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HomeMy Public PortalAbout100_010_7 21 14 RiskJockey Agreement RISKJOCKEY® SECURE EVIDENCE SHARING AGREEMENT FOR SERVICES THIS AGREEMENT FOR SERVICES ("Agreement") is made and entered into by and between RiskJockey, Inc., a Georgia Corporation ("Company"), and the governmental entity of the City of , Georgia ("Government"), on behalf of the Government's law enforcement agency ("Agency") ("Government" and "Agency" are sometimes together referred to herein as "Government/Agency"). WITNESSETH: WHEREAS, the Company has developed the means by which law enforcement agencies may fulfill open record requests online ("Process"); and WHEREAS, the Process involves providing access to an online application for the Government/Agency to: (a) streamline the evidence sharing/open records process; (b) provide online fee collection; and WHEREAS, the parties hereto desire to enter into this Agreement to provide for implementation of the Process with the Government/Agency to utilize the Process as more particularly described herein; NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, the parties hereto agree as follows: ARTICLE 1. SUMMARY DESCRIPTION OF PROCESS The Company shall provide secure access to authorized Agency representatives to process open records requests and share certain digital evidence online. The Company shall provide secure online access to evidence to legally interested parties for a fee. The Company shall charge convenience fees, as described in Exhibit "A," in addition to open record request fees charged by the Agency. The Company shall collect open records request fees on behalf of the Agency and shall reimburse the Agency on a monthly basis. ©2008-2014 RISKJOCKEY®. PATENT PENDING. ALL RIGHTS RESERVED. PRIVILEGED AND CONFIDENTIAL INFORMATION Any time that the Company receives a request for online evidence or open records, the Company shall immediately notify the Clerk of Council for the City of Tybee Island, along with the person designated by the Chief of Police of the City of Tybee Island to be the person responsible for receiving requests on behalf of the Tybee Island Police Department. ARTICLE 2. COMPANY'S RESPONSIBILITIES Section 2.1. Training. The Company shall provide such training to the Agency as the Company deems necessary for the effective utilization of the Process. Section 2.2. Equipment. The Company shall provide to the Agency, at no cost, the equipment described in Exhibit "B" attached hereto ("Equipment"). Section 2.3. Compliance with Georgia Laws. The Company shall comply with all applicable laws and regulations of the Government/Agency and the State of Georgia including, but not limited to, the following: Open Records Requirements. The Company shall at all times comply with the provisions of O.C.G.A. § 50-18-72 of the Georgia Open Records Act ("Act"). Records Retention. The Company shall store information collected in accordance with mandated requirements of the Government/Agency and the State of Georgia. Section 2.4. Dissemination of Information. The Company shall provide a secure online portal for the dissemination of information by the Agency to ensure compliance with the requirements of the Act and any other applicable laws and regulations. Section 2.5. Fees. The Company shall collect convenience fees and open records request fees, and shall distribute such fees in the amounts and frequencies as described in Exhibit "A." Section 2.6. Form of Evidence Collected. The Company shall make every reasonable effort to accommodate all formats of digital evidence collected by the Agency and shall make reasonable efforts to integrate the Process with Government/Agency records management systems and evidence gathering equipment. Section 2.7. Website Link. The Company shall provide a link to the Company's website from the Government/Agency's website as described in Exhibit "D". 2 ©2008-2014 RISKJOGKEY®. PATENT PENDING. ALL RIGHTS RESERVED. PRIVILEGED AND CONFIDENTIAL INFORMATION Section 2.8. Indemnification. The Company expressly recognizes that any breach on its part of the laws pertaining to open records and criminal investigations may result in potential liabilities to the Government/Agency. To the fullest extent permitted by law the Company shall indemnify and hold harmless, the Agency, the Agency's employees, and Agency's agents and representatives from and against claims damages, losses, expenses, fees, and fines including but not limited to attorney's fees, arising out of or resulting from performance of the Company's duties under this Agreement, provided that such claim, damage, loss or expense is attributable to a breach of the open records law or the law related to criminal investigations, bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, but only to the extent caused by the negligent acts or omissions of the Company, the Company's employees, the Company's agents, the Company's subcontractors, or for anyone for whose acts they may be liable. Notwithstanding the foregoing, where the damages, losses or expenses, including attorney's fees, arising out of a breach of the open records law or law pertaining to criminal investigations, bodily injury to persons, death or damage to property is caused by or results from the sole negligence of the indemnitee, this section shall not be applicable. Such obligation shall not negate, abridge or reduce other rights or obligations of indemnity which would otherwise exist. Section 2.9. Ownership and Control of Records and Data. This Agreement does not convey any ownership or control over the records or data of the Agency, including the records, data, video, and information captured by the Equipment specified in Section 2.2 of this Agreement. The Company shall only have rights to the information, as a member of the public pursuant to the Open Records Act. Notwithstanding the foregoing limitations expressed in this Section, nothing contained in this Section shall abrogate any of the duties placed upon the Agency in complying with the facilitation and procurement of records and digital evidence under this Agreement. ARTICLE 3. AGENCY'S RESPONSIBILITIES Section 3.1. Release of Information for Dissemination. The Agency shall make every reasonable effort to authorize the release of information as quickly as possible. The Company shall not disseminate information without the authorization of the Agency. Section 3.2. Exclusive Arrangement. The Company shall be deemed by the Agency as the exclusive provider of online evidence dissemination and open record request processing for the term of this Agreement, with the exception of the online dissemination of accident/crash reports, if subject to an existing agreement between the Agency and a third party. Notwithstanding this exclusive arrangement, nothing shall prohibit the Agency from lawfully responding to any Open Records Request. 3 ©2008-2014 RISKJOCKEY®. PATENT PENDING. ALL RIGHTS RESERVED. PRIVILEGED AND CONFIDENTIAL INFORMATION Section 3.3. Reports. The Agency shall place the Company name and website address on all accident reports, incident reports and citations, with a description of services provided, to the satisfaction of the Company as provided in Exhibit "C". Section 3.4. Agency Website. If the Agency has a website, in addition to other instructions pertaining to the lawful dissemination of open records and records pertaining to criminal investigations, the Agency shall provide a link to the Company's website as described in Exhibit "D" Section 3.5. Use of Equipment. Agency shall videotape all accident and incident investigations with equipment provided in Exhibit "B". Section 3.6. Storage. The Agency shall store all digital evidence and records in accordance with the record retention requirements pursuant to Georgia law. ARTICLE 4. TERM AND TERMINATION Section 4.1. Term. The initial term of this Agreement shall be from the date of execution through December 31, 2014. Following the initial term, this Agreement shall commence on January 1, 2015 for a period of one (1) year, unless earlier terminated in accordance with this Agreement, and shall be extended automatically thereafter for as long as the parties hereto are satisfied without notification by or to either, so long as such extension shall not exceed fifty (50) years. Section 4.2. Termination. This Agreement may be terminated by either party for any reason upon thirty (30) days prior written notice to the other party of the intended date of termination. ARTICLE 5. ASSIGNMENT This Agreement and any of the rights of the parties hereunder may not be assigned or transferred, except with the prior written approval of the parties. ARTICLE 6. RELATIONSHIP OF PARTIES Nothing contained in this Agreement shall be deemed to create any relationship other than that of an independent contractor between the Company and the Government/Agency. Under no circumstances shall any Company 4 ©2008-2014 RISKJOCKEY®. PATENT PENDING. ALL RIGHTS RESERVED. PRIVILEGED AND CONFIDENTIAL INFORMATION employee or representative be deemed to be an employee or representative of the Government/Agency for any purpose. Under no circumstances shall any official, employee or representative of the Government/Agency be deemed to be an employee or representative of the Company for any purpose. ARTICLE 7. MISCELLANEOUS Section 7.1. Notices. Any notices required to be given hereunder shall be effective if mailed in the United States Mail, certified with return receipt requested, to the following addresses: To the Company: RiskJockey, Inc. 11770 Haynes Bridge Road Suite 205-314 Alpharetta, GA 30009 Attention: Michael A. Connell, President To the Government/Agency: City of Tybee Island Attention: City Manager 403 Butler Avenue City of Tybee Island, Georgia 31328 Section 7.2. Governing Law. This Agreement shall be governed by, interpreted, and construed in accordance with the laws of the State of Georgia, and may not be modified or amended except by written instrument executed by the parties hereto. Section 7.3 Entire Agreement/Amendment. This Agreement contains all the terms and conditions and represents the entire agreement between the parties. There are no understandings, representations, or agreements, written or oral, other than those contained in this Agreement. If for any reason this Agreement shall need to be revised or otherwise amended, then such revision or amendment shall be carried out and agreed to in writing by the parties hereto, and any such revision or amendment shall become a part of the Agreement. All amendments shall either revise specific provisions of the Agreement or shall provide for new provisions to become a part of the Agreement. All other provisions of the Agreement not otherwise affected shall remain in effect and unchanged. Section 7.4. Section Headings. The section headings contained in this Agreement are for reference only and shall in no way define, limit or describe the scope of this Agreement or the intentions of the parties hereto, and shall in no 5 ©2008-2014 RISKJOCKEY®. PATENT PENDING. ALL RIGHTS RESERVED. PRIVILEGED AND CONFIDENTIAL INFORMATION way affect the meaning and interpretation of this Agreement. Section 7.5. Gender and Number. Words of any gender in this Agreement shall be held to include masculine, feminine, or neuter forms and words in the singular shall be held to include the plural, and vice versa, as the context permits or requires. Section 7.6. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the maximum extent permitted by law. Section 7.7. No Waiver. Any delay or omission to exercise any right or power accruing upon default, or any waiver or failure by either of the parties hereto to insist upon the strict performance of any of the requirements and obligations hereunder, shall not be deemed to be a waiver of any other requirement or obligation hereunder, or otherwise restrict the right to insist upon strict performance of any such requirement or obligation. Section 7.8. No Remedy Exclusive. No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each such remedy shall be cumulative and in addition to every other remedy hereunder, now or hereafter existing in law or in equity. Section 7.9. Counterparts. This Agreement may be executed in one (1) or more counterparts, all of which together shall be deemed to constitute one (1) and the same instrument. Section 7.10. Duplicate Originals. Identical copies of this Agreement may be executed by each of the parties hereto, and each such executed copy shall be deemed to constitute an original instrument. One (1) such original Agreement shall be retained by each of the parties to this Agreement. ARTICLE 8. JURISDICTION AND VENUE The Company agrees that any civil action, arbitration or mediation of any dispute arising under this Agreement shall take place only in Tybee Island or Savannah, Chatham County, Georgia. City and Company further agree and stipulate to the jurisdiction and venue of the United States District Court for the Southern District of Georgia, Savannah Division, the Superior Court of Chatham County or the State Court of Chatham County over them and over any civil action arising under this Agreement. 6 ©2008-2014 RISKJOCKEY®. PATENT PENDING. ALL RIGHTS RESERVED. PRIVILEGED AND CONFIDENTIAL INFORMATION ARTICLE 9. APPLICABLE LAWS The Company agrees that it and all of its subcontractors will comply with all applicable legal requirements whether imposed by Local, State or Federal law and, further, will comply with State "SAVE" requirements. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and affixed their seals, this day of 2014. RISKJOCKEY, INC. Name: Michael A. Connell Title: President City of , GEORGIA Name: Jason Buelterman Title: Mayor, City of Tybee Island As approved to form by: Edward M. Hughes, Esq. Attest: 7 ©2008-2014 RISKJOCKEY®. PATENT PENDING. ALL RIGHTS RESERVED. PRIVILEGED AND CONFIDENTIAL INFORMATION EXHIBIT "A" COLLECTION AND DISTRIBUTION OF FEES Open Records Request Fees The Agency shall be entitled to 100% of open records request fees charged by the Agency and collected by the Company. As directed by the Agency, payments will be made to the Agency via check on a monthly basis, or the Agency will direct the Company to use all or a portion of proceeds to purchase public safety equipment on its behalf. Convenience Fees The Company shall be entitled to 100% of the convenience fees for providing online access to evidence including, but not limited to, the following: Per Video $50.00 Per Audio $25.00 Photographs (bulk) $20.00 Per Report $15.00 The nature and amount of convenience fees are subject to change, at the sole discretion of the Company, without approval of the Government/Agency. 8 ©2008-2014 RISKJOGKEY®. PATENT PENDING. ALL RIGHTS RESERVED. PRIVILEGED AND CONFIDENTIAL INFORMATION EXHIBIT "B" EQUIPMENT LIST The Company and Agency will conduct a 30-day test of 14 (fourteen) Vievu Wearable Video Camera Systems at no cost to the Agency. At the end of the 30-day test period, the Company and Agency will make a mutual decision regarding the type of wearable cameras the Company will provide to the Agency; a timeframe for equipping the Agency with 10 (ten) additional Vievu wearable cameras; and service and upgrade options. Should any of the Equipment be lost or stolen, the Agency agrees to reimburse the Company for the full cost of the unit within 15 days. Equipment which becomes damaged or inoperable through normal wear and tear shall be replaced by the Company at no cost to the Agency. Should the Company and/or Agency terminate this Agreement, all equipment shall be returned to the Company. 9 ©2008-2014 RISKJOGKEY®. PATENT PENDING. ALL RIGHTS RESERVED. PRIVILEGED AND CONFIDENTIAL INFORMATION EXHIBIT "C" -'AGE 2 21 2 REMARKS: Vehicle 1 struck vehicle 2 on the back side. Driver of vehicle 1 stated that he was not paying attention and did not realize that vehicle 2 had stopped.Driver 1 stated that he did not have enough time to react and his vehicle struck vehicle 2. Driver 1 stated that he was ok and did not need any medical attention. Driver of vehicle 2 stated that he stopped due to traffic stopping in front of him.Driver 2 stated that his vehicle was struck on the back side by vehicle 1. "'Continued on Next Page INDICATE ON THIS DIAGRAM WHAT HAPPENED INDICATE NORTH I I I I i II ' G-, I i� "'REQUEST VIDEO VIA RISKJOCKEY-COMm CITATIONS-VEHICLE .— CITATIONS-VEHICLE Of 3 FOLLOWING TOO CLOSELY NONE E.*serifa Teeh'eeed Wrlr Ruda Cad. held Cad. Monde& Location al heed Rod Rd Add bladed 1 Gneeruedn)MomensZed Erne Floe CdllYee AI.al Apia UM. 11 1 1 1 1 3 1 2 1 1 I 0 VEX. 1 VER f ' SKID DISTANCE 0 AFTER 0 Wieal of Rorer Hu111➢.rAI000IpuX. I y VEH S 1 VEH P 1 BEFORE Paid of Inid.IContet 12 5 IMPACT 0 0 so Damage To Vehicles 4 4 VEH1 2 VEHS2 D.mage Give NONE Dwner: a V I ;Maim wry N.L.han Vehicle: a C c INJURY ;M EJECT Elp ExTPot e E K e S TREAT Driver P 1 Or Pedestrian p o 2 1 1 2 1 Dccupenl.IlIM below}: Driver S 2 Or Pedestrian 1 0 2 1 5 2 2 LIST NAME FIRST ADDRESS CRT STATE ZIP ,-777%05.20 100024 .KCIX 1011CIX 10001 =IX 10 ©2008-201 4 RISKJOCKEY®. PATENT PENDING. ALL RIGHTS RESERVED. PRIVILEGED AND CONFIDENTIAL INFORMATION EXHIBIT "D" RIsKJ0cKEY® OPEN RECORD REQUESTS 11 ©2008-2014 RISKJOCKEY®. PATENT PENDING. ALL RIGHTS RESERVED. PRIVILEGED AND CONFIDENTIAL INFORMATION