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HomeMy WebLinkAboutLEXIS NEXIS, INC. 3C -2008N-2008-018-02 ~° LexisNexis° N. ~(x-'y-Z~n ~SLG SUBSCRIPTION PLAN AMENDMENT FOR STATElLOCAL GOVERNMENT "Subscriber": Santa Ana City Attorney I "LN": LexisNexis, a division of Reed Elsevier Inc. In this Amendment (the "Amendment") Subscriber and LN agree to amend the Subscription Agreement (the "Agreement") prevlousty or Simultenepusty executed between LN and Subscriber by adtling to the Agreement the terms and conditions set forth below. 1. TERM The term of this Amendment (tire "AmendmenC) will begin (a) on the date SubscnbeYS billing account (a "Billgroup") is activated ("Activation") if Subscriber is a new LN customer, or (bJ subject to Section 7, on the first day of 1ha calendar month immediately following the execution of this Amendment and tlelivery of it [o LN if Subscriber is an existing LN customer, and will continue until the last day o} the final Commdment Period referenced in Section 5.1 (the "Term^). 2. AUTHORIZED USERS This Amendment relates only to the Subscriber's eitfgroups and locations (the "Participating Billgroups") set forth below and the Authorized Users under the Participating Billgroups. "Authorized User mans an individual to whom Subscriber assgns an LN identfigtion number under a Perticipating Billgroup ("LN ID"). Onty Subscriber's employees, temporary empbyees, and wntractors are eligible to be Authorized Users. Subscriber agrees that each LN ID may only be used by fhe Authorized User to whom it is assigned and may not be shared with or used by arty other person, including other Authorized Users. Subscriber will manage its roster of Authodzed Users and wiH promptly notify LN to deactivate an Authorzetl User's LN ID if the Authorized User no longer works for Sulxcriber or Sut>srxiber otherwise wishes to terminate the Authorized Users access to the Online Services. Subscriber is responsible for all use of the Online Services accessetl with LN IDs, including associated charges, and for use of the Online Services by temporary employees antl contractors to the same extent a9 If they were Substxlbers employees. Subscriber will implement policies and procedures to prevent unauthorized use of LN IDs and 12339) Santa Ana, Cn 3. CERTIFICATION Subscriber certifies that on the date this Amendment is signed by Subscriber there are judges and attorneys, and government professionals for a total of users (the "Reference Number") in Subscriber's organization. Throughou the Term, Subscriber will immediately notify N in writing of any change in the Reference Number if the total number of judges and attorneys fatly below t 1. Upon the request of LN, Subscriber will recertify to the Reference Number. 4. MONTHLY SUBSCRIPTION CHARGE During the Term, the Monthly Subscription Charge in Section 3 of the then-current applicable price schedule (the "Price Schedule") will be waived. 5. PREFERRED PRICING MATERIALS AND CHARGES 5.1 In consitleration of Subscriber's payment to LN of the monthly commitment amounts specified below (the "Monthy Commitment"), the Particpating Billgroups w(II be provided access ro and use of certain Materials, products, services and features, identified beoov+ by sourcelmenu number (the "Preferred Pricing Materials"), available in the /exis.coms'" service or the LN Online Services acc:essl:d via proprietary software (the "Classic Online Services"). If Subscriber is an existing LN customer and this is a revision to Subscribers Preferred Pricing Materials and Monttrty Commitment, fees will be prorated for the month in which the change becomes effective if the change occurs other than on the first day oT the month. At no additional charge, the Part~ipating Billgroups may do offiine printing, online printing and saving to disk of Preferred Pricing Materials. If your subscription includes Research Advantage, then your access to and use o} Research Advantage shall be subject to and governed by the additional terms and conditions set forth in the software media at the time of its installation. Bubauipl~ ?fan Amenamsnt far S/L Gpvamrtcnt ro 2006, Lax1NllUf, s Olvlaion or Raatl Elsev~er'nc SL6ovtSUhac6 ~ nPlaMmd-Oct2007 All - b roservltl. PREFERRED PRIpND NWTERIALS eOURCCIaeNU NUMaG SNlPARDS (a) CAL LIRRARY cnh S-OGCA hull {b) All LA M- lkactia: Guido MIiCA39 Full (C) MATBEt:~CA Torts&PI MRCA06 FWI (d> runrctlus ssFru2 rau (e) (n WitkinCA z2vwvK Fmt (g) (h) W U7 (k) (I) (m) fn) (o) ^ See attaU+eb RIAer ND. 1 for atldltional PrefeRetl Pricing Matedala p.'MrttlralNT PlR S IAONiNLY DDMMRNENT Beginning 2/0 112 0 09 to 1;312010 $ 1099 Beginning 2/nl2flltl to I/312011 $ 1143 Beginning J01/2011 t0 1/31/2012 $ ] 188 Beginning to $ Beginning to $ 5.2 During the Term, the Monthly Commitment will be billed in lieu of the Information Charges specified in Section 1 of the Price Schedule for all access to and use of the Preferred Pricing Materials, except as otherwise provided in Section 5.3 and Section 6 (if elected) below. 5.3 The following Materials accessible from, but not included as part of the Preferred Pricing Matedals, will 6e subject to monthly billing at the then-current standard undiecounted rates in accordance with the Prbe Schedule: (a) selected Images (those that include a charge in the Price Schedule); (b) Dun & Bradstreet Reports; and (c) Risk Solutions. 6. ADDfTIONAL CHARGES The Participating Billgroups may have access to and use of the LN services and features not accessed through the Preferred PrlGng Materials {'Alternate Pricing Materials"). If Subscriber so elects by initialing below, or by nctifying LN at a later date, Subscriber will have access through the Attamate Pricing Materials at then~urrent undiscounted rates in accordance with the Price Schedule in addftion to the Monthly Commitment. aubecri6er elects access to me Alternate Prleing Matarlak ~- 7. CLOSED OFFER The offer of LN contained herein is valid until December 31.2008. In order to implement this Amendment by the first tlay of a calendar month, LN must receive this signed Amendment by the 20th day of the preceding mortth. 8. CONFIDENTIAL INFORMATION Subject to any state open records or freedom of information statutes, this Amendment contains wnfldential pricing information of LN. Subsuiber understands that disclosure of the pricing information contained herein could cause competitive harm to LN, and will receive and maintain this Amendment in trust and confidence and take reasonable precautions against such discosure to any third person Th(s Section 8 will survive the termination or expiration of this Amendment. 9. MISCELLANEOUS 9.1 Dunng the Term, use by and charges to the Participating Billgroups will not be eligible for other discounts or aggregation with the use of or charges for other billgroups. 9.2 Dunng the Term, Subscriber may not terminate the Agreement. This Amendment may be terminated by Subscriber after the first Commitment Penotl on the last day of any calendar month upon at least 30 days prior written notice to LN. This Amendment may also be terminated by Subscriber on 10 days prior written notice to LN in the event of any increase In the Monthly Commitment, excluding any increases listed in Section 5.1. To be affective, notice of temtination pursuant to the preceding sentence must be given within 90 days of the increase. Subtuiyfbn Plsn AmerMment br &L Government a 2oae. LsxlsNexlt, a dIV14an o} Read Epevk:r Inc. 5LGovtSvbscri t1anPlanAma~OtlYGa~ PJI I nts reamed. 9.3 All access to and use of the Online Serves vla mechanical, programmatic, robotic, scripted or any other automated means Is strictry prohibited. Use of the Onllne Services Is permitted only via manually conducted, tllscrete, individual search and reVleval activ~ies. 9.4 UPON TERMINATION OR EXPIRATION OF THIS AMENDMENT, CONTINUED USE OF THE ONLINE SERVICES BY SUBSCRIBER IS GOVERNED BY THE AGREEMENT AND WILL BE BILLED IN ACCORDANCE WITH THE PRICE SCHEDULE. 9.5 All capltal¢etl terms not defined herein will have the meanings ascribed to them In the Agreement, including the Price Schedule. 9.8 Except as expressy modified by this Amendment, all other terms and conditions of the Agreement will remain in fup force and effect and unaffected by this Amendment. In the event of a confli~ or inconsistencies between the Agreement and this Amendment, thls Amendment will control. Except as set forth herein, this Amendment may not be modified or ofhervvise changed unless mutually agreed to by both parties In writing. ATTES - PATItICIA E. HF,ALY Clerk of the Council CITY OF SANTA ANA ~~~~~~ DAVID N. REAM City Manager APPROVED AS TO FORM: 1, 'XTS NEXIS, INC. 30SEPH W. FLETCHER A ivision of Elsevier Inc. City Attorney HY: - ~,' tUZ.cL . ' ._ (Marne).. Laura . Shccdy '\ , Assistant City Attorney ~(~(` -~~~ ~, (TiUe~r LF_XISNEXIS LE~GY A REVIEWC^ 8 DATE: SubxnpGen Plan AmsndmeM Mr 60. Gavernrnem Q 208, LexhNeks, a tlivL4idn a[ Rmd EISeNM Ine. SLGovt-Subscrl tbnPlaMmd-Oct2ooi AA hp reserved.