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HomeMy WebLinkAboutExhibit 1THa11VISQN WEST SPECIAL OFFER AMENDMENT TO WESTLAW® SUBSCRIBER AGREEMENT Special Offer Amendment to Westlaw Subscriber Agreement between City of Miami — Office of the City Attorney ("Subscriber') and West, a Thomson business ("West") as follows: 1. Effect of Amendment. The underlying Westlaw Subscriber Agreement, of even date herewith including all schedules thereto ("Subscriber Agreement"), between Subscriber and West is amended as specifically set forth herein to incorporate the terms of this Amendment. As amended, the Subscriber Agreement shall remain in full force and effect according to its terms and conditions. All terms used in this Amendment shall have the meanings attributed to them in the Subscriber Agreement. This Amendment embodies the entire understanding between the parties with respect to the subject matter of this Amendtent and supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter. In the event there is a conflict between the terms and conditions of the Subscriber Agreement and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall control. 2. Term and Termination. The Subscriber Agreement and this Amendment, which are subject to approval and acceptance by West in St. Paul, Minnesota, shall become effective on October I, 2005. This Amendment shall continue in effect through September 30, 2008 (the "Term"). Notwithstanding the foregoing, this Amendment shall terminate simultaneously with termination of the Subscriber Agreement. Except for termination as provided in paragraph 6, during the Term, Subscriber agrees not to exercise its right to terminate the Subscriber Agreement for any reason other than a material breach by West. The parties agree to enter into good faith negotiations regarding the terms and conditions of this Amendment, if either party deems there is a material change in Subscriber's organizational structure, including, but not limited to merger, acquisitions, significant increase in the number of attorneys at a location covered by the Amendment, divestitures or downsizing. In the event Subscriber does not execute a superceding amendment at least 15 days prior to the end of the Term, West shall bill Subscriber for its Westlaw usage, at then - current Schedule A Plan 2 Government Service rates effective on the first day following the end of the Term, continuing thereafter until a superceding Amendment is executed by the parties. 3. Special Offer, 3.1 From October I, 2005 through September 30, 2006 ("Period I"), Subscriber shall guarantee monthly fixed Westlaw Charges of $2,875 ("Monthly Guarantee"), for all Westlaw databases, Features and services set forth in paragraph 3.4 herein, regardless of Subscriber's actual usage. 3.2 From October 1, 2006 ("Period 2"), the Period S2,961. 3.3 From October 1, 2007 ("Period 3"), the Period $3,050. through September 30, 2007 2 Monthly Guarantee shall be through September 30, 2008 3 Monthly Guarantee shall be 3.4 Except as provided in paragraph 3.5 herein, all charges associated with the use of the following databases, Features and services shall be included in the Monthly Guarantee (without volume discounts): • Federal Case Law & Judicial Materials, Statutes & Legislative Materials, Administrative Law & Regulations • State Case Law & Judicial Materials, Statutes & Legislative Materials, Administrative Law & Regulations • Selected Practice -Area Materials • Legal Texts, Periodicals and Miscellaneous Materials • Law Reviews & Journals • NewsRoom Library Databases • All AmJur with ALR Library Databases • Criminal Records Library Databases • Florida Analytical Library Databases • Harrison Florida Analytical Library Databases • Municipal Library Databases • Public Records Databases and Services (including EDGAR, Disclosure Company Index, Westlaw Public Records Databases and Services and People Finder) • Online Citation Checking (including KeyCite) • Offline Transmission • Alert Services (WestClip and KeyCite Alert) • Offline Automated Citation Checking (via WESTCheck and including QuoteRight) 3,5 All charges associated with the use of the following databases, Features and services (as part of all database classifications) shall NOT be included in the Monthly Guarantee and shall be billed in addition to the Monthly Guarantee at then -current Schedule A Plan 2 rates without volume discounts ("Excluded Charges"): • Alert Services (WestClip and KeyCite Alert continuous frequency) • BNA Databases p:5groups\accllcon ract1specotreAsalealsel number.dj • Company Profiles Database • Dialog on Westlaw Databases • Dossier Databases • Dun & Bradstreet products, Credit Bureau Header, Criminal Records Databases, Real Property Reports, product surcharges and document delivery services • Enflcx Databases • PDF Charges (including, but not limited to Investext, Attorney Medical Advantage, Patent Image, Briefs and WestDockets) • Profiler Databases • Premier Databases • Specialty Databases • WestDockets • West Reporter Images • Charges for any third party Westlaw Feature(s) released during the Term 3.6 West may, at its option, make certain databases Features and services Excluded Charges if West is contractually bound or otherwise required to do so by a Contributor of Data or if the databases, Features or services are enhanced or released after the effective date of this Amendment. 4. Print Products. During the Term of this Amendment, Subscriber shall receive a 50% discount from the ongoing subscription update charges for Subscriber's West print product subscriptions set forth on Exhibit I hereto; provided, that Subscriber maintains the Westlaw pricing under the terms set forth in paragraph 3 herein. During the Term Subscriber agrees not to terminate its subscriptions to the West print products set forth on Exhibit I. At the end of the Term, Subscriber shall be billed at then -current rates for all of its West print product subscriptions. 5. Support and Training. Subscriber hereby commits to actively pursue a policy of effective use of Westlaw. To this end, Subscriber (with the support of West) will work toward establishing programs relating to effective use of Westlaw, including: (a) training in the use of Westlaw, at no charge, by West for ail new attorneys, librarians, paralegals and other appropriate personnel; (b) additional ongoing programs presented by West and supported by Subscriber to update and train its personnel to enhance their understanding and use of Westlaw; and (c) the distribution of a memo or other communication by Subscriber to all personnel encouraging effective use of Westlaw. 6. Non -Availability of Funds. If the City of Miami City Commission fails to appropriate or authorize the expenditure of sufficient funds to provide for the continuation of this Amendment or if a lawful order issued in or for any fiscal year during the Term of this Amendment reduces the funds appropriated or authorized in such amounts as to preclude making the payments set out herein, this Amendment shall terminate on the date said funds are no longer available without any termination charges or other liability incurring to the Subscriber. The Subscriber shall provide West with notice not less than thirty (30) days prior to the date of cancellation, if such time is available. Otherwise, prompt notice will suffice. 7, Confidentiality. During the Term and thereafter, except as specifically provided herein and/or to the extent reasonably necessary to perform its obligations or exercise its rights hereunder, neither party shall provide nor disclose to any third party, unless properly directed or ordered to do so by public authority or otherwise required to do so by law, any information or matter that (i) constitutes or concerns the terms and conditions of this Amendment, or (ii) regards any dealings or negotiations between the parties relating to this Amendment. If either party is directed or ordered to provide or disclose any information or matter by public authority or otherwise required to do so by law, such party shall promptly notify the party whose information is being provided or disclosed. West, a Thomson business By Title Date -Approved as to Legal Form Subscriber By (signature) Name (please print) Title Date Firm Name Subscriber's Address Contact Name Telephone Number This offer expires September 26, 2005 REG - 9/2/05 p:5groups5accticontractlspecotrs5saies1sel number.uj