200000000622.pdf
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- Attached to
- Michigan State Police MI|MA250000001205
- Contract number
- MA250000001205
- Issued by
- Michigan
About this file
This document is a multi-year state contract between the State of Michigan and West Publishing Corporation (Thomson Reuters) for statewide legal research databases and legal print products. The contract involves multiple Michigan state agencies and departments, including the Department of Technology, Management and Budget (DTMB), Attorney General's Office, Department of Education, Department of Natural Resources, Michigan State Police, and various other state governmental entities. The contract is designed to provide legal research resources and services across Michigan's government landscape.
The contract, numbered MA200000000622, provides comprehensive legal research access through Westlaw, with multiple service options ranging from basic legal research to advanced packages including public records and specialty databases. The initial contract term runs from April 1, 2020 to March 31, 2025, with the potential for five additional one-year renewals, extending potentially to March 31, 2030. The estimated aggregate contract value is $5,100,000, with pricing structured in tiered user-based monthly rates. Agencies can select from different research packages (Options 1-3), including basic legal research, public records access, and specialty database configurations. The contract also includes provisions for print product purchases, patron access for the Library of Michigan, and custom package options, with pricing designed to accommodate varying agency needs and user volumes.
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STATE OF MICHIGAN
ENTERPRISE PROCUREMENT
DTMB
320 S Walnut Street Lansing, MI 48933 P.O. Box 30026, Lansing, MI 48909
CONTRACT CHANGE NOTICE
Various Emily Massa
(517) 897-7321 massae@michigan.gov
STATE CONTACTS
DTMBC
ontract
A dm inistrator
Program
M anager
Various
WEST PUBLISHING CORP
2900 Ames Crossing Road, suite 100 Eagan MN 55121
Lisa McMahon
763-326-4065 lisa.mcmahonbailey@thomsonreuters.com
CV0050333
N
EW
C O
N
TR
A C
TO
R
CONTRACT SUMMARY
STATEWIDE LEGAL RESEARCH DATABASES AND LEGAL PRINT PRODUCTS
INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE BEFORE April 1, 2020 March 31, 2025 5 - 12 Months March 31, 2027
PAYMENT TERMS DELIVERY TIMEFRAME
ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING
MINIMUM DELIVERY REQUIREMENTS
N/A
P-Card Direct Voucher (PRC) Other NoYes
N/AN/A
Contract Number MA200000000622 to
WEST PUBLISHING CORP
610 Opperman Drive Eagan MN 55123
Erin Cicarella
216-645-7060 erin.cicarella@thomsonreuters.com
CV0050333
C U
R R
EN
T C
O N
TR
A
C
TO
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Change Notice Number 4
DESCRIPTION OF CHANGE NOTICE
OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE
CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE
12 Months May 31, 2030
$5,100,000.00 $0.00 $5,100,000.00
DESCRIPTION
Effective July 9th, 2025, the following changes are now incorporated into this contract.
1. The remaining three option years on this contract are now utilized. The new contract expiration date is March 31, 2030.
2. Pricing for the Michigan Department of Education is now revised, see attached CN 4.
3. The vendor contact is changed to Shawn Petersen, shawn.petersen@thomsonreuters.com, 763-326- 6353.
4. Updated Specific Contact Persons:
Contract Administrator (e.g., Reporting)
Lisa McMahon
763.326.4065 lisa.mcmahonbailey@thomsonreuters.com
Westlaw Sales, Account Management, and Training
John Traini, Sr. Sales Executive
763.326.9776 john.traini@thomsonreuters.com
Print Sales and Account Management
Shawn Petersen, Associate Sales Executive
763.326.6353
Shawn.petersen@thomsonreuters.com
All other terms, conditions, specifications and pricing remain the same. Per contractor and agency agreement, and DTMB Central Procurement approval.
mailto:lisa.mcmahonbailey@thomsonreuters.com mailto:john.traini@thomsonreuters.com mailto:Shawn.petersen@thomsonreuters.com
AGENCY NAME PHONE EMAIL
AG Valerie Schmidt 517-335-7625 SchmidtV@michigan.gov
MDCR Rebecca Powell 313-456-3832 PowellN@michigan.gov
MGCB Marina Kotsifis 517-241-0347 KotsifisM@michigan.gov
DNR Tracy Drus 517-284-6233 DrusT@michigan.gov
MSP Victoria Olivarez 517-284-3304 OlivarezV1@michigan.gov
MDE Carol Munroe 517-241-3329 MunroeC@michigan.gov
EGLE Lisa VanOstran 517-284-5012 VanOstranL@michigan.gov
LARA Brittanie Davis DavisB48@michigan.gov
MDOS Jonathon Khon 517-241-3886 KhonJ@michigan.gov
LEO Kristin Myers 517-335-5968 MyersK6@michigan.gov
DTMB Gavin Lacambra 517-230-7226 LacambraG1@michigan.gov
DTMB Bethany Preston 517-241-7932 PrestonB2@michigan.gov
DIFS Darcie Payne 517-930-9402 PayneD3@michigan.gov
MSL Jessica Mullen MullenJ3@michigan.gov
Program Managers for
Multi-Agency and Statewide Contracts
CHANGE NOTICE NO. 4 TO CONTRACT NO. MA200000000622
Michigan.gov/MiProcurement
Version 2025-1 Page 1 of 4
CN 4 - 20000000622
Subscription Periods Monthly Charges 8/1/2025 - 3/31/2026 $12,105 4/1/2026 - 3/31/2027 $12,347 4/1/2027 - 3/31/2028 $12,594 4/1/2028 - 3/31/2029 $12,846 4/1/2029 - 3/31/2030 $13,103
SP Customer # SH Customer # Sub Material # Sub Material Description Quantity
1000732905 1000732905 13503622 ALR 1ST BLUE BK SUB 1
1000732905 1000732905 13503665 ALR 3D SUB 1
1000732905 1000732905 13503649 ALR 4TH SUB 1
1000732905 1000732905 13503698 ALR 5TH SUB 1
1000732905 1000732905 40381251 ALR 6TH SUB 1
1000732905 1000732905 41777814 ALR 7TH SUB 1
1000732905 1000732905 40381254 ALR FEDERAL 2D SUB 1
1000732905 1000732905 41777805 ALR FEDERAL 3D SUB 1
1000732905 1000732905 13503657 ALR FEDERAL SUB 1
1000732905 1000732905 13503703 ALR LATER CASE SERVICE 2D SUB 1
1000732905 1000732905 13503728 AM JUR PLEADING AND PRACTICE
SUB
1000732905 1000732905 13511773 AUTO LIABILITY INSURANCE SUB 1
1000732905 1000732905 13972622 CIVIL ACTIONS AGAINST STATE
AND LOCAL GOVERNMENT:
DIVISION, AGENCIES, OFFICERS
SUB
1000732905 1000732905 15274868 CIVIL RIGHTS AND CIVIL LIBERTIES
LITIGATION LAW OF SEC 1983 SUB
1000732905 1000732905 21023000 CJS SUB 1
1000732905 1000732905 13974471 COMPLETE MANUAL OF CRIMINAL
FORMS SUB
1000732905 1000732905 13972584 CONSTITUTIONAL RIGHTS OF THE
ACCUSED SUB
1000732905 1000732905 11592666 CRIMINAL PROCEDURE (LAFAVE)
SUB
Version 2025-1 Page 2 of 4
1000732905 1000732905 17910311 DOBBS LAW OF TORTS
PRACTITIONERS EDITION SUB
1000732905 1000732905 13505013 FEDERAL APPEALS JURISDICTION
AND PRACTICE SUB
1000732905 1000732905 21061301 Federal Civil Judicial Procedure and Rules, Subscription
1000732905 1000732905 21064637 Federal Criminal Code and Rules 1
1000732905 1000732905 40730774 FEDERAL HABEAS MANUAL SUB 1
1000732905 1000732905 40529169 FEDERAL JURY PRACTICE AND
INSTRUCTIONS CIVIL COMPANION
SUB
1000732905 1000732905 40750918 FEDERAL JURY PRACTICE AND
INSTRUCTIONS CRIMINAL
COMPANION SUB
1000732905 1000732905 17145866 FEDERAL JURY PRACTICE AND
INSTRUCTIONS SUB
1000732905 1000732905 21049689 FEDERAL SENTENCING
GUIDELINES MANUAL SUB
1000732905 1000732905 13974218 LIFE AND HEALTH INSURANCE LAW
SUB
1000732905 1000732905 13515833 MCQUILLIN LAW OF MUNICIPAL
CORPORATIONS SUB
1000732905 1000732905 13974455 MENTAL CAPACITY: LEGAL AND
MEDICAL ASPECTS OF
ASSESSMENT AND TREATMENT
SUB
1000732905 1000732905 13507377 MI ADMINISTRATIVE LAW SUB 2
1000732905 1000732905 13507822 MI CIVIL JURISPRUDENCE SUB 1
1000732905 1000732905 13507849 MI CIVIL PRACTICE FORMS SUB 1
1000732905 1000732905 21042552 MI COMPILED LAWS ANNO SUB 1
1000732905 1000732905 15641696 MI COURT RULES PRACTICE CIVIL
PROCEDURE HANDBOOK SUB
1000732905 1000732905 15641674 MI COURT RULES PRACTICE
EVIDENCE SUB
1000732905 1000732905 21077488 MI COURT RULES PRACTICE
FORMS SUB
1000732905 1000732905 40029701 MI COURT RULES PRACTICE
GENERAL INDEX SUB
1000732905 1000732905 21094345 MI COURT RULES PRACTICE TEXT
SUB
1000732905 1000732905 41015621 MI COURT RULES STATE,STATE
KEYRULES AND FEDERAL V.I-II SUB
Version 2025-1 Page 3 of 4
1000732905 1000732905 13820024 MI CRIMINAL LAW AND
PROCEDURE SUB
1000732905 1000732905 21012548 MI DIGEST 2D SUB 1
1000732905 1000732905 13507946 MI LAWYERS MANUAL SUB 1
1000732905 1000732905 13507873 MI LAWYERS TRIAL HANDBOOK
SUB
1000732905 1000732905 39030020 MI LEGISLATIVE SERVICE
DISCOUNTED SUB
1000732905 1000732905 13508152 MI LITIGATION FORMS AND
ANALYSIS SUB
1000732905 1000732905 13507938 MI PERSONAL INJURY TORTS SUB 1
1000732905 1000732905 13507954 MI PLANNING FOR ESTATES AND
ADMINISTRATION SUB
1000732905 1000732905 13979481 MI PLEADING AND PRACTICE SUB 1
1000732905 1000732905 13508004 MI PROBATE SUB 1
1000732905 1000732905 30572933 MI PUBLIC EMPLOYEE REPORTER
SUB
1000732905 1000732905 18197279 MI SCAO APPROVED FORMS SUB 1
1000732905 1000732905 21001732 MI SENTENCING GUIDELINES
MANUAL SUB
1000732905 1000732905 12350113 MI TAX GUIDE SUB 1
1000732905 1000732905 15488006 MODERN CONSTITUTIONAL LAW
SUB
1000732905 1000732905 13515957 NICHOLS CYCLOPEDIA OF LEGAL
FORMS SUB
1000732905 1000732905 13516384 PRISONERS AND THE LAW SUB 1
1000732905 1000732905 13516708 RELIGIOUS ORGANIZATION AND
THE LAW SUB
1000732905 1000732905 13516732 RIGHTS OF PRISONERS SUB 1
1000732905 1000732905 21096520 ROBINSON CRIMINAL LAW
DEFENSES SUB
1000732905 1000732905 15033046 ROTHSTEIN OCCUPATIONAL
SAFETY AND HEALTH LAW SUB
1000732905 1000732905 21091936 ROTUNDA TREATISE ON
CONSTITUTIONAL LAW SUB
1000732905 1000732905 11600353 SEARCH AND SEIZURE A TREATISE
ON THE 4TH AMENDMENT (LAFAVE)
SUB
1000732905 1000732905 13516937 SECTION 1983 LITIGATION IN STATE
AND FEDERAL COURTS SUB
Version 2025-1 Page 4 of 4
1000732905 1000732905 13514063 SMOLLA AND NIMMER ON
FREEDOM OF SPEECH SUB
1000732905 1000732905 13975494 STATE AND LOCAL GOVERNMENT
CIVIL RIGHTS LIABILITY SUB
1000732905 1000732905 13517076 STATE AND LOCAL GOVERNMENT
DEBT FINANCING SUB
1000732905 1000732905 15241256 STATE AND LOCAL GOVERNMENT
LAND USE LIABILITY SUB
1000732905 1000732905 16625826 STATE ENVIRONMENTAL LAW SUB 1
1000732905 1000732905 21015016 SUBSTANTIVE CRIMINAL LAW
(LAFAVE ) SUB
1000732905 1000732905 13975524 SUTHERLAND STATUTORY
CONSTRUCTION SUB
1000732905 1000732905 13517615 TESTIMONIAL PRIVILEGES SUB 1
1000732905 1000732905 13517696 UNCHARGED MISCONDUCT
EVIDENCE SUB
1000732905 1000732905 21064157 UNIFORM LAWS ANNO SUB 1
1000732905 1000732905 21048097 USCA SUB 1
1000732905 1000732905 16625406 WATER RIGHTS AND RESOURCES
LAW SUB
1000732905 1000732905 40468084 WEST'S CODE OF FEDERAL
REGULATIONS GENERAL INDEX SUB
1000732905 1000732905 21024007 WORDS AND PHRASES SUB 1
ENTERPRISE PROCUREMENT
Department of Technology, Management, and Budget 320 S. Walnut Street 2nd Floor Lansing, MI 48933
P.O. BOX 30026 LANSING, MICHIGAN 48909
CONTRACT CHANGE NOTICE
CONTRACT SUMMARY
STATEWIDE LEGAL RESEARCH DATABASES AND LEGAL PRINT PRODUCTS
INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE INITIAL AVAILABLE OPTIONS EXPIRATION DATE
BEFORE
April 1, 2020 March 31, 2025 5 - 12 Months March 31, 2025
PAYMENT TERMS DELIVERY TIMEFRAME
ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING
MINIMUM DELIVERY REQUIREMENTS
N/A
P-Card Direct Voucher (PRC) Other Yes No
610 Opperman Drive
Eagan MN 55123
Erin Cicarella
216-645-7060 erin.cicarella@thomsonreuters.com
CV0050333
WEST PUBLISHING CORP
C O
N
TR
A C
TO
R
Emily Massa
(517) 897-7321
DTMB
Various Various massae@michigan.gov
C ontract
A dm inistrator Program M anagerSTA
TE
N/AN/A
Change Notice Number 3
Contract Number MA200000000622 to
DESCRIPTION OF CHANGE NOTICE
OPTION EXTENSIONLENGTH OF OPTION LENGTH OF EXTENSION REVISED EXP. DATE
CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE
24 Months March 31, 2027
$3,500,000.00 $1,600,000.00 $5,100,000.00
DESCRIPTION
Effective October 29, 2024 the following changes are hereby incorporated:
1. The Contract is increased by $1,600,000;
2. The State Contract Administrator is now Emily Massa, 517-897-7321, massae@michigan.gov
3. The DIFS Program Manager is changed from Matt Torok to Darcie Payne, 517-930-9402, payned3@michigan.gov;
4. The DTMB Program Manager is changed from Terry Mead to Bethany Preston, 517-241-7932, prestonb2@michigan.gov; and
5. The MSL Program Manager is changed from Heather Callahan to Joseph Froehlich, 517-449-4593, FroehlichJ2@michigan.gov.
All other terms, conditions, specifications, and pricing remain the same. Per contractor and agency agreement, DTMB Central Procurement approval, and State Administrative Board approval on October 29, 2024.
AG Valerie Schmidt 517-335-7625 SchmidtV@michigan.gov
MDCR Rebecca Powell 313-456-3832 PowellN@michigan.gov
MGCB Marina Kotsifis 517-241-0347 KotsifisM@michigan.gov
DNR Tracy Drus 517-284-6233 DrusT@michigan.gov
MSP Victoria Olivarez 517-284-3304 OlivarezV1@michigan.gov
MDE Carol Munroe 517-241-3329 MunroeC@michigan.gov
EGLE Lisa VanOstran 517-284-5012 VanOstranL@michigan.gov
DTMB Bethany Preston 517-241-7932 PrestonB2@michigan.gov
LARA James Long 517-914-5204 LongJ17@michigan.gov
DIFS Darcie Payne 517-930-9402 PayneD3@michigan.gov
MDOS Jonathon Khon 517-241-3886 KhonJ@michigan.gov
LEO Kristin Myers 517-335-5968 MyersK6@michigan.gov
MSL Joseph Froehlich 517-449-4593 FroehlichJ2@michigan.gov
Program Managers for
CHANGE NOTICE NO. 3 TO CONTRACT NO. MA200000000622
CENTRAL PROCUREMENT SERVICES
Department of Technology, Management, and Budget
320 S. WALNUT ST., LANSING, MICHIGAN 48933
P.O. BOX 30026 LANSING, MICHIGAN 48909
CONTRACT CHANGE NOTICE
Change Notice Number 2 to
200000000622Contract Number
Various
Jillian Yeates michael.boyd@thomsonreuters.com
Michael Boyd
Eagan, MN 55123
WEST PUBLISHING CORP
CV0050333
952-214-6058
610 Opperman Drive
(517) 275-1131 S
T A
T E
P ro g ra m a n a g e r
C o n tra ct
A d m in istra to r
C O
N T R A C T O
R
DTMB
yeatesj@michigan.gov
$3,500,000.00
April 1, 2020 March 31, 2025
STATEWIDE LEGAL INFORMATION RESEARCH DATABASES AND LEGAL PRINT PRODUCTS
March 31, 2025
INITIAL AVAILABLE OPTIONS EXPIRATION DATE
BEFORE
5 - 1 Year
PAYMENT TERMS DELIVERY TIMEFRAME
Net 30
ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING
☐ P-Card ☐ PRC ☐ Other ☐ No☒ Yes
MINIMUM DELIVERY REQUIREMENTS
DESCRIPTION OF CHANGE NOTICE
OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE
CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE
N/A
$0.00 $3,500,000.00
Effective November 10, 2022, the following changes are hereby incorporated into this Contract:
1. General Terms and Conditions is hereby modified to include Section 14. Administrative Fee and Reporting Section 15.
Extended Purchasing Program as follows:
Section 14. Administrative Fee and Reporting. Contractor must pay an administrative fee of 1% on all payments made to Contractor on all transactions with MiDEAL members (including governmental subdivisions and authorized entities).
Administrative fee payments must be made online by check or credit card at: https://www.thepayplace.com/mi/dtmb/adminfee
Contractor must submit an itemized purchasing activity report, which includes at a minimum, the name of the purchasing entity and the total dollar volume in sales. Reports should be mailed to MiDeal@michigan.gov.
The administrative fee and purchasing activity report are due within 30 calendar days from the last day of each calendar quarter.
INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE
N/A
DESCRIPTION
CONTRACT SUMMARY
SW
Section 15. Extended Purchasing Program. This contract is extended to MiDEAL members. MiDEAL members include local units of government, school districts, universities, community colleges, and nonprofit hospitals. A current list of MiDEAL members is available at www.michigan.gov/mideal.
If extended, Contractor must supply all Contract Activities at the established Contract prices and terms. The State reserves the right to impose an administrative fee and negotiate additional discounts based on any increased volume generated by such extensions.
Contractor must submit invoices to, and receive payment from, extended purchasing program members on a direct and individual basis.
All other terms, conditions, specifications, and pricing remain the same. Per Contractor and Agency agreement, and DTMB Central Procurement Services approval.
2. The following Contractor Dedicated Personnel (Schedule A, Section 4.4) have hereby been updated to:
A. Contract Administrator has been changed to Michael Boyd, michael.boyd@thomsonreuters.com, 952-214-6058; Role:
Client Executive; Functions: Customer Q&A, Billing, Training & password/user questions; Location: Michigan.
B. Sales Representative John Traini's location has been updated to Michigan and Ohio.
C. Sales Representative for Print products has been changed to Daniel Johnson, daniel.johnson@thomsonreuters.com, 763-326-4769
3. Please note, the Program Manager for LARA has been changed to James Long, 517-914-5204, longj17@michigan.gov.
4. Westlaw Precision is hereby added to the Contract, Michigan Master Services Agreement ("MSA"), as a customized option for legal information research. When procuring Precision, Thomson Reuters will apply (at a minimum) a 10% discount to provide favorable pricing to State of Michigan Agencies subject to the MSA.
Program Managers for
CHANGE NOTICE NO. 2 TO CONTRACT NO. 200000000622
Valerie Schmidt 517-335-7625 SchmidtV@michigan.govAG
Rebecca Powell 313-456-3832 PowellN@michigan.govMDCR
Marina Kotsifis 517-241-0347 KotsifisM@michigan.govMGCB
Tracy Drus 517-284-6233 DrusT@michigan.govDNR
Victoria Olivarez 517-284-3304 OlivarezV1@michigan.govMSP
Terry Mead 517-335-4062 MeadT@michigan.govDTMB
Carol Munroe 517-241-3329 MunroeC@michigan.govMDE
Lisa VanOstran 517-284-5012 VanOstranL@michigan.govEGLE
James Long 517-914-5204 longj17@michigan.govLARA
Matthew Torok 517-284-8680 torokm@michigan.govDIFS
Jonathon Khon 517-241-3886 KhonJ@michigan.govMDOS
Heather Callahan 517-243-9676 callahanh@michigan.govMSL
Kristin Myers 517-335-5968 MyersK6@michigan.govLEO
CENTRAL PROCUREMENT SERVICES
Department of Technology, Management, and Budget
525 W. ALLEGAN ST., LANSING, MICHIGAN 48913
P.O. BOX 30026 LANSING, MICHIGAN 48909
CONTRACT CHANGE NOTICE
Change Notice Number 1 to
200000000622Contract Number
Various
Jillian Yeates erin.cicarella@thomsonreuters.com
Erin Cicarella
Eagan, MN 55123
WEST PUBLISHING CORP
CV0050333
216-645-7060
610 Opperman Drive
(517) 275-1131 S
T A
T E
P ro g a n a g e r
C o n tra ct
A d m in istra to r
C O
N T R A C T O
R
DTMB
yeatesj@michigan.gov
$3,500,000.00
April 1, 2020 March 31, 2025
STATEWIDE LEGAL INFORMATION RESEARCH DATABASES AND LEGAL PRINT PRODUCTS
March 31, 2025
INITIAL AVAILABLE OPTIONS EXPIRATION DATE
BEFORE
5 - 1 Year
PAYMENT TERMS DELIVERY TIMEFRAME
ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING
☐ P-Card ☐ PRC ☐ Other ☐ Yes ☒ No
MINIMUM DELIVERY REQUIREMENTS
DESCRIPTION OF CHANGE NOTICE
OPTION LENGTH OF OPTION EXTENSION LENGTH OF EXTENSION REVISED EXP. DATE
☐ ☐ N/A
CURRENT VALUE VALUE OF CHANGE NOTICE ESTIMATED AGGREGATE CONTRACT VALUE
N/A
$0.00 $3,500,000.00
Effective May 1, 2021, Westlaw EDGE ("Edge") is hereby added to the Contract, Michigan Master Services Agreement ("MSA"), as a customized option for legal information research. When procuring Edge, Thomson Reuters will apply (at a minimum) a 10% discount to provide favorable pricing to State of Michigan Agencies subject to the MSA.
All other terms, conditions, pricing and specifications remain the same. Per Contractor and Agency Agreement, and DTMB Central Procurement Services approval.
INITIAL EXPIRATION DATEINITIAL EFFECTIVE DATE
N/A
DESCRIPTION
SW
Program Managers for
CHANGE NOTICE NO. 1 TO CONTRACT NO. 200000000622
Valerie Schmidt 517-335-7625 SchmidtV@michigan.govAG
Rebecca Powell 313-456-3832 PowellN@michigan.govMDCR
Marina Kotsifis 517-241-0347 KotsifisM@michigan.govMGCB
Tracy Drus 517-284-6233 DrusT@michigan.govDNR
Victoria Olivarez 517-284-3304 OlivarezV1@michigan.govMSP
Terry Mead 517-335-4062 MeadT@michigan.govDTMB
Carol Munroe 517-241-3329 MunroeC@michigan.govMDE
Lisa VanOstran 517-284-5012 VanOstranL@michigan.govEGLE
Daniel Pulter 517-335-7520 PulterD@michigan.govLARA
Matthew Torok 517-284-8680 torokm@michigan.govDIFS
Jonathon Khon 517-241-3886 KhonJ@michigan.govMDOS
Blaine DeGracia DeGraciaB@michigan.govMSL
Kristin Myers 517-335-5968 MyersK6@michigan.govLEO
517-335-7168
NOTICE OF CONTRACT
NOTICE OF CONTRACT NO. 20000000622 .
between
THE STATE OF MICHIGAN
and
C O
N
TR
A C
TO
R
West Publishing Corporation
ST
A
TE
Pr og an ag er
Multiple – See Attached
610 Opperman Drive
Eagan, MN 55123
Erin Cicarella
C on tra ct
Ad in is tra to r Jillian Yeates DTMB
216-645-7060 517-275-1131
Erin.cicarella@thomsonreuters.com yeatesj@michigan.gov
CV0050333
DESCRIPTION: STATEWIDE LEGAL INFORMATION RESEARCH DATABASES AND LEGAL PRINT PRODUCTS
INITIAL EFFECTIVE DATE INITIAL EXPIRATION DATE
INITIAL AVAILABLE
OPTIONS
EXPIRATION DATE BEFORE
CHANGE(S) NOTED BELOW
April 1, 2020 March 31, 2025 5, 1-Year March 31, 2025
PAYMENT TERMS DELIVERY TIMEFRAME
Net 30 N/A
ALTERNATE PAYMENT OPTIONS EXTENDED PURCHASING
☐ P-card ☐ Payment Request (PRC) ☐ Other ☐ Yes ☒ No
MINIMUM DELIVERY REQUIREMENTS
N/A
MISCELLANEOUS INFORMATION
THIS IS NOT AN ORDER: This Contract Agreement is awarded on the basis of our inquiry bearing the solicitation #190000000105. Orders for delivery will be issued directly by the Departments through Delivery Orders (DO) and other specifications outlined in Schedule A, Section 6.
This Contract amends all agreements for Westlaw, including but not limited to any West Order Forms or agency purchase orders, for the purchase of internet-based, legal research databases, libraries, and print products, between the State of Michigan, or its agencies, and West, currently governed by the State of Michigan Department of Management and Budget Acquisition Services Contract, #071B0200323 between the State of Michigan and West Publishing Corporation (collectively all such order form or purchase orders are referred to as the “Agreements”). All
STATE OF MICHIGAN PROCUREMENT
Department of Technology, Management & Budget 525 W. Allegan St., Lansing, MI 48933 PO Box 30026, Lansing, MI 48909 references to 071B0200323 in the Agreements shall be replaced in their entirety with #20000000622, and the Agreements shall be governed by the terms of CONTRACT #20000000622.
All other terms and conditions, including pricing and term length of the Agreements shall remain unchanged
ESTIMATED CONTRACT VALUE AT TIME OF EXECUTION $3,500,000.00
Contract Number: 200000000622
Program Managers for
Multi-Agency & Statewide Contracts
1 AG Valerie Schmidt 517-335-7625 schmidtv@michigan.gov
2 MDCR Rebecca Powell 313-456-3832 powelln@michigan.gov
3 MCSC Kim Davis 517-241-8115 Davisk5@michigan.gov
4 MDHHS Sonya Butler 517-241-7728 Butlers2@michigan.gov
5 MDHHS Michelle Lee 517-284-4008 Leem24@michigan.gov 6 MGCB Marina Kotsifis 517-241-0347 kotsifism@michigan.gov
7 DNR Brooke Jones 517-284-5926 Jonesb30@michigan.gov
8 MSP Victoria Olivarez 517-284-3304 Olivarezv1@michigan.gov
9 DTMB Terry Mead 517-335-4062 meadt@michigan.gov 10 MDE Carol Munroe 517-241-3329 munroec@michigan.gov 11 EGLE Lisa VanOstran 517-599-7680 vanostranL@michigan.gov 12 LARA Daniel Pulter 517-335-4226 pulterd@michigan.gov 13 DIFS Matthew Torok 517-284-8680 torokm@michigan.gov 14 MDOS Jonathan Khon 517-241-3886 khonj@michigan.gov 15 MSL Blaine DeGracia 517-335-7168 degraciab@michigan.gov 16 LEO Kristin Myers 517-241-3661 Myersk6@michigan.gov
CONTRACT NO. 200000000622
FOR THE CONTRACTOR:
Company Name
Authorized Agent Signature
Authorized Agent (Print or Type)
Date
FOR THE STATE:
Signature
Jillian Yeates, Category Specialist Name & Title
Department of Technology, Management & Budget Agency
Date
Thomson Reuters General Terms and Conditions Version 2.1
These terms govern your use of the Thomson Reuters products and services in your order form (in any format). “We”, “our” and “Thomson Reuters” means the Thomson Reuters entity identified in the order form and, where applicable, its affiliates; “you” and “your” or “the State” means the client, customer or subscriber identified in the order form.
Your order form identifies the products and services, and the quantities , and charges of your order (which will reflect the charges set forth in Schedule B). The order form also refers to and incorporates documents which may apply to the products or services you selected. This Agreement, which includes Schedule A – Statement of Work, and schedules and exhibits which are hereby expressly incorporated, is the entire agreement of the parties related to the Products and Services purchased pursuant to this Agreement. This Agreement supersedes and replaces all previous understandings and agreements between the parties related to the Products and Services.
This Contract (this “Contract”) is agreed to between the State of Michigan (the “State”) and West Publishing Corporation (“Contractor”), a Minnesota Corporation.
This Contract is effective on April 1, 2020 (“Effective Date”), and unless earlier terminated, will expire on April 1, 2025 (the “Term”).
This Contract may be renewed for up to five (5) additional one (1) year periods. Renewal is at the sole discretion of the State and will automatically extend the Term of this Contract. The State will document its exercise of renewal options via Change Notice.
1. OUR PRODUCTS & SERVICES
a) Limited License. Together with our licensors, we own and retain ownership of all rights of whatever nature in and to our products, services, and data (whether tangible or intangible). You may access, view, install, use, copy, modify and distribute our property only as expressly specified in the Agreement and each of us shall at all times act in accordance with applicable laws, including export controls and economic sanctions that apply to us in connection with the Agreement.
b) Changes to Service. Our products and services change from time to time, but we will not change the fundamental nature of our products.
c) Passwords. Your access to certain products and services is password protected. You are responsible for assigning the passwords and for ensuring that passwords are kept confidential. Sharing passwords is strictly prohibited. Each of us shall maintain industry standard computing environments to ensure that both your and our property is secure and inaccessible to unauthorized persons.
d) Unauthorized Technology. Unless previously authorized by Thomson Reuters, you must not (i) run or install any computer software or hardware on our products, services or network; use any technology to automatically download, mine, scrape or index our data; or (ii) automatically connect (whether through APIs or otherwise) our data to other data, software, services or networks. Neither of us will knowingly introduce any malicious software or technologies into any products, services or networks.
e) Usage Information. We may collect anonymized information related to your use of our products, services and data. We may use this information to test, develop and improve our products and services and to protect and enforce our rights under the Agreement, and we may pass this information to our third party providers for the same purposes.
f) Third Party Providers. Our products and services may include data and software from third parties. Some third party providers require Thomson Reuters to pass additional terms through to you. The third party providers change their terms occasionally and new third party providers are added from time to time. To see the current third party additional terms for our products and services click the following URL: www.thomsonreuters.com/thirdpartyterms. You agree to comply with all applicable third party terms to the extent allowed by law. We understand that you cannot indemnify third parties and do not agree to be bound by anything other than the laws of Michigan and applicable federal law.
g) Third Party Supplemental Software. You may be required to license third party software to operate some of our products and services. Additional terms may apply to the third party software.
h) Limitations. Unless otherwise expressly permitted in the Agreement, you may not: (i) sell, sublicense, distribute, display, store, copy, modify, decompile or disassemble, reverse engineer, translate or transfer our property in whole or in part, or as a component of any other product, service or material; (ii) use our property or our third party providers’ property to create any derivative works or competitive products; or (iii) allow any third parties to access, use or benefit from our property in any way. Exercising legal rights that cannot be limited by agreement is not precluded. If you are a governmental agency that provides audit, tax, accounting, or legal services to your clients (including other government agencies) or that otherwise provides governmental services to the general public, this Section 1(h) does not preclude you from using our products to benefit your clients or the general public in the ordinary course of providing governmental services.
i) Services. We will provide the services using reasonable skill and care.
The professional services applicable to your order, if any, are described in the Order Form or a statement of work.
j) Security. Each of us will use and will require any third party data processors to use industry standard organizational, administrative, physical and technical safeguards to protect the other’s information. Each party will inform the other in accordance with applicable law if such party becomes aware of any unauthorized third-party access to the other party’s content and will use reasonable efforts to remedy identified security vulnerabilities.
2. INFORMATION SERVICES
a) License. In the ordinary course of your governmental services and for your governmental purposes only you may view, use, download and print data from our information services for individual use and may on an infrequent, irregular and ad hoc basis, distribute limited extracts of our data. Neither such extracts nor downloaded, printed or stored data may reach such quantity as to have independent commercial value and using such data as a substitute for any service (or a substantial part of it) provided by Thomson Reuters, our affiliates or our third party providers is prohibited. Thomson Reuters and the third party content provider, if applicable, must be cited and credited as the source where data is permitted to be used or distributed. Copyright notices must be retained on transmitted or printed items.
Access to certain data may be restricted depending on the scope of your license.
b) Further Distribution. You may also distribute our data: (i) to authorized users; (ii) to government and regulatory authorities, during the ordinary course of your governmental business or for governmental purposes ; and (iii) to third party advisors, limited to the extent required to advise you and provided they are not competitors of Thomson Reuters. Laws applicable in your jurisdiction may allow additional uses.
3. INSTALLED SOFTWARE
a) License. You may install and use our software and documentation only for your own governmental purposes. Software licenses include updates (bug fixes, patches, maintenance releases), and do not include upgrades (releases or versions that include new features or additional functionality) or APIs unless expressly stated in the order form. Your order form details your permitted installations, users, locations, the specified operating environment and other permissions. You may use our software in object code only. You may make necessary copies of our software only for backup and archival purposes.
b) Delivery. We deliver our software by making it available for download.
When you download our software and documentation, if any, you are accepting it for use in accordance with the Agreement.
4. THOMSON REUTERS HOSTED SOFTWARE
a) License. You may use our hosted software only for your own governmental purposes.
b) Delivery. We deliver our hosted software by providing you with online access to it. When you access our hosted software, you are accepting it for use in accordance with the Agreement.
c) Content. Our hosted software is designed to protect the content you upload. You grant Thomson Reuters permission to use, store and process your content in accordance with applicable law. Access and use of your content by
Thomson Reuters, our employees and contractors will be directed by you and limited to the extent necessary to deliver the hosted software, including training, research assistance, technical support and other services. We may delete or disable your content if required under applicable laws and in such instances, we will use our reasonable efforts to provide notice to you. If your content is lost or damaged, we will assist you in restoring the content to the hosted software from any available backup copy.
5. CHARGES
a) Payment and Taxes. All undisputed amounts are payable within 45 days of the State’s receipt in accordance with MCL 17.52 and MCL 17.54. Thomson Reuters may only charge for Products and Services performed or provided as specified in Westlaw Schedule A and Schedule B or an order form (which will reflect the charges set forth in Schedule B). The State is exempt from State sales tax for direct purchases and may be exempt from federal excise tax, if the Products and Services purchased under this Agreement are for the State’s exclusive use. All prices are exclusive of taxes, and Thomson Reuters is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by the State under this Agreement.
The State has the right to withhold payment of any disputed amounts until the parties agree as to the validity of the disputed amount. The State will notify Thomson Reuters of any dispute within a reasonable time. Payment by the State will not constitute a waiver of any rights as to Thomson Reuters’ continuing obligations, including claims for deficiencies or substandard Products or Services. Thomson Reuters’ acceptance of final payment by the State constitutes a waiver of all claims by Thomson Reuters against the State for payment under this Agreement, other than those claims previously filed in writing on a timely basis and still disputed.
The State will only disburse payments under this Contract through Electronic Funds Transfer (EFT). Thomson Reuters must register with the State at http://www.michigan.gov/SIGMAVSS to receive electronic fund transfer payments. If Thomson Reuters does not register, the State is not liable for failure to provide payment. Without prejudice to any other right or remedy it may have, the State reserves the right to set off at any time any amount then due and owing to it by Thomson Reuters against any amount payable by the State to Thomson Reuters under this Agreement.
b) Changes. Except as otherwise specifically stated in the order form, we may change the charges for our products and services with effect from the start of each renewal term by giving you at least 90 days written notice. However, new prices will only be applicable to the State if the changes are appended to this Agreement through a Change Notice.
c) Excess Use. You must pay additional charges if you exceed the scope of use specified in your order form, based on the rates specified on the order form.
Payment under this provision shall be Thomson Reuters’ sole and exclusive remedy to cure these issues.
6. PRIVACY
Each of us will at all times process, protect and disclose personally identifiable information received as a result of this Agreement (“PII”) in accordance with applicable law. Each of us will use reasonable efforts to assist one another in relation to the investigation and remedy of any claim, allegation, action, suit, proceeding or litigation with respect to the unauthorized or unlawful destruction, loss, alteration, disclosure or access to PII. You acknowledge and agree to the transfer and processing of PII in the geographical regions necessary for Thomson Reuters to fulfill our obligations. When applicable to your location, additional terms will apply to the Agreement, including the General Data Protection Regulation (2016/679) (GDPR) terms located at www.tr.com/privacy-information.
7. CONFIDENTIALITY
Confidential information received from each other will not be disclosed to anyone else except to the extent required by law or as permitted under the Agreement. If a court or government agency orders either of us to disclose the confidential information of the other, the other will be promptly notified so that an appropriate protective order or other remedy can be obtained unless the court or government agency prohibits prior notification. This section shall survive three (3) years after the termination of the Agreement or until the information is no longer deemed confidential under applicable law, whichever occurs first.
8. WARRANTIES AND DISCLAIMERS
THE WARRANTIES IN THIS SECTION ARE THE EXCLUSIVE
WARRANTIES FROM US AND EXCLUDE ALL OTHER WARRANTIES,
CONDITIONS OR OTHER TERMS (EXPRESS OR IMPLIED),
INCLUDING WARRANTIES OF PERFORMANCE,
MERCHANTABILITY, NON-INFRINGEMENT, SUITABILITY, FITNESS
FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND
CURRENTNESS. IN ENTERING THIS AGREEMENT, NEITHER PARTY
HAS RELIED UPON ANY STATEMENT, REPRESENTATION,
WARRANTY OR AGREEMENT OF THE OTHER PARTY EXCEPT FOR
THOSE EXPRESSLY CONTAINED IN THIS AGREEMENT.
EXCLUSION OF WARRANTIES. TO THE FULLEST EXTENT
PERMISSIBLE UNDER APPLICABLE LAWS, WE DO NOT WARRANT
OR REPRESENT OR INCLUDE ANY OTHER TERM THAT THE
PRODUCTS OR SERVICES WILL BE DELIVERED FREE OF ANY
INACCURACIES, INTERRUPTIONS, DELAYS, OMISSIONS OR
ERRORS, OR THAT ANY OF THESE WILL BE CORRECTED WE WILL
NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM SUCH
FAULTS. WE DO NOT WARRANT THE LIFE OF ANY URL OR THIRD
PARTY WEB SERVICE.
INFORMATION. OUR INFORMATION PRODUCTS ARE PROVIDED “AS
IS” WITHOUT ANY WARRANTY, CONDITION OR ANY OTHER TERM
OF ANY KIND.
SOFTWARE. WE WARRANT OUR SOFTWARE PRODUCTS WILL
CONFORM TO OUR DOCUMENTATION FOR 90 DAYS AFTER
DELIVERY. IF WE ARE UNABLE TO CORRECT A SOFTWARE ERROR
YOU REPORT IN A REASONABLE PERIOD AND MANNER, YOU MAY
TERMINATE THE ORDER FORM FOR THE AFFECTED SOFTWARE BY
PROMPT WRITTEN NOTICE TO US FOLLOWING THE REASONABLE
PERIOD. YOUR ONLY REMEDY AND OUR ENTIRE LIABILITY FOR
BREACH OF THIS WARRANTY WILL BE A REFUND OF THE
APPLICABLE CHARGES. THE LICENSES WILL IMMEDIATELY
TERMINATE.
DISCLAIMER. YOU ARE SOLELY RESPONSIBLE FOR THE
PREPARATION, CONTENT, ACCURACY AND REVIEW OF ANY
DOCUMENTS, DATA, OR OUTPUT PREPARED OR RESULTING FROM
THE USE OF ANY PRODUCTS OR SERVICES AND FOR ANY
DECISIONS MADE OR ACTIONS TAKEN BASED ON THE DATA
CONTAINED IN OR GENERATED BY THE PRODUCTS OR SERVICES.
IN NO EVENT SHALL WE OR OUR THIRD PARTY PROVIDERS BE
LIABLE FOR ANY PENALTIES, INTEREST, TAXES OR OTHER
AMOUNTS IMPOSED BY ANY GOVERNMENTAL OR REGULATORY
AUTHORITY.
NO ADVICE. WE ARE NOT PROVIDING FINANCIAL, TAX AND
ACCOUNTING, LEGAL AND ANY OTHER PROFESSIONAL ADVICE BY
ALLOWING YOU TO ACCESS AND USE OUR PRODUCTS, SERVICES
OR DATA. YOUR DECISION MADE IN RELIANCE ON THE PRODUCTS
OR SERVICES OR YOUR INTERPRETATIONS OF OUR DATA ARE
YOUR OWN FOR WHICH YOU HAVE FULL RESPONSIBILITY. WE
ARE NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY
DECISIONS BY YOU OR ANYONE ACCESSING THE SERVICES
THROUGH YOU MADE IN RELIANCE ON THE SERVICES, INCLUDING
LEGAL, TAX AND ACCOUNTING, COMPLIANCE, FINANCIAL AND/OR
RISK MANAGEMENT DECISIONS. YOU AGREE THAT YOU USE THE
SERVICES AT YOUR OWN RISK IN THESE RESPECTS.
9. LIABILITY
a) LIMITATION. EACH PARTY’S OR ANY OF ITS THIRD PARTY
PROVIDERS’ ENTIRE LIABILITY IN ANY CALENDAR YEAR FOR
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE
AGREEMENT, INCLUDING FOR NEGLIGENCE, WILL NOT EXCEED
THE AMOUNT YOU PAID IN THE PRIOR 12 MONTHS FOR THE
PRODUCT OR SERVICE THAT IS THE SUBJECT OF THE CLAIM FOR
DAMAGES. NEITHER PARTY IS LIABLE TO THE OTHER FOR
INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL
DAMAGES, FOR LOSS OF DATA, OR LOSS OF PROFITS (IN EITHER
http://www.michigan.gov/SIGMAVSS http://www.tr.com/privacy-information
CASE, WHETHER DIRECT OR INDIRECT) OR BUSINESS
INTERRUPTION EVEN IF SUCH DAMAGES OR LOSSES COULD HAVE
BEEN FORESEEN OR PREVENTED.
b) Unlimited Liability. Section 9(a) does not limit either party’s liability for (i) fraud, fraudulent misrepresentation, willful misconduct, or conduct that demonstrates reckless disregard for the rights of others; (ii) negligence causing death or personal injury; or (iii) infringement of intellectual property rights. Section 9(a) does not limit your requirement to pay the charges on the order form and all amounts for use of the products and services that exceed the usage permissions and restrictions granted to you.
c) Third Party Intellectual Property. If a third party sues you claiming that our products, services or data, excluding any portions of the same provided by our third party providers infringes their intellectual property rights and your use of such products, services or data has been in accordance with the terms of the Agreement, we will defend you against the claim and pay damages that a court finally awards against you or that are included in a settlement approved by Thomson Reuters, provided the claim does not result from: (i) a combination of all or part of our products, services or data with technology, products, services or data not supplied by Thomson Reuters and that were not designed to work with Thomson Reuters’ products; (ii) modification of all or part of our products, services or data other than by Thomson Reuters or our subcontractors; (iii) use of a version of our products, services or data after we have notified you of a requirement to use a subsequent version; or (iv) your breach of the intellectual property protections found in this Agreement. Our obligation in this Section 9(c) is conditioned on you
(A) promptly notifying Thomson Reuters in writing of the claim; (B) supplying information we reasonably request; and (C) allowing Thomson Reuters to control Thomson Reuters’ portion the defense and settlement. The State will notify Thomson Reuters in writing if indemnification is sought; however, failure to do so will not relieve Thomson Reuters, except to the extent that Thomson Reuters is materially prejudiced.
The State is entitled to: (i) regular updates on proceeding status; (ii) participate in the defense of the proceeding; (iii) employ its own counsel; and to (iv) retain control of the defense if the State deems necessary. Thomson Reuters will not, without the State’s written consent (not to be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, or proceeding. To the extent that any State employee, official, or law may be involved or challenged, the State may, at its own expense, control the defense of that portion of the claim.
Any litigation activity on behalf of the State, or any of its subdivisions under this Section, must be coordinated with the Department of Attorney General. An attorney designated to represent the State may not do so until approved by the Michigan Attorney General and appointed as a Special Assistant Attorney General.
d) Your Responsibilities. You are responsible for (i) complying with this Agreement; (ii) proper use of our products and services in accordance with all usage instructions and operating specifications; (iii) adhering to the minimum recommended technical requirements; (iv) changes you make to our product, services or data; (v) your combination of our products, services or other property with any other materials; (vi) implementing and maintaining proper and adequate virus or malware protection and proper and adequate backup and recovery systems;
(vii) installing updates; (viii) claims brought by third parties using or receiving the benefit of our products, services or data through you, except claims covered by Section 9(c); and (ix) claims resulting from your violation of law, or violation of our or any third party rights. We will not be responsible if our product fails to perform because of your third party software, your hardware malfunction, or your actions or inaction. If we learn that our product failed because of one of these, at your request we will assist you in resolving the failure at a fee to be agreed upon.
10. TERM, TERMINATION
a) Term. The term and any renewal terms for the products and services are described in your order form.
b) Suspension. We may on notice terminate, suspend or limit your use of any portion or all of our products, services or other property if (i) requested to do so by a court or regulator; (ii) there has been or it is reasonably likely that there will be: a breach of security; a breach of your obligations under the Agreement; or a violation of third party rights or applicable laws. Our notice will specify the cause of the termination, suspension or limitation and, if the cause of the termination suspension or limitation is reasonably capable of being remedied, we will inform you of the actions you must take to reinstate the product or service. If you do not take the actions or the cause cannot be remedied within 60 days, we may suspend, limit or terminate the Agreement in whole or in part.
c) Termination. We may, upon reasonable notice, terminate all or part of the Agreement in relation to a product or service which is being discontinued. Either of us may terminate the Agreement immediately upon written notice if the other commits a material breach and fails to cure the material breach within 30 days of being notified to do so. Any failure to fully pay any amount when due under this Agreement may be considered a material breach for this purpose if the State has not disputed an invoice pursuant to Section 5(a) of this Agreement and applicable Michigan law. The State may immediately terminate this Contract in whole or in part without penalty due to lack of appropriation or budget shortfalls. Except for print products, the State may terminate this Contract in whole or in part, without penalty and for any reason, after completing the initial 12 month term of the applicable Order Form being terminated. Except in the case of termination for non-appropriation or negative appropriation, if the State terminates this Contract for convenience, the State will pay all reasonable costs, as determined by the State, for State approved Transition Responsibilities as defined in Schedule A, the Statement of Work.
d) Effect of Termination. Except to the extent we have agreed otherwise, upon termination, all your usage rights end immediately and each of us must uninstall or destroy all property of the other, to the extent permitted by law and applicable record retention policies, and, if requested, confirm this in writing.
Termination of the Agreement will not (i) relieve you of your obligation to pay Thomson Reuters any amounts you owe up to and including the date of termination;
(ii) affect other accrued rights and obligations; or (iii) terminate those parts of the Agreement that by their nature should continue.
e)
(e) Amendments. We may amend these General Terms and Conditions from time to time by giving you at least 90 days prior written notice and the parties agree to incorporate such changes to the Agreement via Change Notice. You may request good faith negotiations regarding the amended terms and conditions. If the parties cannot reach mutual agreement on the amended terms and conditions within 90 days, you may terminate the agreement immediately upon written notice.
11. FORCE MAJEURE
Neither party may be liable for any damages or failure to perform our obligations under the Agreement because of circumstances beyond our reasonable control. If those circumstances cause material deficiencies in the products or services and continue for more than 30 days, either of us may terminate any affected product or service on notice to the other.
12. THIRD PARTY RIGHTS
No other third parties have any rights or remedies under the Agreement.
13. GENERAL
a) Assignment. You may not assign, delegate or otherwise transfer the Agreement (including any of your rights or remedies) to anyone else without our prior written consent, unless otherwise required by law or Executive Order. We may assign or otherwise transfer the Agreement (including any of our rights or remedies) in whole or in part to an affiliate or any entity qualified to do business in the State of Michigan that succeeds to all or substantially all of the assets or business associated with one or more products or services, and will notify you of any such assignment or transfer. We may subcontract any of the services in our sole discretion. Any assignment, delegation or other transfer in contravention of this Section 13(a) is void.
b) Feedback. You grant Thomson Reuters a perpetual, irrevocable, transferable, non-exclusive right to use any comments, suggestions, ideas or recommendations you provide related to any of our products or services in any manner and for any purpose.
c) Agreement Compliance. We or our professional representatives may review your compliance with the Agreement throughout the term of the Agreement;
provided, however, that We will not seek access to the State’s systems to complete this review. If the review reveals that you have exceeded the authorized use permitted by the Agreement, you will pay all unpaid or underpaid charges.
d) Governing Law. If not otherwise stated in the order form, the Agreement will be governed by the laws of the State of Michigan and each of us hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts of the State of Michigan located in Ingham County to settle all disputes or claims arising out of or in connection with the Agreement.
e) Precedence. If there is a conflict between documents, the order of precedence is: (a) first, the General Terms and Conditions, excluding its schedules, exhibits, and Schedule A – Statement of Work; (b) second, Schedule A – Statement of Work as of the Effective Date; and (c) third, schedules expressly incorporated into this Agreement as of the Effective Date. NO TERMS ON THOMSON REUTERS’ INVOICES, ORDERING FORMS OR DOCUMENTS (with the exception of the products, services, charges (which will be consistent with those set forth in Schedule B) Account Validation and Certification Form, and quantities provided on the Order Forms), WEBSITE, BROWSE-WRAP, SHRINK-WRAP, CLICK-WRAP, CLICK-THROUGH OR OTHER NON-NEGOTIATED TERMS
AND CONDITIONS PROVIDED WITH ANY OF THE PRODUCTS OR
SERVICES WILL CONSTITUTE A PART OR AMENDMENT OF THIS
CONTRACT OR IS BINDING ON YOU (IE. THE STATE AND ITS AGENCIES)
FOR ANY PURPOSE. ALL SUCH OTHER TERMS AND CONDITIONS HAVE
NO FORCE AND EFFECT AND ARE DEEMED REJECTED BY YOU (IE. THE
STATE AND ITS AGENCIES), EVEN IF ACCESS TO OR USE OF THE
PRODUCTS OR SERVICES REQUIRES AFFIRMATIVE ACCEPTANCE OF
SUCH TERMS AND CONDITIONS. For avoidances of doubt, all schedules and exhibits that are referenced herein and attached hereto are hereby incorporated by reference. The following schedules are attached hereto and incorporated herein:
Schedule A – Statement of Work Schedule B – Pricing Schedule C – Supplier Additional Terms and Disclaimers Schedule D – West Order Forms Schedule E – Insurance Requirements
f) (Trials. All trials of our products and services are subject to the terms of these General Terms & Conditions, unless we notify you otherwise. Access to our products and services for trials may only be used for your evaluation purposes.
g) Support Provided. To assist in resolving technical problems with the Services, Thomson Reuters may provide telephone and/or online access to its helpdesk, or may provide self-help tools. Additional information related to the support provided by Thomson Reuters may be described on http://thomsonreuters.com/support-and-training or as otherwise provided by Thomson Reuters.
h) Nondiscrimination. Under the Elliott-Larsen Civil Rights Act, 1976 PA 453, MCL 37.2101, et seq., and the Persons with Disabilities Civil Rights Act, 1976 PA 220, MCL 37.1101, et seq., and Executive Directive 2019-09, Thomson Reuters and its subcontractors agree not to discriminate against an employee or applicant for…
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