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Home My WebLink AboutItem 10 - Approve Amendment and Agreement for Software Subscription Services 'per City Attorney's Office ♦''� www.santa-ana.org/ca Item # 10 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 7, 2026 TOPIC: Approve Amendment and Agreement for Software Subscription Services AGENDA TITLE Amendment to Agreement with Blue Technologies Smart Solutions for Access and Support Services for iManage Data Management Systems and Agreement with Thomson Reuters for Legal Research Subscription Services (General Fund) RECOMMENDED ACTION 1. Authorize the City Manager to execute an amendment to the City's current agreement with Blue Technologies Smart Solutions ("BlueTech") to increase the not-to-exceed amount of compensation to the agreement for use of the iManage Data Management Systems ("iManage") for the period of August 1, 2026 through July 31, 2027 in the amount of$14,604 to provide additional user licenses and increase the data storage size utilized by the use of the iManage system (Agreement No. A-2026-XXX); and 2. Authorize the City Manager to execute an agreement for legal research subscription services in the amount of$167,790 that will commence on July 7, 2026 and will continue through June 30, 2029 (Agreement No. A-2026-XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION Blue Technologies (iManage) In 2024, the City's Attorney's Office ("CAO") entered into a new agreement with BlueTech to continue its use of iManage Data Management Systems customized for the CAO reflecting the vast amount of documents and scope of legal services provided by the office. Since that implementation went into effect, the ongoing impact and efficiency provided by the iManage system cannot be overstated. Achieving a near paperless legal operation has improved efficiency. The City authorized renewal of the service in 2024 contemplating staffing requirements and an increase of data storage up to 2.4 TB of data. Approve Amendment and Agreement for Software Subscription Services July 7, 2026 Page 2 Since 2024, additional staffing in CAO was authorized to address additional legal responsibilities, including Rent Stabilization, Police Review Commission, and a significant increase in personnel litigation. In addition, the transmission and storage of case files and related records utilized as work product by the City Attorney's office has grown more complex as files contain more and more sophisticated data including audio and video components which become sizeable as technologies improve. The amendment to allow for an increase to the amount of user licenses and an additional TB of data storage will allow the continued usage of the Manage system to expand with CAO through the remainder of the term of the Agreement at a cost of $14,604 for the final year of the Agreement with Blue Tech. This amount will increase the previously approved year 3 costs from $36,843 to $51,447. The total amount to be expended under the Agreement, with this proposed Amendment, shall not exceed $143,133. Thomson Reuters (Westlaw) The City's current online legal research service is with Thomson Reuters which commenced on January 1, 2024 and runs through December 31, 2026. The City Attorney's Office ("CAO") utilizes legal research services with access to multiple online court records systems, updated legislation, court filings, case history, and advanced subject matter research tools for CAO to provide legal advice to assist the City. The two main companies which provide legal subscription services utilized through the country are LexisNexis and Thomson Reuters, or as it is commonly referred to as Westlaw. In the late Winter/early Spring of this year, CAO met with representatives of LexisNexis and Westlaw to review their online platforms which now utilize artificial intelligence ("Al") to locate and provide case law, legislative review, and access to other resources, within the libraries of each company, to assist with faster and targeted responses to specific legal issues. CAO's review was focused on three (3) main components related to their Al system: 1) that the review was within a closed library to ensure that any research was only within the listed publications offered by the companies and did not rely on open Al systems; 2) that the work product provided by the company produced reliable results which CAO staff could then review for accuracy; and 3) that CAO work product would not be utilized to "train" an Al system by use of attorney-client work product by CAO into a third party system, such as Westlaw or LexisNexis. CAO was impressed by both systems and the ability of each to provide quick results to our legal research inquiries. Use of this platform for research alone would save hours of attorney/paralegal work time to assist the City. After full review of both systems, CAO selected Thomson Reuters/Westlaw to enter into a new three (3) year agreement commencing upon execution of a Council approved agreement until June 30, 2029, which utilizes Westlaw's Al assisted legal research platform and the addition of Approve Amendment and Agreement for Software Subscription Services July 7, 2026 Page 3 Westlaw's Co-Counsel application to assist with the preparation and drafting of legal documents for the City. Upon execution, the prior agreement would expire. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds, as detailed below, are available in the budgeted amounts for FY 2026-27 and funding for subsequent fiscal years will be included in future budgets for City Council consideration. Blue Technologies iMana e Fiscal Year Accounting Unit- Account Amount Account # Description FY 2026-27 01108032-66511 Computer Software $14,604 Subscriptions Total: $14,604 Thomson Reuters Westlaw Fiscal Year Accounting Unit- Account Amount Account # Description FY 2026-27 01108032-66511 Computer Software $52,704 Subscriptions FY 2027-28 01108032-66511 Computer Software $55,867 Subscriptions FY 2028-29 01108032-66511 Computer Software $59,219 Subscriptions Total: $167,790 EXHIBIT(S) 1. First Amendment to Agreement with Blue Technologies Smart Solutions 2. Legal Research Subscription Services Agreement— Thomson Reuters Submitted By: Sonia Carvalho, City Attorney Approved By: Alvaro Nunez, City Manager Docusign Envelope ID:AF6B3C43-4244-8772-801A-AA351C6AA106 FIRST AMENDMENT TO AGREEMENT WITH BLUE TECHNOLOGIES FOR iMANAGE DOCUMENT MANAGEMENT SERVICES THIS FIRST AMENDMENT to the above-referenced agreement is entered into on July 7, 2026, by and between Blue Technologies Smart Solutions,LLC,("BTSS"),and the City of Santa Ana,a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement No. A-2024-103 ("Agreement") dated July 16, 2024, to provide document management services via the iManage Cloud service from August 1, 2024 through July 31,2027. The Agreement is current and in-effect. B. The parties wish to amend the Agreement to increase the overall data storage required by the City, increase the amount of authorized user licenses, and increase the compensation required for this additional data storage and authorized user licenses. The Parties therefore agree: 1. The Agreement is hereby amended to increase data storage and authorized user licenses as detailed in Exhibit A to this First Amendment. 2. Compensation is hereby amended to increase the annual costs by $14,604 for the 3' year of the Agreement as detailed in Exhibit A to this First Amendment. The total amount to be expended during the term of this Agreement shall not exceed$143,133. 3. Except as modified by this First Amendment, all terms and conditions of the Agreement, shall remain in full force and effect. IN WITNESS WHEREOF,the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. ATTEST CITY OF SANTA ANA Jennifer L.Hall Alvaro Nunez City Clerk City Manager APPROVED AS TO FORM BLUE TECHNOLOGIES SMART SONIA R. CARVALHO SOLUTIONS,LLC City Attorney Docusigned by: By. r E Bea CSOAD45055BA4FB... By: Lauren Hanna Title: Division President Page 1 of 1 Docusign Envelope ID:AF6B3C43-4244-8772-801A-AA35lC6AA106 Blue j4echnologles Exhibit A - First Amendment to Smart 5c4litiolls Agreement #A-2024-103 COw1IMEXt'0 EECfi.1EMCE-EVET Wr Amendment for City of Santa Ana/City Attorney's Office - Manage Work Project - Additional Users Et Storage Pricing Manage Cloud -Additional 7 users $9,261 - Year 3 Manage Cloud - Additional 1TB storage $5,343 - Year 3 Notes: • Amendment is effective 8/1/2026 o Customer's Manage Cloud Subscription term is 8-1-2024 to 7-31-2027 • Customer will be invoiced $14,604 upon receipt of signed Amendment. • Customer's minimum annual Manage Cloud billing will increase to $51,447 • Total storage increases to 3,400GB • Terms and conditions per the agreement signed 7-24-2024 apply. City of Santa Ana/City Attorney's Office Signature Printed Name Date Blue Technologies Smart Solutions LLC, Confidential Page 1 of 1 Docusign Envelope ID:CFC29C13-5FE5-89A5-802A-73E1139138F40 Order Form Order ID: Q-11384232 '•�� Thomson Contact your representative kristina.tierney@thomsonreuters.com with any questions.Thank Y Reuters- °U Sold To Account Address Shipping Address Billing Address Account#: 1000801462 Account#:1000801462 Account#: 1000801462 SANTA ANA CITY ATTORNEY SANTA ANA CITY ATTORNEY SANTA ANA CITY ATTORNEY 20 CIVIC CENTER PLZ M29 20 CIVIC CENTER PLZ M29 20 CIVIC CENTER PLZ M29 SANTA ANA CA 92701-4058 US SANTA ANA CA 92701-4058 US SANTA ANA,CA 92701-4058 "Customer" US This Order Form is a legal document between Customer and A. West Publishing Corporation to the extent that products or services will be provided by West Publishing Corporation,and/or B. Thomson Reuters Enterprise Centre GmbH to the extent that products or services will be provided by Thomson Reuters Enterprise Centre GmbH. A detailed list of products and services that are provided by Thomson Reuters Enterprise Centre GmbH and current applicable IRS Certification forms are available at:fps;//www.tr.com/trorderinginfo West Publishing Corporation may also act as an agent on behalf of Thomson Reuters Enterprise Centre GmbH solely with respect to billing and collecting payment from Customer.Thomson Reuters Enterprise Centre GmbH and West Publishing Corporation will be referred to as "Thomson Reuters","we"or`bur,"in each case with respect to the products and services it is providing,and Customer will be referred to as "you",or"your"or"Client". For Federal Customers the following shalt apply: Thomson Reuters General Terms and Conditions (available here: http://tr.com/federal-general-terms-and-conditions apply to the purchase and use of all products, except print, and together with any applicable Product Specific Terms (set forth below) are incorporated into this Order Form by this reference.In the event that there is a conflict of terms among the General Terms and Conditions,the Product Specific Terms and this Order Form, the order of precedence shall be Order Form, the Product Specific Terms, and last the General Terms and Conditions. For non-federal customers the following shall apply: Thomson Reuters General Terms and Conditions (httpw/jtr.com/us-general-terms-and-conditions) apply to the purchase and use of all products, except print, and together with any applicable Product Specific Terms (set forth below) are incorporated into this Order Form by this reference. In the event that there is a conflict of terms among the General Terms and Conditions,the Product Specific Terms and this Order Form, the order of precedence shall be Order Form, the Product Specific Terms, and last the General Terms and Conditions. ProFlex Products See Attachment for details Material# Product Monthly Charges Minimum Terms (Months) 40757482 West Prof lex $4,392.00 36 Minimum Terms Your subscription is effective upon the date we process your order("Effective Date")and Monthly Charges will be prorated for the number of days remaining in that month,if any.Your subscription will continue for the number of months listed in the Minimum Term column above plus any Bridge Term that may be outlined above counting from the first day of the month following the Effective Date.Your Monthly Charges during the first twelve(12) months of the Minimum Term are as set forth above.If your Minimum Term is longer than 12 months, then your Monthly Charges for each year of the Minimum Term are displayed in the Attachment to the Order Form. Post Minimum Terms Your subscription will automatically renew at the end of the Minimum Term for successive 12-month renewal terms(each,an"Automatic Renewal Term"),unless either party provides written notice of its intent to not renew at least 30 days prior to the beginning of an Automatic Renewal Term.We will notify you of any change in the Annual Charges at least 60 days before each Automatic Renewal Term begins. Submit your notice of nonrenewal to:https://www.thomsonreuters,com/en-us/help/account-management/legal/orders/request-a-subscription- cancellation.html or via postal mail to Customer Service,2900 Ames Crossing Rd,Eagan,MN 55121. For Federal government subscribers that chose a multi-year Minimum Term,those additional years will be implemented at your option pursuant to federal law. Page 1 of 4 Docusign Envelope ID:CFC29C13-5FE5-89A5-802A-73E1139138F40 Banded Product Subscriptions. You certify your total number of attorneys (full-time and part-time partners, shareholders, associates, contract or staff attorneys,of counsel,and the like),corporate users,personnel or full-time-equivalent students is indicated in this Order Form.Our pricing for banded products is made in reliance upon your certification.If we learn that the actual number is greater or increases at any time,we reserve the right to increase your charges to the market rate for all of your attorneys. Miscellaneous Material Change.If,at any time during the Minimum Term or the Renewal Term,there is a material change in your organizational structure including,but not limited to merger,acquisitions,combination,significant increase in the number of attorneys at a location covered by the agreement,divestitures,downsizing or dissolution,we will modify your rates proportionally.If you acquire the assets of,or attorneys from, another entity that is a current subscriber,you assume all obligations under the agreements that apply to those assets and attorneys,and you will pay the invoiced charges on both those agreements as they become due,until a superseding agreement is negotiated in good faith. Charges,Payments&Taxes.You agree to pay all charges in full within 30 days of the date of invoice.You are responsible for any applicable sales, use, value added tax (VAT), etc. unless you are tax exempt. If you are a non-government customer and fail to pay your invoiced charges,you are responsible for collection costs including attorneys'fees. Excluded Charges And Schedule A Rates.If you access products or services that are not included in your subscription you will be charged our then-current rate ("Excluded Charges"). Excluded Charges will be invoiced and due with your next payment. For your reference,the current Excluded Charges schedules are located in the below link. Excluded Charges may change from time-to-time upon 30 days written or online notice. We may, at our option, make certain products and services Excluded Charges if we are contractually bound or otherwise required to do so by a third party provider or if products or services are enhanced or if new products or services are released after the effective date of this ordering document. Modification of Excluded Charges or Schedule A rates is not a basis for termination under paragraph 9 the General Terms and Conditions. https://legal thomsonreuters com/ oc ntent/dam/ewwp-m/documents al/e _df/other/plan- -pro-gout-agencies pdf http://static.legalsolutions.thomsonreuters com/static/agreement/plan- -pro-gout-agencies.pdf eBilling Contact.All invoices for this account will be emailed to your e-Billing Contact(s)unless you have notified us that you would like to be exempt from e-Billing. Product Specific Terms Document Intelligence Product Specific Terms:The following product specific terms shall apply to the Document Intelligence products on this order form,and are incorporated by reference:http://www.thomsonreuters.com/document-intelligence-PST. Additional Terms for Services with Generative Al Skills:The following additional terms shall apply to Thomson Reuters Products with Generative Al Skills (including but not limited to all CoCounsel branded Products; all Products with Al Assisted Research;Contract Express,CLEAR Investigate,Westlaw Advantage;Practical Law or Practical Law Connect,with Dynamic Tool Set;Practical Law UK Premium; Practical Law Global Premium; HighQ), listed on this order form, and are incorporated into this order form by reference:https://www.tr.comAegal-services-ai-terms. CoCounsel Core and CoCounsel Drafting Product Specific Terms:The following product specific terms shall apply to CoCounsel Core and CoCounsel Drafting and are incorporated into this order form by reference: http://tr.com/cocounselcore-and-drafting-product-specific- terms. Product Specific Terms and Service Levels:The following product specific terms and service levels shall apply to the HighQ products on this order form,and are incorporated by reference: • HighQ Product Specific Terms http*//tr.com/HighO-PST • HighQ Service Levels: Thomson Reuters shall provide service availability, maintenance and support for the term of the Agreement. Details are available at:http;//tr.com/HighO-SLA,Note that Sections 3.3 of the SLA does not apply to any HighQ Light packages The Federal Product Specific Terms can be found here:http://tr.com/federal-product-specific-terms Product Specific Terms.The following products have specific terms which are incorporated by reference and made part of this Order Form if they apply to your order.They can be found at https_//static lega[so[utions thomsonreuters com/static/ThomsonReuters-General-Terms- Conditions-PST.pdf.If the product is not part of your order,the product specific terms do not apply. • Campus Research • Hosted Practice Solutions • ProVieweBooks • Time and Billing • West km Software • West LegalEdcenter • Westlaw • Westlaw Doc&Form Builder • Westlaw Paralegal • Westlaw Patron Access • Westlaw Public Records Drafting Tools Product Specific Terms:The following product specific terms shall apply to the Drafting Tools products(Drafting Assistant, Clause Finder, Clause Finder: Internal Agreements) on this order form, and are incorporated by reference:https://www.thomsonreuters.com/draftingassistant-and-ctausefinder-p.SL Page 2 of 4 Docusign Envelope ID:CFC29C13-5FE5-89A5-802A-73E1139138F40 Additional clauses applicable to: Westlaw Advantage, Practical Law Dynamic Tool Set,CoCounsel Essentials, Westlaw Advantage with CoCounsel Essentials,Practical Law with Dynamic Tool Set with CoCounsel Essentials,CoCounsel Legal Additional Features and Functionality: During the term of this Agreement, Thomson Reuters may in its sole discretion issue updates, upgrades,patches,enhancements,or improvements that it makes generally available to its customers at no additional charges(collectively "Upgrades")which may be subject to usage limits.For the avoidance of doubt, Upgrades do not include(i)new services that are developed or acquired by Thomson Reuters or(ii)services or functionalities for which there are royalty requirements or licensing restrictions.Where your Service includes Westlaw Advantage and/or Practical Law Dynamic Tool Set, these Upgrades do not include access to additional or new content sets beyond those you have subscribed to as part of the Service. Usage Limits:TR may,acting reasonably,at any time during the Term,impose or modify usage limits on any LLM Feature upon 60 days'prior written notice to Customer."LLM Feature"means any functionality of the Service that uses a large language model(LLM)whether the LLM is the whole or part of the Service. If TR imposes or modifies a usage limit under this clause,Customer may,within 30 days of TR's notice of the limit,provide written notice to TR requesting good faith negotiations.The parties shall explore commercially reasonable alternatives,which may include adjustments to usage limits or pricing. Amended Terms and Conditions Government Non-Availability of Funds for Online,Practice Solutions or Software Products You may cancel a product or service with at least 30 days written notice if you do not receive sufficient appropriation of funds. Your notice must include an official document, (e.g., executive order, an officially printed budget or other official government communication) certifying the non-availability of funds. You will be invoiced for all charges incurred up to the effective date of the cancellation. Acknowledgement:Order ID:Q-11384232 See attached signature page Signature of Authorized Representative for order Title Printed Name Date This Order Form will expire and will not be accepted after 7/31/2026. Authorized West Publishing Representative DocuSigned by: Signature: Z. Printed Name: Charles Mikesell Title: Senior SCM Consultant Date: 6/24/2026 Page 3 of 4 Docusign Envelope ID:CFC29C13-5FE5-89A5-802A-73E1139138F40 Attachment Order ID: Q-11384232 • Thomson • •••.• Reuters, ��•• Contact your representative kristina.tierney@thomsonreuters.com with any questions.Thank you. Payment,Shipping,and Contact Information Payment Method: Order Confirmation Contact(#28) Payment Method:Bill to Account Contact Name:QUINTANA,David Account Number:1000801462 Email:dquintana@santa-ana.org This order is made pursuant to: eBilling Contact Shipping Information: Contact Name David QUINTANA Shipping Method:Ground Shipping-U.S.Only Email dquintana@santa-ana.org ProFlex Multiple Location Details Account Number Account Name Account Address Action 20 CIVIC CENTER PLZ M29 1000801462 SANTA ANA CITY ATTORNEY SANTA ANA New CA 92701-4058 US ProFlex Product Details Quantity Unit Service Material# Description 1 Each 40757482 West Proflex 13 Attorneys 41933475 Westlaw Litigation Collection,Enterprise access,Government 13 Attorneys 42077755 Westlaw All Analytical,Enterprise access,Government 13 Attorneys 43482985 CoCounsel Legal,National Primary,Enterprise Access,Government 13 Attorneys 41935298 Westlaw, PeopleMap Premier and Company Investigator Module, Enterprise access,General counsel Account Contacts Account Contact Account Contact Account Contact Account Contact First Name Last Name Email Address Customer Type Description David QUINTANA dquintana@santa-ana.org EML PSWD CONTACT Lapsed Products Sub Material Active Subscription to be Lapsed 43260273 Westlaw Precision National Primary Law,Enterprise access,Government 41933477 Westlaw Litigation Collection,Enterprise access,Government 41935299 Westlaw,PeopleMap Premier and Company Investigator Module, Enterprise access, General counsel 41933493 Practical Law Premier,Enterprise access,Government 40757481 West Proflex 42077754 Westlaw All Analytical,Enterprise access,Government Charges During Minimum Term Year4 Year[ Year2 Year3 % % YearS %incr %incr Charges Charges Mate Product Charges Yr1 Charges Yr2 Charges incr incr Billing rial# Name per Billing per Billing per Billing Yr 3- Per Yr 4- per Freq 2' 3 Billing Billing Freq Freq Freq 4' S"Freq Freq 40757 West $4,392.00 6.00% $4655.52 6.00% $4934.85 N/A N/A N/A N/A Month[ 482 Proflex y Charges During Minimum Term Pricing is displayed only for the years included in the Minimum Term. Years without pricing in above grid are not included in the Minimum Term.Refer to your Order Form for the Post Minimum Term pricing. Refer to Order Form for Billing Frequency Type. Page 4 of 4 Docusign Envelope ID:CFC29C13-5FE5-89A5-802A-73E1139138F40 IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA JENNIFER L. HALL ALVARO NLNNEZ City Clerk City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:SaV3-� Laura A. Rossini Chief Assistant City Attorney