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HomeMy WebLinkAboutContract 59050CSC No. 59050 ADDENDUM TO AGENCY AGREEMENT BETWEEN THE CITY OF FORT WORTH AND LEADSONLINE LLC This Addendum to Agency Agreement ("Addendum") is entered into by and between LeadsOnline LLC ("Leads") and the City of Fort Worth ("City"), collectively the "parties", for a purchase of licenses. The Contract documents shall include the following: 1. The Agency Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Agency Agreement (the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. This Agreement shall begin on February 1, 2023 ("Effective Date") and shall expire on January 31, 2024 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). 2. Termination. a. Convenience. Either City or Leads may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. City's termination of this Agreement without cause will not create any obligation to Leads for the refund of any portion of the subscription fee. b. Breach. If either party commits a material breach of the Agreement, the non - breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Leads of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of Addendum OFFICIAL RECORD CITY SECRETARY page 1 of 14 FT. WORTH, TX any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Leads for services actually rendered up to the effective date of termination and Leads shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason and upon City's written request, Leads shall Leads shall return any City provided data to City in the format City provided it unless otherwise mutually agreed. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The 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 laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 6. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, requires City to indemnify or hold Leads or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 7. IP Indemnity. Leads will defend or settle any third -party claim against the City to the extent that such claim alleges that the Leads technology used to provide the web based service violates a copyright, patent, trademark, or other intellectual property right, if the City: promptly notifies Leads of the claim in writing; cooperates with Leads in the defense; and allows Leads to solely control the defense or settlement of the claim. Costs. Leads will pay infringement claim defense costs it incurs in defending the City, and Leads negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely, then Leads may modify the web based service, procure the necessary rights, or replace it with the functional equivalent. If Leads determines that none of these are reasonably available, then Leads may terminate the web based service and refund any prepaid and unused fees. Exclusions. Leads has no obligation for any claim arising from: Leads' compliance with the City's designs, specification, instructions, or Addendum Page 2 of 14 technical information; a combination of the web based service with other technology, data or aspects where the infringement would not occur but for the combination; use of the City provided information technology or aspects not provided by Leads. THIS SECTION CONTAINS THE CITY'S EXCLUSIVE REMEDIES AND LEADS' SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. 8. 9. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 10. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. hi the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Leads. It will be the responsibility of Leads to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. In the event there is a request for information City has or may retrieve from Leads' System, City will be solely responsible for reviewing and complying with exceptions to disclosure under the Texas Public Information Act prior to disclosure. 11. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 12. Immigration Nationality Act. Leads shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Leads shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Leads shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Leads employee who is not legally eligible to perform such services. LEADS SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY LEADS, LEADS' EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Leads, shall have the right to immediately terminate this Agreement for violations of this provision by Leads. Addendum Page 3 of 14 13. No Boycott of Israel. If Leads has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Leads acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Leads certifies that Leads's signature provides written verification to City that Leads: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 14. Right to Audit. Leads agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Leads involving transactions relating to the Agreement. Leads agrees that City shall have access during normal working hours to all necessary Leads facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Leads reasonable advance notice of intended audits. 15. Prohibition on Boycotting Energy CoMpanies. Leads acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Leads certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 16. Prohibition on Discrimination Against Firearm and Ammunition Industries. Leads acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Leads certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade Addendum Page 4 of 14 association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. (signature page follows) Addendum Page 5 of 14 ACCEPTED AND AGREED: CITY: City of Fort Worth By: Name: Fernando Costa Title: Assistant City Manager Date: Mar 13, 2023 Approval Recommended: i By: Robert Ilen A dredge Jr. (Mar 13, 202312:28 CDT) Name: Robert A. Alldredge Jr. Title: Executive Assistant Chief Attest: By: Name: Jannette Goodall Title: City Secretary LEADS: LEADSONLINE LLC 4,a4vvonn� 09 a FORT�y�d dto °-Id Ov8 0=0 Pia* % *p clUP, 4a By: — "�'Z'1� Name: AfeVander Fi ey Title: Chief Executive Officer Date: March 9, 2023 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: K� 7yI Name: Keith Morris Title: Assistant Police Director Approved as to Form and Legality: By: Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum Page 6 of 14 6900 Dallas Parkway, Suite 825 Phone (972) 361-0900 Leadsr nline Plano, TX75024 Fax (972) 361-0901 leadsonline.com Toll -Free (800) 311-2656 AGENCY AGREEMENT SCOPE OF AGREEMENT Leads operates and maintains an electronic reporting and criminal investigation system for receiving Transaction Data for the use of Law Enforcement Officials in their official duties. Leads acts in the capacity of an agent for such Law Enforcement Agencies for the purpose of collecting, maintaining and providing access to Transaction Data and other records. Agency desires to utilize Leads' System to support its investigations. Subject to the terms of this Agreement and in consideration of the mutual covenants stated below, the parties agree as follows: 1. Definitions 1.1 "Transaction Data" means all information provided by Reporting Businesses and Law Enforcement Agencies about transactions, including (but not limited to) the transaction number, make, model, property description, serial number, name, address, identification number, telephone number, date of birth and any images recorded during the course of a transaction according to official request, statutory requirement or otherwise. 1.2 "GLBA" means the Gramm -Leach -Bliley Act of 1999, together with the Privacy Rule and Safeguards Rule promulgated by the U.S. Federal Financial Institution regulators and the Federal Trade Commission. 1.3 "Law Enforcement Agency" means any agency duly authorized by Municipal, State, County or Federal government to enforce laws or investigate crimes. 1.4 "Law Enforcement Official" means a person employed and authorized by a Law Enforcement Agency to, in his/her official duties, access Transaction Data and/or submit Transaction Data for official use by Law Enforcement Agencies. 1.5 "Leads' System" is Leads' electronic reporting and criminal investigations system for receiving Transaction Data for access by Law Enforcement Officials. 1.6 "Reporting Business" shall mean any entity that records Transaction Data regarding (a) the receipt or sale of products regulated by law and (b) the receipt or other disposition of merchandise or materials, and reports such Transaction Data for access by Law Enforcement Officials according to official request, statutory requirement or otherwise. 1.7 "Agency Files" means case information electronically transferred by Agency to Leads' System for automated comparison to Transaction Data and Agency Files submitted by other Law Enforcement Agencies. © 2000-2023 LeadsOnline, LLC. Confidential Information. All rights reserved. Page 1 of 7 Addendum Page 7 of 14 Leads'nline 2. Responsibilities of Agency 6900 Dallas Parkway, Suite 825 Phone (972) 361-0900 Plano, TX 75024 Fax (972) 361-0901 leadsonline.com Toll -Free (800) 311-2656 2.1 Agency agrees that the protection of usernames and passwords used to access Leads services and any Transaction Data accessed via Leads by its Law Enforcement Official is the responsibility of Agency. Agency agrees to maintain such information in a secure manner and to not provide login credentials to any other person. 2.2 Agency is responsible for the accuracy of information submitted by Agency's Law Enforcement Officials in registration for Law Enforcement Agency's accounts. 2.3 Agency agrees to not share its access to Leads' System with other Law Enforcement Agencies and to not share information retrieved from Leads' System with the exception of disclosure necessary for the purpose of prosecution of crimes within Agency's jurisdiction investigated by Agency. 2.4 Agency agrees that accounts will be (a) registered only to individual Law Enforcement Officials employed exclusively by Agency and (b) will be used only by the specific Law Enforcement Official to whom the account is registered and (c) will not be used to access or otherwise provide information from Leads System to other Law Enforcement Agencies. 2.5 Agency represents and warrants that it shall only submit, access, use and disclose Transaction Data for use in Agency's official Law Enforcement Agency duties. Agency maintains sole responsibility for activity taking place under its user accounts and is responsible for any use, misuse or disclosure of Transaction Data accessed by its users. 2.6 Agency is responsible for securing Transaction Data accessed from Leads' System, and agrees to comply with all applicable statutes, laws and regulations for use and disclosure of non- public personal information, including federal and state Transaction Data security breach laws and the GLBA. 2.7 Agency understands and acknowledges that Transaction Data and other records accessible by Law Enforcement Officials via Leads' System contains non-public personally identifiable information that is unrelated to any Agency case. This includes Transaction Data submitted by businesses and Law Enforcement Agencies outside of Agency's jurisdiction and outside of Agency's state. Such Transaction Data and other information may not be eligible for disclosure in response to a public record request according to applicable law. Leads does not grant Agency access to Leads' System for the purpose of searching records to respond to a public records request when Agency did not have the record at the time the public records request was made. If Agency searches Leads' System in response to a request for Public Records, Agency is acting of its own accord. 2.8 Agency is responsible for using devices and browsers capable of connecting via an encrypted internet connection. 2.9 Agency is responsible for promptly notifying Leads when a user is no longer employed by Agency or is otherwise no longer authorized to access Leads' System. 2.10 Agency agrees to promptly notify Leads of any conditions that Agency believes may represent or result from a security incident or vulnerability, including the possible compromise of a user's password. Please send any notifications to privacy@leadsonline.com. © 2000-2023 LeadsOnline, LLC. Confidential Information. All rights reserved. Page 1 of 7 Addendum Page 8 of 14 6900 Dallas Parkway, Suite 825 Phone (972) 361-0900 Lead s Rn I i n e Plano, TX 75024 Fax (972) 361-0901 leadsonline.com Toll -Free (800) 311-2656 2.11 Agency will pay subscription fees according to the schedule set forth in Attachment 'A' which by this reference is incorporated herein. 3. Responsibilities of Leads 3.1 Leads agrees to operate and maintain the Leads System for the purpose of receiving Transaction Data for access only by Law Enforcement Officials. 3.2 Leads agrees to secure Transaction Data using administrative, technical and physical safeguards as set forth in applicable law, including the GLBA. 3.3 Leads agrees to limit access to Agency Files to authorized Law Enforcement Officials, and shall apply safeguards to protect Agency Files according to standards applicable to the information in Agency Files. Leads agrees to purge all Agency Files according to CJIS standards upon Agency's written request. 3.4 Leads agrees to provide use of Leads' System with the capabilities specified in Attachment W. 4. Conditions for use of Leads' System 4.1 Leads' System and website, including but not limited to written materials, text, graphics, logos, software, functionality, icons and images are the exclusive proprietary property of Leads and are protected under the United States Copyright Act (17 United States Code), as well as by all applicable state and international copyright laws, and by the Lanham Act (15 U.S.C. §§1051- 1 141 n). Agency agrees to abide by any additional copyright notices, trademarks, information, or restrictions contained in any content on Leads' System and website. Leads' System and website may be used solely for the purposes expressly provided for herein, and no aspect of the Leads' System or website may be used for any other purpose whatsoever. Any other use is unauthorized and will constitute an infringement upon the proprietary rights of Leads. No authority to use any content on Leads' System, website, or any other intellectual or other property of Leads not expressly granted by this Agreement shall be implied. 4.2 Agency agrees to not decompile or otherwise copy or use content on the Leads' System or website or other proprietary information of Leads for purposes of reverse -engineering or reconstruction, and to not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices from any materials Agency obtains from Leads' System or website. 4.3 Agency represents it is a Law Enforcement Agency. 4.4 Leads may modify or upgrade any aspect of Leads' System at any time without notice. Leads agrees to make commercially reasonable efforts to perform such modifications in a manner that is not disruptive to Agency. 4.5 Subject to the terms of this Agreement, Agency hereby appoints Leads as its agent for the sole purpose of collecting, maintaining and providing access to Transaction Data from Reporting Businesses. This agency appointment is effective as of the registration date of Agency's initial user. Agency acknowledges that Leads does not enforce laws and only represents Agency in the capacity of receiving Transaction Data from Reporting Businesses and Law Enforcement Agencies and making information available to Law Enforcement Officials via Leads' System. © 2000-2023 LeadsOnline, LLC. Confidential Information. All rights reserved. Page 1 of 7 Addendum Page 9 of 14 6900 Dallas Parkway, Suite 825 Phone (972) 361-0900 Leadsr nline Plano, TX75024 Fax (972) 361-0901 leadsonline.com Toll -Free (800) 311-2656 4.6 Leads uses a number of checks to identify inaccurate or incomplete Transaction Data, but cannot and does not represent or endorse the accuracy or reliability of Transaction Data or other information submitted by Reporting Business and Law Enforcement Agencies. Transaction Data is provided by Reporting Businesses and Law Enforcement Agencies according to the laws and practices enforced in Reporting Businesses' jurisdiction using their proprietary operational software. 4.7 Leads is not responsible for ensuring the compliance of Reporting Businesses with their Transaction Data reporting obligations. 4.8 Agency will not discourage Reporting Businesses from submitting Transaction Data via Leads. 4.9 Transaction Data submitted by Reporting Businesses and Transaction Data and limited information from Agency Files submitted by Agency is accessible by Law Enforcement Officials with other Law Enforcement Agencies. 5. Disclaimer and Indemnification 5.1 EXCEPT FOR THE REPRESENTATIONS SET FORTH IN SECTION 3 OF THIS AGREEMENT, LEADS SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, CUSTOM, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY AND ALL OTHER IMPLIED WARRANTIES AND EXPRESS WARRANTIES (OTHER THAN THOSE SET FORTH HEREIN, IF ANY) WITH RESPECT TO LEADS' SYSTEM. LEADS' SYSTEM, INCLUDING ALL TRANSACTION DATA, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH LEADS' WEBSITE IS PROVIDED, AND ACCEPTED AND/OR USED, "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. 5.2 LEADS IS NOT LIABLE FOR ANY DAMAGES SUFFERED BY AGENCY OR ALLEGED BY ANY THIRD PARTY ARISING FROM AGENCY'S USE OF LEADS' SYSTEM UNLESS THERE IS A SHOWING OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY LEADS. 5.3 IN NO EVENT SHALL LEADS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DOWNTIME COSTS, LABOR COST, OVERHEAD COSTS OR CLAIMS OF A REPORTING BUSINESS, ITS AFFILIATES OR ANY OTHER THIRD PARTY, EVEN IF LEADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 5.4 AT AN ABSOLUTE MAXIMUM, LEADS LIABILITY SHALL BE LIMITED TO THE AMOUNT OF MONEY IT IS PAID BY AGENCY TO LEADS. 5.5 Leads shall indemnify, hold harmless, protect and defend Agency and its officials, officers, employees, agents and authorized volunteers (the "Indemnified Parties") from and against all losses, liabilities, judgments, costs, expenses, damages (including damages to the Leads' System), attorney's fees, and other costs, including all costs of defense, arising from all suits of law or actions of every nature for or on account of the infringement of any patents, trademarks, © 2000-2023 LeadsOnline, LLC. Confidential Information. All rights reserved. Page 1 of 7 Addendum Page 10 of 14 LeadsRnline 6900 Dallas Parkway, Suite 825 Phone (972) 361-0900 Plano, TX 75024 Fax (972) 361-0901 leadsonline.com Toll -Free (800) 311-2656 or copyrights of any other party by reason of the use or integration of any proprietary software, equipment, devices or processes, originally incorporated, or provided and used, by Leads in the performance of the services provided under this Agreement. Notwithstanding the foregoing, this paragraph shall not apply if the foregoing described losses, liabilities, judgments, costs, expenses, damages and the like arise from the misuse of Leads' System or Transaction Data or any other breach of this Agreement by Agency. 5.6 Agency shall ensure that any local law, instructions or directive given by Agency or Agency's Law Enforcement Officials related to Reporting Businesses ("Agency Directives") do not conflict with applicable laws. LEADS SHALL NOT, UNDER ANY CIRCUMSTANCE, BE RESPONSIBLE OR LIABLE FOR ANY THIRD -PARTY CLAIM ARISING OUT OF OR IN ANY WAY CHALLENGING THE ENFORCEABILITY OR VALIDITY OF SUCH AGENCY DIRECTIVES OR APPLICABLE LAWS. 5.7 The parties expressly agree that the execution of the Agreement does not create any personal liability on the part of any officer, director, employee, or agent of either party. 5.8 The parties agree that no provision of this Agreement extends either party's liability beyond the liability provided in applicable law, and no provision of this Agreement shall be considered a waiver by either party of any right, defense, or immunity available according to applicable law. 6. Miscellaneous 6.1 Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, including any act that would be considered force majeure. 6.2 If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, unless either party deems the unenforceable provision to be essential to this Agreement, in which case either party may terminate this Agreement, effective immediately upon notice to the other party. 6.3 The parties reserve the right to disclose any information in response to a duly authorized subpoena. 6.4 Any waiver by either party of a breach of any provision of this Agreement by the other party or delay in enforcing any rights shall not operate or be construed as a waiver of any other or subsequent breach by such party. 6.5 The parties acknowledge that all services provided under this Agreement are performed from Leads' facilities, and Leads does not physically come to Agency for purposes of providing any services related to this Agreement. 6.6 This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements and understandings, written or oral, between the parties relating to the subject matter hereof. This Agreement may not be modified, changed or discharged, in whole or in part, except by an agreement in writing signed by both parties. The mere acceptance of any work order, purchase order or other document containing provisions purported to modify or enlarge the obligations or liabilities of either party shall not be construed as acceptance of such provisions. © 2000-2023 LeadsOnline, LLC. Confidential Information. All rights reserved. Page 1 of 7 Addendum Page 11 of 14 LeadsRnline 6900 Dallas Parkway, Suite 825 Phone (972) 361-0900 Plano, TX 75024 Fax (972) 361-0901 leadsonline.com Toll -Free (800) 311-2656 6.7 Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto, any benefits, rights, or remedies under or by reason of this Agreement. There are no third -party beneficiaries to this Agreement. The only persons who may enforce or benefit from this Agreement and any rights under this Agreement are Agency and Leads. 6.8 Neither party will assign its rights or duties under this Agreement without first providing written notice to the other party with at least 30 days to object to such assignment and in doing so, immediately terminate the Agreement without penalty. LEADS LeadsOnline LLC Signature: Print Name: Alexander Finley Title: Chief Executive Officer Date: March 9, 2023 Address: 6900 Dallas Parkway, Suite 825 Plano, TX 75024-4200 AGENCY City of Fort Worth Signature: Print Name: Title: Date: Address: 505 West Felix Street Fort Worth, TX 76112 © 2000-2023 LeadsOnline, LLC. Confidential Information. All rights reserved. Page 1 of 7 ddendum Page 12 of 14 6900 Dallas Parkway, Suite 825 Phone (972) 361-0900 Lead s Rn I i n e Plano, TX 75024 Fax (972) 361-0901 leadsonline.com Toll -Free (800) 311-2656 AGENCY AGREEMENT - Attachment `A' SCOPE OF WORK AND ANNUAL SUBSCRIPTION FEE LeadsOnline System Capability PowerPlus Online reporting system for all pawn/secondhand stores and scrap metal recyclers Unlimited accounts/searches for your personnel working your cases Images of property, sellers, vehicles, thumbprints, etc. as reported Legacy data import (from existing in-house database) Updates, training and support for agency personnel and businesses Transaction Monitor - Audit system for reporting compliance Reportlt citizen property inventory system Automated NCIC/stolen property hits Message Inbox (alerts and communication to and from businesses) Daily Stats (hits and statistics for each investigator) Property Hold Management System Nationwide search access Saved (continuous) searches/Email hit alerts eBay First Responder Service OfferUp Search Listings Public Classified Ads - Craigslist Persons of Interest inter -agency suspect information system Suspect variations and associations reports Statement Analyzer Submit lists of known suspects and/or property (file upload) Phone Forensics Search CompStat Mapping System © 2000-2023 LeadsOnline, LLC. Confidential Information. All rights reserved. Page 1 of 7 Addendum Page 13 of 14 6900 Dallas Parkway, Suite 825 Phone (972) 361-0900 Leadsr nline Plano, TX75024 Fax (972) 361-0901 leadsonline.com Toll -Free (800) 311-2656 Attachment `B' The following terms will speak to the pricing associated with this agreement: 0 2/l /2023-1 /31 /2024: $91,525.00 Annual Payment © 2000-2023 LeadsOnline, LLC. Confidential Information. All rights reserved. Page 1 of 7 ddendum Page 14 of 14