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HomeMy WebLinkAboutR-2008-006 LeadsOnLine Service Agreement (YPD)A RESOLUTION RESOLUTION NO. R-2008-06 authorizing and directing the City Manager of the City of Yakima to execute an Agency Agreement (service agreement) with LeadsOnLine, Inc. allowing the Yakima Police Department to utilize that company's on-line computer services for the purpose of entering stolen and pawned property in the State data base and for tracking such property in exchange for a fee. WHEREAS, In order to properly record, investigate and follow-up on property crimes, it is necessary for the Yakima Police Department to have the ability to enter and view information regarding stolen and/or pawned property in data system(s) administered by the State of Washington; and WHEREAS, current systems require this to be done through a labor intensive and costly process; and WHEREAS, LeadsOnLine, Inc. owns and administers an on-line system capable of providing this ability in a far more efficient manner than was previously possible; and WHEREAS, as this system is compliant with State standards and is directly linked to the State database; and WHEREAS, other law enforcement agencies in this State have utilized the LeadsOnLine system and have been satisfied with the function of that system; and WHEREAS, Yakima Police Department detectives have field tested the system and found it to provide significant advances of the process currently in use; and WHEREAS, the City Council deems it to be in the best interest of the City to contract with LeadsOnLine, Inc. to provide the on-line services described, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute the attached and incorporated Agency Agreement to be in effect from January 15, 2008 through January 14, 2009. ADOPTED BY THE CITY COUNCIL this 8th ir-] of Janua a00 Page -1 avid Edler, Mayor on !nob 15660 N. DALLAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 T 972.361.0900 F 972.361.0901 TF 800.311.2656 AGENCY AGREEMENT This LeadsOnline, Inc. AGENCY AGREEMENT ("Agreement"), dated, January 15, 2008, is made between Yakima, WA Police Department ("Principal") and LeadsOnline, LLC. ("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 merchandise and/or persons suspected in crimes against property or in crimes against persons in which property is involved. 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: 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 "Participant" 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. 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. UUge 1 of 1 . :D2000-2007 IeadsOnhno, LLC. All ++ghts re;ervedi. AA. Wt..070107 eadsonlne.cc 15660 N. DALLAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 T 972.361.0900 F 972.361.0901 TF 800.311.2656 111. 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 merchandise and/or persons suspected in crimes against property or in crimes against persons in which property is involved. 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 with Principal's agency entitled to receive the Data or information pursuant to statute, rule or regulation, including specifically the GLBA. Principal agrees not to access information from outside of Principal's jurisdiction from 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 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 Participant's jurisdiction prior to requesting additional information about Data, to place an item on hold status, or to confiscate an item found in a Participant's business that is located 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 password(s) every 90 days. 3.8 Principal is responsible for insuring that Principal's hardware can connect to Provider's website via the Internet. 3.9 Principal is responsible for insuring compliance among businesses in Principal's jurisdiction. 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 discourage Participants from furnishing Data to Provider. _, 11 %) 2000-2007 L=,adsOnline, LLC, 01 rights reserved AA:W./'..070 i 07 ommuciaqw ea somineg s;aivviaa�' ux Pane x r xn. •15660 N. DALLAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 r 972.361.0900 F 972.361.0901 TF 800.311.2656 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 Ag reement. 4.3 Provider agrees to diligently implement all 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. Provider agrees to make every reasonable effort to minimize any interruption of service that may result from necessary maintenance and/or modification to Provider's web site. 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 landlines, 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. 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 solely 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 Provider may modify or upgrade any aspect(s) of Provider's web site at any time without notice to Principal, and shall fully advise Principal of all information necessary to fully utilize Provider's site as modified and/or upgraded. 5.3 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 Law Enforcement Agency upon any Data or other information displayed or distributed through Provider's web site shall be at Principal's sole risk. 5.4 Provider reserves the right at all times to disclose any information as necessary to satisfy any law, regulation, or legally sufficient government request, or to edit, refuse to post or to remove any Data or race 3 of 11 '.';')2000-2(±07 L eds nine, LLC. AH nghts eserved. AA. WA.070107 veadsonl ne.co! 15660 N. DALLAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 T 972.361.0900 F 972.361.0901 TF 800.311.2656 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. VI. TERM AND CONSIDERATION 6.1 The initial term of the contract shall be twelve (12) months. Principal agrees to pay Provider for annual subscription services rendered hereunder per the agreements set forth in this Agreement. Unless this Agreement is otherwise modified by the parties, the total annual compensation paid to Provider for all services provided under this Agreement shall not exceed the amount presented in Attachment B. Principal shall make payment to the Provider within thirty (30) calendar days of receipt of invoice; provided, however, that all subscription payments are expressly conditioned upon Provider providing services that are satisfactory to Principal. 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 thirty (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 thirty (30) days of invoice. Provider agrees that it shall advise Principal of any increase in the Agreement renewal compensation at least forty five (45) days prior to the expiration of the initial term or any renewal term thereafter. If Provider fails to notify Principal of any increase in cost as provided herein, this Agreement shall automatically renew at the same compensation as was agreed upon for the prior year's term. 6.4 Provider may immediately and without notice, terminate this Agreement for cause, at Provider's sole option, if Principal: (a) fails to pay any annual subscription 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. 6.5 Provider's client support and training is available to Principal throughout the term of this Agreement and any renewal thereof, 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 agreed upon rates for time, materials, travel, lodging, and reasonable miscellaneous expenses. 6.6 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 (d) violates any laws, rules or regulations applicable to the provision of services set forth herein. If termination occurs under the conditions of this paragraph, Provider shall remit to Principal, on a pro- rated basis, that portion of the annual subscription fee paid by Principal from the date of said termination through the end of the then -effective subscription year. Page 4 of 1 I. 2000-2007 eadsCn!r e, LLC All +'.` h s reserved r"„4.bJA. 070107 eadson ne 15660 N. DALLAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 T 972.361.0900 F 972.361.0901 TF 800.311.2656 VII. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY 7.1 PROVIDERS 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, SAT1SFACTORY•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 1S PROVIDED "AS I5" 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 LIPAITATIOI1, FOR THE ABSENCE OR PRESENCE OF DATA OR CONTENT OR ANY ERRORS CONTAINED THEREIN. VIII. 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 Ag reement. Page 5 of 11 2000-2007 LeadsOniine, !O0-. All rights reserved AA.WA.07 01 n7 sanlineco 15660 N. DALLAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 T 972.361.0900 F 972.361.0901 TF 800.311.2656 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. X. MISCELLANEOUS 10.1 Provider may not assign, transfer or delegate all or any part of Provider's rights or duties under this Agreement without the prior written consent of 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 Principal or Provider deems the unenforceable provision to be essential to this Agreement, in which case Provider or Principal may terminate this Agreement, effective immediately. If termination occurs, Provider shall remit to Principal on a pro -rated basis that portion of the annual subscription .fee paid by Principal from the date of termination through the end of the then -effective subscription year. 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 This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, 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 County of Yakima, Washington. Pc ;e 6 of 1 2000-20D7 Lead:DHJ r "r._ Ail n*fit:, rec rvrr_ AA WA.07010-2 son htnex G 15660 N. DALLAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 T 972.361.0900 F 972.361.0901 TF 800.311.2656 10.5 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. No additions, revisions or amendments to this agreement shall be effective without the prior written consent of the parties hereto. PROVIDER LeadsOnline, LLC. - By: Print Name: David K. Finley 1. Title: President & CEO Date: fi PRINCIPAL City of Yakima, Washington By: Print Name: R.A. Zais, Jr. Title: City Manager Date: Vicy c3 F SEAL Address: 15660 N. Dallas Pkwy., Suite 800 Address: 200 S. 3rd St. Dallas, Texas 75248 Yakima, WA 98901 Federal Tax I.D. # 42-1720332 Federal Tax I.D. # c7 / — D O / C3 CITY CONTRAC f NO RESOLUTION NO: Pr.oe• ;' of 1 2000-2007 LeadsOnline, LLC All lights reserved. AA.WA.070107 eaC�.3011'!Ie 15660 N. DALLAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 T 972.361.0900 F 972.361.0901 TF 800.311.2656 AGENCY AGREEMENT - Attachment 'A' TOTALTRACK SERVICE PACKAGE INCLUDES: ($7,548/YEAR) ➢ National Search Capability Transaction records from all 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. WACIC Interface 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 Washington Crime Information Center (WACIC) for comparison to its database. Submission of files to WACIC is conducted via WACIC's web interface, WEBMSS. ➢ 120 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 ealik 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. P ;� 2OOO 2rl0,7 ; -!sC li 1All h 1;:., ea�_._�.r,� re, l �:. ric,�.:`s reserve AA ',`dA 07010' eadson I 15660 N. DALLAS PARKWAY, SUITE 800 'DALLAS, TEXAS 75248 T 972.361.0900 F 972.361.0901 rF 800.311.2656 AGENCY AGREEMENT - Attachment 'A' SELECTSEARCH SERVICE PACKAGE INCLUDES: ($6,708/year) ➢ Regional Search Capability Transaction records from all Participants throughout Principal's home state and all adjoining states are available for search. ➢ 2 Years of Searchable Data 24 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 at via Principal's internal processes to the National Crime Information Center (NCIC) for comparison to its database. ➢ 60 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. ➢ 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. P:,ge9of 1 2000-2007 leocIsOnline, LLC. All rights_ reserved. AA.'NA.070107 411, ea so ne 15660 N. DALLAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 t 972.361.0900 F 972.361.0901 TF 800.311.2656 AGENCY AGREEMENT - Attachment 'A' FASTFIND SERVICE PACKAGE INCLUDES: ($5,268/year) Statewide Search Capability Transaction records from all Participants throughout Principal's home state are available for search. ➢ 1 Year of Searchable Data 12 months of transaction records are available for investigative search. 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. e1 2000.2007 LeudsOn ine, [LC_ Ail right; re., recd A A.VV A.0 77 r 7 • 44%i 4#41r44, "oleo sonlmetco 15660 N. DALLAS PARKWAY, SUITE 800 DALLAS, TEXAS 75248 T 972.361.0900 c 972.361.0901 TF 800.311.2656 AGENCY AGREENiENT - Attachment ' Pricing for the first twelve (12) month Term Service Package: $ Pricing for renewal Term(s) Pricing will remain fixed at the above amount for the first renewal term. Provider agrees that it shall advise Principal of any increase in the Agreement renewal compensation at least forty five (45) days prior to the expiration of the initial term or any renewal term thereafter. are 11 of 1 (ID 2000-2007 L eod,On!ine, LLC. All richts rest rued AA, Vv'A.0701 07 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No 4c 1(41 For Meeting of January 8, 2008 ITEM TITLE: Consideration of a Resolution Authorizing the City Manager to enter into a service agreement with LeadsOnLine, Inc. to allow the Yakima police Department to utilize that company's computer services for the purpose of tracking pawnedand stolen property in exchange fora fee SUBMITTED BY: Chief Samuel Granato, Yakima Police Department CONTACT PERSON/TELEPHONE: Chief Samuel Granato - 575-6211 Lt. Gary Belles - 576-6547 Jeff Cutter - 575-6030 SUMMARY EXPLANATION: In order to properly record, .investigate and follow-up on property crimes, it is necessary for the Yakima Police Department to have the ability to enter and to view information regarding stolen and/or pawned property in data system(s) administered by the State of Washington In the past, this was only possible through a costly, labor intensive process of data entry LeadsOnLine, Inc owns and administers an online system capable of providing this ability in a far more efficient manner than was previously possible Law enforcement agencies in the State of Washington have used this system and found it to be a significant improvement over other alternatives Field testing conducted by Yakima Police Detectives came to the same conclusion The systern is compliant with State standards and is directly linked to the State database City Council authorization for the City Manager to enter into this service agreement will provide the Yakima Police Department with a more efficient and cost effective manner with which to investigate property crime Resolution X Ordinance Other (Specify) Contract Mail to (name and address) Phone Funding Source APPROVED FOR SUBMITTAL. STAFF RECOMMENDATION: Staff recommends the Council adopt the attached resolution authorizing the City Manager to enter into the proposed service agreement with LeadOnLine, Inc. BOARD/COMMISSION RECOMMENDATION. COUNCIL ACTION: