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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: June 23, 2026 Title: City Website
Submitted by: Deborah Sweet, Community Department: Community Engagement
Engagement Manager, Jason Boes, IT Director
Brief Summary:
To meet upcoming accessibility requirements and modernize the city's website, staff recommends
GovStack as the best-value solution for the city's website redesign and content management system
replacement.
Detailed Summary & Background:
The city's current website design was launched in 2021 and has served residents and staff well. Since
that time, resident expectations, accessibility requirements, and the city's digital service needs have
continued to evolve. Our website had over half a million-page views from January to May 2026. Staff
believes now is the appropriate time to modernize the website to improve usability, ensure
compliance with upcoming accessibility standards, and better integrate the tools and services
residents rely on every day.
A primary driver for this project is compliance with Web Content Accessibility Guidelines (WCAG)
Version 2.1, Level AA accessibility standards. Local governments serving populations under 50,000
must meet these requirements by the extended April 26, 2028 (jpreviously April 26, 2027). Areview of
the city's website identified accessibility deficiencies that will require significant improvements to
achieve compliance. Some examples that we are lacking and need to update include color
contrast, keyboard navigation, alternative text, clear label, descriptive links, consistent navigation,
headlines and page structure, search suggestions and autocomplete, ability to zoom, responsive
design, and voice control compatibility.
In addition to accessibility, staff identified the need for a modern, mobile-friendly website that
provides improved navigation, online forms and payments, calendars, news and meeting
information, enhanced search capabilities, video and media integration, and seamless connections
to existing city systems such as CivicPlus, CivicRec, SeeClickFix, BSA Online, GIS, Zencity, Municode,
and other tools.
The Community Engagement and Information Technology teams met with departments across the
organization to identify operational needs and evaluate potential website solutions. Although the
total project cost exceeds $25,000, staff determined that this procurement did not require a formal
competitive bidding process because it involves a specialized professional service and software
platform evaluation. Consistent with the intent of the City's Purchasing Policy, staff obtained and
evaluated multiple proposals to ensure competition and best value. The attached evaluation matrix
compares four options: Envigor (current vendor), CivicPlus, GovStack (staff recommendation), and
an in-house solution.
While cost was an important consideration, staff evaluated proposals based on overall value,
functionality, accessibility tools, integrations, implementation support, and long-term sustainability.
The lowest-cost proposal did not fully meet several of the city's identified requirements. Staff
determined that selecting a solution based solely on price could result in additional costs, staff time,
or future system limitations.
Based on the evaluation process, staff believes GovStack provides the best overall value and is the
solution most capable of meeting the city's current and future needs. Reference checks with peer
communities, including the City of Grand Rapids, Medicine Hat and Medicine Hat Parks &
Recreation, City of College Station, and other municipalities currently using the platform, were
overwhelmingly positive. Staff recommends GovStack as the preferred vendor for the city's website
redesign. The first-year payment is higher than future years at $56,006, which is budgeted in the
following line items:
e ADA Fund 101-901-801-09116: $50,000
e Public Relations 101-103-801: $4,706
e Farmers Market 252-808-801 : $1,300
The following years, the cost is $21,446 plus annual increases as outlined in the contract.
Project Timeline:
Target Launch: January 1, 2028
Final Deadline for ADA Compliance: April 26, 2028
e August-October 2026: Project kickoff, stakeholder meetings, website mapping, content audit,
and project planning.
e November 2026—June 2027: Website development, content migration, CivicPlus records
migration complete, QR code and short-link updates, and integration testing.
e July-August 2027: Department and senior staff review, content revisions, ADA compliance
review, and staff training.
e September-December 2027: Internal soft launch and testing by staff and City Commission to
identify issues, refine content, and validate functionality. Communications staff prepare public
launch materials.
e November-December 2027: Extended review period recognizing holiday schedules and
reduced staff availability.
e January 1, 2028: Planned public website launch.
e January-March 2028: Contingency period for post-launch refinements, ADA remediation, and
unforeseenissues prior to the April 26, 2028 deadline.
Staff GovStack Highlights: New website navigation and menu mapping based on current website
page views, three-click promise to get to pages, bringing all city sites (city, Farmers Market,
Kitchen242, Western Market, Trinity Health Arena, and Hartshorn Marina) all under one tool, chatbot
and site search, internal approval processes, and 24/7 support.
Goal/Action Item:
2027 Goal 3: Community Connection
Is this a repeat item?:
Explain what change has been made fo justify bringing it back to Commission:
Amount Requested: Budgeted Item:
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
WwW by GHD Digital
Transform the way
you serve and connect
with your community
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
oovstack’ wt
Digital Solution
ww by GHD Digital
A scalable platform
that puts the control
into your hands
Public sector organizations need to keep pace with the demands of their
residents for online information and service delivery, especially in the face of
rapid community growth. They also need to provide up-to-date information,
but don’t always have the technical resources to do this.
> Transform for good.
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
oovsTack’
Digital Solution
2025
wd by GHD Digital
Introducing Govstack®,
a platform built for the
public sector.
Govstack is a modular and scalable digital platform that enables
you to engage, inform, serve, and connect with your community
online, while cutting down on the cost and resources necessary
to do so.
Govstack® products ->
Govstack® Content Management System (CMS), a robust Govstack® Forms, a customizable forms integration that cuts
website CMS that puts you in control of the way your content is your operating costs by digitally collecting feedback, and
presented. allowing your residents to transact business online.
Govstack® Events, an interactive tool to easily manage your Govstack® Citizen Portal, a personalized, citizen engagement
events both paid and free. Create multiple calendars, aggregate portal that provides quick access to key information and
them for a single master view, plan and publish in collaboration services tailored to the unique needs of your residents,
with other departments. wherever and whenever they need it.
Govstack®
Govstack® Govstack® Govstack® Govstack®
CMS Forms Events Citizen Portal
Provide personalized access
Website content Conveniently deliver your Create community
to your services
management made easy municipal services interactions
Learn more Learn more Learn more Learn more
Govstack Terms and Conditions v.5 (5.24.25) Govstack.com
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
Digital Solution
govsTack’ by GHD Digital
“
Tailored to meet your
unique needs
Es Powerful flexible intuitive Content Management System
o+ Self-serve CMS with low code / no code site builder
- Create subsites, landing pages, control CSS and brand
‘4% Easy to update and publish content with workflows and
rollbacks
Powerful and flexible forms
=O
G Timely updates, Notification and Alerts system
Ca Secure, reliable and accessible WCAG 2.1 Level AA
Why Govstack®?
@ Grow as you go
Evolve with the needs of your community and your
organization
® Power with one password
Increase efficiency and centralize your systems ona
single platform to deliver city services to your residents
through secure, single sign-on (SSO) access.
® Increase transparency and improve trust
Provide your residents with timely information,
automated email notifications and feedback forms to
enhance trust and foster connection.
® Reduce your inquiry cost methods
We understand the pressures and expectations for
Council to provide faster, easier, and cost-effective
services to the public. And we also recognize the labor
shortages that challenge the public sector. That's why
we made Govstack, value-driven platform that helps you
optimize your workforce and reduce costs, while meeting
the online service expectations of your community.
Govstack.com
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
Digital Solution
govstack’ by GHD Digital
2025
Figure 1.2 - Govstack template
Features of the platform
General DISCOVER
> Subsites
> Multilingual support
> Accessibility
+ Responsive on all devices
CMS
Website themes
Website advanced search
a
Upcoming calendar events feed
a
i
Events calendar
i
Recent news
News listing page
i
News article detail page
i
Contact Directory
Alert banners & pop-ups
Embedded social media feeds
An en
News subscriptions
Forms
CMS Back Office (Admin view)
CMS access with single sign-on
i. i
Site builder
Preview mode editable across multiple device screens
Calendar events widget
a
i
News widget
i
News article
News subscriptions
a
Alerts
Contact Directory management
Landing pages
a
Search engine optimization (SEO)
A
Govstack Terms and Conditions v.5 (5.24.25)
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
govstack’ by GHD Digital
Part4 PRODUCTS & SERVICES
Products & Services
Name Billing Quantity Unit Price Total
Frequency
Govstack CMS Standard - One-Time $28,237.00 $28,237.00
Implementation
Govstack CMS Standard - Annually $7,447.00 $7,447.00 / year
Subscription / year
Govstack Services ~ Sitemap One-Time $4,786.00 $4,786.00
Development
Govstack CMS - Media Manager - Annually $1,431.00 $1,431.00 / year
Subscription / year
Govstack CMS ~ Design Node - Annually $3,339.00 $3,339.00 / year
Subscription / year
Govstack CMS - IdP/AD Integration Annually $1,516.00 $1,516.00 / year
- Subscription / year
Govstack CMS - IdP/AD Integration One-Time $1,537.00 $1,537.00
- Implementation
Partner - Cludo - Al Chat & Al Annually $1,272.00 $1,272.00 / year
Summaries Add-On - New Cludo / year
Customers
Partner ~ Cludo - Site Search - New Annually $5,141.00 $5,141.00 / year
Cludo Customers (28,001 to / year
150,00@ Population)
10 Govstack CMS - Subsite - One-Time $0.00 $0.00
Implementation
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF 3CB2D5C0A3
Name Billing Quantity Unit Price Total
Frequency
it Govstack CMS ~ Subsite - Annually 1 $1,300.00 $1,300.00 / year
Subscription / year
12 200 Page Content Migration One-Time 1 $0.00 $0.00
Annual subtotal $21,446.00
One-time subtotal $34,560.00
Total $56,006.00
Customer: City of Muskegon, Michigan
Contact: Deborah Santiago-Sweet, Community Engagement Manager, [email protected], 231-
124-6724
Address: 933 Terrace Street , Muskegon Michigan, United States 49440
License Term: 36 months
Payment Terms: Net 30 days, USD*Applicable taxes and annual increase the greater of 5% and Inflationary Index
not included
Quote Expiry Date: July 31, 2026
Additional Terms:
DSA Item #28 - Choice State of Law
Update Choice State of Law to reflect Michigan rather than California.
Delay Invoice - Per Custom Milestone Schedule
Delay invoice until new fiscal year (starts July 1, 2026). No payment is required until July 31, 2026.
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
Questions? Contact me
Isaac Walker
Account Executive
[email protected]
+15193403822
Statement of Work
1. This service provides an implementation of a new Govstack Standard website (CMS, Events, Forms), including setup,
branding, content migration for a defined scope, and training.
Includes: Setup and Configuration, Project Management, sample sitemap, training materials, go live activities.
2. Govstack Standard Platform:
o Maximum of 5@ MAU (Monthly Active Users)
© Seamless Integration capability
© Development Professional Services available
-Restrictions may apply to compatible add-ons with this subscription tier.
CMS:
o Website Theme
° Content Management
© Site Builder
° Google Search
~ 3rd party fees apply
o News & Subscriptions
°o Accessible WCAG 2.1 Level AA
Govstack Enterprise Hosting:
~Govstack is hosted in Microsoft Azure with Geographic Zones
~Azure SQL Database
-Disaster Recovery
~High Availability Infrastructure
-Resource scaling
-Microsoft Defender for Cloud
-Traffic Management and DDoS Protection with Azure Front Door
~GHD issued SSL/TLS certificates Included through Azure Managed Certificates
~All products use GHD managed certificates with 256-bit encryption. GHD does not support customer issued
certificates.
-Hosting Infrastructure Certifications: ISO 27001 and PCI-DSS
Events:
° 2 Calendars
° Available Views: Events, Council, and Tourism
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5CO0A3
o Public Submission with approvals
© Event email notifications
Forms:
°o 5@ Forms
© 20,800 submissions (total per year)
~ Reports
~Workflow Automation
~ Status Tracking
Basic Support Includes:
-Up to two (2) authorized support contacts.
-Access to Knowledge Base online and ticket portal: https://support.govstack.com/
-24/7 Emergency Phone Support for Priority 1 Incidents after hours
Upgrade to Premium Support for: 6 support contacts, live phone support, priority incident escalation and
resolution, dedicated Account Manager & more.
3. Govstack Services
o Sitemap Development:
This service provides expert information architecture services to design an effective and user-friendly
sitemap for your website. GHD's experienced information Architect will create an initial draft sitemap based
on a comprehensive review of your website analytics, your existing website structure, and established best
practices in website navigation and user experience (UX). This process ensures that your website is organized
logically, making it easy for users to find the information they need.
Scope:
Analytics Review: Analysis of your website analytics data to understand user behavior, popular content, and
potential navigation pain points.
Existing Website Review: Examination of your current website structure and content organization.
Navigation and UX Best Practices: Application of industry-leading best practices in website navigation,
information hierarchy, labeling, and overall user experience to inform the sitemap design.
First Draft Sitemap Creation: Development of an initial draft sitemap outlining the proposed structure and
organization of your website content.
Staff Presentation: One (i) virtual presentation to your staff to present the draft sitemap, including an
overview of the key principles of effective website navigation and user experience that underpin the
proposed structure.
Sitemap Revisions: Collaboration with you to refine the draft sitemap. GHD's Information Architect will work
through your feedback and implement revisions, with up to three (3) rounds of revisions included to reach a
final, approved sitemap.
4. Govstack CMS Media Manager Add-on:
This service provides the implementation and configuration of the Media Manager add-on for the Govstack CMS,
enabling enhanced control and organization of media files (documents, images, videos, etc.).
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
Scope:
Installation and configuration of the Media Manager add-on within the client's Govstack CMS environment.
Configuration of custom meta information fields for media files, allowing for detailed descriptions and
categorization.
Setup of media file categories for improved organization and discoverability.
Implementation of media listings, providing easy access to important files and information on designated website
pages.
Exclusions:
Migration of existing media files or metadata.
Custom development or modification of the Media Manager add-on beyond the standard configuration.
Integration with external media storage or management systems.
Content creation or editing of media files.
Deliverables:
Installed and configured Media Manager add-on within the Govstack CMS.
Configured custom meta information fields and media file categories.
Implementation of media listings on designated website pages.
Assumptions:
The client has an existing Govstack CMS environment.
The client will provide information on desired meta information fields and media file categories.
The client will designate the pages where media listings should be implemented.
Note: This service focuses on the setup and configuration of the Media Manager add-on, empowering the client to
better organize and manage their website's media files.
5. Govstack Design Node:
This service provides access to the Govstack Design Node, a powerful tool for advanced customization of your
website's look and feel.
Scope:
Activation and configuration of the Govstack Design Node within your Govstack CMS environment.
Access to advanced options for configuring website layout, including header and footer structures.
Ability to create and manage multiple color options for website content, ensuring brand consistency and visual
appeal.
Functionality to create distinct visual styles for specific sections or pages of your website.
An easy-to-use interface for writing and implementing custom CSS and JavaScript code.
Exclusions:
Custom design or development services beyond the features provided by the Design Node.
Content creation or editing.
Integration with external design tools or platforms.
Training on advanced CSS or JavaScript coding.
Deliverables:
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF 3CB2D5C0A3
Activated and configured Govstack Design Node within your CMS environment.
Access to all Design Node features as outlined in the scope.
Assumptions:
The client has an existing Govstack CMS environment.
The client has basic understanding of website design principles.
The client understands the capabilities and limitations of the Design Node.
Note: The Govstack Design Node empowers power users to customize their website's appearance through
advanced configuration and coding options.
6. This service enables Govstack to integrate with your organization's existing Identity Provider (IdP) so users can sign
in using their current enterprise credentials (Single Sign-On).
Govstack includes a built-in identity provider based Azure AD B2C that can be used out of the box. This
implementation is required only if your organization prefers to authenticate users through its own identity system
instead.
Supported identity providers include Microsoft Entra ID (formerly Azure Active Directory), Okta, and other SAML
2.8 or OpenID Connect-based solutions. By using your own IdP, authentication and security policies (such as MFA
and password rules) remain fully managed by your organization, while Govstack securely relies on that system for
user sign-in.
This service is applicable if:
- Your organization wants users to log in with existing corporate or municipal credentials
- You require Single Sign-On (SSO) with your enterprise identity system
- Your IT team manages authentication, MFA, and access policies centrally
Not applicable if:
- You are using Govstack’s built-in identity provider for user authentication
7. Govstack AD/IdP Implementation:
This service provides the integration of your organization's existing Identity Provider (\dP), such as Active Directory
(AD), OpenID Connect, or SAML 2.8-based solutions with the Govstack Platform for user authentication. This allows
your users to leverage their existing credentials to securely access Govstack applications.
Scope:
Integration Planning: Collaborative planning session to understand your existing IdP or AD infrastructure and gather
necessary configuration details.
OpenID IdP Integration: Configuration of the Govstack Platform to authenticate users against your OpenID Connect
compliant Identity Provider. This includes establishing trust relationships and configuring redirect URIs.
Active Directory Integration: Configuration of the Govstack Platform to authenticate users against your on-premises
or Azure Active Directory instance. This typically involves setting up secure communication channels and
configuring directory synchronization (if required).
SAML 2.0 Integration: Configuration of the Govstack Platform to authenticate users via a SAML 2.0-compliant
Identity Provider. This includes exchanging metadata, establishing trust, and configuring assertion consumer service
(ACS) URLs and attributes.
Testing and Validation: Thorough testing of the authentication flow to ensure users can successfully log in to
Govstack using their IdP or AD credentials.
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
Basic User Provisioning Guidance: Guidance on how user accounts are provisioned and managed within the
Govstack Platform in conjunction with your integrated IdP or AD.
Exclusions:
Complex user provisioning scenarios or custom synchronization rules beyond basic integration.
Multi-factor authentication (MFA) configuration within your IdP or AD (Govstack will leverage existing MFA
configurations).
Custom development or scripting for IdP/AD integration.
Troubleshooting issues originating from the customer's IdP or AD environment.
On-site implementation or support (all work is performed remotely).
Deliverables:
A configured Govstack Platform that authenticates users against your specified OpenID IdP, SAML 2.@, or Active
Directory.
Documentation outlining the integration configuration.
Assumptions:
Your organization has a functioning OpenID Connect compliant Identity Provide, Active Directory, or SAML 2.0
environment.
You have the necessary administrative privileges and access to configure your IdP or AD and the Govstack
Platform.
Your IdP or AD is reachable and can communicate with the Govstack Platform over the internet (if applicable).
Note: This service streamlines user access to the Govstack Platform by integrating with your existing identity
management system, enhancing security and user convenience. Please ensure your IdP utilizes the OpenID
Connect protocol if it is not Active Directory.
8. Cludo is an Al-powered site search solution tailored for government institutions, enabling them to efficiently guide
residents to pertinent information and services.
© Requires Cludo Site Search
° Subject to a 5% increase in price per year
© Third party fees and terms may apply — details at: https://www.cludo.com/terms-and-conditions
9, Cludo is an Al-powered site search solution tailored for government institutions, enabling them to efficiently guide
residents to pertinent information and services. Key features include cross-site search, allowing integration across
multiple domains; customization to align with institutional needs; data masking to protect user privacy; and tools
that promote self-service, thereby reducing phone and email inquiries.
o Requires Cludo Site Search
° Subject to a 5% increase in price per year
© Third party fees and terms may apply — details at: https://www.cludo.com/terms-and~conditions
10, Govstack Subsite
° |mplementation:
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
This service provides the implementation of a Govstack Subsite, a specialized section of your website
focused on a specific theme such as Parks & Recreation, Fire Department, Clerks Office or a special project
or initiative, within your existing Govstack Content Management System (CMS) instance.
Scope:
Setup and Configuration:
© Installation and basic configuration of the Govstack Subsite within your Govstack CMS environment.
Project Management:
© Coordination and management of the implementation process, including communication, timeline
management, and progress tracking.
Exclusions:
o Design or application of distinct theme, logo, or other branding elements
o Content creation and population for the Subsite.
© Integration with third-party systems specific to the Subsite (unless explicitly specified and quoted separately).
© Ongoing support and maintenance of the Govstack CMS or the Subsite (this is typically covered under a
separate support agreement).
© Development of custom features or functionalities beyond the standard Govstack Subsite capabilities.
Deliverables:
© Project management and coordination throughout the implementation process.
© Sample sitemap and site navigation tip sheet.
Assumptions:
© Your organization has an existing and functional Govstack CMS subscription.
° Your organization has Design Node to be able to change theme and design elements.
© The client will manage their own content creation and population for the Subsite.
° Go-live readiness will be determined collaboratively.
ii. Govstack Subsite
© Subscription:
This service provides a subscription to the Govstack Subsite Add-on, allowing you to create and manage a
specialized section of your website focused on a specific theme such as Parks & Recreation, Fire
Department, Clerks Office or a special project or initiative. This subsite is housed within the same Govstack
Content Management System (CMS) instance as your website and inherits some features of the main
website, but allows for some content to have a distinct look and feel from the main website.
Scope:
© Shared CMS Instance: The subsite will be managed within your existing Govstack CMS instance.
o Website Presence: The subsite will feature its own unique (with Design Node access):
° Logo
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
o Header and Footer
Subscription Inclusions:
The subscription fee includes:
© Licensing for the Govstack Subsite functionality.
© Ongoing product updates and security patches for the Subsite functionality.
Exclusions:
°o Development of custom themes or branding.
°o Content creation and population for the subsite.
© Integration with third-party systems specific to the subsite (unless explicitly specified and quoted separately).
© Support for the primary Govstack website (support for the subsite is included).
© Development of more than one subsite under this single add-on subscription.
Assumptions:
© The client has an existing and functional Govstack CMS subscription.
© The client has Design Node access
© The client will provide the content, logo, and branding elements for the subsite.
© Note: This bundle add-on provides a cost-effective way to create a focused online presence for specific
initiatives while leveraging your existing Govstack CMS infrastructure.
12. Migration of website content (up to 200 pages) from an existing site to Govstack, following a provided sitemap and
including image/document transfer. Maintains existing page structure where possible, but does not address pre-
existing broken links, errors, or accessibility issues. Integrations, modules, forms, calendar events, and news items
are excluded unless otherwise agreed upon.
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
oovstTack’
ww by GHD Digital
DIGITAL SOLUTIONS AGREEMENT —>
Parti PURPOSE
Please see quote.
Part 2 ACCEPTANCE CRITERIA
Looks and functions like the selected theme and has been updated based on the logo and brand guidelines provided by
the customer, Is responsive to different screen sizes and orientations. Is developed following the practices and
guidelines outlined by the WCAG 2.1 level AA standard. All included products and AddOns are installed and configured
based on the preferences confirmed by the customer during initiation. Blank pages and navigation based on the
approved sitemap are setup. Training was provided for the CMS and all included products and AddOns. A GoLive Plan
has been provided to the customer.
Part3 DELIVERY SCHEDULE
Schedule will be provided upon approval of this Statement of Work.
Govstack Terms and Conditions v.5 (3.15.23) Govstack.com
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF 3CB2D5C0A3
Digital Solution Agreement ——— 2024
oovstack:
wd by GHD Digital
Part 5 EXCLUSIONS, ASSUMPTIONS, AND ADDITIONAL TERMS
i. Exclusions
>
Content writing, editing, or maintenance by GHD
+>
Sitemap creation or revisions by GHD unless included in quote
+>
User set-up and permission configuration by GHD
+>
Integrations into third-party software not identified in scope
>
Additional products, modules, or features that are not included in the selected Govstack plan,
or as Add Ons under this quote
>
Website clean-up assistance such as adding/editing images, photo galleries, tables, accordions,
and alt text, or fixing broken links, spelling mistakes, or content-related accessibility errors.
2. Assumptions
»
Customer will choose from the library of available Govstack themes, and the website will be
delivered with the standard homepage and interior page layout for that theme.
Customer will use GHD’s Identity Provider for user accounts
Customer will be responsible for ensuring all content is accessible, including uploaded
documents
Delivery will include no more than 10 meetings between customer and GHD [Standard only]
>
Close Out will be within 6 months of Kickoff
+>
if content migration see Schedule A https:/Avww.govstack.com/learning-centre/onboarding/content-migration/
3. Additional terms
DSA Item #20 - Choice State of Law
Update Choice State of Law to reflect Michigan rather than California.
Delay Invoice - Per Custom Milestone Schedule
Delay invoice until new fiscal year (starts July 1, 2026). No payment is required until July 31, 2026.
Govstack Terms and Conditions v.5 (3.15.23) Govstack.com
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF 3CB2D5C0A3
k’ Digital Solution Agreement —— 2024
govsTac
by GHD Digital
Part 6 PAYMENT SCHEDULE
1. Aninvoice will be issued to the Customer by GHD for all Implementation or One-Time fees
per custom Milestone Schedule.
2. Aninvoice will be issued to the Customer by GHD for 1 Year’s Annual fees
July 31, 2026
*DSA does not include applicable taxes.
Part7 | CHANGE REQUESTS
The fees quoted are based on GHD executing the services on a specific, mutually agreed upon,
schedule that allows both GHD and Customer reasonable time to perform their tasks. Any deviation
from the scope or schedule could result in corresponding changes to the estimated price, dates,
responsibilities, or other provisions of the project. Changes that have material impact to any of
the foregoing will be accommodated with a Change Order form or a separate Statement of Work
as deemed appropriate by both parties. GHD will make reasonable efforts to mitigate the costs
associated with the change, with Customer bearing only that portion of costs that cannot be mitigated
or otherwise avoided.
GHD’s our attached Terms and Conditions are applicable to this Digital Solutions Agreement and
incorporated herein by reference. The offer to perform the Statement of Work for the fees quoted
shall expire if not accepted and signed by an authorized representative of Customer on Quote Expiry
Date.
IN WITNESS WHEREOF, GHD and Customer have caused this Agreement to be executed by their
Eee
authorized representatives as of the date of last signature below (“Effective Date’).
l e
Customer GHD digital
S u OTBAZZUUUDBEA4UB...
Ali Carden, PMP | A GHD Principal
Vice President & Global Practice Director,
Products and Platforms
Govstack Terms and Conditions v.5 (3.15.23) Govstack.com
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
oovstack’
Digital Solution Agreement 2025
WW hy GHD Digital
4. Products. (a) GHD Digital (hereinafter “GHD”), subject to this Agreement, shall grant (c) Notwithstanding anything to the contrary in this Agreement, Client authorizes GHD
the Customer as identified in the Digital Solutions Agreement (“DSA”) a limited, non- to compile Aggregated Data, and such Aggregated Data shall be proprietary to GHD.
exclusive license to use or access GHD’s digital solutions (hereinafter the “Product(s)”) “Aggregated Data” means any non-personally identifiable, technical, statistical, or
which are identified and described by the DSA. The DSA shall be governed by these terms analytical data, including Customer Data, gathered, or generated directly by the Product
and conditions, any Third Party Terms, and any documents incorporated by reference (the or by use of the Product, that GHD collects, gathers, and aggregates periodically as part
“Terms”; together with the DSA, the “Agreement’) “GHD” together with Customer, shall be of its ordinary business operations. Aggregated Data may be used by GHD for any reason,
referred individually as a “Party” and jointly as the “Parties”. (b) Customer acknowledges including, on a non-attributed basis to monitor and improve its products and services,
GHD may utilize vendors or third parties to process data or provide Third Party Content for benchmarking purposes of providing additional products and services, or to provide
or additional functionality to Products. “GHD vendors’ as used herein means the third customized services or technologies to its customers. To the extent an assignment of
parties contracted with GHD to provide any portion of the Products subject to these aggregated or de-identified Customer Data is needed to permit GHD to obtain ownership
Terms. “Authorized End Users” shall mean Administrative Users and Public Users. of the right, title, and interest in, to or under, any or all of the aggregated or de-identified
“Administrative Users” shall mean any of Customer's employees, representatives, Customer Data, Client hereby assigns and transfers the right, title, and interest in, to, and
consultants, contractors, or agents who are authorized to use the Product and have been under such aggregated and de-identified Customer Data to GHD. (d) Customer agrees
supplied user identifications and passwords by Customer or on Customer's behalf to use Customer Data stored by GHD will remain within the Customer's country of origin. Third
or otherwise access the Products in the manner permitted by this Agreement. “Public Parties may Process (as defined herein) Customer Data as set forth in the applicable Third
Users” shall mean any individuals not affiliated with Customer, such as members of the Party Terms. To facilitate user login, Customer acknowledges and agrees that limited
public, authorized by Customer to use or otherwise access the Products in the manner encrypted Customer Data consisting of name, username, and/or email address, may
permitted by this Agreement. “Third Party Terms” shall mean any terms and conditions be Processed and stored in Canada, regardless of Customer location. (e) Customer's
of third parties and/or GHD vendors which are applicable to the use or access of the bandwidth and disk usage shall be limited to the service levels set forth in the DSA. Any
Product. exceedance of these levels by Customer shall be subject to additional fees.
2. Proprietary Rights. (a) “IP” means all intellectual property throughout the world, 4. Data Protection, Privacy, and Cookies, (a) Customer agrees that GHD may store
including: copyrights, derivative software and products, graphical user interfaces, some or all Customer Data on systems which may run on a third party cloud storage
screen layouts, trade secrets, trademarks and service marks (including all goodwill), provider, including but not limited to Azure Cloud. (b) For purposes of data privacy and
domain names, social media sites, patents, inventions, modifications, improvements, protection laws, GHD is the data processor and Customer is the data controller of
customizations, bug fixes, upgrades, designs, logos and trade dress, moral rights, publicity Customer Data and Authorized End Users’ information. Customer represents and warrants
rights, and privacy rights. “Intellectual Property Rights” means all rights in the IP whether that it has complied and will comply with all applicable local, state, national, and foreign
existing under statute or at common law or equity, now or hereafter recognized and laws related to data privacy and the transmission of technical or personal data, including
any application or right to apply for any of the rights referred to herein and all renewals, personally identifiable information, and has obtained and/or owns all rights, permissions,
extensions, and restorations of the foregoing. (b) Each Party shall retain ownership of and consents necessary in the Customer Data and Authorized End Users’ information
their IP and Intellectual Property Rights existing as of the Effective Date, developed or necessary to meet all purposes and relevant obligations set forth herein. Customer is
acquired independently of this Agreement, or created during the term of this Agreement, responsible for providing privacy notices in relation to data privacy and protection laws
and nothing in this Agreement shall assign any ownership thereof to the other Party. (c) to Authorized End Users. (c) If GHD receives, has possession or custody of, access to,
Customer retains all ownership of any IP owned by Customer prior to the date of this or control over, any Customer Data which includes Personal Information then GHD will
Agreement or created by Customer during the term of this Agreement. (d) Customer comply with all applicable laws and regulations in connection with its receipt, use, handling,
acknowledges that, unless otherwise specified in this Agreement or the Product, all IP in Processing, access to and storage of Personal Information. “Personal Information” means
the Products other than the IP provided by Customer is the property of GHD and that information Customer (directly or indirectly, including through another party) shares with,
all, GHD domains, designs, templates, formats, pricing, documentation, manuals, software discloses to, allows, or provides access to GHD, that identifies, relates to, describes, is
listings, source code, or object code relating to the Products may constitute trade secret, capable of being associated with, or could reasonably be linked, directly or indirectly, with
proprietary and/or confidential information of GHD. Any IP such as information, text, a particular individual or household, or as Personal Information may otherwise be defined
graphics, data, links, or other materials appearing in the Product (“Third Party Content”) by law. “Processed” or “Processing” means any operation or set of operations that are
which is not owned by GHD or Client is subject to Third Party Terms. GHD grants to performed on data or on sets of data, whether or not by automated means. (d) The Product
Customer and Authorized End Users a nonexclusive, non-assignable, nontransferable, non- may include cookies on services and use them to recognize user when returning to the
sublicensable, revocable license to use and access the Products, pursuant to the terms of Product. Authorized End Users may set their browser so that it does not accept cookies.
this Agreement and the End User License Agreement, as applicable. (e) Unless authorized Cookies must be enabled on the Authorized End User’s web browser, however, if user
by this Agreement, Customer shall not (i) license, grant, sell, resell, transfer, assign, wishes to access certain personalized features of the Product. (e) GHD’s relevant policies,
distribute or otherwise commercially exploit or make available the Products in any way to which are hereby incorporated into this Agreement, are located at:
any third party, other than an Authorized End User; (ii) modify or make derivative works
based upon the Products, disassemble, reverse compile, or reverse engineer any part of Privacy Policy: https://www.ghd.com/en/privacy-policy.aspx
the Products; or (iii) create Internet ‘links” to the Products or “frame” or “mirror” any part of Personal Information Processing Addendum:
the Products, including any content contained in the Products. (f) Customer's exposure to https://www.ghd.com/en/resources/trustcenter/PersonallnformationProce
ssingAddendum_i_0.pdf
the Products may result in Customer developing or suggesting IP or other improvements
or changes related to the Products (“Feedback”). Customer grants to GHD a worldwide,
perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and
(f) Customer shall be responsible to comply with all applicable laws in regard to information
incorporate into its services any suggestion, enhancement request, recommendation,
collected by Customer from Authorized End Users through the use of a Customer created
correction, or other Feedback provided by Customer or Authorized End Users relating
form within the Product.
to the operation of the Products. (g) With Customer's prior written consent, GHD may
use Customer's name, logo, and/or trademark in connection with certain promotional 5. Data Retention. (a) The Products are not intended to be a data retention tool.
materials, including brochures, websites, press releases, advertising, and other materials Customer shall be responsible for compliance with any applicable data retention laws and
promoting the Products, which GHD may disseminate to the public. Customer may shall maintain independent archives of data which is required to be retained by such laws.
withdraw authorization for such use at any time by providing thirty (30) days written notice (b) During the term of this Agreement, GHD shall retain Customer Data within the Product
as provided in Section 23 below. for a minimum of one (4) year, except for Customer Datain the Events module, which shall
be retained for a minimum of three (3) years. Following the expiration or termination of this
3. Data Use. (a) As between the Parties, Customer owns all right, title, and interest,
Agreement, GHD shall not be required retain Customer Data and GHD shall remove such
including all Intellectual Property Rights, in and to Customer Data. “Customer Data” shall
Customer Data from GHD systems within a reasonable period of time. Prior to the removal
mean Customer information, data, and other content, in any form or medium, that is
of Customer Data from GHD systems, Customer may, for an agreed upon fee, elect to
submitted, posted, or otherwise transmitted by or on behalf of a Customer or Authorized
download such Customer Datain a mutually agreed format or extend the data retention.
End Users. Customer shall be responsible for, and GHD may rely upon, the accuracy
Notwithstanding the foregoing, data retention shall be extended as required by applicable
and completeness of all requirements, programs, instructions, reports, data, and other
laws. (c) A data destruction certificate certifying Customer Data (not including Aggregated
information furnished by Customer to GHD pursuant to this Agreement. As necessary
Statistics) has been destroyed from GHD hardware and software shall be provided at the
to provide Product to Customer, Customer grants to GHD a non-exclusive, royaltyfree,
Customer's written request at a cost of five hundred ($50@) dollars, in the currency set
perpetual, irrevocable, worldwide license to access, revise, reproduce, distribute, host,
forth in the DSA. (a) GHD maintains a daily backup of its systems for thirty (30) days. In
store, manage, process, display, and otherwise use Customer Data and perform all acts
certain circumstances, it may be possible to restore data that has been inadvertently
with respect to Customer Data, as necessary to provide the Products to Customer, prevent
deleted by Customer. A request to restore data can be made to Customer support. Fees
or address Customer's technical problems with the Products, and meet all other purposes
may be applied to restore deleted content. (e) Provided GHD retains Customer Data for
for Customer set forth herein. GHD shall have no obligation to validate any content of the
the agreed upon duration, GHD shall have no liability arising from a failure to maintain
Customer Data for content, correctness, usability, or for any other purpose. Customer
Customer Data.
shall comply with any reasonable demand by GHD to correct, discontinue, or remedy any
violation of applicable laws or regulations pertaining to the Customer Data. (b) Customer 6. Data Security. GHD will maintain industry standard administrative, technical, and
agrees that GHD may use Customer Data to add insight, analytics, and data science to physical safeguards, including but not limited to PCI DSS and ISO 27001 compliance, to
the Products and/or to provide or suggest additional solutions and services to Customer. protect the security and privacy of Customer Data, in use, in transit, and at rest. These
Govstack Terms and Conditions v.8 (11.26.25) Govstack.com
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
Digital Solution Agreement —— 2025
govstackTM
by GHD Digital
safeguards include, but are not limited to, implementation of adequate privacy and describes the scope of the changes, the timing for the performance of any Services,
security policies and data breach response plans that comply with industry standards and and any fees resulting from the changes is executed by authorized representatives of
the requirements of applicable laws and the regulatory agencies responsible for enforcing both parties ("Change Order”). Upon execution, a Change Order will become part of this
them. If either Party becomes aware of any unauthorized access to or breach of the Agreement.
Products which includes Customer Data (“Security Incident”), such Party will promptly
10. Customizations & Integrations are defined as the process of creating software
notify the other in writing of the Security Incident and include the following information:
applications, integrating third-party systems, Website custom theme design, implementing
(i) the nature of the Personal Information compromised and how the Security Incident
custom modifications to Products, or extending Products to meet a specific Customer's
occurred; (ji) the timing of the Security Incident; (iii) the steps taken by the impacted Party
requirements. A one-time professional service fee for this work will be outlined in the
to resolve the Security Incident; and (iv) the measures to be undertaken and implemented
DSA. A one-time professional service fee for this work will be outlined in the DSA. The
to prevent a reoccurrence of the Security Incident. In the event of a Security Incident,
annual fee includes licensing and hosting only, maintenance and upgrades will be billed
GHD reserves the right to shut down the Product(s) to protect the Parties with reasonable
ona time-and materials basis and quoted using commercially reasonable efforts. (i) GHD
notice to Customer and with no liability to GHD for these or other remedial actions.
may provide services or Product customization (“Deliverables”) as set forth in the DSA.
7. Termand Payment. (a) The term of the license granted to Customer shall be set forth (ii) If the DSA provides Deliverables for evaluation or test purposes (e.g., demo, test. or
in the DSA and shall continue until the Agreement is terminated or expires pursuant to trial-versions), the Customer's use such version is limited to (a) internal evaluation or test
Section 15. Unless otherwise provided for in the DSA, upon expiration of the initial term, purposes by Customer and, (b) the time period specified by GHD during implementation
the term will continue with automatic renewals for additional one (1) year terms, unless planning ("User Acceptance Testing” or “UAT”). UAT plans will include tests of all major
written notice of cancellationis delivered by one Party to the other thirty (30) days prior functions, processes, and interfacing systems. Use of the Deliverables under this
to the expiration date. GHD reserves the right to update these Terms at the expiration of section may be subject to functional restrictions, and any use is at the Customer's own
each term. (b) Beginning on the first-year anniversary of the Effective Date and on each risk. GHD disclaims all liability arising from use of the Deliverables during UAT. (c) Unless
succeeding anniversary of the Effective Date during the term of this agreement, and for otherwise specified, Customer shall inspect Deliverables and conduct an acceptance
each renewal term, GHD shall be entitled to include a price increase of 5% to align with during the Acceptance Period defined by GHD (“Acceptance Period”). Customer shall
inflation as described in the Consumer Price Index in Canada (https://www.statcan.gc.ca/ review and inspect the Deliverables and shall either (i) Provide written acceptance, or (ii)
en/start ) and the Federal Bureau of Labor Statistics in the US (https://www.bls.gov/). GHD Notify GHD of any non-conformities (“Deficlencies”). GHD will respond within thirty (30)
will provide reasonable notice to Customer of price increases and any update in the Terms. business days and extend the Acceptance Period if necessary. Failure to provide notice
Continued use the Product beyond the expiration date shall be considered acceptance of acceptance or rejection constitutes acceptance by Customer. Upon acceptance,
of the Terms. (c) GHD shall invoice Customer on a periodic basis for the applicable fees GHD will issue an invoice will be issued for any annual or unpaid one-time implementation
as set forth in the DSA. Customer agrees to pay such invoices within thirty (30) calendar fees specified in the DSA. In the event the Customer finds the Deliverables do not
days after the date of the applicable invoice. Unpaid invoices will be subject to a charge of conform to the DSA, within ninety (90) business days following acceptance, GHD will
one (1.0%) percent per month on any outstanding balance. (d) GHD shall provide Customer take commercially reasonable steps to remedy the Deliverables. Beyond this period, any
with notice of the unpaid invoices and if payment has not been made by Customer within further remediation will be billed on a time-and-material basis via a Change Order. Support
thirty (30) days of such notice, GHD reserves the right without liability to suspend the requests can be submitted through your GHD contact or our Support team. Our Support
Products or Customer's access to the Products. (e) In addition to the rates or charges team cannot provide support under our Product SLA for Customizations and Integrations,
for the Products specified in the DSA, Customer shall pay all local, federal, and state/ including but not limited to change of specifications, endpoints, security requirements,
provincial sales tax, goods and services tax, value added tax, and other taxes applicable to accessibility requirements, software deprecation, changes to third-party environments.
the provision of the Products. GHD shall retain all IP and Intellectual Property Rights created by GHD under this
Customization & Integration provision. Limitation of Use: i) Any UAT, test environments or
8, Customer Responsibilities. (a) Customer shall license all third party software and assets will not be used for Productive Use. “Productive Use” means an environment used
obtain all hardware, at Customer's sole expense, that may be needed for Customer to for Customer's business purposes rather than testing. All major upgrades, modifications,
operate the Products. (b) Customer shall abide by all laws, regulations, and ordinances and new systems must be tested by the appropriate users prior to production deployment
applicable to the use of the Product, and the terms of this Agreement. Customer assumes (‘Production’). ii) for Function Triggers: up to 100,000 request per calendar month per
responsibility for all acts or omissions of its Authorized End Users and agrees to indemnify application, not to exceed 200,000 requests across all applications per calendar month,
and hold GHD harmless from any claim howsoever arising from the acts or omissions of ili) API (Application Programing Interface) Calls: up to 250,000 calls per calendar month
its Authorized End Users. (c) Customer shall comply with any demand by GHD to correct, per application, not to exceed 600,000 API calls across all applications per calendar
discontinue, or remedy any violation of applicable laws, or regulations, pertaining to month, iv) for Web Requests: up to 500,000 per calendar month per application, 1,000,000
Customer Data or any other content collected or used by the Products. (d) Customer web requests across all applications per calendar month, v) Application: Limited to 10
may subscribe and consent to receive outage notifications, release notes, and/or other applications per customer. “Application” is defined as code required to execute to fulfill
marketing material from GHD. Failure to subscribe may result in Customer not receiving to deliver the solution, where a Customer may have multiple applications to provide
information relevant to their use of the Product. (e) Unless the Customer utilizes Single the Deliverable. It's estimated that each customer will average 2 applications. “Function
Sign On (“SSO”) where Customer manages their own active directory, Customer will Trigger’ is defined as application code that executes in GHD's environment to complete
promptly provide to GHD a list of names and other requested information to register processing as part of an Application. “API Calls” are defined as requests made to an
each Administrative User to use the Products and shall notify GHD in writing as to any Application Programming Interface to retrieve data or initiate a Function Trigger to run.
changes including termination of the Administrative Users, Each Administrative User will “Web Request” is defined as a request to retrieve a static resource including but not limited
have a unique User ID for his or her access to the Products which cannot be shared nor to JavaScript files, Cascading Style Sheets (CSS) files, images and documents. Rights in
transferred. Customer will adopt and maintain such security precautions for User IDs the Deliverables created by GHD under this Product Customization provision.
to prevent their disclosure to and use by unauthorized persons and will promptly take
steps to remove access for such unauthorized persons and notify GHD if the security or 11, Equipment. GHD will not furnish equipment or materials necessary for the Product
integrity of a User ID or password has been compromised. The number of Administrative to Customer and its Authorized End Users, except as expressly provided in the DSA
Users licensed shall be as set forth in the DSA. Customer may permanently reassign an (‘Equipment’). If Equipment is provided to Customer by GHD, all Equipment is the sole and
Administrative User license from one individual to another individual by (1) notifying GHD exclusive property of GHD. Customer agrees to promptly deliver Equipment, at Customer's
of the Administrative User whose use of the Products is being terminated and (2) the cost and risk of loss, to GHD at the end of the license term or earlier, as requested by GHD.
individual to whom the Administrative User license will be reassigned. Each additional
12, End User Terms. The Customer shall provide a set of terms and conditions applicable
Administrative User may require an additional fee, the amount for which is specified in
to all Authorized End Users and remain responsible for its contents (often referred to as an
the DSA. (f) Customer is responsible for all content sent via notification tool, to ensure
End User License Agreement or Terms of Service/Use, herein referenced as the “EULA’),
notifications sent follow anti-spam legislation and will manage subscribers within local
which shall be incorporated by GHD into the Product. GHD is not liable for the contents
laws. Mass notification functionality will only perform up to the levels noted in section 12.
of the Customer’s EULA. However, Customer is required to include in the EULA provisions
Service Levels. (g) Project kick off meeting must occur within the first 3 months following
which limit risk to Customer and GHD, and which are located at: https://www.ghd.com/
the Effective Date. Project timeline will be provided during Project Kick off meeting. A Agreeme isions 1 0. and
en/resources/trustce d_User_Licensing
delay is defined as any instance where the Customer's inaction or delay in meeting agreed
or available upon request (the “Mandatory Provisions’). Failure to include the Mandatory
deadlines extends any project milestone timeline by more than 15 days beyond the
Provisions in the EULA, or mutually agreement provisions which meet the same intent,
planned schedule. For Customer caused delays, there will be a restart fee representing
is deemed material breach of this Agreement. Customer agrees GHD is harmless for any
30% of implementation fees. In the event that the project timeline is interrupted due to
liability arising under or in connection with the EULA, including but not limited to, failure to
Customer delay, GHD will provide an adjusted project schedule following payment of the
include the Mandatory Provisions.
Restart Fee. Following payment of the Restart Fee, GHD will take commercially reasonable
effort to realign resources, timelines, and priorities. GHD will make all reasonable efforts to 13. Third Party Integrations Fees, Product may be used by Customer in conjunction with
adhere to the timeline and deliverables agreed upon during the kickoff meeting, provided one or more third party services. Customer's use of third-party services in conjunction
that the Customer fulfills their obligations as stipulated in these Terms. GHD shall not be with the Product may be subject to separate fees and Third Party Terms. The functionality
liable for any project delays or missed deadlines resulting from Client's failure to adhere to of third party integrations may be limited by the availability of data sources from third
the agreed timeline, nor shall such delays constitute a breach of these Terms by Company. parties and access to data sources from the third party's vendors. In the event Customer
requests third party services be integrated into the Product, the Services required will be
9. Change Order. Customer may request a modification to the DSA by written request
addressed through a Change Order, which will be subject to a third party integration fee.
to GHD. The requested changes will become effective only when a change order which
Govstack Terms and Conditions v.8 (11.26.25) Govstack.com
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
govstack”
Digital Solution Agreement —— 2025
hy GHD Digital
14. Default. Customer shall be in “Default” if (i) Customer or its Authorized End User or willful misconduct of GHD or based on a claim that the Products infringe on any
breaches any of the terms of this Agreement, (ii) GHD has reasonable grounds to believe patent, copyright, trademark, or other intellectual property right of a third party; provided
that Customer or an Authorized End User is in breach of this Agreement, or (iii) there is however, that GHD shall have no liability or obligation if the claim arises from (i) any
the institution by or against Customer of insolvency, receivership, bankruptcy proceedings alteration or modification to the Products by Customer or any third party not specifically
or upon Customer ceasing to do business. If GHD reasonably believes Customer to be authorized by GHD, (ii) any combination of the Products by Customer with other programs
in Default, GHD shall provide Customer with notice of the nature of such Default. If the or data not furnished by GHD; or (iii) any use of the Products by Customer or its Authorized
Default has not be cured by Customer within thirty (30) days of such notice, GHD shall End Users that is prohibited by the EULA or is otherwise outside the permitted of use for
have the right, at its sole discretion and without notice, to take such remedial actions as it which the Products are intended. (b) Notwithstanding anything to the contrary contained
deems appropriate, including without limitation: (i) suspending or terminating Customer's or implied herein, the GHD Indemnitees (defined below) shall have no liability for any
license to access the Products without liability for any losses or damages arising out of damages, whatsoever relating to the tools, third party software, third party products,
or in connection with such suspension or termination; (ii) restricting, downgrading, or any products or services not developed or provided by GHD. (c) Customer agrees to
suspending, or terminating the subscription of, access to, or current or future use of the indemnify and hold harmless GHD, its parents, subsidiaries, affiliates, officers, directors,
Products; (iii) removing any Customer Data that Customer or its Authorized End User employees, agents, vendors, subcontractors, and any successors or assigns (together the
has submitted, posted, or displayed; (iv) imposing other restrictions on Customer's use “GHD Indemnitees’) from and against any and all losses, damages, liabilities, and expenses
of any features or functions of the Products as GHD may consider appropriate in its sole (including reasonable legal fees, court costs, and costs of investigation) to the extent
discretion; and (v) any other corrective actions or penalties that may be available to GHD caused by (i) any negligence or willful misconduct of Customer, (ii) Customer Data and
in law, equity, or contract. GHD shall be in Default if (i) GHD breaches any of the terms of Customer material infringement of any third party rights, or (ii) any breach by Customer of
this Agreement, or (ii) insolvency, receivership, bankruptcy proceedings initiated by GHD the terms of this Agreement.
or upon GHD ceasing to do business. If GHD is in Default, Customer shall provide GHD
with notice of the nature of such Default. If a Default, other than a breach of the Warranty 18. Limitation of Liability. (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR
obligations in Section 16 of these Terms, has not be cured by GHD within thirty (30) days of ANY DAMAGE CAUSED BY NEGLIGENCE, INCLUDING ERRORS, OMISSIONS, OR
such notice, Customer shall have the right to terminate Customer's license to access the OTHER ACTS; OR FOR ANY DAMAGES BASED IN CONTRACT; OR FOR ANY OTHER
Products without further liability for payment, provided all amounts due GHD prior to the CAUSE OF ACTION OR THEORY OF LIABILITY; THE GHD INDEMNITEES’ LIABILITY
Default have been paid, If a Default is a breach of the Warranty obligations in Section 16 of SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER TO GHD
these Terms and such Default has not been cured by GHD within one hundred twenty days DURING THE TWELVE (12) FULL CALENDAR MONTHS IMMEDIATELY PRECEDING
(120) days of such notice, Customer shall have the right to suspend payment due GHD THE MONTH IN WHICH THE EVENT UPON WHICH LIABILITY IS PREDICATED FOR THE
until such Default is cured. If GHD is unable or unwilling to cure the Default, GHD shall be PRODUCTS PROVIDED BY GHD HEREUNDER. (b) EXCEPT AS EXPRESSLY SET OUT
entitled to terminate this Agreement. HEREIN, THE GHD INDEMNITEES SHALL NOT BE LIABLE TO CUSTOMER, TO ANYONE
CLAIMING BY, THROUGH OR UNDER CUSTOMER, OR TO ANY THIRD PARTY FOR ANY
15, Termination and Suspension. The provision of the Products shall expire as set LIABILITY, EXPENSE, INJURY, CLAIM, PENALTY, FINE, INTEREST, OR CAUSE OF ACTION
forth in the DSA. Unless explicitly permitted by this Agreement, Customer may not WHATSOEVER OR HOWSOEVER ARISING, INCLUDING, WITHOUT LIMITATION, ANY
terminate this Agreement during the term of the license as set forth in the DSA without LOSS OR DAMAGE, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
written authorization from GHD. Upon expiration or earlier termination of this Agreement, PUNITIVE, OR EXEMPLARY, OR FOR LOSS OF PROFIT OR REVENUES, BUSINESS
Customer shall immediately discontinue use of the Product. No expiration, termination, INTERRUPTION, CONTRACT, GOODWILL, OR OTHER BUSINESS OR ECONOMIC LOSS,
or suspension will affect Customer's obligation to pay all fees due pursuant to the DSA. OR FOR LOST OR DAMAGED DATA, THE AVAILABILITY OF DATA, OR DAMAGE TO
Customer shall have no right to a refund of any previously paid fees. Any suspension of NETWORK, COMPUTER, SERVER, OR THE PRODUCTS.
access to the Products resulting from a Default shall not constitute a termination of
the Agreement. Customer's access to the Products shall resume upon Customer no 19, Dispute Resolution. Both Parties agree in good faith to attempt to resolve amicably,
longer being in Default, and upon payment by Customer any costs directly related to the without litigation, any dispute arising out of or relating to this Agreement provided
restoration of access to the Products. GHD shall have the right to terminate this agreement hereunder. The matter may be submitted to the judicial system set forth in Section
as set forth in other provisions of this Agreement. 20, in which event all litigation and collection expenses, witness fees, court costs, and
reasonable legal fees shall be paid to the prevailing Party.
16. Warranty. (a) GHD warrants the functionality of the Product as set forth in the SLA
and that the Product will meet applicable accessibility laws in place during the term of 2@, Choice of Law. If Customer resides in the United States, the laws of the State
this Agreement, except that GHD has no responsibility to monitor or correct any content of California shall govern this Agreement, without reference to conflicts of law rules
provided, generated, or uploaded by Customer. (b) Customer understands that the or principle. If Customer reside in Canada the laws of the Province of Ontario and
Product, or some features thereof, may be temporarily or permanently discontinued, the laws of Canada applicable therein shall govern this Agreement. Both GHD and
changed, upgraded, improved, or limited, with reasonable notification to Customer. If, Customer specifically disclaim the application of the UN Convention on Contracts for
as a result of these changes, the Product is no longer supported by GHD, its vendors, or the International Sale of Goods to the interpretation or enforcement of this Agreement.
third parties, GHD shall have the right to terminate potions of, or the entire Agreement. Customer shall bring any action, suit, or other legal proceeding to enforce, directly or
(c) Customer acknowledges that use of the Products is at Customer's own risk, except as indirectly, this Agreement or any right based upon it exclusively in such courts.
otherwise provided herein. GHD is not responsible for protection or privacy of information
21, Contracting Entity. The term GHD Digital used herein is a marketing name for the
transferred through the Internet or any other network Customer may utilize. Sensitive
entities licensing the Product. For Customers located in the United States of America, the
data may be protected with the use of encryption that does not violate any governing
Product is licensed from GHD Services Inc, a Delaware corporation with offices at 2055
laws or regulations. Customer acknowledges that GHD has no control over and accepts
Niagara Falls Blvd., Niagara Falls, NY 14304, USA. For Customers located in the Canada, the
no responsibility for Customer Data hosted by Customer. (D) EXCEPT AS EXPRESSLY
Product is licensed from GHD Digital (Canada) Limited, formerly eSolutions Group Limited,
SET OUT IN SECTION 16(a), THE PRODUCTS ARE PROVIDED “AS IS” AND WITHOUT
an Ontario corporation with offices at 455 Phillip St., Waterloo, ON, N2L 3X2, CA.
WARRANTIES, GUARANTIES, OR REPRESENTATIONS OF ANY KIND, EXPRESSED OR
IMPLIED, AT COMMON LAW, BY COURSE OF CONDUCT OR USAGE IN THE TRADE, 22, Force Majeure. GHD will not be liable for any delay or failure to perform any
INCLUDING BUT NOT LIMITED TO ANY WARRANTIES REGARDING ACCURACY, obligation under this Agreement where the delay or failure results from any unforeseen
COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR USE OR or unavoidable cause reasonably beyond the affected Party's control (“Force Majeure”).
PERFORMANCE. GHD DOES NOT WARRANT THAT THE PRODUCTS WILL MEET ALL Force Majeure may include, but is not limited to natural events, pandemic, labor, or civil
OF CUSTOMER'S REQUIREMENTS OR THAT IT WILL OPERATE IN ALL COMBINATIONS disruption, governmental or legislative actions, or orders of any court or agency having
WHICH MAY BE SELECTED FOR USE BY CUSTOMER OR THAT THE OPERATION OF THE jurisdiction of the Party's actions.
PRODUCTS WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ANY DEFECTS IN
THE PRODUCTS WILL BE CORRECTED OR THAT ANY DATA IS COMPLETE OR WHOLLY 23. Notice. Notices pertaining to this Agreement shall be in writing and deemed to have
ACCURATE, OR THAT THE PRODUCTS WILL FUNCTION WITHOUT FAILURE OR been duly given if delivered by email to the respective Party's contact identified in the
INTERRUPTION. (E) UPON CUSTOMER NOTIFYING GHD OF ANY ERRORS, BUGS, OR Agreement, or at such other address as may be changed by either Party by giving written
OTHER PROBLEMS IN THE PRODUCTS, GHD’S SOLE AND EXCLUSIVE RESPONSIBILITY notice thereof to the other. All notices to GHD pertaining to this Agreement shall be
WILL BE TO PROVIDE COMMERCIALLY REASONABLE EFFORTS TO CORRECT SUCH delivered to [email protected].
PROBLEMS TO THE EXTENT COMMERICALLY FEASIBLE. (e) The Products may contain
24. Insurance. GHD agrees to carry throughout the Term of this Agreement insurance
Third Party Content. Customer acknowledges and agrees that GHD is not responsible or
coverage appropriate to its Products and Services. GHD agree to name Customer as
liable for: (i) the availability or accuracy of such Third Party Content. Links to or use of
additional insured on its commercial general liability policy. The certificates of
Third Party Content does not imply any endorsement by GHD of the Third Party Content.
insurance, incorporated herein by reference, confirm GHD’s policy details for its
Customer has the sole responsibility for and assumes all risk arising from Customer's use
commercial general liability, technology professional liability, and cyber liability
of any such Third Party Content. Customer further acknowledges that Customer's use of
insurance in effect at the Effective Date. Upon Customer's request, GHD will provide
Third Party Content will be subject to the Third Party Terms applicable to such content.
certificates of insurance stating Customer as a certificate holder and additional insured.
17. Indemnification. (a) GHD agrees to indemnify and hold harmless Customer from and
25. Service Levels. The Product will meet or exceed the minimum service level
against losses, damages, liabilities, and expenses (including reasonable legal fees, court
standards set out in the Service Level Agreement (“SLA”), subject to change
costs, and costs of investigation) to the extent they are caused by the gross negligence
without notice, published at https://www.ghd.com/en/resources/trustcenter/
[email protected] and incorporated into this Agreement.
Govstack Terms and Conditions v.8 (11.26.25) Govstack.com
Docusign Envelope ID: E262AC2F-7C72-8528-82DA-FF3CB2D5C0A3
Digital Solution Agreement -— 2025
govstack by OND Dig tat
26. Piggyback Clause. This Agreement may be used by other institutions (such as
state, province, local and/or public corporations or agencies) who express an interest
in piggybacking on this contract in accordance with the terms and conditions of this
Agreement at the pricing offered by GHD to Customer at the time of piggybacking. GHD
agrees that Customer shall bear no responsibility or liability for any agreements between
GHD and the other Institution(s) who desire to exercise this option.
27. General. (a) Third Party beneficiaries. This Agreement does not and is not intended
to confer any rights or remedies upon any person other than the Parties. (b) Waiver. No
failure or delay by either Party in exercising any right, power or privilege hereunder will
operate as a waiver thereof, nor will any single or partial exercise of any such right, power,
or privilege preclude any other or further exercise thereof. (c) Successors and Assignment.
Customer may not assign, sublet, or transfer any rights under or interest (including, but
without limitation, monies that are due or may become due) in this Agreement without
the written consent of GHD. The obligations of the Parties under this Agreement will not
terminate upon any attempted assignment that violates this Agreement. Any assignment
or attempted assignment violating this Agreement is void. (d) Severability and Survival.
The Parties agree that, in the event one or more of the provisions or a portion thereof of
this Agreement should be declared void or unenforceable, the remaining provisions shall
not be affected and shall continue in full force and effect. The Parties also agree that the
obligations and representations, indemnifications, or limitations of liability contained within
this Agreement shall survive the termination of this Agreement. (e) Authority. Customer
represents and warrants that the individual accepting this Agreement is doing so with full
and complete authority to bind Customer on whose behalf they are acting to every term
of this Agreement. Acceptance of this Agreement signifies that Customer has read and
agrees with all terms and conditions referenced in this Agreement. (f) Entire Agreement.
The DSA, these Terms, and any documents referenced in either document constitute the
complete and final agreement between GHD and Customer regarding the subject matter
hereof. This Agreement supersedes all prior or contemporaneous communications,
representations, undertakings, or understandings of the Parties, whether oral or written,
relating to the DSA or the Products. Modifications of this Agreement shall not be binding
unless made in writing and signed by an authorized representative of each Party.
Govstack Terms and Conditions v.8 (11.26.25) Govstack.com
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