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026-16 - WEBQA, Inc. - ContractContract No. 0 6-16 WEB A MASTER SBRVICE(& AGREEMENT For G.ovQA F01A Applications THIS MASTER SERVICE(S) AGREEMENT (the "Agreement") Customer must pay the balance of the currerrt contracted term and this between WEBQA, Inc. ("WE13QA") with its principal plane of business payment obligation will immediately become due. at 900 S. Frontage Road, Suite I10 Woodridge, IL, 60517 and the City WebQA may terminate service(s) if payments are not received by of Port Orchard, a city with its principal place of business at 216 WebQA as specified in Schedule A. All monies associated to the Prospect St., fort Orchard, Washington 98366 ("Customer") is made current term will be due immediately. effective as of April 1, 20I6 (°`Effective )Jake".) 1. WEBQA DELIVERY OF SERVICE(S): WEBQA grants Customer a non-exclusive, non -transferable, Iimited license to access and use the Web Service(s) on the Authorized Website(s) identified in the attached Schedule A in consideration of the fees and terns 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 WebQA. 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) WebQA is not responsible. for content placed into the Service(s); (3) that the Service(s) will not be used to capture confidential information of any kind such as social security numbers or individual financial data or other sensitive data; and, (4) that it will maintain the Authorized Website(s) identified in Schedule A, provide WEBQA 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 WebQA's website home page on the Authorized Website. 3. SERVICE(S) LEVELS: WEBQA 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. WEBQA DOES NOT WARRANT THAT THE SERVICE(S) WILL BE UNINTERRUPTED OR ERROR -FREE OR UNAFFECTED BY FORCE MA.IEUR.E EVENTS, 4. WARRANTY AND LIABILITY: WEBQA 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 L NDER THIS AGREEMENT S14ALL BE THOSE EVRESSLY SET .FORTH IN THIS AGREEMENT. WEBQA'S LIABILITY UNDER ALL CIRCUMSTANCES INVOLVED HEREIN IS EXPRESSLY LIMITED TO THE AMOUNT RECEIVED BY WEBQA FOR SERVIC) (S) 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, Upon any termination, WebQA will discontinue Services) under this agreement; WebQA will provide Customer with an electronic copy of all of Customer's data, if requested and for a cost of no more than $1,500; and, provisions of this Agreement regarding Ownership, Liability, Confidentiality and Miscellaneous will continue to survive. 6. INDEMNIFICATION Subject to all privileges and immunities from liability available for the State of Washington, the Customer agrees that it is separately responsible for any and all costs, liabilities, injuries or claims that arise as a result of the negligent actions or omissions of its employees or agents, wherever they may occur. 7. ACCEPTABLE USES Customer represents and warrants that the Service(s) will only be used for lawful purposes, in amanner allowed bylaw, and in accordance with reasonable operating rules, policies, terms and procedures. WEBQA 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. WebQA acknowledges that Customer is subject to the Public Records Act (chapter 42.56 RCW). 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 WebQA, 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). WebQA will use reasonable efforts to insure that any WebQA contractors maintain the confidentiality of proprietary materials and information. 9. WSCELLANEOUS PROVISIONS: This Agreement will be governed by and construed in accordance with the laws of the State of Washington and venue will be in Kitsap County Superior Court. WE13QA may not assign its rights and obligations under this Agreement, in whole or part, without prior written consent o f Customer, which consent will not be unreasonably withheld. 3/9/2016 1 of 4 WebQA Master Services Agreement - Port Orchard WA-160309 Party Initial WEB A MASTER SERVICE S AGREEMENT For GovQA FOIA Applications 10. ACCEPTANCE: Customer: P rcbard, WA Authorized representatives of Customer and WEBQA have read the foregoing and all Schedules incorporated therein and agree and accept Signature: --- such terms effective as of the date first written above. Print Name; -- -- . Title:E'Dqt / WebQA Inc. a Signature: Print Name; J hn Dilenschneider Title: Date: 1 ATTEST -- Brandy' Rinearson, I M'C, City Clerk 3/9/2016 2 of4 WebQA Master Services Agreement - Port Orchard WA-160309 Party lnitia WEBA MASTER. SERVICE SAGREEMENT For GovQA F01A Applications SCHEDULE A A. Service(s) Descriptions: Sabscribel Services GovQA I+OIA, Service FOIA Request Service platform that captures all requests received via letter, website, email, fax, or wain -in. Includes the ability to post completed FOIA requests to the web for searching via the FOIA Public Archive portal, GovQA F01A Public Portal Web Portal to capture FOIA requests and provide requesters with updates and history of previous requests. GovQA FOIA Public Archive provides the ability to past completed FOIA requests to the web for searching via the FOIA Public Archive tortal. GovQA Social Media Archive The GovQA Social Media Archive Service provides an archive and retrieval platform for Service social media accounts such as Fambook, Twitter and YouTubc. This provides full compliance with FOIA/Public Records requirements, The Social Media Archive is fully integrated with the GovQA FOIA/Public Records Service, so that you can search and export social media threads and directly attach to a Public Records Request saving time and effort. B. WebQA Agrees To The Following Functionality Related to the Service(s): (a) One-time setup ofLanding Page with Icons and Links to Customer Help areas (b) Branded labeling of Landing Page to the look and feet 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) One-time setup of up to three request types related to Freedom oflnformation Inquiries (t) 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/br. (� On -Site Training Days may be purchased at a future date at the rate of $1,800 per day plus expenses. (g) Customer will log ALL ISSUES into WEBQA SUPPORT PORTAL at www."t poriga.com to receive technical support. E. Fees. One Time Implementation Costa Gov A FOIA Implementation Services as Described in Section, B $1 500 1 Total S11500 Data. Customer data is owned by customer. All document attachment storage is via an Amazon $3 standard storage account provisioned by WebQA. 500E of storage is included in the fees set forth above, with every additional 25GB of storage being assessed a fee of $20/month. Additionally, 20OGB per month of document attachment retrieval is included. Every 100G13 over the allotted 2000E of document retrievals per month will be assessed a $25 fee per month. 3/9/201 G 3 of 4 WebQA Master Services Agreement - Port Ore WA-160309 Partylniti _� WEB A MASTER SERVICE(S) AGREEMENT For GovQA F01A Applications F. Terms.: Billable Term Starting: April 1, 2016 Ending: March 31, 2017. Upon the expiration of this initial Billable Torm, 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 tenn at least sixty (60) days prior to expiration of the then current term end date. Renewal Terms will not increase by more than eight percent. G. Billing: All fees are exclusive of taxes, (Inc Time Implementation Cost of $1,500 will be billed on March 15, 2016 and due upon receipt of invoice. All Software Subscription Fees will be billed as an annual amount on March 15, 2016 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 Terra, 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 I10, Woodrldge, IL 60517 1. Contacts. Organization Name: 'City of Part ©rchtard Main Contact Name: Brand R�nearscari Address: 216 Prosbect Street Work Phone: Email: b�irm5on Q, Fax: C 0-i o.Crw Qcc -"a.uS Billing Contact Name.. Patti Saltagaver Title: Accounting Clerk Address: selttttP City 1C1�„ Fax- �0 8 p. Work Phone:�ll:�8'"}�'lhlG1 dell: Email: • Fax. 9 5-9-0-2-9 3/912016 4 of 4 WebQA Master Services Agreement - Port Orchard WA-160309 Party Initial -