HomeMy WebLinkAbout22-0603 GOVQA DocuSign Envelope ID:873EA76F-75B2-4BF5-AD17-12AAAOCB69D2
GOVQA MASTER SERVICE(S) AGREEMENT
For GovQA Exchange Platform
THIS MASTER SERVICE(S)AGREEMENT(the"Agreement") NO LIABILITY FOR ANY CONSEQUENTIAL DAMAGES OF
between GovQA, LLC(hereafter"GovQA")with its principal ANY KIND INCLUDING, BUT NOT LIMITED TO, DATA LOSS
place of business at 9014 Heritage Parkway Suite AND BUSINESS INTERRUPTION,AND THE PARTIES AGREE
#308 Woodridge, IL 60517 and the Elgin, IL, THAT THE ONLY REMEDIES THAT SHALL BE AVAILABLE TO
with its principal place of business at 150 Dexter Court Elgin CUSTOMER UNDER THIS AGREEMENT SHALL BE THOSE
("Customer") is made effective as of 03/1/2022. EXPRESSLY SET FORTH IN THIS AGREEMENT. GOVQA'S
LIABILITY UNDER ALL CIRCUMSTANCES INVOLVED
1. GOVQA DELIVERY OF SERVICE(S): HEREIN THIS AGREEMENT IS EXPRESSLY LIMITED TO THE
GovQA grants Customer a non-exclusive,non-transferable AMOUNT RECEIVED BY GOVQA UNDER THIS AGREEMENT.
limited license to access and use the GovQA Service(s)on the
Authorized Website(s)identified in the attached Schedule A. 5.TERMINATION:
This Agreement will also govern all additional Schedules for Either party may terminate this agreement without cause if the
Service(s). terminating party gives the other party sixty(60)days written
notice prior to termination. Should Customer terminate without
2. CUSTOMER RESPONSIBILITIES: cause after the first date of the then current term as defined in
Customer acknowledges it is receiving only a limited license to the attached schedule,Customer must pay the balance of the
use the Service(s)and related documentation, if any, and shall current contracted term and this payment obligation will
obtain no title,ownership nor any other rights in or to the immediately become due.
Service(s)and related documentation,all of which title and rights
shall remain with GovQA. However, Customer will retain GovQA may terminate service(s) if payments are not received by
ownership of all its data in the system. GovQA as specified in Schedule A.All monies associated with
current term will be due immediately.
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 Upon any termination, GovQA will discontinue Service(s)under
use for others; (2)GovQA is not responsible for content placed this Agreement; GovQA will provide Customer with an electronic
into the Service(s); (3)that the Service(s)will not be used to copy of all of Customer's data, if requested and for a cost of no
capture confidential information, such as social security numbers more than$500; and,the provisions of this Agreement regarding
or individual financial data or other sensitive data unless Ownership, Liability, Confidentiality and Miscellaneous will
deployed in Fortress;and, (4)that it will maintain the Authorized continue to survive.
Website(s) identified in Schedule A,provide GovQA with all
information reasonably necessary to setup or establish the 6, INDEMNIFICATION:
Service(s)on Customer's behalf,and allow a"Powered by To the extent allowed by law, each Party agrees to fully
GovQA"logo with a hyperlink to GovQA's website home page on indemnify and hold harmless the other for any and all costs,
the Authorized Website. liabilities, losses, and expenses resulting from any claim,suit,
action, or proceeding brought by any third party arising from or in
3. SERVICE(S) LEVELS: connection with the indemnifying party's negligent acts or
GovQA will use commercially reasonable efforts to backup and omissions.
keep the Service(s)and Authorized Website(s)in operation
consistent with applicable industry standards and will respond to 7.ACCEPTABLE USE:
customers' requests for support during normal business hours. Customer represents and warrants that the Service(s)will only
be used for lawful purposes, in a manner allowed by law,and in
THE SERVICE(S)ARE PROVIDED ON AN"AS IS" BASIS,AND accordance with reasonable operating rules, policies, terms and
CUSTOMER'S USE OF THE SERVICE(S) IS AT ITS OWN procedures. GovQA may, upon misuse of the Service(s),
RISK, GOVQA DOES NOT WARRANT THAT THE request Customer to terminate access to any individual and
SERVICE(S)WILL BE UNINTERRUPTED OR ERROR-FREE Customer agrees to promptly comply with such request unless
OR UNAFFECTED BY FORCE MAJEURE EVENTS. such misuse is corrected.
4.WARRANTY AND LIABILITY: 8.CONFIDENTIALITY:
GOVQA MAKES NO REPRESENTATION OR WARRANTY AS Each party hereby agrees to maintain the confidentiality of the
TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR other party's confidential and proprietary materials and
PURPOSE EXCEPT AS OTHERWISE STATED HEREIN OF information, including but not limited to, all information,
THE SERVICE(S)AND SHALL HAVE 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
Party Initials:
Page 1 of 4
DocuSign Envelope ID:873EA76F-7562-4BF5-AD17-12AAAOCB69D2
GOVQA MASTER SERVICES) AGREEMENT
For GovQA Exchange Platform
under this Agreement.Customer acknowledges that the
Service(s)contain valuable trade secrets,which are the sole ,�-
property of GovQA,and Customer agrees to use reasonable Customer:
care to prevent other parties from learning of these trade secrets
or have unauthorized access to the Service(s). GovQA will use Signature:
reasonable efforts ensure that any GovQA contractors ��
maintain the confidentiality of proprietary materials and Print Name:
information. /��
9. MISCELLANEOUS PROVISIONS: Title: �11�'l 'i�irf`
This Agreement will be governed by and construed in
accordance with the laws of the State of IL. Venue for the
resolution of any disputes for the enforcement of any rights GovQA, LLC DocuSigned by:
arising out of or in connection with this Agreement shall be
�W(� �, li
brought exclusively in the Circuit Court of Kane County, Illinois. Signature: � u(.tt.u,t
Md 3 IF Buccel l i
GovQA may not assign its rights and obligations under this Print Name:
Agreement, in whole or part, without prior written consent of Manager, Contracts
Customer,which consent will not be unreasonably withheld. Title:
10.ACCEPTANCE: Date:
6/3/2022
Authorized representatives of Customer and GovQA have read
the foregoing and all documents incorporated therein and agree
and accept such terms effective as of the date first written
above.
11. EXECUTION:
This Agreement may be executed in counterparts, each of which
shall be an original and all of which shall constitute one and the
same Agreement. For the purposes of executing this Agreement,
any signed copy of this Agreement transmitted by fax machine
or e-mail shall be treated in all manners and respects as an
original document.The signature of any party on a copy of this
Agreement transmitted by fax machine or e-mail shall be
considered for these purposes as an original signature and shall
have the same legal effect as an original signature.Any such
faxed or e-mailed copy of this Agreement shall be considered to
have the same binding legal effect as an original document. At
the request of either party any fax or e-mail copy of this
Agreement shall be re-executed by the parties in an original form.
No party to this Agreement shall raise the use of fax machine or
e-mail as a defense to this Agreement and shall forever waive
such defense.
Page 2 of 4 Party Initials:
DocuSign Envelope ID:873EA76F-75B2-4BF5-AD17-12AAAOCB69D2
GO_V_QA MASTER SERVICE(S) AGREEMENT
For GovQA Exchange Platform
Annual Software Subscription Services
QTY PART# DESCRIPTION UNIT DISC (%) ANNUAL
PRICE
1 CA1000 Exchange Platform with FOIA Module $15,710.0 $15,710.00
0
1 QA1000 Additional FOIA Request Type $765.00 $765.00
500 OA2000 Hosted Data Storage (GB) $0.00 $0.00'
Note: Overage Fees Will Apply
Annual Software Subscription Services TOTAL: $16,475.00
1. 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 the GovQA Support System to receive technical support.
11. Data: Customer data is owned by Customer. Once 1TB of data storage has been exceeded, data storage is billed in increments of
1TB over the allotted 1TB and will be assessed at an annual fee of$1,500 and billed in arrears. Storage is reviewed annually and is
adjusted at next renewal term.
III.Term: March 1,2022 to February 28,2023.This annual term will automatically renew all existing services, unless Customer notifies
GovQA in writing of its intent not to extend the term at least sixty(60)days prior to expiration of the then current term end date. Renewal
Terms shalt be upon the same terms and conditions as those of the Initial Term as set forth in this Agreement, unless otherwise agreed
to by the parties in writing,with the exception that fees will not increase by more than 3%._QovQA Shatl,prov_ide notice to theCustomer
of any,fee increases for any Renewal Terms not less than ninety90j,_day�rior to the
ex�>iration of the then-current term end date.
IV. Billing: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.
V. Remittance:All payments should be made directly to GovQA. GovQA mailing address for all payments is:
GovQA Accounts Receivable Department 9014 Heritage Pkwy Suite#308 Woodridge, IL 60517
Page 3 of 4 Party Initials:
DocuSign Envelope ID:873EA76F-75B2-4BF5-AD17-12AAAOCB69D2
GOVQA MASTER SERVICES AGREEMENT
For GovQA Exchange Platform
viil.Customer Contacts:
Main Contact: ! '+ Title: '
Address: city: i aState Lip: Coo
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Work Phone:
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Fax: /� ..y Email: G4�
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Billing Contact: ON�"(. €1 Title:c� ""
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Work Phone: y, 1 Mobile:
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Email: At
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system Administrator Contact Title: &)�7�-(cev
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Party Initials:
Page 4 of 4
Kim Dewis
From: Will Mercy <will.mercy@granicus.com>
Sent: Wednesday, May 4, 2022 2:19 PM
To: Kim Dewis
Subject: RE: GovQA, LLC: Statement As of 04/20/2022
408 Saint Peter Street, Suite 600
Saint Paul, MN 55102
United States
Best Regards,
William
William T. Mercy
Sr. Customer Success Consultant
Office: (630) 633-7342
Mobile: (312) 241-2630
www.govg,a.com
GovQ%**
ry C>w�'04t of K�s�,,t�RAN .:1..'4
From: Kim Dewis<Dewis_K@cityofelgin.org>
Sent:Wednesday, May 4, 2022 1:26 PM
To: Will Mercy<will.mercy@granicus.com>
Subject: RE: GovQA, LLC: Statement As of 04/20/2022
[EXTERNAL]
Will:
What is your mailing address?
Kim
From:Will Mercy [mailto:will.mercy@granicus.com]
Sent:Tuesday,April 26, 2022 2:20 PM
To: Kim Dewis<Dewis K@cityofelgin.org>
Subject: RE: GovQA, LLC: Statement As of 04/20/2022
Hi Kim,
Feel free to forward the contract to me and I'll ensure it gets signed. Also,you can use yourself as the contact or any
Finance point of contact.
Best Regards,
William
Kim Dewis
From: Will Mercy <will.mercy@granicus.com>
Sent: Tuesday, April 26, 2022 2:20 PM
To: Kim Dewis
Subject: RE: GovQA, LLC: Statement As of 04/20/2022
Hi Kim,
Feel free to forward the contract to me and I'll ensure it gets signed. Also,you can use yourself as the contact or any
Finance point of contact.
Best Regards,
William
William T. Mercy
Sr. Customer Success Consultant
Office: (630) 633-7342
Mobile: (312) 241-2630
www.govga.com
GovC., )A
�
nowPartof — GRANICU-
From: Kim Dewis<Dewis_K@cityofelgin.org>
Sent:Tuesday, April 26, 2022 11:56 AM
To: Will Mercy<will.mercy@granicus.com>
Subject: RE:GovQA, LLC:Statement As of 04/20/2022
[EXTERNAL]
Where should I send the hard copy to have you all sign the agreement?
Also, on page 4, 1 just want to make sure the contacts you want our for our side?
From: Will Mercy [_mailto:will.mercv@granicus.com]
Sent:Thursday,April 21, 2022 8:55 AM
To: Kim Dewis<Dewis K@cityofelpin.orp,>;Joel Champ<ioel.chamP@Rranicus.com>; Nicole Soltes
<nsoltes@govga.com>
Subject: Re: GovQA, LLC: Statement As of 04/20/2022
Hi Kim,
My sincerest apologies for any confusion as we have an automated billing process. I assure you that our
billing team is aware of the situation and that no services will be interrupted. Please feel free to continue
with the contract signing process and your services will remain active business as usual.
1