HomeMy WebLinkAboutLEXISNEXIS COPLOGIC SOLUTIONS INC. (3)N-2022-131-02
Coplogic"Solutions
Order No. 2
r 2 Z�ZZ eCommerce Services
DATE: MAY
This Order No. 2 ("Order') is entered into this 7th day of April 2022 ("Order Effective Date') between City of Santa
Ana ("Agency") and LexisNexis Coplogic Solutions Inc., on behalf of itself and its Affiliates ("Provider") and subject to the terms
n and conditions of the Law Enforcement Agreement effective April 7, 2022 ("Agreement") between the Parties.
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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 via Providers eCommerce portal(s), LexisNexis® BuyCrash', or its
successor(s). Agency retains the rights to fulfill requests for 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. Except as provided in Section 2.2 of the Agreement, 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 mannerfrom Agency
to Provider.
3.3 Provide Report distribution services as set forth in Section 5 of the Agreement.
3.4 Pursuant to Section 2.1 of the Agreement, Agency agrees that it shall not use the Services for marketing or
commercial solicitation purposes.
3.5 Subject to Section 5.1 of the Agreement, Agency agrees to allow access to Agency's Reports by Participating
Agencies and, in return, shall receive access to Participating Agencies' Reports. Agency agrees that it shall use
Participating Agency Reports strictly for investigative and/or law enforcement purposes only.
3.6 As provided by Section 7.1 of the Agreement, Agency acknowledges that certain Services provided under this
Order may include the provision of certain personal information data obtained from the state Department 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 (collectively, the "DPPA"), and that Agency is required to
comply with the DPPA, as applicable. Agency certifies it has a permissible use under the DPPA to use and/or obtain
such information and Agency further certifies it will use such information obtained from Services only for the
permissible purpose selected below or for the purpose indicated by Agency electronically while using the Services,
which purpose will apply to searches performed during such electronic session.
Please check one below (required):
1. No permissible use.
X 2. Use by a government agency, but only in carrying out its functions.
3.7 Other Services: Desk Operating Reporting System (DORS)
Confidential— eCommerce Order_haw02112022 Page I of I
ADS
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 4 of the Agreement, the Agency Fee is Twenty Dollars and 00/100 ($20.00). There shall
be no fee to Agency for the Services.
5.1. For the avoidance of doubt, 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
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) is provided to an Authorized Requestor
or an Affiliate of Provider by Provider rather than the entirety of the Report being provided; 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 Order 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.
Agency uses Crossroads Software Inc. ("Crossroads") and hereby authorizes Provider to receive Reports from
Crossroads and to distribute such Reports in accordance with Section 5 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 (11) 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."
IN WITNESS WHEREOF, the Parties have caused this Order to be executed by their respective authorized
representatives as of the Effective Date.
Agency: City of Santa Ana
Signature: See attached signature page
Printed Name:
Title:
Date:
Provider: LexissNNe�xis Coplogic Solutions, Inc.
Signature:
Printed Name: William S. Madison
Title: Executive Vice President
Date: 04/25/2022
Confidential — eCrash Order haw04122022 Page 2 of 2
N-2022-131-02
LexisNexis — Coplogic Solutions (Commerce Agreement)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
CITY OF SANTA ANA
Y GOMEZ KRISTINE RIDGE
of the Council City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: I agjl-�
amara Bogosian
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
alentin
Chief of Police