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HomeMy WebLinkAboutIT05-288 - Original - LeadsOnline, LLC - Total Track Investigation System Annual Subscription - 11/01/2005 40!5wmv-. Records Maln-7 a 3g e mAe.n ,' - KENT WASH,„G.o, _ Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact City Clerks Office. Vendor Name: Corn Vendor Number: JD Edwards Number Contract Number: =T05'- 2-113 This is assigned by Deputy City Clerk Description: 1 ea-A 5 c n 1,n =nc . h-lno_Q .% Detail: Lain En oMQVIV-ni Arm-�omak�cl 1 4alraa_s� S�t�h Project Name Contract Effective Date: I l l l I O S Termination Date: 10 I ''!41 OLP Contract Renewal Notice (Days): o Number of days required notice for termination cPenewal or amendment Contract Manager: Department: =.77 Abstract: S Pubhc\RecordsManagement\Forms\ContractCover\ADCL7832 07/02 i i i i 16990 N DALLAS PARKWAY,SUITE 230 DALLAS,TEXAS 75248 T 972 3610900 F 972 3610901 F:mm�m�ra hutr>:nate�ei IkUalxssu*Sr nr}i AGENCY AGREEMENT This I e a d s online, Inc AGENCY AGREEMENT ("Agreement") dated November 1, 2005, is made between Kent, WA Police Department ("Principal") and I.e.a.d.s.online, Inc. ("Provider") Scope of Agreement Provider operates and maintains at its web site a confidential database accessible electronically exclusively by Law Enforcement Agencies for the sole purpose of identifying stolen merchandise and persons suspected of property crimes Principal desires to utilize the electronic database at Provider's web site Subject to the terms of this Agreement and in consideration of the mutual covenants stated below, the parties agree as follows 1. Definitions 1.1 "Authorized Officials" means duly authorized law enforcement personnel of Principal 1.2 "Data" includes the ticket number, item number, make, model, property description and serial number of merchandise sold to a Participant or used as loan collateral by a Participant, as well as the name and address of any customer(s) involved in the aforementioned transactions as required by law in Participant's jurisdiction 1.3 "Law Enforcement Agency" means any municipal, county, state or federal government staffed and operated agency whose primary purpose is criminal investigation and/or law enforcement, as contemplated by the Gramm-Leach-Bliley Act of 1999 (15 U S C § 6801, et seq , and 15 U S C § 6821, et seq ) (the "GLBA") "Law Enforcement Agencies" means two or more of such agencies. 1.4 "On Hold Status" means, with respect to property purchased by a Participant or used by a Participant as loan collateral, that such property may not be said, returned to the seller or borrower or otherwise disposed of by the Participant until released to the Participant 1.5 "Participant" means any person or entity that purchases preowned personal property and/or uses personal property as loan collateral and furnishes Data relative thereto to Provider for inclusion at Provider's web site. Page 1 of 8 ®2000.2005 1 e a d s online,Inc All rights reserved AA WA TT 090205 16990 N DALLAS PARKWAY,SUITE 230 DALLAS,TEXAS 75248 T 972 3610900 F 972 3610901 11. Appointment 2.1 Subject to the terms of this Agreement, Principal hereby appoints Provider as its agent, as such term is utilized in the GLBA, for the sole purpose of collecting, maintaining and disseminating Data from Participants This agency appointment Is effective as of the registration date of Principal's Initial user III. Agreements and Responsibilities of Principal 3.1 Principal agrees that Principal's use of the Data displayed at Provider's web site will be for the sole purpose of Identifying stolen merchandise and/or persons suspected of property crimes 3.2 Principal agrees not to divulge Data or Information obtained through Principal's access to Provider's web site to anyone other than Authorized Officials and persons entitled to receive the Data or information pursuant to statute, rule or regulation, including specifically the GLBA Principal agrees not to access Provider's web site for purposes of gathering Information for any third party, Including private parties and other law enforcement agencies 3.3 Principal agrees that passwords provided by Provider to Principal enabling Principal to utilize Provider's web site will be made known only to Authorized Officials of Principal and that only those Authorized Officials will be permitted to use the passwords or otherwise access the electronic database at Provider's web site Principal's failure to strictly adhere to the terms of this Paragraph will result In the Immediate termination of Principal's access to Provider's website 3.4 Principal agrees not to use the Data or information displayed at Provider's web site for any unlawful purpose, or In any manner, which may create liability for Provider or Participants Principal agrees Its use of the Data or Information contained at Provider's web site will not be other than as permitted by low or the rights duly granted to Principal In carrying out Principal's official duties 3.5 Principal may place property displayed at Provider's web site Into On Hold Status only upon the following conditions a. Principal must suspect said property of being involved in a crime involving property. b. Said property must be located In a Participant's store within Principal's legal jurisdiction When property Is located outside of Principal's jurisdiction, Principal must request an appropriate Law Enforcement Agency for that particular jurisdiction, who has also appointed Provider as Its agent, to place the property Into On Hold Status In Provider's database c. Principal must use the On Hold Status form found at Provider's web site to Immediately notify a Participant within Principal's jurisdiction when property In the possession of the Participant Is placed In On Hold Status Principal must entirely complete the On Hold Status form Including, but not limited to, providing a specific case number, the name of Principal and the Authorized Official completing the form Page 2 of 8 ©2000.2005 1 e a d s online,Inc All rights reserved AA WA TT 090205 16990 N DALLAS PARKWAY, SUITE 230 DALLAS,TEXAS 75248 T 972 361000 F 972 3610901 d Unless otherwise provided by State or Local Law, property may be placed into On Hold Status for a maximum of 60 days, or less if a final disposition of the case (favorable to the involved Participant) has been made, after which the property will be automatically released to the Participant Property may remain in On Hold Status for an additional 30 days if there has not been a final disposition of Principal's case within the initial 60-day period and if Principal notifies Participant of the extension within the initial 60-day period After the expiration of the 30-day extension period, the property will be automatically released to the Participant unless final disposition of the Principal's case within the 30-day extension period requires the Participant to turn over the property to Principal 3.6 Principal agrees to submit accurate information, including but not limited to valid Principal case numbers for specific items and/or suspects as well as the identity of the Authorized Official, in conducting any search or use of Provider's web site 3.7 Principal agrees it has no ownership rights to any password or user name that may be utilized by Principal pursuant to this Agreement For security purposes, Principal agrees to change its password(s) every 90 days 3.8 Principal is responsible for insuring that Principal's hardware can connect to Provider's file transfer protocol (FTP) and sequel (SQL) servers via the Internet Provider is not responsible for connectivity problems due to Principal's security measures ("firewalls") 3.9 Principal agrees to actively encourage entities within Principal's jurisdiction that purchase pre-owned personal property and/or uses personal property as loan collateral to become Participants Principal agrees to not discourage entities that purchase pre-owned personal property and/or use personal property as loan collateral from becoming Participants, and to not encourage any Participants to discontinue furnishing Data to Provider IV. Agreements and Responsibilities of Provider 4.1 Provider agrees to operate and maintain an electronic database at its web site for the purpose of receiving and disseminating Data from Participants for the sole use of Law Enforcement Agencies 4.2 Provider agrees to provide database features in accordance with Attachment "A" attached to this Agreement 4.3 Provider agrees to implement commercially reasonable efforts to maintain Principal's access to Provider's web site through Provider's server However, from time to time, maintenance will be required to be performed, as well as developments and modifications to Provider's web site and on Provider's server Principal acknowledges that Provider has no responsibility for the service or operation of the Internet, and that Provider makes no representations in this regard Internet service is subject to limitations caused by local landlmes, atmospheric or technical conditions and may be temporarily unavailable, limited, interrupted or curtailed 4.4 Provider agrees to facilitate Principal's access to the Data by passwords and user names selected by Principal (within reasonable parameters established by Provider), allowing Principal to search and retrieve Data for the sole purpose of identifying stolen merchandise and persons suspected of crimes involving property Page 3 of 8 ®2000.2005 1 e a d s online, Inc All rights reserved AA WA TT 090205 16990 N DALLAS PARKWAY,SUITE 230 DALLAS,TEXAS 75240 T 972 3610900 F 972 3610901 4.5 Provider agrees to provide Principal's designated Department Head with a monthly report detailing the usage of Provider's web site by Principal's Authorized Officials, which includes the number of searches by each Authorized Official, property searched, names of suspects searched, along with Principal's case numbers associated with those searches V. Conditions for Principal's Access and Use of Provider's Web Site 5.1 By entering into this Agreement, Principal represents it is a Law Enforcement Agency as that term is defined in Section I Principal's appointment of Provider as agent is made in order to obtain information of a financial institution in connection with the performance of the official duties of Principal, as is contemplated by the GLBA 5.2 Principal may search Provider's electronic database using a variety of searches, including by type, make, model and serial number of the merchandise, as well as a date search Principal may also conduct a search by suspect name or suspect identification In order to establish reasonable suspicion / probable cause, all of the aforementioned searches must be accompanied by a valid number, which specifically associates a particular suspect or an item of property with a particular case 5.3 Provider may modify or upgrade any aspect(s) of Provider's web site at any time without notice to Principal 5.4 All Data is provided solely by Participants using Participant's proprietary operational software Therefore, Provider cannot and does not represent or endorse the accuracy or reliability of the Data displayed through Provider's web site, nor the functionality of Participant's operational software Principal acknowledges that any reliance by Principal or any Low Enforcement Agency upon any Data or other information displayed or distributed through Provider's web site shall be at Principal's sole risk Upon notice by Participants or Law Enforcement Agencies, Provider reserves the right, in its sole discretion, to correct any errors or omissions in the Data contained in any portion of Provider's web site. 5.5 All Data is provided solely by Participants in good faith to support all lawful investigative efforts by Principal and other participating agencies Participant is not required to incur any costs, other than Internet service costs, in preparing, converting, or delivering its reportable data to I e a d s online or for Principal's access to the I e a d s online database, 5.6 Provider reserves the right at all times to disclose any information as necessary to satisfy any law, regulation, or government request, or to edit, refuse to post or to remove any Data or information, in whole or in part, that in Provider's sole discretion is deemed to be in violation of local, state and/or federal law Page 4 of 8 ®2000.2005 1 e a d s online,Inc All rights reserved AA WA TT 090205 Illecownfine.COM111 16990 N DALLAS PARKWAY,SUITE 230 DALLAS,TEXAS 75248 T 972 3610900 P 972 3610901 V11. Term 6.1 The Initial term of the contract will be twelve (12) months 6.2 This Agreement will become effective as of the date first set forth above and remain in effect for one year or until cancellation or termination by Provider or Principal as described below 6.3 This Agreement will be automatically renewed for successive additional one-year terms unless Principal provides Provider written notice of cancellation at least (30) days prior to the expiration of the initial term or any renewal term thereafter In the event of renewal, Principal agrees to pay Provider an annual maintenance and support fee for the renewal period within 30 days of invoice 6.4 Provider may terminate this Agreement for convenience by providing (30) days written notice. In the event of termination, Provider must remit to Principal on a pro-rated basis that portion of the annual maintenance and support fee paid by Principal from the date Provider terminates this Agreement for convenience until the end of the applicable one-year term Principal may terminate this Agreement for convenience by providing (30) days written notice, provided such termination shall not relieve Principal of its payment obligations to Provider hereunder or entitle Principal to any refund of a prepaid annual maintenance and support fee 6.5 Provider may immediately and without notice, terminate this Agreement for cause, at Provider's sole option, if Principal (a) fails to pay any annual maintenance and support fee owed to Provider under this Agreement, (b) fails to perform in accordance with its responsibilities contained in Section III of this Agreement, (c) fails to perform any other obligation required of Principal under this Agreement, or (d) violates any laws, rules or regulations If termination occurs, Provider shall be entitled to receive from Principal all amounts and charges owed under this Agreement, in addition to all other legal and equitable remedies then and there available under Texas law 6.6 Provider's client support and training is available to Principal at no additional cost when performed by telephone or email Principal may request Provider to travel to Principal's location for specialized training and support These special services will be provided at the following rates, plus agreed upon travel, lodging, and miscellaneous expenses On site training and user support $1,500 plus materials ($20 per participant), custom software development $95/hour, custom data management $95/hour, custom retroactive searches $95/hour, legacy law enforcement system database conversion priced on an individual case basis 6.7 Principal may immediately and without notice, terminate this Agreement, at Principal's sole option, if Provider (a) fails to perform in accordance with its responsibilities to Principal contained in Section IV of this Agreement, (b) fails to perform any other obligation required of Provider under this Agreement; or (c) violates any laws, rules or regulations If termination occurs, as Principal's sole and exclusive remedy, Provider shall remit to Principal on a pro-rated basis that portion of the annual subscription fee paid by Principal from the date Provider commits any breach described above until the end of the applicable one year term Page 5 of 8 ©2000.2005 1 e a d s online, Inc All rights reserved AA WA Tr 090205 f • f f 16990 N DAL AS PARKWAY, SUITE 230 DALLAS,TEXAS 75248 T 972 361 0900 r 972 3610901 VII. Disclaimer of Warranties and Limitation of Liability 7.1 PROVIDER SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO PROVIDER'S WEB SITE AND PROVIDER'S SERVICES TO BE ACCESSED, USED OR DELIVERED PURSUANT TO THIS AGREEMENT. PROVIDER'S WEB SITE, INCLUDING ALL DATA, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH PROVIDER'S WEB SITE IS PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PROVIDER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN PROVIDER'S WEB SITE OR ANY DATA, MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PROVIDER'S WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PROVIDER SHALL NOT BE LIABLE IN ANY MANNER OR IN ANY RESPECT FOR THE USE OF PROVIDER'S WEB SITE BY PRINCIPAL, INCLUDING, WITHOUT LIMITATION, FOR THE ABSENCE OR PRESENCE OF DATA OR CONTENT OR ANY ERRORS CONTAINED THEREIN. Vill. Indemnification 8.1 Provider shall not be liable for any claims, damages and attorney fees arising from the negligent or illegal acts of Principal's employees arising out of or related to Principal's use of Provider's web site Principal shall not be liable for any claims, damages and attorney fees arising from the negligent or illegal acts of Provider's employees arising out of or related to operation or use of Provider's website If both Provider and Principal are liable for any claims, damages or attorney fees arising from the negligent or illegal acts of the employees of Provider and Principal under this Agreement, Provider and Principal shall be liable for the portion of the claims, damages and attorney fees that arise from the negligent or illegal acts of that party as determined by the court adjudicating the matter or as agreed in any settlement Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto, any benefits, rights, or remedies under or by reason of this Agreement IX. Copyright 9.1 Provider's web site is protected by copyright as a collective work and/or compilation, pursuant to U S. copyright laws The contents of Provider's web site are only for the purpose described herein All materials contained on Provider's web site are protected by copyright, and are owned or controlled by Provider or the party credited as the provider of the content Principal will abide by any additional copyright notices, information, or restrictions contained in any content on Provider's web site Page 6 of 8 m 2000.2005 l e a d s online, Inc All rights reserved AA WA TT 090205 Oct 13 2005 10: 00AM LEADSOr1LIME 9723610901 P• 2 OCT-13-2005 OB:56 253 856 4700 257 956 4700 P.69 ISP90 N OALLAS►UIIrWAY, mUTf"0 DA►W, rVAS fllee T t72.241.01100 a V72,3e1 01101 X. 10.1 Provider may assign at delegab all or part of Provider's nghb or duties under this Agreement without notice b Principal. Principal may not make any assignment of this Agreement without Provider's prior written consent, which will not 6e unreasonably withheld. 10.2 IF any provision of this Agreement Is held to be unenforceable, in whore or in porl, much holding will not a$ecr the validity of the other provisions of this Agreemenl, unless Provider deems Ike unenForcea6le provision to b• essential to Qs Agreement, in which case Provider may terminate this Agreement, effechvs immediately upon notice to Prnncrpol, 10.3 Nohher party will be liable for any foliure or delcy In performing an abllgollon under This Agrestrwni Ihot Is due 10 causes beyond Its reasonable control, such as notu•al cotaslrophes, gcvarnmentol acts or pmletions, lows or regulations, labor alrlkes or difficulliss, trantportatlon sioppoges or slowdowns 10.4 Ifhim Agreement shod be governed by and construed in accordance with the laws of the Stole of Texas, ithout regard to conPicls of lows provisions. Sole and exclusive jurisdictlon for any action or rocesdln8 arising out of or related to this Agreement shall be In an appropriate slate or federal court ocated in the Slate of Texas. 10.5 hls Agreement consf3lvtes fine entire ogreemstnl between the parties, and shall supersede all prior greements and understondinas, if ony, between the parties respecting the subject matter hereof P[QYtS Plinciaal l.e.a,d.s.enli C. Kent, WA Polito DepaHment by: Byr Print Narnw. David K. Finley Print Name; `` e, Titles President 6 CEO This. f'?Q IT Dow �, Dater Addres�r 16990 N. Dallas Pkwy„ Sulte 230 Addresst 220 41lt Ave. S. Dallas,Texas 73248 Kent, WA 99032 Federal ax I.C. 4 73-2903686 hderal Talc I.D. 0 01 60017 5 y Pape T of 9 b 20CM0031 a and comilms, rw As righ4 reretved, AA WA TT,090205 16990 N DALLAS PARKWAY,SUITE 230 DALLAS,TEXAS 75248 T 972 3610900 F 972 3610901 AGENCY AGREEMENT - Attachment 'A' TotalTrack Service Package Includes: ➢ National Search Capability Transaction records from all U S data providers are available for investigative search ➢ 3 Years of Searchable Data 36 months of transaction records are available for investigative search. ➢ NCIC Extract and WACIC Interface NCIC Extract feature rapidly produces an electronic report of merchandise transactions from pawn and secondhand stores within Principal's jurisdiction to be sent at Principal's discretion to the National Crime Information Center (NCIC) for comparison to its database WACIC Interface feature rapidly produces an electronic report of merchandise transactions from pawn and secondhand stores within Principal's jurisdiction for electronic submission (in convenient batch form) to the Washington Crime Information Center (WACIC) for comparison to its database. Submission of files to WACIC 1s conducted via WACIC's web interface, WEBMSS. ➢ 120 Saved Searches Saved Searches feature automatically runs searches on a daily basis until item or suspect 1s located in a transaction, saving investigator time by eliminating duplication of effort. ➢ 10 ID's for Authorized Officials Maximum number of Authorized Officers to who access 1s granted and for whom individual accounts are established ➢ Hit Alerts to Email/Cell Hit Alerts provide notification to Authorized Officials via email and/or via an email-enabled cell phone when a new match ('hit') for a saved search is detected in the system ➢ Ticket Assistant Ticket Assistant provides for rapid manual entry of paper tickets from non-computerized pawn and secondhand stores into the I e a d s online database Page 8 of 8 ®2000.2005 1 e a d s online, Inc All rights reserved AA WA TT 090205