HomeMy WebLinkAboutLEXISNEXIS COPLOGIC SOLUTIONS INC.INSURANCE NOT ON FILE
WORK MAY NOT PROCEED
CLERK OF COUNCIL
D# LexisNexis°
MAY 1 2 2022
Coplogic- Solutions
LAW ENFORCEMENT AGREEMENT
N-2022-131
This Law Enforcement Agreement ("Agreement") is dated April 7, 2022 ("Effective Date") by and between LexisNexis
Coplogic Solutions Inc., with its principal place of business at 1000 Alderman Drive, Alpharetta, Georgia 30005 ("Provider"), and City
of Santa Ana, with its principal place of operations at 20 Civic Center Plaza, Santa Ana, California 92701 ("Agency"). Provider and
Agency may be referred to herein individually as a "Party" and collectively referred to as "Parties". This Agreement supersedes the
previous Law Enforcement Agreement dated January 1, 2009.
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 Agency 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. The Parties further acknowledge that
Provider acts on behalf of Agencytothe extent it assists in carrying out Agency's obligationsto provide the public access to vehicle
accident reports and Provider shall provide such access in accordance with the Federal Driver's Privacy Protection Act, (18 U.S.C.
§ 2721 et seq.).
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 access or use Services from outside the United States without Provider's prior written approval;
and
(b) Agency shall not use the Services to create a competing product, provide data processing services to third parties,
resell, or broker the Services to any third -party, or otherwise use the Services for any personal (non -law
enforcement) purposes; and
(c) Agency's use of the Services hereunder will not knowingly violate any agreements to which Agency is bound; and
(d) 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
(e) Agency may not use the Services to store or transmit infringing, libellous, 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
(f) 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
(g) 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
(h) Agency shall comply with all laws, regulations, and rules which govern the use of the Services.
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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, and/or an order from a Court, regulator, tribunal or
other authority that has jurisdiction over Agency or Provider. 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 / 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
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. SUPPORT AND MAINTENANCE.
3.1. Ongoing Maintenance. Provider will, from time -to -time issue and/or provide maintenanceincluding 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.
3.2. 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:OOPMETat1-888-949-3835. 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 workto 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.
3.3. On Site Support. 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.
4. FEES.
4.1. 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) by providing Agency no less than sixty (60) days written notice prior to the effective
Confidential - Law Enforcement Agreement (Q1.21.VI) haw03222022 Page 2 of 11
date of such pricing change. To the extent an interface or other technological development is required to enable an Agency
designated third party (i.e., RIMS 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.
4.1.1. Disputes. 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 herein. In the event of a Dispute, Agency shall
promptly, but in no case more than thirty (30) days from receipt of the invoice, notify Provider in writing pursuant
to the notice provisions of this Agreement ("Dispute Notice"). Agency shall identify in writing the specific cause of
the Dispute, the amount in dispute, and reasonable documentation supporting the Dispute. Invoices not disputed
within ninety (90) days of the invoice date will be deemed valid and may not later be disputed. The Parties agree to
use best efforts to resolve all Disputes promptly and in good faith. However, in the event the Parties are not able to
resolve a Dispute within sixty (60) days from Provider's receipt of a Dispute Notice, 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.
4.2. Fees due to Agency. Using the process as herein defined, on behalf of Agency, Provider will collect and remit to Agency a
fee for all Reports ("Agency Fee") purchased from the eCommerce portal set forth on the applicable Order, including but
not limited to fees for purchases of Reports from that eCommerce portal by an Affiliate. On a monthly basis, Provider will
electronically transfer to Agency's designated account, the total amount of applicable Agency Fee collected by Provider
during the previous month. Provider will make available a monthly report to Agency identifying the number of Reports
provided on its behalf via the LexisNexis® Command Center ("Command Center") administration portal and/or its successor.
4.2.1. No Agency Fee will be paid with respect to the following:
(a) When an Affiliate of Provider has paid an Agency Fee to acquire a Report for an Authorized Requestor (including
Reports purchased before the applicable Order Effective Date) and such Affiliate later resells that Report from
its inventory of previously purchased Reports to another Authorized Requestor; or
(b) When one or more components of a Report (e.g., VIN number), rather than the Report in its entirety, is provided
by Provider to an Authorized Requestor or an Affiliate of Provider; or
(c) When a Report is acquired by an Affiliate of Provider from a source other than the eCommerce portal set forth
on the applicable Order; or
(d) When a fee is not charged to an Authorized Requestor for the Report.
Nothing in this Agreement shall require Provider or its Affiliate to pay an Agency Fee to the Agency when an Authorized
Requestor provides a Report and/or specific data extracted from the Report to a third party after the Authorized Requestor
has purchased such Report from the Affiliate's inventory of previously purchased Reports. Agency acknowledges that all
reports requested by Agency Requestors shall be provided free of charge.
4.3. 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 Providerat its discretion, but in no event shall it exceed the amount Provider may legally charge an Authorized Requestor.
5. CONTRIBUTION/DISTRIBUTION.
5.1. Agency acknowledges and agrees that Provider has compiled certain databases of person data, vehicle data, and/or incident
data contributed from other law enforcement agencies ("Participating Agencies") accessing certain of the Services. Agency
further acknowledges and agrees that such contribution data (a) is available only to Participating Agencies that have
authorized the contribution and distribution of their data via such databases and (b) may be used solely for investigative
and/or law enforcement purposes and for no other purpose whatsoever.
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5.2. For Services that contemplate the sale of Reports, as more specifically described in an Order, Provider shall 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 applicable laws, regulations, and/or an
order from a court, regulator, tribunal or other authority that has jurisdiction over Agency or Provider. Nothing in this
Agreement shall prohibit Provider's Affiliates (defined in Section 16.1, "Affiliates" below) from purchasing Reports from the
ecommerce portal set forth in the Order, or from distributing previously purchased Reports and/or specific data extracted
from the Report to Authorized Requesters or Agency Requestors in accordance with the terms of the Order and applicable
laws, regulations, and/or an order from a court, regulator, tribunal or other authority that has jurisdiction over Agency or
Provider. Nothing in this Agreement shall prohibit Affiliates from acquiring Reports from a source otherthan the ecommerce
portal set forth in the Order.
6. TERMS AND TERMINATION.
6.1. Term. This Agreement shall commence upon the Effective Date and shall continue until terminated in accordance with
Section6.2 of 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/orcopy 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 Requesters in compliance with applicable laws,
regulations, and/or an order from a court, regulator, tribunal or other authority that has jurisdiction over Agency or
Provider.
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 data obtained from state Departments of Motor Vehicles ("DMV Data") and that
such DMV Data may be governed by the Federal Driver's Privacy Protection Act, (18 U.S.C. § 2721 et seq.) and related state
laws ("DPPA"), and that Agency is required to comply with the DPPA, as applicable. Agency acknowledges and 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
ConfldentlaI —Law Enforcement Agreement (Q1.21.V1) haw03222022 Page 4 of 11
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
circumstances 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.
7.5. Privacy Principles. Agency shall comply with the "Provider Data Privacy Principles" available at
http://www.lexisnexis.com/privacy/data-privacy-principles.aspx, 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 (whetherwritten ororal). 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
promptwritten 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.
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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, regulations, and/or an order from a court,
regulator, tribunal or other authority that has jurisdiction over Agency or Provider.
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 (j) reference callswith mutually acceptable prospects; (ij) a published "success story" describing
the partnership with Provider; (ill) 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.
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 Providerthe 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, regulations, and/or an order from a
court, regulator, tribunal or other authority that has jurisdiction over Agency or Provider 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. 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; (ill) violation, infringement or misappropriation of any U.S. patent, copyright, trade secret or other
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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.
13. LIMITATION OF LIABILITY.
To the extent permitted by applicable law, Provider's entire liability for any claims(s) 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 period immediately preceding the event first giving rise to such liability, and if not yet in the twelfth (12th)
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 one hundred dollars ($100.00)
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.
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 comm-unications 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.
16.1. Affiliates. For purposes of this Agreement, "Affiliate" means any corporation,firm, partnership or other Agency that directly
or indirectly controls, or is controlled by, or is under common control with Provider. Affiliates shall not be bound by the
terms and conditions of this Agreement with respect to the provision of their applicable Services hereunder and nothing in
this Agreement shall prevent or limit Affiliates from offering previously purchased Reports or data extracted from Reports
for sale.
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 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. Headings, Interpretation, and Severabilitv. 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.
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16.5. Waiver; Remedies Non -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 orthe Services
under this Agreement, and if such centers are utilized they shall be underthe 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.
17. INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence"
basis, including products and completed operations, property damage, bodily injury and personal & advertising
injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, eitherthe general
aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the genera laggregate
limit shall be twice the required occurrence limit.
2. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's
Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if Provider provides written verification, it has no employees)
3. Professional Liability (Errors and Omissions) Insurance appropriates to the Provider'sprofession, with limit no
less than $2,000,000 per occurrence or claim, $2,000,OOOaggregate.
If the Provider maintains broader coverage and/or higher limits than the minimums shown above, the Agency requires
and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available
insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The Agency, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy
with respect to liability arising out of work or operations performed by or on behalf of the Provider including materials,
parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in
the form of an endorsement to the Provider's insurance (at least as broad as ISO Form CG 20 10 1185; or CG 20 26 04 13
or bothCG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Confidential — Law Enforcement Agreement (Q3.21.V1) hawC3222022 Page 8 of 11
Primary Coverage
For any claims related to this contract, the Provider's insurance coverage shall be primary insurance primary coverage
at least as broad as ISO CG 20 0104 13 as respects the Agency, its officers, officials, employees, and volunteers. Any
insurance or self-insurance maintained by the Agency, itsofficers, officials, employees, orvolunteers shall be excess of the
Provider's insuranceand shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except withnotice of no less than
60 days to Provider. In the event of cancellation for any reason, Provider shall provide notice of no less than 30 days
to the Agency.
Waiver of Subrogation
Provider hereby grants to Agency a waiver of any right to subrogation which any insurer of said Provider may acquire
against the Agency by virtue of the payment of any loss under such insurance. Provider agrees to obtain any endorsement
that may be necessary to affect this waiverof subrogation, but this provision applies regardless of whether or not the
Agency has received a waiver of subrogation endorsement from the insurer.
Self Insured Retentions
Self -insured retentions must be declared to and approved by the Agency. The Agency may require the Provider to provide
proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either
the named insured or Agency.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current
A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the Agency.
Claims Made Policies
If any of the required policies provide coverage on a claims -made basis:
The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract
work.
2. Insurance must be maintained and evidence of insurance must be provided for atleastfive
(5) years after completion of the contract of work.
If coverage is canceled or non -renewed, and not replaced with another claims -made policyform with a
Retroactive Date prior to the contract effective date, the Provider must purchase "extended reporting"
coverage for a minimum of jive (5) years after completion of contract work.
Verification of Coverage
Provider shall furnish the Agency with original Certificates of Insurance including all required amendatory endorsements
(orcopies of the applicable policy language effecting coverage required bythis clause) and a copy of the Declarations and
Endorsement Page of the CGL policy listing allpolicy endorsements to Agency before work begins. However, failure to
obtain the required documents priortothework beginning shall not waive the Provider's obligation to provide them.
ConfidentlaI —Law Enforcement Agreement (Q1.21.V1) haw03222022 Page 9 of 11
Subcontractors
Provider shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein,
and Contractor shall ensure that Agency is an additional insured on insurance required from subcontractors.
Special Risks or Circumstances
Agency reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience,
insurer, coverage, or other special circumstances.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective authorized representatives as of
the Effective Date.
Agency: City of Santa Ana
Signature: See attached signature page
Print Name:
Title:
Date:
Provider: LexisNNe�xis Coplogic Solutions Inc.
Signature:�`�"
Print Name: William S. Madison
Title: Executive Vice President
Date: 04/25/2022
Confidential —Law Enforcement Agreement (Q3.21.V3) haw03222022 Page 10 of 11
N-2022-131
LexisNexis — Coplogic Solutions (Law Enforcement Agreement)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
DAISY GOMEZ
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
CITY OF SANTA ANA
KVIST-ROGE
City Manager
RECOMMENDED FOR APPROVAL:
By: ag
Tamara Bogosian �D alentin
Senior Assistant City Attorney Chief of Police