Loading...
HomeMy WebLinkAbout23386TM LexisNexisTM ~Q LIMITED FIXED PRICE AMENDMENT FOR STATE AND LOCAL GOVERNMENT MARKET LexisNexis,a division of Reed Elsevier Inc.("LN")with offices located at 9443 Springboro Pike,Miamisburg,Ohio 45342 and FRESNO COUNTY with offices located at 1821 Fulton Street.Fresno.CA 93721 ("Subscriber")agree to amend the Subscription Agreement (the "Agreement")previously executed between LN and Subscriber by adding to the Agreement the terms and conditions set forth below (the "Amendment"),effective Jan 1.2002,and continuing for twelve (12)full calendar months (the "Initial Term").After the Initial Term,this Amendment will automatically renew for four (4)additional one (1)year terms (a "Renewal Term")(collectivelythe ''Term'')until the expiration of the last Renewal Term,unless sooner terminated by either party as set forth herein. 1.PLATFORM AND MENUS 1.1 In exchange for Subscriber's commitment to pay the following monthly amounts to LN (the ''Total Monthly Commitment"), and subject to Section 1.3 below,Subscriber will have access to and use of the materials and features available in the services,menu and/or products ("Preferred Services").The Total Monthly Commitment shall also include all fees for LN Session Manager software (including maintenance)required to access the Preferred Services,training on the use of the Preferred Services and Customer SUDDort. MENU DESCRIPTION PREFERRED SERVICES PLATFORM N LEGAL WEST REG.NEWS CA PUB.REC &NAT'L LOCATE lexis.com lexis.com lexis.com 1.2 At no additional charge,Subscriber may do offline printing,online printing and saving to disk of materials retrieved from the Preferred Services. 1.3 During the Term,LN will review Subscriber's actual monthly use of the Preferred Services("Actual Use")computed in accordance with the then current State and Local Governmenttime based price schedule (the "Price Schedule").In the event the Actual Use exceeds ten (10)times the Total Monthly Commitment for three (3)consecutive months,LN and Subscriber will renegotiate in good faith the terms and conditions of this Amendment. 1.4 This Amendment relates only to the Subscriber billing account number and location (the "Participating Billgroup")listed below.Only employees of the Participating Billgroup will be entitled to access the Preferred Services.Each identification number issued will be used solely by the individual for which it was issued and will not be shared under any circumstances. 2.ADDITIONAL CHARGES 2.1 Subscriber will pay then current rates for images and Dun &Bradstreet Reports retrievedthrough the Preferred Services. 2.3 Subscriber will not have access to or use of any LN services or features not accessed through the Preferred Services. TERM-#bFFOtt ii TOTBM?EY..IICALENDAR.MONTHS COMMITMENT 12 $9,000.00 13-24 $9,630.00 25-36 $10,304.00 37-48 $11,025.00 49-60 $11,797.00 Bll.LQRbOF>#LOCAT!QN(CITYAND STATE)...PILATFORM 112H9 FRESNO Subscriber,CA lexis.com 3.CLOSED OFFER The offer ot LN contained herein is valid until 9/15/2001.In order to implement the terms and conditions contained herein by the first day of a calendar month,LN must receive this signed Amendment by the 20th day of the preceding month. 4.CONFIDENTIAL INFORMATION Subject to any California Public Records Act,this Amendment contains confidential pricing information of LN.Subscriber understands that disclosure of the terms and conditions 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.Nothing contained in this Amendment shall affect or abridge Subscriber's obligations under any Public Records Act in the State of California. 5.INVOICING AND PAYMENTS Invoices shall be submitted to Fresno County,Information Technology Services Department,Attention Accounting,1821 Fulton Street,Fresno,California 93702.Payment shall be mailed within thirty (30)days after review and approval of the invoice by Subscriber.Subscriber will review and approve invoices within fifteen (15)days after receipt of invoice or provide written notice identifying why the invoice is not approved.Payment shall be mailed to LexisNexis,P.O.Box 4166, Los Angeles,CA 90096-4166. 6.Non-Allocation of Funds Subscriber's payment and related obligations hereunder,are contingent on the approval of funds by the appropriating government agency.Should sufficient funds not be allocated,the Preferred Services may be modified,or the Agreement may be terminated,at any time by giving LN thirty (30)days advance written notice. 7.INDEPENDENT CONTRACTOR In performance of the work,duties and obligations assumed by LN under this Agreement,it is mutually understood LN, including all of it's officers,agents,and employees will at all times during the Term act and perform as independent contractors,and shall act in an independent capacity and not as an officer,agent,servant,employee,joint venture,partner,or associate of the Subscriber.Subscriber shall have no right to control or supervise or direct the manner or method by which LN shall perform its work.Neither LN,nor any of its officers,employees or agents shall be entitled to any employment rights or benefits available from Subscriber.LN shall be solely liable and responsible for providing to,or on behalf of,its employees all legally required employee benefits.In addition,LN shall be solely responsible and save Subscriber harmless from all matters relating to payment of LN employees,including compliance with Social Security withholding and all other regulations governing such matters.It is acknowledged that during the term of this Agreement,LN may be providing services to others unrelated to the Subscriber or to this Agreement. 8.INSURANCE During the Term,LN,at its sole expense,shall maintain in full force and effect the following insurance: 1.Comprehensive General Liability Insurance with limits of not less than one million dollars ($1,000,000.00),and Workers Compensation insurance in accordance with the California Labor Code.2. This insurance shall not be cancelled or changed without a minimum of thirty (30)days advance,written notice given to Subscriber.Upon the request of Subscriber,LN shall provide certificates of insurance on the foregoing policies,as required herein,to Subscriber's Information Technology Services Department,stating that such insurance has been obtained and is in full force at no expense to Subscriber.If LN fails to keep the insurance coverage in effect during the Term,Subscriber may,in addition to other remedies,may suspend or terminate this Amendment upon notice to LN. 9.DEFENSE OF CLAIMS LN shall defend or,at it option,settle any action or proceeding of any kind or description based upon a third party's claim of death or personal injury of any person or property damage due to the negligence or willful misconduct of LN,asserted against Subscriber by such third party provided:(i)the death or personal injury to any person or the property damage was not caused in whole or in party by Subscriber;(ii)LN is given prompt notice of any such claim;and (iii)LN is given the right to control and direct the investigation,defense and settlement of each such claim.Subscriber,at the expense of LN, shall reasonably cooperate with LN in connection with the foregoing.If notified promptly in writing of any such claim, demand or a judicial action brought against Subscriber based on an allegation that the death or personal injury of any person or property damage was caused LN,LN will pay all costs,including reasonable attorney fees,associated with resolving such claim and will pay the judgment or settlement amount (if any). doc 10.AUDIT AND INSPECTIONS Upon the written request of Subscriber,LN shall during reasonable business hours,and as often as the Subscriber may deem necessary,make available to the Subscriber for examination all of its records and data with respect to the matters covered by this Agreement.LN shall,upon request by the Subscriber,permit the Subscriber to audit and inspect all of such records and data necessary to ensure compliance with the terms of this Agreement.If this Agreement exceeds ten thousand dollars ($10,000.00),LN shall be subject to the examination and audit of the Auditor General of the State of California for a period of three (3)years after final payment under the Agreement (Government Code Section 8546.7). 11.NOTICES All written notices required under the terms of the Agreement shall be sent to the following addresses: Subscriber LN COUNTY OF FRESNO InformationTechnology Services Dept 1821 Fulton Street Fresno,CA 93721 LexisNexis 400 Capitol Mall,Suite 1240 Sacramento,CA 95814 with a copy to: LexisNexis; Attn:Customer Legal Services 9443 Springboro Pike, Miamisburg,Ohio 45342 12.TAXES Notwithstandinganything to the contrary in the Agreement,Subscriber is tax exempt and will provide LN with a copy of its tax exemption certificate. 13.ADDITIONAL TERMS 13.1 Regardless of whether Subscriber was charged at standard rates,use and charges relating to identification numbers issued under the Participating Billgroups will not be eligible for discounts or aggregated with use of or charges for other non- participating billgroups. 13.2 During the Term,the Monthly Subscription Charges otherwise payable by Subscriber under the applicable Price Schedule will be waived. 13.3 Notwithstanding anything to the contrary set forth in the Agreement,the Agreement and this Amendment may be terminated by Subscriber on the first day of any calendar month upon thirty (30)days prior written notice to LN,except that this Amendment may be terminated by Subscriber effective (a)as of the date of any increase in the Total Monthly Commitment,other than an increase pursuant to Section 1.1,provided LN has received at least ten (10)days notice thereof from Subscriber prior to that date or (b)ten (10)days after LN receives notice thereof from Subscriber in the event LN discontinues any materials or features in the Preferred Services pursuant to Section 13.4 of this Amendment. Notwithstanding the foregoing,Subscriber may immediately suspend or terminate this Agreement in whole or in part,where in the determination of the Subscriber there is: i. ii. iii. An illegal or improper use of funds; A failure to comply with any material term of this Agreement; A substantially incorrect or incomplete report submitted to the Subscriber (excluding all Materials retrieved from the Preferred Services);or The Preferred Services are not available.iv. In no event shall any payment by the Subscriber constitute a waiver by the Subscriber of any breach of this Agreement or any default,which may then exist on the part of LN.Neither shall such payment impair or prejudice any remedy available to the Subscriber with respect to the breach or default. 13.4 LN may discontinue offering to Subscriber any of the materials or features currently part of the Preferred Services.In that event,Subscriber may terminate this Amendment at its option pursuant to section 13.3. 13.5 Upon termination of this Amendment,however occurring,continued use of the Preferred Services by Subscriber will be billed at then current rates under the Price Schedule. 13.6 Section 5.6 of Exhibit A to the Agreement shall be revised by deleting the name "Ohio"and replacing it with "California".