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HomeMy WebLinkAboutC-5136 - Subscription Renewal Agreement, Amendment No. 1-3and PART I CEB OnLAW AMENDMENT NO. 7 SUBSCRIPTION AGREEMENT No. 910220/2021-2022 Date: December 15, 2020 Newport Beach City Attorney ("Subscriber") The University of California, on behalf of its Continuing Education of the Bar, California ("CEB") THE SUBSCRIPTION AGREEMENT for the following: 1. Description: CEB's content online called "OnLAW" 2. Number of users: Content will continue to be provided to 1-10 users at Subscriber's office in Newport Beach, California. 3. Method of access: Via individual registration and sign on for 10 All-OnLAW passwords. IS AMENDED AS FOLLOWS: Term: The subscription term will begin on March 12, 2021 and extend through March 11, 2022 . Failure to renew by this date will result in automatic termination of access to Content Included. OnLAW Price: Year 2021-2022 OnLAW $9,530.00 There is no print purchasing requirement from the date of this contract. Returns of prior print updates are not allowed beyond CEB's return policy. Twelve monthly payments of $ 794.17 per month. Library Links N/A Reasonable CEB defines reasonable use of OnLAW as viewing up to 500 pages and printing up to Use: 100 pages, per day. All other terms and conditions of Part I and Part II of the Agreement remain unchanged and in full effect. I WITNESS WHEREOF, the parties have executed this agreement by their authorized representatives. APPROVALS: j / 2 Date: - By: C, By: Title: I l' Y 7 1 -4 e, r/V e _ Customer Name: Newport Beach Citv Attorn Address: 100 Civic Center D Beach. CA 92660 Date: 01/06/2021 By: Eleanor Petri, Director of Business Portfolio CEB - Continuing Education of the Bar, California The University of California 2100 Franklin Street, Suite 500 Oakland, CA 94612-2001 APPROVED AS TO FORM: CITY ATF? OFFICE Date: f �G 2 j A In C. Harp, City tt ey and CEB OnLAW AMENDMENT NO. 6 SUBSCRIPTION AGREEMENT No. 910220/2020-2021 Date: January 2, 2020 Newport Beach City Attorney ("Subscriber") The University of California, on behalf of its Continuing Education of the Bar, California ("CEB") PART I THE SUBSCRIPTION AGREEMENT for the following: 1. Description: CEB's content online called "OnLAW" 2. Number of users: Content will continue to be provided to 1-10 users at Subscriber's office in Newport Beach, California. 3. Method of access: Via individual registration, seat claim, and sign on for 10 All-OnLAW passwords. IS AMENDED AS FOLLOWS: Term: The subscription term will begin on March 12, 2020 and extend through March 11, 2021 . Failure to renew by this date will result in automatic termination of access to Content Included. OnLAW Price: Year 2020-2021 OnLAW $9,075.00 There is no print purchasing requirement from the date of this contract. Returns of prior print updates are not allowed beyond CEB's return policy. Twelve monthly payments of $ 756.25 Library Links N/A per month. Reasonable CEB defines reasonable use of OnLAW as viewing up to 500 pages and printing up to Use: 100 pages, per day. All other terms and conditions of Part I and Part II of the Agreement remain unchanged and in full effect. 1 WITNESS WHEREOF, the parties have executed this agreement by their authorized representatives. APPROVALS: Date: , (17�Z02-c' By: Title: ` i— Customer Name: Newport Beach City Attorney Address: 100 Civic Center Drive Newport Beach, CA 92660 Dat By: Eleanor Petri, Director of Business Portfolio CEB - Continuing Education of the Bar, California The University of California 2100 Franklin Street, Suite 500 Oakland, CA 94612-2001 Approvext j "1-2, ( 1�-- • I on C. Harp, City Attorney ©aged: I % 2110 L Olkjl'SCas -WAI OS� and DADTI CEB OnLAW AMENDMENT NO. 5 SUBSCRIPTION AGREEMENT No. 910220/2019-2020 Date: January 28, 2019 Newport Beach City Attorney ("Subscriber") The University of California, on behalf of its Continuing Education of the Bar, California ("CEB") THE SUBSCRIPTION AGREEMENT for the following: 1. Description: CEB's content online called "OnLAW" 2. Number of users: Content will continue to be provided to 1-10 users at Subscriber's office in Newport Beach, California. 3. Method of access: Via individual registration, seat claim, and sign on for 10 All-OnLAW passwords. IS AMENDED AS FOLLOWS: Term: The subscription term will begin on March 12, 2019 and extend through March 11, 2020 . Failure to renew by this date will result in automatic termination of access to Content Included. OnLAW Price: Year 2019-2020 OnLAW $8,640.00 There is no print purchasing requirement from the date of this contract. Returns of prior print updates are not allowed beyond CEB's return policy. Twelve monthly payments of $ 720.00 per month. Library Links N/A Reasonable CEB defines reasonable use of OnLAW as viewing up to 500 pages and printing up to Use: 100 pages, per day. All other terms and conditions of Part I and Part II of the Agreement remain unchanged and in full effect. E WITNESS WHEREOF, the parties have executed this agreement by their authorized representatives. APPROVALS: , a .A Dat By: Title Cus A ddress: 100 Civic Center Drive Newport Beach CA 92660 U Date: i By:�� Eleanor Petri, Business Manag r CEB - Continuing Education of the Bar, California The University of California 2100 Franklin Street, Suite 500 Oakland, CA 94612-2001 611 Approved: Tw'ron Harp, City Attorney 0101 GoUG -- M1055 2 and CEB OnLAW AMENDMENT NO. 4 SUBSCRIPTION AGREEMENT No. 910220/2018-2019 Date: December 11. 2017 Newport Beach City Attorney ("Subscriber") The University of California, on behalf of its Continuing Education of the Bar, California ("CEB") PART I THE SUBSCRIPTION AGREEMENT for the following: 1. Description: CEB's content online called "OnLAW" 2. Number of users: Content will continue to be provided to 1-10 users at Subscriber's office in Newport Beach, California. 3. Method of access: Via individual registration, seat claim, and sign on for 10 All-OnLAW passwords. IS AMENDED AS FOLLOWS: Term: The subscription term will begin on March 12, 2018 and extend through March 11, 2019 Failure to renew by this date will result in automatic termination of access to Content Included. OnLAW Price: Year 2018-2019 OnLAW $8,227.00 There is no print purchasing requirement from the date of this contract. Returns of prior print updates are not allowed beyond CEB's return policy. Twelve monthly payments of $ 68S.59 per month. Library Links N/A Reasonable CEB defines reasonable use of OnLAW as viewing up to 500 pages and printing up to Use: 100 pages, per day. All other terms and conditions of Part I of the Agreement remain unchanged and in full effect. PART II Please note: The following is CEB's standard all-purpose access agreement. Acceptance of this access agreement is required in order to subscribe to the material described in Part I of the subscriber agreement. No changes in this standard all-purpose access agreement are permitted. CEB ELECTRONIC PRODUCTS Access Agreement This Access Agreement ("Agreement") is between The Regents of the University of California, on behalf of Continuing Education of the Bar, ("CEB") and Licensee for access to CEB's electronic products. You may print this Agreement for your reference, and a link to this Agreement is provided on the CEB website so that you may view this Agreement at any time. 1. DEFINITIONS A. "CEB website" means the website, and all subsequent Web pages made available by any CEB server. B. "Content" means all indexes, scans (including, but not limited to, scans of works in the public domain and derivative works there from), text (including, but not limited to, work in the public domain and derivative works there from), outlines, headings, charts, graphics, photographs, animations, scripts, icons, audio, video, data and all other non -Software components of the Product, regardless of the form of media in which such Content is stored, transmitted, or communicated. C. "Licensee" or "you" means you, the user, who agrees to the terms of this Agreement by clicking on the "I Agree" icon. D. "Online Programs" means materials in legal subject areas provided by CEB through the CEB website, including, but not limited to, audio and video portions of live webcasts of CEB programs and on -demand webcasts, the use of which is governed by this Agreement. E. "Product" means Online Programs, Content, and Software, and any portion thereof, that are accessible either through CEB-provided CD-ROM/DVD media or on the Internet at www.ceb.com or another uniform resource locator that CEB might designate. F. "Software" means all computer code (both source and object), applets, interfaces, commands, syntax, and expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Content in the Product, whether created by CEB or licensed from third parties. G. "Use" means accessing, displaying, or performing the Product, or reproducing the Product in limited portions as authorized under this Agreement. 2. LICENSE AND PERMITTED USE A. The Product comprises original works of authorship (including, but not limited to, derivative works based on graphical scans or typed text of public domain materials) that are both proprietary and intellectual properties of The Regents of the University of California or its suppliers and are protected by the terms of this Agreement as well as domestic and foreign contractual and intellectual property laws, including, but not limited to, copyright, trademark, and patent laws. B. Entity Licensees are liable for the acts of individuals with access to CEB's electronic products through the entity's subscription, and are responsible for ensuring that individuals with access to CEB's electronic products through the entity's subscription comply with the terms of this Agreement. C. To the extent that you receive Software from CEB, such Software is deemed part of the Product. D. CEB grants to you a non-exclusive, non -transferable, and revocable license to: 1. Use the Product as provided herein, until your subscription or license is terminated as provided in this Agreement; 2. Access, load, store, and operate the Product with browser Software; 3. Access the Product, including the Content, via the Internet; and 4. Display, download or print portions of the Product on an ad hoc basis for your own personal, academic, educational, research, and professional law practice use, subject to the limitations in this Agreement, which shall include reasonable use, rather than excessive use. 5. IThis Section 2.C.5 applies only if you obtained a Product on CD-ROM/DVD 1 The scope of your authorized Use of the CD-ROM/DVD version of a Product depends on the product you have purchased. a. Forms Disc: This Agreement authorizes you to install and use the disc on one computer. You may for convenience use the disc on one additional computer at an alternate workplace such as your home. b. CalDisc Disc: This Agreement authorizes you to install and use the disc in accordance with the terms of this Agreement, and to install and use the disc on a local area network, wide area network, or any other multiple -user computer hardware/software configuration within a single firm, agency, or company, if a specific license for such network or multiple -user Use has been obtained from CEB. c. Practice Libraries Disc: This Agreement authorizes you to install and use the disc on one computer, though that computer may alternate, and to install and use the disc on a local area network, wide area network, or any other multiple -user computer hardware/software configuration within a single firm, agency, or company, if a specific license for such network or multiple -user Use has been obtained from CEB. d. Reference Material Disc: This Agreement authorizes you to install and use the disc on one computer, though that computer may alternate. e. Audio Disc: This Agreement authorizes you to install and use the disc on one audio player, though that audio player may alternate. f. Essential Forms Judicial Council Forms/County Court Forms: This Agreement authorizes you to install and use the materials on up to five computers, and to install and use the materials on a local area network, wide area network, or any other multiple -user computer hardware/software configuration within a single firm, agency, or company, if a specific license for such network or multiple -user Use has been obtained from CEB. E. Notwithstanding any Use permitted above, (and except that Licensee may on an occasional and irregular basis incorporate small portions of information from the Content in communications to clients or for other purposes during the normal course of its business, subject to the requirement that the source is cited each time content is distributed), you shall NOT, without the prior written consent of CEB: 1. Decompile, reverse engineer, disassemble, or create derivative works from the Product; 2. Remove or obscure any proprietary notices, including, but not limited to, any and all copyright, trademark, and patent designations contained in the Product; 3. Upload, post, e-mail, transmit, publish, re -publish, distribute, create abstracts from, display, or otherwise make available the Product to any third parties including posting any Content to newsgroups, mail lists, or electronic bulletin boards, or sharing with public cloud service providers; or 4. Use the Product for any commercial, financial, or other beneficial purpose, including, but not limited to, advertising, exploitation, rental, lease, license, sale, or resale of the Product except as authorized under this Agreement; 5. Assign, rent, lend, lease, sell, sublicense, transfer, export from the United States, copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, extract components from, or create derivative works of the Product, except as authorized under this Agreement; or 6. Remove, modify, hide, or otherwise make unreadable or non -viewable any notice, legend, advice, watermark, or other designation contained on the Product, component thereof, or output there from. F. You shall not interrupt, or attempt to interrupt, the operation of the CEB website in any way G. The CEB website may include technological protection measures that effectively control access, reproduction, or distribution of the Product. Any attempt to tamper or dismantle these protections is a breach of this Agreement and may be a violation of the Digital Millennium Copyright Act of 1998, which violation may subject the violator to civil and criminal penalties. H. CEB reserves the right to log off subscribers who are inactive for an extended period of time and log off subscribers who violate any provision of this Agreement. I. All downloading, printing, or other use in excess of that as instructed by CEB requires PRIOR written permission from CEB by contacting CEB at permissions@ceb.ucla.edu or by mail at CEB Permissions Desk, 2100 Franklin Street, Suite 500, Oakland, CA 94612; facsimile: (510) 302-2001. J. CEB reserves the right to make its own determinations as to what constitutes reasonable use, or an acceptable number of pages for downloading, printing, or other use. CEB has the right to monitor use of the Product, in accordance with the terms of our Privacy Policy, and to contact individuals whom CEB determines to have exceeded such reasonable use and take any action deemed appropriate. K. You may reproduce any legal forms included in the Product as models for operative legal documents prepared by you in your professional law practice. L. You may link to the CEB website from locations outside the CEB website provided: 1. You do not remove or obscure, by framing or otherwise, advertisements, the copyright notice or other proprietary notices in the CEB website; and 2. You agree to immediately discontinue providing links to the CEB website if requested to do so by CEB. M. You are responsible for any fees or charges made by an Internet service provider or other third party service incurred by you to access the Product. 3. MODIFICATIONS A. To the Agreement. CEB reserves the right to modify this Agreement and any policies affecting the Product at any time. Any such modification shall be effective immediately upon posting to the CEB website or distribution via electronic mail or conventional mail. Your continued access to the Product after any such modification to this Agreement shall be conclusively deemed an acceptance of all such modifications, regardless whether you have notice of such modifications. Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of CEB in providing the Product, including, but not limited to, (1) any change in the Content or (2) any change in the amount or type of fees associated with the Product, is to terminate your subscription in accordance with the provisions of this Agreement. B. To the CEB website. CEB reserves the right to modify, suspend, or discontinue the CEB website or any portion thereof at any time, including the availability of any area of the CEB website, including, but not limited to, the availability of the Product. CEB may also impose limits on certain features and services or restrict your access to parts or the entire CEB website without notice or liability. Your sole recourse in such event shall be to terminate your subscription as provided in this Agreement. 4. PRIVACY POLICY CEB's Privacy Policy is available on the CEB website. Any changes, modifications, or updates to CEB's Privacy Policy will be posted on the CEB website. S. YOUR REPRESENTATIONS AND WARRANTIES You represent, warrant, and covenant that: A. You will use the Product in accordance with the terms of this Agreement. B. The information that you have provided to CEB is true and accurate. C. You shall at all times comply with all applicable laws, rules, and regulations with respect to your Use of the Product. D. You shall not use the Product to infringe, misappropriate, or violate the rights of CEB or third parties. E. You shall not knowingly or otherwise introduce to or through the Product any viruses or other items of a destructive nature. F. You shall comply at all times with this Agreement, including any modifications to this Agreement in accordance with this Agreement. 6. DISCLAIMER OF WARRANTIES A. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE PRODUCT AND THE CONTENT AVAILABLE THROUGH THE PRODUCT IS ON AN "AS IS," "AS AVAILABLE" BASIS, AND CEB SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY STATUTORY WARRANTY OF NON -INFRINGEMENT. B. The Product is distributed subject to your understanding that CEB does not render any legal, accounting, or other professional advice or services. Attorneys or other legal professionals using the Product in connection with client or personal legal matters should also research all applicable statutes, rules, regulations, court decisions, and other original sources of authority. C. No employee or other agent of CEB is authorized to modify the foregoing disclaimer of warranties or to make any additional warranties, either orally or in writing, except as expressly provided in Paragraph 3 above. D. FOR CD-ROM/DVD PRODUCTS ONLY For a period of 90 days from the date when you receive a CD- ROM/DVD Product, CEB warrants that the CD-ROM/DVD or other tangible medium included in the Product will be free of any defects that prevent you from using the Product. CEB's sole obligation under this warranty is to replace any defective CD-ROM/DVD or other tangible medium, provided that you have given CEB written notice of the defect within that 90 -day period. 7. LIMITATIONS ON LIABILITY A. USE OF THE PRODUCT IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE PRODUCT, ACCESSED EITHER VIA CD-ROM/DVD OR THROUGH OR OBTAINED BY MEANS OF THE CEB WEBSITE. CEB AND ITS AFFILIATES, AGENTS, LICENSORS, AND ANY TELECOMMUNICATIONS OR NETWORK SERVICES FOR CEB SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE; DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES OR SIMILAR DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR FOR ANY ATTORNEY FEES. B. CEB's website includes facts, views, opinions, and recommendations of third parties deemed to be of interest. CEB does not guarantee the accuracy, reliability, completeness, or timeliness of, or otherwise endorse these views, opinions, or recommendations. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your own risk. C. CEB's website may contain links and pointers to other sites on the Internet maintained by third parties. Such links do not constitute an endorsement by CEB of any third -party site or any materials contained therein. CEB does not control and is not responsible for the availability, accuracy, privacy policy, or currency of such third -party sites or any information, content, products, or services accessible from such third -party sites. D. Your sole remedy in the event of any breach of this Agreement by CEB shall be the termination of your subscription as provided herein. 8. REGISTRATION AND SECURITY A. As part of the registration process, you shall select a password and a User ID. You shall provide CEB with certain registration information, all of which must be accurate and updated as appropriate. For certain CD-ROM/DVD products, subscribers will be issued a unique user access code for each CD-ROM/DVD Product release. B. You shall not select or use the User ID and password of another person with the intent to impersonate that person, or use a User ID and password in which another person has rights, without such person's authorization and its being on the other person's behalf. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your subscription. C. You shall be responsible for maintaining the confidentiality of your password and any relevant access codes provided by CEB. D. You shall immediately notify CEB of any known or suspected unauthorized use(s) of your subscription, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or access code by calling CEB at (510) 302-2000. E. You are responsible for all usage or activity with your subscription, including, but not limited to, use of your subscription by any third party authorized by you to use your subscription, User ID, password, and access code. Only one person may access the Product at any given time using your User ID. You are also responsible for any and all unauthorized use of your subscription. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your subscription, at CEB's sole discretion, and CEB may refer you to appropriate law enforcement agencies. 9. TERM AND TERMINATION Your access right to the Product will continue or renew automatically unless CEB terminates it or you notify CEB of your decision to terminate your subscription. 10. CEB TRADEMARKS You shall not use or refer to any trademarks, service marks, logos, or other identifiers of CEB, or properties owned, controlled, licensed, or otherwise proprietary to CEB, without the prior written consent of CEB. Any such permitted use of any trademarks, service marks, logos, or other identifiers shall inure to the benefit of CEB. 11. EXPORT CONTROL LAWS Software available on the CEB website or as part of the Product may contain technology that is subject to export controls. You agree not to transfer or export such Software from the United States, or to provide such Software to any foreign person or entity in the United States. 12. ASSIGNMENT You shall not assign your rights, duties, or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise, without the prior written consent of CEB, and any attempt to do so shall be deemed null and void, and of no effect. 13. SEVERABILITY If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity shall remain in full force and effect. 14. WAIVER The waiver by either party of a breach or default in any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power, or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party. 15. NOTICE Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given (A) if by hand delivery, upon receipt thereof; (B) if by certified mail, postage prepaid, return receipt requested, upon receipt by the sender of the return receipt; (C) if by facsimile transmission, upon electronic confirmation thereof; (D) if by next -day delivery service, upon such delivery; or (E) if by electronic mail, upon such delivery. 16. FORCE MAJEURE If the performance of any part of this Agreement by the parties is prevented, hindered, delayed, or otherwise made impracticable by reason of any flood, riot, terrorism, earthquake, fire, judicial or governmental action, labor disputes, act of God, or any other causes beyond the control of either party, that party shall be excused from its performance to the extent that it is prevented, hindered, or delayed by such causes, provided, however, that if such period of force majeure lasts more than thirty (30) days, then the other party hereto may terminate this Agreement. 17. CHOICE OF LAW This Agreement shall be governed by the laws of the State of California without regard to the principles of conflicts of laws or provisions regarding such. 18. JURISDICTION AND VENUE Any controversies or claims arising out of or relating in any way to this Agreement or a breach thereof, shall be adjudicated in the courts of the State of California. 19. HEADINGS The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. 20. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior agreements between the parties, whether written or oral, relating to the same subject matter. WITNESS WHEREOF, the parties have executed this agreement by their authorized representatives. APPROVALS: Date: �— / `-- ?— / I By: Aaron C. Harp%�--- Title: City Attorney Customer Name: NEWPORT BEACH CITY ATTORNEY Address: 100 CIVIC CENTER DRIVE NEWPORT BEACH, CA 92660 Date: By: Eleanor Petri, Business Manager CEB - Continuing Education of the Bar, California The University of California 2100 Franklin Street, Suite 500 Oakland, CA 94612-2001 APPROVED A3 TO FORM., CIiYATi Y'S OFFICH[�- AYlnfi •'ol,�CRY YotMX11Z� i Attest: A&6j. N-*�9 City Clerk 3 ('n (Ji CEB OnLAW AMENDMENT NO. 3 SUBSCRIPTION AGREEMENT V No. 910220 / 2017-2018 and Date: February 03. 2017 Newport Beach City Attorney ("Subscriber") The University of California, on behalf of its Continuing Education of the Bar, California ("CEB") PART THE SUBSCRIPTION AGREEMENT for the following: 1. Description: CEB's content online called "OnLAW" 2. Number of users: Content will continue to be provided to 1-10 users at Subscriber's office in Newport Beach, California. 3. Method of access: Via individual registration, seat claim, and sign on for 50 All-OnLAW passwords. Additional passwords may be purchased as needed for $115.00 each during the 2017-2018 contract term. IS AMENDED AS FOLLOWS: Term: The subscription term will extend through March 11, 2018 . Failure to renew by this date will result in automatic termination of access to Content Included. OnLAW Price: Year 2017-2018 OnLAW $7,835.00 There is no print purchasing requirement from the date of this contract. Returns of prior print updates are not allowed beyond CEB's return policy. Twelve monthly payments of $ 652.92 per month. Library Links Reasonable CEB defines reasonable use of OnLAW as viewing up to 500 pages and printing up to Use: 100 pages, per day. All otherterms and conditions of Part I of the Agreement remain unchanged and in full effect. PART II Please note: The following is CEB's standard all-purpose access agreement. Acceptance of this access agreement is required in order to subscribe to the material described in Part I of the subscriber agreement. No changes in this standard all-purpose access agreement are permitted. CEB ELECTRONIC PRODUCTS Access Agreement This Access Agreement ("Agreement") is between The Regents of the University of California, on behalf of Continuing Education of the Bar, ("CEB") and Licensee for access to CEB's electronic products. You may print this Agreement for your reference, and a link to this Agreement is provided on the CEB website so that you may view this Agreement at any time. 1. DEFINITIONS A. "CEB website" means the website, and all subsequent Web pages made available by any CEB server. B. "Content" means all indexes, scans (including, but not limited to, scans of works in the public domain and derivative works there from), text (including, but not limited to, work in the public domain and derivative works there from), outlines, headings, charts, graphics, photographs, animations, scripts, icons, audio, video, data and all other non -Software components of the Product, regardless of the form of media in which such Content is stored, transmitted, or communicated. C. "Licensee" or "you" means you, the user, who agrees to the terms of this Agreement by clicking on the "I Agree" icon. D. "Online Programs" means materials in legal subject areas provided by CEB through the CEB website, including, but not limited to, audio and video portions of live webcasts of CEB programs and on -demand webcasts, the use of which is governed by this Agreement. E. "Product" means Online Programs, Content, and Software, and any portion thereof, that are accessible either through CEB-provided CD-ROM/DVD media or on the Internet at www.ceb.com or another uniform resource locator that CEB might designate. F. "Software" means all computer code (both source and object), applets, interfaces, commands, syntax, and expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Content in the Product, whether created by CEB or licensed from third parties. G. "Use" means accessing, displaying, or performing the Product, or reproducing the Product in limited portions as authorized under this Agreement. 2. LICENSE AND PERMITTED USE A. The Product comprises original works of authorship (including, but not limited to, derivative works based on graphical scans or typed text of public domain materials) that are both proprietary and intellectual properties of The Regents of the University of California or its suppliers and are protected by the terms of this Agreement as well as domestic and foreign contractual and intellectual property laws, including, but not limited to, copyright, trademark, and patent laws. B. Entity Licensees are liable for the acts of individuals with access to CEB's electronic products through the entity's subscription, and are responsible for ensuring that individuals with access to CEB's electronic products through the entity's subscription comply with the terms of this Agreement. C. To the extent that you receive Software from CEB, such Software is deemed part of the Product. D. CEB grants to you a non-exclusive, non -transferable, and revocable license to: 1. Use the Product as provided herein, until your subscription or license is terminated as provided in this Agreement; 2. Access, load, store, and operate the Product with browser Software; 3. Access the Product, including the Content, via the Internet; and 4. Display, download or print portions of the Product on an ad hoc basis for your own personal, academic, educational, research, and professional law practice use, subject to the limitations in this Agreement, which shall include reasonable use, rather than excessive use. 5. (This Section 2.C.5 applies only if you obtained a Product on CO-ROM/DVD. The scope of your authorized Use of the CD-ROM/DVD version of a Product depends on the product you have purchased. a. Forms Disc: This Agreement authorizes you to install and use the disc on one computer. You may for convenience use the disc on one additional computer at an alternate workplace such as your home. b. CalDisc Disc: This Agreement authorizes you to install and use the disc in accordance with the terms of this Agreement, and to install and use the disc on a local area network, wide area network, or any other multiple -user computer hardware/software configuration within a single firm, agency, or company, if a specific license for such network or multiple -user Use has been obtained from CEB. c. Practice Libraries Disc: This Agreement authorizes you to install and use the disc on one computer, though that computer may alternate, and to install and use the disc on a local area network, wide area network, or any other multiple -user computer hardware/software configuration within a single firm, agency, or company, if a specific license for such network or multiple -user Use has been obtained from CEB. d. Reference Material Disc: This Agreement authorizes you to install and use the disc on one computer, though that computer may alternate. e. Audio Disc: This Agreement authorizes you to install and use the disc on one audio player, though that audio player may alternate. f. Essential Forms Judicial Council Forms/County Court Forms: This Agreement authorizes you to install and use the materials on up to five computers, and to install and use the materials on a local area network, wide area network, or any other multiple -user computer hardware/software configuration within a single firm, agency, or company, if a specific license for such network or multiple -user Use has been obtained from CEB. E. Notwithstanding any Use permitted above, (and except that Licensee may on an occasional and irregular basis incorporate small portions of information from the Content in communications to clients or for other purposes during the normal course of its business, subject to the requirement that the source is cited each time content is distributed), you shall NOT, without the prior written consent of CEB: 1. Decompile, reverse engineer, disassemble, or create derivative works from the Product; 2. Remove or obscure any proprietary notices, including, but not limited to, any and all copyright, trademark, and patent designations contained in the Product; 3. Upload, post, e-mail, transmit, publish, re -publish, distribute, create abstracts from, display, or otherwise make available the Product to any third parties including posting any Content to newsgroups, mail lists, or electronic bulletin boards, or sharing with public cloud service providers; or 4. Use the Product for any commercial, financial, or other beneficial purpose, including, but not limited to, advertising, exploitation, rental, lease, license, sale, or resale of the Product except as authorized under this Agreement; 5. Assign, rent, lend, lease, sell, sublicense, transfer, export from the United States, copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, extract components from, or create derivative works of the Product, except as authorized under this Agreement; or 6. Remove, modify, hide, or otherwise make unreadable or non -viewable any notice, legend, advice, watermark, or other designation contained on the Product, component thereof, or output there from. F. You shall not interrupt, or attempt to interrupt, the operation of the CEB website in any way G. The CEB website may include technological protection measures that effectively control access, reproduction, or distribution of the Product. Any attempt to tamper or dismantle these protections is a breach of this Agreement and may be a violation of the Digital Millennium Copyright Act of 1998, which violation may subject the violator to civil and criminal penalties. H. CEB reserves the right to log off subscribers who are inactive for an extended period of time and log off subscribers who violate any provision of this Agreement. I. All downloading, printing, or other use in excess of that as instructed by CEB requires PRIOR written permission from CEB by contacting CEB at permissions@ceb.ucla.edu or by mail at CEB Permissions Desk, 2100 Franklin Street, Suite 500, Oakland, CA 94612; facsimile: (510) 302-2001. J. CEB reserves the right to make its own determinations as to what constitutes reasonable use, or an acceptable number of pages for downloading, printing, or other use. CEB has the right to monitor use of the Product, in accordance with the terms of our Privacy Policy, and to contact individuals whom CEB determines to have exceeded such reasonable use and take any action deemed appropriate. K. You may reproduce any legal forms included in the Product as models for operative legal documents prepared by you in your professional law practice. L. You may link to the CEB website from locations outside the CEB website provided: 1. You do not remove or obscure, by framing or otherwise, advertisements, the copyright notice or other proprietary notices in the CEB website; and 2. You agree to immediately discontinue providing links to the CEB website if requested to do so by CEB. M. You are responsible for any fees or charges made by an Internet service provider or other third party service incurred by you to access the Product. 3. MODIFICATIONS A. To the Agreement. CEB reserves the right to modify this Agreement and any policies affecting the Product at anytime. Any such modification shall be effective immediately upon posting to the CEB website or distribution via electronic mail or conventional mail. Your continued access to the Product after any such modification to this Agreement shall be conclusively deemed an acceptance of all such modifications, regardless whether you have notice of such modifications. Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of CEB in providing the Product, including, but not limited to, (1) any change in the Content or (2) any change in the amount or type of fees associated with the Product, is to terminate your subscription in accordance with the provisions of this Agreement. B. To the CEB website. CEB reserves the right to modify, suspend, or discontinue the CEB website or any portion thereof at any time, including the availability of any area of the CEB website, including, but not limited to, the availability of the Product. CEB may also impose limits on certain features and services or restrict your access to parts or the entire CEB website without notice or liability. Your sole recourse in such event shall be to terminate your subscription as provided in this Agreement. 4. PRIVACY POLICY CEB's Privacy Policy is available on the CEB website. Any changes, modifications, or updates to CEB's Privacy Policy will be posted on the CEB website. S. YOUR REPRESENTATIONS AND WARRANTIES You represent, warrant, and covenant that: A. You will use the Product in accordance with the terms of this Agreement. B. The information that you have provided to CEB is true and accurate. C. You shall at all times comply with all applicable laws, rules, and regulations with respect to your Use of the Product. D. You shall not use the Product to infringe, misappropriate, or violate the rights of CEB or third parties. E. You shall not knowingly or otherwise introduce to or through the Product any viruses or other items of a destructive nature. F. You shall comply at all times with this Agreement, including any modifications to this Agreement in accordance with this Agreement. 6. DISCLAIMER OF WARRANTIES A. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE PRODUCT AND THE CONTENT AVAILABLE THROUGH THE PRODUCT IS ON AN "AS IS, "AS AVAILABLE" BASIS, AND CEB SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY STATUTORY WARRANTY OF NON -INFRINGEMENT. B. The Product is distributed subject to your understanding that CEB does not render any legal, accounting, or other professional advice or services. Attorneys or other legal professionals using the Product in connection with client or personal legal matters should also research all applicable statutes, rules, regulations, court decisions, and other original sources of authority. C. No employee or other agent of CEB is authorized to modify the foregoing disclaimer of warranties or to make any additional warranties, either orally or in writing, except as expressly provided in Paragraph 3 above. D. FOR CD-ROM/DVD PRODUCTS ONLY For a period of 90 days from the date when you receive a CD- ROM/DVD Product, CEB warrants that the CD-ROM/DVD or other tangible medium included in the Product will be free of any defects that prevent you from using the Product. CEB's sole obligation under this warranty is to replace any defective CD-ROM/DVD or other tangible medium, provided that you have given CEB written notice of the defect within that 90 -day period. 7. LIMITATIONS ON LIABILITY A. USE OF THE PRODUCT IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE PRODUCT, ACCESSED EITHER VIA CD-ROM/DVD OR THROUGH OR OBTAINED BY MEANS OF THE CEB WEBSITE. CEB AND ITS AFFILIATES, AGENTS, LICENSORS, AND ANY TELECOMMUNICATIONS OR NETWORK SERVICES FOR CEB SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE; DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES OR SIMILAR DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR FOR ANY ATTORNEY FEES. B. CEB's website includes facts, views, opinions, and recommendations of third parties deemed to be of interest. CEB does not guarantee the accuracy, reliability, completeness, or timeliness of, or otherwise endorse these views, opinions, or recommendations. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your own risk. C. CEB's website may contain links and pointers to other sites on the Internet maintained by third parties. Such links do not constitute an endorsement by CEB of any third -party site or any materials contained therein. CEB does not control and is not responsible for the availability, accuracy, privacy policy, or currency of such third -party sites or any information, content, products, or services accessible from such third -party sites. D. Your sole remedy in the event of any breach of this Agreement by CEB shall be the termination of your subscription as provided herein. 8. REGISTRATION AND SECURITY A. As part of the registration process, you shall select a password and a User ID. You shall provide CEB with certain registration information, all of which must be accurate and updated as appropriate. For certain CD-ROM/DVD products, subscribers will be issued a unique user access code for each CD-ROM/DVD Product release. B. You shall not select or use the User ID and password of another person with the intent to impersonate that person, or use a User ID and password in which another person has rights, without such person's authorization and its being on the other person's behalf. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your subscription. C. You shall be responsible for maintaining the confidentiality of your password and any relevant access codes provided by CEB. D. You shall immediately notify CEB of any known or suspected unauthorized use(s) of your subscription, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or access code by calling CEB at (510) 302-2000. E. You are responsible for all usage or activity with your subscription, including, but not limited to, use of your subscription by any third party authorized by you to use your subscription, User ID, password, and access code. Only one person may access the Product at any given time using your User ID. You are also responsible for any and all unauthorized use of your subscription. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your subscription, at CEB's sole discretion, and CEB may refer you to appropriate law enforcement agencies. 9. TERM AND TERMINATION Your access right to the Product will continue or renew automatically unless CEB terminates it or you notify CEB of your decision to terminate your subscription. 10. CEBTRADEMARKS You shall not use or refer to any trademarks, service marks, logos, or other identifiers of CEB, or properties owned, controlled, licensed, or otherwise proprietary to CEB, without the prior written consent of CEB. Any such permitted use of any trademarks, service marks, logos, or other identifiers shall inure to the benefit of CEB. 11. EXPORT CONTROL LAWS Software available on the CEB website or as part of the Product may contain technology that is subject to export controls. You agree not to transfer or export such Software from the United States, or to provide such Software to any foreign person or entity in the United States. 12. ASSIGNMENT You shall not assign your rights, duties, or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise, without the prior written consent of CEB, and any attempt to do so shall be deemed null and void, and of no effect. 13. SEVERABILITY If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity shall remain in full force and effect. 14. WAIVER The waiver by either party of a breach or default in any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power, or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party. 15. NOTICE Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given (A) if by hand delivery, upon receipt thereof; (B) if by certified mail, postage prepaid, return receipt requested, upon receipt by the sender of the return receipt; (C) if by facsimile transmission, upon electronic confirmation thereof; (D) if by next -day delivery service, upon such delivery; or (E) if by electronic mail, upon such delivery. 16. FORCE MAJEURE If the performance of any part of this Agreement by the parties is prevented, hindered, delayed, or otherwise made impracticable by reason of any flood, riot, terrorism, earthquake, fire, judicial or governmental action, labor disputes, act of God, or any other causes beyond the control of either party, that party shall be excused from its performance to the extent that it is prevented, hindered, or delayed by such causes, provided, however, that if such period of force majeure lasts more than thirty (30) days, then the other party hereto may terminate this Agreement. AttesC Leilaat L Date: 17. CHOICE OF LAW This Agreement shall be governed by the laws of the State of California without regard to the principles of conflicts of laws or provisions regarding such. 18. JURISDICTION AND VENUE Any controversies or claims arising out of or relating in any way to this Agreement or a breach thereof, shall be adjudicated in the courts of the State of California. I#any-lega}-aetiorris-brougI*by. -eTthe*'peftY+egardmgtMrABreement,the-prevailing-parryshatttrew'ftled u7LsZ6vgr:in a-d-difioii 40-vW-0tper-9eliefavai7a61e4+ndeF-"plieable4aw; Feesonebleattorneyfeesand-expenses: 19. HEADINGS The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. 20. ENTIREAGREEMENT This Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior agreements between the parties, whether written or oral, relating to the same subject matter. WITNESS WHEREOF, the parties have executed this agreement by their authorized representatives. APPROVALS: Date: l2� By: Aaron C. Harp Title: City Attorney Customer Name: Newport Beach City Attorney Address: 100 Civic Center Drive Newport Beach CA 92660 Date: By: Lam, < Eleanor Petri, Business Man ger CEB - Continuing Education of the Bar, California The University of California 2100 Franklin Street, Suite 500 Oakland, CA 94612-2001 2/zO ffl APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Dates i �'/a? lr7 BV! Aam 0. —Harp. Ihf Aftomey3 and CEB OnLAW AMENDMENT NO. 2 SUBSCRIPTION AGREEMENT No. 910220/2016-2017 Date: January 6, 2016 Newport Beach City Attorney ("Subscriber") The University of California, on behalf of its Continuing Education of the Bar, California ("CEB") PART THE SUBSCRIPTION AGREEMENT for the following: 1. Description: CEB's content online called "OnLAW" 2. Number of users: Content will continue to be provided to 1-10 Users at Subscriber's office in Newport Beach, California 3. Method of access: Via individual registration, seat claim, and sign on for 50 All-OnLAW passwords. Additional passwords may be purchased as needed for $115.00 each during the 2015-2016 contract term. IS AMENDED AS FOLLOWS: Term: The subscription term will extend through March 11, 2017 . Failure to renew by this date will result in automatic termination of access to Content Included. OnLAW Price: Year 2016-2017 OnLAW $7,460.00 Twelve monthly payments of $ 621.67 per month. Library Links Reasonable CEB defines reasonable use of OnLAW as viewing up to 500 pages and printing up to Use: 100 pages, per day. All other terms and conditions of Part I of the Agreement remain unchanged and in full effect. PART II Please note: The following is CEB's standard all-purpose access agreement. Acceptance of this access agreement is required in order to subscribe to the material described in Part I of the subscriber agreement. No changes in this standard all-purpose access agreement are permitted. CEB ELECTRONIC PRODUCTS Access Agreement This Access Agreement ("Agreement") is between The Regents of the University of California, on behalf of Continuing Education of the Bar, ("CEB") and Licensee for access to CEB's electronic products. You may print this Agreement for your reference, and a link to this Agreement is provided on the CEB website so that you may view this Agreement at any time. 1. DEFINITIONS A. "CEB website" means the website, and all subsequent Web pages made available by any CEB server. B. "Content" means all indexes, scans (including, but not limited to, scans of works in the public domain and derivative works there from), text (including, but not limited to, work in the public domain and derivative works there from), outlines, headings, charts, graphics, photographs, animations, scripts, icons, audio, video, data and all other non -Software components of the Product, regardless of the form of media in which such Content is stored, transmitted, or communicated. C. "Licensee' or "you" means you, the user, who agrees to the terms of this Agreement by clicking on the "I Agree" icon. D. "Online Programs" means materials in legal subject areas provided by CEB through the CEB website, including, but not limited to, audio and video portions of live webcasts of CEB programs and on -demand webcasts, the use of which is governed by this Agreement. E. "Product" means Online Programs, Content, and Software, and any portion thereof, that are accessible either through CEB-provided CD-ROM/DVD media or on the Internet at www.ceb.com or another uniform resource locator that CEB might designate. F. "Software" means all computer code (both source and object), applets, interfaces, commands, syntax, and expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Content in the Product, whether created by CEB or licensed from third parties. G. "Use" means accessing, displaying, or performing the Product, or reproducing the Product in limited portions as authorized under this Agreement. 2. LICENSE AND PERMITTED USE A. The Product comprises original works of authorship (including, but not limited to, derivative works based on graphical scans or typed text of public domain materials) that are both proprietary and intellectual properties of The Regents of the University of California or its suppliers and are protected by the terms of this Agreement as well as domestic and foreign contractual and intellectual property laws, including, but not limited to, copyright, trademark, and patent laws. B. Entity Licensees are liable for the acts of individuals with access to CEB's electronic products through the entity's subscription, and are responsible for ensuring that individuals with access to CEB's electronic products through the entity's subscription comply with the terms of this Agreement. C. To the extent that you receive Software from CEB, such Software is deemed part of the Product. D. CEB grants to you a non-exclusive, non -transferable, and revocable license to: 1. Use the Product as provided herein, until your subscription or license is terminated as provided in this Agreement; 2. Access, load, store, and operate the Product with browser Software; 3. Access the Product, including the Content, via the Internet; and 4. Display, download or print portions of the Product on an ad hoc basis for your own personal, academic, educational, research, and professional law practice use, subject to the limitations in this Agreement, which shall include reasonable use, rather than excessive use. 5. /This Section 1.C.5 applies only if you obtained o Product on CD-ROM/DVD. The scope of your authorized Use of the CD-ROM/DVD version of a Product depends on the product you have purchased. a. Forms Disc: This Agreement authorizes you to install and use the disc on one computer. You may for convenience use the disc on one additional computer at an alternate workplace such as your home. b. CalDisc Disc: This Agreement authorizes you to install and use the disc in accordance with the terms of this Agreement, and to install and use the disc on a local area network, wide area network, or any other multiple -user computer hardware/software configuration within a single firm, agency, or company, if a specific license for such network or multiple -user Use has been obtained from CEB. c. Practice Libraries Disc: This Agreement authorizes you to install and use the disc on one computer, though that computer may alternate, and to install and use the disc on a local area network, wide area network, or any other multiple -user computer hardware/software configuration within a single firm, agency, or company, if a specific license for such network or multiple -user Use has been obtained from CEB. d. Reference Material Disc: This Agreement authorizes you to install and use the disc on one computer, though that computer may alternate. e. Audio Disc: This Agreement authorizes you to install and use the disc on one audio player, though that audio player may alternate. f. Essential Forms Judicial Council Forms/County Court Forms: This Agreement authorizes you to install and use the materials on up to five computers, and to install and use the materials on a local area network, wide area network, or any other multiple -user computer hardware/software configuration within a single firm, agency, or company, if a specific license for such network or multiple -user Use has been obtained from CEB. E. Notwithstanding any Use permitted above, (and except that Licensee may on an occasional and irregular basis incorporate small portions of information from the Content in communications to clients or for other purposes during the normal course of its business, subject to the requirement that the source is cited each time content is distributed), you shall NOT, without the prior written consent of CEB: 1. Decompile, reverse engineer, disassemble, or create derivative works from the Product; 2. Remove or obscure any proprietary notices, including, but not limited to, any and all copyright, trademark, and patent designations contained in the Product; 3. Upload, post, e-mail, transmit, publish, re -publish, distribute, create abstracts from, display, or otherwise make available the Product to any third parties including posting any Content to newsgroups, mail lists, or electronic bulletin boards, or sharing with public cloud service providers; or 4. Use the Product for any commercial, financial, or other beneficial purpose, including, but not limited to, advertising, exploitation, rental, lease, license, sale, or resale of the Product except as authorized under this Agreement; 5. Assign, rent, lend, lease, sell, sublicense, transfer, export from the United States, copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, extract components from, or create derivative works of the Product, except as authorized under this Agreement; or 6. Remove, modify, hide, or otherwise make unreadable or non -viewable any notice, legend, advice, watermark, or other designation contained on the Product, component thereof, or output there from. F. You shall not interrupt, or attempt to interrupt, the operation of the CEB website in any way G. The CEB website may include technological protection measures that effectively control access reproduction, or distribution of the Product. Any attempt to tamper or dismantle these protections is a breach of this Agreement and may be a violation of the Digital Millennium Copyright Act of 1998, which violation may subject the violator to civil and criminal penalties. H. CEB reserves the right to log off subscribers who are inactive for an extended period of time and log off subscribers who violate any provision of this Agreement. I. All downloading, printing, or other use in excess of that as instructed by CEB requires PRIOR written permission from CEB by contacting CEB at permissions@ceb.ucla.edu or by mail at CEB Permissions Desk, 2100 Franklin Street, Suite 500, Oakland, CA 94612; facsimile: (510) 302-2001. J. CEB reserves the right to make its own determinations as to what constitutes reasonable use, or an acceptable number of pages for downloading, printing, or other use. CEB has the right to monitor use of the Product, in accordance with the terms of our Privacy Policy, and to contact individuals whom CEB determines to have exceeded such reasonable use and take any action deemed appropriate. K. You may reproduce any legal forms included in the Product as models for operative legal documents prepared by you in your professional law practice. L. You may link to the CEB website from locations outside the CEB website provided: 1. You do not remove or obscure, by framing or otherwise, advertisements, the copyright notice or other proprietary notices in the CEB website; and 2. You agree to immediately discontinue providing links to the CEB website if requested to do so by CEB. M. You are responsible for any fees or charges made by an Internet service provider or other third party service incurred by you to access the Product. 3. MODIFICATIONS A. To the Agreement. CEB reserves the right to modify this Agreement and any policies affecting the Product at any time. Any such modification shall be effective immediately upon posting to the CEB website or distribution via electronic mail or conventional mail. Your continued access to the Product after any such modification to this Agreement shall be conclusively deemed an acceptance of all such modifications, regardless whether you have notice of such modifications. Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of CEB in providing the Product, including, but not limited to, (1) any change in the Content or (2) any change in the amount or type of fees associated with the Product, is to terminate your subscription in accordance with the provisions of this Agreement. B. To the CEB website. CEB reserves the right to modify, suspend, or discontinue the CEB website or any portion thereof at any time, including the availability of any area of the CEB website, including, but not limited to, the availability of the Product. CEB may also impose limits on certain features and services or restrict your access to parts or the entire CEB website without notice or liability. Your sole recourse in such event shall be to terminate your subscription as provided in this Agreement. 4. PRIVACY POLICY CEB's Privacy Policy is available on the CEB website. Any changes, modifications, or updates to CEB's Privacy Policy will be posted on the CEB website. 5. YOUR REPRESENTATIONS AND WARRANTIES You represent, warrant, and covenant that: A. You will use the Product in accordance with the terms of this Agreement. B. The information that you have provided to CEB is true and accurate. C. You shall at all times comply with all applicable laws, rules, and regulations with respect to your Use of the Product. D. You shall not use the Product to infringe, misappropriate, or violate the rights of CEB or third parties. E. You shall not knowingly or otherwise introduce to or through the Product any viruses or other items of a destructive nature. F. You shall comply at all times with this Agreement, including any modifications to this Agreement in accordance with this Agreement. 6. DISCLAIMER OF WARRANTIES A. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE PRODUCT AND THE CONTENT AVAILABLE THROUGH THE PRODUCT 15 ON AN "AS IS,— -AS AVAILABLE" BASIS, AND CEB SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY STATUTORY WARRANTY OF NON -INFRINGEMENT. B. The Product is distributed subject to your understanding that CEB does not render any legal, accounting, or other professional advice or services. Attorneys or other legal professionals using the Product in connection with client or personal legal matters should also research all applicable statutes, rules, regulations, court decisions, and other original sources of authority. C. No employee or other agent of CEB is authorized to modify the foregoing disclaimer of warranties or to make any additional warranties, either orally or in writing, except as expressly provided in Paragraph 3 above. D. FOR CD-ROM/DVD PRODUCTS ONLY For a period of 90 days from the date when you receive a CD- ROM/DVD Product, CEB warrants that the CD-ROM/DVD or other tangible medium included in the Product will be free of any defects that prevent you from using the Product. CEB's sole obligation under this warranty is to replace any defective CD-ROM/DVD or other tangible medium, provided that you have given CEB written notice of the defect within that 90 -day period. 7. LIMITATIONS ON LIABILITY A. USE OF THE PRODUCT IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE PRODUCT, ACCESSED EITHER VIA CD-ROM/DVD OR THROUGH OR OBTAINED BY MEANS OF THE CEB WEBSITE. CEB AND ITS AFFILIATES, AGENTS, LICENSORS, AND ANY TELECOMMUNICATIONS OR NETWORK SERVICES FOR CEB SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE; DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES OR SIMILAR DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR FOR ANY ATTORNEY FEES. B. CEB's website includes facts, views, opinions, and recommendations of third parties deemed to be of interest. CEB does not guarantee the accuracy, reliability, completeness, or timeliness of, or otherwise endorse these views, opinions, or recommendations. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your own risk. C. CEB's website may contain links and pointers to other sites on the Internet maintained by third parties. Such links do not constitute an endorsement by CEB of any third -party site or any materials contained therein. CEB does not control and is not responsible for the availability, accuracy, privacy policy, or currency of such third -party sites or any information, content, products, or services accessible from such third -party sites. D. Your sole remedy in the event of any breach of this Agreement by CEB shall be the termination of your subscription as provided herein. 8. REGISTRATION AND SECURITY A. As part of the registration process, you shall select a password and a User ID. You shall provide CEB with certain registration information, all of which must be accurate and updated as appropriate. For certain CD-ROM/DVD products, subscribers will be issued a unique user access code for each CD-ROM/DVD Product release. B. You shall not select or use the User ID and password of another person with the intent to impersonate that person, or use a User ID and password in which another person has rights, without such person's authorization and its being on the other person's behalf. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your subscription. C. You shall be responsible for maintaining the confidentiality of your password and any relevant access codes provided by CEB. D. You shall immediately notify CEB of any known or suspected unauthorized use(s) of your subscription, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or access code by calling CEB at (510) 302-2000. E. You are responsible for all usage or activity with your subscription, including, but not limited to, use of your subscription by any third party authorized by you to use your subscription, User ID, password, and access code. Only one person may access the Product at any given time using your User ID. You are also responsible for any and all unauthorized use of your subscription. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your subscription, at CEB's sole discretion, and CEB may refer you to appropriate law enforcement agencies. 9. TERM AND TERMINATION Your access right to the Product will continue or renew automatically unless CEB terminates it or you notify CEB of your decision to terminate your subscription. 10. CEB TRADEMARKS You shall not use or refer to any trademarks, service marks, logos, or other identifiers of CEB, or properties owned, controlled, licensed, or otherwise proprietary to CEB, without the prior written consent of CEB. Any such permitted use of any trademarks, service marks, logos, or other identifiers shall inure to the benefit of CEB. 11. EXPORT CONTROL LAWS Software available on the CEB website or as part of the Product may contain technology that is subject to export controls. You agree not to transfer or export such Software from the United States, or to provide such Software to any foreign person or entity in the United States. 12. ASSIGNMENT You shall not assign your rights, duties, or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise, without the prior written consent of CEB, and any attempt to do so shall be deemed null and void, and of no effect. 13. SEVERABILITY If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity shall remain in full force and effect. 14. WAIVER The waiver by either party of a breach or default in any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power, or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party. 15. NOTICE Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given (A) if by hand delivery, upon receipt thereof; (B) if by certified mail, postage prepaid, return receipt requested, upon receipt by the sender of the return receipt; (C) if by facsimile transmission, upon electronic confirmation thereof; (D) if by next -day delivery service, upon such delivery; or (E) if by electronic mail, upon such delivery. 16. FORCE MAJEURE If the performance of any part of this Agreement by the parties is prevented, hindered, delayed, or otherwise made impracticable by reason of any flood, riot, terrorism, earthquake, fire, judicial or governmental action, labor disputes, act of God, or any other causes beyond the control of either party, that party shall be excused from its performance to the extent that it is prevented, hindered, or delayed by such causes, provided, however, that if such period of force majeure lasts more than thirty (30) days, then the other party hereto may terminate this Agreement. 17. CHOICE OF LAW This Agreement shall be governed by the laws of the State of California without regard to the principles of conflicts of laws or provisions regarding such. 18. JURISDICTION AND VENUE Any controversies or claims arising out of or relating in any way to this Agreement or a breach thereof, shall be adjudicated in the courts of the State of California. R am 4egaLaction is brou hLby eit en , t e prevailing pa y s a e entitled to recover, in a to er relief available under ap licable es an expenses. C 19. HEADINGS The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. 20. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior agreements between the parties, whether written or oral, relating to the same subject matter. WITNESS WHEREOF, the parties have executed this agreement by their authorized representatives. APPROVALS: Date: By: _ Title: Customer Name: Newport Beach City Attorney Address: 100 Civic Center Drive Newport Beach, CA 92660 Date: By: Frances Donovan, Director of Business Development CEB - Continuing Education of the Bar, APPROVED AS TO FORM: California The University of California ✓ITYATTORNEY'S OFFICE 2100 Franklin Street, Suite 50 pate: l J I `I Ij Oakland, CA 94612-2001 �(pW PO/QT II N ATTEST: N01-1Y: r Lellani I. rown, ty ledc U low r Aaron C. Harp, City Attorney Data; "'S,� cgUFOVL and CEB OnLAW AMENDMENT NO. 2 SUBSCRIPTION AGREEMENT No. 910220/2016-2017 Date: January 6, 2016 Newport Beach City Attorney ("Subscriber") The University of California, on behalf of its Continuing Education of the Bar, California ("CEB") PART THE SUBSCRIPTION AGREEMENT for the following: 1. Description: CEB's content online called "OnLAW" 2. Number of users: Content will continue to be provided to 1-10 Users at Subscriber's office in Newport Beach, California 3. Method of access: Via individual registration, seat claim, and sign on for 50 All-OnLAW passwords. Additional passwords may be purchased as needed for $115.00 each during the 2015-2016 contract term. IS AMENDED AS FOLLOWS: Term: The subscription term will extend through March 11, 2017 . Failure to renew by this date will result in automatic termination of access to Content Included. OnLAW Price: Year 2016-2017 OnLAW $7,460.00 Twelve monthly payments of $ 621.67 per month. Library Links N/A Reasonable CEB defines reasonable use of OnLAW as viewing up to 500 pages and printing up to Use: 100 pages, per day. All other terms and conditions of Part I of the Agreement remain unchanged and in full effect. a PART II Please note: The following is CEB's standard all-purpose access agreement. Acceptance of this access agreement is required in order to subscribe to the material described in Part I of the subscriber agreement. No changes in this standard all-purpose access agreement are permitted. CEB ELECTRONIC PRODUCTS Access Agreement This Access Agreement ("Agreement") is between The Regents of the University of California, on behalf of Continuing Education of the Bar, ("CEB") and Licensee for access to CEB's electronic products. You may print this Agreement for your reference, and a link to this Agreement is provided on the CEB website so that you may view this Agreement at any time. 1. DEFINITIONS A. "CEB website" means the website, and all subsequent Web pages made available by any CEB server. B. "Content" means all indexes, scans (including, but not limited to, scans of works in the public domain and derivative works there from), text (including, but not limited to, work in the public domain and derivative works there from), outlines, headings, charts, graphics, photographs, animations, scripts, icons, audio, video, data and all other non -Software components of the Product, regardless of the form of media in which such Content is stored, transmitted, or communicated. C. "Licensee" or "you" means you, the user, who agrees to the terms of this Agreement by clicking on the "I Agree" icon. D. "Online Programs" means materials in legal subject areas provided by CEB through the CEB website, including, but not limited to, audio and video portions of live webcasts of CEB programs and on -demand webcasts, the use of which is governed by this Agreement. E. "Product" means Online Programs, Content, and Software, and any portion thereof, that are accessible either through CEB-provided CD-ROM/DVD media or on the Internet at www.ceb.com or another uniform resource locator that CEB might designate. F. "Software" means all computer code (both source and object), applets, interfaces, commands, syntax, and expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Content in the Product, whether created by CEB or licensed from third parties. G. "Use" means accessing, displaying, or performing the Product, or reproducing the Product in limited portions as authorized under this Agreement. 2. LICENSE AND PERMITTED USE A. The Product comprises original works of authorship (including, but not limited to, derivative works based on graphical scans or typed text of public domain materials) that are both proprietary and intellectual properties of The Regents of the University of California or its suppliers and are protected by the terms of this Agreement as well as domestic and foreign contractual and intellectual property laws, including, but not limited to, copyright, trademark, and patent laws. B. Entity Licensees are liable for the acts of individuals with access to CEB's electronic products through the entity's subscription, and are responsible for ensuring that individuals with access to CEB's electronic products through the entity's subscription comply with the terms of this Agreement. C. To the extent that you receive Software from CEB, such Software is deemed part of the Product. D. CEB grants to you a non-exclusive, non -transferable, and revocable license to: 1. Use the Product as provided herein, until your subscription or license is terminated as provided in this Agreement; 2. Access, load, store, and operate the Product with browser Software; 3. Access the Product, including the Content, via the Internet; and 4. Display, download or print portions of the Product on an ad hoc basis for your own personal, academic, educational, research, and professional law practice use, subject to the limitations in this Agreement, which shall include reasonable use, rather than excessive use. 5. [This Section 2.C.5 applies only if you obtained a Product on CD-ROM/DVD 1 The scope of your authorized Use of the CD-ROM/DVD version of a Product depends on the product you have purchased. a. Forms Disc: This Agreement authorizes you to install and use the disc on one computer. You may for convenience use the disc on one additional computer at an alternate workplace such as your home. b. CalDisc Disc: This Agreement authorizes you to install and use the disc in accordance with the terms of this Agreement, and to install and use the disc on a local area network, wide area network, or any other multiple -user computer hardware/software configuration within a single firm, agency, or company, if a specific license for such network or multiple -user Use has been obtained from CEB. c. Practice Libraries Disc: This Agreement authorizes you to install and use the disc on one computer, though that computer may alternate, and to install and use the disc on a local area network, wide area network, or any other multiple -user computer hardware/software configuration within a single firm, agency, or company, if a specific license for such network or multiple -user Use has been obtained from CEB. d. Reference Material Disc: This Agreement authorizes you to install and use the disc on one computer, though that computer may alternate. e. Audio Disc: This Agreement authorizes you to install and use the disc on one audio player, though that audio player may alternate. f. Essential Forms Judicial Council Forms/County Court Forms: This Agreement authorizes you to install and use the materials on up to five computers, and to install and use the materials on a local area network, wide area network, or any other multiple -user computer hardware/software configuration within a single firm, agency, or company, if a specific license for such network or multiple -user Use has been obtained from CEB. E. Notwithstanding any Use permitted above, (and except that Licensee may on an occasional and irregular basis incorporate small portions of information from the Content in communications to clients or for other purposes during the normal course of its business, subject to the requirement that the source is cited each time content is distributed), you shall NOT, without the prior written consent of CEB: 1. Decompile, reverse engineer, disassemble, or create derivative works from the Product; 2. Remove or obscure any proprietary notices, including, but not limited to, any and all copyright, trademark, and patent designations contained in the Product; 3. Upload, post, e-mail, transmit, publish, re -publish, distribute, create abstracts from, display, or otherwise make available the Product to any third parties including posting any Content to newsgroups, mail lists, or electronic bulletin boards, or sharing with public cloud service providers; or 4. Use the Product for any commercial, financial, or other beneficial purpose, including, but not limited to, advertising, exploitation, rental, lease, license, sale, or resale of the Product except as authorized under this Agreement; 5. Assign, rent, lend, lease, sell, sublicense, transfer, export from the United States, copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, extract components from, or create derivative works of the Product, except as authorized under this Agreement; or 6. Remove, modify, hide, or otherwise make unreadable or non -viewable any notice, legend, advice, watermark, or other designation contained on the Product, component thereof, or output there from. F. You shall not interrupt, or attempt to interrupt, the operation of the CEB website in any way G. The CEB website may include technological protection measures that effectively control access, reproduction, or distribution of the Product. Any attempt to tamper or dismantle these protections is a breach of this Agreement and may be a violation of the Digital Millennium Copyright Act of 1998, which violation may subject the violator to civil and criminal penalties. H. CEB reserves the right to log off subscribers who are inactive for an extended period of time and log off subscribers who violate any provision of this Agreement. I. All downloading, printing, or other use in excess of that as instructed by CEB requires PRIOR written permission from CEB by contacting CEB at permissions@ceb.ucla.edu or by mail at CEB Permissions Desk, 2100 Franklin Street, Suite 500, Oakland, CA 94612; facsimile: (510) 302-2001. J. CEB reserves the right to make its own determinations as to what constitutes reasonable use, or an acceptable number of pages for downloading, printing, or other use. CEB has the right to monitor use of the Product, in accordance with the terms of our Privacy Policy, and to contact individuals whom CEB determines to have exceeded such reasonable use and take any action deemed appropriate. K. You may reproduce any legal forms included in the Product as models for operative legal documents prepared by you in your professional law practice. L. You may link to the CEB website from locations outside the CEB website provided: 1. You do not remove or obscure, by framing or otherwise, advertisements, the copyright notice or other proprietary notices in the CEB website; and 2. You agree to immediately discontinue providing links to the CEB website if requested to do so by CEB. M. You are responsible for any fees or charges made by an Internet service provider or other third party service incurred by you to access the Product. 3. MODIFICATIONS A. To the Agreement. CEB reserves the right to modify this Agreement and any policies affecting the Product at any time. Any such modification shall be effective immediately upon posting to the CEB website or distribution via electronic mail or conventional mail. Your continued access to the Product after any such modification to this Agreement shall be conclusively deemed an acceptance of all such modifications, regardless whether you have notice of such modifications. Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of CEB in providing the Product, including, but not limited to, (1) any change in the Content or (2) any change in the amount or type of fees associated with the Product, is to terminate your subscription in accordance with the provisions of this Agreement. B. To the CEB website. CEB reserves the right to modify, suspend, or discontinue the CEB website or any portion thereof at any time, including the availability of any area of the CEB website, including, but not limited to, the availability of the Product. CEB may also impose limits on certain features and services or restrict your access to parts or the entire CEB website without notice or liability. Your sole recourse in such event shall be to terminate your subscription as provided in this Agreement. 4. PRIVACY POLICY CEB's Privacy Policy is available on the CEB website. Any changes, modifications, or updates to CEB's Privacy Policy will be posted on the CEB website. S. YOUR REPRESENTATIONS AND WARRANTIES You represent, warrant, and covenant that: A. You will use the Product in accordance with the terms of this Agreement. B. The information that you have provided to CEB is true and accurate. C. You shall at all times comply with all applicable laws, rules, and regulations with respect to your Use of the Product. D. You shall not use the Product to infringe, misappropriate, or violate the rights of CEB or third parties. E. You shall not knowingly or otherwise introduce to or through the Product any viruses or other items of a destructive nature. F. You shall comply at all times with this Agreement, including any modifications to this Agreement in accordance with this Agreement. 6. DISCLAIMER OF WARRANTIES A. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE PRODUCT AND THE CONTENT AVAILABLE THROUGH THE PRODUCT IS ON AN "AS IS," "AS AVAILABLE" BASIS, AND CEB SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY STATUTORY WARRANTY OF NON -INFRINGEMENT. B. The Product is distributed subject to your understanding that CEB does not render any legal, accounting, or other professional advice or services. Attorneys or other legal professionals using the Product in connection with client or personal legal matters should also research all applicable statutes, rules, regulations, court decisions, and other original sources of authority. C. No employee or other agent of CEB is authorized to modify the foregoing disclaimer of warranties or to make any additional warranties, either orally or in writing, except as expressly provided in Paragraph 3 above. D. FOR CD-ROM/DVD PRODUCTS ONLY For a period of 90 days from the date when you receive a CD- ROM/DVD Product, CEB warrants that the CD-ROM/DVD or other tangible medium included in the Product will be free of any defects that prevent you from using the Product. CEB's sole obligation under this warranty is to replace any defective CD-ROM/DVD or other tangible medium, provided that you have given CEB written notice of the defect within that 90 -day period. 7. LIMITATIONS ON LIABILITY A. USE OF THE PRODUCT IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE PRODUCT, ACCESSED EITHER VIA CD-ROM/DVD OR THROUGH OR OBTAINED BY MEANS OF THE CEB WEBSITE. CEB AND ITS AFFILIATES, AGENTS, LICENSORS, AND ANY TELECOMMUNICATIONS OR NETWORK SERVICES FOR CEB SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE; DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES OR SIMILAR DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR FOR ANY ATTORNEY FEES. B. CEB's website includes facts, views, opinions, and recommendations of third parties deemed to be of interest. CEB does not guarantee the accuracy, reliability, completeness, or timeliness of, or otherwise endorse these views, opinions, or recommendations. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your own risk. C. CEB's website may contain links and pointers to other sites on the Internet maintained by third parties. Such links do not constitute an endorsement by CEB of any third -party site or any materials contained therein. CEB does not control and is not responsible for the availability, accuracy, privacy policy, or currency of such third -party sites or any information, content, products, or services accessible from such third -party sites. D. Your sole remedy in the event of any breach of this Agreement by CEB shall be the termination of your subscription as provided herein. 8. REGISTRATION AND SECURITY A. As part of the registration process, you shall select a password and a User ID. You shall provide CEB with certain registration information, all of which must be accurate and updated as appropriate. For certain CD-ROM/DVD products, subscribers will be issued a unique user access code for each CD-ROM/DVD Product release. B. You shall not select or use the User ID and password of another person with the intent to impersonate that person, or use a User ID and password in which another person has rights, without such person's authorization and its being on the other person's behalf. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your subscription. C. You shall be responsible for maintaining the confidentiality of your password and any relevant access codes provided by CEB. D. You shall immediately notify CEB of any known or suspected unauthorized use(s) of your subscription, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or access code by calling CEB at (510) 302-2000. E. You are responsible for all usage or activity with your subscription, including, but not limited to, use of your subscription by any third party authorized by you to use your subscription, User ID, password, and access code. Only one person may access the Product at any given time using your User ID. You are also responsible for any and all unauthorized use of your subscription. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your subscription, at CEB's sole discretion, and CEB may refer you to appropriate law enforcement agencies. 9. TERM AND TERMINATION Your access right to the Product will continue or renew automatically unless CEB terminates it or you notify CEB of your decision to terminate your subscription. 10. CEB TRADEMARKS You shall not use or refer to any trademarks, service marks, logos, or other identifiers of CEB, or properties owned, controlled, licensed, or otherwise proprietary to CEB, without the prior written consent of CEB. Any such permitted use of any trademarks, service marks, logos, or other identifiers shall inure to the benefit of CEB. 11. EXPORT CONTROL LAWS Software available on the CEB website or as part of the Product may contain technology that is subject to export controls. You agree not to transfer or export such Software from the United States, or to provide such Software to any foreign person or entity in the United States. 12. ASSIGNMENT You shall not assign your rights, duties, or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise, without the prior written consent of CEB, and any attempt to do so shall be deemed null and void, and of no effect. 13. SEVERABILITY If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity shall remain in full force and effect. 14. WAIVER The waiver by either party of a breach or default in any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power, or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party. 15. NOTICE Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given (A) if by hand delivery, upon receipt thereof; (B) if by certified mail, postage prepaid, return receipt requested, upon receipt by the sender of the return receipt; (C) if by facsimile transmission, upon electronic confirmation thereof, (D) if by next -day delivery service, upon such delivery; or (E) if by electronic mail, upon such delivery. 16. FORCE MAJEURE If the performance of any part of this Agreement by the parties is prevented, hindered, delayed, or otherwise made impracticable by reason of any flood, riot, terrorism, earthquake, fire, judicial or governmental action, labor disputes, act of God, or any other causes beyond the control of either party, that party shall be excused from its performance to the extent that it is prevented, hindered, or delayed by such causes, provided, however, that if such period of force majeure lasts more than thirty (30) days, then the other party hereto may terminate this Agreement. 17. CHOICE OF LAW This Agreement shall be governed by the laws of the State of California without regard to the principles of conflicts of laws or provisions regarding such. 18. JURISDICTION AND VENUE Any controversies or claims arising out of or relating in any way to this Agreement or a breach thereof, shall be adjudicated in the courts of the State of California-If-anVlegai-action-is-broMght by either-party-regardingthis-Agreement,the-prevailing-par-ty-shall-I-untitled-tb-fecover, in--Nd"dition to -any -other relief available under applicable law reasonable -attorney fees -and -expenses. 19. HEADINGS A,f u'L The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. 20. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior agreements between the parties, whether written or oral, relating to the same subject matter. WITNESS WHEREOF, the parties have executed this agreement by their authorized representatives. APPROVALS: Dat By: Titl( Customer Name: niewport beacn t,ity Attorney Address: 100 Civic Center Drive Newport Beach, CA 92660 Date: By: Frances Donovan, Director of Business Development CEB - Continuing Education of the Bar, California The University of Calif 2100 Franklin Street, Suite EW PC Oakland, CA 94612-2001 ATTEST: APPROVED AS TO FORM: CITY ATTO13N�1('S OFFICE Date: _ 1/14//5 By: (4r) Aaron C. Har , City Attorney 17. CHOICE OF LAW This Agreement shall be governed by the laws of the State of California without regard to the principles of conflicts of laws or provisions regarding such. 18. JURISDICTION AND VENUE Any controversies or claims arising out of or relating in any way to this Agreement or a breach thereof, shall be adjudicated in the courts of the State of California. ht by e thor; di � e n toan«ntr relief available under applicable law r a�or�a_hla n++ r n� 19. HEADINGS A,f u - The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. 20. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior agreements between the parties, whether written or oral, relating to the same subject matter. WITNESS WHEREOF, the parties have executed this agreement by theirauthorized representatives. APPROVALS: Dat By: Titl( Customer Name: wewport beacn city Attorney Address: 100 Civic Center Drive Newport Beach, CA 92660 Date: By: Frances Donovan, Director of Business Development CEB - Continuing Education of the Bar, California The University of Calif 2100 Franklin Street, Suite .�W"PC Oakland, CA 94612-2001 r.� APPROVED AS TO FORM: CrrY ATTORNi;YOFFICE Date•__ j Y � ATTEST: i r � V t By: I_eilarn i. Brown, City lbrk cgcr FO Aaron C. Harp, City Attorney AMENDMENT NO. 1 SUBSCRIPTION AGREEMENT No. 910220/2015-2016 The City Attorney's Office of the City of Newport Beach ("Subscriber") THE SUBSCRIPTION AGREEMENT for the following 1. Description: CEB's content online called "OnLAW" 2. Number of users: 1-10 3. Method of access: Individual Registration, seat claim and sign on. IS AMENDED AS FOLLOWS: Term: Extended through March 11, 2016. Failure to renew by this date will result in automatic termination of access to Content Included. Subscription Pricing: CEB will charge a discounted price of $7,105.00 for Content Included, payable on signing this subscription amendment. There is no minimum print purchasing requirement. All other terms and conditions of the Agreement remain unchanged and in full effect. APPROVALS: Date: 2"3 Signature: Name: The The City Attorney's Office City of Newport Beach 3300 Newport Beach Boulevard Newport Beach, California 92663 ATTEST: am S. %4--"'_ Leliani 1. Brown(, My CWk Date: Date: Signature: Name: Frances Donovan, Director Business Development CEB - Continuing Education of the Bar, California The University of California 2100 Franklin Street, Suite 500 Oakland, CA 94612-2001 Mulvey, Jennifer From: Buzby, Lisa Sent: Tuesday, June 23, 2015 3:20 PM To: Mulvey, Jennifer Subject: RE: Contract All I have is what I just emailed to you. Once it leaves our office, we're done, so I don't have a signed version from CEB. Lisa Buzby Ext. 3131 From: Mulvey, Jennifer Sent: Tuesday, June 23, 2015 3:17 PM To: Buzby, Lisa Subject: Contract Do you have a signed copy of C-5136? University of California, on Behalf of its Continuing Education of the Bar, Amendment No. 1 to Subscription Agreement i Administrative Specialist to the City Clerk The City of Newport Beach 100 Civic Center Dr, Newport Beach, CA 92660 949-643-300$ 1 SUBSCRIPTION RENEWAL AGREEMENT Agreement Number: 910220/2013-2014 Date: BETWEEN and PART I Description Content Included: January 8, 2013 The City Attorney's Office of the City of Newport Beach ("Subscriber") The University of California, on behalf of its Continuing Education of the Bar, California ("CEB") CEB's content online called "OnLAW" The following CEB publications now in online format: Administering a Single -Person Trust After Settloes Death Advising California Conunon Interest Communities Adv,r,sinq California Etnployers and Employees Advising California Employers and Employees Adyising Califomia Nonprofit Corporations Advisi�tr ¢ California PaftershiRs Appeals & Writs In Criminal Cases BR.Siness Buy -Sell Agreements Business Succession Planning: Strategigs Cor California Estate Planners and $„ si4L mess Atturnevs Business Succession Planning: Strategies -for California Estate Planners and $usiness Attorneys California Administrative Hearine Practice California Administrative Mandamus California Attorney Fee Awards California Attorney's Guide to Damages California Automobile insurance Law Guide California Basic Practice Handbook alifotnia Business Law Reporter California Business Litigation California Child and Spousal Support: Establishing. Modifying, and Enforcing California Child Custpdv Litigation and Practice Ckli rnia Civil Appellate Practice California Civil Discovery Practice California CiAl Procedure Before Trial California Civil Writ Practice California Client Communications Manual: Sample Letters and Forms Ca,'foinia Conservatorship Practice California Construction Contracts Defects, and Litigation California Criminal Law Forms Manual California Cnminal_tgw Procedure and Practice California Criminal Sentencing Enhancements Ca ' onna Decedent F,state Practice California Domestic Partnerships California Easements and Boundaries: Law and Litigation California Elder Law Litigation: An Advocate's Guide Califomia Elder Law Resources Beueftts and Planning: An Advocate's Guide California Estate PlanninE California Eviction Defense Manual California Expert Witness Guide Califomia Franchise Law and Practice California Government Tort Liability Practice California Guardianship Practice California Judges Benchbook: Domestic Violence Cases in Criminal Court Califomia Judges Benchbook: Search & Seizure California Juvenile Dependency Practice California Juvenile Dependency Practice Califomia Land Use Practice California Landlord -Tenant Practice Califomia Law of Contracts Califomia Liability Insurance Practice: Claims and Litigation Califomia Local Probate Rules Califomia Marital Settlement and Other Family Law Agreements California Mechanics Liens and Related Construction Remedies California Mortgages, Deeds of Tmst, and Foreclosure Litigation California Personal Injury Proof California Powers Of Attomey and Health Care Directives California Probate Workflow Manual Revised Califomia Property Insurance: Law and Liti ag tion California Real Estate Bankruptcies: Law and Litigation California Real Estate Brokers: Law and Litigation Califomia Real Estate Finance Practice: Strategies and Forms Califomia Real Property Remedies and Damages Califomia Real Property Sales Transactions California Subdivision Map Act and the Development Process Califomia Summary Judgment Califomia Title Insurance Practice Califomia Tort Damages Califomia Tort Guide Califomia Trial Objections Califomia Trial Objections Califomia Trial Practice: Civil Procedure During Trial California Trust Administration Califomia Tmst and Probate Litigation Califomia UCC Sales and Leases Califomia Uninsured Motorist Practice Califomia Wage and Hour Law and Litigation Califomia Wage and Hour Law and Litigation Califomia Will Drafting Califomia Workers' Compensation Practice Califomia Workers' Damages Practice Capacity and Undue Influence: Assessing, Challenging, and Defending Complete Plans for Small and Mid -Size Estates Condemnation Practice in California Counseling Califomia Corporations Creating Your Discovery Plan Crossover Issues in Estate Planning and Family Law Crossover Issues in Estate Planning and Family Law Debt Collection Practice in California Defending Your Client in a Misdemeanor (Including a DUI) Dividing Pensions and Other Employee Benefits in Califomia Divorces Drafting Business Contracts: Principles, Techniques & Forms Drafting California Irrevocable Trusts Drafting California Revocable Trusts Drafting Employment Documents for California Emplovers Drafting Employment Documents for California Employers Effective Direct & Cross -Examination Effective Introduction of Evidence in Califomia 2 Effective Introduction of Evidence in California_ Emnlovment Damages and Remedies Enforcing Civil Money Judgments Estate Planting & California Probate Reporter Estate Planning 2005 Estate Planning 2006 Estate Planning 2007 Estate Planmr g 2008 Estate Plantipg 2009 Estate Pla Hing 2010 Estate Plana, O11 Estate Pianni 20I2 Estate Planning for Special Assets Family Law Fipancial Discovery Fee Agreement Forms Manual Felonv Sentencing Handbook Financingand Protecting California Businesses Forming & Operating California Limited Liability -Companies Forming California Common Interest Developmgnts Funding a Revocable Trust ground Lease Practice Handling a Fiduciary Accounting Hand ing a Probate Handling a Real Property Foreclosure Handling_A Wrongful Termination Action Handling a Wrongful Termination Action Handlmg t',ivtl A=eals Handling Depositions Handling Export Witnesses in California Courts Handling Mechanics Liens and Related Remedies (Private Works) Handling Mold Litieation in California Handling, Motions To Compel and Other Discgyery Motions Handling Postmortem Trust Administration: A Checklist Handling Real Property Sales Transactions Handling Subop enas Handling Unlawful Detainers Intellectual ProDertv in Business Transactions Internet. Law and Practice in California Jefferson's California Evidence Benchbook Jefferson's California Evidence Benchbook Marital Ded }ction Subtmst Funding Meeting Statulp_„vr Deadlines: During and After Litigation Meeting Statutory Deadlines: Workers' Compensation Obtaining a Writ of Attachment Obtaining Discovery: Initiating and Responding to Discovery Procedures Office Leasina: Drafting and Negotiating the Lease Organizing Co orations in California Persuasive Onetime Statements & Closing Arguments Practice Under the Califomia Environmental Qu & A Practice Under the California Family Code Dissolution Lagal Separat on Nullity preparing_for.Triai Privacy Conviliance and Litigation in California Profs mijgj,icensing: Disciplinary Practice in California RealPronetty Exchanges Real Property Etw Reporter Retail LpaslLttr: Drafting and Negotiating the Lie Sales & Mergers of California Businesses Scientific Evidence in Califomia Criminal Cases Secured Transactions In Califomia Commercial Law Practice Selecting & Forming Business Entities Special Needs Trusts: Planning, Drafting and Administration Trade Secrets Practice in Califomia Transferring Property Without Probate Working with Independent Contractors, Leased Workers, and Outsourcing Wrongful Employment Termination Practice Wrongful Employment Termination Practice: Discrimination Harassment and Retaliation Also to include at no additional charge: Additional CEB publications which are published on OnLAW during the term of this subscription renewal agreement Links to California cases and codes cited in the OnLAW text Forms, drafted by attorneys, with easy fill and print functions Electronic updates to Content Included during the term of this subscription renewal agreement All CEB reporters Number of Users: Content will continue to be licensed for 1-10 users based at Subscriber's offices in Newport Beach, California. I.D.'s and passwords may not be shared, under penalty of access termination. Method of Access: Via individual registration, seat claim, and sign on Term: Extended through March 11, 2014. Failure to renew by this date will result in automatic termination of access to Content Included. Training: One hour of annual training of Subscriber designated staff in OnLAW usage by a CEB trainer is included in this subscription renewal agreement at no additional charge. This training will cover the basic instruction in the use of CEB online services. Lunch or other food function can be included. Technical Support: Monday through Friday, 7:30 a.m. to 5 p.m., Pacific Standard Time 1-800-750-9155 tech_support@ceb.ucla.edu Renewal: The renewal process will begin 90 days prior to end of the current subscription term. If Subscriber fails to renew this subscription renewal agreement before the end of the renewal period, access to the Content Included will be automatically terminated. Subscription Pricing: CEB will charge a discounted price of $6,447.00 for Content Included, payable on signing the subscription agreement. There is no minimum print purchasing requirement. 11 Payment Terms: Payment is due within 34 days of signing this subscription renewal agreement. Cancellation: This subscription renewal agreement is for a period of one year and cannot be cancelled during that period with any expectation of refund, whether full or partial. PART II Please note: The following is CEB's standard all-purpose access agreement. Acceptance of this access agreement is required in order to subscribe to the material described in Part I of the subscriber agreement. No changes in this standard all-purpose access agreement are permitted. CEB ELECTRONIC PRODUCTS Access Agreement This Access Agreement ("Agreement") is between The Regents of the University of California, on behalf of Continuing Education of the Bar, ("CEB") and Licensee for access to CEB's electronic products. You may print this Agreement for your reference, and a link to this Agreement is provided on the CEB website so that you may view this Agreement at any time. 1. DEFINITIONS A. "CEB website" means the website, and all subsequent Web pages made available by any CEB server. B. "Content" means all indexes, scans (including, but not limited to, scans of works in the public domain and derivative works there from), text (including, but not limited to, work in the public domain and derivative works there from), outlines, headings, charts, graphics, photographs, animations, scripts, icons, audio, video, data and all other non -Software components of the Product. C. "Licensee" or "you" means you, the user, who agrees to the terms of this Agreement by clicking on the "I Agree" icon. D. "Online Programs" means materials in legal subject areas provided by CEB through the CEB website, including, but not limited to, audio and video portions of live webcasts of CEB programs and on -demand webcasts, the use of which is governed by this Agreement. E. "Product" means Online Programs, Content, and Software, and any portion thereof, that are accessible either through CEB-provided CD-ROMIDVD media or on the Internet at www.ceb.com or another uniform resource locator that CEB might designate. F. "Software" means all computer code (both source and object), applets, interfaces, commands, syntax, and expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Content in the Product, whether created by CEB or licensed from third parties. G. "Use" means accessing, displaying, or performing the Product, or reproducing the Product in limited portions as authorized under this Agreement. 2. LICENSE AND PERMITTED USE A. The Product comprises original works of authorship (including, but not limited to, derivative works based on graphical scans or typed text of public domain materials) that are both proprietary and intellectual properties of The Regents of the University of California or its suppliers and are protected by the terms of this Agreement as well as domestic and foreign contractual and intellectual property laws, including, but not limited to, copyright, trademark, and patent laws. B. To the extent that you receive Software from CEB, such Software is deemed part of the Product. C. CEB grants to you a non-exclusive, non -transferable, and revocable license to: 1. Use the Product as provided herein, until your subscription is terminated as provided in this Agreement; 2. Access, load, store, and operate the Product with browser Software; 3. Access the Product, including the Content, via the Internet; and 4. Display or print portions of the Product on an ad hoc basis for your own personal, academic, educational, research, and professional law practice use, subject to the limitations in this Agreement. 5. (This Section 2.C5 applies only ifywi obtained a Product on CD-ROM/D PD.7 The scope of your authorized Use of the CD-ROM/DVD version of a Product depends on the number of licenses that you have purchased. This Agreement authorizes you to install and use the CD-ROM(DVD Product on one computer. You may for convenience use the CD-ROM/DVD Product on one additional computer at an alternate workplace such as your home. The number of user licenses that you have obtained determines the number of computers on which you may install the CD-ROMIDVD Product. Multiple user licenses authorize you to install and use the CD-ROM/DVD Product on a local area network, wide area network, or any other multiple -user computer hardware/software configuration within a single firm, agency, or company. D. Notwithstanding any Use permitted above, you shall NOT, without the prior written consent of CEB: 1. Decompile, reverse engineer, disassemble, or create derivative works from the Product; 2. Remove or obscure any proprietary notices, including, but not limited to, any and all copyright, trademark, and patent designations contained in the Product; 3. Upload, post, e-mail, transmit, publish, re -publish, distribute, create abstracts from, display, or otherwise make available the Product to any third parties including posting any Content to newsgroups, mail lists, or electronic bulletin boards; 4. Use the Product for any commercial, financial, or other beneficial purpose, including, but not limited to, advertising, exploitation, rental, lease, license, sale, or resale of the Product except as authorized under this Agreement; 5. Assign, rent, lend, lease, sell, sublicense, transfer, export from the United States, copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, extract components from, or create derivative works of the Product, except as authorized under this Agreement; or 6. Remove, modify, hide, or otherwise make unreadable or non -viewable any notice, legend, advice, watermark, or other designation contained on the Product, component thereof, or output there from. E. You shall not interrupt, or attempt to interrupt, the operation of the CEB website in any way F. The CEB website may include technological protection measures that effectively control access, reproduction, or distribution of the Product. Any attempt to tamper or dismantle these protections is a breach of this Agreement and may be a violation of the Digital Millennium Copyright Act of 1995, which violation may subject the violator to civil and criminal penalties. G. CEB reserves the right to log off subscribers who are inactive for an extended period of time and log off subscribers who violate any provision of this Agreement. H. All downloading, printing, or other use in excess of that provided herein requires PRIOR written permission from CEB by contacting CEB at permissions@ceb,ucla.edu or by mail at CEB Permissions Desk, 2140 Franklin Street, Suite 500, Oakland, CA 94612; facsimile: (510) 302-2001. I. You may reproduce any sample legal forms included in the Product as models for operative legal documents prepared by you in your professional law practice. J. You may In* to the CEB website from locations outside the CEB website provided: I. You link only to the CEB home page located at www.ceb.com; 7 2. You do not remove or obscure, by framing or otherwise, advertisements, the copyright notice or other proprietary notices in the CEB website; 3. You give CEB notice of such link by sending an e-mail message to permissions@ceb.ucla.edu; and 4. You agree to immediately discontinue providing links to the CEB website if requested to do so by CEB. K. You are responsible for any fees or charges made by an Internet service provider or other third party service incurred by you to access the Product. 3. MODIFICATIONS A. To the Agreement. CEB reserves the might to modify this Agreement and any policies affecting the Product at any time. Any such modification shall be effective immediately upon posting to the CEB website or distribution via electronic mail or conventional mail. Your continued access to the Product after any such modification to this Agreement shall be conclusively deemed an acceptance of all such modifications, regardless whether you have notice of such modifications. Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of CEB in providing the Product, including, but not limited to, (1) any change in the Content or (2) any change in the amount or type of fees associated with the Product, is to terminate your subscription in accordance with the provisions of this Agreement. B. To the CEB website. CHB reserves the right to modify, suspend, or discontinue the CEB website or any portion thereof at any time, including the availability of any area of the CEB website, including, but not limited to, the availability of the Product. CEB may also impose limits on certain features and services or restrict your access to parts or the entire CEB website without notice or liability. Your sole recourse in such event shall be to terminate your subscription as provided in this Agreement. 4. PRIVACY POLICY CEB's Privacy Policy is available on the CEB website. Any changes, modifications, or updates to CEB's Privacy Policy will be posted on the CEB website. 5. YOUR REPRESENTATIONS AND WARRANTIES You represent, warrant and covenant that: A. You will use the Product in accordance with the terms of this Agreement. B. The information that you have provided to CUB is true and accurate C. You shall at all times comply with all applicable laws, rules, and regulations with respect to your Use of the Product. D. You shall not use the Product to infringe, misappropriate, or violate the rights of CEB or third parties. E. You shall not knowingly or otherwise introduce to or through the Product any viruses or other items of a destructive nature. F. You shall comply at all times with this Agreement, including any modifications to this Agreement in accordance with this Agreement. 6. DISCLAIMER OF WARRANTIES A. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE PRODUCT AND THE CONTENT AVAILABLE THROUGH THE PRODUCT IS ON AN "AS IS," "AS AVAILABLE" BASIS, AND CEB SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY STATUTORY WARRANTY OF NON -INFRINGEMENT. B. The Product is distributed subject to your understanding that CEB does not render any legal, accounting, or other professional advice or services. Attorneys or other legal professionals using the Product in connection with client or personal legal matters should also research all applicable statutes, rules, regulations, court decisions, and other original sources of authority. C. No employee or other agent of CFB is authorized to modify the foregoing disclaimer of warranties or to make any additional warranties, either orally or in writing, except as expressly provided in Paragraph 3 above. D, FOR CD-R0MlDFD PRODUCT_N ONLY For a period of 90 days from the date when you purchase a CD- -_ROMIDVD Product, CEB warrants tat the CD-ROM/DVD or other tangible medium included in the Product will be free of any defects that prevent you from using the Product. CEB's sole obligation under this warranty is to replace any defective CD-ROM/DVD or other tangible medium, provided that you have given CEB written notice of the defect within that 90 -day period. 7. LIMITATIONS ON LIABILITY A. USE OF THE PRODUCT IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE PRODUCT, ACCESSED EITHER VIA CD-ROM/DVD OR THROUGH OR OBTAINED BY MEANS OF THE CEB WEBSITE. CEB AND ITS AFFILIATES, AGENTS, LICENSORS, AND ANY TELECOMMUNICATIONS OR NETWORK SERVICES FOR CEB SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE; DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES OR SIMILAR DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR FOR ANY ATTORNEY FEES. B. CEB's website includes facts, views, opinions, and recommendations of third parties deemed to be of interest. CEB does not guarantee the accuracy, reliability, completeness, or timeliness of, or otherwise endorse these views, opinions, or recommendations. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your own risk. C. CEB's website may contain links and pointers to other sites on the Internet maintained by third parties. Such links do not constitute an endorsement by CEB of any third -party site or any materials contained therein. CEB does not control and is not responsible for the availability, accuracy, privacy policy, or currency of such third -party sites or any information, content, products, or services accessible from such third -party sites. D. Your sole remedy in the event of any breach of this Agreement by CEB shalt be the termination of your subscription as provided herein. S. REGISTRATION AND SECURITY A. As part of the registration process, you shall select a password and a User ID. You shall provide CEB with certain registration information, all of which must be accurate and updated as appropriate. For CD- ROM/DVD Products, subscribers will be issued a unique user access code for each CD-ROM/DVD Product release. B. You shall not select or use the User ID and password of another person with the intent to impersonate that person, or use a User ID and password in which another person has rights, without such person's authorization and its being on the other person's behalf. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your subscription. C. You shall be responsible for maintaining the confidentiality of your password and any relevant access codes provided by CEB. D. You shall immediately notify CEB of any known or suspected unauthorized use(s) of your subscription, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or access code by calling CEB at (S 10) 302-2000. E. You are responsible for all usage or activity with your subscription, including, but not limited to, use of your subscription by any third party authorized by you to use your subscription, User ID, password, and access code. Only one person may access the Product at any given time using your User ID. You are also responsible for any and all unauthorized use of your subscription. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your subscription, at CEB's sole discretion, and CEB may refer you to appropriate law enforcement agencies. 9. TERM AND TERMINATION Your access right to the Product will continue or renew automatically unless CEB terminates it or you notify CEB of your decision to terminate your subscription. PZt l �:l I tl [� t7 akkTi &T'•i .(." You shall not use or refer to any trademarks, service marks, logos, or other identifiers of CEB, or properties owned, controlled, licensed, or otherwise proprietary to CEB, without the prior written consent of CEB. Any such permitted use of any trademarks, service marks, logos, or other identifiers shall inure to the benefit of CEB. 11. EXPORT CONTROL LAWS Software available on the CEB website or as part of the Product may contain technology that is subject to export controls. You agree not to transfer or export such Software from the United States, or to provide such Software to any foreign person or entity in the United States. 12. ASSIGNMENT You shall not assign your rights, duties, or obligations mtder this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise, without the prior written consent of CEB, and any attempt to do so shall be deemed null and void, and of no effect. 13. SEVERABILITY If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity shall remain in full force and effect. 14. WAIVER The waiver by either party of a breach or default in any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power, or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party. 15. NOTICE Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given (A) if by hand delivery, upon receipt thereof; (B) if by certified mail, postage prepaid, return receipt requested, upon receipt by the sender of the return receipt; (C) if by facsimile transmission, upon electronic confirmation thereof; or (D) if by next -day delivery service, upon such delivery. 16. FORCE MAJEURE If the performance of any part of this Agreement by the parties is prevented, hindered, delayed, or otherwise made impracticable by reason of any flood, riot, terrorism, earthquake, fire, judicial or governmental action, labor disputes, act of God, or any other causes beyond the control of either party, that party shall be excused from its performance to the extent that it is prevented, hindered, or delayed by such causes, provided, however, that if such period of force majeure lasts more than thirty (30) days, then the other party hereto may terminate this Agreement. 10 17. CHOICE OF LAW This Agreement shalt be governed by the laws of the State of California without regard to the principles of conflicts of laws or provisions regarding such. 18, JURISDICTION AND VENUE Any controversies or claims arising out of or relating in any way to this Agreement or a breach thereof, shall be adjudicated in the courts of the State of California. If any legal action is brought by either party regarding this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief available under applicable law, reasonable attorney fees and expenses. 19. HEADINGS The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. 20. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes ail prior agreements between the parties, whether written or oral, relating to the same subject matter. WITNESS WHEREOF, the parties have executed this agreement by their authorized representatives. Acknowledged: Date: C ( 30_---__.._ By: Frances Donovan, Director, Business Development CEB - Continuing Education of the Bar, California The University of California 2100 Franklin Street. Suite 500 Oakland, CA 94612 Date: 1/3 CJ By: --I Name: a r® ._ 4 1� tl Title: }—ter f- i-orrvay The City Attorney's Office City of Newport Beach 3300 Newport Beach Boulevard Newport Beach, California 92663 Attesk tl"y`�It'111,,,.� d r'' V vuv City Clerk SUBSCRIPTION RENEWAL AGREEMENT Agreement Number: R31291 Date: Revised: BETWEEN and PART Description: Content „Included: February 15, 2012 March 27, 2012 The City Attorney's Office of the City of Newport Beach ("Subscriber") The University of California, on behalf of its Continuing Education of the Bar, California ("CEB") CEB's content online called "OnLAW" The following 149 CEB publications now in online format: Administering, a Single -Person Trust After Settlor's Death Advising California Common Interest Communities Advising California Employers and Employees Advising California Nonprofit Comorations Advising California Partnerships Appeals and Writs in Criminnl Cases Bringing & Defending a Sexual Harassment Action Business Buy -Sell Agreements Business Succession Planning Califomia Administrative Hearing Practice. 2d Ed. Califomia Administrative Mandamus Califomia Attomey Fee Awards Califomia Attomey's Guide to Damages Califomia Automobile Insurance Law Guide Califomia Business Litigation Califomia Child Custody Litigation & Practice Califomia Civil Appellate Practice Califomia Civil Discovery Practice Califomia Civil Procedure Before Trial Califomia Civil Writ Practice Califomia Client Communications Manual California Conservatorship Practice Califomia Constmction Contracts. Defects & Litigation Califomia Criminal Law Forms Manual Califomia Criminal Law Procedure & Practice Califomia Criminal Sentencing Enhancements Califomia Decedent Estate Practice Califomia Domestic Partnerships Califomia Easements & Boundaries Califomia Elder Law Litigation: An Advocate's Guide Califomia Elder Law Resources, Benefits. & Planning: An Advocate's Guide Califomia Estate Planning Califomia Eviction Defense Manual Califomia Expert Witness Guide Califomia Franchise Law & Practice Califomia Government Tort Liability Practice Califomia Guardianship Practice California Judges Benchbook: Domestic Violence Cases in Criminal Court California Judges Benchbook: Search & Seizure California Juvenile Denendency Practice California Land Use Practice California Landlard-Tenant Practice California Law of Contracts California Liability Insurance Practice: Claims & Litigation California Local Probate Rules California Marital Settlement and Other Family Law Agreements California Mechanics' Liens & Related Construction Remedies California Mortgages. Deeds of Trust & Foreclosure Litigation California Municipal Law Handbook, 2010 California Personal Iniury Proof California Powers of Attorney & Health Care Directives California Probate Workflow Manual Revised California Pronerty Insurance: Law and Liti ag tion California Real Estate Bankruptcies California Real Estate Brokers California Real Estate Finance Practice: Strategies & Forms California Real Pronerty Remedies & Damages California Real Property Sales Transactions California Subdivision Map Act & the Development Process California Summary Judgment 2010 California Title Insurance Practice California Tort Damages California Tort Guide California Trial Objections California Trial Practice: Civil Procedure During Trial California Trust Administration California Trust & Probate Litigation Califomia UCC Sales and Leases California Uninsured Motorist Practice California Wage & Hour Law & Litigation California Will Drafting California Workers' Compensation Practice California Workers' Damages Practice Capacity & Undue Influence: Assessing. Challenging, & Defending Complete Plans for Small and Mid-Size Estates Condemnation Practice in California Counseling California Corporations Creating Your Discovery Plan Crossover Issues in Estate Planning and Family Law Debt Collection Practice in California Defending Your Client in a Misdemeanor Case Dividing Pensions & Other Employee Benefits Drafting Business Contmcts: Principles. Techniques & Forms Drafting California Irrevocable Trusts Drafting California Revocable Trusts Effective Direct & Cross-Examination Effective introduction of Evidence in California Enforcing Civil Money Judgments Estate Planning 2005 Estate Planning 2006 Estate Planning 2007 Estate Planning 2008 Estate Planning 2009 Estate Planning 2010 Estate Planning 2011 Estate Planning for Special Assets Family Law Financial Discovery Fee Agreement Forms Manual Felony Sentencing Handbook Financing & Protecting Califomia Businesses Forming & Operating California Limited Liability Com ams Forming California Common Interest Developments Funding a Revocable Trust Ground Lease Practice Handling Civil Appeals Handling Depositions Handling Disputes During Construction Handling Expert Witnesses in Califomia Courts Handling a Fiduciary Accounting Handling Mechanics' Liens & Related Remedies (Private Works) Handling Mold Litigation in Califomia. Handling Motions to Compel & Other Discovery Motions Handling Postmortem Trust Administration: A Checklist Handling a Probate Handling a Real Property Foreclosure Hand_linp Real Property Sales Transactions Handling Subpoenas Handling Unlawful Detainers Handling a Wrongful Termination Action Intellectual Property in Business Transactions Internet Law and Practice in Califomia Jefferson's California Evidence Benchbook Laving a Foundation to Introduce Evidence Making & Opposing a Summary Judgment Motion Mandatory Criminal Jury Instructions Handbook Marital Deduction Subtrust Funding Meeting Statutory Deadlines: During & After Litigation Obtaining Discovery: Initiating & Responding to Discovery Procedures Obtaining a Writ of Attachment Office Leasing: Drafting & Negotiating the Lease Organizing Corporations in Califomia Persuasive Opening Statements & Closing Arguments Planning & Conducting Family Law Discovery Practice Under the Califomia Environmental Quality Act Practice Under the CA Family Code• Dissolution, Legal Separation Nullity Preparing for Trial Privacy Compliance and Litigation in California Professional Licensing: Disciplinary Practice in California Real Properties Exchanges Retail Leasing: Drafting & Negotiating the Lease Sales and Mergers of Califomia Businesses Scientific Evidence in Califomia Criminal Cases Secured Transactions in Califomia Commercial Law Practice Selecting & Forming Business Entities Special Needs Trusts Trade Secrets Practice in Califomia Also to include at no additional charge: Additional CEB publications which are published on OnLAW during the term of this subscription renewal agreement Links to California cases and codes cited in the OnLAW text Forms, drafted by attorneys, with easy fill and print functions Electronic updates to Content Included during the term of this subscription renewal agreement All CEB reporters Number of Users: Content will continue to be licensed for 1-10 users based at Subscriber's offices in Newport Beach, California. Lb.'s and passwords may not be shared, under penalty of access termination. Method of Access: Via individual registration, seat claim, and sign on Term: Extended through March 11, 2013. Failure to renew by this date will result in automatic termination of access to Content Included. Training: One hour of annual training of Subscriber designated staff in OnLAW usage by a CEB trainer is included in this subscription renewal agreement at no additional charge. This training will cover the basic instruction in the use of CEB online services. Lunch or other food function can be included. Technical Support: Monday through Friday, 7:30 a.m. to 5 p.m., Pacific Standard Time 1-800-750-9155 tech_support@ceb.ucla.edu Renewal: The renewal process will begin 90 days prior to end of the current subscription term. If Subscriber fails to renew this subscription renewal agreement before the end of the renewal period, access to the Content Included will be automatically terminated. Subscription Pricing: CEB will charge a discounted price of $6,140.00 for Content Included, payable on signing the subscription agreement. This is the same price as under the original agreement for Content Included. There is no minimum print purchasing requirement. There is no sales tax. Payment Terms: Payment is due within 30 days of access activation. A 12 month installment payment plan can also be arranged at Subscriber's request for no additional charge for All-OnLAW. Cancellation: This subscription renewal agreement is for a period of one year and cannot be cancelled during that period with any expectation of refund, whether full or partial. 0 PART II Please note: The following is CEB's standard all-purpose access agreement. Acceptance of this access agreement Is required in order to subscribe to the material described in Part I of the subscriber agreement. No changes In this standard 211 -purpose access agreement are permitted. CEB ELECTRONIC PRODUCTS Access Agreement This Access Agreement ("Agreement") is between The Regents of the University of California, on behalf of Continuing Education of the Bar, ("CEB") and Licensee for access to CEB's electronic products. You may print this Agreement for your reference, and a link to this Agreement is provided on the CEB website so that you may view this Agreement at any time. L DEFINITIONS A. "CEB website" means the website, and all subsequent Web pages made available by any CEB server. B. "Content" means all indexes, scans (including, but not limited to, scans of works in the public domain and derivative works there from), text (including, but not limited to, work in the public domain and derivative works there from), outlines, headings, charts, graphics, photographs, animations, scripts, icons, audio, video, data and all other non -Software components of the Product. C. "Licensee" or "you" means you, the user, who agrees to the terms of this Agreement by clicking on the "I Agree" icon. D. "Online Programs" means materials in legal subject areas provided by CEB through the CEB website, including, but not limited to, audio and video portions of live webcasts of CEB programs and on -demand webcasts, the use of which is governed by this Agreement. E. "Product" means Online Programs, Content, and Software, and any portion thereof, that are accessible either through CEB-provided CD-ROM/DVD media or on the Internet at www.ceb.com or another uniform resource locator that CEB might designate. F. "Software" means all computer code (both source and object), applets, interfaces, commands, syntax, and expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the Content in the Product, whether created by CEB or licensed from third parties. G. "Use" means accessing, displaying, or performing the Product, or reproducing the Product in limited portions as authorized under this Agreement. 2. LICENSE AND PERMITTED USE A. The Product comprises original works of authorship (including, but not limited to, derivative works based on graphical scans or typed text of public domain materials) that are both proprietary and intellectual properties of The Regents of the University of California or its suppliers and are protected by the terms of this Agreement as well as domestic and foreign contractual and intellectual property laws, including, but not limited to, copyright, trademark, and patent laws. B. To the extent that you receive Software from CEB, such Software is deemed part of the Product. C. CEB grants to you a non-exclusive, non -transferable, and revocable license to: 1. Use the Product as provided herein, until your subscription is terminated as provided in this Agreement; 2. Access, load, store, and operate the Product with browser Software; 3. Access the Product, including the Content, via the Intemet; and 4. Display or print portions of the Product on an ad hoc basis for your own personal, academic, educational, research, and professional law practice use, subject to the limitations in this Agreement. 5. [This Section 2.C.5 applies only i(vou ohiained a Product on CD-ROM/DVD.) The scope of your authorized Use of the CD-ROM/DVD version of a Product depends on the number of licenses that you have purchased. This Agreement authorizes you to install and use the CD-ROM/DVD Product on one computer. You may for convenience use the CD-ROM/DVD Product on one additional computer at an alternate workplace such as your home. The number of user licenses that you have obtained determines the number of computers on which you may install the CD-ROM/DVD Product. Multiple user licenses authorize you to install and use the CD-ROM/DVD Product on a local area network, wide area network, or any other multiple -user computer hardware/software configuration within a single firm, agency, or company. D. Notwithstanding any Use permitted above, you shall NOT, without the prior written consent of CEB I. Decompile, reverse engineer, disassemble, or create derivative works from the Product; 2. Remove or obscure any proprietary notices, including, but not limited to, any and all copyright, trademark, and patent designations contained in the Product; 3. Upload, post, e-mail, transmit, publish, re -publish, distribute, create abstracts from, display, or otherwise make available the Product to any third parties including posting any Content to newsgroups, mail lists, or electronic bulletin boards; 4. Use the Product for any commercial, financial, or other beneficial purpose, including, but not limited to, advertising, exploitation, rental, lease, license, sale, or resale of the Product except as authorized under this Agreement; 5. Assign, rent, lend, lease, sell, sublicense, transfer, export from the United States, copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, extract components from, or create derivative works of the Product, except as authorized under this Agreement; or 6. Remove, modify, hide, orotherwise make unreadable or non -viewable any notice, legend, advice, watermark, or other designation contained on the Product, component thereof, or output there from. E. You shall not interrupt, or attempt to interrupt, the operation of the CEB website in any way. F. The CEB website may include technological protection measures that effectively control access, reproduction, or distribution of the Product. Any attempt to tamper or dismantle these protections is a breach of this Agreement and may be a violation of the Digital Millennium Copyright Act of 1998, which violation may subject the violator to civil and criminal penalties. G. CEB reserves the right to log off subscribers who are inactive for an extended period of time and log off subscribers who violate any provision of this Agreement. H. All downloading,. printing, or other use in excess of that provided herein requires PRIOR written permission from CEB by contacting CEB at permissions@ceb.ucla.edu or by mail at CEB Permissions Desk, 300 Frank H. Ogawa Plaza, Suite 410, Oakland, CA 94612; facsimile: (510)302-2001. 1. You may reproduce any sample legal forms included in the Product as models for operative legal documents prepared by you in your professional law practice. J. You may link to the CEB website from locations outside the CEB website provided: I. You link only to the CEB home page located at www.ceb.conr 2. You do not remove or obscure, by framing or otherwise, advertisements, the copyright notice or other proprietary notices in the CEB website; 3. You give CEB notice of such link by sending an e-mail message to permissions(Qa ceb.ucla.edu; and 4. You agree to immediately discontinue providing links to the CEB website if requested to do so by CEB. K. You are responsible for any fees or charges made by an Internet service provider or other third party service incurred by you to access the Product. 3. MODIFICATIONS A. To the Agreement. CEB reserves the right to modify this Agreement and any policies affecting the Product at any time. Any such modification shall be effective immediately upon posting to the CEB website ordistribution via electronic mail or conventional mail. Your continued access to the Product after any such modification to this Agreement shall be conclusively deemed an acceptance of all such modifications, regardless whether you have notice of such modifications. Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of CEB in providing the Product, including, but not limited to, (1) any change in the Content or (2) any change in the amount or type of fees associated with the Product, is to terminate your subscription in accordance with the provisions of this Agreement. B. To the CEB website. CEB reserves the right to modify, suspend, or discontinue the CEB website or any portion thereof at any time, including the availability of any area of the CEB website, including, but not limited to, the availability of the Product. CEB may also impose limits on certain features and services or restrict your access to parts or the entire CEB website without notice or liability. Your sole recourse in -such event shall be to terminate your subscription as provided in this Agreement. 4. PRIVACY POLICY CEB's Privacy Policy is available on the CEB website. Any changes, modifications, or updates to CEB's Privacy Policy will be posted on the CEB website. 5. YOUR REPRESENTATIONS AND WARRANTIES You represent, warrant, and covenant that: A. You will use the Product in accordance with the terms of this Agreement. B. The information that you have provided to CEB is true and accurate. C. You shall at all times comply with all applicable laws, rules, and regulations with respect to your Use of the Product. D. You shall not use the Product to infringe, misappropriate, or violate the rights of CEB or third parties. E. You shall not knowingly or otherwise introduce to or through the Product any viruses or other items of a destructive nature. F. You shall comply at all times with this Agreement, including any modifications to this Agreement in accordance with this Agreement. 6. DISCLAIMER OF WARRANTIES A. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE PRODUCT AND THE CONTENT AVAILABLE THROUGH THE PRODUCT IS ON AN "AS 1S," "AS AVAILABLE" BASIS, AND CES SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY STATUTORY WARRANTY OFNON-INFRINGEMENT. B. The Product is distributed subject to your understanding that CEB does not render any legal, accounting, or other professional advice or services. Attorneys or other legal professionals using the Product in connection with client or personal legal matters should also research all applicable statutes, rules, regulations, court decisions, and other original sources of authority. C. No employee or other agent of CEB is authorized to modify the foregoing disclaimer of warranties or to make any additional warranties, either orally or in writing, except as expressly provided in Paragraph 3 above. D. FOR CD-R0M/DVD PRODUCTS ONLY For a period of 90 days from the date when you purchase a CD- ROM/DVD Product, CEB warrants that the CD-ROM/DVD or other tangible medium included in the Product will be free of any defects that prevent you from using the Product. CEB's sole obligation under this warranty is to replace any defective CD-ROM/DVD or other tangible medium, provided that you have given CEB written notice of the defect within that 90 -day period. V/��ItlYItSVY(a7XYOi!�11.1:1:31wYtl7 A. USE OF THE PRODUCT IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE PRODUCT, ACCESSED EITHER VIA CD-ROM/DVD OR THROUGH OR OBTAINED BY MEANS OF THE CEB WEBSITE. CEB AND ITS AFFILIATES, AGENTS, LICENSORS, AND ANY TELECOMMUNICATIONS OR NETWORK SERVICES FOR CEB SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE; DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES OR SIMILAR DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR FOR ANY ATTORNEY FEES. B. CEB's website includes facts, views, opinions, and recommendations of third parties deemed to be of interest. CEB does not guarantee the accuracy, reliability, completeness, or timeliness of, or otherwise endorse these views, opinions, or recommendations. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your own risk. C. CEB's website may contain links and pointers to other sites on the Internet maintained by third parties. Such links do not constitute an endorsement by CEB of any third -party site or any materials contained therein. CEB does not control and is not responsible for the availability, accuracy, privacy policy, or currency of such third -party sites or any information, content, products, or services accessible from such third -party sites. D. Your sole remedy in the event of any breach of this Agreement by CEB shall be the termination of your subscription as provided herein. S. REGISTRATION AND SECURITY A. As part of die registration process, you shall select a password and a User ID. You shall provide CEB with certain registration information, all of which must be accurate and updated as appropriate. For CD- ROM/DVD Products, subscribers will be issued a unique user access code for each CD-ROM/DVD Product release. B. You shall not select or use the User ID and password of another person with the intent to impersonate that person, or use a User ID and password in which another person has rights, without such person's authorization and its being on the other person's behalf. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your subscription. C. You shall be responsible for maintaining the confidentiality of your password and any relevant access codes provided by CEB. D. You shall immediately notify CEB of any known or suspected unauthorized use(s) of your subscription, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or access code by calling CEB at (510) 302-2000. E. You are responsible for all usage or activity with your subscription, including, but not limited to, use of your subscription by any third party authorized by you to use your subscription, User ID, password, and access code. Only one person may access the Product at any given time using your User ID. You are also responsible for any and all unauthorized use of your subscription. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your subscription, at CEB's sole discretion, and CEB may refer you to appropriate law enforcement agencies. 9. TERM AND TERMINATION Your access right to the Product will continue or renew automatically unless CEB terminates it or you notify CEB of your decision to terminate your subscription. 10. CEB TRADEMARKS You shall not use or refer to any trademarks, service marks, logos, or other identifiers of CEB, or properties owned, controlled, licensed, or otherwise proprietary to CEB, without the prior written consent of CEB. Any such permitted use of any trademarks, service marks, logos, or other identifiers shall inure to the benefit of CEB. 11. EXPORT CONTROL LAWS Software available on the CEB website or as part of the Product may contain technology that is subject to export controls. You agree not to transfer or export such Software from the United States, or to provide such Software to any foreign person or entity in the United States. 12. ASSIGNMENT You shall not assign your rights, duties, or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise, without the prior written consent of CEB, and any attempt to do so shall be deemed null and void, and of no effect. 13. SEVERABILITY If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity shall remain in full force and effect. 14. WAIVER The waiver by either party of a breach or default in any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power, or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party. 15. NOTICE Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given (A) if by hand delivery, upon receipt thereof; (B) if by certified mail, postage prepaid, return receipt requested, upon receipt by the sender of the return receipt; (C) if by facsimile transmission, upon electronic confirmation thereof; or (D) if by next -day delivery service, upon such delivery. 16. FORCE MAJEURE If the performance of any part of this Agreement by the parties is prevented, hindered, delayed, or otherwise made impracticable by reason of any flood, riot, terrorism, earthquake, fire, judicial or governmental action, labor disputes, act of God, or any other causes beyond the control of either party, that party shall be excused from its performance to the extent that it is prevented, hindered, or delayed by such causes, provided, however, that if such period of force majeure lasts more than thirty (30) days, then the other party hereto may terminate this Agreement. 17. CHOICE OF LAW This Agreement shall be governed by the laws of the State of California without regard to the principles of conflicts of laws or provisions regarding such. 18. JURISDICTION AND VENUE Any controversies or claims arising out of or relating in any way to this Agreement or a breach thereof, shall be adjudicated in the courts of the State of California. If any legal action is brought by either party regarding this Agreement, the prevailing parry shall be entitled to recover, in addition to any other relief available under applicable law, reasonable attorney fees and expenses. 19. HEADINGS The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. 20. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior agreements between the parties, whether written or oral, relating to the some subject matter. WITNESS WHEREOF, the parties have executed this agreement by their authorized representatives. Acknowledged: Date: S l2 2 o I Z By: Frances Do van, Director, Business Development CEB - Continuing Education of the Bar, California The University of California 2100 Franklin Street, Suite 500 Oakland. CA 94612 Date:'Z— Aaron C. Harp, Esq., City Attomey, City of Newport Beach The City Attorney's Office City of Newport Beach 3300 Newport Beach Boulevard Newport Beach, California 92663 10 governmental action, labor disputes, act of God, or any other causes beyond the control of either party, that party shall be excused from its performance to the extent that it is prevented, hindered, or delayed by such causes, provided, however, that if such period of force majeure lasts more than thirty (30) days, then the other party hereto may terminate this Agreement. 17. CHOICE OF LAW This Agreement shall be governed by the laws of the State of California without regard to the principles of conflicts of laws or provisions regarding such. 18. JURISDICTION AND VENUE Any controversies or claims arising out of or relating in any way to this Agreement or a breach thereof, shall be adjudicated in the courts of the State of California. If any legal action is brought by either party regarding this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief available under applicable law, reasonable attorney fees and expenses. 19. HEADINGS The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. 20. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior agreements between the parties, whether written or oral, relating to the same subject matter. WITNESS WHEREOF, the parties have executed this agreement by their authorized representatives. Acknowledged: Date: By: Frances Donovan, Director, Business Development CEB - Continuing Education of the Bar, California The University of California 2100 Franklin Street, Suite 500 Oakland, CA 94612 Date: -3 By: —"-- Aaron --Aaron C. Harp, Esq., City Attorney, City of Newport Beach The City Attorney's Office City of Newport Beach 3300 Newport Beach Boulevard Newport Beach, California 92663 10