HomeMy WebLinkAboutGovQA Master Services Agreement for Public Records Requests PlatformGOVOA MASTER SERVICES) AGREEMENT
For GovQA Exchange Platform
THIS MASTER SERVICE(S) AGREEMENT (the "Agreement")
between GovQA, LLC (hereafter "GovQA") with its principal
place of business at 900 S. Frontage Road, Suite 110 Woodridge,
IL, 60517 and the City of Pasco, with its principal place of
business at 525 N. Third Ave., Pasco, WA 99301 ("Customer") is
made effective as of September 2, 2020 ("Effective Date").
1. GOVQA DELIVERY OF SERVICE(S):
GovQA grants Customer a non-exclusive, non -transferable
limited license to access and use the GovQA Service(s) on the
Authorized Website(s) identified in the attached Schedule A in
consideration of the fees and terms described in Schedule A. This
Agreement will also govern all additional Schedules for
Service(s).
2. CUSTOMER RESPONSIBILITIES:
Customer acknowledges it is receiving only a limited license to
use the Service(s) and related documentation, if any, and shall
obtain no title, ownership nor any other rights in or to the
Service(s) and related documentation, all of which title and rights
shall remain with GovQA. However, Customer will retain
ownership of all its data in the system.
Customer agrees that (1) this license is limited to applications for
its own use and may not lease or rent the Service(s) nor offer its
use for others; (2) GovQA is not responsible for content placed
into the Service(s); (3) that the Service(s) will not be used to
capture confidential information, such as social security numbers
or individual financial data or other sensitive data unless deployed
in Fortress; and, (4) that it will maintain the Authorized
Website(s) identified in Schedule A, provide GovQA with all
information reasonably necessary to setup or establish the
Service(s) on Customer's behalf, and allow a "Powered by
GovQA" logo with a hyperlink to GovQA's website home page
on the Authorized Website.
3. SERVICES) LEVELS:
GovQA will use commercially reasonable efforts to backup and
keep the Service(s) and Authorized Website(s) in operation
consistent with applicable industry standards and will respond to
customers' requests for support during normal business hours.
THE SERVICE(S) ARE PROVIDED ON AN "AS IS" BASIS,
AND CUSTOMER'S USE OF THE SERVICE(S) IS AT ITS
OWN RISK. GOVQA DOES NOT WARRANT THAT THE
SERVICE(S) WILL BE UNINTERRUPTED OR ERROR -FREE
OR UNAFFECTED BY FORCE MAJEURE EVENTS.
4. WARRANTY AND LIABILITY:
GOVQA MAKES NO REPRESENTATION OR WARRANTY
AS TO MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE EXCEPT AS OTHERWISE
STATED HEREIN OF THE SERVICE(S) AND SHALL HAVE
NO LIABILITY FOR ANY CONSEQUENTIAL DAMAGES
OF ANY KIND INCLUDING, BUT NOT LIMITED TO, DATA
LOSS AND BUSINESS INTERRUPTION, AND THE
PARTIES AGREE THAT THE ONLY REMEDIES THAT
SHALL BE AVAILABLE TO CUSTOMER UNDER THIS
AGREEMENT SHALL BE THOSE EXPRESSLY SET FORTH
IN THIS AGREEMENT. GOVQA'S LIABILITY UNDER ALL
CIRCUMSTANCES INVOLVED HEREIN THIS
AGREEMENT IS EXPRESSLY LIMITED TO THE AMOUNT
RECEIVED BY GOVQA UNDER THIS AGREEMENT.
5. TERMINATION:
Either party may terminate this agreement without cause if the
terminating party gives the other party sixty (60) days written
notice prior to termination. Should Customer terminate without
cause after the first date of the then current term as defined in the
attached schedule, Customer must pay the balance of the current
contracted term and this payment obligation will immediately
become due.
GovQA may terminate service(s) if payments are not received by
GovQA as specified in Schedule A. All monies associated with
current term will be due immediately.
Upon any termination, GovQA will discontinue Service(s) under
this Agreement; GovQA will provide Customer with an electronic
copy of all of Customer's data, if requested and for a cost of no
more than $2,500; and, the provisions of this Agreement
regarding Ownership, Liability, Confidentiality and
Miscellaneous will continue to survive.
6. INDEMNIFICATION
To the extent allowed by law, each Party agrees to fully
indemnify and hold harmless the other for any and all costs,
liabilities, losses, and expenses resulting from any claim, suit,
action, or proceeding brought by any third party.
7. ACCEPTABLE USE:
Customer represents and warrants that the Service(s) will only be
used for lawful purposes, in a manner allowed by law, and in
accordance with reasonable operating rules, policies, terms and
procedures. GovQA may, upon misuse of the Service(s), request
Customer to terminate access to any individual and Customer
agrees to promptly comply with such request unless such misuse
is corrected.
8. CONFIDENTIALITY:
Each party hereby agrees to maintain the confidentiality of the
other party's confidential and proprietary materials and
information, including but not limited to, all information,
knowledge or data not generally available to the public which is
acquired in connection with this Agreement, unless disclosure is
required by law. Each party hereby agrees not to copy, duplicate,
or transcribe any confidential documents of the other party except
as required in connection with their performance under this
Agreement. Customer acknowledges that the Service(s) contain
valuable trade secrets, which are the sole property of GovQA, and
Customer agrees to use reasonable care to prevent other parties
from learning of these trade secrets or have unauthorized access
to the Service(s). GovQA will use reasonable efforts to ensure that
any GovQA contractors maintain the confidentiality of
proprietary materials and information.
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GOVOA MASTER SERVICE(S) AGREEMENT
For GovQA Exchange Platform
9. MISCELLANEOUS PROVISIONS:
This Agreement will be governed by and construed in accordance Customer:
with the laws of the State of Washington Venue for any legal or
equitable action between the Customer and GovQA which relates Signature:
to this Agreement shall be in the county of Franklin, WA
Print Name:
GovQA may not assign its rights and obligations under this Title:
Agreement, in whole or part, without prior written consent of
Customer, which consent will not be unreasonably withheld.
10. ACCEPTANCE:
Authorized representatives of Customer and GovQA have read
the foregoing and all documents incorporated therein and agree
and accept such terms effective as of the date first written above.
GovQA, LLC
Signature:
Print Name:
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GOVOA MASTER SERVICE(S) AGREEMENT
For GovQA Exchange Platform
SCHEDULE A
Annual Software Subscription Services
ProductUnit Extended
Item Description Quantity Price Price
1D
Exchange Platform with FOIA Module
QA1000
Note: Includes Unlimited Customer Employee Users and One Request Type
1
$7,875
Related to Public Records
QA2000
Hosted Data Storage (GB)*
500
Included
Note: Overage Fees Will Apply
QAI001
Fortress Hosting *
1
Included
QA1002
Redaction License (per named user)*
2
Included
QA2005
Advanced Customer Email Tracking Module*
1
Included
QA2007
Attachment Search *
1
Included
Total Annual Fees
$7,875
One -Time Fees
ProductUnit Extended
Item Description Quantity Price Price
ID
QA5000
Exchange Platform Customer Onboarding
1
Included
QA5001
Online Training — Administrator
I
Included
QA5002
Online Training — Users
2
Included
QA5007
Attachment Search Implementation
1
Included
Total One -Time Fees
$0
*All fees are waived for the period of 8/1/20 — 7/31/21.
I. Service(s) Descriptions:
GovQA Exchange Platform with Public Records Module that captures all requests received via letter, website, email, fax, or
walk-in. Includes a Web Portal to capture public records requests and provide requestors with updates and history of previous
requests and the ability to post completed public records requests to the web for searching via the Public Archive portal.
II. GovQA agrees to the following:
A. One-time setup of public facing page to access GovQA Exchange public facing functions
B. Branding of public facing page to the look and feel of Customer website (or iframe). Future updates are available for
an additional fee of $125/hr.
C. One-time configuration of GovQA Exchange Platform with one request related to the Washington Public Records
Act.
III. Customer agrees to:
A. Hold an implementation joint kickoff meeting with GovQA within 15 days from contract Effective Date
B. Build and execute project plan to be fully implemented within 120 days of the contract Effective Date
IV. Training and ongoing support included in Implementation and Subscription Fees:
A. One online Administrator training
B. Two online training sessions for all users
C. Ongoing support through system videos and knowledgebase
D. Periodic webinars to train and update customers on new features
E. Customer will log ALL ISSUES into the GovQA Support System to receive technical support.
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GQVQA MASTER SERVICES) AGREEMENT
For GovQA Exchange Platform
V. Data: Customer data is owned by Customer. Once 504GB of data storage has been exceeded, data storage is billed in
increments of 500GB over the allotted 500GB and will be assessed an additional monthly fee of $50 and billed in the arrears..
Storage is reviewed annually and is adjusted at the next annual invoice.
VI. VI. Term: The initial term shall be September 2, 2020 to July 31, 2022.. Starting August 1, 2022, the term will
automatically renew for subsequent, annual (12 month) Renewal Terms for all existing services, unless Customer notifies
GovQA in writing of its intent not to extend the term at least sixty (60) days prior to expiration of the then -current term end
date. Renewal Terms shall not increase by more than 15%
VII. Billing: All fees are exclusive of taxes, and for the period of September 2, 2020 through July 31, 2021, GOVQA shall provide
its services as defined in Schedule A free of charge. From August 1, 2021 through July 31, 2022, the fee for a cost of $7,875.
Any subsequent renewal annual terms shall be billed on an annual basis, and due upon receipt of invoice. This secures site,
servers and resources necessary to begin project. If payment is not received within 30 days, GovQA has the right to suspend
all services. Furthermore, invoices accrue 1 % per month past due and customer is responsible for all costs, including attorney
fees, for the collections of invoices.
VIII. Remittance: All payments should be made directly to GovQA. GovQA mailing address for all payments is:
GovQA Accounts Receivable Department
900 S. Frontage Road Suite #110
Woodridge, IL 60517
IX. Customer Contacts:
Ort,anization Name:
Main Contact: Debby Barham
Title: City Clerk
Address: 525 N. Third Avenue
City: Pasco
State: WA
Zi :99301
Work Phone: 509-543-5770
Mobile: 509-537-6998
Fax: n/a
Email: LwjXu
Billing Contact: Sandy Kenworth
Title: Administrative Assistant II
Address: 525 N. Third Avenue
City: Pasco
State: WA
Zip: 99301
Work Phone: 509-543-5757
Mobile:
Fax: n/a
Email:
System Administrator Contact: Jesse Rice
Title: IS Manager
Address: 525 N. Third Avenue
City: Pasco
State: WA
Zi :99301
Work Phone: 509-545-3417
Mobile:
Fax: n/a
Email:
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