09-33Council File # U �� 3 �
Green Sheet # 3065122
RESOLUTfON
OF SAINT PAUL, MINNESOTA �
Presented
1 RESOLVED, that the City of Saint Paul, Police Department, is authorized to enter into the attached agreement with the State of
2 Minnesota, 2n 7udicial Dishict, wluch includes an indemnification clause to subscribe to one or more login accounts to the
3 Minnesota Court Information System (MNCIS) to assist the SPPD in the efficient performance of its duties as requ'ued by law
4 and court rules. A copy of said ageement is to be kept on file and on record in the Office of Financial Services.
Yeas
Carter
Hazris
Stazk
Thune
of:
By: �
Appr d b e Offic f F' an�l S n ces
By: _
Approved by City Atto ey
By: L,� �l � �i..�
Adopted by Council: Date
Adoption Certified by Coun il Secretary // By;
B➢� �/a/I:t / il � ii! fiz✓/
Approved by Mayo ' Date �;y � Z�y�C�
BY� �ct n.n �,Q. � n�vat
� Green Sheet Gree� Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
�y�3�
)epar4neM10fflce/Council: � Date initiated: !
Pp -Po���oe P a�e�t 1�2_DEC-08 I Green Sheet NO: 3065122
�, Contact Person 8 Phone: '� �
' ChiefJohnHarrinpton �
! 26G5588
-----i Assign
� Must Se en Couneil Ptiqenda by (Date): ; Number
� Por
Routing
i Doc. Type:
RESOLUTION �; Order
E-Document Required: Y
Document Contact: Evette Scarver
COnpctPhone= 2665541
0 PoGce Department I' rou uepnrw�e
I �o liceDeparlmeot �j PoliceDeoarfinent ,
3
4
5
6
Total # of Signature Pages �(Clip All Locations for Signature)
Aetion Requested:
Signatures on the attached council resolurion authorizing the City of Saint Paul, Police Department, to enter into the attached
agceement with the State of Minnesota, 2nd Judicial Dishict
Recommendations: Approve (A) or Reject (R):
Planning Commission
CIB Committee
Civil Service Commission
Personai Service Contracts Must Answer the Following Questions:
1. Has this person/firm ever worked under a conVact for this departmeni?
Yes No
2. Has this person/firm ever been a city employee?
Yes No
3. Dces this persoNfirm possess a skill not normalry possessed by any
current city employee?
Yes No
Expiain all yes answers on separete sheet and attaeh to green sheet.
Initiating Problem, issues, Opportunity (Who, What, When, Where, Why):
The Saint Paul Police Deparhnent wishes to subscibe to one or more login accounts to the Mimiesota Court Information System
offered by the State to assist the SPPD in the efficient performance of its duues as required by law and court rules. Authorization is
needed to emer into the attached agreement.
AdvanWges If Approved:
Authorization to access electronic case record information of the Minnesota Distdct Courts, wluch may include informauon that is not
accessible to the public and that may not be disclosed without prior approval of the appropriate court or record custodian.
Disadvantages If Approved:
Nojne.
DisadvanWges If Not Approved:
Lost opportuniry to have access to electronic case rewrd informarion of the Minnesota Distdct Courts.
TotalAmountof State of Minnesota
Transadion:
Funding Soutce:
Financial Information:
(6cplain)
CosURevenue Budgeted:
Activity Number.
December 12, 2008 1:53 PM Page 1
61�3�
Please see Mary Erickson if you wish to review the agreement.
�.� �
43
44
45
46
SECTION 2.
'i'his ordinance sha71 take effect and be in force thirry (30) days after its passage, approval and pnblication.
,
,
`,
`,
z
Yeas Na s Absent
Bostrom
Carter
Hazris
Helgen
Lantry
Stark
Thune
Adopted by Council: Date
Adoption Certi&ed by Council Secretary
By:
Approved by Mayor: Date
By:
Requested b + Department of:
PUBLIC ORKS �,��
By:
Approved by the Office of Financial Services
�
Approved by City Attorney
B �, � �. �,� �i
Approve y_ ayo or Su ' n to ouncil
By:
b��� �
MASTER NONDISCLOSURE AGREEMENT
FOR MNCIS GOVERNMENT LOGIN ACCOUNTS
THIS AGREEMENT is entered into by and between the STATE OF MINNESOTA,
2" 7udicial Dishict '
(Judicial Distict OR Office of Siate Court Adminisaation)
of 15 West Kello Boulevazd, Saint Paul, MN 55102 >
(Address)
(hereinafter "the State") and
Saint Paul Police D artment '
(Agrncy Name)
of 367 Grove Street, Saint Paul, MN 55101 >
(Agenoy Address)
(hereinafter "Subscriber").
Recitals
Subscriber desires to subscribe to one or more login accounts to the Minnesota Court
Information System offered by the State to assist the Subscriber in the efficient performance of its
duties as required by law and court rules. These login accounts provide access to electronic case
record information of the Minnesota District Courts, which may include informafion that is not
accessible to the public and that may not be disclosed without the prior approval of the appropriate
court or record custodian, and the State is willing to submit a request to the appropriate court or
record custodian for disclosure of the informarion pursuant to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements
contained herein, the State and Subscriber agree as follows:
1. TERM; TERNIINATION; ONGOING OBLIGATIONS. This Agreement shall be
effective on the date executed by the State and shall remain in effect according to its terms. Either
party may terminate this Agreement with or without cause by giving written nofice to the other party.
The effective date of the terminarion shall be thirty days after the other party's receipt of the notice
of termination, unless a later date is specified in the notice. Tl�e provisions of sections 5 through 9
and 16 through 25 shall survive any terminarion of this Agreement. Upon termination, the
Subscriber shall perform the responsibilities set forth in paragraph 7(fl hereof.
2. DEFINITIONS.
a. "NINCIS" means the Minnesota Court Information System maintained by the
State.
b. "Records" means all information in any form made available by the State
and/or its affiliates to Subscriber for the purposes of carrying out this Agreement.
2G-AgreamenF NtdGIS Government Login — Novembar 6, 2GC5 (ITC_SP_Q�692} Paga 1 ai 9
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c. "MNCIS Government Login Accounts" means a digital login account
created for and provided to the Subscriber for access to MNCIS Records
d. "MNCIS Databases" means any databases, and the data therein, used as a
source for MNCIS Government L.ogin Accounts together with any documentarion related
thereto, including, without limitation, descriptions of the format or contents of data.
e. "MNCIS Programs" means any computer applicarion programs, inciuding
without limitation case management display screens, used to provide access through MNCIS
C�ovemment Login Accounts, together with any documentarion related thereto.
f. "Policies & Norices" means the policies and notices published by the State
and/or its affiliates on a website or other location designated by the State and/or its affiliates
referring to this and similar agreements, as the same may be amended from time to time by
the State andlor its affiliates. The Policies & Notices provide additional terms and conditions
that govem Subscriber's use of MNCIS Government Login Accounts, including but not
limited to access and use limitations and identification of various third pariy applications
such as MPA and Odyssey Assistant that Subscriber may need to procure or install to use
MNCIS Government I,ogin Accounts, and are made part of this Agreement by reference.
g. "Request Form" means the form as substantially set forth in Exhibit A,
which is attached to and made part of this Agreement, describing MNCIS Login Account
offerings and conesponding Records to be accessible under each offering, as the same may
be amended from time to time by the State.
h. "DCA" means the District Court Administrator pursuant to Minnesota
Statutes, secrion 485.01.
i. "SCAO" shall mean the State of Minnesota, State Court Administrator's
Office.
j. "State Confidential Information" means any informafion in the Records that
is inaccessible to the public pursuant to the Rules of Public Access to Records of the Judicial
Branch promulgated by the Minnesota Supreme Court, as the same may be amended from
time to fime, including but not limited to, passwords for gaining access to MNCIS, MNCIS
user manuals, MNCIS Programs, MNCIS Databases, and information identified as
inaccessible to the public by Minnesota Statute, Minnesota court rules, federal law, and court
order, including as provided in the table entitled Limits on Public Access to Case Records,
dated 7/ 13/O5, which by this reference is made a part of this Agreement. The State and/or the
SCAO may provide or publish updated tables from time to fime, and these updated tables
shall become a part of this Agreement. It is the obligafion of user to check from time to time
for updated tables and be familiaz with the contents thereof.
k. "This AgreemenY' means this MasterNondisclosure Agreement for MNCIS
Governxnent Login Accounts including all Exhibits, Policies & Notices, and Request Forms
attached to, or submitted or issued hereunder.
1. "trade secret information of SCAO and its licensors" is defined in secrions
7a., 7.b., and 7.d. of this Agreement.
2C-Rg�eamont tveNCIS Governmen2 Lagln — November 6, 2005 (ITC_S°_�369aj Pag� 2 c� 9
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3. REQUESTS FOR MNCIS GOVERNMENT LOGIN ACCOUNTS. Subscriber
may sign and submit one or more separate requests for MNCIS Govemment L,ogin Accounts on the
Request Form. Request Forms approved and signed by the State aze adopted and incorporated
herein by this reference the same as if set forth verbatun herein.
a. Requests for public, non-confidenrial information. If the Subscriber has
requested access to Records that are public and that do not include State Confidential
Information, promptly following the approval date of the wnesponding Request Form or the
effecrive date of this Agreement whichever is latest, the State shall create and provide to
Subscriber a MNCIS Government Login Account in accordance with applicable Policies &
Notices.
b. Requests for State Con£denrial Information Not Authorized by Court
Rule. If the Subscriber has requested a MNCIS Govemment Login Account that transmits
State Confidential Information, promptly following the effective date of this Agreement the
State shall submit a request to the appropriate court or record custodian for disclosure of
State Confidential Records pursuant to the terms and conditions set forth in this Ag'eement.
If the court or record custodian approves the request, or if a pre-existing court order or court
rule authorizes Subscriber's request, the State shall activate the requested MNCIS
Government Login Account and the corresponding transmission of the Records to the
Subscriber in accordance with such order or rule and applicable Policies & Notices.
4. SCOPE OF ACCESS LIMITED. Subscriber's access to the Records sha11 be limited to
Records that are identified in approved Request Forms, and Subscriber shall attempt to access such
information only according to the instructions provided by the State in Policies & Notices or other
materials provided and only as necessary to assist Subscriber in the efficient performance of
Subscriber's duries required by law in connection with any civil, criminal, administrative, or arbitral
proceeding in any Federal, State, or local court or agency or before any self-regulatory body.
Subscriber's access to the Records for personal or non-official use is prohibited. Subscriber will not
use or attempt to use MNCIS in any manner not set forth in this Agreement, the Policies & Notices,
or other MNCIS documentation, and upon any such use or attempted use the State may immediately
terminate this Agreement without prior notice to Subscriber.
5. GUARANTEES OF CONFIDENTIALITY. Subscriber agrees:
a. To not disclose State Confidenrial Information to any third party except where
necessary to cany out the Subscriber's duties as required by law in connection with any civil,
criminal, administrative, or azbitral proceeding in any Federal, State, or local court or agency
or before any self-regulatory body.
b. To take all appropriate acUon, whether by instruction, agreement, or
otherwise, to insure the protection, confidentiality and securiry of State Confidential
Information and to sarisfy Subscriber's obligations under this Agreement.
a To limit the use of and access to State Confidential Informarion to Subscriber's
bona fide personnel whose use or access is necessary to effect the purposes of this
Agreement, and shall advise each individual who is permitted use of and/or access to any
State Confidential Information of the restrictions upon disclosure and use contained in this
Agreement, and shall require each individual who is permitted use of and/or access to State
Confidenfial Information to acknowledge in writing that the individual has read and
2C-Rgreemenf MNCIS Governm2nt Login — November 6, 20�i5 (ITC,_SP_p369aj Pag� 3 af 9
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understands such restrictions. For purposes of this Agreement, Subscriber's bona fide
personnel shall mean individuals who aze employees of, provide services on a voluntary basis
for, or act as independent contractors with, the Subscriber.
d. That, without limiting pazagraph 1 of this Agreement, the obligations of
Subscriber and its bona fide personnel with respect to the confidentiality and security of State
Confidenrial Information shall survive the termination of this Agreement and the terniination
of their personnel relarionship with Subscriber.
e. That, notwithstanding any federal or state law applicable to the nondisclosure
obligarions of Subscriber and Subscriber's bona fide personnel under this Ageement, such
obligations of Subscriber and Subscriber's bona fide personnel aze founded independently on
the provisions of this Agreement.
6. APPLICABILITY TO CONFIDENTIAL INFORMATION PREVIOUSLY
DISCLOSED TO USER. Subscriber acknowledges and agrees that all State Confidential
Information disclosed to Subscriber prior to the effecrive date of this Agreement shall be subject to
the provisions of this Agreement.
7. LICENSE AND PROTECTION OF PROPRIETARY RIGHTS. During the term
of this Agreement, subject to the terms and conditions hereof, the State, with the permission of the
State of Minnesota, State Court Administrator's Office ("SCAO") hereby grants to Subscriber a
nonexclusive, nontransferable, limited license to use the MNCIS Programs to access the Records.
SCAO and the State reserve the right to make modificarions to the MNCIS Programs and MNCIS
Databases, and related materials without notice to Subscriber. T'hese modifications shall be treated
in all respects as their previous counterparts.
a. MNCIS Programs. SCAO is the copyright owner and licensor of the
MNCIS Programs. The combination of ideas, procedures, processes, systems, logic,
coherence and methods of operation embodied within the MNCIS Programs, and all
information contained in documentation pertaining to the MNCIS Prograins, including but
not limited to manuals, user documentation, and passwords, aze trade secret information of
SCAO and its licensors.
b. MNCIS Databases. SCAO is the copyright owner and licensor of the
MNCIS Databases and of all copyrightable aspects and components thereof. All
specifications and information pertaining to the MNCIS Databases and their shucture,
sequence and organization are trade secret information of SCAO and its licensors.
c. Marks. Subscriber shall neither have nor claim any right, title, or interest in
or use of any trademark used in connection with MNCIS, including but not limited to the
mazks "MNCIS" and "Odyssey."
d. Restrictions on Duplication, Disclosure, and Use. Trade secret information
of SCAO and its licensors will be treated by Subscriber in the same manner as State
Confidential Information. In addition, Subscriber will not copy any part of the MNCIS
Programs ox M1�3CIS Databases, or reverse engineer or otherwise attempt to discern the
source code of the MNCIS Programs, or use any trademark of SCAO or its licensors, in any
way or for any purpose not specifically and expressly authorized by this Agreement. As used
herein, "trade secret information of SCAO and its licensors" means any information
2G-Agreement P�7NCIS Government Logir; — Novembe� 6, 2005 ;ITD_S�_Q369a? �'�9� 4 a� �
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possessed by SCAO which derives independent econoxnic value from not being generally
known to, and not being readily ascertainable by proper means by, other persons who can
obtain economic value from its disclosure or use. Trade secret informafion of SCAO and its
licensors" does not, however, include information which was known to Subscriber prior to
Subscriber's receipt thereof, either directly or indirectly, from SCAO or its licensors,
information which is independently developed by Subscriber without reference to or use of
information received from SCAO or its licensors, or information which would not qualify as
a trade secret under Minnesota law. It will not be a violation of this section d for Subscriber
to make up to one copy of online training materials and screen images for each individual
authorized to access MNCIS, solely for its own use in connection with this Agreement.
Subscriber will talce all steps reasonably necessary to protect the copyright, trade secret, and
trademazk rights of SCAO and its licensors and Subscriber will advise its bona fide personnel
who are permitted access to any of the MNCIS Programs, MNCIS Databases, and trade
secret informarion of SCAO and its licensors, of the resh upon duplication, disclosure
and use contained in this Ageement.
e. Proprietary Notices. Subscriber will not remove any copyright or proprietary
nofices included in and/or on the MNCIS Programs, MNCIS Databases, or trade secret
information of SCAO and its licensors, or any part thereof, made available by SCAO or the
State, and Subscriber will include in and/or on any copy of the MNCIS Programs, MNCIS
Databases, or trade secret informarion of SCAO and its licensors and any documents
pertaining thereto, the same copyri�t and other proprietary notices as appear on the copies
made available to Subscriber by SCAO or the State, except that copyright notices sha11 be
updated and other proprietary notices added as may be appropriate.
£ Title; Return. The MNCIS Programs, MNCIS Databases, and related
documentation, including but not limited to training material and login account information
and passwords, made available by the State and SCAO to Subscriber hereunder, and all
copies, including partial copies, thereof aze and remain the property of the respective
licensor. Within ten days of the effective date of terminarion of this Agreement, Subscriber
shall either: (i) retum any and all copies of the MNCIS Programs, MNCIS Databases, and
related documentation, including but not limited to training materials and logon account
information; or (2) destroy the same and certify in writing to the State that the same have
been destroyed.
8. INJUNCTIVE RELIEF; LIABILITY. Subscriber acknowledges that the State,
SCAO, SCAO'S licensors, and DCA will be irrepazably harmed if Subscriber's obligations under
this Agreement are not specifically enforced and that the State, SCAO, SCAO' S licensors, and DCA
would not have an adequate remedy at law in the event of an actual or threatened violation by
Subscriber of its obligations. Therefore, Subscriber agrees that the State, SCAO, SCAO'S licensors,
and DCA shall be entitled to an injuncfion or any appropriate decree of specific performance for any
actual or threatened violations or breaches by Subscriber or its bona fide personnel without the
necessity ofthe State, SCAO, SCAO' S licensors, or DCA showing actual damages or that monetary
damages would not afford an adequate remedy. Unless Subscriber is an office, officer, agency,
department, division, or bureau of the state of Minnesota, Subscriber shall be liable to the State,
SCAO, SCAO'S licensors, and DCA for reasonable attorneys fees incurred by the State, SCAO,
SCAO'S licensors, and DCA in obtaining any relief pursuant to this Agreement.
9. INDEMNIFICATION. Subscriber and the State agree that, except as otherwise
expressly provided herein, each pariy will be responsible for its own acts and the results thereof to
2C-Agreement N?NCIS Gcvernment �ogEn - tVovember 6, 2G05 (ITD_SP_Q359aj Page 5 oE 9
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the extent authorized by law and shall not be responsible for the acts of any others and the results
thereof. Liability shall be govemed by applicable law. Without luniting the foregoing, liability of
the State and any Subscriber that is an office, officer, agency, department, division, or bureau of the
state of Minnesota shall be governed by the provisions of the Minnesota Tort Claims Act, Minnesota
Statutes, section 3376, and other applicable law. Without limiting the foregoing, if Subscriber is a
polirical subdivision of the state of Minnesota, liability of the Subscriber shall be governed by the
provisions of Minn. Stat. Ch. 466 (Tort Liability, Political Subdivisions) or other applicable law.
10. SECURITY, LOGON ID'S, PASSWORDS. Promptly following approval of the
request pursuant to section 3 of this Agreement, the State will provide user with informafion on how
to login to MNCIS, including but not limited to login ID(s), password(s) and technical connection
information. Rules and requirements with respect to security and activation passwords are set forth
in the Policies & Notices. Subscriber will not violate or attempt to violate such Policies & Notices,
and upon any such violations or attempted violarions the State may immediately terminate this
Agreement without prior notice to Subscriber.
11. AVAILABILITY. Specific terms of availability shall be established by the State and
set forth in the Policies & Notices. The State reserves the right to terminate this Agreement
immediately and/or temporarily suspend the Subscriber's access in the event the capacity of any host
computer system or legislative appropriation of funds is determined solely by the State to be
insufficient to meet the computer needs of the courts served by the host computer system. Monthly
fees, if any, sha11 be prorated only for periods of suspension or upon termination of this Agreement.
12. ACKNOWLEDGMENT BY INDIVIDUALS WITH ACCESS TO RECORDS
TAROUGH MNCIS. To effect the purposes of this agreement, Subscriber shall advise each
individual who is permitted use and/or access to Records through MNCIS of the requirements and
restricrions in this agreement and shall require each individual to acknowledge in writing that the
individual has read and understands such requirements and restrictions. Subscriber shall keep such
acknowledgements on file for one year following termination of this agreement and shall provide the
State with access to, and copies of, such acknowledgments upon request.
13. ADDITIONAL USER OBLIGATIONS. The obligations ofthe Subscriber set forth
in this secrion are in addition to the other obligations of the Subscriber set forth elsewhere in this
Agreement.
a. Judicial Policy Statement. Subscriber agrees to comply with all policies
identified in the Policies & Notices. Upon failure of the Subscriber to comply with such
policies, the State shall have the option of immediately suspending the Subscriber's access on
a temparary basis and/or immediately terminating this Agreement.
b. Access and Use; Log. Subscriber shall be responsible for all access to and
use of Records through MNCIS by Subscriber's bona fide personnel or by means of
Subscriber's equipment or passwords, whether or not Subscriber has knowledge of or
authorizes such access and use. Subscziber shall also maintain a log identifying a11 persons
to whom Subscriber has disciosed its login ID(s) and password(s), including the date of such
disclosure. Subscriber shall maintain such logs for a period of one year following
termination of this agreement, and sha11 provide the State with access to, and copies of, such
logs upon request. The State may conduct audits of Subscriber's logs and use of Records
accessed through MNCIS from time to time. Upon Subscriber's failure to maintain such
2GAgreemenf MNCiS Gavernmant Lcgin -- Nov�mber 6, 2005 {i i G_SP_0369a) P�ge 5 Q# 9
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logs, to maintain accurate logs, or to promptly provide access by the State to such logs, the
State may tenninate this Agreement without prior norice to Subscriber.
c. Personnel. Subscriber agees to invesfigate, at the request of the State, all
allegations of misconduct pertaining to Subscriber's bona fide personnel having access to
Records through MNCIS, State Confidenrial Information, or trade secret information of the
SCAO and its licensors where such persons violate the provisions ofthis Agreement, Policies
& Notices, or other security requirements or laws regulating access to the Records.
14. FEES; INVOICES. Unless the Subscriber is an office, officer, department, division,
agency, or bureau of the state of Minnesota, Subscriber shall pay the fees, if any, set forth in the
Policies & Notices, together with applicable sales, use or other tases. Applicable monthly fees
commence ten (10) days after nofice of approval of the request pursuant to section 2 of this
Agreement or upon the initial Subscriber transaction as defined in the Policies & Nofices, whichever
occurs earlier. When fees apply, the State shall invoice Subscriber on a monthly basis for charges
inctured in the preceding month and applicable taxes, if any, and payment of all amounts shall be due
upon receipt of invoice. If all amounts are not paid within 30 days of the date of the invoice, the
State may ixnmediately cancel this Ageement without notice to Subscriber and pursue all available
legal remedies. Subscriber certifies that funds haue been appropriated for the payment of chazges
under this Agreement for the current fiscal yeaz, if applicable.
15. MODIFTCATION OF F'EES. SCAO may modify the fees by amending the Policies
& Notices as provided herein, and the modified fees shall be effective on the date specified in the
Policies & Notices, which sha11 not be less than thirty days from the publication of the Policies &
Notices. Subscriber shall have the option of accepting such changes or terminating this Agreement
as provided in paragraph 1 hereof.
16. WARRANTY DISCLAIMERS.
a. WARRANTY EXCLUSIONS. EXCEPT AS SPECIFICALLY AND
EXPRESSLY PROVIDED HEREIN, STATE, SCAO, SCAO'S LICENSORS, AND DCA
MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING
BUT NOT LIMITED TO THE WARRANTIES OF FITNESS FOR A PARTICULAR
PURPOSE OR MERCHANTABILITY, NOR ARE ANY WARRANTIES TO BE
IMPLIED, WITH RESPECT TO THE INFORMATION, SERVICES OR COMPUTER
PROGRAMS MADE AVAILABLE UNDER THIS AGREEMENT.
b. ACCURACY AND COMPLETENESS OF INFORMATION. WTTHOUT
LIMITING THE GENERALTTY OF THE PRECEDING PARAGRAPH, STATE, SCAO,
SCAO'S LICENSOR5, AND DCA MAKE NO WARRANTIES AS TO THE ACCURACY
OR COMPLETENESS OF THE INFORMATION CONTAINED IN THE RECORDS.
17. RELATIONSHIP OF THE PARTIES. Subscriber is an independent contractor and
shall not be deemed for any purpose to be an employee, partner, agent or franchisee of the State,
SCAO, SCAO'S licensors, or DCA. Neither Subscriber nor the State, SCAO, SCAO'S licensors, or
DCA shall have the right nor the authority to assume, create or incw any liability or obligation of any
kind, express or implied, against or in the name of or on behalf of the other.
2GAgreement �"NCIS Gov�rnrnent �ogin - Novarnb2r 6. 2005 (iTC}_SG_0369a) Pagz ? a� 9
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18. NOTICE. Except as provided in secfion 2 regarding notices of or modifications to
MNCIS, Policies & Notices, and the Request Form, and in sections 14 and 15 regazding notices ofor
modification of fees, any notice to State or Subscriber hereunder shall be deemed to have been
received when personally delivered in writing or seventy-two (72) hours after it has been deposited
in the United States mail, first class, proper postage prepaid, addressed to the party to whom it is
intended at the address set forth on page one of this Agreement or at such other address of which
notice has been given in accordance herewith.
19. NON-WAIVER. The failure by either party at any time to enforce any of the
provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to
exercise any option herein provided, shall not constitute a waiver of such provision, remedy or
option or in any way affect the validiry of this Agreement. The waiver of any default by either Pazty
shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver
is directed.
20. FORCE MAJEURE. Neither party shall be responsible for failure or delay in the
performance of their respective obligations hereunder caused by acts beyond their reasonable control.
21. SEVERABILITY. Every provision of this Agreement shall be construed, to the
extent possible, so as to be valid and enforceable. If any provision of this Agreement so conshued is
held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such
provision shall be deemed severed from this Agreement, and all other provisions shall remain in full
force and effect.
22. ASSIGNMENT AND BINDING EFF'ECT. Except as otherwise expressly
permitted herein, neither Party may assign, delegate and/or otherwise transfer this Agreement or any
of its rights or obligations hereunder without the prior written consent of the other. This Agreement
shall be binding upon and inure to the benefit of the Parties hereto and their respective successors
and assigns, including any corporation or other legal entity into, by or with which Subscriber may be
merged, acquired or consolidated or which may purchase the enrire assets of Subscriber.
23. GOVERNING LAW. This Agreement shall in a11 respects be governed by and
interpreted, construed and enforced in accordance with the laws of the United States and of the State
of Minnesota.
24. VENUE AND NRISDICTION. Any action arising out of ar relaring to this
Agreement, its performance, enforcement or breach will be venued in a state or federal court situated
within the State of Minnesota. Subscriber hereby irrevocably consents and submits itself to the
personal jurisdiction of said courts for that purpose.
25. INTEGRATION. This Agreement sets forth the entire Agreement and
understanding between the Parties regarding the subject matter hereof and supersedes any prior
representations, statements, proposals, negotiations, discussions, understandings, or agreements
regarding the same subject matter. Except as otherwise expressly provided in section 2 regarding
MNCIS, Policies & Notices, and the Request Form, and in sections 14 & 15 regarding fees, any
amendments or modifications to this Agreement shall be in writing signed by both Parties.
2G-Ayreement fviNCIS Gcvemment �ogin — Navembe; 8, 2G05 (ITG_SP_4369a) Paaa 8 cf 9
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IN WITNESS WHEREOF, the Parties have, by their duly authorized officers, executed this
Agreement in duplicate, intending to be bound thereby.
1. SUBSCRIBER 2. The State �\ ,!�
By (SIGNATURE) �
�
Date
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l
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2C-Aoreemenc MNGIS Government Lcgin — November 6, 2005 (ITD_SP_Q369a) Pa�e 9 cf 9