1985-2301243L
NO &7A-30
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
PASSED AND APPROVED this the ~ day of 1985
I STEW R
CIT OF D NTON, TEXAS
ATTEST
CLOTTt ALLEN, CITY C
CI OF ENTON, TEXAS
APPROVED AS TO LEGAL FORM
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
CITY OF DENTON, TEXAS
1// Lsf~
BY A 022 td,
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 lase and License WEST grants to Subscriber during
the term of i 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 professiondl 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 Billtn and
will sen to u scr
such month in accor
receipt of invoice,
Thereafter WEST may
any unpaid balance
Payment After the end of each calendar month, WEST
efb r an invoice setting forth charges incurred during
dance with the adopted plan Within thirty days after
Subscriber will pay to WEST the full amount due
charge Subscriber up to the maximum legal interest on
4. Equipment The equipment ("Equipment") will be provided by
and, if supplied by Subscriber, must be tested by
West 3s to items -compatibility with WESTLAW Equipment will consist of
Block Mode
Terminal Type IBkl 3270 PC
Modem Ali i A coop arih e
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 gent Equipment 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 utor s sha 11 remain the exclusive owners o a 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 tice Unless each printout page or other tangible
form of retr eyed DNoata 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 Res onsibilit for Use of Data and Limitation of West's Liability
Subscriber assumes so a respons ty or a use o 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 Severability 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-UT 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 ttorn s ce
St Paul, Minnesota 55165 215 Last cenney
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 MonthturUsa a C aar~ess Usage is charged at the rate of $150
pe o, w ti the 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 Changes 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
WEST LAW must omplete 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 of Char es and Taxes The charges set forth
erein are su ect to c ange 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