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date of such pricing change. To the extent an interface or other technological development is required to enable an Agency <br />designated third party (i.e., RIMS Vendor) to receive Reports from Provider at Agency's request or to enable Provider to <br />intake Agency Data, such cost shall not be borne by Provider. <br />4.1.1. Disputes. In the event Agency has a good faith dispute on all or a portion of an unpaid invoice ("Dispute"), Agency <br />shall notify Provider in writing and follow the procedures set forth herein. In the event of a Dispute, Agency shall <br />promptly, but in no case more than thirty (30) days from receipt of the invoice, notify Provider in writing pursuant <br />to the notice provisions of this Agreement ("Dispute Notice"). Agency shall identify in writing the specific cause of <br />the Dispute, the amount in dispute, and reasonable documentation supporting the Dispute. Invoices not disputed <br />within ninety (90) days of the invoice date will be deemed valid and may not later be disputed. The Parties agree to <br />use best efforts to resolve all Disputes promptly and in good faith. However, in the event the Parties are not able to <br />resolve a Dispute within sixty (60) days from Provider's receipt of a Dispute Notice, Provider shall have the right to <br />terminate this Agreement (including all Services) or the right to discontinue the applicable Service immediately, <br />without such action constituting a breach or incurring any liability herein. All Fees not properly disputed or paid shall <br />accrue interest at the rate of eighteen percent (18%) per annum. All Fees are calculated for payment made via ACH, <br />Wire, or Agency check. Agency agrees that Fees exclude taxes (if applicable) or other cost incurred by Agency's RMS <br />Vendor or other third parties and agrees such costs shall be passed on to Agency. Provider shall not be required to <br />enter into a third -party relationship to obtain payment for the Service provided to Agency; however, should Provider <br />elect to do so, Provider reserves the right to charge Agency additional fees for such accommodation. <br />4.2. Fees due to Agency. Using the process as herein defined, on behalf of Agency, Provider will collect and remit to Agency a <br />fee for all Reports ("Agency Fee") purchased from the eCommerce portal set forth on the applicable Order, including but <br />not limited to fees for purchases of Reports from that eCommerce portal by an Affiliate. On a monthly basis, Provider will <br />electronically transfer to Agency's designated account, the total amount of applicable Agency Fee collected by Provider <br />during the previous month. Provider will make available a monthly report to Agency identifying the number of Reports <br />provided on its behalf via the LexisNexis® Command Center ("Command Center") administration portal and/or its successor. <br />4.2.1. No Agency Fee will be paid with respect to the following: <br />(a) When an Affiliate of Provider has paid an Agency Fee to acquire a Report for an Authorized Requestor (including <br />Reports purchased before the applicable Order Effective Date) and such Affiliate later resells that Report from <br />its inventory of previously purchased Reports to another Authorized Requestor; or <br />(b) When one or more components of a Report (e.g., VIN number), rather than the Report in its entirety, is provided <br />by Provider to an Authorized Requestor or an Affiliate of Provider; or <br />(c) When a Report is acquired by an Affiliate of Provider from a source other than the eCommerce portal set forth <br />on the applicable Order; or <br />(d) When a fee is not charged to an Authorized Requestor for the Report. <br />Nothing in this Agreement shall require Provider or its Affiliate to pay an Agency Fee to the Agency when an Authorized <br />Requestor provides a Report and/or specific data extracted from the Report to a third party after the Authorized Requestor <br />has purchased such Report from the Affiliate's inventory of previously purchased Reports. Agency acknowledges that all <br />reports requested by Agency Requestors shall be provided free of charge. <br />4.3. Fees retained by Provider. Where permitted by law, Provider will charge a convenience fee for each Report provided to an <br />Authorized Requestor ("Convenience Fee") which shall be retained by Provider. The Convenience Fee shall be established <br />by Providerat its discretion, but in no event shall it exceed the amount Provider may legally charge an Authorized Requestor. <br />5. CONTRIBUTION/DISTRIBUTION. <br />5.1. Agency acknowledges and agrees that Provider has compiled certain databases of person data, vehicle data, and/or incident <br />data contributed from other law enforcement agencies ("Participating Agencies") accessing certain of the Services. Agency <br />further acknowledges and agrees that such contribution data (a) is available only to Participating Agencies that have <br />authorized the contribution and distribution of their data via such databases and (b) may be used solely for investigative <br />and/or law enforcement purposes and for no other purpose whatsoever. <br />ConfidentlaI —Law Enforcement Agreement (Q1.21M) haw03222022 Page 3 of 11 <br />