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LAW ENFORCEMENT AGREEMENT
This Law Enforcement Agreement ("Agreement") is dated ("Effective Date") by and between
LexisNexis Claims Solutions Inc., on behalf of itself and its Affiliates Alits principal place of business at 1000 Alderman Drive,
Alpharetta, Georgia 30005 ("Provider"), and City of Fresno, California, with its principal place of operations at 2323 Mariposa Street,
Fresno, California 93721 ("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 business 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 agrees 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 Parties
acknowledge Agency is a law enforcement entity with responsibility for the documentation,retention,and management of information
and reporting related to vehicle accidents,citations,and incidents occurring within its jurisdiction(as used within this Agreement,each
documented event is a "Report"). "Report" 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 License Grant and License Restrictions. Upon execution of an applicable Order,Provider hereby grants to Agency a
restricted,limited,revocable license to use the Services only as set forth in this Agreement and any applicable Order,and for
no 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 tortious 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 if 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 Other Restrictions. 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.
2.3 Violation of License Terms and 1 or Restrictions. Agency agrees that, if Provider determines or reasonably suspects that: (i)
Agency is violating any license terms, restrictions, or other material provision of the Agreement; or (ii) Agency has
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experienced a Security Event(as herein defined), Provider may, at its sole option,take immediate action up to and including,
without further obligation or liability of any kind,terminating Agency's account and the license to use the Services.
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 from the date of the Report. Provider will distribute Reports and/or specific data extracted from the Report to
individuals or legal entities ("Authorized Requestors") and other authorized law enforcement entities ("Agency Requestors") in
accordance with an applicable Order and all applicable laws and regulations.
4. SUPPORT AND MAINTENANCE.
4.1. Ongoing Maintenance. Provider will, from time-to-time issue and/or provide maintenance including bug fixes,enhancements,
new features, or new functionality 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 then current pricing schedule, as agreed upon in advance by the Parties. Additionally, upon Agency's written
notice of new 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. Support Services. 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 ET 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,
Provider shall notify 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 engines.
4.3.;9n5ite_&Wort. In response to written Agency requests for Provider to provide on-site routine non-emergency support,
Provider shall produce a written estimate of the time required to provide the requested support and state any requirements,
such 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. Fees due to Provider. 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 from invoice date. Provider may increase or decrease the Fee following 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 of such pricing change. In 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
Fees not properly disputed or paid shall accrue interest at the rate of eighteen percent (18%) 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;however,
should Provider elect to do so,Provider reserves the right to charge Agency additional fees for such accommodation.
5.2. Fees due to Agen�v. All Reports requested by Agency Requestors shall be provided free of charge. Provider will collect a
fee as set forth in an applicable Order ("Agency Fee(s)") on behalf of Agency for Report requests by an Authorized
Requestor. Provider will remit any Agency Fees to Agency using the process as herein defined. For clarity, if a fee is not
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charged to an Authorized Requestor for the Report, no Agency Fee shall be collected or paid to Agency. In connection with
this Section, on a monthly basis, Provider will electronically transfer to Agency's designated account, the total amount of
applicable Agency Fees collected by Provider during the previous month. Provider will provide a monthly report to Agency
identifying the number of Reports provided on its behalf.
5.3. Fees retained by Provider. Where permitted by law, Provider will charge a convenience fee for each Report provided to an
Authorized Requestor ("Convenience Fee") which shall be retained by Provider. The 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
Agreement. 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 fails to cure such breach within thirty (30) days of
receiving written notice thereof from the non-breaching Party, provided, however, that if 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 a material default.
6.2.2. 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 term.
6.2.3. Provider may, upon six (6) months written notice to Agency, terminate any Service that will no longer be
supported or offered by Provider. Provider will make 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. Effect of Termination. Upon termination of this Agreement, each Party shall be liable for payment to the other Party of all
amounts due and payable for Services provided through the effective date of such termination. Upon receipt of Agency's
written request after termination, Provider shall provide Agency with access to Reports provided by Agency under this
Agreement and/or data provided through provision of the Services by Agency under an applicable Order so Agency may
download and/or copy such information. Provider shall 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 continue to
maintain and distribute the Reports already in its possession to Authorized Requestors in compliance with applicable laws and
regulations.
7. RELEVANT LAWS.
Each Party shall comply with all applicable federal,state,and local laws and regulations related to its performance hereunder,
including:
7.1.Driver's Privacy Protection Act. 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, 18 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. Fair Credit Reporting Act. The Services provided pursuant to this Agreement are not provided by "consumer reporting
agencies"as that term is defined in the Fair Credit Reporting Act(15 U.S.C. § 1681, 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. Protected Health Information. 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. Sec.
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 Security Numbers. 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 1-866-215-2771 for assistance.
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7.5. Privacy Principles. Agency shall comply with the "Provider Data Privacy Principles" available at
ht ://www.lexisnexis.cam/ rivac /data- rivac - rinci les.as x, 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.
7.6. Securi . 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. Definition. "Confidential Information" means all non-public information provided by the disclosing Party to the receiving Party
hereunder, including, without limitation, the terms of this Agreement, all information related to technical,financial,strategies and
related information, business information, computer programs, algorithms, know-how, processes, databases, systems, ideas,
inventions (whether patentable or not), schematics, Trade Secrets (as defined by applicable law) and other information(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 of confidentiality by the recipient or the third-party; (c) in recipient's possession or known to it prior to receipt from
discloser; or(d) independently developed by recipient; provided in each case that such forgoing information was not delivered to
or obtained by recipient as a result of any breach of this Agreement.
8.2. Treatment of Confidential Information, Each Party agrees to protect the Confidential Information with the same degree of care it
uses to protect its own confidential information of a similar nature, but not less than a reasonable standard of care and not to use
the other Party's Confidential Information other than as necessary to perform 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
Confidential Information.
8.3. Intellectual Property Ownership. Each Party retains all right, title, and interest under applicable contractual,copyright and related
laws to their respective Confidential Information, including the right to use such information for all purposes permissible by
applicable laws, rules, and regulations. Provider retains all rights (other than the limited license granted herein), title, 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 infringement
thereof. Agency shall not remove or obscure any copyright or other notices from the Services or materials provided hereunder.
8.4. Exception for Subpoenas and Court Orders. A Party may disclose Confidential Information solely to the extent required by
subpoena, court order or other governmental authority, provided that the receiving Party provides the disclosing Party prompt
written notice of 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 cost and expense. Confidential Information disclosed
pursuant to subpoena, court order or other governmental authority shall otherwise remain subject to the terms applicable to
Confidential Information.
8.5. Duration. 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 termination of this Agreement,provided however, that with respect to Trade Secrets,each Party's
obligations shall continue for so long as such Confidential Information continues to constitute a Trade Secret.
8.6. return of Confidential Information. Upon the written request of a Party (and except as otherwise specifically set forth in an
applicable Order), each Party shall return or destroy (and certify such destruction in a signed writing) any of the other Party's
Confidential Information unless retention of such information is required by law,regulation,court order,or other similar mandate.
8.7. Injunctive 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.
8.8. Other. During the term of this Agreement and subject to approval by Agency, Agency agrees to serve as a reference for the
Services, which may include (i) reference calls with mutually acceptable prospects; (ii) a published"success story"describing the
partnership with Provider; (iii)the use of Agency's name in Provider marketing activities;or(iv)a favorable reference of Provider
to an industry analyst or at an industry conference.
9. PROVIDER AUDIT RIGHTS.
Agency understands 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 contracts with its data providers, and Provider's internal policies,Provider may
conduct periodic reviews of Agency's use of the Services and may, upon reasonable notice, audit Agency's records, processes and
procedures related to Agency's use, storage and disposal of the Services and information received therefrom. Agency agrees to
cooperate fully with any and all audits and to respond to any such audit inquiry within ten (10) business days, unless an expedited
response is required. Violations discovered in any review and/or audit by Provider will be subject to immediate action including,but
not limited to,invoicing for any applicable Fees(if Services are based on number of users and Agency's use exceeds licenses granted),
suspension or termination of the license to use the Services, legal action,and/or referral to federal or state regulatory agencies.
10. REPRESENTATIONS AND WARRANTIES.
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Agency represents and warrants to Provider that Agency is fully authorized to disclose Reports, information, and related data or
images to Provider in accordance with this Agreement and to grant Provider the rights to provide the Services as described herein.
Where redaction of Reports is required prior to provision to Provider,Agency represents and warrants it will redact applicable Reports
consistent with all laws and regulations. In performing their respective obligations under this Agreement,each Party agrees to use any
data and provide any services, in strict conformance with applicable laws and regulations, and further, to comply with all applicable
binding orders of any 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 permitted by applicable law, provider's entire liability for any claims)
resulting from its acts or omissions, including, but not limited to negligence claims under this agreement shall not exceed the total
amount of fees actually received by provider from agency(excluding pass through or out of pocket expenses) for the specific services
from which liability arises during the twelve (12)month of this Agreement, for the period leading up to such event. To the extent the
relevant services are made available at no cost to agency, then in no event shall provider's liability to agency under this agreement
exceed twenty five thousand dollars and 00/100 ($25,000) in the aggregate. This limitation of liability will not apply to any claims,
actions, damages, liabilities or fines relating to or arising from provider's gross negligence or willful misconduct. In no event shall
Provider be liable for any indirect, special, incidental or consequential damages in 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, liabilities, damages,
actions, claims, demands, settlements, judgments, and any other expenses (including reasonable attorneys' fees), which are asserted
against the Indemnified Parties by a third party, but only to the extent caused by (i) violation of law in the performance of its
obligations under this Agreement by the indemnifying party, its Affiliates, or the officers, Agents or employees of such party (the
"Indemnifying Parties"); (ii)the gross negligence or willful misconduct of the Indemnifying Parties 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 for any delay or failure to perform its obligations hereunder due to causes beyond its reasonable control,
including but not limited to natural disaster, pandemic, casualty, act of God or public enemy, riot, terrorism, or governmental act;
provided, however, that such Party will not have contributed in any way to such event. If the delay or failure continues beyond thirty
(30) calendar days, either Party may terminate this Agreement or any impacted Order with no further liability,except that Agency will
be obligated to pay Provider for the Services provided under this Agreement prior to the effective date of such termination.
15. NOTICES.
All notices,requests,demands or other communications under this Agreement shall be in writing to the address set forth in the opening
paragraph and shall be deemed to have been duly given: (i)on the date of service if served personally on the Party to whom notice is to
be given; (ii) on the day after delivery to a commercial or postal overnight carrier service; or (iii) on the fifth day after mailing, if
mailed to the Party to whom such notice is to be given, by first class mail, registered or certified, postage prepaid and properly
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.
16.1Affiliate s. Agency understands and agrees that certain Services furnished under this Agreement may actually be provided by
one or more of Provider'Affiliates.
16.2 Independent Contractor/No Agency. Each Party acknowledges that it has no authority to bind or otherwise obligate the other
Party.
16.3 Assignment. Neither Party shall assign this Agreement in whole or in part without the prior written consent of the other Party,
and any such attempted assignment contrary to the foregoing shall be void. Notwithstanding the foregoing,an assignment by
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operation of law, as a result of a merger or consolidation of a Party, does not require the consent of the other Party. This
Agreement will be binding upon the Parties' respective successors and assigns.
16.4 Headin s Inte retadon and Severability. The headings in this Agreement are inserted for reference only and are not
intended 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,
legality,or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
16.5 Waiver: Remedies Nan-Exclusive. No failure or delay on the part of any Party in exercising any right or remedy provided in
this Agreement 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 Provider Shared Facilities. Provider may utilize facilities located outside the United States to provide support or the Services
under this Agreement, and if such centers are utilized they shall be under the control of Provider and subject to all Provider
policies that govern data access,protection and transport in the United States.
16.8 Entire Agreement. This Agreement represents the entire agreement of the Parties and supersedes all previous and
contemporaneous communications or agreements regarding the subject matter hereto. Agency by its signature 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 specifically set forth herein or contained with any software provided under this Agreement, as may be
updated from time to time. Any additional terms or conditions contained in purchase orders or other forms are expressly
rejected by Provider and shall not be binding. Acceptance or non-rejection of purchase orders or other forms containing such
terms; Provider's continuation of providing Products or Services; or any other inaction by Provider shall not constitute
Provider's consent to or acceptance of any additional or different terms from that stated in this Agreement. This Agreement
may only be modified by a written document signed by both Parties.
16.9 Governing Law. The Agreement will be governed by and construed under the laws of the State of California, excluding its
conflict of law rules.
16.10 . Insurance. Throughout the life of this Agreement,Provider shall pay for and maintain in full force and effect all insurance as
required in Exhibit B,which is incorporated into and part of this Agreement,with an insurance company(ies)either(i)admitted by
the California Insurance Commissioner to do business in the State of California and rated no less than "A-VII" in the Best's
Insurance Rating Guide, or(ii) as may be authorized in writing by Agency's Risk Manager or his/her designee at any time and in
his/her sole discretion. The required policies of insurance as stated in Exhibit B shall maintain limits of liability of not less than
those amounts stated therein. However, the insurance limits available to Agency's, its officers, officials,employees,and agents as
additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the
named insured.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective authorized representatives
as of the Effective Date.
Provider: LexisNexis Cl s Solutions Inc. Agency: City of Fresno,California
Signature: Si re,
Printed N iWil adison Printed ame: J r • °�---
Title: Executive Vice President Title: ` =
Date: UD • `5- tg Date:
ATTEST:
YVONNE SPENCE, CMC
CITY CLERK
By ct•
❑ uty
Confidential—City of Fresno Law Enforcement Agreement Q4.V2.16(ast_120417)cbc_3.26.18 Page 6 of 10
EXHIBIT A-SECURITY AND NOTIFICATION REQUIREMENTS
1. Data Protection.
Agency shall take appropriate measures to protect against the misuse and unauthorized access through or to Agency's (i) credentials
("Account IDs") used to access the Services; or (ii) corresponding passwords, whether by Agency or any third party; or (iii) the
Services and/or information derived therefrom. Agency shall manage identification, use, and access control to all Account IDs in an
appropriately secure manner 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 procedures for account maintenance as may be communicated to Agency by Provider from time to time in
writing.
2. Agency's Information Security Program.
Agency shall implement and document appropriate policies and procedures covering the administrative, physical and technical
safeguards in place and relevant to the access, use, storage, destruction, and control of information which are measured against
objective standards and controls ("Agency's Information Security Program"). Agency's Information Security Program shall: (1)
account for known and reasonably anticipated threats and Agency shall monitor for new threats on an ongoing basis; and(2) meet or
exceed industry best practices. Agency will promptly remediate any deficiencies identified in Agency's Information 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 Provider.
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
b) via email to(security.investigations@lexisnexis.com); or
c) by phone at(1-888-872-5375)with a written notification 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 claims that may arise from the Agency Security Event, including,but not limited to:
litigation (including attorney's fees); reimbursement sought by individuals (including costs for credit monitoring and
other losses alleged to be in connection with such Agency Security Event); and
(vi) provide all proposed third party notification 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.
Confidential—City of Fresno Law Enforcement Agreement Q4.V2.16(ast_120417)cbc_3.26.18 Page 7 of 10
EXHIBIT B
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00
01, providing liability coverage arising out of your business operations. The Commercial General Liability policy
shall be written on an occurrence form and shall provide coverage for "bodily injury," "property damage" and
"personal and advertising injury" with coverage for premises and operations (including the use of owned and non-
owned equipment), products and completed operations, and contractual liability (including, without limitation,
indemnity obligations under the Agreement) with limits of liability not less than those set forth under"Minimum
Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising
out of the ownership,maintenance or use of automobiles in the course of your business operations. The Automobile
Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned
automobiles or other licensed vehicles(Code 1-Any Auto). If personal automobile coverage is used,the Agency,its
officers, officials,employees, and agents are to be listed as additional insureds.
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Technology Liability (Errors and Omissions) insurance appropriate to Provider's profession. Coverage shall be
sufficiently broad to respond to duties and obligations as is undertaken by Provider in this Agreement and shall
include but not be limited to, claims involving infringement of intellectual property, including but not limited to
infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or
destruction of electronic information, release of private information, alteration of electronic information, extortion
and network security. The policy shall provide coverage for breach response costs as well as regulatory fines
penalties and credit monitoring expenses with limits sufficient to respond to these obligations.
MINIMUM LIMITS OF INSURANCE
Provider, or any party the Provider subcontracts with, shall maintain limits of liability of not less than those set forth below. However,
insurance limits available to Agency, its officers, officials, employees, and agents as additional insureds with respect to the Auto
Liability and General Liability policies, shall be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKER 'COMPENSATION INSURANCE as required by the State of California with statutory
limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
Confidential—City of Fresno Law Enforcement Agreement Q4.V2.16(ast_120417)cbc_3.26.18 Page 8 of 10
f
5. TECHNOLOGY PROFESSIONAL LIABILITY insurance with limits of not less than:
(i) $5,000,000 per claim/occurrence; and,
(ii) $10,000,000 policy aggregate
UMBRELLA OR EXCESS INSURANCE
In the event PROVIDER purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum Limits of Insurance," this
insurance policy(ies) shall "follow form" and afford no less coverage than the primary insurance policy(ies). In addition, such
Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the Agency, its
officers,officials,employees,agents and volunteers.
s DEDUCTIBLES AND SELF-INSURED RETENTIONS
PROVIDER shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and
PROVIDER shall also be responsible for payment of any self-insured retentions. Any deductibles or self-insured retentions must be
declared to on the Certificate of Insurance, and approved by, the Agency's Risk Manager or his/her designee. At the option of the
Agency's Risk Manager or his/her designee,either:
(i) The insurer shall reduce or eliminate such deductibles or self-insured retentions as respects Agency, its
officers,officials,employees,agents and volunteers;or
(ii) Provider shall provide a financial guarantee, satisfactory to Agency's Risk Manager or his/her designee,
guaranteeing payment of losses and related investigations, claim administration and defense expenses. At
no time shall Agency be responsible for the payment of any deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain,or be endorsed to contain,the following provisions:
i. Agency, its officers, officials, employees, and agents are to be covered as additional insureds. Provider shall
establish additional insured status for the Agency and for all ongoing and completed operations by use of ISO Form
CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript insurance company
endorsement providing additional insured status as broad as that contained in ISO Form CG 20 10 1185.
2. The coverage shall contain no special limitations on the scope of protection afforded to Agency, its officers,
officials, employees, and agents. Any available insurance proceeds in excess of the specified minimum limits and
coverage shall be available to the Additional Insured.
3. For any claims relating to this Agreement, Provider's insurance coverage shall be primary insurance with respect to
the Agency, its officers, officials, employees, agents. Any insurance or self-insurance maintained by the Agency,its
officers, officials, employees, and agents shall be excess of Provider's insurance and shall not contribute with it.
Provider shall establish primary and non-contributory status by using ISO Form CG 20 0104 13 or by an executed
manuscript insurance company endorsement that provides primary and non-contributory status as broad as that
contained in ISO Form CG 20 0104 13.
The Workers' Compensation insurance policy is to contain, or be endorsed to contain, the following provision: Provider and its
insurer shall waive any right of subrogation against Agency,its officers,officials,employees,and agents.
If the Technolo&Liability insurancepolicy is written on a claims-made form:
1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of
work by Provider.
Confidential—City of Fresno Law Enforcement Agreement Q4,V2.l6(ast_120417)cbc_3.26.18 Page 9 of 10
2. Insurance must be maintained and evidence of insurance must be provided for at least five(5)years after completion of
the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall
be endorsed to provide not less than a five(5)year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date
prior to the effective date of the Agreement or the commencement of work by Provider, Provider must purchase
"extended reporting" coverage for a minimum of five(5)years completion of the Agreement work or termination of
the Agreement,whichever occurs first.
4. These requirements shall survive expiration or termination of the Agreement.
Provider is responsible for providing written notice to the Agency of any cancellation, nonrenewal or reduction in coverage. In the
event any policy is due to expire during the work to be performed for the Agency, Provider shall provide a new certificate, and
applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the
expiring policy.
Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits
by defense costs,then the requirement for the Limits of Liability of these polices will be twice the above stated limits.
SUBCONTRACTORS -If Provider subcontracts any or all of the services to be performed under this Agreement,Provider shall
require,at the discretion of the Agency Risk Manager or designee,subcontractor(s)to enter into a separate side agreement with the
Agency to provide required indemnification and insurance protection. Any required side agreement(s)and associated insurance
documents for the subcontractor must be reviewed and preapproved by the Agency Risk Manager or designee. If no side agreement is
required,Provider shall require and verify that subcontractors maintain insurance meeting all the requirements stated herein and
Provider shall ensure that the Agency,its officers,officials,employees,and agents are additional insureds. The subcontractors'
certificates and endorsements shall be on file with Provider,and Agency,prior to commencement of any work by the subcontractor.
VERIFICATION OF COVERAGE
Provider shall furnish Agency with all certificate(s) and applicable endorsements effecting coverage required hereunder. All
certificates and applicable endorsements are to be received and approved by the Agency's Risk Manager or his/her designee prior to
Agency's execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be
executed by a licensed and authorized agent or broker. Upon request of the Agency,Provider shall immediately furnish Agency with a
complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the
underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this
Agreement.
Confidential—City of Fresno Law Enforcement Agreement Q4.V2.16(ast_120417)cbc_3.26.18 Page 10 of 10
i
�g LexisNexis® I Cop logic""Solutions
Order No. 1 �q
eCommerce Servi
r �
This Order No. 1 ("Order")is entered into lbi da ❑ ,20 ("Order Mective Date")between
City of Fresno, California ("Agency") and LexisNexis taims Solution c., on be alf itself and its Affiliates("Provider")
and subject to the terms and conditions of the Law Enforcement Agreement effective ("Agreement")between the
Parties.
1. TERMS AND CONDITIONS.
All of the terms and conditions contained in the Agreement shall remain in full force and effect and shall apply to the extent
applicable to this Order except as expressly modified herein. To the extent that the terms and conditions of this Order are in
conflict with the terms and conditions of the Agreement, or any other incorporated item, this Order shall control. Capitalized
terms used herein but not defined shall have the same meaning as set forth in the Agreement.
2. DESCRIPTION OF SERVICES.
Provider, as part of its business, has developed web based portal(s) to distribute Reports to Authorized Requestors and other
authorized entities online. In exchange for the Services provided to Agency,Agency agrees that Provider shall have the sole and
exclusive right to sell the Agency's crash reports online and to distribute data extracted from the Reports. Agency retains the
rights to fulfill requests for a Reports made pursuant to state freedom of information laws.
3. SCOPE OF SERVICES.
Provider agrees to provide the following Services to Agency subject to the provisions of this Order. Any change to the Services
as set forth in this Order that occur after the Order Effective Date must be made by amendment to this Order, signed by both
Parties. Provider will provide the following Services subject to Agency's technology capabilities, processes, and work-flow
functionality:
3.1. Access to an online agency administration portal to view Reports,generate analytics,and obtain information related to
Agency's Reports
3.2. Establish a communication protocol to electronically or manually transfer Reports in a timely manner from Agency to
Provider; and
3.3. Provide Report retention and distribution services as set forth in in Section 3 of the Agreement
3.4. Other Services:Agency uses Crossroads Software Inc.("Crossroads")and hereby authorizes Provider to receive Reports
from Crossroads and to distribute such Reports in accordance with Section 3 of the Agreement. For any Reports for
which Provider does not receive electronic data elements from Crossroads, Agency acknowledges and agrees that
Provider shall (i) manually key certain data fields from such Reports and upload such Reports and related data into
Provider's systems and(ii)transfer such keyed data back to Crossroads for use in accordance with Crossroads'separate
agreement with Agency. Agency assumes any and all responsibility for the actions or inactions of such transfers to or
from Crossroads and indemnifies Provider from any and all claims Crossroads or other third parties may have arising
from or relating to Provider's compliance with this Agency request.
4. TERM AND TERMINATION.
This Order shall commence upon the Order Effective Date and shall continue for an initial term of thirty six(36)months("Initial
Term"), whereupon this Order shall automatically renew for additional twelve (12) month periods ("Renewal Term") unless
either Party provides written notice to the other Party,at least sixty(60)days prior to the expiration of the Renewal Term.
5. FEES.
Pursuant to Section 5 of the Agreement,the Agency Fee is Zero($0.00). There shall be no fee to Agency for the Services.
[Signatures on Following Page]
�4C❑VL%,
Confidential—eCommerce Order Q4.V1.17(ast_120417) Page I of 1G
ios
10.1 - ( 8
IN WITNESS WHEREOF, the Parties have caused this Order to be executed by their respective authorized
representatives as of the Effective Date.
Provider: LexisNexis Clai olutions Inc. Agency: City of Fresno,California
Signature: Sign e:
Printed am MA adison
Printed Na e: �t=.' - ! )!
Title: Executive Vice ident Title:
Date: Date: lb— —it)
ATTEST:
YVONNE SPENCE, CMC
CITY CLERK
icy
❑ uty
Confidential—eCrash Order Q4.V 1.15 Page 2 of 2