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HomeMy WebLinkAbout406102 LEADS ONLINE - CONTRACT - CONTRACT - 28559Dec 12 2006 11:14AM LERDSOMLIME/LERDSOMLRBS 9723610901 p.2 16990 N. DALLAS PARKWAY, SUITE 230 DALLAS, TEAS 75246 T 972.341.0900 F 972.361.0901 t mcni 14ataixiatad Dptaboi» $acmch . AGENCY AGREEMENT This LeaclsOnline, Inc. AGENCY AGREEMENT ("Agreement'), dated, January 1. 2007, Is made between City of Fort Collins, for the use of Fort Collins Police Services (•Principal") and LeadsOnline, Inc. ("Provker'). 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: 1.1 'Aulhorized Oficids' 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 Grcmm-Leach-Bliley Act of 1999 (15 U.S.C. § 6801, et $eq., and 15 U.S.C. § 6821, et seq.) (the "GLBA"). "Law Enforcement Agencies" means two or more of such agencies. 1.4 'ParHcipanr means any person or entity that purchases pre -owned personal property and/or uses personal property as loan collateral and furnishes Data relative thereto to Provider for Inclusion at Provider's web site. 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. Page 1 of d Mi 2000-2006 LcodsOnloe, Inc. Ali rights reserved.. AA.U5.0906t)<, ORIGINAL Dec 12 2006 11:14AM LEADSOMLIME/LEADSOMLABS 9723610901 p.3 16990 N. DALLAS PARKWAY, SUITE 230 DALLAS, TEXAS 732AS t 972.361.0900 F 972.361.0901 III. AomEMEN73AND lRE3PONS1911LlTIM 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 Officlals and persons with Principal's agency entttied 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 low enforcement agencies. 3.3 Principal agrees that passwords provided by Provider to Principal enabling Principal to utlllze Provider's web site will be mode 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 webslte. 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 law or the rights duly granted to Principal In carrying out Principal's official duties. 3.5 Principal agrees to act In accordance with laws and procedures within Participant's jurisdiction, and agrees to notify the designated Law Enforcement Agency for Principal's jurisdiction prior to requesting additional information about Data, to place an Item on hold status, or to confiscate an item found In a business outside of Principal's jurisdiction. 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 passwords) every 90 days, 3.8 Principal Is responsible for insuring that Principal's hardware can connect to Provider's Wel ite via the Internet. Inability to connect to the Internet for longer than 30 consecutive days is sufficient cause for Principal to terminate, and in such event, Provider shall remit the Prorated amount of the annual subscription fee already paid. 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 entitles 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. Paele 2 of 8 0 2000.2006 Lead&Online, Inc, All right-, reserved. MAJ5.09060E. Dec 12 2006 11:14AM LERDSONLINE/LERDSONLRHS 9723610901 p.4 16990 N. DALLAS PARKWAY, SUITE 230 DALLAS, TEXAS 73248 T 972.361.0900 F 972.361.0"1 Iv. AGREEMENTS AND RESPONSIMLMES 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 r"ponsibllity 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 Iandllnes, atmospheric or technical conditions and may be temporarily unavailable, Ilmited. Interrupted or curtailed. However, if access to Provider's server becomes unavailable for longer than 30 consecutive days, Provider agrees that Principal may In Its sole discretion, terminate this agreement, and In such event, Provider shall remit the prorated amount of the annual subscription fee already paid. 4.4 Provider agrees to facllltate 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. 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, dames of suspects searched, along with Principal's case numbers associated with those searches. - r • • •• / ,A 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 identlfk;atlon. In order to establish reasonable suspicion / probable cause, ail 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 or additional cost 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 functlonallty of Participant's operational software. Princlpal acknowledges that any reliance by Principal or rage 3 or 8 �) 2000-2006 LeodeOnhne, lim. All rights resesNed. AA.US.090606 Dec 12 2006 11:15RM LERDSOMLIME/LERDSOMLnBS 9723610901 P.5 of • • 16990 N. DALLAS PARKWAY, SUITE: 230 DALLAS, TEXAS 73248 T 972.361.0900 F 972.361.0901 any Law Enforcement Agency upon any Data or other Informatlon displayed or distributed through Provider's web site shall be at Principal's sole risk. Upon notice by Participants or Law Enforcement Agencies, Provider agrees to promptly correct any errors or omissions In the Data contained In any portion of Provider's web site. &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 LeadsOnline or for Principal's access to the LeadsOnllne database. &6 Provider reserves the right at all times to disclose any Information as necessary to satisfy any law, or regulation, 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. Principal also reserves the right of all times to disclose any Information provided from Principal's jurisdiction as necessary to satisfy any low, regulation, or court order.. VI. IIMI 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 Thls 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 subscription fee for the renewal period within 30 days of Invoice, subject to annual appropriation of sufficient funds by Principal's City Council and written acceptance by Principal, prior to renewal, of any subscription fees. 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 subscription 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 subscription fee. 6.5 Provider may immediately and without notice, terminate this Agreement for cause, at Provider's sole option, If Principal: (a) falls to pay any annual subscription fee owed to Provider under this Agreement; (b) fals to perform In accordance with Its responsibilities contained In Sectlon III of this Agreement; (c) falls 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 rotes, plus agreed upon travel, lodging, and miscellaneous expenses: On site training and user support $1,600 plus materials ($20 per participant), custom software Page 4 r- 8 (c200D.2006lendsonlinc, Inc, Ali rights reserved. AAMS.090606 Dec 12 2006 11:15SM LEADSOMLIME/LERDSOMLHHS 9723610901 P.6 • 16990 N. DALLAS PARKWAY, SUITE 230 DALLAS, TEXAS 73248 T 972.361.0900 F 972.361.0901 development S95/hour; custom data management $96/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) falls to perform in accordance with its responslbllities to Principal contained In Section IV of this Agreement; (b) falls to perform any other obligation required of Provider under this Agreement; or (c) violates any lows 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, in addition to all other legal and equitable remedies then and there available under Colorado law. VII. DacLAimER of WAR was AND LIMRATIoN OF lUABiu7Y 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 SFTE, 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 IDND. 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. L7/ll! 13.1 Intlemnlfication. The parties acknowledge that Principal is a govemmental entity that may not be permitted under current Colorado law to Indemnify another entity, and further acknowledge that each party's agreement to indemnify the other is limited by applicable Constitutions, statutes and case law, As such, to the extent permitted by low, and consistent with the requirements of the Colorado Governmental Immunity Act (C.R.S. Section 24-10- 101, et seq.), the parties hereby Indemnify and hold harmless the other from any loss, liability Or damage, Including attorneys' fees that each party may Incur arising out of any negligent acts or omissions of the other in performing Its duties under this Agreement. No term or Condition in this Agreement shall constitute a waiver of any provision of the Colorado Governmental Immunity Act. 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. Page 5 a. 8 C 20002006 Ixods0riline, Inc. All rights reserved. ALA.M.090606 Dec 12 2000 11:1GRM LERDSONLINE/LERDSONLRHS 8723GIO901 p.7 16990 N. DALLAS PARKWAY, SUITE 230 DALLAS, TEXAS 75248 r 972.361.0900 F 972.361.0901 M. 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. X. MISCELLANEOUS 10.1 Provider may assign or delegate all or part of Provider's rights or duties under this Agreement without notice to Principal. Principal may not make any assignment of this Agreement Without Provider's prior written consent, which will not be unreasonably withheld. 10.2 If any provision of this Agreement Is held to be unenforceable. In whole or In part such holding will not affect the validity of the other provisions of this Agreement unless Provider deems the unenforceable provision to be essential to this Agreement, in which case Provider may terminate this Agreement, effective Immediately upon notice to Principal. 10.3 Neither party will be liable for any failure or delay In performing on obligation under this Agreement that is due to causes beyond Its reasonable control, such as natural catastrophes, governmental acts or omissions, laws or regulations, labor strikes or difficulties, transportation stoppages or slow -downs. 10.4 This Agreement shall be governed by and construed In accordance with the laws of the State of Texas, without regard to conflicts of laws provisions. Sole and exclusive Jurisdiction for any action or proceeding arising out of or related to this Agreement shall be In an appropriate state or federal court located in either the State of Colorado or In the State of Texas. 10.6 This Agreement and obligations of Principal hereunder are expressly contingent upon Principal budgeting and appropriating the funds needed to fulfill Principal's obligations hereunder, which approprlatlons are entirety in the discretion of Principal's City Council. Page 6 cal 8 0 2000.2006 ;eadsOnline, Inc. All rights resemd. Aft. U S.09U6406 Dec 12 2006 11:17AM LERDSONLINE/LERDSONLRBS 9723610901 P,B 16990 N. DALLAS PARKWAY, SUITE 230 DAIIAS, TEXAS 73248 T 972.361,0900 IF 972.361.0901 10.5 This Agreement constitutes the entire agreement between the parties, and shall supersede Oil prior agreements and understandings, If any, between the parties respecting the subject matter hereof. Print Name: David K. Finley 1119: President & CEO Date: -! Address: 16990 N. Dallas Pkwy., Suits 230 Dallas, Texas 75246 Federal Tax I.D. # 75-2903686 PlaNCIPAL City of Fort Collins By: /Orin V.41 Print Name: Opal F. Dick, CPPO Senior Buyer Acting Director of Purchasing & Risk Mgmt. Address: 300 LaPorte Ave. Fort Collins, Co 80522 Federal Tax I.D. # Approved as to Norm: Page 7 of 8 01 2000-2006 I.eodsOnline, Inc. Ail rights teserved. AA.US.090606 Dec 12 2006 11:17AM LEADSOMLIME/LEADSOMLABS 9723610901 P.9 16990 N. DALLAS PARKWAY, SUITE 230 DALLAS, TEXAS 75248 T 972.361.0900 P 972.361.0"1 AGENCY AGREEMENT - Affachment'A' TOTALTmcK SERVICE PACKAGE INCLumo ➢ National Search Capability Transaction records from ail Participants located in the Continental United States are available for investigative search. ➢ 3 Years of Searchable Data 36 months of transaction records are available for investigative search. ➢ NCIC Extract NCIC Extract feature produces an electronic report of merchandise from transactions by Participants within Principal's jurisdiction to be sent via Principal's internal processes to the National Crime Information Center (NCIC) for comparison to its database. ➢ 150 Saved Searches Saved Searches feature automatically runs searches continuously at the discretion of Authorized Officials. ➢ Up to 10 ID's for Authorized Officials Maximum number of Authorized Officers for whom individual accounts are established and access is granted upon registration by Authorized Officials and verification by Provider. ➢ eBay First Responder System - 240 Search Units 1111111111w' eBay First Responder System provides investigative search access to more than 500 million eBay listings, Including seller and buyer contact information and history. ➢ 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 entry of Data from non -computerized pawn and secondhand stores into the LeadsOnline database. ➢ DCS - Deconfliction Communication System DCS facilitates inter -agency communication, enabling Authorized Officials to notify other agencies of suspect activity for sake of collaboration and avoidance of duplication of effort. Pogo 8 qr a Q2000.2006 LeadsOnline, Inc. All rights reserved. !1A..US.09060d 16990 N. DALLAS PARKWAY, SUITE 230 DALLAS, TEXAS 73248 T 972.361.0900 IF 972.361.090- ■ k rcement Automated Database Search INVOICE Fort Collins Police Deportment Invoice Number: 0212322-IN Attn: Det, David Grant Invoice Date: 11/15/06 300 LaPorte Avenue Customer #: FTCOP Fort Collins, CO 80522 Due on or Before: 1/1 /2007 Months Description Monthly Fee Annual Total LeadsOnline Investigative System for: Fort Collins CO Police Department 12 Tota(Track Service Package $ 699.00 $ 8,388.00 • National Search Capability • 3 Years of Searchable Data • N= Extract • ACE Direct Interface • Saved Searches • Ticket Assistant • Hit Alerts • DM - Inter -Agency Communication System Contract Dotes: 1/1/07- 12/31/07 To pay by credit card, please call 972-361-0900. We accept American Express, Visa, MasterCard and Discover Card. Net Invoice $ 8,388.00 Thank you for your subscription. Sales Tax $ Please remit payment to: LeadsOnline,16990 N. Dallas Pkwy., Suite 230, Dallas, TX 75248 Balance Due $ 8,388.00 Please call 972-361-0900 or email accounting@leadsonline.com should you have any questions about this invoice.