R2024-78 Resolution Authorizing the Execution of a Three-Year Agreement and Payment to Lexis Nexis for their Desk Officer Reporting System

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from Provider's gross negligence or willful misconduct. In no event shall Provider be liable for any indirect,special,incidental, or consequential damages in connection with this Agreement or the performance or failure to perform hereunder, even if advised of the possibility of such damages. 13. FORCE MAJEURE. Neither Party will be liable for any delay or failure to perform its obligations hereunder due to causes beyond its reasonable control, including but not limited to natural disaster, pandemic, casualty, act of God or public enemy, riot, terrorism, or governmental act; provided, however,that such Party will not have contributed in any way to such event. If the delay or failure continues beyond thirty(30) calendar days, either Party may terminate this Agreement or any impacted Order with no further liability,except that Agency will be obligated to pay Provider for the Services provided under this Agreement prior to the effective date of such termination. 14. NOTICES. All notices, requests, demands or other communications under this Agreement shall be in writing to the address set forth in the opening paragraph and shall be deemed to have been duly given: (i) on the date of service if served personally on the Party to whom notice is to be given;(ii)on the day after delivery to a commercial or postal overnight carrier service;or(iii)on the fifth day after mailing,if mailed to the Party to whom such notice is to be given,by first class mail,registered or certified,postage prepaid and properly addressed. Any Party hereto may change its address for the purpose of this section by giving the other Party timely, written notice of its new address in the manner set forth above. 15. MISCELLANEOUS. 15.1. Affiliates. For purposes of this Agreement,"Affiliate"means any corporation,firm,partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with Provider. Affiliates shall not be bound by the terms and conditions of this Agreement with respect to the provision of their applicable Services hereunder and nothing in this Agreement shall prevent or limit Affiliates from offering previously purchased Reports or data extracted from Reports for sale. 15.2. Independent Contractor/No Agency. Each Party acknowledges that it has no authority to bind or otherwise obligate the other Party. 15.3. Assignment. Neither Party shall assign this Agreement in whole or in part without the prior written consent of the other Party, and any such attempted assignment contrary to the foregoing shall be void. Notwithstanding the foregoing, an assignment by operation of law, as a result of a merger or consolidation of a Party, does not require the consent of the other Party.This Agreement will be binding upon the Parties'respective successors and assigns. 15.4. Headings, Interpretation, and Severability. The headings in this Agreement are inserted for reference only and are not intended to affect the meaning or interpretation of this Agreement.The language of this Agreement shall not be construed against either Party. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality,or enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 15.5. Waiver; Remedies Non-Exclusive. No failure or delay on the part of any Party in exercising any right or remedy provided in this Agreement will operate as a waiver thereof. Unless otherwise provided herein,any remedy will be cumulative to any other right or remedy available at law or in equity. 15.6. Survival.Sections 2-4,7-12,and 14 shall survive the termination or rescission of this Agreement. 15.7. Provider Shared Facilities.Provider may utilize facilities located outside the United States to provide support or the Services under this Agreement,and if such centers are utilized,they shall be under the control of Provider and subject to all Provider policies that govern data access,protection and transport in the United States. 15.8. Entire Agreement. This Agreement represents the entire Agreement of the Parties and supersedes all previous and contemporaneous communications or agreements regarding the subject matter hereto. Agency by its signature below hereby certifies that Agency agrees to be bound by the terms and conditions of this Agreement including those terms and conditions posted on web pages specifically set forth herein or contained with any software provided under this Agreement, as may be updated from time to time.Any additional terms or conditions contained in purchase orders or other forms are expressly rejected by Provider and shall not be binding. Acceptance or non-rejection of purchase orders or other forms Confidential—Law Enforcement Agreement(Q3.23.V3) Page 7 of 9