HomeMy WebLinkAboutRESOLUTION NO. 2015-18 RESOLUTION NO. 2015-18
A RESOLUTION TO ENTER INTO A SERVICES AGREEMENT WITH
ICOMPASS TECHNOLOGIES INC. FOR THE MEETING
MANAGER PRO SOFTWARE PACKAGE
WHEREAS, the City of Fairfax has desires to purchase the Meeting Manager Pro
Software Package from iCompass Technologies Inc.; and
WHEREAS, iCompass Technologies Inc. has agreed to provide Meeting Manager Pro
software, implementation, storage, training, coaching, support, with unlimited users for a quote
of$5,600.
NOW, THEREFORE, BE IT RESOLVED, that the City of Fairfax agrees to enter into
a Services Agreement with iCompass Technologies Inc. for Meeting Manager Pro software,
implementation, storage, training, coaching, support, with unlimited users.
BE IT FURTHER RESOLVED, by the City Council of the City of Fairfax, Iowa, that
the Mayor and City Clerk are hereby directed to certify this resolution of approval and the Mayor
and City Clerk are authorized to sign the Services Agreement from iCompass Technologies Inc.
for Meeting Manager Pro software, implementation, storage, training, coaching, support, with
unlimited users.
Passed and approved this 10th day of March 2015.
AYES: Beer, Frieden, Otto. Magers, and Wainwright
NAYS: None
Jason '1abe, Mayor
ATTEST:
Cy is Stimson, City Clerk/Treasurer #.•°'''��,X
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DocuSign Envelope ID:A96BE276-2E94-4FC4-9DBE-D458CB9EBF39
iCOMPASS SERVICES AGREEMENT
THIS SERVICES AGREEMENT (the "Agreement") is entered into as of the 1st day of June 2015(the
"Effective Date"), between iCompass Technologies Inc., a corporation with an address at Suite 801 2nd
Ave, Ste 800, PMB 8039,Seattle,WA, 98104 ("iCompass") and City of Fairfax,with an address at PO Box
337,Fairfax, IA, 52228-0337 (the "Customer").
IN CONSIDERATION of the agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, iCompass and Customer agree as follows:
1.0 BACKGROUND
(a) iCompass has developed a number of hosted application Services (the "Services") and
provides the Services to its customers to assist them in managing records, meeting,
information management and workflow activities.
(b) iCompass also provides implementation, training and support in relation to the Services.
(c) The parties wish to enter into this Agreement to set forth the terms and conditions by
which iCompass will provide, and the Customer will acquire the Services.
2.0 PERFORMANCE OBLIGATIONS
Each of iCompass and Customer will perform their respective obligations, as specified in this Agreement.
3.0 SCHEDULES
This Agreement consists of these cover pages and the following Schedules:
Schedule Title
A Terms and Conditions
B Relationship Contacts
C Services and Fees
D Implementation, Storage,Training, Coaching and Support
4.0 AUTHORITY
Each party confirms that it has read this Agreement and that it agrees to be bound by its terms and
conditions.
IN WITNESS WHEREOF iCompass and the Customer have executed this Agreement as of the Effective
Date.
City of Fairfax by its authorized signatory: iCompass Technologies Inc. by its authorized
signatory:
r—DocuSigned by: / DocuSigned by:
CIIIARua {twISbin --
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`_dna(ICIRQ1A514R k—FleA2r'7Qn2,65,105
Name:Cynthia Stimson Name: Rob Wycherley
Title:City Clerk /Treasurer Title: Director of Finance&Corporate Administration
Date: March 11, 2015 Date: March 11, 2015
a--DS
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SCHEDULE A - TERMS AND CONDITIONS
implementation, support, maintenance,
1. INTERPRETATION training,and hosting;
1.1 DEFINITIONS - Capitalized terms will have the b) acknowledges the recommended minimum
meaning ascribed thereto in Schedule A. system requirements;
1.2 ORDER OF PRECEDENCE - If there is any conflict c) will use the Services only in accordance with
with or inconsistency between the terms of this the normal operating procedures as advised
Schedule A and the terms of any other Schedule by the terms of this Agreement.
of this Agreement then the terms of this Schedule
A will take precedence to the extent of such 3. FEES AND PAYMENT TERMS
conflict or inconsistency.
3.1 The Customer will pay iCompass for the Services
1.3 SEVERABILITY- If any provision of this Agreement according to the Fees set out in Schedule C.
is held to be unenforceable, then such provision
will be deleted from this Agreement and the 3.2 Customer will pay any amounts related to the
remaining provisions will continue in full force and Services as per payment terms detailed on the
effect. The parties will in good faith negotiate a applicable invoice. Customer acknowledges that
mutually acceptable and enforceable substitute all iCompass invoices are payable upon receipt.
for the unenforceable provision, which substitute
will be as consistent as possible with the original 3.3 Customer acknowledges that while it can take its
intent of the parties. time on implementation this is not a valid reason
for withholding payment on any invoices.
1.4 CURRENCY- Unless otherwise indicated, all dollar Furthermore, the Customer will not withhold
amounts referred to in the Agreement are in payment on any invoices for any other reason.
American funds.
3.4 All invoices will be e-mailed to the Customer's
1.5 ENTIRE AGREEMENT-With respect to the subject Invoicing& Payment contact noted in Schedule B,
matter hereof, this Agreement, including the unless the Customer advises iCompass in writing
Schedules, constitute the entire agreement otherwise.
between the parties and supersede all prior
agreements, letters of intent, proposals, 3.5 All sales, use or goods and services taxes, customs
understandings and communications between the duties, withholding taxes or similar levies of any
parties,oral or written. kind arising with respect to the Services are the
sole responsibility of and will be paid by the
1.6 GOVERNING LAW - This Agreement will in all Customer without deduction from the amounts
respects be governed exclusively by and owing to iCompass under this Agreement.
construed in accordance with the laws of the
State of Iowa. 3.6 iCompass reserves the right to increase the
annual fees, as listed in Schedules C and D, on an
2. GENERAL OBLIGATIONS AND RESPONSIBILITIES annual basis. Increases will be the larger of the
12-Month Consumer Price Index (Not Seasonally
2.1 iCompass offers to provide the Services to the Adjusted), as published by the United States
Customer, and the Customer hereby accepts such Department of Labor, or five(5)percent.
offer, all in accordance with the terms and
conditions of this Agreement. 4. DATA OWNERSHIP AND CUSTOMER ACCESS
2.2 The Customer 4.1 The Customer will upload its digital data (the
"Data") to the iCompass servers in order to make
a) will provide iCompass access to any necessary use of the Services. Data also includes that
equipment, materials, information, facilities, created within the Services and stored on the
services, or accessories to assist with iCompass servers.
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4.2 Customer acknowledges that Data uploaded in 5. OWNERSHIP OF INTELLECTUAL PROPERTY AND
Word format is converted to HTML and stored by GRANT OF LICENSE
iCompass, and the Customer has the option to
also retain the source Word document. The 5.1 The Parties hereto acknowledge and agree that in
upload of Word documents to other Services are the course of providing the Services, iCompass
converted to HTML, retained in Word format by may provide the Customer with access to
default and stored by iCompass. Other file types intellectual property which is proprietary to
uploaded and all other Services are stored by iCompass (the "iCompass Intellectual Property").
iCompass and retained in their native format. Furthermore, during the Term in the performance
of the Services, the Customer may, either solely,
4.3 Customer acknowledges that the file types will be or jointly with iCompass, conceive of and/or make
supported, and that certain file types are not inventions, improvements, and/or discoveries
permitted to be uploaded to the Services. related to the iCompass Intellectual Property (the
"New Intellectual Property"). The Parties hereto
4.4 Customer acknowledges that the use of the acknowledge and agree that all rights, title and
Services is restricted to the employees of the interest in and to the iCompass Intellectual
Customer unless the Customer has received Property and the New Intellectual Property will
written approval in advance from iCompass to belong to iCompass.
provide other individuals with access to the
Services, such approval not to be withheld 5.2 iCompass grants the Customer a non-exclusive,
unreasonably. royalty-free licence to use the iCompass
Intellectual Property and the New Intellectual
4.5 The Customer acknowledges that it is solely Property during the Term (the "Licensed IP") in
responsible for the action of any persons the the performance of the Services only.This license
Customer provides access to use the Services to. shall terminate upon the expiration or earlier
termination of this Agreement for any reason
4.6 iCompass acknowledges and agrees that the Data whatsoever.
shall belong to the Customer and that the
Customer shall be deemed the primary custodian 5.3 The Customer will not copy, alter, modify or
of the Data. reproduce the Services and the Licensed IP or
documentation relating to the Services and the
4.7 iCompass shall not disclose the Data to any Licensed IP except to the extent otherwise
person or entity, except as approved by the authorized by iCompass.
Customer in writing or in accordance with
applicable public disclosure legislation, in which 5.4 The Customer acknowledges that there is no
case iCompass will give the Customer advance transfer of title or ownership to the Customer of
written notice at least 10 business days before the Services and the Licensed IP or any related
disclosure, or pursuant to an order of a court in documentation or any modifications, updates or
which case iCompass will give the Customer new releases of the Services and the Licensed IP
prompt written notice. In the event a request, or any related documentation.
demand or order for disclosure of the Data is
made other than as set out in the foregoing 5.5 The Customer will ensure that the Services and
sentence, iCompass shall forthwith return the the Licensed IP are protected at all times from
Data to the Customer. misuse, damage, destruction or any form of
unauthorized use, including any use for any
4.8 Upon the Customer's request and on payment of purpose that is unlawful or may cause iCompass
the Fees, iCompass will provide the Customer to violate any law or prohibition.
with a copy of the Customer's Data in a readable
format. 5.6 In addition to any other remedies available to
iCompass under this Agreement or otherwise, any
unauthorized use, alteration, modification,
reproduction, publication, disclosure or transfer
of the Services and the Licensed IP will entitle
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iCompass to any available remedy at equity and secrets, or under any patents or copyrights,
law against the Customer. except as expressly provided by the license
granted in this Agreement. Except as otherwise
6. CONFIDENTIAL INFORMATION provided in this Agreement, all Confidential
Information is provided by the Discloser on an "as
6.1 For the purposes of this Section, the following is" basis. The obligations of Recipient with
definitions shall apply: respect to any particular portion of Confidential
Information shall terminate(or shall not attach) in
a) "Confidential Information" means any any of the following cases:
information and materials concerning: any
agreements and terms between the parties; a) the Confidential Information was available to
the nature and terms of the relationship the public at the time of Discloser's
between the parties; and the other party's, or communication to Recipient;
its suppliers or distributors, business plans,
finances, customers, technology, products b) the Confidential Information was available to
and/or services, Customer Intellectual the public through no fault of Recipient
Property, Customer Data, iCompass subsequent to the time of Discloser's
Intellectual Property and New Intellectual communication to Recipient;
Property, identified as or which from the
circumstances surrounding disclosure should c) the Confidential Information was in
be understood by the receiving party to be Recipient's possession free of any obligation
confidential and of substantial value to the of confidence at the time of Discloser's
disclosing party, which value would be communication to Recipient;
impaired if such information were improperly
used or disclosed to third parties. d) the Confidential Information was
independently developed by Recipient;or
b) "Discloser" means a party disclosing
Confidential Information; e) the Confidential Information's disclosure is
required by law, valid subpoena, or court or
c) "Recipient" means a party receiving government order, provided, however, that
Confidential Information; Recipient provides prompt notice of such
required disclosure and Recipient shall have
6.2 Pursuant to this Agreement,each party may,from made a reasonable effort to obtain a
time to time, furnish the other party with certain protective order or other reliable assurance
Confidential Information. To the maximum extent affording it confidential treatment and
permitted by applicable law, Recipient will use the limiting its use solely for the purpose for
same care to avoid disclosure of any Confidential which the law or order requires;or
Information as it uses with its own similar
confidential information which it does not wish to 6.3 Discloser understands that Recipient may develop
disclose, but such standard of care shall not be information internally, or receive information
less than a reasonable standard of care. To the from other parties, that may be similar to
maximum extent permitted by applicable law, Discloser's information. Accordingly, nothing in
Recipient shall not disclose the Confidential this Agreement shall be construed as a
Information to any persons other than its representation or inference that Recipient will not
directors, officers, employees, agents, independently develop products, for itself or for
professional advisors or other representatives others, that compete with the products or
who have a need to know the Confidential systems contemplated by Discloser's information.
Information, who have been instructed that it is
Confidential Information, and who are under an 6.4 Promptly upon a Party's written request, the
obligation of confidentiality substantially similar other Party will deliver to the requesting Party all
to the terms of this section prior to such documents and other materials in its possession
disclosure. The disclosure of Discloser's or control which belong to the requesting Party or
Confidential Information does not grant to the which contain, reveal, or embody any of the
Recipient any license or rights to any trade Requesting Party's Protected Information,and will
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iii) the infringement is not solely caused by the 11. NON-COMPETITION
Customer's instructions or modifications to
the Services and the Licensed IP;and 11.1Customer covenants with iCompass that
Customer shall not, without the prior written
iv) the Customer permits iCompass to, at consent of iCompass,at any time during the Term,
iCompass' option, provide a work-around or for a period of 2 years following termination,
solution, procure a license, substitute an whether directly or indirectly, whether personally
alternate product of equivalent functionality; or on behalf of any other person or vendor, solicit
or any customers of iCompass in an effort to sell to
the iCompass customers services competitive in
b) any action by a third party against the nature to those offered by iCompass at that time.
Customer that is based on any negligent act
or omission or wilful conduct of iCompass 12. GENERAL
that results in bodily injury, sickness, disease
or death, or injury or destruction to tangible 12.1COMMERCIAL USE -Customer acknowledges that
property. this Agreement is for a commercial application
and the Customer acquires no rights to the
10. TERM AND TERMINATION Licensed IP,except as set out in this Agreement.
10.1TERM-The initial term of this Agreement shall be 12.2FORCE MAJEURE -A party is not liable under the
3 year commencing on the Effective Date, which Agreement for non-performance caused by
shall automatically renew for a further period of events or conditions beyond that party's control,
one year upon each expiry of the then current if the party makes reasonable efforts to perform.
term, unless either party provides written notice This provision does not relieve either party of its
to the other party of its intention not to renew at obligation to make payments then owing.
least 90 days prior to the end of the then current
term. 12.3WAIVER OR DELAY-Any express waiver or failure
to exercise promptly any right under the
10.2TERMINATION - If, for any reason during the first Agreement will not create a continuing waiver or
6 months after purchase, the Customer is any expectation of non-enforcement.
dissatisfied with the Software, Implementation or
Services provided by iCompass, all funds will be 12.4ASSIGNMENT - Neither Party may assign or
refunded and future commitments waived. otherwise transfer any of its rights or obligations
Following the first 6 months, either party may under the Agreement without the prior written
terminate this Agreement, at its option, with 30 consent of the other Party, which consent will not
days' written notice. On termination of this be unreasonably withheld.
Agreement, iCompass shall ensure that all Data is
erased and removed from every item of 12.5NOTICES AND MODIFICATION-Notices under the
equipment or from products used in providing the Agreement may be delivered by hand, by mail, by
Services and all media that it has been installed, e-mail or by facsimile to the address specified on
downloaded or otherwise put on. Page 1 of this Agreement, or to such other
addresses as the parties may from time to time
10.3SURVIVAL - Expiration or earlier termination of inform each other by notice hereunder. No
the Agreement, in whole or in part, through any modification to the Agreement will be binding,
means and for any reason shall not relieve the unless in writing and signed by an authorized
parties of any obligation accruing prior thereto, representative of each party.
including, but not limited to, the obligations to
pay all invoices outstanding as of the date of 12.6AGREEMENT IS BINDING - This Agreement will
termination. Notwithstanding the expiration or endure to the benefit of and be binding upon the
earlier termination of the Agreement, in whole or parties and their respective successors and
in part, the provisions relating to termination, assigns.
confidentiality, warranty, and indemnity shall
survive such expiration or earlier termination. 12.7COUNTERPARTS - This Agreement may be
executed in counterparts and by facsimile and e-
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mail, and when each counterpart is signed by all other parties, the counterparts together shall
parties and delivered, faxed or e-mailed to the constitute one and the same Agreement.
SCHEDULE B - RELATIONSHIP CONTACTS
The following contacts have been assigned to this relationship:
(a) Business Relationship:
iCompass: Leon Rogers Customer:Cynthia Stimson(City Clerk/Treasurer)
Phone: 250-851-9401 Phone: 319-846-2204
Fax: 250-851-9402 Fax:
E-Mail:Irogers@icompasstech.com E-Mail:fairfax@southslope.net
(b) Implementation&Training:
iCompass:Alex Richards Customer:
Phone: 250-851-9401 Phone:
Fax: 250-851-9402 Fax:
E-Mail:arichards@icompasstech.com E-Mail:
(c) Invoicing&Payment:
iCompass: Rob Wycherley Customer:
Phone: 250-851-9401 Phone:
Fax: 250-851-9402 Fax:
E-Mail: rwvcherlev@icompasstech.com E-Mail:
(d) Special Alerts Contact(CUSTOMER):
Customer:
Phone:
Fax:
E-Mail:
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SCHEDULE C - SERVICES AND FEES
iCompass shall provide the following Services to the Customer for the Fees indicated:
1( Meeting Manager Pro(MMP):
o Year 1 Fee:$5,600.00
o Year 2+Fee:$2,675.00
MMP includes the following modules:
• Meeting Manager(unlimited Meeting Types)
o Agenda&Agenda Notes
o Minutes
• Action Tracking
o Meeting Tracker+Report Tracker
o Output Document Capability(1 for each Tracker,if applicable)
• Records Center
o Records Center Custom Banner
o Records Center Connector
o Records Center Enterprise Search
• SharePoint Connector,Laserfiche Connector,Granicus Connector(if applicable)
• AgendaPro
• CivicWeb Portal
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SCHEDULE D - IMPLEMENTATION, STORAGE, TRAINING, COACHING & SUPPORT
Implementation:
• Success Plan
• Configuration
• MM&MMP ONLY-#of Meeting Templates:2
• ACTION TRACKING-Basic Set-up-Includes configuration of 2 Trackers
• CWP -Basic Setup—Configuration of agendas and minutes for portal access
Storage:
• Storage Allocation:Unlimited meeting related content and up to 10 GB of storage is included in the fees set out in this
Agreement. Additional storage can be purchased as required.
Training:
• Year 1: Unlimited
• Years 2+:Unlimited
• Product Training can only be requested by one of 3 individuals who are registered with iCompass as Authorized
Champions.
• All Product Training will be provided via our MAX20 Training Program-on-line,workshop style training with an instructor
leading each module—unless otherwise agreed to.
Coaching Sessions:
• Year 1: Unlimited
• Years 2+:Unlimited
• Coaching Sessions can only be requested by one of 3 individuals who are registered with iCompass as Authorized
Champions.
• All Coaching Sessions will be provided in 30 or 60 minute increments, on-line, and with an instructor leading the session—
unless otherwise agreed to.
Support:
• Year 1: Unlimited
• Years 2+:Unlimited
• Support can only be requested by one of 3 individuals who are registered with iCompass as Authorized Champions.
• Only Authorized Champions will receive support—inquiries from others within the Customer's organization will be
directed to the Authorized Champions
• The Customer will commit to making best efforts to embrace self-help tools and documentation as provided within the
iCompass Customer Resource Center.
• Support requests will be documented and e-mailed to the Authorized Champion making such requests(as well as added
to the Customer Resource Center)so as to minimize similar support requests in the future.
Other Notes:
• License includes Unlimited Users
• Regular and Major Releases are included at no additional cost
• The Customer will commit to making best efforts to provide iCompass with a minimum of one week's notice of any
cancellation or rescheduling of participation within Refresher Training/Coaching Sessions.
• The Customer may cancel or reschedule a Coaching Session and/or participation in on-line Training twice with less than
one week's notice without penalty.After the second occurrence,there will be a$200 fee charged to the Customer for
each subsequent occurrence.