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HomeMy WebLinkAboutContract 49203 CITY SECRETARY 119131313 CONTRACT NO. CARFAXFORPOLICE.COM ENROLLMENT FORM FOR LAW ENFORCEMENT- FORT WORTH, TX Official Agency Name(must provide FULL name)("Agency"):City of Fort Worth for the benefit and use by the Fort Worth Police Department Agency ORI Number:_---______�� / / Name of Chief of Police or Sheriff: Joel A/Z��/'l�(� Number of Sworn Officers: Address: .50-5 'VV, r�E/ T Y .S—J-X66T City: Fif omiq County: � �,1T State: Zip: 1 I15 Estimated number of motor vehicle accident reports per year: 00o Enrollment in the CARFAX For Police Program allows Agency to subscribe, in exchange for motor vehicle accident reports data created or collected by Agency, to the CARFAX investigative tools ("Investigative Tools"), and such other tools and services that CARFAX may offer participants of the CARFAX For Police Program(each,a"Service"and collectively,the"Services"). Araencv wishes to subscribe to: Investigative ToolsUk Yes F]No By signing below, I represent that I am duly authorized to execute this Enrollment Form on behalf of the City of Fort Worth and bind the City of Fort Worth to the CARFAX For Police Program Terms and Conditions attached to this Enrollment Form: Signature: Title: d9/ �—�--- pt CM•13rintedWarne: Date: VALE-F- WAsNIN&T,0tJ CONTRACT COMPLIANCE MANAGER: By signing, I a,94nowledge tha m the person responsible for the moni ing and admi ' ation of this contract, including ensur Terfo ance reportin requirements. �1 Name: Title: APPROV A TO FORM AND LEGALITY: !e ti By: FORD s ca S g an Q .• •... /� A istan 'ty ttorn y II ,l •.,® ATTEST: V OFFI*02117 By * CIT Wary Kayser,C' eta (pS FT "•„ PGA En o CARFAXFORPOLICE.COM Form 1295: 1 r Contract Authorization: M&C: 'lily By signing below, I represent that I am duly authorized to execute this Enrollment Form on behalf of CARFAX, Inc. and bind CARFAX to the CARFAX For Police Program Terms and Conditions attached to this Enrollment Form: 1 Signature: �lr�L7[r.r/I Title: &C1.� �',tc_\ ��tc.c �l Printed Name: Mk k C tl�'2..ky,V i✓l 2 Date: Send completed form to: Elena Castor I EMAIL:elenacastor@carfax.com ] FAX: 866-304-7523 PCA Enrollment Form-02/17 1313a CARFAXFORPOLICE.COM CARFAX®For Police Program Terms and Conditions These CARFAX®For Police Program Terms and Conditions("Terms and Conditions"),any enrollment form(each,an"Enrollment Form") signed or accepted by the City of Fort Worth for its law enforcement agency ("Agency' or"City"), and any exhibits and addenda to t Enrollment Form (whether entered into at the same time or at a later date) collectively form the agreement ("Agreement") between CARFAX, Inc. ("CARFAX" or "Contractor") and Agency and govern Agency's participation in the CARFAX® for Police Program ("Program"). This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and terminates and supersedes all previous agreements,whether oral or written, relating to the same subject matter,and will continue in full force and effect so long as Agency participates in the Program. 1.Provision of Data. Agency agrees to provide in PDF format, or authorizes its third party service provider to provide, to CARFAX all motor vehicle accident reports(and only the data contained therein authorized to be released under Texas law, as mutually agreed by the parties)that are created or collected by Agency and that Agency is permitted to provide to CARFAX("Accident Data"). Such Accident Data is deemed public information and may be used by CARFAX in its discretion in accordance with Texas law. Agency makes no representation to the accuracy of the Accident Data or the usability of the Accident Data. Agency will makes its best efforts to notify CARFAX of erroneous information in any Accident Data provided to CARFAX. Subject to and in accordance with applicable Texas law, CARFAX may include any and all information from the Accident Data in the CARFAX Vehicle History Service database("VHDB")and CARFAX's crash report center database(the"Crash Report Center Database"and collectively with the VHDB,the"CARFAX Databases") and in connection with any data, products and services provided by CARFAX. Agency agrees to use its best efforts to provide to CARFAX, upon CARFAX's request, another copy of any previously provided Accident Data as soon as reasonably possible after such request. Agency understands that, in the event of any termination of Agency's participation in any Service or the Program, CARFAX may continue to use the Accident Data already acquired by CARFAX. 2.Term and Termination. Agency agrees that this Agreement will be effective on the date on which this Agreement is last executed(the "Effective Date") and will continue in effect for a period of one (1) year and thereafter, this Agreement will automatically renew for successive additional one(1)year periods,unless otherwise terminated as provided in this Agreement. The initial term and any renewal term are collectively referred to as the "Term". If, during the Term,Agency elects to terminate this Agreement by withdrawing from its use of the Investigative Tools and no longer providing Accident Data,Agency will provide a thirty(30)day written notice to CARFAX of such election. Termination of Agency's subscription to any Service pursuant to the Program does not terminate any other Services to which Agency may have subscribed. Either party may terminate this Agreement upon written notice to the other party if the other party breaches any provision of this Agreement. All provisions of this Agreement that expressly or should by their nature survive any expiration or termination of this Agreement shall so survive, including without limitation this last sentence of Section 2,the last sentence of Section 3,and Sections 5, 7(c),9, 10, 12 13, 15,and 16. 3. License:Ownership. Subject to the terms and conditions of this Agreement,CARFAX hereby grants to Agency a limited, revocable, nontransferable and nonexclusive license to use the CARFAX Databases in accordance with the terms of this Agreement. The license to use the CARFAX Databases is limited to the extent required for criminal investigative purposes ("Permitted Use"). Agency acknowledges that the CARFAX Databases, the Investigative Tools and all data contained therein and all intellectual property relating thereto are and will remain the property of CARFAX. 4.Agency Account. Promptly following the Effective Date, CARFAX will establish an Agency Account and will provide Agency with username(s)and password(s)to access the CARFAX Databases to use the Investigative Tools. Agency will ensure that only authorized employees of Agency are given access to the Agency Account. Agency will ensure that a separate username and password is issued for each authorized employee of Agency, and Agency will be responsible for the administration of such username(s)and password(s) (including,without limitation, in connection with change in authorized personnel). Agency will use its best efforts to ensure the security of the username(s)and password(s)issued by CARFAX. Agency will also use its best efforts to not allow un-authorized individuals to access the CARFAX Databases or not allow authorized individuals to use the CARFAX Database for commercial purposes. Agency will not share the username(s)and/or password(s) issued by CARFAX with any third party(other than with CARFAX-approved third party vendors to facilitate the Permitted Use). 5.Security. Agency acknowledges that the Crash Report Center Database contains accident reports that may include personally identifiable information(collectively,"PII"). To the extent allowed by law,Agency will keep all such PII confidential and secure, including without limitation by(a)restricting access to the Agency Account and/or such accident reports to employees of Agency who have a need to know as part of their official duties;(b)ensuring that the Agency Account and such accident reports are accessed for a Permitted Use only, and information from such accident reports is not shared with any third party except as permitted by law and pursuant to this Agreement; (c) maintaining and complying with any applicable data retention policy governing the security and retention of accident reports; and (d)maintaining an information security program that is designed to meet applicable state and federal law requirements for safeguarding PII, including, at a minimum, to (i)ensure the security and confidentiality of such accident reports; (ii)protect against any anticipated threats or hazards to the security or integrity of data contained on such accident reports;and(iii)protect against unauthorized access to or use of the data contained in such accident reports. In the event of any actual or reasonably suspected breach of accident reports data caused by Agency's access to or use of the accident reports contained in the Crash Report Center Database ("Agency Breach"), Agency will promptly notify CARFAX of such actual or suspected Agency Breach and will fully cooperate with CARFAX in investigating such breach or unauthorized access and preventing the recurrence of any unauthorized or attempted possession, use or knowledge of the data. As between Agency and CARFAX,Agency shall be solely responsible for any legal or regulatory obligations which may arise under applicable law in connection with such Agency Breach,including without limitation,notifying the individuals whose information is the subject of such Agency Breach. Unless otherwise prohibited by applicable law,Agency agrees that any such notification shall not reference CARFAX or the Crash Report Center Database,nor shall CARFAX be otherwise identified or referenced in connection PCA Enrollment Fom—02/17 I' ED X I-ARFAX FOR POLIC�.COR". with such Agency Breach. 6.CARFAX Database Integrity. Agency will not upload or otherwise introduce any viruses, spyware or other software that jeopardizes the security or integrity of the CARFAX Databases or any CARFAX website and/or mobile device application or otherwise interferes with the CARFAX Databases,applicable CARFAX website and/or mobile device application functioning as intended by CARFAX. 7. Investigative Tools. In consideration of Agency's provision of Accident Data to CARFAX,CARFAX shall provide Agency access to the services described in Sections 7(a)and 7(b)(collectively,the"Investigative Tools"),subject to the restrictions set forth in Section 7(c): (a)Subscription to the VHDB. CARFAX will provide to Agency a subscription to the VHDB to access CARFAX Vehicle History Reports, QuickVIN®,VINAlee, Partial License Plate Search and such other investigative tools that CARFAX may offer from time to time. (b)Subscription to the Crash Report Center Database. CARFAX will provide Agency with a subscription to the Crash Report Center Database to obtain, as necessary,copies of motor vehicle accident reports that were provided to CARFAX by other law enforcement agencies and any information contained in the foregoing for the Permitted Use only. (c) Restrictions on Access and Use of the Investigative Tools. Agency shall not: (i) provide, offer, distribute, sell, resell or otherwise disclose any of the Investigative Tools or any information derived from the Investigative Tools to any third party(except to the extent such Investigative Tool becomes part of Agency's criminal investigation record,subject to the state's open records laws or criminal or civil discovery laws);(ii)permit the use of the CARFAX Databases or any information contained therein by any third parties;(iii)search the CARFAX Databases or any information contained therein on behalf of any third party,except as allowed for a criminal investigation; (iv)use or permit the use of the CARFAX Databases or any information contained therein for purposes other than the Permitted Use; (v) use or permit the use of the CARFAX Databases or Investigative Tools in the operation of a service to third parties for a fee; (vi) use or permit the use of the CARFAX Databases or the Investigative Tools for personal or unlawful purposes; or (vii) upload or otherwise introduce any viruses, spyware or other software that jeopardizes the security or integrity of the CARFAX Databases or otherwise interferes with the functioning of the CARFAX Databases as intended by CARFAX. Systematic access or retrieval of Investigative Tools or the information derived from Investigative Tools, including, but not limited to, the use of"bots" or"spiders," is strictly prohibited. In the event Agency provides any Investigative Tool or the information derived from the Investigative Tool to another party, except another law enforcement agency or as required by law, Agency shall not: (A) provide such Investigative Tool or information to any party for resale or remarketing in any manner or (B) modify such Investigative Tool or information in any way. Agency shall make no representation or provide any warranty to any person or entity regarding CARFAX, the CARFAX Databases, the Investigative Tools, or the information derived from the Investigative Tools, whether written or oral, that is inconsistent with the provisions of this Agreement or the information contained on the Investigative Tools(including all disclaimers). 8. CARFAX E-Commerce Service. Intentionally Deleted. 9. Disclaimers: Limited Warranty. Agency acknowledges that CARFAX collects data from public records and other sources for use in the CARFAX Databases and that this data may contain errors and omissions. CARFAX does not guarantee the correctness or completeness of the CARFAX Databases, the Investigative Tools or any information contained therein, and CARFAX will not be liable for any loss or injury caused, in whole or part, either by its negligence or circumstances beyond its control in procuring, compiling, collecting, interpreting or making available the CARFAX Databases or the Investigative Tools. Agency understands that not all information is available for all states and that CARFAX does not have access to some information that may be available to other parties. Agency also understands there may be a period of time between receipt of certain information by CARFAX and its inclusion of such information into the CARFAX Databases or the Investigative Tools. Agency acknowledges that neither the CARFAX Databases nor the Investigative Tools provide any conclusions regarding the condition of any vehicle, and Agency assumes full responsibility with respect to its decisions and transactions using the CARFAX Databases, the Investigative Tools or any information contained therein. THE CARFAX DATABASES,THE INVESTIGATIVE TOOLS AND ALL INFORMATION CONTAINED IN THE FOREGOING ARE PROVIDED "AS IS" AND "AS AVAILABLE." CARFAX MAKES AND AGENCY RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, AND CARFAX EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CARFAX DOES NOT GUARANTEE THAT THE CARFAX DATABASES OR THE INVESTIGATIVE TOOLS WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE CARFAX DATABASES OR THE INVESTIGATIVE TOOLS MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. CARFAX, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS DISCLAIM ALL LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY USE OF THE CARFAX DATABASES,THE INVESTIGATIVE TOOLS OR ANY INFORMATION CONTAINED THEREIN. THE ACCIDENT DATA CONTAINED IN THE FOREGOING IS PROVIDED "AS IS"AND "AS AVAILABLE." AGENCY MAKES AND CARFAX RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED,AND AGENCY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AGENCY DOES NOT GUARANTEE THAT THE AGENCY PROVIDING ACCIDENT DATA WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF PROVIDING ACCIDENT DATA MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. AGENCY DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGES CAUSED BY USE OF THE ACCIDENT DATA OR ANY INFORMATION CONTAINED THEREIN. 10.Limitation of Liability. Except for damages arising out of CARFAX's gross negligence or willful misconduct, Agency agrees that CARFAX's liability hereunder for damages, regardless of the form of action, shall not exceed the amount paid by Agency for the Investigative Tool in question, as applicable. This shall be Agency's exclusive remedy. EXCEPT IN CASES OF CARFAX'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,IN NO EVENT WILL CARFAX BE LIABLE FOR CONSEQUENTIAL,SPECIAL,PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES TO PROPERTY, DAMAGES FOR LOSS OF USE, PCA Enrollment Form—02117 aooao®® CARFAXFORPOLICE.COM LOSS OF TIME, LOSS OF PROFITS OR INCOME, OR ANY THIRD PARTY CLAIM OR DEMAND) EVEN IF CARFAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11.Marks. CARFAX grants to Agency a limited, revocable, nonexclusive and nontransferable license to use CARFAX trademarks and logos provided by CARFAX to Agency("CARFAX Marks")solely as approved by CARFAX.Agency acknowledges that Agency's use of the CARFAX Marks shall inure to CARFAX's benefit. CARFAX shall not use any of Agency's trademarks or logos without Agency's prior written consent. 12.Governing Law and Venue. This Agreement and the rights and obligations of the parties hereto shall be governed by,and construed in accordance with the laws of the United States and state of Texas,exclusive of conflicts of law's provisions.Venue for any suit brought under this Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas. 13.Miscellaneous. In the event of a direct conflict between the terms and conditions contained in an Enrollment Form and those set forth in these Terms and Conditions, the terms of the Terms and Conditions shall govern.CARFAX reserves the right to discontinue or modify, upon notification to Agency, any aspect of any of the Services provided by CARFAX hereunder. CARFAX reserves the right to modify these Terms and Conditions and to impose new or additional terms and conditions at any time by sending City a proposed amendment to this Agreement. City shall have the right to sign the proposed amendment agreeing to the new or additional terms and conditions or terminate the Agreement effective upon written notice to CARFAX. If City does not sign the proposed amendment and return it within thirty(30)days after the date of City's receipt of such proposed amendment from CARFAX,CARFAX shall have the right to suspend City's access to the Investigative Tools under this Agreement until such time City returns an amendment. Either party's failure to insist in any one or more instances upon the performance of any term,obligation,or condition of this Agreement by either party, or to exercise any right or privilege conferred in this Agreement,will not be construed as a waiver of such term,obligation, or condition or a relinquishment of such right or privilege. Any waiver of a breach of any term or condition of this Agreement by either party will not be considered a waiver of any subsequent breach of the same or any other condition. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force, unless the invalidity or unenforceability of a provision materially alters the rights or obligations of a party. Neither party shall assign this Agreement without the prior written consent of the other party. 14.Insurance. 14.1 The Contractor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1. Commercial General Liability a.Combined limit of not less than$1,000,000 per occurrence;$2million aggregate or b. Umbrella Coverage in the amount of$5,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. c. Defense costs shall be outside the limits of liability. 2. Professional Liability(Errors&Omissions)in the amount of$1,000,000 per claim and$5,000,000 aggregate limit. 3. Employers'Liability Insurance requirements per the amount required by statute. 14.2 General Insurance Requirements: 1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees,officers,officials,agents, and volunteers in respect to the contracted Services. 2. All applicable policies shall include a Waiver of Subrogation(Right of Recovery)in favor of the City of Fort Worth. 3. A minimum of Thirty(30)days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas St.,Fort Worth,Texas 76102,with copies to the City Attorney at the same address. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 15.Sovereign Immunity.Nothing herein constitutes a waiver of the City's sovereign immunity. 16.Right to Audit. Contractor agrees that the City shall, until the expiration of three(3)years after final payment under this Agreement, have access to and the right to examine any directly pertinent books,documents,papers and records of Contractor involving transactions relating to this Agreement. Contractor agrees that City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that the City shall,until the expiration of three(3)years after final payment under the subcontract,have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor, involving transactions to the subcontract, and further,that City shall have access during normal working hours to all subcontractor facilities,and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article. City shall give subcontractor reasonable advance notice of PCA Enrollment Form-07/17 1313 a CARFAXFORPOLICE.COM intended audits. 17.Notice. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested,addressed as follows: To CITY: To CARFAX: City of Fort Worth CARFAX, Inc.. Attn:Valerie Washington,Assistant City Manager Attn: Mike Irvine,General Manager PCA 200 Texas Street 5860 Trinity Parkway,Suite 600 Fort Worth,TX 76102-6314 Centreville,VA 20120 Facsimile: (817)392-8654 With copy to Fort Worth City Attorney's Office at same address PCA Enrollment Fom—03117