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HomeMy WebLinkAboutLEXIS NEXIS 6 -2013LexisNexis, a.StpDcz? N-2013-020 Page 1 of 5 POLICE AGENCY INFORMATION AGREEMENT R5cc? LexisNexis eCrash (Electronic Police Record Portal Services) M. y oc' Sb N Effective Date of Agreement: t 1) ("Effective Date") Agency: SANTA ANA OLIC DEPARTMENT ("Agency") Agency Address: 60 Civic Center Plaza, Sana Ana, CA 92701-4060 Agency Jurisdiction: N/A Service Provider: LexisNexis Claims Solutions Inc. ("LexisNexis" and "LN" herein) Service Provider Address: 1000 Alderman Drive, Alpharetta, Georgia 30005 Collectively the Agency and Service Provider may be referred to as the "Parties." The Parties agree as follows: Services: LN agrees to provide some or all of the following services to Agency (as selected by Agency), with each Party agreeing that the provision and receipt of the Services shall be governed by the terms and conditions of this document and Exhibit A ("Terms and Conditions to Police Agency Information Agreement"), attached to this Agency Information Agreement (together, the "Agreement"). LN will: ? Dispatch LN personnel on-site at Agency's location to access, copy, scan or use such other process as mutually agreed, to duplicate Agency's crash reports ("Reports")-both historically and prospectively for retention and use by LN as permitted hereunder ® Establish a communication protocol to electronically or manually transfer Reports in a timely manner to LN for processing ® Store and update, or otherwise maintain as appropriate, both the electronic image of the Reports and the standardized data produced from each Report ® Process each on-line request from Agency law enforcement personnel (or Agency-authorized personnel on behalf of Agency) as required and return an electronic image of the requested crash report, subject to: (i) Exhibit A, attached to this Agency Information Agreement; and (ii) availability of the requested crash report in the LN database repository of Reports ® Upon request and validation of a non-Agency individual's permissible purpose for its request, provide an electronic version of the Report and/or specific data extracted from the Report, subject to the fee structure set forth herein; ® Install on Agency's equipment (mobile data terminals, laptops, or other application-compatible mobile computing devices), the third party-provided Electronic Capture Application ("ECA"). ® Other Services: LexisNexis will provide a daily export of collision data from reports generated from the eCrash application to Crossroads Software, Inc. (at no cost to Agency) for Crossroads' input into Agency's Crossroads-provided analytical software application. In the event that Agency uses Crossroads or another provider other than eCrash ("third party provider") to capture traffic collision reports and data, but utilizes eCrash's eCommerce functionality to fulfill requests for copies of Crash Reports, Agency agrees that Crossroads or such other third party provider is permitted to make available to the LexisNexis eCrash application via data/PDF exchange, all of Agency's approved collision reports for eCrash online dissemination pursuant to this Agreement, including to authorized requestors. Fees: 1. There will be no cost or fee to Agency to implement the defined Services as set forth above. 2. Fee Payable from LN to Agency: 20.00 delivered to requesting party (excluding electronic versions of crash reports provided free of charge to a requesting Agency) 3. Maximum LN Convenience Fees` charged to permitted non-Agency requesting parties: a. $10.00 /Report delivered to a party to a crash b. $10.00 /Report delivered to other (non-Agency) requesting party c. 0.00 / Report delivered to Agency requesting party (no charge for reports delivered to Agency) 4. Other Fees (if any): LN Convenience Fees are in addition to the amount passed on to the Agency ("Agency Fees"). A -01 2 OA00 Confidential eCrash Police Agency Information Agreement LB 2 7 2013 (Q4.12.V4) Page 2 of 5 Distribution Restrictions: Except as expressly restricted under this Agreement, LN may distribute the Reports and/or data contained therein to any individual or legal entity requesting the Report with proper permissible purpose (including distribution to certain recipients for use in their respective vehicle history reports). IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council '- CITY OF S TA Kev O'Rourke Interim City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City A rney ay: L LAURA A. ROSSINI Assistant City Attorney LexisNexis Claims Solutions, INC. !-?N- (Name) 1 tarn S Madi Title) CEO Insurance Data SoWeea RECOMMENDED.FOR APPROVAL: Carlos Rojas Acting Chief of Police Confidential eCrash Police Agency Information Agreement LB 2 7 2013 (Q4.12.V4) Page 3 of 5 Exhibit A - Terms and Conditions to Police Agency Information Aqreement In addition to the Services that LN will provide to Agency pursuant to the Police Agency Information Agreement ("Agreement") with an Effective Date of a? - // - /J1 , Agency wishes to order electronic copies of crash reports ("Reports") from LN, within legal parameters, that Agency (or other agencies or entities) has/have furnished to LN, and LN wishes to furnish such Reports to Agency (such furnishing of Reports being included is the "LN Services"). Therefore, the Parties agree as follows: 1. Term. This Agreement shall commence on the Effective Date and shall continue in force for twelve (12) months ('Initial Term") unless earlier terminated as a result of the Agency's dissatisfaction with the initial testing and evaluation period (such termination notice required prior to December 31, 2012). Thereafter, the Agreement shall automatically renew for subsequent twelve (12) month periods (each a "Renewal Term"), unless either Party provides the other with written notice of its intent not to renew at least sixty (60) days prior to the expiration of the then current Term. 2. Termination. Either Party may terminate this Agreement 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. Without limitation to the provisions of Section 1 (Term"), Either Parry may terminate this Agreement without cause by providing the other party with one hundred twenty (120) days' prior written notice. 3. Effect of Termination. The Parties anticipate that no amounts will be due and payable hereunder by Agency to LexisNexis. However, in the event that additional services are subsequently added under this Agreement which services are subject to fees payable by Agency to LexisNexis, then the following provision shall also apply to such fees pursuant to this Agreement. Upon termination or expiration of this Agreement, each Parry 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. may Upon receipt of Agency's written request, LN shall provide to Agency, access to those police reports provided to LN by Agency with the understanding that Agency may download and/or copy such police reports. LN shall not be obligated to delete from its databases (or from other storage media) and/or return such police reports to Agency and shall be permitted to continue to maintain and distribute the police reports already in its possession under this Agreement in compliance with applicable laws and regulations. 4. Limited Usaae Riahts/Restrictions LN hereby grants to Agency, limited rights to use the LN Services solely for Agency's performance of its legal and permitted obligations. Agency represents and warrants that all of Agency's use of the LN Services shall be for only its legitimate legal and permitted obligations. Agency further warrants and represents that it will comply with all applicable state, federal, and international laws, statutes, ordinances and regulations regarding Agency's use of the LN Services, including: (i) compliance with state-specific restrictions in regard to its access and use of Crash Reports and/or police records; and (ii) compliance with permitted rights to obtain and use any information contained in the LN Services that is "personal information," as defined in the Drivers Privacy Protection Act, (18 U.S.C. § 2721 et seq.) and related state laws (collectively, the "DPPA"), and is regulated by the DPPA ("DPPA Data"). Agency acknowledges and agrees that it may be required to certify its permissible use of DPPA Data at the time it requests information in connection with certain LN Services and will recertify upon request by LN. Social Security Numbers may be available hereunder as part of Crash Reports and/or related data provided from certain states (five (5) such states as of this writing include Social Security Numbers as part of their data). However, Agency acknowledges that, under the Agreement (including this Exhibit), LN will not provide Social Security Numbers to Agency, and, should Agency require Social Security Numbers in connection with its legal and permitted use of LN Services hereunder, Agency should contact LN Agency Service at 1-866-215- 2771 for assistance. The LN Services provided pursuant to the Agreement (including this Exhibit) 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 LN Services to determine, in whole or in part an individual's eligibility for any of the following products, services or transactions: (1) credit or insurance to be used primarily for personal, family or household purposes; (2) employment purposes; (3) a license or other benefit granted by a government agency; or (4) any other product, service or transaction in connection with which a consumer report may be used under the FCRA or any similar state statute, including without limitation apartment rental, check-cashing, or the opening of a deposit or transaction account. Use of the LN Services by Agency for any other purpose, including use for commercial solicitation purpose, is strictly prohibited. In addition, Agency shall not: (i) use the LN Services for marketing purposes or resell or broker the LN Services to any third party; (ii) use the LN Services for personal (non-business) purposes or for marketing purposes; (iii) use the LN Services to provide data processing services to third parties or evaluate data of or for third parties; (iv) use the LN Services to create a competing product; (v) create a direct link from another web site to the LN web site through which LN Services are accessed (the "Site"); (vi) harvest, post, transmit, copy, modify, create derivative works from, or distribute anything obtained or downloaded by Agency from the Site; (vii) upload or transmit through the Site any computer viruses, Trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of the Site or its end- users; (viii) use any "robot", "spider"or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process to access, acquire, copy, scrape, or monitor any portion of the Site, or in any way reproduce or circumvent the navigational structure or presentation of the Site, to obtain or attempt to obtain any materials or information through any means not purposefully made available through the Site; (ix) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any person's authorized use of this Site; (x) attempt to gain unauthorized access to any portions of this Site, other accounts, computer systems or networks connected to any of LN's equipment and/or servers through hacking, password mining or other means; (xi) access the LN Services from Internet Protocol addresses located outside of the United States and its territories without LN's prior written approval; or (xii) obtain or attempt to obtain, materials or information through any means not intentionally made available through this Site (collectively, "Agency's Use Restrictions"). Agency's unauthorized modification, tampering or change of any information, or any interference with the availability of or access to the Site is strictly prohibited and may result in penalties or criminal charges. By receipt of the LN Services, Agency agrees to, and shall comply with, changes to the usage rights granted hereunder, and changes to other provisions of this Exhibit A as LN shall make from time to time by notice to Agency via written notification. LN may, at any time, impose restrictions and/or prohibitions on the Agency's use of the LN Services or certain data that may be the result of a modification in LN policy, a modification of third-party agreements, a modification in industry standards, a Security Event or a change in law or regulation, or the interpretation thereof. Upon written notification by LN of such restrictions, Agency agrees to comply with such restrictions. 5. No Intent to Grant a Change in Ownership. Other than as provided under this Agreement, neither Party grants to the other Party any additional rights hereunder. Nothing herein shall operate to grant any change or transfer in ownership rights related to a Party's property, data or Confidential eCrash Police Agency Information Agreement LB 2 7 2013 (Q4.12. V4) Page 4 of 5 Intellectual Property. This Agreement shall impose no restrictions or changes to Agency's normal operation and use of such police reports, except that LN shall be Agency's designated preferred provider of such Services as are mutually agreed to and defined hereunder, related to the handling of Agency's police reports. 6. LN Ownershio. LN retains ownership and all Intellectual Property rights in its eCrash program, including but not necessarily limited to: the systems, applications, data schemas, coding processes, data transfer routines, and aggregation routines used to obtain, key, store, reduce to template format, reproduce, make available via web access, and provide to requestors, Agency's police reports and data keyed therefrom ("LexisNexis® eCrash", or "eCrash"). Further, LN retains ownership and all rights in the software and documentation related to the foregoing, as well as the architecture, processes, methods, the data contributed by LN and/or its suppliers for eCrash, and any residuals (technical information, ideas, concepts, and techniques or know-how in an intangible form retained by LN personnel who develop, install or implement eCrash) shall vest exclusively in LN. 7. Confidential Information. Confidential information includes all information relating to the disclosing party's business, including, without limitation, technical, business, financial, customer and product information, product development plans, forecasts, strategies and related information, computer programs, source code, technical drawings, algorithms, know-how, processes, ideas, inventions (whether patentable or not), schematics and other information (whether written or oral), to the extent disclosed to the receiving party ("Confidential Information"). "Confidential Information" does not include Reports. Each Party and its Agents shall protect the security, integrity and confidentiality of Confidential Information and shall not permit unauthorized access to, or unauthorized use, disclosure, publication or dissemination of such Confidential Information. Each Party agrees to hold the Confidential Information of the other Party in strict confidence and to take all reasonable precautions to protect such Confidential Information, to the same degree it uses such precautions to protect its own Confidential Information. The obligations in this Section with regard to Confidential Information that is not a trade secret under applicable law or personal information shall continue in effect for the Term and for a period of three (3) years after the expiration or termination of the Agreement. The obligations in this Section with regard to Confidential Information that is a trade secret under applicable law shall continue in effect for so long as such information constitutes a trade secret under applicable law. 8. Securitv Agency acknowledges that the information available through the LN Services may include personally identifiable information (including, but not limited to, social security numbers, driver's license numbers or dates of birth "PII"), and Agency will keep all such PH confidential and secure. Accordingly, Agency shall (a) restrict access to LN Services and reports obtained pursuant thereto to those employees who have a need to know as part of their official duties; (b) ensure that none of its employees shall obtain and/or use any information from the LN Services for personal reasons, or transfer any information received through the LN Services to any party except as permitted by law and pursuant to the Agreement (including this Exhibit); (c) keep all user identification numbers, and related passwords, or other security measures (collectively, "User IDs") confidential and prohibit the sharing of User IDs; (d) immediately deactivate the User ID of any employee who no longer has a need to know, or for terminated employees on or prior to the date of termination; (e) take all commercially reasonable measures to prevent unauthorized access to, or use of, the LN Services or data received therefrom, whether the same is in electronic form or hard copy, by any person or entity; (f) maintain and enforce data destruction procedures to protect the security and confidentiality of all information obtained through LN Services as it is being disposed; (g) be capable of receiving the LN Services where the same are provided utilizing "secure socket layer," or such other means of secure transmission as is deemed reasonable by LN; (h) not access and/or use the LN Services via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved by LN; and (i) take all steps to protect their networks and computer environments, or those used to access the LN Services, from compromise. 9. Security Event. Agency will implement policies and procedures to prevent unauthorized use of User IN and the LN Services and will immediately notify LN, in writing to: LexisNexis Privacy, Security and Compliance Organization at 1000 Alderman Drive, Alpharetta, Georgia 30005 and by email to security. investigations @lexisnexis com, and by phone at (1-888-872-5375), if Agency suspects, has reason to believe or confirms that a User ID or the LN Services (or data derived directly or indirectly therefrom) is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person, or for any purpose other than Agency's legitimate legal and permitted obligations, Agency shall be solely liable for all costs associated therewith and shall further reimburse LN for any expenses that LN incurs due to Agency's failure to prevent such impermissible use or access of User IN and/or the LN Services, or any actions required as a result thereof. Furthermore, in the event that the LN Services provided to the Agency include PII as herein defined, the following shall apply: Agency acknowledges that, upon unauthorized acquisition or access of or to such PII, including but not limited to that which is due to use by an unauthorized person or due to unauthorized use (a "Security Event"), Agency shall, in compliance with law and at its own expense, notify the individuals whose information was potentially accessed or acquired that a Security Event has occurred, and shall also notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required in LN's reasonable discretion. Agency agrees that such notification shall not reference LN or the product through which the data was provided, nor shall LN be otherwise identified or referenced in connection with the Security Event, without LN's express written consent. Agency shall be solely responsible for any other legal or regulatory obligations which may arise under applicable law in connection with such a Security Event and shall bear all costs associated with complying with legal and regulatory obligations in connection therewith. Agency shall remain solely liable for claims that may arise from a Security Event, including, but not limited to, costs for litigation (including attorneys fees), and reimbursement sought by individuals, including but not limited to, costs for credit monitoring or allegations of loss in connection with the Security Event, and to the extent that any claims are brought against LN, shall indemnify LN from such claims. Agency shall provide samples of all proposed materials to notify consumers and any third-parties, including regulatory entities, to LN for review and approval prior to distribution. 10. LexisNexis Options Agency agrees that, if LN determines or reasonably suspects that Agency is violating any of Agency's Use Restrictions, any provision of the Agreement (including this Exhibit), or any laws or regulations, LN may take immediate action up to and including, without limitation, terminating the delivery of, and the license to use, the LN Services. LN may at any time mask or cease to provide Agency access to any LN Services or portions thereof which LN may deem, in LN's sole discretion, to be sensitive or restricted information. In the event of a Security Event, LN may, in its sole discretion, take immediate action, including suspension or termination of Agency's account, without further obligation or liability of any kind. 11. Audit. Aoency understands and agrees that, in order to ensure Agency's compliance with this Exhibit and the Agreement, as well as with applicable laws, regulations and rules, LN's obligations under its contracts with its data providers, and LN's internal policies, LN may conduct periodic reviews of Agency's use of the LN Services and may, upon reasonable notice, audit Agency's records, processes and procedures related to Agency's use, storage and disposal of LN 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 Confidential eCrash Police Agency Information Agreement (Q4.I2.V3) Page 5 of 5 required. Violations discovered in any review and/or audit by LN will be subject to immediate action including, but not limited to, suspension or termination of the license to use the LN Services, legal action, and/or referral to federal or state regulatory agencies. 12. Representations and Warranties. Agency represents and warrants to LN that (i) Agency is legally authorized and fully empowered to enter into this Agreement and to bind Agency to all obligations and responsibilities hereunder, and (ii) Agency is fully authorized to disclose Agency police reports and related data to LN in accordance with this Agreement and grant LN the rights to provide the Services as described herein. In performing their respective obligations under this Agreement, each Party agrees to use any data and provide any services, in strict conformance with applicable laws and regulations, and further, to comply with all applicable binding orders of any court or regulatory entity. Each person signing this Agreement represents and warrants that he or she has the necessary authority to bind the Party named therein to this Agreement (including any Exhibits hereto). 13. Limitation of Warranty/Liability. Due to the nature of public record information, the public records and commercially available data sources used in LN Services may contain errors and are generally not free from defect, nor are they a comprehensive compilation of the data. FOR PURPOSE OF THIS SECTION, "LEXISNEXIS" INCLUDES LEXISNEXIS AND ITS AFFILIATED, SUBSIDIARY, AND PARENT COMPANIES. EXCEPT AS OTHERWISE SET FORTH HEREIN AND TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, LEXISNEXIS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LEXISNEXIS SOLUTIONS AND SERVICES PROVIDED HEREUNDER AND HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND OF NON-INFRIMNGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. The parties will not incur any liability to each other or to any other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Exhibit B (except for payment obligations) to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control, and without the negligence of, the Parties. This Exhibit B applies to any and all delivery methods used by LN to provide LN Services, including but not limited to: online, batch, XML, assisted searching, machine-to- machine searches, and any other means which may become available and which LN may utilize in performance of its obligations hereunder. IN NO EVENT SHALL LEXISNEXIS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LEXISNEXIS' ENTIRE LIABILITY SHALL NOT EXCEED $100.00 (ONE- HUNDRED DOLLARS). 14. Indemnification. 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"); or ii) the gross negligence or willful misconduct of the Indemnifying Parties during the term of this Agreement, provided that the Indemnified Parties notifies the Indemnifying Parties promptly of any claims or suits. 15. Fees. All fees chargeable and payments due hereunder shall be paid in U.S. dollars in accordance with the terms and conditions of this Agreement. Unless otherwise agreed to in writing, payment terms are net thirty (30) days from invoice date. The charges for all LN Services are exclusive of any state, local, or otherwise applicable sales, use, or similar taxes, and any such taxes applicable to Agency's use of the LN Services shall be charged to Agency's account. 16. Miscellaneous. A Party may not assign or subcontract its rights or obligations under this Agreement without the prior written consent of the other Party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, LN may assign its rights and obligations hereunder to a subsidiary or Affiliate of LN or to a successor who acquires the business and assets of LN, provided that entity agrees to be bound by the terms and conditions of this Agreement. Neither Party will, by the lapse of time or otherwise, and without giving written notice to the other, be deemed to have waived any of its rights under this Agreement. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement. All notices and demands required or permitted under this Agreement shall be in writing and shall be given (i) by actual delivery of the notice into the hands of the Parry entitled to receive it, (ii) by mailing such notice by registered or certified mail, return receipt requested, in which case the notice shall be deemed to be given upon signed receipt, (iii) by depositing such notice with any nationally recognized overnight carrier, in which case the notice shall be deemed to be given on the business day after it is so deposited, or (iv) by facsimile with confirmation of transmission and with a copy also sent by first class mail, in which case such notice shall be deemed to be given on the date of the facsimile confirmation. Either Parry may change the address or fax number at which it will receive notices by providing written notice to the other party. All notices to a Party shall be addressed to the other party at the address set forth on the first page of this Agreement. If any part of this Agreement is found to be illegal or unenforceable, then that part will be curtailed only to the extent necessary to make it, and the remainder of this Agreement, legal and enforceable. Notwithstanding any choice of laws provisions of the State of California, this Agreement, including any Exhibits, shall be deemed to have been executed in and governed by the State of California. Confidential eCrash Police Agency Information Agreement (Q4.12.V3)