20-176.00 GovQA: Public Records Request Software THIS MASTER SERVICE(S)AGREEMENT(the"Agreement") AGREEMENT IS EXPRESSLY LIMITED TO THE AMOUNT
between GovQA, LLC (hereafter "GovQA") with its principal RECEIVED BY GOVQA UNDER THIS AGREEMENT.
place of business at 900 S. Frontage Road, Suite 110 Woodridge,
IL,60517 and the City of Spokane Valley,with its principal place 5.TERMINATION:
of business at 10210 E.Sprague Ave. Spokane Valley,WA 99206 Either party may terminate this agreement without cause if the
("Customer")is made effective as of October I,2020("Effective terminating party gives the other party sixty (60) days written
Date"). notice prior to termination. Should Customer terminate without
cause after the first date of the then current term as defined in the
1. GOVQA DELIVERY OF SERVICE(S): attached schedule, Customer must pay the balance of the current
GovQA grants Customer a non-exclusive, non-transferable contracted term and this payment obligation will immediately
limited license to access and use the GovQA Service(s) on the become due.
Authorized Website(s) identified in the attached Schedule A in
consideration of the fees and terms described in Schedule A. This GovQA may terminate service(s)if payments are not received by
Agreement will also govern all additional Schedules for GovQA as specified in Schedule A. All monies associated with
Service(s). current term will be due immediately.
2. CUSTOMER RESPONSIBILITIES: Upon any termination, GovQA will discontinue Service(s)under
Customer acknowledges it is receiving only a limited license to this Agreement;GovQA will provide Customer with an electronic
use the Service(s) and related documentation, if any, and shall copy of all of Customer's data, if requested and for a cost of no
obtain no title, ownership nor any other rights in or to the more than $2,500; and, the provisions of this Agreement
Service(s)and related documentation,all of which title and rights regarding Ownership, Liability, Confidentiality and
shall remain with GovQA. However, Customer will retain Miscellaneous will continue to survive.
ownership of all its data in the system.
6. INDEMNIFICATION
Customer agrees that(1)this license is limited to applications for To the extent allowed by law,each Party agrees to fully
its own use and may not lease or rent the Service(s)nor offer its indemnify and hold harmless the other for any and all costs,
use for others; (2) GovQA is not responsible for content placed liabilities,losses,and expenses resulting from any claim,suit,
into the Service(s); (3) that the Service(s) will not be used to action,or proceeding brought by any third party.
capture confidential information, such as social security numbers
or individual financial data or other sensitive data unless deployed 7. ACCEPTABLE USE:
in Fortress; and, (4) that it will maintain the Authorized Customer represents and warrants that the Service(s)will only be
Website(s) identified in Schedule A, provide GovQA with all used for lawful purposes, in a manner allowed by law, and in
information reasonably necessary to setup or establish the accordance with reasonable operating rules, policies, terms and
Service(s) on Customer's behalf, and allow a "Powered by procedures. GovQA may, upon misuse of the Service(s),request
GovQA" logo with a hyperlink to GovQA's website home page Customer to terminate access to any individual and Customer
on the Authorized Website. agrees to promptly comply with such request unless such misuse
is corrected.
3. SERVICE(S)LEVELS:
GovQA will use commercially reasonable efforts to backup and 8. CONFIDENTIALITY:
keep the Service(s) and Authorized Website(s) in operation Each party hereby agrees to maintain the confidentiality of the
consistent with applicable industry standards and will respond to other party's confidential and proprietary materials and
customers'requests for support during normal business hours. information, including but not limited to, all information,
knowledge or data not generally available to the public which is
THE SERVICE(S) ARE PROVIDED ON AN "AS IS" BASIS, acquired in connection with this Agreement, unless disclosure is
AND CUSTOMER'S USE OF THE SERVICE(S) IS AT ITS required by law. Each party hereby agrees not to copy,duplicate,
OWN RISK. GOVQA DOES NOT WARRANT THAT THE or transcribe any confidential documents of the other party except
SERVICE(S)WILL BE UNINTERRUPTED OR ERROR-FREE as required in connection with their performance under this
OR UNAFFECTED BY FORCE MAJEURE EVENTS. Agreement. Customer acknowledges that the Service(s) contain
valuable trade secrets,which are the sole property of GovQA,and
4. WARRANTY AND LIABILITY: Customer agrees to use reasonable care to prevent other parties
GOVQA MAKES NO REPRESENTATION OR WARRANTY from learning of these trade secrets or have unauthorized access
AS TO MERCHANTABILITY OR FITNESS FOR A to the Service(s).GovQA will use reasonable efforts to ensure that
PARTICULAR PURPOSE EXCEPT AS OTHERWISE any GovQA contractors maintain the confidentiality of
STATED HEREIN OF THE SERVICE(S)AND SHALL HAVE proprietary materials and information.
NO LIABILITY FOR ANY CONSEQUENTIAL DAMAGES
OF ANY KIND INCLUDING,BUT NOT LIMITED TO,DATA 9. MISCELLANEOUS PROVISIONS:
LOSS AND BUSINESS INTERRUPTION, AND THE This Agreement will be governed by and construed in accordance
PARTIES AGREE THAT THE ONLY REMEDIES THAT with the laws of the State of Washington Venue for any legal or
SHALL BE AVAILABLE TO CUSTOMER UNDER THIS equitable action between the Customer and GovQA which relates
AGREEMENT SHALL BE THOSE EXPRESSLY SET FORTH to this Agreement shall be in the county of Franklin,WA
IN THIS AGREEMENT. GOVQA'S LIABILITY UNDER ALL
CIRCUMSTANCES INVOLVED HEREIN THIS
GovQA may not assign its rights and obligations under this Customer: C.I1-y cF S i, i • yaiky,W A
Agreement, in whole or part, without prior written consent of Signature: ( I11,8tn_�
Customer,which consent will not be unreasonably withheld.
Print Name: ark (.a I Im h u
10. ACCEPTANCE: Title: CC*/u1GYaJer Date: 10/0249
Authorized representatives of Customer and GovQA have read
the foregoing and all documents incorporated therein and agree C
and accept such terms effective as of the date first written above. GovQA,LLC
Signature: �ij a
Print Name: `?6X-p G o
Title: Y'7" c V-gy,it./Ai Date: /O/ /Zo2 n
SCHEDULE A
Annual Software Subscription Services
Product Unit Extended
Item Description Quantity
ID Price Price
Exchange Platform with FOIA Module*
QA1000 Note: Includes Unlimited Customer Employee Users and One Request Type 1 $11,500
Related to Public Records
QA2000 Hosted Data Storage(GB)* 1000 Included
Note: Overage Fees Will Apply
QA 1001 Fortress Hosting* 1 Included
QA 1002 Redaction License(per named user)* 4 Included
QA2005 Advanced Customer Email Tracking Module* 1 Included
QA2007 Attachment Search * 1 Included
Total Annual Fees $11,500
One-Time Fees
Product Unit Extended
Item Description Quantity
ID Price Price
QA5000 Exchange Platform Customer Onboarding 1 Included
QA5001 Online Training—Administrator 1 Included
QA5002 Online Training—Users 2 Included
QA5007 Attachment Search Implementation 1 Included
Total One-Time Fees $0
*All fees are waived for the period of 10/1/20—7/1/21.
I. Service(s)Descriptions:
GovQA Exchange Platform with Public Records Module that captures all requests received via letter,
website, email, fax, or walk-in. Includes a Web Portal to capture public records requests and provide
requestors with updates and history of previous requests and the ability to post completed public records
requests to the web for searching via the Public Archive portal.
II. GovQA agrees to the following:
A. One-time setup of public facing page to access GovQA Exchange public facing functions
B. Branding of public facing page to the look and feel of Customer website(or iframe). Future updates
are available for an additional fee of$125/hr.
C. One-time configuration of GovQA Exchange Platform with one request related to the Washington
Public Records Act.
D. One-time import of legacy request data in a mutually agreed-upon format.
III. Customer agrees to:
A. Hold an implementation joint kickoff meeting with GovQA within 15 days from contract Effective
Date
B. Build and execute project plan to be fully implemented within 120 days of the contract Effective
Date
IV. 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.
V. Data: Customer data is owned by Customer. Once 1TB of data storage has been exceeded, data storage is
billed in increments of 500GB over the allotted 1TB and will be assessed an additional monthly fee of$50
and billed in the arrears. Storage is reviewed annually and is adjusted at the next annual invoice.
VI. Term: The initial term shall be October 1, 2020 to June 30, 2022. Starting July 1, 2022, the term will
automatically renew for subsequent, annual (12 month) Renewal Terms for 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 shall not increase by more than 5%
VII. Billing:All fees are exclusive of taxes,and for the period of October 1,2020 through June 30,2021,GOVQA
shall provide its services as defined in Schedule A free of charge. From July 1,2021 through June 30,2022,
the cost is$11,500. Any subsequent renewal annual terms shall be 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.Furthermore, invoices accrue 1%per
month past due and customer is responsible for all costs, including attorney fees, for the collections of
invoices.
VIII. Remittance:All payments should be made directly to GovQA. GovQA mailing address for all payments
is:
GovQA Accounts Receivable Department
900 S. Frontage Road Suite#110
Woodridge,IL 60517
IX. Customer Contacts:
Oi :uiizaliom Name:
Main Contact: Carrie Koudelica Title: Deputy City Clerk
Address: 10210 E Sprague Ave City: Spokane Valley State: WA Zip: 99206
Work Phone: 509-720-5101 Mobile:
Fax: Email: ckoudelka(aspokanevalley.org
Billing Contact: Accounts Payable Title:
Address: 10210 E Sprague Ave City: Spokane Valley State: WA Zip: 99206
Work Phone: (509)720-5044 Mobile:
Fax: Email: accountspayable@spokanevalley.org
System Administrator Contact: Chad Knodel Title: IT Manager
Address: 10210 E Sprague Ave City: Spokane Valley State: WA Zip: 99206
Work Phone: 509-720-5055 Mobile:
Fax: Email: cknodel@spokanevalley.org