WEBQA MASTER SERVICE AGREEMENT FOR GOVQA FOIA APPLICATIONSWEB
A MASTER SERVICE(S) AGREEMENT
For GovQA FOIA Applications
TER SERVICE(S) AGREEMENT (the "Agreement")
!A Inc. ( "WEBQA ") with its principal place of business
at 900 S. Frontage Road, Suite 110 Woodridge, IL, 60517 and the City
of Clearwater, with its principal place of business at 112 S. Osceola
Avenue, Clearwater, FL 33756 {"Customer ") is made effective as of
October 1, 2013 ("Effective Date")
A DELIVERY OF SERVICE(S):
A rtrazts Customer a no -exclusive, non- transferable, limited
ebOA Service(s) on the Authorized
hod Addendum A in consideration of
in Addendum A. This Agreement will also
for Service(s).
OMER RESPONSUBILITt:
Customer acknowledges it is receiving only a limited license to use the
Service(s) and related documen#atisn, if any, and shall obtain no title,
ownership nor any other rights in or to the Service(s) and r
documentation, all of which title and rights shall remain with
However, Customer will retain ownership of all its data
Customer agree s that (1) this License is limited to applications for its
d may not lease or rent the Servi (s) nor r fifer its use for
ebQA is not responsible for content placed into the
used to capture confidential
purity numbers or individual
financial data or other sensitive data turd" (4) that it will maintain the
Authorized Website(s) identified in Addendum 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 tonne page on the
Authorized Website.
others; r za w
system; (3) that the system wi
information of any kind such n
SERVICE(S)
EBQA will use commercially re
the Service(s) and Authori
applicable industry standar
for support during nonnal bush
to backup and keep
operation consistent with
nd to customers' requests
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 SER.VICE(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 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
T11E 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
15 EXPRESSLY LIMITED TO THE AMOUNT RECEIVED UNDER
THIS AGREEMENT.
5. TERMLNATION:
Either party may terminate
dng party gives the o
to termination. Should Cusp
then current
fast dater of fife t term as defin
Customer must pay the balance of cure
payment obligation wilt immediately becon
5 1 120
the
edule,
this
sntracted tent
due.
A may terminate services) if payments are nhi received by
A as specified in Addendum A All monies associated to the
current term will be due immediately.
Upon any termination, WebQA will discontinue Services) under this
agreement; WebQA will provide CUOMO' with an electronic copy of
all of Customer's data, if requested and for a cost of no more than
52,500; and, provisions of this Agmement 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 f om any
claim, suit, action. or proceeding brought by any third party,
7. ACCEPTABLE USE:
Customer represents and warrants that the Services) will only be used
for lawful purposes, in a manner allowed by law, acrd in accordance with
reasonable operating rules, policies, terms and procedures. WEBQA
may, upon misuse of the Sen°crice(s), request Customer to terminate
access to any individual and Customer agrees to promptly comply with
such request unless such misuse is corrected.
S. 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 agtms 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. MISCELLANEOUS PROVISIONS:
This Agreement will be governed by and construed
the laws of the State of Florida: WEBQA may not
obligations under this Agreement, in whole or part, without prior
en consent of Customer, which consent will not be unreasonably
Id.
uirements as provided by law, the
agrees to comply with public
peeiRcatiy to: (a) Keep and maintain public records that
ordinarily and necessarily would be required by the public agency in
order to perform the service being provided by the contractor hereunder.
(b) Provide the public with access to public records on the same terms
and conditions that the public agency would provide the records and at a
cost that does not exceed the cost provided for in Chapter 119, Florida
Statutes, as may be amended from time to time, or as otherwise
provided by law. (c) Ensure that the public records that are exempt or
confidential and exempt from public records disclosure requirerr
are not disclosed except as authorized by law. (4) Meet all
requirements for retaining public records and transfer, at no cost,
public = pency all public records in possession of the contractor upon
termination of contract and destroy any duplicate public records that
are exempt or confidential and exempt from public„records disclosure
requirements. All records stored electronically trust be provided to the
public agency in a format that is compatible with the information
technology systems of public agency. (e) The contractor hereby
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earwater FL Enterprise FOIA System
Pa
3
WEB $ A MASTER SERVICE S AGREEMENT
For GovQA FOIA Applications
acknowledges ag ees that if the contractor does not comply with a
public records request, the public > + <cncy shalt enforce the contract
provisions in accordance with the contract:
10. ACCPTANCE
Authorized representativ+
terms effective as Oita date
QA have read the foregoing and all documents incorpo incorporated therein and agee and a pt suet
By: Date r� r , 2013
lah
CEO
CITY OF CLEARWATER, FLORIDA
By: W 19-4t,w A 4/04-ip -ems
William B. llorne 11
City Manager
Date:
0/17
, 2013
10/15/2013 2 of 3 Clearwater FL Enterprise 1 t 11LA Systems Agreement v
Party Initials:
WEB OA MASTER SERVICE(S) AGREEMENT
For GovQA FOIA Applications
SCHEDULE A
A. ice(s) Descriptions:
The GovQA service(s) provides by WebQA is the EOM platform that posts all Open Records infomiation and captures all requests
received via letter, website, email, fax, or walk-in. Unlimited seats will be provided and alt data is owned by the customer. FOIA
components included are:
FOIA Systems 2.0 FOIA Portal CD FOIA Public Archive 0 FOIA Payments 0 Other
A 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-thne setup of Citizen Portal with branded labeling to the look and feel of Customer website (or iframe)
(e) Forms and Letter templates: Up to 10 custom letter templates
(1) Future Branding to Customer Website is included once per billable term. Otherwise branding is billed at $95/hr.
(g) Special Implementation Action (Integrations, etc.):
C. Customer Agrees To
(a) Hold an implementation kickoff meeting with WebQA 15 days after contract signing.
(b) Build and execute Project Plan to be fully implemented within 120 days of contract signing
D. Training and Ongoing Support:
(a) One Online Administrator training
(1)) Two Online training session for all users
(c) Ongoing support through system videos and blowledgelease
(d) web'
) units to train and update customers on new features
(e) Optional additional hours of online end-user training at ex
1.1) (*Clonal days of On-Site Training ($1,1100 per day p $125/hr s)
(g) NOTE: Customer will log ALL ISSUES, including ority- ,into WEBQA S
receive service.
E. Fees: Modules above include all service upgrades at a subscription cost per month for term of: S 495
Implementation and Training At a one-time cost of $ 4.000
Data Customer data is owned by customer. 10 GB storage free; additional 10G13 is $20/mo
Origimd Services Annual Billable Term Sterting: October I, 2013 Ending: September 30,2016. Upon the expiration of this
initial tenn, 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 tenn at least sixty (60) days prior to expiration of the current term end date. Annual increases within
original term will not exceed more than three percent. Renewal tertns will not increase by more than eight percent
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 pement is not received by start of the Annual Billable Term, WebQA has the
right to suspend all services. Furthermore, invoices accrue 1% per month past due and manner is responsible for all costs, including
attorney fees, for the collections of invoices.
RT PORTAL at wwwelaoporlemem
F. Terms:
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
1. Contacts:
Organization Name:
Main Contact Name:. Title:
Address: City: State: Zip:
Work Phone: Cell: Email: Fax:
Billing Contact Name: Title:
Address: City: State: Zip:
Work Phone: Cell: Email: Fax:
10/15/2013
3 of 3 Clearwater FL Enterprise FOIA Systems Agreement 3
Party Initials: