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Home My WebLink About20141435.tiffN6-rth t6A-1112-0 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW/ WORK SESSION REQUEST RE: LexisNexis Agreement Renewal DATE: DEPARTMENT: Information Technology, on behalf of the Weld Sheriff's Office PERSON REQUESTING: Ryan Rose 02 -- Brief description of the problem/issue: LexisNexis provides a product called `Distributed Media Prison Solution'. This is a law library database that is used in the jail and is accessed via a secure kiosk (provided by Touch Legal). The law library updates are provided on a quarterly basis. The BOCC signed an agreement for distributed media prison solutions with LexisNexis in May 2014 (agreement 2014-1435) and renewed for an additional year in 2017. This agreement expired on December 31, 2017. The attached agreement between the Board of Weld County Commissioners on behalf of the Weld County Sheriff's Office provides services from January 1, 2018 through December 31, 2020. The annual fee for the first year of distributed media prison solutions is $11,544 ($962 per month) and the monthly cost for 2019 and 2020 will be $1010 per month ($12,120 per year). What options exist for the Board? (Include consequences, impacts, costs, etc. of options) The Weld County Jail is required by law to provide inmates access to law library services. This provider specializes in prison solutions. Recommendation: It is recommended that the BOCC approve the agreement for a three term. Approve Recommendation Sean P. Conway Julie Cozad Mike Freeman Barbara Kirkmeyer, Pro-Tem Steve Moreno, Chair 14131, Schedule Work Session Other/Comments: c -c. CTCRR/rNw) d%taHr"1vr -1y34- SOOO35 Confidential LexisNexist Agreement for Prison Solutions "Customer": Weld County Sheriffs Office 1 Organization Name (Full Legal Name): WELD COUNTY SHERIFF'S OFFICE 2. Physical Address: City: GREELEY 2110OST State: CO 3. County: WELD 5. Telephone Number: 970-400-3870 7 Invoice Address (email and physical address): 4. Country: USA lip: 80631 6. Fax Number: SAME 8. Name of Contact, Telephone Number and Email Address for the following: Overall Installation: Charles Eggers 970-400-3870 Billing: Policy/Legal Notification: SchedulinglTrai ping: 9. Tax Exempt: ►1 Yes (attach Sales Tax Exemption Certificate) • No 10. Organization Web Address: N/A ceggers@co.weld.co.us 11. ■ If this box is checked, then Customer has requested to be billed and will pay for a whole Order Period at a time. Customer agrees to license the Products listed in the tables below on the terms of this Agreement. `PRISON \ Products) and Pricing SOLUTIONS' - MID DVD T N/A H Acct Number: 0099457312 Qty of checked each 1 of those above: # of Terminals of each of above: those checked 5 Distributed Media Prison Solution ISBN# I Library # Colorado EHD 9684 Check Box if Delivery Address and or Contact Name is same as above Delivery Address: No Changes Contact Name: Monthly ►1 PRISON SOLUTIONS order Periods Annual n 1/1/2018 to 12/31/2018 $962 1/1/2019 to 12/31/2019 _ $1010 1/1/2020 to 12/31/2020 $1010 to $ to $ Corrections Direct Offline cr Online Options Aug2016 I Di/ 4833-5587-8454 v CO 2015 LexisNexis. All rights reserved, Page l of 8 - -- •.--1/41114 tirl1/40t ll,l CUI Kiosks* Quantity Vendor Reoccuring charge per each Shipping & Taxes 1 TOTAL Handling (or N/A) for per each per each Kiosks N/A N/A $N/A A $N/A $N/A $N/A *NOTWITHSTANDING ANYTHING TO THE CONTRARY, CUSTOMER AGREES THAI' I-,N/MB ACT ONLY AS A BILLING AGENT AND HAVE NO LIABILITY OR OBLIGATIONS (IN WARRANTY OR OTHERWISE) FOR THE KIOSKS. Product(s) a. o- & Pricing 'ONLINE ACCESS' - STAFF ONLY N/A N Billgroup #: Total # Government Professionals: Preferred Pricing Materials Source/Menu # Shepards See attached for additional Preferred Materials Product(s) & Pricing. `ONLINE ACCESS' - Staff on Behalf Of Inmate I Inmate Access It N/A Eg Total # Terminals: B>zllgroup #: Preferred Pricing Materials Source/Menu # I Shepards �.�_ .-4-.a _____ O See attached for additional Preferred Materials Customer IP Address Location IP Address ONLINE ACCESS Staff User Name(s) List ID Holder Name ID Holder Email address , S See attached for additional names ONLINE ACCESS Order Periods Monthly ►� Annual U Beginning to [ $ Beginning to $ Beginning to $ Beginning to $ Beginning to $ Corrections Direct Offline or Online Options Aug2016 Di/ 4833-5587-8454 vl O 2015 LexisNexis. All rights reserved Page 2of8 0 Confidential ADDITIONAL TERMS FOR ALL PRODUCTS The following additional terms are for the implementation of any and all Products, whether DP -Type or OS -Type Products. Depending on the type of Product, additional terms in an additional corresponding section below also apply. 1. Preliminary Definitions (other definitions elsewhere herein) 1.1. "Authorized Users" means each of the Customer's employees and inmates under Customer's control and supervision at Customer's facility who are authorized by Customer to access and use the Materials, unless a more specific restriction is applied to a certain Product in additional terms related to that Product in this Agreement. 1.2. "Materials" means the materials available in or through the Product. 1.3. "LexisNexis" or "LN" means LexisNexis, a division of RELX Inc., a Massachusetts corporation. 2. License; Restrictions on Use; Products 2.1. Customer and its Authorized Users are granted a non-exclusive, non- transferable, limited right to access and use the Product made available under this Agreement for legal research purposes. The rights granted to each Authorized User are as follows: 2.1.1. The right to electronically display Materials retrieved through the Product for the Authorized User's individual use to no more than one person at a time; 2.1.2. The right to download or make printouts of Materials using the commands of the Product and to create a single printout of Materials accessed via commands of the Product ("Authorized Printouts"); 2.1.3. The right to retrieve via downloading commands of the Product and store in machine-readable form, primarily for one person's exclusive use, a single copy of insubstantial portions of Materials included in any individual file, provided that storage is for no more than 90 days; however, for 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, the storage need not be limited to 90 days but must comply with other restrictions in this Agreement; and 2.1.4. To the extent permitted by applicable copyright law, the right to make copies of Authorized Printouts and distribute Authorized Printouts and copies. 2.2. Except as specifically provided in Section 2.1, Customer and its Authorized Users are prohibited from downloading, storing, reproducing, transmitting, displaying, copying, distributing, or using Materials retrieved from the Product, and may not print or download Materials without using the commands of the Product. 2.3. Customer and its Authorized Users are not permitted to: 2.3.1. Remove or obscure any copyright notice or other notice or terms of use contained in the Product or Materials; 2.3.2. Use the Product or Materials in any fashion that may infringe any copyright, intellectual property right, or proprietary or property right or interest of LN or its contractors or content suppliers; 2.3.3. Use the Product or Materials to develop a database, infobase, online or similar database service, or other information resource in any media (print, electronic or otherwise, now existing or developed in the future) for sale to or use by others; or 2.3.4. Copy, reverse engineer, decompile, disassemble, derive source code, modify or prepare derivative works of the Product or Materials; or 2.3.5. Use the Product or Materials in a manner that is non -compliant with any applicable laws, rules or regulations. 2.4. The Products, Materials, and feature functionality within the Products may be enhanced, added to, withdrawn, or otherwise changed by LN without notice. 2,5. Proprietary Rights 2.5.1. The Product and Materials and any copyrights, trademarks, patents, trade secrets, intellectual property rights and other proprietary rights in and to the Product and Materials are owned by LN and its contractors and content suppliers. Customer acquires no proprietary interest in the Product, Materials, or copies thereof 3. Pricing; Payment 3.1. Pricing listed in this Agreement does not include any applicable taxes, which shall also be due from Customer (if applicable). 3.2. Customer will have 30 days to pay each invoice. Amounts which have not been paid within 30 days after the invoice date are thereafter until paid subject to a late payment charge at a rate equal to 15% per annum (or, if less, the maximum rate permitted under applicable law). Additionally, I,N shall have the right to terminate this Agreement and retain all sums paid by Customer. Customer shall be responsible for collection costs including, but not limited to, collection agency fees, reasonable attorneys' fees and court costs. 3.3. In the event Customer is a government agency or body, this is a multi- year contract, and sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, LN may terminate this Agreement effective on the last day of the last Order Period that was funded by providing Customer with at least 10 days prior written notice. Customer will not be obligated to make payments for services or amounts incurred after the end of the last funded fiscal period. No penalty or expense shall accrue to Customer in the event this provision becomes effective. 4. Term and Termination 4.1. The term of this Agreement will begin on the first day of the first Order Period specified above and will end on the last day of the last Order Period ("Tel in"). 4.2. Customer may not terminate this Agreement under any teznns related to the Products provided during the Term; provided however, either party may terminate this Agreement during the Term for a material breach by the other. Prior to exercising such right of termination, the non -breaching party must first provide the breaching party with 30 Corrections Direct Offline or Online Options Aug2016 ID# 4833-5587-8454 v O 2015 LexisNexis. All rights reserved Page 3 of 8 days prior written notice setting forth with specificity the nature of the breach. If such breach remains uncured 30 days after the aforementioned breach notice is given, the non -breaching party may terminate immediately upon written notice. If Customer terminates this Agreement pursuant to this Section, then Customer will pay all charges incurred up to the date of termination. 4 3. LN may terminate this Agreement immediately upon written notice to Customer in the event: (i) any subcontracting agreement between LN and its third party suppliers expires or is terminated, (ii) any LN supplier becomes insolvent or makes an assignment for the benefit of creditors, or (iii) any LN supplier is unable or fails to perform the services that are required in order for LN to perform their obligations hereunder. Notwithstanding anything to the contrary in this Agreement, LN may suspend or discontinue providing the Product to Customer or its Authorized Users (in whole or part) without notice and pursue any other remedy legally available to it if Customer fails to comply with any of Customer's obligations hereunder 5. Warranties; Liabilities/Remedies 5.1. LN represents and warrants that it has the right and authority to make the Products available to Customer and its Authorized Users as authorized expressly by this Agreement. 5.2. EXCEPT AS OTHERWISE PROVIDED IN SECTION 5.1, THE PRODUCTS 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, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING. LN DOES NOT WARRANT THE ACCURACY, RELIABILITY OR CURRENTNESS OF THE MATERIALS. 5.3. 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 Products or any Materials available or not included therein, (b) the unavailability or interruption of the Products or any features thereof or any Materials, (c) Customer's or an Authorized User's use of the Product or Materials regardless of whether Customer received any assistance from a Covered Party in using the Product or Materials), (d) the loss or corruption of any data or equipment in connection with the Product, (e) the content, accuracy, or completeness of Materials, all regardless of whether Customer or an Authorized User received assistance in the use of the Product or Materials from a Covered Party, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any content referred to in the Materials. 5.4. "Covered Party" means (a) LN, its affiliates including Matthew Bender, and any officer, director, employee, subcontractor, agent, successor, or assign of LN or its affiliates; and (b) each third party supplier of Materials, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of Materials or any of their affiliates. 5.5. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES ARISING OUT OF OR RELATING TO THE PRODUCTS OR MATERIALS OR THIS AGREEMENT, REGARDLESS OF THE Confidential NATURE OF THE CAUSE OF ACTION, WHETHER IN ONE CLAIM OR IN MULTIPLE CLAIMS, EXCEED THE LESSER OF CUSTOMER'S ACTUAL DIRECT DAMAGES OR THE AMOUNT CUSTOMER PAID FOR THE PRODUCT IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. CUSTOMER'S RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH CUSTOMER OR ITS AUTHORIZED USERS MAY HAVE AGAINST ANY COVERED PARTY. 5.6. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COVERED PARTIES SHALL NOT BE LIABLE (WHETHER RELATED TO STATUTE, TORT, STRICT LIABILITY, CONTRACT, BREACH OF WARRANTY OR OTHERWISE) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, EVEN IF A COVERED PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE PRODUCT, MATERIALS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO INDEMNITY OBLIGATIONS OR CUSTOMER'S (AND ITS AUTHORIZED USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO LN OR ITS THIRD PARTY SUPPLIERS. 5.7. LN ALSO SHALL NOT BE LIABLE FOR, AND SHALL BE EXCUSED FROM, ANY FAILURE TO PERFORM OR DELAY IN PERFORMANCE DUE TO CAUSES BEYOND THEIR REASONABLE CONTROL, INTERRUPTIONS OF POWER OR TELECOMMUNICATIONS SERVICES, ACT OF WAR, TERRORISM OR NATURE, GOVERNMENTAL ACTIONS, FIRE, FLOOD, NATURAL DISASTERS OR SIMILAR EVENTS. 5.8. If there is a breach of the warranty in Section 5.1 above, then LN at its option and expense, shall either defend or settle any action and hold Customer 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 Products or Materials, asserted against Customer by such third party (excluding any decisions or advice made or given as a result of the use of or reliance upon the Materials) provided: (i) all use of the Products and Materials was in accordance with this Agreement; (ii) the claim, cause of action or infringement was not caused by Customer or its Authorized Users; (iii) Customer gives LN prompt notice of any such claim; and (iv) Customer gives LN the right to solely control and direct the investigation, defense and settlement of each such claim. Customer, at LN's expense, shall reasonably cooperate with LN in connection with the foregoing. 5.9. Should the Product or the operation thereof or Materials become, or in the opinion of LN be likely to become, the subject of a claim of infringement, Customer shall permit LN, at its sole option and expense, either (i) to procure for Customer the right to continue using the Product or Materials, (ii) to replace or modify the same so that it becomes non -infringing; or (iii) terminate Customer's use of the Product (thus, terminating the portion of this Agreement related to the related Product) upon notice to Customer and grant Customer a pro - Corrections Direct'0ffline or Online Options Aug2016 1D# 4833.5587-5454 vl ® 2015 LexisNexis. All rights reserved. Page 4 of rata refund or credit (whichever is applicable) for any pre -paid fees or fixed charges. 5.10. The provisions of Sections 5.8 and 5.9 shall constitute Customer and its Authorized Users sole and exclusive remedy for the respective matters specified therein. 5.11. LN shall have no responsibility to Customer under this Section 5 with respect to any use of the Products or Materials in a manner not authorized by this Agreement; or for any abuse or modification of the Products or Materials by Customer or its Authorized Users. 5.12. Customer, at its expense, shall defend, or at its option, settle and hold LN harmless for any action or proceeding of any kind or description based upon a third party's claim arising from or related to employees or inmate's use or misuse of the Product or any other online service the employees or inmates are able to access via the Product provided (1) the claim or cause of action was not caused by LN; (ii) Customer is given prompt notice of any such claim; and (iii) Customer is given the right to control and direct the investigation, defense and settlement of each such claim to the fullest extent permitted by law. LN, at the expense of Customer, shall reasonably cooperate with Customer in connection with the foregoing. If notified promptly in writing of any claim, demand or a judicial action brought against LN based on an allegation the employees or inmate's use or misuse of the Product or any other online services accessed via the Product constituted the claim, injury or cause of action, then Customer will pay all costs, including reasonable attorneys' fees, associated with resolving such claim and will pay the judgment or settlement amount (if any). 5.13. On an annual basis, and upon 10 days written notice from LN, Customer will reasonably cooperate with LN to audit to ensure that the Customer's and its Authorized User's requirements under this Agreement are being fulfilled. Any audit will be during Customer's normal business hours and at a mutually agreeable date and time and will be conducted in a manner such that it shall not unreasonably impact Customer's business operations. 6. Miscellaneous 6.1. Subject to any state open records or freedom of information statutes, this Agreement contains confidential pricing information of LN. Customer understands that disclosure of the pricing information contained herein could cause competitive harm to LN, and will receive and maintain this Agreement in trust and confidence and take confidence and take reasonable precautions against such disclosure to any third person. This Section will survive the termination or expiration of this Agreement. 6.2. If LN accepts an order for a Product on a purchase order issued by Customer ("PO"), the terms and conditions of the PO are for Customer's internal purposes only and shall in no way modify or affect the terms of this Agreement. 6.3. Except as otherwise provided herein, all notices and other communications hereunder shall be in writing or displayed physically on or near, or electronically in, the Product. Furthermore, this 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 L Confidential such signatures include digital certifications or are otherwise authenticated. 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. 6.4 This Agreement contains the entire agreement between 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. This Agreement may be amended only by a writing signed by both parties. Notwithstanding the foregoing, LN may change the license terms immediately upon written notice to Customer. If any changes are made to this Agreement, such changes will: (a) only be applied prospectively; and (b) not be specifically directed against Customer or its Authorized Users but will apply to all similarly situated LN customers using the Product or the Materials therein (as applicable). Customer may terminate this Agreement upon written notice to LN if any such change to terms and conditions is unacceptable to Customer. For termination to be effective under this Section, written notice of termination must be provided to LN within 90 days of the effective date of the change. Continued use of the Product following notice of the change shall constitute its acceptance of the change. 6.5. The sections ofthis Agreement that by their nature survive termination or expiration of this Agreement shall so survive termination or expiration of the Agreement. 6.6. The failure ofIN or any third party supplier 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. 6.7. Each third party supplier of Materials has the right to assert and enforce these provisions directly on its own behalf as a third party beneficiary. 6.8. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado regardless of the law that might otherwise apply under applicable principles of conflicts of law. 6.9. This Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this 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 Agreement. 6.10. Neither Customer nor any Authorized User may assign rights or delegate duties under this Agreement without the prior written consent of LN, which consent shall not be unreasonably withheld. This Agreement and pricing herein is preferred pricing that is based on the overall characteristics that the listed customer has represented and the Products and Materials subscribed to hereunder. This 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. ADDITIONAL TERMS FOR DP -TYPE PRODUCTS Corrections Direct Offline or Online Options Aug2016 1D# 4833-5587-8454 v i © 2015 LexisNexis. All rights reserved. Page 5 of 8 Confidential The following terms are additional terms for the implementation of DP -Type Products. For DP -Type Products, the terms for all Products in the additional corresponding section above also apply. If there is a conflict between the below terms and any other terms in this Agreement for this particular DP - Product, the below terms will control. LN and Matthew Bender & Company, Inc. ("MB") provide DP -type Products. 1. Preliminary Definitions (other definitions elsewhere herein) "Product" includes the Distributed Product (or "DP") that includes the Materials and the Distributed Media on or through which the Materials are provided to the Customer by LN/MB. 1.2. "Distributed Media" means the set of one or more DVDs and/or External Hard Drives provided by LN/MB to Customer that contains the Materials. II. DP -Type Service II.1. During the Term, LN/MB will provide Customer and its Authorized Users with access to and use of the Product. The number of copies of the Product and the delivery locations for such Product are set forth above. 1I.2. LN/MB will use reasonable efforts to update the Distributed Media on monthly or quarterly basis (depending upon the materials). II.3. Customer understands and acknowledges that LN/MB may use one or more of its approved subcontractors to install any Kiosk Prison Solution ordered. III. Pricing; Payment I1I.1. In exchange for access to and use of the Distributed Media, Customer will pay LN/MB the charges set forth above, which includes all charges for shipping and handling. 1I1.2. MB will serve as LN's billing agent during the Term. MB will provide Customer with one consolidated invoice for the Distributed Media which shall be provided to Customer as set forth above. Customer will pay the commitments to MB and MB will remit to LN that portion of the commitments that is due to LN under this Agreement. IV. Termination IV.1., Upon termination of this Agreement, at the direction of LN/MB, Customer will either cease all use of and destroy the Distributed Media, or return the Distributed Media to LN/MB at LexisNexis, 701 East Water Street, Charlottesville, Virginia 22902, or such other address as LN/MB may direct. V. Warranties; Liabilities/Remedies; other V.I. CUSTOMER'S EXCLUSIVE REMEDY AND LN/MB'S SOLE OBLIGATION WITH RESPECT TO DEFECTIVE DISTRIBUTED MEDIA WILL BE THE RIGHT TO RETURN THE DEFECTIVE DISTRIBUTED MEDIA FOR A REPLACEMENT COPY AT NO ADDITIONAL CHARGE. V.2. ALL REFERENCES IN THE "ADDITIONAL TERMS FOR ALL PRODUCTS" SECTION ABOVE TO LN SHALL BE READ AS LN/MB AS IT RELATES TO THE DP -TYPE PRODUCTS. ADDITIONAL TERMS FOR OS -TYPE PRODUCTS The following terms are additional terms for the implementation of OS -Type Products. For OS -Type Products, the terms for all Products in the additional corresponding section above also apply. If there is a conflict between the below terms and any other terms in this Agreement for this particular OS -Product, the below terms will control. LexisNexis, a division of RELX Inc. ("LN") provides OS -type Products. A. Preliminary Definitions (other definitions elsewhere herein) A.1. "Product" includes the service (or "OS") that includes the Materials and the Online Services on or through which the Materials are provided to the Customer by LN. A.2. "Online Services" means the online services provided by LN to Customer that contains the Materials. B. Additional License Terms for types of OS Access B.1. STAFF ACCESS (additional terms for Staff on Behalf of Inmates access and Staff Only access, as may be provided pursuant to this Agreement) B.1.1. This Section B.1 relates only to the Customer's Billgroups and locations (the "Staff on Behalf of Inmates Participating Billgroups," the "Staff Only Participating Billgroups," collectively, the "Staff Participating Billgroups") set forth in this Agreement and the Authorized Users under the Staff Participating .Billgroups. B.1.2. For Staff Participating Billgroups, an "Authorized User" is further restricted to mean only individuals to whom Customer assigns an LN identification number under a Staff Participating Billgroup ("LN ID"). Such Authorized Users may only be Customer's employees, temporary employees, and contractors. B.1.3. Customer agrees that each LN ID may only be used by the Authorized User to whom it is assigned and may not be shared with or used by any other person, including other Authorized Users. Customer will manage its roster of Authorized Users and will promptly notify LN to deactivate an Authorized User's LN ID if the Authorized User no longer works for Customer or Customer otherwise wishes to terminate the Authorized User's access to the Online Services. Customer is responsible for all use of the Online Services accessed with LN IDs, including associated charges, and for use of the Online Services by temporary employees and contractors to the same extent as if they were Subscriber's employees. Customer will implement policies and procedures to prevent unauthorized use of LN IDs and will immediately notify LN, in writing, if it suspects that an LN ID is lost, stolen, compromised, or misused. B.1.4. Customer certifies that on the date this Order is signed by Customer there are the number of staff professionals as set forth above (the "Reference Number") in Customer's organization. Upon the request of LN, Customer will recertify to the Reference Number. B.1.5. In consideration of Customer's payment to LN of the commitment amounts specified above, the Staff Participating Billgroups will be provided access to and use of certain Materials, products, services and features, identified by source/menu number above as available in the Online Services. If Customer is an existing LN customer and this is a revision to Customer's Materials for Staff and commitment, fees will be prorated for the month (or other period as indicated) in which the Corrections Direct Offline or Online Options Aug2016 ID# 4833-5587-8454 vl © 2015 LexisNexis. All rights reserved. Page 6 of 8 change becomes effective if the change occurs other than on the first day of the month (or other period as indicated). B.1.6. At no additional charge, the Staff Participating Billgroups may do offline printing, online printing and saving to disk of Materials related to the type of access provided for under this Agreement, as shown above. 13.2. INMATE ACCESS (additional terms for Inmate access, as may be provided pursuant to this Agreement) B.2.1. This Section 112 relates only to the Customer's BilIgroups and locations (the "Inmate Participating BilIgroups") set forth in this Agreement and the Authorized Terminals under the Inmate Participating BilIgroups. B.2.2. "Authorized Terminals" means an individual computer (e.g., laptop, workstation, etc.) kiosk or dumb terminal for which there is embedded an LN identification number to access the LN Online Services under an Inmate Participating Billgroup ("LN ID"). For Inmate access, "Authorized Users" are restricted to only Customer's employees and inmates under Customer's control and supervision accessing and using the Online Services via the Authorized Terminals. B.2.3. Customer is responsible for all use of the Online Services accessed via the Authorized Terminals, including associated charges, and for use of the Online Services by temporary employees and contractors to the same extent as if they were Customer's employees and inmates. Customer will implement policies and procedures to prevent unauthorized use of the Authorized Terminals and LN IDs and will immediately notify LN, in writing, if it suspects that an LN ID is lost, stolen, compromised, or misused. B.2.4. Customer certifies there are only up to the number of Authorized Terminals listed in this Agreement above that are available for inmates to access and use the LN Online Services. Customer agrees that pricing provided to Customer depends in part on the number of Authorized Terminals. At the request of LN from time to time, Customer will re -certify in writing the then -current number of Authorized Terminals. If there is a change in the number of Authorized Terminals during the Term, LN may, in its sole discretion on at least 30 days prior written notice to Customer, increase or decrease the commitment listed above by an amount that does not exceed, on a percentage basis, the change in the number of Authorized Terminals. In this Agreement above, Customer will list the total number of facilities (unique locations) and total inmate population for all facilities. Customer hereby certifies that each LN ID may only be used by the Customer facility and Authorized Terminal to which it is assigned and may not be shared with or used by any other facility or on any other Authorized Terminal. B.2.5. In consideration of Customer's payment to LN of the commitment amounts specified above, the Inmate Participating BilIgroups will be provided access to and use of certain Materials, products, services and features, identified above by source/menu number as available in the Online Services. _f Customer is an existing LN customer and this is a Confidential revision to Customer's Materials and commitment, fees will be prorated for the month (or other period as indicated) in which the change becomes effective if the change occurs other than on the first day of the month (or other period as indicated). 112.6. Access to the Product will not include any email, fax or download capabilities to address security concerns inherent in allowing inmates to access and use online services via the Internet. 112.7. The parties acknowledge certain security concerns inherent in allowing prisoners to access and use the LN online services via the Internet. Accordingly, during the Term, Customer shall implement and maintain certain online security standards by using equipment and system settings that provide blocking an inmate's use of: (i) navigation Universal Resource Locators ("URLs") outside of intended product scope; (ii) manipulation of URL strings through the product browser; and (iii) web email links. Customer is responsible for limiting access to servers and URLs defined by LN and such servers and URLs may be changed from time to time by LN. Customer will make changes as needed or requested, but will maintain the responsibility of an inmate's access through its system. Customer shall maintain industry standard online security procedures and in the event such standards vastly improve, then Customer will use reasonable commercial efforts to meet or exceed such standards with respect to use of the LN services. LN may require a third party facility security assessment before service is started or re -instatement of service after a security issue. LN may require a first party security questionnaire be completed before service is started as stated in this Agreement. B.2.8. Customer will provide to LN the Internet Protocol address(es) ("IP Address(es)") available for each facility location that will be accessing the LN services in the table on the Configuration and Pricing Sheet. LN may periodically and at request of Customer review failed authentication reports of these IP Address(es) or monitor them to assure that correct materials of the Online Services are being accessed by only those locations authorized or any access to unauthorized websites or email services. B.2.9. Customer agrees that they are providing access specifically for inmates only and that no other LN service(s) may be used by, or on, behalf of an inmate. If Customer has normal accounts outside of inmate access, Customer must maintain a separation of accounts. It is also agreed that Customer shall not provide any inmate the authentications credential(s) (this includes just the product ID without a password) or access to any electronic or paper records that provide LN billing information. B.2.10. Notwithstanding the foregoing in Sections B.2, in the event LN becomes aware of any abuse, misuse or security breach situations of the LN services or any Materials contained therein, then LN reserves the right to immediately suspend all facility access without notice until such incident is resolved to LN's satisfaction, Customer agrees that the resolution may require documented and certified proof of correction. Customer takes responsibility for any security breach or situation where an inmate has access to something prohibited. SIGNATURES TO AGREEMENT LN accepts this Agreement on its own behalf and as authorized agent for each of the other companies that provide Products under this Agreement. LN's agency is described the relevant term section above. Agreed to and accepted by: Corrections Direct Offline or Online Options Aug2016 ID# 4833-S587-8454 vl © 2015 LexisNexis. All rights reserved. Psae7of8 Confidential Board of Weld County Commissioners on behalf of LexisNexis, a division of RELX Inc. Weld County Sham's Office SIGNED: PRINTED: Steve Moreno TITLE: DATE: Chair. County Commissioners JAN 1 2313 SIGNED: PRINTED: TITLE: DATE: Anders Ganten Sr Director Government & Corrections 1/23/18 THIS AGREEMENT DOES NOT BIND EITHER PARTY IINTII. IT HAS BEEN ACCEPTED BY BOTH PARTIES. LEXISNEXIS MAY ACCEPT THIS AGREEMENT BY SIGNING ABOVE OR BY PERFORMING THIS AGREEMENT. THE PRICES AND OTHER TERMS IN 'DRS AGREEMENT ARE SUBJECT TO CHANGE CUSTOMER HAS NOT SUBMITTED A SIGNED COPY OF TIES AGREEMENT TO I.EXISNEX IS ON OR BEFORE THE BEGINNING OF THE FIRST ORDER PERIOD UNDER THIS AGREEMENT. To IMPLEMENT THIS AGREEMENT ON THE FIRST DAY OF A MONTH, LEXISNEXIS MUST RECEIVE A COPY OF THIS AGREEMENT SIGNED DV CURT0MER (IN OR BEFORE THE 20' DAY OF 'THE PRECEDING MONTH Account Representative Name: Kim Shields Account Representative Number: 63T 4833-5587-8454, v. I Corrections DIIIRI Online or OnlinoOpItont Au5,1d III II?4 01)-5587-R15N v1 2DIti Is All rights recestvd. Pegc 8 uri Qo l I-1- l' -1 35C i ) ekkazit n)-4t-Q.e-// BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW/ WORK SESSION REQUEST RE: LexisNexis Agreement Extension Renewal DATE: December 8, 2016 DEPARTMENT: Information Technology, on behalf of the Weld Sheriffs Office PERSON REQUESTING: Ryan Rose Brief description of the prohlem/issue: LexisNexis provides a product called `Distributed Media Prison Solution'. This is a law library database that is used in the jail and is accessed via a secure kiosk (provided by TouchLegal). The law library updates arc provided on a quarterly basis. The Weld County Jail is required to provide inmate access to law library services. The BOCC signed an agreement for distributed media prison solutions with LexisNexis in May 2014 (agreement 2014-1435). The attached extension is for an additional one year agreement from January 1 through December 31, 2017. The annual fee for distributed media prison solutions for 2017 is $11,004 ($917 per month). What options exist for the Board? (Include consequences, impacts, costs, etc. of options) The Weld County Jail is required to provide inmates access to law library services. This provider specializes in prison solutions. Recommendation: It is recommended that the BOCC approve the extension agreement for an additional term. Mike Freeman, Chair Sean P. Conway Julie Cozad Steve Moreno Barbara Kirkmcyer Approve Recommendation ‘f - Schedule Work Session Other/Comments: /64,4,e, /a-02-/- /6 so 003 CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN THE WELD COUNTY SHERIFF's OFFICE AND LEXISNEXIS This Agreement Extension/Renewal ("Renewal"), made and entered Into // day of December, 2016, by and between the Board of Weld County Commissioners, on behalf of the Weld County Sheriffs Office, hereinafter referred to as the "Sheriff's Office", and LexisNexis, hereinafter referred to as the "Contractor". WHEREAS the parties entered Into an agreement (the "Original Agreement"( identified by the Weld County Clerk to the Board of County Commissioners as document No. 2014-1435, approved on May 12, 2014. WHEREAS the parties hereby agree to extend the term of the Original Agreement In accordance with the terms of the Original Agreement, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, In consideration of the premises, the parties hereto covenant and agree as follows: The Original Agreement was renewable annually through December 2016, with annual payments of $10,788. The parties agree to extend the Original Agreement for an additional 1 year period, which will begin January 1, 2017, and will end on December 31, 2017, for the amount of $11,004 as outlined in Attachment A. The Renewal, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the Contract Documents: 1. The monthly commitment changed from $899 to $917. All other terms and conditions of the Original Agreement remain unchanged. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. CONTRACTOR: LexisNexist%sh Roslan Printed Name Signature ATTEST: Weld Co By: Deputy Clerk to Pricing Analyst BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Mike Freeman, Chair AS TO DEC 19 2016 Official or Department Head RESOLUTION RE: APPROVE AGREEMENT FOR DISTRIBUTED MEDIA PRISON SOLUTIONS AND AUTHORIZE CHAIR TO SIGN - LEXIS/NEXIS WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Agreement for Distributed Media Prison Solutions between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Information Technology for the Sheriff's Office, and LexisNexis, commencing May 1, 2014, and ending December 31, 2016, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Agreement for Distributed Media Prison Solutions between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Information Technology for the Sheriff's Office, and LexisNexis be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 12th day of May, A.D., 2014, nunc pro tunc May 1, 2014. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST(.,I d �iC, C ../' ; k Weld County Clerk to the �Boaa`rD BY D -p APPRO y Clerk to the B ounty Attorney CUSED an P. Conway Mike Fr William Date of signature: 6/*PI PI et aa-i SO (KH4 6) H cia 2014-1435 SO0035 MEMORANDUM TO: Esther Gesick, Clerk to the Board May 8th, 2014 FROM: Ryan Rose, Chief Information Officer SUBJECT: Touch Legal Inc. ancaxis/NexisSoftware and Hardware Maintenance Renewal Touch Legal Inc. provides hardware kiosks systems to the Weld County jail. The kiosks provide access to a fully compliant electronic law library to the inmate population. The kiosks use a shatter -proof touch screen that allows inmates to easily access legal data and research materials as mandated by law. The kiosks are completely contained systems which prevent ANY internet access. Lexis Nexis is the provider of the Law Library database that TLI leverages on the kiosks. It is recommended that the BOCC approve the $11,000 for the remainder of fiscal year 2014 and the specified $16,500 for fiscal year 2015. 2014-1435 STI.l LexisNexisTM April 10.2014 Weld County Sheriff's Office To Whom It May Concern:: LN has executed the attached contract with the express condition that it is counter -signed by Weld County Shet itTs Office without any alterations or modifications whatsoever. Any such changes shall be considered a counteroffer and will render the contract void. If you have any questions, please contact Veronica Vraneuta, your account representative at 916-380-8729. Sincerely, G( Brian K. Cummin Federal Compliance Manager Confidential LexisNexis• NEW CUSTOMER ®EXISTING CUSTOMER PRISON SOLUTION ORDER "Customer": Weld County Sheriffs Office Account Number: 0099457312 Customer agrees to purchase or license the Products listed in the table below on the terms of this Order. PRODUCT LN COMPANY Distributed Media Prison Solution LN/MB ITEM # SPECIFY PRODUCT ISBN #/LIBRARY# 1 2 3 4 DOCUMENT TITLE WHERE TO FIND IT Configuration and Pricing Sheet See page 2 Customer information Sheet See page 4 Terms for Ordered Products See page 5 The Additional Documents are part of this Order. The LN Companies may make certain teens and other information in connection with this Order available on the World Wide Web at one or more sites the LN Companies identify. Customer acknowledges that it has access to the World Wide Web. This Order, the Additional Documents, and any materials referenced in the Additional Documents state the complete agreement between Customer and the LN Companies concerning this subject, and supersede all earlier oral and written communications between them concerning this subject. LexisNexis accepts this Order on its own behalf and as authorized agent for each of the other LN Companies that provides Products under this Order. LexisNexis's agency is described in detail in the Common Terms referenced in the Terms for Ordered Products. Agreed to and accepted by: Board of Weld County Commissioners on behalf of Customer: Weld County Sheriffs Office SIGNED: L,7 � PRINTED: Douglas Rademacher TrrLE: Chair DATE: MAY 12 2014 LexisNexis, a division of Reed El vier Inc. SIGNED: PRINTED: lL 194.4.4 dicS I�r7 . CBM-r+U /Mi Le- /1"GA� V/ to/ it'll/ THIS ORDER DOES NOT BIND EITHER PARTY UNTIL IT HAS BEEN ACCEPTED 1) BY BOTI I PARTIES. LIiXISNEXIS MAY ACCEPT THIS ORDER BY SIGNING ABOVE OR BY PERFORMING TIM ORDER. Ti IC PRICES AND Oi l IER TERMS IN 'o ITS ORDER Altr tit'mi ( "I' TO CHANGE IF CUSTOMER I IAN NOT SUBMITTED A SIGNED COPY OF 'mis ORDER TO LEXISNExls ON OR BEFORE. THE BEGINNING OF THE. FIRST ORDER PERIOD UNUI-R 11115 ( )Itl11iF. To IMPLEMENT TIES ORDER ON TI IE FIRST DAN' OF A MONTH, I.EXISNEXLS MUST RECEIVE A COPY O1' THIS ORDER SIGNED BY CUSTOMER ON OR BEFORE. 171(: 2(1""" DAY oF THE PRECEDING MONTH. Account Representative Name: Veronica Vrancuta Account Representative Number: W4 1 SI(io l-TotalSohUnnu-I>ist;ibWcdMcthaPtisonSohdiun-Ilec2(11I 1110 .1828-SSRI.1S1I All It& .7c/ •-./1/35 Confidential 40- LexisNexis. Configuration and Pricing Sheet This Sheet is part of the Order. See the Terms for Ordered Products for important terms related to each line item. TERM The term of this Order will begin the month in which delivery of the Distributed Media Prison Solution is delivered to Customer and will continue for 32 months (the "Term"). ORDER PERIOD 5/1/2014 To 12/31/2014 1/1/2015 To 12/31/2015 1/1/2016 To 12/31/2016 TO TO LING ITF;11 1 -DISTRIBUTED MEDIA PRISON SOLUTION LexisNexis, a division of Reed Elsevier Inc. ("LN") and Matthew Bender & Company, Inc. ("MB") provide this Product. Closed Offer: (prices valid for 30 days from date of proposal) Total Monthly Commitments Customer understand and acknowledges the prices offered in this Order are based in part on the number of access points, computers or terminals used to access the Distributed Media Prison Solution. Customer hereby certifies there will be 5 access points, computers or terminals used to access the Distributed Media Prison Solution. At the request of LN Customer will re -certify to the number of access points, computers or terminals used to access the Distributed Media Prison Solution. If the net number of access points, computers or terminals used to access the Distributed Media Prison Solution increases, LN reserves the right to increase the price on the first day of any calendar month following such increase by giving Customer at least ten days prior written notice. Customer hereby subscribes to the following Distributed Media Prison Solution: Number Distributed Media Description Kiosk Solution(s)* DVD Solution(s) 5 Replaceable Hard Drive Solution(s) Total Monthly Commitment for the above selections for the first Order Period Total Monthly Commitment for the above selections for the second Order Period Total Monthly Commitment for the above selections for the third Order Period Total Monthly Commitment for the above selections for the fourth Order Period Total Monthly Commitment for the above selections for the fifth Order Period $866 $899 $899 $ $ * Kiosk/Hardware may be leased or purchased. If purchased, a Bill of Transfer will be attached to this Order Form. 4. Billing Period. In exchange for access to and use of the Distributed Media Prison Solution(s) specified above, Customer shall pay the monthly fees listed above beginning the month in which delivery of the Distributed Media Prison Solution is delivered to Customer and continuing for the duration of the Term SLGovi- oialSolutions-DistribuledMediaPrisonSohdion.l)cc201I lOll4828.5681-1534 D 2011 I..exisNexis. All rights reserved. Page 2 of 7 Confidential 5. Delivery Information: Ship to Account Number: Delivery Address For Each Distributed Media Set and Contact Name Maximum Number of Workstations For This Location 0099457312 5 Complete Description of Law Library Information on Distributed Media Included in this proposal: • LN will use reasonable commercial efforts to maintain the currency of the legal materialsvia periodic updates Existing Colorado EHD SI.Gonl.rolalSnlnliortss-I)islributedMedinYrisimsolutkm-I)ee2.0I I IDH 4828-5481.1514 e -•-• - O2011 l.exisNexis. MI rights reserved. Pane 3 of 7 Confidential LexisNexis° CUSTOMER INFORMATION (Please type or print): 1. Organization Name (Full Legal Name): 2. Physical Address: City: Customer Information Sheet WELD COUNTY SHERIFF'S OFFICE --EXISTING CUSTOMER # 0099457312 3. County: WELD 5. Telephone Number: 7. Invoice Address (email and physical address): State: CO Zip: 4. Country: USA 6. Fax Number: 8. Name of Contact, Telephone Number and Email Address for the following: Installation: Billing: Policy/Legal Notification: Schedu I ing/frai ning: 9. Parent Company (if applicable): 10. Type of Organization (Cheek/complete all that apply): ❑ Publicly Traded Company: Ticker Symbol: ❑ Private Corporation: ❑ Sole Proprietor O Law Firm: No. of Attorneys: No. of Employees: No. of years in business: If less than 6 months at an address, provide previous address: 11. Business/Professional License No: 12. Employer Identification Number: Exchange: ❑ I ;aimcrship/LL.C Practicing Area of Law: No. of years at address: 13, Date Issued/Expiration Date: 14. issuing State: 15. Dun & Bradstreet No. or Martindale -Hubbell Rating: 16. Tax Exempt: D Yes (attach Sales Tax Exemption Certificate) O No 17. Organization Web Address: SLGovt-i'otnJSoluHon-INslribnlndMediaPrisoiiSohairni-Dec201I 113114f12ft-5681-1534 T 02011 1.cxisNexis. ,__ All rights reserved. Pane 4 of 7 Confidential LexisNexis Terms for Ordered Products These Terms are part of the Order. LINE ITEM 1 . DISTRIBUTED MEDIA PRISON SOLUTION? The following terms arc for the implementation of this Product as described in the corresponding line item of the Configuration and Pricing Sheet. LexisNexis, a division of Reed Elsevier Inc. ("LN") and Matthew Bender & Company, Inc. ("MB") provide this Product. 1. Definitions 1.1 "Authorized Users" means each of the civilian librarians and inmates at Customer's facility who are authorized by Customer to access and use the Distributed Media. 1.2 "Distributed Media" means the set of one or more DVDs and/or External Hard Drives provided by LN/MB to Customer that contains the Law Library Information. 1.3 "Law Library Information" means the legal content that is owned or licensed by LN/MB that is contained on the Distributed Media as described on the Conliguration and Pricing Sheet. 2. Services During the Term, LN/MB will provide Customer and its Authorized Users with access to and use of the Distributed Media. The number of copies of the Distributed Media and the delivery locations for such Distributed Media are set forth on the Configuration and Pricing Sheet. 3. Term of Order; Termination 3.1 The Term of this Order is set forth on the Configuration and Pricing Sheet. 3.2 Either LN/MB, on the one hand, or Customer, on the other hand, may terminate this Order for a material breach. Prior to exercising such right of termination, the non -breaching party must first provide the breaching party with 30 days prior written notice setting forth with specificity the nature of the breach (the "Breach Notice"). If such breach remains uncured 30 days after the Breach Notice is given, the non -breaching party may terminate immediately upon written notice. 3.3 LN/MB may terminate this Order immediately upon written notice to Customer in the event: (i) any subcontracting agreement between LN and its third party suppliers ("Suppliers") of Prison Solution software or hardware expires or is terminated, (ii) any Supplier becomes insolvent or makes an assignment for the benefit of creditors, or (iii) any Supplier is unable or fails to perform the services that arc required in order for I.N/MB to perform their obligations hereunder. 3.4 IN/MB retains ownership of the Distributed Media. Customer will retain ownership of any computer hardware at the end of one year or the first order period, whichever is later. Upon termination of this Order, at the direction of LN/MB, Customer will either cease all use of and destroy the Distributed Media, or return the Distributed Media to LN/MB at LexisNexis, 701 East Water Street, Charlottesville, Virginia 22902. 4, Pricing; Payment Terms 4.1 In exchange for access to and use of the Distributed Media, Customer will pay LN/MB the charges set forth on the Configuration and Pricing Sheet (the "Fees"). The Fees include all charges for shipping and handling. 4.2 MB will serve as I.N's killing agent during the Term. MB will provide Customer with one consolidated invoice for the Distributed Media which shall be provided to Customer as set forth in the Configuration and Pricing Sheet. Customer will pay the Fees to MB and MB will remit to IN that portion of the Fees that is due to I..N under this Order. Customer will have 30 days to pay each invoice. Amounts which have not been paid within 30 days after the invoice date are thereafter until paid subject to a late payment charge at a rate equal to 15% per annum (or, if less, the maximum rate permitted under applicable law). Additionally, LN/MB shall have the right to terminate this Order and retain all sums paid by Customer. 4.3 In the event this is a multi -year contract and sufficient funds are not appropriated or allocated for payment under this Order for any future fiscal period, LN/MB may terminate this Order effective on the last day of the last Order Period that was funded by providing Customer with at least 10 days prior written notice. Customer will not be obligated to make payments for services or amounts incurred after the end of the last funded fiscal period. No penalty or expense shall accrue to Customer in the event this provision becomes effective. 4.4 LN/MB will use reasonable efforts to update the Distributed Media on monthly or quarterly basis (depending upon the materials) so they remain reasonably current. 5. Warranty 5.1 LN/MB represent and warrant that they have the right and authority to make the Distributed Media available on the terms set forth herein. 5.2 EXCEPT AS EXPRESSLY STATED IN SECTION 5.1, LN/MB MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE DISTRIBUTED MEDIA OR THE ACCURACY OR THE COMI'LETENESS OF THE LAW LIBRARY INFORMATION. THE DISTRIBUTED MEDIA AND LAW LIBRARY INFORMATION ARE FURNISHED ON AN "AS IS", AS -AVAILABLE BASIS. ALL WARRANTIES OF ANY TYPE NOT EXPRESSLY STATED IN THIS ORDER, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. 6. Remedies 6.1 In the event there is a breach of warranty under Section 5.1, LN/MB shall, as their sole obligation and Customer's exclusive remedy, defend or, at their option, settle any action or proceeding of any kind or description based upon a third party's claim of patent, trademark, servicemark, copyright or trade secret infringement, related to use of the Distributed Media (excluding any decisions or advice made or given as a result of the use of or reliance upon the Law Library Information) provided by LN/MB asserted against Customer by such third party provided: (i) all use of the Distributed Media was in accordance with this Order; (ii) the claim, cause of action, or infringement was not caused by Customer or its Authorized Users; (iii) LN/MB are given prompt notice of any such claim; and (iv) LN/MB have the right to solely control and direct the investigation, defense and settlement of each such claim. Customer, at the expense of LN/MB, shall reasonably cooperate with LN/MB in connection with the foregoing. If notified promptly in writing of any claim, demand_ or judicial action brought against Customer based on an allegation that its use of the Distributed Media constitutes infringement, LN/MB will jointly and not severally pay the costs, including reasonable attorney fees, associated with resolving such claim and will pay the judgment or settlement amount (if any). SLGovt-TolnlSolutions-DistrihuledMediiPrisonSotut ion-Dee20I I ID/I 4828-5681-1534 O 2011 LexisNexis. All rights reserved. Page 5 of 7 Should the Distributed Media or the operation thereof become, or in the opinion of LN/MB be likely to become, the subject of a claim of infringement, Customer shall permit LN/MB, at their sole option and expense, either (i) to procure for Customer the right to continue using the Distributed Media, (ii) to replace or modify the same so that it becomes non -infringing; or (iii) terminate Customer's use of the Distributed Media upon notice to Customer and grant Customer a pro -rata refund or credit (whichever is applicable) for any pre -paid fees or fixed charges. 6.2 LN/MB shall have no responsibility to Customer under this Section 6 with respect to any use of the Distributed Media in a manner not authorized by this Order; or for any abuse or modification of the Distributed Media by Customer or its Authorized Users. 7. Limitation of Liability ANY LIABILITY OR DAMAGES ARISING OUT OF OR RELATED TO THIS ORDER, REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION, SHALL IN ALL CASES, WHETHER IN ONE CLAIM OR IN MULTIPLE CLAIMS, BE LIMITED TO THE LESSER OF THE CUSTOMER'S ACTUAL DIRECT DAMAGES OR THE TOTAL PAYMENTS MADE BY CUSTOMER TO LN/MB FOR THE DISTRIBUTED MEDIA PROVIDED BY LN/MB HEREUNDER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. IN NO EVENT WILL LN/MB HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN STATUTE, TORT, STRICT LIABILITY, CONTRACT, BREACH OF WARRANTY OR OTHERWISE AND NOTWITHSTANDING ANY FAULT OR NEGLIGENCE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, EVEN IF LN/MB WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LN/MB ALSO SHALL NOT BE LIABLE FOR, AND SHALL BE EXCUSED FROM, ANY FAILURE TO PERFORM OR DELAY IN PERFORMANCE DUE TO CAUSES BEYOND THEIR REASONABLE CONTROL, INTERRUPTIONS OF POWER OR TELECOMMUNICATIONS SERVICES, ACT OF WAR, TERRORISM OR NATURE, GOVERNMENTAL ACTIONS, FIRE, FLOOD, NATURAL DISASTERS OR SIMILAR EVENTS. Confidential LN/MB DISCLAIM ALL WARRANTIES WITH RESPECT TO THE DISTRIBUTED MEDIA AND LAW LIBRARY INFORMATION, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING. LN/MB DO NOT WARRANT THE ACCURACY, RELIABILITY OR CURRENTNESS OF THE LAW LIBRARY INFORMATION. LN/MB WARRANT THAT THE DISTRIBUTED MEDIA WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP FOR A PERIOD OF 30 DAYS FROM THE DATE OF DELIVERY TO CUSTOMER. CUSTOMER'S EXCLUSIVE REMEDY AND LN/MB'S SOLE OBLIGATION WITH RESPECT TO DEFECTIVE DISTRIBUTED MEDIA WILL BE THE RIGHT TO RETURN THE DEFECTIVE DISTRIBUTED MEDIA FOR A REPLACEMENT COPY AT NO ADDITIONAL CHARGE. 8. Miscellaneous 8.1 Customer understands and acknowledges that IN/MB may use one or more of its approved subcontractors to install the Kiosk Prison Solution. 8.2 If LN/MB accept an order for a Distributed Media on a purchase order issued by Customer ("PO"), the terms and conditions of the PO arc for Customer's internal purposes only and shall in no way modify or affect the terms of this Order. 8.3 This Order, including Schedule A, contains the entire agreement between the parties with respect to the subject matter hereof, and may be amended only by a writing signed by both parties. Notwithstanding the foregoing, LN/MB may change the license terms set forth in this Line Item 1 or Schedule A immediately upon written notice to Customer. Customer's continued use of the Distributed Media following notice of the change shall constitute its acceptance of the change. 8.4 The following sections of this Order shall survive termination or expiration of the Order for any reason: Sections 6 and 7. SCIIEDULI A - GENERAL TERMS AND CONDITIONS FOR USE OF THE I-,LXISNEXIS`� DISTRIBUTED MLDIA PRISON SOLUTION The following terms and conditions govern Customer's use of this law library research system on DVDs and/or External I -lard Drives (the `Distributed Media") and the materials available therein ("Law Library Information"): 1. License; Restrictions on Use 1.1 Customer is granted a non-exclusive, non -transferable limited license to access and use the Distributed Media for legal research purposes. The license includes the following: (a) The right to electronically display, on the Distributed Media, Law Library Information retrieved from the Distributed Media to no more than one person at a time; (b) The right to obtain printouts of Law Library Information via the printing commands of the Distributed Media and to create a single printout of Law Library Information downloaded via downloading commands of the Distributed Media ("Authorized Printouts"); (c) The right to retrieve via downloading commands of the Distributed Media and store in machine-readable form, primarily for one person's exclusive use, a single copy of insubstantial portions of Law Library Information included in any individual file; and (d) To the extent permitted by applicable copyright law, the right to make copies of Authorized Printouts and distribute Authorized Printouts and copies. 1.2 Except as specifically provided in Section 1.1, Customer are prohibited from downloading, storing, reproducing, transmitting, displaying, copying, distributing, or using Law Library Information retrieved from the Distributed Media. Customer may not print or download Law Library Information without using the printing commands of the Distributed Media. 1.3 Customer is not permitted to: (a) Remove or obscure any copyright notice or other notice or terms of use contained in the Distributed Media or Law Library Information. (b) Use the Distributed Media or Law Library Information in any fashion that may infringe any copyright, intellectual property right, or proprietary or property right or interest of LexisNexis, a division of Reed Elsevier Inc., a Massachusetts corporation, ("LexisNexis") or its contractors or content suppliers; SLCovt-TotalSolunions-DislributcdMcdiat risotSolulion-1),c201 111)114828-5681-1534 O 2011 LexisNexis. All rights reserved. Page 6 01'7 (c) Use the Distributed Media or Law Library Information to develop a database, infobase, online or similar database service, or other information resource in any media (print, electronic or otherwise, now existing or developed in the future) for sale to or use by others; or (d) Copy, reverse engineer, decompile, disassemble, derive source code, modify or prepare derivative works of the Distributed Media or Law Library Information. 2. Proprietary Rights The Distributed Media and Law Library Information and any copyrights, trademarks, patents, trade secrets, intellectual property rights and other proprietary rights in and to the Distributed Media and Law Library Information are owned by LexisNexis and its contractors and content suppliers. Customer acquires no proprietary interest in the Distributed Media, Law Library Information, or copies thereof. 3. Disclaimer of Warranties 3.1 TI-IE DISTRIBUTED MEDIA AND LAW LIBRARY INFORMATION ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND LEXISNEXIS AND EACH THIRD PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 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 Distributed Media or any Law Library Information available or not included therein, (b) the unavailability or interruption of the Distributed Media or any features thereof or any Law Library Information, (c) Customer's use of the Distributed Media or Law Library Information (regardless of whether Customer received any assistance from a Covered Party in using the Distributed Media), (d) Customer's use of any equipment in connection with the Distributed Media, (e) the content of the Law Library Information, or (1) any delay or failure in performance beyond the reasonable control of a Covered Party. 4.2 "Covered Party" means (a) LexisNexis, its affiliates including Matthew Bender, and any officer, director, employee, subcontractor, agent, successor, or assign of LexisNexis or its affiliates; and (b) each third party supplier of Law Library Information, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of END Confidential any third party supplier of Law Library Information or any of their affil iates. 4.3 THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF OR RELATING TO THE DISTRIBUTED MEDIA OR LAW LIBRARY INFORMATION SHALL NOT EXCEED THE LESSER OF CUSTOMER'S ACTUAL DIRECT DAMAGES OR THE AMOUNT CUSTOMER PAID FOR THE DISTRIBUTED MEDIA IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. CUSTOMER'S RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH CUSTOMER MAY HAVE AGAINST ANY COVERED PARTY. 4.4 THE COVERED PARTIES SI-IALL NOT 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 DISTRIBUTED MEDIA, LAW LIBRARY INFORMATION, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY. 5. Miscellaneous 5.1 These General Terms and Conditions may be changed from time to time, by LexisNexis immediately upon notice. 5.2 LexisNexis may suspend or discontinue providing the Distributed Media to Customer without notice and pursue any other remedy legally available to it if Customer fails to comply with any of Customer's obligations hereunder. 5.3 Except as otherwise provided herein, all notices and other communications hereunder shall be in writing or displayed physically on or near, or electronically in, the Distributed Media. 5.4 The failure of LexisNexis or any third party supplier of Law Library Information 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 These General Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Ohio. 5.6 Each third party supplier of Law Library Information has the right to assert and enforce these provisions directly on its own behalf as a third party beneficiary. SI.C;ovI-To(aISoluriais-t)iuribuledMediaI)riso,iSo1Wioii_Dec201 I IDtI 4828-5681.1534 5)2011 I..exoNcxis. „ All rigbls reserved Pam 7 of 7 Hello