprietary control file which Subscriber may istal only on appicable federal,state,or local law,rule or regulation,including without t britaton the Fair Credit the single IAN.Subscriber may transfer the CD-ROM Data con ained in the Library to a Reporting Act(15 U.S.CA. § 1681 et seq.). Subscriber certifies that it will not use any credit single storage drive under Subscribers exdsive control and to maintain such CD-ROM information obtained by it from Public Records Databases as a factor in establishing a consumer's Data as a searchable CD-ROM Software(as defined herein)compatible database subject eligibility for credit or insurance to be used primarily for personal,family,or household purposes,for to the terms and conditions of this Agreement. Subscriber may also use,only at the Site, employment purposes or for governmental licenses. Subscriber acknowledges that driver license West-proprietary Data available as par of a Library as set forth in paragraph 3.Access to Data accessed via Wesdaw is subject to the Driver Protection Privacy Act(18 U.S.CA.§2721 et Data through wide area networks,multiple LANs,multiple sites or stair arrangements is seq.) and related state laws and regulations. By accessing driver license Data, Subscriber strictly prohibited. acknowledges that from time to time,West and its providers and/or various states may inquire as to PAGE 8 OF 9 ,Subs r*er%compliance with applicable laws. Subscriber agrees to cooperate with said 12 Term and Termination. This Agreement and each Order Form will become effective upon inquiry,subject to any attomey-client confidentiality. approval and acceptance by West in St Paul,Minnesota and will continue in effect until terminated T. West Legal Directorynt Subscriber may use Westlaw Data and CD-ROM Data by either party upon at least 30 days prior written notice of termination to the other party;provided, contained in West Legal Directory("WLD')internally in the regular course of Subscriber's however,this Agreement and each Order Form may not be terminated prior to one year after the first business. Subscriber may also create printouts of insubstantial portions of Data consisting day of the month following the date West processes this Agreement and the Order Form and any of individual WLD listings or selected names and addresses for its own use. Use of WLD subsequent Order Form(s), unless otherwise agreed in the Order Form. West may terminate a to create mailing or marketing lists for commercial purposes or for distribution to third Library subscription upon 30 days prior written notice if such Library is no longer commercially parties is prohibited. available. Subscriber may terminate this Agreement immediately by giving written notice of 8. Responsibility for Certain Matters. Subscriber may access West's* from termination after receiving notice of any amendment(as permitted under paragraphs 2(c)and 11), additional Subscriber locations upon prior notice of such location. Subscriber is which contains new terms that materially alter the terms of this Agreement and are unacceptable to responsible for notifying West in writing of persons to whom Westlaw passwords are to be Subscriber. West may terminate this Agreement immediately upon giving written notice of issued or from whom passwords are to be revoked. Subscriber is solely responsible for termination to Subscriber if Subscriber commits a material breach of this Agreement or of any maintaining security of Westlaw passwords. Subscriber is also responsible for all access to obligation to West under any other agreement between the parties.Subscriber may terminate this and use of Libraries,CD-ROM Data,CD-ROM Software,Wesliaw, Westlaw Data,West Agreement or any one or more of Subscriber's Library subscriptions immediately upon giving written Software and westtaw.com(collectively the"Deliverables')by Subscriber's personnel or notice of termination to West if West commits a material breach hereof. Upon termination of any Westlaw passwords, whether or not Subscriber has knowledge of or authorizes such Library subscription by either party,Subscriber shall immediately destroy the terminated Library(ies) access and use. and destroy all CD-ROM Data maintained on a permanent storage drive. Upon any termination of 9. Disclaimer of Warranties and Limitation of Liability. EXCEPT AS this Agreement the West Software licenses shall also terminate. SPECIFICALLY PROVIDED HEREIN,THE DELIVERABLES ARE PROVIDED AS IS, 13. Force Majeure. West's performance under this Agreement is subject to interruption and delay WITHOUT WARRANTY OF ANY KIND,EXPRESS OR IMPLIED,INCLUDING,BUT NOT due to causes beyond its reasonable control,such as acts of God,acts of any government,war or LIMITED TO,WARRANTIES OF PERFORMANCE,MERCHANTABILITY,FITNESS FOR other hostility,civil disorder,the elements,fire,explosion,power failure,equipment failure.industrlaf A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, or labor dispute,inability to obtain necessary supplies and the like. CURRENTNESS AND DELAYS. SUBSCRIBER'S EXCLUSIVE REMEDY AND WEST'S 14. Notices. Except as otherwise provided in this Agreement,all notices must be given in writing AND/OR CONTRIBUTORS' ENTIRE LIABILITY UNDER THIS AGREEMENT, IF ANY, to West at 610 Opperman Drive, P.O. Box 64833, St Paul, Minnesota 55164-0833, Attention: FOR ANY CLAIM(S)FOR DAMAGES RELATING TO THE DELIVERABLES WHICH ARE Customer Service,and to Subscriber at the address on the Order Form. MADE AGAINST THEM, INDIVIDUALLY OR JOINTLY, WHETHER BASED IN 15. General Provisions. This Agreement will be governed by and construed under the law of the CONTRACT OR NEGLIGENCE,SHALL BE LIMITED TO THE AGGREGATE AMOUNT state of Minnesota,U.S.A.without regard to conflicts of law provisions. The parties agree that the OF CHARGES PAID BY SUBSCRIBER RELATIVE TO THE LIBRARY, WESTLAW state and federal courts sitting in Minnesota will have exclusive jurisdiction over any claim arising out FEATURE OR THE WEST SOFTWARE,AS APPLICABLE,WHICH IS THE BASIS OF of this Agreement and each party consents to the exclusive jurisdiction of such cowls. Neither this THE CLAIM(S)DURING THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING Agreement nor any part or portion hereof may be assigned,sublicensed or otherwise transferred by RISE TO SUCH CLAIM.IN NO EVENT SHALL WEST OR CONTRIBUTORS BE LIABLE Subscriber without West's prior written consent.Should any provision of this Agreement be held to TO SUBSCRIBER FOR ANY CLAIM(S)RELATING IN ANY WAY TO(i)SUBSCRIBER'S be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other INABILITY OR FAILURE TO PERFORM LEGAL OR OTHER RESEARCH OR RELATED provisions will not be affected.Failure of either party to enforce any provision of this Agreement wN WORK OR TO PERFORM SUCH LEGAL OR OTHER RESEARCH OR WORK not constitute or be construed as a waiver of such provision or of the right to enforce such provision. PROPERLY OR COMPLETELY, EVEN IF ASSISTED BY WEST, OR ITS The headings and captions contained in this Agreement are inserted for convenience only and do CONTRIBUTORS,OR ANY DECISION MADE OR ACTION TAKEN BY SUBSCRIBER IN not constitute a part hereof. West as used herein,applies to West Publishing Corporation,West RELIANCE UPON WESTLAW DATA AND CD-ROM DATA;(it)ANY LOST PROFITS OR Services,Inc.,West Applications,Inc.and their affiliates. OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO SUBSCRIBER'S RIGHTS HEREUNDER OR USE OF,OR INABILITY TO USE, THE DELIVERABLES, EVEN IF WEST OR CONTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (iii) THE PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING OR DELIVERING WESTLAW DATA AND CD-ROM DATA. FURTHER, WEST SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM(S) RELATING IN ANY WAY TO ANY THIRD PARTY FEATURE. NEITHER WEST NOR CONTRIBUTORS MAKE ANY WARRANTY THAT ACCESS TO WESTLAW WILL BE UNINTERRUPTED, SECURE, COMPLETE OR ERROR FREE. NOR DOES WEST MAKE ANY WARRANTY AS TO THE LIFE OF ANY URL. SUBSCRIBER ACKNOWLEDGES THAT PROVISION OF WESTLAW.COM ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS,DELAYS,INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF WESTLAW DATA OR DAMAGE TO MEDIA. 10. Limitation of Claims. Except for claims relating to Westlaw Charges or CD-ROM Charges,or improper use of the Deliverables,no claim,regardless of form,which in any way arises out of this Agreement may be made,nor action based upon such claim brought under this Agreement more than one year after the basis for the claim becomes known to the party desiring to assert it 11. Effect of Agreement This Agreement(which includes all applicable Order Forms, any Existing Westtaw Agreement, current and future Schedules and Additional Terms, license agreements and the like)embodies the entire understanding between the parties with respect to the subject matter of this Agreement and except as otherwise provided herein supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter.Except as otherwise provided in this Agreement West may amend the terms and conditions of this Agreement by giving Subscriber at least 30 days prior written or online notice.Any other amendment must be in writing and signed by both parties. PAGE 9 OF 9 0 OF tt s, \' Q. !('\ • Agenda Item No. City of Eigin rp IrED v,.°' E ! 01 L. rr April 8, 2005 G P 1 I '. �� I 01 0 TO Mayor and Members of the City Council N i It I1 ill IF FINANCIALLY STABLE CITY GOVERNMENT FROM: Olufemi Folarin, City Manager Ef FK k7JT,FRVK ES. AND OUAUT Y INFRASTRUCTURE Richard G. Kozal, Assistant Co oration Counsel SUBJECT: Agreement for Westlaw Local Government Practitioner Online Legal Research PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information for considering an agreement with Thomson-West for Westlaw Online Legal Research tailored to governmental law attorneys. RECOMMENDATION rk It is recommended that the City Council approve the proposed agreement with Thompson-West for Westlaw Local Government Practitioner Online Legal Research in the amount of$15,256.80. BACKGROUND The City currently subscribes to online legal research services from LexisNexis and maintains a print library primarily consisting of publications from Thomson-West. The City's online legal research services subscription agreement with LexisNexis has expired. LexisNexis and Thomson-West have both submitted proposals to the corporation counsel for their respective online legal research services. The Thomson-West proposal also includes a fifty percent reduction in the Corporation Counsel's costs for its existing print subscriptions with Thompson- West. LexisNexis cannot offer a similar print subscription reduction because it does not publish the materials currently maintained in the Corporation Counsel's library. The Westlaw online legal research services proposal provides a substantially greater number of products than LexisNexis. The monthly cost for the Westlaw online legal research agreement is $1,271.40. Taking into account the fifty percent (50%) reduction in existing print subscriptions also being offered by Thompson-West the net cost of the Thompson-West proposal for the Westlaw online legal research services results in a $50 per month savings over the LexisNexis proposal. Agreement for.Westlaw Local Government Practitioner Online Legal Research April 8,2005 Page 2 The proposed subscription agreement with Thomson-West contemplates a three-year term with monthly Westlaw increases of not more than four percent during the second and third years of the term. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None. ANCIAL IMPACT The monthly cost of the Thompson-West agreement for Westlaw Online Legal Research is $1,271.40 for a total annual cost in the first year of $15,256.80. There are sufficient funds budgeted ($50,000) and available ($48,484) in the General Fund, Miscellaneous Professional Services, account number 010-0501-713.30-99. EGAL IMPACT None. ALTERNATIVES 1. Approval of a subscriber services agreement with Thomson-West for Westlaw online legal research. 2. Do not approve the agreement with Thomson-West for Westlaw online legal research. Respectfully submitted for Council consideration. rgk Attachment r