STATE OF NEW YORK OFFICE OF GENERAL SERVICES AGREEMENT NO. PS59604 ELECTRONIC DATABASE PRODUCTS AND SERVICES SERVICE AGREEMENT
THIS AGREEMENT made this 26th day of June 2002 by and between the STATE OF NEW YORK, Office of General Services, (hereinafter the "State" or "OGS") and having its principle place of business located at the Corning Tower Building 41st. Floor Albany, NY 12242, and West Publishing Corporation, dba West Group, (hereinafter “Contractor” ), having its principle place of business located at 610 Opperman Drive, Eagan, Minnesota 55123.
WHEREAS, Contractor provides electronic on-line products and services (hereinafter referred to as “services”), consisting of on-line databases and other on-line information services, and;
WHEREAS, The State of New York, has a need for and wishes to provide its Authorized Users with these services; and;
WHEREAS, the parties wish to aggregate the purchasing volume of the State in accordance with the terms herein,
NOW THEREFORE, in consideration of the mutual covenants and conditions herein set forth, the parties hereto agree as follows:
1. TERM:
The term of this agreement shall commence the first day of the first month after approval by the Office of the State Comptroller and shall extend for five (5) years. The agreement may be further extended for one additional term of five (5) years upon mutual agreement of both parties and approval by the Office of the State Comptroller.
2. SCOPE:
The State of New York, seeks to license and obtain on-line access to databases and obtain other electronic products and services on behalf of Authorized Users that cover a wide variety of subject categories including: general, business, social sciences, health, education, science, law and other subscription services as specified herein. Licensed access to the electronic databases includes on- line service from Authorized User locations to one or more remote Licensor locations or the option of downloading and temporarily storing insubstantial portions of data. See Westlaw Subscriber Agreement, Appendix G, #5. In addition, The State of New York seeks to license and obtain software and other related products and services for its Authorized Users.
It is the intent of The State of New York to award agreements to all eligible database publishers and/or resellers for their complete line of database products, including on-line service or CD-ROM licensing.
NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
3. CONSIDERATION:
Consideration shall be as outlined in Submission #3 contained herein.
4. MERGER OF APPENDICES/CONFLICT OF CLAUSES
This Contract shall incorporate the following appendices as if set forth herein at length. Only documents expressly enumerated below shall be deemed a part of this Contract, and references contained in those documents to additional Contractor documents not enumerated below shall be of no force and effect. Conflicts between these documents shall be resolved in the following descending order of precedence, which supercedes the order of precedence stated in Appendix B- 2-DB:
Appendix A Standard Clauses for NYS Contracts
Agreement (This Document)
Appendix B-2-DB OGS General Specifications for On-line Database Access
Appendix C License
Appendix D Contractor’s Year 2000 Warranty Compliance Statement
Appendix E Mandatory: Contractor's Executive Law, Article 15-A (M/WBE) Requirements – there are no M/WBE goals for this contract
Appendix F Contract Update Form (For Product and Pricing Updates)
Appendix G Required Contractor Submissions: # 1 Mandatory Contractor Questionnaire # 2 Contractor Information # 3 NYS Net Prices (Prices for On-line Database Access and related electronic products) # 4 Support, Consulting and Training (Description of Services & Course Offerings) #5 Westlaw Subscriber Agreement
Appendix H Monthly Report of Contract Purchases
Appendix I Westlaw Pricing Form
5. EFFECT:
This Contract shall not be deemed executed, valid or binding unless and until approved in writing by the State Comptroller.
4 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
6. DEFINITIONS:
The definitions in Appendix B-2-DB shall apply to this contract and shall be supplemented by the following additional definitions:
Agreement shall mean the writing(s), which contain the agreement of The State of New York and the Contractor setting forth the total legal obligation between the parties as determined by applicable rules of law.
Authentication shall mean a network (whether a standalone network or a virtual network within the Internet) that is accessible only to Authorized Users, either through IP addressing or through other means of user authentication.
Authorized User shall refer to State of New York agencies and other government entities authorized by the laws of the State of New York to participate in NYS centralized contracts, including educational institutions (but limited to faculty and administrative personnel). See definition in Appendix B-2-DB.
Contractor shall mean West Publishing Corporation d/b/a West Group.
Database shall refer to the specific electronic information or products maintained by Licensor in various categories. For the purposes of this contract, a database shall include all forms of electronic information including, but not limited to, journals, newspapers in electronic form, books, titles, legal case studies, etc.
Database Publisher shall mean the owner of the database who directly develops the information contained in the database and/or has the exclusive ownership of it. A Database Publisher may also refer to a firm that has the exclusive publishing rights from the owner of the database.
End User shall mean those persons who have been issued a valid Westlaw password.
Excluded Charges shall mean charges for access to and usage of Westlaw databases, features and services that are not included in an Authorized User’s monthly per password rate(s). All such Excluded Charges shall be billed separately at applicable hourly/transactional rates. See Appendix G, #3.
FTE shall mean Full Time Equivalent.
Fair Use shall mean acceptable use under the Copyright Revision Act 1976 as amended subsequently, provided that such rights are exercised in accordance with Section 107 of the Act and with the guidelines developed by the National Commission on New Technological Uses of Copyrighted Works (CONTU Guidelines) and published in U.S. Copyright Office Circular 21.
Products shall mean the deliverables under this Agreement, which may include services and/or technology. The term "Products" includes licensed software or electronic database groupings. Products shall also mean Licensed Materials.
5 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Server shall mean the computer system(s) on which the Products reside and through which Authorized users gain access to the Products, whether the server is maintained by the Contractor or by a third party designated by the Contractor.
Simultaneous or Concurrent Users shall mean the number of users that have access to a database at a given point in time and can mean either of the following:
· Concurrent Sessions Definition: Under this definition, concurrent user is interpreted to include any user station device which, at the point in time of measurement, has established a logical session path to the Licensor’s on-line service, enabling an immediate search request to be made directly to the Licensor’s search software. This is the common meaning of such expressions as being “signed on” or “logged on” to the on-line service. Under this definition, any signed on terminal or user station device is counted as part of the concurrent use total, regardless of whether the user is at the user station; formulating a new search request; waiting for the Licensor’s system to respond to a search request; or digesting the results of a previous request.
· Active Request Definition: Under this definition, only users who have submitted a search request transaction to the Licensor’s on-line service and have not yet received a response from the Licensor’s system are considered to be active users.
User Station shall mean a personal computer; non-intelligent terminal or other similar device to gain access to the database services.
7. STATEMENT OF INTENT:
This agreement is between The State of New York and the Contractor for the provision and delivery of Contractor’s products to The State of New York, its agencies and departments, political subdivisions and all entities authorized to utilize New York State Office of General Services' centralized contracts, including educational institutions (but limited to faculty and administrative personnel). Generally, the responsibilities and relationships of each party are as follows:
THE STATE OF NEW YORK, OFFICE OF GENERAL SERVICES:
Provide products to the Authorized Users through use of Statewide contracts.
CONTRACTOR:
A. Agrees to provide specified databases on a non-exclusive basis pursuant to this Service Agreement. Services covered by this Service Agreement are delineated within this Agreement and the Appendices annexed hereto. B. Agrees to provide on-line access to and usage of Included databases, features and services, as defined in Appendix I (Westlaw Pricing Form) for OGS Contractor Administrator free of charge, for the term of the contract. C. Agrees to maintain and provide a highly stable and usable Product and Web server or successor technology capable of serving the Authorized User population. D. Agrees to make every reasonable effort to cooperate with The State of New York to facilitate and promote the products and alert potential customers of the services provided by Contractor. 6 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
E. Agrees to provide Monthly Aggregate Usage Reports of Authorized User Volume to The State of New York Office of General Services on aggregate purchasing. F. Agrees to service and support the use of the Products.
EACH AUTHORIZED USER IS RESPONSIBLE FOR:
A. Authorized Users who wish to participate in accordance with the terms of this Agreement must execute the "Westlaw Pricing Form " contained in Appendix I hereto, which " Westlaw Pricing Form " shall be furnished to the Authorized User by Contractor. Eligible Authorized User who executes said " Westlaw Pricing Form " shall be deemed " an Authorized User" for purposes of this Agreement, and shall be entitled to all rights stated herein to the benefit of the State of New York. B. As a condition of participation under this Agreement, an Authorized User must notify Contractor and OGS of their intention to participate by providing a copy of their executed " Westlaw Pricing Form " to "OGS, Procurement Services Group, Empire State Plaza, Corning Tower 37th Floor, Albany, New York 12242". Information contained therein shall, at a minimum include: Authorized User Name, Service Agreement Contract Reference Number, Plan Selected, Starting Date, Authorized User Contact person (name and telephone number). C. Payment of fees to the Contractor shall be the responsibility of the Authorized user. Authorized Users may participate in this agreement accordance with the terms and conditions set forth herein, and agree to be responsible for direct payment to the Contractor by the issuance of a purchase order for Contractor's services. D. The issuance of a purchase order shall indicate the Authorized User acceptance and agreement to the terms and conditions set forth in this Agreement between the State of New York and the Contractor. E. Only Authorized User’s employees authorized by Authorized User to use Westlaw (“End Users”) may access and use Westlaw under the terms of this Agreement, and such use must be solely for purposes directly related to Authorized User’s research and work. Contract employees authorized to use Westlaw under the terms of this Agreement must access Westlaw only at Authorized User’s location. Access and use of Westlaw by faculty and administrative personnel in educational institutions must be solely for instructional and course work purposes only. Contractor will work with Authorized User(s) to contain usage by summer interns/clerks.
8. MONTHLY REPORT OF CONTRACT PURCHASES
A. Contractor shall be responsible for compiling and maintaining accurate, electronic records and shall submit a“ Monthly Report of Contract Purchases” which shall reference the New York State Comptroller’s Contract Number of this Agreement on its face. The Contractor shall be fully liable for inaccuracies contained therein. Additionally, the detailed data shall be available in either diskette or CD-Rom format, if requested. Said reports shall be kept for a minimum of five years and shall be furnished to the State on a monthly basis.
B. The “Monthly Report of Contract Purchases” shall, at a minimum, contain the following information:
7 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
MANDATORY CONTENTS OF MONTHLY REPORT OF CONTRACT PURCHASES
1) Monthly Breakdown for each Authorized User, including: a. Total Volume Usage, broken out by database classification b. Total Number of hours and/or transactions for each Authorized User (when applicable), broken out by database classification c. Total Excluded Charges
2) Monthly Totals Aggregating Usage by All Authorized Users, including: a. Total Volume Usage, broken out by database classification b. Total Number of hours and/or transactions for each Authorized User (when applicable), broken out by database classification c. Total Excluded Charges
C. The Contractor shall be responsible for furnishing said complete Monthly Report of Contract Purchases within forty-five days of the close of the reporting period to the State at the following address: “Office of General Services, Procurement Services Group, 37th Floor, Corning Tower, Empire State Plaza, Albany, New York 12242 ”. In the event that such report is not furnished within said timeframes, the State shall have the right to withhold payment for services rendered during the reporting period until such report is received and/or consider Contractor in breach of this agreement.
D. At the State's request, Contractor will assist the State and/or Authorized Users in gaining access to "Quickview+", Contractor's on-line current usage reporting service, or successor technology at no additional charge.
E. Contractor shall also indicate the aggregate hourly or password monthly total under the Agreement for the plan applicable to Authorized User, in order to substantiate an Authorized User's monthly aggregate hourly charge. Such notice shall be given by the following language printed on the face of the Contractor payment report:
"Subscriber's billing rate reflects aggregate, statewide discounts set forth in New York State Comptroller's Contract Number______, based on aggregate, statewide Option A Hourly/Transactional Rates______."
9 RATES AND FEES FOR SERVICES
Rates payable by all Authorized User/Authorized Users during the first year of the contract term shall be as set forth in Appendix G.
A. Nothing contained herein shall be construed to require an eligible Authorized User to migrate to this Service Agreement. B. Contractor may, however, offer a participating Authorized User under this Service Agreement competitive pricing which is lower than the rates set forth herein at any time during the Service Agreement term, in which case said lower rates shall not be applied on a
8 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
most favored basis to all other Authorized Users. Competitive lower pricing shall be available to the Authorized User upon execution of a new “Subscription Agreement” in accordance with the Service Agreement, and the rates established in the “Subscription Agreement” shall supersede the rates established in this agreement as to that Authorized User only. In all other respects, however, the Authorized User/Authorized User’s aggregate usage volume as measured per transaction / per hour or per Professional shall be included within the aggregate totals of all Authorized User unit volume for purposes of applying the rate structure to all other Authorized Users under this agreement.
C. Notwithstanding the foregoing, the volume measured per transaction / per hour or per Professional of the Unified Courts System and of subscriptions servicing only faculty and administrative personnel at eligible educational institutions shall not be included within the aggregate totals contemplated by this paragraph.
D. Eligible Authorized Users, including educational institutions (faculty and administrative personnel only) and the Unified Court System of the State of New York, with independent contracts for Contractor services may, at any time, convert their contracts to participate under this Service Agreement and upon doing so shall have all rights of an Authorized User provided that notice of such migration shall be forwarded to Contractor and OGS in compliance with all notice requirements.
E. Authorized Users shall have the option of utilizing vendor’s services on one of the plans provided by this contract, and may elect to change or terminate plans upon thirty days notice to Contractor at any time during the term of the subscription agreement. Such change shall be effective on the first day of the month following Contractor’s receipt of said notice of change. Plans offered pursuant to this agreement are:
OPTION (A): PER TRANSACTION / PER HOUR SUBSCRIPTION AGREEMENT
Authorized Users who wish to elect per transaction / per hour service shall be billed on a monthly basis at the rates set forth in Appendix G.
“Aggregate Number of Transactions” or "Aggregate Number of Hours" shall be determined by the aggregate number of transactions or aggregate number of hours requested by Authorized Users.
Authorized Users may elect to switch to the per transaction / per hour Plan upon thirty days written notice to Contractor, which change shall take effect the first day of the month following Contractor’s receipt of notice.
The parties hereby agree that in no event shall a single Authorized User, except the Unified Court System, pay more than a ceiling rate of three hundred fifty thousand dollars ($350,000), per year, under this service option, inclusive of all printing and other charges; provided, however, that if such agency’s per Professional usage during a fiscal year increases by 115% or more over the prior year, that agency’s cap will increase by the actual percent increase.
9 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Databases, features and services exempt from the ceiling rate shall be Authorized User charges for Excluded Charges (see Appendix G, #3 (Schedule A Plan 2B)), the usage charges for which shall be as set forth in Appendix G#3.
OPTION (B): PER PROFESSIONAL PLAN
The Per Professional Subscription Agreement option allows Authorized Users to aggregate their service usage volume with all Authorized Users under this Service Agreement.
A discounted Professional fee is available to each Authorized User for the Contractor Included Databases under Option B, based upon the total volume of Professionals utilizing Option B Included Databases.
Contractor will work with individual Authorized Users to contain usage by summer interns/clerks by blocking access, upon written request, to certain Westlaw databases, features and services from certain passwords.
Access to and usage of Excluded Databases will be billed separately as Excluded Charges (see Appendix G, #3). These Excluded Databases, Features and Services will be charged at approved New York State applicable rates. West Group may, make certain databases, features, and services Excluded Charges if West Group in those instances where West Group is contractually bound or otherwise required to do so by a contributor of data to West Group, or if the databases, features, and services are enhanced or released after the effective date of this Agreement. Notice to be provided as stated in Appendix B-2-DB, Section 80.a.
In all respects not inconsistent with the terms and conditions contained herein, charges for additional features under the Option A rates shall be as set forth in Appendix G#3 to this agreement, entitled “NYS Net Prices”.
10. ACCESS TO PRODUCTS; ARCHIVING; AUTHORIZED USERS:
A. Access: Access to the Products by Authorized Users shall be via the World Wide Web (e.g., westlaw.com or successor technology) from the Contractor’s server(s). The Contractor shall insure that the Products are highly stable and usable (including average westlaw.com response time of less than 6 seconds, and uptime, except for scheduled maintenance and access problems related to Authorized User’s Internet Service Provider, of 96.9%), and shall insure that the Web server(s) is (are) fully capable of serving all Authorized Users. The Contractor will provide sufficient servers to ensure no degradation of services if necessary. Access shall be controlled by IP addresses, passwords or other appropriate authentication technology.
B. Authorized Users: Will prepare and submit to the Contractor a list of End Users that shall include name, address, and contact information.
11. PAYMENT FOR PRODUCTS; RENEWALS:
A. Rates charged by West Group during the first year of the contract term shall be as set forth in Appendix G, Submission #3.
10 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
B. Notwithstanding the term of this Agreement, individual Authorized Users may subscribe annually within the term of the Agreement, renewable by the Authorized User annually. By mutual agreement, the annual subscription period may be for a stated annual term for an Authorized User, provided however, that additional End Users may be added any time during the contract period on a prorated basis except for NEW YORK WestlawPRO+ Products.
C. Authorized Users wishing to subscribe to the Products shall submit orders to the Contractor. Such orders shall be submitted via Purchase Order forms accompanied by the WestLaw Pricing Form attached as Appendix I hereto, which will serve as acceptance by Authorized User and Contractor of the terms and conditions of this Agreement.
12. DESIGNATED CONTACT PERSON/ RESPONSIBILITY FOR PAYMENTS
A. The State, Contractor and each Authorized User will designate a contact person to administer their participation under this Agreement.
B. Contractor shall bill each Authorized User monthly for the Services including adjustments, unless Authorized User has prepaid for one year service in advance. Each Authorized User shall make separate application for services and is responsible for payment for those services, subject to legislative appropriations.
C. The Office of General Services is the lead agency in awarding this Agreement and assumes no liability for payment for any services rendered under this agreement to Authorized Users, except as OGS may itself subscribe to for Services, in which case it shall be liable directly for such use, subject to legislative appropriations.
13. CLAIMS AND REPRESENTATIONS:
Contractor warrants and agrees that all statements, whether oral, written or electronic, regarding the features, content and capabilities of its Products are true and accurate and that the Products will operate, in normal usage as so represented stated by Contractor.
14. AMENDMENTS TO CONTRACT:
Procedures for Updating Contract Price & Product Listings NOTE: THE FOLLOWING PROCEDURES ARE NOT APPLICABLE TO CONTRACTOR PROPOSED CHANGES TO CONTRACT TERMS AND CONDITIONS. Any implied or express request for changes in or additions to existing Contract terms and conditions, including new terms and conditions associated with a specific Product line being added to the Contract for the first time, requires a formal Contract amendment and requires the approval of OGS, the NYS Attorney General and the NYS Comptroller. New or revised Contract terms and conditions are subject to the restrictions set forth in Appendix B-2-DB, Section 40.
The following guidelines and Appendix F, Contract Update Form attached to this Contract are subject to change at the discretion of OGS.
(1) TYPES OF CONTRACT UPDATES: In order to expedite processing of a change request, where proposed changes involve more than one category below, they should be submitted to OGS as totally separate requests. 11 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
a) AUTO ADDS / DELETIONS – “Auto Adds/Deletions” are Contract changes and updates made in accordance with the previously approved Contract pricing formula; e.g., a “discount from list” or pricing based on an approved GSA-based price Schedule. “Auto Adds” do not include any price increases. “Auto Adds/Deletions” include: i) adding new products within the established, previously approved pricing structure, ii) lowering pricing for Products previously incorporated under the Contract, and iii) deleting Products previously incorporated under the Contract. For categories (i) and (ii) Auto Adds: Contractor shall automatically update the Contract price list and may proceed with selling Products without prior approval of either OGS or the Comptroller. Contractor should note, however, that all “Auto Adds” approved by OGS are subject to a post audit by the Office of the State Comptroller. For category (iii) Auto Deletions, at the end of and subject to the period specified in Appendix B-2-DB, Clause 80 (“Changes in Product or Service Offerings”), Contractor may automatically update the Contract price list by deleting the Product(s), without prior approval of either OGS or the Comptroller. All “auto adds” must be immediately posted electronically by the Contractor at the Contract web site should the Contractor maintain a Contract web site for the State of New York.
b) REGULAR ADD - “Regular Adds” are requests for i) price increases for Products which are already incorporated under the Contract, and ii) addition of new products to the Contract which do not fall under the previously established price structure or discounts for Product types previously approved under the Contract. Regular Adds include rebundled Products or Services. Regular Adds must be submitted to OGS for approval, and must be accompanied by a justification of reasonableness of price. Regular Adds are subject to pre-audit by the Comptroller. If approved, OGS staff will notify Contractor in writing. Price increases or new product offerings may not be electronically posted by Contractor until after receipt of OGS approval of the “Regular Add”. All “Regular Adds” must be posted by the Contractor at the Contract web site should the Contractor maintain a Contract web site for the State of New York. When the Contract pricing is based on GSA prices, the revised prices or prices of new Products must reflect current GSA prices adjusted as necessary for any additional discounts.
c) SPECIAL ADD – Contract changes and updates that do not fall within either of the above categories, will be processed as “Special Adds”. Special Adds are changes that are not specifically covered by the terms of the Contract but inclusion is found to be in the best interest of the State. Contractor must provide a justification of reasonableness of the prices offered and a statement explaining why it is in the best interest of the State to approve the new Products. Special Adds are subject to pre-audit by the Office of the State Comptroller. If approved, OGS staff will notify Contractor in writing. New offerings may not be electronically posted by Contractor until after receipt of OGS approval of the “Special Add”. All “Special Adds” must be posted by the Contractor at the Contract web site should the Contractor maintain a Contract web site for the State of New York.
d) CHANGES IN RESELLER LIST - If the Contractor allows resellers to participate in the contract in accordance with the Use of Resellers/Distributors clause of this Contract, requests to add or delete resellers or to modify reseller information must be 12 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
submitted for prior approval of the State. Contractor may request changes to the designated Reseller List by submission of a completed, revised Appendix G, Submission # 2.
(2) CONTRACTOR’S SUBMISSION OF CONTRACT UPDATES: In connection with any Contract update, OGS reserves the right to: · request additional information · reject Contract updates · remove Products from Contracts · remove Products from Contract updates · request additional discounts for new or existing Products
(3) PRICE JUSTIFICATION – FORMAT: Contractor is required to submit the Product and price information for the update in an Excel spreadsheet format in hard copy in triplicate and on a floppy disk or electronically via e-mail to the OGS Purchasing Officer. The list must be dated and the format should be consistent with the format of the price list(s) included in the NYS Net Price appendix of this Contract. The price list should separately include and identify (e.g., by use of separate worksheets or by using italics, bold and/or color fonts): · Price increases · Products being added The State reserves the right to require a revised NYS Net Price List at any time during the Contract period, and it will be requested if there have been numerous updates since the last complete update. Each updated price list must include the date the price list was prepared.
A. (4) SUPPORTING DOCUMENTATION: Each update request must include the current U.S. commercial price list relevant to the Products included in the update. If the NYS Net Prices are based on a GSA Schedule, the current GSA Schedule must also be included with the update request. Requested price increases not based on an approved GSA schedule must also include a copy of the current National Consumer Price Index as described in the “Payments/Pricing” section of the Contract.
(5) COVER LETTERS: A Contract update must be accompanied by three (3) copies of the Contract Update Form set forth in Appendix F. Contractor should briefly describe the nature and purpose of the update (e.g., update requested in order to reflect a recently approved GSA schedule, to restructure the pricing to its Licensees generally, and/or for new Products or services which fall into a new group or category that did not exist at the time of approval of the Contract by the New York State Comptroller, etc.). Each of the three copies of the Contract Update Form must contain original signatures by an individual authorized to sign on behalf of Contractor, and an original corporate acknowledgment (see below).
5. USE OF RE-SELLERS/DISTRIBUTORS
13 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Contractor must provide service, sales and support staff to service Authorized Users geographically located at multiple purchasing locations throughout New York State. Contractor shall insure that sufficient resources are available directly, or through Resellers/Distributors to insure maximum service capability throughout the State. The State agrees to permit Contractor to utilize approved, designated value added resellers (VARs), distributors and dealers (“Resellers”) to participate as alternate distribution sources for Contractor. Such participation is subject to the following conditions:
A. Designation of Reseller(s): Contractor shall specify whether orders must be placed directly with Contractor, or may be placed directly with designated Reseller(s). When Reseller(s) are submitted for approval, Contractor must provide the State, in advance, with all necessary ordering, billing addresses and Federal Identification numbers in the format provided in Appendix G (Submission #2).
B. Conditions of Participation: Reseller(s) must be approved in advance by the State as a condition of eligibility under this section. The State also reserves the right to rescind any such participation or request that Contractor name additional Resellers, in the best interests of the State, at the State’s sole discretion, at any time. Contractor shall have the right to qualify Reseller(s) and their participation as fulfillment agents under this Contract by product line, contracting program (i.e., government/educational sales), geographic region, size/sales volume, technical training or other criteria (“qualifying criteria”), provided that: i) such qualifying criteria are uniformly applied to all potential Resellers based upon Contractor’s established, neutrally applied commercial/governmental program criteria, and not to a particular procurement; ii) all general categories of qualifying criteria must be disclosed by the Contractor to the State, in advance, at the beginning of the Contract term, and iii) those qualifying criteria met by the Reseller must be identified on the form provided in Appendix G (Submission #2) at the time that Reseller approval is requested under this paragraph; and iv) immediate advance notice is provided to OGS in the event that a change in Reseller’s status occurs during the Contract term. All Resellers who have been approved in accordance with the foregoing paragraph shall be eligible to quote lower pricing for procurements under this Contract which meet their qualifying criteria. Except as otherwise set forth in Appendix G (Submission #2), Contractor warrants and represents that it shall not, directly or indirectly, by agreement, communication or any other means, restrict any Reseller’s participation or ability to quote a particular order.
C. Responsibility for Reporting/Performance: Contractor shall be fully liable for Reseller(s)’ performance and compliance with all Contract terms and conditions. Product purchased through Reseller(s) must be reported by Contractor in the required Semi-Annual Reports to the State as a condition of payment, and where applicable, to Third Party Developer(s) in accordance with the reporting requirements of this Contract. In addition to inclusion of Reseller(s) volume in the Contractor’s semi-annual reporting obligation to the State, at the request of Authorized User, Reseller(s) shall provide Authorized User with semi-annual reports of the individual Authorized User’s Contract activity with Reseller.
D. Applicability of Contract Terms: Product ordered directly through Reseller(s) shall be limited to Products previously approved for inclusion under this Contract and shall be subject to all terms and conditions of this Contract as a condition of Reseller participation.
15. CONTRACTOR’S PERFORMANCE OBLIGATIONS: 14 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
A. Contractor will provide and maintain help files and other appropriate user documentation for the Products and make them accessible to all Authorized Users free of charge.
B. Contractor will offer reasonable levels of continuing support to assist Authorized Users and End Users in their use of the Products. Contractor will make its personnel available by email, phone or fax during regular business hours, Monday through Friday for feedback, problem-solving, or general questions free of charge.
C. Contractor shall use reasonable efforts to ensure that Contractor's server or servers have sufficient capacity and rate of connectivity to provide all Authorized Users and their End Users with a quality of service comparable to current standards in the on-line information provision industry in the Authorized User's locale. Contractor shall use reasonable efforts to restore access to the Products as soon as possible in the event of an interruption or suspension of service. In the event that access to the Products is not restored in a reasonable time, Contractor will provide appropriate reimbursement to the Authorized User in an amount proportional to the total fee for the Products had they been available to the Authorized User, provided that Contractor’s system is not fully available to Authorized User(s) and that interruption or suspension of service is due to a malfunction or limitation in the Contractor’s system due to no fault or failure external to the system. “Fully available” is defined as the Contractor’s system allowing Authorized User(s) to log onto that system, search any database, and retrieve and download the requested information. The Contractor is not responsible for providing Internet access or services directly related to Internet access and functionality. The Contractor is not responsible for interruption or suspension of service related to the Internet, an Internet Service Provider (ISP), or to any telecommunications carrier.
D. Authorized User understands that from time to time the Products may be added to, modified, or deleted by Contractor and/or that portions of the Products may migrate to other formats. Contractor shall give prompt notice of any such changes to Authorized User. Failure by Contractor to provide such reasonable notice shall be grounds for immediate termination of an Authorized User's Purchase Order.
E. Contractor will ensure regular system and project updates to Authorized User as they become available. Contractor will provide additional training to Authorized Users, as made necessary by any updates or modifications to the Products or any of Contractor software, free of charge.
F. Contractor will offer free on-line help to the End User. Prompts will be available for the End User to guide the End User through the steps in acquiring information. Training materials must also be available in print and/or electronic form.
16. AUTHORIZED USER PERFORMANCE OBLIGATIONS:
Authorized Users acknowledge that the copyright and title to the information content and organization of the Products are and remain with Contractor. Authorized User shall use reasonable efforts to inform its End Users of any restrictions on the use of the Products. Authorized User shall use reasonable efforts to protect the Products from any use that is not permitted under this Agreement, and shall notify Contractor of any such use of which it learns or is notified. In the event of any unauthorized use of the Products, (a) Contractor may terminate the 15 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
access of the Internet Protocol ("IP") address(es) from which such unauthorized use occurred, and/or (b) Contractor may request that Authorized User terminate access of the persons making such unauthorized use to the Products. Contractor shall take none of the steps described in this paragraph without first providing reasonable notice to Authorized User and working with the Authorized User to avoid recurrence of any unauthorized use.
17. EARLY TERMINATION:
In the event that any party believes that another party materially has breached any obligations under this Agreement, such party shall so notify the breaching party in writing. The breaching party shall have thirty (30) days from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within the thirty (30) day period, the non-breaching party shall have the right to terminate the Agreement without further notice.
Upon Termination of this Agreement for cause, online access to the Products by Authorized User and End Users shall be terminated. Print copies of Products may be retained by Authorized User or End Users and used subject to the terms of this Agreement, provided that printouts have been created by Authorized/End User for internal use and for distribution to third parties if such third parties agree not to further distribute the printouts. Authorized/End User shall not sell, license or distribute data (including printouts and downloaded data) to third parties or use data as a component of or as a basis for any material offered for sale, license or distribution.
18. WARRANTIES:
Subject to the Limitations set forth elsewhere in this Agreement, Section B-2-DB.
19. ASSIGNMENT AND TRANSFER:
No party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
20. GOVERNING LAW:
This Agreement shall be interpreted and construed according to, and governed by, the laws of the State of New York. The federal or state courts located in New York shall have jurisdiction to hear any dispute under this Agreement.
21. DISPUTE RESOLUTION:
A. In the event of any dispute or controversy arising out of or relating to this Agreement, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under this Agreement, which are not affected by the dispute.
B. Should the dispute not be resolved amicably, each party shall use the legal procedures as governed by State Law.
16 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
C. All documents, materials, and information in the possession of contractor that are relevant to the claim(s) or dispute(s) shall be made available to OGS or the Authorized User for review and copying no later than 60 days after notice of legal action is served. All documents, materials, and information in the possession of OGS or the Authorized User that are relevant to the claim(s) or dispute(s) and are subject to disclosure pursuant to the New York State Freedom of Information Law, shall be made available to contractor for review and copying no later than 60 days after notice of legal action or Freedom of Information Request is served, whichever is later.
22. SEVERABILITY:
If any provision or provisions of this Agreement shall be held to be invalid, illegal, and unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
23. WAIVER OF CONTRACTUAL RIGHT:
Waiver of any provision herein shall not be deemed to be a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
24. ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.
25. NOTICES:
All notices given pursuant to this Agreement shall be in writing and may be hand delivered, or shall be deemed received within five (5) business days after mailing if sent by registered or certified mail, return receipt requested. If any notice is sent by facsimile, confirmation copies must be sent by U.S. Mail or hand delivery to the specified address. Any party may from time to time change its Notice Address by written notice to all other parties.
17 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
IN WITNESS WHEREOF, the parties therefore hereby execute their mutual agreement to the terms of this Contract. This Agreement shall be executed and shall be a binding Contract between the parties as set forth in this Service Agreement. The State further warrants that, where Contractor is asked to execute four original copies of this signature page along with a complete original copy of the Contract, the approved signature page(s) will be affixed by the State, upon final approval by the NYS Comptroller, to additional copies of this Contract which conform exactly to the complete original copy as submitted by Contractor and executed simultaneously therewith.
CONTRACTOR THE PEOPLE OF THE STATE OF NEW YORK
By:______By:______Name: Name: Title: Title: Contractor Firm Name: Office of General Services Federal Tax Identification #:
APPROVED AS TO FORM APPROVED ELIOT SPITZER H. CARL Mc CALL New York State Attorney General New York State Comptroller
CORPORATE ACKNOWLEDGMENT
STATE OF } : ss.: COUNTY OF }
On the ______day of ______in the year _____ , before me personally came: ______, to me known, who, being by me duly sworn, did depose and say that he/she/they reside(s) in ______; that he/she/they is (are) ______(the President or other officer or director or attorney in fact duly appointed) of ______, the corporation described in and which
18 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES executed the above instrument; and that he/she/they signed his/her/their name(s) thereto by authority of the board of directors of said corporation.
______Signature and Office of Person Taking Acknowledgment
19 Revised 06/24/02
APPENDIX A
STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS
PLEASE RETAIN THIS DOCUMENT FOR FUTURE REFERENCE
20 Revised 06/24/02
TABLE OF CONTENTS
GENERAL
1. Executory Clause 2. Non-Assignment Clause 3. Comptroller’s Approval 4. Workers’ Compensation Benefits 5. Non-Discrimination Requirements 6. Wage and Hours Provisions 7. Non-Collusive Bidding Requirement 8. International Boycott Prohibition 9. Set-Off Rights 10. Records 11. Identifying Information and Privacy Notification 12. Equal Employment Opportunities For Minorities and Women 13. Conflicting Terms 14. Governing Law 15. Late Payment 16. No Arbitration 17. Service of Process 18. Prohibition on Purchase of Tropical Hardwoods 19. MacBride Fair Employment Principles 20. Omnibus Procurement Act of 1992 21. Reciprocity and Sanctions Provisions
21 Revised 06/24/02
STANDARD CLAUSES FOR NYS CONTRACTS money when the value or reasonably The parties to the attached contract, estimated value of such consideration license, lease, amendment or other exceeds $10,000, it shall not be valid, agreement of any kind (hereinafter, "the effective or binding upon the State until it contract" or "this contract") agree to be has been approved by the State Comptroller bound by the following clauses which are and filed in his office. Comptroller's hereby made a part of the contract (the word approval of contracts let by the Office of "Contractor" herein refers to any party other General Services is required when such than the State, whether a contractor, contracts exceed $30,000 (State Finance licenser, licensee, lessor, lessee or any other Law Section 163.6a). party): 4. WORKERS' COMPENSATION 1. EXECUTORY CLAUSE. In BENEFITS. In accordance with Section accordance with Section 41 of the State 142 of the State Finance Law, this contract Finance Law, the State shall have no shall be void and of no force and effect liability under this contract to the Contractor unless the Contractor shall provide and or to anyone else beyond funds appropriated maintain coverage during the life of this and available for this contract. contract for the benefit of such employees as are required to be covered by the provisions 2. NON-ASSIGNMENT CLAUSE. In of the Workers' Compensation Law. accordance with Section 138 of the State Finance Law, this contract may not be 5. NON-DISCRIMINATION assigned by the Contractor or its right, title REQUIREMENTS. In accordance with or interest therein assigned, transferred, Article 15 of the Executive Law (also conveyed, sublet or otherwise disposed of known as the Human Rights Law) and all without the previous consent, in writing, of other State and Federal statutory and the State and any attempts to assign the constitutional non-discrimination provisions, contract without the State's written consent the Contractor will not discriminate against are null and void. The Contractor may, any employee or applicant for employment however, assign its right to receive payment because of race, creed, color, sex, national without the State's prior written consent origin, age, disability or marital status. unless this contract concerns Certificates of Furthermore, in accordance with Section Participation pursuant to Article 5-A of the 220-e of the Labor Law, if this is a contract State Finance Law. for the construction, alteration or repair of any public building or public work or for the 3. COMPTROLLER'S APPROVAL. In manufacture, sale or distribution of accordance with Section 112 of the State materials, equipment or supplies, and to the Finance Law (or, if this contract is with the extent that this contract shall be performed State University or City University of New within the State of New York, Contractor York, Section 355 or Section 6218 of the agrees that neither it nor its subcontractors Education Law), if this contract exceeds shall, by reason of race, creed, color, $15,000 (or the minimum thresholds agreed disability, sex, or national origin: (a) to by the Office of the State Comptroller for discriminate in hiring against any New York certain S.U.N.Y. and C.U.N.Y. contracts), or State citizen who is qualified and available if this is an amendment for any amount to a to perform the work; or (b) discriminate contract which, as so amended, exceeds said against or intimidate any employee hired for statutory amount, or if, by this contract, the the performance of work under this contract. State agrees to give something other than If this is a building service contract as
22 Revised 06/24/02
defined in Section 230 of the Labor Law, delivered to the State a non-collusive then, in accordance with Section 239 bidding certification on Contractor's behalf. thereof, Contractor agrees that neither it nor its subcontractors shall, by reason of race, 8. INTERNATIONAL BOYCOTT creed, color, national origin, age, sex or PROHIBITION. In accordance with disability: (a) discriminate in hiring against Section 220-f of the Labor Law and Section any New York State citizen who is qualified 139-h of the State Finance Law, if this and available to perform the work; or (b) contract exceeds $5,000, the Contractor discriminate against or intimidate any agrees, as a material condition of the employee hired for the performance of work contract, that neither the Contractor nor any under this contract. Contractor is subject to substantially owned or affiliated person, fines of $50.00 per person per day for any firm, partnership or corporation has violation of Section 220-e or Section 239 as participated, is participating, or shall well as possible termination of this contract participate in an international boycott in and forfeiture of all moneys due hereunder violation of the federal Export for a second or subsequent violation. Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations 6. WAGE AND HOURS PROVISIONS. thereunder. If such Contractor, or any of the If this is a public work contract covered by aforesaid affiliates of Contractor, is Article 8 of the Labor Law or a building convicted or is otherwise found to have service contract covered by Article 9 violated said laws or regulations upon the thereof, neither Contractor's employees nor final determination of the United States the employees of its subcontractors may be Commerce Department or any other required or permitted to work more than the appropriate agency of the United States number of hours or days stated in said subsequent to the contract's execution, such statutes, except as otherwise provided in the contract, amendment or modification thereto Labor Law and as set forth in prevailing shall be rendered forfeit and void. The wage and supplement schedules issued by Contractor shall so notify the State the State Labor Department. Furthermore, Comptroller within five (5) business days of Contractor and its subcontractors must pay such conviction, determination or at least the prevailing wage rate and pay or disposition of appeal (2NYCRR 105.4). provide the prevailing supplements, including the premium rates for overtime 9. SET-OFF RIGHTS. The State shall pay, as determined by the State Labor have all of its common law, equitable and Department in accordance with the Labor statutory rights of set-off. These rights shall Law. include, but not be limited to, the State's option to withhold for the purposes of set- 7. NON-COLLUSIVE BIDDING off any moneys due to the Contractor under CERTIFICATION. In accordance with this contract up to any amounts due and Section 139-d of the State Finance Law, if owing to the State with regard to this this contract was awarded based upon the contract, any other contract with any State submission of bids, Contractor warrants, department or agency, including any under penalty of perjury, that its bid was contract for a term commencing prior to the arrived at independently and without term of this contract, plus any amounts due collusion aimed at restricting competition. and owing to the State for any other reason Contractor further warrants that, at the time including, without limitation, tax Contractor submitted its bid, an authorized delinquencies, fee delinquencies or and responsible person executed and monetary penalties relative thereto. The State shall exercise its set-off rights in
23 Revised 06/24/02
accordance with normal State practices the sale of goods or services or the lease of including, in cases of set-off pursuant to an real or personal property to a New York audit, the finalization of such audit by the State agency must include the payee's State agency, its representatives, or the State identification number, i.e., the seller's or Comptroller. lessor's identification number. The number is either the payee's Federal employer 10. RECORDS. The Contractor shall identification number or Federal social establish and maintain complete and security number, or both such numbers accurate books, records, documents, when the payee has both such numbers. accounts and other evidence directly Failure to include this number or numbers pertinent to performance under this contract may delay payment. Where the payee does (hereinafter, collectively, "the Records"). not have such number or numbers, the The Records must be kept for the balance of payee, on its invoice or New York State the calendar year in which they were made standard voucher, must give the reason or and for six (6) additional years thereafter. reasons why the payee does not have such The State Comptroller, the Attorney General number or numbers. and any other person or entity authorized to conduct an examination, as well as the (b) PRIVACY NOTIFICATION. (1) The agency or agencies involved in this contract, authority to request the above personal shall have access to the Records during information from a seller of goods or normal business hours at an office of the services or a lessor of real or personal Contractor within the State of New York or, property, and the authority to maintain such if no such office is available, at a mutually information, is found in Section 5 of the agreeable and reasonable venue within the State Tax Law. Disclosure of this State, for the term specified above for the information by the seller or lessor to the purposes of inspection, auditing and State is mandatory. The principal purpose copying. The State shall take reasonable for which the information is collected is to steps to protect from public disclosure any enable the State to identify individuals, of the Records which are exempt from businesses and others who have been disclosure under Section 87 of the Public delinquent in filing tax returns or may have Officers Law (the "Statute") provided that: understated their tax liabilities and to (i) the Contractor shall timely inform an generally identify persons affected by the appropriate State official, in writing, that taxes administered by the Commissioner of said records should not be disclosed; and (ii) Taxation and Finance. The information will said records shall be sufficiently identified; be used for tax administration purposes and and (iii) designation of said records as for any other purpose authorized by law. exempt under the Statute is reasonable. (2) The personal information is requested Nothing contained herein shall diminish, or by the purchasing unit of the agency in any way adversely affect, the State's right contracting to purchase the goods or services to discovery in any pending or future or lease the real or personal property litigation. covered by this contract or lease. The information is maintained in New York 11. IDENTIFYING INFORMATION State's Central Accounting System by the AND PRIVACY NOTIFICATION. (a) Director of Accounting Operations, Office FEDERAL EMPLOYER of the State Comptroller, AESOB, Albany, IDENTIFICATION NUMBER and/or New York 12236. FEDERAL SOCIAL SECURITY NUMBER. All invoices or New York State 12. EQUAL EMPLOYMENT standard vouchers submitted for payment for OPPORTUNITIES FOR MINORITIES
24 Revised 06/24/02
AND WOMEN. In accordance with not discriminate on the basis of race, creed, Section 312 of the Executive Law, if this color, national origin, sex, age, disability or contract is: (i) a written agreement or marital status and that such union or purchase order instrument, providing for a representative will affirmatively cooperate total expenditure in excess of $25,000.00, in the implementation of the contractor's whereby a contracting agency is committed obligations herein; and to expend or does expend funds in return for labor, services, supplies, equipment, (c) the Contractor shall state, in all materials or any combination of the solicitations or advertisements for foregoing, to be performed for, or rendered employees, that, in the performance of the or furnished to the contracting agency; or State contract, all qualified applicants will (ii) a written agreement in excess of be afforded equal employment opportunities $100,000.00 whereby a contracting agency without discrimination because of race, is committed to expend or does expend creed, color, national origin, sex, age, funds for the acquisition, construction, disability or marital status. demolition, replacement, major repair or renovation of real property and Contractor will include the provisions of improvements thereon; or (iii) a written "a", "b", and "c" above, in every subcontract agreement in excess of $100,000.00 over $25,000.00 for the construction, whereby the owner of a State assisted demolition, replacement, major repair, housing project is committed to expend or renovation, planning or design of real does expend funds for the acquisition, property and improvements thereon (the construction, demolition, replacement, major "Work") except where the Work is for the repair or renovation of real property and beneficial use of the Contractor. Section improvements thereon for such project, then: 312 does not apply to: (i) work, goods or services unrelated to this contract; or (ii) (a) The Contractor will not discriminate employment outside New York State; or (iii) against employees or applicants for banking services, insurance policies or the employment because of race, creed, color, sale of securities. The State shall consider national origin, sex, age, disability or marital compliance by a contractor or subcontractor status, and will undertake or continue with the requirements of any federal law existing programs of affirmative action to concerning equal employment opportunity ensure that minority group members and which effectuates the purpose of this women are afforded equal employment section. The contracting agency shall opportunities without discrimination. determine whether the imposition of the Affirmative action shall mean recruitment, requirements of the provisions hereof employment, job assignment, promotion, duplicate or conflict with any such federal upgradings, demotion, transfer, layoff, or law and if such duplication or conflict exists, termination and rates of pay or other forms the contracting agency shall waive the of compensation; applicability of Section 312 to the extent of such duplication or conflict. Contractor will (b) at the request of the contracting agency, comply with all duly promulgated and the Contractor shall request each lawful rules and regulations of the employment agency, labor union, or Governor's Office of Minority and Women's authorized representative of workers with Business Development pertaining hereto. which it has a collective bargaining or other agreement or understanding, to furnish a 13. CONFLICTING TERMS. In the event written statement that such employment of a conflict between the terms of the agency, labor union or representative will contract (including any and all attachments
25 Revised 06/24/02
thereto and amendments thereof) and the Hardwoods) which prohibits purchase and terms of this Appendix A, the terms of this use of tropical hardwoods, unless Appendix A shall control. specifically exempted, by the State or any governmental agency or political 14. GOVERNING LAW. This contract subdivision or public benefit corporation. shall be governed by the laws of the State of Qualification for an exemption under this New York except where the Federal law will be the responsibility of the supremacy clause requires otherwise. contractor to establish to meet with the approval of the State. 15. LATE PAYMENT. Timeliness of payment and any interest to be paid to In addition, when any portion of this Contractor for late payment shall be contract involving the use of woods, governed by Article XI-A of the State whether supply or installation, is to be Finance Law to the extent required by law. performed by any subcontractor, the prime Contractor will indicate and certify in the 16. NO ARBITRATION. Disputes submitted bid proposal that the involving this contract, including the breach subcontractor has been informed and is in or alleged breach thereof, may not be compliance with specifications and submitted to binding arbitration (except provisions regarding use of tropical where statutorily authorized), but must, hardwoods as detailed in §165 State Finance instead, be heard in a court of competent Law. Any such use must meet with the jurisdiction of the State of New York. approval of the State; otherwise, the bid may not be considered responsive. Under bidder 17. SERVICE OF PROCESS. In addition certifications, proof of qualification for to the methods of service allowed by the exemption will be the responsibility of the State Civil Practice Law & Rules ("CPLR"), Contractor to meet with the approval of the Contractor hereby consents to service of State. process upon it by registered or certified mail, return receipt requested. Service 19. MACBRIDE FAIR EMPLOYMENT hereunder shall be complete upon PRINCIPLES. In accordance with the Contractor's actual receipt of process or MacBride Fair Employment Principles upon the State's receipt of the return thereof (Chapter 807 of the Laws of 1992), the by the United States Postal Service as Contractor hereby stipulates that the refused or undeliverable. Contractor must Contractor either (a) has no business promptly notify the State, in writing, of each operations in Northern Ireland, or (b) shall and every change of address to which take lawful steps in good faith to conduct service of process can be made. Service by any business operations in Northern Ireland the State to the last known address shall be in accordance with the MacBride Fair sufficient. Contractor will have thirty (30) Employment Principles (as described in calendar days after service hereunder is Section 165 of the New York State Finance complete in which to respond. Law), and shall permit independent monitoring of compliance with such 18. PROHIBITION ON PURCHASE OF principles. TROPICAL HARDWOODS. The Contractor certifies and warrants that all 20. OMNIBUS PROCUREMENT ACT wood products to be used under this contract OF 1992. It is the policy of New York State award will be in accordance with, but not to maximize opportunities for the limited to, the specifications and provisions participation of New York State business of State Finance Law §165. (Use of Tropical enterprises, including minority and women-
26 Revised 06/24/02
owned business enterprises as bidders, subcontractors and suppliers on its (b) The Contractor has complied with the procurement contracts. Federal Equal Opportunity Act of 1972 (P.L. 92-261), as amended; Information on the availability of New York State subcontractors and suppliers is (c) The Contractor agrees to make available from: reasonable efforts to provide notification to New York State residents of employment NYS Department of Economic opportunities on this project through listing Development any such positions with the Job Service Division for Small Business Division of the New York State Department 30 South Pearl Street -- 7th Floor of Labor, or providing such notification in Albany, New York 12245 such manner as is consistent with existing Telephone: 518-292-5220 collective bargaining contracts or agreements. The Contractor agrees to A directory of certified minority and document these efforts and to provide said women-owned business enterprises is documentation to the State upon request; available from: and
NYS Department of Economic (d) The Contractor acknowledges notice that Development the State may seek to obtain offset credits Division of Minority and Women's from foreign countries as a result of this Business Development contract and agrees to cooperate with the 30 South Pearl Street -- 2nd Floor State in these efforts. Albany, New York 12245 http://www.empire.state.ny.us 21. RECIPROCITY AND SANCTIONS PROVISIONS Bidders are hereby notified The Omnibus Procurement Act of 1992 that if their principal place of business is requires that by signing this bid proposal or located in a state that penalizes New York contract, as applicable, Contractors certify State vendors, and if the goods or services that whenever the total bid amount is greater they offer will be substantially produced or than $1 million: performed outside New York State, the Omnibus Procurement Act 1994 (a) The Contractor has made reasonable amendments (Chapter 684, Laws of 1994) efforts to encourage the participation of New require that they be denied contracts which York State Business Enterprises as suppliers they would otherwise obtain. NOTE: South and subcontractors, including certified Carolina, Alaska, Contractor Virginia, minority and women-owned business Montana, Wyoming, Louisiana and Hawaii. enterprises, on this project, and has retained Contact NYS Empire State Development for the documentation of these efforts to be a current list of states subject to this provided upon request to the State; provision.
27 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
APPENDIX B-2-DB
GENERAL SPECIFICATIONS (Negotiated On-Line Database Access Contracts)
(Applicable to Procurements of On-Line Database Access, other Related Electronic Products & Related Services)
PLEASE RETAIN THIS DOCUMENT FOR FUTURE REFERENCE
NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
TABLE OF CONTENTS
GENERAL TERMS & CONDITIONS - Cont’d
1. Applicability 45-50 (Reserved) 2. Governing Law 51-54. (Reserved) 3. Appendix A 55. Employees/Subcontractors/ Agents 4. Ethics Compliance 56. Assignment/Subcontractors 5. Conflict of Terms 57. (Reserved) 6. Definitions 58. Suspension of Work 59. Cancellation BID SUBMISSION 60. Savings/Force Majeure 61. Contract Billings 7-14 Reserved 62. Default - Authorized User 15. Confidential/Trade Secret Materials 63. Interest on Late Payments 16. (Reserved) 64. Remedies for Breach 17. Taxes 65. Assignment of Claim 18-22. (Reserved) 66. (Reserved) 23. Pricing 67. Independent Contractor 24. Drawings 68. Security/Confidentiality 25. (Reserved) 69. Cooperation With Third Parties 26. Procurement Card 70. Contract Term - Renewal 27. (Reserved) 71. Warranties & Guarantees 72. Limitations on Warranties BID EVALUATION 73. Software License 74. Year 2000 Warranty 28-32 (Reserved) 76. (Reserved) 33. Performance Qualifications 77. Proof of License 34. Disqualification for Past Performance 78. Migration to Centralized Contract 35- 37. (Reserved) 79. (Reserved) 80. Changes to Product or Service TERMS & CONDITIONS Offerings 81-82. (Reserved) 38. Contract Creation/Execution 83. Indemnification & Limitation of 39. Participation in Centralized Liability Contracts 40. Modification of Contract Terms 41. Scope Changes 42. Estimated Quantity Contracts 43. Best Pricing Offer 44. Purchase Orders
27 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
GENERAL final agreement of the parties, excluding incorporated appendices. 1. APPLICABILITY The terms and conditions · Appendix B-2-DB (This document) set forth in this Appendix B-2-DB are expressly · Incorporated Contract Appendices, if incorporated in and applicable to all On-Line any, following order of precedence stated Database Access and related service contracts let by in the negotiated Contract the Office of General Services Procurement Services Group, or by any other Issuing Entity 6. DEFINITIONS Terms used in this Contract where incorporated by reference. Captions are shall have the following meanings: intended as descriptive and are not intended to limit or otherwise restrict the terms and conditions set AGENCY OR AGENCIES The State of New forth herein. York, acting by or through one or more departments, boards, commissions, offices or 2 GOVERNING LAW This procurement, the institutions of the State of New York. resulting Contract and any purchase orders issued hereunder shall be governed by the laws of the State ATTORNEY GENERAL Attorney General of the of New York except where the Federal supremacy State of New York. clause requires otherwise, and actions or proceedings arising from the Contract shall be AUTHORIZED USER(S) Agencies, and other heard in a court of competent jurisdiction in the entities authorized by the laws of the State of New State of New York. York to participate in NYS centralized contracts (including, but not limited to, political subdivisions, 3. APPENDIX A Appendix A (Standard public authorities, public benefit corporations and Clauses for New York State Contracts) is expressly certain other entities set forth in law), or the State of incorporated and made a part of this Contract. New York acting on behalf of one or more such Agencies or other entities, provided that each such 4. ETHICS COMPLIANCE All Contractors Agency or other entity shall be held solely and their employees must comply with the responsible for liabilities or payments due as a requirements of NYS Public Officers Law, (§ 73 & result of its participation. 74) and other State codes, rules and regulations establishing ethical standards for the conduct of COMMISSIONER Commissioner of OGS, or in business with New York State. In signing the the case of a Contract or specifications issued by an Contract, Contractor certifies full and continuing Issuing Entity, the head of such Issuing Entity or compliance with those provisions for any present or their authorized representative. future dealings, transactions, sales, contracts, services, offers, relationships, etc., involving New COMPTROLLER Comptroller of the State of York State and/or its employees. Failure to comply New York with those provisions may result in Contract termination, and/or other civil or criminal CONTRACT The writing(s) which contain the proceedings as required by law. agreement of the Commissioner and the Contractor setting forth the total legal obligation between the 5. CONFLICT OF TERMS Conflicts between parties as determined by applicable rules of law. Contract documents shall be resolved in the following order of precedence: CONTRACT AWARD NOTIFICATION An · Appendix A (Standard Clauses for NYS announcement by the Office of General Services to Contracts) Authorized Users that a Contract has been · Negotiated Contract/Clarification established. Documents Writing(s) setting forth the
NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
CONTRACTOR - Any successful offerer(s) to LICENSOR A Contractor who grants rights in whom a Contract has been awarded by the proprietary Product to Authorized Users in Commissioner. accordance with the rights and obligations specified in the Contract. DOCUMENTATION The complete set of manuals (e.g., user or instruction manuals) in either OGS The New York State Office of General hard or electronic copy, which are necessary to Services enable an Authorized User to properly test, install, operate and enjoy full use of the Product. PRODUCT A deliverable under any Contract which may include commodities, services and/or ENTERPRISE The total business operations in technology. The term “Product” includes Licensed the United States of Authorized User (s) without Database.. regard to geographic location where such operations are performed or the entity actually performing such PROPRIETARY - Protected by secrecy, patent, operations on behalf of Authorized User. copyright or trademark against commercial competition. ENTERPRISE LICENSE A license grant made in accordance with the terms of this Contract of PURCHASE ORDER The Authorized User’s unlimited rights to deploy, access, use and execute fiscal form or format which is used when making a Product anywhere within the Enterprise up to the purchase (e.g., formal written Purchase Order, maximum capacity stated on the Purchase Order. Procurement Card, electronic Purchase Order, or other authorized instrument). ISSUING ENTITY The Office of General Services or the Authorized User who issues the SITE The location (street address) where Product Contract documents for a procurement. will be executed or services delivered.
LICENSED DATABASE Database licensed upon STATE State of New York the terms and conditions set forth in the Contract. “Licensed Database” includes deliverables due TERMS OF LICENSE The terms and conditions under a service Contract. set forth in the Contract which are in effect and applicable to a Purchase Order at the time of order LICENSEE One or more Authorized Users who placement. acquire Product from Contractor by issuing a Purchase Order in accordance with the terms and VIRUS Any computer code, whether or not written conditions of the Contract; provided that, for or conceived by Contractor, which disrupts, purposes of compliance with an individual license, disables, harms, or otherwise impedes in any the term “Licensee” shall be deemed to refer manner the operation of the Product, or any other separately to the individual Authorized User(s) associated software, firmware, hardware, or who took receipt of and who is executing the computer system (such as local area or wide-area Product, who shall be solely responsible for networks), including aesthetic disruptions or performance and liabilities incurred. In the case of distortions, but does not include security keys or acquisitions by State Agencies, the Licensee shall other such devices installed by Product be the State of New York. manufacturer. 7 - 14. (RESERVED) LICENSE EFFECTIVE DATE The date Product is delivered to an Authorized User. 15. CONFIDENTIAL / TRADE SECRET MATERIALS Confidential, trade secret or proprietary materials as defined by the laws of the
29 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
State of New York must be clearly marked and and other charges fully prepaid by the Contractor to identified as such upon submission. Contractors the destination(s) indicated on the Purchase Order, intending to seek an exemption from disclosure of subject to the cash discount. these materials under the Freedom of Information Law must request the exemption in writing, setting c. Price Escalation: The pricing under this forth the reasons for the claimed exemption, at the Agreement may be increased a maximum of one time of submission. Acceptance of the claimed time in any twelve month period on the anniversary materials does not constitute a determination on the date of the Agreement, for only those Products for exemption request, which determination will be which Contractor has increased both its commercial made in accordance with statutory procedures. and government list price. Pricing may be decreased at any time. 16. (RESERVED) The annual price will be subject to a maximum 17. TAXES increase of the lesser of five (5%) percent or the a. The NYS net price includes all taxes applicable percent increase in the latest copy of the National to the transaction. Consumer Price Index for All Urban Consumers (CPI-U), as published by the U.S. Department of b. Purchases made by the State of New York and Labor, Bureau of Labor Statistics, Washington, DC certain non-State Authorized Users are exempt from 20212. In no event may prices exceed the New York State and local sales taxes and, with Contractor's published U.S. Commercial List Price. certain exceptions, federal excise taxes. To satisfy The Contractor has the sole responsibility to submit the requirements of the New York State Sales tax to The Office of General Services a rate adjustment, exemption, either the Purchase Order issued by a providing a copy of the index and other supporting State Agency or the invoice forwarded to authorize documentation necessary to support the increase. In payment for such items will be sufficient evidence the event that this index ceases to be published, the that the sale by the Contractor was made to the referent index shall be as issued by the U.S. State, an exempt organization under Section 1116 Department of Labor in its place. (a) (1) of the Tax Law. Non-State Authorized Users must offer their own proof of exemption upon The provisions do not apply to price increases or request. No person, firm or corporation is, decreases that would naturally occur as a result of however, exempt from paying the State Truck annual changes in the FTE count, Simultaneous User Mileage and Unemployment Insurance or Federal count or other similar price formulas under the Social Security taxes, which remain the sole Agreement. responsibility of the Contractor. For treatment of third party vendor data, see Appendix D-2-DB, Section 40 c. c. Purchases by Authorized Users other than the State of New York may be subject to such taxes, 24. DRAWINGS and in those instances the tax should be computed a. (Reserved) based on the NYS net price and added to the invoice submitted to such entity for payment. b. Drawings Submitted During the Contract Term Where required to develop, maintain and 18.- 22. (RESERVED) deliver diagrams or other technical schematics regarding the scope of work, Contractor shall do so 23. PRICING on an ongoing basis at no additional charge and a. (Reserved) must update drawings and plans during the Contract term to reflect additions, alterations, and deletions b. Net Pricing Unless otherwise specified in the as a condition of payment. Such drawings and Contract, prices shall be net, including delivery,
30 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
diagrams shall be delivered to the Authorized meet the requirements set forth in the Contract or User’s representative. Purchase Order. Contractor shall at all times during the Contract term remain responsible and c. Accuracy of Drawings Submitted All responsive. A Contractor must be prepared, if drawings shall be neat and professional in manner requested by the Commissioner, to present evidence and shall be clearly labeled as to locations and type of experience, ability and financial standing, as well of product, connections and components. Drawings as a statement as to capacity of the Contractor for and diagrams are to be in compliance with accepted the production, distribution and servicing of the drafting standards. Acceptance or approval of such Products offered. If the Commissioner determines plans shall not relieve the Contractor from that the conditions and terms of the Contract are not responsibility for design or other errors of any sort complied with, or that items or Product proposed to in the drawings or plans, or from its responsibility be furnished do not meet the specified requirements, for performing as required, furnishing product, or that the qualifications, financial standing or services or installation, or carrying out any other facilities are not satisfactory, or that performance is requirements of the intended scope of work. untimely, the Commissioner may terminate the Contract. Nothing in the foregoing shall mean or 25. (RESERVED) imply that it is obligatory upon the Commissioner to make an investigation either before or after award 26. PROCUREMENT CARD NYS and of a Contract, but should such investigation be American Express (AMEX) have entered into an made, it in no way relieves the Contractor from agreement for AMEX to provide the State with fulfilling all requirements and conditions of the purchasing card services. The AMEX Corporate Contract. Purchasing Card enables Authorized Users to make authorized purchases directly from a Contractor 34. DISQUALIFICATION FOR PAST without processing the Purchase Orders or Purchase PERFORMANCE Contractor may be disqualified Authorizations currently required. Purchasing from receiving awards if Contractor, or anyone in Cards are issued to selected employees authorized Contractor’s employment, has previously failed to to purchase for the agency and having direct contact perform satisfactorily in connection with public with Contractors. Cardholders can make purchases bidding or contracts. directly from any Contractor that accepts the AMEX Corporate Purchasing Card. 35. - 37. (RESERVED)
The Contractor shall not process a transaction for 38. CONTRACT CREATION / EXECUTION payment through the credit card clearinghouse until Except for contracts governed by Article 11-B of the purchased supplies have been shipped or the State Finance Law, upon receipt of all required services performed. Unless the cardholder requests approvals a Contract shall be deemed executed and correction or replacement of a defective or faulty created upon the Commissioner’s mailing or Product in accordance with other Contract electronic communication to the address set forth in requirements, the Contractor shall immediately the Contract of: i) a Letter of Acceptance; ii) a fully credit a cardholder’s account for items returned as executed Contract; or iii) a Purchase Order defective or faulty. authorized by the Commissioner.
27. - 32. (RESERVED) 39. PARTICIPATION IN CENTRALIZED CONTRACT The following shall not limit or 33. PERFORMANCE QUALIFICATIONS The inhibit the OGS Commissioner’s authority under Commissioner reserves the right to investigate or State Finance Law, Section 163 (10) (e) inspect at any time whether or not the Product, (Piggybacking): qualifications or facilities offered by the Contractor
31 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
a. Agencies All State Agencies may utilize and purchase under any State centralized Contract let by 40. Modification of Agreement the Office of General Services Procurement Services Group, unless the Contract limits a. This Agreement shall not be modified or purchases to specific State Agencies. changed except by written instrument signed by the parties hereto, which modifications shall be in b. Non-State Agency Authorized Users accordance with the terms of this Agreement. Such Authorized Users other than State Agencies are modification shall become and be part of this permitted to make purchases through State Agreement from the date of execution of the centralized contracts where permitted by law, the modification. Contract or the OGS Commissioner. b. Contractor may make minor changes, c. Voluntary Extension Purchase Orders issued modifications or deletions to the services offered by against a State centralized Contract by any Contractor as is customary in the normal course of Authorized User not provided for by law shall be business provided that: (1) should any services honored by the Contractor at its discretion and only which were included as “Included Databases” or in with the approval of the OGS Commissioner and a lower price category as of the effective date of this any other approvals required by law. Contractors Agreement be changed from one price category to a are encouraged to voluntarily extend service higher price category, or offered for a separate, contracts to those additional entities authorized to additional charge (i.e., changes from a lower to a utilize commodity contracts under Section 163 (3) higher database category); Contractor must provide (a) (iv) of the State Finance Law, which would notice of any such changes, modifications or comprise all entities authorized under prior laws. deletions to the currently configured services to the Office of General Services, Procurement Services d. Responsibility for Performance Participation Group, and (2) changes to Excluded Charges, as in New York State centralized contracts by defined in Service Agreement, must be approved Authorized Users is permitted upon the following by the New York State Comptroller. Should the conditions: a) the responsibility with regard to Comptroller disapprove such changes, the State’s performance of any contractual obligation, sole course of action will be to request that covenant, condition or term thereunder by any passwords of Authorized Users be blocked from Authorized User other than State Agencies shall be accessing excluded content. borne and is expressly assumed by such Authorized User and not by the State; b) a breach of the c. Third party vendor contract price increases Contract by any particular Authorized User shall pursuant to this paragraph may be passed through to neither constitute nor be deemed a breach of the the Authorized User provided that Contractor has Contract as a whole which shall remain in full force documented the charges. Such documentation shall and effect, and shall not affect the validity of the be deemed shown upon Authorized User receipt of Contract nor the obligations of the Contractor the following: thereunder respecting non-breaching Authorized Users, whether State or otherwise; c) for a breach i. Notice of said increase shall be by an Authorized User other than a State Agency, furnished to the State at the the State specifically and expressly disclaims any address first stated above at least and all liability for such breach; and d) each non- thirty days, when practicable, state agency Authorized User and Contractor prior to such change going into guarantee to save the State, its officers, agents and effect (the effective date of such employees harmless from any liability that may be price change as to Authorized or is imposed by their failure to perform in User shall be the effective date as accordance with its obligations under the Contract.
32 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
imposed by the subject owner of expressly agreed and understood to be made for the Data); and only the quantities, if any, actually ordered during ii. Contractor shall furnish a the Contract term. No guarantee of any quantity(s) certified written statement is implied or given. Contracts for services and verifying: l) the date on which technology are completely voluntary as to use, and such price increase from third therefore no quantities are guaranteed. party shall be deemed effective as against Contractor; and 2) the With respect to any specific quantity stated in the current and new prices which the contract, the Commissioner reserves the right after third party vendor is charging to award to order up to 20% more or less (rounded to Contractor for vendor’s services. the next highest whole number) than the specific quantities called for in the contract. d. Contractor may make certain third party vendor Notwithstanding the foregoing, the Commissioner databases, features and services Excluded Charges may purchase greater or lesser percentages of if Contractor is contractually bound or otherwise contract quantities should the Commissioner and required to do so by a third party contributor of Contractor so agree. Such agreement may include Data to Contractor. an equitable price adjustment. e. Nothing contained in this section 40 shall be 43. BEST PRICING OFFER construed to allow Contractor to diminish rights Price Decreases shall take effect automatically under this Agreement, or to restructure or re-bundle during the Contract term and apply to Purchase existing services covered by this agreement without Orders submitted on or after: the written consent of the State. a. GSA Changes: Where NYS Net Prices are f. However, the parties anticipate that the means based on an approved GSA Schedule, the date the of access to the services described in this agreement approved GSA Schedule pricing decreases during may evolve during the term of this agreement in the Contract term; or response to new or emerging technological changes, including accessing Contractor databases via the b. Commercial Price List Reductions: Where Internet. In such event, the parties may amend this NYS Net Prices are based on a discount from agreement as required to allow for such access, Contractor’s list prices, the date Contractor lowers which amendment shall be based upon mutual its pricing to its customers generally or to similarly consent of the parties. situated government customers during the Contract term; or 41. SCOPE CHANGES The Commissioner reserves the right, unilaterally, to require by written c. Special Offers/Promotions Generally: order, changes altering, adding to or deducting from Where Contractor generally offers more the Contract specifications, such changes to be advantageous special price promotions or special within the general scope of the Contract. The discount pricing to other customers during the Commissioner may make an equitable adjustment in Contract term for a similar quantity, and the the contract price or delivery date if the change maximum price or discount associated with such affects the cost or time of performance. Such offer or promotion is better than the discount or net equitable adjustments require the consent of the price otherwise available under this Contract, such Contractor, which consent shall not be unreasonably better price or discount shall apply for similar withheld. quantity transactions for the life of such general offer or promotion. 42. ESTIMATED / SPECIFIC QUANTITY d. Special Offers/Promotions to Authorized CONTRACTS Estimated quantity contracts are Users: Contractor may offer Authorized Users
33 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
under the Contract competitive pricing which is price, and must separately itemize quantities for lower than the NYS Net Price set forth herein at any products and services. The State reserves the right time during the Contract term and such lower to require any other information from the pricing shall not be applied as a global price Contractor, which the State deems necessary in reduction under the Contract pursuant to the order to verify any Purchase Order placed under the foregoing paragraph (c). Contract.
44. PURCHASE ORDERS Unless otherwise 49- 50. (RESERVED) authorized in writing by the Commissioner, no Products are to be delivered or furnished by 52- 54. (RESERVED) Contractor until transmittal of an official Purchase Order from the Authorized User. Unless terminated 55. EMPLOYEES / SUBCONTRACTORS / or canceled pursuant to the authority vested in the AGENTS All employees, subcontractors or agents Commissioner, Purchase Orders shall be effective performing work under the Contract must be trained and binding upon the Contractor when placed in the technicians who meet or exceed the technical and mail or electronically transmitted prior to the training qualifications set forth in the Contract, and termination of the Contract period, addressed to the must comply with all security and administrative Contractor at the address for receipt of orders set requirements of the Authorized User. The forth in the Contract or the Contract Award Commissioner reserves the right to conduct a security Notification. background check or otherwise approve any employee or agent furnished by Contractor and to All Purchase Orders issued pursuant to contracts let refuse access to or require replacement of any by the Commissioner must bear the appropriate personnel for cause, including but not limited to, contract number and, if necessary, required State technical or training qualifications, quality of work or approvals. Unless otherwise specified, all Purchase change in security status or non-compliance with Orders against centralized contracts will be placed Authorized User’s security or other requirements. by Authorized Users directly with the Contractor Such approval shall not relieve the Contractor of the and shall be deemed to incorporate the terms and obligation to perform all work in compliance with the conditions set forth in this Contract by reference. Contract terms. The Commissioner reserves the right Should an Authorized User add pre-printed terms to reject and/or bar from the facility for cause any and conditions to the purchase order that conflict employee, subcontractor, or agents of the Contractor. with the terms and conditions of this contract, the Contractor has the option of rejecting the order 56. ASSIGNMENT / SUBCONTRACTORS after first attempting to negotiate the additional pre- Contractor shall not assign, transfer, convey, sublet, printed terms and conditions in good faith with the or otherwise dispose of the Contract or its right, title Authorized User, or of filling the order. Any or interest therein, or its power to execute such discrepancy between the terms stated on the Contract to any other person, company, firm or Contractor’s order form, confirmation or corporation in performance of the Contract, other acknowledgment, and the Contract terms shall be than the assignment of the right to receive money resolved in favor of the terms most favorable to the due, without the prior written consent of the Issuing Authorized User. Entity. Prior to an assignment of the right to receive moneys becoming effective, Contractor The Purchase Order shall indicate the address for shall file written notice of such assignment delivery of the Product. Authorized User shall simultaneously with the NYS Comptroller, the confirm pricing, supported hardware platforms and Commissioner, and participating Authorized model availability with Contractor prior to User(s). placement of orders. Contractor’s order form shall, The Commissioner reserves the right to reject any at a minimum, contain the NYS Product Name, proposed subcontractor, assignee or supplier for
34 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
bona fide business reasons, which may include, but or other early termination charges due. Such are not limited to: that the proposed transferee is on cancellation shall not affect the validity of Purchase the Department of Labor’s list of companies with Orders placed prior to cancellation. Such which New York State cannot do business; the cancellation of the Contract shall not affect any Commissioner determines that the company is not project or Purchase Order which has been issued qualified; unsatisfactory Contract performance or under the Contract prior to the date of such service has been previously provided; or attempts termination. were not made to solicit minority and women’s business enterprises (M/WBE) bidders for the 60. SAVINGS / FORCE MAJEURE The subcontract. Contractor’s request to assign shall not Contractor shall not be responsible for delay be unreasonably withheld. resulting from its failure to perform if neither the fault nor negligence of the Contractor, its officers, 58. SUSPENSION OF WORK The employees or agents contributed to such delay and Commissioner, in his/her sole discretion, reserves the delay is due directly to acts of God, wars, acts of the right to suspend any or all activities under this public enemies, strikes, fires or floods, or other Contract, at any time, in the best interests of the similar cause beyond the control of the Contractor, State or Issuing Entity. In the event of such or for any of the foregoing which affect suspension, the Contractor will be given a formal subcontractors or suppliers and no alternate source written notice outlining the particulars of such of supply is available to the Contractor. In such suspension. Examples of the reason for such event, Contractor shall notify the Commissioner, by suspension include, but are not limited to, a budget certified or registered mail, of the delay or potential freeze on State spending, declaration of emergency, delay and the cause(s) thereof either (a) within ten or other such circumstances. Upon issuance of such (10) calendar days after the cause which creates or notice, the Contractor is not to accept any Purchase will create the delay first arose if the Contractor Orders, and shall comply with the Suspension could reasonably foresee that a delay could occur by Order. Activity may resume at such time as the reason thereof, or (b) if delay is not reasonably Commissioner issues a formal written notice foreseeable, within five (5) calendar days after the authorizing a resumption of work. date the Contractor first had reason to believe a delay could result. The foregoing shall constitute 59. CANCELLATION the Contractor’s sole remedy or excuse with respect a. For Cause: For a material breach that remains to such delay. In the event performance is uncured for more than thirty (30) days after written suspended or delayed, in whole or in part, by reason notice to the Contractor, the Contract or Purchase of any of the aforesaid causes or occurrences and Order may be cancelled by the Commissioner or proper notification is given the Commissioner, any Authorized User at the Contractor’s expense where performance so suspended or delayed shall be Contractor becomes unable or incapable of performed by the Contractor at no increased cost, performing the service, or meeting any requirements promptly after such disabilities have ceased to exist or qualifications set forth in the Contract, or for non- unless it is determined in the sole discretion of the performance, or upon a determination that Commissioner that the delay will significantly Contractor is non-responsible. In such event, the impair the value of the Contract to the State or to Commissioner or Authorized User may complete the Authorized Users, whereupon the Commissioner work in any manner as it may deem advisable and may: pursue available legal or equitable remedies for breach. a. Accept allocated performance from the Contractor. The Contractor, however, hereby b. For Convenience: This Contract may be agrees to grant preferential treatment to State cancelled at any time by the State for convenience Agencies with respect to Product subjected to upon thirty (30) days written notice without penalty allocation; and/or
35 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
b. Purchase from other sources (without recourse 62. DEFAULT - AUTHORIZED USER An to and by the Contractor for the costs and expenses Authorized User’s breach shall be individual and thereof) to replace all or part of the Products which shall not be deemed a breach of the centralized are the subject of the delay, which purchases may Contract. In the event a participating Authorized be deducted from the Contract quantity; or User fails to make payment to the Contractor for Products delivered, accepted and properly invoiced, c. Terminate the Contract or the portion thereof within 60 days of such delivery and acceptance, the which is subject to delivery delays, and thereby Contractor may, upon 10 days advance written discharge any unexecuted portion of the Contract or notice to both the Commissioner and the Authorized the relative part thereof. User’s purchasing official, suspend access to Database or provision of services to such entity In addition, the Commissioner reserves the right, until such time as reasonable arrangements have with Contractor’s consent, which consent shall not been made and assurances given by such entity for unreasonably be withheld, to make an equitable current and future Contract payments. adjustment in the Contract terms and/or pricing should extreme and unforeseen volatility in the Notwithstanding the foregoing, the Contractor shall, marketplace affect pricing or the availability of at least 10 days prior to declaring a breach of supply. "Extreme and unforeseen volatility in the Contract by any Authorized User, by certified or marketplace" is defined as market circumstances registered mail, notify both the Commissioner and which meet the following criteria: (1) the volatility the purchasing official of the breaching Authorized is due to causes outside the control of Contractor; User of the specific facts, circumstances and (2) the volatility affects the marketplace or industry, grounds upon which a breach will be declared. It is not just the particular contract source of supply; (3) understood, however, that if the Contractor’s basis the effect on pricing or availability of supply is for declaring a breach is insufficient, the substantial; and (4) the volatility so affects Contractor’s declaration of breach and failure to Contractor's performance that continued service an Authorized User shall constitute a breach performance of the Contract would result in a of its Contract and the State or Authorized User substantial loss. may thereafter utilize any remedy available at law or equity. 61. CONTRACT BILLINGS Contractor shall provide complete and accurate billing invoices to 63. INTEREST ON LATE PAYMENTS each Authorized User in order to receive payment. a. State Agencies The payment of interest on Billings for Agencies must contain all information certain payments due and owed by a State agency required by the Comptroller. The Comptroller shall may be made in accordance with Article 11-A of render payment for Agency purchases, and such State Finance Law and Title 2 of the New York payment shall be made in accordance with ordinary Code of Rules and Regulations, Part 18 State procedures and practices. Payment of (Implementation of Prompt Payment Legislation). Contract purchases made by Authorized Users other than Agencies shall be billed directly by Contractor b. By Non-State Agencies The terms of Article on invoices/vouchers, together with complete and 11-A apply only to procurements by and the accurate supporting documentation as required by consequent payment obligations of State Agencies. the Authorized User. Neither expressly nor by any implication is the statute applicable to non-State Authorized Users. Submission of an invoice and payment thereof shall Neither is the Office of General Services nor the not preclude the Commissioner from reimbursement Office of the State Comptroller responsible for or demanding a price adjustment in any case where payments on any purchases made by a Non-State the Product delivered is found to deviate from the Agency Authorized User. terms and conditions of the Contract.
36 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
c. By Contractor Should the Contractor be by the Authorized Users from payments due, liable for any payments to the State hereunder, or to become due, the Contractor on the interest, late payment charges and collection fee same or another transaction. If no deduction charges will be determined and assessed pursuant to or only a partial deduction is made in such Section 18 of the State Finance Law. fashion the Contractor shall pay to the Authorized Users the amount of such claim 64. REMEDIES FOR BREACH: or portion of the claim still outstanding, on demand. a. In the event the Authorized User shall fail to keep, observe or perform any covenant or agreement 65. ASSIGNMENT OF CLAIM Contractor of the Service Agreement hereunder and such failure hereby assigns to the State any and all its claims for continues unremedied for 30 days after written notice overcharges associated with this Contract which from the Contractor, the Contractor, at its election, may arise under the antitrust laws of the United may discontinue service to the Authorized User, States, 15 U.S.C. Section 1, et seq. and the antitrust and/or exercise all rights and remedies which may be laws of the State of New York, G.B.L. Section 340, available at law or in equity. Failure of the et seq. Contractor to enforce any provision or to require that any default hereunder be cured shall not constitute a 66. (RESERVED) waiver of rights nor shall it be deemed an implied amendment or modification of this Agreement, 67. INDEPENDENT CONTRACTOR It is unless agreed to in writing and signed by the understood and agreed that the legal status of the Contractor. Contractor, its agents, distributors, resellers, officers and employees under this Contract is that of an b. In the event the Contractor shall fail to keep, independent Contractor, and in no manner shall they observe or perform any covenant or agreement of the be deemed employees of the State or Authorized Contractor’s hereunder and such failure continues User, and therefore are not entitled to any of the unremedied to the satisfaction of The State of New benefits associated with such employment. The York for 30 days after written notice, The State of Contractor agrees, during the term of this Contract, to New York at its election may terminate this maintain at Contractor’s expense those benefits to Agreement, and/or exercise all rights and remedies which its employees would otherwise be entitled by which may be available at law or in equity. law, including health benefits, and all necessary insurance for its employees, including worker’s c. It is understood and agreed that all rights and compensation, disability and unemployment remedies afforded below shall be in addition to all insurance, and to provide the Authorized User with remedies or actions otherwise authorized or certification of such insurance upon request. The permitted by law: Contractor remains responsible for all applicable federal, state and local taxes, and all FICA i. Withhold Payment: In any case where a contributions. question of non-performance by the Contractor arises, payment may be withheld 68. SECURITY / CONFIDENTIALITY in whole or in part at the discretion of the Contractor warrants, covenants and represents that Authorized User. Should the amount it will comply fully with all security procedures of withheld be finally paid, a cash discount the State and any Authorized User(s) in originally offered may be taken as if no performance of the Contract. delay in payment had occurred. Contractor further warrants, covenants and ii.Deduction / Credit: Sums due as a result represents that any confidential information of these remedies may be deducted or offset obtained by Contractor, its agents, subcontractors,
37 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
officers, distributors, resellers or employees in the Licensed Materials by Authorized Users in course of performing its obligations, including accordance with the terms of this Agreement shall without limitation, security procedures, business not infringe the copyright of any third party. operations information, or commercial proprietary information in the possession of the State or any b. The Contractor shall use reasonable efforts to Authorized User hereunder or received from provide continuous availability of the Licensed another third party, will not be divulged to any third Materials online subject to periodic unavailability parties. Contractor shall not be required to keep due to maintenance of the server(s), the installation confidential any such confidential material which is or testing of software, the loading of additional publicly available through no fault of Contractor, Licensed Materials as they become available, and independently developed by Contractor without downtime related to equipment or services outside reliance on confidential information of the State or the control of the Contractor including public or Authorized User, or otherwise obtained under the private telecommunications services or internet Freedom of Information Act or other applicable nodes or facilities. If the Licensed Materials fails to New York State Laws and Regulations. This operate in conformance with the terms of this warranty shall survive termination of this Contract. Agreement, Authorized User shall immediately Contractor further agrees to take appropriate steps notify Licensor, and Licensor shall promptly repair as to its personnel, agents, officers and any the nonconformity. In the event that Licensor fails subcontractors regarding the obligations arising to repair the nonconformity in a reasonable time, under this clause to insure such confidentiality. Licensor shall reimburse Authorized User in an amount that the nonconformity is proportional to 69. COOPERATION WITH THIRD PARTIES the total Fees owed by Authorized User under this The Contractor shall be responsible for fully Agreement. cooperating with any third party, including but not limited to subcontractors of the Authorized User, c. Licensor warrants the physical medium on relating to delivery of product or coordination of which the Licensed Materials is provided to services. Authorized User will be free from defects for a period of ninety (90) days from delivery. 70. CONTRACT TERM - RENEWAL In addition to any stated renewal periods in the 72. LIMITATIONS ON WARRANTIES: Contract, any Contract or unit portion thereof let by the Commissioner may be extended by the Notwithstanding anything else in this Agreement, Commissioner for an additional period(s) of up to one year (cumulatively) with the written a. No party shall be liable for any indirect, special, concurrence of the Contractor. incidental, punitive or consequential damages, including but not limited to loss of data, business 71. WARRANTIES Where Contractor or Product interruption, or loss of profits, arising out of the use manufacturer/developer generally offers additional of or the inability to use the Licensed Materials. or more advantageous warranties than set forth below, Contractor shall offer or pass through any b. The Contractor makes no representation or such warranties to Authorized Users. Contractor warranty, and expressly disclaims any liability with hereby warrants and represents that: respect to the content of any Licensed Materials, including but not limited to errors or omissions a. The Contractor warrants that it has the right to contained therein, libel, infringement of rights of license the rights granted under this Agreement to publicity, privacy, trademark rights, moral rights, or use Licensed Materials, that it has obtained any and the disclosure of confidential information. all necessary permissions from third parties to license the Licensed Materials, and that use of the c. Except for the express warranties stated herein,
38 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
the Licensed Materials are provided on an "as is" a) one (1) hard copy and one (1) electronic copy of basis, and the Contractor disclaims any and all other the Documentation in diskette or CD-ROM format; warranties, conditions, or representations (express, or b) hard copies of the Product Documentation by implied, oral or written), relating to the Licensed type of license in the following amounts, unless Materials or any part thereof, including, without otherwise mutually agreed: limitation, any and all implied warranties of quality, · Authorized User License - 1 copy per performance, merchantability or fitness for a License particular purpose. · Concurrent Users - 10 copies per site · Processing Capacity - 10 copies per site e. (Reserved) Software media must be in a format specified by the Authorized User, without requiring any type of f. Virus Warranty Licensed Software contains conversion (e.g., if unit has a 3½” disk drive, no known viruses. Contractor is not responsible for software must be provided on 3½” diskettes). viruses introduced at Licensee’s site. Contractor hereby grants to Licensee a non- 73. SOFTWARE LICENSE GRANT Where exclusive, non-transferable, limited license right to Product is acquired on a licensed basis the make, reproduce (including downloading electronic following shall constitute the license grant: copies of the Product) and distribute, either electronically or otherwise, copies of Product a. License Scope Licensee is granted a non- Documentation as necessary to enjoy full use of the exclusive, non-transferable, limited license to use, Product in accordance with the terms of license. execute, reproduce, display, perform, or merge the Product within its business enterprise in the United d. Product Technical Support & Maintenance States up to the maximum licensed capacity stated Licensee shall have the option of electing the on the Purchase Order. Product may be accessed, Product technical support and maintenance used, executed, reproduced, displayed or performed (“maintenance”) set forth in the Contract by giving up to the capacity measured by the applicable written notice to Contractor any time during the licensing unit stated on the Purchase Order (i.e., Centralized Contract term. Maintenance term(s) payroll size, number of employees, CPU, MIPS, and any renewal(s) thereof are independent of the MSU, concurrent user, workstation). Licensee shall expiration of the centralized Contract term and will have the right to use and distribute the Product to not automatically renew. and for use by any Authorized Users otherwise licensed to use the Product, provided that any such Maintenance shall include, at a minimum, (1) the distribution, however extensive, shall not diminish provision of error corrections, updates, revisions, Licensor’s proprietary title or interest. No license, fixes, upgrade and new releases to Licensee, and (2) right or interest in any trademark, trade name, or Help Desk assistance with locally accessible “800” service mark is granted hereunder. or toll free, local telephone service, or alternatively on-line Help Desk accessibility. Contractor shall b. License Term The license term shall maintain the Products so as to provide Licensee commence upon the License Effective Date, with the ability to utilize the Products in accordance provided, however, that where an acceptance or trial with the Product documentation without significant period applies to the Product, the License Term functional downtime to its ongoing business shall be extended by the time period for testing, operations during the maintenance term. acceptance or trial. Authorized User shall not be required to purchase c. Licensed Documentation If commercially maintenance for use of Product, and may available, Licensee shall have the option to require discontinue maintenance at the end of any current the Contractor to deliver, at Contractor’s expense: maintenance term upon notice to Contractor. In the
39 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
event that Authorized User does not initially acquire right to use the Product to maintain Licensee’s or discontinues maintenance of licensed Product, it business operations, including data processing, for may, at any time thereafter, reinstate maintenance the time period that they are engaged in such for Product without any additional penalties or other activities, provided that: 1) Licensee gives notice to charges, by paying Contractor the amount which Contractor of such party, site of intended use of the would have been due under the Contract for the Product, and means of access; and 2) such party has period of time that such maintenance had lapsed, at executed, or agrees to execute, the Product then-current NYS net maintenance rates. manufacturer’s standard nondisclosure or restricted use agreement which executed agreement shall be e. Permitted License Transfers As Licensee’s accepted by the Contractor (“Non-Disclosure business operations may be altered, expanded or Agreement”); and 3) if such party is engaged in the diminished, licenses granted hereunder may be business of facility management, outsourcing, transferred or combined for use at an alternative or service bureau or other services, such third party consolidated site not originally specified in the will maintain a logical or physical partition within license, including transfers between Agencies its computer system so as to restrict use and access (“permitted license transfers”). Licensee(s) do not to the program to that portion solely dedicated to have to obtain the approval of Contractor for beneficial use for Licensee. In no event shall permitted license transfers, but must give thirty (30) Licensee assume any liability for third party’s days prior written notice to Contractor of such compliance with the terms of the Non-Disclosure move(s) and certify in writing that the Product is Agreement, nor shall the Non-Disclosure not in use at the prior site. There shall be no Agreement create or impose any liabilities on the additional license or other transfer fees due State or Licensee. Contractor, provided that: i) the maximum capacity of the consolidated machine is equal to the Any third party with whom a Licensee has a combined individual license capacity of all licenses relationship for a state function or business running at the consolidated or transferred site (e.g., operation, shall have the temporary right to use named users, seats, or MIPS) ; or ii) if the Product (e.g., JAVA Applets), provided that such maximum capacity of the consolidated machine is use shall be limited to the time period during which greater than the individual license capacity being the third party is using the Product for the function transferred, a logical or physical partition or other or business activity. means of restricting access will be maintained within the computer system so as to restrict use and g. Archival Back-Up and Disaster Recovery access to the Product to that unit of licensed Licensee may use and copy the Product and related capacity solely dedicated to beneficial use for Documentation in connection with: 1) reproducing Licensee. In the event that the maximum capacity a reasonable number of copies of the Product for of the consolidated machine is greater than the archival backup and disaster recovery procedures in combined individual license capacity of all licenses the event of destruction or corruption of the Product running at the consolidated or transferred site, and a or disasters or emergencies which require Licensee logical or physical partition or other means of to restore backup(s) or to initiate disaster recovery restricting use is not available, the fees due procedures for its platform or operating systems; 2) Contractor shall not exceed the fees otherwise reproducing a reasonable number of copies of the payable for a single license for the upgrade Product and related documentation for cold site capacity. storage. “Cold Site” storage shall be defined as a restorable back-up copy of the Product not to be f. Restricted Use By Outsourcers / Facilities installed until and after the declaration by the Management, Service Bureaus / or Other Third Licensee of a disaster; 3) reproducing a back-up Parties Outsourcers, facilities management or copy of the Product to run for a reasonable period of service bureaus retained by Licensee shall have the time in conjunction with a documented
40 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
consolidation or transfer otherwise allowed under processing, or iv) contract administration services this section #73. “Disaster Recovery” shall be (e.g. billing, invoicing, claim processing), in addition defined as the installation and storage of Product in to the foregoing Year 2000 warranty on service ready-to-execute, back-up computer systems prior deliverables, Contractor warrants that services shall to disaster or breakdown which is not used for be provided in an accurate and timely manner without active production or development. interruption, failure or error due to the inaccuracy of Contractor’s business operations in processing h. Confidentiality Restrictions The Product is a date/time data (including, but not limited to, trade secret, copyrighted and proprietary product. calculating, comparing, and sequencing) from, into, Licensee and its employees will keep the Product and between the twentieth and twenty-first centuries, strictly confidential, and Licensee will not disclose and the years 1999 and 2000, including leap year or otherwise distribute or reproduce any Product to calculations. Contractor shall be responsible for anyone other than as authorized under the terms of damages resulting from any delays, errors or untimely Contract. Licensee will not remove or destroy any performance resulting therefrom, including but not proprietary markings of Contractor. limited to the failure or untimely performance of such services. i. Restricted Use by Licensee Except as expressly authorized by the terms of license, Transfers or Assignments of Existing or Custom Licensee shall not: Products by an Authorized User: An Authorized i. Copy the Product; User may transfer or assign existing or custom ii. Cause or permit reverse compilation or products and the licenses thereunder to another reverse assembly of all or any portion of the Authorized User pursuant to a governmental Product; reorganization or assignment of functions under iii. Export the Licensed Software in violation of which the pertinent functions of such Authorized any U.S. Department of Commerce export User are transferred to a successor. Nothing herein administration regulations. shall preclude the Contractor from otherwise using 74. YEAR 2000 WARRANTY The following the related or underlying general knowledge, skills, Year 2000 warranty applies to procurements of: ideas, concepts, techniques and experience A) Product including: i) database, ii) software, or iii) developed under a project or work plan in the course other technology; or B) Services including: i) of Contractor’s business. consulting, integration, code or data conversion ii) maintenance or support services, iii) data entry or 75. - 76. (Reserved) processing, or iv) Contract administration services (e.g. billing, invoicing, claim processing). 77. (Reserved)
This Year 2000 Warranty shall survive beyond 78. MIGRATION TO CENTRALIZED termination or expiration of the Contract through: a) CONTRACT Authorized User may obtain one year, b) December 31, 2000, or c) the Contractor additional Product authorized under this Contract, or Third Party Manufacturer’s stated Year 2000 (e.g., licensed capacity upgrades, consulting or warranty term, whichever is longer. Nothing in this training) whether or not Product was initially warranty statement shall be construed to limit any obtained independently of this Contract. The rights or remedies otherwise available under this Authorized User’s election to obtain additional Contract for breach of warranty. Product shall not operate to diminish, alter or extinguish rights previously granted. Where Contractor is providing ongoing services, including but not limited to: i) database access, 79. (Reserved) consulting, integration, code or data conversion ii) maintenance or support services, iii) data entry or
41 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
80. CHANGES TO PRODUCT OR SERVICE offering, Contractor shall be required to: (1) notify OFFERINGS the State and each Authorized User in writing or a. Product or Service Discontinuance Where online via the “SUBSCRIBER” or “NEW” Contractor is the Product Manufacturer/Developer, databases on Westlaw, or via a similar online and Contractor publicly announces to all U.S. mechanism, of the intended change; (2) continue to customers (“date of notice”) that a service is being provide Product or withdrawn support upon the withdrawn from the U.S. market or that technical same terms and conditions as previously offered on support provided by Contractor (“withdrawn the then-current NYS Contract for the greater of: a) support”) is no longer going to be offered, the best terms offered by Contractor to any other Contractor shall be required to: (1) notify the State customer, or b) not less than twelve (12) months in writing or online of the intended discontinuance; from the date of notice; and (3) shall submit the and (2) continue to offer Product or withdrawn proposed rebundling change to the Commissioner support upon the Contract terms previously offered for approval prior to its becoming effective for the for the greater of: a) the best terms offered by remainder of the Contract term. *The provisions of Contractor to any other customer, or b) not less than this section do not apply if the Contractor is not the twelve (12) months from the date of notice; and (3) Product manufacturer. at Authorized User’s option, provided that the Authorized User is under contract for maintenance 83. INDEMNIFICATION & LIMITATION on the date of notice, Contractor will use best OF LIABILITY Neither party shall be liable for efforts to provide the Authorized User with either a any delay or failure in performance beyond its Product replacement or migration path with at least control resulting from acts of God or force majeure. equivalent functionality at no additional charge The parties shall use reasonable efforts to eliminate or minimize the effect of such events upon In the event that the Contractor is not the Product performance of their respective duties under a Manufacturer, Contractor shall be required to: (1) Project Award. provide the notice required under (1), above, to the entities described within five (5) business days of Contractor shall be fully liable for the actions of its Contractor receiving notice from the Product agents, employees, partners or subcontractors and Manufacturer, and (2) include in such notice the shall fully indemnify and save harmless the State period of time from the date of notice that the and Authorized Users from suits, actions, damages Product Manufacturer will continue to provide and costs of every name and description relating to Product or withdrawn support. personal injury and damage to real or personal tangible property caused by an intentional act or The provisions of this paragraph (a) shall not apply negligence of Contractor, its agents, employees, or eliminate Contractor’s obligations where partners or subcontractors, without limitation; withdrawn support is being provided by an provided, however, that the Contractor shall not independent subcontractor. In the event that such indemnify for that portion of any claim, loss or subcontractor ceases to provide service, Contractor damage arising hereunder due to the negligent act shall be responsible for subcontracting such service, or failure to act of the State or Authorized Users. subject to state approval, to an alternate subcontractor. Contractor will indemnify, defend and hold the State and its Authorized Users harmless, without b. Product or Service Re-Bundling* In the event limitation, from and against any and all damages, that Contractor is the Product manufacturer and expenses (including reasonable attorneys' fees), publicly announces to all U.S. customers (“date of claims, judgments, liabilities and costs which may notice”) that a Product or Service offering is being be finally assessed against the State in any action re-bundled in a different manner from the structure for infringement of a United States Letter Patent or licensing model of the prior U.S. commercial with respect to the Products furnished, or of any
42 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
copyright, trademark, trade secret or intellectual the actions of its agents, employees, partners or property right, provided that the State shall give the subcontractors and such liability for direct damages Contractor: (i) prompt written notice of any action, under any Project Award shall not exceed two (2) claim or threat of infringement suit, or other suit, times the charges rendered by the Contractor. (ii) the opportunity to take over, settle or defend Unless otherwise specifically enumerated herein or such action, claim or suit at Contractor's sole in the Project Definition, Contractor shall not be expense, and (iii) assistance in the defense of any liable for consequential, indirect, special or such action at the expense of Contractor. Where a economic consequential damages, even if dispute or claim arises relative to a real or Contractor has been advised of the possibility of anticipated infringement, the State or Authorized such damages. Contractor shall not be responsible User may require Contractor, at its sole expense, to for loss of records or data unless the Contractor is submit such information and documentation, required to back-up the records or data as a including formal patent attorney opinions, as the Deliverable. Commissioner shall require. The State and Authorized User may, in addition to The Contractor shall not be obligated to indemnify other remedies available to them at law or equity that portion of a claim or dispute based upon: i) and upon notice to the Contractor, retain such Authorized User’s unauthorized modification or monies from amounts due Contractor as may be alteration of a Product; ii) Authorized User’s use of necessary to satisfy any claim for damages, the Product in combination with other products not penalties, costs and the like asserted by or against furnished by Contractor; iii) Authorized User’s use them. in other than the specified operating conditions and environment.
In addition to the foregoing, if the use of any item(s) or part(s) thereof shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion as the Authorized User's exclusive remedy to take action in the following order of precedence: (i) to procure for the State the right to continue using such item(s) or part (s) thereof, as applicable; (ii) to modify the component so that it becomes non-infringing equipment of at least equal quality and performance; or (iii) to replace said item(s) or part(s) thereof, as applicable, with non-infringing components of at least equal quality and performance, or (iv) if none of the foregoing is commercially reasonable, then provide monetary compensation to the State up to the dollar amount of the Project Award.
For all other claims against the Contractor under any individual Project Award or subsequent scope change(s) (“Project Award”) where liability is not otherwise set forth in the Contract as being “without limitation”, and regardless of the basis on which the claim is made, Contractor shall be fully liable for
43 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
APPENDIX C
LICENSE
NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
I. LICENSE TERM
The license term shall commence upon the License Effective Date, provided, however, that where an acceptance or trial period applies to the Product, the License Term shall be extended by the time period for testing, acceptance or trial.
II. CONTENT OF LICENSED MATERIALS; GRANT OF LICENSE:
The Licensed Materials shall remain the property of the Contractor. The Contractor hereby grants to Authorized User non-exclusive use of the Licensed Materials and to provide the Licensed Materials to Authorized Users in accordance with this Agreement (See Appendix G, #5 for Westlaw Subscriber Agreement and Appendix B-2-DB, #73 for Software License).
Scope Licensor hereby grants to Licensee a non-exclusive, non-transferable license for use of the Products (subscription to databases or hardware and software provided to allow access to databases) in accordance with the rights and obligations set forth in the Agreement. The Licensee shall enjoy use of the Products which Licensor warrants will conform to the written specifications and performance warranties set forth in this Agreement (See Appendix G, #5 for Westlaw Subscriber Agreement and Appendix B-2-DB, #73 for Software License).
Business Transfer Any License rights or hardware or software rights granted hereunder are transferable within the normal course of business of Licensee, as such operations are now or may hereafter be authorized, expanded or diminished. This shall permit Licensee to exercise such rights, or continue maintenance or other support services from Licensor notwithstanding a change in use, location, or consolidation of Licensee’s ongoing enterprise, or merger of governmental operations. Each Westlaw user, including each Westlaw user that receives Westlaw training, must be assigned a separate Westlaw password. Westlaw passwords may only be used by the person to whom the password is issued. Sharing of Westlaw passwords between or among users is STRICTLY PROHIBITED. West Group reserves the right to issue additional passwords to Authorized User, and charge Authorized User monthly thereafter for such additional passwords, if West Group learns that Westlaw has been used by a person other than the person to whom the password has been issued. Authorized User may contest West Group's issuance of additional passwords within 5 business days of receipt of notice from West Group.
Concurrent Use License Where licensing of products is based upon “Concurrent Users”, West Group hereby grants license rights to the specified number of concurrent users actually executing the licensed programs, without reference to location or named users (hereinafter “Concurrent Users”). Upon written notice to West Group, Licensee reserves the right, without penalty or termination of the existing license, to increase or diminish the number of Concurrent User licenses.
No Subsequent, Unilateral Modification of License Terms Notwithstanding any other provision of any agreement which may be hereafter issued by West Group, and irrespective of whether any such subsequent agreement has been proposed prior to or after the issuance of a purchase order for products licensed under this agreement, or the fact that such subsequent agreement may be affixed to or accompany databases upon delivery, the terms and conditions set forth herein shall supersede and govern licensing and delivery of all products and services hereunder.
45 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
III. ACCESS TO LICENSED MATERIALS; EFFECTIVE DATE OF ACCESS:
The Licensed Materials will be made available to the Authorized User and End Users (defined below) in the following manner:
The Licensed Materials will be made available at one or more locations in digital form accessible by telecommunications links between such locations and Authorized User's or End User's workstations. Access to the Licensed Materials by End Users shall be controlled by the use of IP addresses or other authentication to be identified.
The Contractor shall provide Authorized User and its End Users with access to the Licensed Materials under this Agreement no later than ten (days) from the Service Commencement Date, provided that this Agreement has been fully executed.
IV. AUTHORIZED USE OF LICENSED MATERIALS:
Authorized Uses. Authorized Users and End Users may make all use of the Licensed Materials as is consistent with the Fair Use Provisions of United States and international copyright laws. In addition, the Licensed Materials may be used as follows:
(a) Authorized Users and End Users may display, download, copy and/or print portions of the Licensed Materials for use in research, education, or other non-commercial purposes.
(b) Authorized Users and End Users may use a reasonable portion of the Licensed Materials in the preparation of educational materials.
(c) Authorized Users and End Users may, via Westlaw functionality, direct West to transmit West- proprietary documents (i.e., documents not licensed from third parties) in electronic format to internal user(s) or to a third party who is an individual if such third party agrees not to further disseminate such documents. Authorized Users and End Users acknowledge their responsibility in assuring compliance with the foregoing by any third party to whom Authorized User or End User transmits West- proprietary documents pursuant to the preceding sentence. Direct transmission of electronic copies by Authorized User or End User is prohibited, except as provided in the electronic brief terms.
V. SPECIFIC RESTRICTIONS ON USE OF LICENSED MATERIALS:
Authorized User shall not knowingly permit anyone other than End Users to use the Licensed materials.
Authorized User may not utilize the Licensed Materials for commercial purposes, including but not limited to the sale of the Licensed Materials, fee-for-service use of the Licensed Materials, or bulk reproduction or distribution of the Licensed Materials in any form; nor may Authorized User impose special charges on End Users for use of the Licensed Materials beyond reasonable printing or administrative costs.
End Users may not disseminate or redistribute the Licensed Materials via electronic bulletin boards, e- mail, intranets, the Internet or similar medium or service.
46 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
APPENDIX D
CONTRACTOR’S YEAR 2000 COMPLIANCE STATEMENT
47 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Appendix D
Sample: Vendor Compliance Statement under NYS Standard Year 2000 Warranty
The following compliance statement shall be furnished as Vendor’s compliance statement under the NYS Warranty:
CONTRACTOR'S COMPLIANCE STATEMENT
With regard to the warranty statement contained in Appendix B-2-DB, Section 73, Contractor Products furnished under [Insert Contract Reference Number] are individually warranted as Year 2000 compliant.
[If only part of Product line is warranted, enumerate compliant Products, either: below, attached list, or by other means]
The above are also warranted as a system to be compliant as follows: a) Contractor Products intended to perform as a package or system (e.g. exchanging date/time between two or more such Products), and/or b) Contractor's Products with the designated O/S (operating system(s)).
Other than as set forth above, Contractor has not tested Contractor Product(s) in combination with all other third party software or hardware, and therefore makes no representations with regard to any Contractor Product’s interoperability with any such non-Contractor software or hardware. Contractor shall, however, obtain a pass through from the third party manufacturer to Authorized User of third party manufacturer’s standard Year 2000 warranty for any third party Products offered under the above Contract and provide such warranty at the time of bid, Product order or Product quote. Where such third party Product pass-through is not given, Contractor shall declare such third party Products as being “non-compliant” at the time of bid, Product order or quote.
Contractor shall furnish this compliance statement and a statement for any non-compliant Product or system to the Authorized User at the time of bid, Product order or Product quote.
48 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
APPENDIX E
Contractor's Executive Law, Article 15-A (M/WBE) Requirements
49 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
CONTRACTOR’S REQUIREMENT UNDER ARTICLE 15-A
In July of 1988, Article 15-A of the Executive Law was passed by the New York State Legislature. This legislation provides specific rules, regulations and procedures for minority and women-owned enterprise participation in certain State Contracts.
The Office of General Services (OGS) is required to implement the provisions of Article 15-A for all of its Contracts (1) in excess of $25,000 for labor, services, supplies, equipment, materials, or any combination of the foregoing and (2) for Contracts in excess of $100,000 for real property renovation and construction. For purposes of this Contract, OGS hereby establishes a goal of 4% for minority business enterprises (MBE) participation and 4% for women-owned business enterprises (WBE) participation.
In order to be awarded an OGS Contract, every bidder must comply with the requirements, rules and regulations outlined in Article 15-A.
A. POLICY AND PROVISIONS
It is the policy of the State of New York to promote equality of economic opportunity for minority and women-owned business enterprises (M/WBEs) in State Contracting. In order to comply with the State’s objectives, the Contractors shall use “good faith efforts” to provide meaningful participation by M/WBE Subcontractors or suppliers in the performance of this Contract.
For the purpose of determining a Contractor’s good faith effort to comply with the requirements of Article 15-A or to be entitled to a waiver therefrom, the Contracting agency shall consider:
(a) Whether the Contractor has advertised in general circulation media, trade association publications, minority-focus and women-focus media. In such event,
(i) whether or not certified minority or women-owned businesses which have been solicited by the Contractor exhibited interest in submitting proposals for a particular project by attending a pre-bid conference; and
(ii) whether certified businesses which have been solicited by the Contractor have responded in a timely fashion to the Contractor’s solicitations for timely competitive bid quotations prior to the Contracting agency’s bid date; and
(b)Whether there has been written notification to appropriate certified businesses that appear in the Directory of Certified M/WBE prepared pursuant to paragraph (f) of subdivision three of section three hundred eleven of this article; and
(c)Whether the Contractor can reasonably structure the amount of work to be performed under subcontracts in order to increase the likelihood of participation by certified businesses.
B. UTILIZATION - The Contractor may count as M/WBE participation: subcontracting part of the Contract to certified firms or purchasing supplies and equipment used to perform the terms and conditions of the Contract from certified firms.
50 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Upon a showing by the Contractor of every good faith effort to achieve the goal for M/WBE participation in the work, the State will waive a Contractor’s failure to achieve the goal M/WBE participation.
C. MINORITY AND WOMEN-OWNED BUSINESS OFFICER - The Contractor shall designate a Affirmative Action officer and assign the officer the responsibility and authority to monitor the M/WBE program for this Contract. The OGS’ Office of Minority and Women-owned Business Enterprises’ staff is available to help in identifying certified M/WBEs.
D. REQUIRED REPORTS - The Contractor is required to submit a Utilization Plan (BDC-328) to the NYS Office of General Services within five (5) days after the opening of bids for construction Contracts exceeding $100,000 and 14 days after notification of award for commodity and service Contracts exceeding $25,000. The Contractor must also submit the MBE/WBE Letter of Intent to Participate (BDC-49). The Letter MBE/WBE of Intent to Participate is a commitment by the Contractor and the subcontractor/supplier that the terms and conditions for M/WBE participation on this Contract are agreed to. Any modifications or changes to the agreed participation by certified M/WBEs, over the term of the Contract, must be reported on a revised Utilization Plan.
E. NONDISCRIMINATION - The Contractor agrees not to discriminate on the basis of race, creed, color, national origin, gender, age, disability, or marital status, in any respect, against any potential subcontractor, supplier, other company, firm, or enterprise in any manner relating to the performance of this Contract.
POST AWARD
The Contractor must submit to the Office of Minority and Women-owned Business Enterprises after notification of award, the following forms, by the 10th day of each month:
1. (BDC-58) Cumulative Monthly Payment Statements 2. (BDC-25) Monthly Affirmation of Income Payments
51 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
All questions regarding compliance to Article 15-A requirements or copies of the forms should be addressed to:
New York State Office of General Services Office of Minority and Women-owned Business Enterprises 35th Floor, Room 3580 Corning Tower Building Empire State Plaza Albany, NY 12242
The telephone numbers and addresses for New York State Department of Economic Development are as follows:
New York State Department of Economic Development 633 Third Avenue New York, NY 10017
Telephone: (212) 803-2414
New York State Department of Economic Development Division o f Minority and Women’s Business Development 30 South Pearl Street Albany, New York 12245 Telephone: (518) 292-5250
Revised 4/2/99
52 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
APPENDIX F
CONTRACT UPDATE FORM
53 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
STATE OF NEW YORK EXECUTIVE DEPARTMENT - OFFICE OF GENERAL SERVICES PROCUREMENT SERVICES GROUP Corning Tower – 37th Floor Empire State Plaza Albany, New York 12242
CONTRACT UPDATE FORM OGS CONTRACT DATE OF NO.:______SUBMISSION:______CONTRACT PERIOD: VENDOR CONTACT: From: ______NAME:______To: ______PHONE NO:______FAX NO.:______GROUP NO. & E-MAIL:______DESCRIPTION:______NOTE: Submission of this FORM does not constitute acceptance by the State of New York until approved by the appropriate New York State representative(s).
INSTRUCTIONS:
1. This form is to be used for all contract updates. The form is to be completed in triplicate and submitted to the OGS Procurement Services Group for final approval. Vendors shall complete, sign, and notarize where indicated, and attach this form to a cover letter written on standard company letterhead. Any submission that is not complete or signed in triplicate will be rejected.
2. Contractor may be required to submit the Product and price information for the update in an Excel spreadsheet format in hard copy and on a floppy disk and/or electronically via e-mail to the OGS Purchasing Officer.
3. To expedite the processing of updates that qualify as Auto Adds, do not combine Auto Adds with Regular or Special Adds. If more than one type of update is being submitted, they should be submitted as totally separate requests.
4. The list must be dated and the format should be consistent with the format of the price list(s) included in the Pricing Appendix of the Contract.
54 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
5. The contract update must be accompanied by either the GSA Price List and revised NYS Net Price List incorporating all changes or the US Commercial Price List and revised NYS Net Price List incorporating all changes, whichever is applicable.
COMPLETE STATEMENTS 1 THROUGH 8 BELOW:
1. This request is an: 2. The intent of this submittal is to: _____Auto Add _____Add new products _____Regular Add _____Delete products _____Special Add _____Increase pricing See contract for an explanation of these terms. _____Reduce pricing _____Amend VAR list
3. All terms and conditions of the contract 4. All discounts as agreed to in the contract shall apply to this request. shall apply. _____Agree _____Disagree _____Agree _____Disagree 5. All discounts are: 6. Attached documentation includes: _____GSA _____Current approved GSA (labeled "For _____Most Favored Nation* information only") _____Current commercial price list *Prices offered are the lowest Contractor (labeled "For information only") offered to any similarly situated entity. _____Revised NYS Net Price List 7. If other than an auto-ad, describe the Nature and Purpose of the update: ______8. For a regular add, please explain how pricing has been restructured to customers, and/or identify and describe new Products or services, which fall into a new group or category that did not exist at the time of approval of the Contract by the New York State Comptroller. If not applicable, state NA: ______
The following CORPORATE ACKNOWLEDGEMENT statement is to be included in each of the three original forms. The request must be signed by an individual given the authority to perform this action by the corporation’s board of directors and the signature must be notarized.
______Signature of Authorized Vendor Representative:
55 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
CORPORATE ACKNOWLEDGMENT
STATE OF } : ss.: COUNTY OF } On the_____day of______in the year _____, before me personally came: ______, to me known, who, being by me duly sworn, did depose and say that he/she/they reside(s) in ______; that he/she/they is (are) ______(the President or other officer or director or attorney in fact duly appointed) of ______, the corporation described in and which executed the above instrument; and that he/she/they signed his/her/their name(s) thereto by authority of the board of directors of said corporation.
______Signature and Office of Person Taking Acknowledgment
FOR STATE USE ONLY OGS APPROVAL: OSC APPROVAL: Approved______Approved as Approved______amended______Disapproved______Disapproved______Name:______Name:______Title:______Title:______Date______Date______
56 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
APPENDIX G
CONTRACTOR’S REQUIRED SUBMISSIONS (Submissions 1 & 2 intentionally omitted)
57 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Appendix G Submission # 3
NYS Contract Net Price List (NYS Net Prices For: On-line Database Access, Related Electronic Products, Consulting & Training Services)
Pricing is Based On:
X US Commercial List, Dated ___7/1/02______
GSA Supply Schedule Number ______. Dated ______
Other: ______
58 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
SCHEDULE A TO WESTLAW SUBSCRIBER AGREEMENT
PLAN 2A GOVERNMENT SERVICE
STATE OF NEW YORK Westlaw COMBINED USAGE SUBSCRIPTION AGREEMENT
Available only to New York state, county and city government agencies eligible to participate under the State of New York Combined Usage Subscription Agreement ("CUSA") between the State of New York Office of General Services and West Group. The rates set forth hereunder are available only to government employees accessing Westlaw for government purposes.
Upon accessing Westlaw, a user may elect either hourly billing or transactional billing in the Options Directory. Such billing election will be effective for that Westlaw session and all subsequent sessions unless the election is changed within the same access platform. The SUBSCRIBER Database lists the hourly billing classification and the applicable transactional charges for each database.
1. Monthly Subscription Charge - $100 per agency - WAIVED
2. Usage Hourly Charges
A. Usage Charges
i. Combination Databases. $65 per hour. ii. Highlights Databases $116 per hour. iii. Basic Databases. $155 per hour. iv. Westlaw Standard Databases. $114 per hour. v. Specialty Databases. $283 per hour. vi. Premium Databases. $345 per hour. vii. Allfile Databases. $174 per hour. viii. Multi-Search Databases. $355 per hour. ix. Super Allfile Databases. $184 per hour.
59 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
x. Bureau of National Affairs Databases (“BNA”). BNA databases shall be billed at the rates set forth herein for Westlaw Standard Databases, Allfile Databases, Super Allfile Databases, Specialty Databases and Highlights Databases as applicable. xi. Enflex Databases. Enflex Databases shall be billed at the rates set forth herein for Westlaw Standard Databases and Specialty Databases as applicable.
B. Communications Charges. $13 per hour.– WAIVED Communications charges begin when a password is transmitted and end when the telecommunications link is disconnected -- they apply to the entire Westlaw session, excluding offline transmission, offline automated citation checking, and the SUBSCRIBER Database (when accessing Westlaw via transactional billing).
3. Transactional Charges
Search Classification Per Search Rate 1 $0 2 $2 3 $6 4 $8 5 $12 6 $17 7 $21 8 $25 9 $29 10 $34 11 $38 12 $44 13 $52 14 $60
60 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
15 $73 16 $82 17 $99
A. Search Charges
Each search query will incur a search charge. Search charges range from $0 to $99 per search. The search charge applicable to each database is available in the SUBSCRIBER Database. For sales tax purposes only, a percent of each search charge is allocated to communications. Search charges for multiple database searches are discounted as follows:
1 database No discount 2-3 databases 10% discount 4-10 databases 20% 11+ databases N/A
B. Find Charges Online Find (includes Docs in Sequence) $5 per document Find via WestDoc 10 per document Find via WestDoc – selected databases 30 per document Find by Title* N/A
*Find by Title creates a search query which will result in a search charge. No separate Find transactional charge will apply. C. Online Citation Checking Charges Citation Service Charge Per Citation KeyCiteÒ $3.75 RIA-Cite 3.75
61 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
*QuickCite creates a search query which will result in a search charge. No separate online citation checking charges apply. No offline transmission charges apply.
D. Current Stock Quotes $.90 per entry All other entries .15 per entry
4. Offline Transmission Charges Charge Per Standard Format Line Westlaw Databases $.02 Selected Databases up to $.65 Westlaw Public Records Databases .02 DJI on Westlaw Databases $.025 DIALOG on Westlaw Databases $.025
Offline transmission charges apply to printing and downloading to storage devices and facsimile machines. In lieu of per line charges document printed or downloaded from KR SourceOne patent document delivery service shall be billed at $12 per document. No per line offline transmission charges apply to Dialog Databases to which transaction charges apply.
5. Training Charges
West shall provide on-site training, training at West Information Centers and telephone training for all State of New York agencies at no charge. West shall provide, at no charge, training at West Information Centers and telephone training for all New York county and city agencies.
6. Westlaw Features Charges. Communications and offline transmission charges apply to all Features, except as otherwise indicated.
62 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
A. Offline Automated Citation Checking Charges Citation Service Charge Per Citation KeyCite $3.75 Table of Authorities 1.00 QuoteRight 7.00 Find 10.00 Find – Selected Databases 30.00 Content Verification .50 No usage charges apply to offline automated citation checking.
B. Alert Services
WESTClip Non-continuous Clipping $0 per search Continuous Clipping $4.50 per day per search
KeyCite Alert Non-continuous Clipping $4.50 per transaction Continuous Clipping $7.00 per day per transaction
Database and DIALOG per document charges apply to the online display of WESTClip results. Find charges and charges associated with documents viewed from KeyCite Alert results shall apply. Communications charges do not apply during transactional billing sessions. Offline transmission charges do not apply to WestClip cite lists or KeyCite Alert.
C. Images Charges. Printed or View Online Downloaded DIALOG on Westlaw Databases $4 $4 All other databases 0 0
63 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Offline transmission charges apply to text printed with images, but not to the images themselves. Communications charges do not apply during transactional billing.
D. Westlaw Public Records. The Scope screen for each Westlaw Public Records Database lists its database classification for hourly billing. The search charge applicable to each Westlaw Public Records Database is available in the SUBSCRIBER Database for informational purposes only, except for Dun & Bradstreet database charges. Additional charges for third party services may apply. The following transaction charges apply in addition to the hourly and transactional charges:
Charge Per Detail Record Viewed Delaware Corporate Records $9.00
The following charges apply in lieu of hourly and transactional charges: Charge Per Document Duns Business Records Plus* Business Record & Full Financial $122.75 Business Information Report (domestic) 93.50 Business Information Report (international) Africa 315.00 Middle East 315.00 Asia Pacific 330.75 Latin America 308.75 Europe 261.50 Canada 135.50 Comprehensive Report 117.75 Family Scan Report $57.25 Business Record & Financial Abstract 57.25 Business Record 34.00
64 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Business Abstract 22.25 Business Identification Report 15.00 Family Member Profile 9.50 Company Relations 2.35 Per company-250 companies maximum (250 companies or more - no additional charge) Branch locations 2.35 Per location-250 locations maximum (250 locations or more - no additional charge) *Minimum fee of $15 per search.
E. DIALOG ON Westlaw Charges The SUBSCRIBER Database lists the hourly database classification, transactional search charges and any applicable per document and images charges for each DIALOG database or service. Additional Terms. Certain DIALOG Databases are subject to additional terms and conditions as set forth in the most current Database Supplier Terms and Conditions, which are available online.
F. WestDockets Charges The following charges apply in lieu of hourly and transactional charges: Search by name $30 per search View document from name search 10 per detail document Search by docket number 30 per search Federal Index 45 per search
G. Company Profiles Charges Index Search $0 Company Profile 35 per report
Offline transmission charges apply to citations list but do not apply to Company Profiles reports themselves.
65 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
H. Dossier Databases Charges
Person Profile (cite list) $35.00 per search Person Profile Report $40.00 per report
Offline transmission charges do not apply
I. Investext PDF Database Charges Per page $9.95 No offline transmission charges apply.
66 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
SCHEDULE A TO WESTLAW SUBSCRIBER AGREEMENT
PLAN 2B UNLIMITED GOVERNMENT SERVICE
STATE OF NEW YORK WESTLAW COMBINED USAGE SUBSCRIPTION AGREEMENT
Available only to New York state, city and county government agencies eligible to participate under the State of New York Combined Usage Subscription Agreement ("CUSA") between the State of New York Office of General Services and West Group. The rates set forth hereunder are available only to government employees accessing Westlaw for government purposes.
1. The agencies accessing Westlaw under Plan 2B shall be billed the rates set forth below for unlimited Westlaw access.
Number of State of New York Monthly Charge per State of New York User Users
1 - 40 $181
41 - 60 173
61 - 100 166
101 - 150 155
151 - 200 146
201 - 250 139
251 - 300 131
301 - 350 123
351 - 400 115
401 - 450 108
451 - 500 96
67 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
501 - 550 91
551 - 600 85
601+ 79 2. Except as provided in Section 3, the following databases, Features and services shall be included in the Monthly Charge per State of New York User.
Westlaw Standard Databases Allfile Databases Super Allfile Databases Highlights Databases Basic Databases Combination Databases Premium Databases Multi-Search Databases Online Citation Checking Search FIND QUOTE Monthly Subscription Charge Communications Offline Transmission (printing and downloading) Training (reasonable) Offline Automated Citation Checking (via WESTCheck including QuoteRight) Alert Services (WESTClip and KeyCite Alert) Images DJI on Westlaw Databases
3. All charges associated with the following databases, Features and services (as part of all database classifications) shall be excluded from the Monthly Charge per State of New York User ("Excluded Charges") and shall be billed at the rates set forth on the Plan 2A- Government Service-State of New York Westlaw Combined Usage Subscription Agreement.
Alert Services (WESTClip and KeyCite Alert continuous clipping)
68 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Enflex Databases Specialty Databases Westlaw Public Records Databases and Services Bureau of National Affairs Databases DIALOG on Westlaw Databases Premier Databases Dossier Databases EIU Databases PeopleCite Databases Company Profiles Database WestDockets
4. The following products may be added to the Monthly Charge Per User:
American Law Reports (30302092) $16 per User per Month American Jurisprudence 2d, excluding Forms, $12 per User per Month Proof of Facts, and Trials (30302112) Litigation Library (30302836) $20 per User per Month New York Analytical Library (30303195) $15 per User per Month McQuillin Library (40016032) $15 per User per Month Municipal Library (40016035) $20 per User per Month
If an agency elects to request access to any of the products above, such access must be given to all Westlaw passwords issued to the agency and the associated aggregate charge will be billed to the agency accordingly. Sharing of Westlaw passwords between or among Subscriber’s personnel is STRICTLY PROHIBITED. West reserves the right to monitor the passwords issued to an agency.
Any Authorized User/Subscriber that converts from Plan 2A to Plan 2B must, at a minimum, request and maintain the same number of Westlaw passwords that the agency was assigned when it was a Plan 2A subscriber.
69 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
5. The following Research Institute of America (RIA) products may be added to the Monthly Charge Per User:
1-5 6-10 11-15 16-20 21-35 36-50 51-76 76-100 Product/Offering Tax Users Tax Users Tax Users Tax Users Tax Users Tax Users Tax Users Tax Users Complete Collection $3,500 3,750 4,000 4,250 4,500 4,750 5,000 5,250 Federal, State, Local Tax $1,200 1,500 1,800 2,100 2,400 2,700 3,000 3,300 Estate Planning Combined $750 800 850 900 950 1,000 1,080 1,100 Pension & Benefits Comb. $300 300 300 300 300 350 350 350 International Tax Library $575 600 625 625 650 650 700 700
If an agency elect to request access to any of the RIA products above, such access may be given to the Westlaw passwords designated by the agency and will be billed at the rates set forth above for the applicable number of users.
6. West may, at its option, make certain databases and features Excluded Charges if West is contractually bound or otherwise required to do so by a contributor of data to West, or if the features or databases are enhanced or released after May 1, 2001.
7. Each Westlaw user, including each Westlaw user that receives Westlaw training, must order and be assigned his/her own password. Westlaw passwords may only be used by the person to whom the password is issued. Sharing of Westlaw passwords between or among Subscriber's personnel is STRICTLY PROHIBITED. West reserves the right to issue additional passwords to Subscriber and charge Subscriber for such additional password if West learns that a Westlaw password has been used by a person other than the person to whom the password has been issued.
8. The Monthly Charge per State of New York User under Plan 2B will not be prorated. Requests for passwords by new Subscribing Units or requests for additional passwords by current Subscribing Units that are processed by West by the last day of a month will be billed the entire Monthly Charge per State of New York User for each password request during such month. The Monthly Charge per State of New York User for Subscribing Units that elect to change from Plan 2A (or another Westlaw price plan) to Plan 2B pricing will be effective on the first day of the month following receipt of the appropriate documentation by West.
70 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
SCHEDULE A TO WESTLAW SUBSCRIBER AGREEMENT
PLAN 2C UNLIMITED GOVERNMENT SERVICE
THREE MONTH FIXED-RATE TRIAL PROGRAM FOR NEW WESTLAW SUBSCRIBERS
STATE OF NEW YORK WESTLAW COMBINED USAGE SUBSCRIPTION AGREEMENT
Available only to New York state, city and county government agencies eligible to participate under the State of New York Combined Usage Subscription Agreement ("CUSA") between the State of New York Office of General Services and West Group. The rates set forth hereunder are available only to government employees accessing Westlaw for government purposes.
1. The agencies accessing Westlaw under Plan 2C shall be billed at $250 per month (“Monthly Fixed Rate Charge”) for unlimited Westlaw access for three consecutive months for up to 10 users. Trial rates for agencies with greater than 10 users will be negotiated.
2. Except as provided in Section 3, the following databases, Features and services shall be included in the Monthly Fixed Rate Charge.
Westlaw Standard Databases Allfile Databases Super Allfile Databases Highlights Databases Basic Databases Combination Databases Premium Databases Multi-Search Databases Online Citation Checking Search FIND QUOTE Monthly Subscription Charge Communications Offline Transmission (printing and downloading) Offline Automated Citation Checking (via WESTCheck including QuoteRight) Alert Services (WESTClip and KeyCite Alert) Images DJI on Westlaw Databases
3. All charges associated with the following databases, Features and services (as part of all database classifications) shall be excluded from the Monthly Fixed Rate Charge ("Excluded Charges") and shall be billed at the rates set forth on the Plan 2A-Government Service-State of New York Westlaw Combined Usage Subscription Agreement.
Enflex Databases Specialty Databases Westlaw Public Records Databases and Services (in excess of $100 during the trial period as part of Westlaw Public Records Databases and Services) Alert Services (WESTClip and KeyCite Alert continuous clipping)
71 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Company Profiles Database EIU Databases Bureau of National Affairs Databases DIALOG on Westlaw Databases Premier Databases WestDockets Charges Dossier Databases EIU Databases PeopleCite
4. West may, at its option, make certain databases and features Excluded Charges if West is contractually bound or otherwise required to do so by a contributor of data to West, or if the features or databases are enhanced or released after May 1, 2001.
5. Each Westlaw user, must request and be assigned his/her own password. Westlaw passwords may only be used by the person to whom the password is issued. Sharing of Westlaw passwords between or among Subscriber's personnel is STRICTLY PROHIBITED. West reserves the right to issue additional passwords to Subscriber and charge Subscriber for such additional password if West learns that a Westlaw password has been used by a person other than the person to whom the password has been issued.
6. The Monthly Fixed Rate Charge under Plan 2C will not be prorated and must start on the first day of a month. The dates of the trial period shall be through .
7. At the conclusion of the trial period, the Subscribing Unit shall be billed at Schedule A Plan 2B Rates unless Plan 2A is elected by the Subscribing Unit upon 10 days written notice prior to the end of the trial period.
8. Telephone training is available at no charge.
72 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
LEGAL RESEARCH
SCHEDULE A TO WESTLAW SUBSCRIBER AGREEMENT
NEW YORK WestlawPRO+
PLAN 2D – STATE OF NEW YORK – GOVERNMENT SERVICE
STATE OF NEW YORK COMBINED USAGE SERVICE AGREEMENT
Available only to New York state, county and city government agencies eligible to participated under the State of New York Combined Usage Subscription Agreement (“CUSA”) between the State of New York Department of General Services and West Group. The rates set forth hereunder are available only to government employees accessing Westlaw for government purposes.
1. New York WestlawPRO+ Obligations · Each Westlaw user, including each Westlaw user that receives Westlaw training, must order and be assigned his/her own password. Westlaw passwords may only be used by the person to whom the password is issued. Sharing of Westlaw passwords between or among Subscriber's personnel is STRICTLY PROHIBITED. West reserves the right to issue additional passwords to Subscriber and charge Subscriber for such additional passwords, if West learns that a Westlaw has been used by a person other than the person to whom the password has been issued. · The Monthly Charge per User per under Plan 2D will not be prorated. Requests for passwords by new Subscribers or requests for additional passwords by current Subscribers that are processed by West by the last day of a month will be billed the entire Monthly Charge per User per Agency for each password request during such month. · Each password requires the Base Product. · Any existing West Group WestlawPRO products may be added to the Base Product at then-current Government WestlawPRO rates. · A listing of Add-On Databases/Services appear online in the Westlaw Directory or contact your local West Representative. · Any Authorized User/Subscriber that converts from Plan 2A to Plan 2D must, at a minimum, request and maintain the same number of Westlaw passwords that the agency was assigned when it was a Plan 2A subscriber.
2. Monthly WestlawPRO+ Charges
Monthly WestlawPRO+ Charges for the WestlawPRO+ Base and Add-On Products elected by Subscriber are set forth herein and include usage, communications, WestClip (non-continuous), offline transmission (as limited by the Subscriber Agreement)certain KeyCite Alert (non-continuous) and transactional charges (excluding online citation checking). New York monthly WestlawPRO + charges apply without regard to Subscriber’s actual use of each password. Charge sassociated with the databases, Features and services that are not part of the WestlawPRO products elected by Subscriber will be billed in addition to the Monthly WestlawPRO Charges at the rates set forth herein.
73 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
74 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Base Product: Per Password Rate New York Base Product State Case Law, Statutes & Digest $45 Federal Circuit/District Court N/C Decisions & Supreme Court Reporter U.S. Code Annotated N/C KeyCite Citation Research Service-All N/C
Additional Products
A. Per Minute Usage Charges Per Minute Rate i. Combination Databases $0.95 ii. Highlights Databases. $2.50 iii. Basic Databases. $3.00 iv. Westlaw Standard Databases. $5.45 v. Specialty Databases. $6.90 vi. Premium Databases. $7.50 vii. Allfile Databases. $9.50 viii. Multi-Search Databases $9.90 ix. Super Allfile Databases. $11.80
Usage charges begin when a password is transmitted and end when the telecommunications link is disconnected.
B. Communications Charges. $.22 per minute Communications charges begin when a password is transmitted and end when the telecommunications link is disconnected - they apply to the entire Westlaw session, excluding offline transmission, offline automated citation checking, CourtLink and the SUBSCRIBER Database (when accessing Westlaw via transactional billing).
3. Transactional Charges
A. Search Charges Each search query will incur a search charge that ranges from $0 to $170 per search. The search charge for each database appears in the SUBSCRIBER Database. For sales tax purposes only a percent of each search charge is allocated to communications.
B. Find Charges Online Find (including Docs in sequence) $5 per document Find via WestDoc 10 per document Find via WestDoc-Selected Databases 30 per document Find by Title* N/A
*Find by Title creates a search query which will result in a search charge. No separate Find transactional charge will apply.
75 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
C. Online Citation Checking Charges Citation Service Charge Per Citation KeyCite™ $3.75 RIA-Cite 3.75
QuickCite creates a search query which will result in a search charge. No separate online citation checking charges apply. No offline transmission charges apply.
D. QUOTE Charges Current Stock Quotes $.90 per entry All other entries .15 per entry
5. Offline Transmission Charges A user may elect either per line or per document offline transmission billing in the Options Directory. Such election will be effective for all subsequent sessions unless the election is changed. Offline transmission charges apply to all printing and downloading to storage devices and facsimile machines, unless otherwise indicated.
Rate Rate Per Per Line Document
Westlaw Public Records Databases $ .02 $ 1 SourceOne (a DIALOG service) N/A 12 DIALOG on Westlaw Databases N/A 5 Selected databases up to .65 up to 50 DJI on Westlaw Databases .025 5 All other databases .02 5
6. Training and Technical Support Charges
Telephone training shall be provided at no charge.
7. Offline Automated Citation Checking Charges Citation Service Charge Per Citation KeyCiteÔ $3.75 Table of Authorities 1.00 QuoteRight™ 7.00 Find-Selected Databases 30.00 Find 10.00 Content Verification .50
No offline transmission charges apply.
8. Alert Services Charges WESTClip Non-continuous Clipping $0 per search
76 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Continuous Clipping $4.50 per day per search KeyCite Alert Non-continuous Clipping $4.50 per transaction Continuous Clipping $7.00 per day per transaction Database and DIALOG per document charges apply to the online display of WESTClip results. Find charges and charges associated with documents viewed from KeyCite Alert results shall apply. Communications charges do not apply during transactional billing sessions. Offline transmission charges do not apply to WESTClip cite lists or KeyCite Alert.
9. Images Charges Printed or View Online Downloaded DIALOG on Westlaw Databases $4 $4 All other databases 0 0
Offline transmission charges apply to text printed with images, but not to the images themselves. Communications charges do not apply during transactional billing.
10. Westlaw Public Records Charges The Scope screen for each Westlaw Public Records Database lists its database classifications for per minute billing. The search charge applicable to each Westlaw Public Records Database is available in the SUBSCRIBER Database. Additional charges for third party services may apply. The following transaction charges apply in addition to the per minute and transactional charges: Charge Per Detail Record Viewed
Delaware Corporate Records $9.00
The following charges apply in lieu of per minute and transactional charges: Charge Per Document Duns Business Records Plus* Business Record & Full Financial $122.75 Business Information Report (domestic) 93.50 Business Information Report (international) Africa 315.00 Middle East 315.00 Asia Pacific 330.75 Latin America 308.75 Europe 261.50 Canada 135.50 Comprehensive Report 117.75 Family Scan Report 57.25 Business Record & Financial Abstract 57.25 Business Record 34.00 Business Abstract 22.25
77 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Business Identification Report 15.00 Family Member Profile 9.50 Company Relations 2.35 Per company-250 companies maximum (250 companies or more - no additional charge) Branch locations 2.35 Per location-250 locations maximum (250 locations or more - no additional charge) *Minimum fee of $15 per search.
11. DIALOG on Westlaw Charges The SUBSCRIBER Database lists the per minute database classification, transactional search charges and any applicable per document and images charges for each DIALOG database or service. Additional Terms. Certain DIALOG Databases are subject to additional terms and conditions as set forth in the most current Database Supplier Terms and Conditions, which are available online.
12. Company Profiles Charges Index Search $0 Company Profile 35 per report
Offline transmission charges apply to citations list but do not apply to Company Profiles reports themselves.
13. Dossier Databases Charges
Person Profile (cite list) $35 per search Person Profile Report $40 per report
Offline transmission charges do not apply
14. WestDockets Charges
The following charges apply in lieu of hourly and transactional charges: Search by name $30 per search View document from name search 10 per detail document Search by docket number 30 per search Federal Index 45 per search
15. Investext PDF Database Charges Per page $9.95 No offline transmission charges apply.
78 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Appendix G Submission # 4
Support, Consulting and Training (Description of Services & Course Offerings )
79 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
West Group Background West Group, the foremost provider of integrated information solutions to the U.S. legal market, has been providing materials to the legal and professional community for more than 125 years. Headquartered in Eagan, Minnesota, West Group is a division of The Thomson Corporation and was formed when West Publishing and Thomson Legal Publishing merged in June 1996. West Group publishes information in print and electronic formats and includes renowned names such as the following: § Bancroft-Whitney § Lawyers Cooperative § Banks-Baldwin Publishing § Clark Boardman Callaghan § ProLaw § Federal Publications § The Rutter Group § FindLaw § West Publishing § Foundation Press § Westlaw
West Group products are relied upon by lawyers in all practice areas, judges in all jurisdictions, and legislators and executive agency personnel who engage in the formulation of public policy and legislation. West Group offers all of its products and services to federal, state, and local courts; government agencies; private law firms of all sizes and practice areas; many Fortune 500 corporations; law schools; and thousands of individual practitioners.
West Group has extensive experience in serving federal and state government customers. This experience, coupled with the unique combination of superior content, exclusive editorial enhancements, state-of-the-art technology and searching capabilities, and superior services, features, training, and support, enables West Group to provide the highest quality legal, news, and business research tools in the most cost-effective and efficient manner.
More information regarding West Group can be found at www.westgroup.com.
80 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
West Group Response to Submission #4: Support West Group is committed to supporting its customers and provides unparalleled customer and technical support. West Group’s customer support, which has set the industry standard for response time and customer satisfaction, is provided to customers at no additional charge.
Technical Assistance West Group provides world-class technical assistance through a team of over 200 highly trained professionals dedicated to quality customer support, customer advocacy, and product improvement. West Group technical support experts § answer questions § document comments/suggestions § process requests for passwords, software, supplies, and documentation § provide other technical or administrative information regarding Westlaw Technical support representatives possess outstanding communication skills, experience in customer support, professional experience working via the telephone, and a high level of technical/computer knowledge. They are technical experts who receive extensive on-going training, and who are capable of supporting West Group products in a variety of hardware, network, and software environments. West Group technical support representatives effectively handle more than 5,000 calls from West Group customers each day, and over 1.2 million calls every year. They are available 24 hours a day, 7 days a week, and can be reached by calling 1.800.WESTLAW (1.800.937.8529) or via e- mail at [email protected].
Research Assistance An additional level of support for West Group customers is provided by West Group Reference Attorneys. As expert information brokers, Reference Attorneys assist with legal research, database selection, and Westlaw query formulation. The West Group Reference Attorneys department is staffed with 135 bar-admitted attorneys who are Westlaw and legal research experts. These attorneys are capable of supporting West Group products in a wide variety of research and subject-matter environments. They receive extensive on- going training to ensure that they stay current with the vast and ever-growing scope of information on Westlaw, as well as stay current with trends in the law. Reference Attorneys enhance customers' use of West Group products and services by providing quick and knowledgeable guidance. Many of the Reference Attorneys have legal practice experience, which greatly enhances their ability to assist customers. West Group Reference Attorneys are available 24 hours a day, 7 days a week, and can be reached by calling 1.800.REF-ATTY (1.800.733.2889) or via e-mail at [email protected].
Account and Billing Information West Group provides customers with access to specifically trained customer-service personnel who assist with customer inquiries regarding § account servicing § billing
81 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
§ requests for customer training § shipping and order fulfillment § routine questions regarding editorial content These customer service representatives are divided into federal and non-federal teams to help ensure that customer inquiries are resolved by personnel who are intimately familiar with the products and services available within an assigned area. They are available from 7:00 a.m. to 5:00 p.m. CST, Monday through Friday, and can be reached by calling 1.800.328.2781 (federal) or 1.800.328.4880 (non-federal), or via e-mail at [email protected].
82 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Online Assistance In addition to the help available from the Customer Support and Reference Attorney staff, West Group also provides online assistance resources. § Online Help Screens. West Group products include online help information that provides a description of and immediate assistance with the specific products. For example, help pages in westlaw.com are accessible by clicking the Help link on the appropriate screen. § Customer Support Online. Subscribers can obtain fast, up-to-date, in-depth, searchable answers to their questions at www.westlaw.com/customersupport/. They can also reach technical support representatives and the West Group Reference Attorneys via e-mail at [email protected]. § Online Store. Through the West Group Store (www.westgroup.com/store/) customers can order print, CD-ROM, and online products, as well as free Westlaw documentation and brochures. (Many of the documentation pieces are available in PDF format for immediate download.) Customers can also use the store to view current promotions and to locate a West Group sales representative. § Westlaw Software Download Site. Customers can download software from the Westlaw Software Download site at www.westlaw.com/software/. They can also request a copy of the latest software from West Group Customer and Technical Support (1.800.937.8529).
System Reliability West Group, which is home to one of the largest data centers in the Midwest, takes every precaution to guarantee the safety of computer equipment and data. To ensure uninterrupted Westlaw service, West Group operates two separate, redundant data centers. Each of these data centers, which provide a geographically dispersed network of computers, has enough capacity to handle a site outage for the majority of our users. In addition, West Group maintains a separate electrical power grid that ensures an uninterrupted power supply for West Group systems and facilities in the event that public utility power to the facility is lost. These precautions ensure that West Group leads the industry in system reliability. As a result of these safeguards, West Group provides unmatched system reliability and accessibility. West Group's expertly trained staff helps ensure that uninterrupted Westlaw and westlaw.com service is provided 24 hours a day, 7 days a week, 365 days a year. In contrast, other computer- assisted legal research providers shut down their systems regularly (e.g., nightly, weekly) for maintenance and updating.
System Response Time West Group's response times are consistently superior to those of our competitors. Even so, West Group continually strives to improve response times. For example, our benchmark tests revealed that the average time it takes to process a Find request on westlaw.com improved by 33% with the October 2000 release. In addition, a response-time improvement of 10–25% for all westlaw.com processes was achieved with the April 2001 release.
83 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
SPECIFICATION – Description of Database MEET ANTICIPATED Describe what types of databases are available and elaborate on whether these (Y/N) ENHANCEMENT databases are citation, abstract, full text, image, multimedia, etc. (DATE)
RESPONSE Westlaw is West Group’s computer-assisted legal, news, and business information research service containing more than 16,000 databases and more than 242 million documents. Westlaw provides editorially enhanced legal research materials; unparalleled coverage of news, business, financial, and general information; and a comprehensive collection of public records information. § Legal information. Westlaw contains more than 9,000 legal databases that include federal and state case law, statutes, regulations, and administrative codes, as well as topical and practice-area databases, law review articles, and journals. § News and business information. Westlaw provides access to more than 7,000 non-legal databases, which include newspapers, newswires, magazines, journals, newsletters, abstracts, research reports, public filings, and indexes from prominent business intelligence services such as Dow Jones Interactive. § Public records. Westlaw public records databases provide access to more than 1 billion well-organized public records, courthouse documents, and private-vendor resources.
The vast majority of databases on Westlaw are full-text. Abstracts are contained in databases such as Index to Legal Periodicals that are intended to be abstract databases.
Images within Westlaw documents can be viewed online. Over 2 million images are available in nearly 2,000 databases, such as case law, codes and regulations, analytical materials, the Federal Register, and patents and trademarks. Online images, which can include graphs, forms, maps, photographs, drawings, and flowcharts, enhance document presentation and facilitate a greater understanding of concepts. When images are printed, they appear just as they would in the original document. Users can choose to display images automatically, or they can view only the images they want by clicking hypertext links.
Westlaw databases are complemented by several other online features and services, including KeyCite, the citation research
84 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
service from West Group that combines a full citation checker and case-finder tool in one easy-to-use interface.
SPECIFICATION – Description of Database MEET ANTICIPATED Describe the subject categories covered by the databases including but not (Y/N) ENHANCEMENT necessarily limited to the following subject categories: general, business, social (DATE) sciences, health, education, science, technology and law.
RESPONSE A portion of the superior content available on Westlaw is described below. The Westlaw Database Directory,2002 Edition, provided upon request or available online at directory.westlaw.com, contains a comprehensive listing of databases available from West Group.
General Databases West Group provides subscribers with access to the most comprehensive and current news and general information databases available. Our databases provide unparalleled coverage of news, business, and financial information.
Westnews™ Westnews features Dow Jones Interactive® and Dialog on Westlaw databases. This combination of databases gives users access to more than 7,000 nonlegal publications, which include newspapers, newswires, magazines, periodicals, newsletters, abstracts, research reports, public filings, and indexes. Westnews databases can be used to § monitor the press for references to a pending case or legal issue § track media reaction and public opinion to critical issues § research legislative or legal trends § follow events in the political arena that may impact government policies § search for pending legislation or litigation § compile background information § find commentaries, summaries, and discussions of new laws, proposed legislation, and judicial decisions § track late-breaking news with newswires
85 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Westnews coverage includes the full text of more than 140 U.S. daily newspapers, including most of the top 100 U.S. daily newspapers. Among the newspapers available via Westnews are The Wall Street Journal, Washington Post, Miami Herald, and Philadelphia Inquirer, as well as international newspapers such as the Globe and Mail and the Guardian. Through relationships with other information providers, Westnews brings additional business-related information within easy reach: § Dun & Bradstreet reports are available for more than 59 million public and private companies. § Investext analyst reports contain banker and broker analyses on more than 30,000 companies and 53 industries worldwide. These reports are available in PDF (portable document format), which means that reports appear exactly as originally published by the analyst and include charts, graphs, and tables. Westnews also provides company profiles of more than 450,000 public and private companies. Company profile information is available in several categories, including key people, subsidiaries, products, and brands. In addition, Westnews includes industry- specific databases that correspond to the North American Industry Classification system (NAICS). The 32 NAICS databases include industry-specific information (such as newspaper and magazine articles) that covers everything from accounting services news to utilities industry news.
Multibase Searching Westnews databases can be searched individually, or several databases can be searched at one time using multibases, such as ALLNEWS, ALLNEWSPLUS, WIRES, NP (Dow Jones Newspapers) or MAGSPLUS (magazines, newsletters and journals).
Topical News Sources News materials are also combined by topic in Westnews databases. These topical databases—such as Bankruptcy News, Computer Technology News, and Taxation News—gather related information into one convenient database. For example, the Education News database contains articles from dozens of education-related news sources, as well as education-related news stories from general interest sources such as newspapers, wires, newsletters, magazines, and transcripts.
Dow Jones Interactive® Dow Jones Interactive, the premier business intelligence service, provides Westnews with more than 6,100 news and business
86 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
information sources. A significant number of these sources are not available through other legal research services. The following Dow Jones Interactive sources are among the thousands offered through Westnews: § Exclusive legal market coverage of The Wall Street Journal and its global editions. § Full text of more than 100 local, regional, and national newspapers, including – The Washington Post – The New York Times (same-day coverage) – The Boston Globe – USA Today – Los Angeles Times – The Times of London § More than 20 newswire services, such as Dow Jones Business News, Reuters News Service, and the Associated Press, which are updated continually throughout the day to give users late- breaking news. Documents appear online approximately 30 minutes after they move over the wire. § More than 4,600 additional business publications, covering companies, industries, markets, products, services, and general information. These include Barron’s, Forbes, Fortune, Business Week, U.S. News and World Report, and Time. § Transcripts of more than 250 radio and television programs, including Face the Nation and 60 Minutes. § Securities and Exchange Commission (SEC) filings that are available within 60 minutes of their receipt by the SEC.
West Group's alliance with Dow Jones & Company means Westnews users get more news and business information than they can get from any other news service.
Dialog on Westlaw West Group's relationship with The Dialog Corporation provides Westlaw users with more than 3,000 additional news and business information sources, as well as extensive scientific, technical, and medical resources. These sources allow users to access local, regional, national, and international newspapers and magazines, as well as business, scientific, and intellectual property materials. Content areas in the Dialog on Westlaw databases include the following: § Business and Finance § Intellectual Property § Chemicals § Medicine § Energy and § News and Media
87 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
§ General Reference Technology § Government and § Social Sciences Regulations
The Dialog on Westlaw databases contain more than 6 billion pages of text and more than 3 million image documents. Dialog’s comprehensive content is highly complementary to the other Westnews offerings.
Business Databases Westlaw, which contains the most comprehensive online collection of public records available, provides users with access to over 1 billion well-organized public records, courthouse documents, and private-vendor sources, including the following: § Bankruptcy Records from all U.S. bankruptcy districts in the 50 states, the District of Columbia, Puerto Rico, and the Virgin Islands. § Business and Corporate Records, including corporate and limited partnership information, “doing business as” and name availability information, and executive affiliation records. § Environmental Records, including compliance records, resource conservation and recovery information, and state environmental liabilities and records. § Intellectual Property Public Records and Filings, including U.S. patents, copyrights, and trademark screening information, and invention registrations. § Liens and Civil Judgments against businesses and individuals in 49 states and the District of Columbia. § Litigation Records, including court docket information, adverse filings, jury verdict and settlement summaries, and litigation preparation information. § Real Property Records such as assessor’s records, asset transfers, foreclosures, and refinances. § Securities Filings, including SEC filings and reports, EDGAR information, and mergers and acquisitions information. § Transportation Records, including motor vehicle, aircraft, and watercraft information. § UCC Filings § People Finder information on individuals nationwide, including 210 million names, 139 million households, and 71 million telephone numbers. § Additional Public Records and Filings such as death and obituary information, professional licenses, and Drug Enforcement Administration records.
88 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Social Sciences Databases Westlaw contains the following topical databases with regards to the social sciences: § Art, Entertainment & Sports Law § Communications § Criminal Justice § Education § Family Law § Labor & Employment § Legal Ethics & Professional Responsibility § Professional Malpractice § Transportation § Workers’ Compensation § Social Science and Humanities § Statistical Data
Some specific social sciences databases include the following: § Business and Consumer Services Industry News (WNS- SV) § Communications Industry News (WNS-CM) § Entertainment and Recreation Industry News (WNS-ET) § Finance and Insurance Industry News (WNS-FI) § Foods, Beverages & Tobacco Industry News (WNS-FD) § Real Estate Industry News (WNS-RE) § Textiles and Apparel Industry News (WNS-TA) § Utilities Industry News (WNS-UL) § E-Commerce Law Report (GLECOMLR) § Marketing for Lawyers (MKTLAW) § Consumer Product Safety Information (CPSCPRESS)
For a listing of additional Westlaw databases relating to the social sciences, please see the Westlaw Database Directory, pages 558– 570.
Health Databases West Group offers health databases and prominent medical journals and newsletters on Westlaw, including the following: § Cancer Weekly Plus (CANCERWK). This database contains a weekly newsletter providing reports of news on cancer-related drugs in clinical trials, FDA approvals, cancer studies, cancer therapy, and findings from research programs. Also included are summaries of articles from scientific journals. § Geriatrics (GRIA). This database contains the full text of a monthly health periodical providing news and information on
89 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
geriatric medical issues. § Health Services Research (HLTHSVCSR). This database contains the full text of a bimonthly academic journal on research in health and medical care, administration and policy. § Journal of Toxicology: Clinical Toxicology (JTOXCLTOX). This database contains the full text of a bimonthly professional journal providing an international resource for all facets of medical toxicology and integrating the varied disciplines that deal directly with the practical aspects of poison management.
For a listing of additional Westlaw databases relating to health and medicine, please see the Westlaw Database Directory, pages 507– 522 and 661–665.
Education Databases The education library on Westlaw contains a comprehensive collection of materials on education law, including: § Education case law § Education statutes and legislative history § Education administrative law § Education journals and law reviews § Education treatises, practice guides and standards § Education legal newspapers, newsletters and current awareness materials
For a complete listing of Westlaw databases relating to education, please see the Westlaw Database Directory, pages 468–472 and 634–635.
Science Databases Westlaw contains the following topical databases with regards to science: § Health & Medicine § Science & Computer Technology § Information and Library Science
Some specific science databases include the following: § Agriculture Industry News (WNS-AG) § Chemical and Plastics Industry News (WNS-CH) § BNA Chemical Regulation Daily (BNA-CRD) § Health Care Services Industry News (WNS-HC) § BNA Health Care Daily (BNA-HCD) § Petroleum Industry News (WNS-PE)
90 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
§ BNA Toxics Law Daily (BNA-TLD) § Forensic Services Directory (FSD) § Reference Manual on Scientific Evidence (RMSCIEVID) § Medical Device Register (MDR) § Attorneys Medical Deskbook 3d (MEDDESK)
For a listing of additional Westlaw databases relating to science, please see the Westlaw Database Directory, pages 549–554 and 733–735.
Technology Databases Westlaw contains the following topical databases with regards to technology: § Energy topical databases § Intellectual Property topical databases § Transportation topical databases
Some specific technology databases include the following: § Automobiles & Transportation Equipment Industry News (WNS-AT) § Computer Industry News (WNS-CP) § Electronics Industry News (WNS-EL) § Information Industries News (WNS-IF) § Machinery Industry News (WNS-MC) § Metals Industry News (WNS-ML) § Mining & Drilling Industry News (WNS-MG) § Legal Tech Newsletter (LEGTECH) § Corporate Directory of Technology (CORPTECH) § D&B Dun’s Electronic Business Directory (DEBD) § USCA databases by topic, including: Energy (FEN-USCA)
For a comprehensive listing of Westlaw databases relating to technology, please see the Westlaw Database Directory, pages 549–554 and 733–735.
Law Databases Westlaw legal databases include federal and state case law, statutes (including the United States Code Annotated®), and administrative rules and regulations, as well as topical and practice area databases, widely published law reviews and journals, court dockets, and settlement and jury verdict information. In addition, Westlaw is the only computer-assisted legal research service that includes West synopses and headnotes, as well as the West Key Number System. Other types of research tools, resources, and features available on Westlaw include legal directories, dictionaries, encyclopedias, law reviews, treatises, and practice
91 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
materials and forms.
Federal Databases The following listing describes a portion of the federal information available on Westlaw.
§ Federal Case Law Westlaw has complete coverage of all published federal case law, as well as many unpublished opinions. Cases appear as officially published and contain West Group’s editorial enhancements. Examples of West Group’s federal case law databases include the following: – U.S. Supreme Court (SCT, SCT-OLD) – Federal Circuits (CTA, CTA1, CTA2, etc.) – Federal District Courts (DCT, DCT-OLD) – Tax Court (FTX-CS), which also includes tax cases at the circuit and Supreme Court levels – Bankruptcy Court (FBKR-CS), which also includes bankruptcy cases at the circuit and Supreme Court levels (-OLD databases contain pre-1945 federal case law.)
§ Federal Statutes Westlaw has complete coverage of current federal statutes and archival statutes back to 1990. West Group’s federal statutes databases include the following: – United States Code Annotated (USCA), which contains annotations to the United States Code, as well as court rules, appendices, and the Popular Name Table. In addition, provisions from Public Laws classified as notes in the USC database can be found under the corresponding section of the USCA. – United States Code (USC), which contains the text of the federal statutes without annotations. – Legislative History (LH), which contains legislative history information (1948–current) for Congressional bills and public laws and signing statements issued when the President signs a bill into law. – U.S. Public Laws (US-PL, US-PL-OLD), which contain laws passed by Congress.
§ Federal Administrative Rules and Regulations Westlaw provides extensive coverage of federal administrative rules and regulations, including the following: – Code of Federal Regulations (CFR), which contains documents from all 50 titles comprising the Code of Federal Regulations and incorporates recent changes that appear in the Federal Register. – Federal Register (FR), which contains documents from the
92 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Federal Register. Other administrative and executive materials include comptroller general decisions, U.S. attorney general opinions, and Presidential documents. Westlaw also has a vast selection of federal agency-specific administrative materials, including materials from the following agencies: – Department of Agriculture – Equal Employment Opportunity Commission – Environmental Protection Agency – Federal Trade Commission – Internal Revenue Service – National Labor Relations Board
§ Other Federal Materials Other federal materials include legislative history and bill tracking, court rules and orders, congressional information, practice guides, and legal texts.
§ Federal Multibases Multibases for federal data are also available. For example, the ALLFEDS and ALLFEDS-OLD databases cover documents from all of the above courts, as well as documents from military and territorial courts.
More information regarding federal materials on Westlaw can be found in the Westlaw Database Directory on pages 3–10.
State Databases The following listing describes a portion of the state-specific information available on Westlaw.
§ State Case Law Westlaw has complete case law coverage for all state court opinions published in West’s National Reporter System®. Westlaw also contains many unpublished state appellate court opinions and selected state trial court opinions. Westlaw database identifiers for state coverage are XX-CS (e.g., VA-CS for Virginia cases).
§ State Statutes Westlaw has annotated statutes for all 50 states, the District of Columbia, Guam, Puerto Rico, and the Virgin Islands. Database identifiers for the annotated statute databases are XX- ST-ANN (e.g., VA-ST-ANN for Virginia Statutes Annotated). Statute databases without annotations are available as well using database identifiers XX-ST (e.g., VA-ST for Virginia Statutes).
§ State Administrative Rules and Regulations
93 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Westlaw contains the administrative codes for all 50 states and the District of Columbia; no other online information resource provides this level of coverage of administrative codes. Other administrative materials include attorney general opinions, workers’ compensation decisions, and insurance and environmental regulations.
§ Other State Materials Westlaw also provides coverage of bill tracking and legislative publications, court rules and orders, and judicial materials.
§ State Multibases Multibases for state data are available. For example, cases from all 50 states are available in the ALLSTATES database, with historical case law available in ALLSTATES-OLD. Multibases for state and federal data are also available. For example, the CTA4- ALL database contains cases from all federal and state courts authoritative in the Fourth Circuit.
More information regarding state-specific materials on Westlaw can be found in the Westlaw Database Directory on pages 13–234.
Practice Area Materials (Topical Databases) A wide variety of practice area materials are available on Westlaw. These materials help users find analysis and guidance from legal experts on numerous topics, including the following: § Bankruptcy databases contain documents that relate to federal bankruptcy laws and matters subject to the jurisdiction of the U.S. bankruptcy courts. Among the topics included are the administration and reorganization of the estates of debtors in bankruptcy, and the rights of such debtors and their creditors. § Criminal justice databases contain documents that relate to criminal acts and the investigation, prosecution, and punishment of crimes. Among the subjects included are bail, constitutional proscriptions on searches, seizures and other police activities, habeas corpus, parole, prisons, probation, the RICO Act, and the rules of criminal procedure. § Immigration databases contain documents that relate to the rights and disabilities of foreign persons in the United States. Among the subjects included are the Immigration Reform Control Act of 1986, and the admission, exclusion, expulsion, and naturalization of aliens. § Intellectual property databases contain documents that relate to the rights of artists, authors, composers and designers of creative works. Among the subjects included are the acquisition of, and protection afforded by, a copyright, patent, or product trademark. 94 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
§ Litigation databases contain documents that relate to federal and state case law, civil procedure and evidence, litigation preparation records, and expert witnesses, as well as jury instructions, verdicts, settlements, and judgments. The ability to customize the westlaw.com interface makes it easy to access practice materials. More information regarding practice area materials on Westlaw can be found in the Westlaw Database Directory on pages 601– 762.
International Content Westlaw provides an extensive collection of international legal and news databases, including U.S. law on international issues, foreign laws, international treaties, conventions, and agreements, as well as international news and business information (e.g., newspapers, newswires, and foreign publications), law reviews, bar journals, and other legal periodicals. International coverage includes the following: § Intergovernmental Organizations. Full-text documents from the International Court of Justice, NAFTA, United Nations, World Trade Organization, GATT, NATO, Inter-American Commission on Human Rights, Iran-United States Claims Tribunal, and more. § Treaties & Other International Agreements. Full text of international agreements, including: GATT, International Economic Law Documents, International Environmental Law Documents, International Legal Materials (ILM), NAFTA, and Oceana Treaties. § U.S. Treaties and Other International Legal Materials. Full text of U.S. treaties and other international agreements obtained directly from the federal government, as well as U.S. cases, statutes, administrative, and regulatory materials related to international issues. Coverage includes U.S. Department of State Dispatch, Customs bulletins and decisions, Treasury decisions, and International Trade Commission documents. § International Legal Materials. Legal materials, law reviews, and legal periodicals from Europe, North America, Africa, Asia, the Pacific Rim, Latin America, and the Caribbean. § International News. Full text and abstracts of news and business information from newspapers, magazines, and trade publications from around the world. International news coverage includes more than 1,000 international and foreign publications and newswires, including Asian Wall Street Journal, Wall Street Journal Europe, The Economist, and other
95 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
sources from Europe, North America, Africa, Asia, the Pacific Rim, Latin America, and the Caribbean. § International Law Reviews, Bar Journals, and Other Legal Periodicals. Documents from law reviews, bar journals, CLE courses, and other legal practice-oriented periodicals that relate to international law, comparative law, or non-U.S. legal systems. § Topical International Material. Topical international materials, such as tax, environmental, insurance, intellectual property, and more. § Non-English-Language Materials. Numerous databases containing non-English-language materials, such as local language newswires, official Spanish text of the Mexican Civil and Commercial Code, Puerto Rico Annotated Statutes, Puerto Rico Supreme Court Cases, and more. § International Legal and Business Directories. Profiles of law firms and biographical records of attorneys who practice international law, international business directories, and more. § United Kingdom Legal Materials on Westlaw. Databases containing a wide variety of materials from the United Kingdom, the European Union, its member states, and other European countries. Materials include case law and legislative materials, intellectual property materials, legal periodicals, law directories, current awareness information, and news.
Secondary Materials Westlaw provides access to full-text legal encyclopedias and treatises, including AMJUR and several state Jurisprudence series, the Restatements, and ALR materials. Multi-volume state practice guides are available, as are well-known treatises such as Nichols, Fletcher and Wright & Miller. These materials are all full text. In addition, Westlaw offers hundreds of law reviews and journals by title or by topic. Many of these journals are full text, but a few are abstract-only. Medical journals are available online, many of which are full text.
Briefs and Oral Arguments Westlaw provides access to briefs and oral argument databases. The SCT-BRIEF database contains briefs written for the U.S. Supreme Court. This database includes Merits and Amicus Briefs filed with the U.S. Supreme Court for cases in which certiorari has been granted or probable jurisdiction has been noted and for which oral arguments have been scheduled. Merits Briefs date from the 1990–91 term to the present; Amicus briefs date from the 1995–96 term to the present.
96 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
The SCT-ORALARG database contains transcripts of oral arguments in cases heard by the U.S. Supreme Court from the court’s 1990–91 term to the present.
Jury Verdict and Settlement Databases Westlaw contains a wide variety of jury verdict and settlement databases. These databases include the following: § ATLA Record (ATLA-JV) § California Jury Verdicts and Judgments—Trials Digest (CA-JV) § Florida Jury Verdict Reporter (FL-JV) § Jury Verdict and Settlement Summaries (LRP-JV) § Jury Verdicts Northwest (JVN) § Verdicts, Settlements and Tactics (VST) § Combined Jury Verdicts and Settlements (JV-ALL)
Westlaw Highlights and Bulletins Westlaw Highlights and Bulletins databases provide summaries of significant judicial opinions within a few days after the decisions are issued. The summaries are prepared by West Group's editorial staff and are sorted in several databases by topic (e.g., criminal justice, family law, labor and employment) and by jurisdiction. There is also a database specific to U.S. Supreme Court bulletins, as well as a database that contains the most noteworthy highlights from all of the topical and jurisdictional databases. This database also includes summaries from important cases involving subject matter that does not fit within an existing topical database (e.g., government contracts).
Citator Service: KeyCite® KeyCite is West Group’s online citation system. It is a full-service citator that helps users determine whether a case is still “good law” by retrieving all citing references, which include cases, statutes, administrative materials, and secondary sources.
KeyCite is also a case and statute finder. KeyCite integrates West Group’s editorially enhanced case law, the full text of headnotes, Notes of Decision, and Topic and Key Numbers to provide maximum case-finding power. Search results can be limited using the Topic and Key Number, the master classification system of U.S. law. § KeyCite is accurate. All cases added to KeyCite undergo rigorous editorial analysis by West Group editors. These attorney-editors analyze all case history and negative references and describe the direct history in terms used by the citing court in its opinions—not arcane editorial codes. § KeyCite is comprehensive. It contains references to
97 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
more publications than any other citator, including complete coverage of West’s National Reporter System and exclusive coverage of more than 1 million unpublished cases. KeyCite also provides more citing references, including references to over 700 law reviews, thousands of ALR annotations and Am Jur 2d articles, USCA, Code of Federal Regulations, statutes from all 50 states, select administrative decisions, state jurisprudence encyclopedias, and numerous treatises. § KeyCite is current. KeyCite is as current as Westlaw itself—the same day a case appears on Westlaw, it is fully represented in KeyCite. For example, case history is added to KeyCite within hours of its addition to Westlaw, and direct history, which traces the case through the appellate process and includes prior and subsequent history, is added to KeyCite within one to four hours of receipt of the opinion at West Group. § KeyCite is preferred. A November 2000 article in Law Office Computing rated KeyCite ahead of Lexis' Shepard's and LoisLaw's GlobalCite. § KeyCite is easy to use. KeyCite uses graphical elements to help users quickly identify and evaluate information. – Status Flags. KeyCite uses status flags to indicate whether a case has negative history and how serious the negative history is. Status flags are also used to indicate whether a statute has been amended or repealed or whether it might be affected by pending legislation. A red flag warns that a case is no longer good law for at least oneA yellow of the flagpoints warns it contains. that a case For has statutes negative (federal history, and butstate), that a
itA hasn'tblue H been indicates reversed that aor case overturned. has some history.For federal statutes, a
A green C indicates that a case has citing references but no
direct or negative indirect history. It is also used within law – Depth of Treatment. KeyCite uses depth of treatment stars to reveal how much one case discusses another. More stars equals more discussion. Examined—The citing case contains an extended
98 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
page of text. Discussed—The citing case contains a substantial discussion of the cited case, usually more than a paragraph but less than a printed page. Cited—The citing case contains some discussion of the cited case, usually less than a paragraph. Mentioned—The citing case contains a brief reference to the cited case, usually in a string citation. – Quotation Marks. KeyCite uses quotation marks to show where one case quotes another. Users can jump to the quoted text within the citing reference.
SPECIFICATION – Description of Database MEET ANTICIPATED Describe the years of coverage of the databases (e.g. from 1995 to the present). (Y/N) ENHANCEMENT Provide a statement that describes the range of coverage currently available and (DATE) the ongoing development of the databases including specific time related goals (e.g. databases dating back to 1990 under development with completion expected in 2002).
RESPONSE Westlaw contains more than 16,000 databases and more than 242 million documents. Coverage varies depending on the type of data and specific databases. For example: § Westlaw has complete coverage of all published federal case law, as well as many unpublished opinions. § Westlaw has complete coverage of current federal statutes and has archival statutes back to 1990. § Westlaw has complete case law coverage for all state court opinions published in West’s National Reporter System®. Westlaw also contains many unpublished state appellate court opinions and selected state trial court opinions.
Complete coverage information is provided in the Westlaw Database Directory and at directory.westlaw.com.
West Group is continually investigating the feasibility of developing new databases and extending the coverage of existing databases (where possible). Each extension and development project requires the formulation of a business case and extensive evaluation. A final decision whether or not to proceed with a project is dependent upon such factors as potential usage, number of customer requests for the data, and how the additional data would complement existing data.
99 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
SPECIFICATION – Description of Database MEET ANTICIPATED Are the databases indexed? If so, describe indexing method. (Y/N) ENHANCEMENT (DATE)
RESPONSE The Table of Contents Service (TOC) contains the tables of contents for publications such as United States Code Annotated, Code of Federal Regulations, Uniformed Laws Annotated, state statutes, court rules and administrative materials, municipal codes, United Kingdom statutes and statutory instruments, and treatises and practice guides. The TOC service allows users to view a document in the context of the sections surrounding it and to retrieve related sections. Index databases, such as the United States Code Annotated – General Index database (USCA-IDX), contain two types of index documents: documents that contain main index headings and all references under those headings, and an alphabetical list of all main index headings. Other index databases include Legal Resource Index (LRI), Index to Legal Periodicals (ILP), and Current Index to Legal Periodicals (CLIP).
All Westlaw databases are indexed in the online Westlaw Directory, accessible after signing on to Westlaw. The Westlaw Directory can be browsed by clicking the plus (+) or minus (-) symbols.
The Westlaw search engine also indexes words and uses an order of processing in retrieving research results. For example, when using a Natural Language query, Westlaw removes common words such as “is” and “for”, identifies legal or other phrases and puts them in quotation marks, generates variations of the search terms by use of a stemming program, and then searches for the legal phrases and other significant search terms. Based upon the frequency with which each concept appears in the database and in each document, advanced statistical methods are used to retrieve documents that most closely match the descriptive query. Then documents are ranked so that the one with the greatest likelihood of matching the description is displayed first. However, not all concepts are weighted equally; actual ranking is based on both the number and the importance of the concepts they contain. Concept importance is determined by the probability that the concept accurately describes the content of the retrieved document and also the uniqueness of the concept.
100 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
When using the Terms and Connectors (Boolean) search method, Westlaw automatically retrieves regular plurals and common irregular plurals of words. Westlaw will also retrieve the possessive form of a word when the non-possessive form is used as a search term. Root expanders (e.g., !) and universal characters (e.g., * or **) allow retrieval of words with variant endings or internally variant characters. For example, tax! will retrieve tax, taxes, taxable, taxation, taxpayer, taxing, taxi, etc. ; s****holder will retrieve shareholder, stockholder, etc., and kn*w retrieves know and knew. Exact phrases are searchable as well by placing the words within quotation marks.
Westlaw also has the ability to search terms within designated proximities or relationships to each other by use of connectors. There are five types of connectors: AND, OR, grammatical, numerical, and exclusionary. The AND connector requires that both terms appear somewhere in the document. The OR connector requires that one of the terms appear in the document. Grammatical connectors require that the search terms occur within the same grammatical unit: a paragraph or sentence. Numerical connectors require that search terms occur within a certain number of words of each other. The exclusionary connector excludes documents that contain certain terms or relationships. Westlaw ordinarily processes connectors in a specific order: OR, numerical, grammatical, AND, and exclusionary.
SPECIFICATION – Description of Database MEET ANTICIPATED How frequently are the databases updated? Describe the procedures for (Y/N) ENHANCEMENT updating databases. (DATE)
RESPONSE West Group is committed to providing its customers with the most current information in the legal information industry. To accomplish this goal, Westlaw databases are continuously updated and enhanced on an ongoing basis (many individual databases are updated on a daily basis). Frequency of updates to Westlaw databases varies depending upon the particular database, the jurisdiction, and the source of the data. For example, full-text U.S. Supreme Court opinions, as well as the full text of any concurrences or dissents, are generally available on Westlaw within 10 minutes of the time they are issued. Updating schedules and procedures for other types of Westlaw data and features are as follows: 101 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
§ KeyCite, West Group’s exclusive citation research service, is the most up-to-date and comprehensive source for case law verification and research. Direct history is added to KeyCite within 1–4 hours after an opinion is received. Citing references are available as soon as a case is added to Westlaw. § West Group works with various courts to receive opinions electronically to facilitate a “quick load” to Westlaw. For example, the cases from more than 20 state courts are available on Westlaw as soon as they are received. When an opinion is handed down from one of these courts, the court sends the opinion electronically to West Group, where a preset conversion loads the opinion to Westlaw. Plans are in place to extend this quick-load process to all appellate jurisdictions. § State statutes are generally updated 1–5 times each year. Statutory databases on Westlaw are updated as new legislation is received from each jurisdiction. Newly enacted legislation is loaded to a legislative service database on Westlaw within days of receipt. These databases are also updated at the end of each legislative session (including special sessions). Statutory databases licensed from a third-party vendor are updated at least annually at the end of the legislative session.
Statutory databases are updated by integrating the approved laws into the existing statutory database. An editor uses the approved laws to either add a new section to the statutes or update an existing statutory section. The editor also writes the editorial enhancements, such as the enacting law number, historical and statutory notes, library references, and notes of decision. § Uncodified state and federal legislation, as well as court orders, is always available on Westlaw before it is available in West Group’s legislative service print products. Availability on Westlaw varies by state because the manner in which each state makes legislation and court orders available affects its availability on Westlaw. Generally speaking, “slip” legislation is available on Westlaw within 2–5 days of receipt at West Group; editorially enhanced versions are released shortly after the “slip” versions. § State court rules are generally updated annually. § State attorney general opinions vary with receipt from the state, but are generally updated within 3–5 days of receipt. § Congressional Record database is generally updated within 1–3 days of issuance. § United States Code Annotated database is update semi- quarterly.
102 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
§ Public Laws are generally available on Westlaw within 24 hours of receipt. § Federal Register material is generally available on the same day of release. § Code of Federal Regulations is generally updated quarterly. § Regulatory and administrative databases are generally updated within 7 days of issuance. § Westnews databases are updated at varying intervals. Some newspapers, such as the New York Times and the Wall Street Journal, are updated daily. Most newspaper databases are updated weekly, monthly, or quarterly. Some business information databases are updated annually. It is generally the industry standard that a publisher of data will only release their content to the licensees after the printed publication has been completed. § Westlaw Public Records databases are updated as the data becomes available from the source. Some public records databases are updated daily, while others are updated weekly, monthly, or quarterly, or twice annually. West Group works with our data suppliers to ensure that West Group is receiving the most current data available. § Specialty databases (e.g., IRS Cumulative Bulletin, News Releases, Private Letter Rulings) are generally available on Westlaw 1–3 days after release. § Updates to databases containing material from third-party sources are dependent upon receipt of the updates from the vendors. Non-statutory databases licensed from third-party data providers are updated at least annually and often times quarterly. § Some databases contain content that is not conducive to frequent updates. These databases are systematically updated on a basis that is commensurate with the character and quantity of the content contained in the database.
Editorial and Data Verification Processes In addition to providing its customers with access to the most comprehensive collection of legal databases, West Group also provides exclusive editorial enhancements and the certainty that the information available in our databases is accurate.
Editorial Enhancements West Group’s exclusive editorial enhancements have been relied upon for more than 125 years. These enhancements allow users searching for legal concepts to increase the number of relevant documents that are retrieved. The use of standardized terms in close proximity and terms describing legal relationships have a
103 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
direct impact on the number of relevant cases retrieved in a Westlaw search.
The following are among the many editorial enhancements provided by West Group attorney-editors: § Synopses. Each West Group case synopsis (more than 60,000 created annually) summarizes the main holdings of a case and brings into close proximity the legal principles, procedural history, and related facts in the case. At a glance, users can determine whether a case is potentially relevant to their research. § Headnotes. West Group attorney-editors write headnotes for every distinct point of law in each case, resulting in over 350,000 headnotes created annually. These headnotes, which are classified to the Topic and Key Number System, help users find more relevant cases and include terms describing legal relationships and standard, consistent terminology. More than 20 million headnotes are available on Westlaw. § Key Numbers. The West Key Number System, available exclusively on Westlaw, is the master classification system of U.S. law and is widely regarded as the cornerstone of effective legal research. Key numbers are assigned to every point of law in every published case, and these key numbers help users to quickly find other cases that address the exact point of law being researched. § Annotations. West Group’s United States Code Annotated (USCA) and annotated state statutes give users valuable assistance in applying and interpreting statutes. The statute annotations provided by West Group include statutory credits, historical and statutory notes, library references, and notes of decision. § Parallel Citations. Over 500,000 parallel citations are added to Westlaw each year to help ensure accurate and convenient research. § Additional Terms. Case synopses and headnotes contain terms that may not have been used by the authoring judge. These additional terms include synonyms, acronyms, terms of art, and the popular names of statutes, as well as words that describe the legally significant relationships between the parties (e.g., landlord and tenant, husband and wife). As a result, a Westlaw search can retrieve relevant cases that an opinion-only search would miss.
West Group attorney-editors are extending the coverage of these editorial enhancements to unpublished opinions. For example, the
104 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
unpublished opinions of the U.S. Courts of Appeals from 2000 to present now have West Group’s exclusive editorial enhancements. Eventually, editorial enhancements will be added to other unpublished decisions, including those from the federal district courts, federal bankruptcy courts, and the state courts.
Verification and Correction Process West Group attorney-editors provide the most exhaustive verification and correction process in the legal publishing and information industry today, greatly improving the quality of our content. In fact, West Group is the only legal information provider to engage in these quality control steps to ensure the accuracy and reliability of the data; other legal research services and information service providers merely put the raw opinions online and might never correct errors.
West Group’s thorough 23-step verification and correction process for case law and statutes improves both the quality and quantity of relevant retrievals. Each year, West Group editors § check over 1.5 million case citations and over 700,000 statute citations § correct over 100,000 case citations and 10,000 statute citations § work with the courts to correct over half of the opinions received (courts review and confirm West Group corrections and these corrected opinions are placed on Westlaw)
SPECIFICATION – Description of Database MEET ANTICIPATED Can the vendor customize electronic journals and database collections? (Y/N) ENHANCEMENT Describe current capabilities as well as costs for this service. (DATE)
RESPONSE Westlaw allows users to create their own customized multibase of up to 10 databases, which they can then search using one search request.
105 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
SPECIFICATION – Description of Searching Capabilities MEET ANTICIPATED Does the system allow simple command oriented searching? If so, is searching (Y/N) ENHANCEMENT by author, name, company, title, subject and keywords? (DATE)
RESPONSE Documents within a database on Westlaw are broken into fields. Westlaw allows users to restrict a search to any portion or field of a document’s natural structure. Generally, field restrictions allow for searches over a document’s citation, title, caption, text, and the many sub-parts of annotations (e.g., headnotes or historical notes).
106 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
SPECIFICATION – Description of Searching Capabilities MEET ANTICIPATED Does the system provide for basic and more sophisticated Boolean searching (Y/N) ENHANCEMENT (“and”, “or”, “not”)? Describe the systems functionality in this regard. (DATE)
RESPONSE Westlaw provides the option of using Terms and Connectors searching, which uses Boolean search logic. With Terms and Connectors searching, users retrieve documents with queries using proximity and/or grammatical connectors, root expanders, and field restrictions.
SPECIFICATION – Description of Searching Capabilities MEET ANTICIPATED When long searches are identified, does the system provide options for (Y/N) ENHANCEMENT continuing the search, previewing some of the hits, narrowing the search, or (DATE) terminating the search?
RESPONSE Users can interrupt a search in progress and view the documents retrieved to that point, or they may cancel a long-running search entirely. Searches that result in too many results can be changed to narrow the results.
SPECIFICATION – Description of Searching Capabilities MEET ANTICIPATED Describe other searching features which may be important to end users. (Y/N) ENHANCEMENT (DATE)
Natural Language Searching Westlaw provides the option of using Natural Language searching (WIN®), which lets users enter a question in plain English; Westlaw automatically generates a query based on the entered question. Search results are ranked in relevance order, meaning that the documents containing the highest occurrence of terms in the entered description are ranked first. 107 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Natural Language searching, which helps novice users to immediately search a database without learning a search language, is available for case law and statute databases on Westlaw. The addition of West Group’s editorial enhancements greatly improves the results of Natural Language searching.
Key Number Searching Exclusive to Westlaw, Key Number searching integrates book and computer research by allowing researchers to retrieve documents classified under the same point of law in the West Digest System. When researchers select a case law database that contains decisions reported by West Group, they access a system of full-text decisions and digest paragraphs classified under particular points of law. The Westlaw Key Number Service contains a detailed outline of West’s Digest Key Number System. The Key Number Service can be used to determine, in a context-specific way, the location of a given Topic and Key Number in West’s Digest System.
Table of Contents Searching The Table of Contents service on Westlaw allows researchers to browse through the headings hierarchy (i.e., table of contents) for any body of statutory or regulatory law (i.e., statutes, court rules, and administrative codes).
Template Searching Certain databases on Westlaw provide fill-in-the-blank templates to help users find information. Users simply fill in the blanks with as much or as little information as they like, and Westlaw does the rest. West Group offers 9,000 publication-specific templates for use in finding documents.
Multibase Searching Multibases are collections of related databases that researchers can use to perform global searches. For example, cases from all 50 states are available in the ALLSTATES database, with historical case law available in ALLSTATES-OLD.
Westlaw provides many different types of multibases, including primary law (e.g., all cases or statutes), topic-related primary law (e.g., all tax-related cases or statutes), as well as secondary law (e.g., treatises and periodicals) either by topic or publication type. Some of the more commonly searched multibases include the following: § ALLFEDS contains documents from the U.S. Supreme Court, Courts of Appeal, District Courts, Bankruptcy Courts, Court of Federal Claims, U.S. Tax Court, Military Courts, and related federal and territorial courts. 108 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
§ ALLSTATES contains documents from the state or local courts of all 50 states and the District of Columbia. § ST-ANN-ALL contains the complete sets of annotated statutes from all 50 states, plus the District of Columbia, Puerto Rico, and the Virgin Islands. § TP-ALL provides access to the full text of more than 600 law reviews, legal periodicals, CLE course materials, bar journals, and legal practice-oriented periodicals. § ALLNEWSPLUS contains documents from wires, newspapers, magazines, newsletters, journals, and transcripts.
109 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
SPECIFICATION – Help/Training MEET ANTICIPATED Does the system provide a help function at any time during the search? (Y/N) ENHANCEMENT (DATE)
RESPONSE West Group provides several online support options for its customers, including the following: § Online Help Screens. West Group products include online help information that provides a description of and immediate assistance with the specific products. For example, help pages in westlaw.com are accessible by clicking the Help link on the appropriate westlaw.com screen. § Customer Support Online. Subscribers can obtain fast, up- to-date, in-depth, searchable answers to their questions at www.westlaw.com/customersupport/. They can also reach technical support representatives and the West Group Reference Attorneys via e-mail at [email protected]. § Online Store. Through the West Group Store (www.westgroup.com/store/) customers can order print, CD- ROM, and online products, as well as free Westlaw documentation and brochures. (Many of the documentation pieces are available in PDF format for immediate download.) Customers can also use the store to view current promotions and to locate a West Group sales representative. § Westlaw Software Download Site. Customers can download software from the Westlaw Software Download site at www.westlaw.com/software/. They can also request a copy of the latest software from West Group Customer and Technical Support (1.800.937.8529).
SPECIFICATION – Help/Training MEET ANTICIPATED Does the system include: provision of an on-line general tutorial on conducting (Y/N) ENHANCEMENT searches, provision of different levels of instruction (e.g. beginner, advanced) (DATE) printed training materials, training directly from vendor.
110 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
RESPONSE
General Tutorials (Product Tours) Product tours of several West Group products and services are available online. These tours highlight new Westlaw features and can be found at www.westlaw.com/tours/.
Levels of Instruction West Group training representatives are experts at gauging their students' specific skill levels and customizing the training session to meet the students' specific research needs (e.g., basic Westlaw training is provided to new Westlaw users, intermediate or advanced training is provided to more experienced Westlaw users). Trainers can also customize the training sessions to cover topical subjects relevant to a customer's areas of practice.
Printed Training Materials Appropriate training outlines and reasonable numbers of other support and documentation materials are available at no charge. Additionally, users can order and/or download free Westlaw documentation directly www.westgroup.com/store/.
Training from Vendor Please refer to Consulting & Training Services on page 117 for a thorough description of the training provided by West Group.
SPECIFICATION –Display, Print, Download Function MEET ANTICIPATED Does the system provide screens that are clear and easy to interpret? Labels for (Y/N) ENHANCEMENT fields should be easily interpreted. (DATE)
RESPONSE West Group is on the cutting edge of information technology development and is constantly seeking ways to enhance its products and services so as to make our customers’ research experience more intuitive, efficient, and user friendly.
Westlaw Access Access to Westlaw is available through westlaw.com, which provides Westlaw access via the Web; through WestMate, West Group’s proprietary communications software; and through Westlaw Wireless, which provides wireless access to westlaw.com. westlaw.com® With westlaw.com, users can access West Group’s vast online
111 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
source of value-added legal, business, news, and public records databases via the Internet, without having to install any additional software. Users familiar with West Group’s WestMate software will appreciate the familiar features and functionality of westlaw.com. The benefits of using westlaw.com include the following: § Access through the Web—no proprietary software needed. § Seamless updates so that users always have the most recent Westlaw enhancements. § Easy access with any existing Westlaw password, so users can begin researching online right away. § Secure sign-on to maintain confidentiality of Westlaw passwords. § Personalized user names and passwords to facilitate Westlaw access. § An interface that can be personalized to help users conduct research more efficiently. § A split-page display that allows users to see related information right next to the displayed Westlaw document. § Dual-column formatting for downloading and printing case law documents so that documents look similar to those in West Group reporters. § Hypertext links that allow users to jump to references within the same document, to documents in other databases, or to services such as KeyCite.
The key features of westlaw.com include the following: § Personalization. Users can personalize the westlaw.com interface to help them complete their research tasks even more efficiently. Tabbed custom pages for federal and state jurisdictions and for practice areas are available as various starting points for their research. The My Westlaw feature lets users add the content and services they use most often and remove the features or databases that they use infrequently to create a personalized research environment. In addition to being able to personalize the westlaw.com interface, users can create personalized user names and passwords. Personalized usernames and passwords are easier to remember and help facilitate access to westlaw.com. (Each personalized username and password combination is tied to an original Westlaw password, but it doesn’t replace it.) § Information Tabs. Information Tabs improve navigation and allow easy side-by-side comparisons of related information. These tabs can be used to view KeyCite results, tables of contents and notes of decisions for statutes, and other relevant
112 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
information without leaving the original document. § Research Trail. The Research Trail lists all of the queries and research steps for the current and previous research sessions, which enables users to easily track or revisit a previous step in a research session. Users can also add personal notes about a particular task or session in their research trail. § Link Viewer. The Link Viewer lets users view or print the full text of a referenced document without leaving the original document. When a user clicks a link, the new document is displayed in a smaller window. This helps users explore useful research tangents without fear of getting lost. § Two-Click Printing. Two-click printing lets users to print or send the document they are viewing to most destinations with just two clicks of the mouse. § Most Cited Cases. The Most Cited Cases feature retrieves a list of cases that are most often cited for a particular point of law. In addition to cases, the list may include selected ALR and Am Jur 2d articles, law review articles, and other secondary sources that discuss the point of law. The Most Cited Cases feature uses the power of the West Key Number System and the Custom Digest service so users can be assured of a thorough and accurate search. § Custom Digest. Every legal issue in a case published by West Group is identified and summarized in a headnote, then assigned a topic and key number. The Custom Digest contains the complete topic and key number outline used by West Group attorney-editors to classify headnotes. It allows users to create their own custom digest based on the combination of West topic and key numbers they choose and the jurisdiction they select. A document is retrieved for each topic and key number selected. Each document contains all the case law headnotes classified under a specific topic and key number in the selected jurisdiction. § Smart Database Entry. Users can access a database by typing its name or identifier or a description of the database. § Copy with Reference. The Copy with Reference feature automatically adds citation information when text from a Westlaw document is copied to a word-processing document. § Wizards. The Find a Database wizard can help users locate relevant databases for their research. Wizards are also available that can help locate a person or a company.
WestMate® WestMate is West Group’s proprietary software that allows users to access Westlaw and complete a Westlaw research session
113 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
accurately and efficiently. WestMate is available to subscribers at no extra charge.
WestMate functionality includes an intuitive graphical interface that helps users easily navigate Westlaw databases, services, and search results with context-sensitive command buttons and Help, a customized toolbar, and the Westlaw Directory. WestMate also includes a project log, online images, single-screen printing and downloading, the ability to retain multiple search results, and print and store-to-disk capabilities, which include full-document downloading and book-style printing. In addition, WestMate provides one-click access to several other West Group services and features, including KeyCite, KeyCite Alert, Table of Authorities, Find, WestClip, and the Key Number Service.
Westlaw access via WestMate can be completed by dialing a local data network or via the Internet. Versions of WestMate are available for Windows 2000, 98, 95, and 3.1, and Windows NT, as well as Macintosh.
Westlaw Wireless™ Westlaw Wireless is a mobile version of westlaw.com. It allows legal professionals to access virtually all of the content on Westlaw using a personal digital assistant (PDA) from wherever they may be. (Tables, forms, images, and databases with search templates, including Dialog databases, are not available on Westlaw Wireless.)
With Westlaw Wireless, users can § find and retrieve the full text of a document by entering a citation or the party names (text is delivered in 5 KB increments) § use WestFind&Print to locate and print the full text of up to five documents to the destination of their choice (e.g., multiple e-mail addresses, stand-alone printer) § use KeyCite to ensure that a case or statute is good law § search more than 15, 700 Westlaw databases using Terms and Connectors or Natural Language searching § search multiple databases with one search request § receive KeyCite Alert and WestClip results § access the West Legal Directory (WLD) to find a lawyer, law firm, courthouse, or legal vendor § e-mail the full text or web address of Find, KeyCite, or search results to multiple recipients instantly
Westlaw Wireless is available to subscribers at no additional
114 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
charge. Access requires a compatible wireless PDA, an active account with a wireless service provider, and a valid Westlaw password.
115 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
SPECIFICATION – Display, Print, Download Function MEET ANTICIPATED Does the system provide a method of specifying items to print or download? (Y/N) ENHANCEMENT (DATE)
RESPONSE Users can deliver print requests to a printer, fax machine, or e-mail address; download files; or save delivery requests on Westlaw for up to 30 days in the Offline Print Directory (OPD). The OPD lists all pending print and download requests made during the current research session, as well as any requests saved from earlier sessions.
Users can select the format of their requests (e.g., Microsoft Word, Corel WordPerfect, HTML, PDF, ASCII). In addition, Westlaw printing provides features such as dual-column printing, highlighted search terms, and delivery during the research session or at sign off.
Star Page Printing When star paging is available for a document, users can print specific Star Pages for that document.
WestFind&Print™ WestFind&Print provides an efficient and convenient method to locate and print the full-text of documents on Westlaw by entering document citation numbers. Users can also print related information from services such as KeyCite and Table of Authorities and can control the print destination (e.g., e-mail, download, standalone/attached printer, wireless device). WestFind&Print can process up to 99 citations at one time.
116 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Consulting & Training Services To assist users in fully realizing their Westlaw research potential, West Group will provide Westlaw training at no additional charge. This training can be done on-site or at any of our Information Centers and is coordinated by Westlaw Account Managers and Representatives. These representatives are all attorneys whose educational and professional backgrounds ensure that they are knowledgeable about customers’ research and technical needs. West Group will work with customers to implement appropriate training plans and schedules to meet their specific training needs.
On-Site Training West Group can provide individualized one-on-one or small group training sessions at a customer's site. These training sessions are taught by West Group's professional training staff. These training representatives are experts at gauging their students' specific skill levels and customizing the training session to meet the students' specific research needs. Trainers can also customize the training sessions to cover topical subjects relevant to a customer's areas of practice. More information regarding West Group’s on-site training program can be found at www.westlaw.com/training/.
Instruction at West Group Information Centers Westlaw instruction is available at West Group Information Centers throughout the United States (and in London, England). Legally trained account representatives offer basic through advanced Westlaw classes and topical seminars on a variety of subjects. All training in the centers is free of charge to current Westlaw subscribers. More information regarding West Group’s Information Centers can be found at www.westlaw.com/training/infocent.wl.
Telephone Training Personalized one-on-one Westlaw telephone training is available to Westlaw users. West Group's telephone trainers are licensed attorneys who provide initial and advanced training to West Group customers on the use of Westlaw, westlaw.com, KeyCite, and other West Group products and services. Telephone trainers have extensive experience, and receive on-going training to keep abreast of new teaching methods, software and hardware developments, advances in information processing, competitors’ products, and current legal trends. Telephone Training Support is available 7:00 a.m. to 7:00 p.m. CST, Monday through Friday. More information regarding West Group’s telephone training can be found at www.westlaw.com/training/phone.wl or call 1.800.328.0109.
Product Tours Product tours of several West Group products and services are available online. These tours highlight new Westlaw features and can be found at www.westlaw.com/tours/.
Training Schedules Westlaw account managers will work with customers’ designated contacts to coordinate training schedules. Appropriate training outlines and a reasonable number of other support and documentation materials will be provided at no charge.
117 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Continuing Legal Education (CLE) As an added benefit to Westlaw users, many Westlaw classes and topical seminars have been pre- approved for CLE credit by many state bars. More information regarding continuing legal education materials on Westlaw can be found at www.westlaw.com/dboptions/cle/.
118 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Appendix G Submission # 5
Westlaw Subscriber Agreement
119 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
SUBSCRIBER AGREEMENT entered into between (“Subscriber”) and WEST GROUP (“West”) regarding Westlaw, its computer assisted legal research service, as follows 1. License. a. Grant. Subscriber is granted a non-exclusive, non-transferable, limited license to access Westlaw. Westlaw consists of various West-owned and third party databases, services, functions and remotely-accessed gateways (collectively “Features”) which may change from time to time. Access to certain Features may be restricted. Subscriber is licensed to use data made available on Westlaw (“Data,” which includes “Downloaded Data” as defined below) solely in the regular course of legal and other research and related work. Certain Features are licensed subject to paragraphs 2 through 5 or subject to “Additional Terms” (as defined below), all of which take precedence over the license granted in this paragraph. Except as otherwise provided with respect to certain Data, the license includes the right to download and temporarily store insubstantial portions of Data (“Downloaded Data”) to a storage device under Subscriber’s exclusive control solely (i) to display internally such Downloaded Data and (ii) to quote and excerpt from such Downloaded Data (appropriately cited and credited) by electronic cutting and pasting or other means in memoranda, briefs and similar work product created by Subscriber in the regular course of its research and work. Subscriber may also create printouts of Data for internal use and for distribution to third parties if such third parties agree not to further distribute the printouts. b. Limitations. Subscriber may not copy, download, store, publish, transmit, transfer, sell or otherwise use the Data, or any portion of the Data, in any form or by any means, except (i) as expressly permitted by this Subscriber Agreement, (ii) with West’s prior written permission, or (iii) if not expressly prohibited by this Subscriber Agreement or by the “Additional Terms”, as allowed under the fair use provision of the Copyright Act (17 U.S.C.A. § 107). Downloaded Data shall not be stored or used in an archival database or other searchable database except as expressly permitted by this Subscriber Agreement . Subscriber shall not sell, license or distribute Data (including printouts and Downloaded Data) to third parties or use Data as a component of or as a basis for any material offered for sale, license or distribution. c. Rights in Data. Except for the license granted in this Subscriber Agreement, all rights, title and interest in Data, in all languages, formats and media throughout the world, including all copyrights, are and will continue to be the exclusive property of West and other contributors (“Contributors”). d. Additional Terms and Conditions. Certain Features are governed by terms and conditions, including charges, which are different from those set forth in this Agreement (“Additional Terms”). Subscriber will be given an opportunity to review Additional Terms by receiving notice of such Additional Terms in writing or online or by such other means as West may determine. Additional Terms may be modified effective upon West giving Subscriber notice (in writing, online or otherwise) of the modification. By using Features governed by Additional Terms, Subscriber agrees to, and will be obligated to comply with, all such Additional Terms as well as the terms and conditions in this Agreement. All Additional Terms will be considered part of this Agreement. 1. 2. West Proprietary Data. Subscriber may, via Westlaw functionality, direct West to transmit West-proprietary documents (i.e., documents not licensed from third parties) in electronic format to internal user(s) or to a third party who is an individual if such third party agrees not to further disseminate such documents. Subscriber acknowledges its responsibility in assuring compliance with the foregoing by any third party to whom Subscriber transmits West-proprietary documents pursuant to the preceding sentence. Direct transmission of electronic copies by Subscriber is prohibited, except as provided in the electronic brief terms set forth herein. West further grants a non-exclusive, non-transferable, limited license to individual Westlaw users within Subscriber entities to store and use West-proprietary Downloaded Data (as defined above) in a searchable database maintained in connection with an ongoing project of the user (“Project Database”). Such database must consist preponderantly of users’ work product with access limited to those internal users actively working on the project. The West-proprietary Downloaded Data may be maintained in the Project Database so long as the project remains active or until any termination of the Subscriber Agreement, whichever occurs first. Retention of Downloaded Data in a Project Database after the project ends, in an archival database as used as a research tool or in a database accessible to external users is prohibited. West further grants to Subscriber a limited, non-exclusive, non-transferable license to include West-proprietary Downloaded Data in briefs prepared for a specific cause of action for a specific court in an electronic format. Distribution or dissemination of such West-proprietary Downloaded Data in connection with or as part of a brief is limited to the court before which the cause of action is to be heard, the parties to the cause of action, or their representatives. Any further distribution is prohibited without written permission of West. West-proprietary Downloaded Data included in such briefs must retain West Group copyright notices and indicate that use of, distribution and dissemination to the permitted parties is with the permission of West. 3. West Legal Directoryä. Subscriber may use Data contained in West Legal Directory (“WLD”) internally in the regular course of Subscriber’s business. Subscriber may also create printouts of insubstantial portions of Data consisting of individual WLD listings or selected names and addresses for its own use. Use of WLD to create mailing or marketing lists for commercial purposes or for distribution to third parties is prohibited. 4. Public Records Databases. Public records databases consist of third party public records databases and filings as identified in the Westlaw Directory (“Public Records Databases”). Subscriber shall not use Public Records Databases in a manner contrary to or in violation of any applicable federal, state, or local law, rule or regulation, including without limitation the Fair Credit Reporting Act (15 U.S.C.A. § 1681 et seq.). Subscriber certifies that it will not use any credit information obtained by it from Public Records Databases as a factor in establishing a consumer’s eligibility for credit or insurance to be used primarily for personal, family, or household purposes, for employment purposes or for governmental licenses. 5. Dow Jones Interactive® on Westlaw. a. License. Dow Jones Interactive (“DJI”) on Westlaw is the property of Dow Jones & Company, Inc. (“Dow Jones”) and its licensors. Subscriber’s access and use of DJI on Westlaw is governed by the terms and conditions of the Subscriber Agreement and this paragraph. Certain DJI on Westlaw Databases are subject to Additional Terms (as defined above) as set forth in the Scope screen for each DJI on Westlaw Database. Data and information made available on DJI on Westlaw (“DJ Data”) may be accessed and used solely by Subscriber’s employees who are members of the “Legal Market” as defined below (“Permitted Users”). DJ Data may be manipulated, analyzed, reformatted, printed and displayed by a Permitted User on his or her terminal solely in the course of Subscriber’s legal, tax, accounting and related research and work. Subscriber may not, and may not allow any Permitted User to reproduce, retransmit, disseminate, sell, distribute, publish, broadcast or circulate DJ Data, except that Permitted Users may, on an occasional basis, print insubstantial portions of DJ Data and make such printouts available in non-electronic form only to a limited number of Permitted Users for internal, non-commercial use. b. Legal Market. “Legal Market” means (i) all lawyers, paralegals and support personnel in law firms, legal research firms and legal departments of corporations; (ii) all persons who support, enforce, administer, study, create or counsel with regard to the law in executive, legislative and judicial branches of federal, state and local governments; (iii) tax and accounting professionals and related support staff in accounting, employee benefits, actuarial and tax consulting firms and tax and accounting departments of corporations or governmental bodies (but not including those employees who engage in the buying and selling of negotiable financial instruments for such firms or corporations or their customers’ accounts); and (iv) all faculty, students and support staff in law, tax and accounting schools. Subscriber may not permit access, use or redistribution of DJ Data by or to any person or entity which is not a member of the Legal Market (including third parties and employees of Subscriber who are not members of the Legal Market). 6. Disclaimer of Warranties and Limitation of Liability. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SUBSCRIPTION AGREEMENT, ANY SCHEDULE OR LICENSE AGREEMENT, WESTLAW, FEATURES, DATA (INCLUDING DJ DATA), SOFTWARE AND WESTLAW.COM ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. CONTRACTOR SHALL USE REASONABLE EFFORTS TO ENSURE THAT CONTRACTOR’S SERVER OR SERVERS HAVE SUFFICIENT CAPACITY AND RATE OF CONNECTIVITY TO PROVIDE ALL AUTHORIZED USERS AND THEIR END USERS WITH A QUALITY OF SERVICE COMPARABLE TO CURRENT STANDARDS IN THE ON-LINE INFORMATION PROVISION INDUSTRY IN THE AUTHORIZED USER’S LOCALE. CONTRACTOR SHALL USE REASONABLE EFFORTS TO RESTORE ACCESS TO THE PRODUCTS AS SOON AS POSSIBLE IN THE EVENT OF AN INTERRUPTION OR SUSPENSION OF SERVICE. IN THE EVENT THAT ACCESS TO THE PRODUCTS IS NOT RESTORED IN A
120 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
REASONABLE TIME, CONTRACTOR WILL PROVIDE APPROPRIATE REIMBURSEMENT TO THE AUTHORIZED USER IN AN AMOUNT PROPORTIONAL TO THE TOTAL FEE FOR THE PRODUCTS HAD THEY BEEN AVAILABLE TO THE AUTHORIZED USER, PROVIDED THAT CONTRACTOR’S SYSTEM IS NOT FULLY AVAILABLE TO AUTHORIZED USER(S) AND THAT INTERRUPTION OR SUSPENSION OF SERVICE IS DUE TO A MALFUNCTION OR LIMITATION IN THE CONTRACTOR’S SYSTEM DUE TO NO FAULT OR FAILURE EXTERNAL TO THE SYSTEM. “FULLY AVAILABLE” IS DEFINED AS THE CONTRACTOR’S SYSTEM ALLOWING AUTHORIZED USER(S) TO LOG ONTO THAT SYSTEM, SEARCH ANY DATABASE, AND RETRIEVE AND DOWNLOAD THE REQUESTED INFORMATION. THE CONTRACTOR IS NOT RESPONSIBLE FOR INTERRUPTION OR SUSPENSION OF SERVICE RELATED TO THE INTERNET, AN INTERNET SERVICE PROVIDER (“ISP”), OR TO ANY TELECOMMUNICATIONS CARRIER. IN NO EVENT SHALL WEST, ITS AFFILIATES AND/OR CONTRIBUTORS BE LIABLE TO SUBSCRIBER FOR ANY CLAIM(S) RELATING IN ANY WAY TO (i) SUBSCRIBER’S INABILITY OR FAILURE TO PERFORM LEGAL OR OTHER RESEARCH OR RELATED WORK OR TO PERFORM SUCH LEGAL OR OTHER RESEARCH OR WORK PROPERLY OR COMPLETELY, EVEN IF ASSISTED BY WEST, ITS AFFILIATES OR CONTRIBUTORS, OR ANY DECISION MADE OR ACTION TAKEN BY SUBSCRIBER IN RELIANCE UPON DATA (SPECIFICALLY INCLUDING DJ DATA); (ii) ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO SUBSCRIBER’S RIGHTS UNDER THIS AGREEMENT OR USE OF, OR INABILITY TO USE, WESTLAW, FEATURES, DATA , SOFTWARE OR WESTLAW.COM, EVEN IF WEST, ITS AFFILIATES AND/OR CONTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (iii) THE PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING, OR DELIVERING DATA, SPECIFICALLY INCLUDING DJ DATA. FURTHER, WEST SHALL HAVE NO LIABILITY WHATSOEVER TO SUBSCRIBER FOR ANY CLAIM(S) RELATING IN ANY WAY TO ANY THIRD PARTY FEATURE. SUBSCRIBER ALSO ACKNOWLEDGES THAT DJ DATA MAY INCLUDE VIEWS, OPINIONS AND RECOMMENDATIONS OF INDIVIDUALS OR ORGANIZATIONS WHOSE THOUGHTS ARE DEEMED OF INTEREST, AND THAT WEST AND DOW JONES DO NOT ENDORSE SUCH VIEWS, GIVE INVESTMENT, TAX OR LEGAL ADVICE, OR ADVOCATE THE PURCHASE OR SALE OF ANY SECURITY. 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 LIFE OF ANY URL. SUBSCRIBER ACKNOWLEDGES THAT PROVISION OF WESTLAW ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA OR DAMAGE TO MEDIA. 7. Responsibility for Certain Matters. Subscriber may access Westlaw from additional Subscriber locations upon prior notice of such location. Subscriber is responsible for notifying West Group in writing of persons to whom Westlaw passwords are to be issued or from whom passwords are to be revoked. Subscriber is solely responsible for maintaining security of Westlaw passwords. Subscriber is also responsible for all access to and use of Westlaw, including Features, Software and westlaw.com by Subscriber’s personnel or Westlaw passwords, whether or not Subscriber has knowledge of or authorizes such access and use.
121 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
APPENDIX I
WESTLAW PRICING FORM
122 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Westlaw Pricing Form New York State Master Service Agreement Comptroller’s Contract Number ______Dated: ______Westlaw Contract Reference Number ______New Westlaw Subscriber:____ Current Westlaw Subscriber:____ Authorized User: ______Westlaw Pricing Form: Effective Date: ______Address: ______Plan Option: ____ (A) Combined Hourly / Combined Transaction ______(B) Per Professional ______Contact: ______Phone: ______Fax: ______
This “Westlaw Pricing Form” is offered by West Publishing Corporation dba West Group to the Authorized User named above pursuant to the Master Service Agreement with New York State, bearing New York State Comptroller’s Number ______, a copy of which is delivered herewith to Authorized User, and, other than the special pricing offered below, is governed by all terms and conditions stated therein as to the Authorized User’s use of Westlaw services and the obligations of West. Both parties agree to be bound accordingly. Neither party can modify the terms of that agreement as they apply to Authorized User’s use of Westlaw services, other than a modification lowering rates as set forth below. The execution of this “Westlaw Pricing Form” shall constitute a modification of the Master Service Agreement as to this Authorized User only, which shall not require application of these rates to other Authorized User/Authorized Users under that agreement. Prior to its becoming effective, an executed copy of this “Westlaw Pricing Form” must be forwarded by the Authorized User to the following: New York State Office of General Services, Empire State Plaza - Corning Tower, 38th Floor, Albany New York 12242.
123 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
OPTION A INTERNET ACCESS OPTION B - Per COMBINED HOURLY / MSA westlaw.com Professional MSA TRANSACTION USAGE PLAN PRICING UNLIMITED USAGE PRICING PLAN Search Internet access via Per Search Monthly Subscription Charge Waived Classificati westlaw.com Rate on is included Standard Databases- Monthly Aggregate Per Charge 1 $ Professional for 2 All Users Under MSA $ 0 - 100 $ 3 1-40 101 - 200 4 41-60 201 - 350 5 61-100 351 - 500 6 101-150 501 - 700 7 151-200 701 - 1000 8 201-250 1000+ 9 251-300 10 301-350 11 351-400 12 401-450
124 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
13 451-500 14 501-550 15 551-600 16 601+ 17 801+
OPTION A OPTION B UNLIMITED MSA westlaw.c COMBINED HOURLY USAGE westlaw.com PER PROFESSIONAL PLAN PRICING om PLAN Special Usage Charges-Multiplier Search Westlaw Standard Databases Per Search Allfile Databases $ Classificati Allfile Databases Rate Super Allfile Databases ons Super Allfile Databases Highlights Databases Highlights Databases Basic Databases See See Above Basic Databases Specialty Databases Above DJN/R on Westlaw Databases Premium Premium BNA & ENFLEX Databases
Communications Charges Waived Communications Charges Offline Transmission Charges/Stdrd Offline Transmission Line $ Chg/Stdrd Line Westlaw Databases DJN/R on WESTLAW Excluded Charges: $ DIALOG on WESTLAW Specialty Databases Westprint Handling Charge N/A Premier Database KR Source One Same as BNA + ENFLEX Databases Usage/Communications to Storage MSA WESTLAW PUBLIC Device Pricing RECORDS
125 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
Dialog on WESTLAW KR Source One Training Charges Training Charges Features Charges Features Charges EZ Access (+Usage charges apply) $ EZ Access Offline Automated Cite Check (No Offline Automated Cite Check Usage $ Charges apply): KeyCite Table of Authorities QuoteRight Westclip Find Continuous Clipping Content Verification Westclip IMAGES Continuous Clipping Monthly Storage Charge WESTLAW PUBLIC IMAGES, per image printed RECORDS Usage Charges Apply to Image Transaction Charges- See Printing MSA WESTLAW PUBLIC RECORDS Usage Charges/search- See Hourly charges MSA Transaction Charges- See MSA Usage Charges/search- See MSA Offline Transmission Chrgs- See MSA
126 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
OPTION A OPTION B UNLIMITED westlaw.com MSA COMBINED HOURLY / westlaw.com PER PROFESSIONAL PLAN PRICING TRANSACTION USAGE PLAN DIALOG DIALOG 1 $ 1 $ 2 2 3 3 4 4 5 5 6 6 7 7 8 8 9 9 + Transaction Charges - See + Transaction Charges - See MSA MSA + Other WESTLAW Charges-See + Other WESTLAW Charges- MSA See MSA
WestDockets – search by name - Federal Index WestDockets – search by name - view document from name search - Federal Index - search by docket number view document from name search search by docket number Gateways Gateways
IN WITNESS WHEREOF, the parties have executed this Westlaw Pricing Form, as an amendment to New York State Government Master Service Agreement, bearing New York Comptroller’s Contract Number C______, as of the day and year first written above. All other terms and conditions of that agreement shall apply as between the parties.
127 Revised 06/24/02 NEW YORK STATE OFFICE OF GENERAL SERVICES ON-LINE DATABASE SERVICES
WEST PUBLISHING CORPORATION AUTHORIZED USER By:______By:______Name: Name
Title:______Title:______
Date:______Date______
128 Revised 06/24/02