Loading...
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. Nar<v Initial~: 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: N `�r� c-�I CZfa-r�iv 1045 j)121'C— Lvz-- Date: I 2D — ��G Y �►'so'� �N'1 F71 �.(�L. �KLV►G.II� Title: Co Date: '1,A&'ZC+ Partv Initials: 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. Party Initials: )/?//. 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: Parry lnitialw /PCV