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HomeMy WebLinkAboutContract 44296 (2)LeadsQnlineooks Catching crooks and csince 2000 6900 Dallas Parkway, Suite 825, Plano, TX 75024 C6`alt SECRET ?°nilTRACT NO. Ieadsonline.com i 972-361-0900 972-361-0901 TF 800-31 1-265E AGENCY AGREEMENT This LeadsOnline, LLC AGENCY AGREEMENT ("Agreement"), dated, March 5, 2013 is made between The City of Fort Worth ("City") and LeadsOnline LLC ("Leads"). SCOPE OF AGREEMENT Leads operates and maintains at its web site a confidential investigations system accessible electronically exclusively by Law Enforcement Agencies for the sole purpose of identifying merchandise and/or persons suspected to have been involved in crimes. City desires to utilize the electronic system to support its investigations. Subject to the terms of this Agreement and in consideration of the mutual covenants stated below, the parties agree as follows: 1. DEFINITIONS 1.1 "Authorized Officials" means duly authorized law enforcement personnel of City. 1.2 "Data" includes but is not limited to the ticket number, item number, make, model, property description and serial number of merchandise sold to a Dealer or used as loan collateral by a Secondhand Dealer, and other non-public personal information pertaining to any customer(s) involved in the aforementioned transactions (including for example, customers' names, addresses, identification numbers and any images collected by Dealer during course of a transaction. 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. 1.4 "Secondhand Dealer" means any person or entity that purchases pre -owned personal property other than Scrap Metal and/or uses personal property as loan collateral and furnishes Data relative thereto to Leads for inclusion in Leads' database. 1.5 "Scrap Metal Dealer" means any person or entity that purchases ferrous or nonferrous metal that is no longer used for its original purpose and is capable of being processed for reuse by a metal recycling facility, and furnishes Data relative thereto to Leads for inclusion in Leads' database. 1.6 "Scrap Metal" includes materials purchased by Scrap Metal Dealers including but not limited to iron, brass, wire, cable, copper, bronze, aluminum, platinum, lead, solder, steel, catalytic converters. Page 1 of 9 OFFICIAL RECORD ©UxY SECRETARY \ nWORTK,TX RFrFlvEn MAR 212013 LeadsOriline Catching crooks and cooks % since 2000 6900 Dallas Parkway, Suite 825, Plano, TX 75024 leadsonline.com 972-361-0900 f 972-361-0901 ' f 800-311-265E 1.7 "Dealer" means Secondhand Dealer and/or Scrap Metal Dealer as specified in Attachment "A". If either Secondhand Dealer or Scrap Metal Dealer is not specified in Attachment "A", only the specified Dealer type will apply. II. APPOINTMENT 2.1 Subject to the terms of this Agreement, City hereby appoints Leads as its agent, as such term is utilized in the Gramm -Leach -Bliley Act of 1999 (the "GLBA"), for the sole purpose of collecting, maintaining and disseminating Data from Dealers. This agency appointment is effective as of the registration date of City's initial user. III. AGREEMENTS AND RESPONSIBILITIES OF CITY 3.1 City agrees that City's use of the Data displayed at Leads' web site will be for the purpose of identifying stolen merchandise and/or persons suspected of involvement in crimes. 3.2 Subject to the Texas Public Information Act, City agrees to not divulge Data or information obtained through City's access to Leads' web site to anyone other than Authorized Officials and persons with City's agency entitled to receive the Data or information pursuant to statute, rule or regulation, including specifically the GLBA. 3.3 City agrees to not access information from Leads' web site for purposes of gathering information from outside of City's jurisdiction for any third party, including private parties and other law enforcement agencies. 3.4 City agrees that passwords provided by Leads to City enabling City to utilize Leads' web site will be made known only to Authorized Officials of City and that only those Authorized Officials will be permitted to use the passwords or otherwise access the electronic system at Leads' web site. City will notify Leads when Authorized Officials leave the agency, change duties, or are otherwise no longer authorized to access Leads' investigations system. 3.5 City agrees not to use the Data or information displayed at Leads' web site for any unlawful purpose. City agrees its use of the Data or information contained at Leads' web site will not be other than as permitted by law or the rights duly granted to City in carrying out City's official duties. 3.6 City agrees to act in accordance with local laws and procedures when confiscating an item found in a business outside of City's jurisdiction. 3.7 City agrees to submit accurate information, including but not limited to valid identity of Authorized Officials establishing accounts to access the system and City case numbers for specific items and/or suspects in conducting any search or use of Leads' web site. Page 2 of Leads nine Catching crooks and cooks since 2000 6900 Dallas Parkway, Suite 825, Plano, TX 75024 Ieadsonline.com - 972-361-0900 f= 972-361-0901 800-311-265E 3.8 City agrees to change its password(s) every 90 days. 3.9 City is responsible for ensuring that City's hardware can connect to Leads' website via the Internet. 3.10 City is responsible for ensuring compliance among businesses in City's jurisdiction. City agrees to not discourage Dealers from furnishing Data to Leads. IV. AGREEMENTS AND RESPONSIBILITIES OF LEADS 4.1 Leads agrees to operate and maintain an electronic investigations system at its web site for the purpose of receiving and disseminating Data from Dealers for the use of Law Enforcement Agencies. 4.2 Leads agrees to provide system capabilities in accordance with Attachment "A" attached to this Agreement which by this reference is incorporated herein. 4.3 Leads agrees to implement commercially reasonable efforts to perform, as well as developments and modifications to Leads' web site and on Leads' infrastructure in a manner that is not disruptive to City. 4.4 Leads agrees to facilitate City's access to the Data by passwords and user names selected by City within reasonable parameters established by Leads. 4.5 Leads agrees to provide City with secure access to a report detailing the usage of Leads' web site by Authorized Officials. 4.6 Leads' client support and training is available to City at no additional cost when performed by telephone or email between the hours of 7:30 AM and 5:30 PM Central Time. City may request Leads to travel to City's location for specialized training and support. Special services including after-hours support and on -site training may be provided upon mutual agreement, and may include rates for time, materials, travel, and miscellaneous expenses as agreed upon by the parties. V. CONDITIONS FOR CITY'S ACCESS AND USE OF LEADS' WEB SITE 5.1 By entering into this Agreement, City represents that its Police Department is a it is a Law Enforcement Agency as that term is defined in Section 1. City's appointment of Leads as agent is made in order to obtain information of a financial institution in connection with the performance of the official duties of City, as is contemplated by the GLBA. 5.2 Leads may modify or upgrade any aspect(s) of Leads' web site at any time without notice to City. 5.3 All Data is provided solely by Dealers using Dealers' proprietary operational software according to the laws and practices enforced in Dealer's jurisdiction. Therefore, Leads cannot and does not represent or endorse the completeness, accuracy or reliability of Page 3 of 9 Leads nine Catching crooks and cooks since 2000 6900 Dallas Parkway, Suite 825, Plano, TX 75024 Ieadsonline.com 972-361-0900 972-361-0901 the Data displayed through Leads' web site, nor the functionality of Dealer's operational software. City acknowledges that any reliance by City or any Law Enforcement Agency upon any Data or other information displayed or distributed through Leads' web site shall be at City's sole risk. 5.4 Leads 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 Leads' sole discretion is inaccurate, incomplete or is in violation of local, state and/or federal law. VI. TERM 6.1 This Agreement will become effective as of the date first set forth above and remain in effect for three (3) years (the "Initial Term") or until termination by Leads or City as described below. City will pay subscription fees according to the schedule set forth in Attachment B which by this reference is incorporated herein. 6.2 This Agreement may be renewed for successive additional one-year terms (each a "Renewal Term") upon mutual agreement of the parties prior to the expiration of the Initial Term or any Renewal Term thereafter. In the event of renewal, City agrees to pay Leads an annual subscription fee for the renewal period within 30 days of invoice. 6.3 City may immediately and without notice, terminate this Agreement, at City's sole option, if Leads fails to perform any material obligation required of Leads under this Agreement or violates any laws, rules or regulations. If termination occurs under this paragraph, Leads shall remit to City on a pro -rated basis that portion of the annual subscription fee paid by City from the date Leads commits any breach described above until the end of the applicable service period. 6.4 Either party may for any reason and without penalty, terminate this Agreement by providing 60 days' notice to the other party, either during the second or third year of the Initial Term or prior to any Renewal Term. If funding is not appropriated during the Initial Term or any Renewal Term the City may terminate this Agreement on the last day of the fiscal period for which funds have been appropriated, without penalty. 6.5 Leads may immediately and without notice, terminate this Agreement for cause, at Leads' sole option, if City: (a) fails to pay any annual subscription fee owed to Leads within 30 days of invoice; (b) fails to perform any material obligation required of City under this Agreement (c) violates any laws, rules or regulations. 800-31 1-265E Page 4 of_ 9 LeadsQnline Catching crooks and cooks since 2000 6900 Dallas Parkway, Suite 825, Plano, TX 75024 Ieadsonline.com r 972-361-0900 r 972-361-0901 VII. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY 7.1 LEADS 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 LEADS' WEB SITE AND LEADS' SERVICES TO BE ACCESSED, USED OR DELIVERED PURSUANT TO THIS AGREEMENT. LEADS' WEB SITE, INCLUDING ALL DATA, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH LEADS' WEB SITE IS PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. LEADS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN LEADS' WEB SITE OR ANY DATA, MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE LEADS' WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LEADS SHALL NOT BE LIABLE IN ANY MANNER OR IN ANY RESPECT FOR THE USE OF LEADS' WEB SITE BY CITY, INCLUDING, WITHOUT LIMITATION, FOR THE ABSENCE OR PRESENCE OF DATA OR CONTENT OR ANY ERRORS CONTAINED THEREIN. VIII. INDEMNIFICATION 8.1 Neither party shall be liable for any claims, damages and attorney fees arising from the negligent acts or omission(s) or intentional misconduct employees of the other party arising out of or related to City's use of Leads' web site. Leads shall indemnify, hold harmless, protect and defend City and its officials, officers, employees, agents and authorized volunteers (the "Indemnified Parties") from and against all losses, liabilities, judgments, costs, expenses, damages (including damages to the system), attorney's fees, and other costs, including all costs of defense, arising from all suits of law or actions of every nature for or on account of the infringement of any trade secrets, patents, trademarks, copyrights or other proprietary right of any other party by reason of the use or integration of any proprietary materials, equipment, devices or processes, originally incorporated, or provided and used, by Leads in the performance of the services provided under this Agreement. Leads shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, with the City's cooperation. City agrees to give Leads timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. IX. COPYRIGHT/REVERSE ENGINEERING/RECORDS REQUESTS 9.1 Leads' web site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws. The contents of Leads web site are only for the purpose described herein. All materials contained on Leads' web site are protected by copyright, and are owned or controlled by Leads or the party credited as the Leads of 800-31 1-265 E Page 5 of 9 Leads Snline Catching crooks and cooks since 2000 6900 Dallas Parkway, Suite 825, Plano, TX 75024 Ieadsonline.com 972-361-0900 = 972-361-0901 800-31 1-265E the content. City will abide by any additional copyright notices, information, or restrictions contained in any content on Leads' web site. 9.2 City agrees not to decompile or otherwise copy or use the Leads' web site for purposes of reverse engineering or reconstruction, and will not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership form any materials it obtains from Leads or Leads' system. 9.3 Data is not considered by the parties to fall into the category of public record unless otherwise specified by law in City's jurisdiction. If Leads receives a request for records from parties other than Law Enforcement Agencies, courts, or other official sources regarding City personnel or Data from City's jurisdiction, Leads will refer the request to City. If any third party requests City to provide information involving Leads' materials or Data, City will make reasonable efforts to limit disclosure to that which is specifically required by law to be disclosed. City will obtain, to the extent possible, confidential treatment for information by any authority requiring delivery of information. X. MISCELLANEOUS 10.1 Neither party will assign its rights or duties under this Agreement without prior written consent of the other party, 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. 10.3 Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts or omissions, laws or regulations, labor strikes or difficulties, transportation stoppages or slow -downs. 10.4 Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto, any benefits, rights, or remedies under or by reason of this Agreement. There are no third -party beneficiaries. The only persons who may amend this agreement or enforce this Agreement and any rights under this Agreement are CITY and Leads. 10.5 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 the State of Texas, Tarrant County, North Fort Worth Division. 10.6 This Agreement constitutes the entire agreement between the parties, and shall supersede all prior agreements and understandings, if any, between the parties respecting the subject matter hereof. 10.7 In the event City submits any work order, purchase order, performance or delivery request or the like (the "Initiation Document"), any term or provisions contained therein which purports to modify or enlarge the obligations or liabilities of Leads shall not be Page 6 of 9 Leads n in e Catching crooks and cooks since 2000 6900 Dallas Parkway, Suite 825, Plano, TX 75024 Ieadsonline.com 972-361-0900 T 972-361-0901 i 800-311-265E e ffective without the express written consent thereto by Leads. The mere acceptance by Leads of an Initiation Document and/or Leads' performance or delivery of goods and services thereunder shall not constitute or imply its consent to the modification or e nlargement of its obligations and liabilities under this Agreement. 10.8 Leads agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of Leads' involving transactions relating to this Agreement at no additional cost to the City. Leads agrees that the City shall have access during normal working hours to all necessary Leads facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Leads reasonable advance notice of intended audits. 10.9 Except as specifically authorized under Section 2.1 herein, it is expressly understood and agreed that Leads shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as a representative or e mployee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Leads shall have the exclusive right to control the details of its o perations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Leads acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, servants and employees, and Leads, its officers, employees, servants, contractors and subcontractors. Leads further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Leads. ACCEPTED AND AGREED: LEADS LeadsOnline LLC CITY City of Fort Worth Signature: Signature: Print Name: David K. Finley Print Name: Arles W. Daniel Title: President & EO , �p aria . Assistant City Manager Date: 3 7 f si> ificriont- z4 0.3, 21. id Address: 6900 Dallas Parkway, Suite 825 n oo (1°1 ►t ��� t: 1000 Throckmorton Street Fort Worth TX 76102 Plano, Texas 75024 Federal Tax I.D. # 42-1720332 Contract Authorization: M&C: (_ ,26 / 3 3 Date Approved: Re ommend A 'ir•v Print Name: Jeffrey W. Halstead Title: Chief of Police 7.0/3 (r`":\c 0 ;�% ed�ame: Ma 4J1. Kays 0.ow rot�Fry Secretary APPROVED TO FOR Signatur Printed Name: Maleshia B. Farmer Title: Senior Assistant City Attorney Init(.Q.% aitt ed 3 151291L ND LEGALITY: Page 7 of OFFICIAL, RECORD CITY SECRETARY Et WORTH, TX Leads nine Catching crooks and cooks since 2000 6900 Dallas Parkway, Suite 825, Plano, TX 75024 Ieadsonline.com i 972-361-0900 AGENCY AGREEMENT - Attachment 'A' POWERPLUS PACKAGE INCLUDES: ( 972-361-0901 i 800-31 1-2656 Online reporting system for all Secondhand Dealers Accounts for an unlimited number of Authorized Officials ➢ Images of property, sellers, vehicles, thumbprints, signatures as provided by reporting businesses ➢ System updates, training and support for Authorized Officials, Secondhand Dealer personnel, and Scrap Metal Dealer personnel Store monitor compliance tools Three (3) years history plus current year (Free archive retrieval for cold cases) Report It citizen property inventory system NCIC automated stolen property reports Nationwide search access to transaction Data from Secondhand Dealers Hit alerts to mobile phones ➢ BOLO (continuous, saved) searches (1725 entries) eBay First Responder Service Persons of Interest (POI) Inter -agency communication system (2,000 entries) Online reporting system for all scrap metal dealers Nationwide search access to transaction Data from Scrap Metal Dealers CompStat mapping System Case Search Statement Analyzer Page 8 of 9 Leadssnhine Catching crooks and csince 2000 6900 Dallas Parkway, Suite 825, Plano, TX 75024 AG SuascRIrT1oN FEE SCHEDULE leadsonline.com 972-361-0900 �GGILk9VAENIi ttachment'B' 972-361-0901 800-31 1-265E POWERPLUS SERVICE PACKAGE Each of the first three full twelve (72) month service periods during the Initial Term: $42,440 OTHER TERMS Within 30 days of execution of this Agreement, LeadsOnline will provide three iPad Wi-Fi 1 6Gb tablet computers with the standard warranty provided by the manufacturer. City will be responsible for any additional software, services, maintenance or repairs for these computers. There will be no increase in the annual Subscription fee during the Initial Term. Payments are due upon execution of this Agreement and on the first day of each of the service periods during the term. Page 9 of 9 M&C Review Page 1 of 2 CITY COUNCIL AGENDA Official site of the City of Fort Worth, Texas FORT %MJRTII Thler COUNCIL ACTION: Approved on 3/5/2013 - Ordinance No. 20642-03-2013 DATE: 3/5/2013 REFERENCE NO.: **C-26133 LOG NAME: 35LEADSONLINE CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of a Three Year Agreement with LeadsOnline in the Amount of $42,440.00 Per Year for Use of the LeadsOnline Investigation System for the Purpose of Identifying Stolen Merchandise Related to Scrap Metal Thefts or Other Items Reported by Pawn Shop Owners and Second Hand Scrap Metal Dealers and Adopt Supplemental Appropriation Ordinance in the General Fund and Decrease the Unassigned Fund Balance in the Amount of $42,440.00 (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a three year Agreement with LeadsOnline for use of the LeadsOnline Investigation System for the purpose of identifying stolen merchandise related to crimes such as scrap metal theft or other items reported by pawn shop owners and second hand scrap metal dealers; and 2. Adopt a supplemental appropriation ordinance increasing appropriations in the General Fund in the amount of $42,440.00 and decreasing the unassigned general fund balance by the same amount. DISCUSSION: Scrap metal dealers in the City have the ability to report all purchases to LeadsOnline, a reporting software firm which assists law enforcement agencies in deterring scrap metal and property theft. Through its website, LeadsOnline operates and maintains a database that is accessible electronically by law enforcement agencies for the sole purpose of identifying stolen merchandise. The current contract allowed for 30 licenses and expired on January 31, 2013. LeadsOnline has upgraded its services to include an unlimited number of user licenses. The proposed contract will allow the Police Department to increase the number of licensed users and take more proactive steps to combat metal theft. LeadsOnline is the sole source provider of electronic data transfer services for both pawn shops and scrap metal dealers. Additionally, LeadsOnline connects Fort Worth investigators to a network of law enforcement agencies throughout the United States, including more than 750 agencies in Texas and the contiguous states. Features include, but are not limited to, online reporting system for all pawn/secondhand stores and scrap metal dealers, images of property, vehicles, etc. as provided by reporting businesses, store monitor compliance tools and Report It Citizen Property Inventory System. The Fort Worth Police Department has been using the reporting services of LeadsOnline since 2002. This procurement renews the existing services. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations and adoption of the attached supplemental appropriation ordinance, funds will be http://apps.cfwnet.org/council_packet/mc_review.asp?ID=17460&councildate=3/5/2013 3/19/2013 M&C Review Page 2 of 2 available in the current operating budgets, as appropriated, in the General Fund. Upon approval, the unassigned fund balance of the General Fund will be below the minimum reserve as outlined in the Financial Management Policy Statements. TO Fund/Account/Centers FROM Fund/Account/Centers 0001 539120 0351301 $42,440.00 Submitted for City Manager's Office bv: Charles Daniels (6199) Originating Department Head: Jeffrey W. Halstead (4231) Additional Information Contact: Aya Ealy (4239) ATTACHMENTS 35LEADSONLINE SAO13.doc http://apps.cfwnet.org/council_packet/mc_review.asp?ID=17460&councildate=3/5/2013 3/19/2013