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HomeMy WebLinkAbout1985-2301243L IFINFER AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON AND WESTLAW FOR A SUBSCRIBER AGREEMENT, AND PROVIDING FOR AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Council hereby approves and authorizes the City Manager to execute the Subscriber Agreement between the City of Denton, and West Publishing Company, under the terms and conditions contained in said agreement which is attached hereto and made a part hereof SECTION II That this ordinance shall become effective immediately upon its passage and approval fie% PASSED AND APPROVED this the ;J day of 1985 I W / /� ,STEWART: I►► WTON, ATTEST APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY CITY OF DENTON, TEXAS WESTLAW SUBSCRIBER AGREEMENT AGREEMENT between WEST PUBLISHING COMPANY ("WEST) and City of Denton, City Attorne is Office _ ("Subscr ber as follows 1 Acce s to Data Base and License WEST grants to Subscriber during the term o th s agreement a r g t of access to the data ("Data") in the WESTLAW data base ("Data Base") through a terminal in Subscriber's office for use in connection with Subscriber's professional work and (ii) a limited, nonexclusive, nontransferable license to use Data copyrighted (or copyrightable) by WEST and other contributors to the Data Base iden- tified therein as copyright owners ("Contributors") in the performance of Subscriber's professional work Any storage, reproduction, transmission, or transfer for consideration of any portion of the Data Base is strictly prohibited 2 Subsc_ri tion Fee Subscriber shall pay WEST the fee for Plan described in c3 hedule A Subscriber may elect to substitute one of the other applicable plans then available by giving West thirty days written notice No plan can be adopted for a period of less than three months Training is provided on the terms specified in Schedule A Fees are exclusive of any Stata or local sales, use or other taxes of a similar nature and are subject to change (with notice) prior to the effective date of this agreement and twelve months thereafter upon sixty days notice 3 B�ill�in�and Payment After the end of each calendar month, WEST will sen td o Subscr eib r an invoice setting forth charges incurred during such month in accordance with the adopted plan Within thirty days after receipt of invoice, Subscriber will pay to WEST the full amount due Thereafter WEST may charge Subscriber up to the maximum legal interest on any unpaid balance 4. Equipment The equipment ("Equipment") will be provided by �_ and, if supplied by Subscriber, must be tested by West 3s to its s compatibility with WESTLAW Equipment will consist of Block Mode Terminal Type IBkl 3270 PC Modem Bell 1 A comnatihle__ Software Provided by West Character Mode Terminal Type Model No I D Number Single Spaced Double Spaced I D Used Modem Software Schedule B1, B2 and B3 cover purchase and lease options available if Sub- scriber wishes to purchase or lease the equipment from WESTLAW Services, Inc (WSI) Equipment not purchased but provided to the customer by WSI under specified options, during the term of this agreement, shall be installed in an environment prepared by subscriber as requested and may be removed by WSI upon termination of this agreement Equipment supplied by subscriber will be installed and maintained by subscriber at its expense WEST (or its designated representative) shall have the exclusive right and obligation to connect, maintain and disconnect at any time the access line from the Equipment to the Data Base 5 Alteration of E ui ggenEquipment shall be kept by Subscriber in its so7e possession ubscrjber is responsible for all use of and any damage to Equipment An alteration or attachment to any piece of Equipment may be made only upon prior written approval from WEST The term "alteration" means any change to any piece of Equipment which deviates from the manufacturer's physical, mechanical or electric machine design for such piece of Equipment, whether or not additional devices or parts are required or may be added The term "attachment" means the mechanical or electric or electronic interconnection of other equipment and devices to any piece of Equipment 6 Owmershi and Dissemination of the Data Base and the Licensed Data WEST and Contra utorTi) s sha11 remain the exclusive owners of all right, title and interest in the Data Base and Data licensed hereunder and all copyrights (and renewals, thereof) heretofore or hereafter secured therein All publication, dissemination and other rights in the Data Base and the Data licensed hereunder are reserved to WEST and Contributor(s) in all languages, formats and media throughout the world for the sole and exclu- sive use or any other disposition by WEST and Contributor(s) or their assignees or grantees at any time and from time to time without obligation or liability to the Subscriber Subscriber shall not make any printout or other tangible form of retrieved Data available to any other person without first obtaining a written agreement from such person not to further disse- minate such material 7 Co ri hit Not__ice Unless each printout page or other tangible form of retr eyed Data shall contain a WEST copyright notice, Subscriber shall stamp or otherwise affix on each printout page or other tangible form of retrieved Data a WEST copyright notice which, except if Subscriber is notified to the contrary, shall be the following notice (including the current calendar year) "(c)COPR WEST 19 NO CLAIM TO ORIG U S GOVT WORKS" 8 Responsibilit for Use of Data and Limitation of West's Liability Subscriber assumes so a respons ty for alFuse of the Data Base an Data WEST representatives are not authorized to assist with the perfor- mance of professional work If Subscriber requests and receives assistance from WEST personnel in researching any point of law, such assistance shall be at Subscriber's risk, and WEST shall not have any responsibility or liability with respect thereto WEST's full liability hereunder for any and all claims of damages, for any cause whatsoever and regardless of the form of the action, whether in contract or tort, including negligence, shall be limited to the fee paid or payable by Subscriber for access to and use of the Data Base and Data during the period any events which are the basis for any such claim(s) occur IN NO EVENT SHALL WEST BE LIABLE FOR ANY DAMAGES RESULTING FROM SUBSCRIBER'S INABILITY OR FAILURE TO PERFORM PROFESSIONAL WORK, OR FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO SUBSCRIBER'S RIGHTS UNDER THIS AGREEMENT, EVEN IF WEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES 9 Term and Termination This agreement will become effective, sub- ject to approval —ate execu on by an authorized representative of WEST in St Paul, Minnesota, on the date the Equipment provides access to WESTLAW and will continue in force until terminated by either party upon sixty days written notice to the other party, provided, however, that it may not be terminated prior to one year after the date on which this agreement first becomes effective Either party, however, shall have the immediate right to terminate this agreement if the other party commits a material breach hereof The second sentence of Section 1 and all of Sections 2, 3, 4, 6, 7, and 8 shall survive any termination of this agreement 10 Entire Agreement This agreement and its schedules constitute the entire understanding —between the parties with respect to the subject matter hereof and supersede any and all prior understandings and agreements, oral and written, relating hereto Any amendment hereof must be in writing and signed by both parties 11 Assignment Neither this agreement nor any rights hereunder may be assigned, subllcensed, or otherwise transferred, in whole or in part, by Subscriber, without prior written consent from WEST 12 Limitation of Claims Except for fees due hereunder or improper use of the Data Base, no claim, regardless of form, arising out of this agreement may be made, or action based upon such claim brought, by either party more than eighteen months after the basis for such claim becomes known to the party wishing to assert it 13 Seve�rability If any provision of this agreement shall be deter- mined to a vb oid,__invalid, unenforceable or illegal for any reason, the validity and enforceability of all the remaining provisions shall not be affected thereby 14 Non -Waiver The failure of either party to exercise any of its rights under-tUTi s agreement for a breach thereof shall not be deemed to be a waiver of such rights nor shall the same be deemed to be a waiver of any subsequent breach 15 Notice All notices under this agreement shall be given in writing to the parties as follows To WEST West Publishing Company To Subscriber 50 West Kellogg Boulevard Debra Adami Drayovitch P 0 Box 3526 t ttorne s ce St Paul, Minnesota 55165 Last c nney Attention James E Taylor enton, exas WEST PUBLISHING COMPANY S bscr ber Signature Signature Title Title City Ilanager Date Street/Bldg 215 East McKinney City/State Denton, Texas 76201 Telephone 817 /566-8333 February 1, 1983 (4) Contact Debra Adami Drayovitch SCHEDULE A TO MESTLAW SUBSCRIBER AGREEMENT PLAN IA - PRIVATE DIAL -UP SERVICE I Mgnthly Subscription Charge Subscriber shall have a monthly sdbscr p on— e� o 50 00 II Equipment Equipment shall be purchased pursuant to Schedule B1 Equipment shall be purchased pursuant to Schedule B2 Equipment shall be leased pursuant to Schedule B3 //j7 Equipment shall be provided by Subscriber The Equipment must be certified by West as being compatible with WESTLAW III. Authorized Use. West shall issue passwords to Subscriber's personnel u scriber may allow WESTLAW usage by non - personnel pursuant to the terms and conditions of the accom- panying WESTLAW Subscriber Agreement ("Subscriber agreement"), provided that each person desiring such access first executes a WESTLAW User Agreement in the form of Schedule C All hours of use by persons using WESTLAW pursuant to Schedule C shall be attributable to Subscriber and included in Subscriber's monthly usage charges hereunder IV Montht Usa a C aar�ess Usage is charged at the rate of $150 pe our, w ti exception of the following current aware- ness databases, which are charged at $60 per hour Tax Notes Highlights CCH Tax Day CCH State Tax Day CCH Tax News All hourly charges are increased by $20 per hour for subscri- bers in Alaska, Hawaii and Puerto Rico In addition, each hour of usage on the Allfeds and Allstates databases will count as 1 5 hours V Off -Line Print Charge2s Off-line printing will be available a per ne n addition, printing performed by WESTPRINT, West's print and mail service, will result in a $15 handling charge per individual user per day VI Training Charges Each of Subscriber's personnel who will use WESTL AW W must a basic training session conducted by West or its designated representative on the use of WESTLAW West or its designated representative shall provide training at a charge of $70 per trainee The minimum training charge for the first day shall be $280 The maximum training charge per subscriber is $2,100 Training charges include written instructional materials, on-line training courses and per- sonalized instruction Subscriber shall receive a credit of one hour free WESTLAW usage for use by each trainee so trained and shall be cancelled if not used within 15 days of such trainee's basic training session Number of Subscribers Personnel to be Trained VII Modification Char es and Taxes The charges set forth erein are suof ect to c Ind by West with notice prior to the effective date of the Subscriber Agreement and upon 60 days prior written notice after the initial one year term thereof, and are exclusive of any applicable state or local sales, use or other taxes, which shall be paid by Subscriber March 1, 1985