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Res No 060-16-14615RESOLUTION NO.060-16-14615 A Resolution authorizing the City Manager to enter into a three one-year contract with LexisNexis to provide online legal publications. WHEREAS,theCity currently hasa contract withWestto provide the Human Resource Department withlegal publications devotedtolaborrelatedissues;and WHEREAS,theCityalsohasaneedtoprovideitslegal department withlegal publications relating to labor law,land useand other governmental issues;and WHEREAS,LexisNexis,a division of Reed Elsevier,Inc.,andWestarethe primary legal publicationcompaniesthatprovidethetype of legalpublicationsneededbytheLegalandHuman Resource Departments of theCity;and WHEREAS,LexisNexis isasole source for the online legal researching tools that it makes available toits customers,as well asfor some of the online legal publication that it provides. NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI,FLORIDA: Section 1.The City Manager is hereby authorized to extend the current three year contract foroneyearwithReed Elsevier,Inc.,throughadivision of the company known as "LexisNexis"to provide the Legal and Human Resource Departments with legal publications forany of the following:aoneyear extension thatshallnotexceed 355/month;atwoyear extension that shallnot exceed $342/month forthefirstyearand$359.10/monthforthesecondyear;andathreeyear extension which shallnot exceed $336/month thefirstyear,$346.08/month forthe second yearand $356.46/monthforthethirdyear.Thecontractsumshallbeexpendedfromaccount001-1500-514- 4065,which was budgeted at $103,180 andhasa current balance of $90,180.05. Section 3.If anysectionclause,sentence,orphrase of this resolution isforanyreasonheld invalidorunconstitutionalbyacourt of competent jurisdiction,theholdingshallnotaffectthe validity of the remaining portions of thisresolution. Section 4.Thisresolutionshallbecomeeffectiveimmediatelyuponadoptionbyvote of the City Commission. PASSED AND ADOPTED this l£_day of March,2016. fEST:APPROVED COMMISSION VOTE:5-0 Mayor Stoddard:Yea Vice Mayor Welsh:Yea Commissioner Edmond:Yea Commissioner Liebman:Yea Commissioner Harris:Yea Page 1 of 1 LexisNexis "Subscriber"Name:City Of South Miami Account Number:1000ROY46 'LN":LexisNexis,a division of RELX Inc. Lexis Advance®Subscription Amendment for State/Local Government (Existing Subscriber Version) 1.Amendment This Amendment ("Amendment")amends and supplements the terms of the Lexis Advance Subscription Agreement previously entered into between LexisNexis,a division of RELX Inc.("LN")and Subscriber (the "Subscription Agreement") This Amendment shall also serve as Subscriber's acceptance of the new General Terms and Conditions for Use of the Online Services effective September 1,2010 set forth at www.lexisnexis.com/terms/qeneral. 2.Certification 2.1 Subscriber certifies that the number of government professionals in Subscriber's organization is asset forth below A "Government Professional User"is defined as an attorney,judge,librarian,researcher,investigator or analyst who is employed by the Subscriber. Number of Government Professional Users: 2.2 A"Support Staff User"is defined asa person who supports the Government Professional User,including,but not limited to:paralegals,interns,legal secretaries or other administrative support members.Up to 3 ID's will be issued to support staff for each Government Professional User accounted for above.Support Staff Users will receive access at no additional charge. 2.3 Each LN ID must be issued for individual use by the Government Professional User or Support Staff User. 2.4 If Subscriber,at the time of signing this Amendment has 11 or more Government Professional Users,then Subscriber is required to notify LN if the number of Government Professional Users falls below 11.Subscriber shall,within 30 davs of the staffing change,notify LN in writing. 2.5 Subscriber acknowledges that the pricing and menus provided to Subscriber in this Amendment depend in part on the number of Government Professional Users in Subscriber's organization.Subscriber certifies that as of the date Subscriber signs this Amendment there are the number of Government Professional Users in Subscriber's organization (the "Reference Number")asSubscriberhas specified above. (i)At LN's request from time to time,Subscriber will certify in writing the then-current Reference Number (ii)If there is a change in the Reference Number during the Term,LN may,in its sole discretion on at least 30 days prior written notice to Subscriber,increase or decrease the Monthly Commitment by an amount that does not exceed,onapercentagebasis,thechange in theReference Number. 3.LexisAdvanceProductandCharges 3.1 This Section 3 amends the Subscription Agreement with respect to the Lexis Advance®product offering described below The term of Subscriber's commitment for the Lexis Advance product offering will begin upon the date Subscriber's billing account ("Account Number")is activated ("Activation")and will continue for the last period set forth in Section 33 below (the "Committed Term").Subscriber may not terminate this Amendment under Section 5.2 of the General Terms during the Committed Term.In addition,Subscriber may terminate this Amendment during the Committed Term for a material breach by LN that remains uncured for more than 30 days after LN receives written notice from Subscriber identifying a specific breach.If Subscriber terminates this Amendment pursuant to this Section,then Subscriber will pay all charges incurred up to the date of termination.Upon the expiration of the Committed Term,all access to and use of Lexis Advance by Subscriber will be billed in accordance with the applicable then-current Price Schedule. Product 'National Primary Plus News ND:SLGovt-LexisAdvance-R3.5-SubAmd-Sept2015 ID#4826-0768-6695 SKU Number 1011510 1010610 Number of Users ©2015 LexisNexis.All rightsreserved. Page 1of3 Legal News 1011823 City Attorney Premium Library 1011966 2. Labor &Employment LawLibrary 1010620 z D See attachedRiderNo.1foradditional Content &Features 3.2 During the Term,the premium features Shepard's Graphical and Research Map will be included at no additional charge. 3.3Inexchangefor access tothe Lexis Advance Content,Featureand/orServiceset forth above in Section 3.1, Subscriber will payto LN the following amount(the "Monthly Commitment")during theperiods set forth below. 4/1/16 to 3/31/17 355 3.4DuringtheTerm,LN may make content and features availableto Subscriber that are notincludedintheLexisAdvance Content described above which will be offered to Subscriber atan additional charge ("Alternate Materials").Subscriber will be under no obligation toaccessandusethe Alternate Materials,orto incur additional fees beyond the Monthly Installment.If Subscriber elects toaccessthe Alternate Materials by initialing below,Subscriber will be notified that additional charges will apply before the Alternate Materials is displayed.If Subscriber proceeds to accessthe Alternate Materials,Subscriber will pay thethen current,transactional charge(s)forthe Alternate Materials thatis displayed atthetimeofaccess. N.fc.Subscriber elects access to the Alternate Materials (Initial) 3.5 Use of Lexis Advance under this Amendment is available to Subscriber and its Authorized Users (defined in the General Terms). 3.6 LN may temporarily suspend access to Lexis Advance until all unpaid amounts are paid in full.No claims directly or indirectly related to this Amendment with respect to amounts billed or payments made under this Amendment may be initiated by Subscriber more than 6 months after such amounts were firstbilledto Subscriber. 4.Closed Offer The prices andothertermsaresubjecttochange if Subscriber has not submitted a signed original or copy onor before 03/20/2016. 5.Confidential Information Subject to any state open records or freedom of information statutes,this Amendment contains confidential pricing information of LN.Subscriber understands that disclosure ofthe pricing information contained herein could cause competitive harm to LN,and will receive and maintain this Amendment in trust and confidence and take reasonable precautions against such disclosure toany third person.This Section 5 will survive the termination or expiration of this Amendment. 6.SUPPORT AND TRAINING During the Term,Subscriber,with the support of LN,agrees to encourage the effective useof Lexis Advance through: (a)Mandatory basic training intheuseof Lexis Advance by LN for all Authorized Users; Meaningful participation in additional ongoing programs presented by LN toupdateand train Authorized Users; Authorize the periodic distribution ofmemosor other communications by LN and/or Subscriber to Authorized Users; and The periodic review with LN of Subscriber's Authorized User's useof materials and training under this Amendment. (b) (c) (d) ND:SLGovt-LexisAdvance-R3.5-SubAmd-Sept2015 ID#4826-0768-6695 ©2015 LexisNexis.All rights reserved. Page 2 of 3 7.Miscellaneous This Amendment does not bind either party until it has been accepted by both parties.Subscriber may accept this Amendment by signing below.LN will accept this Amendment by providing Subscriber with accessto Lexis Advance or by signing below. LEXISNEXIS WILL NOT ACCEPT ANY CHANGES,CORRECTIONS OR ADDITIONS TO THIS AMENDMENT UNLESS SUCH CHANGES AREEXPRESSLYACCEPTEDBYLN IN WRITING.SUCH CHANGES WILL HAVE NO LEGAL EFFECT AGREED TO AND ACCEPTED BY: Subscriber:CityOf South Miami [Mustbe completed by Subscriber] Authorized Subscriber Signature: Printed Name: Job Title: Date: AL£*A*0&A- LexisNexis,a division of RELX Inc. Authorized Signature: Name: Job Title: Date: 5p^ CJh^N £iPi 4^Jf^^^— J-2.&-/4 [Completed by LexisNexis] ND:SLGovt-LexisAdvance-R3.5-SubAmd-Sept2015 ID#4826-0768-6695 ©2015 LexisNexis.Allrights reserved. Page 3 of 3 LexisNexis' H Federal/State &Local Government LEXIS FOR MICROSOFT®OFFICE LEXIS ADVANCE®EDITION ORDER This Lexis for MicrosoftOffice-Lexis Advance Edition("Lexis for Microsoft Office")Order ("Order")amends and supplements the terms of the Lexis Advance Agreement (the "Agreement"),previously executed between LexisNexis,a division ofRELX Inc.(formerly known as Reed Elsevier Inc.)("LN")and CityOf South Miami ("Subscriber"). 1.Term. The termofthis Order will beginon the day this Order is executed by Subscriber and will continue until the last Commitment Period set forthbelow(the "Term").Notwithstanding the foregoing,this Order shall automatically terminate uponexpiration of the Agreement.Although the Term ofthis Order will start upon execution,Subscriber will not have access toLexis for MicrosoftOffice until the following conditions (collectively,the"Requirements")are met:(a)Subscriber meets theTechnical Requirements set forthin Section 2;and(b)Lexis for MicrosoftOfficeisinstalledon Subscriber's system viaoneofthe installation processes set forthin Section 5. 2.Technical Requirements. Lexis for Microsoft Office isproprietarysoftwaredevelopedby LN tointegrate LN content directlywithinthe Microsoft Corporation software applications MicrosoftOutlook and MicrosoftWord.In order to use Lexis for Microsoft Office, Subscriber must(a)have apaid-up license totherequisiteMicrosoftOfficesoftware;and(b)meet thetechnical requirements specified on the Lexis for Microsoft Office download site (www.lexisnexis.com/download-lexis-office)for the proper operation ofthe Software (collectively,the "Technical Requirements"). 3.License. 3.1 LN grants Subscriber apersonal,limited,non-exclusive,non-transferable,rightto access andusetheLexis for Microsoft Office productindicatedin Section 4below subject tothe terms oftheLexis for MicrosoftOfficeEndUserLicense Agreementattachedhereto as Exhibit A.LN retainsall right,title,andinterestinandto Lexis for Microsoft Office,andany intellectual property embodiedtherein.All access toanduseof LN contentvia Lexis for Microsoft Office shallbesubjectto the terms set forthin the Subscription Agreement. 3.2 ForEagleEye Software Subscribers Only.Subscriber's access toanduseoftheEagleEyesoftwareavailable from Microsystems,a division ofFreedomSolutionsGroup,LLC's ("Microsystems")throughLexis for Microsoft Office is conditioned upon(a)Subscriber having a valid subscription to Lexis for Microsoft bywayofthis Order;and(b)Subscriber's acceptance of the Microsystems terms and conditions which are locatedat http://sites.microsvstems.com/policies/eula LMO and incorporated hereinbyreference(the"EagleEye Terms").Subscriberacknowledgesand agrees thatitsuseofthe EagleEye software issubjecttotheEagleEyeTermsandthatthe EagleEye Terms form anindependentagreement between SubscriberandMicrosystems.Microsystemsisa third party beneficiary ofthisOrder. 4.LexisforMicrosoft Office Platform,Menus,Monthly Software Charges,Functionality Charges. 4.1 In exchangeforSubscriber's monthly paymentto LN ofthe Lexis for Microsoft Office Monthly Software Charges amount set forth below,Subscriber will be provided with the Lexis for Microsoft Office featuresandcontent indicated below during the Commitment Period("Your Subscribed Product").Access toLexis for MicrosoftOfficeshallbelimitedtothenumberof Authorized Users set forth below. Lexis for Microsoft Office Optional EagleEye software -Checkif applicable •(Offering 1511821) "Commitment Period"NUMBER OF AUTHORIZED USERS OF LEXIS FOR MICROSOFT OFFICE (Offering 1000352) NUMBER OF AUTHORIZED USERS OF LEXIS FOR MICROSOFT OFFICE -WITH DOCUMENT TOOLS (Offering 1000761) "Total Lexis for Microsoft Office Monthly Software Charge" "Total EagleEye Monthly Software Charges" 4/1/16 to 3/31/17 .%$32 $ 1 $$ 1 $$ ND:SLGovt-FedGovt-LexisMicrosoftOfficeAdm-LexlsAdvance-Sept2015 ID#4817-5206-2248 )2015 LexisNexis.Allrights reserved. Page1 $$ $$ 4.2 For purposes ofthisOrder,the term "AuthorizedUser"shall have the meaning set forthinthe Agreement.LN will monitorthenumberofAuthorized Users ofLexis for MicrosoftOffice.Inthe event that the average monthly users inany three monthperiod exceeds the greater of5AuthorizedUsersor 105%oftheAuthorizedUsers set forthabove,LN may adjust theLexis for MicrosoftOffice Commitment uponwrittennoticeto Subscriber effective as of the firstdayofthe following monthtoreflectthe current number of users.Additionally,Subscriber will certifyinwritingthe then-current number of Authorized Users ofLexisforMicrosoftOfficeat LN's request fromtimetotime. 5.Installation. Inorderto access Lexis for Microsoft Office,Lexis for Microsoft Office mustbeinstalledon Subscriber's systemviaoneof the following installationmethods:(Subscriber to check itselection(s)below.) E3 Standard Implementation - In aStandard Installation,LN doesnot perform any installation services andLN's proprietary technology which allows enrichment of Subscriber's content is not installed behind Subscriber's firewall.Ina standard implementation installation,Subscriber will notreceiveanytransferoftangiblepersonal property,nor will there beanyelectronictransferorsoftwaretotheSubscriberinan Individual Desktop Installation.All standard installations will beimplementedthroughelectronicretrievalbySubscriberofthe software that is hosted by the LN website.Subscriber will download the software from the LN website at an individual desktop level by individual usersorona network level byan IT administrator.By electing thisoption,Subscriber acknowledges and agrees that theMicrosoftWord documents andMicrosoft Outlookemails ("Subscriber's Work")thatit selects tobe analyzed byLexis for Microsoft Office will momentarilyleaveitsenvironmentand will be sent to LN tobe marked/tagged/indexed.LN represents and warrants thatall such processing of Subscriber's Work will happen machine-to-machine,without human intervention (similartoa lexis.com search)and LN will not store,review,orretain Subscriber's Work beyondthetime required forprocessing (i.e.,LN will notstoreSubscriber'sWork in anybackup logs,serverlogs,etc.).Thereareno installation charges forthisoptionandno separate integration services agreement. Inselectingthisoption,Subscribermustfurtherdefinethemethodofdeployment: 03 Individual Desktop Installation -Lexis for Microsoft Office will be downloaded from the LN website onanindividual desktop basis •Subscriber Network Installation -Lexis for Microsoft Office isdownloaded from the LN websiteand SubscriberdistributestheSoftwareto multiple desktopsoronan organization-wide basis •Installation for existing Lexis®Search Advantage Subscriber -If Subscriber currently subscribes to Lexis®Search Advantage,LN and Subscriber will execute a new Statement ofWorkto Subscriber's existing Lexis®Search AdvantageAgreementtodocumenttheadditionalintegrationservicesthat 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 instructionsand general guidancefor downloading Lexis for Microsoft Office.Professionalservices renderedby LN mayinclude,butarenot limited to,writing custom code toinstallLexis for Microsoft Office within Subscriber's environment,installation services at Subscriber's site in order to download and install softwareon individual desktopsandacrosstheenterprise automatically,orspecific effort to install the Lexis for Microsoft Office server version within the client environment.Thecustom installation may include electronic transmissionsofcomputersoftwareand electronic data retrieval ofcomputer software. Custominstallationsmayalsoinclude"loadandleave"deliveriesin which LN visitsSubscriber'ssite, installsthesoftware,thentakesthephysicalmediumawaywhenfinished.Thenatureoftheservicesto be provided toSubscriber,thecharges for thecustom installation services,andtheterms regarding the ND:SLGovt-FedGovt-LexisMicrosoftOfRceAdm-LexisAdvance-Sept2015 ©2015 LexisNexis.All rights reserved ID#4817-5206-2248 page 2 services will be documented in a Statement of Work issued against a separate Master InteorationSSS?Agreen?ent **executed bV th*Paries.Acustom installation will not include the S oftangiblepersonalpropertyortransferoftitletotheSoftware. 6.Miscellaneous. cont'roL"6 6Vent °f aPy C°nfliCt b6tWeen the t6rmS °f this 0rder and the attached ^hibit A,the terms of this Order sha.l JS£K?£S2iXiJl •ZSXSS^.'SXZXTS-JsX'^ LN's acceptance of the terms of this Order shall be evidenced by its signature Lexis for Microsoft Office.y y AGREEDTOAND AQpEPTED BY: 'CITY QPSOVTH m^mi LN providing Subscriber access to LexisNexis,a division of RELXInc. NAME: TITLE: DATE: X7JI l/**^A^/Tv A*/#£*- 3-1*-U "re^ffsloS BY: NAME: TITLE: DATE: )2015 LexisNexis.All rights reserved.I E2a£3j Subscriber Implementation Information IT Administrator Name: IT Administrator Address: IT Administrator Phone Number: IT Administrator Email Address: Location of Primary Data Center(s) Subscriber User Locations (City,State) Coral Gables,FL <2>^m M/AMf Thomas FPepe.fl $J&^&b/^i^KWdti*^ 1450 Madruga Ave Ste 202,Coral Gables,FL 33146 305-667-2564 7^.5^££%-^n & tpepe@southmiamifl.gov <?fr~K}t#&>p&»-^<&nsf7$MtA/wi Z5^ 1450 Madruga Ave Ste 202,Coral Gables,FL 33146 /-,r>Percentage of Users (%) **'*^c 7 ? ^f* 41? Name Lexis for Microsoft Office Access Thomas Pepe •Lexis for MicrosoftOfficeor E3 LexisForMicrosoftOffice -With Document Tools •Lexis forMicrosoftOfficeor•LexisForMicrosoftOffice-WithDocumentTools •Lexis forMicrosoftOfficeor•LexisForMicrosoftOffice-WithDocumentTools •Lexis for MicrosoftOfficeor•LexisForMicrosoftOffice-WithDocumentTools •Lexis forMicrosoftOfficeor•LexisForMicrosoftOffice-With Document Tools •Lexis forMicrosoftOfficeor•LexisForMicrosoftOffice-WithDocumentTools •Lexis forMicrosoftOfficeor•LexisForMicrosoftOffice-WithDocumentTools •Lexis for MicrosoftOfficeor•LexisForMicrosoftOffice -WithDocumentTools •Lexis for MicrosoftOfficeor•LexisForMicrosoftOffice-With Document Tools •Lexis for MicrosoftOfficeor•LexisForMicrosoftOffice-With Document Tools •Lexis forMicrosoftOfficeor•LexisForMicrosoftOffice-WithDocumentTools •Lexis forMicrosoftOfficeor•LexisForMicrosoftOffice-With Document Tools •Lexis for MicrosoftOfficeor•LexisForMicrosoftOffice-With DocumentTools •Lexis forMicrosoft Officeor•LexisFor Microsoft Office-WithDocumentTools •Lexis forMicrosoft Officeor•LexisFor Microsoft Office-With DocumentTools •Lexis for MicrosoftOfficeor•LexisForMicrosoftOffice-WithDocumentTools •Lexis forMicrosoftOfficeor•LexisForMicrosoftOffice-WithDocumentTools •Lexis for MicrosoftOfficeor•LexisForMicrosoftOffice-With DocumentTools •Lexis forMicrosoftOfficeor•LexisFor Microsoft Office-WithDocumentTools •Lexis forMicrosoft Officeor•LexisFor Microsoft Office-With DocumentTools •Lexis forMicrosoftOfficeor•LexisForMicrosoftOffice-WithDocumentTools •Lexis for MicrosoftOfficeor•LexisForMicrosoftOffice-WithDocumentTools •Lexis for Microsoft Officeor•LexisFor Microsoft Office-WithDocumentTools •Lexis forMicrosoftOfficeor•LexisForMicrosoftOffice-WithDocumentTools •Lexis forMicrosoftOfficeor•LexisForMicrosoftOffice-WithDocumentTools •LexisforMicrosoft Officeor•LexisFor Microsoft Office -With DocumentTools •Lexis for MicrosoftOfficeor•LexisForMicrosoftOffice -WithDocumentTools •Lexis for MicrosoftOfficeor•LexisForMicrosoftOffice-With Document Tools ND:SLGovt-FedGovt-LexisMicrosoftOfficeAdm-LexisAdvance-Sept2015 ID#4817-5206-2248 )2015 LexisNexis.Allrights reserved. Page4 EXHIBIT A LEXIS®FOR MICROSOFT®OFFICEEND USER LICENSE AGREEMENT 1.SUBSCRIPTION LICENSE GRANT. a.Subject to the terms and conditions ofthis Lexis®for Microsoft®Office End User License Agreement (this "EULA"),LexisNexis, a division of RELX 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 "Order").Use ofthe Software is subject to the terms set forth in the Order including the number of Authorized Users and time Deriod ("Term")setforthin the Order. 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 terms of use contamed mthe 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 of2009 (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.J d.Third Party Materials.The use ofsome third-party materials included in the Software may be subject to other terms and conditions typically found m a separate software agreement or "Read Me"file located inor 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 contmue using the Software and will promptly remove all copies ofthe 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;(u)decompile or disassemble the Software,(iii)create derivative works based on the Software;(iv)merge the Software with or mto another product not approved for use by LN (excluding Microsoft Office);or (v)copy the Software except as expressly permitted bythisEULA. 4.SOFTWARE SUPPORT. 4.1 As part ofyour subscription to the Software,LN will provide the following support and maintenance for the Software during the Term("SupportServices"): (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 RESPONSIBILITIES,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 ofa 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 Office,Lexis for Microsoft Office -with Document Tools,etc.).The license granted herein is only to the Lexis for £:4S8L17°5^©2015 LexisNexis.All rights reserved. Page 5 Microsoft Software product offering you have selected in the Order (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 result 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 ofUpgrades and/or Updates to you does not entitle you to use more copies of Your Subscribed Product than the number ofAuthorized 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 toor 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 Order with LN which contains the appropriate terms of use and charges for the applicable Lexis for Microsoft software product.Your useofan Upgrade or Update is licensed in accordance with the terms and conditions of this EULA. 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,(c)that is more than two versions out of date,or (d)that integrates with or is designed for any platform that LN or Microsoft no longer supports in the normal and ordinary course of its support lifecycle and/or release cycle.For example,LN is not obligated to support software designed to work with Microsoft platforms that fall outside of the period in which complimentary support services are available as part of the Microsoft license or licensing program;or requires extended support plans thatmayrequire additional charges. 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 change materially and adversely affects the Support Services,you may terminate theOrderandthisEULAupon 10 days'writtennoticetoLN. 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. 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 your requirements will not affecteitherparty'sobligationsunderthisEULA. 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 ofhardware 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 PARTICULAR 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 ARE 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 HEREIN 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 set forth in your Lexis for Microsoft Office Order. Unless otherwise stated,the fees for the subscription do not include any taxes,such as sales,use,or excise taxes. I^^^^^????^^^^©2015 LexisNexis.All rights reserved.ID#4817-5206-2248 Paae 6 7.2IntheeventLNsendsyouaninvoiceforthe subscription,youshallpayLNthenetamountofeachinvoiceinUnitedStates dollars within 30 days afterthedateofthe invoice.Ifyou fail topayany invoiced amount when due,LNmay charge you interest on the unpaid balance from the date ofthe invoice until the date paid ata rate equal to 1.5%per month orthe highest rate permitted by law,whichever is lower.Inthe event you paythe fee forthe subscription by credit card,LN will send you a receipt confirming the amount paidanddate of expiration of theTerm. 8.TERMINATION. Upon termination ofthe Order,you will promptly cease all use ofthe Software andwill return all copies of the Software and documentation toLNor,atthe option of LN,certify toLNin writing,signed byan executive officer,thatall copies ofthe Software and documentation havebeen destroyed.Termination oftheOrderwillnotbeanexclusiveremedyandallother remedies willbe available to either party whether ornotthe Order is terminated.LN may terminate this EULA upon 90 days'notice to you inthe event LN no longer provides Support Services for the Software.In the event of termination,LN will refund any prepaid but unused feestoyouona pro-rata basis. 9.LIMITATIONS OF LIABILITY. NOTWITHSTANDING THE TERMS CONTAINED IN THIS EULA,IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION,TORT,CONTRACT,OR STRICT PRODUCTS LIABILITY,SHALL LN,ITS PARENT, AFFILIATES,ORANYOFITSSOFTWAREDEVELOPERS,SUPPLIERSORSUBCONTRACTORSBELIABLETOYOUOR 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,EVENIFLNHASBEEN ADVISED OFTHE POSSIBILITY OFSUCH DAMAGES.UNDER LOCAL LAW,CERTAIN LIMITATIONS MAYNOT APPLY,ANDYOUMAYHAVE ADDITIONAL RIGHTS WHICH VARY FROM STATE TO STATE.INNOEVENT SHALL LN'S LIABILITY FORACTUAL DAMAGES FORANY CAUSE WHATSOEVER,AND REGARDLESS OFTHEFORMOF ACTION,EXCEED THE AMOUNT OFTHE SUBSCRIPTION PAID BY YOU FOR THE PRECEDING TERM. 10.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)(l)(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,asapplicable. 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 limitation,the U.S.Export Administration Regulations ("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 youdobusiness. 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 ifthe original document is also promptly delivered to the recipient.Any notice shall be deemed to have been given on the date ofreceipt.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 tothe address LNhason 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 ofthe granting party.A waiver ofa default ofany term ofthis EULA shall not be construed as a waiver ofany succeeding default of that term 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. 12.5 Each term of this EULA is severable.Ifa 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. N£S}^—©2015 LexisNexis.All rights reserved.Mm 4817-5206-2248 Paae 7 12.6ThisEULA,togetherwiththeLexis for Microsoft Office Order,constitutesthecompleteagreementbetweenthe parties concerning this subject,and supersedes all earlier oraland written communications betweenthe parties withrespecttothis subject.In the event thatyouarerequiredtoacceptany"click-through"licensetermsatthetime of download of theSoftwareorotherwise,theterms of suchclick-throughshallcontroloverany conflicting termssetforthinthisEULA. 12.7Neither party shall assign itsrightsor delegate its duties underthisEULAwithoutthe prior writtenconsent of the other party, exceptthatLNmay assign thisEULAtoanaffiliateortoits successor bymergerortothe transferee of substantiallyall of itsstockor assets.Any assignee or delegatee shall besubjecttothesame obligations,restrictions,and limitations towhichthe assignor or delegator is subject,andno assignor or delegator shallbe released from liability underthisEULAby reason of anysuch assignment or delegation.ThisEULA shall bebindingonand inure tothebenefitofthe parties andtheir respective successors and permitted assigns. [End of ExhibitA] ND:SLGovt-FedGovt-LexisMicrosoftOfficeAdm-LexisAdvance-Sept2015 ©2015 LexisNexis All riahts reservedID#4817-5206-2248 __Page 8