1101-FICO-OnLine AgreementFICO Risk Score, Classic
ON-LINE
� AGREEMENT ( ,
THIS AGREEMENT is made this '7" day of /9, ` 20(0 `�
by and between Trans Union LLC (hereinafter referred to as "TransUnion"), Fair Isaac
Corporation (hereinafter referred to as "Fair Isaac "), and City of Sanford (hereinafter
referred to as "Subscriber").
1. TransUnion is in the business of providing consumer credit information to subscribers
who are members, and who have a permissible purpose for receiving such information.
2. Fair Isaac is in the decision support business with expertise in developing predictive
models of credit performance by consumers from historical credit data. f'
3. Subscriber is a credit grantor who purchases consumer credit reports from TransUnion in
connection with consumer credit applications.
4. TransUnion and Fair Isaac have developed a unique and proprietary statistical credit
scoring system ( "FICO Risk Score, Classic ") which evaluates certain information in the
credit report on an individual consumer from TransUnion's database and provides a
score which rank orders the consumer with respect to likely credit performance (the
"Classic Score "). The Classic Score is available in industry-specific versions, as well as
a general version.
5. Subscriber hereby requests that TransUnion process credit reports it purchases against
Classic Score and provide the Classic Score selected. TransUnion agrees to perform
such processing as reasonably practicable.
6. Fair Isaac, the developer of Classic Score, warrants that the scoring algorithms used in
the computation of the Classic Score are empirically derived from TransUnion's credit
data and are a demonstrably and statistically sound method of rank-ordering candidate
records with respect to credit risk, and that no scoring algorithm used by Classic Score
uses a "prohibited basis" as that term is defined in the Equal Credit Opportunity Act and
Regulation B ( "Reg. B ") promulgated thereunder.
7. Subscriber recognizes that factors other than the Classic Score must be considered in
making a credit decision, including the credit report, the individual credit application, and
economic factors. The factors that are provided by TransUnion as significantly
contributing to the Classic Score may be disclosed to consumers as the reasons for
taking adverse action, as required by Reg. B. The FICO Classic Score itself is
proprietary to Fair Isaac and may not be used as the reason for adverse action under
Reg. B. Subscriber may, however, disclose the FICO Classic Score provided to
Subscriber under this Agreement to credit applicants, when accompanied by the
corresponding score reason codes, in connection with approvatdisapproval decisions in
the context of bona fide credit extension transactions only.
B. Subscriber agrees to pay to TransUnion the annual subscriber fees for the use of Classic
Score, stated in Exhibit A, at the time stated therein. in addition, Subscriber agrees to
pay the added surcharge stated in Exhibit A for each credit report purchased that uses
Classic Score. All fees stated in Exhibit A are due in the same manner and subject to the
same terms and conditions as the fees in the Subscriber Agreement in effect between the
parties. All fees may be modified by TransUnion at any time upon a prior thirty (30) day
notice.
9. TransUnion and Fair Isaac shall use their best efforts to perform their obligations
hereunder, but make no guarantees other than as described in Paragraph 6, and shall
not be liable for any loss, cost or expense of Subscriber resulting from the use of Classic
Score. In no event shall either party be liable to Subscriber for any loss, costs, damages
or expenses in excess of the fees charged Subscriber hereunder for the previous twelve
(12) month period.
10. Each party hereto shall be responsible for compliance with all laws and regulations to
which it is subject.
11. This Agreement states the entire understanding of the parties as to the subject matter
hereof, supersedes all prior correspondence, documentation or representations, and may
not be amended except by written agreement signed by both. However, this Agreement
does not supersede any other agreement in effect between the parties relating to credit
reporting.
12. This Agreement shall be in effect for one year from the date hereof, and thereafter shall
be automatically renewed, except that either party may terminate this Agreement at any
time upon a prior thirty (30) day notice to the other.
13. No party may assign its rights or obligations hereunder except with the prior written
consent of the other party.
14. Nothing contained in this Agreement is intended to create a joint venture or partnership
between the parties. Each party shall be fully independent in its business operations.
15. TransUnion is authorized to sign this Agreement on behalf of Fair Isaac.
IN WITNESS WHEREOF, the parties have executed this Agree Zen as of the dat itter yglow.
Trans Union LLC }
Subsc r Name f
Signature: _j / /y / i ry i
Print Name: rll � 40—
Title: (s
Date: b -. 57
6
Signature:
Print Name: Robert (Sherman) Yehl
Title: City Manager
Date: March 31, 2006
Trans Union for Fair Isaac Corporation
Signature: �
a
Print Name:
Title: /��L�
EXHIBIT A to the
FICO Risk Score, Classic
ON -LINE AGREEMENT
Subscriber Name:
Date of Agreement:
Annual Subscriber Fee $ 0.00
Payable on the date hereof
The processing charge shall be based on units of credit reports scored and shall be added to the
credit report price as follows:
Monthly Classic Score Surcharge Per
Transaction Volume Transaction
N/A $ See Pricing Addendum
Addendum for Access via TransUnion DeskTop
This Addendum for Access via TransUnion DeskTop ( "Addendum ") is part of one or more service agreements in
effect between the parties (" Service Agreements") and is executed this 8 day of March, 2006 by and between
TRANS UNION LLC ( "TransUnion ") and City of Sanford ( "Subscriber").
WHEREAS, TransUnion and Subscriber have entered into one (1) or more Service Agreements pursuant to which
TransUnion is providing, to Subscriber, certain of the TransUnion services ( "TransUnion Services ") which
TransUnion makes or may make available through TransUnion DeskTop; and
WHEREAS, TransUnion has developed and/or licensed a system for providing access to such TransUnion
Services via the Internet ( "TransUnion DeskTop "); and
WHEREAS, TransUnion has developed a website for allowing Subscribers to administer and manage TransUnion
DeskTop access for its users ( "Administration Site "); and
WHEREAS, Subscriber desires (a) to utilize TransUnion DeskTop to receive those TransUnion Services for which
Subscriber currently has a Service Agreement with TransUnion to receive and (b) to utilize the Administration Site
to manage Subscriber access to TransUnion DeskTop.
NOW, THEREFORE, in consideration of the foregoing and the promises and mutual covenants set forth herein, the
parties agrees as follows:
1. Recitals. The recitals set forth above are an integral part of this Addendum and are hereby incorporated
herein.
2. Tenn and Termination.
2.1 This Addendum shall commence on the last signature date below (the "Effective Date ") and shall be
coterminous with each of the Service Agreements and, for each TransUnion Product, shall automatically
terminate upon expiration or termination of the associated Service Agreement. The foregoing
notwithstanding, this Addendum shall automatically terminate for all TransUnion Services in the event the
Certificate(s), (as defined below), is/are elected and not renewed. Moreover, this Addendum may be
terminated by either party upon thirty (30) days' prior written notice to the other party.
2.2 Without limiting any other remedies to which TransUnion may be entitled including, but not limited to,
injunctive relief, TransUnion reserves the right to immediately terminate this Addendum if TransUnion, in
good faith, determines that (1) Subscriber has materially breached any of its obligations under this
Addendum and/or any Service Agreement; (2) the requirements of any law, regulation, or judicial action have
not been met; or (3) as a result of changes in laws, regulations or regulatory or judicial action, the
requirements of any law, regulation or judicial action will not be met. TransUnion shall promptly provide
written notification to Subscriber of such action.
2.3 Survival. With the exception of the license granted to Subscriber, set forth below, and TransUnion's
obligation to provide TransUnion Services via TransUnion DeskTop under the terms and conditions of this
Addendum, all provisions of this Addendum shall survive any such termination of this Addendum. Moreover,
any such termination shall not relieve Subscriber of any fees or other payments due to TransUnion through
the date of any such termination nor affect any rights, duties or obligations of either party that accrue prior to
the effective date of any such termination.
3. License.
3.1 TransUnion hereby grants to Subscriber a time - limited, revocable, non - exclusive, non - transferable license to
use TransUnion DeskTop, and all other documentation and other related materials provided to Subscriber
under this Addendum, solely for the purpose of receiving TransUnion Service via the Internet and solely for
those TransUnion Services for which Subscriber is entitled to receive by virtue of the Service Agreement(s).
Title to TransUnion DeskTop including, without limitation, all documentation and other related materials, shall
at all times vest exclusively in TransUnion. TransUnion reserves all rights not explicitly granted to Subscriber
under this Addendum.
3.2 Subscriber shall not attempt directly or indirectly, to reverse engineer, decompife, or disassemble
TransUnion DeskTop, any st ware, related documentation, nor any confidential or proprietary criteria
developed or used by TransUni to relating to TransUnion DeskTop.
4. Passwords, Digital Certificates and Security
4.1 Subscriber shall designate an individual within Subscriber's organization who shall administer and manage
June 15, 2005 Page 1 of 4
C tDOpnrem ands nWsM rcouswLL� Sary10PWW1ACM& Sari/a TUDT.tl an .t
Subscriber access to TransUnion DeskTop through the Administration Site ( "Company Administrator"). This
initial Company Administrator may then designate other Company Administrators, administrators for each
Subscriber location from which TransUnion DeskTop will be accessed ( "Location Administrators) "), and
Subscriber employees who are authorized to utilize TransUnion DeskTop ( "User(s) ").
4.2 TransUnion DeskTop may only be utilized by Subscriber, through Subscriber's TransUnion sales
representative, after Subscriber applies for and obtains: (a) a TransUnion- supplied identification code ( "User
ID ") and associated password ( "Password ") for the Company Administrator who Subscriber authorizes to
utilize TransUnion DeskTop and the Administration Site; (b) a TransUnion- issued digital certificate
( "Certificate ") for all Company and Location Administrators; and, optionally (c) a Certificate for each individual
user of TransUnion DeskTop, which shall be downloaded onto a Subscriber personal computer (desktop
and /or portable ) /workstation/terminal from which Subscriber will utilize TransUnion DeskTop ( "Workstation ").
Minimally, all Users of TransUnion DeskTop must have a User ID and Password to utilize TransUnion
DeskTop.
d ita l Certificate Option Decl for Users By initializing the box on the left, Subscriber hereby
expressly declines to utilize the aforementioned Certificates for its Users to access TransUnion DeskTop.
However, a Company or Location Administrator may change this Digital Certificate option through the
Administration Site.
. WII FOI y anu wcanon Aummisrrarors snap be responsible for: (a) all tasks performed through the
Administration Site; (b) the creation, assignment, and distribution to Users of their User IDs and temporary
Passwords; (c) the issuance, management, and revocation of Certificates; (d) maintaining the security of the
digital certificate administration URL; and (e) promptly disabling or terminating a User ID /Password or
revoking a Certificate (e.g. Subscriber decision to no longer utilize TransUnion DeskTop via one or more
Workstations, changes affecting a User (e.g. leave of absence or termination of employment) who has
access to TransUnion DeskTop, or a breach of security).
4.4 Certificate Applications and License In the event Certificates are elected by Subscriber, upon: (a)
completion of the TransUnion DeskTop Registration Request Form attached as Attachment A and
incorporated herein ( "Application "); and (b) approval of the Application by TransUnion, TransUnion hereby
grants Subscriber a limited, non - exclusive, non - transferable two (2) year license to use such Certificate(s) for
the sole purpose of accessing the TransUnion Services via TransUnion DeskTop in accordance with the
terms of this Addendum and each Service Agreement. In no event shall Subscriber use Certificates for any
other purpose whatsoever including, but not limited to, in association with electronic transactions with third
parties.
4.5 Downloading of Certificates In addition, if Certificates are elected, then upon TransUnion's approval of the
Application and Subscriber's payment of any applicable License Fees, TransUnion will supply access to the
website where a Company or Location Administrator may download each Certificate onto a single
Workstation. Moreover, a Company or Location Administrator may opt to allow Users, through the
Administration Site, to download Certificates without Administrator assistance. Certificates are not
transferable, and Subscriber shall not copy or otherwise transfer a Certificate from a Workstation without
TransUnion's prior written consent. The foregoing notwithstanding, without TransUnion's prior written
consent, Subscriber may transfer a Certificate from one Workstation to another Workstation solely in the
event the original Workstation is being replaced. Subscriber understands that as certificates are licensed for
only two (2) year periods, Subscriber must actively apply to TransUnion for renewal of each Certificate.
4.6 Securitv. Subscriber represents and warrants that it will use its best reasonable efforts to ensure that: (1) only
authorized Users have access to TransUnion DeskTop through Workstations; (2) TransUnion Services
obtained by Subscriber via TransUnion DeskTop are not accessible by unauthorized parties via Subscriber's
connection to the Internet or otherwise; (3) all Passwords are kept confidential and secure by such authorized
Users (e.g., Subscriber shall ensure that Passwords are not stored on any Workstation nor other storage and
retrieval system and /or media and that Internet browser caching functionality is not used to store Passwords);
(4) each User ID and Password is used solely by the authorized User to whom such User ID and Password
was issued; (5) all documentation and /or other materials provided by TransUnion to Subscriber under this
Addendum is held in confidence by Subscriber (and accessible only to those Users who Subscriber has
authorized to utilize TransUnion DeskTop); and (6) Certificates are only installed on Subscriber Workstations
located at, or otherwise inventoried out of (in the case of portable Workstations), Subscriber's location
indicated on the Application or such other location (e.g., Subscriber employee home office) as may be
mutually agreed upon by Subscriber and TransUnion.
June 15, 2005 Page 2 of 4
CiDacum -"Se ngsV- Mm—%LO lSOUMOS\Te OCIW of Swftd.TUDTdeenA
4.6.1 In the event of any compromise of security involving User IDs, Passwords and /or Certificates, Subscribers
shall immediately notify TransUnion.
5. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. THE PARTIES ACKNOWLEDGE THAT,
BECAUSE TRANSUNION DESKTOP IS ACCESSED VIA THE INTERNET WHICH IS AN OPEN NETWORK,
NEITHER, TRANSUNION NOR ITS SUPPLIERS, CONTRACTORS, AND VENDORS, OF ANY TIER, MAKE
ANY WARRANTIES OF ANY KIND WITH RESPECT TO TRANSUNION DESKTOP; WITH RESPECT TO
ANY AND ALL DOCUMENTS AND /OR OTHER MATERIALS PROVIDED TO SUBSCRIBER UNDER THIS
ADDENDUM; WITH RESPECT TO LOSS OR CORRUPTION OF DATA; LOSS OF, OR DAMAGE TO,
EQUIPMENT AND /OR SOFTWARE; SYSTEM RESPONSE TIMES, ACCESS DELAYS OR ACCESS
INTERRUPTIONS; NOR COMPUTER VIRUSES, WHETHER EXPRESS OR IMPLIED INCLUDING,
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. MOREOVER, IN NO EVENT SHALL TRANSUNION NOR ITS SUPPLIERS, CONTRACTORS,
AND VENDORS, OF ANY TIER, BE HELD LIABLE IN ANY MANNER WHATSOEVER FOR ANY LOSS OR
INJURY TO SUBSCRIBER, ARISING OUT OF OR FROM THIS ADDENDUM INCLUDING, BUT NOT
LIMITED TO, ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, OR PUNITIVE
DAMAGES INCURRED BY SUBSCRIBER REGARDLESS OF THE THEORY UPON WHICH SUCH
DAMAGES ARE BASED AND EVEN IF TRANSUNION OR ITS SUPPLIERS, CONTRACTORS, AND
VENDORS, OF ANY TIER, OR ANY ONE OR MORE OF THE FOREGOING PARTIES, HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING
ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Subscriber shall have the right, and
is encouraged by TransUnion, to maintain any other type of TransUnion- authorized connection to TransUnion
for use in conjunction with the TransUnion Services and any other TransUnion services or services that
Subscriber has purchased or licensed from TransUnion and which are not accessible via TransUnion
DeskTop.
6. Indemnification. Subscriber shall indemnify and hold TransUnion harmless from any and all third -party
claims, losses and damages, liability, and costs, including attorney's fees, against, or incurred by, TransUnion
to the extent such claims, damages, liability and costs result directly or indirectly from: (a) Subscribers
negligence or intentional conduct; and /or (b) Subscriber's breach of its obligations under this Addendum
including, but not limited to, any breach which results in the unauthorized and /or non - permissible use of
information obtained via TransUnion DeskTop under this Addendum. Notwithstanding any provision of this
Agreement to the contrary, the Subscriber's indemnification obligation will be in effect only to the extent and
limits specifically set forth in Florida law.
7. Effect of Service Agreements. Except as otherwise explicitly provided for in this Addendum, the terms and
conditions of the Service Agreement(s) shall continue to be in full force and effect. In the event of a conflict
between the terms of the Service Agreement(s) and the terms of this Addendum, the terms of this Addendum
shall control.
8. Entire Agreement. THIS ADDENDUM INCLUDING ALL EXHIBITS CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES HERETO AND SUPERSEDES ALL PREVIOUS AGREEMENTS
AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, SOLELY WITH
RESPECT TO THE SUBJECT MATTER OF THIS ADDENDUM. THIS ADDENDUM MAY NOT BE
ALTERED, AMENDED, OR MODIFIED EXCEPT BY WRITTEN INSTRUMENT SIGNED BY THE DULY
AUTHORIZED REPRESENTATIVES OF BOTH PARTIES.
WHEREAS, the parties hereto, intending to be legally bound, have caused this Addendum to be executed by their
duly authorized representatives as of the last date and year written below. The parties hereto agree that a facsimile
transmission of this fully executed Addendum shall constitute an original and legally binding document
City of Sanford TRANS UNION LLC
Subscriber Name
Signature: rev "C 9rJ��
Print Name: Robert (Sherman) Yehl
Signature:
Print Name:
Title: City Manager Title:
Date: 3 �� 3 I O(D Date:
June 15, 2005 Page 3 of 4
C1DOrumenls and Se ftsM rcousW ft Doom %Trans Union ApEeMUm for Accew dm
TranslJnion ATTACHMENT TnINI IN1111 ep
Registration Request Form
Company Name: City of Sanford
Date:
This Registration Request Form must be completed and signed jointly by both an existing TransUnion subscriber
and TransUnion sales representative or account manager. Only registration forms submitted by a TransUnion
sales representative or account manager will be processed.
This Registration Request Form must be completed and submitted for each Location requiring access to
TransUnion DeskTop.
Sanford
Initial Location name:
Location address: 300 N. Park Avenue
Sanford Fl. 32771
City: State:
(407) 330 -5646
Zip code:
Fax number:
Company Administrator
Company Administrator: Michael J. Wierzbowski
First Name, Middle initial, Last Name
Phone number:
(
Email Address: (407) 330 -5638
Company Subscriber Codes (List in order of most frequent usage)
"Default Subscriber Code
Market/Submarket:
91
Individual Digital Certificates
Digital Certificates Requested: Yes ❑ No J
hank You. Please return the comp leted form to your TransUnion Sales Re resentative
Sales Rep's Name: Matthew P Weber
Southeast Division
TransUnion Division:
Phone number:
E -mail address:
Company acct code:
(Corporate Use Only)
(407) 322 -5389 (407) 322 -5356
Fax number:
mweber @tusales.com
Mkt/submkt:
Approved by: Date: T� 0 6
/ / ,' ��� / D S s riber
6YI � Date:
Approved by: S t
TransUnion Sales / Account Manager
TRANSUNION
MASTER AGREEMENT
FOR CONSUMER REPORTING
AND ANCILLARY SERVICES
This Agreement ( "Agreement") is made and entered into as of the Effective Date as defined below, by and between
Trans Union LLC ('TransUnion") with its principal place of business at 555 West Adams, Chicago, Illinois 60661,
and City of Sanford with its principal place of business at 300 N. Park Avenue Sanford FL 32771
( "Subscriber'). In consideration of the promises and mutual covenants hereinafter set forth, TransUnion and
Subscriber hereto agree as follows:
1. Scope of AareemerM This Agreement applies to any of those information services which Subscriber may
desire to receive from TrensUmon and which TransUnion offers to Subscriber. Such information services
shall herein be collectively referred to as "Services" and all information derived therefrom shall be collectively
referred to as "Services Information."
Subscriber enters in this Agreement on behalf of itself and its affiliates under common ownership and control,
as identified on Exhibit A hereto ( "Affiliates"), which Exhibit A may be amended by Subscriber from time to
time upon written notice to TransUnion, all of which are referred to collectively as Subscriber.
This Agreement consists of the general terms and conditions set forth in the body of this Agreement
("General Terms ") and Exhibit A. If there is a conflict between the General Terms and any Exhibit, the
provisions of the general terms will govern.
2. Subscrfbees business. Subscriber certifies that the nature of Subscriber's business is: (CHECK ONE)
a. _Bank
b. _Credit Union
C. _Auto Dealership
d. _Brokerage Hoursellnvestment Company
e. _Finance Company
f. _Mortgage Broker
g. _Collection Agency
h. _Health Care
I. Retail
j. _Private Investigation
k. _Detective Agency
I. _Secunty
M. _Otter Investigation
n. _Attorney or Law Firm
o. _Insurance
P. Govemmenl Agency - Law Enforcement
q. X Government Agency - Other
r. Other.
3. Consumer Reporting Services.
3.1 Consumer Report Information. TransUnion makes certain consumer report information services from its
consumer reporting database ('Consumer Report Information") available to its customers who have a
Permissible purpose for receiving such information in accordance with the Fair Credit Reporting Act (15
U.S.C. §1681 at seq.) including, without limitation, all amendments thereto ( "FCRA").
3.2 FCRA Penalties. THE FCRA PROVIDES THAT ANY PERSON WHO KNOWINGLY AND WILLFULLY
OBTAINS INFORMATION ON A CONSUMER FROM A CONSUMER REPORTING AGENCY UNDER
FALSE PRETENSES SHALL BE FINED UNDER TITLE 18, OR IMPRISONED NOT MORE THAN TWO
YEARS, OR BOTH.
3.3 Subscriber Certifications Subscriber certifies that it shad request Consumer Report Information solely for
Subscribefs exclusive one-time use and use such information solely for the permissible purposes) that are
Indicated by Subscriber below in Sections 3.4 - 3.7, and for no other purpose, subject however, to the
additional restrictions set forth herein. Moreover, if requested by TransUnion, Subscriber agrees to, and
shall, Individually certify the permissible purpose for each Consumer Report Information it requests, in
addition to the blanket certification set forth herein. Such individual certification shall be made by Subscriber
pursuant to instructions provided from time to time to Subscriber by TransUnion.
3.4 Consumer Report Information - Permissible Purpose(s) (CHECK ALL APPLICABLE)
In connection with a credit transaction involving the consumer on whom the information is to be fumished
and involving the extension of credit to, or review or collection of an account of the consumer.
_In connection with the underwriting of insurance involving the consumer.
Jwuary 4.2006 Page 1 of 11
X Pursuant to the written authorization of the consumer who is the subject of the Consumer Report
Information. Subscriber certifies that each such written authorization will expressly authorize Subscriber
to obtain the Consumer Report Information, and will contain at a minimum the subject's name, address,
social security number (where available) and signature. Subscriber further agrees to retain copies of all
such written authorizations for a minimum of thirty (30) months from the date of inquiry, and make such
authorizations available to TransUmon upon request. Nothing in this certification, or elsewhere in this
Agreement, is intended to allow Subscriber to purchase consumer reports for the purpose of selling or
giving the report, or information contained in or derived from it, to the subject of the report, or to any other
third party.
_For employment purposes, in which case Subscriber shall request only a TransUnion service expressly
designed for employment purposes (" Employment Report "). Subscriber further certifies that d shall not
request an Employment Report unless:
A. A dear and conspicuous disclosure is fast made In writing to the consumer before the Consumer
Report Information is obtained, in a document that consists solely of the disclosure, that a
consumer report may be obtained for employment purposes;
B. The consumer has authorized in writing the procurement of the Employment Report;
C. Information from the Employment Report will not be used in violation of any applicable federal or
state equal employment opportunity law or regulation;
D. The Employment Report will only be used once; and
E. Before taking adverse action in whole or in part based on the Employment Report, Subscriber shall
provide the consumer with a copy of the Employment Report and shall provide the consumer with a
copy of the consumer's rights, m the formal approved by the FTC, which form notice shall be
supplied to Subscriber by TransUnion either with the report or one time in print format, and
Subscriber agrees to duplicate it and provide it to the consumer as required hereunder.
_To use the information as a potential investor or servicer, or current insurer, in connection with a
valuation of, or an assessment of the credit or prepayment risks associated with, an existing credit
obligation;
To use the information in connection with Subscribefs legitimate business need for the information in
connection with a business transaction that is initiated by a consumer,
_To use the information in connection with Subscriber's legitimate business need for the information to
review an account to determine whether the consumer continues to meet the terms of the account;
(The following certifications are available for use by Government Agendas only): (CHECK ONE)
To use the information in connection with a determination of the consumer's eligibility for a license or
other benefit granted by a governmental instrumentality required by law to consider an applicant's
financial responsibility or status;
_Subscriber is the head of a state or local child support enforcement agency (or state or local government
official authorized by the head of such an agency), and on each request the Subscriber certifies that:
A. The consumer report is needed for the purpose of establishing an individual's capacity to make
child support payments or determining the appropriate level of such payments;
B. The paternity of the consumer for the child to which the obligation relates has been established or
acknowledged by the consumer in accordance with state laws under which the obligation arises fit
required by those laws);
C. The Subscriber has provided at least 10 days' prior notice to the consumer whose report is
requested, by certified or registered matt to the last known address of the consumer, that the report
will be requested; and
D. The consumer report will be kept confidential, will be used solely for a purpose described in
subparagraph (A) above, and will riot be used in connection with any other civil, administrative, or
criminal proceeding, or for any other purpose;
_Subscriber is an agency administering a state plan under Section 454 of the Social Security Ad (42
U.S.C. 654) and will use the information to set an initial or modifi child support award.
3.4.1 For purposes of this Agreement, the term 'adverse action' shall have the same meaning as that term is
defined in the FCRA.
January 4.2006 Page 2 of 11
3.5 Account ReviewlACCOUnt Monitoring Certification In the event that Subscriber requests Consumer Report
Information for account review or monitoring purposes, whether batch or on -line, Subscriber shall make such
requests solely for review or monitoring of Subscriber's own open accounts and/or closed accounts with
balances owing, and for no other purpose. Subscriber shall notify TransUnion in a mutually acceptable
format of the review or monitoring methods and criteria desired, and of any desired changes to or deletion of
any individual monitoring set, and shall delete individual monitoring sets on any consumers if Subscriber
ceases to have a permissible purpose to receive consumer data on such consumers. When Subscriber
requests information as a potential investor or servicer, or current insurer, in connection with a valuation of or
an assessment of the credit or prepayment risks associated with, an existing credit obligation (valuation
account reviews), Subscriber shall first obtain the prior written consent of the current account owner or
servicer of such accounts and make a copy of such consent available to TransUnion.
16 Prescreenina Certifications Provided that Subscriber meets all TransUnion reporting requirements for
prescreening customers as may be established from time to time, upon request by Subscriber, TransUnion
agrees to extract names from TransUnion's central computer file of credit information, or to screen names of
individuals contained on a base list mutually acceptable to TransUnion and Subscriber, in accordance with
selection criteria as specified by Subscriber and acceptable to TransUnion ("Prescreen Services).
Prescreen Services may include scores, attributes and/or other appends as mutually agreed. Each such
request for prescreened names, Including, but not limited to, such criteria associated with each such request,
is hereby incorporated into this Agreement by reference.
3.6.1 Format and Delivery. TransUnion shall supply, and deliver to Subscriber, such Prescreen Services in the
form of prescreened lists ('Prescreened Lists), in a mutually agreed upon format. TramUnion will be
responsible for the computer programming of the selection criteria specified by Subscriber.
3.6.2 Third Party Processors. In the event, Subscriber notifies TransUnion in writing that Subscriber intends to
have performed further processing of the such Prescreened List to further refine the selection, TransUrnion
shall deliver such Prescreened List to Subscriber's designated third party processor ("Processor); provided
such Processor has been approved by TransUnion and has executed an agreement for processing with
TransUnion. Subscriber shag so notify TransUnion in writing in conjunction with each screening request as
to whether Subscriber intends to so utilize Processor. Subscriber certifies that neither the criteria used to
select the names nor the tape layout description of the attributes will be disclosed by Subscriber to
Processor. Subscriber certifies that it will not request or receive from Processor any names of consumers
other than those to which a fine offer of credit or insurance will be made. Moreover. Subscriber shall
require that Processor provides to TransUnion in a mutually agreed upon format a dearly labeled magnetic
tape identifying all consumers on such refined Prescreened List so that TransUnion can post inquiries to its
files on such consumers as required by law. Subscriber shall require that Processor provide such tape to
TransUnion upon completion of such further processing but in no event later than seventy -five (75) days
after Processor's receipt of the media from TransUnion.
3.6.3 Subscriber Solicitation and Use of the Prescreened Lists. Except as otherwise mutually agreed,
Subscriber will be responsible for preparation of solicitation materials and all other communications to be
made with prescreened individuals. Subscriber hereby certifies that g will extend a firm offer of credit or
insurance to each and every individual named on the Prescreened List, or Processor -refined Prescreened
List and that the offer will not be withdrawn or withheld after the offer is made, except as permitted by the
FCRA. Subscriber further agrees to make available to TransUnion upon request a sample or draft of the
mail piece or telemarketing script in which the firm offer will be made, and TransUnion may refuse to
provide Prescreened Lists if TransUnion has a good faith belief that the proposed offer is not a firm offer of
credit or insurance. Notwithstanding this right to review the mail piece or script, however, TransUnion shall
have no liability for failure of such mail piece or script to comply with applicable law, including but not
limited to the FCRA.
3.6.4 One Time Use. All information received from Prescreened Services is for Subscriber's exclusive one -time
use. Such information shall not be revealed or made available, in whole or in part, to any person except
employees of Subscriber or Processor who have a need to know. In no event shag the Prescreened
Services be used for the processing of credit applications or underwriting insurance in the normal course of
business. Except solely to the extent necessary to utilize such Prescreened Lists pursuant to the terms and
conditions of this Agreement, Subscriber shag not copy the Prescreened Lists, or any portion thereof,
without TrensUnion's prior written consent, nor grant any other person or entity the right to do so.
Moreover, Subscriber is not granted any ownership rights or fills to the Prescreened Lists nor to any
information contained in any and all such Prescreened Lists.
3.7 Instant Decision Processing. TransUnion offers a suite of automated instant credit decision processing that
determines whether a consumer qualifies for requested credit products or utility service made available subject
January 4, 2006 Page 3 of 11
to the permissible certifications in Section 3.4 above, reviews existing customers for possible action on an
account made available subject to Section 3.5 above, and performs a prescreen of an individual's consumer
credit file against pre - determined credit criteria made available subject to Section 3.6 ( "Instant Decision
Processing "). When Subscriber desires to receive any of the foregoing services, the delivery specifications
and decision criteria shall be set forth in a separate written Schedule to be attached thereto.
3.7.1 TransUnion has developed a service that allows its Instant Decision Processing customers to retrieve,
through the Internet, the instant decision screen and Consumer Report Information, if applicable, generated
as a result of a previously processed instant credit decision transaction ( "Previous Instant Credit Decision "),
and Subscriber desires to utilize Previous Instant Credit Decision in conjunction with those instant credit
decision transactions which Subscriber receives.
TransUnion agrees to make Previous Instant Credit Decision available to Subscriber. For each individual
instant credit decision transaction requested by Subscriber, the Previous Instant Credit Decision which was
originally delivered to Subscriber will be available to Subscriber for a period of thirty -five (35) days from
such instant credit decision transaction.
Subscriber hereby represents and warrants that, for each individual instant credit decision transaction for
which Subscriber utilized Previous Instant Credit Decision, Subscriber shall use Previous Instant Credit
Decision solely: (a) for the specific permissible purpose, pursuant to the FCRA, for which Subscriber
requested such individual instant credit decision transaction; and (b) solely in conjunction with such
particular individual instant credit decision transaction. Subscriber shall not use Previous Instant Credit
Decision for any other purpose whatsoever.
3.8 California Certification If Subscriber is a retailer who uses Consumer Report Information in connection with in-
person credit applications, subject to the California Consumer Credit Reporting Agencies Act and all
amendments thereto, then Subscriber shall instruct its employees responsible for receiving in- person credit
applications from California consumers, including point of sale applications, to inspect the applicant's photo
identification prior to requesting a Consumer Report Information; and Subscriber shall identify to TransUnion,
either by subscriber code or by flag on the affected inquiry, when it requests Consumer Report Information for
an in- person credit application.
3.9 Vermont Certification When Subscriber requests a consumer report on a Vermont resident, Subscriber agrees
to comply with Vermont law. Subscriber expressly agrees to obtain the consumer's consent before requesting a
consumer report to the extent and in the manner required by Vermont law.
4 Ancillary services
4.1 Fraud Prevention Services TransUnion offers several fraud prevention services that evaluate inquiry input
elements against other input elements and /or against proprietary databases, to identify potential discrepancies
and /or inaccuracies. Fraud prevention service messages may be delivered with Consumer Report Information
as a convenience, but are not part of a consumer's file nor are they Intended to be consumer reports. In the
event Subscriber obtains any fraud prevention services from TransUnion in conjunction with Consumer Report
Information or as a stand alone service, Subscriber shall not use the fraud prevention services, in whole or in
part, as a factor in establishing an individual's creditworthiness or eligibility for (a) credit or insurance, or (bi)
employment, nor for any other purposes under the FCRA. Moreover, Subscriber shall not take any adverse
action, which is based in whole or in part on the fraud prevention services, against any consumer. As a result
of information obtained from the fraud prevention services, it is understood that Subscriber may choose to
obtain additional information from one or more additional independent sources. Any action or decision as to
any individual which is taken or made by Subscriber based solely on such additional information obtained from
such additional independent source(s) shall not be deemed prohibited by this paragraph.
4.2 Reference Service s
4.2.1 TransUnion offers a suite of reference services from sources other than its Consumer Reporting Database
( "Non -CRD Reference Services), which it shall make available to Subscriber under the terms of this
Agreement. In no event shall Subscriber use Non -CRD Reference Services for marketing purposes.
4.2.2 Trans Union also offers the suite of reference services from its CRD ( "CRD Reference Services "), If
Subscriber desires to receive CRD Reference Services, Subscriber hereby certifies that the specific
purpose(s) for which the reference services will be requested, obtained and used by Subscriber is one or
more of the following uses as each such particular use is described in, and as may be interpreted from time
to time, by competent legislative, regulatory or judicial authority, as being encompassed by, Section
(6802)(e) of the Gramm - Leach- Bliley Act, Title V, Subtitle A, Financial Privacy (15 U.S.C. § 6801 -6809)
January 4, 2005 Page 4 of 11
CGLB') and the United States Federal Trade Commission rules promulgated thereunder. Subscriber shall
not request, obtain or use such CRD Reference Services for any other purpose.
❑ As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer, or
in connection with servicing or processing a financial product or service requested or authorized by the
consumer; or
❑ As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer, or
in connection with maintaining or servicing the consumer's account with Subscriber and Subscriber is a
financial institution; or
❑ With the consent or at the direction of the consumer; or
❑ To protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability;
or
❑ For use solely in conjunction with a legal or beneficial interest held by Subscriber and relating to the
consumer; or
❑ For use solely in Subscriber's fiduciary or representative capacity on behalf of the consumer.
4.2.3 For purposes of this Agreement, the term "Reference Services" shall be deemed to include both Non -CRD
Reference Services and CRD Reference Services. Subscriber shall not take any adverse action, which is
based in whole or in part on the Reference Services, against any consumer.
4.3 Depersonalized Data Services From time to time, Subscriber may desire to obtain depersonalized data (Data
Services) identified in a Data Services request forth or other mutually agreed upon document signed by an
authorized representative of Subscriber ('Data Services Request" or "DSR "). Subscriber represents and
warrants that Subscriber shall use any and all Data Services received pursuant to this Agreement solely for one
or more of the following purposes:
A. Determination of the validity of an existing risk score model or of certain data attributes, when such
model or attributes will be used in conjunction with the evaluation of consumer credit information
received and used under this Agreement;
B. Building Subscriber's own consumer credit information -based model which model shall be used solely in
conjunction with the evaluation of consumer credit information received and used under this Agreement;
C. Review and validation of Subscriber's policies relating to credit eligibility or other permissible purpose
under the FCRA, which policies Subscriber shall use in conjunction with evaluating consumer credit
information received and used under this Agreement; or
D. Determination of the qualitative value of consumer credit information TransUnion provides under this
Agreement.
4.3 .1 No Other Use Subscriber shall not use Data Services for any other purpose and shall take no action as to
any individual consumer as the result of the Data Services received under this Agreement.
4.4 TrensUnion Score s . Subscriber may request, in writing, that TransUnion provide Subscriber the TransUnion
Scores, in connection with the delivery of a consumer report obtained hereunder. TransUnion agrees to
perform such processing as reasonably practicable. Subscriber shall use TransUnion Scores only in
accordance with its permissible purpose under the FCRA.
4.4.1 Adverse Action Factors Subscriber recognizes that factors other than the TransUnion Score may be
considered in making a decision as to a consumer. Such other factors include, but are not limited to, the
credit report, the individual account history, application information, and economic factors. TransUnion
may provide score reason codes to Subscriber, which are designed to indicate the principal factors that
contributed to the TmnsUnion Boom, and may be disclosed to consumers as the reasons for taking
adverse action, as required by the Equal Credit Opportunity Act ( "ECOA") and its implementing Regulation
( "Reg. B "). The TransUnion Score itself, when accompanied by the corresponding reason codes, may also
be disclosed to the consumer who is the subject of the TransUnion Score. However, the TransUnion Score
itself may not be used as the reason for adverse action under Reg. B.
4.4.2 Confidentiality of TransUnion Scores The TransUnion Score is proprietary to TransUnion and, accordingly,
without TransUnion's prior written consent, the TransUnion Score shall not be disclosed to any other third
party, except: (a) as expressly permitted herein; or (b) unless dearly required by law. Subscriber shall not,
nor permit any third party to, publicly disseminate any results of the validations or other reports derived
from the TransUnion Scores without TransUnion's prior written consent. Moreover, in the event Subscriber
intends to provide TransUnion Scores to any agent including, without limitation, a list processor, Subscriber
January 4, 2008
Page 5 of 11
may do so provided, however, that Subscriber first enters into a written agreement with such agent that is
consistent with Subscriber's obligations under this Agreement.
4.4.3 Predictive Triggers Models In the event Subscriber requests Predictive Triggers Models, such models are
available in conjunction with Subscriber's Prescreen and Account Review requests; provided however, that
Subscriber hereby represents and warrants that when Subscriber requests Predictive Triggers Models in
conjunction with its Account Review requests, Subscriber shall not use Predictive Triggers Models, nor any
information derived therefrom, (a) to take any adverse action as to any individual consumer; or (b) for any
other reason including, but not limited to, in connection with the collection of an account.
4.4.4 TranliUnion Score Performan Certain TransUnion Scores are implemented with standard minimum
exclusion criteria. TransUnion shall not be liable to Subscriber for any claim, injury or damage suffered
directly or indirectly by Subscriber as a result of any Subscriber requested changes to the exclusion criteria
which result in normally excluded records being scored by such TransUnion Scores. TransUnion warrants
that the scoring algorithms used in the computation of the scoring services, provided under this Agreement,
( "Models ") are empirically derived from credit data and are a demonstrably and statistically sound method
of rank-ordering candidate records with respect to the purpose of the TransUnion Scores when applied to
the population for which they were developed, and that no scoring algorithm used by a TransUnion Score
uses a "prohibited basis" as that term is defined in ECOA and Reg. B promulgated thereunder. The
TransUnion Score may appear on a credit report for convenience only, but is not a part of the credit report
nor does it add to the information in the report on which it is based.
4.5 Third Party Scores and Other Third Party Services TransUnion has the capability to offer scores derived from
models built jointly with third parties, and other services provided by third parties, which are subject to
additional warranties offered or terms imposed by such third parties. If desired by Subscriber, such third party
scores and services shall be made available pursuant to separate agreement, which shall be appended as a
schedule to this Agreement.
S. Additional Terms and Conditions
5.1 Confidentiality Subscriber shall hold all Services Information in confidence and shall not disclose the Services
to any third party, except as required by law (i.e., an order of a court or data request from an administrative or
governmental agency with competent jurisdiction) to be disclosed; provided however, that Subscriber shall
provide TransUnion ten (10) days prior written notice before the disclosure of such information pursuant to this
Paragraph 5.1. However, this restriction shall not prohibit Subscriber from disclosing to the subject of the
Consumer Report Information, who is the subject of an adverse action, the content of the Consumer Report
Information as it relates to any such adverse action.
5.2 Safeguards Each parry shall implement, and shall take measures to maintain, reasonable and appropriate
administrative, technical, and physical security safeguards ( "Safeguards ") to (a) insure the security and
confidentiality of non - public personal information; (b) protect against anticipated threats or hazards to the
security or integrity of non - public personal information; and (c) protect against unauthorized access or use of
non - public personal information that could result in substantial harm or inconvenience to any consumer. When
a consumers first name or first initial and last name in combination with a social security number, drivers
license or Identification Card Number, or account number, credit or debit card number, in combination with any
required security code, access code, or password that would permit access to an individual's financial account
( "Personal Information "), is delivered to Subscriber unencrypted, Subscriber shall implement and maintain
reasonable security procedures and practices appropriate to the nature of the information and to protect the
Personal Information from unauthorized access, destruction, use, modification, or disclosure.
5.3 Authorized Requests Subscriber shall use the Services: (a) solely for the Subscriber's certified use(s); (b)
solely for Subscribers exclusive one -time use; and (c) subject to the terms and conditions of this Agreement.
Subscriber shall not request, obtain or use Services for any other purpose including, but not limited to, for the
purpose of selling, leasing, renting or otherwise providing information obtained under this Agreement to any
other party, whether alone, in conjunction with Subscribers own data, or otherwise in any service which is
derived from the Services. Services shall be requested by, and disclosed by Subscriber to, only Subscribers
designated and authorized employees having a need to know and only to the extent necessary to enable
Subscriber to use the Services in accordance with this Agreement. Subscriber shall ensure that such
Subscriber designated and authorized employees shall not attempt to obtain any Services on themselves,
associates, or any other person except in the exercise of their official duties.
5.4 Third Party Intermediaries In the event Subscriber will utilize a third party intermediary (e.g., Internet service
provider or other network provider) for the purpose of receiving Services, Subscriber shall ensure it has first
entered into an agreement with such third party under which such third party acts solely as a network conduit
for the delivery of the Services to Subscriber and which prohibits such third party from using, or otherwise
January 4, 2006 Page 6 of 11
accessing, the Services for any other purpose. Subscriber shall be solely liable for any actions or omissions of
such third parties which result in a breach of this Agreement including, but not limited to, any use of the
Services in violation of this Agreement.
5.5 Rattle to Services Subscriber shall not attempt, directly or indirectly, to reverse engineer, decompile, or
disassemble Services or any confidential or proprietary criteria developed or used by TransUnion relating to the
Services provided under this Agreement. Except as explicitly set forth in this Agreement, the entire right, title
and interest in and to the Services shall at all times vest exclusively in TransUnion. TransUnion reserves all
rights not explicitly granted to Subscriber under this Agreement.
5.6 Compliance with Laws Each party hereto shall be responsible for compliance with all applicable federal
(including, but not limited to the FCRA) and state legislation, regulations and judicial actions, as now or as may
become effective, to which lt is subject.
5.7 Fees and Payments Subscriber agrees to pay the fees and charges, as mutually agreed upon, for Services
provided to Subscriber under this Agreement. Such pricing is hereby incorporated into this Agreement by
reference. Any periodic and /or minimum Subscriber fees under this Agreement are non - refundable, in whole or
in part, in the event of a termination of this Agreement. TransUnion reserves the right to change the fees and
charges from time to time, but no change in such charges shall become effective as to the Subscriber earlier
than thirty (30) days after written notice thereof shall have been given by TransUnion to Subscriber. Subscriber
shall also pay all the cost of all media, media shipping, and insurance costs, taxes, duties or charges of any
kind imposed by any federal, state, or local governmental entity for Services, Services Information, or both,
provided under this Agreement. However, Subscriber shall not be responsible for taxes imposed upon
TransUnion by any federal, state or local authority against the net income of TransUnion.
51.1 In addition, in the event that TransUnion's cost of rendering Services increases as a result of federal, state
or local laws, ordinances or other regulatory, administrative or governmental acts, then TransUnion may
implement a surcharge subject to the following: (a) any surcharge will be applicable generally to
TransUnion's customers; (b) TransUnion will provide sixty (60) days prior written notice to Subscriber prior
to implementing any new surcharge; and (c) any surcharge will be applied only to products and services
pertaining to consumers in the geographic area affected by the law, ordinance or other regulatory,
administrative or governmental ordinance or other regulatory, administrative or governmental act. A
legislative surcharge is imposed on certain types of reports pertaining to consumers residing in the United
States, and an additional surcharge is imposed on certain reports pertaining to only Colorado residents.
5.7.2 TransUnion shall provide invoices to Subscriber and Subscriber shall pay such invoices within thirty (30)
days of the invoice date. Without limiting any of TransUnion's remedies for non - payment or late payment
of invoices, invoices which are not paid within sixty (60) days of the invoice date shall be subject to a late
charge of one and one -hall percent (1.5 %) per month (18% per year) or the maximum allowed by law,
whichever is less. If collection efforts are required, Subscriber shall pay all costs of collection, including
reasonable aftomeys' fees.
5.8 Temr Termination and Survival The term of this Agreement shall commence upon the Effective Date and
shall remain in effect until terminated by any party hereto for any reason whatsoever by providing thirty (30)
days prior written notification to the other party. Moreover, without limiting any other remedies to which either
party may be entitled if a party, in good faith, determines that the other party has materially breached any of its
obligations under this Agreement, such party shall provide written notice to the other party of such
determination. The breaching party shall have thirty (30) days to cure any alleged breach, provided that such
breach is curable. If the breaching parry fails to cure within thirty (30) days of receiving such written notice or if
such breach is not curable, the non - breaching party shall have the right to immediately suspend its
performance, in whole or in part, under this Agreement, immediately terminate this Agreement, or both.
5.8.1 The foregoing notwithstanding, TransUnion reserves the right, at TransUnion's sole option, to immediately
suspend its performance, in whole or in part, under this Agreement, or immediately terminate this
Agreement, if TransUnion, in good faith, determines that (a) the requirements of any law, regulations and /or
judicial action have not been met; (b) as a result of any new, or changes in existing, laws, regulations,
and /or judicial actions, that the requirements of any law, regulation and /or judicial action will not be met;
and /or (c) the use of the Services is the subject of litigation or threatened litigation by any governmental
agency.
5.8.2 With the exception of TransUnion's obligation to provide Services under this Agreement, all provisions of
this Agreement shall survive any such termination of this Agreement including, but not limited to, all
restrictions on Subscribers use of Services Information. Moreover, any such termination shall not relieve
Subscriber of any fees or other payments due to TransUnion through the date of any such termination nor
January 4, 2006 Page 7 of 11
affect any rights, duties or obligations of either party that accrue prior to the effective date of any such
termiriation.
5.9 Limited Warranty TransUnion represents and warrants that the Services will be provided in a professional and
workmanlike manner consistent with industry standards. In the event of any breach of this warranty,
TransUnion shall exercise commercially reasonable efforts to re- perform the applicable Services which are not
in compliance with the above warranty, provided that: (a) TransUnion receives written notice of such breach
within ten (10) days after performance of the applicable Services; and (b) the Services are able to be re-
performed. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT TRANSUNION'S SOLE AND
EXCLUSIVE OBLIGATION, AND SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDY, IN THE EVENT OF
ANY BREACH OF THE FOREGOING WARRANTY IS AS SET FORTH IN THIS PARAGRAPH.
TRANSUNION DOES NOT WARRANT THE SERVICES TO BE UNINTERRUPTED OR ERROR -FREE OR
THAT THE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS. THE WARRANTY SET FORTH IN
THIS SECTION 5.9 IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT MIGHT BE IMPLIED FROM A
COURSE OF PERFORMANCE OR DEALING OR TRADE USAGE OR WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.10 Indemnification for Intellectual Prooertv Infrincem nt TransUnion will defend and indemnify Subscriber
against a claim that any Services infringes a United States patent, copyright, trademark or trade secret or other
United States intellectual property rights of a third party; provided that (a) Subscriber gives TransUnion prompt
written notice of any such claim of which it has knowledge; (b) TransUnion is given full control over the defense
of such claim and all related settlement negotiations; and (c) Subscriber provides TransUnion with the
assistance, information and authority necessary to perform TransUnion's obligations under this paragraph.
Reasonable out -of- pocket expenses incurred by Subscriber in providing such assistance will be reimbursed by
TransUnion.
If any such claim of infringement has occurred or in TransUnion's opinion is likely to occur, then TransUnion
may, at their option and expense, (a) use commercially reasonable efforts to procure for Subscriber the right to
use the infringing Services; (b) replace or modify the infringing portion of the Services so that it is no longer
subject to any infringement claim or (c) if the foregoing, in TransUnion's reasonable determination, is not
practicable, TransUnion shall so notify Subscriber of such determination and Subscriber shall have the right to
immediately terminate this Agreement. TransUnion shall have no obligation under this Section to indemnify or
defend Company against a lawsuit or claim of infringement to the extent any such claim or lawsuit results from
(a) other material which is combined with or incorporated into the Services; (b) any substantial changes or
afterations to the information provided as part of the Services by Subscriber; or (c) any misuse or unauthorized
use of the Services which, but for Subscriber's misuse or unauthorized use of the Services, such claim would
not have occurred. THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY OF TRANSUNION
AND THE SOLE AND EXCLUSIVE REMEDY OF SUBSCRIBER WITH RESPECT TO ANY PROCEEDINGS,
CLAIMS, DEMANDS, LOSS, DAMAGE OR EXPENSES INCURRED BY SUBSCRIBER RELATING TO THE
INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS RESULTING FROM THE
SERVICES AND THIS AGREEMENT.
5.11 Limitation of Liability TRANSUNION'S SOLE LIABILITY, AND SUBSCRIBER'S SOLE REMEDY, FOR
NEGLIGENT VIOLATIONS OF THIS AGREEMENT BY TRANSUNION SHALL BE THE CORRECTION OF
ANY DEFECTIVE SERVICE OR THE REFUND OF FEES PAID FOR SAME. SUBSCRIBER'S SOLE
LIABILITY, AND TRANSUNION'S SOLE REMEDY, FOR NEGLIGENT VIOLATIONS OF THIS AGREEMENT
BY SUBSCRIBER SHALL BE CAPPED AT THE FEES BILLED UNDER THIS AGREEMENT FOR THE
SERVICES GIVING RISE TO THE CLAIM. FOR ALL CLAIMS BY EITHER PARTY AGAINST THE OTHER
ARISING OUT OF SUCH OTHER PARTY'S INTENTIONAL OR CRIMINAL MISCONDUCT OR WILLFUL
VIOLATION OF THIS AGREEMENT, THE CULPABLE PARTY'S TOTAL LIABILITY SHALL BE CAPPED AT
SIX (5) TIMES THE AVERAGE MONTHLY REVENUE BILLED UNDER THIS AGREEMENT PRIOR TO THE
CLAIMS) ARISING.
5.11.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY THE OTHER PARTY AND ARISING
OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF
GOOD WILL AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS
BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR
OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE
OF ANY LIMITED REMEDY.
5.11.2 ADDITIONALLY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY AND ALL CLAIMS
January 4, 2009
Page 8 of 11
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT MORE THAN TWO (2)
YEARS AFTER THE CAUSE OF ACTION HAS ACCRUED.
5.12 A8si90ment and Subcontracting Neither party may assign or otherwise transfer this Agreement, in whole
or in part without the prior written consent of the other, and such consent shall not be unreasonably withheld.
Notwithstanding the foregoing, TransUnion may assign or transfer this Agreement to a wholly-owned subsidiary
or in the event of a purchase of substantially all of TrensUnion's assets or in the event of a corporate form
reorganization (e.g., LLC to C- Corporation), and Subscriber may assign or transfer its rights and /or obligations
under this Agreement to any Affiliate of Subscriber idenfified on Exhibit A hereto. Moreover, TransUnion shall
have the unrestricted right to subcontract the Services to be provided to Subscriber by TransUnion under this
Agreement; provided however, that such subcontracting shall not relieve TransUnion of its obligations under
this Agreement. The limited warranty and limitation of liability provisions set forth in this Agreement shall also
.apply for the benefit of TransUnion's licensors, subcontractors and agents.
5.13 No Waiver. No failure or successive failures on the part of either party, its respective successors or
permitted assigns, to enforce any covenant or agreement, and no waiver or successive waivers on its or their
part of any condition of this Agreement shall operate as a discharge of such covenant, agreement, or condition,
or render the same invalid, or impair the right of either party, its respective successors and permitted assigns,
to enforce the same in the event of any subsequent breach or breaches by the other party, its successors or
permitted assigns.
5.14 Independent Contractors This Agreement is not intended to create or evidence any employer - employee
arrangement, agency, partnership, joint venture, or similar relationship of any kind whatsoever, between
TransUnion and Subscriber. Moreover, no party shall, by virtue of this Agreement, have any right or power to
create any obligation, express or implied, on behalf of any other party.
5.15 Construction and SeveraWfilt All references in this Agreement to the singular shall include the plural
where applicable. Titles and headings to sections or paragraphs in this Agreement are inserted for
convenience of reference only and are not intended to affect the interpretation or construction of this
Agreement. If any tern or provision of this Agreement is held by a court of competent jurisdiction be invalid,
void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way
be affected, impaired or invalidated.
5.16 Force Maieure Neither party shall be liable to the other for failure to perform or delay in performance under
this Agreement if, and to the extent, such failure or delay is caused by conditions beyond its reasonable control
and which, by the exercise of reasonable diligence, the delayed party is unable to prevent or provide against.
Such conditions include, but are not limited to, acts of God; strikes, boycotts or other concerted acts of workers;
failure of utilities; laws, regulations or other orders of public authorities; military action, state of war, acts of
terrorism, or other national emergency; fire or flood. The party affected by any such force majeure event or
occurrence shall give the other party written notice of said event or occurrence within five (5) business days of
such event or occurrence.
5.17 Audit Rights During the term of this Agreement and for a period of three (3) years thereafter, TransUnion
may audit Subscriber's policies, procedures and records which pertain to this Agreement, to ensure compliance
with this Agreement, upon reasonable notice and during normal business hours.
5.18 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida Wkneia regardless of the laws that might otherwise govern under applicable Florida Igiesie
principles of conflicts of law.
5.19 Trademarks Both Subscriber and TransUnion shall submit to the other party for written approval, prior to
use, distribution, or disclosure, any material including, but not limited to, all advertising, promotion, or publicity
in which any trade name, trademark, service mark, and /or logo (hereinafter collectively referred to as the
"Marks ") of the other party are used (the "Materials "). Such party, from whom approval is being requested, will
not unreasonably withhold its approval. Both parties shall have the right to require, at each partys respective
discretion and as communicated in writing, the correction or deletion of any misleading, false, or objectionable
material from any Materials. Moreover, when using the other parry's Marks pursuant to this Agreement, a party
shall take all reasonable measures required to protect the other party's rights in such Marks, including, but not
limited to, the inclusion of a prominent legend identifying such Marks as the property of the other party. In using
each other's Marks pursuant to this Agreement, each party acknowledges and agrees that (i) the other party's
Marks are and shall remain the sole properties of the other party, (ii) nothing in this Agreement shall confer in a
party any right of ownership in the other partys Marks, and (iii) neither party shall contest the validity of the
other party's Marks. Notwithstanding anything in this Agreement to the contrary, without the prior written
approval of Subscriber, TransUnion shall have the right to disclose to third parties Subscriber's marks in
January 4, 2gga
Page 9 of 11
consumer, credit reports containing Subscriber's account information.
510 FTC Notices. By signing this Agreement, Subscriber acknowledges receipt of a copy of the Federal Trade
Commission's "Notice to Users of Consumer Reports: Obligations of Users Under the FCRA" and a copy of the
Federal Trade Commission's "Notices to Furnishers of Information: Obligations of Fumishers Under the FCRA ".
5.21 Entire Aareement THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ALL EXHIBITS AND
ATTACHMENTS HERETO, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN TRANSUNION AND
SUBSCRIBER AND SUPERSEDES ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, WHETHER
ORAL OR WRITTEN, EXPRESS OR IMPLIED, SOLELY WITH RESPECT TO THE SUBJECT MATTER OF
THIS AGREEMENT. THIS AGREEMENT MAY NOT BE ALTERED, AMENDED, OR MODIFIED EXCEPT BY
WRITTEN INSTRUMENT SIGNED BY THE DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES.
THIS AGREEMENT SHALL NOT BE BINDING ON EITHER PARTY UNTIL SIGNED BY TRANSUNION.
5.22 Notwithstanding any provision Of this Agreement to the contrary the Subscriber indemnification obligation
Will —be in effect only to ft extent and umas specrficelly set forty in Florida law.
IN WITNESS WHEREOF, the parties, imending to be legally bound, have caused this Agreement to be executed
by their duly authorized representatives. The parties hereto agree that a facsimile transmission of this fully executed
Agreement shall constitute an original and legally binding document.
TRANS UNION LLC C i t
By:
By:
Name
Date Signed
Subscriber Code Number Assigned
of Sanford
ty Manager
January 4, 2008
Page 10 of 11
Effective
Subscriber Name: City of Sanfor
Subscriber Code:
EXHIBIT A
AFFILIATES
Affiliates means, with respect to Subscriber, any entity at any time controlling, controlled by or under common
control with such Subscriber, where such control means: (a) for corporate entities, direct ownership of 51 % or more
of the stock or shares entitled to vote for the election of the board of directors or other governing body of the entity;
and (b) for non - corporate entities, direct ownership of 51% or more of the equity interest. Subscriber has such
Affiliates, as listed on this Exhibit A, which Affiliates are authorized by Subscriber to access TransUnion consumer
credit reports and/or ancillary services under Subscriber's code(s), pursuant to the terms and conditions of the
Master Agreement. Subscriber shall notify TransUnion in writing of any additions to or deletions from this Exhibit A.
Subscriber represents and warrants that it has the authority to enter into this Agreement on behalf of its Affiliates.
Moreover, Subscriber represents and warrants that it shall insure that it has appropriate legal authority from each
such Affiliate that binds each such Affiliate to the provisions of this Agreement, including, without limitation, all
attachments hereto, as if each such Affiliate were a signatory to this Agreement. Subscriber certifies that all
Affiliates participating under the Master Agreement shall be instructed as to their obligations under the Master
Agreement, including but not limited to the certification of permissible purpose contained therein, if applicable.
Therefore, Subscriber and each Affiliate shall be jointly and severally liable under the terms of this Agreement.
In the event Subscriber, or subsequently any Affiliate, assigns this Agreement to an Affiliate, then upon any and
each such assignment, such assignee Affiliate hereby represents and warrants that it has the authority to assume
all rights and obligations under this Agreement on behalf of itself and all other Affiliates listed below and that such
assignee Affiliate further represents and warrants that it shall insure that it has appropriate legal authority from each
of its Affiliates listed below that binds each such Affiliate to the provisions of this Agreement, including, without
limitation, all attachments hereto, as if each such Affiliate were a signatory to this Agreement. Subscriber (or any
such Affiliate, as applicable) shall promptly notify TransUnion in writing of any and each such assignment.
Affiliate Name Physical Address City. State and Lo Code
m:Vegammntracmmestsr aareeffwKs%tarsien,)Ma ter star lard 14 -06AW Page 11 of 11
PRICING ADDENDUM
This Pricing Addendum ( "Addendum "), effective the8 of�
between Trans Union LLC, ( "TransUnion ") and THE CITY OF SANFORD y and
("SUBSCRIBER'), is intended to establish the pricing for consumer reports and related
products and services provided to SUBSCRIBER under the Master Agreement for
Consumer Reporting and Ancillary Services and other product agreements in effect
between the parties ( "Agreements ").
Subject to the terms and conditions of the Agreements, the following is the current
rate schedule for credit reports:
Price per Inquiry/With FICO Score
$1.25 — Individual
$2.00- Joint
2. This pricing will begin od J � and shall expire on
If ne�
ow
20 ___, unless otherwise modified in accordance with the Agreements.
has not been agreed to in writing prior to the expiration of the pricing in this
Addendum, or if this pricing has not been extended by writt en agreement, then upon
expiration of the pricing set forth in this Addendum, the pri cing shall [remain in
pricing].
effect on a month to month basis or revert to Trans Union's standard published
3. The pricing contained herein shall inure to the benefit of SUBSCRIBER and those
subsidiaries and affiliates of SUBSCRIBER if any identified on Exhibit A hereto. In
the event that SUBSCRIBER is acquired by or merged with another entity, or
SUBSCRIBER acquires another entity, and such acquisition or merger materially
affects SUBSCRIBER'S anticipated volumes, TransUnion reserves the right to
request the re- negotiation of this Pricing Addendum upon 30 days prior written
notice, and if new pricing cannot be agreed to, TransUnion may terminate any
Agreements in effect between the parties including this Pricing Addendum, upon 30
days prior written notice.
4. In addition, in the event that TransUnion's cost of rendering service increases as a
result of federal, state or local laws, ordinances or other regulatory, administrative or
governmental acts, then Trans Union may implement a surcharge subject to the
following: (i) any surcharge will be applicable generally to Trans Union's
customers; (ii) TransUnion will provide sixty (60) days prior written notice to
SUBSCRIBER prior to implementing such surcharge; and (iii) any surcharge will be
applied only to products and services pertaining to consumers in the geographic area
affected by the change of law, ordinance or other regulatory, administrative or
M:\Legal \contract\master agreements \pricing addendum 8 -24
governmental ordinance or other regulatory, administrative or governmental
legislative surcharge is imposed on certain act. A
types of reports pertaining to consumers
residing in the United States, and an additional surcharge is imposed on certain
reports pertaining to only Colorado residents.
5. This Pricing Addendum contains confidential information, for the use of the
SUBSCRIBER only, and may not be shared with any competitor of the
SUBSCRIBER or of TransUnion. SUBSCRIBER may share this Pricing Addendum
and/or the terms herein only with an agent that SUBSCRIBER has bound to the same
confidentiality obligations set forth in this section 5.
All other terms and conditions of the Agreements shall remain in full force and effect,
except that the Agreements may not be terminated by Subscriber during the term of this
Pricing Addendum except for cause. However, notwithstanding anything in this
Addendum to the contrary, TransUnion may terminate the Master Agreement for
Consumer Reporting and Ancillary Services and other product agreements in accordance
cill
with their respective terms and conditions.
Agreed to on the date first written above.
Trans Union LLC
B y : -aW _
Print Name:��
Title: 1t S
City of Sanford
PrintName:Robert (Sherman) Yehl
Tide: City Manager
M:\Legal \contract\master agreements \pricing addendum 8.24
Exhibit A
List of Subscriber Affiliates and Subsidiaries and Access Codes
MALegahcontract\master agreements \pricing addendum 8 -24
TransUnion
Membership Application
company Name: City of Sanford FL
Nature of Business: Local Goverment
Contact Name: Robert Yehl
Company Main Phone #: (407)330-5600
Federal Tax ID#: 5 9— 6 0 0 0 4 2 5
Web Site Address: WWW,Ci Sanford fl us
Physical Address:
300 Park Ave Sanford FL
Doing Business As: y__ of Sanford, FL
Date Established:
month/yea
Title: City Manager
Company Fax #: (
Do you have an answering service: Yes ❑ No 11
E -mail Address:
USA 32772
Contact Name: Bill Marcous Title: Manager t(4C
Contact Phone #: (407)330 -5649 Contact Fax #: (4071 330 -5646
Billing Phone* (407)330 -5649 E-mail Address: marcousw @ ci.sanford . f1
Billing Address (if different from Physical Address)
Contact Name: Nancy Sermon
Contact Phone #: ( 4 0 7) 3 3 0 - 5 6 3 5
Customer Service Phone #: ( 4 0 7) 3 3 0 - 5 6 3 0
Customer Service Address (if different from Physical Address):
Same as above
rdle: Customer Service Supervisor
Contact Fax #: 4071 328 -7367
E-mail Addmwj III vnn @ci sanford fl u
Intended Use of Trans Union's Product(s): E S t a h 1 i S hm n t of i l i t y i p p • r s
Is your company exempt from sales taxes on Trans Union products? Yes ® No ❑
If Yes, please provide the appropriate resale or exemption certificate(s).
Are you a federal government agency?
Yes [:1
No E]
If Yes, are you purchasing Trans Union products under the Government Services Administration (GSA) contract?
Yes ❑
No ❑
If Yes, please list GSA Purchase Order #
Are you engaged in the underwriting of insurance?
Do you process insurance claims?
Yes ❑
No 87
Yes ❑
No n
Are you, your firm or other officers providing service as an attorney or detectWinvestigative agency?
Yes ❑
No E)
If Yes, indicate which:
Do you intend to resell or release information from the consumer credit report to a third party?
Yes ❑
No KJ
Do you provide credit repair or credit consulting services for a fee?
Yes ❑
No E]
1000.5# - 6/13102
TransUnion
Membership Application
Company Name: citv of Sanford
a cmljjlvw wr uaw ruuna.m. a.
Have you provided data to Trans Union before? N/A
Yes ❑ No JE]
If Yes, what was the last date that you had provided data to Trans Union?
If Yes, under what name have you provided data to Tuns Union?
What is the current number of records of data in your database?
What is the nature of the records you will be providing (collections, accounts receivable, etc.)?
How many records of data will you be furnishing Trans Union?
How often will you be reporting data to Trans Union (monthly, yearly, etc.)?
Will you be utilizing service bureau(s) — i.e. third -party processor(s) to furnish data to Trans Union?
If Yes, lease complete the followi
Yes ❑ No ❑
List name, address and phone number of the third-party
processor(s):
List name, address and phone number of the third -party
processors) contact(s):
The number of years
you've been utilizing the
third rocesso s :
Does your third -party processors) currently submit data to Trans Union?
Yes ❑ No ❑
Do you currently provide data to ❑ Equifax, ❑ Experian? (Please check appropriate box(es))
Do you use the automated E-0SCAR system for consumer relations?
Yes ❑ No ❑
I certify that the information provided on this application is true and that I understand that falsification of Mis document is grounds for dental or
fenninatnon of membership ardor legal prosecution, and that I understand Mat by signature below, Trans Union LLC may pull a personal credit report on
owner(s) of this company in connection with approval of this application.
Owner Name: N/A Tale:
(Printed full name, not initials)
Residence:
Street City State Zip
Social Security B:
Owner Name: Title:
(Printed full name, not initials)
Residence:
Street City State TP
Social Security t:
for
otficerName: t n
R
Officer Name: - Paul f r IOO
Officer Name:
Title: City Manager
Tide: - 1 1 re ttc'w .
Title:
I certify that 1 am authorized to sign this application and that the information provided on this application is true. I understand that by signature 1
answered the foregoing questions accurately to the best of my ability, and that I understand that falsification of Mis document is grounds for denial or
femdnation of me np a��nd""(( /o��r��le��g��a.,l prosecution.
Signature Name: �e�jQ Title: i t y Manager
Print Name:
Robert (S ) [ man) Yehl Date: 3/13/06
1000.5f- 6/13102
WS RM Y
City of Sanford, Florida Item No. �.g.
CITY COMMISSION MEMORANDUM 06-183
MARCH 13, 2006 AGENDA
TO: Honorable Mayor and Members of the City Commission
PREPARED BY: Paul Moore, P.E., Utility Director
SUBMITTED BY: Robert (Sherman) Yehl, City Manag
SUBJECT: Utility Deposits Waiver for Residential ccounts
SYNOPSIS:
A proposal to waive some residential utility deposits has been prepared.
FIS CAL/STAFFING STATEMENT:
TransUnion, a credit verification service, can provide an on -line credit report and credit score for
$1.25 per individual. The maximum annual outlay is anticipated to be less than $5,000. The
procurement requirement will fall in the context of small purchase procedures.
BACKGROUND:
The City of Sanford Utility Department requires a $75.00 deposit on all residential utility
accounts. In an effort to improve customer services, staff proposes the implementation of an
internet -based credit verification process for residential accounts. For those residential
customers who are determined to have good credit history and are a safe credit "risk" through
TransUnion, the $75.00 utility deposit will be waived. The $25 application fee will still apply.
Over time, staff will also be reviewing the credit reports/scores of existing residential accounts
through TransUnion, and refund the deposit for those residents who are determined to have good
credit history.
LEGAL REVIEW:
The City Attorney has prepared an Ordinance providing for the City Manager to establish waiver
criteria. The City Attorney and Purchasing Agent have reviewed the TransUnion agreement.
RECOMMENDATION:
It is staffs recommendation that the City Commission provide for the waiver of Utility Deposits,
and directs the City Manager to establish waiver criteria and sign related agreements contingent
on the recommendation of the City Attorney.