CONTRACT 5514 Other Agreement No. 5514
a�. 1.. .
This Law ent Agreement
LAWENFORCEMENT) is A. P� ("Effective Dake") by and between
LexisNex s Claims Solutions Inc., onbe behalf of itself and Affiliates w`th its principal ]ace of business at 1000 Alderman Drive,
Alpharetta,Georgia 30005("Provider"),and City of El Segundo,with its principal place of operations at 348 Main Street,El Segundo,
California 90245 ("Agency"). Provider and Agency may be referred to herein individually as a"Party" and collectively referred to as
"Parties", "Affiliate"means any corporation, firm,partnership or other entity that directly or indirectly controls,or is controlled by,or
is under common control with Provider,
1. SCOPE.
Provider as part of its btasiness has developed several comprehensive products and services for law enforcement. Subject to the terms
and conditions of this Agreement,Agency desires to order and'Provider agrecs to provide the various products and services contained
herein (collectively referred to as the "Services") as described in an applicable order to this Agreement ("Order"). The 1}'ttrties
acknowledge Agency is a law enforcement entity with responsibility for the documentation,retention,and management of information
and reporting related to vehicle ac6dents,citations,and incidents occurring;within its jurisdiction(as used within this.agreement.,each
documented event is a"Report"). "]deport" shall also include any associated or supplemental information provided with the Report
including Agency name,images and upload date,as applicable.
2. LICENSE AND RESTRICTIONS.
2.1 l.ir r 1p trtlamzt,aktcl„l.Oc c 9tip.Mt ,trwc Ric>cl Upon execution of an applicable Order,provider hereby grants to Agency a
restricted,litnited,revocable license to use the Servicers Only as get forth in this Agreement and any applicable Order,and for
aro other purposes,subject to the restrictions and limitations.set forth below:
a. Agency shall not use the Services for marketing or commercial solicitation purposes,resell,or broker the Services to
any third-party or otherwise use the Services for any personal(non-law enforcement)purposes;and
b. Agency shall not access or use Services from outside the United States without Provider's prior written approval;
and
c. Agency shall not use the Services to create a competing product or provide data processing services to third parties;
and
d. Agency's use of the Services hereunder will not knowingly violate any agreements to which Agency is bound;and
e. Agency shall not harvest, post,transmit,copy,modify, create derivative works from,tamper,distribute the Services,
or in any way circumvent the navigational structure of the Services, including to upload or transmit any computer
viruses,Trojan Horses,worms or anything else designed to interfere with, interrupt or disrupt the normal operating
procedures of Services;and
f. Agency may not use the Services to store or transmit infringing,libelous,or otherwise unlawful or tortuous material,
or to store or transmit material in violation of third-party privacy rights or otherwise infringe on the rights of others;
and
g. Agency shall not reveal any user accounts or passwords for the Services to any third parties (third parties shall not
include Agency's employees who have a need to know such information);and
h. Agency shall not permit any third party(third parties shall not include Agency's employees who have a need to know
such information) to view or use the Services, even il'such third party is under contract to provide services to
Agency;and
i. Agency shall comply with all laws,regulations,and rules which govern the use of the Services.
2.2 QlKt It q�.,kt(tr�rs. In addition Provider may,at any time,impose restrictions and/or prohibitions on the Agency's use of the
Services, or certain data or no longer offer certain functionalities or features that may be the result of a modification in
Provider policy, a modification of third-party agreements, a modification in industry standards, a Security Event(defined
below),a change in law or regulation,or the interpretation thereof. Upon written notification by Provider of such restrictions,
Agency agrees to comply with such restrictions or, in the event that Agency is unable to comply, it shall notify Provider in
writing of its inability to comply within ten (10) days after receipt of Provider's written notification. In that event, either
Party may immediately terminate this Agreement by providing written notice thereof to the other Party without such
termination constituting a breach of this Agreement. Provider shall be Agency's designated preferred provider of such
Services as are mutually agreed to and defined hereunder,related to the handling of Agency's Reports.
ira It t 1p.ctt"' s w,,,,,,,„ 11d,_ ' „„_,,_, tt'iclyi_gns,- Agency agrees that, if Provider determines or reasonably suspects that:(i)
2.3 4',..(( l.js a�. lsrata"..,a _�...ear° kc....,,...
Agency is violating any license terms, restrictions, or other material provision of the Agreement; or (ii) Agency has
experienced a Security Event(as herein defined), Provider may, ,at its sale option,take immCdiate action gala taa and 'including,
without further obligation or liability of any kind,terminating.Agency's atccount and the license to arse the Services.
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Agreement No. 5514
3. RETENTION/DISTRIBUTION.
For all Services provided hereunder that involve Reports, Provider will maintain a copy of each Report for a period of no less than
seven (7) years front 0w date of the Report. Provider will distribute Reports and/or specific data extracted from the Report to
individuals or leg4l entities ("Authorized Requestors") and other authorized law enforcentent entities ("Agency Requestors") in
accordance with an applicable Order and all applicable laws arie,regulations.
4. SUPPORT AND MAINTENANCE.
4.1. Qtrgqing Maii i m'wr ic'e. Provider will,from time-to-time issue and/or provide maintenance including bug fixes,enhancements,
new features,. o'i-new Cianctionality that are generally made available to customers along with any corresponding changes to
documentation ("Maintenance"). Maintenance does not include work to custom code, customized configurations, or to
unauthorized modifications of the Services. Any Provider assistance beyond standard Maintenance will be billed at
Provider's (lien current pricing schedule, as agreed upon in advance by the Parties. Additionally, upon Agency's written
notice ofnew or revised legislation, statutes, or ordinances requiring any Services to be updated, Provider shall update or
modify the Services or particular form consistent with such new regulation within a reasonable time.
4.2. Suplip(t,$gry ices. Provider will provide ongoing support services for problems,queries or requests for assistance("Support")
provided that all requests for Support must be made to Provider Monday through Friday from 8:00 AM ET to 8:00 PM p'1"at
1-888-949-3835. Provider will also provide limited after hours Support including the ability to leave a message and receive a
call back the following business day or sooner,if critical. In order to provide Support,Agency will provide all information
reasonably required by Provider to identify the issue, including: an Agency point of contact(familiar with the Services and
issue),description of issue, screenshots,the impact, and assist in Provider's efforts to reproduce the problem(as applicable).
Provider will work to resolve problem with reasonable promptness for issues that are application or Services related(Provider
is not responsible for resolving issues caused by Agency hardware). The Agency agrees to provide Provider with data
transfers,as requested, remote access to the Services system,and with sufficient test time on the Agency's computer system to
duplicate the problem,to certify that the problem is with the Services,and to certify that the problem has been corrected. If
the problem cannot readily be resolved, Provider will attempt to identify a work around, Upon resolution of any issue,
Providvr shall naiify the Agency of such resolution via email. The Parties agree that Provider is not obligated to ensure that
its Services are compatible with outdated (exceeding 4 years from date of initial release) hardware, computer operating
services or database engine,,.
4.3. On Site SoplLtIrl, (n response to written Agency requests for Provider to provide on-site routine non-emergency support,e
Provider shall produce at.written estimate of the time required to provide the requested support and state any requirements,
stich as the presence of Agency staff or other resources or materials. Any on-site support provided by Provider shall only be
invoiced by Provider or paid by Agency if the problem arose: due to something other than a defect in the Services. The
Agency shall reimburse Provider at the rate of two thousand five hundred ($2,500.00) dollars per day for each Provider
employee who provides any on-site support, and such fees will not include any reimbursement for Provider travel time or
travel expenses.
5. FEES.
5.1.Lqc�jL�, �vidvr, Any fees due to Provider for Services hereunder shall be specified in an Order("Fees"). For any
Order where Fees are specified,Provider will issue an invoice to Agency pursuant to the terms in the Order. Invoices shall be
paid in full by Agency within thirty (30) days froni invoice date. Provider may increase or decrease the Fee fiAlowing the
Initial Term(as defined in an applicable Order) in an Order by providing Agency no less than sixty(60)days written notice
prior to the effective date ot'with pricnigchangcfit the event Agency has a good faith dispute on all or a portion of an
unpaid invoice("Dispute"),Agency shall notify Provider in writing and follow the procedures set forth below. To the extent
an interface or other technological development is required to enable an Agency designated third party(i.e.,RMS Vendor)to
receive Reports from Provider at Agency's request or to enable Provider to intake Agency Data,such cost shall not be borne
by Provider,, If any invoice(or undisputed portion thereof) remains unpaid and not subject to a Dispute after sixty(60)days
from the invoice date, Provider shall have the right to terminate this Agreement (including all Services) or the right to
discontinue the applicable Service immediately,without such action constituting a breach or incurring any liability herein.All
f"ces not properly disputed or paid shall accrue interest at the rate of eighteen percent (19%) per annum, All Fees are
calculated for payment made via ACH, Wire,or Agency check. Agency agrees that Fees exclude taxes(if applicable)or other
cost incurred by Agency's RMS Vendor or other third parties and agrees such costs shall be passed on to Agency . Provider
shall not be required to enter into a third-party relationship to obtain payment for the Service provided to Agency;ho%�,evcr,
should Provider elect to do so,Provider reserves the right to charge Agency additional fees for such accommodation.
5.2. Fev—diie toj\&ytu . All Reports requested by Agency Reclucsiors shall lie provided free of charge, Provider will collect a
fee as set forth in an applicable Order ("Agency Fcc(s)") on behalf of Agency for Report requests by an Authorized
Requestor. Provider will remit any Agency Fees to Agency using the process as hcrein,defined. For clarity, if a fee is not
charged to art Authorize(l Requestor for the Report,no Agency Fee shall be collected or paid to Agency. In connection with
this Section, on a nionthly basis, Provider will electronically transfer to Agency's designated account, the total amount of
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Agreement No. 5514
applicabIc Agency Fees collcctcd by Provider during the previous month. Provider will provide a monthly report to Agency
identit'viag,the number of Reports provided on its behalf.
5.3. ncd by -e permitted by law, Provider will charge a convenience 1ec for each Report provided to an
Whev
Authori,7,od kcquvstor("Cott ven ience Fee")which shall be retained by Provider. Vic Convenience Fee,shall be established
by Provider at its discretion,but in no event shall exceed the amount a provider may legally charge an Authorized Requestor.
6. TERMS AND TERMINATION.
6.1. Term. This Agreement shall commence upon the Effective Date and shall continue until terminated in accordance with this
Agreomeol. Each Order shall set forth the specified term for the particular Service.
6.2.Termination.
6.2.1. Either Party may terminate this Agreement or any Order for cause if the other Party breaches a material
obligation under the terms of this Agreement and thils to cure such breach within thirty (30) days of
receiving written notice thereof from the tion-breaching Party, provided, however, that 0'such material
breach is of a nature that it cannot be cured, immediate termination shall be allowed. Failure to pay by
either Party shall be considered-it material default.
62,2. Either Party may elect to terminate this Agreement or any Order by providing written notice to the other of
such intent, at least ninety(90)days prior,to the end of the applicable Order tens,
6.2.3. Provider may, upon six(6)months written notice to Agency, tenrinate any Service lhat will no longer be
supported or offered by Provider. Provider will inake reasonable efforts to transition Agency to a similar
Service, if available. Further,Provider may at any time cease to provide Agency access to any portions of
features of the Services thereof which Provider is no longer legally or contractually permitted to provide.
6.3, F oj"TerjniqaficmUpon termination of this Agivement, each Pai-ty shall be liable for payment, to the other Party of all
amounts due and payable f6v Services provided through the effective date ol'such termination, I 1pon receipt of Agency's
written request taller tetrninatiour, Provider shall provide Agency with access to Reports provided by Agency under this
Agreentent and/or data provided through provision of the Services by Agency under an applicable Order so Agency may
download and/or copy such infortriation, Provider sNall not be obligated to delete from its databases(or from other storage
media) and/or return to Agency, Reports already provided to Provider by Agency, and shall be permitted to confirme to
inaintain and distribute the Reports already in its possession to Authorized Requestors in compliance with applicable laws and
regulations,
7. RELEVANT LAWS.
Fach Party shall comply with all applicable federal,state,and local laws and regulations related to its performance hereunder,
including:
7.1. I)rJvcr's,-l1rJv-acY,P,r91cc1tiqn1Act. Agency acknowledges that certain Services provided under this Agreement may include the
provision of certain personal information from a motor vehicle record obtained by Provider from state Departments of Motor
Vehicles as those terms are defined by the Federal Driver's Privacy Protection Act, IS U.S.C. §2721 et seq.,("DPPA")and
its state analogues("DMV Data"),and that Agency is required to comply with the DPPA or its state analogues,as applicable.
Agency agrees that it may be required to certify its permissible use of DPPA or DMV Data at the time it requests information
in connection with certain Services and will recertify upon request by Provider.
7.2, Fp'rQ10Kt—Rcpq!tu1rg tact. The Services provided pursuant to this Agreement are not provided by "consumer reporting
agencies"as that territ is defined in the Fair Credit Reporting Act(15 U.S.C. § t681,et seq.)("FCRA")and do not constitute
"consumer reports"as that term is defined in the FCRA. Agency certifies that it will not use any of the information it receives
through the Services in whole or in part as a factor in determining eligibility for credit, insurance,or employment or for any
other eligibility purpose that would qualify the information in as a consumer report
7.3. i�(p1rig!Li
--It . _ _L q qki. Unless otherwise contemplated by an applicable Business Associate Agreement executed by
the Parties,Agency will not provide Provider with any Protected Health Information(as that term is defined in 45 C.F.R.See.
160.103)or with Electronic Health Records or Patient Health Records(as those terms are defined in 42 U.S.C.Sec. 17921(5),
and 42 U.S.C. Sec. 17921(11), respectively) or with information from such records without the execution of a separate
agreement between the Parties.
7.4, Social Sqcurity Social Security Numbers may be available hereunder as part of Reports and/or related data
provided from certain states. However, Agency shall not provide Social Security Numbers to Provider under any
circumstance under this Agreement, Should Agency require more information on Social Security Numbers or its obligations
in relation thereto, Agency should contact Provider Agency Service at t-866-215-2771 for assistance,
7.5. 11,)t 1"gy ..J)rinqj"Ie . Agency shall comply with the "Provider Data Privacy Principles" available at
C p as updated from time to time. Provider shall notify Agency
in writing in the event that material changes are made to the Provider Data Privacy Principles.
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Agreement No. 5514
7.6.Security. Agency agrees to protect against the misuse and/or unauthorized access of the Services provided to Agency in
accordance with this Agreement and as set forth in Exhibit A,attached hereto.
8. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY OWNERSHIP.
8.1. 1)011104'onr "Coitlidential Intbrination"incans all non-public information provided by the disclosing Party to the receiving Party
hereunder, including,Without limitation, the terms of this Agreement,all infortnittion related to technical, firianciol,strategies and
related information, business infilmiatiort, computer Programs, algorithms, know-how, processes, databases, systents, ideas,
inventions (whether patentable or not),SCheinatics'. 'Trade Secrets(as defined by applicable law)and other frilbrination(whether
written or oral). Confidential Information does not include Reports and information related thereto. Confidential Information
does not include information that was,at the time of the disclosure; (a)or becomes(through no improper action or inaction by the
recipient)generally known to the public;(b)lawfully disclosed to recipient by a third-party and received in good faith and without
any duty ofcontidentia!ity by the recipient or the third-party, (c) 'art recipient's possession or known to it prior to receipt from
diiicloscr;,or((I)independently developed by recipient; provided in each case Oiat such forgoing information was not delivered to
or obtained by recipient as it result ol'any breach of this Agreement,
&2. rrcappen
uses to p �patkayi, [`,ach Party agrees to protect the Confidential Information with the salmi;degree,ofcare it
rotect its own confidential information of a similar nature,but not less than a reasonable standard of care arid not to use
the other Party's Confidential Information other than as necessary to perforni its obligations or as permitted under this Agreement.
A Party shall not remove or destroy any proprietary or confidential legends or markings placed upon or contained within any
tnlidential information.
83. Intellecty,I I Each Party retains all riglil,title,un(l interest ander applicable contractual,copyrightand related
F11 "lo,their respective Confidentiai InfOrtnation, including (lie right to use such 66onnation lur all purposes pennissible by
applicable laws, rules, and regulations. Provider retains all rights (other than the limited license granted herein), tittle„ interest,
ownership and all intellectual property rights in the Services including any improvements or modifications thereto,and Agency
shall use such information consistent with such right,title and interest and notify Provider of any threatened or actual infTingement
thereof. Agency shift not remove or obscure any copyright or other notices from the Services or niaturials provided hereunder.
8."l, L-�'x�g
dC' )Irt J)tgtq.j^ A Party may disclose Confidential Information solely to the extent required by
subpoona, court order or other govern tinentai authority, provided that the receiving Party provides the disclosing Party prompt
written notice or Such subpoena,court order or other governmental authority so as to allow the disclosing Party an opportunity to
obtain a protective order to prohibit or limit such disclosure at its sole, cast and expense. Confidential [nforniation disclosed
pursuant to subpoena, court order or other governmental authority shall otherwise remain subject to the terms applicable to
Confidential Information.
8.5, [)it 0.ti-511l. Each Party's obligations with respect to Confidential Information shall continue for the term of this Agreement and for
--
a period of five(5) years after terniiiiation of this Agreement,provided however,that with respect to 1"rade Secrets,each Party's
obligations shall contimie for so long as such Confidential Information continues to constitute a Trade Secret.
8.6. 12qt `Lot it!q)gial Upon the written request of a Party (and except its otherwise specifically set forth in an
-1.grfl �1( _tC -- _�7_
applicable Order), each 1;7,,r li�ll return or destroy (and cerfif'y such destruction in a signed writing) any of tile other Party's
Confidential Information unless retention of such information is required by law,regulation,court order,or other similar mandate.
8.7. 1 unwiv ,Relief.In the event of a breach or a threatened breach of the confidentiality or privacy provisions of this Agreement,the
non-breaching Party may have no adequate remedy in monetary damages and, accordingly, may seek an injunction against the
breaching Party.
&S.QbA. During the tensa of this Agreement and subject to approval by Agency, Agency agrees to serve as a reference for the
Services, which may include(i)rcfbrcncc calls with mutually acceptable pruspec(s,, (6),,pul)[ished"success story"'describing the
partnership with Provider;(iii)tine use of Agency's narne in Provider marketing activities,or(N)as favorable reference off'ruvider
to an industry analyst or at an industry conference.
8.9. Notwithstanding the above, to the extern that Provider digcloses its Confidential Information to Agency, Provider acknowledges
Heat Agency is subJect to California Public Records Act ("CPRA"). Provider understands that the public shawl] have access to
public records, unless the records are exempt and/or confidendaf under applicable law. Prior to any disclosure requested under
CPRA, Agency shall give Provider prompt written notice of such request. Provider shall have seven (7) days frorn, the date it
receives such notice to provide evidence 01*a Statutory exemption under applicable law nifficient to protect the inforination or
obtain it protective order or equivalent from a court of competent Jurisdiction, if information is disclosed pursuant to a request
under CPR A, Agency will take reasonable steps to limit ally such provision ol'Cunliderflial Information to the Specific:illfOrtuation
requested. 'The parties understand and agree that Ole failure by Provider to timely respollif to the notice provided by Agency may
result in lite disclosure of the requested information pursuant to CPRA, 1-lowever, Provider acknowledges and agrees that the,
Agreement and Order will be uploaded to Agency's website,which is accessible by the public.
9. PROVIDER AUDIT RIGHTS.
Agency miderstands and agrees that, in order to ensure Agency's compliance with the Agreement, as well as with applicable laws,
regulations and rules,Provider's obligations under its contracv;i with its data providers,and Provider's internal policies,Provider may
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aNreement No, 5514
conduct periodic reviews of Agency's use of the Services and may, upon reasonable notice, it Agency's records, processes and
procedures related to Agency's use, storage and disposal (11' the Services and information received therefrom, Agency agrees to
Cooperate frilly with ally and all audits and to respond to any such audit inquiry widlill tell (10) hUsirlOss dilYs, unless an expedited
response is required. Violations discovered in any review antUor audit by Provider will be subject to inuilediate llckjoln including,but
not limited to, invoicing for any applicable Fees(if Services are based on number of users and Agency',,use:exceeds licenses granted),
suspension or termination of the license to use the Services, legal action,andfor referral to f-'edcral or state regulatory agencies,
10. REPRESENTATIONS AND WARRANTIES.
Agency represents and warrants to Provider that Agency is fully authorized to disclose Reports, information, all(] related data or,
images to Provider in a"ordance with this Agreement and to grant Provider the rights to provide the Services as described herein.
WheN reolaction of Reports is required prior to provision to,Provider,Agency represent%and warrants It will redact applicable Reports
consistent with all laws and regulations, In pert'ornling their respective obligations tinder this Agreement,each Party agrees to use any
data kind provide any services, in strict collforniance with applicable laws a.ad regulations, and Further, to comply with all applicable
binding orders orany court or regulatory entity and consistent with the terms of this Agreement.
11. LIMITATION OF WARRANTY.
For purposes of this section,"Provider"includes Provider and its Affiliates,subsidiaries,parent companies,and data providers. THE
SERVICES PROVIDED BY PROVIDER ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY,EXPRESS,IMPLIED,
OR OTHERWISE, REGARDING ITS ACCURACY OR PERFORMANCE INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY,
ORIGINALITY, OR OTHERWISE, OF ANY SERVICES, SYSTEMS, EQUIPMENT OR MATERIALS PROVIDED
HEREUNDER,
12. LIMITATION OF LIABILITY.
To the extent perrilitted by applicable law, Provider's entire liability for any eliims(s)resulting from its acts or omissions, including,
but not firnited to negligence claims under this Agreement shall not exceed tile total amount of Fees actually received by Provider ftom
Agency(excluding pass through or out of pocket expenses) for the sPecific Services ftorn which liability arises during the twelve(12)
month period immediately preceding the event first giving rise to such liability, Mid it'not yet in file twelfth (12") month of this
Agreement, for the period leadiug tip to stich event. To the extent the relevant Services are made available at no cost to Agency,than
in no event shall Provider's liability to Aggency under this Agreement exceed One liundred dollars($100,00) in tile aggregate, This
limitation of fiabilay will not apply to any claims, actions, daniages, liabilities or rules rellifing to or arising front Provider's gross
negligence or willful misconduct.in no event shall Provider be liable for ally indirect,special, incidental,or consequential damages ill
connection with this Agreement or the performance or failure to perform hereunder,even if advised of the possibility of such damages.
13. INDEMNIFICATION.
To the extent permitted under applicable law,each Party shall defend,indemnify,and hold harmless the other Party, its Affiliates,and
their officers, directors, employees, and Agents (the"Indemnified Parties") against and from any and all losses, liabiIities, damages,
actions, ctaims, deprialni.4, se(flernents, judgments, and any other expenses (inciuding reasonable attorneys' tees), Which are asserted
against tile Indemnified Parties by a third party, but only to tile extent caused by (i) violation of law in the performance of its
obligations under this Agreement by tile indemnify'in'g party, its Affiliates, or the officers, Agents of calploytes of Such party (the
"Indemnif"ying Parties"); (H)the gross negligence or willfal misconduct of the ltidemnifying Partics during the term of this Agreement;
(iii) violation, infringement or misappropriation of any U.S. patent, copyright, trade secret or other intellectual property right; or(iv)
with respect to Agency, violation of any of the license terms or restrictions contained in this Agreement. The indemnities in this
section are subject to the Indemnified Parties promptly notifying the Indemnifying Parties in writing of any claims or suits.
14. FORCE MAJEURE.
Neither Party will be liable fair ally delay or fidlure to porflorril its kitfligations hereunder due to causes beyond its reasonable eonirc,4
including but not limited to natural disaster, pandemic, casualty, act of bard or public enemy, riot, terrorism, orgovernmental act;
provided, however,that such Party will not have contributed in any way to such event, if tile delay or,failure continues beyond thirty
(30)calendar days,either Patty may terminate(his Agreement or any impacted Order with no further liability,except that Agency will
be obligated to pay Provider for[tic Services provided under this Agreement prior to the effective date of such termination.
15. NOTICES.
All notices.requests,demands or other coinnitinications under this Agreement shall be in writing to 1ho address set forth in the opening
paragraph and shall be deemed to have been duly given; (i)oil tile[late o(scrvice if served personally on the Party to whom notice is to
he given; (6) oil the day after delivery to a Commercial or postal overnight carrier service; or(iii) tla the liflit (Jay after ,,ailing, if
inailed to the Party to whore such notice is to he given, fly first class maid, registered or certified, Postage prepaid and properly
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Agreement No. 5514
addressed. Any Party hereto may change its address for the purpose of this section by giving the other Party timely,written notice of
its new address in the manner set forth above.
16. MISCELLANEOUS.
16.1 Affiliates. Agency understands and agrees that certain Services furnished under this Agreement may actually be provided by
one or more of Provider'Affiliates.
16.2 topdc gieatslr rat Contractor/No Ag qq . Each Party acknowledges that it has no authority to bind or otherwise obligate the other
Party.
16.3 Ansi 7nt�Ipent. Neither Partyshall assign this Agreement in whole or in part without the prior written consent of the gather Party,
and any such attempted assi,grunent contrary to tlae foregoing shall be void. Notwithsttinding tine foregoing an assignment by
operation of law, as a result of at raaerger or consolidation of a Party, does not require the conbient of the other party. This
[6.4 t ;�4,..i will
ltaa;bind.in tdt�Ion she Parties'respective successors and assigns.
Agreementg p
t r'„ylaMbty, The headings in this Agreement are inserted for reference only and are not
intendW to ,affect the meaning or interpretation of this Agreement. The language of this Agreement shall not be construed
against either Party. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity,
. &1 Hmmmm_ remaining provisions shall not in any way be affected or impaired thereby.
_
16.5 legaµhity, crti site enforceability 1 f she v No failure or delay on the part of any Party in exercising any right or remedy provided in
this Agreemeut will operate as a waiver thereof. Unless otherwise provided herein, any remedy will be cumulative to any
other right or remedy available at law or in equity.
16.6 Survival. Sections 2-4,7-12,and 15 shall survive the termination or rescission of this Agreement.
16.7 a,t r,tmvielt,r �„I,;;at,g,iul,itLc:. Provider may utilize facilities located outside the United States to provide support or the Services
tinder this Agreement,and if such centers are tatilized they shall be,under the control of Provider and subject to all Provider
policies that,govern dala:access,protection tend transport in the United States.
16.8 I'Ait rc.....Aurcenie nt. This Agreement represents (lie entire agreement of the Parties and supersedes all previous and
contemporaneous aoxnmtaat'it;atiotas or agreements regarding„the subject matter hereto. Agency by its s'ignaturc below hereby
certifies that Agency agrees to be bound by the terms and conditions of this Agreement including those terms and conditions
posted on web pages specit"ica;ly set forth herein or containcd with any solitware provided tinder this Agreement,aw nuty be
updated from ti.ine to time, Any additionalterms or conditions contained in purchase orders or tither forms are expressly
rejected by Provider,and shall not be binding, Acceptance or atom-rejection ol'pnrehase orders or other forms containing such
terns; Provider's continuation of providing 'Products or 'Services, or any other inaction by Provider ,shall not constittite
Provider's consent to or acceptance of any additional or different,terms fi-om that stated in this Agreement. This Agreement
may,only be modified by a written document signed by both Parties.
16.9 Governing,T,�Iw, The Agreement will be governed by and construed under the laws of the State of California excluding its
conflict of law rules.
IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed by their respective authorized representatives
as of the Effective Date.
Provider: LexisNwd arinrs "oltatior Agency: City FI -g,tn a
Signatures Signature:.
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Title: Title:City Manager
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EXHIBIT A-SECURITY AND NOTIFICATION REQUIREMENTS
Law Enforcement Agreement Q4.V2.t6(dc 12,4.17) Page 6 of 7
Agreement No. 5514
1. Data Protection.
Ag,cricy shall take appropriate ITICaSures to protect agaillm the 111isuse and unauthorized access through or to Agency's(i) credentia'l's
("Account IDS") used to access the Services; or (ii) corresponding passwords, whether by Agency or any third party; or (in) site
Services andtor information derived thereftm. Agency shall manage identification, use, and access control to all Account IDS in an
appropriately woure trwoner and shall promptly deactivate any Account IDS when no longer needed or where access presents a security
risk. Agency shall implement its Own appropriate program for Account ID management and shall use commercially reasonable efforts
to follow the policies and proccdurcs for account inaintttiance as may be communicated to Agency by Provider from time to time in
writing.
2. Agency's Information Security Program.
Agency shall implement wid documesit appropriate policies, and procedures COVeTiTIg 111C ildalilliSlMfiM physical and technical
sat'i;.Suards in place and relevant to the access, use, storage, destruction, and control of inibtmation which are measured against
obJective Standards and controls ("Agancy'% Inforniatiou Security Program"). Agency's intlomiation Security Program shall- (1)
account for known and reasonably anticipated threats and Agency shall monitor for riew threats On an ongoitig basis;and(2)meet or
exceed industry best practices, Agency will promptly remediate any deficiencies identified in Ages-key's Infomiation Security program,
Agency shall not allow the transfer of any personally identifiable information received from Provider across any national borders
outside the United States without the Prior written consent of Providcr.
3. Agency Security Event.
In the event Agency learns or has reason to believe that Account IDs, the Services, or any information related thereto have been
misused,disclosed,or accessed in an unauthorized manner or by an unauthorized person(an"Agency Security Event")Agency shall:
(i) provide immediate written notice to:
a) the Information Security and Compliance Organization at 1000 Alderman Drive,Alpharetta,Georgia 30005;
or
la) via email to(security,investigations@ lexisnexis.com);or
c) by phone at(1-888-872-5375)with a writtennotificsition to follow within twenty four(24)hours;and
(ii) promptly investigate the situation;and
(iii)obtain written consent from Provider,not to be unreasonably withheld,prior to disclosing Provider or the Services to any
third party in connection with the Agency Security Event;and
(iv) if required by law,or in Provider'discretion, Agency shall:
a) notify the individuals whose information was disclosed that an Agency Security Event has occurred;and
b) be responsible for all legal and regulatory obligations including any associated costs which may arise in
connection with the Agency Security Event;and
(v) remain solely liable for all costs and cla4vis that may arise from the Agency Security Event,including,but not limited to:
litigation (irtcludiiig attorney's fees); reimbursement sought by indivkhjals (including costs for credit t1lorlitoringand
other losses alleged to be in connection with such Agency Security Event);and
(vi)provide all proposed Ifurd party noklication materials to Provider for review and approval prior to distribution.
In the event of an Agency Security Event, Provider may, in its sole discretion, take immediate action, including suspension or
termination of Agency's account,without further obligation or liability of any kind,
Law Enforcement Agreement Q4.V2.16(dc 12.4,[7) Page 7 of 7