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HomeMy WebLinkAboutLexisNexis Claims Solutions, Inc. - Law Enforcement AgreementLAW ENFORCEMENT AGREEMENT This Law Enforcement Agreement ("Agreement") is, dated ("Effective Date") by and between LexisNexis Claims Solutions Inc., on behalf of itself and its Affiliates with its principal place of business at 1000 Alderman Drive, Alpharetta, Georgia 30005 ("Provider"), and the City of Yakima ("City) and the Yakima Police Department ("YPD"), with YPD's principal place of operations at 200 South Third Street, Yakima, Washington 98901 (collectively referred to as "Agency"). Provider and Agency may be referred to herein individually as a "Party" and collectively referred to as "Parties". "Affiliate" means any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with Provider. 1. SCOPE. Provider as part of its business has developed several comprehensive products and services for law enforcement. Subject to the terms and conditions of this Agreement, Agency desires to order and Provider agrees to provide the various products and services contained herein (collectively referred to as the "Services") as described in an applicable order to this Agreement ("Order"). The Parties acknowledge YPD 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 incident a "Report"). Reports 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 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 tortuous 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 coVeo. l Law Enforcement Agreement Ql .V 1.16 (dc 5.16.16-ast 8.24.16) Page 1 of 8 '4( RSC IDS $ laC/IL experienced a Security Event (as herein defined), Provider may, at its sole option, take immediate action up to and including, without further obligation or liability of any kind, terminating Agency's account and the license to use the Services. 3. RETENTION / DISTRIBUTION/RECORDS. 3.1 For all Services provided hereunder that involve Reports, Provider will maintain a copy of each Report for the minimum period of time required pursuant to the Washington State Secretary of State's record retention schedule. Provider will make Reports available to the Agency and distribute Reports and/or specific data extracted from the Report to individuals or legal entities ("Authorized Requestors") and other authorized law enforcement entities ("Agency Requestors") in accordance with an applicable Order and all applicable laws and regulations. 3.2 During the term of this Agreement and upon adequate prior written notice, Agency shall have the right to audit Provider during regular business hours, at the sole expense of Agency to ensure that Provider is in compliance with its obligations for the handling of Customer's information under this Agreement. Provider agrees to reasonably cooperate with Agency in connection with such audits and shall provide Agency with reasonable access to relative records, personnel, and facilities as Agency may reasonably require for such purpose subject to Provider's contractual obligations with its customers and vendors and compliance with governing state and federal laws, regulations and acts. Agency agrees to abide by all security policies and other applicable policies of Provider in conducting such audits. 4. SUPPORT AND MAINTENANCE. 4.1. Ongoing Maintenance. Provider will, from time -to -time issue and/or provide maintenance including bug fixes, enhancements, new features, or new functionality that are make generally made available to customers along with any corresponding changes to documentation ("Maintenance"). Maintenance does not include work to custom code, customized configurations, or to unauthorized modifications of the Services. Any Provider assistance beyond standard Maintenance will be billed at Provider's then current pricing schedule, as agreed upon in advance by the Parties. Additionally, upon Agency's written notice of new or revised legislation, statutes, or ordinances requiring any Services to be updated, Provider shall update or modify the Services or particular form consistent with such new regulation within a reasonable time. 4.2. Support Services. Provider will provide ongoing support services for problems, queries or requests for assistance ("Support") provided that all requests for Support must be made to Provider Monday through Friday from 8:00 AM ET to 8:00 PM ET at 1-888-949-3835. Provider will also provide limited after hours Support including the ability to leave a message and receive a call back the following business day or sooner, if critical. In order to provide Support, Agency will provide all information reasonably required by Provider to identify the issue, including: an Agency point of contact (familiar with the Services and issue), description of issue, screenshots, the impact, and assist in Provider's efforts to reproduce the problem (as applicable). Provider will work to resolve problem with reasonable promptness for issues that are application or Services related (Provider is not responsible for resolving issues caused by Agency hardware). The Agency agrees to provide Provider with data transfers, as requested, remote access to the Services system, and with sufficient test time on the Agency's computer system to duplicate the problem, to certify that the problem is with the Services, and to certify that the problem has been corrected. If the problem cannot readily be resolved, Provider will attempt to identify a work around. Upon resolution of any issue, Provider shall notify the Agency of such resolution via email. The Parties agree that Provider is not obligated to ensure that its Services are compatible with outdated (exceeding 4 years from date of initial release) hardware, computer operating services or database engines. 4.3. 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. 5. FEES. 5.1. Fees due to Provider. Any fees due to Provider for Services hereunder shall be specified in an Order ("Fees"). For any Order where Fees are specified, Provider will issue an invoice to Agency pursuant to the terms in the Order. Invoices shall be paid in full by Agency within thirty (30) days from the invoice date. Provider may increase or decrease the fee annually 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 Law Enforcement Agreement Q I . V 1.16 (dc 5.16.16-ast 8.24.16) Page 2 of 8 action constituting a breach or incurring any liability herein. All Fees not properly disputed or paid shall accrue interest at the rate of twelve percent (12%) per annum. All Fees are calculated for payment made via ACH, Wire, or Agency check. Agency agrees that Fees exclude taxes (if applicable) or other cost incurred by Agency's RMS Vendor or other third parties and agrees such costs shall be passed on to Agency . Provider shall not be required to enter into a third -party relationship to obtain payment for the Service provided to Agency: however, should Provider elect to do so, Provider reserves the right to charge Agency additional fees for such accommodation. 5.2. Fees due to Agency. All Reports requested by Agency Requestors shall be provided free of charge. Provider will collect a fee as set forth in an applicable Order ("Agency Fee(s)") on behalf of Agency for Report requests by an Authorized Requestor. Provider will remit any Agency Fees to Agency using the process as herein defined. For clarity, if a fee is not charged to an Authorized Requestor for the Report, no Agency Fee shall be collected or paid to Agency. In connection with this Section, on a monthly basis, Provider will electronically transfer to Agency's designated account, the total amount of applicable Agency Fees collected by Provider during the previous month. Provider will provide a monthly report to Agency identifying the number of Reports provided on its behalf. 5.3. Fees retained by Provider. Where permitted by law, Provider will charge a convenience fee for each Report provided to an Authorized Requestor ("Convenience Fee") which shall be retained by Provider. The Convenience Fee shall be established by Provider at its discretion, but in no event shall exceed the amount a provider may legally charge an Authorized Requestor. 6. TERMS AND TERMINATION. 6.1. Term. This Agreement shall commence upon the Effective Date and shall continue until terminated in accordance with this Agreement. Each Order shall set forth the specified term for the particular Service. 6.2. Termination. 6.2.1. Either Party may terminate this Agreement or any Order for cause if the other Party breaches a material obligation under the terms of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice thereof from the non -breaching Party, provided, however, that if such material breach is of a nature that it cannot be cured, immediate termination shall be allowed. Failure to pay by either Party shall be considered a material default. 6.2.2. Either Party may elect to terminate this Agreement or any Order by providing written notice to the other of such intent, at least ninety (90) days prior to the end of the applicable Order term. 6.2.3. Provider may, upon six (6) months written notice to Agency, terminate any Service that will no longer be supported or offered by Provider. Provider will make reasonable efforts to transition Agency to a similar Service, if available. Further, Provider may at any time cease to provide Agency access to any portions of features of the Services thereof which Provider is no longer legally or contractually permitted to provide. 6.3. Effect of Termination. Upon termination of this Agreement, each Party shall be liable for payment to the other Party of all amounts due and payable for Services provided through the effective date of such termination. Upon receipt of Agency's written request after termination, Provider shall provide Agency with access to Reports provided by Agency under this Agreement and/or data provided through provision of the Services by Agency under an applicable Order so Agency may download and/or copy such information. Provider shall not be obligated to delete from its databases (or from other storage media) and/or return to Agency, Reports already provided to Provider by Agency, and shall be permitted to continue to maintain and distribute the Reports already in its possession to Authorized Requestors in compliance with applicable laws and regulations. 7. RELEVANT LAWS. Each Party shall comply with all applicable federal, state, and local laws and regulations related to its performance hereunder, including: 7.1. Driver's Privacy Protection Act. Agency acknowledges that certain Services provided under this Agreement may include the provision of certain personal information data obtained by Provider from state Departments of Motor Vehicles ("DMV Data") and that such DMV Data is governed by the Federal Driver's Privacy Protection Act, 18 U.S.C. § 2721 et seq., ("DPPA") and its state analogues, and that Agency is required to comply with the DPPA, as applicable. Agency agrees that it may be required to certify its permissible use of DPPA or DMV Data at the time it requests information in connection with certain Services and will recertify upon request by Provider. 7.2. Fair Credit Reporting Act. The Services provided pursuant to this Agreement are not provided by "consumer reporting agencies" as that term is defined in the Fair Credit Reporting Act (15 U.S.C. § 1681, et seq.) ("FCRA") and do not constitute "consumer reports" as that term is defined in the FCRA. Agency certifies that it will not use any of the information it receives through the Services in connection with any purpose for which a consumer report may be used under the FCRA or any similar state statute, or for commercial solicitation purposes (which use is strictly prohibited). Agency shall not use the Services for employment purposes, including hiring, termination, and promotion decisions. 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. Law Enforcement Agreement Q I . V 1.16 (dc 5.16.16-ast 8.24.16) Page 3 of 8 160.103) 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 acknowledges that, under this Agreement, Provider will not provide Social Security Numbers to Agency. Should Agency require Social Security Numbers in connection with its legal and permitted use of the Services hereunder, 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.Provider.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. 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. 8. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY OWNERSHIP. 8.1. Definition. "Confidential Information" means all non-public information provided by the disclosing Party to the receiving Party hereunder, including, without limitation, the terms of this Agreement, all information related to technical, financial, strategies and related information, business information, computer programs, algorithms, know-how, processes, databases, systems, ideas, inventions (whether patentable or not), schematics, Trade Secrets (as defined by applicable law) and other information (whether written or oral). Confidential Information does not include Reports and information related thereto. Confidential Information does not include information that was, at the time of the disclosure: (a) or becomes (through no improper action or inaction by the recipient) generally known to the public; (b) lawfully disclosed to recipient by a third -party and received in good faith and without any duty of confidentiality by the recipient or the third -party; (c) in recipient's possession or known to it prior to receipt from discloser; or (d) independently developed by recipient; provided in each case that such forgoing information was not delivered to or obtained by recipient as a result of any breach of this Agreement. 8.2. Treatment of Confidential Information. Each Party agrees to protect the Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but not less than a reasonable standard of care and not to use the other Party's Confidential Information other than as necessary to perform its obligations or as permitted under this Agreement. A Party shall not remove or destroy any proprietary or confidential legends or markings placed upon or contained within any Confidential Information. 8.3. Intellectual Property Ownership. Each Party retains all right, title, and interest under applicable contractual, copyright and related laws to their respective Confidential Information, including the right to use such information for all purposes permissible by applicable laws, rules, and regulations. Provider retains all rights (other than the limited license granted herein), title, interest, ownership and all intellectual property rights in the Services including any improvements or modifications thereto, and Agency shall use such information consistent with such right, title and interest and notify Provider of any threatened or actual infringement thereof. Agency shall not remove or obscure any copyright or other notices from the Services or materials provided hereunder. 8.4. Exception for Subpoenas and Court Orders. A Party may disclose Confidential Information solely to the extent required by subpoena, court order or other governmental authority, provided that the receiving Party provides the disclosing Party prompt written notice of such subpoena, court order or other governmental authority so as to allow the disclosing Party an opportunity to obtain a protective order to prohibit or limit such disclosure at its sole cost and expense. Confidential Information disclosed pursuant to subpoena, court order or other governmental authority shall otherwise remain subject to the terms applicable to Confidential Information. 8.5. Duration. Each Party's obligations with respect to Confidential Information shall continue for the term of this Agreement and for a period of five (5) years after termination of this Agreement, provided however, that with respect to Trade Secrets, each Party's obligations shall continue for so long as such Confidential Information continues to constitute a Trade Secret. 8.6. Return of Confidential Information. Upon the written request of a Party (and except as otherwise specifically set forth in an applicable Order), each Party shall return or destroy (and certify such destruction in a signed writing) any of the other Party's Confidential Information unless retention of such information is required by law, regulation, court order, or other similar mandate. 8.7. Injunctive Relief. In the event of a breach or a threatened breach of the confidentiality or privacy provisions of this Agreement, the non -breaching Party may have no adequate remedy in monetary damages and, accordingly, may seek an injunction against the breaching Party. 8.8. Other. During the term of this Agreement and subject to approval by Agency, Agency agrees to serve as a reference for the Services, which may include (i) reference calls with mutually acceptable prospects; (ii) a published "success story" describing the partnership with Provider; (iii) the use of Agency's name in Provider marketing activities; or (iv) a favorable reference of Provider to an industry analyst or at an industry conference.8.9 8.9. Notwithstanding the above, to the extent that Provider discloses its Confidential Information to Agency, Provider acknowledges that Agency is subject to the Washington Public Records Act, Chapter 42.56 RCW ("Public Records Act"). Provider understands that the public shall have access to public records, unless the records are exempt and/or confidential under the law. Prior to any disclosure requested under the Public Records Act, Agency shall give Provider prompt written notice of such request. Provider shall have ten (10) days from the date it receives such notice to provide evidence of a statutory exemption under applicable law Law Enforcement Agreement Q I .V 1.16 (dc 5.16.16-ast 8.24.16) Page 4 of 8 sufficient to protect the information or obtain a protective order or equivalent from a court of competent jurisdiction. If information is disclosed pursuant to a request under the Public Records Act, Agency will take reasonable steps to limit any such provision of Confidential Information to the specific information requested. The parties understand and agree that the failure by Provider to timely respond to the notice provided by Agency may result in the disclosure of the requested information pursuant to the Public Records Act. The Parties further understand and agree that: (i) Reports must be produced to third parties if required pursuant to the Public Records Act or by applicable law; and (ii) in response to a Public Records Act request, Agency is not required to provide notice to Provider regarding the production of this Agreement. Agency shall provide Provider with prompt written notice prior to the disclosure of any Orders under this Agreement. 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. The Provider warrants that services shall be performed by personnel possessing competency consistent with applicable industry standards. 12. LIMITATION OF LIABILITY. 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. 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, than 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. 13. INDEMNIFICATION. To the extent permitted under applicable law, each Party shall defend, indemnify, and hold harmless the other Party, its Affiliates, and their officers, directors, employees, and Agents (the "Indemnified Parties") against and from any and all losses, liabilities, damages, actions, claims, demands, settlements, judgments, and any other expenses (including reasonable attorneys' fees), which are asserted against the Indemnified Parties by a third party, but only to the extent caused by (i) violation of law in the performance of its obligations under this Agreement by the indemnifying party, its Affiliates, or the officers, Agents or employees of such party (the "Indemnifying Parties"); (ii) the gross negligence or willful misconduct of the Indemnifying Parties during the term of this Agreement; (iii) violation, infringement or misappropriation of any U.S. patent, copyright, trade secret or other intellectual property right; or (iv) Law Enforcement Agreement Q I . V I.16 (dc 5.16.16-ast 8.24.16) Page 5 of 8 with respect to Agency, violation of any of the license terms or restrictions contained in this Agreement. The indemnities in this section are subject to the Indemnified Parties promptly notifying the Indemnifying Parties in writing of any claims or suits. 14. INSURANCES. Both parties specifically agree to maintain adequate insurance coverage for the services in this Agreement. a) At all times during performance of the Services, Provider shall secure and maintain in effect insurance to protect the Agency from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Agreement. Provider shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. b) Commercial Liability Insurance. Before this Agreement is fully executed by the parties, Provider shall provide the Agency with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) per occurrence combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the City of Yakima, its elected and appointed officials, employees, the Yakima Police Department ("YPD"), YPD police officers and agents as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving notice to the City in accordance with the policy provisions which will be no less than thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. c) Professional Liability Insurance. Before this Agreement is fully executed by the parties, Provider shall provide the Agency with a certificate of insurance as evidence of Professional Errors and Omissions Liability Insurance with coverage of at least One Million Dollars ($1,000,000.00) per occurrence and an annual aggregate limit of at least One Million Dollars ($1,000,000.00). The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide. If the policy is on a claims made basis, the retroactive date of the insurance policy shall be on or before the inception date of the Agreement. The insurance coverage shall remain in effect during the term of this Agreement and for a minimum of three (3) years following the termination of this Agreement. 15. 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. 16. NOTICES. All notices, requests, demands or other communications under this Agreement shall be in writing to the address set forth in the opening paragraph and shall be deemed to have been duly given: (i) on the date of service if served personally on the Party to whom notice is to be given; (ii) on the day after delivery to a commercial or postal overnight carrier service; or (iii) on the fifth day after mailing, if mailed to the Party to whom such notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed. Any Party hereto may change its address for the purpose of this section by giving the other Party timely, written notice of its new address in the manner set forth above. 17. MISCELLANEOUS. 17.1 Affiliates. Agency understands and agrees that certain Services furnished under this Agreement may actually be provided by one or more of Provider' Affiliates. 17.2 Independent Contractor/No Agency. Each Party acknowledges that it has no authority to bind or otherwise obligate the other Party. Agency acknowledges that the Provider is an independent contractor and, as such, shall be responsible for all taxes and other expenses attributable to the rendering of its administrative services hereunder to Agency. This Agreement is not intended to, and shall not be construed to; create a joint venture, partnership, or employer/employee relationship as between the parties. Neither the Provider nor its employees or agents shall look to Agency for vacation pay, sick leave, retirement benefits, Social Security, disability or unemployment insurance benefits, or other employee benefits; nor shall the Agency, or Law Enforcement Agreement Q I .V 1.16 (dc 5.16.16-ast 8.24.16) Page 6 of 8 their respective employees or agents look to Provider for the same. Neither Provider nor Agency shall be or become liable or bound by any representation, act, or omission whatsoever of the other made contrary to the provisions of this Agreement. 17.3 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. 17.4 Headings, 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. 17.5 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. 17.6 Survival. Sections 2-4, 7-12, and 16 shall survive the termination or rescission of this Agreement. 17.7 Provider Shared Facilities. Provider may utilize facilities located outside the United States to provide support or the Services under this Agreement, and if such centers are utilized they shall be under the control of Provider and subject to all Provider policies that govern data access, protection and transport in the United States. 17.8 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. 17.9 Governing Law. The Agreement will be governed by and construed under the laws of the State of Washington 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. Provider: LexisNexis Claims Solutions Inc. Printed Name: William S. Madison Title: CEO Insurance Solutions Date: oZ Tid,O Llo Agency: City of Yakima Signature: C� Printed Name: Cliff Moore Title: City Manager Date: 1 1 l �� I 17 Agency: Yakima P ice D r Signature: %TSL "+, S Printed Name: Dominic Rizzi Title: ChiefCof Police Date: il.tl , p�, ATTEST: 2017—007 City Contract No. 2616' n1'1r Law Enforcement Agreement Q I . V I.16 (dc 5.16.16-ast 8.24.16) 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 (i) credentials ("Account IDs") used to access the Services; or (ii) corresponding passwords, whether by Agency or any third party; or (iii) the Services and/or information derived therefrom. Agency shall manage identification, use, and access control to all Account IDs in an appropriately secure manner and shall promptly deactivate any Account IDs when no longer needed or where access presents a security risk. Agency shall implement its own appropriate program for Account ID management and shall use commercially reasonable efforts to follow the policies and procedures for account maintenance as may be communicated to Agency by Provider from time to time in writing. 2. Agency's Information Security Program. Agency shall implement and document appropriate policies and procedures covering the administrative, physical and technical safeguards in place and relevant to the access, use, storage, destruction, and control of information which are measured against objective standards and controls ("Agency's Information Security Program"). Agency's Information Security Program shall: (1) account for known and reasonably anticipated threats and Agency shall monitor for new threats on an ongoing basis; and (2) meet or exceed industry best practices. Agency will promptly remediate any deficiencies identified in Agency's Information Security Program. Agency shall not allow the transfer of any personally identifiable information received from Provider across any national borders outside the United States without the prior written consent of Provider. 3. Agency Security Event. In the event Agency learns or has reason to believe that Account IDs, the Services, or any information related thereto have been misused, disclosed, or accessed in an unauthorized manner or by an unauthorized person (an "Agency Security Event") Agency shall: (i) provide immediate written notice to: a) the Information Security and Compliance Organization at 1000 Alderman Drive, Alpharetta, Georgia 30005; or b) via email to (security.investigations@Provider.com); or c) by phone at (1-888-872-5375) with a written notification to follow within twenty four (24) hours; and (ii) promptly investigate the situation; and (iii) obtain written consent from Provider, not to be unreasonably withheld, prior to disclosing Provider or the Services to any third party in connection with the Agency Security Event; and (iv) if required by law, or in Provider' discretion, Agency shall: a) notify the individuals whose information was disclosed that an Agency Security Event has occurred; and b) be responsible for all legal and regulatory obligations including any associated costs which may arise in connection with the Agency Security Event; and (v) remain solely liable for all costs and claims that may arise from the Agency Security Event, including, but not limited to: litigation (including attorney's fees); reimbursement sought by individuals (including costs for credit monitoring and other losses alleged to be in connection with such Agency Security Event); and (vi) provide all proposed third party notification materials to Provider for review and approval prior to distribution. In the event of an Agency Security Event, Provider may, in its sole discretion, take immediate action, including suspension or termination of Agency's account, without further obligation or liability of any kind. Law Enforcement Agreement Q I . V I.16 (dc 5.16. I6-ast 8.24.16) Page 8 of 8 Order No. 1 LexisNexis® Desk Officer Reporting System (DORS) This Order No. I ("Order") is entered into this ___ day of ___ , 2016 ("Order Effective Date") between the City of Yakima and the Yakima Police Department ("Agency") and LexisNexis Claims Solutions Inc., on behalf of itself and its Affiliates ("Provider") and subject to the terms and conditions of the Law Enforcement Agreement effective ____("Agreement") between the Parties. 1. TERMS AND CONDITIONS. All of the terms and conditions contained in the Agreement shall remain in full force and effect and shall apply to the extent applicable to this Order except as expressly modified herein. To the extent that the terms and conditions of this Order are in conflict with the terms and conditions of the Agreement, or any other incorporated item, this Order shall control. Capitalized terms used herein but not defined shall have the same meaning as set forth in the Agreement. 2. DESCRIPTION OF SERVICES. Provider, as part of its business has developed and makes available to law enforcement entities an online citizen reporting system called LexisNexis® Desk Officer Reporting System ("DORS") enabling individuals, retail companies and other organizations to file reports, crime tips and other forms online to law enforcement. 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 described below subject to Agency's technology capabilities, processes, and work -flow functionality. 3.1. Services. DORS uses the J2EE standard. DORS is designed to gather information on incidents from a member of the general public (user) via an SSL connection. DORS will issue a temporary report number to the user and place the temporary report into an administrative holding area for review and modification by appropriate Agency administrator. An email is generated to the user that the report has been submitted. The Agency administrator logs in via an SSL connection and approves, rejects, edits or prints reports as appropriate. Rejecting a report deletes it from the DORS system and sends an appropriate email to the user. Approving the report issues a number, places it in a queue to be exported (as determined during implementation), and sends an appropriate email to the user. The Agency administrator and user can download the approved report and/or print the approved report out. Provider shall provide Report retention and distribution services as set forth in in Section 3 of the Agreement, including an on-line Report distribution website. 3.2. Setup and Access. Agency Responsibilities. a) Coordinate with Provider to establish dates for deployment within the DORS implementation schedule tab; b) Provide images for (i) website header image (ii) temporary citizen report image and (iii) final printed PDF report image; c) Load provided HTML pages onto Agency website which links to Provider's servers for the Services; d) Provide Provider with the schema for the desired file format and/or database schema: e) Enable Provider read /write access and test environment with current configuration f) Enable Provider VPN access to the exporter, RMS application(s), and other information required for report bridge installation; g) Provide timely responses to Provider's questions, which may arise during the setup and configuration process. Provider Responsibilities. a) Coordinate with Agency to establish schedule for deployment within the DORS implementation schedule tab. DORS Order Q I . V l . 16 (dc 5.16.16_ast 6.30.16) t0veo,ge1oof3 1 6/D5 g f r/Ib b) Register Agency within Provider's network and load Agency provided images into Agency's implementation of DORS. c) Provide Agency with administrator password and credentials for the Services. d) Provide Agency with sample operational directives, deployment strategies and sample press release. e) Provide Agency with suggestions for the successful deployment of the Services. f) Provide Agency with instructions on the easy setup of a kiosk for Agency's headquarters lobby, etc. Completion Criteria. This task is considered complete after Provider has delivered listed materials. 3.3. Configuration. Agency Responsibilities. a) Coordinate with Provider for web training session on administering the program, using the dynamic creation tools, "Triple Lock" login features, user account including deploying the "Secure side filing feature". b) Using the administrator account, login in and configure the code tables, crime types, user account, and dynamic content for Agency. c) Test the optional interface with the RMS application. d) Review resulting files with Provider, document any problems, and collaborate with Provider on a plan for corrective action(s). e) Provide necessary files for RMS integration. Provider Responsibilities a) Coordinate with Agency for web training session on administering the program, using the dynamic creation tools, "Triple Lock" login features, user account including deploying the "Secure side filing feature". b) Configure export routine for the optional RMS Interface with information provided. c) Review resulting files with Agency, document any problems, and collaborate with Agency on a plan for corrective action(s). Completion Criteria This task is considered complete when the DORS is accessible on Provider's web server and reports can be filed and interfaced into the RMS (optional). 3.4. Support and Maintenance. Provider will provide Support and Maintenance Services in accordance with the terms and conditions set forth in Section 4 of the Agreement. 4. TERM AND TERMINATION. This Order shall commence upon the Order Effective Date and shall continue for an initial term of twelve (12) 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 forty five (45) days prior to the expiration of the Renewal Term. 5. FEES AND PRICE ADJUSTMENTS. The Fees for the Services shall be subject to the terms set forth in Section 5 of the Agreement. 5.1. The Agency Fee is 5.2. One Time Set Up Fee. Agency shall pay a one-time set up fee for the Services in the amount of Thirteen Thousand Five Hundred and 00/100 ($13,500.00) which shall invoiced on the Order Effective Date. 5.3. Annual Fee. Agency shall pay an annual license fee for the Services which includes Support and Maintenance Services in the amount of Eleven Thousand Two Hundred Fifty and 00/100 ($I 1,250.00) ("Annual Fee"). The Annual Fee for the Initial Terms shall be invoiced on the DORS Order QI.V 1.16 (dc 5.16.16_ast 6.30.16) Page 2 of 3 Order Effective Date. After the Initial Term, the Annual Fee shall be invoiced by Provider according to the Agreement and due on the annual anniversary of the Order Effective Date. IN WITNESS WHEREOF, the Parties have caused this Order to be executed by their respective authorized representatives as of the Effective Date. Provider: LexisNexis Claims Solutions Inc. Printed Name: William S. Madison CEO Insurance Solutions Title: °sr(aTiclOCIP Date: Agency: City of Yakima Signature: C2 Printed Name: Cliff Moore Title: City Manager Date: C I MMI 17 Agency: Yakima .: ice Dartment Signature: jr— Printed Name: Dominic Rizzi Title: Chief of Police Date: J AA/V / z ATTEST: By: y Clerk City Contract No. 201'6- 7o 1 —7— O 15 7 Resolution No. R-3441.6- " 1 a DORS Order QI.V1.I6 (dc 5.16.16_ast 6.30.16) Page 3 of 3 DocuSign Envelope ID:4ED7E805-7B30-4DCC-92DD-178DEB607679 LexisNexis- Coplo Ic: 'solution, Dear Evelyn Barron Thank you for your valued relationship with LexisNexis Claims Solutions Inc. ("LexisNexis Claims"). We appreciate your business and customer service is of the utmost importance to us. You previously received a check reimbursing your agency for fees associated with resales of previously purchased crash reports and explaining why those fees were being paid. As we explained, we have never understood agreements like yours to require payment of agency fees after someone (including a LexisNexis Claims business unit or affiliate) purchases a crash report and then resells previously purchased crash reports or data components from those reports. The check that you received reflects our agreement nonetheless to make payments associated with these past resales. We also are updating our standard services agreement to provide added clarity about when law enforcement agencies will be paid an agency fee for the sale of a crash report or its components. Enclosed is a modified services agreement ("Agreement") that clarifies our practices with respect to payment of these fees. In 2016, a separate company, LexisNexis Coplogic Solutions Inc. ("LexisNexis Coplogic") was incorporated to serve our valued law enforcement agency customers. The modified Agreement replaces the current contracting party, LexisNexis Claims, with LexisNexis Coplogic, to more accurately reflect the LexisNexis entity that provides services to your agency. We are requesting that you review the enclosed modification to your Agreement and sign and return it to Coplogic.Agreements@LexisNexisRisk.com. If you have any questions, please contact me 561.281.68 k Brian Matuszka We appreciate your assistance in this regard and look forward to our continued relationship. Respectfully, Brian Matuszko Manager Coplogic Solutions LexisNexis Risk Solutions 561.508.6428 direct 561.281.6854 cell brian.matuszko@lexisnexisrisk.com CONFIDENTIAL AND PROPRIETARY INFORMATION OF LEXISNEXIS Page 1 of 4 DocuSign Envelope ID:4ED7E805-7B30-4DCC-92DD-178DEB607679 LexisNexis co oglc 'splut,ons ADDENDUM AND CONSENT OF ASSIGNMENT AGREEMENT FOR ELECTRONIC CRASH REPORTING SERVICES The Addendum ("Addendum") between Yakima Police Department ("Agency") and LexisNexis Coplogic Solutions Inc. ("Coplogic") or one of its affiliates, including LexisNexis Claims Solutions Inc. (collectively, the "Provider") shall become effective beginning on the date of execution of the last party signing ("Addendum Effective Date"). WHEREAS, Agency and Provider are parties to a valid, non-expired services agreement ("Agreement") pursuant to which Coplogic provides several comprehensive products and services for law enforcement, including electronic crash reporting and eCommerce services for the online distribution and sale of vehicle accident,citation and incident reports ("Reports"); WHEREAS, the parties desire to modify certain of the terms and conditions contained in the Agreement; NOW THEREFORE, in consideration of the mutual promises, agreements, and conditions stated herein,the Parties agree as follows: 1. FEES: FEES DUE TO AGENCY. All terms and conditions in the Agreement and/or applicable Order for eCrash and/or eCommerce services, including but not limited to LexisNexis® eCrash, LexisNexis® Police Reports, and LexisNexis° Desk Officer Reporting System, regarding the • collection, retention and distribution of fees by Provider for the online sale of Agency Reports , shall be modified to add the following language: "On behalf of Agency, Provider will collect and remit to Agency a fee for all Reports ("Agency Fee") purchased from the applicable eCommerce portal (as may be set forth on Agency's Order for eCommerce services, where applicable), 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. 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 applicable eCommerce portal (as may be set forth on the Agency's Order for eCommerce services,where applicable); or d. When a fee is not charged to an Authorized Requestor for the Report. CONFIDENTIAL AND PROPRIETARY INFORMATION OF LEXISNEXIS Addendum to Law Enforcement Agreement/eCrash Agreement Q3.v 1.19 Page 2 of 4 Gv pp45 �0 2,v K STANDARD '° DocuSign Envelope ID:4ED7E805-7B30-4DCC-92DD-178DEB607679 LexisNexis c:oplogc°solution,„ 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." 2. RETENTION AND DISTRIBUTION. All terms and conditions in the Agreement regarding Provider's retention and distribution of Agency Reports shall be deleted and replaced with the following. In the event that Agency's Agreement does not contain a provision related to the retention and distribution of Reports, Agency's Agreement is hereby amended to add the following section: "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 the Agreement and/or applicable 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 from purchasing Reports from the applicable eCommerce portal (as may be set forth on Agency's Order for eCommerce services, where applicable), 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 Agreement and/or 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 applicable eCommerce portal (as may be set forth on Agency's Order for eCommerce services, where applicable)." 3. AFFILIATES.The definition of"Affiliates" in the Agreement shall be deleted and replaced with the following. In the event that the Agreement does not contain a definition of "Affiliates" section, the Agreement is hereby modified to add the following section: "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." 4. ASSIGNMENT. In the event that Agency's Agreement is with an affiliate of Coplogic and not Coplogic itself,Agency acknowledges and agrees to the following: Notwithstanding anything to contrary in the Agreement, by signing below, Agency hereby consents to the assignment of the Agreement to Coplogic. Agency agrees that from and after the Addendum Effective Date, without any further notice, Coplogic shall (i) be solely responsible for the performance under the Agreement and the obligations thereunder and (ii) have all rights CONFIDENTIAL AND PROPRIETARY INFORMATION OF LEXISNEXIS Addendum to Law Enforcement Agreement/eCrash Agreement Q3.v 1.19 Page 3 of 4 DocuSign Envelope ID:4ED7E805-7B30-4DCC-92DD-178DEB607679 LexisNexis- cop logic >olvlr ons (including the right to payment), claims, credits, causes of actions, defenses, and any other rights of any kind arising out of or related to or in respect of the Agreement. 5. The parties acknowledge and agree that the above modifications shall be valid as if they are including in the original Agreement. Except as expressly amended by this Addendum, the Agreement will remain unchanged and in full force and effect. 6. This Addendum may be executed in multiple counterparts,each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Addendum may be executed electronically or by hand and signed copies may be delivered by mail, or electronically by facsimile or electronic mail in Adobe Portable Format (.pdf) or similar format, and signatures provided and transmitted by such means for the purpose of executing this Addendum will be deemed original signatures. IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by their duly authorized representatives as of the day and year written below. LexisNexiisfs Coplogic Solutions Inc. Yakima Police Department dfer By: l By: Print Name: wi 11 i am S. Madison Print Name: — r Title: CEO Insurance Solutions Title: t,ii 1 rn �.0 / ►f LLt Date: 06/03/2020 Date: (7f � CITY CONTRACT NO:��O'7-o 0 7 AMC a ti RESOLUTION NO: /G CONFIDENTIAL AND PROPRIETARY INFORMATION OF LEXISNEXIS Addendum to Law Enforcement Agreement/eCrash Agreement Q3.v 1.19 Page 4 of 4 FIRST AMENDMENT TO THE LAW ENFORCEMENT AGREEMENT This First Amendment to the Law Enforcement Agreement (this "First Amendment"), is effective as of January 1 , 2024 (the "First Amendment Effective Date"), by and between LexisNexis Coplogic Solutions Inc., with its principal place of business at 1000 Alderman Drive, Alpharetta, Georgia 30005 ("Provider"), and the City of Yakima Police Department with its principal place of operations at 200 South Third Street, Yakima, Washington 98901 ("Agency"). Provider and Agency may be referred to herein individually as a "Party" and collectively referred to as"Parties." RECITALS WHEREAS,the Parties entered into that certain Law Enforcement Agreement, dated as of January 10, 2017 (the"Agreement"); and WHEREAS,the Parties also entered into the Addendum and Consent of Assignment Agreement for Electronic Crash Reporting Services dated as of June 8,2020 (the"Addendum"); and WHEREAS,the Parties wish to amend the Agreement and the Addendum as provided herein and intend that this First Amendment shall constitute a modification thereto. NOW,THEREFORE, as of the First Amendment Effective Date and in accordance with the requirements of the Agreement and Addendum,the Parties,for good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, do agree to modify the Agreement and the Addendum as follows: 1. Section 1 of the Agreement titled"Scope" is hereby amended such that the following sentence is added to the paragraph: "The Parties further acknowledge that Provider acts on behalf of Agency to the extent it assists in carrying out Agency's obligations to 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. Section 2.1 of the Agreement titled "License Grant and License Restrictions" is hereby amended such that the subsections now read: "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 Arpra STANDARD YlAi ,'. /Ds 1 Confidential—Ethos First Amendment to LEA Q1.V1.23 hk4.18.23 11.27.23 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, 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 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." 3. Section 2.2 of the Agreement titled"Other Restriction" is hereby amended such that the first sentence now reads: "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." 4. Section 6.3 of the Agreement titled"Effect of Termination" is hereby amended such that the last sentence shall now read: "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, regulations, and/or an order from a court, regulator,tribunal or other authority that has jurisdiction over Agency or Provider." 5. Section 8.6 of the Agreement titled"Return of Confidential Information" is hereby deleted in its entirety and replaced with the following: "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." 6. Section 10 of the Agreement titled "Representation and Warranties" is hereby amended such that the last sentence now reads: "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 2 Confidential—Ethos First Amendment to LEA Q1.V1.23 hk4.18.23 11.27.23 order from a court, regulator, tribunal or other authority that has jurisdiction over Agency or Provider and consistent with the terms of this Agreement." 7. Section 2 of the Addendum titled"Retention/Distribution" hereby deleted in its entirety and replaced with the following: "2.CONTRIBUTION/DISTRIBUTION/RETENTION. 2.1. 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. 2.2. 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 the Law Enforcement Agreement Section 17.1, "Affiliates" ) 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,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 other than the ecommerce portal set forth in the Order." 2.3 Provider shall maintain (in accordance with generally accepted accounting practices) books, accounts, records, documents and other materials ("Records") related directly or indirectly to the Reports, Services, costs, expenses, and expenditures made under or related to this Agreement. The Records relating to this Agreement will be provided to Agency upon the request of Agency. 3 Confidential—Ethos First Amendment to LEA Q1.V1.23 hk4.18.23 11.27.23 All Records relating to the Provider's obligations under this Agreement must be made available to Agency, and the Records relating to the Provider's obligations under this Agreement are City of Yakima records. Such Records must be produced to third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. The Records must be retained by the Provider for the minimum period of time required pursuant to the Washington Secretary of State's records retention schedule. If any litigation, claim or audit is started before the expiration of the of the minimum period of time required pursuant to the Washington Secretary of State's records retention schedule, the Records shall be retained until all litigation, claims, or audit findings involving the records have been fully resolved. The terms of this section shall survive any expiration or termination of this Agreement. 8. The Parties intend that the terms and conditions of this First Amendment are incorporated to and made a part of the Agreement and the Addendum. 9. This First Amendment, together with the Agreement, Addendum and applicable Order(s), constitute the entire agreement between the Parties on the subject matter contained herein and therein. Except as modified by this First Amendment, the Agreement shall otherwise remain in full force and effect. 10. All capitalized terms used herein but not defined in this First Amendment shall have the meanings ascribed to them in the Agreement or applicable Order(s). In the event of a conflict between the terms of the Agreement and/or the applicable Order(s) and this First Amendment, this Amendment shall prevail solely as to the subject matter herein. This First Amendment may be executed in counterparts and may be signed and given by any legally permissible means,including electronic means (i.e., PDF or facsimile), and will not be effective or enforceable unless and until it is executed by an authorized representative of each Party. Signature page follows 4 Confidential—Ethos First Amendment to LEA Q1.V1.23 hk4.18.23 11.27.23 IN WITNESS WHEREOF,the authorized representatives of both Parties have duly executed and delivered this Amendment, effective as of the Amendment Effective Date. Agency:City of Yakima Provider: LexisNexis Coplogic Solutions Inc. Signature: ' '2 Signature: Printed Name: Dave Zabell Printed Name: William S. Madison Title: City Manager,Interim Title: Executive Vice President Date: Mar 9,2024 Date: 12/07/2023 Agency: Yakima Police Department Signature: Printed Name: Matthew Murray Title: Chief of Police Date: Feb 22,2024 ATTEST: By: Nk} City Clerk City Contract No. (,001 7rr .QMti taet t$ 5 Confidential—Ethos First Amendment to LEA Q1.V1.23 hk4.18.23 11.27.23 • LexisNexis' coplogic'Solutions Order No.1 LexisNexis®Desk Officer Reporting System(DORS) This Order No. 1 ("Order") is entered into this 1st day of February , 2024("Order Effective Date") between City of Yakima Police Department ("Agency") and LexisNexis Coplogic Solutions Inc. ("Provider") and subject to the terms and conditions of the Law Enforcement Agreement effective January 10, 2017 ("Agreement"), the Addendum and Consent of Assignment Agreement for Electronic Crash Reporting Services, effective June 8, 2020("Addendum"), and the First Amendment to the Law Enforcement Agreement, effective date ("Amendment") 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 an online citizen reporting system called LexisNexis® Desk Officer Reporting System ("DORS") enabling individuals, retail companies and other organizations to file reports, crime tips and other forms online to law enforcement. 3. SCOPE OF SERVICES. Provider agrees to provide the following Services to Agency subject to the provisions of this Order. Except as provided by 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 described below subject to Agency's technology capabilities, processes, and work-flow functionality. 3.1.Services. DORS uses the J2EE standard. DORS is designed to gather information on incidents from a member of the general public (user)via an SSL connection. DORS will issue a temporary report number to the user and place the temporary report into an administrative holding area for review and modification by appropriate Agency administrator. An email is generated to the user that the report has been submitted. The Agency administrator logs in via an SSL connection and approves, rejects, edits or prints reports as appropriate. Rejecting a report deletes it from the DORS system and sends an appropriate email to the user. Approving the report issues a number, places it in a queue to be exported(as determined during implementation),and sends an appropriate email to the user. The Agency administrator and user can download the approved report and/or print the approved report out. Provider shall provide Report distribution services as set forth in Paragraph 7 of the First Amendment to the Law Enforcement Agreement (which replaced Section 2 of the Addendum), including an on-line Report distribution website such as LexisNexis®BuyCrash.com(or its successors). 3.2.Setup and Access. Agency Responsibilities. a) Coordinate with Provider to establish dates for deployment within the DORS implementation schedule tab; b) Provide images for(i)website header image(ii)temporary citizen report image and (iii)final printed PDF report image; c) Load provided HTML pages onto Agency website which links to Provider's servers for the Services; d) Provide Provider with the schema for the desired file format and/or database schema; e) Enable Provider read/write access and test environment with current configuration f) Enable Provider VPN access to the exporter, RMS application(s), and other information required for report bridge installation; Confidential and Proprietary Information of LexisNexis STANDARD �K DORS Order Annual Q3.22.V1 hk4.19.23 11.27.23 Page 1 of 4 LexisNexis‘ CopIogic'"Solutions g) Provide timely responses to Provider's questions, which may arise during the setup and configuration process. Provider Responsibilities. a) Coordinate with Agency to establish schedule for deployment within the DORS implementation schedule tab. b) Register Agency within Provider's network and load Agency provided images into Agency's implementation of DORS. c) Provide Agency with administrator password and credentials for the Services. d) Provide Agency with sample operational directives,deployment strategies and sample press release. e) Provide Agency with suggestions for the successful deployment of the Services. f) Provide Agency with instructions on the easy setup of a kiosk for Agency's headquarters lobby, etc. Completion Criteria. This task is considered complete after Provider has delivered listed materials. 3.3.Configuration. Agency Responsibilities. a) Coordinate with Provider for web training session on administering the program, using the dynamic creation tools, "Triple Lock" login features, user account including deploying the "Secure side filing feature". b) Using the administrator account, login in and configure the code tables, crime types, user account, and dynamic content for Agency. c) Test the optional interface with the RMS application. d) Review resulting files with Provider, document any problems, and collaborate with Provider on a plan for corrective action(s). e) Provide necessary files for RMS integration. Provider Responsibilities a) Coordinate with Agency for web training session on administering the program, using the dynamic creation tools, "Triple Lock" login features, user account including deploying the "Secure side filing feature". b) Configure export routine for the optional RMS Interface with information provided. c) Review resulting files with Agency, document any problems, and collaborate with Agency on a plan for corrective action(s). Completion Criteria This task is considered complete when the DORS is accessible on Provider's web server and reports can be filed and interfaced into the RMS (optional). 3.4.Support and Maintenance. Provider will provide Support and Maintenance Services in accordance with the terms and conditions set forth in Section 4 of the Agreement, as amended. 3.5.Agency agrees that it shall not use the Services for purposes outside of those described in Section 2.1 of the Agreement, as amended.. 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 Confidential and Proprietary Information of LexisNexis DORS Order Annual Q3.22.V1 hk4.19.23 11.27.23 Page 2 of 4 •. LexisNexis" coplogic-Solutions 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. 2. Use by a government agency, but only in carrying out its functions. 4. TERM AND TERMINATION. This Order shall commence upon the Order Effective Date and shall continue for an initial term of twenty-four (24) 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 forty five (45) days prior to the expiration of the Renewal Term. 5. FEES AND PRICE ADJUSTMENTS. The Fees for the Services shall be subject to the terms set forth in Section 5 of the Agreement, as amended, and Section 1 of the Addendum. 5.1.The Agency Fee is Zero Dollars and 00/100 ($0.00). Provider shall not be permitted to distribute or sell Reports received pursuant to this Order. 5.2 Annual Fee.Agency shall pay an annual license Fee for the Services which includes Support and Maintenance Services in the amount of Twelve Thousand Seven Hundred Ninety Two Dollars and 94/100($12,792.94)("Annual Fee").The Annual Fee for the Initial Term shall be invoiced on the Order Effective Date.After the Initial Term,the Annual Fee shall be invoiced by Provider according to the Agreement and due on the annual anniversary of the Order Effective Date. 5.3 Offset. At the Parties election,all Agency Fees accrued under Order No.2 shall be credited towards the fees owed to Provider for the provision of DORS("DORS Payments")under Order No. 1 executed between the Parties pursuant to the following provisions: Beginning on the Order Effective Date, Agency authorizes Provider to retain all Agency Fees due to Agency from the sale of Reports under Order No. 2, (Retained Fees) to be applied to DORS Payments under Order No. 1. On a quarterly basis, Provider shall send Agency an invoice pursuant to the terms of the Agreement indicating the amount owed to Provider (DORS Payments) and the total amount of Retained Fees accrued hereunder for the applicable period. If the total amount of Retained Fees is insufficient to cover the DORS Payments due, such amount will be notated on the invoice. Agency shall pay the difference between the Retained Fees actually received and the total amount due to Provider(DORS Payments)within thirty(30)days of the invoice date. Signature page follows Confidential and Proprietary Information of LexisNexis DORS Order Annual Q3.22.V1 hk4.19.23 11.27.23 Page 3 of 4 LexisNexis' Coplogic Solutions 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 Yakima Provider: LexisNexis Coplogic Solutions Inc. 10 Signature: ,7 9"), '' Signature: Printed Name: Dave Zabel( Printed Name:William S. Madison Title: City Manager,Interim Title: Executive Vice President Date: Mar9,2024 Date: 12/07/2023 Agency: Yakima Police Department Signature:''- Printed Name: Matthew Murray Title: Chief of Police Date: Feb 22,2024 ATTEST: By: N City Clerk City Contract No. a0li-01s1 orb#1 Confidential and Proprietary Information of LexisNexis DORS Order Annual Q3.22.V1 hk4.19.23 11.27.23 Page 4 of 4 LexisNexis' coplogic'Solutions Order No.2 eCommerce Services This Order No.2 ("Order")is entered into this 1 day of February ,2024("Order Effective Date") between City of Yakima Police Department ("Agency") and LexisNexis Coplogic Solutions Inc. ("Provider") and subject to the terms and conditions of the Law Enforcement Agreement effective January 10, 2017 ("Agreement"), the Addendum and Consent of Assignment Agreement for Electronic Crash Reporting Services, effective June 8, 2020 ("Addendum"), and the First Amendment to the Law Enforcement Agreement,effective date January 1,2024 (.Amendment")between the Parties. 1. TERMS AND CONDITIONS.All of the terms and conditions contained in the Agreement shall remain in full force and effect and shall apply to the extent applicable to this Order except as expressly modified herein. To the extent that the terms and conditions of this Order are in conflict with the terms and conditions of the Agreement, or any other incorporated item,this Order shall control. Capitalized terms used herein but not defined shall have the same meaning as set forth in the Agreement. 2. DESCRIPTION OF SERVICES. Provider,as part of its business, has developed web based portal(s)to distribute Reports to Authorized Requestors and other authorized entities online. In exchange for the Services provided to Agency, Agency agrees that Provider shall have the sole and exclusive right to sell the Agency's crash reports online and to distribute data extracted from the Reports via Provider's 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 manner from Agency to Provider. 3.3 Provide Report distribution services as set forth in Paragraph 7 of the First Amendment to the Law Enforcement Agreement(which replaced Section 2 of the Addendum). 3.4 Agency agrees that it shall not use the Services for purposes outside of those described in Section 2.1 of the Agreement, as amended. 3.5 Notwithstanding Section 2.1(h) of the Agreement, Agency may provide access to Agency's reports and information through command center to government employees with a need to know such information 3.6 Subject to the terms of the Agreement,as amended,and as not otherwise prevented by law,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. 3.7 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. cr STANDARD cr Confidential and Proprietary Information of LexisNexis eCommerce Order Q2.22.V1 hk4.19.23 11.27.23 Page 1 of 3 Please check one below(required): 1. No permissible use. 2. Use by a government agency, but only in carrying out its functions. 1.1. Other Services: 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 Four Dollars and 00/100($4.00). 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. 5.2 Offset. At the Parties election, all Agency Fees accrued under this Order No. 2 shall be credited towards the fees owed to Provider for the provision of DORS ("DORS Payments") under Order No. 1 executed between the Parties pursuant to the following provisions: a) Beginning on the Order Effective Date, Agency authorizes Provider to retain all Agency Fees due to Agency(Retained Fees)from the sale of Reports under this Order No.2 to be applied to DORS Payments under Order No. 1. b) On a quarterly basis, Provider shall send Agency an invoice pursuant to the terms of the Agreement indicating the amount owed to Provider (DORS Payments) and the total amount of Retained Fees accrued hereunder for the applicable period. If the total amount of Retained Fees is insufficient to cover the DORS Payments due, such amount will be notated on the invoice. Agency shall pay the difference between the Retained Fees received and the total amount due to Provider (DORS Payments) within thirty (30) days of the invoice date. Signature page following Confidential and Proprietary Information of LexisNexis eCommerce Order Q2.22.V1 hk4.19.23 hk11.27.23 Page 2 of 3 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 Yakima Provider: LexisNexis Coplogic Solutions Inc. 10.,&44 Signature: 71 ' ;°� - Signature: Printed Name: Dave Zabell Printed Name:William S. Madison Title: City Manager,Interim Title: Executive Vice President Date: Mar 9,2024 Date: 12/07/2023 Agency: Yakima Police Department Signature: - Printed Name: Matthew Murray Title: Chief of Police Date: Feb 22,2024 ATTEST: By: 1.1 (A City Clerk City Contract No. aUrl-O o7 Orci Confidential and Proprietary Information of LexisNexis eCommerce Order Q2.22.V1 hk4.19.23 hk11.27.23 Page 3 of 3