HomeMy WebLinkAboutWEBQA Inc dba GOVQA; 2017-12-18;City Attorney Approved Version 9/27/16 1
AMENDMENT NO. 4 TO AGREEMENT FOR OPEN RECORDS REQUEST MANAGEMENT SYSTEM SERVICES GOVQA, LLC
This Amendment No. 4 is entered into and effective as of the day of , 20 , amending the agreement dated December 18, 2017 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), GOVQA, LLC (“Contractor") (collectively, the “Parties”) for the implementation of additional GovQA services.
RECITALS A. On December 14, 2018, the Parties executed Amendment No. 1 to the Agreement to include ADFS SAML 2.0 SSO integration; and
B. On May 9, 2019, the Parties executed Amendment No. 2 to the Agreement to add GovQA services for Correspondence, City-Wide Mobile, Advanced Search, Optical character Recognition, Fortress hosting, and onsite training; and
C. On August 23, 2019, the parties executed Amendment No. 3 to the Agreement to
add Correspondence to import legacy correspondence data into the GovQA platform; and D. The Parties have negotiated and agree to amend the agreement to include annual maintenance services and extend the agreement for one year to December 17, 2021 and
E. The Parties have negotiated and agreed to the fee schedule for the annual maintenance services, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows:
1. In addition to those services contained in the Agreement, as may have been
amended from time to time, Contractor will provide those annual maintenance services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed thirty-four thousand two- hundred twelve dollars ($34,212.00).
2. Contractor will complete all work described in Exhibit “A” by December 17, 2022. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 5. The individuals executing this Amendment and the instruments referenced in it on
behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment.
DocuSign Envelope ID: 37339CC5-A183-43AD-9A6A-F12F1D0898F8
20
14th
December
City Attorney Approved Version 9/27/16 2
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Assistant City Manager
(print name/title)
ATTEST:
By:
(sign here) BARBARA ENGLESON
City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups:
Group A Group B
Chairman, President, or Vice-President
Secretary, Assistant Secretary, CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
BY: Assistant City Attorney
DocuSign Envelope ID: 37339CC5-A183-43AD-9A6A-F12F1D0898F8
CEOTim Callahan
for
900 S. Frontage Rd. - Suite 110 Woodridge, IL 60517
P: (630) 985-1300 E: AccountsReceivables@govqa.com
EXHIBIT "A"
Invoice
Bill To:
City of Carlsbad, CA Attn: Accounts Payable
1635 Faraday Avenue
Carlsbad, CA 92008-7314
End User:
P.O. No. Billing Term Terms Due Date
12/18/20 - 12/17/21 Net 30 1/17/2021
Description Amount
GovQA FOIA Services
GovQA Advanced Search
GovQA Redaction License - 2 Licenses @ $575/Year Each
GovQA Okta Connector
GovQA Correspondence Service
GovQA City-Wide Mobile
GovQA Attachment Search & OCR
GovQA Fortress Service
GovQA Redaction License - 1 License @ $525/Year Each
10,418.00 2,778.00 1,150.00 2,646.00 6,300.00
1,575.00
2,520.00
6,300.00 525.00
Thank you for your business. Total $34,212.00
Payments/Credits Applied $0.00
Balance Due $34,212.00
Date Invoice #
12/18/2020 1299-201218
DocuSign Envelope ID: 37339CC5-A183-43AD-9A6A-F12F1D0898F8
This document is confidential and privileged. It is intended for the named addressee only. You may not use it for anyone else. Thank you for your cooperation.
DocuSign Envelope ID: 37339CC5-A183-43AD-9A6A-F12F1D0898F8
Invoice Date
12/18/2020
Invoice #
1299-201218
Bill To:
City of Carlsbad, CA
Attn: Accounts Payable
1635 Faraday Avenue
Carlsbad, CA 92008-7314
End User:
900 S. Frontage Rd. - Suite 110
Woodridge, IL 60517
P.O. No.Terms
Net 30
Due Date
1/17/2021
Billing Term
12/18/20 - 12/17/21
Thank you for your business.Total
Balance Due
Payments/Credits Applied
P: (630) 985-1300
E: AccountsReceivables@govqa.com
This document is confidential and privileged. It is intended for the named addressee
only. You may not use it for anyone else. Thank you for your cooperation.
Description Amount
GovQA FOIA Services 10,418.00
GovQA Advanced Search 2,778.00
GovQA Redaction License - 2 Licenses @ $575/Year Each 1,150.00
GovQA Okta Connector 2,646.00
GovQA Correspondence Service 6,300.00
GovQA City-Wide Mobile 1,575.00
GovQA Attachment Search & OCR 2,520.00
GovQA Fortress Service 6,300.00
GovQA Redaction License - 1 License @ $525/Year Each 525.00
$34,212.00
$34,212.00
$0.00
EXHIBIT "A"DocuSign Envelope ID: 37339CC5-A183-43AD-9A6A-F12F1D0898F8
Administrative Services
Information Technology
1635 Faraday Ave. Carlsbad, CA ZIP code 760-602-2450 t
Memorandum
December 4, 2020
To: Geoff Patnoe, Assistant City Manager
From: Neill Collins, IT Project Manager
Via: Maria Callander, Director of IT
Re: Professional Services Amendment for GovQA
This memorandum provides an explanation of the Professional Services Amendment with
GovQA.
Purpose of Agreement
The current agreement with GovQA expires December 18, 2020 but allows for two one year
extensions. This will be the first of the two one year extensions to be executed.
GovQA provides a range of services that support essential city applications. They include:
Public Records Requests (FOIA Services)
Public Inquiries to City Officials (Correspondence Service)
Citywide Mobile for Correspondence
Microsoft Azure for All GovQA Services (Fortress Service)
Advanced Search
Redaction Licenses
Okta Connector (SSO)
Request:
Sign the GovQA Amendment extension for December 17, 2020 through December 18, 2021.
Budget Impact
The annual cost for all the GovQA services is $34,212.00 and is budgeted in the IT
Departments operating budget for FY20-21.
Attachment: GovQA AMENDMENT NO. 4 TO AGREEMENT FOR
OPEN RECORDS REQUEST MANAGEMENT SYSTEM SERVICES
cc: Brent Gerber, IT Dept. Senior Management Analyst
DocuSign Envelope ID: 37339CC5-A183-43AD-9A6A-F12F1D0898F8
DocuSign Envelope ID: F17F47DA-20C9-4E3A-AEFB-556269DEB9CC
AMENDMENTN0.3TOAGREEMENTFOR
OPEN RECORDS REQUEST MANAGEMENT SYSTEM SERVICES
GOVQA, LLC
This Amendment No. 3 is entered into and effective as of the 23rd day of
August , 20)19 , amending the agreement dated December 18,
2017 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"),
GOVQA, LLC ("Contractor") (collectively, the "Parties") for the implementation of additional
GovQA services.
RECITALS
A On December 14, 2018, the Parties executed Amendment No. 1 to the Agreement
to include ADFS SAML 2.0 SSO integration; and
B. On May 9, 2019, the Parties executed Amendment No. 2 to the Agreement to add
GovQA services for Correspondence, City-Wide Mobile, Advanced Search, Optical character
Recognition, Fortress hosting, and onsite training; and
C. The Parties desire to alter the Agreement's scope of work to add GovQA services
for Correspondence to import legacy correspondence data into the GovQA platform; and
D. The Parties have negotiated and agreed to a supplemental scope of work and fee
schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of
Services and Fee.
E. Effective July 31, 2019, WebQA, Incorporated is now GovQA, LLC.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. In addition to those services contained in the Agreement, as may have
been amended from time to time, Contractor will also provide those services described in Exhibit
"A," attached hereto. Compensation for the additional scope of work contained in Exhibit A is set
forth in the Fee section of Exhibit "A," section E of Exhibit "A." With this Amendment, the total
Agreement amount shall not exceed ninety-three thousand seven-hundred and thirty-two dollars
($93,732)
2. Contractor will complete all work described in Exhibit "A" by September 30, 2019.
3. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
4. All requisite insurance policies to be maintained by Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
City Attorney Approved Version 9/27/16
DocuSign Envelope ID: F17F47DA-20C9-4E3A-AEFB-556269DEB9CC
5. The individuals executing this Amendment and the instruments referenced in it on
behalf of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions of this Amendment.
CONTRACTOR
(sign here)
John oilenschneider CEO
(print name/title)
(sign here)
Gerard Gozum VP of Finance & Admin
(print name/title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
Chief Operations Officer
ATTEST:
BARBARA ENGLESON
City Clerk
For
If required by City, proper notarial acknowledgment of execution by Contractor must be attached.
If a corporation, Agreement must be signed by one corporate officer from each of the following
two groups:
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
BY: lAlalb.v: (Lw4~
Assistant C y Attorney
City Attorney Approved Version 9/27/16
2
DocuSign Envelope ID: F17F47DA-20C9-4E3A-AEFB-556269DEB9CC
Exhibit A
Scope of Services and Fee
This Project Change Order is entered into by and between GovQA Inc. and Carlsbad, CA pursuant
to the GovQA Correspondence Proposal Dated May 9, 2019.
Change#: 1.0 Client Name:
Submitted By: Brett Medici Project Name:
Event Type: Additional Scope
Carlsbad, CA
One-time Import of Legacy
Correspondence Data
Change Option #1 -Import Legacy Correspondence Data into GovQA Platform
Carlsbad has expressed interest in importing legacy correspondence data into GovQA platform.
This represents additional scope to the Correspondence project. The work to be performed is as
follows:
• GovQA will add a new request type named "Legacy Correspondence"
• GovQA will provide a secure avenue through which Carlsbad can transmit an Excel
spreadsheet containing the legacy correspondence information to be imported, along with
the associated database of Outlook emails.
• The Excel spreadsheet formatting will be consistent with the test file submitted to and
reviewed by GovQA on 7/29/2019
• GovQA will import the correspondence spreadsheet, creating requests for each of the
entries in the file
• GovQA will match the emails to each of the requests, and add those emails to the
'attachments' tab
Net Project Impact Project Change Order Designation
Change Cost Due Date Option
#1 $2000 TBD
One-Time
Acceoted Reiected
Client Printed Name Title
Client Signature Date
WebQA Signature Date
WebQA Printed Name Title
City Attorney Approved Version 9/27/16
3
AMENDMENT NO. 2 TO AGREEMENT FOR
OPEN RECORDS REQUEST MANAGEMENT SYSTEM SERVICES
WEBQA, INC. (DBA GOVQA)
This A endment No. 2 is enter;d into and effective as of the 9th day of
----...L..-L-.l4,,.<>--=..------' 20 , amending the agreement dated December 18,
2017 (the "Agr eme t by and between the City of Carlsbad, a municipal corporation, ("City"),
and WEBQA, INC. dba GOVQA, ("Contractor") (collectively, the "Parties") for the
implementation of additional GovQA services.
RECITALS
A. On December 14, 2018, the Parties executed Amendment No. 1 to the
Agreement to include ADFS SAML 2.0 SSO integration; and
B. The Parties desire to alter the Agreement's scope of work to add GovQA services
for Correspondence, City-Wide Mobile, Advanced Search, Optical character Recognition,
Fortress hosting, and onsite training; and
C. The Parties have negotiated and agreed to a supplemental scope of work and
fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of
Services and Fee.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. In addition to those services contained in the Agreement, as may have been
amended from time to time, Contractor will also provide those services described in Exhibit "A,"
attached hereto. Compensation for the additional scope of work contained in Exhibit A is set
forth in the Fee section of Exhibit "A," section E of Exhibit "A." With this Amendment, the total
Agreement amount shall not exceed ninety-one thousand seven-hundred and thirty-two dollars
($91,732).
2. Contractor will complete all work described in Exhibit "A" by September 30, 2019.
3. All other provisions of the Agreement, as may have been amended from time to
time and not specifically superseded by this Amendment, shall remain in full force and effect.
4. All requisite insurance policies to be maintained by Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
5. The individuals executing this Amendment and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Amendment.
City Attorney Approved Version 9/27/16
CONTRACTOR
(pnnt name/title)
(print name/title)
By:
ATTEST:
ARLSBAD, a municipal
of the State of California
anager or Mayor or Director .,
(J /YfuJw e:uz m~
b ~ARBARA ENGLESON
LJV --vity Clerk
If required by City, proper notarial acknowledgment of execution by Contractor must be
attached. If a corporation, Agreement must be signed by one corporate officer from each of the
following two groups:
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
City Attorney Approved Version 9/27/16
2
EXHIBIT "A"
SCOPE OF SERVICES AND FEES
A. Service(s) Descriptions:
Subscribed Services
GovQA Correspondence The GovQA Executive & Legislative Correspondence solution streamlines the intake
process, helping your staff respond to inquiries more efficiently and timely, while
reducing the risk and exposure for your agency. Correspondence allows you to assign,
track and fulfi ll all inbound requests, improve business intelligence with in-depth
reporting and provide requesters with a great experience.
GovQA City-Wide Mobile A Citizen focused mobile application for use by the general public consisting of a
branded splash page with customer's logo. This mobile application will provide the
ability to: (a) view FAQ's (frequently asked questions) (b) create/view requests (c)
configure additional buttons to link to various pages of the City's website, as well as
other websites
GovQA Advanced Search The Advanced Search functionality allows the staff member to directly search fully
indexed and tagged documents to be reused in new open requests. This direct search
provides you the ability to be consistent in your responses. In addition, you will save
resource time by not having to completely redact the same document twice.
GovQA Optical Character Converts text on scanned documents to PDF fonnat, so they become both searchable
Recognition (OCR) and redactable. The module will retroactively OCR all historical attachments in GovQA
as well as those upon upload moving forward.
On-Site Training Customized training on-site per customer request
GovQA Fortress Hosting All document attachment storage is via a CJIS and HIPAA compliant Microsoft Azure
Government Cloud provisioned by GovOA.
GovQA Redaction Licenses The Integrated GovQA Redaction Module allows for redaction to occur on documents
within the GovQA system. Features include: Text Search, Pattern Matching, Redact
Similar, and Redaction Exemption Reasons.
B. WebQA Agrees To The Following Functionality:
Correspondence Service:
(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 iframc)
(c) One-time setup and load of25 Answers into knowledgcbasc
(d) One-time setup and load of I Correspondence Request
a. Per agree111en1, Carlsbad will be able to repurpose existing workjlows and contacts fro111 FOIA in
addition to creating new ones specifically related to Correspondence
(e) One-time setup of Resident facing web portal with branded labeling to the look and feel of Customer website
(or iframe)
(f) Forms and Letter templates: Up to IO custom letter templates
(g) Future Branding to Customer Website is included once per billable term. Otherwise branding is billed at
$125/hr.
(h) Special Implementation Action (Integrations, etc.): None at this time
City-Wide Mobile:
(a) All Mobiles are configurable and changeable:
• Customer receives I change per year per mobile after initial setup.
• Other changes at $125/hr and usually take only 1-3 hours
(b) All Mobiles run on iOS, and Android operating systems (please note Apple now requires each customer have
a Developers License)
(c) Mobile Implementation Descriptions are as fo llows
• Citizen Mobile: View FAQ's, create/view requests and link to other sites
• Staff Mobile: For city staff to perform BASIC request handling/processing functions including: (a)
creation,
(b) Editing (c) reassignment (d) note and picture creation (e) message response and (f)
change status.
City Attorney Approved Version 9/27/16
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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
(c) Allow WebQA to place advertising links on application with Customer's approval. All links will be approved
by customer before they are placed on the application.
D. Training and Ongoing Support:
(a) One Online Administrator training
(b) Two Online training session for all users
(c) *Two days on-site training per pricing below
(d) Ongoing support through system videos and knowlcdgebase
(e) Periodic webinars to trai n and update customers on new features
(f) NOTE: Customer will log ALL ISSUES, including high-priority, into WEBQA SUPPORT PORTAL at
www.supportga.com to receive service.
Estimated Project Timeline
\lill-stonl'
Requirements Gathering (GovQA will insert items already completed from
FOlA implementation)
Project Kickoff Meeting (Wave I review of initial site setup)
Site Serup and Configuration
Site Review
Testing
Finalize Site
Training
Go Live
Project Completion and Transition to Client Relationship Team
E. Fees:
r-
Software Subscription Costs
Software License(s)
GovQA Correspondence Service
GovQA City-Wide Mobile
GovQA Attachment Search & OCR
GovQA Fortress Hosting
GovQA Redaction (I License added)
Total
May 20, 2019
May 23, 2019
June 06, 2109
June 13. 2019
June 27, 2019
July 09. 2019
August 15, 2019
August 21, 2019
August 29, 2019
Annual Cost
$6,000
$1,500
$2.400
$6,000
$500
$16,400
One-Time Software Implementation Costs
GovQA Correspondence Service $1,000
GovQA City-Wide Mobile Waived
GovQA On-Site Training ($2,500 per day) $5,000
GovQA Fortress Hosting Waived
Total $6,000
City Attorney Approved Version 9/27/16
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F. Payment Schedule:
Upon Signing of Agreement $9,000
50% of GovQA Fortress Hosting Subscription Costs
50% of Correspondence Service Subscription Costs
50% of One-Time Software Implementation Costs
Upon Completion of Exhibit C $3,000
50% of GovQA Fortress Hosting Subscription Costs
Upon Completion of Training $1,500
25% of One-Time Software I mplemcntation Costs
Upon Systems Acceptance and Go Live $8,900
25% of One-Time Software Implementation Costs
Remainder of Software Subscription Costs
G. Data: Customer data is owned by customer. The Service(s) will not be used to capture confidential information of any
kind such as social security numbers or individual financial data or other sensitive data unless deployed in
Fortress. All document allachment storage is via a Microsoft Azure Government Cloud provisioned by GovQA.
500GB of storage is included in the fees set forth above, with every additional I TB of storage being assessed a
fee of$ I 00/month. Storage is reviewed yearly and adjusted at the next annual invoice.
H. Terms: Synch to Original Services: the Billable Term start date will be 4/26/2019 and go to a SYNC DA TE of
12/18/2019 at which point the tem1 for these Additional Services will sync to the tem1 of the Original Contract and
all subsequent renewals.
I. 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 payment is not received by start of
the Annual Billable Term, WebQA has the right to suspend all services. Furthermore, invoices accrue I% per
month past due fee and customer is responsible for all costs, including attorney fees, for the collection of invoices.
J. 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 605 17
W, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS ADDENDUM.
Customer WebQA, Inc.
By: --~r:JJ~ei~~~~~LL.:..~---
Signature:--:r--~,----:::i~.:...._....,._.c.... ________ _
By:
Signature:--~-'"""' ....... ---~-------------
Title:
Date:
Title: C,7 00
Date: '-//z_ei, f I q
Ex h i b it "B"
Statement of Work
Correspondence System
City Attorney Approved Version 9/27/16
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IMPLEMENTATION & TRAINING SERVICES
Date:
Revised 3.25.2019
Services Performed By:
GovQA
900 S Frontage Road, Suite 110
Woodridge, IL 60517
Scope of Work
GovQA shall provide the Services and Deliverable(s) as follows:
Services Performed For:
Ca rlsbad, CA
• Collaboration with the City on developing, monitoring and maintaining a project plan
• Installation and set-up of the application
• Advise client on best practices
• Confi guration of interfaces
• System integration testing of functionality (if applicable)
• Training of trainers (Subject Matter Experts) on the software and basic system functionality
• Transition to the Client Relationship team upon rollover to production
Scope is limited to the Correspondence Module. This does not include the additional Compliance Suite Modules,
such as Subpoenas, Internal Requests, Inter-Agency Requests, Claims, or Legal Holds.
City Attorney Approved Version 9/27/16
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Responsibilities and Deliverables
Pro·ect Mana ement
Initiate/prepare Kickoff
Presentation
Create project plan with
milestones, due dates, and
weekly status updates
Provide weekly status reports
and timeline updates
Documentation of completed
implementation
Requirements Gathering
Provide templates and conduct
sessions to gather information
used to build and test platform
Identify report requirements
Customer Responsibilities
Participate in Kickoff Presentation and
identify key stakeholders
Participate in planning, identify Subject
Matter Experts
Provide feedback for weekly status
reports, distribute to key stakeholders,
identify possible issues
Review and accept documentation
Participate in work sessions, provide
current and future business processes
Participate in creating report
requirements
Deliverables
Kickoff Presentation
Project Timeline
Weekly Status
Report
Email
Deliverables
Complete templates
with data inputs
Email confirmation
of report
requirements
City Attorney Approved Version 9/27/16
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Build/Configureffest
GovQA Responsibilities
Design, build, configure,
document, transfer knowledge,
and test the overall
configuration required to
produce a functioning instance
Configure public portal
branding, including HTML
layout, within Customer's
website with access to the
public records request solution
Create letter and email
templates to support the
business process
Configure custom fields for
service request
Enable Customer to publicly
post any record requests
Configure fee and time tracking
based on the business rules
Configure knowledgebase for
internal and external use on
portal and import answers.
Configure service request forms
and field level validation as
required
Establish and configure initial
list of staff members' security
credentials and create training
videos for creating, revising, or
deleting employee information
Validate/build/configure/test
activity
R • •
Customer Responsibilities
Observe and learn how to set up, verify,
and make decisions
Define branding and page layout
Provide and review template content
Provide required custom fields
Manage staff functions and access
Provide and confirm pricing
Provide answers to questions in
knowledgebase
Provide requirements
Provide staff list with indication for level
of access
Participate in validation
Deliverables
Overall instance
setup
Portal setup &
configuration
Email and letter
templates
Custom fields
Public Archive
Process
Fee and time
tracking
Knowledgebase &
content
Service requests
Security credentials,
setup, video
instructions
Build/configure/test
report
(email notice)
GovQA Responsibilities Customer Responsibilities Deliverables
Create customizable report
templates that can be exported
Observe and verify setup, further Report templates
design custom reports that are available
City Attorney Approved Version 9/27/16
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to a spreadsheet or PDF
Knowledge transfer: best
practices, report exports
• •
GovQA Responsi bilities
Support Customer with
documentation for test case
development, responses to test
result issues, updates to
configurations and modifications
to portals
Assist with setting up test
accounts for role-based testing
upon completion or delayed
Understand best practices and
reporting export process
AT)
Customer Responsibilities
Write UAT plan and test cases as
needed, perform testing, document
issues, communicate to GovQA
Setup test account
Deliverables
UA T Test Process
Test Accounts setup
City Attorney Approved Version 9/27/16
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1----
T .. dS • • • rt
Go vQA Responsibilities Customer Responsibilities Deli verables
Provide orientation/training at
the beginning of the
engagement to ensure that
team members have clear
understanding of the
capabilities of the solution
Provide a training plan that
covers the types of training,
roles of users who should
attend which training, training
materials provided for each
training, and training
logistics/needs from the
Customer
Provide two administrator
training sessions for
configuration of portal and
administration of the instance,
with knowledge areas inclusive
of the Build/Configure/Unit test
activity.
Provide two deployment training
(as built) to the users based on
the training plan. Record the
training sessions and provide
recording videos.
Participate in the orientation/training,
prepare and process a training survey
for quality
Participate in the training planning
sessions, update the training plan with
specifics about people, facilities, and
timing. Validate that deployment
training covers the as-built and that the
as-built training materials are adequate.
Participate in the administrator training
and provide feedback
Participate in the deployment training.
Prepare and process a training survey
for quality.
Out of box training
materials:
"Get Started Guide"
Training plan
(medium level
detail)
Training Results
Report
(E-Mail notice ok)
As Built Training
Materials, Training
Results Report
(E-Mail notice ok)
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GovQA MAKES NO REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR HT ESS l'OR A PARTICULAR PURPOSE EXCEPT AS OTflERWISI, STATED IIEREIN
OF TIIE SERVICE(S) AND SIIALL IIAVE NO LIABILITY FOR ANY CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING, BUT NO'I LIMITED TO, DATA LOSS AND
BUSINESS INTERRUPTION, AND THE PARTIES AGREE THAT TIIE ONLY REMEDIES THAT SHALL DE AVAILABLE TO CUSTOMER UNDER THIS AGREEMENT SHALL BE
TIIOSE EXPRESSLY SET FORTH IN TlilS AGREEMENT. GOVQA'S LIABILITY UNDER ALL CIRCUMSTA 'CES INVOLVED HEREI TIIIS AGREEMENT IS EXPRESSLY
LIMITED TO THE AMOUNT RECEIVED BY GovQA UND~.R THIS AUREEMENT.
City Attorney Approved Version 9/27/16
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Ex hibit "C"
Statement of Work
GovQA Exchange Platform -Fortress Migration
IMPLEMENTATION & TRAINING SERVICES
Date: Services Perfo r med By: Services Performed For:
Revised 3.25.2019 GovQA Carlsbad, CA
900 S Frontage Road, Suite 110
Woodridge, IL 60517
Scope of Work
GovQA shall provide the Services and Deliverable(s) as follows:
Scope is limited to the migration to Azure deployment. This does not include any additional modules, such as
Subpoenas, Internal Requests, Claims, or Legal Holds.
Allocate technical resource from GovQA for migration
Communicate change internally to staff via e-mail
Approve internal staff login disclaimer language & Send to GovQA
Confirmation email of go/no-go from Customer that all information has been provided and
launch date is confirmed
Configure Login Message globally for all Carlsbad GovQA Users
Identify all prepared response changes needed and store as HTML docs
Identify all email template language changes needed and store as HTML docs
Identify all changes needed on any public/private answer content
Migrate Database & Files (GovQA) -Update end points in Okta simultaneously (Carlsbad)
Update hyperlink URLs in confirmation messages and confirmation email (each request type)
Update all CUSTOMER Email template links
Update all Prepared Responses with links
Update necessary Answers with links
Send all clear email to Carlsbad to make changes to website links
Update Hyperlink URL on Carlsbad website
Test submission on portal
Confirm test-send all clear to project team
Remove Disclaimer staff message & Public portal display message
Closure of Technical Team Support ticket
Timeframe
Responsible
Party
GovQA
Carlsbad
Carlsbad
Carlsbad
GovQA
GovQA
GovQA
GovQA
GovQA / Carlsbad
GovQA
GovQA
GovQA
GovQA
GovQA
Carlsbad
GovQA
GovQA
GovQA
GovQA
City Attorney Approved Version 9/27/16
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Best practice to provide internal communication to GovQA users that they will need to use a new URL two weeks
prior to the data migration to Microsoft Azure. Migration is scheduled during off hours. We estimate this will take
approximately 2 hours of down time during the off hours, which includes the implementation engineer's
responsibility to make configuration updates outlined in task list above.
Total estimated time to competition = approximately 2-3 weeks after kickoff call
Account Management
Customer will continue to work with designated Account Manager. Customer can expect interactions with Account
Management to include topics such as:
• Implementation process satisfaction
• Additional training if needed
• New features as released
• Application Usage
• Any application configuration changes that may need to be made/updated
• Update contact information
(Please note: additional fees may apply for training, some new features and configuration changes.)
Additional Support Tools
GovQA offers a full suite of training products to assist users in furthering their education on the platform.
• Online Training Tool Videos: 1 Minute clips of basic & advanced "How To" videos that cover
all functionality within the GovQA System
• The Quick Reference Guide: This manual guides the user through basic responsibilities
throughout the GovQA System.
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AMENDMENT NO. 1 TO AGREEMENT FOR OPEN RECORDS REQUEST MANAGEMENT
SYSTEM SERVICES
WEBQA, INC. (DBA GOVQA)
This Amendment No. \ is entered into and effective as of the \~ay of ~ (.,~ , 20 \ 'o, amending the agreement dated December 18·
201 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"),
and WEBQA, INC. dba GOVQA, ("Contractor") (collectively, the "Parties") for Active Directory
Federation Services (ADFS) SAML 2.0 SSO integration.
RECITALS
The Parties desire to alter the Agreement's scope of work to include ADFS SAML 2.0
SSO integration; and
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. In addition to those services contained in the Agreement, as may have been
amended from time to time, Contractor will provide those services described in Exhibit "A". With
this Amendment, the total annual Agreement amount shall not exceed eleven thousand four
hundred dollars ($15,420.00).
2. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
3. All requisite insurance policies to be maintained by Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
4. The individuals executing this Amendment and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Amendment.
CONTRACTOR
/-----
(sign here)
LL..e"NSc:ttfJ ~lb §.R_, c_~
(print name/title)
Cl Y O CARLSBAD, a municipal
co orat on of the State of California
By:
City Manager or Mayor or Director
ATTEST:
City ttorney Appro ed Version 9/27 /16
'{sign here)
1/ L _ \ C-\\ ~ -,(\~ ..L,-. rD__ r:-I~' i~ .~erk ~ I ·ma ( >,, ~pr~t'~a~~/araj I l.:L :!!! Il~ "0 ,, -"' , , \!..I
If required by City, proper notarial acknowledgment of execution by Contractor must be
attached. If a corporation, Agreement must be signed by one corporate officer from each of the
following two groups:
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
BY: ~ -L-<--<--.)
Assistant City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES AND FEE
SCHEDULE B -ADFS Connector
Relationship To The Original Contract and Purpose: This is an addendum to the existing WebQA Services
Purchase Agreement executed between WEBQA, Inc. ("WEBQA") and the City of Carlsbad ("Customer") signed
12/18/2017 with its current term starting 12/18/2017 and ending 12/17/201 8 ("Current Contract Period"). The
purpose of this Addendum is to add the new services selected below.
Additional Services: Customer is ordering the following service(s) at the fol lowing prices.
GovQA ADFS Connector
Subscribed Services
I The Integrated GovQA ADFS Connector to provide a Single Sign On (SSO) for
Customer Staff Access users accessing the WebOA administration tool.
B. ADFS Connector Assumptions/Requirements:
I. WcbQA ADFS Connector only supports ADFS. Requires ADFS to be installed on top of Microsoft Active Directory
2. Support for SAML 2.0 is required. Custo111er"s server will need to be at 111ini111u111 Windows 2008 or higher. ADFS
version 2.0 and up supports SAML 2.0.
3. Custo111er to provide WebQA with their Federation Mctadata XML file. This will contain:
• Public Certificate
• Login URI endpoint
• Logout URI endpoint
• ldP Na111e
• General Service URL
4. WebQA will provide client with a Federation Mctadata XML file. This will contain:
• Public Certificate
• Login URI endpoint
• Logout URI endpoint
5. WebQA to provide clai111s infor111a1ion (attributes) that \VebQA needs for SSO. There arc a standard set of four ite111s
that WcbQA requires for SSO:
• "NameID" = A unique identifier used by WcbQA as the equivalent of the Staff Login ID
• "First a111e·•
• "LastNa111e"
• "E111ail"
6. WebQA will configure the ADFS Connector to understand the trust relationship and be able to create a valid signature
while validating the signarure that is passed. WebQA will routinely update certificates and trust information as that
information can change on both sides.
7. If this is the first ti111e a user is logging into the WcbQA system, the user will be created with a default security profile.
This default security profile is specified in the back end configuration of the syste111. Each ti111c the user logs in, the
attributes will be updated based on the data that is passed into the system.
Software Subscription Costs
Software License(s) Quantity Annual Cost
GovQA ADFS Connector I $2.400
Implementation Costs (One-Time)
Gov A ADFS Connector waived
Start Date and Timeframes: The START DATE for the term of this agreement will be June OJ, 2018 and go to
a SYNC DATE ofDeeember 17, 2018 at which point the term for these Additional Services will sync to the term of
the Original Contract and all subsequent renewals.
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Billing: Billing from START DATE to SYNC DATE will occur on the signing of this Schedule Band include the
monthly fees and implementation fee associated with the Additional Services described above. After the SYNC
DA TE, the billing period for these Additional Services will be incorporated into the billing of other WebQA
services to the customer consistent with the Original Contract and all subsequent renewals.
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AG-REEMENT FOR OPEN RECORDS REQUEST MANAGEMENT SYSTEM SERVICES
WEBQA, INC. (DBA GOVQA)
THIS AGREEMENT is made and entered into as of the / g~ day of Wo C' q tfY\. 0 )£,c:,, , 20.l::t;-by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and WEBQA, INC. dba GOVQA, a Woodbridge, IL, ("Contractor").
RECITALS
A. City requires the professional services of a Software-as-a-Service provider that is
experienced in public records request compliance software. ·
B. Contractor has the necessary experience in providing professional services and
advice related to public records request compliance software.
C. Contractor has submitted a proposal to City and has affirmed its willingness and
ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined In attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and
skill customarily exercised by reputable members of Contractor's profession, and will use
reasonable diligence and best judgment while exercising its professional skill and expertise.
3. TERM
This Agreement will be effective for a period of three (3) years from the date first above written,
annual billable increase be set to CPI, or 5%, whichever is lower. The Parties may amend the
Agreement to extend it for an adqitional two (2), one (1) year periods or parts thereof.
Extensions will be based upon a satisfactory review of Contractor's performance, City needs,
and appropriation of funds by the City Council. The parties will prepare a written amendment
indicating the effective date and length of the extended Agreement. The written amendment
extending the agreement must be signed by both Parties.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION .fl 14 I 400 ~ ,..... ~
The total fee payable for the S ices to be performed during the initial Agreement term will be
nine thousand dollars , per year. Per section 3, above, with an annual increase set to
CPI or 5% of the prior annual cost, whichever is lower, the maximum fee payable during the
initial term shall be forty one thousand ninety one dollars ($41,091.00). ·(see Exhibit A,
paragraph E.) The fee shall be paid on an annual basis, beginning at the time the agreement is
entered into and on each annual anniversary of this Agreement. No other compensation for the
Services will. be allowed except for Items covered by subsequent amendments to this
City Attorney Approved Version 9/27/17
Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has
accepted the work and/or Services specified in Exhibit "A".
If the City elects to extend the Agreement beyond the initial term, the annual amount shall not
exceed one hundred eight percent (108%) of the prior annualized cost.
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished, but will consult with City as
necessary. The persons used by Contractor to provide services under this Agreement will not
be considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within
thirty (30) days for any tax, retirement contribution, social security, overtime payment,
unemployment payment or workers' compensation payment which City may be required to
make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work
done under this Agreement. At the City's election, City may deduct the indemnification amount
from any balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City.
If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the
acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as Contractor is for the acts and omissions of persons directly
employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and City. Contractor will be responsible for
payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to Contractor's work unless
specifically noted to the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorney's
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that
this section will survive the expiration or early termination of this Agreement.
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10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The
insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR
with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers
(LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-
admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest
quarterly listings report.
10.1 Coverage and Limits.
Contractor will maintain the types of coverage and minimum limits indicated below, unless the
Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage
will not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate,
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense. The full limits available to the named insured shall also be available
and applicable to the City as an additional insured.
10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per
occurrence for bodily injury, personal injury and property damage. If the submitted policies
contain aggregate limits, general aggregate limits will apply separately to the work under this
Agreement or the general aggregate will be twice the required per occurrence limit.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work
for City). $1,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits
as required by the California Labor Code. Workers' Compensation will not be required if
Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's
profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of five years following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General Liability
which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability,
which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior written notice to City sent
by certified mail pursuant to the Notice provisions of this Agreement.
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10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to
maintain the required coverages. Contractor is responsible for any payments made by City to
obtain or maintain insurance and City may collect these payments from Contractor or deduct the
amount paid from any sums due Contractor under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time,
complete and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of
three (3) years from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of City. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy
of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and
Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement.
For City
Name Sheila Cobian
Title City Clerk Services Manager
Department _C~ity.____C_le_rk _____ _
City of Carlsbad
Address 1200 Carlsbad village Drive
Carlsbad, CA 92008
Phone No. 760-434-2820
For Contractor
Name ...Jot+r-1 """J),t.eNScri-1')et)G1t
Title C...2-C)
Address 900 s. ftzo,,.rmc;.,{1:~1) .. ~ H6
l,;()oolffi.iuG-£ IL CQo.St f •
Phone No. ft; 30 -, 35-?f:31:5
Email
City Attorney Approved Version 9/27/17
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Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all categories.
Yesf:i:I NoD
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way affect the
performance of the Services by Contractor. Contractor will at all times observe and comply with
these laws, ordinances, and regulations and will be responsible for the compliance of
Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to both
parties involved along with recommended methods of resolution, which would be of benefit to
both parties. The representative receiving the letter will reply to the letter along with a
recommended method of resolution within ten (10) business days. If the resolution thus
obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded
to the City Manager. The City Manager will consider the facts and solutions recommended by
each party and may then opt to direct a solution to the problem. In such cases, the action of the
City Manager will be binding upon the parties involved, although nothing in this procedure will
prohibit the parties from seeking remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may
terminate this Agreement for nonperformance by notifying Contractor by certified mail of the
termination. If City decides to abandon or indefinitely postpone the work or services
contemplated by this Agreement, City may terminate this Agreement upon written notice to
Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any
documents owned by City and all work in progress to City address contained in this Agreement.
City will make a determination of fact based upon the work product delivered to City and of the
percentage of work that Contractor has performed which is usable and of worth to City in having
the Agreement completed. Based upon that finding City will determine the final payment of the
Agreement.
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Either party upon tendering thirty (30) days written notice to the other party may terminate this
Agreement. In this event and upon request of City, Contractor will assemble the work product
and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee
payable under this Agreement. City will make the final determination as to the portions of tasks
completed and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or
violation of this warranty, City will have the right to annul this Agreement without liability, or, in
its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full
amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part of the Agreement process as set forth in this Agreement and not in
anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false
claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.,
the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made
with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result of
which Contractor may be prevented to act as a Contractor on any public work or improvement
for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction
is grounds for City to terminate this Agreement.
23. JURISDICTION AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement nor any part of it nor any
monies due or to become due under it may be assigned by Contractor without the prior consent
of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it,
along with the purchase order for this Agreement and its provisions, embody the entire
Agreement and understanding between the parties relating to the subject matter of it. In case of
conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor
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6
any of its provisions may be amended, modified, waived or discharged except in a writing
signed by both parties.
26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
(sign here)
~"t4NDILENs;c.H~E U)U{,(~t)
(print name/title)
By:.~
~)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: #{--L M A LUNDSTEDT
C ~perating Officer
ATTEST:
.OM<~(JG\ BARENGLESON :.,::
City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a corporation, Agreement must be signed by one corporate officer from each of the
following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA AT!,~ty Attorney
BY: --~----''--""-"'--=~:::;.._------
Assistant CityAttorney
City Attorney Approved Version 9/27/17
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I
I
I
'
A. Service(s) Description s:
GovQA FOIA Servi ce
GovQA FOIA Publi c Portal
GovQA FOIA Publi c Archive
GovQA Advanced S earch
Exhibit A
Subscribed Services
FOIA 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 searchin via the FOIA Public Archive ortal.
Web Portal to capture FOIA requests and provide requestors with updates and history of
revious re uests.
Provides the ability to post completed FOIA requests to the web for searching via the
FOIA Public Archive ortal.
The Advanced Search functionality allows the staff member to directly search fully
indexed and tagged documents to be reused in new open requests. This direct search
provides you the ability to be consistent in your responses. In addition, you will save
resource time b not havin to com letel redact the same document twice.
B. GOVQA Agrees To T he Following:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
One-ti me setup of Landing Page with Icons and Links to Customer Help areas
Br anded labeling of Landing Page to the look and feel of Customer website (or iframe)
me setup and load of 25 Answers into knowledgebase One-ti
0 ne-time setup of Citizen Portal with branded labeling to the look and feel of Customer website ( or
ame) ifr
Li
In
cense and One-time setup of (two) request types, city and PD related to Freedom of Information
quiries
Fo
Fu
$9
Sp
rms and Letter templates: Up to 10 custom letter templates
ture Branding to Customer Website is included once per billable term. Otherwise branding is billed at
5/hr.
ecial Implementation Action (Integrations, etc.): None at this time
C. Customer Agrees To:
(a)
(b)
Hold an implementation joint kickoff meeting with GOVQA within 15 days from contract signing.
nd execute Project Plan to be fully implemented within 120 days of contract signing Build a
D. Training and Ongoing Support Included in Implementation and Subscription Fees:
E. Fees:
(a) One On line Administrator training
(b) TwoO nline training session for all users
(c) Ongoin g support through system videos and knowledgebase
(d) Periodi c webinars to train and update customers on new features
(e) Additio nal hours of online end-user training, may be purchased at a future date at $125/hr
(f) Custom er will log ALL ISSUES into GOVQA SUPPORT PORTAL at www.supportga.com to receive
pport. technical su
Software Subscription Fees
Software Licenses
GovQA FOIA Services as Described in Section A -
st t es -unlimited users (2) Reque
GovQA Advanced Search as Described in Section A
Total (In
Redaction License Fees
Software Licenses
GovQA Redaction Licenses 2
One Time Implementation Costs
GovQA FOIA Im lementation Services as Described in Section B
Monthl Cost Annual Cost
$750 $9,000
$200 $2,400
$950 $11,400
Annual Cost
$1000
$2,000
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G. Billing:
GovQA Advanced Search and Im lementation as Described in Section B
Total
Data: Customer data is owned by customer. All document attachment storage is via an Amazon S3
standard storage account provisioned by GOV QA. 500GB of storage is included in the fees set forth
above, with every additional 500GB of storage being assessed a fee of $SO/month. Additionally,
200GB per month of document attachment retrieval is included. Every 100GB over the allotted
200GB of document retrievals per month will be assessed a $50 fee per month.
Storage is reviewed yearly and adjusted at the next annual invoice.
WAIVED
$2,000
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 reso~ecessary to begin project. If payment is not received by start of
the Billable Term, 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.
H. Remittance: All payments should be made directly to GOVQA. GOVQA mailing address for all payments is:
GOV QA Accounts Receivable Department, 900 S. Frontage Road Suite 110, Woodridge, IL 60517
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