HomeMy WebLinkAbout6027 GOVQA MASTER SERVICE(S) AGREEMENT
For GovQA Exchange Platform
THIS MASTER SERVICE(S)AGREEMENT(the"Agreement") DATA LOSS AND BUSINESS INTERRUPTION, AND THE
between GovQA, LLC (hereafter "GovQA") with its principal PARTIES AGREE THAT THE ONLY REMEDIES THAT
place of business at 900 S. Frontage Road, Suite 110 Woodridge, SHALL BE AVAILABLE TO CUSTOMER UNDER THIS
IL, 60517 and the City of Bremerton, with its principal place of AGREEMENT SHALL BE THOSE EXPRESSLY SET FORTH
business at 345 6`'' Street, Suite 100, Bremerton, WA 98337 IN THIS AGREEMENT. GOVQA'S LIABILITY UNDER ALL
("Customer") is made effective as of September 17, 2019 CIRCUMSTANCES INVOLVED HEREIN THIS
("Effective Date"). AGREEMENT IS EXPRESSLY LIMITED TO THE AMOUNT
OF 2 MILLION DOLLARS.
1. GOVQA DELIVERY OF SERVICE(S):
GovQA grants Customer a non-exclusive, non-transferable 5.TERMINATION:
limited license to access and use the GovQA Service(s) on the Either party may terminate this agreement without cause if the
Authorized Website(s) identified in the attached Schedule A in terminating party gives the other party sixty (60) days written
consideration of the fees and terms described in Schedule A. This notice prior to termination. Should Customer terminate without
Agreement will also govern all additional Schedules for cause after the first date of the then current term as defined in the
Service(s). attached schedule, Customer must pay the balance of the current
contracted term and this payment obligation will immediately
2. CUSTOMER RESPONSIBILITIES: become due.
Customer acknowledges it is receiving only a limited license to
use the Service(s) and related documentation, if any, and shall GovQA may terminate service(s) if payments are not received by
obtain no title, ownership nor any other rights in or to the GovQA as specified in Schedule A. All monies associated to the
Service(s)and related documentation,all of which title and rights current term will be due immediately.
shall remain with GovQA. However, Customer will retain
ownership of all its data in the system. Upon any termination, GovQA will discontinue Service(s)under
this agreement;GovQA will provide Customer with an electronic
Customer agrees that(1)this license is limited to applications for copy of all of Customer's data, if requested and for a cost of no
its own use and may not lease or rent the Service(s)nor offer its more than $2,500; and, provisions of this Agreement regarding
use for others; (2) GovQA is not responsible for content placed Ownership, Liability, Confidentiality and Miscellaneous will
into the Service(s); (3) that the Service(s) will not be used to continue to survive.
capture confidential information of any kind such as social
security numbers or individual financial data or other sensitive 6. INDEMNIFICATION
data; and, (4) that it will maintain the Authorized Website(s) To the extent allowed by law,each Party agrees to fully
identified in Schedule A, provide GovQA with all information indemnify and hold harmless the other for any and all costs,
reasonably necessary to setup or establish the Service(s) on liabilities, losses,and expenses resulting from any claim,suit,
Customer's behalf, and allow a "Powered by GovQA" logo with action,or proceeding brought by any third party arising out of or
a hyperlink to GovQA's website home page on the Authorized in connection with the performance of this Agreement.
Website.
The Parties' obligation to indemnify shall not extend to that
3. SERVICE(S) LEVELS: portion of damages caused by the other's sole negligence.
GovQA will use commercially reasonable efforts to backup and
keep the Service(s) and Authorized Website(s) in operation 7. ACCEPTABLE USE:
consistent with applicable industry standards and will respond to Customer represents and warrants that the Service(s)will only be
customers' requests for support during normal business hours. used for lawful purposes, in a manner allowed by law, and in
accordance with reasonable operating rules, policies, terms and
THE SERVICE(S) ARE PROVIDED ON AN "AS IS" BASIS, procedures. GovQA may, upon misuse of the Service(s), request
AND CUSTOMER'S USE OF THE SERVICE(S) IS AT ITS Customer to terminate access to any individual and Customer
OWN RISK. GOVQA DOES NOT WARRANT THAT THE agrees to promptly comply with such request unless such misuse
SERVICE(S)WILL BE UNINTERRUPTED OR ERROR-FREE is corrected.
OR UNAFFECTED BY FORCE MAJEURE EVENTS.
8. CONFIDENTIALITY:
4. WARRANTY AND LIABILITY: Each party hereby agrees to maintain the confidentiality of the
GOVQA MAKES NO REPRESENTATION OR WARRANTY other party's confidential and proprietary materials and 1
AS TO MERCHANTABILITY OR FITNESS FOR A information, including but not limited to, all information,
PARTICULAR PURPOSE EXCEPT AS OTHERWISE knowledge or data not generally available to the public which is
STATED HEREIN OF THE SERVICE(S)AND SHALL HAVE acquired in connection with this Agreement, unless disclosure is
NO LIABILITY FOR ANY CONSEQUENTIAL DAMAGES required by law. Each party hereby agrees not to copy,duplicate,
OF ANY KIND INCLUDING, BUT NOT LIMITED TO, or transcribe any confidential documents of the other party except
as required in connection with their performance under this do-P3'17arty Initials:
I
GOVQA MASTER SERVICE(S) AGREEMENT
For GovQA Exchange Platform
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 insure that
any GovQA contractors maintain the confidentiality of
proprietary materials and information.
9. MISCELLANEOUS PROVISIONS:
Customer: EtVi '0 c I)refile,(+0 r)
This Agreement will be governed by and construed in accordance Signature: ..��,
with the laws of the State of Washington.
Print Name: e he r-
GovQA may not assign its rights and obligations under this Title: A ate:
Agreement, in whole or part, without prior written consent of (
Customer,which consent will not be unreasonably withheld. GovQA, LLC
Signature: L—.46.144&_ .110�,_
10. ACCEPTANCE:
Authorized representatives of Customer and GovQA have read Print Name: hn Dilenschneider
the foregoing and all documents incorporated therein and agree 9
and accept such terms effective as of the date first written above. Title: • 0 Date:
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Party Initials.
(A/
GOVQA MASTER SERVICE(S) AGREEMENT
For GovQA Exchange Platform
SCHEDULE A
Annual
Core l.ychanwc Platform Subscription Services
Fee
201901 Exchange Platform with Public Records Solution(Includes Unlimited Customer $11,850
Employee Users and Three Request Types Related to Public Records: City, Police, Fire)
201912 Hosted Data Storage(500GB) Included
201906 Fortress Hosting $3,600
201907 Attachment Search $1,800
201905 Invoicing $1,800 I
One-lime Implementation Dees
201925 ' Exchange Platform with Public Records Solution Implementation Waived
201927 1 Online Training—Administrator Included
201928 Online Training—Users(2 sessions) Included
201939 1 Invoicing Implementation Waived
201930 Attachment Search Implementation Waived
Total $19,050
I. Service(s) Descriptions:
GovQA Exchange Platform with Public Records Solution 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 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 three requests related to the Public Records Act
F. Forms and letter templates: Up to 10 custom letter templates
G. Future branding to customer website is included once per billable term. Future updates are available for an additional
fee.
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 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 GovQA SUPPORT PORTAL at www.supportqa.com to receive technical
support.
V. Data: Customer data is owned by Customer. Once 500GB 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. Storage is reviewed yearly
and adjusted at the next annual invoice.
VI. Term: Initial Term of October 1,2019 thru December 31,2020.
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Party Initials
GOVQA MASTER SERVICE(S) AGREEMENT
For GovQA Exchange Platform
VII. Billing: Fees for Initial Term of October 1, 2019 to December 31,2020 shall be$19,050 and shall be due on January 2,
2020. Fees for the renewal term of Jan 1,2021 to December 31,2021 shall be $19,950. Additional renewal terms will
not increase by more than 8%.
VIII. All fees are exclusive of taxes, 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 tees, for the
collections of invoices.
IX. 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
X. Contacts:
Organization Name: CITY OF BREMERTON
Main Contact: ANGELA WOODS Title: CITY CLERK
Address: 345 6Tti STREET, SUITE 100 City: BREMERTON State: WA Zip: 98337
Work Phone: 360 473-5323 Mobile:
Fax: 360 473-5161 Email: CITY.CLERK@CI.BREMERTON.WA.US
Billing Contact: SAME AS ABOVE Title:
Address: City: State: Zip:
Work Phone: Mobile:
Fax: Email:
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Party Initials: