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Leadsonline, LLC ~ AG184002 PHONE 972-361-0900 PAX 972-361-0901 TOLL-FREE 800-311-2656 Leads'-line 6900 DALLAS PARKWAY,SUITE 825,PLANO,TX 75024 LEADSONLINE.COM AGENCY AGREEMENT This LeadsOnline, LLC AGENCY AGREEMENT ("Agreement"), dated July 1, 2018 ("Effective Date") is made between Tigard Police Department ("Agency") and LeadsOnline LLC ("Leads"). SCOPE OF AGREEMENT Leads operates and maintains an electronic reporting and criminal investigation system for receiving Data for the use of Law Enforcement Officials in their official duties. Leads acts in the capacity of an agent for such Law Enforcement Agencies for the purpose of collecting, maintaining and disseminating Data. Agency desires to utilize Leads' 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 "Data" means all information provided by Reporting Businesses and Law Enforcement Agencies about transactions, including (but not limited to) the transaction number, item number, product UPC code, quantity and ingredients, make, model, property description, serial number,name, address,identification number,telephone number, date of birth and any images recorded during the course of a transaction according to official request, statutory requirement or otherwise. 1.2 "GLBA" means the Gramm-Leach-Bliley Act of 1999, together with the Privacy Rule and Safeguards Rule promulgated by the U.S. Federal financial institution regulators and the Federal Trade Commission. 1.3 "Law Enforcement Agency" means any agency duly authorized by Municipal, State, County or Federal government to enforce laws or investigate crimes. 1.4 "Law Enforcement Official" means a person employed and authorized by a Law Enforcement Agency to, in his/her official duties, access Data and/or submit Data for official use by Law Enforcement Agencies. 1.5 "Leads' System" is Leads' electronic reporting and criminal investigations system for receiving Data for access by Law Enforcement Officials. 1.6 "Reporting Business"shall mean any entity that records Data regarding (a) the receipt or sale of products regulated by law, including but not limited to the Combat Methamphetamine Act of 2005 and (b) the receipt or other disposition of merchandise or materials, and reports such Data for access by Law Enforcement Officials according to official request, statutory requirement or otherwise. 2. Responsibilities of Agency 2.1 Agency agrees that the protection of usernames and passwords used to access Leads services and any Data accessed via Leads by its Law Enforcement Official is the ©2000-2018 LeadsOnline, LLC.Confidential Inror,nation.Ail rights re>erveo. Page 1 of 8 PHONE 972-361-0900 �AX972-361-0901 TOLL-FREE 800-311-2656 Leadsl:�nline 6900 DALLAS PARKWAY,SUITE 825,PLANA,TX 75024 LEADSONLWE.COM responsibility of Agency. Agency agrees to maintain such information in a secure manner and to not provide login credentials to any other person. 2.2 Agency is responsible for the accuracy of information submitted by Agency's Law Enforcement Officials in registration for Agency's accounts. 2.3 Agency agrees to not share its access to Leads' System with other Law Enforcement Agencies and to not share information retrieved from Leads' System with the exception of disclosure necessary for the purpose of prosecution of crimes within Agency's jurisdiction investigated by Agency. 2.4 Agency agrees that accounts will be i) registered only to individual Law Enforcement Officials employed exclusively by Agency, ii) will be used only by the specific Law Enforcement Official to whom the account is registered, and iii) will not be used to access or otherwise provide information from Leads' System to other Law Enforcement Agencies. 2.5 Agency represents and warrants that it shall only access, use and disclose Data for use in Agency's official Law Enforcement Agency duties. Agency maintains sole responsibility for activity taking place under its user accounts and is responsible for any use, misuse or disclosure of Data accessed by its users. 2.6 Agency is responsible for securing Data accessed from Leads' System, and agrees to comply with all applicable statutes, laws and regulations for use and disclosure of non- public personal information, including federal and state data security breach laws and the GLBA. 2.7 Agency agrees to not search Leads' System for the purpose of creating a public record in order to respond to a public records request when no such public record existed at the time the public records request was received by Agency. Agency understands and acknowledges that information accessible via Leads' System may not be eligible for disclosure in response to a public records request according to applicable law. Upon receipt of a request for records accessible via Leads' System, Agency will consider factors including but not limited to i)whether or not Agency has actually accessed and/or retained the record, ii) whether or not the record(s) are related to an active criminal investigation iii) whether or not the Reporting Business supplying the information is specifically required by law to report to Agency via Leads' System iv) whether or not the information contains non-public personal information protected by state and federal privacy law and breach notification law v) whether or not Agency's response to such request would include the trade secrets of one or more Reporting Businesses vi) whether or not the Reporting Businesses or customers are to be notified and provided with the opportunity to object to such disclosure, vii) whether or not computer programming or excessive labor would be required to redact exempted information from records prior to disclosure. Notwithstanding the foregoing, Leads understands that State Statute determines the factors City must consider in responding to a public records request. 2.8 Agency is responsible for using devices and browsers capable of connecting via an encrypted internet connection. 2.9 Agency is responsible for promptly notifying Leads when a user is no longer employed by Agency or is otherwise no longer authorized to access Leads' System. 2600-20 i8 LeodsOnli e,LLC. riGenii,li 1�f')r;1 ui;(Dn.,all rights reserved. Page 2 of 8 PHONE 972-361-0900 FAX 972-361-0901 TOLL-FREE 800-311-2656 Leads'-line 6900 DALLAS PARKWAY,SUITE 825,PLANO,TX 75024 LEADSONLINE.COM1 2.10 Agency agrees to promptly notify Leads of any conditions that Agency believes may represent or result from a security incident or vulnerability, including the possible compromise of a user's password. Please send any notifications to privacy@leadsonline.com. 2.11 Agency will pay subscription fees according to the schedule set forth in Attachment 'A' which by this reference is incorporated herein. 3. Responsibilities of Leads 3.1 Leads agrees to operate and maintain the Leads System for the purpose of receiving Data for access only by Law Enforcement Officials. 3.2 Leads agrees to secure Data using administrative, technical and physical safeguards as set forth in applicable law, including the GLBA. 3.3 Leads agrees to provide use of Leads' System with the capabilities specified in Attachment W. 4. Conditions for use of Leads' System 4.1 Leads' System and website, including but not limited to written materials, text, graphics, logos, software, functionality, icons and images are the exclusive proprietary property of Leads and are protected under the United States Copyright Act (17 United States Code), as well as by all applicable state and international copyright laws, and by the Lanham Act (15 U.S.C. §§1051-1141 n). Agency agrees to abide by any additional copyright notices, trademarks, information, or restrictions contained in any content on Leads' System and website. Leads' System and website may be used solely for the purposes expressly provided for herein, and no aspect of the Leads' System or website may be used for any other purpose whatsoever. Any other use is unauthorized and will constitute an infringement upon the proprietary rights of Leads. No authority to use any content on Leads' System, website, or any other intellectual or other property of Leads not expressly granted by this Agreement shall be implied. 4.2 Agency agrees to not decompile or otherwise copy or use content on the Leads' System or website or other proprietary information of Leads for purposes of reverse-engineering or reconstruction, and to not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices from any materials Agency obtains from Leads' System or website. 4.3 Agency represents it is a Law Enforcement Agency. 4.4 Leads may modify or upgrade any aspect of Leads' System at any time without notice. Leads agrees to make commercially reasonable efforts to perform such modifications in a manner that is not disruptive to Agency. 4.5 Subject to the terms of this Agreement, Agency hereby appoints Leads as its agent for the sole purpose of collecting, maintaining and disseminating Data from Reporting Businesses. This Agency appointment is effective as of the registration date of Agency's initial user. 4.6 Leads uses a number of checks to identify inaccurate or incomplete Data, but cannot and does not represent or endorse the accuracy or reliability of Data or other information J 2000-2018 LeadsOnline, LLC.Confidential InformalioiAll rights Cesarvea Page 3 of 8 PHONE 972-361-0900 FAX 972-361-0901 'i>LL PRH 800-311-2656 LeadsC�nline 6900 DALLAS PARKWAY,SUITE 825,PLANO,TX 75024 LEADSONLINE.COM submitted by Reporting Business and Law Enforcement Agencies. Data is provided by Reporting Businesses and Law Enforcement Agencies according to the laws and practices enforced in Reporting Businesses' jurisdiction using their proprietary operational software. 4.7 Leads will provide reasonable instructions to Reporting Businesses regarding uploading Data to the Leads' System, but Leads is not responsible for ensuring Reporting Businesses' compliance with Data reporting obligations. 4.8 Agency will not discourage Reporting Businesses from submitting Data via Leads. 5. Term 5.1 This Agreement will become effective as of the Effective Date and remain in effect for three (3) years (the "Initial Term") or until termination by Leads or Agency as described below. 5.2 Neither party is obligated to renew this Agreement. Upon expiration of the Initial Term and any renewal term, Agency may renew this Agreement for an additional one-year term. Mutual agreement to be evidenced by Leads' submission of a valid invoice for the renewal year approximately 60 days in advance of renewal, and Agency's payment of such invoice within 30 days of renewal. 5.3 Following written notice and a 30-day cure period, either party may without further notice, terminate this Agreement if the other party fails to perform any material obligation required under this Agreement. Either party may terminate without providing a cure period if the other party violates any laws, rules or regulations related to this Agreement. 5.4 The parties agree that any continuation of this Agreement from one fiscal year to the next is contingent upon annual fiscal appropriation and lawful approval by Agency's governing entity. Agency may terminate this Agreement by providing 60 days' written notice to Leads prior to the next contract year if funding to make the next scheduled payment is not duly appropriated and authorized. 6. Disclaimer and Indemnification 6.1 EXCEPT FOR THE REPRESENTATIONS SET FORTH IN SECTION 3 OF THIS AGREEMENT, LEADS SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, CUSTOM, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY AND ALL OTHER IMPLIED WARRANTIES AND EXPRESS WARRANTIES (OTHER THAN THOSE SET FORTH HEREIN, IF ANY) WITH RESPECT TO LEADS' SYSTEM. INCLUDING ALL DATA, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH LEADS' WEBSITE, AND ACCEPTED AND/OR USED, "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. 6.2 IN NO EVENT SHALL LEADS BE LIABLE FOR OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DOWNTIME COSTS, LABOR COST, OVERHEAD COSTS OR CLAIMS OF THE REPORTING BUSINESS, ITS AFFILIATES OR ANY OTHER THIRD PARTY, EVEN IF LEADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, Pz i0t F 972-361-0900 `AX 972-361-0901 TOLL-FREE 800-311-2656 Leads11-9 "Inline 6900 DALLAS PARKWAY,SUITE 825,PLANO,TX 75024 LEADSONLINE.COvY AT AN ABSOLUTE MAXIMUM, LEADS' LIABILITY SHALL BE LIMITED TO THE AMOUNT OF MONEY IT IS PAID BY AGENCY. 6.3 Leads shall indemnify, hold harmless, protect and defend Agency 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 Leads' 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. Notwithstanding the foregoing, if the foregoing described losses, liabilities, judgments, costs, expenses, damages and the like arise due to the misuse of the Data or any other breach of this Agreement by Agency, Leads' liability under this paragraph shall be reduced proportionately by the amount of loss, liability,judgment, cost, expense, damage and the like arising due to such misuse or breach by Agency. 7. Miscellaneous 7.1 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, including any act that would be considered force majeure. 7.2 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 either party deems the unenforceable provision to be essential to this Agreement, in which case such party may terminate this Agreement, effective immediately upon notice to the other party. 7.3 Leads reserves the right to disclose any information in response to an official government request or duly authorized subpoena however, before releasing such information, Leads will promptly notify Agency in writing of Leads' receipt of the request or subpoena (if legally permitted); (b) give Agency an opportunity to seek any legal remedies that may be available to maintain the confidentiality of the requested information; and (c) furnish only that portion of the requested information required to be disclosed. If Agency is unable to get a court or legal authority to issue an order quashing the official government request or duly authorized subpoena prior to the deadline for Leads to produce such information, Leads is entitled to comply with the deadline even if Agency has sought legal remedies seeking to maintain the confidentiality of the requested information. 7.4 Any waiver by either party of a breach of any provision of this Agreement by the other party or delay in enforcing any rights shall not operate or be construed as a waiver of any other or subsequent breach. 7.5 This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements and understandings, written or oral, between the parties relating to the subject matter hereof. This Agreement may not be modified, changed or discharged, in whole or in part, except by an agreement in writing signed by both parties. The mere acceptance of any work order, purchase order or other document containing provisions ©2000-2018 LeadsOnline, LLC. Cori riaenticii Information.All rights reserved. Page 5 of 8 PHONE 972-361-0900 FAX 972-361-0901 TOLL-FREE 800-311-2656 LeadsC nline 6900 DALLAS PARKWAY,SUITE 825,PLANO,TX 75024 LEADSONLINE.COM purported to modify or enlarge the obligations or liabilities of either party shall not be construed as acceptance of such provisions. 7.6 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 to this Agreement. The only persons who may enforce or benefit from this Agreement and any rights under this Agreement are Agency and Leads. 7.7 This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to this Agreement shall be the State of Oregon Circuit Court in Washington County, Oregon for state claims or the federal district court for the District of Oregon in Portland for any federal claims. 7.8 Neither party will assign its rights or duties under this Agreement without first providing written notice to the other party with at least 30 days to object to such assignment and in doing so, immediately terminate the Agreement without penalty. 7.9 The following laws of the State of Oregon are hereby incorporated by reference into the Agreement: ORS 27913.220, 279B.230, and 27913.235. 7.10 Leads compliance with Tax Law: All activities conducted by Leads, i.e., providing access to Data via internet connections to its home offices, are all done from facilities, computers and offices maintained in Dallas, Texas. Leads does not maintain any offices, operations, employees or assets in the State of Oregon. Leads represents and warrants to the Agency that: Leads shall to the extent required by law, throughout the term of this Agreement, including any extensions hereof, comply with: (i) All fax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any fax provisions imposed by a political subdivision of the State of Oregon applicable to Leads; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. Leads, for a period of no fewer than six (6) calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All fax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Leads; and ©2000-2018 LeadsOnline, LLC. Con riaenfiai l'� m,ation.Ail rgnts reservea. Page 6 of 8 PHONE 972-361.0900 FAY.972-361.0901 rOU-FLEE 800-311-2656 Leads'-line 6900 DALLAS PARKWAY,SUITE 825,PLANA,Tx 75024 LEADSONUNE.COM (iii) Any rules,regulations,charter provisions,or ordinances that implement or enforce any of the foregoing tax laws or provisions. Leads' failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any political subdivision of the State of Oregon shall constitute a material breach of this Agreement. Further, any violation of Leads' warranty, as set forth in this section shall constitute a material breach of this Agreement. Any material breach of this Agreement shall entiffe the Agency to terminate this Agreement and to seek damages and any other relief available under this Agreement, at law, or in equity. Any Work delivered to the Agency under this Agreement shall be provided to the Agency free and clear of any and all restrictions on or conditions of its use, transfer, modification, or assignment,and shall be free and clear of any and all liens, claims,mortgages,security interests, liabilities, charges,and encumbrances of any kind. 7.11 Leads agrees that no person shall, on the grounds of race, religion, color, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of this Agreement when employed by the Agency. Leads agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes,rules and regulations.Further. Leads agrees not to discriminate against a disadvantaged business enterprise, minority-owned business, women-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.1 10. 7.12 Leads shall obtain and keep in effect of its sole cost during the term of this Agreement comprehensive or commercial general liability insurance covering bodily injury and property damage.This insurance shall include personal injury coverage and contractual liability coverage under this Agreement. The combined single limit per occurrence shall not be less than two million dollars ($2,000,000). The certificate of insurance shall name the City of Tigard,its officials,officers,agents and employees as additional insureds to the extent of Leads negligence. LEADS AGENCY LeadsOnline LLC Tigard Police Department Signature: Signature: Print Name: David K. Finley Print Name: L�- {�. Title: President & CEO Title: OF Ps Llt-E Date: 7 I r� r Date: Address: 6900 Dallas Parkway, Suite 825 Address: 13125 SW Hall Blvd Plano, Texas 75024 Tigard, Oregon 97223 PHONE 972-361-0900 FAX 972-361.09Q1 TOLL-FREE 800.311-2656 Leads Inli ne 6900 DALLAS PARKWAY,SUITE 825,PLANO,TX 75424 LEADSONLINE.COM AGENCY AGREEMENT - Attachment `A' SCOPE OF WORK AND ANNUAL SUBSCRIPTION FEE LeadsOnline System Capability PowerPlus Online reporting system for all pawn/secondhand stores Unlimited accounts/searches for your personnel working your cases V/ Images of property,sellers,vehicles,thumbprints,etc.as reported Legacy data import(from existing in-house database) V/ Updates,training and support for agency personnel and businesses V/ Transaction Monitor—Audit system for reporting compliance Reportlt citizen property inventory system V/ Automated NCIC/stolen property hits Message Inbox(alerts and communication to and from businesses) Daily Stats(hits and statistics for each investigator) Property Hold Management System V/ Nationwide search access Saved (continuous)searches/Email hit alerts 90 eBay First Responder Service Persons of Interest inter-agency suspect information system Suspect variations and associations reports Statement Analyzer Submit lists of known suspects and/or property(file upload) Online reporting System for scrap metal dealers Phone Forensics Search CompStat Mapping System Case Search—Search multiple items looking for potential suspects ✓ 45 Public Classified Ads—Craigslist Total Fixed Annual subscription fee due on July 1,2018 and on or before each anniversary thereof during $q 728 the Initial Term ©2000-2018 LeadsOnline. LL-''.Conrideniie:!ir,lorrnotion.All rights reserved. Page 8 of 8