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Home My WebLink AboutMoetivations, Inc. - QA Team on Demand Services AgreementQA TEAM ON DEMAND SERvices AGREEMENT This QA Team on Demand Services Agreement (this "Agreqmqnfzit into as of January 5, 2019 (the "_Effective Date), by and between the City of Yakinia, for the CuSunnun division, (the "SunQo–m—m PLivikon �ations") and Moetivations, Inc., a Colorado corporation (the "Cq_np—wtor"). The City of Yakima, for the SunCornm Division and the Contractor may be referred to herein as a "RgW�'or the 4 1 ne r. REMAIS A. The SunCorrun Division Operations answers 9-1-1 emergency calls in Yakima, Washington. III ijpiii� I F 11111 iiiiiii� III li�ii!ill III IIIIIIIqIII 111111111=1 : =MII133M= M mm� N 4.4. The Contractor "I aassift r r itlo the Cbrftrae�arj �anee of the Services bv : tr mmum- NOW services are a To i I'lls •= me, and/or nepti4tod and aptetl among the Parties * IMM r a � * APs a:. a sa • a u + a x a a a a a:. •: Page 3 of 1 Page 4 of 10 through no fault of the Contrwtor; 0) itihrmation that the Contr� can show was known by the Sunconim Division Operations is required to discibse un&r open tecora request, ow Operations' Confidential b6twation comigera with OW purpose and intent of this Agreement and to evaluate the feasibility of additional trrm� or a busi� Mati6ash� bawcw the Parties. QA TEAM oN DEMAND SERVIcEs AGREEMENT pertinent to the Contractor's performance under this Agreement for the purpose of making aro audit, examination, or excerpts. The Contractor shall provide any documentation ess to prepare all reporting required by the SunComm Division Operations and shall beep all books, documents papers and records which are pertinent to the Con 's performance for a minimum period of two years, or such longer " time as may be set forth in any addendums to this Agreement. 10.5. Disputes. This Agreement shall be governed by the internal laws of the State of Washington, without reference to conflict of laws principals= Venue for any civil action relating to this Agreement shall be in state and federal courts located is Yakima County, Washington. 10.6. Waiver. The SunComm Division tions' approval or acceptance of, or payment for;, Services shall not be construed a waiver of any rights benefits to be provided under this Agreement No covenant or tcnn of this Agreement shall be decined to be waived by any Party except in writing signed y a person authori7ed by that Party, and any waiver of a right t be construed to be a waiver of any other right or to be a continuing waiver. 10.7. Non -Appropriation. The financial obligations of the SunComm Division Operations as set forth herein beyond the current fis l year is contingent upon that Party's legislativebody's annual appropriation of funds. Nothing herein shall create a multiple year al obligatiom 10.5. Force Majeure. No Party shall be liable for any delayin or failure of performance of any obligation hereunder, nor shall any delayorfailurc constitute default or give rise to any liability for damages if, and only to the extent that, such delay or failure is caused by an act of God, act of the public enemy, usually severe wether, fire, flood, epidemic, quarantine, strike, r dispute or freight embargo, or similar event outside the reasonable control of the non-perfbiming Party, but only to the extent such event was not the result of, or was not aggravated by, the acts or ornissions, of the non-performing Party. 10.9. Severability. if any term or condition of this Agreement is held to be invalid or able, then the or tion y be modified or by court to render it enforceable to themaximum extentPermitted; if modification or amendment is not practicable., then the term or condition shall be severedfrom this Agreement with no effect upon the remaining terms and conditionsof this Agrecinent. 10.10. Third -Party Beneficiaries. The enforcement'of this Agrement, and all rights of action relating thereto shall be strictly reserved to the Parties. Nothing contained in this Agreement ;shall give or allow any claims or rights of action whatsoever by any other third person or entity. 10.11. Conflict of Interest. The Contractor shall not offer or provide (and represents that it has not offered orprovided) anything of benefitto any the SunCommiDivision, Operations official or employee, or to any official or employee of any local government located in the SunComm DivisionOperations' jurisdiction, that would place the official or employee in a position of violating the public trust. 10.12. Survival of Terms and Condition& Notwithstanding anything herein to the. contrary, the Parties understand and agree that the provisions of this Agreement that require continued performance, compliance, or effect beyond the'termination date of the"Agreement shall survive such termination shrill be enforceable in the event of a failure to perform or comply. 10.13. Liens and Encumbrances. The Contractor shall not have any right or interest in any of the SunComin Division Operations' assets, nor any claim or lien wvith respect thereto, wising out of this Agreement or the performance of the Services: 10.14. Open Record& The Parties acknowledge that certain material provided or produced der_ this Agreenient may be subject to Public .eco Request Page 6 of 10 100 "1 MR111"i I'mm" W-00 0"1 11914' IN [signature page follows] Page 7 of 10 QA TEAM ON DEMAND SEmcEs AGREEMENT EXUIR[T A RENEWAL PDF ATTACHED FOR TEAM ON DENLCND Page 9 of 10 ' QApmAw=voN Damm SERvm AGREEmEw' ' EK=ff B' - CO=aaCu Lf to the City of Yakima, WA City o Yalcitna, WA Attn: Brad Coughenour With a copy to: City Clerk, City of Yakima 129 X 2nd St Yakima, WA 98901 (509) 575-6000 10288 W. Chatfield Ave. Suite 306 Littleton, CO 80127 ' � - � � ' . . � - ~ � ' ' ' � . . � / ' - ` . ' ~ .. - ' ^ ' Page -___-__ '. The Parties executing this Agreement to signify their acceptance of all the terms and conditions stated above, to be effective as of the Effective late, regardless of the date of actual sight City of Yakima, for SunComm Division. Moetivations, Inc By; v ................:........,.w,. . . ........ . ......... ...... .... .., Name. li Gore e: aureen Dieclanann Title: City ManagerTitle- CEO Date: ...Date: ,. .............. ,................. .. �.. ., ...... . .............o CITY CONTRACT NO,,L I 2-0 RESOLUTION NO: