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Home My WebLink AboutAppriss, Inc. - Crashlogic Services Agreement ,.x —� �"" J. ! •rr •- "�•... r I SS / /��' • _ _ - _ �,-./ 10401 Linn Station Road � i_ �� ! Louisville. KY 40223 -3842 ._ , - _ 502 -561 -8483 800- 818 -0401 j ..� ;, wow .ePPrlss.com CRASHLOGIC SERVICES AGREEMENT -- , • ' `. 'THIS AGREEMENT made effective the 30 day of YUn , 20 / (0 , by and between the - C l-u ti 1 LMiVJ'J I )l t 4 a J taw. , having its principal place of business at ' • - ` - , S'. 30 Al-- GVti hereinafter called "Agency ", and Appriss Inc., a Delaware corporation having offices at c 10401 Linn Station R ad, Louisville, Kentucky 40223 hereinafter called "Consultant." ' WITNESSETH: WHEREAS, the Agency wishes to provide an avenue for the general public to obtain vehicle crash reports online; and WHEREAS, the parties are desirous of entering into a contract for said purposes. r NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter contained the parties agree as • follows: i I. SCOPE OF WORK. Consultant will establish a communication protocol to electronically transfer Agency's historical and prospective crash "reports (the "Crash Reports ") in a timely manner to Consultant for processing. Once the transfer is complete, Consultant will store and update, and otherwise maintain as appropriate, both the electronic image of the Crash Reports (the "Crash Report Images ") and certain data extracted from each Crash Report. Consultant will distribute Crash Report Images on behalf of, and as an agent for, Agency to any person or entity with a proper permissible purpose via the Internet (e- commerce) and other electronic means and distribute data extracted from Crash Reports to certain recipients for their use iri respective vehicle history reports. 2. TERM. Performance of the Scope of Work shall begin as of 7/// / 20 /b_and automatically renew on an annual basis, unless otherwise terminated by the parties under paragraph 9. 3.. CONSIDERATION. There is no consideration due from the Agency under this Agreement; instead, Consultant • 'shall be entitled to collect and retain convenience fees received from the sale of the Agency's vehicle crash reports. - • :4, EXCLUSIVITY. In exchange for the information management and analysis software, the Agency agrees that 'Consultant shall have the sole and exclusive right to sell the Agency's vehicle crash reports online and to distribute data :extracted from the reports- The Agency retains the freedom to fulfill a request for a vehicle crash report pursuant . to State Freedom. of Information laws. 5. COMPLIANCE WITH LAWS; TERMS FOR ANCILLARY SERVICES. Consultant covenants and certifies that it will comply-with all,laws applicable to the performance of the services. 6. GOVERNI.NG LAW.,' , . Th•is'Agreement shall-be construed and interpreted in accordance with the laws of the state of Washington,; and the venue of any brought hereunder shall be in the Superior Court for Yakima County. 7. INDEPENDENT CONTRACTOR STATUS.. ' "Consultant''covenants and-agrees that it will conduct itself consistent with its status, said status being that' of;ai1 -independent contractor and that itself;- its employees or agents will neither hold themselves out as nor claim to be' 'an officer or employee of ,the_ Agency, 'for such purposes as but not limited to Workers' Compensation coverage; Unemployment) Insurance,' Benefits; Social ,,; - Security or Retirement membership or credit. . 8. HOLD HARMLESS; LIMIT OF LIABILITY. Consultant shall at all times hold harmless the Agency, its . officers, and its employees, together with their officers, agents, servants, and employees, from and against any and all liability, losses, claims, suits, causes of action, costs, expenses, damages or judgments or for the defense :EPING COMMUNITIES SAFE AND INFORMED or payment thereof, hased•on an third' partycl'aim,.action or cause of action based on breach of this Agreement by Consultant. Excluding- Consultant's indemnification obligation above, Contractor's liability in any direct • .claim by the Agency shall. not exceed'the amount of convenience fees received by Consultant in connection with :,the sale of the Agency's vehicle crash reports. Under no circumstances shall Consultant be liable for any special,._ consequential indirect, or incidental damages. -" ,;, TERMINATION. This Agreement will have an initial term of one year and shall automatically renew on an annual :basis, unless notice of non - renewal is provided at least 30 days prior to the end of the then - current term. Agency's First -Year Right of Termination: Agency may terminate at any time during the one -year initial term upon 30 days ;t- .written notice to Appriss. Upon receipt of written notice of termination, the Consultant shall immediately cease all ' work under this Agreement and each party will remit any uncontested outstanding funds, if any, due to the other under this Agreement. Consultant shall have the right to retain any crash reports in its possession following termination of this Agreement and continue to use and resell them or the data contained therein for lawful purposes. 10. COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 11. AMENDMENTS. This Agreement may be amended, modified or extended only by written instrument duly authorized and executed by the parties with the same formality as this Agreement. 12. NOTICES. Any notice or consent required or permitted to be given pursuant to this Agreement shall be given to the respective parties in writing, by ordinary, first class mail or otherwise delivered to the addresses listed above, or any other addresses the parties may from time to time designate. Notices and consents, which are sent by mail, shall be deemed received by the other party five (5) days following their deposit in the U.S. Mail. Consultant agrees to accept service of process at the address listed above in any action brought by the Agency pursuant to this Agreement. 13. MERGER CLAUSE. The parties agree the foregoing and the attached exhibits constitute the entire Agreement between the parties and shall supersede any verbal statements or other writings, except an amendment, mutually agreed upon between the parties and in writing and designated as an amendment to this Agreement, shall supersede or vary the positions herein. 14. PAYMENTS. Amount Agency will receive for each full Crash Report sold by Appriss: $ 2.00 15. PUBLIC RECORDS ACT. This Agreement and all public records associated with this Agreement shall be `..t: available from the Agency for inspection and copying by the public where required by the Public Records Act, .Chapter:42.56 RCW (the "Act "). To the extent that public records then in the custody of the Consultant are needed for the••Agency to respond to a request under the Act, as determined by the Agency, the Consultant agrees to make . ' them available to the Agency. If the Consultant considers any portion of any record provided to the Agency' under' this Agreement, whether in electronic or hard copy form, to be protected from disclosure under law, .the. Consultant shall'clearly identify any specific information that it claims to be confidential or proprietary. If the ,Agency,receives . a request;.under the Act to inspect or copy the information so identified by the Consultant and the Agency determines that release of the information is required by the Act or otherwise appropriate, the Agency's sole obligations shall be to notify the Consultant (a) of the request and (b) of the date that such information will be released to•'tlie•requester unless the Consultant obtains a court order to enjoin that disclosure pursuant to RCW 42.56.540. If the Consultart fails to timely ,obtain a court o rder enjoining disclosure, the Agency will release the requested information on the,date specified:' • The Agency has, and by this section assumes,.no obligation on behalf of the Consultant to claim any exemption from disclosure under the Act. The Agency shall not be liable to the Con for releasing records not clearly identified by the Consultant as confidential or proprietary. The Agency shall not be liable to the for any records that the Agency releases in compliance with this section or in compliance with an= order of a court of competent jurisdiction. :EPING COMMUNITIES SAFE AND INFORMED r " IN- WITNESS WHEREOF; the„ parties' hereto, have executed this Agreement the day and year first above written. _, CITY OF YAKEVIN :: `: . 200 South'Thi'rd- Street Yaki WA • SIGN: , 06 1( 4/ }= PRINT: C TITLE: V1 f(' YI (n DATE: (.0 ( 2s( I 1p CITY CONTRACT NO: 2oi-& 12 RESOLUTION NO:, h ( 4 APPRISS INC. 10401 Linn Station Road Louisville, KY I SIGN: . 4 PRINT: ihornots R. TITLE: E kec ague V ce Pes -1 DATE: L /30 /I to :EPING COMMUNITIES SAFE AND INFORMED Appendix A: Appriss Crashlogic Agency Contact Information (Required to Activate your Account) Agency Contact Information Name: Jeannett Mora, Police Svcs Manager Work #509 - 575 -6201 Main Email :Jeannett.Mora @yakimawa.gov Cell #509 -424 -0702 Contact IT Contact Name: Brian Buchert, Application Specialist Work #509 - 576 -6523 Email: Brian.Buchert@yakimawa.gov Cell # Records Name: Moraima Verstrate, Records Lead Work #509 - 576 -6312 Lead Email: Moraima.Verstrate @yakimawa.gov Cell # JX Admin Name: Not Applicable Work # NA (must be a sworn officer Email:NA Cell # NA of agency) CrashLogic Implementation Information Agency ORI: WA0390500 Total # of crash reports for previous year: 2105 RMS Vendor: Spillman and Sector Crash Reporting Software Washington SECTOR Does your agency submit crash reports electronically to the state? Yes X No State Washington County Yakima Time Zone: Pacific Time Zone 1