3.7. 12-17-2007REQUEST FOR ACTION
To Item Number
Ci Council 3.7.
Agenda Section Meeting Date Prepared by
Consent December 17, 2007 Lori ohnson, Ci Administrator
Item Description Reviewed by
Consider Services Agreement for WebQA
Reviewed by
Action Requested
Consider entering into a services agreement with WebQA.
Background/Discussion
Several years ago, the City implemented an on-line tool called RequestPartners far citizens and others to
report complaints and request services through the City's website. The program was also intended to
allow staff to track complaints and requests, and to ensure responses were made in a timely manner.
However, despite efforts to make the public aware of this service, use by the public has been very limited.
Because the ability for residents to contact the City at their convenience is very important to us and
because our current system is not being utilized as we had expected, a committee was formed to research
how to better provide this service to the public. The goal of the committee was to determine if we
needed to market RequestPartners more in an effort to increase use or see if a better, easier to use, and
more comprehensive program was available to meet our needs. The committee members were Jeff
Beahen, Sheila Cartney, Jennifer Johnson, Tonya Love, Terry Maurer, Tristan Nicka, and Bruce West.
After much surveying and research, the committee recommended purchasing a program called WebQA.
Several other staff members and I also viewed WebQA and agree with the committee.
WebQA is an on-line program that is much more user-friendly, comprehensive, and adaptable than our
current program. It provides several additional tools that aren't available with RequestPartners such as
the ability to survey residents through on-line surveys; the ability for the public to receive immediate
responses to certain questions because it contains an option to allow staff to have set responses to those
questions; it allows for a frequently asked question section for citizens who have questions on routine
issues such as tall grass, requesting park shelters, etc.; and it will integrate on-line payments. These
features will help us to provide more information to the public more quickly than we currently can.
Finally, not only do we feel this product will serve the City and its residents much better, it is also less
expensive. Depending on the optional modules that the City chooses, the cost will still be about $600
less than the $6,000 per year the City pays for RequestPartners. WebQA, if approved, would be
implemented along with the City's website update that is expected to be complete in the next few
months.
S:\Council\Lori\2007\WebQA 12 17 07.doc
Financial Impact
Entering into this agreement will result in a savings of approximately $600 per year.
Attachments
^ WebQA Services Agreement
ActlOn Morton by Second by Vote
Follow Up
S:\Council\Lori\2007\WebQA 12 17 07.doc
WEBQA SERVICES AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement") between
WEBQA, Inc. ("WEBQA") with its principal place of business at 900
S. Frontage Road, Suite 110 Woodridge, II. 60517 and the City of
Elk River. MN with its principal place of business at 13065 Orono
Pkwy Elk River, MN 55330 ("Customer") is made effective as of
January 1, 2008 ("Effective Date".)
1. OVERVIEW AND DEFINITIONS
General. This Agreement states the terms and conditions by which
WEBQA and its suppliers will deliver to Customer various services,
as described below.
1.1 "Authorized User" means a designated employee or agent of
Customer.
1.2 "Authorized Website" means a website owned or operated by or
on behalf of Customer, for which WEBQA has agreed to provide the
Technology and various Services.
1.3 "Seat License" means a license that permits a single Authorized
User to access and use the Service.
1.4 "Service(s)" means the specific service(s) provided by WEBQA
or its suppliers, including access to the Technology.
1.5 "Technolog}~' means WEBQA' (or its supplier's) web-based
applications, which have been designed to enhance customer service
support and communications capabilities by providing self-service,
interactive support, intelligent tracking, and knowledge access, and.
may include software, and software tools, user interface designs, and
documentation, and any derivatives, improvements, enhancements or
extensions thereof.
2. DELIVERY OF SERVICES; TERM; FEES, PAYMENTS
2.1 Grant of License. Subject to the terms and conditions of this
Agreement, WEBQA and/or its supplier grants to Customer a non-
exclusive, non-transferable, limited license to permit the number of
Authorized Users equal to the number of Seat Licenses purchased by
Customer to access and use the Service on the Authorized Website(s)
identified in Schedule 1.
2.2 Responsibilities. Customer agrees to (a) maintain the Authorized
Website(s) identified in Schedule l; and (b) procure and maintain all
hardware, software and telecommunications equipment necessary to
access the Service via the Internet. Customer further agrees to (a)
provide WEBQA with all information reasonably necessary to setup
or establish Service on Customer's behalf; and (b) provide proper
attribution of the Technology and Services to WEBQA on
Customer's Authorized Website(s) in the form of a "Powered by
WebQA" logo with a hyperlink to WEBQA' website home page.
2.3 Payment Terms. Customer shall pay all applicable fees for the
Services in accordance with the terms and conditions set forth in
Schedule 1.
2.4 Term. This Agreement starts on the Term Start Date and
continues for the term identified in the Schedule 1.
WebQA and Agreement
WebQA Confidential
2.5 Optional Term. Upon the expiration of the term as described in
Schedule 1, this Agreement will continue to auto-renew to
subsequent annual Optional Terms as selected and defined in
Schedule 1 unless Customer, at its sole and absolute discretion,
notifies WEBQA in writing of its intention not to extend the term of
the Agreement at least sixty (60) days prior to expiration of the
current term end date.
3. INTELLECTUAL PROPERTY OWNERSHII'
This Agreement does not transfer to Customer any ownership or
proprietary rights in the Technology, and all right, title and interest in
and to the Technology will remain solely with WEBQA or its
supplier.
4. LIMITED WARRANTY
4.1 Service Level. WEBQA will use commercially reasonable efforts
to perform the Services in a manner consistent with applicable
industry standards including, but not limited to:
1) Maintain Service availability 24 hours a day, 7 days a week,
2) Perform daily backups of all customer information, and
3) Respond to customers' requests for support during the hours of
7:00 AM to 7:OOPM CT, Monday through Friday, excluding
federal holidays.
4.2 No Other Warranty. THE SERVICES ARE PROVIDED ON AN
"AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS
AT ITS OWN RISK. WEBQA DOES NOT MAKE, AND HEREBY
DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR
IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES AND MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NONINFRINGMENT AND TITLE,
AND ANY WARRANTIES ARISING FROM A COURSE OF
DEALING, USAGE OR TRADE PRACTICE. WEBQA DOES
NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED OR ERROR-FREE.
5. LIMITATION OF LIABILITY
5.1 Damage to Customer. WEBQA ASSUMES NO LIABILITY
FOR ANY DAMAGE TO, OR LOSS TO, CUSTOMER
RESULTING FROM ANY CAUSE OTHER THAN THE
WILLFUL OR RECKLESS MISCONDUCT OF WEBQA.
5.2 Consequential Damages Waiver. IN NO EVENT SHALL
WEBQA OR ITS SUPPLIERS BE LIABLE TO CUSTOMER FOR
ANY TYPE OF INCIDENTAL, PUNITNE, INDIRECT OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT
LIMITED TO, LOST REVENUE, LOST PROFITS,
REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS
OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS
OF SERVICE OR EQUIPMENT, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING
UNDER THEORY OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
Page 1 of 8
WEBQA SERVICES AGREEMENT
6. INDEMNIFICATION
6.1 Indemnification. Each Party agrees to fully indemnify and hold
harmless the other for any and all costs, liabilities, losses, and
expenses (including attorney's fees) resulting from any claim, suit,
action, or proceeding brought by any third party arising from a party's
(a) breach of any of its obligations or warranties; or (b) negligence or
willful misconduct. WebQA's liability hereunder is expressly limited
to the amount received under this agreement.
7. TERMINATION OR CHANGE ORDER
7.1 Termination for Cause. Either party may terminate this
Agreement if the other party breaches any material term or condition
of this Agreement and fails to cure such breach within sixty (60) days
after receipt of written notice of the same. If WEBQA terminates for
cause, all payments due and owing for the. remainder of the Term will
immediately be due.
7.2 Termination Without Cause. Either party may terminate this
agreement without cause providing that the terminating party gives
the other party sixty (60) day's written notice prior to termination.
Should Customer terminate without cause after the first date of the
term as defined in Schedule 1, Customer must pay the balance of
contracted term. Should WEBQA terminate without cause, Customer
has no obligation for payment.
7.3 Termination for Bankruptcy. Either party may terminate this
Agreement immediately if (a) the other party becomes the subject of
a voluntary petition in bankruptcy or any voluntary proceeding
relating to insolvency, receivership, liquidation, or composition for
the benefit of creditors; or (b) the other party becomes the subject of
an involuntary petition in bankruptcy or any involuntary proceeding
relating to insolvency, receivership, liquidation, or wmposition for
the benefit of creditors, if such petition or proceeding is not dismissed
within thirty (30) days of filing.
7.4 Effect of Termination. Upon the effective date of expiration,
cancellation or termination of this Agreement (a) WEBQA will
immediately cease providing the Service(s); and (b) any. and all
payment obligations of the Customer through the termination,
depending upon cause or without cause, as defined above, will
immediately become due.
7.5 Survival. The following provisions will survive any expiration or
termination of the Agreement: Sections 3 (Intellectual Property
Ownership), 5 (Limitation of Liability), 6 (Indemnification),
9 (Confidentiality) and 10 (Miscellaneous).
8. USE
8.1 Acceptable Use. Customer represents and warrants that the
Technology and Services will only be used for lawful purposes, and
in a manner allowed by law and in accordance with reasonable
operating rules, policies, terms and procedures.
8.2 Restrictions on Use. Customer represents and warrants that
Customer and its Authorized Users will not (a) sell, lease, distribute,
license or sublicense the Technology or Services; (b) modify, change,
alter, translate, create derivative works from, reverse engineer,
disassemble or dewmpile the Technology or Services in any way for
any reason; (c) provide, disclose, divulge or make available to, or
permit use of the Technology or Services by, any third party; (d)
copy or reproduce all or any part of the Technology or Services
(except as expressly provided for herein); (e) interfere, or attempt to
interfere, with the Technology or Services in any way; (f) introduce
into or transmit through the Technology or Services any virus, worm,
trap door, back door, timer, clock, counter or other limiting routine,
instruction or design; (g) remove, obscure or alter any copyright
notice, trademarks, logos or other proprietary rights notices affixed to
or contained within the Technology or Services; or (h) engage in or
allow any action involving the Technology or Services that is
inconsistent with the terms and conditions of this Agreement.
8.3 Withdrawal of Access. WEBQA may, upon misuse of the
program, misconduct, security breaches or grossly improper use of
the Customer data, instruct Customer to terminate access to any
Authorized User or individual and Customer agrees to promptly
comply with such instruction.
9. CONFIDENTIALITY
9.1 WEBQA Information. Customer acknowledges that the
Technology and Services contain valuable trade secrets, which are
the sole property of WEBQA or its suppliers, and Customer agrees to
use reasonable care to prevent other parties from learning of these
trade secrets. Customer will take all reasonable steps to prevent the
unauthorized access to the Technology and Services.
9.2 Customerlnformation. WEBQA acknowledges that Customer's
database may contain valuable trade secrets, which are the sole
property of Customer. To the extent that WEBQA becomes aware of
the content of a Customer database, WEBQA agrees to use
reasonable care to prevent other parties from learning of these trade
secrets; provided WEBQA may disclose such trade secrets to
affiliates, agents and other third parties, including counsel and
regulators, on a need-to-know basis, so long as such parties agree to
maintain the confidentiality of such information.
9.3 Exceptions. The obligations of this Section 9 shall not apply to
any information that (a) is now, or hereafter becomes, through no act
or failure to act on the part of receiving party (the "Receiver"),
generally known or available; (b) is known by the Receiver at the
time of receiving such information, as evidenced by the Receiver's
records; (c) is hereafter furnished to the Receiver by a third party, as
a matter of right and without restriction on disclosure; (d) is
independently developed by the Receiver without reference to or use
of the disclosing party's information; or (e) is required to be
disclosed by law, provided that the party to whom the information
belongs is given prior written notice of any such proposed disclosure.
10. MISCELLANEOUS PROVISIONS
10.1 Force Majeure. Neither WEBQA, its suppliers nor Customer
will be liable for any failure or delay in its performance under this
Agreement due to any cause beyond its reasonable control, including
acts of war, acts of God, earthquake, flood, embargo, riot, sabotage,
labor shortage or dispute, governmental act or failure of the Internet
(not resulting from the negligence or willful misconduct of
WEBQA), provided that the delayed party: (a) gives the other party
prompt notice of such cause, and (b) uses its reasonable commercial
efforts to promptly correct such failure or delay in performance. If
WEBQA is unable to provide Service(s) for a period of thirty (30)
consecutive days as a result of a continuing force majeure event,
Customer may cancel the Service(s) without penalty.
WebQA and Agreement
WebQA Confidential
Page 2
WEBQA SERVICES AGREEMENT
10.2 Governing Law. This Agreement is made under and will be
governed by and construed in accordance with the laws of the State
of
10.3 Severability. In the event any provision of this Agreement is
held to be contrary to the law, the remaining provisions of this
Agreement will remain in full force and effect.
10.4 Assignment. WEBQA may assign its rights and obligations
under this Agreement, in whole or in part, to any entity, including its
supplier. Customer may not assign this Agreement, in whole or in
part, without the prior written consent of WEBQA, which consent
will not be unreasonably withheld.
11. ACCEPTANCE
Authorized representatives of Customer and WEBQA have read the
foregoing and all documents incorporated therein and agree and
accept such terms effective as of the date first written above.
Customer:
Signature:
Print Name:
Title:
Date:
10.5 Notice. Any notice or communication required or permitted to
be given hereunder shall be made in writing and may be delivered by
hand, deposited with an overnight courier, sent by email, conformed
facsimile, or mailed by registered or certified mail, receipt requested,
postage prepaid. Such notices shall be deemed made when delivered
to the applicable party's representative as provided in this
Agreement.
10.6 Relationship of Parties. WEBQA and Customer are
independent contractors and this Agreement will not establish any
relationship of partnership, joint venture, employment, franchise or
agency between WEBQA and Customer. Neither WEBQA nor
Customer will have the power to bind the other or incur obligations
on the other's behalf without the other's prior written consent, except
as otherwise expressly provided within.
10.7 Waiver. The waiver or failure of either party to exercise in any
respect any right provided for in this Agreement shall not be deemed
a waiver of any further right under this Agreement.
10.8 Entire Agreement; Counterparts; Originals. This Agreement
including all documents incorporated herein by reference constitutes
the complete and exclusive agreement between the parties with
respect to the subject matter hereof.
10.09 Restricted Rights. Technology or Services acquired with
United States Federal Government funds or intended for use within or
for any United States federal agency are provided with "Restricted
Rights" as defined in DFARS 252.227-7013(c)(1)(ii) or FAR 52.227-
19.
WebQA Inc.
Signature:
Print Name:
Title:
Date:
John Dilenschneider
Senior Partner
WebQA and Agreement Page 3 of 8
WebQA Confidential
WEBQA SERVICES AGREEMENT
Schedule 1
A. Services:
Product Code Descri tion
~ GOVS1 GovQA Service
B. Number of Seats: unlimited
C. Authorized http:// vnww.ci.elk-river.mn.ust
Website:
D. Term: Q Term Starting: 1/1/08 Ending: 12/31/08
E. Optional Term: 0 Annual Auto-Renewing Optional Term Desired
Q The Optional Term will not increase more than 8% annually.
0 This Optional Term will continue to auto-renew unless Customer, at its sole and absolute discretion,
Notifies WEBQA in writing of its intention not to extend the term of the Agreement at least sixty
(60) days prior to expiration of the current term end date.
F. Fees: Main Modules:
Q One time Implementation fee of ~ for 10 wnsulting hours for implementation.
Q Locked in cost of $325 per month for above term
Optional Modules:
Optional Message Center Module for 25 per month for above term
Optional Calendar Module for $25 per month for above term
Q Optional Payment Module for $100 per month for above term per Schedule 2
All service upgrades are included in the monthly fee.
G. Billing: Fees are billed on an annual basis in advance and are due upon receipt of invoice.
H. Late Payments: Payments over 45 days from due date will accrue interest at a rate of one (1%) per month
I. Taxes: All fees aze exclusive of all taxes
J. Remittance: All payments should be made directly to WebQA, Inc. at the following address:
Accounts Receivable
WebQA Inc
900 S. Frontage Road, Suite 110
Woodridge, IL 60517
Payments will not be deemed received by WebQA until actually received in their offices.
K. Special None at this time
Implementation
Services:
L. Customized None at this time
Services:
WebQA and Agreement Page 4
WebQA Confidential