HomeMy WebLinkAbout2018 CON Nextrequest - Public Records Software ServicesAGREEMENT
BY AND BETWEEN
NEXTREQUEST
AND
THE CITY OF NATIONAL CITY
This Agreement, together with the order form ("Order Form") executed between
NextRequest Co. and Customer, which is incorporated herein by reference, constitute a
legally binding contract between NextRequest and Customer. The Order Form, together
with this Agreement is referred to as the "Agreement" or "Service Agreement". This
Agreement is entered into as of October 24, 2018.
NextRequest means NextRequest Co., a Delaware Corporation with principal offices at 433
Bryant St., San Francisco, CA 94107 and Customer means the City of National City, a
municipal corporation. NextRequest and Customer may each be referred to as a "Party"
and together as the "Parties".
RECITALS
WHEREAS, Customer desires to employ NextRequest to provide software that will
assist Customer receive, disseminate, store, redact, and otherwise manage requests made
under the California Public Records Act.
WHEREAS, the Customer has determined that NextRequest is a public records
software vendor and is qualified by experience and ability to perform the services desired
by Customer, and NextRequest is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS:
1 Services
1.1. NextRequest Service. During the term of this agreement, NextRequest will use
commercially reasonable efforts to deploy, host, and maintain for Customer an
instance of the Service as further described in the Order Form.
1.2. Service Level Agreement. NextRequest will provide support for the Service
according to the terms of the Service Level Agreement attached hereto as Exhibit A
and incorporated by reference.
1.3. Other Services. If provided in the Order Form, NextRequest will provide Additional
Services consistent with industry standards and according to the terms in the Order
Form. Services such as setup or customer support will be provided during Business
Hours, online, or by telephone, unless otherwise agreed to by the Parties.
1.4. Excluded Services. Unless expressly provided in the Order Form, NextRequest is
not responsible for registering or maintaining domain names or DNS; hardware or
software not provided as part of the Service; integration between the Service and
any other software or system (except for issues originating with the Service or its
interfaces); or direct support to Requesters.
1.5. Security. The Service is hosted by third -party Service Providers pursuant to
agreements between NextRequest and such Service Providers. The facilities used to
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store and process Customer Content use reasonable and appropriate measures
designed to secure Customer Content against accidental or unlawful loss, access or
disclosure. However, NextRequest's Service must include unlimited malware
removal, Web Application Firewall (WAF) malware prevention, DDoS mitigation,
revisions, enhancements, bug fixes, patches, error resolutions and all other
maintenance or changes to any software used to provide the Service to Customer
to insure that any such software operates in conformance with this Agreement.
2. Intellectual Property and Licenses.
2.1. Service. The Service is protected by copyright, trademark, trade secret, and other
intellectual property laws of both the United States and foreign countries. Except
for the express licenses granted in this Section 2.1, NextRequest reserves all rights
in the Service. As between Customer and NextRequest, NextRequest retains all and
exclusive rights, title, and interest in and to the Service, including all Intellectual
Property in the Service and any software used to provide the Service to Customer.
During the Term and conditioned upon Customer's compliance with all provisions
of this Agreement, NextRequest hereby authorizes Customer to access and use the
Service for purpose of accepting, responding to and managing public records
requests and publishing responsive documents ("Purpose"), and grants to
Customer a personal, limited, royalty -free, non-exclusive, non -assignable,
non-sublicensable and non -transferable right and license to use the Service only for
the Purpose. Customer and Customer's Users shall not (a) copy, modify, translate
or create derivative works or improvements of the Service; (b) rent, lease, lend, sell,
sublicense, assign, distribute, publish, transfer or otherwise make available any
Service or any part or derivative thereof to any person; (c) reverse engineer,
disassemble, decompile, decode, adapt or otherwise attempt to derive or gain
access to the source code, underlying ideas, algorithms, structure or organization
of the Service, in whole or in part; or (d) defeat, bypass, breach, deactivate, or
otherwise circumvent any security device or protection used by the Service or
access or use the Service other than through the use of its own then valid access
credentials.
2.2. Third -Party Software. Open source software licenses for components of the
Service released under an open source license constitute separate written
agreements. To the limited extent that the open source software licenses expressly
supersede this Agreement, the open source licenses govern Customer's agreement
with NextRequest for the use of the components of the Service released under an
open source license. For the avoidance of doubt, the owners of the open source
licenses do not have any access whatsoever to Customer Content or Requester
Content. Open -source software contained in components of the Service may
change from time to time. Prior to this Agreement becoming effective, NextRequest
will, upon request, provide Customer a list of open -source software that is included
in the Service. Upon request by Customer and no more than annually,
NextRequest will provide Customer with an updated list. Notwithstanding any of
the changes in open source software described in this Section, at no time shall the
owner of any open source license have any access, whatsoever, to Customer
Content of Requester Content.
2.3. Customer Content. As between Customer and NextRequest, Customer retains
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ownership of all Intellectual Property in Customer Content. Customer grants to
NextRequest, its Service Providers and each of NextRequest's respective
subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty -free,
fully -paid, transferable, irrevocable, perpetual, unlimited, and sub -licensable right
to use, host, store, cache, reproduce, publish, publicly display, perform, distribute,
transmit, translate, publicly perform, adapt, and modify Customer Content, in all
media now known or later developed, for the purpose of maintaining, operating, or
improving the Service. NextRequest and its Service Providers may access
Customer Content as necessary to comply with the law or an order of a
governmental body.
2.4. Requester Content. Nextrequest and/or Requesters retain ownership of all
Intellectual Property in Requester Content. NextRequest grants to Customer a
worldwide, non-exclusive, royalty -free, fully -paid, non-transferrable, irrevocable,
perpetual, and non-sublicensable right to use Requester Content for the Purpose.
2.5. Usage Data. NextRequests retains ownership of all Intellectual Property in Usage
Data, and Customer hereby unconditionally and irrevocably grants to NextRequest
an assignment of all right, title and interest in and to the Usage Data, including all
Intellectual Property rights relating thereto. NextRequest grants to Customer a
worldwide, non-exclusive, royalty -free, fully -paid, non-transferrable, irrevocable,
perpetual, and non-sublicensable right to use Usage Data for the Purpose.
2.6. Transfer of Content. Customer Content may be disclosed and otherwise
transferred to an acquirer, or successor or assignee as part of any merger,
acquisition, debt financing, sale of company assets, or similar transaction, as well as
in the event of an insolvency, bankruptcy, or receivership in which such data is
transferred to one or more third parties as a NextRequest business asset.
2.7. Feedback and improvements. Any suggestions provided by Customer to
NextRequest with respect to NextRequest's products or services shall be collectively
deemed "Feedback." NextRequest will be free to use Feedback without any
obligation to Customer and Customer hereby assigns to NextRequest all rights,
title, and interest in and to any Feedback. NextRequest will be considered the sole
author of all modifications or improvements to the Service. NextRequest may use
Customer Content to improve the Service and shall be the sole owner of any such
improvements, so long as such use protects the confidentiality of Customer
Content.
3. Customer Obligations
3.1. Payment. Customer will make all payments required under Section 5.
3.2. Security. Customer will protect the accounts, passwords, and other authentication
information Customer uses to access the Service and any NextRequest system, and
will be responsible for any activity attributable to a Customer account or Customer
Users. Customer's user names, passwords, other login information or personal
information may be stored by NextRequest or its Service Providers in the course of
providing Service and may be available to the NextRequest application and Service
Providers.
3.3. Data Backup. Customer will maintain backups of all Customer Content stored in
the Service in an environment separate from the Service.
3.4. Laws Applicable to Customer. Customer is solely responsible for Customer
Content and will comply with all laws applicable to Customer's use of the Service,
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including without limitation privacy laws and laws regarding the export of data or
software. Customer will not use the Service to store data that Customer is
prohibited by any law or regulation from disclosing to NextRequest or any third
party, such as financial data, individually identifiable information about children,
individually identifiable health information, geolocation information about specific
people, Social Security numbers, driver's license numbers, other confidential ID
numbers, financial account numbers, credit or debit card numbers, personal
identification numbers (PINs) or passwords, street addresses, phone numbers or
other personal information of third parties ("Sensitive Information"). NextRequest
shall not be liable for any damages that arise due to Customer or Customer Users'
publication of any information in violation of any law. To the extent that Customer
Content causes NextRequest to be subject to any law to which it otherwise would
not be subject (such as HIPPA), NextRequest may remove such data pursuant to
Section 9 or discontinue the Service without any liability except to refund any fees
Customer paid to NextRequest attributable to unused services.
3.5. Public Records Laws. Consistent with Section 6.4, Customer is solely responsible
for compliance with all applicable public record laws and under no circumstances
shall NextRequest be liable for any damages relating to non-compliance, regardless
of whether such non-compliance arises out of or relates to Customer's use of or
reliance on the Service. Customer warrants that Customer is solely responsible for
all Customer Content and use of Customer Content by Requesters. Neither
NextRequest nor its Service Providers guarantees the accuracy, integrity or quality
of Customer Content.
3.6. Acceptable Use Policy. Customer and Customer Users shall not use the Service (i)
to send or facilitate the sending of unsolicited bulk commercial email (spam); (ii) to
send, upload, distribute, or transmit or store Prohibited Content (iv) to distribute
malware, including viruses, worms, Trojan horses, corrupted files, hoaxes, or other
items of a destructive or deceptive nature; (v) to alter, disable, interfere with,
disrupt, circumvent or exploit vulnerabilities in any aspect of the Service or
NextRequest's or third parties' other services or systems; (vi) to infringe the
Intellectual Property or privacy rights of any person; (vii) to otherwise violate, or
promote the violation of, any law or the legal rights of any person; (viii) to
impersonate another person; (ix) for any high risk use where failure of the System
could lead to death or serious bodily injury or any person or to physical or
environmental damages, such as applications controlling transportation, medical
systems or weaponry systems; or (x) to otherwise access or use the Service beyond
the scope of the authorization granted under Section 2.1. If Customer becomes
aware of any actual or threatened activity prohibited under this section, Customer
shall immediately take all reasonable measures to stop the activity, to mitigate its
effects, and to notify NextRequest. Customer is responsible for any act or omission
of any Customer User.
3.7. Service Policies and Privacy. Customer agrees to comply with the NextRequest
Terms of Service available at https://www.nextrequest.com/termsofservice which is
incorporated herein by reference and which may be updated from time to time.
Customer agrees to the use of Customer Content, Requester Content, and Usage
Data in accordance with the NextRequest privacy policy available at
https://www.nextrequest.com/privacypolicy.
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3.8. Deletion of Customer Content. The Service enables Customer to delete
Customer Content for purposes of adhering to Customer's document retention or
other policies. When Customer deletes Customer Content ("Deleted Content"),
relevant documents are removed from databases accessible to Customer and/or
the general public so that Customer no longer has access to Deleted Content.
However, copies and backups of Deleted Content may continue to be stored on
NextRequest's or its Service Providers' servers. Customer acknowledges and agrees
that after deletion, under no circumstances will NextRequest provide Customer
with copies of Deleted Content. NextRequest may provide Deleted Content to third
parties as required by law or a court order.
4. Customer Representations and Warranties. Customer represents and
warrants and undertakes that it has all necessary rights in the Customer Content to
permit Customer's use of the Service and to grant the licenses contained in this
Agreement without infringing the Intellectual Property rights of any third parties,
violating any applicable laws, or violating the terms of any license or agreement to
which it is bound.
5. Fees and Invoicing.
5.1. Fees, Invoicing. Customer will pay all fees stated in the Order Form within 30 days
of receiving an invoice from NextRequest.
5.2. Expenses. If Customer purchases Hourly Services, Customer will reimburse
NextRequest for all ordinary and necessary expenses incurred in connection with
the performance of the Hourly Services, including travel -related expenses. All travel
will be pre -approved by Customer.
5.3. Taxes. Customer is responsible for any taxes that may be due as a result of this
Agreement, except for taxes on NextRequest's net income. Taxes payable by
Customer will be billed as separate items on NextRequest's invoices and will not be
included in NextRequest's fees. If Customer claims a tax exemption, Customer must
provide documentation of the exemption to NextRequest at the time of Customer
order.
6. Confidential Information
6.1. Duty to Protect Confidential Information. Each Party will exercise the same
degree of care and protection with respect to the Confidential Information of the
other Party that it exercises with respect to its own Confidential Information, at
least a reasonable degree of care. A Party will not use the Confidential Information
of the other Party except as permitted by this Agreement. Notwithstanding the
foregoing: (i) either Party may disclose the other's Confidential Information to its
employees and agents who have a need to know, provided that any agent to which
Confidential Information is disclosed is bound by non -disclosure terms at least as
protective as those in this Section 6; (ii) either Party may disclose Confidential
Information if so required by law (including court order or subpoena); and (iii)
Customer's Content that is also Confidential Information is subject to NextRequest's
Privacy Policy available at https://www.nextrequest.com/privacypolicy.
6.2. Return of Confidential Information. Unless otherwise authorized, upon the
earlier of termination of this Agreement or request by the other Party, each Party
will promptly return or, subject to Section 3.8, destroy all Confidential Information
disclosed to it by the other Party and provide certification that all such Confidential
Information has been returned or destroyed.
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6.3. Notification Obligation. If a Party becomes aware of any unauthorized use or
disclosure of the Confidential Information of the other Party, it will make
commercially reasonable efforts to notify the other Party of the unauthorized use
or disclosure and assist in seeking a protective order or other appropriate remedy.
6.4. California Public Records Act. Notwithstanding the foregoing in this Section 6,
NextRequest acknowledges that Customer is subject to the California Public
Records Act (See Government Code Section 6250 et. seq.) and this Section 6 is not
intended to impede or impair Customer's requirements or obligations under that
Act with respect to information related to its relationship with NextRequest. If
Customer receives a request to inspect such information, where NextRequest has
informed Customer in writing that NextRequest considers the requested
information to be confidential and proprietary, Customer must notify NextRequest
so that NextRequest may, at NextRequest's sole cost and expense, seek relief from
compliance with such request.
7. Publicity. Customer agrees that NextRequest may, after providing Customer
written notice in advance of publication, publicly disclose Customer's use of the Service
and may use Customer's name and logo to identify Customer as its customer in
promotional materials, including press releases.
8. Term and Termination
8.1. Term. The initial term of the Agreement begins upon NextRequest's receipt of
payment for Customer's valid order and extends for one year as also described in
the Order Form. This Agreement may be extended by mutual agreement upon the
same terms and conditions for an additional one (1) year term. The Parties may
exercise up to three one-year extensions. Price shall not increase more than the
percentage increase in the Consumer Price Index ("CPI") year over year, reflecting
inflation and general improvements in the product. Any extension of this
Agreement must be approved in writing by the City Manager. The initial one-year
term, and any extension pursuant to this Section 8.1, shall collectively be referred
to hereafter as the 'Term."
8.2. Termination for Convenience. Customer may terminate for convenience at any
time upon 30 days' written notice to NextRequest but will be entitled to a one-half
refund of fees for any unused portion of the Service or unused Hourly Services.
8.3. Termination for Cause. Either Party may terminate the Agreement for cause if the
other Party breaches the Agreement, or materially fails to meet any obligation
stated in the Agreement, and does not remedy that failure within thirty (30) days of
written notice from the non -breaching Party describing the failure.
8.4. Termination in Insolvency. Either Party may terminate the Agreement with
immediate effect on written notice if the other is subject to an "Insolvency Event,"
meaning that it (i) is unable to pay its debts; or (ii) enters into compulsory or
voluntary liquidation; or (iii) compounds with or contravenes a meeting of its
creditors; or (iv) has a receiver or manager or an administrator appointed (or an
application is made to the court for the same); or (v) ceases for any reason to carry
on business or takes or suffers any similar action which means that it may be
unable to pay its debts. Notwithstanding anything to the contrary within the
Agreement, any fees that Customer owes to NextRequest for the Service will
become due immediately upon the occurrence of an Insolvency Event.
8.5. Effect of Termination. Upon expiration or termination of this Agreement for any
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reason, all licenses and rights to use the Service granted to Customer shall
terminate immediately and Customer shall immediately cease all use of the Service.
If Customer has paid in advance for Service, and this Agreement terminates due to
material breach of this Agreement by NextRequest, NextRequest shall refund
Customer a prorated amount of any amount already paid. Upon termination by
Customer for convenience or due to material breach by Customer, in addition to
any remedy provided in this Agreement or provided in law or equity, NextRequest
shall be entitled to retain half of any amounts already paid. The following terms
will survive expiration or termination of the Agreement: Sections 2.3-2.7, 4, 5, 6, 11,
12 and 14.
9. Removal of Customer Content, Suspension of Service
9.1. NextRequest and its Service Providers reserve the right to remove or prohibit any
Customer Content or Requester Content. NextRequest may suspend or terminate
Customer's use of the Service without liability if NextRequest or a Service Provider
reasonably believes that: (a) it is required to do so by law or a regulatory or
government body, or doing so is necessary to protect the rights of NextRequest, its
Service Providers, or its other customers; (b) Customer or any Customer User has
failed to comply with any material term of this Agreement, including the Acceptable
Use Policy; (c) Customer's or any Customer User's use violates applicable law or
third -party rights; (d) Customer Content causes NextRequest to be subject to any
law to which it otherwise would not be subject (for example, HIPAA) ; or (e) this
Agreement expires or is terminated. Notwithstanding the foregoing and for the
avoidance of doubt, NextRequest and its Service Providers have no obligation to
monitor, filter, or disable access to any Customer Content or Requester Content.
If NextRequest or a Service Provider elects to remove Customer Content or suspend the
Service, to the extent possible, NextRequest will endeavor to give Customer as
much advance notice as possible. Such notice may be given by email as described
in Section 14.
10. Changes to Services. NextRequest may change, update, or discontinue any or
all of the Service at any time. NextRequest will make commercially reasonable efforts
to timely notify Customer of discontinuation of the Service, and to the extent possible
NextRequest will provide written notice at least five business days before
discontinuation of the Service by email as described in Section 14.
11. Intellectual Property Infringement and Indemnification
11.1. NextRequest's Obligations for IP Infringement. If any action is instituted by a
third party against Customer based upon a claim that any part of the Service (an
"Infringing Item"), infringes a United States patent, copyright or trademark,
NextRequest agrees to, at its own expense, defend, settle, pay all damages, and
hold Customer harmless (including reasonable attorneys' fees) relating to any third
party claim, demand, cause of action, or proceedings (whether threatened,
asserted, or filed) ("Claims") against Customer to the extent that such Claim is
based on a claim that any aspect of NextRequests Service (excluding Third Party
Products) directly infringes a United States patent, registered United States
copyright, or registered United States trademark, provided that the Products are
used in compliance with this Agreement. Customer will cooperate reasonably in the
defense of such action, and NextRequest shall employ competent counsel,
reasonably acceptable to the City Attorney. If, as a result of any such Claims,
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NextRequest or Customer is permanently enjoined from using the Service by a
final, non -appealable decree, NextRequest shall: (a) procure for Customer the right
to continue using the Infringing Item; (b) replace or modify the Infringing Item so
that it is no longer infringing but continues to provide comparable functionality; or
(c) terminate this Agreement and Customer's access to the Service, in which case
NextRequest shall refund a prorated amount of any amounts paid for which Service
have not yet been received. NextRequest shall have no liability to Customer for any
infringement action to the extent such action arises out of a breach of this
Agreement by Customer or of the use of the Service (or any component part
thereof) after it has been modified by Customer without NextRequest's prior
written consent. This Section 11.1 states NextRequest's sole liability to, and
Customer's exclusive remedy against, NextRequest for infringement claims.
11.2. Indemnification and Hold Harmless. NextRequest agrees to defend, indemnify
and hold harmless the City of National City, its officers, officials, agents, employees,
and volunteers against and from any and all liability, loss, cyber-related risks that
include theft, loss or misuse of data, release of private information or Sensitive
Information and responsibility for costs, fines and penalties that the entity might
incur, damages to property, injuries to, or death of, any person or persons, and all
claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and
defense costs, of any kind or nature, including workers' compensation claims, of or
by anyone whomsoever resulting from or arising out of NextRequests performance
or other obligations under this Agreement; provided, however, that this
indemnification and hold harmless shall not include any claims or liability arising
from the established -gross negligence or willful misconduct of the Customer, its
agents, officers, employees or volunteers. Customer will cooperate reasonably in
the defense of any action, and NextRequest shall employ competent counsel,
reasonably acceptable to the City Attorney. If a claim arises under this Section
involving the negligence of both Parties, NextRequest's indemnification obligation
shall be limited to the percentage of fault attributable to NextRequest's negligence.
The indemnity, defense, and hold harmless obligations contained in this Section 11 shall
survive the termination of this Agreement for any alleged or actual omission, act, or
negligence under this Agreement that occurred during the term of this Agreement.
NextRequest's total liability for any costs arising under this Section shall not exceed
$200 per individual record that is subject to cyber-related theft, loss, or misuse
caused by NextRequest. NextRequest's total liability for any other costs, aside from
cyber-related theft, loss, or misuse, arising under this Section shall not exceed the
amount covered by NextRequest's insurance described in Section 13.
11.3. Workers' Compensation. NextRequest shall comply with all of the provisions of
the Workers' Compensation Insurance and Safety Acts of the State of California, the
applicable provisions of Division 4 and 5 of the California Labor Code and all
amendments thereto; and all similar State or federal acts or laws applicable; and
shall indemnify, and hold harmless Customer and its officers, employees, and
volunteers from and against all claims, demands, payments, suits, actions,
proceedings, and judgments of every nature and description, including reasonable
attorney's fees and defense costs presented, brought or recovered against
Customer or its officers, employees, or volunteers, for or on account of any liability
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under any of said acts which may be incurred by reason of any work to be
performed by NextRequest under this Agreement.
12. Disclaimers and Limitations on NextRequest's Liability
12.1. NextRequest is not responsible to Customer or any third party for unauthorized
access to Customer Content or the unauthorized use of the Service unless the
unauthorized access or use results from NextRequest's or its Service Providers'
failure to comply with the terms of this Agreement. Customer is responsible for the
use of the Service by: (1) any employee of Customer; (2) any person Customer
authorizes to use the Service; (3) any person to whom Customer has given access to
the Service; and (4) any person who gains access to Customer Content or the
Service as a result of Customer's failure to use reasonable security precautions,
even if such use was not authorized by Customer. Customer is not responsible for
the use of the Service by Requesters, so long as such use would not otherwise be a
violation of the foregoing sentence.
12.2. Disclaimer of Warranty. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND NextRequest
MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT,
AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE
PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NextRequest
MAKES NO REPRESENTATION OR WARRANTY (A) USE OF THE SERVICE WILL MEET
CUTOMER'S REQUIREMENTS, (B) THAT THE SERVICE WILL BE UNINTERRUPTED OR
ERROR -FREE, OR (C) REGARDING THE ACCURACY OR RELIABILITY OF ANY CONTENT.
12.3. Limitation of Liability. NextRequest WILL NOT BE LIABLE FOR LOST REVENUES
OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT HOWEVER CAUSED.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF NEXTREQUEST OR ITS
SUCCESSORS, LICENSORS, SERVICE PROVIDERS OR SUPPLIERS UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL
OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY AND OTHERWISE EXCEED (a) with respect to
cyber-related theft, loss or misuse, $200 per individual record that is subject to
cyber-related theft, loss, or misuse caused by NextRequest (b) with respect to any
claim covered by NextRequests insurance required by Section 13, the amount
covered by such insurance; and (c) with respect to any other claim, the total
amount actually paid by Customer to NextRequest under this Agreement.
12.4. [Reserved].
12.5. Reporting Requirements in Event of Data Breach. Consistent with Section
11.3 and subject to the cap of $200 per individual record subject to cyber-related
theft, loss, or misuse, NextRequest shall pay all costs of fines, penalties and credit
monitoring expenses required by all applicable federal and state law if NextRequest
causes a data breach of Customer's Confidential Information.
12.6. Maiware. NextRequest warrants that the Licensed Software provided to
Customer on the Delivery Date does not contain any lock, clock, time, Trojan horse,
Easter egg, time bomb, counter, copy protection feature, replication devices,
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defects, or other devices that might lock, disable, or erase a product or prevent
Customer from fully utilizing the Licensed Software.
12.7. Title. NextRequest represents and warrants that it either owns the Service
provided to Customer or has a right to sub -license the Service to Customer. The
Service delivered to Customer shall be free of any liens or other encumbrances.
12.8. Performance. NextRequest represents and warrants that to its knowledge the
Service will perform in conformance with the Agreement and specifications of the
Service for a period of 180 days after the Final Acceptance Date of the Service.
12.9. Compatibility. NextRequest represents and warrants that to its knowledge the
Service, including any and all programs, interfaces, operating systems, and any
related diagnostic equipment, will perform together as an integrated system.
12.10. Quality of Services. NextRequest represents and warrants that it will provide
the Service in a competent, professional, and workmanlike manner.
12.11. Pass -Through Warranties. NextRequest shall pass through to Customer any
pass though representations and warranties provided by the Service Providers.
Customer may directly enforce any such pass through warranties that may exist.
12.12. Compliance with Applicable Laws. NextRequest represents and warrants that
the Service will comply with all applicable laws and regulations. For the avoidance
of doubt, applicable laws do not include specific laws (such as HIPAA) regarding
data security and privacy for Sensitive Information, which may vary based on
location and Customer Content, or laws regarding public records requests specific
to Customer.
13. NextRequest, at its sole cost and expense, shall purchase and maintain, and shall
require its Service Providers, when applicable, to purchase and maintain throughout
the term of this Agreement, the following insurance policies:
A. ( If checked, Professional Liability Insurance (errors and
omissions) with minimum limits of $2,000,000 per occurrence.
B. Commercial General Liability Insurance: Insurance Services Office
Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed
operations, property damage, bodily injury and personal & advertising injury with limits no
less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general
aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the
general aggregate limit shall be twice the required occurrence limit.
C. Automobile Liability: Insurance Services Office Form Number CA
0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9
(non -owned), with limit no less than $1,000,000 per accident for bodily injury and property
damage.
NextRequest Co. I 460 Brannan St. #77208, CA 94107 I info@nextrequest.com I (844) 767-8263 I @NextRequest
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Page 10 of 21
D. Workers' Compensation Insurance in an amount sufficient to meet
statutory requirements covering all of NextRequest's employees and employers' liability
insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be
endorsed with a waiver of subrogation in favor of Customer. Said endorsement shall be
provided prior to commencement of work under this Agreement.
If NextRequest has no employees subject to the California Workers'
Compensation and Labor laws, NextRequest shall execute a Declaration to that effect. Said
Declaration shall be provided to NextRequest by Customer.
E. Cyber Liability Insurance, with limits not less than $2,000,000 per
occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond
to the duties and obligations as is undertaken by Vendor in this agreement and shall
include, but not be limited to, claims involving infringement of intellectual property,
including but not limited to infringement of copyright, trademark, trade dress, invasion of
privacy violations, information theft, damage to or destruction of electronic information,
release of private information, alteration of electronic information, extortion and network
security. The policy shall provide coverage for breach response costs as well as regulatory
fines and penalties as well as credit monitoring expenses with limits sufficient to respond
to these obligations.
F. The aforesaid policies shall constitute primary insurance primary
coverage at least as broad as ISO CG 20 01 04 13 as to the Customer, its officers, officials,
employees, and volunteers, so that any other policies held by the Customer shall not
contribute to any loss under said insurance. Said policies shall provide prior written notice
to the Customer's Risk Manager, at the address listed in subsection H below, of cancellation
or material change.
G. If required insurance coverage is provided on a "claims made" rather
than "occurrence" form, the NextRequest shall maintain such insurance coverage for three
years after expiration of the term (and any extensions) of this Agreement. In addition, the
"retro" date must be on or before the date of this Agreement.
H. The Certificate Holder for all policies of insurance required by this
Section shall be:
City of National City
c/o Risk Manager
1243 National City Boulevard
National City, CA 91950-4397
Insurance shall be written with only insurers authorized to conduct
business in California that hold a current policy holder's alphabetic and financial size
category rating of not less than A:VII according to the current Best's Key Rating Guide, or a
company of equal financial stability that is approved by the Customer's Risk Manager. In
the event coverage is provided by non -admitted "surplus lines" carriers, they must be
included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and
otherwise meet rating requirements.
J. Reserved
K. This Agreement shall not take effect until certificate(s) or other
sufficient proof that these insurance provisions have been complied with, are filed with and
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approved by the Customer's Risk Manager. If the NextRequest does not keep all of such
insurance policies in full force and effect at all times during the terms of this Agreement,
the Customer may elect to treat the failure to maintain the requisite insurance as a breach
of this Agreement and terminate the Agreement as provided herein.
L. All deductibles and self -insured retentions in excess of $10,000 must
be disclosed to and approved by the Customer.
M. If NextRequest maintains broader coverage or higher limits (or both)
than the minimum limits shown above, the Customer requires and shall be entitled to the
broader coverage or higher limits (or both) maintained by the NextRequest. Any available
insurance proceeds in excess of the specified minimum limits of insurance and coverage
shall be available to the Customer.
N. Additional Insured for any policies of insurance required by this
section, including Cyber Insurance, to be covered as additional insureds shall be:
The City of National City, its elected officials, officers, agents, employees and volunteers.
14. General
14.1. Governing Law. This Agreement will in all respects be governed by and
construed and enforced in accordance with the laws of the State of California,
without respect to conflict -of -laws principles. Any legal action or proceeding
relating to this Agreement shall only be instituted in a court of competent
jurisdiction in San Diego County, California.
14.2. Notice. All notices or other communications required or permitted hereunder
shall be in writing, and shall be personally delivered; or sent by overnight mail
(Federal Express or similar); or sent by registered or certified mail, postage prepaid,
return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed
or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be
deemed received upon the earlier of (i) if personally delivered, the date of delivery
to the address of the person to receive such notice, (ii) if sent by overnight mail, the
business day following its deposit in such overnight mail facility, (iii) if mailed by
registered, certified or ordinary mail, five (5) days (ten (10) days if the address is
outside the State of California) after the date of deposit in a post office, mailbox,
mail chute, or other like facility regularly maintained by the United States Postal
Service, (iv) if given by telegraph or cable, when delivered to the telegraph company
with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent.
Any notice, request, demand, direction or other communication delivered or sent
as specified above shall be directed to the following persons:
To Customer: City Manager
City of National City
1243 National City Boulevard
National City, CA 91950-4397
And to:
NextRequest Co.
MIS Manager
City of National City
1243 National City Boulevard
National City, CA 91950-4397
460 Brannon St. #77208, CA 94107 I info@nextrequest.com I (844) 767-8263 I @NextRequest
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With a copy to:
City Attorney
City of National City
1243 National City Boulevard
National City, CA 91950-4397
To NextRequest:
Tamara Manik-Perlman
CEO
NextRequest Co.
460 Brannan St. #77208, San Francisco, CA 94107
Notice of change of address shall be given by written notice in the manner specified in this
Section. Rejection or other refusal to accept or the inability to deliver because of changed
address of which no notice was given shall be deemed to constitute receipt of the notice,
demand, request or communication sent. Any notice, request, demand, direction or other
communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within
forty-eight (48) hours by letter mailed or delivered as specified in this Section.
Notwithstanding the foregoing, any notice under section 9.1 or 10 may be made by email
to the City Attorney at attorney(E nationalcityca.gov and to the IT or MIS Manager at
cmo@nationalcityca.gov.
14.3 Assignment. Neither Party may assign any of its rights or obligations under this
Agreement, whether by operation of law or otherwise, without the prior written
consent of the other Party Neither party shall unreasonably withhold such
consent. Notwithstanding the foregoing, either Party may, after providing 30
days written notice to the non -assigning party, assign this Agreement in its
entirety, without consent of the other Party, to its affiliate or in connection with
a merger, acquisition, corporate reorganization, or sale of all or substantially all
of its assets. Subject to the foregoing, this Agreement shall bind and inure to the
benefit of the Parties, their respective successors and permitted assigns.
NextRequest may use Service Providers to perform all or any part of the Service,
but NextRequest remains responsible to Customer under this Agreement for
Service performed by its Service Providers to the same extent as if NextRequest
performed the Service itself.
14.4 Force Majeure. Neither Party will be in breach of the Agreement if the failure to
perform the obligation is due to an event beyond either Party's control, such as
significant failure of a part of the power grid, significant failure of the Internet,
natural disaster, war, riot, act of terrorism, insurrection, epidemic, strikes or
other organized labor action, terrorism, or other events of a magnitude or type
for which precautions are not generally taken in the industry. Dates by which
performance obligations are scheduled to be met will be extended for a time
equal to the time lost due to the delay so caused.
14.5 Modifications. Unless otherwise expressly permitted in this Agreement, the
Agreement may be amended only by a formal written agreement signed by
both Parties. An Order Form may be amended to modify, add, or remove
services by mutual written agreement of the Parties, agreement by email being
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sufficient. Any terms on Customer's purchase order or other business forms by
which Customer orders or pays for Service will not become part of this
Agreement.
14.6 Entire Agreement. The Agreement, together with the Terms of Use and Privacy
Policy, constitutes the complete and exclusive agreement between the Parties
regarding the Service and supersedes and replaces any prior understanding or
communication, written or oral. Customer acknowledges that it has not relied
on any statement, promise or representation made or given by or on behalf of
NextRequest which is not set out in the Agreement.
14.7 Precedence. If there is a conflict between the Order Form and this Agreement,
this Agreement will control.
14.8 Unenforceable Provisions. If any part of the Agreement is found
unenforceable by a court, the rest of the Agreement will nonetheless continue
in effect, and the unenforceable part will be reformed to the extent possible to
make it enforceable but still consistent with the business and financial
objectives of the Parties underlying the Agreement.
14.9 No Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any
other provision hereof.
14.10 No Partnership. The relationship between the Parties is that of independent
contractors and not business partners. Neither Party is the agent for the other,
and neither Party has the right to bind the other to any agreement with a third
party.
14.11 No Third -party Beneficiaries. There are no third -party beneficiaries to this
Agreement.
14.12 Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties
shall be subject to the examination and audit of the State Auditor for a period of
three (3) years after final payment under the Agreement, per Government Code
Section 8546.7.
14.13 Computation of Time Periods. If any date or time period provided for in this
Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday,
then such date shall automatically be extended until 5:00 p.m. Pacific Time of
the next day which is not a Saturday, Sunday or federal, state, or legal holiday.
14.14 Counterparts. This Agreement may be executed in two or more counterparts,
each of which will be considered a legal original for a►l purposes.
15 Defined Terms
Capitalized terms used in this Agreement have the following meanings:
"Business Day" or "Business Hours" means 9:00 a.m. - 6:00 p.m. Monday through Friday,
U.S. Pacific time, excluding public holidays in the United States.
"Confidential Information" means all information disclosed by one Party to the other,
whether before or after the effective date of the Agreement, that the recipient should
reasonably understand to be confidential, or where informed in writing that specific
information is confidential. "Confidential Information" includes information that is marked
or otherwise conspicuously designated as confidential, Social Security numbers, credit card
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numbers, and for NextRequest, scripts and other tools used in the Service. Information that
is independently developed by either Party, without reference to the other's Confidential
Information, or that becomes available to either Party other than through breach of the
Agreement or applicable law, will not be "Confidential Information" of the other Party.
"Customer Content" means all data that Customer or Customer Users store in, transmit to,
or produce with the Service, or otherwise provide to NextRequest under this Agreement.
Customer Content does not include Usage Data collected from Customer, Customer Users,
or Requesters.
"Customer User" means a person authorized by Customer, such as a Customer employee,
to use the Service on Customer's behalf. Customer User does not include Requesters.
"Final Acceptance Date" means the date on which Customer informs NextRequest, in
writing, that the Service performs as described in this Agreement.
"Hourly Services" means hourly support or training services to be provided by NextRequest
under an applicable Order Form.
"Intellectual Property" or "IP" means legally protectable rights related to patents, copyrights,
trademarks, trade secrets, rights of publicity and any other proprietary intellectual
property.
"Prohibited Content" means content (i) that violates any third party's rights, including
privacy or Intellectual Property rights; (ii) that is libelous, harassing, abusive, fraudulent,
defamatory, excessively profane, hate related, violent, harmful to minors; (iii) that
advocates racial or ethnic intolerance; (iv) intended to advocate or advance computer
hacking or cracking; (v) gambling; (vi) other illegal activity; (vii) drug paraphernalia; (viii)
phishing; (ix) malicious content; and (x) other material, products or services that violate or
encourage conduct that would violate any laws or third -party rights.
"Requester" means a member of the general public who uses the Service to make a public
records request.
"Requester Content" means information provided by or collected from a Requester.
Requester Content does not include Usage Data collected from Requesters.
"Service" means NextRequest's integrated web -based service, which assists customers in
responding to public records requests. The Service consists of a core web -based
application and any optional modules which may be purchased by Customer. The details
of the Service subject to this Agreement are set forth in the Order Form.
"Service Level Agreement" or "SLA" means the NextRequest Service Level Agreement
attached as Exhibit A to this Agreement and incorporated by reference.
"Service Providers" means third -party providers of services that are part of the Service.
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"Usage Data" means information other than Customer Content or Requester Content that
is collected, directly or indirectly, from Customer, Customer Users, or Requesters by or
through the Service, including information that incorporates or is derived from the
processing of information, data or content by or through the Service as well as any
information, data or other content derived from NextRequest's or its Service Providers'
monitoring of Customer's access to or use of the Service such as information reflecting the
access or use of the Service by or on behalf of Customer, any Customer User, or any
Requester.
[END OF AGREEMENT - SIGNATURES APPEAR ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and
year first above written.
CITY OF NATIONAL CITY
By"`b' c u'
Leslie Deese, City Manager
APPROVED AS TO FORM:
it P. Morris Jones
ober . M. Contreras
Deputy City Attorney
NEXTREQUEST CO., a Delaware
Corporation
(Corporation - signatures of two corporate officers
required)
amara M: nik-Perlman, CEO
By:
Reed Duecy-Gibbs, COO
NextRequest Co. I 460 Brannan St. #77208, CA 94107 I info@nextrequest.com I (844) 767-8263 I @NextRequest
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EXHIBIT A
NextRequest
Service Level Agreement
This Service Level Agreement ("SLA") defines the support obligations of NextRequest Co., a
Delaware corporation ("NextRequest") to you, a purchaser of NextRequest's Service. The
terms of this SLA are incorporated into and subject to the terms of the NextRequest Service
Agreement. Capitalized terms not defined in this SLA shall have the meanings given to
them in the NextRequest Service Agreement.
1. Service Guarantees
1.1 Availability. NextRequest provides hosting for the NextRequest service through a
Service Provider ("Hosting Provider"), which does not make guarantees about uptime.
Based on past performance, NextRequest anticipates 99.9% uptime of the application, with
the exception of planned outages for maintenance and upgrades for which NextRequest
notifies the Customer 24 hours in advance ("Uptime"). If NextRequest fails to meet the
Uptime, the Customer will be eligible for credits as described in section 3.2.
1.2 Security. NextRequest take the security of the Customer's data seriously and protects it
according to the rigorous security practices described in our System Security Plan. The, our
Hosting Provider, utilizes certified data centers managed by Amazon, which implements
industry -leading physical, technical, and operational security measures and has received
ISO 27001 certification and Federal Information Security Management Act (FISMA)
Moderate Authorization and Accreditation from the U.S. General Services Administration. If
NextRequest becomes aware of any unauthorized access to its systems that poses any
threat to the Service or the Customer's data, NextRequest will notify the Customer in
writing of the issue no later than the close of the next business day after NextRequest
learns of it.
1.3 Data Integrity. The Hosting Provider makes daily backups of Customers' systems and
data. Seven (7) daily backups and five (5) weekly backups are retained.
1.4 Location of Service. Service and Customer's data is hosted in the United States.
2. Service Request Process
2.1 Service Request Definition. A Service Request is any email, phone call, or in-app chat
ticket sent to NextRequest by the Customer indicating support action is necessary or
desired. This includes Bug reporting and Customer Support.
2.2 Severity Levels and Response Times. Each Service Request will be assigned a Severity
Level by the party initiating the request. If NextRequest reasonably determines that the
Customer has assigned an incorrect Severity Level to a ticket, NextRequest may assign a
different Severity Level. The Severity Levels are defined below, along with the
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corresponding Initial Response Time within which NextRequest (or, in the case of Critical
requests, our Hosting Partner) will respond to the Customer's request and begin work on
the issue:
Severity Level
(Priority)
Definition
Initial
Response
Time
and
Channel
Critical Service
is inoperative
Service is inoperative, Customer's business operations
or productivity are severely impacted with no available
workaround, a critical security issue exists.
2 hours
(phone or
email)
Standard (High)
Service is operating but issue is causing significant
disruption of Customer's business operations;
workaround is unavailable or inadequate.
1 Business
Day
(phone or
email)
Standard
(Medium)
Service is operating and issue's impact on the
Customer's business operations is moderate to low; a
workaround or alternative is available.
1 Business
Day
(email)
Standard (Low)
Issue is a minor inconvenience and does not impact
business operations in any significant way; little or no
time sensitivity.
1 Business
Day
(email)
2.3 Standard Service Requests
2.3.1 Initiating Standard Service Requests. The Customer may initiate a Standard Service
Request by opening a ticket via the NextRequest in-app chat system. NextRequest support
team members or systems may also create tickets on the Customer's behalf in response to
issues identified by monitoring systems.
2.3.2 Response and Resolution. Once NextRequest has responded to a Service Request,
NextRequest will work during Business Hours with the Customer's representatives and, as
needed, our Hosting Partner to resolve the problem or provide a workaround. NextRequest
makes no guarantee regarding the time to resolve a Service Request, only that
NextRequest will use the reasonable efforts described above.
2.4 Critical Service Requests
2.4.1 Initiating Critical Service Requests. The Customer may initiate a Critical Service
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Request by calling NextRequest directly at 833-698-7778. The Customer will be directed to
leave contact information and a detailed description
2.4.2 NextRequest's Response. NextRequest's support staff will contact the Customer
within 2 hours of receiving the Customer's report of a Critical Service Request and will work
continuously until the issue is resolved or a workaround is available. NextRequest will
provide the Customer with regular updates until the issue is resolved and will coordinate
with the Customer during Business Hours.
2.5 Customer Responsibilities. The Customer agrees to assist NextRequest as necessary to
resolve Service Requests and to provide any information NextRequest reasonably requests,
including information necessary to duplicate the issue. The Customer agrees to make
available personnel capable of understanding and accurately communicating technical
details necessary to enable NextRequest to review issues, and to assist NextRequest in
diagnosing issues.
2.6 Bugs and Bug Reporting
2.6.1 Bug Definition. A Bug is defined as any issue where the NextRequest application does
not function as intended. It is at the sole discretion of NextRequest staff to determine if an
issue is classified as a Bug. None of the Customer's Customer Support hours will be
deducted for reporting Bugs. The Customer may submit a Service Request in order to
report a Bug.
2.7 Customer Support
2.7.1 Customer Support Definition. Staff time spent by NextRequest assisting the Customer
or Customer's representatives after the Service Agreement has been signed is defined as
Customer Support. This may include helping users with account creation, account log in,
configuration, or understanding features. Customer Support hours exclude: bug reporting
and related discussions and fixes; regularly scheduled check -ins with NextRequest staff as
specified in the Order Form; and training sessions specified in the Order Form. The
Customer may submit a Service Request in order to receive Customer Support.
2.7.2 Premium Customer Support. Customers have an initial amount of Premium Customer
Support hours specified in their Order Form. These Customer Support hours will adhere to
the Service Request response times outlined in Section 2. Additional "Premium Customer
Support" may be purchased as needed.
2.7.3 Regular Customer Support. If a customer has exhausted their Premium Customer
Support hours they will continue to receive Regular Customer Support. Customers
receiving Regular Customer Support will receive the same level of support regarding
Service Requests and response times outlined in Section 2 with the exception that
customers with Premium Customer Support will take priority and have their issues
addressed first.
3. Service Credits
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3.1 Issuance. If NextRequest fails to meet the response time stated above, the Customer
will be entitled to a credit of 2 service hours for each hour during which the response time
guarantee is not met, up to a total of 8 hours per incident. The Customer must request a
credit in writing via a support ticket no later than 14 days following the occurrence of the
event giving rise to the credit. Credits will be applied to invoices issued in the future.
3.2 Credits for Downtime. During the term of the contract, the application will be
operational and available at least 99.90/0 of the time in any calendar month, with the
exception of planned outages for maintenance and upgrades in which NextRequest notifies
the Customer 24 hours in advance. If NextRequest does not satisfy the terms of the SLA,
the Customer will be eligible to receive the service credits described below. in order to
receive service credits, the Customer must request the credit in writing via a support ticket
within 30 days from the time the Customer becomes eligible to receive a service credit.
Monthly Uptime
Percentage
Days of Service added to the end of the service term at no
charge to you
< 99.9% to >=
99.0%
3
<99.0%to>=
95.0%
7
<95.0%
15
3.4 Extraordinary Events. The Customer is not entitled to a credit for downtime or outages
resulting from denial -of -service attacks, hacking attempts, or any other circumstances that
are not within our reasonable control.
3.5 No Credit in Breach. The Customer is not entitled to a credit if: (i) the Customer is in
breach of the Agreement (including the Customer's payment obligations to NextRequest)
at the time of the occurrence of the event giving rise to the credit, (ii) the event giving rise
to the credit results from the Customer's prior breach of the Agreement, or (iii) to the
extent our failure to meet an Initial Response Time guarantee results from the Customer's
delay or failure to meet the requirements of Section 2.5 ("Customer Responsibilities") of
this SLA.
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QNextRequest
NextRequest Order Form - National City
Current Date: Oct 14, 2018 (valid for 60 clays from Current Date)
Customer NatlonaICity Term Start 2018.1-01
Address 1200NATIONAL CITYBLVD, NATIONALCITY, CA Term End 2019-10-31
Contact Roberto Contreras Invoicing InvolcadAnnually
Name Price QTY Subtotal
Annual NextRequest License $6,250.00 1 $6,250.00
• Record Request Management Module & Document Module
• Unlimited users in specified agency or departments
• Software as a Service (SaaS); fully hosted, maintained, and cloud -based
• Support: Dedicated customer success staff; responses in 51 business
day
Redaction Module (yearly)
Unlimited users
Set Up (one time)
• Customer Success Plan + Application Configuration
• Two webinar training sessions (video recorded)
$750.00 1 $750.00
$1,500.00 1 $1,500.00
Email Review & Batch Redaction Module (beta) $1,500.00 1 $1,500.00
• Beta pricing is provided on the condition that the Customer works with
NextRequest to provide feedback on the module.
Accounts Payable Information
Name:
Subtotal $10,000.00
Total $10,000.00
Email: Phone:
nextrequest.com 1460Brannan St. 477208,San Francisco, CA94107 Iinfo@nextrequest.com I (833) 698-7778
Mayor
Ron Morrison
Council Members
Albert Mendivil
Alejandra Sotelo-Solis
Mona Rios
Jerry Cano
TO:
FROM:
SUBJECT:
CALIFORNIA
NATIONAL c%
CDR.P ATE'<?
Office of the City Attorney
MEMORANDUM
City Clerk
Ginny Miller, Legal As
Agreement between City lef"National City and NextRequest
City Attorney
Angil P. Morris -Jones
Senior Assistant City Attorney
Nicole Pedone
Deputy City Attorney
Roberto M. Contreras
DATE: October 24, 2018
Attached for your files, is a fully -executed original of the Agreement between City of National
City and NextRequest, dated October 24, 2018. The other original will be provided to
NextRequest through U.S. Mail.
Thank you.
Attachment
1243 National City Boulevard; National City, California 91950-4397
Tel.: (619) 336-4220 Fax: (619) 336-4327
Mayor
Ron Morrison
Council Members
Albert Mendivil
Alejandra Sotelo-Solis
Mona Rios
Jerry Cano
October 24, 2018
Reed Duecy-Gibbs
NextRequest Co.
460 Brannan Street, # 77208
San Francisco, CA 94107
RE: Agreement
Dear Mr. Duecy-Gibbs:
�r» CALIFORNIA ►-f+
NATIoNAL ant
acmy
INCORPORATED
Office of the City Attorney
City Attorney
Angil P. Morris -Jones
Senior Assistant City Attorney
Nicole Pedone
Deputy City Attorney
Roberto M. Contreras
Enclosed for your files is an original, fully -executed Agreement between the City of National
City and NextRequest. Thank you for your assistance getting this Agreement finalized.
Very truly yours,
Ginny Miller
Executive Assistant to the City Attorney
Enclosure
cc: City Clerk 1
1243 National City Boulevard; National City, California 91950-4397
Tel.: (619) 336-4220 Fax: (619) 336-4327