HomeMy WebLinkAboutAGMT - Docview, LLC (Electronic storage & dissemination of PD images) SERVICES AGREEMENT
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City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
DOCVIEW, LLC
- 5801 W. Michigan Suite D, Lansing MI 48917
866-394-0832
This Service Agreement ("Agreement") is effective February 1, 2013 between
DOCVIEW, LLC ("Docview"), a Michigan limited liability company, of 5801 W Michigan
Ave. Ste. D, Lansing, Michigan 48917, and the City of Seal Beach ("City"), a California
charter city, 211 — 8th Street, Seal Beach California 90740. Docview and City are each
a "party" and are collectively referred to as the "parties.
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RECITALS
1. Docview provides electronic storage and transmittal of traffic crash reports and
other report images for dissemination to individuals, insurance companies,
public service departments, courts and other public agencies, companies, and
third parties.
2. City wishes to utilize Docview's services for dissemination of its traffic crash
report images, crime images or any other image that the parties agree to.
AGREEMENT
In consideration of this Agreement's covenants and agreements, the parties agree as
follows:
1. Data Transmission. City agrees to transmit daily, either by scanning, facsimile or
other electronic method, traffic crash report images ("Images") to DOCVIEW's
eCommerce system, except on Saturdays, Sundays or any holiday in which
City's employees assigned to transmitting Images are not working. City is
responsible for complying with federal, state and local laws, ordinances,
regulations and will conduct proper due diligence in protecting the identity of any
individuals listed in the Images, including but not limited to refraining from
transmitting the Images, or by redacting personal or confidential information
contained in the Images before transmittal.
2. Equipment. For the purpose of faxing or scanning paper reports, Docview agrees
to deliver to City certain equipment for transmitting Images to Docview on or
before February 1 , 2013 described as follows: a) a Panasonic KV-S1025C
scanner (or equivalent scanner if City has 1,000 or more Images per calendar
year); or b) a Hewlett Packard 1040 Fax machine (or equivalent fax machine if
City has less than 1 ,000 Images per calendar year). If City is exporting existing
images, DOCVIEW LLC will install the proprietary DocLink software to facilitate
the exporting process.
3. Compensation. Docview will pay compensation to City of $40.00 for each Image
purchased by any entity or individual from its eCommerce system. The parties
agree that any law enforcement agencies have free access to the Images and
Docview will not pay compensation for those Images. Docview will remit
compensation to City via check or direct deposit within forty-five (45) days of the
electronic download of the Images. City is allowed to provide copies of the
Images directly to third parties and in its discretion, charge the recipient any fee
deemed appropriate.
4. Storage. Docview will maintain the Images for a minimum of five (5) years from
the initial transmittal date. Docview may permanently delete Images older than
five (5) years without prior notification to City. City agrees that Docview's
eCommerce system is not the official repository of City's Images.
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5. Insurance Companies. City agrees that it will direct all insurance companies to
Docview for copies of Images.
6. Equipment Failure. Docview agrees to provide a replacement scanner
(Panasonic KV-S1025C scanner or equivalent scanner) or a replacement fax
machine (Hewlett Packard 1040 or equivalent machine) if either fails to function
properly within the first thirty (30) days of use.
7. Performance. The parties agree to use their best efforts to fulfill or meet all
conditions and contingencies of this Agreement and to meet all of their
performance obligations imposed under the terms of this Agreement. Neither
party shall be considered in default or be liable for any failure to perform or delay
in performing any provisions of this Agreement in the customary manner to the
extent that the failure or delay shall be caused by any reason beyond its control,
including fire, explosion, hostilities or war (declared or undeclared); striking or
work stoppage involving either party's employees or governmental restrictions;
transportation shortage; or other causes beyond either party's control; provided
that the party declaring force majeure shall give notice to the other party promptly
and in writing of the commencement of the condition, the nature, and the
termination of the force majeure condition. The party whose performance has
been interrupted by such circumstances shall use every reasonable means to
resume full performance of this Agreement as promptly as possible.
8. Term/Termination of Agreement. This Agreement is effective for one (1) year
from the effective date provided above. Docview and City each reserves the right
to terminate this Agreement upon thirty (30) days advance written termination
notice to the other party. If either party terminates the Agreement within the first
year, all equipment provided to City must year be returned within thirty (30) days
of the termination notice. This Agreement will be extended for succeeding one (1)
year periods unless either party notifies the other in writing at least thirty (30)
days before the Agreement's anniversary date. Docview will provide an electronic
copy of the Images within thirty (30) days of the termination date upon City's
written request.
9. Data Sharing. City agrees to allow Docview to share vehicle identification
numbers and other crash data with Docview's business partners. Docview
represents that personal or confidential information concerning drivers,
passengers, owners, witnesses or other involved parties contained in the Images
is not disclosed to Docview's business partners.
10. User Login Prohibition. City is prohibited from allowing any person not employed
by City from utilizing City user logins Docview provides to City that allow access
to Docview's eCommerce system. Docview must approve any exceptions to this
policy in writing.
11. Confidentiality. The parties agree to take all reasonable steps to ensure that
confidential information each obtains from or about the other and confidential
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information in any Images transmitted under this Agreement will remain
confidential and will not be disclosed or revealed to outside sources. The parties
agree that this Agreement and all of its terms will not be revealed to the public or
any third-parties unless and until both parties agree in writing.
12. Consequential Damages. DOCVIEW SHALL NOT BE LIABLE, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOR ANY LOST
REVENUES OR PROFITS OR OTHER SPECIAL, INDIRECT, INCIDENTAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND
REGARDLESS OF THEORY OF LIABILITY, EVEN IF DOCVIEW HAS, OR
SHOULD HAVE HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, OF
THE POSSIBILITY OF SUCH DAMAGES.
13. Mutual Indemnification. Each of the parties will indemnify and hold the other
harmless against all losses, damages, costs, and expenses, including
reasonable attorney fees, resulting from their respective breach of any warranty,
representation, or covenant contained in this Agreement.
14. Miscellaneous. The parties agree as follows:
a. Severability. Any portion of this Agreement which is prohibited by the laws
of any country or state shall be ineffective only to the extent of that
prohibition without invalidating the remaining provisions of this Agreement.
b. Waiver. The failure or delay of either party to enforce, at any time or for
any period of time, any provision of this Agreement or any right or remedy
available at law or equity shall not be construed to be a waiver of that
provision or of any available right or remedy.
c. Assignments. This Agreement may be assigned by Docview without the
written consent of the other.
d. Governing Law. The rights and liabilities of the parties shall be determined
under California law without regard to conflict of laws principles.
e. No Agency. This Agreement does not in any way create the relationship of
principal and agent, joint-venture or partnership between the parties or
any other form of association which would impose on any party liability for
the act or failure to act of the other party or parties and under no
circumstances shall one party be considered to be the agent of the other
party. Neither party shall act or attempt to act, or represent itself, directly
or by implication, as an agent of the other party or in any manner assume
or create, or attempt to assume or create, any obligation on behalf of, or in
the name of, the other party.
f. Headings. The various section headings are inserted for purposes of
reference only and shall not affect the meaning or interpretation of this
Agreement or its provisions.
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RESOLUTION NUMBER 6344
A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
APPROVING AN CONTRACT WITH DOCVIEW FOR POLICE
DEPARTMENT ONLINE TRAFFIC ACCIDENT REPORTS
THE CITY COUNCIL HEREBY RESOLVES AS FOLLOWS:
SECTION 1. The City Council hereby approves that certain agreement dated
February 1, 2013 between the City of Seal Beach and Docview, LLC regarding
online distribution of traffic accident report("Agreement").
SECTION 2. The City Council hereby authorizes and directs the City Manager to
execute the Agreement on behalf of the City.
SECTION 3. The City Clerk shall certify to the passage and adoption of this
resolution.
PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a
regular meeting held on the 14th day of January , 20.13 by the following vote:
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AYES: Council Members . )./he !. OP ' ,., i ,i.i a - 1 d_ .
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NOES: Council Members " / rt./
ABSENT: Council Members /L,4tj
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ABSTAIN: Council Members /L77./ / I iL
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ATTEST: .,oavuiuito Cy,,
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STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Linda Devine, City Clerk of the City of Seal Beach, do hereby certify that the
foregoing resolution is the original copy of Resolution Number 6344 on file in
the office of the City Clerk, passed, approved, and adopted by the Seal Beach
Ci ty Council at a regular meeting held on the 14th_day of January ,2013.
Ci Clerk
g. No Third Party Beneficiaries. This Agreement has been entered into solely
for the benefit of the parties that have executed it, and does not confer any
benefit or enforceable right upon any other party or entity. Accordingly, no
party or entity that has not executed this Agreement shall have any right to
enforce any of the provisions of it.
h. Successors. This Agreement shall be binding upon and inure to the
benefit of the parties and permitted assigns.
Entire Agreement. This Agreement contains the parties' entire
understanding and agreement regarding the subject matter.
j. Amendments Only in Writing. No amendment, modification, waiver or
discharge of this Agreement or any provision of this Agreement shall be
effective against either party unless the parties have consented in writing. —
k. Notice. All notices or other communications required or permitted under
this Agreement shall be made in writing and shall be deemed given:
(i) upon hand delivery; (ii) on the next business day when sent by
commercial overnight courier with written verification of receipt; or
(iii) upon delivery by certified or registered mail. Notice to City shall be
addressed to the attention of the City Manager.
Corporate Authority. The person executing this Agreement on behalf of
Docview warrants that he or she is duly authorized to execute this
Agreement on behalf of said Party and that by his or her execution, the
Docview is formally bound to the provisions of this Agreement.
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DOCVIEW: City:
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Signature: 1LCv, ,li�k�cc�c' Signature; ! ! . Arj
Name: 1�..� /91.4 j Name: • Jill R.-Ina -
Title: /f1 4.v4 S,-, /et 2i'no, Title: City Manager
Date: /- - Date: I ( I (1 ( ° 13
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