R-20-12VILLAGE OF DEERFIELD
RESOLUTION NO. 2020- R-20-12
A RESOLUTION APPROVING AN AGREEMENT WITH LEXISNEXIS COPLOGIC
SOLUTIONS, INC. FOR THE PROCESSING OF TRAFFIC INCIDENT REPORTS
WHEREAS, the Village of Deerfield is an Illinois home rule municipality;
and
WHEREAS, the Village has had an agreement with LexisNexis Coplogic
Solutions, Inc. ("Vendor') to assist it in processing and making available to
individuals traffic crash reports ("Services'); and
WHEREAS, due to changes in the law, the Village is required to enter into a
new agreement with Vendor for Vendor to continue to provide the* Village Services
("Agreement's; and
WHEREAS, the Village Board has determined that it will serve and be in the best
interests of the Village and its residents to approve the Agreement;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF
DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows:
SECTION 1: REC_ ITALS. The Village Board hereby adopts the foregoing recitals
as its findings, as if fully set forth herein.
SECTION 2: APPROVAL OF AGREEMENT. The Village Board hereby approves
the Agreement by and between the Village and Vendor in substantially the form attached
to this Resolution as Exhibit A.
SECTION 3: AUTHORIZATION TO EXECUTE AGREEMENT. The Village
Board hereby authorizes and directs the Village President and Village Clerk to execute, on
behalf of the Village, the final Agreement.
SECTION 4: EFFECTIVE_ DATE. This Resolution shall be in full force and effect
from and after its passage and approval according to law.
[SIGNATURE PAGE FOLLOWS]
AYES: Benton, Jester, Oppenheim, Shapiro, Struthers
NAYS: None
ABSTAIN: None
ABSENT: Seiden
PASSED: March 16, 2020
APPROVED: March 17, 2020
RESOLUTION NO: R-20-12
Harriet Rosenthal, Mayor
ATTEST:
KentS. treet, Village C erk
EXHIBIT A
AGREEMENT
LexisNexis- ( Coplogic'"Solutions
Order No. 1
LexisNexis® eCrash
This Order No. 1 ("Order") is entered into this day of ___ , 2019 ("Order Effective Date") between
Deerfield Police Department ("Agency") and LexisNexis Coplogic Solutions Inc. ("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 and makes available to law enforcement entities
a solution called LexisNexis® eCrash that enables for the collection and the online distribution of Reports via Provider's
eCommerce portal(s), LexisNexisQ° Police Reports.com, or its successor(s). 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 Report 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. Permit connection of Provider's application on Agency's application -compatible computing devices, with the
following features:
a) Integrated crash scene diagramming
b) Ability to interface with NCIC, NLETS, and state databases to auto -populate Reports with applicable data (in
participating states)
c) Voice response (in participating states)
d) 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
3.3. Provide Report retention and distribution services as set forth in in Section 5 of the Agreement
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.
S. FEES. Pursuant to Section 4 of the Agreement, the Agency Fee is Five Dollars and 00/100 ($5.00). 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
Confidential and Proprietary Information of LexisNexis
Confidential - eCrash Order cbc_10.22.19 Page 1 of 2
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.
IN WITNESS WHEREOF, the Parties have caused this Order to be executed by their respective authorized representatives as
of the Effective Date.
Agency: Deerfield Police Department
Signature:
Printed Name:
Title:
Date:
Provider: LexisNexis Coplogic Solutions Inc.
Signature:
Printed Name:
Title:
Date:
Confidential — eCrash Order QI .V 1.16 Page 2 of 2
LAW ENFORCEMENT AGREEMENT
This Law Enforcement Agreement ("Agreement") is dated _ ("Effective Date") by and between LexisNexis
Coplogic Solutions Inc., with its principal place of business at 1000 Alderman Drive, Alpharetta, Georgia 30005 ("Provider"), and
Deerfield Police Department, with its principal place of operations at 850 Waukegan Road, Deerfield, Illinois 60015 ("Agency").
Provider and Agency may be referred to herein individually as a "Party" and collectively referred to as "Parties".
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 / 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.
Confidential - Law Enforcement Agreement cbc_10,22.19 Page 1 of8
3. SUPPORT AND MAINTENANCE.
3.1. 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.
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
8:00 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.
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 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.
4.2. Fees duet 2, ncv. 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 administration portal and/or its successor.
4.2.1. No Agency Fee will be paid with respect to the following:
4.2.1.1. 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
Confidential - Law- Enforcement Agreement cbc_l0.22.19 Page 2 of 8
Affiliate later resells that Report from its inventory of previously purchased Reports to another
Authorized Requestor; or
4.2.1.2. 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
4.2.1.3. 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
4.2.1.4. 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 Provider at its discretion, but in no event shall it exceed the amount Provider may legally charge an Authorized
Requestor.
S. 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. 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 and regulations. 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 Requestors or Agency Requestors in accordance
with the terms of the Order and applicable laws and regulations. Nothing in this Agreement shall prohibit Affiliates from acquiring
Reports from a source other than 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 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. Fair Credit R_eportini 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
Confidential - Law Enforcement Agreement cbc_10.22.19 Page 3 of 8
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.
7.2. 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.
7.3. 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.
7.4. Privacy , Principles. Agency shall comply with the "Provider Data Privacy Principles" available at
http://www.Iexisnexis.com/privacy/data-private-principies.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.
7.5. Security. Agency agrees to protect against the misuse and/or unauthorized access of the Services provided to Agency in
accordance with this Agreement and as set forth in Exhibit A, attached hereto.
7.6. Additional Requested Terms and Conditions. Provider acts on behalf of Agency in carrying out Agency's obligations to
provide public access to vehicle accident reports under applicable public record laws. Provider will accordingly follow the
instruction and direction of Agency in fulfilling requests for Agency's Reports. Should Agency require any specific terms and
conditions for the disclosure or use of Reports on Provider's eCommerce web portal beyond the terms and conditions
otherwise defined herein, including any conditions relating to compliance with any laws restricting the disclosure,
obtainment or use of Agency's Reports, Agency will notify Provider within three (3) business days of Agency's decision.
Otherwise, Provider will rely on Agency to determine that all legal conditions relating to the disclosure, obtainment, and use
of Agency's Reports have been met when Agency authorizes Provider to disclose Agency's Reports to Authorized Requestors
on Provider's eCommerce web portal pursuant to this Agreement.
S. 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 Propertv 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. Exceotion 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.
Confidential - Law Enforcement Agreement cbe_10.22.19 Page 4 of 8
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. 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. 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.
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 (12`h) 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
Confidential - Law Enforcement Agreement cbc_10.22.19 Page 5 of 8
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 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: (1) 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.
16.1Affiliates. For purposes of this Agreement, "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. 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.
16.21ndependent Contractor.No_Ai ency. Each Party acknowledges that it has no authority to bind or otherwise obligate the
other Party.
16.3Assi nment. 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.
16.4HeadinF,s,_ Interpretation, 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.SWaiver; 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.
16.6Survival. Sections 2-4, 7-12, and 15 shall survive the termination or rescission of this Agreement.
16.7Provider 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,
16.8Entire 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.
16.9Governin, Law. The Agreement will be governed by and construed under the laws of the State of Illinois excluding its
conflict of law rules.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective authorized representatives as
of the Effective Date.
Confidential -Law Enforcement Agreement cbe_ 10.22.19 Page 6 of 8
Agency: Deerfield police Department
Signature:
Printed Name:
Title:--
itle:
Date:--
Date:
Provider:
Provider: LexisNexis Coplogic Solutions Inc.
Signature:
Printed Name:-
Title:--
Date:
ame:
Title:Date:
Confidential - Law Enforcement Agreement cbc_ 10.22.19 Page 7 of 8
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 (1) 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. co m); 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 - law Enforcement Agreement cbc_ 10.22.19 Page 8 of 8