Loading...
HomeMy WebLinkAboutExhibit 1 - 10/13/11LexisNexiss' Fixed Price Agreement for State/Local Government Pricing You ("Customer") have requested a subscription from LexisNexis, ("LN" or "LexisNexis") to the LexisNexis° online research services (the "Online Services") listed below. In addition to the terms set forth below, access to the Online Services shall be subject to the General Terms & Conditions for Use of the Online Services as the same are attached hereto as Exhibit A and the applicable Price Schedule (the "Subscription Agreement"). The Subscription Agreement shall be incorporated by reference into this Agreement. All use of LN Products and Services ordered herein must comply fully with this Agreement. 1 Commitment Term and Monthly Commitment. In exchange for access to the LN Products and Services set forth below, Customer will pay to LN the following amount (the "Monthly Commitment") during the periods set forth below. The term of this Agreement shall begin on the first date set forth below and shall end on the last date set forth in the chart below (the "Commitment Term"). CITY OF MIAMI (FLORIDA) BY: NAME: TITLE: DATE: ' CUSTOMER (AUTHORIZED CUSTOMER SIGNATURE) This Agreement is subject to acceptance by LN. Acceptance by LN shall be evidenced by the granting of access to the LN Products and Services set forth herein. [MUST BE COMPLETED BY CUSTOMER] NUMBER OF JUDGES: NUMBER OF ATTORNEYS: NUMBER OF GOVERNMENT PROFESSIONALS: Total number of above in Customer's agency as of signature date above. (see Section 5): Reference Number Initials Beginning Beginning Beginning Beginning Activation 10/1/11 10/1/12 10/1/13 Commitment Term To To To To 9/30/11 9/30/12 9/30/13 9/30/14 Monthly Commitment $0 $2,300 $2,370 $2,440 2 Preferred Services. Customer's subscription shall include the LN Products and Services indicated in the table below which shall be referred to collectively as the "Preferred Services": PREFERRED SERVICES 1. ONLINE SERVICES ONLINE SERVICES/MENU DESCRIPTION SOURCE/MENU NO. SHEPARDS (a) National Primary SB0000 Full (b) Florida Enhanced SBOEFL (c) City Atty Premium ZZYXRC (d) National news SBONX3 (e) FI Jur & FI Practice Guides ZZYWVL (f) Florida Forms FL004I (5) Florida CLE FL0026 (h) Florida MB All FL0025 National Law Review SB0078 S.E. Jury Verdicts ZZYXGO National BPM SLCTFL ALM Content ALMNWJ Core Public Records RK0001 ALR/AmJur ZZYWV 1 ND: USCM-CityofMiami FPA (9.6.11 ) ID# 4828-3311-3354 Revised by JNE 6Sept2011 ©2011 LexisNexis. All rights reserved Page 1 of 19 3 Charges, Renewal Terms, and Payment Terms. 3.1 In exchange for access to the Preferred Services, Customer will pay to LN the Monthly Commitments set forth in Section 1. The Monthly Commitments include all charges for use of the Preferred Services. The following Materials accessible from, but not included as part of the Preferred Pricing Materials, will•be subject to' monthly -billing at the then -current standard undiscounted rates in accordance with the Price Schedule: (a) selected Images (those that include a charge in the Price Schedule); (b) Dun & Bradstreet Reports; and (c) Risk Solutions. In addition to the Monthly Commitments, Customer may elect to have access to and use of materials and features outside of the Preferred Services, by initialing below, or by notifying LN at a later date. If elected, Customer will also pay to LN charges for such use in accordance with the Price Schedule ( "Alternate Access Charges"). Subscriber elects access to the Alternate Pricing Materials 3.2 Customer may not terminate this Agreement under Section 5.2 of the General Terms during the Commitment Term. This Agreement may be terminated by Customer after the third Commitment Period on the last day of any calendar month upon at least 30 days prior written notice to LN. This Agreement may also be terminated by Customer on 10 days prior written notice to LN in the event of any increase in the Monthly Commitment, excluding any increases listed in Section 1. To be effective, notice of termination pursuant to the preceding sentence must be given within 90 days of the increase. Notwithstanding anything to the contrary set forth herein, if sufficient funds are not appropriated or allocated for payment under this Agreement for any current or future fiscal period, then Customer, at its option, may terminate this Agreement on the last day of any calendar month upon ten (10) days' prior written notice to LN, without future obligations, liabilities, or penalties to LN, except for amounts due to LN up to the time of termination. In addition, Customer shall confirm in writing that sufficient funds have not been appropriated to continue this Agreement for the next fiscal period. 3.3 Each Monthly Commitment and Alternate Access Charges are due and payable within 30 days from receipt of invoice. If a Monthly Commitment or Alternate Access Charges not the subject of a legitimate dispute should remain unpaid for more than 75 days after becoming due, then LN reserves the right to require each remaining unpaid Monthly Commitment for the Commitment Term to immediately be paid in full to LN. LN may temporarily suspend access to any or all of the LN Products and Services provided under this Agreement until all unpaid amounts are paid in full. Amounts which have not been paid within 45 days after the invoice date may thereafter, until paid, be subject to interest charges at a rate not to exceed that permitted under Florida law, at the sole discretion of LN. Customer shall pay LN the then -current non -sufficient funds fee for all retumed checks. No claims directly or indirectly related to this Agreement with respect to amounts billed or payments made under this Agreement may be initiated by Customer more than 24 months. after such amounts were first billed to Customer. 3.4 Included in Customer's /exrs.com® subscription, Customer will be granted access to the Lexis® Advance ("Lexis Advance") product offering when it becomes generally available to Customer's market and price plan. Upon release, the Lexis Advance offering may be designed primarily for specific types of users within Customer's organization whom LN may recommend as the target user group, but IDs will be progressively released throughout the organization as additional functionality and content is .made available. To the extent available in Lexis Advance, Customer will have access to the same content in Lexis Advance as it currently has access to under this Agreement, including Customer's access to materials outside its subscription (e.g., if Customer currently has access to out -of -plan usage, Customer will have access to -content on a transactional basis in Lexis Advance). If Customer has access to out - of -plan content in Lexis Advance, Customer agrees to pay the then -current transactional charges for such content as such charges are available to Customer in the Lexis Advance user interface at the time the document is accessed. Although Customer will be entitled to access the Lexis Advance product offering as part of its subscription, LN may also release premium functionality or enhanced content for an additional charge. Customer will be given the option to purchase these upgrades at its discretion. 4 AUTHORIZED USERS FOR ONLINE SERVICES. This Agreement relates only to the Customer's Billgroups and locations (the "Participating Billgroups") set forth below and the Authorized Users under the Participating Billgroups. "Authorized Users" shall have the meaning set forth in the General Terms & Conditions for Use of the Online Services. PARTICIPATING BILLGROUP # - LOCATION (CITY AND STATE) TBD Miami Florida 5 CERTIFICATION. Customer certifies to the number of judges, attorneys and government professionals on page 1 of this Agreement ("Reference Number"). Throughout the Term, Customer will notify LN in writing of any change in the Reference Number if the total number of judges and attorneys falls below 11. Upon the request of LN, Customer will recertify to the Reference Number. 6 SUPPORT AND TRAINING During the Term, Customer, with the support of LN, agrees to encourage the effective use of the LN Online Services through: (a) Mandatory basic training in the use of the Online Services by LN for all Authorized Users; (b) Meaningful participation in additional ongoing programs presented by LN to update and train Authorized Users; ND: USCM-CityofMiami FPA (9.6.11 ) ID# 4828-3311-3354 ©2011 LexisNexis. All rights reserved Revised by JNE 6Sept2011 Page 2 of 19 (c) Authorized the periodic distribution of memos or other communications by LN and/or Customer to Authorized Users; and (d) The period review with LN of Customer's Authorized User's use of materials and training under this Agreement. 7 MISCELLANEOUS 7.1 LN makes certain terms and other information applicable to this Agreement available online on the World Wide Web at one or more sites identified by LN. Customer acknowledges that it has access to the World Wide Web. 7.2 To the extent any terms and conditions of this Section are in conflict with other applicable terms, such terms and conditions shall be resolved in the following order of precedence: this Agreement, then the applicable online terms referenced above. 7.3 The prices and other terms in this Agreement are subject to change if Customer has not submitted a signed original or copy on or before 9/30/11, which will be the closed offer date. CUSTOMER INFORMATION (Please type or print): 1. Organization Name: CITY OF MIAMI - OFFICE OF THE CITY ATTORNEY 2. Address: 444 S.W. 2AVE SUITE 945 MIAI`II, FLORIDA 33130 3. County: DADE 4. Country: USA 5. Telephone Number: 305-416-1801 7. Email Address: 6. Telecopier Number: 8. Invoice Address (if different than 2) 9. Name of Contact, Telephone Number and E-mail Address for the following: Installation: Billing: Policy/Legal Notification: Scheduling/Training: 10. Entity Web Address www.miamigov.com AGENCY CREDENTIALING PROCESS LN respects the privacy of your personal information. Information obtained during the credentialing process will only be used for compliance related matters. For more detailed information, please see LN's Privacy Statement at http://www:lexisnexis.com/terms/privacy. At LN, we believe that information, used responsibly, provides tremendous benefits to society, businesses, government agencies and consumers. LN provides its products and services in compliance with all applicable laws, rules and regulations. In turn, LN may only provide access to its products and services to organizations that provide assurances to LN that they will use the services in compliance with all applicable laws. Some LN Services include highly sensitive, personally identifiable information and LN takes its obligation to safeguard this information very seriously. MAIN CONTACT INFORMATION - As part of the credentialing process LN needs certain information about the Agency's Main Contact(s) as the Main Contact(s) may have access to sensitive password and identification numbers assigned to Agency's Authorized Users. In addition, an individual designated as a Main Contact will be designated by Agency to verify account information and request changes to account information. Credentialing will be performed on the individual(s) listed below, as well as the organization. Please note that the credentialing process may include telephone or email contact with the individual(s) listed below; please provide main agency telephone number and email address through which the Main Contact may be reached. Last Name Amenerio First Name Grecia M.I. F Title Administrative Assistanct Main Telephone 305-416-1801 Email Address gameneiro@ci.miami.fl.us 1. Full date of birth 2. Complete Home Address 3. First five digits of your Social Security Number ADDITIONAL ADMINISTRATOR OR CONTACT INFORMATION (Optional) - Please refer to preceding text for additional information. ND: USCM-CityofMiami FPA (9.f.11 ) ID# 4828-3311-3354 ©2011 LexisNexis. All rights reserved Revised by JNE 6Sept2011 Page 3 of 19 Last Name Title Email Address 1. Full date of birth 2. Complete Home Address First Name M.I. Main Telephone 3. First five digits of your Social Security Number PERMISSIBLE USE CERTIFICATION LN provides its Agencies with two options regarding permissible purpose certification. OPTION 1: Agency may opt to allow the display of all of the GLBA and DPPA permissible purposes (set forth below) online to their internal users. At login, users will be required to certify to the specific, appropriate permissible use that permits their particular search or searches from the available subset of permissible purposes displayed when accessing the LN Services. Please check here to select Option 1: ❑ OPTION 2: Agencies may opt to limit or restrict the GLBA and DPPA permissible purposes that will be displayed to and selected by their internal users. At login, users will still be required to certify the specific, appropriate permissible use that governs their particular search or searches from the available subset of permissible purposes displayed when accessing the LN Services. Please check here to select Option 2: El If a Agency prefers Option 2, Agency should certify the permissible purpose(s) below for GLBA and DPPA that should be displayed to its users by checking the appropriate boxes below. Only the permissible purposes checked below will then be displayed to the Agency's users. GLBA PERMISSIBLE PURPOSE (Option 2 Only) Some LN Services use and/or display nonpublic personal information, which is governed by the privacy provisions of the Gramm - Leach -Bliley Act (15 U.S.C. § 6801 et seq.) and its implementing regulations (collectively, "GLBA"). Agency certifies it has the permissible use under the GLBA to use and/or obtain such information, as marked below, and Agency further certifies it will only use such information obtained from the LN Services for such purpose(s) selected below or, if applicable, for the purpose certified to by each user electronically while using the LN Services: Only agencies selecting Option 2 (see above) should select the appropriate permissible purposes below which will be made available to their internal users when accessing the LN Services. No permissible use; 1. As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer; 1. (B) As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer by verifying the identification information contained in applications (Accurint Only); 2. To protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability; 3. In required institutional risk control programs; 4. In resolving customer disputes or inquiries; 5. Use by persons, or their representatives, holding a legal or beneficial interest relating to the consumer; 6. Use by persons acting in a fiduciary or representative capacity on behalf of the consumer; 7. In complying with federal, state, or local laws, rules, and other applicable legal requirements; 8. To the extent specifically permitted or required under other provisions of law & in accordance with the Right to Financial Privacy Act of 1978, to LE agencies, self regulatory organizations, public safety. DPPA PERMISSIBLE PURPOSE (Option 2 Only) Some LN Services use and/or display personal information, the use of which is governed by the Driver's Privacy Protection Act (18 U.S.C. § 2721 et seq.) and related state laws (collectively, "DPPA"). Agency certifies it has a permissible use under the DPPA to use and/or obtain such as marked below, and Agency further certifies it will only use such information obtained from the LN Services for such purpose(s) selected below or, if applicable, for the purpose indicated by Agency electronically while using the LN Services: Only agencies selection Option 2 (see above) should select the appropriate permissible purposes below which will be made available to their internal users when accessing the LN Services. No permissible use; 1. In connection with any proceeding (including arbitration) in any court or government agency, or before any self - regulatory body, including investigation in anticipation of litigation; 2. To verify the accuracy of information about a person who provided the information to you (or your client) but only if used to recover on a debt against the person or to pursue legal remedies against the person for fraud; 3. Use by a government agency but only in carrying -out its functions; 4. Use by any person acting on behalf of a government agency but only in carrying out the agency's functions; ND: USCM-CityofMiami FPA (9.6.11 ) ID# 4828-3311-3354 ©2011 LexisNexis. All rights reserved • Revised by JNE 6Sept2011 Page 4 of 19 5. Use by an insurer (or its agent) in connection with claims investigation activities, antifraud activities, rating or underwriting; 6. In connection with motor vehicle safety or theft, or driver safety (except for a motor vehicle manufacturer); 7. Use by an employer or its agents or insurer to obtain or verify information relating to a holder of a commercial driver's license that is required under Chapter. 31.3 of Title 49 of the.United States Code. (Accurint Only) With regard to the information that is subject to the DPPA, some state law permissible uses may vary from the permissible uses identified above. In such cases, some state information may not be available under each permissible use listed above and/or Agency may be asked to certify to a permissible use permitted by applicable state law to obtain information from a specific state. Agency agrees and certifies it will only use the information described in Sections A and B of this Permissible Use Certification in accordance with the permissible uses selected above or those selected subsequently in connection with a specific information request. Agency acknowledges by signing above that completion of this document does not guarantee successful credentialing or that LN will be able to provide Agency with access to public records materials, including regulated public records materials. Agency agrees that the Main Contact may be contacted and provide any additional information, if needed, in order to process this credentialing request. Customer I.D. Information (Please type or print) ID Holders' Names ID Holders Titles/Positions ID No. (LN to fill in) (additional sheetattached®) ND: USCM-CityofMiaml FPA (9.6.11 ) ID# 4828-3311-3354 ©2011 LexisNexis. All rights reserved Revised by JNE 6Sept2011 Page 5 of 19 BANKING INFORMATION (Please type or print): 1. Organization Name: 2. ❑Automatic Payment Method - Yes, I want to utilize the automatic payment method (select MasterCard, Visa, Amex or Checking Account). I authorize my bank to make payment by the method indicated below and post it to my account. I understand that I am in full control of my payment. If at any time I decide to discontinue the automatic payment method, I will give ten days written notice to the Billing Department of LexisNexis at 9443 Springboro Pike, Miamisburg OH 45342. Ai ithnri7ori Sinnati ira for Ai rtnmatio' ❑Select method of credit card payment ❑ MasterCard VISA El AMEX 4—OR ❑Automatic Debit to Checking Account (attach copy of voided check) Credit Card #: Exp Date: 3. ®No, I do not want to utilize the Automatic Payment Method, I prefer to be invoiced monthly, and provide the following credit reference to process my account: Bank Name & Address: Bank #: Account #: s ND: USCM-CityofMiami FPA (9.6.11 ) ID# 4828-3311-3354 ©2011 LexisNexis. All rights reserved Revised by JNE 6Sept2011 Page 6 of 19 EXHIBIT A General Terms and Conditions for Use of the Online Services The terms and conditions listed below govern use of the online services (the "Online Services") and materials available therein ("Materials") provided by LexisNexis, a division of Reed Elsevier Inc. and its affiliated companies (collectively "LN"). The terms "you" and "your" in uppercase or lowercase shall mean the entity (e.g., company, corporation, partnership, sole proprietor, etc.) or government agency entering into a Subscription Agreement with LN. The "Subscription Agreement" shall consist of these General Terms and Conditions, and the standard, transactional rates applicable to you (the "Price Schedule"). 1. GRANT OF RIGHTS; RESTRICTIONS ON USE 1.1 You and your Authorized Users (defined below in Section 2.1) are granted a nonexclusive, nontransferable, limited right to access and use for research purposes the Online Services and Materials made available to you. The rights granted to each Authorized User are as follows: (a) The right to electronically display Materials retrieved from the Online Services for the Authorized User's individual use (e.g., no Authorized User may network others via LANs, WANs, intranets or the Internet), subject to the Supplemental Terms for Specific Materials ("Supplemental Terms"). Notwithstanding the foregoing, an Authorized User may display a de minimis amount of the Materials on an incidental, infrequent basis for non-commercial purposes to other Authorized Users so long as the Authorized Users are in the same physical location and the mode of display is not through the Internet, an intranet or other types of networking communication like LANs or WANs; (b) The right to email, fax, download or make printouts using the commands of the Online Services and the right to create a single printout of Materials accessed or downloaded by any other means (collectively, "Authorized Printouts"); (c) With respect to Materials that are court cases, court rules, court briefs, agency -issued documents, agency regulations or executive branch materials from the United States, its states, local governments, or territories (collectively, "Authorized Legal Materials"), the right to download using the commands of the Online Services and store in machine-readable form, primarily for that Authorized User's exclusive use, a single copy of insubstantial portions of those Authorized Legal Materials included in any individually searchable file or content source in the Online Services to the extent the storage of those Authorized Legal Materials is not further limited or prohibited by the Supplemental Terms. The storage may continue so long as the Authorized Legal Materials are needed for purposes contemplated under this Subscription Agreement; (d) With respect to all Materials other than Authorized Legal Materials, the right to download using the commands of the Online Services and store in machine-readable form for no more than 90 days, primarily for that Authorized User's exclusive use, a single copy of insubstantial portions of those Materials included in any individually searchable file or content source in the Online Services, to the extent the storage of those Materials is not further limited or prohibited by the Supplemental Terms; (e) Notwithstanding anything to the contrary herein, the right to (1) excerpt or quote insubstantial portions of Materials in documents prepared in the ordinary course of your business to the extent permitted by applicable copyright law; (2) distribute Authorized Printouts to persons who are not Authorized Users (including by emailing through the functionality of the Online Services) on an occasional, infrequent basis as permitted by applicable copyright law; and (3) store Materials for periods in excess of the periods set forth above to the extent required for legal or regulatory compliance provided all other Materials are purged promptly upon the expiration of this Subscription Agreement; and (f) For the avoidance of doubt, downloading and storing Materials in an archival database is prohibited. The Online Services and the Materials are protected by copyright, intellectual property laws, and other laws that prevent unauthorized access and use. If you are not an Authorized User, you are not permitted to access or use the Online Services for any purpose whatsoever. If you nevertheless access and use the Online Services or Materials without authorization, your access and use will be governed by these General Terms and Conditions and you will be liable to LN for any breach of the General Terms and Conditions as well as for unauthorized access and payment for use at the rates in the applicable Price Schedule. 1.2 To the extent permitted by applicable copyright law and not further limited or prohibited by the Supplemental Terms, you and your Authorized Users may make copies of Authorized Printouts and distribute Authorized Printouts and copies. •1.3 Except as specifically provided in Sections 1.1 and 1.2, you and your Authorized Users are prohibited from downloading, emailing, faxing, storing, reproducing, transmitting, displaying, copying, distributing, or using Materials retrieved from the Online Services. You may not exploit the goodwill of LN, including its trademarks, service marks, or logos without the express written consent of LN. Additionally, under no circumstances may you or any Authorized User offer any part of the Online Services or Materials for commercial resale or commercial redistribution in any medium or use the Online Services or the Materials to compete with the business of LN. 1.4 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Online Services and Materials in any medium belongs to LN or its third party suppliers of Materials. Neither you nor your Authorized Users acquire any proprietary interest in the Online Services, Materials, or copies thereof, except the limited rights granted herein. 1.5 Neither you nor your Authorized Users may use the Online Services or Materials in any fashion that infringes the intellectual property rights or proprietary interests of LN or any ND: USCM-CityofMiami FPA (9.6.11 ) ID# 4828-3311-3354 Revised by JNE 6Sept2011 ©2011 LexisNexis. All rights reserved Page 7 of 19 third party. Your use of the Online Services and Materials must comply with all applicable laws, rules or regulations. 1.6 Neither you nor your Authorized Users may remove or obscure the copyright. notice orother notices contained in Materials. 1.7 Neither you nor your Authorized Users may use information included in the Online Services or Materials to determine an individual consumer's eligibility for (a) credit or insurance for personal, family, or household purposes; (b) employment; or (c) a government license or benefit. The term "consumer" is defined in the United States Fair Credit Reporting Act at 15 USC §1681. 1.8 Other provisions that govern use of the Materials are set forth in the applicable Price Schedule, the Supplemental Terms, online descriptions of files, online notices following source selection, and individual documents retrieved from the Online Services (collectively, the "Additional Terms"), all of which are incorporated by reference into this Subscription Agreement. 2. ACCESS TO SERVICES 2.1 Only your employees, temporary employees, law clerks, certified legal interns, and contractors dedicated to performing work exclusively for you (to the extent those categories of persons are appropriate to your situation) are eligible to access and use the Online Services and Materials ("Eligible Persons"). Without limitation, external professional service providers such as attorneys, accountants, outsourcers and public relations firms are specifically excluded from being Eligible Persons. The term "Authorized User" means an Eligible Person whom you have identified to LN for purposes of issuing an LN ID. You agree that each LN ID may only be used by the Authorized User to whom LN assigns it and that the LN ID may not be shared with or used by any other person, including other Authorized Users. You will manage your roster of Authorized Users and will •promptly notify LN to deactivate an Authorized User's LN ID if the Authorized User is no longer an Eligible Person or you otherwise wish to terminate the Authorized User's access to the Online Services. You are responsible for all use of the Online Services accessed with LN IDs issued to your Authorized Users, including associated charges, whether by Authorized Users or others. You will use reasonable commercial efforts to prevent unauthorized use of LN IDs assigned to your Authorized Users and will promptly notify LN, in writing, if you suspect that an LN ID is lost, stolen, compromised, or misused. 2.2 Use of the Online Services via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by LN in writing, use of the Online Services is permitted only via manually conducted, discrete, individual search and retrieval activities. 2.3 To comply with local privacy, data protection and other laws, each LN ID is country specific and may not be used outside the country for which it is issued, except for short periods not to exceed 30 continuous days. If LN suspects use of an LN ID outside the country of issue for a period in excess of 30 continuous days, LN may suspend the LN ID or require;:, ., you to use and pay for an LN ID for the relevant country. On request, LN will issue a geographically compliant LN ID. 2.4 The Online Services, Materials, and feature functionality within the Online Services may be enhanced, added to, withdrawn, or otherwise changed by LN without notice. 2.5 Subject to Section 2.4 above, the Online Services may contain a feature that will allow your Authorized Users to create work folders or work spaces ("Folders") from within research sessions that are associated solely with their respective LN IDs. The Folders are designed to allow your Authorized Users to save copies of Materials made available by LN, as well as links to materials made available on the Internet or other documents that you or your Authorized Users' own or otherwise have the right to upload to Folders. Applicable charges for the Folders are listed in the Price Schedule. LN represents and warrants that: (a) the Folders will be under the exclusive control of your Authorized Users; and (b) LN will not access or otherwise review the content of Folders without your authorization. Notwithstanding the foregoing, LN may access or disclose the content of Folders to the extent necessary to facilitate features and functions of the Online Services and to comply with contractual and legal obligations including, but not limited to, an administrative or judicial proceeding. Authorized Users are solely responsible for the content of their respective Folders. You represent and warrant that the Authorized Users have the right and authority to upload any and all content to the Folders that is not provided by LN. Authorized Users are prohibited from uploading content to the Folders that is defamatory, libelous, pornographic or obscene, unless such content is reasonably related to professional responsibilities. In addition, Authorized Users are strictly prohibitedfrom uploading content to the Folders that is unlawful or that is considered protected health information under the Health Accountability and Portability Protection Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH). Solely to the extent permissible under applicable law, you agree to indemnify, defend, and hold LN harmless for any and all claims, damages, costs, fines and expenses that LN may incur as a result of you or your Authorized Users' use of the Folders or any content uploaded to the Folders, excluding LN Materials. Authorized Users are solely responsible for securing or saving the content of their respective Folders before the expiration or termination of this Subscription Agreement, if desired. LN has no obligation to provide the content of Folders to you or your Authorized Users after the termination of this Subscription Agreement. All LN Materials contained in Folders remain subject to the storage limitations and other license terms and restrictions set forth in this Subscription Agreement. 3. LIMITED WARRANTY 3.1 LN represents and warrants that it has the right and authority to make the Online Services and Materials available to you and your Authorized Users as authorized expressly by this Subscription Agreement. 3.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.1, THE ONLINE SERVICES AND MATERIALS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND LN AND EACH THIRD PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ND: USCM-CityofMiami FPA (9.6.11 ) ID# 4828-3311-3354 ©2011 LexisNexis. All rights reserved Revised by JNE 6Sept2011 Page 8 of 19 4. LIMITATION OF LIABILITY 4.1 A Covered Party (as defined -below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Online Services or any Materials available or not included therein, (b) the unavailability or interruption of the Online Service or any features thereof or any Materials, (c) your or an Authorized User's use of the Online Services or Materials, (d) the loss or corruption of any data or equipment in connection with the Online Services, (e) the content, accuracy, or completeness of Materials, all regardless of whether you received assistance in the use of the Online Service from a Covered Party, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within the Online Services. 4.2 "Covered Party" means (a) LN and any officer, director, employee, subcontractor, agent, successor, or assign of LN; and (b) each third party supplier of Materials, third party alliance entities, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or third party alliance entity or any of their affiliates. 4.3 TO THE . FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR MATERIALS OR THIS SUBSCRIPTION AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE ONLINE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY. 4.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COVERED PARTIES WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA.. 4.5 Notwithstanding anything to the contrary in this Section 4: (a) If there is a breach of the warranty in Section 3.1 above, then LN at its option and expense, shall either defend or settle any action and hold you harmless against proceedings or damages of any kind or description based on a third party's claim of patent, trademark, service mark, copyright or trade secret infringement related to use of the Online Services or Materials, asserted against you by such third party provided: (i) all use of the Online Services and Materials was in accordance with this Subscription Agreement; (ii) the claim, cause of action or infringement was not caused by you modifying or combining the Online Services or Materials with or into other products or applications not approved by LN; (iii) you give LN prompt notice of any. such claim; and (iv) you give LN the right to control and direct the investigation, defense and settlement of each such claim. You. at LN's expense, shall reasonably cooperate with LN in connection with the foregoing. (b) In addition to Section 4.5(a), if the Online Services or the operation thereof become, or in the opinion of LN are likely to become, the subject of a claim of infringement, LN may, at its option and expense, either: (i) procure for you the right to continue using the Online Services, (ii) replace or modify the Online Services so that they become non -infringing, or (iii) terminate this Subscription Agreement on notice to you and grant you a pro-rata refund or credit (whichever is applicable) for any pre -paid fees or fixed charges. (c) The provisions of Sections 4.5(a) and (b) shall constitute your sole and exclusive remedy for the respective matters specified therein. 5. MISCELLANEOUS 5.1 These General Terms and Conditions, including the Additional Terms may be changed from time to time as described below or by written agreement. Charges and payment terms may be changed in accordance with the terms of your Price Schedule; all other provisions may be changed by LN immediately upon notice to you. If any changes are made to this Subscription Agreement, such changes will: (a) only be applied prospectively;- and (b) not be specifically directed against you or your Authorized Users but will apply to all similarly situated LN customers using the Online Services. You may terminate this Subscription Agreement upon written notice to LN if any change to these General Terms and Conditions is unacceptable to you. For termination to be effective under this Section 5.1, written notice of termination must be provided to LN within 90 days of the effective date of the change. Continued use of the Online Services following the effective date of any change constitutes acceptance of the change but does not affect the foregoing termination right. Except as provided above, this Subscription Agreement may not be supplemented, modified or otherwise revised unless signed by duly authorized representatives of both parties. Furthermore, this Subscription Agreement may not be supplemented, modified or otherwise revised by email exchange even if the email contains a printed name or signature line bearing signature -like font. The foregoing does not prohibit the execution of electronic contracts bearing electronic signatures of authorized representatives of both parties, provided such signatures include digital certifications or are otherwise authenticated. 5.2 You or LN may terminate this Subscription Agreement at any time in accordance with this Section 5.2. The effective date of termination shall be 10 days after the receipt of written notice of termination, unless a later date is specified in the notice. LN may temporarily suspend or discontinue providing access to the Online Services to any or all Authorized Users in breach of this Subscription Agreement without notice and LN may pursue any other legal remedies available to it under the law of the.State of Florida which shall include payment for the Online Services and Materials in accordance with this ND: USCM-CityofMiami FPA (9.6.11 ) ID# 4828-3311-3354 Revised by JNE 6Sept2011 ©2011 LexisNexis. All rights reserved Page 9 of 19 Agreement but shall exclude the payment of incidental, indirect, consequential damages. Each party shall bear its own attorneys' fees in connection with any claim in relation to this Agreement.. 5.3 All notices and other communications hereunder shall be in writing or displayed electronically in the Online Services by LN. Notices shall be deemed to have been properly given on the date deposited in the mail, if mailed; on the date first made available, if displayed in the Online Services; or on the date received, if delivered in any other manner. Legal notices to LN should be sent to LexisNexis, Attn: Chief Legal Officer, 9443 Springboro Pike, Miamisburg, OH 45342. Legal Notices to you • shall be sent to City of Miami City Attorney , 444 SW 2rid Av., Suite 4945, Miami, FI. 33130-1910. 5.4 The failure of you, LN, or any third party supplier of Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. 5.5 Neither you nor any Authorized User may assign your rights or delegate your duties under this Subscription Agreement without the prior written consent of LN, which consent shall not be unreasonably withheld. This Subscription Agreement and any amendment thereto shall be binding on, and will inure to the benefit of the parties and their respective successors and permitted assigns. 5.6 LN's ability to provide Materials is regulated by a variety of privacy, data protection, and other laws in a variety of jurisdictions ("Data Laws") and by the licenses under which it obtains Materials ("Licenses"). You acknowledge that LN will perform a due diligence review of your account upon registration and that the due diligence review will be heightened if you desire to access sensitive, non-public Materials about individuals. You also acknowledge that LN will perform periodic reviews of you and your Authorized Users' use of Materials subject to Data Laws or Licenses ("Regulated Data") in order to comply with Data Laws and license restrictions, and that the review may. include asking you or your Authorized Users to verify that use of Regulated Data was for a permissible purpose. You and your Authorized Users will cooperate with LN in any such due diligence or regulatory review and will promptly produce all relevant records and documentation reasonably requested by LN. At reviews will be at LN's expense. If there is any failure to cooperate with LN, or if any review reveals the lack of a permissible purpose to access Regulated Data, LN may deny access to the Online Services or to Regulated Data. LN will be under no obligation to reduce the fees payable by you to the extent that it is unable to provide Regulated Data to you based solely on your non- cooperation. 5.7 If you, any of your Authorized Users, or any person you or your Authorized Users permits to use the Online Services or who gains access through an Authorized User's failure to properly secure his or her LN ID or computer (a "User") should access or use Regulated Data in an unauthorized manner (a "Security Event"), then the following provisions will apply: (a) if required by applicable law, you will notify the individuals whose information has potentially been accessed or used that a Security Event has occurred; (b) you will notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required by law; (c) the notification will not reference LN or the product through which the Regulated Data was provided, nor will LN be otherwise identified or referenced in connection with the Security Event, without the express written consent of LN; (d) to the extent allowed by § 768.28, Fla. Stat. and other applicable laws, you will be liable for all negligence claims causing personal injury/property loss or other damages that may arise from a Security Event caused by your negligence, or the negligence of your Authorized Users or Users. 5.8 This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Florida regardless of the law that might otherwise apply under applicable principles of conflicts of law. Venue for any civil actions between LN and you shall be in courts of competent jurisdiction in Miami —Dade County, Florida. Each party will bear their own respective attorney's fees. 5.9 This Subscription Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this Subscription Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of this Subscription Agreement. 5.10 Where applicable, each affiliated company of LN and each third party supplier of Materials has the right to assert and enforce the provisions of this Subscription Agreement directly on its own behalf as a third party beneficiary. 5.11 This Subscription Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals or quotations on that subject matter. END OF EXHIBIT A ND: USCM-CityofMiami FPA (9.6.11 ) ID# 4828-3311-3354 ©2011 LexisNexis. All rights reserved Revised by JNE 6Sept2011 Page 10 of 19 Lexis N ex 1 se USLM/State & Local Government LEXIS® FOR MICROSOFT® OFFICE ADDENDUM This Lexis® for Microsoft® Office ("Lexis for Microsoft Office") Addendum ("Addendum") amends and supplements the terms of the Subscription Agreement (the "Subscription Agreement") and the Subscription Plan Amendment (the "Amendment"), previously executed between LexisNexis, a division of Reed Elsevier Inc. ("LN") and The City of Miami -Office of the City Attorney ("Subscriber"). 1. Term. The term of this Addendum (the "Addendum") will begin on the day this Addendum is executed by Subscriber and will be coterminous with the Amendment (the "Tenn"). This Addendum shall automatically terminate upon expiration of the Amendment. For clarity, although the Term of this Addendum will start upon execution, Subscriber will not have access to Lexis for Microsoft Office until the following conditions (collectively, the "Requirements") are met: (a) Subscriber meets the Technical Requirements set forth in Section 2; and (b) Lexis for Microsoft Office is installed on Subscriber's system via one of the installation processes set forth in Section 5. Notwithstanding anything to the contrary, this Amendment may be terminated by Subscriber upon 90 days prior written notice to LN. 2. Technical Requirements. Lexis for Microsoft Office is proprietary software developed by LN to integrate LN content directly within the Microsoft Corporation software applications Microsoft Outlook and Microsoft Word. In order to use Lexis for Microsoft Office, Subscriber must (a) subscribe to the Lexis for Microsoft Office Menu set forth in Section 4 below; (b) have a paid -up license to use Microsoft® Office 2007 or Microsoft® Office 2010 from Microsoft Corporation; and (c) meet the other system operating and other requirements as reasonably required by LN for the proper operation of the Software (collectively, the "Technical Requirements"). 3. License. LN grants Subscriber a personal, limited, non-exclusive, non -transferable, right to access and use the Lexis for Microsoft Office product indicated in Section 4 below subject to the terms of the Lexis for Microsoft Office End User License Agreement attached hereto as Exhibit A. LN retains all right, title, and interest in and to Lexis for Microsoft Office, and any intellectual property embodied therein. All access to and use of LN content via Lexis for Microsoft Office shall be subject to the terms set forth in the Subscription Agreement. 4. Lexis for Microsoft Office Platform, Menus, Monthly Commitment, Functionality Charges. 4.1 In exchange for Subscriber's monthly payment to LN of the Lexis for Microsoft Office Monthly Commitment amount set forth below, Subscriber will be provided with the Lexis for Microsoft Office features and content indicated below during the Commitment Period. Access to Lexis for Microsoft Office shall be limited to the number of Authorized Users set forth below. Subscriber acknowledges that the content available in Lexis for Microsoft Office Menu may be different than the content it has access to via its subscription to lexis.com in the Amendment. LEXIS FOR MICROSOFT OFFICE (Check applicable product selection) n Lexis for Microsoft Office - Core: Menu - 1-10 Users ZZYWCA Lexis for Microsoft Office — with Document Tools Menu: 11+ users zzYwcH ND: SLGovt-LexisMicrosoftOfficeAdm-Sep2011 ID# 4851-1107-6362 ND: CityOfMiami-LMO-Sept20l 1-1 ID# 4847-4369-8954 CAH:20Sept2o11 (2011.09 LMO) © 2011 LexisNexis. All rights reserved. Lexis for Microsoft Office — with Transactional Tools Menu: 1-10 Users ZZYWCA+PRC001+PRC002 ❑ Lexis for Microsoft Office - with Transactional Tools and Document Tools Menu: 1-10 Users ZZYWCA+PRCOO 1 +PRC002 "COMMITMENT PERIOD" NUMBER OF AUTHORIZED USERS CONTENT CHARGES SOFTWARE CHARGES "LEXIS FOR MICROSOFT OFFICE MONTHI.Y COMMITMENT" 10/1/11 - 9/30/12 25 $ $600 $600 10/1/12 - 9/30/13 25 S $600 S600 10/1/13 - 9/30/14 25 S $600 $600 4.2 For .purposes of this. Addendum, the term "Authorized User" shall have the meaning set forth in the Subscription Agreement. LN will monitor the number of Authorized Users of Lexis for Microsoft Office. In the event that the average monthly users in any three month period exceeds 5% of the Authorized Users set forth above, LN may adjust the Lexis for Microsoft Office Commitment upon written notice to Subscriber effective as of the first day of the following month to reflect the current number of users. Additionally, Subscriber will certify in writing the then -current number of Authorized Users of Lexis for Microsoft Office at LN's request from time to time. 5. Installation. In order to access Lexis for Microsoft Office, Lexis for Microsoft Office must be installed on Subscriber's system via one of the following installation methods: (Subscriber to check its election(s) below.) Standard Implementation — In a Standard Installation, LN does not perform any installation services and LN's proprietary technology which allows enrichment of Subscriber's content is not installed behind Subscriber's firewall. In a standard implementation installation, Subscriber will not receive any transfer of tangible personal property, nor will there be any electronic transfer or software to the Subscriber in an Individual Desktop Installation. All standard installations will be implemented through electronic retrieval by Subscriber of the software that is hosted by the LN website. Subscriber will download the software from the LN website at an individual desktop level by individual users or on a network level by an IT administrator. By electing this option, Subscriber acknowledges andagrees that the Microsoft Word documents and Microsoft Outlook emails ("Subscriber's Work") that it selects to be analyzed by Lexis for Microsoft Office will momentarily leave its environment and will be sent to LN to be marked/tagged/indexed. LN represents and warrants that all such processing of Subscriber's Work will happen machine -to - machine, without human intervention (similar to a lexis.com search) and LN will not store, review, or retain Subscriber's Work beyond the time required for processing (i.e., LN will not store Subscriber's Work in any back up logs, server logs, etc.). There are no installation charges for this option and no separate integration services agreement. In selecting this option, Subscriber must further define the method of deployment: ❑ Individual Desktop Installation - Lexis for Microsoft Office will be downloaded from the LN website on an individual desktop basis ND: SLGovt-LexisMicrosoftOfficeAdm-Sep2011 ID# 4851-1107-6362 ©2011 LexisNexis. ND: City0f 4iami-LMO-Sept2011-1 ID# 4847-4369-8954 CAH:20Sept2011 (2011.09 LMO) All rights reserved. ® Subscriber Network Installation - Lexis for Microsoft Office is downloaded from the LN website and Subscriber distributes the Software to multiple desktops or on an organization - wide basis n Installation for existing Lexis® Search Advantage Subscriber — If Subscriber currently subscribes to Lexis® Search Advantage, LN and Subscriber will execute a new Statement of Work to Subscriber's existing Lexis® Search Advantage Agreement to document the additional integration services that will be necessary to integrate Lexis for Microsoft Office and Lexis® Search Advantage within Subscriber's environment. ❑ Custom Installation — In a custom installation, LN performs professional services work beyond providing instructions and general guidance for downloading Lexis for Microsoft Office. Professional services rendered by LN may include, but are not limited to, writing custom code to install Lexis for Microsoft Office within Subscriber's environment, installation services at Subscriber's site in order to download and install software on individual desktops and across the enterprise automatically, or specific effort to install the Lexis for Microsoft Office server version within the client environment. The custom installation may include electronic transmissions of computer software and electronic data retrieval of computer software. Custom installations may also include "load and leave" deliveries in which LN visits Subscriber's site, installs the software, then takes the physical medium away when finished. The nature of the services to be provided to Subscriber, the charges for the custom installation services, and the tennis regarding the services will be documented in a Statement of Work issued against a separate Master Integration Services Agreement to be executed by the parties. A custom installation will not include the transfer of tangible personal property or transfer of title to the Software. 6. Miscellaneous. 6.1 In the event of any conflict between the terms of this Addendum and the attached Exhibit A, the terms of this Addendum shall control. 6.2 Except as expressly modified by this Addendum, all other terms and conditions of the Subscription Agreement and the Amendment will remain in full force and effect and will be unaffected by this Addendum. In the event of a conflict or inconsistencies between the Subscription Agreement, the Amendment or this Addendum, this Addendum will control. The Subscription Agreement, the Amendment and this Addendum represent the entire agreement between the parties with respect to Lexis for Microsoft Office. All prior agreements, proposals, purchase orders, representations, promises or understandings, whether oral or in writing, concerning Lexis for Microsoft Office are superseded in their entirety by this Addendum. ND: SLGovt-LexisMicrosoftOfficeAdm-Sep2011 ID# 4851-1107-6362 © 2011 LexisNexis. ND: CityOtMiauv-LMO-Sept20ll-1 ID# 4847-4369-8954 CA-12OSept2011 (2011.09 LMO) All rights reserved. i; LN's acceptance of the terms of this Addendum shall be evidenced by its signature below or by LN providing Subscriber access to Lexis for Microsoft Office. AGREED TO AND ACCEPTED BY: CITY OF NIIAMI-OFFICE OF THE CITY ATTORNEY BY: NAME: TITLE: SUBSCRIBER LexisNexis, a division of Reed Elsevier Inc. BY: NAME TITLE RATE: DATE: Subscriber Implementation Information IP Administrator Name: IP Administrator Phone Number: IP Administrator Email Address: Location of Primary Data Center(s) Subscriber User Locations (City, State) Percentage of Users (%) ND: SLGovt-LexisMicrosoftOfficeAdm-Sep2011 EV 4851-1107-6362 © 2011 LexisNexis. ND: CityOfMiami-LMO-Sept2011-1 IDl# 4847-4369-8954 CAH:20Sept20l l (2011.09 LMO) All rights reserved. EXHIBIT A LEXIS® FOR MICROSOFT® OFFICE END USER LICENSE AGREEMENT I. SUBSCRIPTION LICENSE GRANT. a. Subject to the terns and conditions of this Lexis® for Microsoft®, Office End User License Agreement (this "EULA."), LexisNexis, a division of Reed Elsevier Inc. ("LN") grants you a personal, limited, nonexclusive, non -transferable license to access and use the Lexis® for Microsoft: Office software product (the "Software") set forth in the agreement between you and. LN for access to the Software (the "Addendum"). Use of the Software is subject to the terms set forth in the Addendum including the number of Authorized Users and time period ("Term") set forth in the Addendum. b. Restrictions and Prohibitions on Use. Except as expressly permitted by Section 1(a), or upon the express prior written consent of LN, you may not, nor permit others to: (1) copy, print, .republish, display, transmit, distribute, sublicense, sell, rent, lease, loan, or otherwise make available in any form or by any means (including electronic media now existing or hereafter developed), all or any substantial portion of the Software; (2) provide anyone other than your Authorized Users access to the Software or any portions thereof;(3) use the Software to develop, or as a component of, an information storage or retrieval system, database, info -base, or similar information resource (in any media now existing or hereafter developed), including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism;(4) create compilations or derivative works of the Software;(5) make any portion of the Software available through any timesharing system, service bureau, the Internet,.or any other technology now existing or developed in the future;(6) remove, change, or obscure any copyright notice or other proprietary notice or tenns of use contained in the Software; (7) remove, disable, or defeat any functionality of the Software; or (8) upload content in the Software (through the Notes feature or otherwise) that is defamatory, libelous, pornographic or obscene, unless such content is reasonably related to professional responsibilities. In addition, Authorized Users are strictly prohibited from uploading content to the Software that is considered protected health information under the Health Accountability and Portability Protection Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH). c. Electronic Documents. Solely with respect to the electronic documents included with the Software (e.g., the electronic version of the user guide), you may only make as many copies as reasonably necessary for each Authorized User (either in hard copy or electronic form), provided that such copies shall be used only for your sole use and are not republished or distributed to any third party. d. Third Party Materials. The use of some third -party materials included in the Software may be subject to other terms and conditions typically found in a separate software agreement or "Read Me" file located in or near such materials 2. COPYRIGHT. LN and its third party licensors and developers hold exclusive ownership of the Software and all intellectual property rights embodied therein, including copyrights and valuable trade secrets incorporated in the Software's design and coding methodology. The Software is protected by United States and international copyright laws and international treaty provisions. This EULA does not grant you any ownership or intellectual property rights in the Software. Upon expiration of the Term, you will not have the right to continue using the Software and will promptly remove all copies of the Software from your systems. 3. REVERSE ENGINEERING. You agree that you will not, nor will you permit others to attempt to: (i.) modify or translate the Software; (ii) decompile or disassemble the Software, (iii) create derivative works based on the Software; (iv) merge the Software with or into another product not approved for use by LN (excluding Microsoft Office); or (v)copy the Software except as expressly permitted by this EULA. i ND: SLGovt-LexisMicrosoftOff7ceAdm-Sep20l I ID# 4851-1107-6362 © 2011 LexisNexis. ND: City0fMiami-LMO-Sept2011-1 ID# 4847-4369-8954 CAH:20Sept2011 (2011.09 LMO) All rights reserved. ', 4. SOFTWARE SUPPORT. 4.1 As part of your subscription to the Software, LN will provide the following support and maintenance for the Software during the Term ("Support Services"): (a) Product Support. LN will provide telephonic product support services for the Software 24x7x365 days. (b) Software Problem Resolution. If you report to LN that the Software does not function according to the user -level documentation for the Software ("Software Problem'') and otherwise comply with Section 5 YOUR RESPONSIBI.LITIES, LN will investigate the Software Problem within a reasonable time after receiving proper notice from you, and sufficient information to identify the problem. LN will work to correct the Software Problem(s) that can be verified based on the information provided by you utilizing a system that meets the system requirements for the Software. If the investigation confirms the existence of a Software Problem, LN will use reasonable efforts to correct the Software Problem which may include implementing a temporary work -around. If LN, in good faith, determines that the Software Problem results from an error in the applicable user -level documentation, LN may correct the Software Problem by correcting that documentation. (c) Software Updates and Upgrades. LN has multiple different offerings of the Lexis for Microsoft software product (Lexis for Microsoft - Core, Transactional Tools, Document Tools, etc.). The license granted herein is only to the Lexis for Microsoft Software product offering you have selected in the Addendum (for purposes of this Section 4.1(c) "Your Subscribed Product") and to the Updates and Upgrades released by LN to Your Subscribed. Product. This license does not entitle you to have access or use of any other Lexis for Microsoft software product. In order to ensure the proper operation of Your Subscribed Product in accordance with its written documentation, LN will provide you with patches, bug fixes, corrections and minor enhancements ("Updates") during the Term. Updates will be provided free of charge as they become commercially available from LN. Your failure to promptly install Updates may resul.t in the voiding of LN's warranty set forth in Section 6. LN will also provide you with feature or functionality enhancements to Your Subscribed Product (an "Upgrade") free of charge as such Upgrades become commercially available from LN. LN's distribution of Upgrades and/or Updates to you does not entitle you to use more copies of Your Subscribed Product than the number of Authorized Users for which you have a valid subscription. This license, including the release of any Update or Upgrade to Your Subscriber Product, does not entitle you to have access to or use of any other Lexis for Microsoft software product. If you wish to subscribe to any other Lexis for Microsoft software product, you must execute an Addendum with LN which contains the appropriate terms of use and charges for the applicable Lexis ,for Microsoft software product. Your use of an Upgrade or Update is licensed in accordance with the terms and conditions of this L- ULA. 4.2 LN is not obligated to provide Support Services for any Software (a) that has been provided to you free of charge, (b) that has been altered other than by LN or at.LN's direction, or (c.) that is more than two versions out of date. 4.3 LN retains the right to change or modify the Support Services offered herein at any time and from time to time upon thirty (30) days' written notice to you. In the event any such changes materially adverse effects the Support Services, you may terminate the Addendum and this EULA upon 1.0 dayswritten notice to LN. 5. YOUR RESPONSIBILITIES. 5.1 The Support Services do not include, and you must provide at your expense unless otherwise expressly agreed by you and LN in writing: (a) installation, testing, and operation of the Software and all Upgrade and/or Updates; (b) isolation and documentation of Software Problems; (c) intranet resources, backup and restoration of your systems; and (d) modems and Internet' access' for LN's remote access and diagnosis of Software Problems, when necessary. ND: SLGovt-LexisMicrosoft0fficeAdm-Sep2011 ID# 4851-1107-6362 i ND: CityofMiami-LMO-Sept2011-1 ID# 4847-4369-8954 CAH:20Sept2011 (2011.09 LMO) © 2011 LexisNexis. All rights reserved. 5.2 LN is not responsible for products provided to you by third parties, whether or not LN recommended them or assisted in their evaluation, selection, or supervision. The failure of those products or their respective suppliers to meet you requirements will not affect either party's obligations under this EULA. • 6. LIMITED WARRANTY. During the Term, LN warrants that the Software will operate substantially in accordance with the documentation provided, unless performance problems are the result of hardware failure, improper use, or modification by you or your agents or contractors or due to your failure to install all Updates. If the Software does not so operate, your exclusive remedy and LN's sole obligation under this warranty shall be, in LN's sole discretion, either to replace the Software, to provide you with a bug fix or patch, or to refund the purchase price paid for the current version of the Software. LN further warrants that Software Support will be performed. in a professional manner, consistent with industry standards. EXCEPT AS SET FORTH ABOVE, LN DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LN DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE, UPGRADE OR UPDATE WILL MEET ANY PARTICLLAR REQUIREMENTS OR NEEDS YOU MAY HAVE, THAT THE SOFTWARE, UPGRADE OR UPDATE (INCLUDING SOFTWARE WHICH LN CREATES OR MODIFIES. FOR YOU) WILL OPERATE UNINTERUPTED OR ERROR -FREE, OR THAT THE SOFTWARE, UPGRADE OR UPDATE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM, SYSTEM OR APPLICATION. PORTIONS OF THE SOFTWARE HAVE BEEN DEVELOPED BY MICROSOFT CORPORATION AND SUCH PORTIONS AR.E PROVIDED "AS IS." ADDITIONALLY, IF YOU RECEIVED THE SOFTWARE FREE OF CHARGE. THE SOFTWARE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. ALL WARRANTY• DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREfti APPLY TO LN'S SOFTWARE DEVELOPERS, SUBCONTRACTORS AND SUPPLIERS. IT IS THE MAXIMUM FOR WHICH THEY AND LN ARE COLLECTIVELY RESPONSIBLE. 7. FEES AND PAYMENT FOR SUBSCRIPTION. 7.1 Applicable fees and charges for the Software and the support_ services . are.:-seforth, in:.your Lexis foi- Microsoft Office Addendum. Unless otherwise stated, the fees for the subscription do not include any taxes, such as sales, use, or excise taxes. 7.2 In the event LN sends you an invoice for the subscription, you shall pay LN the net amount of each invoice in United States dollars within 45 days after the date of the invoice. If you fail to pay any invoiced amount when due, LN may charge you interest on the unpaid balance from the date of the invoice until the date paid at a rate equal to 1 °'o per month or the Highest rate permitted by law, whichever is lower. In the event you pay th.e fee for the subscription by credit card, LN wil.1 send you a receipt confirming the amount paid and date of expiration of the Term. 8. TERMINATION. Upon termination of the Addendum, you will promptly cease all use of the Software and will return all copies of the Software and documentation to LN or, at the option of LN, certify to LN in writing, signed by an executive officer, that all copies of the Software and documentation have been destroyed. Termination of the Addendum will not be an exclusive remedy and all other remedies will be available to either party whether or not the Addendum is •terminated. LN may terminate this EULA upon 90 days' notice to you in the event LN no longer provides Support Services for the Software. In the event of termination, LN will refund any prepaid but unused fees to you on a pro-rata basis. ND: SLGovt-LexisMicrosoftOffceAdm-Sep2011 ID# 4851-1107-6362 © 2011 LexisNexis. ND: CityOfMiami-LMO-Sept2011-1 ID# 4847-4369-8954 CAH:20Sept2011 (2011.09 LMO) All rights reserved. (' 9. LIMITATIONS OF LIABILITY. NOTWITHSTANDING THE TERMS CONTAINED N THIS EULA, IN NO EVENT AND UNDER NO LEGAL THEORY, LNi CLUDING WITHOUT LIMITATION; TORT. CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL LN, ITS PARENT, AFFILIATES, OR ANY .OF ITS SOFTWARE DEVELOPERS, SUPPLIERS OR SUBCONTRACTORS BE LI-ABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND. INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA. COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF LN HAS BEEN ADVISED OF THE POSSIBI.LITY OF SUCH DAMAGES. UNDER LOCAL LAW, CERTAIN LIMITATIONS MAY NOT APPLY. AND YOU MAY HAVE ADDITIONAL RIGHTS WHICH VARY FROM STATE TO STATE. IN NO EVENT SHALL LN'S LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE. AMOUNT OF THE SUBSCRIPTION PAID BY -YOU FOR THE PRECEDING TERM. 1.0. UNITED STATES GOVERNMENT USE. The Software is Commercial Computer Software provided with RESTRICTED RIGHTS under the Federal Acquisition Regulations and agency supplements to them. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(ii) of. the Rights in System Data and Computer Software. clause at DFAR 252.227-7013 et. seq. or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at DFAR 52.227-19, as applicable. 11. EXPORT RESTRICTIONS. You agree that you will not permit use of or export, directly or indirectly. re- export, divert or transfer the Software in violation of any applicable export control. law or regulation, including without linnitation, the U.S. Export Administration. R.egulations ("Export Controls"). 12. MISCELLANEOUS. 12.1 LN (or its licensor, if applicable) retains sole title to and ownership of the Software and all components, all related information furnished to you under this EULA, and all related copyrights, trade secrets, and other intellectual property. 12.2 LN furnishes products and services to you under this EULA on. a non-exclusive basis. LN may directly or indirectly furnish the same or similar products and services to other parties doing business within or outside the vertical, horizontal, or geographic markets in which you do business: 12.3 All notices required or permitted under this EULA shall be in writing and shall be delivered by any method providing sufficient proof of delivery, except that any notice other than a notice of default or notice of termination may be delivered by facsimile transmission if the original document is also promptly delivered to the recipient. Any notice shall be deemed to have been given on the date of receipt. Notices to .LN shall be sent to the address listed above with a copy to LN, Attention: Customer Legal Services, 9443 Springboro Pike, Miamisburg, OH 45342. Notices to you shall be sent to the address LN has on record. 12.4 Each party shall submit requests for approvals, consents, and waivers to the other party in writing in a .timely manner. No approval, consent, or waiver under this EULA shall be enforceable unless set forth in a writing signed by an authorized representative of the granting party. A waiver of a default of any term of this EULA shall not be construed as a waiver of any succeeding default of that tern or as a waiver of the term itself. A party's performance after the other party's default shall not be construed as a waiver of that default. No approval, consent, or waiver shall be deemed to have been given by implication. and neither party shall be liable for delays in responding to, failures to respond to, or denials of those requests. ND: SLGovt-LexisMicrosoftOfficeAdm-Sep2011 ID# 4851-1107-6362 © 2011 LexisNexis. ND: CityOfMiami-LMO-Sept2011-1 ID# 4847-4369-8954 CAH:20Sept2011 (2011.09 LMO) All rights reserved. 12.5 Each term of this EULA is • severable. If a court, agency, or arbitrator having jurisdiction determines that any term is unenforceable under applicable law, that determination shall not affect the enforceability of the other terms of this EULA. 12.6 This EULA, together with the Lexis for Microsoft Office Addendum, constitutes the complete agreement between the parties concerning this subject, and supersedes all earlier oral and written communications between the parties with respect to this subject. In the event that you -are required to accept any "click -through" license terms at the time of download of the Software or otherwise, the teams of such click -through shall control over any conflicting terms set forth in this EULA. 12.7 Neither party shall assign its rights or delegate its duties under this EULA without the prior written consent of the other party, except that LN may assign this EULA to an affiliate or to its successor by merger or to the transferee of substantially all of its stock or assets. Any assignee or delegatee shall be subject to the same obligations, restrictions, and limitations to. which -the assignor or delegator is subject, and no assignor or delegator shall be • released from liability under this EULA by reason of any such assignment or delegation. This EULA shall be binding on and inure to the benefit of the parties and their respective successors and peamitted assigns. jj ND: SLGovt-LexisMicrosoftOfficeAdm-Sep2011 ID# 4851-1107-6362 © 201.1 LexisNexis. } ND: CityOfMiami-LMO-Sept2011-1 ID# 4847-4369-8954 CAH:2OSept2011 (2011.09 LMO) All rights reserved.