HomeMy WebLinkAbout29- Information Technology CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From: Charles E. McNeely, City Manager Resolution of the City of San Bernardino
Rachel G. Clark, City Clerk Authorizing the City Manager to execute an
agreement with IQM2, Inc. for an Agenda
Dept: Information Technology Department Management System.
Date: March 1, 2011
ORIGINAL
M/CC DATE: March 7, 2011
Synopsis of Previous Council Action
No previous Council action.
Recommended Motion:
1. Adopt Resolution.
Charles E. McNeel , City Manager
(2'4'j 'A-1.
0
Rachel G. Clark, City Clerk
Lea g, IT Director
Contact person: Mark Yavornicky, Phone: 384-5947
Business Systems Supervisor
All Wards
FUNDING REQUIREMENTS: Amount: $65,184
Source: 123-825-5702-0000-0049
$59,990
Source: 001-180-5502-0000-029
$ 5,194
Council Notes: �1 // Finance
Agenda Item No. d�
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Staff Report
Subject:
Resolution of the City of San Bernardino authorizing the City Manager to execute an agreement
with IQM2, Inc. for an Agenda Management System.
Background:
At the March 2010 retreat, entitled "Building a Better Community," the Mayor and Common
Council defined a vision and identified a set of strategic goals to achieve that vision. During this
retreat, the City Manager presented a number of organizational strategic initiatives designed to
assist in implementing the direction and vision of the Mayor and Common Council. The major
components of one of these initiatives, Information Technology Improvements, focused on
improving the City's technology in order to streamline operations to improve efficiency and
effectiveness and to better serve the needs of the employees and community.
Additionally, a portion of the retreat was dedicated to a presentation and discussion of an update
that Management Partners had conducted of an analysis of the City of San Bernardino's
organizational structure and processes. The 2010 update assessed the progress that the City had
made in accomplishing the 187 goals and recommendations outlined in the organizational review
initially performed in 2007. Management Partners' primary observations and recommendations
noted a need to improve and support internal processes and, in particular, a need to streamline
the Common Council Agenda process.
Currently, the agenda process is time and labor intensive; it is costly not only in terms of
resources but staff time. Streamlining the process with an agenda management system through
new technology capabilities will allow progress toward a number of strategic objectives. The
implementation of this system will improve efficiency and cost effectiveness in operations,
enhance environmental sustainability through the reduction in use of paper and other resources,
and increase transparency by expediting communication as well as by making the agendas and
minutes more accessible to the Mayor and Common Council and the public.
A team of representatives from the City Manager's Office, Information Technology Department,
and the City Clerk's Office has been working for over a year in an effort to identify and research
agenda management systems. In 2010 the team prepared and released a Request for Proposals
and seven firms responded. These firms were: Complete Paperless Solutions, ECS Imaging,
Inc., IQM2 Inc., MCCi, LLC., Provox Systems, Inc., Sire Technologies, and SoftwareOne
(Fortuitas).
After reviewing all of the proposals submitted and evaluating the features offered with each
program, three companies — Complete Paperless Solutions, IQM2, Inc., and SIRE Technologies,
were identified to continue in the selection process. These three companies were invited to
present demonstrations of their product to the team. Further, to analyze the effectiveness of the
systems in public sector working environments, site visits were conducted with the City of
Upland to view Complete Paperless Solutions' NovusAgenda; Temecula and the County of San
Bernardino to view SIRE Technology's software; and Ocala, Florida using a virtual tour of the
IQM2 (Intelligent Meeting Management) system.
After conducting the site visits, reviewing the proposals, and analyzing the cost factors, the team
recommends IQM2 system as best meeting the needs of the City. The following table provides
the final average ratings of each firm from the analysis conducted by the evaluation team:
Vendor Location Team Rating
IQM2, Inc. Ronkonkoma, NY 85.6
Sire Technologies, Inc. West Valley City, UT 82.4
Complete Paperless Solutions Yorba Linda, CA 76.2
Provox Systems, Inc. Addison,TX 71.6
ECS Imaging, Inc. Riverside, CA 69.0
MCCi, LLC. Tallahassee, FL 62.8
SoftwareOne(Fortuitas) New Berlin,WI 47.0
The IQM2 system will provide the following:
• MinuteTraq System which automatically tracks and digitizes all agenda items from
drafting through approval through publication
• MinuteTraq System which creates agendas and minutes for all meetings, and can include
board and committee meetings
• MinuteTraq will automatically tracks all revisions and changes
• MinuteTraq includes workflow processes, such as department and committee routing;
automatically generates public notices; and records of votes and attendance in meetings.
• Backup and disaster recovery services for essential City data will be generated through
the system.
• A Minutes Module
• Video Streaming Capabilities
• Laptop hardware for online viewing of agendas in Council Chamber
• Electronic Voting Capabilities through Laptop hardware
In addition to streamlining the agenda process for Council meeting, IQM2 has the capabilities to
manage other internal agenda processes such as board and commission meetings. The use of an
agenda management system will conform with any records compliance issues, such as the need
to process and retain original hard copy documentation within the City; this hard copy version is
in fact, the end product of the agenda management system.
Implementing an agenda management system will provide a streamlined process that will better
integrate departments submitting reports with members of the organization responsible for its
review and approval. The City's internal process will have greater accountability through the
revision tracking functions and the new technology will enhance workflow and communication
within the organization.
Page 2
Financial Impact:
The total cost for the IQM2 Agenda Management System is $65,184. Funding for this project
will be provided through two sources: $59,990 has been allocated in the 2009 COPS Technology
Grant (Account No. 123-825-5702-0000-0049) with the remaining balance of $5,194 to be
charged to the Community Development Planning Professional Contractual Account (Account
No. 001-180-5502-0000-029) for that Department's use of the system for Planning Commission
meetings.
Account No.: 123-825-5702-0000-0049 Budgeted Amount: $400,000
Balance as of Feb. 19, 2011: $82,326 Balance after approval of this item: $22,336
Account No.: 001-180-5502-000-029 Budgeted Amount: $243,800
Balance as of Feb. 19, 2011: $185,026 Balance after approval of this item: $179,832
Please note these balances do not indicate available funding. It does not include non-
encumbered reoccurring expenses or expenses incurred but not yet processed
The annual subscription cost of$39,144 will be included in the Information Technology Budget
in future years. It should be noted that since the IT fund is an internal service fund; as such, the
charges for the cost of this program will be allocated annually to the user departments, which
will include both General Fund and Non-General Fund supported departments.
Recommendation:
Adopt Resolution.
ORIGINAL
Page 3 — 1 1
1 RESOLUTION NO. D
2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY
3 MANAGER TO EXECUTE AN AGREEMENT WITH IQM2, INC. FOR AN AGENDA
MANAGEMENT SYSTEM
4
5 WHEREAS, the Mayor and Common Council defined a vision and identified a set of
6 strategic goals to achieve the vision of"Building a Better Community"; and,
7 WHEREAS, one of the organizational initiatives to achieve these goals focuses on
8 improving the City's technology in order to streamline operations to improve efficiency and
9 effectiveness and better serve the needs of the employees and community; and,
10
WHEREAS, one of the recommendations from the Management Partners analysis of
11
the City's organizational structure and process focused on improving support for internal
12
13 services and the need to streamline the Common Council agenda process; and
14 WHEREAS, a Request for Proposal process has been completed that included review
15 of products and pricing, and assessment of the effectiveness of the systems in public sector
16 working environments through numerous site visits, and
17 WHEREAS, a vendor has been recommended that best meets the needs of the City
18
for a new agenda management system and available funding has been identified;
19
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
20 CITY OF SAN BERNARDINO AS FOLLOWS:
21 SECTION 1. That the Mayor and Common Council authorize the City Manager, or
22
his designee, to execute an agreement with IQM2, Inc. for purchase of an agenda management
23
24 system, a copy of which is attached hereto as Exhibit"A" and incorporated herein in full.
25 SECTION 2. That the above authorization shall expire and be void and of no further
26 effect if the agreement is not executed by both parties and returned to the office of the City
27 Clerk within sixty(60) days following the effective date of this Resolution.
28
1 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CITY
2 MANAGER TO EXECUTE AN AGREEMENT WITH IQM2, INC. FOR AN AGENDA
MANAGEMENT SYSTEM
3
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor
4
and Common Council of the City of San Bernardino at a meeting thereof, held
5
6 on the day of , 2011, by the following vote, to wit:
7 Council Members: AYES NAYS ABSTAIN ABSENT
8 MARQUEZ
9 VACANT
10 BRINKER
11
SHORETT
12
13 KELLEY
14 JOHNSON
15 MCCAMMACK
16
17
� 18
Rachel G. Clark, City Clerk
19
The foregoing resolution is hereby approved this day of , 2011.
20
21
22 Patrick J. Morris, Mayor
23 City of San Bernardino
24
25 Approved as to Form:
26
27 PKPES F. PENMAN,
C y
28 Attorney
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 "1," 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 "1," attached hereto and incorporated
herein.
b. No other expenditures made by VENDOR shall be reimbursed by CITY.
Exhibit "A"
3
!
!
1
3. TERM; TERMINATION.
j The term of this Agreement shall be for a period of one year. This Agreement shall
e
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 "1", 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
i
I
damage, based or asserted upon any actual or alleged act or omission of VENDOR, its
i
employees, agents or subcontractors, relating to or in any way connected with the
I
accomplishment of the work or performance of services under this Agreement, unless the
I
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,
i
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
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
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: darylkiam1com
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
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
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 parry 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
s
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
I
I By'
Charles E. McNeely, City Manager
Approved as to Form:
By:
James F. Penman, City Attorney
7
Vendor Services Agreement-IQM2-3.2011
Attachment
TQM2
jNTELLIGENT 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 DVD. IQM2
agrees to provide this service without charge at least once per year.
99
3
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 In 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.
i
( IQM2
INTELLIGENT MEETING
MANAGEMENT
I
S. 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.
Y
6. Pricing Structure:
SKU # Descriotion Monthly SaaS First Year
20-121 MinuteTraq Unlimited $ 1,945/mo $ 23,340
21-121 MediaTraq Unlimited $ 767/mo $ 9,204
22-121 e-Boardroom Unlimited $ 550/ mo $ 6,600
10-102 Imp B: 8 Days Onsite, 40 Hrs Remote $ 16,000
22-950 e-Boardroom Tablets- HP TouchSmart TM2T- QTY: 8 * $ 8,000
Setup, Configuring, Sales Tax and Shipping Included
Travel Not to Exceed $ 2,040
Total - Year 1 (including Travel & Hardware) $ 65,184
Total - Monthly SaaS $ 3,262 / mo
AF
NOW * Separate Quote from HP was provided. IQM2 is providing Value Added services at no additional cost.
I
i
City of San Bernardino, CA IQM2, Inc.
Signature Signature
Daryl Blowes, CEO
Printed Name,Title Printed Name,Title
7
D ate: Date: 3/7/2011
/ /
I
t
I
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 "l," 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 "l," attached hereto and incorporated
herein.
b. No other expenditures made by VENDOR shall be reimbursed by CITY.
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,
JOWN
2
Vendor Services Agreement-IQM2-3.2011
YOM-
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,
�I
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,
i
i
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
i
Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
p P
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: dMl@igm2.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
i
i
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
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
I
enforceability of the remaining terms and provisions hereof or of the offending provision in any
I
other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
I
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
s
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
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: 1, -�- 'Ate���
Jams . Penman, City Attorney
7
Vendor Services Agreement-IQM2-3.2011
Attachment
VA
IQIV.12
.NTELLIGENT 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 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 1" 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.
-0 .ALVIX 2
'07
.NTELLIGENT 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 # Description Monthly SaaS First Year
20-121 MinuteTraq Unlimited $ 1,945/ mo $ 23,340
21-121 MediaTraq Unlimited $ 767/mo $ 9,204
22-121 e-Boardroom Unlimited $ 550/ mo $6,600
10-102 Imp B: 8 Days Onsite,40 Hrs Remote $ 16,000
22-950 e-Boardroom Tablets- HP TouchSmart TM2T- QTY: 8 * $ 8,000
Setup, Configuring, Sales Tax and Shipping Included
Travel Not to Exceed $ 2,040
Total - Year 1 (including Travel & Hardware) $ 65,184
Total - Monthly SaaS $ 3,262 / mo
* Separate Quote from HP was provided. IQM2 is providing Value Added services at no additional cost.
City of San Bernardino, CA IQM2, Inc.
—TX:
Signature Signature
Daryl Blowes, CEO
Printed Name, Title Printed Name, Title
Date: Date: 3/7/2011
v
a
LLJ
W
FM
V)
F
z
W
r�,-
W
Q
Z
a
a
o
z
W
� Q
6
4-j
j
U � o
Co U
E 0
O o c�
U o o n a
> N 4)
4-j cc
-�—' 4-j >
�0
(� U c6 O
U O C-) c
MAW 0
O i
Z' O
O E O
E �-
C� .O OU m
V 4�
Q � �
m
W
^L
W 70
U
i U
M
U
Q
�- O -
�--' U
0
C)
.0 Z
C6 +-1 . 0
c m E
co o E
O E
ims E 70 +-J
-�-� O
C6 U O
o- DC >
::D i O
U
O O C)- o
,r-i n E
O 4) - U
V N rr
Q
m
i
e
I
I
s
tl1 Sao �
•- °
4-j
4 a�
w C6
Lul
•— c6 >,
�
LU
S.... QL
O ° o
4-J
.� O c6 ,.-j 70
70
LU w
U
O Q
0L O
O }'
^^� 70
i- U 0
O 70
07 co
O 70 QL
0� O w o
70 C 70
O O cc v
c
C6
O J C m o
O U-
0 O v co
co cn —
4 a o
O co -� � p
U � O O }' O
0 (n
O 70 0
0 > O E O 0 0 0 U
N
Q
m
70
nW,
W
\A4-j'
U
O ~~
4--j
UU4
-L
J
J`t
Z
O
it
4
U) +JW
co vT
W
U
Co cr O
Q� Ca O
D �—
70 0
� °a°
C. N a� O
W oc F— U
-� a
w -
t
f
ZI
CY,
LL
0 Q
b�A 70
W C-
F� CU
Z U w
u ll .c
z E
O c6
d. co 0
U) U) c6 i �
cz o c/)
0
a� o
C o .� a)
>EWW W > .- 70
L Q w >
Ile
E
W
� �ou0 •
O � p
4
4J O
Elp
0
p O O c6 cn
E Q- C6 +� c bu0 -O p W .—
� V O .— +- N
• (�
LL, p -0 c � cn
L1 p 0 4� .— L .
z
co O
E W
c� p o
p •— O +� —
a� +- E ° O W :3 ° E °� cr U w � -0 ca
Z
f
0
70
I
70
CU C
O co p
O n l (
l)
4--C6
(f) >
O •— cc
4) U 4-J
.� 70
E > c6
-0
a Co Co i •—
O CU
4-j
cn
m O O O O
Q C6 W
1
� O �
+J
co
(n p
(D
co O
00 CO
Lo o �
. � o
-0 O Q
c6 L ,Ef3. j .�
E a
O O 70 U to
.— 4- b�A -0 ca
� Q (1) ::D
J �o � Q -O
Q
Z 0 O
LL
i
Q�
U �
N �
N Q
O �
d O cz
Z N -
Lul � N
> CY E
0- (JL)
0 4-j
oc W
�