HomeMy WebLinkAbout19-037 - WebQA - GovQA Software for Police Public Records19-037
Council Approval N/A
WEBOA MASTER SERVICE(S) AGREEMENT
For GovQA FOIA Applications
Tills ASTER SERVICE(S) AGREEMENT (the 'Agreement")
�t Q Inc.. BOA") with its principal plaee of buss
at 900 S. Front:Frontap Read, Suite 110 Wottaidge, IL, 60517 and the city
of Tula, a City with its principal place of braless at 620
Scherer r Bosh 'Tkw?') i1a, WA. ("C is made effective.
as ofAugust 1, 2016 ICE.. `ve Date",)
.)
I.WEBQA DLIVERY OF SERVICE(S):
WEBQA. grinds Custer= a nonexclusive, non -transferable, find
license to Recess and use the i ebOA S +ie4s) on the Authorized
Websit s) identified in din &ached Schedule A hi consideration of the
fees and terms deectibed in Schedule A. This Agemment will also
goyern all additional:Schedules for Service(s).
2. CUSTOMER RESPONSIBILITIES:.
o zR receiving only a Iirnited limas
) and Mad documentation, if any, and shall obtain notitle,
dip nor any other right fit or to the Services) and rely
ration, l of which title and . :in with WebQA:
However,Customer will retain ownership atilt its data in the system.
Customer agrees • that (I,) this license is limited to amencations for its:
own use and may not tease or rent Me Services) nor offer its .use :for
others; (2) WebQA is not nesponsilde for content placed into the
Ser i€n(s), (3) that the s) will nue he used to capture
canlidential lammed= ofany kind such as reacialswurityoumbers or
huilyidual faunae data a other sensitive dam and, (4) that It will
n ahua the -Ruth i We ite(s) i lei ale provides
WEBQA with ail. Information reasonably necessary to &earner establish
the Servi(s) on Catemerk behalf, end allow a by GovQA"
logo with a hyperlink to WebQA's website home page on the
Authorized Web ite.
3. SERVICE(S) LEVELS:
WEBQA will use --`ally teasonable efloes to backup and k
the Se ri€e(s) and. A W s) lilt operation t whit
appllcabla bake* standards and will respond to c ' requests
fgraIPPOndtkring ? aL : s .
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:MAJEURB EVENTS.
4, WARRANTY AND LIABILITY:
WEBQA MOM.. NO REPRESENTATION OR wARRANrt AS TO
MERCRANTABILTIY OR FITNESS FOR A PARTICULAR
PURPOSE EXCEPT. AS O: ` . V SE STATED HEUIN OF THE
SERVICE(S) AND SHALL IIAVE NO LABILITY FOR ANY
CONSEQUENTIAInDAMAGES OF ANY KIND INCLUDING, BUT
NOT MEM TO, DATA LOSS AND BUSINESS
INTERRUPTION, AND THE PARTIES AGREE THAT THE ONLY
REMEDIES THAT HALL BE AVAILABLE TO CUSTOMER
UNDER THIS AGREEMENT SHALL BE THOSE EXPRESSLY SET
FORTH IN THIS AGREEMENT. WEBQRS LIABILITY UNDER
ALL CIRCUMSTANCES INVOLVED HEREIN IS EXPRESSLY
LIMITED TED T - THE AMOUNT RECEIVED BY WEBQA FOR
SERVICE(S) BIDER THIS AGREEMENT..
. TE TIiI
Either Latter may terceicare agreement Without cause if the
eterminatir-g patty gib theatre; sixty. (60) days veitten notice
prior to tarninaliM Should Customer i .ats without cause' after the
first date of the then current term as defined in the attached schedule,
Customermust ay the `balance of the current contracted term and this
payment obli_. yvtil irunediately become due.
WebQA may terminate service(s) if paymentsare not received by
WebQA. as specified in Schedule A. All monies associated to the
current term will be due immediately.
Upon any _.-tennination, WebQA will discontinue Semi s) ender this
agreement WebQA will provide Customer with an electronic cop y o
all of Customer's data, if reue and for mit of no mare than
S2,50 t; and, provisions of this Agreement regarding Ownership,
Liability, Confidentiality and Miscellaneous will continue to survive.
6. INDEMNIFICATION
To the extent allowed by law, each Patty agrees to fully indentrIfymid
hold tentless the other for any and all costs, liabilities, losses, and
expenses resulting from . any clam, suit, monk or p: - i g brought
by any third party.
7 ACCEPTABLE USE:
Customer represents and warrares e.Serd s) will
forlawful retrpeses, in emataner allowed by law, and in moo
reasonable rimming rules, policies tank and procedures. WEBQA
may, upon mist= of the. Setvi s), request Caen= to terminate
acoess to any ivivai and Customer agreesto,pro - comply with
such request unless such misuse is corrected.
8. CONFIDENTLAUTY:
Eachparty hereby agrees to maintain the confidentiality of the other
party's confidential and :proprietary materials and information,.
including but not limited to, all information, latowledge 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 Aerenuient. Cush:mite acicnowledges that the
Service(s) attain valuable took seams, which are Me sole property of
WebQA, and Custorree agrees to use reasonable care to prevent other
parties fran beaming of these trade seems or have unauthorized
to the ` (a). WeleQQA will use reasonable efforts to iasetre that any
WebQA. contract= mental the confidentiality of proprietary
materiakand infonnatims.
9. I ILSCEILANEOlr1S. 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 write =sea ofCustomer,
which consent will not be unreasonably withheld.
10. ACCEPTANCE:
Authodzed r ;. tativea of Customer and WEDQA have glee
foregoing and all ScIteriam incorporated . Mack and agree and a - t
such terms effective as of the date first written above,
Customer:
Signature:
Print Name:
Title:
WebQA Inc.
Signature:
Print Name:
Title:
Tukwila, WA
Mike Villa
7/19/2016
1 of 3 Tulcwiia,:WA Contract 1607182
Party Initials: ���
WE GA MASTER SERVICE(S) AGREEMENT
For GovQA FOIA Applications
SCHEDULE A
A Service(s) Descriptions:
Subscribed Services
GovQA FOIA Service 1?OIA 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
search 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 aortal.
B. WebQA Agrees To The Following Functionality Related to the Service(s).:
(a)- One-time setup of Landing Page with Icons and Links to Customer Kelp arm
(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 knowledgebese
(d) thnetirne; setup of Citizen Portal with branded labeling to the look and feel of Customer websito (or iframe)
(e) One-time setup of one request type related to Freedom of lnfonmalion Inquiries
(f) Forms and Letter templates: Up to 10 custom letter temple
(g) Future Branding to Customer Website is included once per billable teen. Otherwise din is billed at $951hr..
C. Customer AgreesTo:
(a) Hold an implementation joint kickotering with WebtA within 15 days from contract signing.
(b) Build and execut4 Pmject Plan to be fully implememted wig 120 days of sontisdt s'
Otherwise there will be an additional cost of SI,000 per every 0 days pastthat I20 days..
D. Training and Ongoing Suppora
(a) One Online Administrator
(b) Two O me i g session for all u
(c) Ongoing support through videos a;. ' lmsstvledgeb .
(d) .Periodic wehinats to train and iodate custainr s on new features.
(e) Additional hour of online end -user training,. maybe purchased at a future date at $12 f .
(f) Customer will log All ISSUES into wzBqA SUPPORT PORTAL at www:aumrtzta, ru to receive tcc icalsupport.
E. Fees
Software Subscription Fees'
Software :License(s)
GovQA FOIA " &i Described in Section A — Unlimited Users
CI and Police De artment
Total (Includes all Services) upgrades)
Software:Licensels)
_GovQA Redaction. Licenses
AFOIAI
Total
M o ntiily Cost= Annural%Cost
-$350:
5350'
$4,200
$,200
Ouantlty MOnthly.Fee Annual Cost
0 1 :$000 I
One Time Impleanenfattnn Costs
z Services as Described in Section B
$1.000
$1,000
Data: Customer owned by -..- . trmf Ail documpat attactancat a is via an A m rt S3 €forage account
provisioned by debQA., $0GB of storage is included in the fees set forth abttore with every a 3itionas '2 of stomp being
assessed arfeo of $20/montir. Acklidon.ally, 200GB per month of document anac . Every 103GB
ova. the alintted 200GB of deuemnent retrievals per month will be assessed a $25 fee perm aft
7/L9/2016 .2 of 3 Tukwila, WA Contract 160718, 2
Party initials;:
F. Terms:
A MASTER SERVICE(S) AGREEMENT
For GovQA FOIA Applications.
August 1, 2016 Ending: July 31, 2017. Upon the expirationof this i " ' _ 113i11 1e Terms, the t will
subsequent annual -Renewal Terms unless Amer notifies WEB A in writ tg f its intPn n t.to
60) days prior to expiration of the then current term end date. Renewal Terms will net increase by more
G. Billing: All °fees are eareltas ve of t€xes, billed on an manual basis at time of contract signing, and due upon receipt of invoice.
seneers and resources necessary to begin project. If payment is not received by start of the Billable Term, WebQA has 1
suspend all cervices. Furthermore, invoices accrue 1 % per month past due and customer is responsible for all costs, including of
fees, for the collections of invoices.
11. Remii nce: All payments should be made directly to WebQA. WebQA mailing address for all payments is:
WebQA Accounts Receivable Department, 900 S.,Frontage Road Suite 1.10, Woodridge, IL 60517
I:. Coatactsp:
7119/20I6.
Organization Name: Tukwila Police De artment
Main Contact Name: Leon Richardson Title: Records der
Address: 6200 ots center Blvd City: Tukwila State: WA Zip: 98188
Work Phone:216-433=180Cell 206-391-8237 Email: L.rlch `laws,gov Fax: 206-244=6181
Billing: Contact Name: See above (Main Contact)
Title:
Address:: City: State: Zip
WorkPhone, Cell:. Rmatl, Fax:
3'of3 Tukwila, WA Contract 160.71.8_2.
Party Initials: