HomeMy WebLinkAbout2011-064
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION NO. 2011-64
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT WITH IQM2, INC. FOR AN AGENDA
MANAGEMENT SYSTEM
WHEREAS, the Mayor and Common Council defined a vision and identified a set of
strategic goals to achieve the vision of "Building a Better Community"; and,
WHEREAS, one of the organizational initiatives to achieve these goals focuses on
improving the City's technology in order to streamline operations to improve efficiency and
effectiveness and better serve the needs of the employees and community; and,
WHEREAS, one of the recommendations from the Management Partners analysis of
the City's organizational structure and process focused on improving support for internal
services and the need to streamline the Common Council agenda process; and
WHEREAS, a Request for Proposal process has been completed that included review
of products and pricing, and assessment of the effectiveness of the systems in public sector
working environments through numerous site visits, and
WHEREAS, a vendor has been recommended that best meets the needs of the City
for a new agenda management system and available funding has been identified;
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. That the Mayor and Common Council authorize the City Manager, or
his designee, to execute an agreement with IQM2, Inc. for purchase of an agenda management
system, a copy of which is attached hereto as Exhibit "A" and incorporated herein in full.
SECTION 2. That the above authorization shall expire and be void and of no further
effect if the agreement is not executed by both parties and returned to the office of the City
Clerk within sixty (60) days following the effective date of this Resolution.
2011-64
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT WITH IQM2, INC. FOR AN AGENDA
MANAGEMENT SYSTEM
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
joint
and Common Council of the City of San Bernardino at a regular meeting thereof, held
on the 7th
March
,2011, by the following vote, to wit:
day of
NAYS
ABSTAIN ABSENT
Council Members:
AYES
MARQUEZ
~
VACANT
x
BRINKER
x
SHORETT
x
KELLEY
JOHNSON
x
x
MCCAMMACK
,.lc'~-L ,!:L. U...A.'>G
Rachel Q, Clark, City Clerk
al?(-
L day of March
,2011.
The foregoing resolution is hereby approved this
~C-~
Tobin Brinker, Mayor Pro Tern
City of San Bernardino
Approved as to Form:
ES F, PENMAN,
C y Attorney
2011-64
VENDOR SERVICE AGREEMENT
This Vendor Service Agreement is entered into this day of , 2011,
by and between IQM2, Inc. ("VENDOR") and the City of San Bernardino ("CITY" or "San
Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council has determined that it is advantageous
and in the best interest of the CITY to contract for the subscription to the "IQM2 Intelligent
Management" agenda management software service; and
WHEREAS, the CITY did solicit and accept quotes from available vendors for the
subscription to an agenda management software service; and
WHEREAS, VENDOR has been determined to be the bidder that best meets the needs
of the CITY;
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, CITY hereby engages the services of VENDOR to
provide those products and services as set forth on Attachment "I," attached hereto and
incorporated herein.
2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay the VENDOR up to the amount of $65,184 for year one (includes software
implementation, travel expenses and hardware purchases) and $39,144 for
subsequent years as set forth on Attachment "I," attached hereto and incorporated
herein.
b. No other expenditures made by VENDOR shall be reimbursed by CITY.
Exhibit .. A"
2011-64
3. TERM; TERMINATION.
The term of this Agreement shall be for a period of one year. This Agreement shall
continue thereafter on a yearly basis unless terminated by either party with thirty (30) days
written notice. Continued Service is defined in the terms and conditions set forth in Attachment
"I", attached hereto and incorporated herein.
4. INDEMNITY.
CITY agrees to indemnifY and hold harmless VENDOR, its officers, agents and
volunteers from any and all claims, actions, losses, damages and/or liability resulting from
CITY's negligent acts or omissions arising from the CITY's performance of its obligations
under the Agreement.
VENDOR agrees to indemnify and hold harmless the CITY, its elected officials,
employees, agents or representatives, free and harmless from all claims, actions, damages and
liabilities of any kind and nature arising from bodily injury, including death, or property
damage, based or asserted upon any actual or alleged act or omission of VENDOR, its
employees, agents or subcontractors, relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement, unless the
bodily injury or property damage was actually caused by the sole negligence of the CITY, its
elected officials, employees, agents or representatives. As part of the foregoing indemnity,
VENDOR agrees to protect and defend at its own expense, including attorney's fees, the CITY,
its elected officials, employees, agents or representatives from any and all legal actions based
upon such actual or alleged acts or omissions. VENDOR hereby waives any and all right to
any types of express or implied indemnity against the CITY, its elected officials, employees,
2
Vendor Services Agreement-IQM2-3.2011
2011-64
agents or representatives, with respect to third party claims against the VENDOR relating to or
in any way connected with the accomplishment of the work or performance of services under
this Agreement.
5. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement,
VENDOR shall maintain in effect policies of comprehensive public, general and automobile
liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory
workers' compensation coverage, and shall file copies of said policies with the CITY's Risk
Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an
additional named insured in each policy of insurance provided hereunder. The Certificate of
Insurance furnished to the CITY shall require the insurer to notify CITY at least 30 days prior
to any change in or termination of the policy.
6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or
sexual orientation, or any other status protected by law.
7. INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
purposes VENDOR shall be an independent contractor and not an agent or employee of the
CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
3
Vendor Services Agreement-IQM2-3.2011
2011-64
Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
employees, and all business license, if any are required, in connection with the services to be
performed hereunder.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
VENDOR warrants that it possesses or shall obtain, and maintain a business registration
certificate pursuant to Chapter 5 of the Municipal Code, and any other license, permits,
qualifications, insurance and approval of whatever nature, that are legally required of
VENDOR to practice its business or profession.
9. NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
IT Director
City of San Bernardino
300 North "D" Street
San Bernardino, CA 92418
Telephone: (909) 384-5947
TO THE VENDOR:
Daryl Blowes, CEO
IQM2, Inc.
90-D Raynor Avenue
Ronkonkoma, NY 11779
Telephone: (631) 563-5005
Email: darvl@iqm2.com
10. ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement,
the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
4
Vendor Services Agreement-IQM2-3.2011
2011-64
its rights or remedies hereunder or the enforcement of any of the terms,' conditions or
provisions hereof. The costs, salary and expenses of the City Attorney and members of his
office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys'
fees" for the purposes of this paragraph.
11. ASSIGNMENT.
VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
written consent Any attempted assignment, transfer, subletting or encumbrance shall be void
and shall constitute a breach of this Agreement and cause for the termination of this
Agreement Regardless of CITY's consent, no subletting or assignment shall release VENDOR
of VENDOR's obligation to perform all other obligations to be performed by VENDOR
hereunder for the term of this Agreement
12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of California,
Riverside Division. The aforementioned choice of venue is intended by the parties to be the
mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this Agreement
and their respective heirs, representatives, successors, and assigns.
5
Vendor Services Agreement-IQM2-3.2011
2011-64
15. HEADiNGS.
The subject headings of the sections of this Agreement are included for the purposes of
convemence only and shall not affect the construction or the interpretation of any of its
proVIsIOns.
16. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability ofthe remaining terms and provisions hereof or of the offending provision in any
other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
17. REMEDiES; WAIVER.
All remedies available to either party for one or more breaches by the other party are
and shall be deemed cumulative and may be exercised separately or concurrently without
waiver of any other remedies. The failure of either party to act in the event of a breach of this
Agreement by the other shall not be deemed a waiver of such breach or a waiver of future
breaches, unless such waiver shall be in writing and signed by the party against whom
enforcement is sought.
18. ENTIRE AGREEMENT; MODiFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supersedes any prior agreements and understandings relating to the subject matter
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
6
Vendor Services Agreement-IQM2-3.2011
2011-64
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated:
,2011
IQM2, Inc.
By:
Its:
Dated:
,2011
CITY OF SAN BERNARDINO
By:
Charles E. McNeely, City Manager
Approved as to Form:
By:
James F. Penman, City Attorney
7
Vendor Services Agreement-IQM2-3.2011
IQM2
INTELLIGENT MElTING
MANAGEMENT
2011-64
Attachment "I"
IQM2, Inc. Terms, Conditions and Pricing for
City of San Bernardino, CA
IMPORTANT NOTICE TO USER: IQM2, Inc. owns all intellectual property in the MinuteTraq, MediaTraq
and E-Boardroom software "Software", You shall not modify, adapt, translate, rent, lease or otherwise
attempt to discover the Software source code. This Agreement will be governed by the laws in force in the
State of New York.
2. Software License. This software program and the accompanying files, software updates, lists and
documentation are licensed, not sold, to you. You may install and Use a copy of the Software on your
compatible computer for the purpose of connecting to the hosted service provided by IQM2 as long as you
are a current subscriber and maintain your monthly or annual continued services for the applicable
licenses.
3. Continued Services
3.1 Updates and Renewals. If the Software is an Update to a previous version of the Software, you must
possess a valid license to the previous version in order to use the Update. Corrections of substantial
defects in the Software so that the Software will operate as purported will be rectified by IQM2. Customer
agrees to install all updates, including any enhancements, for the Software in accordance with the
instructions provided by IQM2.
3.2 Service Level Agreement "SLA..... Technical support is available twenty-four (24) hours per day, seven
(7) days per week for the term of this Agreement. IQM2 policy requires a response from a support staff
member within 60 minutes which will result (if necessary) in a formal submission of a case #. Client will
be notified of estimated resolution schedule.
3.3 Hosting. IQM2 agrees to maintain customer data in a Tier-3 datacenter and is committed to providing
99.9% uptime and availability. IQM2 will perform nightly backups of your hosted data to an alternate
physical location.
3.4 Ownership of Data. All hosted data belongs to the customer. At the request of the customer IQM2
will provide a backup of all database information and flies through a downloadable backup or DVD. IQM2
agrees to provide this service without charge at least once per year.
3.5 Assurance Guarantee. In the event that IQM2 declares bankruptcy and there is no surviving
organization (through sale, transfer or any other means) that will continue to service the customer, IQM2
agrees to provide all customer data, application files, documentation and source code to customer for the
sole purpose of allowing the customer to continue use of the system. In this event no external entities
may be given access to or use of these assets.
4. Payment Terms & Fees
4.2 Billing Procedures. SaaS Services of $3,262 per month shall be billed on the 1st of each month
starting at the first day of remote training. Then after the first 12 months, SaaS billing shall continue to
be billed monthly with 30 days prior written notice to terminate this agreement at any time.
Implementation services of $16,000 shall be billed as the services are rendered. IQM2 reserves the right
to charge a 5% cost of living per year. Payment Terms are NET 30 Days.
4.3 Travel Expenses. Travel expenses will be invoiced separately but shall not exceed $2,040.
4.4 Hardware. IQM2 does not warranty any hardware. Hardware warranty is through manufacturer
repair or replacement only.
2011-64
IQM2
INTELLIGENT MEETING
MANAGEMENT
5. limitation of Liability. In no event will IQM2 be liable to you for any damages, claims or costs
whatsoever or any consequential, indirect, incidental damages, or any lost profits or lost savings, even if
an IQM2 representative has been advised of the possibility of such loss, damages, claims or costs or for
any claim by any third party. The foregoing limitations and exclusions apply to the extent permitted by
applicable law in your jurisdiction. IQM2's aggregate liability shall be limited to the amount contracted for
the software, if any.
6. Pricing Structure:
SKU # Descriotjon
20-121 MinuteTraq Unlimited
21-121 MediaTraq Unlimited
22-121 e-Boardroom Unlimited
10-102 Imp B: 8 Days Onsite, 40 Hrs Remote
22-950 e-Boardroom Tablets - HP TouchSmart TM2T - QTY: 8 .
Setup, Configuring, Sales Tax and Shipping Included
Travel Not to Exceed
Total - Year 1 (including Travel 8r. Hardware)
Total - Monthly SaaS $ 3,262 I mo
Monthlv SaaS
$ 1,945/ mo
$ 767/ mo
$ 550/ mo
First Year
$ 23,340
$ 9,204
$ 6,600
$ 16,000
$ 8,000
$ 2,040
$ 65,184
* Separate Quote from HP was provided. IQM2 is providing Value Added services at no additional cost.
City of San Bernardino, CA
IQM2, Inc.
~
.....\ ~ ~C).)
Signature
.
Signature
Printed Name, Title
Darvl Blowes. CEO
Printed Name, Title
Date:
Date: 3/7/2011
2011-64
VENDOR SERVICE AGREEMENT
This Vendor Service Agreement is entered into this 7th day of March , 2011,
by and between IQM2, Inc. ("VENDOR") and the City of San Bernardino ("CITY" or "San
Bernardino").
WITNESSETH:
WHEREAS, the Mayor and Common Council has determined that it is advantageous
and in the best interest of the CITY to contract for the subscription to the "IQM2 Intelligent
Management" agenda management software service; and
WHEREAS, the CITY did solicit and accept quotes from available vendors for the
subscription to an agenda management software service; and
WHEREAS, VENDOR has been determined to be the bidder that best meets the needs
of the CITY;
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, CITY hereby engages the services of VENDOR to
provide those products and services as set forth on Attachment "I," attached hereto and
incorporated herein.
2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay the VENDOR up to the amount of $65,184 for year one (includes software
implementation, travel expenses and hardware purchases) and $39,144 for
subsequent years as set forth on Attachment "I," attached hereto and incorporated
herein.
b. No other expenditures made by VENDOR shall be reimbursed by CITY.
2011-64
3. TERM; TERMINATION.
The term of this Agreement shall be for a period of one year. This Agreement shall
continue thereafter on a yearly basis unless terminated by either party with thirty (30) days
written notice. Continued Service is defined in the terms and conditions set forth in Attachment
"I", attached hereto and incorporated herein.
4. INDEMNITY.
CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and
volunteers from any and all claims, actions, losses, damages and/or liability resulting from
CITY's negligent acts or omissions arising from the CITY's performance of its obligations
under the Agreement.
VENDOR agrees to indemnify and hold harmless the CITY, its elected officials,
employees, agents or representatives, free and harmless from all claims, actions, damages and
liabilities of any kind and nature arising from bodily injury, including death, or property
damage, based or asserted upon any actual or alleged act or omission of VENDOR, its
employees, agents or subcontractors, relating to or in any way connected with the
accomplishment of the work or performance of services under this Agreement, unless the
bodily injury or property damage was actually caused by the sole negligence of the CITY, its
elected officials, employees, agents or representatives. As part of the foregoing indemnity,
VENDOR agrees to protect and defend at its own expense, including attorney's fees, the CITY,
its elected officials, employees, agents or representatives from any and all legal actions based
upon such actual or alleged acts or omissions. VENDOR hereby waives any and all right to
any types of express or implied indemnity against the CITY, its elected officials, employees,
2
Vendor Services Agreement-IQM2-3.2011
2011-64
agents or representatives, with respect to third party claims against the VENDOR relating to or
in any way connected with the accomplishment of the work or performance of services under
this Agreement.
5. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement,
VENDOR shall maintain in effect policies of comprehensive public, general and automobile
liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory
workers' compensation coverage, and shall file copies of said policies with the CITY's Risk
Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an
additional named insured in each policy of insurance provided hereunder. The Certificate of
Insurance furnished to the CITY shall require the insurer to notify CITY at least 30 days prior
to any change in or termination ofthe policy.
6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or
sexual orientation, or any other status protected by law.
7. INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
purposes VENDOR shall be an independent contractor and not an agent or employee of the
CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
3
Vendor Services Agreement-IQM2-3.2011
2011-64
Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
employees, and all business license, if any are required, in connection with the services to be
performed hereunder.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
VENDOR warrants that it possesses or shall obtain, and maintain a business registration
certificate pursuant to Chapter 5 of the Municipal Code, and any other license, permits,
qualifications, insurance and approval of whatever nature, that are legally required of
VENDOR to practice its business or profession.
9. NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
IT Director
City of San Bernardino
300 North "D" Street
San Bernardino, CA 92418
Telephone: (909) 384-5947
TO THE VENDOR:
Daryl Blowes, CEO
IQM2, Inc.
90-D Raynor Avenue
Ronkonkoma, NY 11779
Telephone: (631) 563-5005
Email: darvJ(ci)iqm2.com
10. ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement,
the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
4
Vendor Services Agreement-IQM2-3.2011
2011-64
its rights or remedies hereunder or the enforcement of any of the terms, conditions or
provisions hereof. The costs, salary and expenses of the City Attorney and members of his
office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys'
fees" for the purposes of this paragraph.
11. ASSIGNMENT.
VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or
encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
and shall constitute a breach of this Agreement and cause for the termination of this
Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR
of VENDOR's obligation to perform all other obligations to be performed by VENDOR
hereunder for the term of this Agreement.
12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
Bernardino, State of California or the U.S. District Court for the Central District of California,
Riverside Division. The aforementioned choice of venue is intended by the parties to be the
mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this Agreement
and their respective heirs, representatives, successors, and assigns.
5
Vendor Services Agreement-IQM2-3.2011
2011-64
15. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convenience only and shall not affect the construction or the interpretation of any of its
provIsIOns.
16. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in any
other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
17. REMEDIES; WAIVER.
All remedies available to either party for one or more breaches by the other party are
and shall be deemed cumulative and may be exercised separately or concurrently without
waiver of any other remedies. The failure of either party to act in the event of a breach of this
Agreement by the other shall not be deemed a waiver of such breach or a waiver of future
breaches, unless such waiver shall be in writing and signed by the party against whom
enforcement is sought.
18. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supersedes any prior agreements and understandings relating to the subj ect matter
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
6
Vendor Services Agreement-IQM2-3.2011
2011-64
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated: fI1:vcit .1S-:2011
IQM2, Inc.
;~ \ r'~~....;2-
Its: CeO
Approved as to Form:
Dated:/J,1,u.cA 17 ,2011
. Penman, City Attorney
7
Vendor Services Agreement-IQM2-3.2011
2011-64
Attachm~nt "I"
Q' 2
1._.. .............~....
INTELLIGENT MEETING
MANAGEMENT
IQM2, Inc. Terms, Conditions and Pricing for
City of San Bernardino, CA
IMPORTANT NOTICE TO USER: IQM2, Inc. owns all intellectual property in the MinuteTraq, MediaTraq
and E-Boardroom software "Software", You shall not modify, adapt, translate, rent, lease or otherwise
attempt to discover the Software source code. This Agreement will be governed by the laws in force in the
State of New York.
2. Software License. This software program and the accompanying files, software updates, lists and
documentation are licensed, not sold, to you. You may install and Use a copy of the Software on your
compatible computer for the purpose of connecting to the hosted service provided by IQM2 as long as you
are a current subscriber and maintain your monthly or annual continued services for the applicable
licenses.
3. Continued Services
3,1 Updates and Renewals. If the Software is an Update to a previous version of the Software, you must
possess a valid license to the previous version in order to use the Update. Corrections of substantial
defects in the Software so that the Software will operate as purported will be rectified by IQM2. Customer
agrees to install all updates, including any enhancements, for the Software in accordance with the
instructions provided by IQM2.
3.2 Service Level Agreement "SLA", Technical support is available twenty-four (24) hours per day, seven
(7) days per week for the term of this Agreement. IQM2 policy requires a response from a support staff
member within 60 minutes which will result (if necessary) in a formal submission of a case #. Client will
be notified of estimated resolution schedule.
3.3 Hosting, IQM2 agrees to maintain customer data in a Tier-3 datacenter and is committed to providing
99.9% uptime and availability. IQM2 will perform nightly backups of your hosted data to an alternate
physical location.
3.4 Ownership of Data, All hosted data belongs to the customer. At the request of the customer IQM2
will provide a backup of all database information and files through a downloadable backup or DVO. IQM2
agrees to provide this service without charge at least once per year.
3.5 Assurance Guarantee. In the event that IQM2 declares bankruptcy and there is no surviving
organization (through sale, transfer or any other means) that will continue to service the customer, IQM2
agrees to provide all customer data, application files, documentation and source code to customer for the
sole purpose of allowing the customer to continue use of the system. In this event no external entities
may be given access to or use of these assets.
4. Payment Terms & Fees
4.2 Billing Procedures. SaaS Services of $3,262 per month shall be billed on the 1st of each month
starting at the first day of remote training. Then after the first 12 months, SaaS billing shall continue to
be billed monthly with 30 days prior written notice to terminate this agreement at any time.
Implementation services of $16,000 shall be billed as the services are rendered. IQM2 reserves the right
to charge a 5% cost of living per year. Payment Terms are NET 30 Days.
4.3 Travel Expenses, Travel expenses will be invoiced separately but shall not exceed $2,040.
4.4 Hardware. IQM2 does not warranty any hardware. Hardware warranty is through manufacturer
repair or replacement only.
2011-64
INTElLIGENT MEETING
MANAGEMENT
IA 2
_~,~,~..~,~...~,~.._,~'w,~,~_~..w"..".~.,..,
5. Limitation of Liability. In no event will IQM2 be liable to you for any damages, claims or costs
whatsoever or any consequential, indirect, incidental damages, or any lost profits or lost savings, even if
an IQM2 representative has been advised of the possibility of such loss, damages, claims or costs or for
any claim by any third party. The foregoing limitations and exclusions apply to the extent permitted by
applicable law in your jurisdiction. IQM2's aggregate liability shall be limited to the amount contracted for
the software, if any.
6. Pricing Structure:
SKU #
20-121
21-121
22-121
10-102
22-950
Descriotion
MinuteTraq Unlimited
MediaTraq Unlimited
e-Boardroom Unlimited
Monthlv SaaS
$ 1,945/ mo
$ 767/ mo
$ 550/ mo
First Year
Imp B: 8 Days Onsite, 40 Hrs Remote
e-Boardroom Tablets - HP TouchSmart TM2T - QTY: 8 *
Setup, Configuring, Sales Tax and Shipping Included
Travel Not to Exceed
$ 23,340
$ 9,204
$ 6,600
$ 16,000
$ 8,000
Total - Year 1 (including Travel & Hardware)
Total - Monthly 5aa5 $ 3,262 I mo
$ 2,040
$ 65,184
* Separate Quote from HP was provided. IQM2 is providing Value Added services at no additional cost.
City of 5an Bernardino, CA
IQM2, Inc.
~ "--\ ~ ~Cl.)
Signature <2f :T
.
(!/-I/I,K/C5- /'1e IV/Oc,-~ I ~"I ";/ nl,",IV//6E'/t
Printed Name, Title
Darvl Blowes. CEO
Printed Name, Title
Date:
3/17/1/
Date: 3/7 /2011