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ORIGINAL CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION From: JAMES F. PENMAN Subject: Authorization to Execute a Three-Year City Attorney Contract with and to Issue a Purchase Order to Thomson-West to Provide On-Line Legal Research Dept: CITY ATTORNEY Services to the City Attorney's Office Date: January 4,2010 Synopsis of Previous Council Action: Recommended motion: Approve resolution. 4i ature Contact person: Diane C. Roth Phone: 5355 Supporting data attached: Staff Report Ward: FUNDING REQUIREMENTS: Amount: $29 265 60 (Yr 1) $30 718 80 (yr 2) $32,254.74 (yr. 3) Source: In budget for current fiscal year Finance: Council Notes: CSD Agenda Item No. 25 ►-y -2a�o STAFF REPORT Council Meeting Date: TO: Mayor and Common Council FROM: City Attorney's Office DATE: January 4, 2010 The City Attorney's Office maintains a law library and also uses on-line computerized legal research. There are only two providers of this service that provide all such services required by the City Attorney's Office: Thomson-West(Westlaw) and Lexis-Nexis. After several meetings with both providers,and having received quotes from both,City Attorney staff has determined that Thomson- West has made the lowest and best offer. In addition,because Westlaw is the current provider,staff will not have to undergo training to learn a new system. Staff was able to reduce the cost by eliminating from the contract data bases accessed fewer than 10 times in the past year, and negotiated a 30% discount on on-line research (as opposed to the 15% discount on the previous contract). This reduces the monthly charges from over$4,000 to $2,438 for the first year of the contract,resulting in a net savings of approximately$19,200 the first year a savings of approximately$17,280 in year two and a savings of approximately$15,745 in year three. In addition, Thomson-West will continue to give the City Attorney's Office a 50%discount on its print library. In order to obtain the best pricing,the City Attorney's Office must execute a three-year contract with a maximum of a 5% increase in each of the final two years. 1 RESOLUTION NO. 2010- COPY 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 35 LN BERNARDINO AUTHORIZING THE CITY ATTORNEY TO EXECUTE A THREE- AR CONTRACT WITH THOMSON-WEST TO PROVIDE ON-LINE LEGAL RESEARCH 4S :RVICES (WESTLAW) TO THE CITY ATTORNEY'S OFFICE AND TO AUTHORIZE E ISSUANCE OF A PURCHASE ORDER. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 6C F SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The City Attorney or his designee is hereby authorized to execute a three- 8y ar contract with Thompson-West to provide on-line legal research services("Westlaw")to the City 9 orney's Office,a copy of which is attached hereto marked Exhibit"A"and incorporated herein by 10 r( ference as fully as though set forth at length. 11 SECTION 2. The Purchasing Manager of the City of San Bernardino is hereby authorized 12 13 d directed to execute on behalf of the City Attorney's Office a Purchase Order to Thomson-West f r the above referenced contract. 14 15 SECTION 3. The authorizations granted hereunder shall expire and be void and of no 16 rther effect if the agreement is not executed by both parties and returned to the Office of the City 17 erk within sixty (60) days following the effective date of the resolution. 18/ / 19/ / 20/ / 21/ / 22/ / 23/ / 24/ / 25/ / 26/ / 27/ / 28 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY ATTORNEY TO EXECUTE A THREE-YEAR 2 CONTRACT WITH THOMSON-WEST TO PROVIDE ON-LINE LEGAL RESEARCH SERVICES (WESTLAW) TO THE CITY ATTORNEY'S OFFICE AND TO AUTHORIZE 3 THE ISSUANCE OF A PURCHASE ORDER. 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 6 Common Council of the City of San Bernardino at a meeting thereof, held on the_day 7 of , 2010, by the following vote, to wit: 8 COUNCIL MEMBERS: AYES NAYS ABSTAIN ABSENT 9 ESTRADA 10 BAXTER 11 BRINKER 12 SHORETT 13 KELLEY 14 JOHNSON Is MC CAMMACK 16 17 Rachel Clark, City Clerk 18 19 The foregoing Resolution is hereby approved this day of , 2010. 20 21 PATRICK J. MORRIS, Mayor 22 City of San Bernardino 23 Approved as to form: 24 JAMES F. PENMAN, City Attorney 25 26 By: 27 tiy.. 28 WEST ORDER FORM FOR WESTPACE PRODUCTS 610 Opperman Drive WEST St.Paul,MN 55164-1803 Tel:651/687-8000 AThomson Reuters business Check West account status below as applicable: Rep Name&Number Michael Jacobs, 0106119 New (NACI Farm attached) Existing with Increase Credit Limit_ (NACI Form attached) y S Existing ith no changes X Existing with changes A g g g g (Permanent name change must attach a Customer Name Change Form) m - Acct# 1000801947 PO# Dare Dec-14-2009 A . SAN BERNARDINO CITY ATTORNEY Bill To Acct e Name/Subscriber # Order Confirmation Contact Name Edna Divellls m E-Mail edivellis @sbcityattomey.org Westlaw Password Contact Name(for password delivery) Edna Divellis E-Mail edivellis @sbcityattorney.org Permanent Address Change One-Time Ship To Additional Ship To Additional Bill To Name Attn: z Ve Address Suite/Floor M City State County Zip WestPack WestlawPRO Products WestPack Promotion Code: WPK3 #of Passwords/ Monthly Banded' Per Total Monthly Full Svc# WestlawPRO Products FTEs/Students Base Rate User Rate Other WestlawPRO,Char es 40584058 Iwestlaw Government Select 20 $3484.00 1 1-30% 1 $2438.80 Notes: Total Monthly Charges$ $2438.80 WestPack Print and CD-ROM Products -Quantity of WestPack Titles- List/CD-ROM Total List/CD- Full Svc# WestPack Print and CD-ROM Products New* Existing Charges Other ROM Charges 40894627 CA CT RLS ST/FED DISTIFED BANKR PAM SUB 1 50% 21077267 CA CODE FMS ELECTIONS SUB 1 50% 21061301 FED CIV JUD PROC& RULES SUB 2 50% 15348166 CA COURT RULES SOUTHERN SUB 1 50% 15615126 CA CODE FMS GOVT 3D SUB 1 50% 15615061 CA CODE FMS CIV PROC 6TH SUB 1 50% 21098752 CA JUDICIAL COUNCIL FMS PAM SUB 1 50% 15414422 CA CODE FMS CIV SUB 1 50% 13971847 STATE&LOCAL GOVT EMPL LIAB SUB 1 50% 13991414 CA CIV PR GO EMPL LITIG SUB 1 50% 15274868 CIV RIGHTS& LIB LITIG SUB 1 50% t Total Charges gasp' Total Charges includes charges from attached page 2,if applicable. • This is a new title for Subscriber or Subscriber maintains an existing subscription to this WestPack title and desires additional copy(les)-ship and enter subscription(s)for the requested tide. .< Subscriber maintains existing subscription(s)to this WestPack title-do not ship. 4/1/09 SANUnct Exhibit "A„ 490.dot THOMSON WEST Additional WestPack Products Page Additional WestPack Products Page to any West Order Form for Additional WestPack Print and/or CD-RO.M Products(must accompany applicable West Order Form that includes WestPack Print and/or CD-ROM Products) Account# 1 1000801947 Account Name I SAN BERNARDINO CITY ATTORNEY -Quantity of WestPack Titles- WestPack Print and CD-ROM List/CD-ROM Total List/CD-ROM Full Svc# Products New * Existing"" Charges Other Charges 11661581 CA JURY INSTR CALCRIM&CALJIC SUB 1 50% 40070691 CA SESSION LAWS BV SUB 1 50% 13827185 CA AFFIRMATIVE DEFENSE SUB 1 50% 39040705 SUP COURT REP SUB 1 50% 13516937 STATE COURTS SECT 1983 LITIG SUB 1 50% 13513091 DISABILITY DISCRIM WORKPLACE SUB 1 50% 11229213 CA JURY INSTR CIV BAJI&CACI SUB 1 50% 13516317 POLICE MISCONDUCT LAW SUB 1 50% 13512915 CABLE N&NONBROADCAST MEDIA SUB 1 50% 13515078 LOCAL REGULATION ADULT BUSINESS SUB 1 50% 13515264 LOCAL GOVT LAW SUB 1 50% 13515817 MATTHEWS MUN ORDINANCES SUB 1 50% 21024007 W&P SUB 1 50% 13515833 MCOUILLIN MUN CORPS SUB 1 50% 13518026 CA JUR SUB 1 50% 21040614 CA CODE SUB 1 50% 21048097 USCA SUB 1 50% Additional WestPack Print and/or CD-ROM Products Total: (This total must be carried forward to the applicable West Order Form that includes WestPack and/or CD-ROM Products) 10/1!06 SAMInct SOO.dar Monthly,WestlawPRO Charges and CD-ROM Charges arc billed on the date West processes Subscriber's order and continue for the minimum term elected by Subscriber with his/her initials below("Minimum Term"). If Subscriber agrees to commit to a longer Minimum Term of 24 months or 36 months, any increase in Subscriber's Monthly WestlawPRO Charges will be billed as set forth herein. Subscriber also agrees to maintain all subscriptions to the WestPack print products(new and/or existing as set forth above)during the Minimum Term and the charges for Subscriber's WestPack print products(both initial print charge("Initial We[P8ck Charges")and print and CD-ROM subscription services charges including CD-ROM Charges("WestPack Subscription Charge"))shall be billed as set forth herein. Upon conclusion of the Minimum Term, Monthly WestIawPRO Charges, CD-ROM Charge and WestPack Subscription Charges arc billed thereafter at up to then-current rates. Excluded Charges and Monthly 'estlawPRO Charges(after the Minimum Term)may be modified as set forth in the Subscriber Agreement(as defined herein). Subscriber is responsible for all Excluded -barges as incurred. Subscriber's initials for 12,24 or 36 Month Minimum Term 12 Month Minimum Term for WestlawPRO,WestPack Print and CD-ROM Products-20%WestPack Print and CD-ROM Product discount(new and existing) _ 24 Month Minimum Term for WestIawPRO, WestPack Print and CD-ROM Products-30%WmtPuck Print and CD-ROM Product discount(new and existing)- XMonthly WestlawPRO Charges for second 12 months not m increase by more than %n over Monthly WestlawPRO Charges for initial 12 months. _]�_ 36 Month Minimum Term for WesdawPRO, WestPack Print and CD-ROM Products-500/4 WestPack Print and CD-ROM Product discount(new and existing)- Monthly WestIaWPRO Charges for second 12 months not m increase by mom than 5 % over Monthly WestlawPRO Charges for initial 12 months and Monthly WesllaWPRO Charges for third 12 months not to increase by more than 5 %over Monthly WesdaarPRO Charges for second 12 months. X , Subscriber's Initials 10 attorneys or corporate users are employed by Subscriber at the location identified above. If West lesions that the number of Subscriber's affiliated attorneys exceeds this number,West reserve the right to increase Subscriber's Monthly WmtlawPRO Charges as applicable. Internal Corporate Use Only BND Technical Contact for Westiaw Patron Access and Campus Research Name(please print): Telephone: E-Mail Address: Current Account#: Patron Access: IP Address: tine 14 mama pm�ermiw.Adtiwavi Vaba maY oe artacneti ii neeAN. Campus Research:IP Address Range •Orders submitted,without rP Address information tray delay set up and acce Subscriber Initials Terminals will be used for Patron Access ( t required or Cam us Research). WestIswPR0 Re eels Wes0swPRO Products Current Montldv WestlawPRO Charges Notes: _ Subscriber's Initials for 12 Month Renewal Term•Subscriber agrees to commit itioml 12 months and the Monthly WestlawPRO Charges for the such additional 12 months shall be %more than the current Monthly WestlawPRO Charges. Subscriber's Initials for 24 Month Renewal Term a Subscriber agrees to com t to an additional 24 months. The Monthly WedawPRO Charges for the first additional 12 months shall be %more than the current Monthly WmtlawP Ch a d the Monthly WestlawPRO Charges for the second additional 12 months shall be %more than the Monthly W mtlawPRO Charges for the first add onal 12 nibs. _ Subscriber's Initials for 36 Mouth Renewal Term' Subscriber a to co mit to an dditional 36 months. The Monthly WestlawPRO Charges for the first additional 12 months shall be a/more than the current Monthly West la P O Ch es and the onthly WestlawPRO Charge for the second additional 12 months shall be %more than the Monthly W'esdawPRO Charges for the first additi n 12 m ths. The Mo thly WestIaWPRO Charges for the third additional 12 months shall be %more than the Monthly WestlawPRO Charges for the second additio mo ths. In the event a promotion in the underlying Order Form required Subscriber to mai a subscripti to certain West products in order m be eligible for such promotion ("Dependency Subscription(s)"),Subscriber must also maintain such Dependency Subs non(s)duri the Renewal Term so that Subscriber may be eligible for the pricing set forth herein. In the event Subscriber rentunates any of the Dependency ription ) th enewal Tenn,any promotions and related discounts for the Dependency Subscription(s)shall immediately terminate. • Effective at the end of the current Minimum Tenn("Renewal Terri'). Upon con union of the Renewal Term.Monthly WestlawPRO Charges are billed thereafter at then- current rate. Excluded Charges and Monthly WesdawPRO Charges (after the R al Term) may be modified as set forth in the Subscriber Agreement Subscriber is responsible for all Excluded Charges as incurred. During the Renewal Te an hereafter, Subscriber's access to and use of Wesflaw shall be governed by the Subscriber Agreement. Wes asses rds and OuickView+ Last Name First Name,M.I. AM' Lib Para Other Product(s) i I 4/1/09 SAMlnet 490.dor Subscriber shall authorize which Westlaw password(s)shall have access in QuickViewt. Actual charges billed by West may vary from c ges reported on QuickView+. Subscriber shall pay charges as billed. West does not warrant and has no liability with respect to the accuracy of charges or other information o QuickVic". Authorized QuickView+Password Holder Password Authorized Acct.# Additional Non-WestPaek WestlawPRO,CD-ROM and West LegalEdcenter Products Per Tom]Monthly Non-WestPaek WestlawPRO/CD- #of Pwds Mn.Banded/ User/C c. WadaWPRO/CD/ Full Svc# ROM/WLEC Products Cone.CD Users Base Rate User to he WLEC Cha es Nola: Total onthly C ges S Monthly WestlawPRO Charges,CD-ROM Charges and West LegalEdcen=Charges, are billed on the date West processes S scriber's or cr and continue for a 12 month Minimum Term. Upon conclusion of the Minimum Term,CD-ROM Charges are billed thereafter at then-current rata. If ubscriber elects a longer Minimum Term the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges will be billed as set forth herein. Upon co lusion the WestlawPRO and/or West LegalEdcenter Minimum Tern, Monthly WestlawPRO Charges and/or West LegalEdcenw Charges are billed thereafter at u m then rent rates. Excluded Charges and Monthly WestlawPRO Charges(after the Minimum Term)may be modified as set forth in the Subscriber Agreement(as d nrd he ). Subscriber is responsible for all Excluded Charges as incurred. _ Subscriber's Initials for 24 Month WatlowPRO and/or West LegalEdcenter Minimum Term Su s Fees to c mit to a Minimum Term of 24 months and the Monthly WestlawPRO Charges andlor West LegalEdcenter Charges for the second 12 months not to fine a more than ai6 over the Monthly WestlawPRO Charges and/or West LegalEdcemer Charges for the initial 12 months. _ Subscriber's Initials for 36 Month WestlawPRO and/or West LegalEdcenter Minimum Term Subscri r agrees to ommit to a Minimum Term of 36 months and the Monthly WestlawPRO Charges and/or West LegalEdcenter Charges for the second 12 months not to increase y more th _io over the Monthly WadawPR0 Charges and/or Wert LegalFdcenmr Charges for the initial 12 months and the Monthly WestlawPRO Charges and/or W [LegalEd enter Charges for the third 12 months not m increase by more than_%over the Monthly WestlawPRO Charges and/or West LegalEdeenter Charges for the sec nd 12 mon _ Subscriber's Initials attorneys or corporate users are employed by Subsriber a[ oa identified above(for WestlawPRO,CD-ROM case law orders and/or West LegalEdcemer Charges), If West leams that the number of Subscri ber's affili attorney ex ds this number, West reserves the right to increase Subscriber's Monthly WcstlawPRO Charges as applicable CD-ROM/DVD and/or West LegalEdeenter annual billing(please check if requested) „West LegalEdcenter Online Features and Services: Subscriber's Initials-Subscriber acknowledges that each user will receive an initial a-mail c Muni tion from est LegalFdcen[er which includes important information about using the service(including users me and password),m well es on in ommunic ion regarding new online programs available in their practice area(s)and special announcements. Subscriber's users may opt out after the in '1 com nication. Programs excluded from the Online CLE Pass shall be billed at then-current rates via credit card billing. Additional Non-WestPaek Print Pro ucts Full Svc# Non-WestPaek Print Products uanti List Charges Other Charges Notes: Total Charges S Terms of Payment for Print Products. West's standard terns of payment for print pr put aced are net 30 days. West may elect to accept installment payments on the purchase price. installment Order m m payment terms arc S per mon tax for a roximately months until the purchase price,plus any additional mounts under this Order Foam,is paid in fu0. Subscription Service and Passwords. Subscription service may consist of updates and/or plemenu to the service, including but not limited m:(a)CD-ROM Libraries: updated, replacement or supplemental CD-ROMs and online updates, and other related sup emental material; (b) Print Products: pocket pars, pamphlets,replacement or ancillary volumes; loose-leaf pages and other related supplemental materials;all of which be billed separately at then-current totes. Subscriber hereby requests that West provide subscription services for the herein-described products at then-current rates until suc subscription services are cancelled by West or cancelled upon written request by Subscriber after the Minimum Term for WatPack print or CD-ROM products. Any passes rds issued herein may only be used by the person to whom the password is imed and sharing of passwords is STRICTLY PROHIBITED. Subscribers licensing only LiveN te/Case Notebook Software will not be issued Westlaw passwords. General Provisions. This Order Form is subject in approval by West in St. Paul, Mi sota and is governed by Minnesota law. The state and federal courts sitting in Minnesota will have exclusive jurisdiction over any claim arising from or related to s agrremenl. Applicable sales, use, personal property, value added tax (VAT) or equivalent.ad valorem and other taxes are payable by Subscriber. Subscriber may be arged interest for overdue installments and subscriptions and for other open account charges. If any installments, subscriptions, subscription services, Westlaw Charges r open account charges remain unpaid 30 days after becoming due, all unmamred installments,including all amounts that arc or would become due and payable for the fining teen of Subscriber's Subscriber Agreement.shall become immediately due and payable at the sole option of West Interest charges may be adjusted to the then-highs current rate allowable on Minnesota contracts. This Order Form is non-transferable. All collection fees,including but not limited to attorneys fees,are payable by Subscriber. ramporation and handling(FOB origin)charges will be added for print products. West may request a current financial statement mdior obtain consumer credit report on undersigned individual to demmunc creditworthiness. West will only request consumer credit information on the undersigned if the undersigned is applying for credit as individual or if the undersigned's consumer credit infornation is nxessary for West in nsider granting credit to the aforementioned company. If Subscriber inquires w ether a credit report was requested,West will provide information of such,if a report was :eived and the name,address and telephone number of the agency that supplied report Returns. If Subscriber is not completely satisfied with my non-WestPaek print o non-WestPaek CD-ROM product received from West,the product may be returned within 45 days of the invoice date for a full refund or credit, in accordance with West' then-current returns policies. Westlaw Charges and West LegalEdcenter Charges are not refundable. 4/1!09 SAMlnet 440.dmr Online/CD-ROM Products to be Lapsed Full Svc# Online/CD-ROM Products ft of Passwords 40436076 CA Gov General Counsel 22 The Subscriber Agreement for Westlaw and CD-ROM Libraries,the applicable Schedule A price plan,(for WestlawPRO products and/or CD-ROM Libraries products)and/or the West LegalEdcenter Subscriber Agreement(for West LegalEcicenter products) individually or jointly, as applicable, ("Subscriber Agreement") is/are hereby incorporated by reference and made part of this Order Form. In the event there is a conflict between the terms and conditions of the Subscriber Agreement and the terms and conditions of this Order Form,the terms and conditions of this Order Form shall control. Subscriber by his/her signature below, acknowledges his/her understanding and acceptance of the terms and conditions of the Subscriber Agreement. Signature X Date A 'THORIZED REPRESENTATIVE FOR ORDER FORM Printed Name Title Date Signature X For Credit Card Transactions onW: Visa Master Card Am Ex Card q Expir.Date Total Amt.to Charge 4/1/09 SAMInet 490.dot Westlaw Government Select Modules Addendum PROGRAM ID - CPRO Date 12114/2009 'account Name San Bernardino City Attorney /account Number 1000801947 J( Subscriber's Initials for Modules elected by Subscriber \ Please enter the state designation for each applicable Core and State-Specific module s ectTed Cores National and Topical Modules(Continued) Westlaw Select State Con: oA ❑x All State Primary Law ❑Regulatory Con ❑American Jurisprudence(AMJUR) ❑Federal Primary Core ❑American Jurisprudence Legal Forms State Specific Modules ❑X American Law Reports(ALR) ❑_Administrative x❑Bill&Regulatory Tracking ❑X CA Analytical ❑Case Evaluator ❑_Appellate Court Briefs ❑Corporate Forms ❑_,Business Law ❑Corpus Juris Secundum(CJS) ❑_Civil Pleadings,Motions&Memoranda ❑Criminal Litigation Specialist ❑_Construction Law ❑Criminal Records ❑__Criminal ❑Employment Coordinator ❑_eForms:Courts and Agencies ❑Expert Testimony ❑_Employment Law ❑Federal Primary Law ❑_Environmental Law ❑Forms Library(formerly All Forms) ❑_Estate Planning ❑Graphical Statutes ❑_Family Law ❑x Law Reviews and Journals ❑_Federal Materials ❑Legislative History-Federal&All State ❑_FormFinder ❑National Criminal Analytical �]_Graphical Bundle ❑National Public Records �]_Jurisprudence ❑Norton Bankruptcy Law ❑ Jury Instructions x ❑PastStat Locator ❑—Legislative History [3 People Map Comprehensive ❑_Litigation Basics ❑Real Property ❑_Municipal Law ❑Real Property Construction (] CA Municipal Law Counselor ❑RegulationsPlus ❑___Practice Series ❑ResultsPlus ❑_Real Property x ❑ResuluPlus Premium ❑_Stan Court Dockets ❑US News ❑_State Court Documents © Miller&Starr National and Topical Modules Federal Analytical ❑50 State Statutes Survey ❑ ❑Advanced Employment Practice ❑ ❑Advanced Managing Outside Counsel ❑ ❑All Analytical ❑ 0 All Briefs ❑ ❑All Federal Cases ❑ ❑All News ❑ ❑All Primary Law ❑ ❑All State Cases ❑ 4/1!09 SAMlnet 561 dot Subscriber Agreement for Westlaw' and CD-ROM Libraries mkla' w Part of Thomson Reuters \GREEMENT entered into between 'Subscriber' as set forth on the West order form Data through wide area networks,multiple LANs,multiple sites a similar arrangements is strictly ,'Order Form)and West a Thomson Reuters bushels('West'),regarding Westiaw and/or prohibited. CD-ROM Libraries,as follows: (e) Rights in Date. Except for the license granted in this Agreement all right,libe and 1. Westin and CD-ROM Libraries. Subscriber may subscribe to Westiaw, West's interest in the Data, in all languages, formats and media throughout the word, including all computer assisted legal research semce,via certain packaged Westin Schedule A once copyrights, are and will continue to be the exclusive property of West and other confibutors plans, andfor CD-ROM libraries('Libraries')by submitting a then-current Order Form. All ('Contributors'). The CD-ROM Data architecture,including the format layout and data structures, references herein to CD-ROM,CD-ROM Libraries or Libraries shall also include the DVD- are proprietary. Subscriber may not reverse engineer or otherwise attempt to discern such ROM formallmedia. All Library subscription shall include access to Westiaw. Westin proprietary architecture, The CD-ROMs and West Software,as defined herein,are and will remain and CD-ROM Libranes are licensed to Subscriber subject to the terms and conditions of the exclusive property of West,its affiliates and software owners. this Agreement,the Order Form,the applicable Schedule A or as otherwise agreed by the 3. West Proprietary Data. West grants a nonrexdusive, non-transferable, Innded license to parties in writing. This Agreement supplements but does not supersede any Westin individual users within Subscriber entities to store and use West-proprielary Downloaded Westin Subscriber Agreement in effect between Subscriber and West as of the effective sate of this Data and CD-ROM Data(i.e.,documents not licensed by West from third parties)in a searchable Agreement('Exisbng Westiaw Agreeml database maintained in connection with an ongoing project of the user('Prryect Database'). Such 2. License. database must consist preponderantly of users'work product with access limited to those internal (a) Grant Subscriber is granted a non-exclusive,non-transferable,limited license to users actively working on the project The West-proprietary Downloaded Data may be maintained access Westiaw and the CD-ROM Library(im) to which Subscriber subscribes. Such in the Project Database so long as the project remains active or unfil any termination of this license includes the right to access data made available on Westiaw('Westiaw Date)and Agreement,whichever occurs first. Retention of Downloaded Data in a Project Darabase after the data contained in the CD-ROM Library(ies) ('CD-ROM Data,' collectively'Data'which project ends,in an archival database as used as a research tool or in a database accessible to includes'Downloaded Data' as defined below). Subscriber may use the Data internally external users is prohibited. West further grants to Subscriber a limited, noo-exclusive, non- solely in the regular course of legal and other research and related work. Except as transferable license to include West-proprietary Downloaded Data in trials prepared for a specific otherwise provided with respect to certain Westiaw Data,the license includes the right to muse of action for a specific court in an electronic format.Distribution or dissemination of such download and temporarily store insubstantial portions of Data('Downloaded Data')to a West-proprietary Downloaded Data in connection with or as part of a brief is limited to the court storage device under Subscriber's exclusive control solely (i) to display internally such before which the muse of anion is to be heard, the parties to the muse of action, or their Downloaded Data and(ii)to quote and excerpt such Downloaded Data(appropriately cited representatives.Any further distribution is prohibited without written permission of West. West- and credited)by electronic cutting and pasting or other means in memoranda,briefs and proprietary Downloaded Data included in such briefs must retain West copyright notices and similar work product created by Subscriber in the regular course of its research and work. indicate that use of distribution and dissemination to the rammed partie<<is with the permission of Subscriber may also create printouts of Data for internal use and for distribution to third West parties for purposes that are consistent with the terms and conditions of this Agreement if 4. West Software and westlaw.corril such third parties agree not to further distribute the printouts. (a) West Software. West may make available to Subscriber, on a subscription basis, (b) Limitations. Subscriber may not copy, download, scrape, store, publish, software for use in connection with Westiaw('Wesdaw Software)or to access third party gateway transmit retransmit transfer, distribute, disseminate, broadcast circulate, sell, resell or services and certain Westiaw Features not available when accessing Westiaw with CD-ROM otherwise use the Data or any portion of the Data,in any form or by any means,except(i) software('CD-ROM Software'including,but not limited to PREMISE®,Lari and Folio®used as expressly permitted by this Agreement,(i)with West's prior written permission,or iiii)if to access the Libraries). Subscriber hereby subscribes to Westin Software and CD-ROM not otherwise expressly prohibited by this Agreement or by the'Additional Terms' (as Software (collectively 'West Software') and updates and accompanying documentation as refined below),as allowed under the fair use provision of the Copyright Act(17 U.S.C.A.§ indicated on the Order Forn. West Software will be licensed under a license agreement which will 07). Downloaded Data shall not be stored or used in an archival database a other accompany the West Software. By using the West Software(including each update)and taking searchable database except as expressly permitted by this Agreement or as quoted in such other action as may be referenced in the license agreement as consul acceptance, Subscribers work product Subscriber shall not sell, license or distribute Date Including Subscriber agrees to be bound by the tens and conditions of the arsompanying license printouts or Downloaded Data)to third parties or use Data as a component of or as a basis agreement If Subscriber does not so agree, Subscriber must return any tangible copies of the for any material offered for sale,license or distribution. West Software in its possession or control. (c) Westlaw.Wesl aw consists of various West-owned and third party databases, (b) westlaw,com. westlaw.co n is an Internet-based service that provides access to services, functions and remotely-accessed gateways(collectively'Features'),which may Westiaw. West grants Subscriber a nonexdustve, non-transferable, limited license to use change from time to time.Access to certain Features may be restricted. Certain Features weisdaw.com (including all versions and updates). Subscriber may not reverse engineer, are licensed sulred to paragraphs 3, 6 and 7,which take precedence over the license decompile,disassemble or otherwise attempt to discern the source code of the components of granted in this paragraph,or additional terms('Additional Terms'),which apply to certain westlaw.com,nor may Subsmber reproduce all or any portion of the components of westu w.can. third-party Features and may be different from those set forth in this Agreement Subscriber Subscriber may use Westlaw Data cached in Subscribers local disk drive solely in support of its will be given an opportunity to review Additional Terms by receiving notice of such use of westiaw.com. Certain software used by Subscriber may not be capable of supporting Additional Tens in wolfing or online.Additional Terms maybe modified effective upon West westtaw.com. The performance of weshaw.com varies with the manufacturers equipment with giving Subscriber notice (in writing or online) of the modification. By using Features which it is used. governed by Additional Tens,Subscriber agrees ter,and will be obligated to comply with, 5. Charges and Modification of Charges. Charges payable for access to Westin('Westiaw all such Additional Temps as well as the terms and conditions in this Agreement All Charges-)will be m stated on the Omer Form and the applicable Schedule A or as otherwise Additional Terms will be considered part of this Agreement Subscriber may, on i m agreed upon in writing by the parties.Westiaw,Charges shall commence on the date Subscriber occasional basis and via Westiaw functionality,direct West to transmit individual documents first accesses Westin or any Feature or as otherwise stated on the Schedule A a Omer Form. in electronic format to internal users) a transmit West-proprietary documents (i.e. Westin Charges may be modified upon at least 30 days prior notice to Subscriber in writing or documents not ficensed by West from third-parties)to internal users)or to a third party who online or pursuant to the terms stated on the Omer Form(for the Monthly WesdawPRO Charges is an individual if such third party agrees not to further disseminate such documents. associated with the West al products elected by Subscriber on the Order Form).The charges Subscriber acknowledges its responsibility in assuring compliance with the foregoing by any curentiy payable by Subscriber for each Library are as set forth on the Order Form ('CD-ROM third party to whom Subscriber transmits documents pursuant to the preceding sentence. Charges'). CD-ROM Charges also include, without limitation,charges for Library additions and Direct transmission of electronic copies by Subscriber B prohibited,except as provided in Features introduced after the effective sate of this Agreement CD-ROM Charges will be the electronic beet terms of paragraph 3 herein. determined by West and may be modified at any time without notice. Modification of any charges ( ) CD-ROM Libraries.Each Library is licensed for use at a single Subscriber shall not be considered as an amendment to this Agreement that permits temtination of this office location('Site').In addition,Subscriber's personnel who work at or are assigned to a Agreement pursuant to paragraph 11 herein. All charges are exclusive of sales,use,value added licensed Site may access the Libraries by remote dialin access to the Site or off-Site on tax(VAT)or equivalent ad valorem,personal property and other taxes,which are the responsibility stand-alone PCs.Each Library is licensed for use on stand-alone PCs or on a single local of Subscriber. Subscriber will pay all invoices in full within 30 days from date of invoice. If full area network('LAN')installed at a licensed Site that is electronically linked and capable of payment is not made,Subscriber may be charged up to the maximum legal interest on the unpaid sharing the use of one or more CD-ROMs. The Order Forth will indicate the number of balance. concurrent users authonzed to access each Library licensed for use on a LAN.Each such 6. Usage Restrictions.Subscriber shall not use any Data and shall not distribute any Data to a Library will be licensed with a proprietary control file,which Subscriber may install only on third party for use in a manner contrary to or in violation of any applicable federal,state,or local the single LAN. Subscriber may transfer the CD-ROM Data contained in the Library to a law,rule or regula8co. West is not a consumer reporting agency,and Subscriber certifies that it will ngle storage time under Subscriber's exclusive control and to maintain such CD-ROM not use any Data as a factor in establishing a consumers eligibility for credit or insurance to be Jars as a searchable CD-ROM Software(as defined herein)compatible database subject used primarily for personal,family,or household purposes,for employment purposes or for any to the terms and conditions of this Agreement Subscriber may also use,only at the Site, other purpose authorized under section 1681b of the Fair Credit Reporting Act(15 U.S.C.A. § West-proprietary Date available as part of a Library as set forth in paragraph 3.Access to 1681b). Subscriber acknowledges that access to certain Data available on Westiaw,including but not limited to credit header Data,motor vehicle Data, dnver license Data,and voter registration 4/1109 SAMlnet 41.dot Data is regulated by state or federal laws,such as the Gramm Leads Bliley Act('GLBA'), 12. Term and Termination. This Agreement and each Order Form may not be terminated prior the Drrvers Privacy Protection Act('DPPA'),or other state or federal laws and regulations, to a Minimum Tenn of one year after the date West processes this Agreement and that Order or is subject to Contributor restrictions. Subscriber agrees not to access such Data for any Form. In the event Subscriber requests a Minimum Term in excess of one year as set forth in the purpose that is not allowed by the GLBA,by the DPPA,by any other applicable state or Order Form,this Agreement may not be terminated prior to the expiration of such Minimum Tenn, federal laws a regulations,or that is contrary to Contributor restrictions. West retains the Upon expiration of the Minimum Term or any Formal Term set forth in the Order Form,either right to temporarily cr permanently block access to certain Data ff West in its site party may terminate this Agreement by providing the other party 30 days prior written notice of scation, believes that the Data may be used for an improper purpose or otherwise in such termination. Notwithstanding the foregoing, (i) West may terminate a Library subscription .iolafion of the terns of this Agreement a that the terms of West's Contributor agreements upon 30 days prior written notice ff such Library is no longer commenci available;(ii)Subscriber requires West to block such access. By accessing Data. Subscriber acknowledges that may terminate this Agreement immediately by giving written notice of termination after receiving from lime to Lime,West and its Contributors andlcr various government entices may require notice of any amendment(as permitted under paragraphs 2(c)and 11),which contains new terms Subscriber to identify a Permissible use and may inquire as to Subscriber's compliance with that materially alter the terms of this Agreement and are unacceptable to Subscrber,(iii)West may applicable laws or this Agreement Subscriber agrees to cooperate with any inquiry,subject terminate this Agreement immediately upon giving wnhen notice of termination b Subscriber if to any aHOmey-diem confidentiality. Subscriber shall report to West any misuse,abuse,or Subscriber commits a material breach of any obligation to West untler any other agreement compromise of Data of which Subscriber becomes aware. between the parties; (N) West may terminate this Agreement immediately upon giving within 7. West Legal Directory°. Subscriber may use Westaw Data and CD-ROM Date notice of termination to Subscriber if West reasonably believes that Subscribers use of Data contained in West Legal Directory('WLD')internally in the regular course of Subscribers violates any applicable law or regulation,this Agreement or may result in a risk to public safety, business. Subscriber may also create printouts of insubstantial portions of Data consisting including but not limited to the safety of pmate individuals;and(v)either party may terminate this of individual WILD listings or selected names and addresses for its own use. Use of WILD to Agreement immediately upon giving written notice of termination to the other party if the other party create mailing or marketing lists for commercial purposes or for distribution to third parties is commits a mamnal breach of this Agreement Upon terminafion of any Library subscription by prohibited. either party,Subscriber shall immediately destroy the terminated LibrarAies)and destroy all CD- 8. Responsibility for Certain Matters. Subscriber may access Westlaw from ROM Data maintained on a permanent storage drive. Upon any termination of this Agreement the additional Subscriber locations upon prior notice of such location. Subscriber is responsible West Software licenses shall also terminate. for notifying West in writing of persons to whom Westlaw passwords are to be issued or 13. Force Majeure. West's performance under this Agreement is subject to interruption and from whom passwords are to be revoked. Subscriber is solely responsible for maintaining delay due to causes beyond its reasonable control,such as ads of God,ads of any government security of Westlaw passwords, Subscriber is also responsible for all access to and use of war or other hostility,civil disorder,the elements,fire,explosion,power failure,equipment failure, libraries,CD-ROM Data,CD-ROM Software,Westlaw, Westlaw Data,West Software and industrial or labor dispute,inability to obtain necessary supplies and the like. westlaw.can (collectively the 'Deliverables') by Subscriber's personnel or Westlaw 14. Notices. Except as otherwise provided in this Agreement all notices must be given in passwords, whether or not Subscriber has knowledge of or authorizes such access and writing to West at 610 Oppeonan Drive, P.O. Box 64833, SL Paul, Minnesota 55164-0833, use. Attention:Customer Service,and to Subscriber at the address on the Order Forth, 9. Disclaimer of Warranties and Limitation of Liability. EXCEPT AS SPECIFICALLY 15. Gen I Provision¢ This Agreement will be governed by and construed under the law of PROVIDED HEREIN, THE DELIVERABLES ARE PROVIDED 'AS IS; WITHOUT the state `r"M wI A.without r a d to gfii of law provisions. The parties agree that WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED the state and federal courts sitting in ehgxikiw`sdrj� mv'7,",Y{ave r.Lusivu jvnsdicuxxi over any claim TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A arising out of this Agreement and each party consents to the exclusive juisdicfion of such courts.;.,4 , PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, Neither this Agreement nor any part or portion hereof may be assigned,subl tensed or otherwise CURRENTNESS AND DELAYS. SUBSCRIBER'S EXCLUSIVE REMEDY AND WESTS transferred by Subscriber without West's prior written consent Should any provision of this AND/OR CONTRIBUTORS'ENTIRE LIABILITY UNDER THIS AGREEMENT,IF ANY,FOR Agreement be held to be void invalid, unenforceable or illegal by a court, the validity and ANY CLAIM(5)FOR DAMAGES RELATING TO THE DELIVERABLES WHICH ARE MADE enforceability of the other provisions will not be affected. Failure of either party to enforce any AGAINST THEM, INDIVIDUALLY OR JOINTLY,WHETHER BASED IN CONTRACT OR provision of this Agreement will not constitute or be construed as a waiver of such provision or of NEGLIGENCE, SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF CHARGES the night to enforce such provision. The headings and captions contained in this Agreement are PAID BY SUBSCRIBER RELATIVE TO THE LIBRARY,WESTLAW FEATURE OR THE inserted for convenience only and do not constitute a pad hereof. West as used herein,applies to 'EST SOFTWARE,AS APPLICABLE,WHICH IS THE BASIS OF THE CLAIM(S)DURING West Publishing Corporation, Thomson Reuters Apphcabons Inc.,West Semces Inc, Thomson *ea, HE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.IN Reuters(Legal)Inc.,and their affiliates. NO EVENT SHALL WEST OR CONTRIBUTORS BE LIABLE TO SUBSCRIBER FOR ANY 16. Ideas and Concepts. Any and all title, ownership rights,and intellectual property rights CLAIMS)RELATING IN ANY WAY TO(I)SUBSCRIBER'S INABILITY OR FAILURE TO concerning any ideas,concepts,suggestions, matenels and the like that Subscriber provides to PERFORM LEGAL OR OTHER RESEARCH OR RELATED WORK OR TO PERFORM West regarding Westlaw, westlaw.com or WesBaw Software or Libraries shell become the SUCH LEGAL OR OTHER RESEARCH OR WORK PROPERLY OR COMPLETELY, exclusive property of West and may be used for its business purposes in its sole discretion without EVEN IF ASSISTED BY WEST,OR ITS CONTRIBUTORS,OR ANY DECISION MADE OR any payment,accounting,remuneration or attribution to Subscriber. ACTION TAKEN BY SUBSCRIBER IN RELIANCE UPON WESTLAW DATA AND CD-ROM DATA; (u) ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO SUBSCRIBER'S RIGHTS HEREUNDER OR USE OF,OR INABILITY TO USE,THE DELIVERABLES,EVEN IF WEST OR CONTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (iii) THE PROCURING, COMPILING, INTERPRETING,EDITING,WRITING,REPORTING OR DELIVERING WESTLAW DATA AND CD-ROM DATA FURTHER,WEST SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM(S) RELATING IN ANY WAY TO ANY THIRD PARTY FEATURE. NEITHER WEST NOR CONTRIBUTORS MAKE ANY WARRANTY THAT ACCESS TO WESTLAW WILL BE UNINTERRUPTED,SECURE,COMPLETE OR ERROR FREE. NOR DOES WEST MAKE ANY WARRANTY AS TO THE UFE OF ANY URL OR THIRD PARTY WEB SERVICE. SUBSCRIBER ACKNOWLEDGES THAT PROVISION OF WESTLAW.COM ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES,INCLUDING THE INADVERTENT LOSS OF WESTLAW DATA OR DAMAGE TO MEDIA 10. Limitation of Claims. Except for claims relating to Westlaw Charges or CD-ROM Charges, or improper use of the Deliverables,no dam,regardless of form,which in any way arses out of this Agreement may be made,nor action based upon such claim brought under this Agreement more than one year after the basis for the daim becomes known to the party courting to assert 4. 11. Effect of Agreement This Agreement(which includes all applicable Order Finns, any Existing Wesfiaw Agreement current and future Schedules and Additional Terms, license agreements and the like)embodies the entire understanding between the parties with respect to the subject matter of this Agreement and except as otherwise prodded herein supersedes any and all prior understandings and agreements, oral or wnben, relating to the subject matter. Except as otherwise provided in this Agreement West may Tend the terms and conditions of this Agreement by giving Subscriber at least 30 days for written or online notice.Any other amendment must be in writing and signed by bath parties. 4/1/09 SAMlnet 41.dot Schedule A to Subscriber Agreement Westlaw. °Ian 2 WestlawPROm for State and Local Government Agencies —Government Service Available only to employees of state, county and city Usage charges begin when Subscriber's password is transmitted government agencies (excluding courts), correctional facilities, and end when Subscriber's telecommunications link is disconnectetl. government law library staff(behind the desk staff access) and legal services/legal aid entities with 40 or fewer affiliated B. Communications Charges.$.22 per minute. attorneys accessing Westlaw' for government or legal Communications charges begin when Subscribers password is services/legal aid purposes. Not available to educational transmitted and end when Subscriber's telecommunications link is institutions for academic purposes. Westlaw access by inmates disconnected-they apply to the entire Westlaw session, excluding of correctional facilities is STRICTLY PROHIBITED. offline transmission, offline automated citation checking, DocketsTM and the SUBSCRIBER Database (when accessing Westlaw via Upon accessing Westlaw,a user may elect either per minute or transactional transactional billing). billing in the Options Directory. Such billing election will be effective for all subsequent sessions unless the election is changed. The SUBSCRIBER 4. Transactional Charges Database lists the per minute billing classifications,transactional charges and A. per document charges for each database. I. Search Charges 1. WestlawPRO Obligations and Restrictions. Subscriber must submit Each search query will incur a search charge. Search to West a copy of its current letterhead or a certified list of all affiliated charges range from $0 to $230 per search. The search attorneys at the location identified on the Order Form and must promptly charge applicable to each database is available in the notify West of any changes in the number of affiliated attorneys. Westlaw, SUBSCRIBER Database. For sales tax purposes only, a Passwords may only be used by the person to whom the password is percent of each 'search charge is allocated to issued. Sharing of Westlaw passwords between or among Subscriber's communications. personnel or persons not employed by Subscriber is STRICTLY Search charges for multiple database searches are PROHIBITED. In the event West learns that the number of attorneys discounted as follows* employed by Subscriber exceeds the number certified by Subscriber or a Westlaw Password has been used by a person other than the person to 1 database No discount whom the password has been issued, West reserves the right to increase 2-3 databases 10%discount Subscriber's monthly WestlawPRO charges ("Monthly WestlawPRO 4-10 databases 20% Charges) to then-current rates for each attorney employed by Subscriber, 11+databases N/A change Subscriber to another price plan or, in the alternative, terminate the Westlaw passwords) used by a person other than the person to whom it is it. Westlaw Legal Calendaring $20.00 per transaction issued. ?. Monthly WestlawPRO Charges, Monthly WestlawPRO Charges for B. Online Find Charges e products elected by Subscriber appear on the Order Form and include Charge Per Document sage, communications, WestCli Find(includes Pnmary Law) $g p (non-continuous), offline transmission (as Find(includes Secondary Law/Regulabons Finds/Display) 16 limited by the Subscriber Agreement), certain KeyChe® Alen (non- Find(BNA,RIA) continuous), transactional charges (excluding online citation checking) nd 25 9) Find(Pesultatius) State LH,NetSran 8 StateNet) 25 certain offline automated citation checking charges. Monthly Waste PRO Find(ResultsPlus> 50 Charges apply regardless of Subscribers actual use. A listing of me current Find(ResultsPlus snefsn rial Documents) ao Westin PRO Databases appears in the Westlaw Directory. Charges Find(Briefs and Tnal Documents) 65 associated with the databases,Features and services that are not part of the Find(State Survey) Y00 WestlawPRO products elected by Subscriber will be billed in addition to the Find(Expert Witness) 50-125 Monthly WestlawPRO Charges at the rates set forth below ("Excluded Find(Dockets) 15 Charges). West may, at its option, make certain databases, Features and Find(Westlaw Tax) 12-22 services Excluded Charges if West is contractually bound or otherwise Find by Tile" NIA required to do so by a Contributor of Data or if the databases, Features or 'Includes Find Charges for Previous Section/Next Section services are enhanced or released after the effective date of the Subscriber —Find by Title creates a search query which will result in a search Agreement and the Order Form. charge. No separate Find transactional charge will apply. See 3. Per Minute Charges SUBSCRIBER Database for detailed pnctng. A. Per Minute Usage Charges Per Minute Rate i. Combination Databases $1.05 C. Online Citation Checking Charges ii. Highlights Databases 2.85 Citation Service Char a Per Citation iii. Basic Databases 3,42 9 KeyCite $6.25 iv. Westlaw Standard Databases 6.25 RIA-C8e 6.25 V. Westlaw Standard Databases-Codes 7.50 OuickCitee creates a search query which will result in a search vi. Deluxe Databases 7.68 charge. No separate online citation checking charges apply. No vii. Specialty Databases 7.85 offline transmission charges apply. viii. Premium Databases 8.50 iX. Allfile Databases 10.80 9 D. QUOTE Charges x. Multi-Search Databases 11.20 s $.15 per entry xi. Super Allfile Databases 13.50 xii. Select Databases 15,50 xiii. Super Premium Databases 16.38 xiv. Super Select Databases 13.83 xv. ResultsPlus Standard Databases 7.81 xvi. ResultsPlus Premium Databases 10.63 xvii. ResultsPlus Allfiles Databases 13.50 xviii.ResultsPlus Super Allfiles Databases 16.88 xix. ResultsPlus Select Databases 19.38 xx. ResultsPlus Super Premium Databases 21.43 xxi. Westlaw Tax Time Class Databases 825.23.38 E. Document Display The following charges apply in lieu of per minute and transactions charges: Graphical Statutes $15.00 per document Charge Per Document Profiler Litigation History Reports 75.00 per document Duns Business Records Plus* People Finder Reports Business Record&Full Financial $128.90 Summary&Sources $50.00 per report viewed Business Information Report(domestic) 110.00 Summary $25.00 per report viewed Business Information Report(international) Case Evaluator Reports Africa 443.00 Combined Reports $180.00 per report viewed Middle East 443.00 Individual Report $75.00 per report viewed Asia Pacific 443.00 Expert Investigation Reports Latin America 340.00 Expert Challenge Report $300.00 per report viewed Europe 288.00 Expert Compare Report $150.00 per report viewed Canada 144.00 Expert Evaluator Report $75.00 per report viewed Comprehensive Report 129.50 Family Tree Report 60.10 5. Offline Transmission Charges Business Record&Financial Abstract 60.10 A user may elect either per line or per Document offline transmission Business Record 35.70 billing in the Options Directory. Such election will be effective for all Business Abstract 23.35 subsequent sessions unless the election is changed. Offiine Family Member Profile 9.80 transmission charges apply to all printing and downloading to storage Company Relations 2.35 devices and facsimile machines,unless otherwise indicated. Per company-250 companies maximum Rate Rate Per (250 companies or more-no additional charge) Per Line Document Branch Locations 2.35 Per location-250 locations maximum Westlaw Public Records Databases $.D4 $5 (250 locations or more-no additional charge) Briefs .04 20 `Minimum fee of$15.75 per search. Selected databases up to.65 up to 50 All other databases .04 10 10. Company Profiles Database Charges Index Search $0 6. Training Charges Company Profile 35 per report Training and technical support charges are as set forth on the Order ResultsPlus 40 per report Form. Offiine transmission charges apply to citations list but do not apply to 7. WestCheck®and find&print.com Charges Company Profiles reports themselves. Citation Service Charge Per Citation 11. Dockets Charges KeyCite $6.25 The following charges apply in lieu of per minute and transactional Table of Authorities 1.00 charges: OuoteRightTM 7.00 Search $7-14 per transaction Find 13.00-225.00 View document 5 per document Find(Selected databases) 23.00-70.00 Update document 2-8 per document Content Verification .50 Dockets Alert' 5 per transaction No of8ine transmission charges apply. Multi-Base Searches 20-145 per transaction Docket Tracking• 2-10 per transaction 8. Alert Services Charges Case Calendaring WESTClip Information Update 2 per transaction Non-continuous Clipping $0 Tracking Service 1 per transaction Continuous Clipping $4.50 per day per search Integration Service 1 per transaction BNA Clipping $14.00 per transaction Document retrieval services At then-current rates KeyCite Alert ' Limit of 99 alertsttracks per password Non-continuous Clipping $7.00 per transaction Continuous Clipping $9.00 per day per transaction 12. PDF Charges KeyRules Alert $6.00 per transaction Attorney Medical Advantage $225.00 per image Blaussen Medical Illustration Database charges apply to the online display of WestClip and Docket Standard Collection 250.00 per image Alert results. Find charges and charges associated with documents Premier Collection 275.00 per image viewed from KeyCite Alert and Docket Alert results shall apply. Connect Experian Reports 8.00-44.95 per report time and communications charges do not apply during transactional BriefsrTrial Docs/State Surveys 65.00 per image billing sessions. Offime transmission charges do not apply to WestClip DE Chancery Docket 65.00 per image cite lists(excluding BNA)or KeyCite Alert. Deed Image 25.00 per image Dockets PDF 4.00 per image 9. Westlaw Public Records Charges Expert Witness/Courtroom Transcripts 65.00 per image The Scope screen for each Westlaw Public Records Database lists its Legal Due Diligence Reports 200.00 per image database classification for per minute billing. The search charge Investext 9.95 per page applicable to each Westlaw Public Records Database is available in the Real Property Parcel Maps 15.00 per image SUBSCRIBER Database. Additional charges for third-party services Patent Image 3.00 per image may apply. The following transaction charges apply in addition to the ResultsPlus Investext 14.95 per 1"page per minute and transactional charges: (Each additional page) 9.95 per page Charge Per Detail No of8ine transmission charges apply. Record Viewed Delaware Corporate Records $9.00 13. West Reporter Images Charge Per Entry West Reporter Images $16.00 per image D&B Alert $5.00 No of8ine transmission charges apply. 1011108 SAMlnet 137.dot