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HomeMy WebLinkAboutCAG2024-370 - Extension - #3 Extension - QLess, Inc - 1/20/23 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: ILS/TD Agreement Routing Form Dir Asst: • For Approvals,Signatures and Records Management Dir/Dep: MC KEN T This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) WASHINGTON Sheet forms. Originator: Department: Daniel Blincoe IT Date Sent: Date Required: c01/09/2023 01/13/2023 p. Authorized to Sign: Date of Council Approval: QDirector or Designee N/A Budqet Account Number: Grant? Yes ZNo 52001770.64260.1800 Budget? Yes:No Type: N/A Vendor Name: Category: QLess, Inc Contract Vendor Number: Sub-Category: 2228164 Other 0 Project Name: QLess Subscription E `o Project Details: Renewal of QLess subscription under vendor's Terms and Conditions. C a� Agreement Amount: $13,872.6 0 Basis for Selection of Contractor: Direct Negotiation 4) *Memo to Mayor must be attached i Start Date: 01/20/2023 Termination Date: 01/19/2024 Q Local Business'El YesFv-]No* If meets requirements per KCC3.70.700,please complete'Vendor Purchose-LocalExceptions"form onCityspace. Business License Verification:Yes ElIn-Process Exempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number: CAG2024-370 E]YesW]No Comments: CM C 0 " A.A'e" 3 3 Mike Carrington, ector GJ y Date: 01-11-2023 �a C in Date Routed to the City Clerk's Office: ad,V�7i__C Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 0 LESSO City of Kent, WA - 2023 Renewal City of Kent, WA ITA Kent Washington Reference: 20221 102-103532702 220 4th Avenue South ita@kentwa.gov Quote created: November 2, 2022 Kent, WA 98032 Quote expires: January 31, 2023 United States Quote created by: Kristen Becker Client Success Manager/Renewals Michael Carrington kristen.becker@qless.com Director, Information Technology 8004054637 mcarrington@kentwa.gov (253)856-4607 Comments from Kristen Becker Qless Account#: 1824026910 Renewal Terms: 1/20/2023-1/19/2024 Permit Center:220 Fourth Avenue S. Kent,WA 98032 Mr.Matthew Carrington Departments: Economic and Community Development Divisions: Economic&Community Development Administration Products & Services Item & Description SKU Quantity Unit Price Total GOV 2022: Mobile Queuing GOV MQPI 1 $12,600.00/ $12,600.00/ Platform 2 Way SMS - M M year year GOV 2022: GOV Flex M 1 $0.00 /year $0.00 /year FlexAppointments- M Per Account Annually If purchased with queueing(stand alone per location) GOV 2022: Live Dashboard GOV LD 1 $0.00 /year $0.00 /year Per Account Annually Subtotals Annual subtotal $12,600.00 Total $12,600.00 Purchase Terms 1.The customer agrees to allow QLess to promote that you area customer of QLess. 2.The customer is responsible for providing electricity,Internet access,a computer,and a QLess-supported browser at each point of service. 3.Payable upon receipt 4.The launch is defined as the Delivery of the standard QLess solution along with the admin login. 5.In the QLess iOS and Android Apps,customers have to be provided the ability to request priority and trade places with another customer 6.To avoid interruption of service,the contract will auto-renew for successive terms(1-time fees excluded)until canceled in writing at least 90 days in advance of the end of the then-current term. 7.Rates above include account setup,initial configuration&training. 8.This Service Order outlines the project and all the deliverables by QLess.It supersedes all prior agreements or discussions with the company. 9.Unless otherwise noted,client subscription will begin upon receipt of the Engineering welcome letter and when admin access is granted or continued.This shall also constitute the renewal date upon completion of the subscription term.In exceptional instances where renewal invoicing is delayed while services are still active,any lapsed invoicing periods will be retroactively applied,and the renewal date will remain as aforementioned. 10.This contract is subject to QLess Terms and Conditions that can be found at https://www.gless.com/terms/ 7 Michael Carrington mcarrington@kentwa.gov g4stm Beekml Kristen Becker kristen.becl<er@qless.com Questions? Contact me Kristen Becker Client Success Manager/Renewals kristen.becker@qless.com 8004054637 QLess 21 Miller Alley, Suite 210 Pasadena, CA 91105 United States 1/9/23,2:28 PM Terms&Conditions I Mess GetADenno (/schedule-a-demoA 0 LESS' (/) WHYQLESS INDUSTRIES ABOUTUS Download App Terms & Conditions 1.Scope 1.QLess,Inc.(the"Company")shall provide the Customer listed below with those services("Services")set forth in a service order or orders executed ("Service Order(s)") by the Company and Customer.Unless otherwise agreed in writing,any conflict between the terms of a Service Order and these terms and conditions shall be resolved in favor of the Service Order. 2.Customer shall not resell the Services or nor enter into any relationship whereby a third party can purchase or use the Services through Customer. 2.Term 1.The term for the provision of Services by the Company shall be as set forth in the applicable Service Order. 2.Termination of an individual Service Order shall not terminate any other Service Order. 3.Termination 1.Either party may terminate a Service Order if the other materially breaches the terms of such Service Order,and does not cure such breach within thirty days of notice.In addition to any other remedies, the Company may suspend the provision of Services under all Service Orders upon twenty-four hours notice in the event that payment has not been received within ten business days of the due date for such payment. 2.Except for a termination of a Service Order by Customer(i) based upon a breach of such Service Order or these terms and conditions by the Company,or(ii) pursuant to Section 3(c)or 6(c) below,in the event a Service Order is terminated prior to the end of its term,Customer shall pay the Company a termination charge equal to 100%of the fees that would have become due for the remainder of such term,in addition to all unpaid fees outstanding as of the date of termination.Customer agrees that such termination charge is a reasonable measure ofthe damages incurred by the Company and is not a penalty. 3.The Company may modify components of,or the method of providing,its Services,upon thirty days notice,or a shorter period if such change is due to compliance with applicable laws or regulations.In such case,the terms and conditions and applicable Service Order(s)shall be modified solely to the extent necessary to reflect such modification(s);provided,that ifsuch modification results in a material decrease in the functionality of the Services,then Customer may terminate the applicable Service Order if such material decrease is not remedied within thirty days notice from Customer. 4.Payment 1.All payments shall be made in U.S.dollars.Payment for Services is due within thirty days after the date of invoice. 2.Late payments hereunder will accrue interest at a rate of one and one-half percent(1-1/2%) per month, cumulated daily,or the highest rate allowed by applicable law,whichever is lower. 3.The Company reserves the right to have Customer complete a credit application to determine Customer's creditworthiness. S.Confidentiality:Data 1.This Section 5 shall not apply at such times as the Company and Customer are parties to a non- disclosure agreement that governs the disclosure of confidential information by either party to the other. https://gless.com/terms/ 1/3 1/9/23,2:28 PM Terms&Conditions I Mess 2.Each party acknowledges that it will have access to certain confidential information�t�i ber(W4ule-a-demoA 0 LESS (/including the term,fees and co Qmissionsl and other termseaand conditions of this Agreement Download App ("Confidential Information"),and agrees that it will not use in any way,for its own account or the account of any third party,such Confidential Information,nor disclose to any third party(except to that party's attorneys,accountants and other advisors as necessary),any of the other party's Confidential Information.Information will not be deemed Confidential Information if it(a) is or becomes known to the receiving party from a source other than one having an obligation of confidentiality to the disclosing party;(b) becomes publicly known or otherwise ceases to be secret or confidential,except through a breach of this Agreement by the receiving party;(c) is independently developed by the receiving party without reference to the Confidential Information;or(d) is required to be disclosed by law,a court,governmental agency or any applicable rules and regulations. 3.The Company may,with the prior written consent of Customer,refer to Customer by name and trademark in the Company's marketing materials and web site,and in press releases,customer references and case studies,with a description of the relationship. 4.Use of the data supplied by the end users of the Services shall be governed by the applicable privacy policy under which an end user supplies the data. 6.Indemnification 1.The Company shall indemnify and hold harmless Customer from and against any and all claims and suits,(including reasonable attorney's fees and costs) brought against Customer alleging that a Service infringes or misappropriates any intellectual property rights in a country in which such Service is provided by the Company to Customer. 2.If a Service is held to infringe and injunction against its use finally adjudicated,the Company may,at its expense and in its sole discretion,either(i)obtain the right for Customer to continue using such Service,(ii) modify or replace in its entirety such Service so that it is no longer infringing;or(iii) (z) refund to User an amount equal to the pro rated value for use of the Software and Services. 3.If the Company is unable to provide one of the foregoing remedies,Customer may terminate its use of the infringing Service without payment of the termination fee provided in Section 3(b). 4.The Company shall have no liability for any infringement or misappropriation of intellectual property rights resulting from Customer's supplied content or trademarks,improper use of the Service or not in accordance with applicable documentation,or from products or services not supplied by the Company. S.Customer shall indemnify and hold harmless the Company from and against any and all claims and suits,(including attorney's fees and costs) brought against the Company resulting from Customers(i) alleging that Customer-supplied content or trademarks infringe or misappropriate any intellectual property right,or(b) resulting from improper use of the Service or not in accordance with applicable documentation. 6.When a claim is made against a party who is thus entitled to be indemnified,such party shall promptly notify the indemnifying party,and allow the indemnifying party to assume sole control of the defense of such claim or suit;provided,that the indemnifying party shall not enter into a settlement imposing liability on the indemnified partywithout the indemnified party's prior written consent. 7.Warranty Disclaimer:Limitation of Liability 1.Except as specifically provided herein,Customer's use of the services is"as-is,"and the Company does not make,and hereby disclaims,any and all other express and implied warranties,including,but not limited to,warranties of merchantability or fitness for a particular purpose,and anywarranties arising from a course of dealing,usage,or trade practice.except as provided in a service order,the company does not warrant that the use of the services will be uninterrupted,error-free or completely secure. Except with respect to the indemnification provisions of Section 6,in no event shall either party be https://gless.com/terms/ 2/3 1/9/23,2:28 PM Terms&Conditions I Mess liable for any special,incidental or consequential damages,including but not Iimite(d4pq�A f 10(4T6sdule-a-demoA 0 LESS (/) WHYQLESS INDU,)TRIES ABOUT US or income,whether or not such party ad know edge,that such damages might be incurred. Download App 8.Miscellaneous 1.Notices under these terms and conditions and under any Service Order shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service,or mailed by registered or certified mail (return receipt requested)or sent via facsimile(with acknowledgment of complete transmission)to the parties at the addresses set forth above such other address for a party as shall be specified by like notice. 2.Neither party may assign its rights or obligations under this Agreement either in whole or in part without the prior written consent of the other party;provided,that such consent shall not be required if the Company assigns its rights and obligations to an assignee that acquires all or substantially all of the Company's stock or assets.Any attempted assignment in violation of the foregoing shall be void. The rights and obligations of the parties shall be binding upon and inure to the benefit of the parties and their respective heirs,representatives,successors and permitted assigns. 3.These terms and conditions and all Service Orders shall be governed by the English language and by the laws of the state of California.The parties consent to thejurisdiction of the courts of the county of Los Angeles,California. 4.All prior agreements and understandings are hereby superseded by these terms and conditions and the applicable Service Orders.If any provision is held unenforceable,these terms and conditions and Service Order(s)shall be deemed to be modified so as to render the remainder of the parties' agreement enforceable.Section 3-8 of these terms and conditions shall survive termination.These terms and conditions and Service Orders may only be amended in writing by both parties. No failure or delay of either party to exercise or enforce is rights shall operate as a waiver.Time is of the essence in the performance of obligations.If either party's performance is delayed to a force majeure event,such party's performance shall be excused during the appropriate period due to such event.Section 3-8 of these terms and conditions shall survive termination. Talk To Sales(/schedule-a-demo/) Download App(https://gless.com/download-app/) 0(https://www.facebook.com/QLess/) ©(https://twitter.com/gless) 0(https://www.linkedin.com/company/gless/) 0(https://www.youtube.com/channel/UC—XhFrwplKC�-HH2En—P3ssw) Privacy Policy(/privacy-policy/) Terms&Conditions (/terms/) ©2008-2021 QLess,Inc.All Rights Reserved. Protected worldwide by US 8,831,963 B2 Australian Patent#2,012,267,473&additional patents issued and pending. Canadian Patent-Electronic Queueing Systems and Methods-2019/1/15-Canadian Patent No.2,838,074 Websitebyl-!Va(https://www.insivia.com) https://gless.com/terms/ 3/3