HomeMy WebLinkAboutContract 1701 WEB A MASTER SERVICES AGREEMEN ORIGINAL For GovQA FOIA Applications
THIS MASTER SERVICE(S) AGREEMENT (the "Agreement") WebQA may terminate service(s) if payments are not received by
between WEBQA,Inc.("WEBQA")with its principal place of business WebQA as specified in Schedule A.All monies associated to the current
at 900 S.Frontage Road,Suite 110 Woodridge,IL,60517 and the City term will be due immediately.
of Cathedral City, a city with its principal place of business at 68700 Upon any termination, WebQA will discontinue Service(s) under this
Avenida Lalo Guerrero,Cathedral City,California 92234("Customer") agreement;WebQA will provide Customer with an electronic copy of all
is made effective as of June 1,2017("Effective Date") of Customer's data, if requested and for a cost of no more than S2,500;
1. WEBQA DELIVERY OF SERVICE(S): and, provisions of this Agreement regarding Ownership, Liability,
WEBQA grants Customer a non-exclusive, non-transferable, limited Confidentiality and Miscellaneous will continue to survive.
license to access and use the WebQA Service(s) on the Authorized 6. INDEMNIFICATION
Website(s)identified in the attached Schedule A in consideration of the To the extent allowed by law,each Party agrees to fully indemnify and
fees and terms described in Schedule A. This Agreement will also govern hold harmless the other for any and all costs,liabilities,losses,and
all additional Schedules for Service(s). expenses resulting from any claim,suit,action,or proceeding brought
2. CUSTOMER RESPONSIBILITIES: by any third party.
Customer acknowledges it is receiving only a limited license to use the 7. ACCEPTABLE USE:
Service(s) and related documentation, if any, and shall obtain no title, Customer represents and warrants that the Service(s)will only be used
ownership nor any other rights in or to the Service(s) and related for lawful purposes,in a manner allowed by law,and in accordance with
documentation,all of which title and rights shall remain with WebQA. reasonable operating rules, policies, terms and procedures. WEBQA
However,Customer will retain ownership of all its data in the system. may,upon misuse of the Service(s),request Customer to terminate access
Customer agrees that(1)this license is limited to applications for its own to any individual and Customer agrees to promptly comply with such
use and may not lease or rent the Service(s)nor offer its use for others; request unless such misuse is corrected.
(2)WebQA is not responsible for content placed into the Service(s);(3) 8.CONFIDENTIALITY:
that the Service(s)will not be used to capture confidential information of Each party hereby agrees to maintain the confidentiality of the other
any kind such as social security numbers or individual financial data or party's confidential and proprietary materials and information,including
other sensitive data; and, (4) that it will maintain the Authorized but not limited to, all information, knowledge or data not generally
Website(s) identified in Schedule A, provide WebQA with all available to the public which is acquired in connection with this
information reasonably necessary to setup or establish the Service(s)on Agreement, unless disclosure is required by law. Each party hereby
Customer's behalf, and allow a "Powered by GovQA" logo with a agrees not to copy,duplicate,or transcribe any confidential documents of
hyperlink to WebQA's website home page on the Authorized Website. the other party except as required in connection with their performance
3. SERVICE(S)LEVELS: under this Agreement. Customer acknowledges that the Service(s)
WEBQA will use commercially reasonable efforts to backup and keep contain valuable trade secrets, which are the sole property of WebQA,
the Service(s) and Authorized Website(s) in operation consistent with and Customer agrees to use reasonable care to prevent other parties from
applicable industry standards and will respond to customers'requests for learning of these trade secrets or have unauthorized access to the
support during normal business hours. Service(s).WebQA will use reasonable efforts to insure that any WebQA
contractors maintain the confidentiality of proprietary materials and
THE SERVICE(S) ARE PROVIDED ON AN "AS IS" BASIS, AND information.
CUSTOMER'S USE OF THE SERVICE(S) IS AT ITS OWN RISK.
WEBQA DOES NOT WARRANT THAT THESERVICE(S)WILL BE 9. MISCELLANEOUS PROVISIONS:
UNINTERRUPTEDOR ERROR-FREE OR UNAFFECTED BY This Agreement will be governed by and construed in accordance with
FORCE MAJEURE EVENTS. the laws of the State of California.
4. WARRANTY AND LIABILITY: WEBQA may not assign its rights and obligations under this Agreement,
WEBQAMAKES NO REPRESENTATION OR WARRANTY AS TO in whole or part, without prior written consent of Customer, which
MERCHANTABILITY OR FITNESS FOR A PARTICULAR consent will not be unreasonably withheld.
PURPOSE EXCEPT AS OTHERWISE STATED HEREIN OF THE
SERVICE(S) AND SHALL HAVE NO LIABILITY FOR ANY 10. ACCEPTANCE:
CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING, BUT Authorized representatives of Customer and WEBQA have read the
NOT LIMITED TO,DATA LOSS AND BUSINESS INTERRUPTION, foregoing and all Schedules incorporated therein and agree and accept
AND THE PARTIES AGREE THAT THE ONLY REMEDIES THAT such terms effective as of the date first written above.
SHALL BE AVAILABLE TO CUSTOMER UNDER THIS Customer: Wity, for is
AGREEMENT SHALL BE THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. WEBQA'S LIABILITY UNDER ALL Signature: _ ?
CIRCUMSTANCES INVOLVED HEREIN IS EXPRESSLY LIMITED
TO THE AMOUNT RECEIVED BY WEBQA FOR SERVICE(S) Print Name: Charles P. McClendon
UNDER THIS AGREEMENT. Title: City Manager Date:5/18/2 017
5.TERMINATION: WebQA Inc.
Either party may terminate this agreement without cause if the
terminating party gives the other party sixty(60)days written notice prior Signature:
to termination. Should Customer terminate without cause after the first
Print Name: John Dilenschneider
date of the then current term as defined in the attached schedule,
Customer must pay the balance of the current contracted term and this Title: CEO Date:
payment obligation will immediately become due.
5/15/20171 of 3CA-Cathedral City Contract
Party Initials:
WEBQA MASTER SERVICE(S) AGREEMENT
For GovQA FOIA Applications
SCHEDULE A
A. Service(s)Descriptions:
Subscribed Services
GovQA FOIA Service FOIA Request Service platform that captures all requests received via letter,website,
email,fax,or walk-in.Includes the ability to post completed FOIA requests to the web for
searching via the FOIA Public Archive portal.
GovQA FOIA Public Portal Web Portal to capture FOIA requests and provide requestors with updates and history of '
previous requests.
GovQA FOIA Public Archive Provides the ability to post completed FOIA requests to the web for searching via the
FOIA Public Archive portal.
B. WebQA Agrees To The Following Functionality:
(a) One-time setup of Landing Page with Icons and Links to Customer Help areas
(b) Branded labeling of Landing Page to the look and feel of Customer website(or iframe)
(c) One-time setup and load of 25 Answers into knowledgebase
(d) One-time setup of Citizen Portal with branded labeling to the look and feel of Customer website(or iframe)
(e) License and One-time setup of(one)request type related to Freedom of Information Inquiries
(f) Forms and Letter templates: Up to 10 custom letter templates
(g) Future Branding to Customer Website is included once per billable term. Otherwise branding is billed at$95/hr.
(h) Special Implementation Action(Integrations,etc.):None at this time
C.Customer Agrees To:
(a) Hold an implementation joint kickoff meeting with WebQA within 15 days from contract signing.
(b) Build and execute Project Plan to be fully implemented within 120 days of contract signing.
Otherwise there will be an additional cost of$1,000 per every 30 days past that 120 days.
D.Training and Ongoing Support:
(a) One Online Administrator training.
(b) Two Online training session for all users.
(c) Ongoing support through system videos and knowledgebase.
(d) Periodic webinars to train and update customers on new features.
(e) Additional hours of online end-user training,may be purchased at a future date at$125/hr.
(f) Customer will log ALL ISSUES into WEBQA SUPPORT PORTAL at www.sunportga.com to receive technical support.
E.Fees:
Software Subscription Fees
Software License(s) Monthly Cost Annual Cost
GovQA FOIA Services as Described in Section A—Unlimited Users $550 $6,600
Total (Includes all Service(s)upgrades) S550 S6,600
One Time Implementation Costs
GovQA FOIA Implementation Services as Described in Section B $1,900
Total S1,900
Data: Customer data is owned by customer. All document attachment storage is via an Amazon S3 standard storage
account provisioned by WebQA. 100GB of storage is included in the fees set forth above,with every additional 100GB
of storage being assessed a fee of$50/month. Additionally, 100GB per month of document attachment retrieval is
included. Every 100GB over the allotted 100GB of document retrievals per month will be assessed a$50 fee per month.
F.Terms: Billable Term Starting: July 1,2017 Ending:June 30,2018.Upon the expiration of this initial Billable Term,the term will continue
to auto-renew to subsequent annual Renewal Terms unless Customer notifies WEBQA in writing of its intention not to extend the term
at least sixty(60)days prior to expiration of the then current term end date. Annual increases within original Billable Term will not
exceed more than five percent.Renewal Terms will not increase by more than eight percent.
5/15/20172 of 3CA-Cathedral City Contract
Party Initials:
WEBQA MASTER SERVICE(S) AGREEMENT
For GovQA FOIA Applications
G.Billing: All fees are exclusive of taxes,billed on an annual basis at time of contract signing,and due upon receipt of invoice. This secures site,
servers and resources necessary to begin project.If payment is not received by start of the Billable Term,WebQA 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.
H.Remittance:All payments should be made directly to WebQA.WebQA mailing address for all payments is:
WebQA Accounts Receivable Department,900 S.Frontage Road Suite 110,Woodridge,IL 60517
I.Contacts: f
Organization Name: ,(1 d V Gil C I
Main Contact Nally: ': t/ j Title: a a ki
Address:105.--W C°Y1 0 -- Cr r—/2 City:Q(t (dvZ COI State: A Zip: 522J 4
Work Phone:-71p01-7DU32?Lell: — Email: Fax:
ytIre2 t VrdvGtic .5CV
filling Contact Name: Title:
,�(� Address: City: State: Zip:
` Work Phone: Cell: Email: Fax:
61
Secondary Billing Contact Name: Title:
Address: City: State: Zip:
Work Phone: Cell: Email: Fax:
5/15/20173 of 3CA-Cathedral City Contract
Party Initials:
cc ::
WEBOA MASTER SERVICE(S) AGREEMENT,
For GovQA,F014 Applications
THIS MASTER SERVICE(S) AGREEMENT (the "Agreement") WebQA may terminate service(s) If payments are not received by
between.WEBQA;Inc.("WEBQA")with its principal place of business WebQAas Specified in Schedule A.:All monies associated to the current
at 900 S.Frontage Road,Suite 110 Woodridge,IL,60517 and the City term willhe doe immediately.
of Cathedral City,a city with its principal place of business at 68700 Upon any termination,WebQA will discontinue Service(s)under this
Avenida Lab o Guerrero,Cathedral City,California 91234("Cirstemer"). agreement;WebQA will provide Customer with an electronic copy of all
isarade effective as of June 1,2017.(rEffeetive Date".) Of Custintie'r's data,-if requested and for a cost of no more than$2,
1. WEIIQA.
DELIVERY OF SEIIVICE(S): -and.-provisions of this.Agreement regarding Ownership, Liability,
. . . . . .. .. ._ . . .. ..
WEBQA grants Customer a nears/cell:shier nan-transferable, *Plied Confidentiality and Miscellaneous will-con mire to survive.
license,to access and.use the"Wrib0A-Service(s) on the Authorized 6. INDEMNIFICATION
Websitc(s)identified in the attachedEchedule-Ain consideration of the To the extent-allowed bylaw,each Party agrees to fully indemnify and
fees and terns described in Schedule A.This Agreement will also govern hold harmless:the other for any and all co is, losses,and
all additional Sehedulet forService(a). expetitiestesulting from any claim,shit,*Won,or proceeding-brought
2. CUSTOMER FtESPONS1BILITIES: by any third party.
Customer acknowledges it ie.re wing only a limited license to.use the 7. ACCEPTABLE USE
Service(s).and related documerlintibii,if kilY;and shall obtain no title, Customer repretents and Warrants that the Service(s)will only be used
ownership nor any Other rights in or to the Service(s) and'related for lawful purposes,in a manner allowed by law,and in accordance with
documentation,all of which title and rights shall remain with WebQA. reasonable °penning_rules, policies, terms and procedures. WEBQA
However,customer will retain ownership of all its data in the system. may,upon misuse ofthe Service(s),-request Customerto-terminatcaccess
Customer agrees that(I)this license is limited to applications for its own to any individual and Costorter ameba to pronmtly comply with such
use andamy notleassor rent the Service(e)nor offer he use for°thine; request unless such misuse is corrected.
(2)WebQA is not responsible for content placed.into the Service(s);(3) ft.CONFIDENTIALITY:-
that the Service(s)will OM berused to-rapture confidential information of Each party hereby agrees.to maintain the.confidentiality_of the,other
any kind such as social securito,numbers or individual financial data or party's Confidential and proprietary materials and informatiOn,including-
otbet sensitive data; and, (4) that it will maintain the Authorized but not limited m„ all information, knowledge or data not generally
Website(s) identified in Schedule A, provide WebQA with all available to the public which is acquired in 'connection-with this
information reasonably necessary tO Setup or establish the Servicie(s)On Agreement,unless disclosure is toured by law. Each party hereby
Cirstomer's-behalf, and.allow a.'"Powered by GovQA" logo with a agrees not to.copy,duplicate,or transcribe arty confidential documents of
'hyperlinIcta WebQA's Website home page on the Authorized Website. the other party except as required in commotion with their performance
3. SERVICE(S)LEVELS: under this.Agreement. Customer acknowledges that the Service(s)
WEBQA will use commercially reasonable efforts to backup and keep contain valuable trade secrets,which are the sole property of WebQA,
the Service(s).and Authorized Website(s)in operation consistent with and Customer agrees to use reasoprible.care to prevent other parties.flom
.
applicable indnstry Standardsand will respondto customers requests for learning of Mete secrete or have access to the
aupporrduring normal business hours. Service(s).WebQAwill use,reasonable effints to insure that any WebQA
contactors maintain the' confidentiality of proprietary materials and
THE.SERVICE(S)ARE PROVIDED ON AN"AS IS"BASIS,AND information.
CLISTOMER'S USE OF THE SERVICE(S) IS AT ITS OWN RISK,
WEBQA DOES NOT WARRANT THAT THESERVICE(S)WILL BE 9. MISCELLANEOUS PROVISIONS:
UNINTERRUPTEDOR ERRQR.FREE OR UNAFFECTED BY This Agreement will be governed by and'construed in accordance with
FORCE MAJEURE EVENTS, the taws of the State°Kalifornia.
4. WARRANTY AND-LIABILITY: WEBQA may not assign delights and_Obligations under this Agreement.
WEBQAMAKES NO REPRESENTATION.OR WARRANTY.AS TO M.whole'or part,without prior written consent of Customer, which
MERCHANTABILITY OR FITNESS. FOR A PARTICULAR consent.will not be unreasonably withhold.
PURPOSE EXCEPT.AS OTHERWISE STATED HEREIN OF THE
SERVICE(S) AND SHALL HAVE NO LIABILITY FOR -ANY 10, ACCEPTANCE:
CONSEQUENTIAL DAMAGES OF ANY KIND INCLU131NG,BUT Ainhorized representatives of Customer and WEBQA have read the
NOT LIMITED TO,DATA LOSS AND BUSINESS INTERRUPTION, *regains and all Schedules incorporated therein and agree and accept
AND THE PARTIES AGREE THAT THE ONLY REMEDIES THAT such terms effective as of the date first written above.
SHALL BE AVAILABLE TO 'CUSTOMER UNDER THIS
AGREEMENT SHALL BE THOSE EXPRESSLY SET FORTH IN Customer: Ciai;),-:. - Ky., iii 0 is / if
THIS AGREEMENT. WEBQA'S LIABILITY UNDER ALL Signature: If- .a4LA-'!Z A - .1 —.......r-ero■.---
CIRCUMSTANCES INVOLVED HEREIN IS EXPRESSLY LIMITED •
Print Name. Charles P.. McClenclon
TO THE AMOUNT RECEIVED. BY WEBQA FOR SERVICE(S)
UNDER THIS AGREEMENT. Title: C i 'ii, anagedim, ,,,„ 5/ !. -. 9.17
imi■ri
5..TERMINATION: WebQA Inc.. lor411111110
Either party may terminate this agreement .without—cause if the
terminating party gives*tether piny siirty(60)days:Written noticipriat Signature; ,41 ‘ ......._.eik_ ... _
to termination. Should Customer terminate without cause after the-first Print Name:
date of the then current term as'defined in the attached schedule, • n Dilenschneider
'5/1 1911....Gq.—
Colonist must pay the balance of the current-contraeted term and this Tule:, 0 Date:
payment obligation will immediately become due.
5/15/20171 of 3CA,Cathedral City Contract.
Party Initials: