HomeMy WebLinkAboutHolt, Sheets & Assoc/CPD/Revenue Sharing
F0 PROVED , AS To
REVENUE SHARING. AGREEMENT
This Agreement is made and entered as of this 6 day of"-Rebruaxy 20-%, by
,and between Holt, Sheets and Associates, LLC, an. Indiana limited liability corporation,
("Licensor"), and Carmel:'Palice Department' ("Licensee")-
Definitions.
"Agreement" shall mean this Agreement,-as executed and any other, renewal . Agreement
between Licensor and Licensee.
"Licensor' shall mean Holt, Sheets
corporation or. any other successor,organization
the. State..of Indiana tomaintain VCRS and to
VCRS.
nd Associates,. an Indiana limited liability
thereof, whereby `Licensor: Bast a contract. with
exclusively sell collision reports submitted, to
"Licensee""shall mean-the above ;referenced police or sheriff agency as well as:all.of;such
agency's ernployees; agents and represeintatives-
`VCRS"'shall mean, the Vehicle Collision Reporting System for the:State.of Indiana that
is maintained by Licensor.
"EVCRS" shall mean the free electronic software that the State of Indiana makes
available for such law enforeemerit agencies to complete collision.reports.
`.`Report shall mean any.report or write up of any accident or collision' involving motor-
vehicles in the.State of Indiana that has,been originated by Licensee.
"Outdated Report" shall mean any Report that has b«;en. submitted to VCRS and
available on VCRS for more than;one (l),year..
`'Card" shall mean the information cards=provided to Licensee that. Licensee shall use to
distribute, they-Required Information about the collision reports and where an individual may
access and_purchase such report.
"Required Information" shall mean the- name of the Officer who completes the-collkion
report; the date of the col lision, and tile report number.
"Disrihuted Amount'." shall mean the amount that Licensor pays to. Licensee for each
Report sold through Licensee. Currentlythe Distributed Amount is Eight Dollars ($8.00) per
report sold.
2. Licensee Commitments.
2.01 Licensee shall exclusively submit all Reports created by Licensee to VCRS
through EVCRS or Standard State Collision Report form as soon as the Licensee has completed
the report.
2.02 Licensee may sell any Report or copy of any Report as long as the Report that is
being sold has been submitted into the State of Indiana Central Repository at the time of sale.
Licensee acknowledges that reimbursement will only occur for reports sold via BuyCrash.com.
2.03 Licensee agrees to either (1) use the Cards provided by Licensor or (2) provide
the same information found on the Cards when distributing information about the location or
manner by which an individual can obtain a Report from VCRS. Licensee agrees to provide the
Required Information that is found on each Card to the individual(s) involved in a collision in
any manner the Licensee deems necessary.
2.04 Licensee shall use Licensee's best efforts to enter all necessary information
required fora report accurately into VCRS.
3. Licensor Commitments.
3.01 Licensor agrees to pay Licensee the Distributed Amount for each Report
submitted by Licensee that Licensor sells from BuyCrash.com; provided, however, Licensor
shall not pay Licensee the Distributed Amount for any Outdated Report sold through
BuyCrash.com.
3.02 Licensor agrees to pay all accrued Distributed Amounts quarterly, beginning on
. Such Distributed Amounts to be paid directly to the account given to
Licensor by Licensee.
3.03 Licensor agrees to provide Licensee a quarterly accounting and detailed
description of all Reports sold through BuyCrash.com.
3.04 Licensor agrees to provide the Cards to the Licensee.
3.05 Licensor agrees to provide all the necessary training to Licensee for the utilization
of EVCRS. Licensor agrees to provide technical support for Licensee's use of EVCRS.
4. Representations and Warranties.
Licensee represents and warrants:
(a) The undersigned has the full right, power and authority to sign this
Agreement on behalfof Licensee.
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(b) This Agreement has.been duly executed and delivered by Licensee, and
constitutes the, legal, valid and binding obligations of Licensee,
enforceable against Licensee inaccordance 'with its respective terms.
(c) The execution<of thiss Agreement will not violate;. conflict with; or result in
a breach of or default'tinder anyof,the teihns, provisions or conditions"of
any agreement, or any statute, regulation, or court or, administrative order
or process to which Licensee is a party.
S. Indemnity: Licensee agrees to -indemnify, defend, and hold Licensor harmless
from and against:any.and all third party claims and losses arising o 'Lof.or in any way" reiated to
the sale ofanyReport,orrinformation contained therein or, from the use?of EVCRS, regardless.,of
the. form of action.
6. Term.
60t The initial term of'tiiis Agreement; shall be, one (l) year. The terms of this.
Agreement shall be automatically renewed each subsequent- year unless .Licensee provides
written notice to Licensor terminating this Agreettient at'least thirty (30)' days prior to the last
day of such yearly term.
6.02 This Agreement may be terminated by Licensee: for=any reason.,. In the event
Licensee terminates'this Agreement, Licensor shall pay' all`.Distributed Amounts that accrued
through the termination date., All amounts received for'Reports"sold after the termination date
shall remain the property of Licensor.
6:03 Licensor:'may terminate this Agreement due to Licensee's violation or breach of
the terms of this Agreement or any applicable law. In the event Licensor-terminates this
Agreement, Licensor: shall pay all Distributed Amounts that.accraed throtigh the termination
date. All amounts received for.,Repons.sold after the termination. date shall remain the property
of Licensor. The,paymentof all accrued Distributed Amounts shall in no way be considered a
waiver of;any cause of action Licensor may have regarding Licensee's breach-of this Agreement.
6.04 Licensor reserves the right "to adjust the Distributed Amount,at any time.. Licensor-
shall provide ]Voticejcr Licensee of the scheduled` adjustment within thirty (30) days, of such
adjustment.taking effect. Upomreceipt=ofsuch-Notice,, Licensee,shall have the right to°terminate
this.Agreement without such, termination hemg`considered a'bieacWhereof.
6.05 All restrictions on the sale of Reports,made while'this'Agreement is in effect shall'
survive the termination of this Agreement.,
Mutual Covenants.
7:01 The Licensee and Licensor-agree that they shall use-their, best efforts to perform
and Will aa ll,conditions;,and obligations on their parts to be.performed and fulfilled under this
Agreement.
7.02 The Licensee and Licensor'shatl cooperate with each other in-performance of all
obligationsunder this-Agreement, and shall.use best efforts;to:satisfy or cause to be satisfied, all
obligations, conditions and restrictions of.the?parties' under this Agreement.
8. Remedies.
8.01 If any party should violate any condition or obligation uiider this Agreerneril, the
parties each acknowledge that it would be extremely, impracticable to 'measure the resulting
damages; _accordingly, either party.. in addition to any other available,rights or remedies, may sue
in law or equity, and in such case the,parties each expressly waive the-defense tha(a remedy in
damages will he.adequate.
8.02 If any.legal:action,or=any arbitratiorn,or other proceeding-is brought by either party
for the enforcement of this Agreement, or because of breach; default, or misrepresentation-in
connection with any of the provisions of,this Agreement; the pieJailing'party shall ;be erititled'to.
recover reasonable--attorneys'' fees, and other costs incurred in, that. action or proceeding, 'in
addition to any other'reliefto which it or they maybe entitled:
Notices.
9.01 Notice under this Agreement shall be made ia_writing; sent via.:certified mail,
return receipt requested US. Mairor.privawexpress; or by facsiniiWaccording to the following
address and contact-information:
If to Licensor: liolt,,Sheets and Associates, LLC
:3744
N9eridiau Parke Lane, Suite B
Greenwood„ 'IN 46142'.
Phones (317):215-8300
Fax: (317)'215-22,1,7
If to Licensee: Carmel City Attcrnev
1 Civic- Square-
Carmea IN 46032
Attry Douglas C. Haney
Phone: 3L7 .571-2472
Fax: {3t-7 ) 57t-248
10. Miscelhmeous:
10_01 This Agreement constitutes the entire agreement among the.parties pertaining to
the subject matter contained herein and supersedes all prior and contemporaneous agreements,
representations and understandings of the parties:
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I O`.02 No supplement, modification or amendment of this.Agreement shall' be binding
unless executed in writing by all parties hereto.
10.03 No waiver of any of the provisions of this Agreement will be deemed, or will
constitute, a waiver of any other provision; whether er not similar, nor will anv waiver constitute
a continuing-waiver. No waiver will be bindirigiunless executed in writing hy'the party making
the waiver.
1004 Licensee shall hot assign this Agreement without the prior written consent of
Licensor.
10.05 This Agreement shall be'.binding on, and shall inure to the.benefit of, the parties
to it and their successors and assigns.
10.06 The invalidity or, unenforceability of any particular^provis on of tliis Agreement
shall not affect the other` provisions hereof and this Agreement shall;be construed in; all respects
as if such'irivalid,or unenforceable provisions' were emitted.
1007 Licensor shall not-he liable for failure to perform any paft of this Agreement
where such failure is'due:to fire, flood, pbwer outages, strikes, labor troubles or other; industrial
disturbances, inevitalile, accidents, acts of [error, commercially unreasonable hostile acts by a
third party with respect,to VCRS; legal restrictions,?goveenmcntal regulations; or orders, or any
cause beyond the control of "Licensor, However; Licensor shall use, diligent efforts-to resume
performance: This Agreement shall notIbe regarded as terminated of frustrated as.a.result of such
'failure of performance`that doe . s:not.exceed ninety (90) days to remedy such failure.
10.08 This Agreementis`dxecuted and delivered in, and shall-be governed; enforced and
interpreted in accordance with, the laws .of,the State of Indiana wit6out.regardvto its conflict. of
laws provisions.
INI WITNESS WHEREOF„the parties have executed this Agreement as of the day and
year first above written:.
LICENSEE:
-LICFNSOR:
By. By._
Title: Title:
Dater Date:
.ACH Credit Authorization
Holt; Sheets & Associates
Vehicle Crash Records Reimbursement
I authorize hereinafter called AGENCY, to initiative a credit entries
to my account indicated below at the finahcial institution named below, h&einafter called
FINANCIAL INSTITUTION, to credit the,same such account.
NCIALINSTITUTION
ADDRESS
CITY / STATE / ZIP
Checking
# ACCOUNT #'
Please provide.a contacf person fromigur agency for financial mmitries:
Agency Contact (please print):
Agency Contact Phone#:
Agency Contact E-mail Address:
This outhority is to remain in full "force and effect until AGENCY nas received written
notification from me of,its'termination is such time•and manner as to Afford. AGENCY and
FINANCIAL INSTITUTI.ON a reasonable opportunity to;act on it..
SIGNED DATE
PRINTED NAME TELEPHONE
Fax to Holt, Sheets & Associates at 3J-215-2217
This agreement may be executed,in duplicate originals; eacri.intended by the parties to have the
same legal force and effect as individual original documents.
IN WITNESS WHEREOF; the:parties hereto-have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through.its Board.of Public
Works and Safety
HOLT"SHEETS,& ASSOCIATES, LLC
BY
Brainard, Presi?d'p Of.
^y"0
MaryAnryBurke,:M berg .
Date:
Lori'S. VJatsorv ember
Date: /Ul-
ATTEST:
Di a Cordray,.IANIC,
Date:
BY.:
Authorized Signature
Printed Name
Title:
FID/TIN:
SSN'if Sole" Proprietor:
Date:
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