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HomeMy WebLinkAboutexhibit1PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this day of , 2005 (but effective January 1, 2005), by and between the City of Miami, a municipal corporation of the State of Florida ("City") and ACCURINT (Seisint, Inc.), a Florida corporation ("Provider"). RECITALS: A. The City has issued a Request for Letters of Interest ("RFLI") for the provision of On -Line Service for Public Records Research ("Services") for the Police Department (the "Department") and the Provider has been deemed qualified for the provision of the Services. The RFLI and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are by this reference incorporated into and made a part of this Agreement. B. The Commission of the City of Miami, by Resolution No. 04-0549, adopted on September 9, 2004, approved the selection of Provider and authorized the City Manager to negotiate an Agreement, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: TERMS: 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shall be for an initial one-year period commencing on the effective date hereof. CSC..' 3. OPTION TO EXTEND: The City shall have three option(s) to extend the term hereof for a period of one (1) year each, subject to availability and appropriation of funds. 4. SCOPE OF SERVICE: A. Accurint (Seisint, Inc.) provides nationwide public record information, retrieval and related services (the "Accurint Services") using Seisint's proprietary and licensed databases and information, as listed on Appendix "B". The City hereby subscribes to the Accurint Services, and Seisint hereby grants to Agency a license to use the Accurint Services solely for law enforcement uses. 5. PERFORMANCE: Provider will use reasonable efforts to compile the information gathered from selected public records and other sources used in the provision of the Accurint Services; provided, however, that the City accepts all information "AS IS." The City hereby acknowledges and agrees that Seisint obtains its data from third party sources, which may or may not be completely thorough and accurate, and that the City shall not rely on Seisint for the accuracy or completeness of the information provided by the Accurint Services. 6. COMPENSATION: A. The amount of compensation payable by the City to Provider shall be based on the rate of $85.00 per user, per month. Each user will have unlimited web access to Accurint searches detailed in Appendix""A". However, the total amount of compensation paid for said Services by the City shall not exceed $50,000 per year. B. Unless otherwise specifically provided payment shall be made within forty-five (45) days after receipt of Provider's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. PSA-OnLi nePublicRecordsResearch-Accurint 7. INTELLECTUAL PROPERTY: The City agrees that the City shall not reproduce, retransmit, republish or otherwise transfer for any commercial purpose any information that the City receives from the Accurint Services, other than as permitted by this Agreement. The City acknowledges that Seisint (and/or Seisint's third party data providers) shall retain all right, title and interest in and to the data and information provided by the Accurint Services, under applicable contractual, copyright and related laws, and the City shall use such materials consistent with Seisint's interests and notify Seisint of any threatened or actual infringement of Seisint's rights. 8. USE LIMITATIONS: The City agrees that it will use the Accurint Services only in the perfoizuance of, or in furtherance of, law enforcement activities, including without limitation, criminal investigations, witness locations, and other purposes reasonably related to provision of law enforcement by the City, 9. PAYMENT OF FEES: The City shall be responsible for payment for all services obtained through the City's access identification code, whether or not such code is used by the City or a third party, whether with or without the City's consent. The City shall pay Seisint for all charges incurred for the use of the Accurint Services on a monthly basis, and the City agrees to be electronically invoiced for those charges. At the City's request, paper invoices can be mailed via the United States Postal Service at a cost of Ten Dollars ($10) per month, which will be included in the City's monthly invoice as an additional itemized charge. All payments are due within 45 days of the date of invoice for the Accurint Services. The City understands that it will be notified via electronic mail regarding all unpaid balances due. The City shall pay interest at a rate of eighteen percent (18%) per annum from the date due on any charges not paid by the payment due date. All remittances shall be sent to Seisint, Inc., P,O. Box 538380, Atlanta, PSA-OnLinePublicRecordsResearch-Accurint Georgia 30353-8380. Seisint reserves the right to terminate this Agreement and the right of the City to use any information provided hereunder with prior notice to the City upon any non- payment of fees by the date due. 10. ASSIGNMENT: The license granted to the City to use the Accurint Services may be not assigned by the City, in whole or in part, without the prior consent of Seisint. This Agreement shall not be assigned by Seisint, in whole or in part, without prior written consent of the City, in the City's sole discretion. 11. DISCLAIMER OF WARRANTIES: SEISINT DOES NOT MAKE AND HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED WITH RESPECT TO THE ACCURINT SERVICES AND INFORMATION PROVIDED THEREBY. SEISINT DOES NOT GUARANTEE OR WARRANT THE CORRECTNESS, COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE ACCURINT SERVICES OR THE COMPONENTS THEREOF OR INFORMATION PROVIDED THEREUNDER. 12. SURVIVAL OF AGREEMENT: Provisions hereof related to (a) the use of the Accurint Services information and data by the City, (b) the payment for the Accurint Services, and (c) the disclaimer of warranties by Seisint, shall survive any termination of the license to use the Accurint Services. 13. AUDIT: The City understands and agrees that in order to ensure compliance with applicable law, Seisint will contact the City to provide documentation of executed searches that have been identified as sensitive, affecting national security. Such audit will be performed only when legally permissible, and in accordance with such laws regarding confidentiality of criminal investigations as may govern the City's dissemination of such information. The P SA-OnLinePublicRecordsResearch-Accurint City agrees to cooperate fully with any and all investigations when legally permissible. In order to conduct an audit, Seisint shall contact the City's contract administrator with the audit request regarding such a search. The City's contract administrator will need to respond to the audit to verify whether the search was performed for a lawful law enforcement purposes. If the search was not performed for lawful purposes, then it shall be a violation of the Agreement. Violations discovered in any review by Seisint will be subject to immediate action including, but not limited to, termination of the license to use Accurint ("Seisint") Services, legal action, and/or referral to federal or state regulatory agencies. Seisint will not be conducting on -site audits of the City's searches. 14. DEFAULT: If a party fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then said party shall be in default. Upon the occurrence of a default by Seisint, in addition to all remedies available to it by law, the City may immediately, upon written notice to Seisint, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Seisint while Seisint was in default shall be immediately returned to the City, Seisint understands and agrees that termination of the Agreement under this section shall not release Seisint from any obligation accruing prior to the effective date of termination. Should Seisint be unable or unwilling to commence to perform the Accurint Services due to Seisint's fault and not causes beyond Seisint's reasonable control within the time provided or contemplated herein, then, in addition to the foregoing, Seisint shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the Agency in the re -procurement of the Services, including consequential and incidental damages. PS A-OnLineP ubl icRecordsResearch-Accurint 15. ATTORNEY FEES: The prevailing party in any action brought pursuant to the terms and conditions of this Agreement shall be entitled to receive from the other party such reasonable fees and costs expended by such party in the action, including appellate fees and cost (if any). 16. AWARD OF AGREEMENT: Seisint represents and warrants to the City that it has not employed or retained any person or company employed by the Agency to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or connection with, the award of this Agreement. 17. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. If to Seisint: If to City: Kenneth Schwartz General Counsel Seisint, Inc. 6601 Park of Commerce Blvd. Boca Raton, Florida 33487 With copies to: Jorge L. Fernandez City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 Joe Arriola, City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133-0708 John F. Timoney Chief of Police City of Miami Police Department 400 N.W. 2 Avenue Miami, Florida 33128 PS A-OnLinePubbicRecordsResearch-Accurint 18. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 19. ENTIRE AGREEMENT: This Agreement contains the entire agreement by and amongst the parties hereto, and any part or future agreement, expression or representation not reduced to writing and duly acknowledged by the signatures of authorized representatives of the parties hereto shall be of no effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officials thereunto duly authorized, this the day and year above written. "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Joe Arriola, City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Jorge L, Fernandez Dania F. Carrillo City Attorney Risk Management Administrator PSA-OnLinePublicRecordsResearch-Accurint ATTEST: John M. Byrne Corporate Counsel K04-00521 "Seisint" Seisint, Inc. a FkS - c4rporation 41fin ickwP Q. q ti nt- Accurint PSA-OnLinePublicRecordsResearch-Accurint