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HomeMy WebLinkAbout25D - AGMT LEXIS NEXISREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: APRIL 3, 2018 TITLE: APPROVE AMENDMENT AND ADDITIONAL AGREEMENT TO CURRENT SUBSCRIPTION AGREEMENT WITH LEXISNEXIS FOR LEGAL RESEARCH SERVICES {STRATEGIC PLAN NO. 7,5) CIT ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2n' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute an amendment and additional agreement, upon approval by the City Council, to the current LexisNexis subscription agreement for legal research software services to include additional services in the amount of $14,394 for a term beginning April 3, 2018 through December 31, 2020, subject to non -substantive changes approved by the City Manager and City Attorney. The total amount to be expended for the term of the agreement shall not exceed $39,639. In 2016, the City Attorney's Office renewed its agreement with Thompson Reuters, a subsidiary of West Publishing Corporation, for its legal management and research software services known as Concourse and WestLaw Next. The WestLaw Next component offers a legal research program that allows access to case law, statutory authority, secondary sources and other legal research tools. The City Attorney's Office requested quotes from vendors to replace Concourse as a legal management system and conferred with ThompsonReuters as to the continued use of WestLaw Next. ThompsonReuters will not offer WestLaw Next without the continued use of Concourse. The City Attorney's Office contacted LexisNexis, a nationally recognized legal research software company. The City Attorney's Office received a quote for services that was accepted in December 2017 to take advantage of a first year discount for these services. LexisNexis offered additional services that would greatly benefit the City Attorney's Office research capabilities honoring the first year discount to the City. The implementation of these additional legal research services will provide the City Attorney's Office with access to multiple online court records via CourtLink and subject matter research tools via the Lexis Practice Advisor to better assist the City. 2501-1 Amendments to LexisNexis Subscription Agreement For Legal Research Software Services April 3, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City' s effort to meet Goal# 7- Team Santa Ana, Objective 5 create a culture of innovation and efficiency within the organization). FISCAL IMPACT Funds for payment of all fees associated with this agreement are available in the Contract Services- Professional account (no. 01108032 - 62300) of the City Attorney's Office Budget. Fiscal Year $ Amount 2017-18 $771 2018-19 $10,428 2019-20 $18,960 2020-21 $9,480 �. A. 2 �►-�,, � Sonia R. Carvalho —`"—T,City Attorney APPROVED AS TO FUNDS AND ACCOUNTS: '4 NN k r Francisco Gutierrez Executive Director D -Y' Finance & Management Services Agency Exhibits: 1. Amendment State/Local Govemment (Existing Subscriber— Legal Practice Advisor) 2. Fixed Price Agreement for CourtLink Services (State/Local Govemment) 25D-2 0m • Lexis Advance® Subscription Amendment for State/Local Lex 1 s ex iGovernment "`�' 1®1 /O (Existing Subscriber Version) "Subscriber" Name: Santa Ana City Attorney Office Account Number: 10000LJF8 "LN": LexisNexis, a division of RELX Inc. 1. Amendment This Amendment ("Amendment") amends and supplements the terms of the Lexis Advance Subscription Agreement previously entered into between LexisNexis, a division of RELX Inc. ("LN") and Subscriber (the "Subscription Agreement"). This Amendment shall serve as Subscriber's acceptance of the General Terms & Conditions for Use of the Online Services in effect as of the date of this Amendment and displayed at www.lexisnexis.com/terms/general. 2. Certification 2.1 Subscriber certifies that the number of government professionals in Subscriber's organization is as set forth below. A "Government Professional User" is defined as an attorney, judge, librarian, researcher, investigator or analyst who is employed by the Subscriber. Number of Government Professional Users: 19 2.2 A "Support Staff User" is defined as a person who supports the Government Professional User, including, but not limited to: paralegals, interns, legal secretaries or other administrative support members. Up to 3 ID's will be issued to support staff for each Government Professional User accounted for above. Support Staff Users will receive access at no additional charge. 2.3 Each LN ID must be issued for individual use by the Government Professional User or Support Staff User. 2.4 If Subscriber, at the time of signing this Amendment has 11 or more Government Professional Users, then Subscriber is required to notify LN if the number of Government Professional Users falls below 11. Subscriber shall, within 30 days of the staffing change, notify LN in writing. 2.5 Subscriber acknowledges that the pricing and menus provided to Subscriber in this Amendment depend in part on the number of Government Professional Users in Subscriber's organization. Subscriber certifies that as of the date Subscriber signs this Amendment there are the number of Government Professional Users in Subscriber's organization (the "Reference Number") as Subscriber has specified above. (i) At LN's request from time to time, Subscriber will certify in writing the then -current Reference Number. (ii) If there is a change in the Reference Number during the Term, LN may, in its sole discretion on at least 30 days prior written notice to Subscriber, increase or decrease the Monthly Commitment by an amount that does not exceed, on a percentage basis, the change in the Reference Number. 3. Lexis Advance Product and Charges 3.1 This Section 3 amends the Subscription Agreement with respect to the Lexis Advance® product offering described below. The term of Subscriber's commitment for the Lexis Advance product offering will begin upon the date Subscriber's billing account ("Account Number") is activated ("Activation") and will continue for the last period set forth in Section 3.3 below (the "Committed Term"). Subscriber may not terminate this Amendment under Section 5.2 of the General Terms during the Committed Term. In addition, Subscriber may terminate this Amendment during the Committed Term for a material breach by LN that remains uncured for more than 30 days after LN receives written notice from Subscriber identifying a specific breach. If Subscriber terminates this Amendment pursuant to this Section, then Subscriber will pay all charges incurred up to the date of termination. Upon the expiration of the Committed Term, all access to and use of Lexis Advance by Subscriber will be billed in accordance with the applicable then -current Price Schedule. LBxtsAilJance 6otitent$feat "yesN - Product SKU Number Number of Users National Primary Enhanced 1011511 9 Core Public Records with Smartlinx Person, Business and Location Reports 1004801 9 ND: SLGovt.LexisAdvance-R3.5-SubAmd-Apd12016 IDp 4630-6379-6014 T © 2016 LexisNexis. Al rights reserved. Page 1 0�3 CA Verdicts & Settlements 1010070 9 City Attorney Premium Library 1011966 9 CA Practice Library 1010630 9 All Briefs, Pleadings & Motions 1010612 9 Lexis Practice Advisor - Labor and Employment 1521733 9 ❑ See attached Rider No. 1 for additional Content & Features 3.2 During the Term, the premium features Shepard's Graphical and Research Map will be included at no additional charge. 3.3 In exchange for access to the Lexis Advance Content, Feature and/or Service set forth above in Section 3.1, Subscriber will pay to LN the following amount (the "Monthly Commitment") during the periods set forth below. r 9Sa $���7�wx rt µn ,,�t Y3 ll i?r;'.fres-- `..,M:iCat'IYmiited ar n` „`r,f -'t^ FIR IN ,� ... r,.v-. .�,r oii.(h( Comroi'tmeh FI.:�FF7i 04/01/2018-12/31/2018 $127 01/01/2019-12/31/2019 $1270 01/01/2020-12/31/2020 $1270 3.4 During the Term, LN may make content and features available to Subscriber that are not included in the Lexis Advance Content described above which will be offered to Subscriber at an additional charge ("Alternate Materials"). Subscriber will be under no obligation to access and use the Alternate Materials, or to incur additional fees beyond the Monthly Installment. If Subscriber elects to access the Alternate Materials by initialing below, Subscriber will be notified that additional charges will apply before the Alternate Materials is displayed. If Subscriber proceeds to access the Alternate Materials, Subscriber will pay the then current, transactional charge(s) for the Alternate Materials that is displayed at the time of access. Subscriber elects access to the Alternate Materials (Initial) 3.5 Use of Lexis Advance under this Amendment is available to Subscriber and its Authorized Users (defined in the General Terms). 3.6 LN may temporarily suspend access to Lexis Advance until all unpaid amounts are paid in full. No claims directly or indirectly related to this Amendment with respect to amounts billed or payments made under, this Amendment may be initiated by Subscriber more than 6 months after such amounts were first billed to Subscriber. 4. Closed Offer The prices and other terms are subject to change if Subscriber has not submitted a signed original or copy on or before May 5, 2018. 5. Confidential Information Subject to any state open records or freedom of information statutes, this Amendment contains confidential pricing information of LN. Subscriber 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 disclosure to any third person. This Section 5 will survive the termination or expiration of this Amendment. 6. SUPPORT AND TRAINING During the Term, Subscriber, with the support of LN, agrees to encourage the effective use of Lexis Advance through: (a) Mandatory basic training in the use of Lexis Advance by LN for all Authorized Users; (b) Meaningful participation in additional ongoing programs presented by LN to update and train Authorized Users; (c) Authorize the periodic distribution of memos or other communications by LN and/or Subscriber to Authorized Users; and (d) The periodic review with LN of Subscriber's Authorized User's use of materials and training under this Amendment. ND: SLGovt.LexisAdvance R3.5SubAmd-April2016 IDH 4830-8379-6014n /w� O 2016 LexisNexis. All rights reserved. I 25Q 4F Page 2 of 3 7. Miscellaneous This Amendment does not bind either party until it has been accepted by both parties. Subscriber may accept this Amendment by signing below. LN will accept this Amendment by providing Subscriber with access to Lexis Advance or by signing below. LEXISNEXIS WILL NOT ACCEPT ANY CHANGES, CORRECTIONS OR ADDITIONS TO THIS AMENDMENT UNLESS SUCH CHANGES ARE EXPRESSLY ACCEPTED BY LN IN WRITING. SUCH CHANGES WILL HAVE NO LEGAL EFFECT. AGREED TO AND ACCEPTED BY: Subscriber: Santa Ana City Attorney Office [MUST BE COMPLETED BY SUBSCRIBER] Authorized Subscriber Signature: Printed Name: Job Title: Date: LexisNexis, a division of RELX Inc. Authorized Signature: Name: Job Title: Date: ND: SLGovt-LexlsAdvance-R3.5SubAmd-April2016 IDH 4830-8379-6014 ITC © 2016 LexisNexis. All rights reserved. a Page 3 of 3 Lexis — Signature Page Subscription Agreement - Add -On (LPA) ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: Laura A. Rossini Senior Assistant City Attorney CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Title: Page I of 1 91 ® ���� � p� ' �� � � ® FIXED PRICE AGREEMENT I@� For CourtLink Services (For State/Local Government Market) "Customer": Santa Ana City Attorney Office "LN": LexisNexis, a division of RELX Inc. LN grants Customer a non-exclusive, non -transferable limited license to access and use the CourtLink products, services, features or menus ("CourtLink Preferred Services") listed below in accordance with the terms and conditions set forth herein and the General Terms and Conditions and Price Schedule which are incorporated herein by reference. The General Terms and Conditions and Price Schedule can be viewed or printed at www.lexisnexis.com/terms/government. 1. TERM This Fixed Price Agreement shall begin on the date the Customer billing account is activated by LN and continue for a non -cancelable period of 36 full calendar months ending on 12/31. 2020 (comprised of "Agreement Period(s)" and collectively, the "Term"). 2. COURTLINK PREFERRED SERVICES 2.1 In consideration of Customer's payment to LN, the monthly amount specified below (the "CourtLink Monthly Commitment"), and subject to Section 2.2 below, Customer will be provided with access to and use of the materials and features available in the services and/or menus ("CourtLink Preferred Services") listed below. Any partial month before the first full calendar month will be prorated. Any other CourtLink Services will be at the then current rates under the aoolicable Price Schedule. COURTLINK PREFERRED SERVICES NUMBER OF USERS AGREEMENT PERIOD COURTLINKMONTHLT COMMITMENT ECL 9 04/01/2018- 12/31/2018 01/01/2019- 12/31/2019 01/01/2020- 12/31/2020 „ $310 - -- 2.2 During the Term, LN will review Customer's actual monthly use (based on then current transactional Price Schedule) of the CourtLink Preferred Services ("Actual Use"). If the Actual Use exceeds five times the CourtLink Monthly Commitment, then the parties reserve the right to renegotiate in good faith the CourtLink Monthly Commitment. 3. CLOSED OFFER The offer of LN contained herein is valid until May 3, 2018. In order to implement the terms and conditions contained herein by the first day of a calendar month, LN must receive this signed Fixed Price Agreement by the 20th day of the preceding month. 4. CONFIDENTIAL INFORMATION This Fixed Price Agreement contains confidential pricing information of LN. Customer understands that disclosure of the terms and conditions contained herein could cause competitive harm to LN, and will receive and maintain this Fixed Price Agreement in trust and confidence and take reasonable precautions against such disclosure to any third person. 5. SUPPORT AND TRAINING During the Term, Customer, with the support of LN, agrees to encourage the effective use of the CourtLink Preferred Services through: (a) Mandatory basic training in the use of the CourtLink Preferred Services by LN for all Authorized Users; (b) Meaningful participation in additional ongoing programs presented by LN to update and train Authorized Users; (c) Authorized the periodic distribution of memos or other communications by LN and/or Customer to Authorized Users; and (d) The period review with LN of Customer's Authorized User's use of materials and training under this Fixed Price Agreement. 6. MISCELLANEOUS This Fixed Price Agreement represents the entire agreement between the parties with respect to the subject matter contained herein and all other prior agreements, proposals, purchase orders, representations, promises or understandings, whether oral or in writing, are superseded in their entirety by this Fixed Price Agreement. ND: SLGovt-CourtLink-FixedPdceAgtSept2015 ID# 4842-7426-7175 © 2015, LexisNexis, a Customer hereby agrees to the terms and conditions of this Fixed Price Agreement as originally provided, including the General Terms and Conditions and Price Schedule. Customer further agrees that all use of the CourtLink Preferred Services shall be in compliance with the foregoing. AGREED TO AND ACCEPTED BY: Santa Ana City Attorney Office LexisNexis, a division of RELX Inc. Customer BY: NAME: TITLE: DATE: Customer hereby certifies there are number of users under this Fixed Price Agreement BY: NAME: TITLE: DATE: Lexis — Signature Page Subscription Agreement - Courtlink ATTEST MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By:Q�c;u rbr �621JlJ� l Laura A. Rossini Senior Assistant City Attorney CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Title: Page 1 of 1 ?X5QT9 25D-10