Lexis Nexis Coplogic Solutions ~ C220006 ~ CITY OF TIGARD-CONTRACT SUMMARY&ROUTING FORM
Contract Overview
Contract/Amendment Number: C220006a2
Contract Start Date: 07/01/2022 Contract End Date: 06/30/2024
Contract Title: Desk Officer Reporting System
Contractor Name: Lexis Nexis/Coplogic Solutions
Contract Manager: Lisa Shaw/Cmdr. McDonald
Department: PD
Contract Costs
Original Contract Amount: $26,040.00
Total All Previous Amendments:
Total of this Amendment:
Total Contract Amount: $26,040.00
Procurement Authority
Contract Type: Information Technology Vendor Agreement
Procurement Type: PCR 10.070 Sole Source
Solicitation Number:
LCRB Date:
Account String: Fund-Division-Account Work Order—Activit):1=e Amount
FY 23 100-4200-54006 $10,025.00
Contracts & Purchasing Approval
Purchasing Signature:
Comments: 3 months paid for, update terms and conditions of agreement
DocuSign Routing
Route for Signature Name Email Address
Contractor Hera Kelly Hera.kelly a,lexisnexisrisk.com
Contractor Bill Madison Bill.madison&lexisnexisrisk.com
City of Tigard Steve Rymer Stever(cr�,tigard-or.gov
Final Distribution
Contractor Hayley Whedon Ha le .whedon lexisnexisrisk.com
Contractor Bill Madison Bill.madison@lexisnexisrisk.com
Project Manager Lisa Shaw Lisa.shaw ti and-or. ov
Project Manager James McDonald ames.mcdonald ti and-or. ov
Buyer Toni Riccardi tonir ti and-or. ov
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LexisNexis® Coplogic-Solutions
LAW ENFORCEMENT AGREEMENT
This Law Enforcement Agreement ("Agreement") is dated July 1, 20 2022 ("Effective Date") by and between
LexisNexis Coplogic Solutions Inc.,with its principal place of business at 1000 Alderman Drive,Alpharetta,Georgia 30005("Provider"),
and Tigard Police Department,with its principal place of operations at 13125 SW Hall Blvd,Tigard,Oregon 97223.("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. 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. LICENSE AND RESTRICTIONS.
2.1. License Grant and License Restrictions. Upon execution of an applicable Order, Provider hereby grants to Agency a
restricted, limited, revocable license to use the Services only as set forth in this Agreement and any applicable Order, and
for no other purposes,subject to the restrictions and limitations set forth below:
(a) Agency shall not access or use Services from outside the United States without Provider's prior written approval;
and
(b) Agency shall not use the Services to create a competing product,provide data processing services to third parties,
resell, or broker the Services to any third-party, or otherwise use the Services for any personal (non-law
enforcement) purposes; and
(c) Agency's use of the Services hereunder will not knowingly violate any agreements to which Agency is bound;and
(d) Agency shall not harvest, post, transmit, copy, modify, create derivative works from, tamper, distribute the
Services, or in any way circumvent the navigational structure of the Services, including to maliciously and
knowingly upload or transmit any computer viruses,Trojan Horses,worms or anything else designed to interfere
with, interrupt or disrupt the normal operating procedures of Services;and
(e) Agency may not use the Services to maliciously and knowingly store or transmit infringing,libellous,or otherwise
unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights or
otherwise infringe on the rights of others; and
(f) Agency shall not reveal any user accounts or passwords for the Services to any third parties (third parties shall
not include Agency's employees who have a need to know such information);and
(g) Except as specifically set forth in an Order,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.
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
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below), a change in law or regulation, or the interpretation thereof, and/or an order from a Court, regulator, tribunal or
other authority that has jurisdiction over Agency or Provider. Upon written notification by Provider of such restrictions,
Agency agrees to comply with such restrictions or, in the event that Agency is unable to comply, it shall notify Provider in
writing of its inability to comply within ten (10) days after receipt of Provider's written notification. In that event, either
Party may immediately terminate this Agreement by providing written notice thereof to the other Party without such
termination constituting a breach of this Agreement.
2.3. Violation of License Terms and/or Restrictions.Agency agrees that, if Provider determines or reasonably suspects that: (i)
Agency is violating any license terms, restrictions, or other material provision of the Agreement; or (ii) Agency has
experienced a Security Event(as herein defined),Provider may,at its sole option,take immediate action up to and including,
without further obligation or liability of any kind,terminating Agency's account and the license to use the Services.
3. SUPPORT AND MAINTENANCE.
3.1. Ongoing Maintenance. Provider will, from time-to-time issue and/or provide 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 the Fee by 2%for each subsequent year
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.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.
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4.1.1. Disputes. In the event Agency has a good faith dispute on all or a portion of an unpaid invoice("Dispute"),Agency
shall notify Provider in writing and follow the procedures set forth herein. In the event of a Dispute, Agency shall
promptly, but in no case more than thirty(30) days from receipt of the invoice, notify Provider in writing pursuant
to the notice provisions of this Agreement ("Dispute Notice"). Agency shall identify in writing the specific cause of
the Dispute, the amount in dispute, and reasonable documentation supporting the Dispute. Invoices not disputed
within ninety(90)days of the invoice date will be deemed valid and may not later be disputed.The Parties agree to
use best efforts to resolve all Disputes promptly and in good faith. However,in the event the Parties are not able to
resolve a Dispute within sixty(60) days from Provider's receipt of a Dispute Notice, Provider shall have the right to
terminate this Agreement (including all Services) or the right to discontinue the applicable Service immediately,
without such action constituting a breach or incurring any liability herein.All Fees not properly disputed or paid shall
accrue interest at the rate of nine percent(9%) per annum.All Fees are calculated for payment made via ACH,Wire,
or Agency check.Agency agrees that Fees exclude taxes(if applicable)or other cost incurred by Agency's RMS Vendor
or other third parties and agrees such costs shall be passed on to Agency. Provider shall not be required to enter
into a third-party relationship to obtain payment for the Service provided to Agency; however,should Provider elect
to do so, Provider reserves the right to charge Agency additional fees for such accommodation.
4.2. Fees due to Agency. Using the process as herein defined, on behalf of Agency, Provider will collect and remit to Agency a
fee for all Reports("Agency Fee")purchased by an Authorized Requestor(as defined in section 5 below)from the applicable
eCommerce portal set forth on the applicable Order. 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 make available a monthly report to Agency identifying the number of Reports provided on its behalf via the LexisNexis°
Command Center("Command Center")administration portal and/or its successor.
4.2.1. No Agency Fee will be paid with respect to the following:
(a) When a Report is acquired by an Affiliate of Provider from a source other than the eCommerce portal set forth
on the applicable Order;or
(b) 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.
5. CONTRIBUTION/DISTRIBUTION.
5.1. Agency acknowledges and agrees that Provider has compiled certain databases of person data,vehicle data,and/or incident
data contributed from other law enforcement agencies("Participating Agencies")accessing certain of the Services.Agency
further acknowledges and agrees that such contribution data (a) is available only to Participating Agencies that have
authorized the contribution and distribution of their data via such databases and (b) may be used solely for investigative
and/or law enforcement purposes and for no other purpose whatsoever.
5.2. For Services that contemplate the sale of Reports, as more specifically described in an Order, Provider shall distribute
Reports and/or specific data extracted from the Report to individuals or legal entities("Authorized Requestors")and other
authorized law enforcement entities ("Agency Requestors") in accordance with applicable laws, regulations, and/or an
order from a court, regulator, tribunal or other authority that has jurisdiction over Agency or Provider. Nothing in this
Agreement shall prohibit Provider's Affiliates(defined in Section 16.1, "Affiliates" below)from purchasing Reports from the
ecommerce portal set forth in the Order, or from distributing previously purchased Reports and/or specific data extracted
from the Report to Authorized 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 otherthan the ecommerce
portal set forth in the Order.
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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,
regulations,and/or an order from a court,regulator,tribunal or other authority that has jurisdiction over Agency or Provider
and consistent with the terms of the Agreement.
7. RELEVANT LAWS.
Each Party shall comply with all applicable federal, state, and local laws and regulations related to its performance hereunder,
including:
7.1. Driver's Privacy Protection Act.Agency acknowledges that certain Services provided under this Agreement may include the
provision of certain personal information data obtained from state Departments of Motor Vehicles("DMV Data")and that
such DMV Data may be governed by the Federal Driver's Privacy Protection Act,(18 U.S.C. §2721 et seq.)and related state
laws("DPPA"), and that Agency is required to comply with the DPPA, as applicable.Agency acknowledges and agrees that
it may be required to certify its permissible use of DPPA or DMV Data at the time it requests information in connection with
certain Services and will recertify upon request by Provider.
7.2. Fair Credit Reporting Act. The Services provided pursuant to this Agreement are not provided by "consumer reporting
agencies"as that term is defined in the Fair Credit Reporting Act(15 U.S.C. § 1681, et seq.) ("FCRA")and do not constitute
"consumer reports"as that term is defined in the FCRA.Agency certifies that it will not use any of the information it receives
through the Services in whole or in part as a factor in determining eligibility for credit, insurance,or employment or for any
other eligibility purpose that would qualify the information in as a consumer report.
7.3. Protected Health Information. Unless otherwise contemplated by an applicable Business Associate Agreement executed
by the Parties,Agency will not provide Provider with any Protected Health Information (as that term is defined in 45 C.F.R.
Sec. 160.103) or with Electronic Health Records or Patient Health Records (as those terms are defined in 42 U.S.C. Sec.
17921(5), and 42 U.S.C. Sec. 17921(11), respectively) or with information from such records without the execution of a
separate agreement between the Parties.
7.4. Social Security Numbers. Social Security Numbers may be available hereunder as part of Reports and/or related data
provided from certain states. However, Agency shall not provide Social Security Numbers to Provider under any
circumstances under this Agreement.Should Agency require more information on Social Security Numbers or its obligations
in relation thereto,Agency should contact Provider Agency Service at 1-866-215-2771 for assistance.
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7.5. Privacy Principles. Agency shall comply with the "Provider Data Privacy Principles" available at
http://www.lexisnexis.com/privacy/data-privacy-principles.aspx, as updated from time to time. Provider shall notify
Agency in writing in the event that material changes are made to the Provider Data Privacy Principles.
7.6. 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. Oregon Public Records Law. Notwithstanding the above,to the extent that Provider discloses its Confidential Information
to Agency, Provider acknowledges that Agency is subject to Oregon Public Records Law("OPRL").Provider understands that
the public may have access to public records, unless the records are exempt or confidential under applicable law. Prior to
any disclosure requested under OPRL,Agency shall give Provider prompt written notice of such request. Provider shall have
seven (7) days from the date it receives such notice to provide evidence of a statutory exemption under applicable law
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 OPRL,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 OPRL. Disclosures required by ORPL,shall not be considered a breach of any confidentiality provisions set forth
in this Agreement. To the extent, notwithstanding Provider's objection, that Agency determines that this Agreement and
any corresponding Order must be disclosed pursuant to applicable OPRL, Sections 2, 3, 4, 5, 6, 8, 12, and 13 of this
Agreement,and Sections 3,4, and 5 of any corresponding Order shall be redacted before any such disclosure.
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8.6. 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.
8.7. Return of Confidential Information. Upon the written request of a Party(and except as otherwise specifically set forth in an
applicable Order),each Party shall return or destroy(and certify such destruction in a signed writing)any of the other Party's
Confidential Information unless retention of such information is required by law, regulations,and/or an order from a court,
regulator,tribunal or other authority that has jurisdiction over Agency or Provider.
8.8. Injunctive Relief. In the event of a breach or a threatened breach of the confidentiality or privacy provisions of this
Agreement, including release pursuant to Oregon Public Law under Section 8.5, the non-breaching Party may have no
adequate remedy in monetary damages and,accordingly, may seek an injunction against the breaching Party.
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, regulations, and/or an order from a
court, regulator, tribunal or other authority that has jurisdiction over Agency or Provider and consistent with the terms of this
Agreement.
11. LIMITATION OF WARRANTY.
FOR PURPOSES OF THIS SECTION, "PROVIDER" INCLUDES PROVIDER AND ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES,
AND DATA PROVIDERS.THE SERVICES PROVIDED BY PROVIDER ARE PROVIDED"AS IS"AND WITHOUT ANY WARRANTY, EXPRESS,
IMPLIED, OR OTHERWISE, REGARDING ITS ACCURACY OR PERFORMANCE INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,SUITABILITY,ORIGINALITY,OR OTHERWISE,OF ANY
SERVICES,SYSTEMS, EQUIPMENT OR MATERIALS PROVIDED HEREUNDER.
12. INDEMNIFICATION.
To the extent permitted under applicable law,each Party shall defend,indemnify,and hold harmless the other Party, its affiliates,
and their officers, directors, employees, and agents (the "Indemnified Parties") against and from any and all losses, liabilities,
damages,actions,claims,demands,settlements,judgments,and any other expenses(including reasonable attorneys'fees),which
are asserted against the Indemnified Parties by a third party, but only to the extent caused by (i) violation of law in the
performance of its obligations under this Agreement by the Indemnifying Party, its affiliates,or the officers,agents or employees
of such Party (the "Indemnifying Parties"); (ii)the gross negligence or willful misconduct of the Indemnifying Parties during the
term of this Agreement; (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.
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13. LIMITATION OF LIABILITY.
To the extent permitted by applicable law,Provider's entire liability for any claims(s)resulting from its acts or omissions,including,
but not limited to negligence claims under this Agreement shall not exceed the total amount of Fees actually received by Provider
from Agency (excluding pass through or out of pocket expenses) for the specific Services from which liability arises during the
twelve (12) month period immediately preceding the event first giving rise to such liability, and if not yet in the twelfth (12th)
month of this Agreement,for the period leading up to such event. Notwithstanding the foregoing, in no event shall either Party's
entire liability for any claim(s)under this Agreement exceed THIRTY-TWO, FIVE HUNDRED AND ZERO DOLLARS($32,500.00)in the
aggregate.To the extent the relevant Services are made available at no cost to Agency,then in no event shall Provider's liability
to Agency under this Agreement exceed one hundred dollars ($100.00) in the aggregate.This limitation of liability will not apply
to any claims, actions, damages, liabilities or fines relating to or arising from Provider's gross negligence or willful misconduct. In
no event shall Provider be liable for any indirect,special,incidental,or consequential damages in connection with this Agreement
or the performance or failure to perform hereunder,even if advised of the possibility of such damages.
14. INSURANCE
14.1. Provider must obtain, at Provider's expense, and keep in effect during the term of this contract, Cyber-Security Liability
Insurance covering any damages caused by any actual or alleged negligent act, error or omission in the securing of
confidential information. Combined single limit per claim may not be less than $2,000,000, or the equivalent. Annual
aggregate limit may not be less than$3,000,000 and filed on a "claims-made"form.
14.2. As evidence of the insurance coverage required by the contract,the Provider will furnish a Certificate of Insurance to the
Agency. No contract shall be effective until the required Certificates of Insurance have been received and approved by the
Agency. The certificate will include a copy of Additional Insured Endorsement naming the Agency as an additional insured.
A blanket endorsement may be provided showing evidence of additional insured status. A renewal certificate will be sent
to the Agency prior to coverage expiration.
14.3. If Provider is self-insured, provision of acceptable documentation of self-insurance meeting the above requirements is
acceptable.
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: (i) on the date of service if served personally on the Party to
whom notice is to be given; (ii)on the day after delivery to a commercial or postal overnight carrier service;or(iii)on the fifth day
after mailing, if mailed to the Party to whom such notice is to be given, by first class mail, registered or certified, postage prepaid
and properly addressed. Any Party hereto may change its address for the purpose of this section by giving the other Party timely,
written notice of its new address in the manner set forth above.
16. MISCELLANEOUS.
16.1. Affiliates. For purposes of this Agreement, "Affiliate" means any corporation,firm, partnership or other 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.
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16.2. Independent Contractor/No Agency. Each Party acknowledges that it has no authority to bind or otherwise obligate the
other Party.
16.3. Assignment. Neither Party shall assign this Agreement in whole or in part without the prior written consent of the other
Party, and any such attempted assignment contrary to the foregoing shall be void. Notwithstanding the foregoing, an
assignment by operation of law, as a result of a merger or consolidation of a Party, does not require the consent of the
other Party.This Agreement will be binding upon the Parties' respective successors and assigns.
16.4. Headings, Interpretation, and 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.
16.5. Waiver; Remedies Non-Exclusive. No failure or delay on the part of any Party in exercising any right or remedy provided in
this Agreement will operate as a waiver thereof. Unless otherwise provided herein, any remedy will be cumulative to any
other right or remedy available at law or in equity.
16.6. Survival.Sections 2-4, 7-12,and 15 shall survive the termination or rescission of this Agreement.
16.7. Provider Shared Facilities. Provider may utilize facilities located outside the United States to provide support 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.
16.8. Entire Agreement. This Agreement represents the entire Agreement of the Parties and supersedes all previous and
contemporaneous communications or agreements regarding the subject matter hereto. Agency by its signature below
hereby certifies that Agency agrees to be bound by the terms and conditions of this Agreement including those terms and
conditions posted on web pages specifically set forth herein or contained with any software provided under this Agreement,
as may be updated from time to time.Any additional terms or conditions contained in purchase orders or other forms are
expressly rejected by Provider and shall not be binding. Acceptance or non-rejection of purchase orders or other forms
containing such terms; Provider's continuation of providing Products or Services;or any other inaction by Provider shall not
constitute Provider's consent to or acceptance of any additional or different terms from that stated in this Agreement. This
Agreement may only be modified by a written document signed by both Parties.
16.9. Governing Law. The Agreement will be governed by and construed under the laws of the State of Oregon excluding its
conflict of law rules.
16.10. General Terms. The following laws of the State of Oregon are hereby incorporated by reference into the Agreement: ORS
27913.220, 2798.230,and 2798.235.
16.11. Compliance with Tax Laws. Company represents and warrants that Company is,to the best of the undersigned's knowledge,
not in violation of any Oregon tax laws including but not limited to ORS 305.620 and ORS Chapters 316, 317 and 318.
Company's failure to comply with the tax laws of this state or a political subdivision of this state before the Company
executed this Agreement or during the term of this Agreement is a default for which the End-User may terminate this
Agreement and seek damages and other relief available under the terms of this Agreement or applicable law.
IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed by their respective authorized representatives as of
the Effective Date.
Agency:Tigard Police Department Provider: LexisNexis Coplogic Solutions Inc.
0..S en ay
Signature: my Signature:��+� S. resew
Print Name:
Steve Rymer Print Name:William S. Madison
Title:
City Manager Title: CEO Insurance Solutions
Date:
10/13/2022 Date: 10/13/2022
Ds
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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:
(a) provide immediate written notice to:
(i) the Information Security and Compliance Organization at 1000 Alderman Drive,Alpharetta, Georgia 30005;or
(ii) via email to(security.investigations@lexisnexis.com); or
(iii) by phone at(1-888-872-5375)with a written notification to follow within twenty four(24) hours;and
(iv) if to Agency, notice will be given to City of Tigard Information Technology Team, IT1@Tigard-or.gov;and
(b) promptly investigate the situation;and
(c) 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
(d) if required by law,or in Provider'discretion,Agency shall:
(i) notify the individuals whose information was disclosed that an Agency Security Event has occurred; and
(ii) be responsible for all legal and regulatory obligations including any associated costs which may arise in
connection with the Agency Security Event;and
(e) 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
(f) 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.
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LexisNexis, I Coplogic"Solutions
Order No. 1
LexisNexis° Desk Officer Reporting System (DORS)
This Order No. 1 ("Order") is entered into this 1st _ day of__July ("Order Effective Date") between
Tigard Police Department ("Agency") and LexisNexis Coplogic Solutions Inc. ("Provider") and subject to the terms and
conditions of the Law Enforcement Agreement effective July 1 ___, 2022 ("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. 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 in Section 5 of the Agreement, 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;
g) Provide timely responses to Provider's questions, which may arise during the setup and
configuration process.
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DORS Order Monthly haw08122022 Page 1 of 3
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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 3 of the Agreement.
3.5.Pursuant to Section 2.1 of the Agreement, Agency agrees that it shall not use the Services for marketing or
commercial solicitation purposes.
3.6.As provided by Section 7.1 of the Agreement, Agency acknowledges that certain Services provided under this
Order may include the provision of certain personal information data obtained from the state Department of
Motor Vehicles ("DMV Data") and that such DMV Data may be governed by the Federal Driver's Privacy
Protection Act, (18 U.S.C. § 2721 et seq.) and related state laws (collectively,the "DPPA"), and that Agency is
required to comply with the DPPA, as applicable. Agency certifies it has a permissible use under the DPPA to
use and/or obtain such information and Agency further certifies it will use such information obtained from
Services only for the permissible purpose selected below or for the purpose indicated by Agency electronically
while using the Services, which purpose will apply to searches performed during such electronic session:
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DORS Order Monthly haw08122022 Page 2 of 3
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LexisNexis, I Coplogic"Solutions
Please check one below(required):
1. No permissible use.
X 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")and shall expire unless otherwise terminated or extended, 24 months
after the effective date. The Agency and Provider may agree in writing to up to an additional twenty-four(24) months
("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 4 of the
Agreement.
5.1.The Agency Fee is Ten Dollars and 00/100 ($10).
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.Monthly Services Fees. Agency shall pay a monthly license Fee for the Services which includes Support and
Maintenance Services. Fees for the Services for the Initial Term shall be One Thousand One Hundred Six
Dollars and 70/100 ($1106.70) per month. A two percent (2%) escalator will be applied to each subsequent
year if the term is extended. All Fees shall be invoiced monthly by Provider beginning on 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.
Agency:Tigard Police Department Provider: LexisNexis Coplogic Solutions Inc.
�- —w Daws enw or.
Signature: 5� tyw Signature: ��+ S• +�w
uCSi c+ie�[ BCE F]5i PA�9a4]
Steve Rymer William S. Madison
Printed Name: Printed Name:
Title:
City Manager Title: CEO Insurance Solutions
10/13/2022 10/13/2022
Date: Date:
DS
DS
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