HomeMy WebLinkAboutContract 44296 Leads N,
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Catching crooks d oks since 2000 CONTRACT NO,
6900 Dallas Parkway,,Shits 825,Plano,TX 750,24 le'ad'sonfine.c om T 972-361-0900 F 972-361-0901 TF 800-311-265e
AGENCY AGREEMENT
This ea sO ►Iii e, LLC AGENCY AGREEMENT ("Agreement"), d, .teddy March 5, 2013 is mad
between 'rhe City of 'Fart Worth ("City") and Lea sOnlIne LLC ("Leads"").
SCOPE �F AGREEMENT
Load's operates and maintains at its web slto a confidential investigations system aaaossi le
electronically exclusively by Lave 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
Blow, the parties agree, as follows
DEFINITIONS
.1 "Authorized, Officialsif 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 lave
enforcement.
1.4 "Secondhand, Dealer" means any person or entity that purchases pre-owned personal
property other than Scrap Metal ant or uses s can 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, brassy wire, cable, coppery bronze, aluminum, platinum, loam', sold'ery stool,
catalytic converters.
OFFICIAL RECORD
'RJ
CITY SSCRUARY
1FT4 WORTH,TX
RECEIVED MAR 21.
Leads,,,,,�n i:ne
Catchiiig crooks and cooks sire 20
6900 Dallas Parkway,suite 825,Plano,TX 7502,4
leadso f ne. om 1 972-361-090 F 972-361-0901 TF 800-311-26U
1.7 "Dealer"' m ear
Secondhand Dealer and/or Scrap Metal Dealle` as specified in
Attachment "A". if either Secondhand d De aler or Scrap Metal Gaoler is not specified ified in
Attachment "A", only the specified Dealer type will apply.
11.
APPOINTMENT
2.1 Subject to the terms ms cif this Agreement, City hereby appoints Leads as its agent, as such
term is utilized in the Gramm-Le ac -Bliley Act of 19991 the "GL A"), for the sole purpose se cif
collecting, maintaining and disseminating Data from ealers. "rhis agency appointment is
effective as of the registration date of' City's initial user.
11111.
AGREEMENTS ANDRESPONSIBILI,T'IES 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 dlivulge Data or
information obtained through City's access to Loads' web site to anyone other than
Authorized Officials and ,persons with City's agency entitled to receive the Data or
information ation pursuant to statute ruffle or regulation, including specifically the GL A.
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 pro° ided by Leads to City enabling City to utilize Loads' web,
site will be made known only to Authiorized 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 -f o agency, change duties, or are otherwise no longer authorized to access
Leads" investigations ations 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 law's card procedures when confiscating an
item found in a business outside of City's jurisdict*ion.
3.7 City agirees to submit accurate information, includling 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.
Leads
Catching cracks and � since,2000
6900 Dallas Parkway,Suite 825.Plano,TX 75024 lead online.com T 972-361-0900 F 972-36 1-09011 TF 800-311-26
3.8 city agrees to change Its ass word s every 90 days.
3.9 city is responsible for ensuring that city's hardware can connect to loads' wobsi'to via
the Internet.
3. city Is responsible for ensuring corn l anco among businesses In city's jurisdiction. city
agrees to not discourage Dealers from furnishing Data to Loads.
I"
AGREEMENTS AND RESPONSIBILITIES OF LEADS
4.1 Loads 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 Loads agrees to provide system capabilities in accordance with Attachment "A"
attached to this Agreement"'which by this reference is incorporated heroin.
4.3 loads agrees to implement commercially reasonable efforts to perform, as well as
developments, and modifications to Loads' web site and on Loads'' infrastructure in a
manner that is not disruptive to city.
4.4 loads agrees to facilitate city's access to the Data by passwords and user names
selected by City within reasonable parameters established by Loads.
4.5 Loads agrees to provide city with secure access to a report detailing the usage of
Loads' web site by Authorized Officials.
4.6 Loads' client support and training is available to city at no additional cost when
performed by telephone or email between the hours of 70.30 AM and 5:30 PM central
Tiro. city may request Loads 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 tiro, materials, travel, and
miscellaneous expenses as agreed upon by the parties.
V.
CONDITIONS FOR CI Y's AccESS AND USE of LEADS'WE'B SITE
5' 1 By entering into this Agreement, city represents that its Police Department is a ' is Law
Enforcement Agency as that term is defined in Section 1. city's apo�intmont of Loads 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 C L. A.
5.2 Loads may modify or upgrade any aspect(s) of loads' web site at any time without
notice to city.
, .3 All Data is provided solely by Dealers using Dealers' proprietary operational software
according to -the lags and practices enforced in Dealer's jurisdiction. Therefore, Loads
cannot and does not represent or endorse the completeness, accuracy or reliability of
Leads
Caching crooks and cRooks since 2000
6900 Dallas Parkway,suite 25,Plano,TX 75024 geadsonline..com T 972-361-09 F 972-361-09'01 TF 800-311-265
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 ye or distributed through Leads' web site shall.
be at City's sale 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 past or to remove any Data
or information, in whole or ill part, that in Leads' sale discretion is inaccurate, inc cam lete
or is in violation of locall, state and/or federal law.
" .
TERM
6.11 This Agreement will became effective as of the date first set Barth 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 Barth 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 expirati n of the
Initial Term or any Renewal Term thereafter. In the evert of renewal, City agrees to pay
Leads are annual subscription fee for the renewal period within 30 drys of invoice.
6.3 City may immediately and without notice, terminate this Agreement, at City's, sale
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 Cify on a rya-rated basis that poc rtioln olf the annual
subscription fee paid by City from, the date Leads commits any broach 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 ether panty, 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 clay of the
fiscal period for which funds have been o,ppro riated, without penalty.
6.5 Leads may immediately and without notice, terminate this Agreement for cause, at
Leads' sale option, if City, a fails to pay any annual subscription fee owwed 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.
Leads 'n1ine
k 2
Catchirg crooks,and cooks sinictm. 000
6900 Dallas Parkway,Suite 825,Piano,,TX 75,0214 leadsonline.com; T 972-361-09001 F 972 361-019l01 TF 800-3,11-26l54
V I I.
DISCLAIMER OlF 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
FITNES,S FOR A PARTICULAR PURPOSE WITH RESPECT TO LEADS, WEB SITE AND LEADSl,
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 LEADlS' 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 SlITE OR ANY DATA,
MATERIALS OR CONTENT CONTAINED THEREIN WILL, BE UNINTERRUPTED OR ERROR FREE,
'THAT DEFECTS WILL BE CORRECTED, OR THAT' T'HE 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 S,ITE BY
CITY, INCLUDING, 'WITHOUT LIMITATION, FOR 'THE ABSENCE OR PRESENCE OF DATA OR
CONTENT OR ANY ERRORS CONTAINED THEREIN.
V111.
INDEMNIFICATION
8.il Neither party shall be liable for any claims,, damages and attorney fees arising -from the
negligent acts, or omission(s) or intentionia�l misconduct employees of the other party
arising out of, or rellateld iol City 11 s use of Leads 11 web sitle.
Leads, shall inidemnify, hold harmless, protect and delfend City and its officials, officers',
em,piloyees, agents and authorized volunteers (the "Indemnified Parties") from and
against all [losses, liabilities, judgments,, costs, expenses, damages ('including damages to
the system), attorney 11 s fees,, and other costs, including aill costs of defense, arisingfrom all
suits of low or actions of every nature for or on account of the infringement of any trade
secrets, patents, -trademarks, copyrights or other proprieltary 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 per,foirmance of
the services provided under this Agreement. Leads shlaill 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
0
give Leads, -timely written notice of any such claim or action, with copies of aill pape,rs
City may receive relating thereto.
Ix.
C0PYR1,GHTZREVERSE ENGINEERING, REcolps R,EQUESTS
9.1 Leads' web site is protected by copyright as a, collective work and/'or Compilation,
purlsuant to U.S. copyright laws. The, contents of Leads," web site are only for the purpos,el
described herein. All materials contained on Leads' web site are Protected by
copyright, and are owned or cointroilled by Leads or the party credited as the Leads of
AP,
Leads ' n1ine
Catching crooks and cRooks since 2000
— "' , I no 0- 0
6900 Dallos Parkway.Suite 825,Plono,7X 75024 leadsonline.com T 972-361-0900 F 972-361-091011 TF 800-3 1 1-26R
the content. City will abide by any, additional copyright notices, information, or
restrictions contained in any content on Leads' wieb site.
9.2 City, agrees not to decompile or otherwise copy or use the Lealids, 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 low in City's jurisdiction. If Leads receives a request, for records
from partles other than Law Enforcement Agencies, courts, or other official[ sources,
regarding City personnel or Data from City's jurisdiction�, Lead's 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.
K
MISCELLANEOUS
10.1 Neither party will assign its, rights or duties under this Agreement without prior written
consent of the other party, which,wi'lli, not be u�nreas,onably withheld,.
101.2 If any provision of this Agreement is held to be unenforceable, in whole or in parf, such
holding will not affect the� 'validity of the ofher provisions of this Agreement.
10.3 Neither party will be liable for any faillure or dela�y in performing an, obligation under this
Agreement that is due to causes beyond its reasonable control, such as natural
catastrophes, governmental acts or olmissions, 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-pairty beneficiaries. The on,ly 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, withoult regard to conflicts of laws provisions. Sole and exclusive,
jurisdiction for any action, or, proceeding ar,isi,ng out of or relaited to this Agreement shal�l
bein 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 al] p,rio�r, agreements and understandings, if any, between the parties
respecting the subject matter herleof,
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 miod�ify or enlarge, the obligations or liabilities of Leads shall not be
L e a d s n e
Catching,crooks and coloks since 2000
6900 Dallas Parkway,Suite 825,Piano,TX 75024 leadson line.com T 972-361-0900 F 9721-361-0901' TF 800-311-265e
effective without the express written consent thereto by Leads. The mere acceptance
by Leads of are Initiation Document and/car Leads' performance or delivery of goods and
services thereunder shall not constitute or imply its consent to the modification car
enlargement of its obligations and liabilities under this Agreement.
10.8 Leads, agrees that the City .shall, until -the expiration of three 31 years after final payment
under this Agreement, or fhe final conclusion of any c udif commenced during the said
three years,,rs, have access to and the right to examine at reasonabl le tires any directly
pertinent books, documents,ents, papers and records of Loads' involving transactions
relating to this Agreement at no aidditionail cost to the City.. Leads agrees that the city
shall have access ess during, norm l vorlc ng hours to all necessary Leads facilifies and shall
be provided adequate and appropriate work space in c rder to conduct audits in
compliance with the provisions of this section. The City shall give Leads realsonable
advance notice of intended audits..
10,.9 Except as specifically all authorized udder Section 2.1 herein, if is elx ressly understood and
agreed that Leads shall operate as can independent contractor for cis to all rights and
privileges and work performed under fhis Agreement, and not as a representative or
employee of the City. Sul oct to and' in accordance e with the conditions and provisions
of this Agreement, Lead's shall have the exclusive right to control the details of its
operations and activities and be solely responsi le for the acts and omissions of its
officers, agents, servants, employees,,yes, contractors and subcontractors. Leads
acknowledges that the doctrine of res on eat.superior shell 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 AGRE
LEADS CITY
Lecdsrllire LL cif of fort Worth
A At
Signature- Signature-.
/ZY/Ol odic A 4
Print Name avid K. �inu eyy Print Name: le s, W. Daniel
Title: President Assistant city Manager
t • ZO
Address: 6900 Dallas Parkway, Suite 825 AV� � � � � ��, 1 000 Throckmorfo
�''' n Street
Plc�r o, Tics .ort Worth, TX 1
p
Federal Tax, I.D. # 42-1720332 �. TP
00000 m e . Ida yes r
oE% y Secretary
Contract Authorizations '
M&C.- APPROVED,TO FOP ND LEGALITY.
Date, proved
Sig natur w
R ar.ommend r Printed Name aloshia B. Partner
Halstead Title: Senior, ssstcnt City Attorr�e
Print Name,* Jeffrey W. � � � I
te+ad C ��
Title: Chief of Police 7416113
FOlFFICIAL RECORID
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CITY SECRETARY
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Lea,ds"n- i"ine
Dallas Parkway,S,uilte 82',5,Plano, 'X 750,24 lam e. 972-361-090,0 972-3 -0901 T -3I 1-2 5
AGENCY AGREEMENT c "A'
0
PIOIWERPLU PACKAGE INCLUDES,
Online, reporting s rst em for all Secondhand Dealers
Accounts for are n nu r of Authorized t ci s
Images of property, sellers, vehicles, thumbprints, signatures as pirolvided y
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 Mist plus current ye r (Free aircNve retrieval for cold cas s
Report It citizen property inventory system
NCl C automated stolen property r its
Nationwide search access to transaction Data from Secondhand Dealers
Hit alerts to it s
(confinuousii, saved) s arches 725 entries)
First Responder Service
Persons of Interest l Inter agency communication system, 2 entries)
Online reporting system for all scrap metal, dealers
Nationwide search access to r nsactio Data from Scrap Metal Dealers
Com Stat mapping System
Case Search
Statement Analyzer
Leads, n1ine
Catching crooks and imooks since 2010
Dallas Parkway,Suite 825,Piano,TX 75024 leadsonlin .co T 972-361-090 F 972-361-019,01 T 800-311-265e
AGENCY AGREEMENT 'B'
SUBSCRIPTIONFEE SCH'EDULE P LUS SERVICE PACKAGE
Each of the first three full' twelve (1 2) month
service periods during the Initial Term. 2 440
OTHERTERMS
Within 30 days of execution of this Agreement, Leads Online iii will provide three i ad i-F1
16Gb tablet computers with the standard warranty provided by the manufacturer. City
11
be respionsible fir any additional software, service, mainfenance or A irs for these
computers.
There ill be no increase in f he annual Subscription tee du'rin'g the initial Tara.
Payments, are due ulpon execution of this Agreement and on the tint day of each of
the service periods during the ter
M&C Review Page 1of2
(Widal site of ttie Qty of Fort Warth,1"exas
Fo,RT,W,ol u n
CITY C40UNCIL AGENDA
COUNCIL ACTION,,-, Approved on 3115/2013, - Ordinance No. 206,42-03-2013
AT`E 3/5/2013 REFERENCE NO.,- "C-26133 LOG NAME,- 35 LEADS ONLINE
CODE: C TYPE.- CONSENT PUBLIC NO
HEARING.-
SUBJECT: Authorize Execution of a Three Year Agreement with Leads aline in the Amount of
$42,440.00 Per Year for Use of the Leads aline 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 Leads Online
Investigation System for the purpose of identifying stolen merchandise related to crimes such as
scrap metal' the 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 decreas,iing, the unassigned general, fund ball�ance by the same amount-,
DISCUSSION:
Scrap metal dealers in the City have the ability to report alil, purchases to LeadsOnliney a reporting
software firm, which assists law enforcement agencies in deterring scrap metal and property
theft. Through, its websitey Leads aline operates and maintains a database that is accessible
electronically by law enforcement agencies for the sole purpose of identifying stolen
merchandise. he current, contract allowed, for 30 licenses and expired on January 31,
2013. LeadsOnli'ne 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.,
Le,adsOnline is the sole source provider of electronic data transfer services for both pawn shops and
scrap metal dealers., Additionally, LeadsOinline 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 blusineisses, store monitor compliance tools and Report It Citizen Property Inventory
System.
The Fort,Worth Police Department, has been us,ing,the reporting, services of LeadsOinline since
2002. This procurement renews the existing services.
FISCAL INFO,RMAoriON/CERT'IFICATION'lo,
The Financial Management Services Director certifies that upon approval of the above
recommendations and adoption of the attached supplemental appropriation ordinance, funds will be
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1 _packet/mc_rev* ?ID=I 74601& unci I date-315.20 3 3/19/2013
M&C Review Page 2 oft
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 outliine�d, in the
Financial Management Policy Statements.
i
TO Fund/AccounVCenters FROM Fund/Account/Centers
GG01 539120 03513011 $42,440.00
i
Submitted for Ci!y Mane-cier V S Office Charles Daniels (6199)
Orig*lnafing Departmien't, Head: Jeffrey W. Halstead (4231)
Additional Informlat"lon Contact-, Aya Daly (4,23,9)
ATTACHMENTS
35LEADSONLINE SA013.doc,
http://apipsi.cf,wn et.,org/counc*l ?ID=17460&counc"].date=3/5/2013 3/19/2013
1 _packet/mc—review.asp. I