HomeMy WebLinkAboutBusiness Watch Automated Pawn System Contract RJ ?1 D Invoice
Business Watch International
(U.S.) Inc Date Invoice#
7351 Wiles Road, Suite 102
Coral Springs, FL 33067 2019-12-02 32751
IInvoice To
Oak Park Heights Police Dept.
14168 Oak Park Blvd No.
Oak Park Heights, MN 55082
Terms Due Date Make Checks Payable To: 'Business Watch International'
Net 30 Days 2020-01-01
Description Quantity Rate Amount
RAPID Access- 1-19 Sworn Officers- 1 Year 500.00 500.00
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Payment options include:VISA, MasterCard or check. Contact
BWI for information. Invoice Total $500.00
Interest of 2%per annum will be applied to all balances over 30
days outstanding. Account Balance $500.00
Phone#: 1-877-404-3368 E-mail: jwerner@bwiusa.com
MEMORANDUM OF AGREEMENT
BETWEEN THE
Oak Park Heights Police Department
("OPHPD")
-and-
Business Watch International (U.S.) Inc.
("BWI")
Whereas the Oak Park Heights Police Department is responsible for the provision of
law enforcement services in Oak Park Heights, Minnesota; and
Whereas as part of the provision of such law enforcement services, the OPHPD
receives, reviews, and maintains a record of reports received from pawnbrokers,
secondhand metal recyclers, and secondhand stores in Oak Park Heights, Minnesota;
and
Whereas BWI has developed an Internet based Service, called the BWI Regional
Automated Property Information Database (RAPID) system, (the "Service") that enables
the electronic transmission, between the Companies, and the Jurisdiction Department,
of information regarding the purchase or pawn from the public of second-hand goods;
and
Whereas the OPHPD desires to contract with BWI to provide its service to receive the
transaction reports detailing the purchase or pawn of second-hand goods from the
public by the Companies, and to provide an investigative interface for the monitoring of
the transaction data.
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NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Term
The term of the Agreement shall be five (5) years from January 1st, 2020 to
December 31st, 2025 (the "Term").
2. Licensing Fee
All invoices are due and payable within 30 days of invoice in accordance to the
rates outlined in Schedule A below.
3. Failure to Make Payment
In the case of OPHPD's failure to make payment, for a period of 60 days, OPHPD
acknowledges that BWI may disable their access to the Service.
4. Legal Compliance of Electronic Recording of Data
BWI represents and warrants that the Service will contain the information and data
as required by the Statutes and all other current and future federal, state or local
laws. BWI will add any additional information and data as may be requested by the
OPHPD, if reasonably feasible.
5. Bankruptcy or Insolvency
If BWI becomes insolvent or bankrupt or otherwise unable to carry on business and
the service is no longer available through a related or successor company to BWI,
which shall be agreeable to the OPHPD, this Agreement shall be terminated.
6. Reporting to the Service by the Companies
a. The parties agree that after a Company has been selected for participation in
the program by the OPHPD, use of the Service by the Companies will be
mandatory.
b. BWI will provide each Company with remote training and support, and site
access in accordance with the terms of this Agreement, at no cost to the
Company.
7. Provision of Set-Up and Training
a. The OPHPD will provide BWI with a list of Companies which are required to
electronically report transactions to the OPHPD and their respective locations
and hours of operation.
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b. BWI will contact each Company and offer assistance to ensure the Company
is in compliance with the reporting requirements.
c. BWI will provide remote training in the use of the Service to person(s)
identified by the OPHPD and will provide such training at no cost via web
conferences.
8. Provision of Support
BWI will provide the OPHPD and the Companies with a Monday-Friday; 8:00 am
to 5:00 pm (Central Standard Time) help line number for any and all types of
difficulties with the Service. A complete on-line help feature will also be made
available to the OPHPD and the Companies. The OPHPD will be provided with an
emergency contact number for 24/7/365 help desk support on system performance
matters but not including system access related issues such as password
administration.
9. Retention of Transaction Record by the Company
a. BWI shall advise the OPHPD and all Companies in the event the service is
rendered temporarily or permanently inoperable. The OPHPD shall inform
the Companies of the appropriate procedures in order to maintain
compliance in this event.
b. Where feasible, BWI shall seek the OPHPD's prior written approval of the
written notice it will be providing to the Companies pursuant to this section.
c. In the event the service is rendered temporarily or permanently inoperable,
or BWI experiences any form of Service failure, BWI will so advise the
OPHPD and all Companies.
10.Ownership and Limited Use of Information Gathered
The transaction data gathered by BWI will be the sole property of the OPHPD. BWI
shall provide the data to the OPHPD as requested. BWI has the right to access and
utilize the data for the following purposes:
a. Support and Maintenance of the Service.
b. Training of accredited law enforcement personnel and authorized civilian
employees.
c. Demonstrating the system to accredited law enforcement personnel.
d. Integrating or querying or cross referencing by other databases for law
enforcement purposes.
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11.Confidentiality Clause
Secondhand Dealer, secondhand metal recycler, and pawnbroker transaction
records are confidential per the Statutes. BWI agrees to maintain the confidentiality
of all information received from the OPHPD and the Companies. In the event that
BWI receives a subpoena, a Court Order, or other legal service to compel the
production of said information, then BWI shall give written notice of such demand to
OPHPD at least ten (10) days before producing any information, in order to give
OPHPD an opportunity to review and, if necessary, to contest such production.
12.Security Considerations
BWI's software uses 256-bit encryption for data transfer. Individuals employed by
BWI and all other individuals that are not police officers, but who have a legitimate
need to access the service for technical purposes, will meet with the standards of
existing security protocols. BWI will advise the OPHPD of any breach of such
security protocols.
At the request of the OPHPD, BWI will track the use of the service and supply such
reports regarding such use.
13.Liabilities and Indemnities
a. BWI warrants and represents that provision of the service, and any software
or hardware supplied by BWI as part of such provision, will not infringe or
otherwise constitute wrongful use of any copyright, patent, registered
industrial design, trade mark, trade secret or any other right of any third party.
b. BWI shall indemnify and save harmless the OPHPD and all their respective
officers, employees, agents and representatives from and against all loss,
damages, costs, expenses and liability, including reasonable legal fees and
costs, arising from the negligence or willful misconduct of BWI or any of its
agents, suppliers or subcontractors arising from the service.
c. Without limiting the generality of subsection (b), BWI will indemnify the
OPHPD from and against all claims, liability and expenses, including
reasonable legal fees and costs, arising out of any third party claim for
infringement or violation of that third party's intellectual property or proprietary
rights as a result of the use of the service in accordance with this agreement.
d. BWI will maintain in force, at its own expense, general liability insurance
coverage of $1.0 million to address its liability and indemnification obligations
under this agreement and shall provide copies of said insurance to the
OPHPD.
4
e. BWI hereby releases the OPHPD from all claims respecting any loss, damage
or injury any or all of them may suffer with respect to any matter arising from
this Agreement, except when due to the negligence or willful misconduct of
the OPHPD, or its employees.
14.Notices
Any notice required or permitted to be given under this Agreement shall be in writing
and may be given by personal service or by registered mail, postage prepaid, to the
parties as follows:
If to the OPHPD:
Brian DeRosier
Chief of Police / Emergency Manager
Oak Park Heights Police Dept.
14168 Oak Park Blvd No.
Oak Park Heights, MN 55082
651-439-4723
If to BWI:
Mr. Michael Jacobs
Business Watch International (U.S.) Inc.
7351 Wiles Rd
Suite 102
Coral Springs, Florida 33067
15. Miscellaneous
a. Except as otherwise provided in this Agreement, no party may amend this
Agreement, other than by an instrument in writing. The instrument must be
executed by the authorized representatives of both parties.
b. The Parties recognize that a substantial inducement to OPHPD for entering
into this Agreement is the professional reputation, experience and
competence of BWI. Neither the whole nor any interest in, nor any of the
rights or privileges granted under this Agreement shall be assigned,
transferred or encumbered in any way without the prior written consent of
OPHPD. Any such purported assignment, transfer, encumbrance, pledge,
subuse, or permission given without such consent shall be void as to OPHPD.
If OPHPD approves an
assignment or transfer, this Agreement and the covenants and conditions
contained herein shall be binding upon and inure to the benefit of and shall
apply to the permitted successors and assigns of BWI.
5
c. The laws of the State of Florida shall govern this Agreement and all matters
relating to it and any action brought relating to this Agreement shall be
adjudicated in a court of competent jurisdiction in the State of Florida.
d. Each individual executing this Agreement on behalf of a corporation, nonprofit
corporation, partnership or other entity or organization, represents and
warrants that he or she is duly authorized to execute and deliver this
Agreement on behalf of such entity or organization and that this Agreement is
binding upon the same in accordance with its terms.
Oak Park Heights Police Department
Ci CTS a 75
Date i24/1?
Business Watch International (U.S.) Inc.
Date
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Schedule A
Only One Fee will apply to your agency depending on
if you are a contributing agency or query only agency.
1) RAPID Contributing License Fee(annual)
a)$250 per dealer(pawn,secondhand or scrap metal) per year
2) RAPID Query Only License Fee(annual)
Law Enforcement
Government
Product Item Regular Minnesota
Price Discounted
Per Price Per
Year Year
'i'` 1-19 Sworn Officers $1,500 $500
20-29 Sworn Officers $2,000 $1,000
30-49 Sworn Officers $2,500 $1,500
50-99 Sworn Officers $4,500 $2,500
BWI 100-199 Sworn Officers $8,000 $4,500
RAPID
200-299 Sworn Officers $10,000 $8,000
300-399 Sworn Officers $14,000 $10,000
400-499 Sworn Officers $18,000 $15,000
500+ Sworn Officers $30,000 $25,000
Included in price;
• Dealer Data Entry and upload utility for existing store programs
• Store set up and training
• Upgrades that have been developed for other jurisdictions
• NCIC cross-referencing with BWI Smart Match
• Unlimited saved searches
• Unlimited Law Enforcement user licenses
• Monday to Friday 8 A.M.-5 P.M. C.S.T. helpdesk
• Emergency 24-hour helpdesk
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c. The laws of the State of Florida shall govern this Agreement and all matters
relating to it and any action brought relating to this Agreement shall be
adjudicated in a court of competent jurisdiction in the State of Florida.
d. Each individual executing this Agreement on behalf of a corporation, nonprofit
corporation, partnership or other entity or organization, represents and
warrants that he or she is duly authorized to execute and deliver this
Agreement on behalf of such entity or organization and that this Agreement is
binding upon the same in accordance with its terms.
Oak Park Heights Police Department
Date ,';L 4./i?
Business Watch International (U.S. Inc.
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