HomeMy WebLinkAboutEnvision Sustainability Tools Inc dba MetroQuest; 2016-06-13;AGREEMENT FOR INTERNET APPLICATION SERVICES WITH
ENVISION SUSTAINABILITY TOOLS, INC., d.b.a. METROQUEST
T!IS AGREEMENT is made and entered into as of the / '3 f;lh day of
c l U.rle , 201.Ja, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and Envision Sustainability Tools Inc., d.b.a. MetroQuest, a corporation,
("Contractor").
RECITALS
A. City requires the professional services of a vendor that is experienced in providing
web-based public involvement survey tools.
B. Contractor has the necessary experience in providing professional services and
advice related to web-based public involvement survey tools.
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", MetroOuest Subscription Software Proposal
for City of Carlsbad; and Exhibit "B", MetroQuest Service Level Agreement ("SLA"), both of which
are 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 practicing in both the
southern California area and the British Columbia, Canada Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise. In the event of a
conflict between the United States professional care standards and British Columbia, Canada
professional standards, Contractor shall use the United States standards.
3. TERM
The term of this Agreement will be effective for a period of one (1) year from the date first above
written. The City Manager may amend the Agreement to extend it for two additional 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.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term shall not
exceed twenty-six thousand dollars ($26,000) payable in currency of the United States dollar. No
other compensation for the Services will be allowed except for items covered by subsequent
amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not
exceed twenty-six thousand United States dollars ($26,000) per Agreement year.
City Attorney Approved Version 4/1 /15
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. ORDER OF PRECEDENCE
In the event of a conflict with any exhibit attached to this Agreement, this Agreement shall take
precedence over the exhibits attached hereto.
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 attorneys
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.
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
City Attorney Approved Version 4/1/15
2
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 Deleted.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the Province of British Columbia. 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.
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.
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
City Attorney Approved Version 4/1/15
3
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 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. Ownership of data collected for the City is described
in the MetroQuest SLA.
14. COPYRIGHTS
Deleted.
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 For Contractor
Name JlSS0
ICll Vad1lla,,. bowY] Name _M_i_ke_W_a_ls_h ________ _
Title Com1'.J\IA\~lt-~ f1e,ict_t1oos (l)c4illo/-J Title _P_r_e_si_d_en_t _________ _
Department Coff\ffitAf'\iC.CtJIDQ:J Address 510-1111 Melville St.
City of Carlsbad Vancouver, BC, V6J1 G?
Address 1ao0 Cculstlx:i\£114£¥--Dr. Phone No. _6_0_4-_22_5_-2_0_13 _____ _
CarbDa.d, CA qJD08 Email Mike.walsh@metroguest.com
Phone No. ']toO 4?24 .,. J<;3Lf 9
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 four categories.
City Attorney Approved Version 4/1/15
4
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.
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
City Attorney Approved Version 4/1/15
5
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 a11y 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 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.
City Attorney Approved Version 4/1/15
6
CONTRACTOR
By:
(sign here)
/ //
(print name/title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
[IN RT TITLE OF PERSON
AUTHORIZED TO SIGN (City Manager 0f . .
~)]
ATTEST:
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:
City Attorney Approved Version 4/1/15
7
Exhibit A
SCOPE OF WORK
MetroQuest Subscription Software
Engagement Objectives
A key component of the work is to engage citizens in a meaningful way in the process.
In particular, the engagement objectives include:
• Engage a large number of participants that reflect the demographics of the project area;
• Provide multiple mechanisms and opportunities for citizens to participate in the process;
• Allow citizens to learn about the project as well as provide their feedback; and
• To gain insight into public opinion about the project.
MetroOuest Solution
In order to meet the engagement objectives, Envision will use MetroQuest, which includes the
following:
a. Develop and maintain a configuration of MetroQuest for each project;
b. Provide support for online, workshop, peer to peer tablet, and smart phone engagement as
needed;
c. Adhere to the relevant jurisdiction's privacy legislation for the collection and storage of
private information; and
d. Provide training for the identified project team personnel on the MetroQuest software setup
process, including how to create and complete a content template from the MetroQuest
master content template.
e. Provide training for project team personnel on the use of the MetroQuest Data Management
System (MetroQuest Insights), allowing City of Carlsbad to access integrated data from all
respondents, which will enable City of Carlsbad to observe trends, and analyze the results.
MetroQuest Setup Process
In addition to the MetroQuest software, Envision will work with the project team to help the team
understand how best to use MetroQuest and what will be required to create a new configuration
for each project. This begins during the Subscription Kick-off Meeting at the commencement of
the subscription period and continues through the subscription period as needed.
The standard process for setting up MetroQuest for each project includes 2 steps as follows:
1. Requirements Confirmation
a. Client selects desired screens for use in project-specific configuration;
b. Envision creates a specification document (brief document with schedule, selected
screens and examples), based on (a); and
c. Client approves proposed configuration, by signing and returning this document.
2. System Configuration (typically 3 to 4 weeks, commences once Requirements Gathering is
complete)
a. Draft
i. Client creates content template;
ii. Client provides a complete set of draft content via the content template;
iii. Envision builds draft.
City Attorney Approved Version 4/1/15
8
b. Revisions
i. Client gathers and provides all desired revisions once;
ii. Envision makes changes;
iii. Client approves final version.
c. Launch
i. Envision completes, tests and launches 1st language configuration;
ii. Client completes translation table (supplied by Envision)*;
iii. Envision completes, tests and launches subsequent language configuration(s) *.
* -only necessary for multiple language projects
Steps (a), (b) and (c) are dependent on one another, meaning that the next step cannot begin
until the previous step is complete.
Timing of the process is largely in the client's control. If tasks are completed more quickly, then
the typical process time can be shortened. That said, most clients take more than a week to do
their portion of each of (a) and (b).
Envision will create a draft within 1 business day of receiving complete content.
Envision will implement allowable revisions within 2 business days.
Envision will complete launch preparations for the 1st configuration in 3 business days.
There may be additional fees and/or time implications for additional change requests
Use of MetroQuest for an unlimited number of Standard Configurations in up to 2
language (includes support for an unlimited period of public access for each
MetroQuest Configuration via computer web browser, mobile, peer to peer iPad, and
kiosks; hardware not included)
On site support and/or training for MetroQuest integration into a workshop using
iPads/facilitator functionality/mobile devices (includes travel; maximum 2-days
onsite}.
$26,000/Year
(prepaid)
$3,000
City Attorney Approved Version 4/1/15
9
Term of the Agreement
The client will assign one or two staff member(s) who will be the dedicated relationship
contact(s) to work directly with their Envision counterpart to manage all aspects project delivery
and implementation for all the MetroQuest Configurations, to better ensure project delivery
efficiencies.
Standard MetroQuest Configuration package assumes the Configuration contains 4 or 5
Screens. The Introduction and Exit screens are required. The additional 2 or 3 screens are from
the remaining 11 standard screens in the MetroQuest Screen Gallery, using only the standard
configuration options.
Invoicing Schedule:
• Annual Subscription Fees will be invoiced on or before the 1st day of the subscription
period.
• Other amounts will be invoiced on task completion and/or delivery.
Payment Terms:
• Payment is due upon receipt of the invoice and payable by check (no credit cards)
City Attorney Approved Version 4/1/15
10
Exhibit B
MetroQuest Service Level Agreement
MetroQuest® stakeholder engagement software ("Software") is an internet application
that is developed and provided by Envision Sustainability Tools Inc. ("Envision"). The
Software is provided through a software-as-a-service ("SaaS") subscription model.
Definitions
Software
The Software is an internet application, meaning that it is delivered to the Customer via
the internet and utilized via a web browser. The Software is housed on secure web
server(s) and made up of two distinct components:
i. A digital engagement platform that can be configured for a particular planning project
and made available to the public and other persons to gather input, the
("Engagement Platform"); and
ii. A set of web based administration tools used to access visitor data, the
("Administration Tools").
Saas -Customer does not install and run the Software on its own computers, but rather
uses the Software via a web browser. The Software is maintained and provided by
Envision via secure web servers for use via the internet.
Project -The planning project or other undertaking for which the Software will be used
to collect input.
Site -An instance of the Software setup for a specific Project in a particular language.
Visitor -An individual who interacts with the Software, particularly the Engagement
Platform and provides input on a particular Project.
Channel -The different combinations of hardware and software that the Software can
be made available to Visitors via. Currently the alternatives are Web (utilizing a Visitors
computer and internet connection), tablet, kiosk, workshop and smart phone.
Client or Customer -City of Carlsbad
Supported Browsers
The Engagement Platform has been tested and made compatible with the following web
browser software:
Internet Explorer 9+, Safari 3+, Firefox 3.6+, Chrome 3+, Opera 1 0+ for MacOS and Windows.
Smart phones supported:
iPhone 4 or later running iOS 5 or later; Android devices running OS 4.0 or later; Windows
Phone running OS 7.0 or later.
The Administration Tools have been tested and made compatible with the following web
browser software:
Internet Explorer 1 0+, Chrome 3+ for Windows, Opera 1 0+ for MacOS.
Roles and Responsibilities
Three elements are required to enable Visitors to interact with a particular Site:
i. MetroQuest Software configured for a Client's Project;
ii. Specific hardware and software, which varies by Channel:
a. For the Workshop Channel, the Customer's hardware and software which is the machine
that is being used by the Customer to run the Software during a workshop or meeting;
b. For the other Channels (Web, tablet, kiosk, smart phone), the Visitor's hardware and
software, which is the machine that is being used by the Visitor to utilize the Software;
i. for the Web Channel, this would be a Visitor's computer running at home or
wherever the Visitor is using the Software, and the web browser on that computer;
ii. for the tablet or kiosk Channel, this would be the kiosk hardware and the web
browser running on the computer inside the kiosk and/or the tablet computer and
browser running on the tablet computer;
iii. for the smart phone Channel, this would be a Visitor's smart phone; and
iii. A connection to the internet.
The following table explains who is responsible for providing each element.
MetroQuest Software
Visitor's Hardware and
Software
Internet Connection1
Envision
Visitor
Visitor
Envision Envision
Custorner Hardware provider2
Custorner Customer
1. Internet Connection is the sole responsibility of the Visitor or Customer. In the case of
the tablet or kiosk Channel, the Customer will provision an active internet connection
that is available 7 days per week, 24 hours per day. In the case where the Customer
cannot provide an active internet connection, due to some physical or other technical
constraint, local MetroQuest Software support may require the Customer to contract
Envision to support this software locally and as such the Customer must assume all
incremental costs (labour, travel, etc.) directly related thereto.
2. Hardware provider would be the kiosk manufacturer in the case of a kiosk, or the tablet
manufacturer in the case of a tablet.
MetroQuest Software Availability
Envision will ensure the MetroQuest Software is available 99.5% of the time, measured on a
twenty four (24) hour clock, monthly. MetroQuest is hosted by Microsoft Windows Azure, a
cloud based server technology which delivers a 99.95% monthly service level.
(http://www.windowsazure.com/en-us/support/sla/). Microsoft Azure is one of the largest and
most reliable hosting firms in the world.
MetroQuest's availability excludes times that the Software is unavailable due to scheduled
maintenance. Scheduled maintenance for the Software occurs weekly on Sunday from 6PM-12
midnight, Pacific Time, including holidays. "Downtime" is defined as a system outage or the
time(s) when the Software is unavailable as measured from the time a severity level 1, 2 or 3
incident is reported, to the time that incident is resolved.
The following table indicates the response and resolution time the Customer can expect, based
on the type of incident, defined by "Severity Level" once Envision has been notified of an
incident, as well as the remedy that will be provided in the unlikely event that service levels fall
below 99.5%.
1 Full System Outage /or a reproducible 1 hour 1 day 1 day credit for
error that causes the Software to each 1 hour of
crash for a Visitor dovmtime
2 Partial System Outage/ a reproducible 4 hours 2 days N/A
error that has a workaround and does
not cause the Software to crash for a
Visitor; or content or other
information that are not displaying as
agreed upon
3 Minor Incident/ General Support 24 hours 5 days N/A
General Support and Maintenance
Envision will provide the following Support Services ("Support") for MetroQuest Software:
For Customers:
(a) Support will be available to the Customer between the hours of 9:00 am to 5:00 pm Monday
to Sunday ("Support Days") Pacific Time via email, not including priority responses for
system outages.
(b) Support email requests from the Customer ("Customer Service Request") must be sent via
email to techsupport@metroquest.com.
(c) In the event of a Customer Service Request, Envision will:
• acknowledge the Customer Service Request upon receipt, via email;
• resolve or develop a resolution plan within 4 hours upon receipt of the first Customer
Service Request; and
• prior to the Customer Service Request being closed, confirm with the Customer that the
Service Request has been resolved.
For Visitors:
(a) Support will be available to the Visitors between the hours of 9:00 am to 5:00 pm Monday to
Sunday ("Support Days") Pacific Time via email, not including priority responses for system
outages.
(b) Support email requests from Visitors ("Visitor Service Request") must be sent via email to
techsupport@metroquest.com.
(c) In the event of a Visitor Service Request, Envision will:
• acknowledge the Visitor Service Request by the Visitor upon receipt via email;
• notify the Customer of the Visitor Service Request;
• work with the Customer to resolve or develop a resolution plan for the Visitor Service
Request; and
• prior to the Visitor Service Request being closed, confirm with the Customer that the
Visitor Service Request has been resolved.
Backups and Recovery
Envision will use reasonable endeavours to: (i) Perform daily backups every evening to both
onsite and offsite locations; (ii) Perform weekly backups once per week to offsite locations and
store the weekly backups for 4 weeks in storage offsite; (iii) Perform monthly backups once per
month to offsite locations and store the monthly backups for 3 months in storage offsite; (iv)
Perform quarterly backups 4 times per year to offsite locations and store quarterly backups
permanently in storage offsite.
Customer Data
The Software utilizes two (2) types of Customer Data:
i. Content provided by the Customer, such as text, images, numeric information ("Content
Data") and added/uploaded to the Engagement Platform by Envision staff;
ii. Information collected from Visitors by the Software based on how Visitors interact with the
Software and respond to questions presented via the Engagement Platform, ("Usage Data").
Content Data Ownership and Use
Envision agrees that the Customer is the owner of any content, including Content Data and
Usage Data uploaded to the Engagement Platform. Envision acknowledges that all Content
Data is and remains the property of the Customer or the respective owner of the Content Data
in the case where the Content Data belongs to another party. The Customer acknowledges that
it has the right to use the Content Data that is provided to Envision as part of a public web site
or has obtained permission from the respective owner to use the Content Data as part of a ·
public website. Envision shall not be responsible for any copyright infringement claims by third
parties relating solely to the use of Content Data provided by the Customer. ·
Usage Data Own_ership, Reporting and Delivery
Envision acknowledges that all Usage Data is and remains the property of the Customer or their
client in the case where the Usage Data is being collected on behalf of the Customer's client.
Envision reserves the right to utilize all non-personal Usage Data collected for the sole purpose
of determining trends and patterns in usage.
Access to Usage Data is provided via the reporting function that is part of the Administration
Tools of the Software.
Usage Data is based on Visitor activity and Visitor responses collected during a Visitor Session.
A Visitor Session is defined below for each Channel:
i. A Web session is defined as all interaction with the Software from within a single browser
window; opening a new browser tab and/or browser window and subsequently navigating to
the Software in this new window constitutes a new session;
ii. A Smart Phone session is defined as all interaction with the Software from within a single
browser window; opening a new browser tab and/or browser window and subsequently
navigating to the Software in this new window constitutes a new session;
iii. A Workshop session is defined as the duration of a single workshop event, from start to
finish, from when the facilitator navigates to a workshop specific URL until the browser is
closed;
iv. A Kiosk session is defined as the time from:
a. either a Visitor clicks the "Restart" button if he/she commences using the kiosk
immediately following another Visitor, or
b. a Visitor begins using the kiosk after it has been idle and automatically restarted itself
(typically a 30-second period of inactivity); until the Visitor ceases interacting with the
kiosk.
v. A Tablet session is defined as all interaction with the Software from an individual once the
facilitator/moderator hands the tablet to the Visitor until the Visitor returns the tablet to the
facilitator/moderator.
At the completion of a Project, all Usage Data collected for all Sites used in the Project can be
accessed via the Administration Tools.
Use of Personal Information
In some cases the Software will collect Visitor's personal information such as names and email
addresses to generate the Usage Data. Envision warrants that it will never, under any
circumstances, use this information for any purpose without the express written consent of the
Customer that is undertaking the Project for which the Usage Data was collected. This
information will only be provided to the Customer. The Customer may request that Envision
delete all Personal Information collected for a particular Project once that Project is completed.
Envision agrees to comply with such a request within thirty (30) business days.
System Security The MetroQuest servers are hosted by Microsoft Windows Azure, one of the
largest and most secure hosting firms in the world. Our servers are located at one of Microsoft's
data centers located in the continental United States and utilize security measures for the
Hosting Environment, Operations and Personnel Security, Application-level Security, Fault-
Tolerance Redundancy, Privacy and Updates.
(http://www.microsoft.com/online/legal/?langid=en-us&docid=11)
Envision will notify Customer immediately upon discovering any breach or compromise of
Envision's security protocols or measures or any unauthorized access to any personal
information, and Envision shall promptly conduct an investigation and submit an oral report of its
findings to Customer within twenty-four (48) hours, to be followed by a written report within
seven (7) days. Envision will cooperate with Customer in connection with the investigation and
incident management of any such event.
Administration Tools Security
Envision provides each Customer with a unique user name and password that must be
entered each time a user logs on to the Administration Tools. MetroQuest application
security ensures that only those allowed to access Usage Data can do so. Access controls are
built into the MetroQuest data model, and user permissions are verified on every request by the
core MetroQuest application framework.
Warranties
Envision does not warrant that:
(a) The Software will be uninterrupted or error free;
(b) The Services will meet Customer's requirements, other than as expressly set out in this
agreement; or
(c) The Services will be free from external intruders (hackers), virus or worm attack, denial
of services attack, or other persons having unauthorized access to the services or
systems of the Customer.
Nothing in the above warranty exclusions negates any of Envision's agreements and
representations expressly set forth in this Agreement.
Publicity and Publication
The Customer grants Envision a non-exclusive, perpetual, worldwide, irrevocable right to use
the Software configured for the Customer's Project solely for marketing and promotional
purposes once the Software has been made available publicly on the internet.
Software Intellectual Property Rights and Ownership
The Customer acknowledges that in the provisioning of the Service, Envision will use the
Software to provide the Service and the Customer will use the Software to access Usage Data.
The Customer acknowledges and agrees that all intellectual property contained in the Software
is and will remain the property of Envision and that no part of this Agreement or any agreement
that this Agreement becomes a component of, assigns any right, title or interest in the Software
to the Customer.
MetroQuest@is a Registered Trademark of Envision Sustainability Tools, Inc.
/1