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HomeMy WebLinkAbout2016-528-E County Atty - LexisNexis (RELX, Inc.) for legal research DocuSign Envelope ID:2C7A1338-7BBC-4771-A894-63C227CA01A1 4�%��rr � Lexis Advance®Subscription Agreement for State/Local LeX i s N ex! S Government (New Subscriber Version) "Subscriber" Name: Orange County Account Number: "LN": LexisNexis, a division of RELX Inc. 1. Subscription Agreement LexisNexis, a division of RELX Inc. ("LN")grants Subscriber a non-exclusive, non-transferable limited license to access and use Lexis Advance®and the materials available therein ("Materials") pursuant to terms set forth in the LexisNexis General Terms and Conditions ("General Terms") and the pricing set forth in the Price Schedule ("Price Schedule") (the General Terms together with the Price Schedule is collectively referred to as the "Subscription Agreement"), both of which are incorporated herein by reference. Subscriber may view and print the Subscription Agreement at: http://www.lexisnexis.com/terms/LACommercia12. 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: 4 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 may be issued to support staff for each Government Professional User accounted for above. Number of Support Staff Users: 12 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 Agreement 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 Agreement depend in part on the number of Government Professional Users in Subscriber's organization. Subscriber certifies that as of the date Subscriber signs this Agreement 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 3.2 below(the "Committed Term"). Subscriber may not terminate this Agreement under Section 5.2 of the General Terms during the Committed Term. In addition, Subscriber may terminate this Agreement 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. ND:SLGovt-LexisAdvance-SubAgt-Sept2015 ID#4839-7227-7287 ©2015 LexisNexis. All rights reserved. Page 1 of 5 DocuSign Envelope ID:2C7A1338-7BBC-4771-A894-63C227CA01A1 If Subscriber terminates this Agreement 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. 111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111111EMEMIEME Product SKU Number Number of Users National Primary Enhanced 1011511 4 City Attorney Premium Library 1011966 4 National Briefs Pleadings and Motions 1010612 4 North Carolina Practice Library 1012234 4 El See attached Rider No. 1 for additional Content&Features 3.2 In exchange for access to the Lexis Advance Content, Feature and/or Service set forth in Section 3.1 above, Subscriber will pay to LN the following amount(the "Monthly Commitment")during the periods set lIforth below. 1„111,11111 It1111111, 10/03/16- 11/30/16 $0.00 12/01/16- 11/30/17 $450.00 12/01/17- 11/30/18 $463.50 12/01/18- 11/30/19 $477.40 3.3 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) 3.4 Use of Lexis Advance under this Agreement is available to Subscriber and its Authorized Users (defined in the General Terms). 3.5 LN may temporarily suspend access to Lexis Advance until all unpaid amounts are paid in full. No claims directly or indirectly related to this Agreement with respect to amounts billed or payments made under this Agreement 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 N/A. 5. Confidential Information Subject to any state open records or freedom of information statutes, this Agreement 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 Agreement 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 Agreement. ND:SLGovt-LexisAdvance-SubAgt-Sept2015 ID#4839-7227-7287 ©2015 LexisNexis. All rights reserved. Page 2 of 5 DocuSign Envelope ID:2C7A1338-7BBC-4771-A894-63C227CAO1A1 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 Agreement. 7. Miscellaneous 7.1 This Agreement does not bind either party until it has been accepted by both parties. Subscriber may accept this Agreement by signing below. LN will accept this Agreement by providing Subscriber with access to Lexis Advance or by signing below. 7.2 If Subscriber issues a purchase order in connection with the Agreement, Subscriber acknowledges and agrees that the purchase order shall be for Subscriber's internal purposes only and shall not modify or affect any of the other terms or conditions for access to the Online Services. LEXISNEXIS WILL NOT ACCEPT ANY CHANGES, CORRECTIONS OR ADDITIONS TO THIS AGREEMENT UNLESS SUCH CHANGES ARE EXPRESSLY ACCEPTED BY LN IN WRITING. SUCH CHANGES WILL HAVE NO LEGAL EFFECT. AGREED TO AND ACCEPTED BY: Subscriber: Orange County [MUST BE COMPLETED BY SUBSCRIBER] DocuSigned by: Authorized Subscriber Signature: bokk IL lkamAtxstui @69X95*B755E477... Printed Name: Bonnie Hammersley Job Title: County Manager Date: 9/16/2016 LexisNexis,a division of RELX Inc. CiomPtEMIF,',": EXISNEXIS Authorized Signature: .� Name: Joshua Rosl an Job Title: Pricing Analyst Date: 9/15/2016 ND:SLGovt-LexisAdvance-SubAgt-Sept2015 ID#4839-7227-7287 ©2015 LexisNexis. All rights reserved. Page 3 of 5 DocuSign Envelope ID:2C7A1338-7BBC-4771-A894-63C227CAO1A1 CUSTOMER INFORMATION (Please type or print): Organization Name: Orange County (Full Legal Name) Billing Frequency: ® Monthly ❑Annually Physical Address Invoice Address Street Address: 200 S. Cameron Street Same as Physical Address City: Hillsborough State: North Carolina Zip: 27278 County: Orange Telephone: 919-245-2318 Fax: Parent Company: (if applicable) Type of Organization: nLegislative ❑ Judicial ❑ Executive Professional User: Practicing Area of Law: Support Staff: Employer Identification Number: Bar No: Issuing State: Date Issued/Expiration Date: Organization Web Address: Tax Exempt: ❑Yes(attach Sales Tax Exemption Certificate) MSA: ❑Yes ❑ No ❑ No Tax ID No: State Contract No: (If applicable) PO No: (If applicable) Contacts: Name Telephone Email Installation: John Roberts 919-245-2318 joroberts @orangecountync.gov Billing: Anne Marie Tosco 919-245-2320 amtosco @orangecountync.gov Policy/Legal same as installation Notification: Scheduling/Training: same as installation Name Telephone Super Admin: same as installation Email IP Address ND:SLGovt-LexisAdvance-SubAgt-Sept2015 ID#4839-7227-7287 ©2015 LexisNexis. All rights reserved. Page 4 of 5 DocuSign Envelope ID:2C7A1338-7BBC-4771-A894-63C227CAO1A1 CUSTOMER ID INFORMATION(Please type or print) ID HOLDERS'NAMES ID HOLDERS' ID HOLDERS'EMAIL ADDRESSES LOCATION/ADDRESS (additional sheet attached 0) TITLES/POSITIONS John Roberts Attorney joroberts @orangecountync.gov 200 S. Cameron Street Hillsborough, NC 27278 Annette Moore Attorney amoore @orangecountync.gov 200 S. Cameron Street Hillsborough, NC 27278 James Bryan Attorney jbryan @orangecountync.gov 200 S. Cameron Street Hillsborough, NC 27278 Anne Marie Tosco Attorney amtosco @orangecountync.gov 200 S. Cameron Street Hillsborough, NC 27278 ND:SLGovt-LexisAdvance-SubAgt-Sept2015 ID#4839-7227-7287 ©2015 LexisNexis. All rights reserved. Page 5 of 5 DocuSign Envelope ID:2C7A1338-7BBC-4771-A894-63C227CA01A1 frfr�wwr, � „ • g State&Local Government i Lex s N ex i s AGREEMENT ADDENDUM This Agreement Addendum (this "Addendum") amends and supplements the terms of the Online Services Agreement between LexisNexis, a division of RELX Inc. ("LN") and Orange County , a city, state, county or other local government agency ("Subscriber"). The Agreement shall consist of Subscriber's agreement (the "Subscriber Contract"), if applicable, the LexisNexis General Terms and Conditions viewable at www.lexisnexis.com/terms/general (the "General Terms"), together with any other LexisNexis contract proposals or other contract documents, all of which are incorporated into the Agreement by reference and made a part hereof(collectively the"Agreement"). 1. Term. The term of this Addendum shall be coterminous with the Agreement. 2. Governing Law; Applicable Law. Notwithstanding anything to the contrary in the Agreement, the Agreement shall be governed by the law of the U.S. State in which Subscriber is located. LN agrees to comply with all applicable laws of Subscriber's State in the performance of its obligations under the Agreement. For the avoidance of doubt, the law of the U.S. State shall not be construed to apply any tribal law. 3. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under the Agreement for any current or future fiscal period, then Subscriber, at its option, may terminate the Agreement on the last day of any calendar month upon ten (10) days' prior written notice to LN, without future obligations, liabilities, or penalties to LN, except for amounts due up to the time of termination. In addition, Subscriber shall certify and warrant in writing that sufficient funds have not been appropriated to continue the Agreement for the current or next fiscal year. 4. Data Ownership. Notwithstanding anything to the contrary in the Agreement, LN reserves all right, title and interest in and to the Online Services and the Materials made available therein. LN grants Subscriber only a limited, non-exclusive, non-transferable license to access and use the Online Services as set forth in the General Terms. 5. Right to Terminate; Termination for Cause. Subscriber shall have the right to terminate the Agreement upon thirty (30) days' prior written notice to LN. In the event that Subscriber wishes to terminate the Agreement for cause, Subscriber will provide LN with written notice and a thirty (30) days period to cure the breach. The written notice shall state the nature of the breach with specificity. 6. Late Payments. Any late payment provision is modified to state that Subscriber will pay late charges to the maximum legal rate under the applicable State Prompt Payment Act. All other references to interest or late charges are deemed struck. 7. Limitation of Liability. Subscriber, as a State entity, may not agree to assume the potential liability of LN. Accordingly, any limitation is null and void to the extent it precludes any action for injury to persons or for damages to personal property. 8. Indemnity; Liquidated Damages. Any provision in the Agreement requiring Subscriber to indemnify and hold LN harmless is deleted and replaced with a provision that requires Subscriber to be responsible for a breach of this Agreement solely to the extent permissible under State law. Any provision in the Agreement requiring LN to indemnify Subscriber is deleted and replaced with the indemnification provision in the General Terms. Any provision providing for the payment of liquidated or cover damages is deleted. 9. Warranties. LN's warranties for the Online Services are set forth in the General Terms. Any provision in the Agreement which sets forth additional warranties is deleted. 10. Assignment and Subcontracting. Notwithstanding anything to the contrary in the Agreement, LN shall have the right to assign the Agreement to an affiliate or to a successor by merger or to the transferee of substantially all of its stock or assets without Subscriber's prior written consent. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns. LN may also subcontract the performance of this Agreement so long as LN remains primarily liable to the State for the performance of its obligations hereunder. Any provision which attempts to prohibit LN from offshoring or outsourcing the services to be performed is deemed struck unless expressly accepted by LN in a separate writing. ND: ULSM-SLGovt-AlternateClausesContractAdm-Sept2015 ©2015 LexisNexis. ID#4838-4290-6152 All rights reserved. DocuSign Envelope ID:2C7A1338-7BBC-4771-A894-63C227CA01A1 11. Audit Rights. Subscriber shall have the right to audit the billing records of LN with respect to the provision of the Online Services under the Agreement as permitted by applicable State law. Subscriber shall provide LN with not less than ten (10) business days advanced written notice of any such audit. 12. Confidential Information. Notwithstanding anything in the Agreement to the contrary, the Agreement does not protect information that: (a) was in the recipient's ("Recipient") possession before receipt from the discloser ("Discloser"); (b) is independently developed or acquired by or for Recipient without use of Discloser's proprietary information; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; (d)was disclosed by Discloser to a third party not under an obligation of confidentiality; or (e) is or becomes available to the public through no fault of Recipient. LN agrees to employ industry standard security practices designed to minimize the introduction of malware or viruses and the threat of intrusion or hacking incidents. LN shall also comply with applicable data protection and breach laws in the performance of the Agreement. Accordingly, any provision in the Agreement which imposes specific security or encryption standards, or requires LN to provide notice of the release of confidential information within a set period of time is deleted. 13. Contract Amendment. All amendments, modifications, alterations or changes to the Agreement (excluding the General Terms which may be revised in accordance with Section 5.1 thereof), shall be in writing and signed by both parties. 14. Miscellaneous. 14.1 Except as expressly modified by this Addendum, all other terms and conditions of the Agreement will remain in full force and effect and will be unaffected by this Addendum. 14.2 If Subscriber issues a purchase order in connection with the Agreement, Subscriber acknowledges and agrees that the purchase order shall be for Subscriber's internal purposes only and shall not modify or affect any of the other terms or conditions for access to the Online Services. 14.3 In the event of a conflict between the terms of the Agreement and this Addendum, this Addendum will control. In the event of a conflict between the various contract documents that comprise the Agreement, such conflicts shall be resolved in the following order: the General Terms shall control with regard to access and use of the Online Services, for all other purposes, the order of precedence shall be this Addendum, the Subscriber Contract, and then any other LN contract documents. LN's acceptance of the terms of this Addendum shall be evidenced by its signature below or by providing Subscriber with access to the Online Services. AGREED TO AND ACCEPTED BY: ORANGE COUNTY LexisNex o iN, ign of Inc. r ,¢Du .5R 17C1 d BSCRIBER g�J V n BY: IJbV�,lildt, lka.wAt,►�'Sl,t y BY: i/iJj• `�/` -il --06a7994B755E477... --7EF4 7485DFA426 NAME: Bonnie Hammersley NAME: Joshua Roslan TITLE: County Manager TITLE: Pricing Analyst 9/16/2016 9/15/2016 DATE: DATE: 4838-4290-6152,v. 1 ND: ULSM-SLGovt-AlternateClausesContractAdm-Sept2015 ©2015 LexisNexis. ID#4838-4290-6152 All rights reserved.