HomeMy WebLinkAbout000519 Original ContractTHIS SERVICE(S) AGREEMENT (the "Agreement between
WEBQA, Inc. "WEBQA with its principal place of business at 900
S. Frontage Road, Suite 110 Woodridge, IL, 60517 and the City of
Port Angeles, a city with its principal place of business at 321 East 5
Street "Customer is made effective as of October 1, 2012
"Effective Date
1. WEBQA DELIVERY OF SERVICE(S):
WEBQA grants to Customer a non exclusive, non- transferable,
limited license to access and use the GovOA Service(s) on the
Authorized Website(s) identified in Schedule A in consideration of
the fees and tenns described in Schedule A.
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. In addition, Customer agrees that 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. All Customer data is owned by the
Customer. Under no circumstances is the system intended to capture
confidential information of any kind. Confidential information is
defined such as social security numbers and financial information.
Customer agrees to 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 SERVICES) ARE PROVIDED ON AN "AS IS" 13ASIS, 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 UNEFFECTED BY
FORCE MAJEURE EVENTS.
4. WARRANTY AND LIABILITY:
WEBQA MAKES NO REPRESENTATION OR WARRANTY AS
TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF TFIE 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. WEBQA'S
LIABILITY UNDER ALL CIRCUMSTANCES INVOLVED
HEREIN IS EXPRESSLY LIMITED TO THE AMOUNT
RECEIVED UNDER THIS AGREEMENT.
5. TERMINATION:
Either party may terminate this agreement 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 term as defined in Schedule A, Customer must pay the
balance of the current contracted term and this payment obligation
will immediately become due.
WebQA may terminate service(s) if payments are not received by
WebQA as specified in Schedule 1. All monies associated to the
current term will be due immediately.
City of Port Angeles
Record #000519
WEBOA SERVICE(S) AGREEM
For GovQA FOIA Service(s)
WebQA Inc.
Signature:
Print Name:
Title:
Upon any termination, WebQA will discontinue Service(s) under this
agreement; WebQA will provide Customer with an electronic copy of
all of Customer's data, if requested; and, provisions of this
Agreement regarding Ownership, Liability, Confidentiality and
Miscellaneous will continue to survive.
6. INDEMNIFICATION
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 thattheService(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.
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. SERVICE INITIATION:
Customer agrees to all customer activities as stated on Schedule A.
9. CONFIDENTIALITY:
Each party hereby agrees to maintain the confidentiality of the other
party's 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 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.
10. MISCELLANEOUS PROVISIONS:
This Agreement will be governed by and construed in accordance
with the laws of the State of Washington.
WEBQA may not assign its rights and obligations under this
Agreement, in whole or part, without prior written consent of
Customer, which consent will not be unreasonably withheld.
11. ACCEPTANCE:
Authorized representatives of Customer and WEBQA have read the
foregoing and all documents incorporated therein and agree and
accept such terms ffective as of the date first written above.
Customer: Ci y of Port Angeles
Signature; A k/li
Print Name: 1 77:0-fC s t
Title. Cl ttrtoF e.� O
pate: 1
Date: 10/t
ilenschneider
0 1-..,541.a.
10/5/2012 1 of 2 WebQA Service(s) Agreement 120514
A. Service(s):
B. Fees:
C. Terms:
D. Billing:
E. Remittance:
F. Special:
G. Contacts:
Main Modules:
WEBOA SERVICE(S) AGREEMENT
For GovQA FOIA Service(s)
Schedule A
Software Seats Data:
Authorized website:
Admin website:
Admin Logon:
Unlimited seats and All Customer Data is Owned By Customer
httn://www.mveovheln.com/nortanneleswa/
httn://www.mynovheln.com/nortaneeleswa/zad m in
ID: SA Password: PASSWORD
At a Locked -In subscription cost per month for term of
Q FOIA Module
Q Knowledge Base
Q All service(s) upgrades
Q Self Service Portal
El Full Reporting
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Implementation and Training:
Q One tim Implementation fee of $1 000 for remote system configuration, set -up, business rules
configuration, and 2 training sessions.
Optional Days of On -Site Training ($1,800 each plus expenses)
Q Initial Private Labeling of the Self Service Portal included. Updating of the PL is limited to
once per billable term. Additional PL updates will be billed at a cost of 100 /each time.
Q 10 GB storage free with service(s). Additional 10GB is $20 /month
At a Locked -In cost of
200
1000
Annual Billable Term Starting: November 1, 2012 Ending: October 31, 2013. Upon the expiration of this
initial term, the term will continue to auto -renew to subsequent annual Optional 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 current
term end date. Renewal terms will not increase by more than eight percent. Customer vyill hold a kickoff meeting to
launch implementation no later than 15 days from contract start date.
Fees are exclusive of all taxes; billed on an annual basis at time of contract and due upon receipt of invoice. This
secures site, servers and resources necessary to begin project.
If payment is not received within 45 days of invoice due date, WebQA has the right to suspend all services until
payment is received. Furthermore, customer is responsible for all costs including attorney fees associated to the
collections of invoices over 45 days.
All payments should be made directly to WcbQA and will not
be deemed received until actually received in WebQA offices.
WebQA mailing address for all payments is
No special implementation or customization at this time. If required, attach as Schedule 2.
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Main Contact Name: Cm n tssa krJ .j Title:
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Work Phone:3100 -W 17- Cell: Email:
Billing Contact Name:
Address: i`. so
Work Phone:
Purchase Order Number:
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Cell;
WebQA Accounts Receivable Department
900 S. Frontage Road Suite 110
Woodridge, IL 60517
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Fax: 362 17 4501
Title:
City 7117 i
Email:
Duns Number:
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Fax:3 1- S3
10/5/2012 2 of 2 WebQA Service(s) Agreement 120514
Party Initials: