HomeMy WebLinkAboutContract 39524QITY SECRETARY
NO Y
CONTRACT� 5 Z
FOIA SYSTEMS SERVICES AGREEMENT
THIS SERVICE AGREEMENT .(the "Agreement") between FOIA
Systems, Inc. ("FOIA Systems") with its principal place of business
at 825 W. State St., Geneva, IL 60134 and City of Fort Worth, TX,
with its principal place of business at 1000 Throckmorton Street, Fort
Worth, TX 76010 ("Customer") is made effective as 12/1/09
("Effective Date".)
1. OVERVIEW AND DEFINITIONS
General. This Agreement states the terms and conditions by which
FOIA SYSTEMS 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 FOIA Systems 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 FOIA
SYSTEMS or its suppliers, including access to the Technology.
1.5 "Technology" means FOIA Systems' (or its supplier's) web -
based applications, which have been designed to enhance FOIA and
Open Records request tracking 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.I Grant of License, Subject to the terms and conditions of this
Agreement, FOIA Systems 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 1; 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 FOIA Systems 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 Systems on
Customer's Authorized Website(s) in the form of a "Powered by
FOIA Systems" logo with a hyperlink to FOIA Systems' 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 Tenn. This Agreement starts on the Term Start Date and
continues for the tern identified in the Schedule 1.
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 FOIA Systems in writing of its intention not to extend the
term of the Agreement at least thirty (30) days prior to expiration of
the current term end date.
3. INTELLECTUAL PROPERTY OWNERSHIP
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 FOIA Systems or its
supplier's.
4. LIMITED WARRANTY
4.1 Service Level. FOIA Systems 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 within four (4) hours
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. FOIA SYSTEMS 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, AND ANY
WARRANTIES ARISING FROM A COURSE OF DEALING,
USAGE OR TRADE PRACTICE. FOIA SYSTEMS DOES NOT
WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED
OR ERROR -FREE.
5. LIMITATION OF LIABILITY
5.1 Damage to Customer. FOIA SYSTEMS ASSUMES NO
LIABILITY FOR ANY DAMAGE TO, OR LOSS TO, CUSTOMER
RESULTING FROM ANY CAUSE OTHER THAN THE
NEGLIGENCE OR WILLFUL OR RECKLESS MISCONDUCT OF
FOIA SYSTEMS.
5.2 Consequential Damages Waiver. IN NO EVENT SHALL FOIA
SYSTEMS OR ITS SUPPLIERS BE LIABLE TO CUSTOMER
FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT
LIMITED TO, LOST REVENUE, LOST PROFITS,
REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS
OR SERVICES, 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. THIS LIMITATION SHALL NOT
APPLY TO LOSS OF CUSTOMER DATA.
FOIA Systems and City of Fort Worth, TX Agreement Page 1 of 5
FOIA SYSTEMS SERVICES AGREEMENT
6. INDEMNIFICATION
6.1 Indemnification. To the extent permitted by applicable law, each
party agrees to fully indemnify and hold
harmless the other for any and all costs, liabilities, losses, and
expenses (not 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. Except for damages under Section
5, FOIA Systems 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 parry 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 FOIA Systems
terminates for cause, all payments due and owing up to and through
the date of termination will immediately be due. If customer
terminates for cause, it shall be entitled to a refund of any prepaid
service fees, or fees paid for service not received on a pro-rata basis
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 FOIA Systems 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 composition for
the benefit of creditors, if such petition or proceeding is not dismissed
within thirty (30) days of filing.
7A Non Appropriation of Funds -- Notwithstanding Section 7.2, in
the event no funds or insufficient funds are appropriated by the
Customer in any fiscal period for any payments due hereunder,
Customer will notify FOIA Systems of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for
which appropriations were received without penalty or expense to
the Customer of any kind whatsoever, except as to the portions of
the payments herein agreed upon for which funds have been
appropriated.
7.5 Effect of Termination. Upon the effective date of expiration,
cancellation or termination of this Agreement (a) FOIA Systems 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. (c) all Customer data shall be returned
immediately upon termination and shall be presented in a format
easily accessible to Customer.
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 accordance with reasonable operating rules policies, terms and
conditions 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 decompile 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. FOIA Systems may, upon misuse of the
program, misconduct, security breaches or grossly improper use of
the Customer data, and upon reasonable notice and opportunity to
cure, instruct Customer to terminate access to any Authorized User or
individual and Customer agrees to promptly comply with such
instruction.
9. CONFIDENTIALITY
9.1 FOIA Systems Information. Customer acknowledges that the
Technology and Services contain valuable trade secrets, which are
the sole property of FOIA Systems 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 Customer Information. FOIA Systems acknowledges that
Customer's database may contain valuable trade secrets, which are
the sole property of Customer. To the extent that FOIA Systems
becomes aware of the content of a Customer database, FOIA Systems
agrees to use reasonable care to prevent other parties from leaming of
these trade secrets, provided FOIA Systems 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
FOIA Systems and City of Fort Worth, TX Agreement Page 2 of 5
FOIA SYSTEMS SERVICES AGREEMENT
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 FOIA Systems, 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
FOIA Systems), 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 FOIA Systems 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 Services) without penalty.
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 Texas.
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. Neither party may assign its rights and obligations
under this Agreement, in whole or in part, without the prior written
consent of the other party, which such consent shall not be
unreasonably withheld. However, FOIA Systems may assign its
rights and obligations to any entity that it merges with, any entity that
owns or acquires all or substantially all of its assets, or any of its
subsidiary companies, upon thirty (30) days advance written notice to
Customer.
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 with
delivery confirmation, 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. FOIA Systems and Customer are
independent contractors and this Agreement will not establish any
relationship of partnership, joint venture, employment, franchise or
agency between FOIA Systems and Customer. Neither FOIA
Systems 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.•
F01A Systems and City of Fort Worth, TX Agreement
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
52.2279.
10.10 Right to Audit — FOIA Systems agrees that the Customer shall,
until the expiration of three (3) years after final payment under this
contract, have access to and the right to examine at reasonable times
any directly pertinent books, documents, papers and records of FOIA
Systems involving transactions relating to this Agreement at no
additional cost to the Customer. FOIA Systems agrees that the
Customer shall have access during normal working hours to all
necessary FOIA Systems facilities and shall be provided adequate
and appropriate work space in order to conduct audits in compliance
with the provisions of this section. Customer shall give FOIA
Systems reasonable advance notice of intended audits.
10.11 Insurance — FOIA Systems shall maintain Liability Insurance
for the entire life of this agreement, and the amounts of such
insurance shall not be less than limits stated hereinafter; $1,000,000
Each Claim Limit and $1,000,000 Aggregate Limit
11. ACCEPTANCE
Authorized representatives of Customer and FOIA SYSTEMS have
read the foregoing and all documents incorporated therein and agree
and accept such terms effective as of the date first written above.
Customer: �.1'r� Of— (,J.3{L ,76}CorS
Signature:
J Print Name:
Title: 60
Date: / (v
t
FOIA System nc.
Signature -
Print
Print Name: Mr. Doug Shum`w
Title: President
Date: /( //�, f U 1
APP1tVv TO NFORM AM zAITy -
AssistaA City Attorney
Attested by
NO M&C REQUIRED ,/ V'�
Marty 14endriat4�sCity SentrletAr�
Page 3 of 5
A. Services:
FOIA SYSTEMS SERVICES AGREEMENT
Schedule 1
Product Code Description
FOIA I FOIA Module with 10 GB of storage
B. Number of Seats: unlimited
C. Authorized bttp:/hvww.forhvortbeov.ore
Website:
D. Term: E] Initial Term Starting: 12/1/09 Ending: 3/31/10
Z Annual Term Starting: 4/1/10 Ending: 9/30/10
E. Auto -Renewal of Annual Term:
0 Annual (12 months of service) Auto -Renewing Optional Term Desired
0 The Optional Term will not increase more than 3% annually,
Q This Optional Term will continue to auto -renew unless Customer, at its sole and absolute discretion,
notifies FOIA Systems in writing of its intention not to extend the annual term of the Agreement at least
thirty (30) days prior to expiration of the current term end date..
F. Fees: Cl One-time Implementation fee of $4500 for up to 35 consulting hours for implementation; with $2250
payable by 1/1/10 and remain $2250 only payable if customer accepts the annual term
Q Locked in Cost of $0 for above Initial Term
Q Locked in Cost of $11,700 for above Annual Term for six (6) months of service at $1950 per month.
The total fees for the 2010 Fiscal Year will not exceed $ I6,200.
Customer must provide FOIA Systems with written notice by 2/28/ 10, should the Customer wish not to
continue with the service after the Initial Tenn, otherwise the Annual Term will automatically begin
with the same terms and conditions of the Agreement.
El Additional 10 GB of storage space $240 per year
All service upgrades are included.
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. faxes: All fees are exclusive of all taxes
J. Remittance: All payments should be made directly to FOIA Systems, Inc. at the following address:
Accounts Receivable
FOIA Systems Inc
825 W State St
Suite 212
Geneva, IL 60134
Payments will not be deemed received by FOIA Systems until actually received in their offices.
FOIA Systems and City of Fort Worth; TX Agreement Page 4 of 5
FOIA SYSTEMS SERVICES AGREEMENT
Customer Information
Company Name: C- 1r(`1 of Fog< Wog -OAS -117EXAS
Contact Name: MAOt- -1 A-r--„r DRIK
Address: ) pro -P) 9 OCK MOM sorj
City: Foil-r wize-rm I State: Tir Xps Zip: % Gi dZ
Title: G i -f `f StC 2f,-A2y Email: MAIL-r l . kfr wt )c � Wr'yr Wa2s�►G-off'. ER G
Phone: Pager:
Billing Information
Contact Name: ' 70.Q(, S�aI zS
Address: )000
City: �oRT W
Title: rZ"cR-,:>S MAdp&*-A
Phone:($1-7) 34 Z- Z 43 ?
IPurchaseOrder#: Ri2F0—I0--0005bf*14-
Technical Contact (if one)
ole &
State:. -re X,a S � Zip: � b) o 2
Email: Cellular: ($1-0 5b4 -SzZ3
Fax: �$ 1-7)3 e, Z -4, 6 Sy Pager:
Duns #:
Contact Name: rjrjfTm kriNvrm. wwzlu dow. GRCs
Address: ) oa,0 - -A r&-,e krjoK vvj 1131
City: FoYb-r !..►otVrA I State: 'rcy/>'S I Zip: (o 02
Title: PU 6U G ) „! F o . G�,� ��,�A eu,2 Email: Cellular:
Phone: (191.7-) 3gZ- g 1$4- Fax:(%65 4 Pager:
Contact Hours
FOIA Systems and City of Fort Worth, TX Agreement Page 5 of 5
Memorandum
Date: 7'8%201 1
To: Nitaleshia harrier. Assistant City Attorney
FW to: Lena 11. I:Ilis. Director of financial Mgmt Services
FW to: Karen L. 'V ontuornerx. ,Assistwit City Mana cr 1
Return to: Donna I figgins. Financial S}sterns Admin
Re: FOIA Systems Inc, V1:I1QA Inc Assignment Request
Short Histon:
6,0811 7111
l . Received email from Dow, Jones statin_ that FOIA S} stems Nvould like to
assien their contracts to WI:BQA Inc 6 8'1 1
2. Went over details nvith Doug and cmailed him assignment Corm to have
completed 6'14 11
?. Received ort_'Inal as-sa_'nment form in mall 7 1 11
4Forwarded to L::oal to begin approval process 7 8.1 1
Attachments:
Reassiannlent Letter
AsSiL111111C111 Form
FOIA Ssstcnls Set-, ices Atureement
WebQA W9lornt
REASSIGNMENTOF
FOIA SYSTEMS 1NC.CONTRACTS
TO WESQA INC.
For those FOIA System Contracts prior to January 1, 2011 that can be reassigned to
another party and per the reassignment terms explicitly outlined in each individual
contract, FOIA Systems Inc. does hereby reassign all FOIA Systems contracts with all
their associated original terms and conditions in place and unchanged, to WebQA. Inc..
an Illinois company with its address at 900 S, frontage Rd. Suite 110, Woodridge. IL
60517,
For those FOIA System Contracts prior to January 1, 2011 that can be reassigned to
another party and per the reassignment terms explicitly outlined in each individual
contract, WebQA Inc., does hereby agree to accept assignment of said FOIA Systems
Inc. contracts and assume all FOIA Systems Inc. contracts with all their associated
original terms and conditions, unchanged, from FOIA Systems Inc.
WebQA agrees to be bound by all the terms and conditions set forth in the contracts that
are reassigned from FOIA Systems Inc to WebQA Inc.
This reassignment of original contracts and original contract terms is agreed to by both
FOIA Systems, Inc., and WebQA, Inc. as indicated by the signatures below of the
officers which can bind these companies.
By _-By_�
J'r
Dame.: Win Dilenschneider Nat' e: I John Dilenschncider
Title: President Title CEO
Company: FQTA ystems, Inc.
Date: [ I t 2 t l
Commission expires:
Datc:
FIVAL SEA
CHRISTOPHER MUSIELAtt
Nokmy PUNIC - stato of Ulmoia
Company: �Je,`QA, Inc.
Date. : r ` r oil
it
CITY OF FORT WORTH
ASSIGNMENT
FOR VALUE RECEIVE[) FOIA SYSTEMS INC t ' -Assignor"), herebN assigns to WE130A INC
("Assignee") all right- title and interest in and to any and all ums of nione\ now &Z or to become due
from the Cit% of Fort Worth Linder City Secretary Contract 39524. This assignment shall remain in effect
until its replacement h) a subsequent copy of this form validly executed by the Assignor.
Dated the clay Ot*____� 14
FOIA S VS d mvis
Company, C, rporat Kq1t I t Name!
Bv:
Tit!e: 07
NOTARY ACKNOWLEDGEMENT
()it 'lit., day of L--j /V F— 2 011 persona I I y appeared
-
m-ho ackm\ z1
0 111( tlta is be
of FOIA SYSTEMS INP and e exec�,&d tqis`docLf1CI1t for file purposes
and consideration contained herein.
Si_4dature..Officer ofCompan\
SL;'BSCRif3f---D'i-Obet-ot-ehie ojithis
the State of Notary Pubric in,�iidfo -F
0' 0 AL "14 CII ISTOPMER M11iiCLAW
Notary Public - State of Illinois Nil", commissionFNpires:
Ires Ju26, 201 ,. I
Commls,s on,EX.0 ne
CONSENT TO ASSIGNMENT
The Gt} ofFort Worth consents to the asskinnienit of'FOIA SYSTENIS INC ("Assi-nor"). to
WEBOA INC (-Assi.-nee-). ofall funds due or to become clue Linder Citv Secretar% Contract 39.524.
APPROVED AS F0 F(fM AND LFGALITY:
7 -
NIALI SHIA [--'A R N I I -! R
ASSiS VAN I CI FY A I WRNIFY
N I I
DIRI CVOR OF l-'INA\CI!',,L 1,
_T'Iff.: 0 FY OF FORT "ORT11
DA 1-1
DA 11,
K., R FN L. 'VION-FOONIF U DATE
ASSIS I ANI ('1TY NIANA(-w'R
Web L_l A
April 29, 2011
City of Fort Worth
Attn: Douglas Jones
1000 Throckmorton Street
Fort Wor:h. TX 76010
Re: Reassignment of FOIA Systems, Inc contract to WebQA, Inc.
Dear Mr. Jones,
WebQA Inc.
900 S. Frontage Rd_ Suite 110
Woodridge, IL 60517
530.989.1300
yytv,v webga net
Your are currently under contract with FOIA Systems, Inc for the country's leading FOIA tracking
platform for cities and counties (see attached contract). FOIA Systems Inc is the sole reseiler of
WebQA's FOIA tracking software service and this is the soNkjare service you have purchased.
-1-o expand and improve your FOIA tracking system; WebQA and its owners recently acquired
FOIA Systems, Inc. As such. WebQA and its owners would like to reassign your currert contract
with FOIA Systems; Inc in whole to WebQA Inc. To accomplish these, your approval of this
reassignment ;s required as stipulated in your contract.
WebQA is the country's leading provider of municipal and county citizen support systems. We
serve over 50,000,000 citizens countrywide for more than 500 cities and have been operating
since 2001.
if you have any questions about this reassignmert, please feel free to contact me directly at 530-
85-1300 x213. Otherivise, we would appreciate it if you could please sign this document and its
duplicate and return one of them to js, When we receive your signature, we will coordinate with
Your purchasing department to provide there the Eity and correct addresse for payment.
We appreciate your cooperation in this matter.
Sincerely,
.:enn:fer Snyder
Mice President
WebQA Inc.
LpyGerCaweboa,net
The City of agrees to allow the reassignment of its contract with
FOIA Systems. is to WebQA. Inc and ` JebOA, lnc agrees to accept this
reassignment and be bound by the same terms and conditions within•. the FOIA
Syster-s Inc co -tract with the City of
For the City of _ For WebQA:
%acne
`itle:
Date.
John �iler:s; ■an i,:e
C r=Q
WebQA, irc. Servicing over 60 million people worldwide for Fortune 500 corporations, leading financial institutions,
colleges aid un.iversfties throughocrf North America and hundreds of city, county and state go~nnems
L1TY SECRETARY
CONTRACT NO,
Z
FOIA SYSTEMS SERVICES AGREEMENT
THIS SERVICE AGREEMENT.(the "Agreement") between FOIA
Systems, Inc. CTOIA Systems") with its principal place of business
at 825 W. State St., Geneva, lL 60134 and City of Fort Worth, TX,
with its principal place of business at 1000 Throekniorton Street, Fort
Forth, TX 76010 ("Customer') is made effective as 1211109
("Effective Date".)
1. OVERVIEW AND DEFINITIONS
General, This Agreement states the terms and conditions by which
FOIA SYSTEMS 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" rrea:is a website owned or operated by or
on 'aehalf of Customer, for which FOIA Systems 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 Sc, vice.
1.4 "Se,-vice(s)" means :lie specific service(s) provided by FOIA
SYSTEMS or its suppliers, including access to the Technology.
1.5 "Technology" means FOIA -Systems' (or its suppliers) web -
based applications, which have been designed to enhance FOIA and
Open Records request tracking capabiliiics by providing self-service,
interactive support, intelligent tracking, and knowicdge access, at.'
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, PAYiv E TS
4.I Grant of License. Subject to the te.-ns and conditions of this
Agreement, FOIA Systems and/or its supplier grants to Customer a
nor. -exclusive, non -transferable, limited license to permit the minnher
of Authorized Users equal to the number of Seat Licenses purchased
by Customer to access and use the Service on the Authorized
Wzbsite(s) identified in Schedule 1.
2.2 Responsibilities. Customtr agrees to (a) maintain the Authorized
Website(s) identified in Schedule 1; and (b) procure and maintain all
hardware, software end telecor=Laications equipment necessary to
access the Service via the Internet. Customer further agrees to (a)
provide F01A Systems with all information reasonably necessary to
setup or establish Service on Customer's behalf; and (b) provide
proper attri'aution of the Technology and Services to Systems on
Customer's Authorizes' Website(s) in the form of a "Powered by
FOIA Systems" logo wita a hyperli k to FOIA Systems' website
home page.
2.3 :Payment Twins. Customer shall pay all applicable fees fee the
Services it. accordance -woh the terns and conditio:s set fat lli
Schedule 1.
2.= Term. This Agrecincn , ;..._., oil tht Term Start Date and
contimtes for the term ialcrti;ica :n the Schedule I.
2.5 Optional Term. Upon the expiration oftlhc term as described in
Schedule 1, this Agreement will continue to auto renew to
subsequent annual Optional Terms as selected end defined in
Schedule I unless Customer, at its sole and absolute discretion,
notifies FOIA Systems in writing of its intention not to extend the
term of the Agreement at least thirty (30) days prior to expiration of
the current term end date.
3. INTELLECTUAL PROPERTY OWNERSHIP
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 FOIA Systems or its
supplier's.
4. LIMITED WARRANTY
4.1 Service Level FOIA Systems will use commercially reasonable
efforts to perform the Services in a manner consistent with applicable
'sudastry standards including, but not limited to:
1) Maintain Service availability 24 hours a day, 7 days a week,
2) 1'erform daily backups of all customer information, and
3) Respond to customers' requests for support within four (4) bmurs
during the hours of 7:00 AM to 7:00PM CT, Monday through
Friday, excluding federal holidays.
4.2 No Other tParrarhy. THE SERVICES ARE PROVIDED ON AN
"AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS
AT ITS OWN RISK. FOIA SYSTEMS DOES NOT MAKE, AND
HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS
AND/OR 1IMPLIED WARRANTIES, INCLUDING, BUT NOT
LLvilTED TO, WARRANTIES AND MERCHANTABILITY,
FITNESS FOR A PARTICULATE PURPOSE, AND ANY
WARRANTIES ARISING FROM A COURSE OF DLAT ING,
USAGE OR TRADE PRACTICE. FOIA SYSTEMS DOES NOT
WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED
OR ERROR -FREE.
5. LIMITA1TON OF LIABILITY
5-1 Damage to Customer. FOIA SYSTEMS ASSUMES NO
LIABILITY FOR ANY DAMAGE TO, OR LOSS TO, CUSTOMER
RESULTING FROM ANY CAUSE OTHER THAN THE
NEGI,IGFNCE OR WILL -JL OR RECKLESS MISCONDUCT O
FOIA SYSTEMS.
5.2 Consequential Damages Waiver. IN NO EVENT SHALL, FOIA.
SYSTEMS OR ITS SUPPL,IF.RS BE LIABLE TO CUSTOMER
FOR ANY TYPE OF INCIDE'NTAL, PU\1TIVE, INDIRECT OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT
LIMITED TO, LOST PEVEINME, LOST PROFITS,
REPLACEMENT GOODS, LOSS OF I'F(f 1 N'OT OGY, RIGHTS
OR SERVICES, OR IN'T'EFuUPTION OR LOSS OF SERVICE OR
EQULP,MFNT, EVEN IF ADVISED OF TIIE POSSIBILITY OF
SUCH DAMAGFS, `W uTi- ER ARiSINGs UNDFR THEORY OF
CONTRACT, TORT (NICLtiDI vi. NEGLIGF.' CE), STRICT
1A1311_ITY OR 0THER%VfSE. "HIS l,I%4f±AT10N SHALT, ^e 1T
APPLY TO LOSS Oh r, S T 0,N1, sR D A I :k .
'G? S}stems and Ciry a°Fort Wgri ; TX gmernert Page 1 of 5
FOIA SYSTEMS SERVICES AGREEMENT
6. INDEbINIFICATION
6.1 Indemnifrcation. To the extent permitted by applicable law, each
party agrees to fully indemnify and hold
harmless the other for any and all costs, liabilities, losses, and
ex=r ses (not including attorney's Ices) 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. Except for damages under Section
S. FOIA Systems liability hereunder is expressly' imited to the
amount received under this ag cement_
7. TERMINATION OR CHANGE ORDER
7.i 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 14'01A Systems
terminates for cause, ail payments due and owing up to and thrcugh
the date of termination will immediately be due. If customer
terminates for cause, it shall be entitled to a refund of any prepaid
service fees, or fees paid for service not received on a pro -rasa basis
7.27 Termination Without Cause. Either party may terminate this
agreement without cause providing that the terminating patty gives
rime other party sixty (60) day's written notice prior to termination.
Should Customer terminate wihhdut cause after the first date of the
term as defined in Schedule 1, Customer must pay the balance of
contracted term. Should FOIA Systems terminate without cause.
Customer has no obligation for payment.
7.3 Termination for Banknmprcy, 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 composition for
the benefit ofereditors, Fsuch petition or proceeding is not dismissed
within thirty (30) days of filing.
7.4 Non Appropriation of Funds — Notwithstanding Section 7.2, in
the event no funds or insufficient finds are appropriated by the
Customer in any fiscal period for any payments due hereunder,
Customer will notify FOIA Systems of such occurrence and this
Agreement shall twminare on the last day of the fiscal period for
-which appropriations were received without penalty or expense to
the O+stomer of any kind whatsoever, except as to the portions of
the payments herein a -greed upon for which funds have beet;
r,ppropriated.
7.5 erect of Termination. Upon the of eective date of expiration,
cancellation or terminaticn of this Agreement (a) FOIA Systems will
^unediateiy cease pro.:ditg t`.^:e Service(s); and (It) any and a!l
payment obligations of the Ou'stomer uziough the termination,
deperding upon cause or without cause, as defined above, will
nmediately become duce (-1 all Customer data sha;i be rem mud
�rnmediately upon rcrminatio.- end shall bc presented in a fern,,at
,-ssily accessible to Customer.
i, Survival. The following provisions will survive any expiration u:-
te minatien of the Agreement. - Sections 3 (Intellectual Property
Ownership), 5 (Limitation of liability), 6 (Indemnification),
9 (ConBdamiality) and 10 (,tiliscellarteous).
8. USE
9.1 Acceptable Use. Customer represents and warrants ,hat the!
Techrology and Services will only he used ."or lawful purposes, and
is accordance with reasonable operating roles policies, terms and
conditions and procedures.
8.2 Restriction 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 decompile 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; (0 introduce
into or transmit through the Technology or Services any virus, worm,
tap door, back door, timer, clock, couater 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. FOIA Systems may, upon misuse of the
program, misconduct, security breaches or grossly improper use of
the Customer data, and upon reasonable notice and opportunity to
cure, instruct Customer to terminate access to any Authorized User or
individual and Customer agrees to promptly comply with such
instruction.
9. CONFIDENTIALITY
9.1 F01A Systems infarmarior,. Customer acknowledges that the
Technology and Services contain valuable trade secrets, which arc
the sole property of FOIA Systems 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 Cusiomerinformation. FOIA Systems acknowledges that
Customer's database may contain valuable trade secrets, which are
the sole property of Customer. To the extent that FOIA Systems
becomes aware of the content of a Customer database, FOIA Systems
agrees to use reasonable care to prevent other patties from learning of
these tide secrets; provided FOIA Systems may disclose such trade
secrets to affiliates, agents pad other third parties, including counsel
and regulators, on a need -to -know basis, so long is such parties agree
to maintain the confidentiality of such information.
9.3 Exceptions. The obligations of this Section 9 shall Cot apply to
any information that (a) is now, or hereafter becomes, through no act
.r failure to act on the pa .._ e-M-g party ;the "Receiver"4
generally ;mown or mat n le; t'u'y is k Dwrj by the Receiver at -ne
unite ofreeeiving such in.—,.-naon, as evAcaced by the Receiver's
records; (c) is hereafter fsraishccl 'o the Rccciver by a third parry, as
a matter of right and widhou, rest cd 3r, on disclosure; (d) is
independently devclopcc by the Rccc:vcr without rtfereneto or use
of the disclosing party's informati{gin; or (c) is required to be
f6iA Systems and City of Fo t `?for.;:, TX Agaiecment rage 2 of 5
FOIA SYSTEMS SERVICES AGREEMENT
disclosed by law, provided that the pa«y to whom the information
belongs is given prior written notice cf any such arroposed disclosure,
10. MISCELLANEOUS PROVISIONS
10.; Force kfajeurc. Neither FOIA Systems, its suppliers nor
C,ustorner will be liable for any failure or delay ir its performance
under this Agreement due to any cause beyond its reasonable control,
includsg acts of war, acts of God, earthquake, flood, embargo, riot,
sabotage, labor shortage or dispute, governmental act or failure of the
Internet (not resuitit g from the negligence or willful misconduct of
MIA Systems), provided that the delayed party: (a) gives the other
party prompt notice of such cause, and (b) uses its reasonable
commercial efforts w promptly correct such faihmre or delay in
perorrnance. If FOIA Systems is.unable to provide Service(s) for a
pericd of thirty (30) consecutive days as a result of a continuing force
majeure event, Customer may cancel the Scrvice(s) without pmaity.
10.2 Governing L:rv. ": his Agreement is made under and wilt be
governed by and cottstrued in accordance with the laws of the State
of Texas.
10.3 Scverabifity. 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 gssignrnent. Neither party may assign its rights and obliga tioas
udder this Agreement, in whole or in part, without the prior wnnen
consent of the other party, which such consent shall not be
unreasonably with? cld. liowev�r, FOIA Systems pray assign its
rights and obligations to any entity that it merges with, any entity that
owns cr acquires ail or substantially alt of its assets, or any of its
subsidiary companies, .upon thirty (30) days advance written notice to
C'astomer.
1 D.5 hntira- Any notice or communication required or permitted to
be given her sunder shall be made in writing and may be delivered ley
hand, ltpno ircd with an overnight courier, sent by email with
delivery conlirnation, conformed facsimile, or mailed by registered
or certified mail, receipt requested, postage prepaid. Such .n0wcs
shali be deemed made when delivered to the applicable party's
representative as provided. is 'his Agreement.
IC.6 RelaticrshiR Panics. FOIA Systems and --usiomcr are
independent commctors and this Agreement will not establish any
relationsh:p of partnership, oint venture, employment, franchise or
agency between: FCiIA Systems and Customer. Neither FOIA
Systems nor Customer will have the ,,owe- to bind the other or incur
poi:gat:on s or, the other's behalf without :tic other's prior rrti:ten
consent, except as o hcnvisc expressly prwidcd `: :hir..
10+.7 The, •waiver or faiiore of ciTher patty [o exercise in any
cso ct : ny ig<<: pro id^_;l for inr.:s Are en w. .:cat' net be ce_n.ed
i vtaiver of>ny f trther ngh: undet 'hi; A ti-eemer..
co r=�te and ;*ri'h
espe'-: to ih; sihb;ecta"-ur hc.
FOIA J''st;.,tar;rd('iNnf:,..`Nc' 1}: r.cc.mnt�—"-'--
10.09 Reviricred Rights. Technology or Services acquired with
United Stares Federal Govemment funds or intended for use within or
for any United States federal agency are provided with "Restricted
P,ights" as defined in DFARS 252.227-7013(e)(i)(ii,t or FAR
52.2279.
10,10 Right to Auuil -- f--0?A Systems agrees that the Customer shall,,
until the expiration ofthree (3) years after fina' paymert under this
ccntract, have access to and the right to examine at reasonable times
any directly pertinent books, documents, papers and records of ?OIA
Systems involving transactions relating to tars Agreement at nc
additional cos: to the Customer_ F01A Systcros agrees that tl;e
Customer shall hive access during normal working hears to all
necessary FOLA Systems facilities and shall be provided adequate
and appropriate work space in order to conduct audits in compliance
with the provsious of this section. Customer shall give FOIA
Systems reasonable advance notice of intended audits.
13.11 Inrurunce — FO:A Systems shall ma?ntain : iability Insurance
far the entice life of this agreement, and the amounts of such
insurance shall not be less than limits stated hercinaftei, S1,000,000
Each Claim Limit and S1,000,000 Aggregate Lim'..
11. ACCEPTANCE
Ainborized representatives of Customer and FOIA SYSTI t,-ts have
read the foregoing and all documents incorporated thereitt and agree
and accept such terms effective as ofthe date first written above.
Customer: 1 (� c}F t.1J(Z- I WrS
Signature: / �2
v
Print Name. LAIC
Title:
! !� =� U
Date: �
r
FOIA Systems
Signature:
- -
Print Name: 1,1k,I�oo, o,.uw,way
Title: P, ;jrodent
Date: 11 r/i "/0J
AssistaAt City Attorn,: y
Psgc 3 of -
Attested by:
r
Marty He;: dri , City SWMtQY
FOIA SYSTEMS SERVICES AGREEMENT
Schedule 1
A. Services:
Product Code
Description
7u I FOL4 F OIA
Module with 10 GB of storage
B, Number of Sent;:
unlimited
C. Authorized
http://www.forarortbeov.or4
Website:
1). Term:
0 Initial Term Starting: 12/1/09
Ending: 3/31/110
FA Annual Term Starting: 4/l/10
Ending: 9/30/10
E. Auto -Renewal of Annual Term:
Annual (12 months of service) Auto -Renewing Optional Term Desired
3 The Optional Term will not increase more than 3% annually,
u This Optional Term will continue to auto -renew unless Customer, at is sole and absolute discretion,
notuies FOIA Systems in writing of its intention not to extend the annual term of the Agreement at least
thirty (30) days prior to expiration of the current term end date.-
F. Fees:
2 One-t me Implementation fee of S4500 for up to 35 consulting hours for implementation; with S2250
payable by 14110 and remain $2250 only payable if customer accepts the annual tern:
0 Locked in Cost of SO for above Initial Tcrm
M Locked in Cost of S11,700 for above Annual Term for six (6) months of service at S 1950 per month.
The total fees for the 2010 Fiscal Year will not exceed $16,200.
Customer must vrovide F01A Svstems with written notice by 2/28/10, should the Customer wish not to
continue with the service aver the Initial Term, otherwise the Annual Term will automatically bezin
with the same terms and conditions of the Agreement.
El Additional 10 GB of storage spacc $240 per year
All service upgrades are included.
G. Billing:
Fees are billed oa m annual basis in advar:cc and are due upon receipt of invoice.
11, Late Payments:
Payments over 45 days f orn due date will accrue interest at a rat,. of one (1%) per month
1. 1'axes:
A !I fees are c=.clusive of all taxes
J. Remittance:
Ali payments should be made directly to FOIA Systems, Inc. at fine `ollawing adetess:
Accounts Receivable
F!'?A Systems Inc
" : ='r' State St
%_neva, IL 60134
Pa,„ncnts h^i: net be deemed received by F0lA Sys_e ns unti. ac:vally rcceiv;,,d in utieir offices.
FC,A S}S:citL and City ot'Fo:1 Wcrth,i Y Ag: v: at Page 4 of 5
FOIA SYSTEMS SERVICES AGREEMENT
Customer Information
Company Name: C i'ri of 1~orzT
Contact Name:
Address: 1 pro Ty) go c g pi
City: FOR-r P g-TA State: Zip.. -7 CI aZ
Title: ► f'i St�%�� ,A2-f Email; N1AtZT"1 , �/ft7{t1X
Phone: 17) c1Z-611ai Fax:(Yt'1)352-�,t�1 1
` Pa er: -
Billing Information
Contact Name:.
Address: jaeo i`�1nbGK,M�z� ;n t
City_(o(L-r- U.i rz
Title: (LirCoR�S,Jj�,2
Phone:(if t '1) 3,1 Z- Z 43 -7
Purchase Order IM: fZ R PO-1n-000!; afolg-
E�+�Cst-PS.��.i�5��s't��tt,�Cs�t�. �t2�
State: Zip: --7 6102
Email: Celluiar:(1$1-1) 564 -522 3
Fax: (61 7 �3 q Z 6 L SSA- Pager:
Duns #:
Technical Contact (if one).
Contact Name: rj r.lET3 L TA 6tbv, oft&
Address: )on --'A � j2o�}(.�toYLn-o,,} t L.3 �
City. rag--T State: fEXbS Zip: (c t o2
Title. pj 6,j C 1,,,7 � 0 . G ��,1Aro 2 Email: ( Cellular:
Phone: (3r')5tiZ-$19¢ I Fax:{$►?)3gZ-(odS4 Pager:
Contact Hours
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