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HomeMy WebLinkAboutContractAGREEMENT FOR LEXISNEXIS COPLOGIC SOLUTIONS DORS ONLY THIS AGREEMENT (“Agreement”), dated for reference purposes only as March 1, 2023, is by and between the City of Renton (the “City” or “Agency”), a Washington municipal corporation, and LexisNexis (“Vendor”), with its principal place of business at 1000 Alderman Drive, Alpharetta, Georgia 30005. The City and the Vendor are referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective as of March 1, 2022 (the “Effective Date”). 1. Scope of Work: Vendor agrees to provide City with online citizen reporting system called LexisNexis® Desk Officer Reporting System (“DORS”)systemasfurther describedinExhibit A , which is attached and incorporated herein and may hereinafter be referred to as the “Work.” Vendor shall provide the Work consistent with the requirements of the Law Enforcement Agreement as set forth in Exhibit A. 2. Changes in Scope of Work: The City, without invalidating this Agreement, may order changes to the Work consisting of additions, deletions or modifications. Any such changes to the Work shall be ordered by the City in writing, and the Compensation shall be mutually agreed by the Parties. 3.Time of Performance: Vendor shall commence performance of the Agreement within 10 days of the Agreement’s execution. 4. Compensation: A. Amount. The amount of the Recurring Costs shall be $7,534.80, plus any applicable state and local sales taxes, for the period starting twenty-four (24) monthsfrom the Effective Date. Recurring Costs are to be billed every twelve (12) months and are not to exceed an increase of 5% year over year unless otherwise agreed by both Parties. Costs shall be paid based upon amounts specified in Order No. 1, Section 5. Except as specifically provided herein, the Vendor shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement.           CAG-23-080 PAGE 2 OF 24 B. Method of Payment. On an annual basis during any year in which Work is performed, the Vendor shall submit an invoice in a form specified by the City, including a description of what Work has been performed, The Vendor shall also submit a final bill upon completion of all Work. Payment shall be made by the City for Work performed within thirty (30) calendar days after receipt and approval by the appropriate City representative of the invoice. If the Vendor’s performance does not meet the requirements of this Agreement, the Vendor will correct or modify its performance to comply with the Agreement. The City may withhold payment for work that does not meet the requirements of this Agreement. C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Vendor for failure of the Vendor to perform the Work or for any breach of this Agreement by the Vendor. D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. Termination: A. Either Party reserves the right to terminate this Agreement at any time, with or without cause by giving 30 (30) calendar days’ notice to the other Party in writing. In the event of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Vendor pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. B. In the event this Agreement is terminated by the City, the Vendor shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated by the City after partial performance of Work for which the agreed compensation isa fixed fee, the City shall pay the Vendor an equitable share of the fixed fee. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Vendor. No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City.           PAGE 3 OF 24 C. Return of Information. Upon the written request of City, Vendor shall return any of the City’s Information in a usable format agreed to by the City at no additional cost to the City. Vendor may retain a copy of City’s information for applicable legal and/or audit purposes. 6. Warranties and Right to Use Work Product: Vendor represents and warrants that Vendor will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards and laws. Vendor further represents and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Vendor and free from any intellectual property encumbrance which would restrict the City from using the work product. Upon execution of an applicable Order, Vendor grants to the Agency a non-exclusive, restricted, limited and 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 as listed in Exhibit A, Section 2.1.. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Record Maintenance: The Vendor shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Vendor agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 8. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Vendor shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Vendor believes said records need to be protected from disclosure, it may, at Vendor’s own expense, seek judicial protection. Vendor shall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which Vendor has responsive records which are not duplicative of records in City’s possession and for which Vendor has withheld records or information contained therein, or not provided them to the City in a timely manner. Vendor shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement.           PAGE 4 OF 24 9. Independent Contractor Relationship: A. The Vendor is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Vendorand the City during the period of the Work shall be that of an independent contractor, not employee. The Vendor, not the City, shall have the power to control and direct the details, manner or means of Work. Specifically, but not by means of limitation, the Vendor shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Vendor shall retain the right to designate the means of performing the Work covered by this agreement, and the Vendorshall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Vendor is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Vendor or any employee of the Vendor. C. If the Vendor is a sole proprietorship or if this Agreement is with an individual, the Vendor agrees to notify the City and complete any required form if the Vendor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Vendor’s failure to do so. 10. Hold Harmless: The Vendor agrees to release, indemnify, defend, and hold harmless the City , its elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the Vendor in its performance of this Agreement or a breach of this Agreement by Vendor, except for that portion of the claims caused by the City’s sole negligence. Vendor’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 twenty-five thousand dollars ($25,000) in the aggregate (excluding pass through or out of pocket expenses). This limitation of liability will not apply to any claims, actions, damages, liabilities, or fines relating to or arising from Vendor’s gross negligence or willful misconduct. In no event shall Vendor be liable for any indirect, special, incidental, or           PAGE 5 OF 24 consequential damages in connection with this Agreement or the performance or failure to perform hereunder, even if advised of the possibility of such damages. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate…) then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Vendorand the City, its officers, officials, employees and volunteers, Vendor’s liability shall be only to the extent of Vendor’s negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Vendor’s waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City’s Code of Ethics and state law, the Vendor shall not give a gift of any kind to City employees or officials. Vendor also confirms that Vendor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Vendor, negotiating or administering this Agreement, or evaluating the Vendor’s performance of the Work. 12. City of Renton Business License: Unless exempted by the Renton Municipal Code, Vendor shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: https://www.rentonwa.gov/Tax Information regarding State business licensing requirements can be found at: https://dor.wa.gov/doing-business/register-my-business 13. Insurance: Vendor shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement.           PAGE 6 OF 24 B. Workers’ Compensation Coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. C. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Vendor’s vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes. D. In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability/Errors and Omissions coverage shall be provided with minimum limits of $2,000,000 per claim. “Professional Services”, for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care. Such Professional Liability shall include Cyber Liability Coverage that shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, coverage, including defense, for the following losses or services: claims involving infringement of intellectual property, infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security, coverage for unauthorized access and use, failure of security, breach of confidential information, or privacy perils. The policy shall provide coverage for breach response costs, to include but not limited to crisis management services, credit monitoring, public relations, legal service advice, notification of affected parties, independent information security forensics firm, and costs to re-secure, re-create and restore data or systems as well as regulatory fines and penalties with limits sufficient to respond to these obligations. E. Vendor shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City’s insurance policies shall not be a source for payment of any Vendor liability, nor shall the maintenance of any insurance required by this Agreementbe construed to limit the liability of Vendorto the coverage provided by such insurance or otherwise limit the City’s recourse to any remedy available at law or in equity. Additional Insured requirements do not apply to Cyber Liability nor Professional Liability insurance, if applicable. F. Subject to the City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. G. Vendor shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice.           PAGE 7 OF 24 14. Safeguarding of Personal Information; Intellectual Property: A. Personal Information: Vendor shall not use or disclose Personal Information, as defined in chapter 19.255 RCW, in any manner that would constitute a violation of federal law or applicable provisions of Washington State law. Vendoragrees to comply with all federal and state laws and regulations, as currently enacted or revised, regarding data security and electronic data interchange of Personal Information. Vendor shall ensure its directors, officers, employees, subcontractors or agents use Personal Information solely for the purposes of accomplishing the services set forth in the Agreement. Vendor shall protect Personal Information collected, used, or acquired in connection with the Agreement, against unauthorized use, disclosure, modification or loss. Vendor and its sub-Vendors agree not to release, divulge, publish, transfer, sell or otherwise make Personal Information known to unauthorized persons without the express written consent of City or as otherwise authorized by law. Vendoragrees to implement physical, electronic, and managerial policies, procedures, and safeguards to prevent unauthorized access, use, or disclosure of Personal Information. Vendor shall make the Personal Information available to amend as directed by City and incorporate any amendments into all the copies maintained by the Vendor or its subcontractors. Vendor shall certify its return or destruction upon expiration or termination of the Agreement and the Vendor shall retain no copies 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 Vendor. If Vendor and City mutually determine that return or destruction is not feasible, the Vendorshall not use the Personal Information in a manner other than those permitted or authorized by state and federal laws. Vendorshall notify Citypromptlyin writing upon becoming aware of any unauthorized access, use or disclosure of Personal Information. Vendor shall take necessary steps to mitigate the harmful effects of such use or disclosure. Vendor is financially responsible for notification of any unauthorized access, use or disclosure where such unauthorized access, use or disclosure occurred while in Vendor’s possession. The details of the notification must be reviewed by City.           PAGE 8 OF 24 Any breach of this clause may result in termination of the Agreement and the demand for return of all Personal Information. B. Intellectual Property: Each Party retains all right, title, and interest under applicable contractual, copyright and related laws to their respective Information, including the right to use such information for all purposes permissible by applicable laws, rules, and regulations. Vendor 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 City shall use such information consistent with such right, title and interest and notify Vendor of any threatened or actual infringement thereof. City shall not remove or obscure any copyright or other notices from the Services or materials provided hereunder. 15. Delays: Vendor is not responsible for delays caused by factors beyond the Vendor’s reasonable control. When such delays beyond the Vendor’s reasonable control occur, the City agrees the Vendoris not responsible for damages, nor shall the Vendor be deemed to be in default of the Agreement. 16. Successors and Assigns: Neither the City northe Vendorshall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 17. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested by nationally recognized overnight courier service. Time period for notices 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. Email and telephone may be used for purposes of administering the Agreement but should not be used to give any formal notice required by the Agreement. CITY OF RENTON David Lemenager / Application Support Manager 1055 South Grady Way Renton, WA 98057 VENDOR Legal Department 1000 Alderman Drive Alpharetta, Georgia 30005 Email: legal@lexisnexisrisk.com           PAGE 9 OF 24 Phone: (425) 430-6882 Email: dlemenager@rentonwa.gov Email: cityclerk@rentonwa.gov 18. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Vendor agrees as follows: A. Vendor, and Vendor’s agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. B. The Vendor will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If the Vendor fails to comply with any of this Agreement’s non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreementin whole or in part. D. The Vendor is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 19. Miscellaneous:The parties hereby acknowledge: A. The City is not responsible to train or provide training for Vendor. B. Vendorwill not be reimbursed for job related expensesexcept to the extent specifically agreed within the attached exhibits.           PAGE 10 OF 24 C. Vendor shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. D. In the event special training, licensing, or certification is required for Vendorto provide Work he/she will acquire or maintain such at his/her own expense and, if Vendor employs, sub-contracts, or otherwise assigns the responsibility to perform the Work, said employee/sub-contractor/assignee will acquire and or maintain such training, licensing, or certification. E. This is a non-exclusive agreement and Vendor is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. F. Vendor is responsible for his/her own insurance, including, but not limited to health insurance. G. Vendoris responsible for his/her own Worker’s Compensation coverage as well as that for any persons employed by the Vendor. 20. Other Provisions: A. Approval Authority. Each individual executing this Agreementon behalf of the Cityand Vendor represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Vendor. B. General Administration and Management. The City’s project manager is David Lemenager / Application Support Manager / dlemenager@rentonwa.gov. In providing Work, Vendor shall coordinate with the City’s contract manager or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Vendor proposals and this Agreement, the terms of this Agreementshall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Vendor prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of           PAGE 11 OF 24 Renton. Vendor and all of the Vendor’s employees shall perform the Work in accordance with all applicable federal, state, county and city laws, codes and ordinances. F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor, or the federal courts serving King County, Washington. Vendor hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Vendor is a foreign corporation not registered with the State of Washington. H. Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Work is essential to the Vendor’s performance of this Agreement. K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement.           PAGE 12 OF 24 M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Vendor from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. N. Counterparts. The Parties may execute this Agreementin any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON By:_____________________________ VENDOR By:____________________________ Kristi Rowland Deputy Chief Administrative Officer William S. Madison Executive Vice President _____________________________ Date _____________________________ Date Approved as to Legal Form By: __________________________ Shane Moloney City Attorney IT-Contract Template 6/17/2021 Clb 02-24-23 2056 NS               (approved by Cheryl Beyer via email on 3/2/2023) PAGE 13 OF 24 EXHIBIT A - LAW ENFORCEMENT AGREEMENT 1. SCOPE. Vendor 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 Vendor 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 Vendor 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 Vendor 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, Vendor 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 Vendor’s prior written approval; and (b)Agency shall not use the Services to create a competing product, provide data processing services to third parties, resell, or broker the Services to any third-party, or otherwise use the Services for any personal (non-law enforcement) purposes; and (c)Agency’s use of the Services hereunder will not knowingly violate any agreements to which Agency is bound; and (d)Agency shall not harvest, post, transmit, copy, modify, create derivative works from, tamper, distribute the Services, or in any way circumvent the navigational structure of the Services, including to upload or transmit any computer viruses, Trojan Horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of Services; and (e)Agency may not use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights or otherwise infringe on the rights of others; and (f)Agency shall not reveal any user accounts or passwords for the Services to any third parties (third parties shall not include Agency’s employees who have a need to know such information); and (g)Agency shall not permit any third party (third parties shall not include Agency’s employees who have a need to know such information) to view or use the Services, even if such third party is under contract to provide services to Agency; and (h)Agency shall comply with all laws, regulations, and rules which govern the use of the Services.           PAGE 14 OF 24 2.2.Other Restrictions. In addition Vendor 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 Vendor 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 Vendor. Upon written notification by Vendor of such restrictions, Agency agrees to comply with such restrictions or, in the event that Agency is unable to comply, it shall notify Vendor in writing of its inability to comply within ten (10) days after receipt of Vendor’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. Vendor shall be Agency’s designated preferred Vendorof 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 Vendor 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), Vendor may, at its sole option, take immediate action up to and including, without further obligation or liability of any kind, suspending Agency’s account and the license to use the Services. 3. SUPPORT AND MAINTENANCE. 3.1.Ongoing Maintenance. Vendor 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 Vendor assistance beyond standard Maintenance will be billed at Vendor’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, Vendorshall update or modify the Services or particular form consistent with such new regulation within a reasonable time. 3.2.Support Services. Vendor will provide ongoing support services for problems, queries or requests for assistance (“Support”) provided that all requests for Support must be made to Vendor Monday through Friday from 8:00 AM ET to 8:00 PM ET at 1-888-949-3835. Vendor 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 Vendor 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 Vendor’s efforts to reproduce the problem (as applicable). Vendor will work to resolve problem with reasonable promptness for issues that are application or Services related (Vendor is not responsible for resolving issues caused by Agency hardware). The Agency agrees to provide Vendor 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, Vendor will attempt to identify a work around. Upon resolution of any issue, Vendor shall notify the Agency of such resolution via email. The Parties agree that Vendor 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 Vendor to provide on-site routine non- emergency support, Vendorshall 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 Vendor shall only be invoiced by Vendor or paid by Agency if the problem           PAGE 15 OF 24 arose due to something other than a defect in the Services. The Agency shall reimburse Vendor at the rate of two thousand five hundred ($2,500.00) dollars per day for each Vendor employee who provides any on- site support, and such fees will not include any reimbursement for Vendor travel time or travel expenses. 4. FEES. 4.1.Fees due to Vendor. Any fees due to Vendor for Services hereunder shall be specified in an Order (“Fees”). For any Order where Fees are specified, Vendor 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. Vendor may increase or decrease the Fee following the Initial Term (as defined in an applicable Order) by providing Agency no less than sixty (60) days written notice prior to the effective date of such pricing change. 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 Vendor at Agency’s request or to enable Vendor to intake Agency Data, such cost shall not be borne by Vendor. 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 Vendorin 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 Vendor 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.. The Parties agree to use best efforts to resolve all Disputes promptly and in good faith. 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. Vendor shall not be required to enter into a third-party relationship to obtain payment for the Service provided to Agency; however, should Vendor elect to do so, Vendor reserves the right to charge Agency additional fees for such accommodation. 4.2.Fees retained by Vendor. Where permitted by law, Vendor will charge a convenience fee for each Report provided to an Authorized Requestor (“Convenience Fee”) which shall be retained by Vendor. The Convenience Fee shall be established by Vendorat its discretion, but in no event shall it exceed the amount Vendor may legally charge an Authorized Requestor. Notwithstanding the above this Section will not apply to DORS Order No. 1. 5. DISTRIBUTION. 5.1. Contribution section intentionally omitted 5.2.For Services that contemplate the sale of Reports, as more specifically described in an Order, Vendor 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 Vendor. Nothing in this Agreement shall prohibit Vendor’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 Vendor. Nothing in this Agreement shall prohibit Affiliates from acquiring Reports from a source other than the ecommerce portal set forth in the Order.           PAGE 16 OF 24 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. See Agreement for LexisNexis Coplogic Solutions, Section 5. 6.3.Effect of Termination. See Agreement for LexisNexis Coplogic Solutions, Section 5C. 7. RELEVANT LAWS. Each Party shall comply with all applicable federal, state, and local laws and regulations related to its performance hereunder, including: 7.1.Fair Credit 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. 7.2.Protected Health Information. Unless otherwise contemplated by an applicable Business Associate Agreement executed by the Parties, Agency will not provide Vendorwith 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 aseparate agreement between the Parties. 7.3.Social Security Numbers. Social Security Numbers may be available hereunder as part of Reports and/or related data provided from certain states. However, Agency shall not provide Social Security Numbers to Vendorunder any circumstances under this Agreement. Should Agency require more information on Social Security Numbers or its obligations in relation thereto, Agency should contact Vendor Agency Service at 1- 866-215-2771 for assistance. 7.4.Privacy Principles. Agency shall comply with the “Vendor Data Privacy Principles” available at http://www.lexisnexis.com/privacy/data-privacy-principles.aspx, as updated from time to time. Vendor shall notify Agency in writing in the event that material changes are made to the Vendor Data Privacy Principles. 7.5.Security. Agency agrees to protect against the misuse and/or unauthorized access of the Services provided to Agency in accordance with this Agreement and as set forth in Exhibit B, 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 that is: (1) clearly identified in writing as confidential; and/or (2) the non- publicly accessible webpages of the Services, but only including the webpages as developed by Provider and in no way including any content obtained from a citizen, the Agency or any party other than the Provider, and may , including, without limitation, , 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           PAGE 17 OF 24 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. See Agreement for LexisNexis Coplogic Solutions, Section 14B. 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. See Agreement for LexisNexis Coplogic Solutions, Section 14 A. 8.7.Notwithstanding the above, to the extent that Vendor discloses its Confidential Information to Agency, Vendor acknowledges that Agency is subject to the Public Records Act RCW 42.56 (the “Public Records Act”). Vendor understands that the public shall have access to public records, unless the records are exempt and/or confidential under applicable law. The Parties agree this agreement and any invoices and reports generated by the program application are public records and may be disclosed. Prior to disclosure of other Vendor Records requested under the Public Records Act, Agencyshall give Vendorprompt written notice of such request. Vendor shall have ten (10) days from the date of receipt of such notice to file for a court order to prevent or limit disclosure. The Vendor must name both the requestor and the City in such filing. 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 Vendor to timely respond to the notice provided by Agency may result in the disclosure. 9. VENDOR 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, Vendor’s obligations under its contracts with its data Vendors, and Vendor’s internal policies, Vendor may conduct periodic reviews of Agency’s use of the Services and may, upon           PAGE 18 OF 24 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 Vendor 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. INTENTIONALLY LEFT BLANK. 11. LIMITATION OF WARRANTY. FOR PURPOSES OF THIS SECTION, “VENDOR” INCLUDES VENDOR AND ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AND DATA VENDORS. THE SERVICES PROVIDED BY VENDOR 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. SEE AGREEMENT FOR LEXISNEXIS COPLOGIC SOLUTION, SECTION 10. 13. LIMITATION OF LIABILITY. To the extent permitted by applicable law, Vendor’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, in the aggregate, twenty-five thousand ($25,000) (excluding pass through or out of pocket expenses). This limitation of liability will not apply to any claims, actions, damages, liabilities, or fines relating to or arising from Vendor’s gross negligence or willful misconduct. In no event shall Vendor be liable for any indirect, special, incidental, or consequential damages in connection with this Agreement or the performance or failure to perform hereunder, even if advised of the possibility of such damages. 14. FORCE MAJEURE. Neither Party will be liable for any delay or failure to perform its obligations hereunder due to causes beyond its reasonable control, including but not limited to natural disaster, pandemic, casualty, act of God or public enemy, riot, terrorism, or governmental act; provided, however, that such Party will not have contributed in any way to such event. If the delay or failure continues beyond thirty (30) calendar days, either Party may terminate this Agreement or any impacted Order with no further liability, except that Agency will be obligated to pay Vendor for the Services provided under this Agreement prior to the effective date of such termination. 15. NOTICES. SEE AGREEMENT FOR LEXISNEXIS COPLOGIC SOLUTION, SECTION 17. MISCELLANEOUS. 15.1.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 Vendor. Affiliates shall not be bound by the terms and conditions of this Agreement with respect to the provision           PAGE 19 OF 24 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. 15.2.Independent Contractor/No Agency. See Agreement for LexisNexis Coplogic Solution, Section 9. 15.3.Assignment. Neither Party shall assign this Agreement in whole or in part without the prior written notification to 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. 15.4.Headings, Interpretation, and Severability. See Agreement for LexisNexis Coplogic Solution, Section 20 paragraph H. 15.5.Survival. Sections 2-4, 7-11, and 15of Exhibit Aand Sections 7,8 and10 of the LexisNexis Coplogic Solutions Agreement shall survive the termination or rescission of this Agreement. 15.6.Vendor Shared Facilities. Vendor 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 Vendor and subject to all Vendor policies that govern data access, protection and transport in the United States. 15.7.Governing Law. See Agreement for LexisNexis Coplogic Solution Section 20E.           PAGE 20 OF 24 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 Vendor 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 Vendor across any national borders outside the United States without the prior written consent of Vendor. 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 within twenty-four (24) hours if practicable, but in all cases promptly 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 (b)promptly investigate the situation; and (c)obtain written consent from Vendor, not to be unreasonably withheld, prior to disclosing Vendor or the Services to any third party in connection with the Agency Security Event; and (d)if required by law, or in Vendor’ 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 Vendor for review and approval prior to distribution.           PAGE 21 OF 24 In the event of an Agency Security Event, Vendor may, in its sole discretion, take immediate action, including suspension of Agency’s account, without further obligation or liability of any kind.           PAGE 22 OF 24 Exhibit A Order No. 1 LexisNexis® Desk Officer Reporting System (DORS) This Order No. 1(“Order”) is entered into this 1st day of March, 2023 (“Order Effective Date”) between City of Renton("Agency") and LexisNexis Coplogic Solutions Inc. ("Vendor") and subject to the terms and conditions of theLexisNexis Coplogic Solutions Agreement effective March 1, 2023 (“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 there is conflict regarding the services, fees and pricing 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.Vendor, 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. Vendor 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 Exhibit A, 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. Vendor 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. Vendor shall provide Report distribution services as set forth in in Section 5 of the Agreement Exhibit A, 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 Vendor 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 Vendor’s servers for the Services; d)Provide Vendor with the schema for the desired file format and/or database schema; e)Enable Vendor read /write access and test environment with current configuration f)Enable Vendor VPN access to the exporter, RMS application(s), and other information required for report bridge installation;           PAGE 23 OF 24 g)Provide timely responses to Vendor’s questions, which may arise during the setup and configuration process. Vendor Responsibilities. a)Coordinate with Agency to establish schedule for deployment within the DORS implementation schedule tab. b)Register Agency within Vendor’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 Vendor has delivered listed materials. 3.3. Configuration. Agency Responsibilities. a)Coordinate with Vendor 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 Vendor, document any problems, and collaborate with Vendor on a plan for corrective action(s). e)Provide necessary files for RMS integration. Vendor 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 Vendor’s web server and reports can be filed and interfaced into the RMS (optional). 3.4. Support and Maintenance. Vendor will provide Support and Maintenance Services in accordance with the terms and conditions set forth in Section 3 of the Agreement Exhibit A. 3.5.Pursuant to Section 2.1 of the Agreement Exhibit A, Agency agrees that it shall not use the Services for marketing or commercial solicitation purposes.           PAGE 24 OF 24 3.6.As provided by Section 7.1 of the Agreement Exhibit A, Agency acknowledges that certain Services provided under this Order may include the provision of certain personal information data obtained from the state Department of Motor Vehicles (“DMV Data”) and that such DMV Data may be governed by the Federal Driver’s Privacy Protection Act, (18 U.S.C. § 2721 et seq.) and related state laws (collectively, the “DPPA”), and that Agency is required to comply with the DPPA, as applicable. Agency certifies it has a permissible use under the DPPA to use and/or obtain such information and Agency further certifies it will use such information obtained from Services only for the permissible purpose selected below or for the purpose indicated by Agency electronically while using the Services, which purpose will apply to searches performed during such electronic session: Please check one below (required): 1. No permissible use. X 2. Use by a government agency, but only in carrying out its functions. 4. TERM AND TERMINATION. [See Agreement Sections 4 and 5] 5. FEES AND PRICE ADJUSTMENTS. The Fees for the Services shall be subject to the terms set forth in Section 4 of Agreement Exhibit A. Vendor shall not be permitted to distribute or sell Reports received pursuant to this Order. 5.1.Agency shall pay an annual license Fee for the Services which includes Support and Maintenance Services in the following amounts: Period Annual Fee 3/1/23 – 2/29/24 Seven Thousand One Hundred Seventy-Six Dollars and 00/100 ($7,176.00) The Annual Fee for the period 3/1/22 – 2/28/23 shall be paid by the Agency. For any subsequent years, the Annual Fee shall be invoiced by Vendor according to the Agreement and due prior to March 1st of each year.