HomeMy WebLinkAbout25A - AGMT DOC MGMNT SYSTEMSREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
MAY 15, 2018
CLERK OF COUNCIL USE ONLY:
TITLE:
APPROVED
APPROVE AGREEMENT WITH BLUE
0❑
TECHNOLOGIES SMART SOLUTIONS TO
INSTALL AND IMPLEMENT WANAGE
p
DOCUMENT MANAGEMENT SYSTEMS
0
{STRATEGIC PLAN NO. 7,5}
RECOMMENDED ACTION
As Recommended
As Amended
Ordinance on 151 Reading
Ordinance on 2nd Reading
Implementing Resolution
Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and the Clerk of the Council to execute an agreement with Blue
Technologies Smart Solution (BTSS), upon approval by the City Council, to install and implement
iManage Document Management Systems, for a term beginning June 1, 2018 through July 31,
2021, subject to non -substantive changes approved by the City Manager and City Attorney. The
June 1, 2018, start date reflects the implementation period with a scheduled start date for the
iManage system to be functional by August 1, 2018. The effective period for the iManage
subscription will be a three (3) year period from August 1, 2018 until July 31, 2021. The total
amount to be expended for the term of the agreement shall not exceed $120,845, which includes
a contingency amount of $12,000 to pay for additional services related to the implementation costs.
DISCUSSION
In 2016, the City Attorney's Office renewed its agreement with Thompson Reuters, a subsidiary of
West Publishing Corporation, for its legal management and research software services known as
Concourse and Westlaw Next. Concourse has provided to the City Attorney's Office ("CAO") a
legal and document management system to maintain its case files, legal research and related
materials to allow the department a method to provide reliable and efficient methods to locate case
materials: Unfortunately, the CAO has met with repeated and on-going technical difficulties in the
use of Concourse which were not able to be resolved with Thompson Reuters.
In early 2017, the CAO requested presentations and quotes from three different vendors in the
industry to replace Concourse as a legal management system. The CAO focused its search on
several factors including: Ease of Use; Innovation in the Industry; Mobile Capabilities and the broad
application of the management systems for use within the department for the various work handled
involving litigation and transactional law.
25A-1
Agreement with Blue Technologies Smart Solutions
May 15, 2018
Page 2
After review, the CAO determined that the iManage Document Management Systems, offered by
Blue Technologies Smart Solutions, was the best fit for the department. iManage is an industry
leader in the legal profession that will not only provide the department with a proven and efficient
document management system, but it will be one with mobile capabilities, ease of use and data file
sharing technologies that other data management companies are just catching up to.
The costs for the implementation and installation of the system are the largest cost factors to the
agreement at $36,845. In addition, the CAO requests a contingency amount of $12,000 to cover
unforeseen costs and services provided at the sole discretion of the City. This will allow the CAO
to work with Blue Technologies to design the system to fully match City requirements for current
and future years. Subscription costs to the iManage system are $24,000 annually.
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City' s effort to meet Goal# 7- Team Santa Ana, Objective 5
create a culture of innovation and efficiency within the organization).
FISCAL IMPACT
Funds are available in the City Attorney's Contract Services -Professional account (no. 01108032
— 62300) for FY 2017-18, and will be budgeted in future fiscal years as follows:
Fiscal Year
Amount
2017-18
$36,845
2018-19
$36,000
2019-20
9
$24,000
2020-21
$24,000
Total
$120,845
APPROVED AS TO FUNDS AND ACCOUNTS:
,,Z \X 144. 11 `L� � ,
Sonia R. Carvalho Francisco Gutierrez
City Attorney Executive Director S 'n
City Attorney's Office Finance & Management Services Agency
Jac iulla
Chi Technology Innovations Officer
Inf mation Technology
Exhibit: 1. Agreement with_Blue Technologies Smart Solutions LLC
25A-2
■
IU' e Technolo
ies
i to
Smart Solutions
COMMITMENT TO EXCELLENCE - EVERYDAY
iManage GOLD Partner
Proposal for:
City of Santa Ana/City Attorney's
Office
Project:
iManage Cloud - Professional
Services and Training
Prepared by:
David Cramer
Manager, Business Development
Prepared on:
April 191h, 2018
2SA=3 -
BlueJOChnolooles
Smart Solutions
Legal and Professional Services
Table of Contents
Solution Overview.............................................................................................
4
WHY IMANAGE WORK AND BTSS?.................................................................................4
FEATURES: ........................................................................................................
4
ProjectParameters............................................................................................
6
ProjectPlan.....................................................................................................
7
DESIGNPHASE....................................................................................................7
IMPLEMENTATION PHASE..........................................................................................7
FOLLOW-UP PHASE...............................................................................................8
ADMINISTRATOR TRAINING........................................................................................8
SUPPORTCENTER.................................................................................................8
PROJECTMANAGEMENT...........................................................................................8
(Manage Cloud Pricing........................................................................................
9
Professional Services and Training.......................................................................10
Estimated Pricing Summary ................................................................................12
Termsand Conditions........................................................................................12
Acceptance - City of Santa Ana/City Attorney's Office..............................................12
TERMS AND CONDITIONS OF SALES AGREEMENT........................................................
13
Copyright and Confidentiality Notice
Material contained In this document Is proprietary to Smart Solutions and Blue Technologies Smart Solutions LLC and
Is to be treated confidentially by all recipients. Acceptance of delivery of this material constitutes acknowledgment
of the confidential relationship under which disclosure and delivery are made. No port of this publication may be
reproduced or transmitted In any farm or by any means, electronic or mechanical, Including photocopy, recording, or
any information storage and retrieval system without permission in writing from Blue Technologies Smart Solutions
LLC 5885 Grant Avenue, Cleveland, ON 44105.
Blue Technologies5mart Solutions LLC, Confidential
25A-4
Page 2 oJ15
BIORTechnologles
Smart Solutions
,•a..°�,., a• Legal and Professional Services
April 191, 2018
City of Santa Ana/City Attorney's Office
Mr. David Quintana
20 Civic Center Plaza, M-29
Santa Ana, CA 92701
Dear Mr. Quintana,
Blue Technologies Smart Solutions, LLC ("BTSS") is pleased to present this proposal to the City
of Santa Ana/City Attorney's Office for iManage's Document Management System. We are
eager to work with you to improve your document management and collaboration environment
using the iManage Cloud solution, and we appreciate your consideration.
BTSS has been a strategic GOLD level partner with iManage for over 18 years providing product
marketing and sales, project design, implementation, training and support. BTSS has a wide
array of experience with iManage projects ranging from a 5 -user installation to a 5,000 -user
global law firm rollout.
Thank you again for considering BTSS and iManage for your document management needs. We
are excited about the opportunity, and committed to working with you to provide you with a
reliable and effective document management solution. Please direct any questions to my
attention.
Sincerely,
David Cramer
Manager, Business Development
Legal and Professional Services
216.271.4800
dcramer@btohio.com
llfue Techaologies5mort5olutions LLC, Confidential
j Page 3 of 15
25A-5
014jechoolooles
Smart Solutions
Legal and Professional Services
Solution Overview
City of Santa Ana/City Attorney's Office has requested a pricing proposal for software,
professional services and training from Blue Technologies Smart Solutions, LLC ("BTSS") for
design, implementation and training services for implementing a document management
solution utilizing the iManage Cloud Document Management System.
Why iManage Work and BTSS?
iManage is a market leading solution suite from the largest and most stable software company
in the legal vertical. Over 70% of law firms globally use this product suite. It is recognized by
ILTA (international law technology group) as being the legal market leader and having the most
growth year on year. Visionary law firms choose iManage Work not just for its ease of use,
reliability, technology innovation and market leading functions and features, but for the
company's strong strategic vision, financial strength, large investment in legal technology RIiD
and ability to provide a full spectrum of related legal focused solutions to meet any need that
the law firm may encounter in future. For this reason, many law firms have written off
significant existing investments in competing technology products and made a strategic
decision to invest in IManage Work.
BTSS is a long-term strategic and premium Gold level partner with iManage providing business
analysis and advice, software, services and third -party add-ons to deliver a complete solution
and ongoing support to the customer. We have a dedicated support center for Work and related
legal solutions functional and technical support.
Features:
This solution when fully implemented will allow City of Santa Ana/City Attorney's Office the
following major functionalities:
• Ability to import existing and new documents into a secure, scalable repository and
work with these documents in a Matter Centric (aka 'Work Product Management')
i
model.
• Ability to create new versions of documents and to have version information captured
in the document footer in MS Office applications.
• Ability to full text index all document versions and have all versions full text
searchable.
• Ability to create secure workspaces and folders based on templates.
• Ability to create multiple independent document libraries.
• Ability to import electronic content like MS -Office documents, email, video clips,
images, pictures, sound files, Acrobat files, faxes, text files and other electronic
formats into the Work repository.
• Full -featured user-friendly document management functionality including
comprehensive content search (full text and meta -data search), retrieval capabilities,
and related documents.
• Outlook integrated Email -filing capability; suggestive filing (Send rt File / File to Work)
• Robust security management of content.
• Detailed audit trails on document access and modification.
Blue Technologies5mortSolutions LLC, Confidential
25A-6
Page 4 of 15
i
BIoe�jTechoologies
Smart Solutions
Legal and Professional Services
• Modernized Web and Mobile UI for 'Amazon - like' experience
• Secure file collaboration with external parties (Share)
• OCR service
Blue Technologles Smart Solutions Ur, Confidential
Page 5 oJ15
- 2-5A-7 -
810-6�Technolooles
Siunrt Solutions
Legal and Professional Services
Project Parameters
The following requirements and details have been specified by City of Santa Ana/City
Attorney's Office at this stage and will be used as the preliminary design basis:
Client Workstations
While it is to be determined the exact client software mix City of Santa Ana/City Attorney's
Office will provide to the users, commonly legal assistants and staff will have desktop
integration, email management and web whereas the attorneys and paralegals will have all
software.
End User Training
BTSS will provide end user training and include curriculum.
Tools
BTSS has found the need to utilize third party tools and customizations with some iManage
Work deployments. The two areas where we find these needs generally are the matter
workspace creation/management process and legacy document import. BTSS sells and
Implements a variety of these tools, plus we have created our own utilities and we have an
application development team for custom development needs. We prefer to not recommend
third party tools or customizations until the Design Phase is complete. While we realize the
price of such tools vary greatly, it's our philosophy that we truly need to understand the
customer's requirements including budget considerations prior to recommending a solution.
Blue Technologles SmaltSolutions LLC, Confidential
Page 6 of 35
25A-8
Number of users:
15
Physical locations (offices):
1
Platform:
Windows/Intel
Email system:
Outlook / Exchange
Current DMS Solutions
Prolaw, Thomson Reuters
Concordance, Citylaw, Windows
file share
City software selected:
Desktop integration + Email
Management + Modern Web +
Mobility + Offline + Secure file
I collaboration
Client Workstations
While it is to be determined the exact client software mix City of Santa Ana/City Attorney's
Office will provide to the users, commonly legal assistants and staff will have desktop
integration, email management and web whereas the attorneys and paralegals will have all
software.
End User Training
BTSS will provide end user training and include curriculum.
Tools
BTSS has found the need to utilize third party tools and customizations with some iManage
Work deployments. The two areas where we find these needs generally are the matter
workspace creation/management process and legacy document import. BTSS sells and
Implements a variety of these tools, plus we have created our own utilities and we have an
application development team for custom development needs. We prefer to not recommend
third party tools or customizations until the Design Phase is complete. While we realize the
price of such tools vary greatly, it's our philosophy that we truly need to understand the
customer's requirements including budget considerations prior to recommending a solution.
Blue Technologles SmaltSolutions LLC, Confidential
Page 6 of 35
25A-8
RR
echnologies
Smart Solutions
-• ^� 'n' ° Legal and Professional Services
Project Plan
The proposed Document Management project will utilize a phased project plan to assure a
successful iManage Cloud implementation. The goals of these phases are to design, build, and
Implement a document management system. BTSS will perform these functions based on a
timeframe approved by City of Santa Ana/City Attorney's Office and BTSS.
Design Phase
The Design Phase takes into consideration the strategic goals as well as the operational,
technical, and budgetary requirements. The goal is to produce a comprehensive system design
and implementation plan that ensures that the enterprise goals are met. Considerations in the
design phase include: business workflow, usability and training, and network resources. Also,
considered will be the goals for growth.
In determining an initial budget, certain assumptions have been made that underlay the scope
of work for this project. Although these assumptions may be challenged and reconsidered
during the design phase, making changes to the general assumptions as outlined within this
proposal may result in a change to the project scope and therefore an increase or decrease in
the overall project budget. Items that will be considered in the final design will include the
following:
• Application Integrations
• Design of all Profile screens and definition and usage of all meta -data fields
• Definition of all electronic files (workspaces) and folder structure
Desktop client customizations
• Plans for security as related to workspaces, folders and documents
• Implementation Plan
• Training Plan
• Document Conversion Analysis
During the Design Phase, our BTSS/s will discuss various design options, including all the above
items. They will also evaluate current infrastructure and any design changes that may be
required. Based on our analysis, we will provide recommendations for additional software that
may be required to properly run iManage Work and meet City of Santa Ana/City Attorney's
Office needs.
Implementation Phase
During the Implementation phase, software is configured and tested per the mutually agreed
upon Design. All users are trained and client software will be loaded on a user test workstation
and tested. City of Santa Ana/City Attorney's Office will be responsible for workstation client
software rollout.
Blue 7echnologiesSmoRSolutlans LLC Confidential
25A-9
Page 7 of 15
glue -Technologies
Smart Solutions
Legal and Professional Services
Follow -Up Phase
During the Follow-up Phase, BTSS will have iManage BTSS/s available after implementation to
provide floor support, answer questions, correct minor issues, and make sure that City of
Santa Ana/City Attorney's Office objectives were completely achieved.
Administrator Training
The budget includes basic administrator training conducted by a BTSS BTSS.
Support Center
This provides functional ("how-to"), administrative plus technical support tailored to City of
Santa Ana/City Attorney's Office environment for iManage administrators/users and is
delivered from our offsite support center. Clients are provided a toll-free support phone
number and email address.
$500 per month, 11t (3) months are pre -paid then monthly thereafter; can cancel with
30 days' notice.
8:00 am to 5:00 pm Pacific Time, Monday through Friday, non -holiday coverage.
Project Management
A Project Manager (PM) will be assigned to your project. The PM's role is to act as a liaison
between City of Santa Ana/City Attorney's Office and BTSS' BTSSs. Responsibilities include
participating in the kickoff meeting, providing BTSS contact information and taking summary
notes during the initial call. The PM will create your project in AutoTask, a cloud -based
application, to monitor project tasks, timeline and budget. A client portal will be opened to
allow you to follow the project and issue tickets if necessary. AutoTask is a transparent
solution allowing for dual party accountability. The PM will also schedule project meetings and
provide weekly project summaries if necessary. All of the PM activities are fixed fee, including
the BTSSs participation in the project kickoff and review meetings.
Blue Technologies Smart Solutions LLC, Confidential
25A-10
Page 8 of 15
Oilechnologies
Smart Solutions
Legal and Professional Services
Manage Cloud Pricing
Description
Cost
iManage Cloud Service Starter Bundle for 20 users
$2,000/month
(minimum purchase)
Note: This is
Enables the following user functionality:
a savings of
- Desktop integration with authoring applications
$500 per
- Email management
month /
- Offline access to documents and emails
$18,000 over
- Web and Mobile interfaces
the 3 -year
- External collaboration using iManage Share
term.
- Web admin interfaces
Includes the OCR service
"includes 400 GB of Work storage
" Disaster Recovery - All data backed up to a
secondary data center
• 3 -year term
'Invoiced annually in advance
Base Service Includes:
• AIL backend application support, administration and upgrades.
• Access to iManage support for software issues
Notes:
I
• Additional Storage - $.50/GB/month in excess of the monthly subscription allocation
• Additional Users - $125/user/month - each additional user increases the Work storage
pool by 20GB
• Minimum annual billing is $24,000 per year.
• Refer to iManage Cloud Services Agreement for iManage's terms at the link below:
https://support.imanage.com/worksite/iManage Cloud Services Agreement (US Version).pdf
• Pricing does not include applicable taxes.
j Pricing expires 5/25/2018.
I
Blue. Technologies SmortSolutions Ur- Confidential
Page 9 of 15
25A-11
Bloe)Technologles
Smart Solations
Legal and Professional Services
Professional Services and Training
Description
Est.
Est. Cost
Comment's
Time (hours)
Design meeting/s with City of
32
Onsite - 2 BTSSs
Santa Ana/City Attorney's Office
Matter Centric Design
24
Provides 2 templates per
practice group and 2 admin
templates.
Document conversion - analysis
10
Deliverable is Conversion
only (document repositories
Design + budget to perform
include Prolaw, Concordance, City
conversion
Law and Windows file shares)
Workspace creation using standard
12
Add 16 hours if automate
iManage features
process by pulling data
from data source
Implementation:
38
Create registry setting. 1
Workspaces
client only; customer
Templates
responsible for client
Metadata
software rollout.
Server and security set up
Client software
Testing and troubleshooting
4
As needed.
Rollout
16
Onsite floor support +
technical support.
Basic Administrator training
4
End user training - 15 students - 2
12
Includes curriculum
classes - onsite
Project management
$4,945
Fixed Fee
Estimated Professional Services 12
$35,345
Discounted rate - $200/hr
Training
(regular rate is $225)
Notes/Assumptions:
• Integration services will be provided for Acrobat Reader, Microsoft Word, Excel, PowerPoint,
and Outlook.
• Above budget does not include a Pilot. Add 16 hours if a Pilot is desired.
Document import analysis only is budgeted. Upon completion of the analysis customer will
receive Conversion Design Document plus the budget to perform the document conversion.
• Assumes BTSS will have remote access to the test workstation/s.
• Pricing does not include applicable taxes or travel expenses.
• Installation effort assumes installation in a Production environment only. Installation in
separate test/certification environments will require additional effort.
Blue Technologies Smart Solutions LLC Confidential
25A-12
Page 10 of 15
016)T8001001e9
Smart Sohltiotis
Legal and Professional Services
Optional software:
RBRO EasylD (aka document ID)
$2,500 software
$500 maintenance
$3,000 Total
Blue Te hnologles SmattSolutions UG Confidential
Page Zl of 25
- - - - 25A=1-3 -
BIgUechnolooies
Smart Solutions
Legal and Professional Services
Estimated Pricing Summary
Pricing expires 5/25/18.
Services shall commence on June 1, 2018 and continue through July 31, 2021. City agrees
to pay BTSS/iManage at an amount not to exceed $120,845 for all services related to the
Implementation and subscription of the iManage systems. These costs include the annual
iManage service billed annually at $24,000. Implementation of the systems via the services
and training at $35,345 and the support plan at $1,500. The sum of the NTE amount shall
also include a contingency amount of $12,000 for additional costs and services requested
at the sole discretion of the City and travel costs for these services.
Rates
Except where Indicated, all professional services are billed on a time and materials basis per
the table below and actual costs may vary from the estimates provided by up to 20%. Ongoing
professional services will be provided on a time ti materials basis per the terms and conditions
in this agreement.
Terms and Conditions
Professional Services for offsite work are billed in 15 -minute increments. Minimum onsite
billing is 8 hours. Travel time is charged at one-half the regular rates. Rates are subject to
change on subsequent notice from BTSS. Estimates do not include applicable taxes, fees,
expenses (including travel and travel time cost) and administrative costs. Expenses (including
lodging, meals, parking, airfare, travel time and other travel) and administrative costs are
billed as actual amounts. Auto travel is billed at the IRS approved business rate. All
professional services are billed monthly. Terms are net thirty (30). Additional terms and
conditions of sale are included in the attached "Terms and Conditions of Sales Agreement."
Acceptance - City of Santa Ana/City Attorney's Office
Blue Technologies SmartSolutlons RC, Confidential
i
25A-14
Page 12 of 15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
MARIA HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
jezl.. K- Cv7�
SONIA R. CARVALHO
City Attorney
City Attorney's Office
CITY OF SANTA ANA
RAUL GODINEZ II
City Manager
BLUE TECHNOLOGIES SMART
SOLUTIONS LLC
By:
Title:
25A-15
BIu3ITechnolooles
Stuart Solutions
Legal and Professional Services
TERMS AND CONDITIONS OF SALES AGREEMENT
1. PRICES: Prices maybe subject to change without notice until a purchase order is accepted by BTSS.
2. PAYMENT TERMS: City will pay all monies in US dollars, due in accordance with the stated terms. BTSS has no obligation to
provide any additional notification of amount due except for this agreement. if full payment is not made within the stated time
period, any discount will be voided and full retail price prevailing at the time of sale will be due. Under all circumstances,
overdue balances will accrue a late fee charge on the outstanding balance at a monthly rate of 1%%,18%per annum. If you
i
pay your balance via credit card after 15 days of Invoice date, a 3% credit card processing fee will be added to the charge.
3. SHIPPING AND DELIVERY: Unless stated otherwise, the price is for pickup at BTSS' point of business. Once delivered, all risk of
loss is with the City. If City does not take delivery within thirty days after notification by BTSS, this agreement maybe cancelled
and City's deposit retained by BTSS as liquidation of damages.
4. DELAYS: BTSS is not liable to City for any damages, including consequential damages, for any delay in or non-delivery due to
anything beyond BTSSs' reasonable control.
S. DAMAGES: BTSS will not be liable to City for any damage caused by goods or services purchased by this agreement. BTSS
makes no warranties of any kind pertaining to the fitness for any particular use and shall not be liable for any loss or damage,
directly or Indirectly, or from any training or training material received, arising from the use of goods, or for consequential
damages.
6. LIMITATION OF LIABILITY AND WARRANTY: City will indemnity and hold harmless BTSS from any loss, claim or damage to
persons or property arising out of this agreement including, but not limited to City's loss of use of product, loss of time, loss of
data or information of any kind, intermption of business, removal and installation charges, loss of profits, money or goodwill,
and payments of claims or judgments. This indemnity shall survive the term of this agreement. In any event, the liability of the
BTSS shall be no greater than the purchase price of this agreement. BTSS shall not be liable for any indirect, special, or
consequential damages arising out of this agreement. No obligations or liability shall arise out of BTSS' rendering of technical or
other advice in connection with the services rendered hereunder. BTSS provides a warranty of good workmanship with regard
to all service pro-vided under this policy. This warranty shall be the only warranty made by BTSS in lieu of all other warranties,
express or implied.
7. SUBCONTRACT: BTSS shall have the right to subcontract any or all of its responsibilities hereunder to one or more
subcontractors, but this shall not relieve BTSS of its responsibilities under this agreement.
S. CANCELLATION: If City cancels this agreement without allowing a reasonable time for delivery, the BTSS may: (1) Retain City's
deposit; and, (2) Use any other remedy available to BTSS under Ohio law to mediate damages.
9. RETURNS: All software sales are final. There is a minimum 151/ restocking charge for all other returned Items. Product will not
be accepted in return without first obtaining consent from the BTSS in writing. All returns must be complete and in original
package, complete with all packing materials.
10. SALES, USE, EXCISE, VATTAXES: BTSS is obligated to collect sales, use, excise, or VAT tax from ALL Clients In States and/or
Countries where BTSS is a tax withholding agent. For States and/or Countries where BTSS is not a tax withholding agent, you
are responsible for remitting Sales, Use, Excise or VAT taxes to your taxing authority directly. It is your responsibility to provide
the required documentation when submitting an order to claim an exemption. Taxes are charged based on the effective tax
rate at the time the invoice is processed. This may be different than the initial rate at which you were quoted. You must submit
re -sale or tax -exemption documentation from the State and/or Country in which you are doing business as well as each State
and/or Country In which you are shipping goods or receiving services. We are not obligated to refund taxes due to late
submission of tax exemption documentation. Submission of all appropriate lax exemption forms must be received by us before
we ship the goods or we provide the services. You will be liable for all taxes, surcharges or other charges imposed on the sale
of goods or provision of services by any taxing authority if tax forms are not received prior to the Invoice being Issued.
Requests for refunds of sales taxes must be submitted to the appropriate taxing authority directly.
11. NONSOLICITATION: During the Term, and for a period of twenty-four 124) months thereafter, City agrees not to directly or
Indirectly, solicit, recruit or employ any employee or subcontractor of BTSS without BTSS' prior written consent. City agrees
that, if it hires any employee of BTSS or its subcontractor during the period set forth above without written consent, It shall be
presumed that City solicited the employee and City shall pay to BTSS, as liquidated damages and not as penalty an amount
equal to the greater of $75,000 or 100% of the annual salary paid to that employee by BTSS or its subcontractor, plus all costs
Including attorney fees as may be incurred by BTSS in enforcing Section 11. Provided further, In the event that said employee
has executed an employment agreement with BTSS, said employment agreement shall remain in effect in accordance with its
terms and City shall so advise the employee In writing prior to hiring the employee.
12. ASSIGNMENT: City may not assign this Agreement. BTSS may assign this Agreement to its successor in interests or to a third
party acquiring substantially all of its assets or business.
Blue Technologies Smort Solutions LLC Confidential
Page 13 of 35
25A-16
Blue ,Techflologles
Smart Solutions
Legal and Professional Services
13. NONDISCLOSURE: The terms and conditions of this sales agreement are proprietary in nature to the BTSS and are not to be
disclosed to other parties outside the organizations of the BTSS and the City. Such disclosure, at the option of the BTSS, may
void this agreement.
14. SEVERABILITY: In the event that any provision of this Agreement or any word, phrase, clause, sentence or other provision
thereof should be held to be unenforceable or Invalid for any reason, such provision or portion thereof shall be modified or
deleted in such a manner so as to make this Agreement as modified legal and enforceable to the fullest extent permitted under
applicable law.
15. WHOLE AGREEMENT AND MODIFICATIONS: This agreement contains all the terms and conditions agreed to between City and
BTSS. No employee, representative or agent of BTSS has any authority to bind BTSS to any affirmation, representation,
modification or warranty concerning the services or material provided hereunder unless specifically Included within this
agreement as a written amendment executed by BTSS. This agreement cannot be modified unless both parties agree and a
written modification Is made.
16. REMEDIES,ATTORNEY'S FEES AND CONSENT TO JURISDICTION:
A. City acknowledges and agrees that in the event of a breach or threatened breach by the City of any of the provisions of
Sections 11 and/or 13 of this Agreement, BTSS shall have the right to Institute and prosecute proceedings in equity, or in
any court of competent jurisdiction, to obtain an Injunction to enforce the provisions of such Sections and to pursue any
other remedy to which BTSS may be entitled. The City acknowledges that BTSS's remedy at law for any of the City's
obligations under such Sections and such other terms of this Agreement as may be applicable will be inadequate, and the
City agrees and consents that temporary and permanent Injunctive relief may be granted In any proceeding which may be
brought to enforce any provision thereof, without the necessity of proof of actual damage.
S. If BTSS seeks a restraining order, an injunction or any form of equitable relief and Is awarded or recovers such relief. City
agrees to reimburse BTSS for reasonable attorney fees, court costs and other costs and expenses as may be incurred by
BTSS in enforcing any of the terms of this Agreement. The parties agree that this Is reasonable.
C. If BTSS shall obtain a final judgment of a court of competent jurisdiction, subject to no further appeal, pursuant to which
City shall be determined to have breached its obligations under this Agreement or made any misrepresentations, City
shall be entitled to recover, in addition to any award of damages, reasonable attorneys' fees, court costs and other costs
and expenses Incurred by BTSS when obtaining such judgment. Any relief awarded under this subsection C shall be in
addition to any relief awarded under subsection B.
D. If it is judicially determined that City has violated any of its obligations under Section 11, then the Nonsolicitation Period
shall be restarted as of the date of such judicial determination and shall run for a period of two years (2) from that date.
E. City hereby consents and submits to the exclusive jurisdiction of any local, state or federal court located In the County of
Cuyahoga and the State of Ohio for any proceeding against City for anyobligation under this Agreement and waives any
objection that it may now or hereafter have to venue or to the jurisdiction of any such court in any such action or proceeding or
any claim that any such court Is an inconvenient forum.
17. ARBITRATION: Except for a breach or threatened breach of Paragraphs 11 and/or 13 of this Agreement, any controversy arising
under or out of this Agreement shall be settled by arbitration In accordance with the commercial arbitration rales of the American
Arbitration Assoclation as administered through the Cleveland, Ohio office. The award rendered by the arbitrator shall be final and
judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof, including a federal
district court, pursuant to the Federal Arbitration Act. In preparation for the arbitration hearing each parry may utilize all methods of
discovery in the manner provided by said rules and/or by the Ohio Arbitration law. Judgment upon the award of the arbitrator may
be entered in any court of competent jurisdiction and enforced with full judicial effect thereafter.
18. CONSTRUCTION PERMITTED BY UAW: If the obligation of any covenant of the Employee contained herein is held to be too
broad to be enforced, such covenant shall be construed to create an obligation to the full extent permitted by Ohio law.
19. WAIVER OF BREACH: The Waiver by BTSS of a breach of any provision of this Agreement by City shall not operate or be
construed as a waiver of any subsequent breach by City.
20. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements, purchase orders, understandings and negotiations, whether oral or
written, between the parties hereto with respect to such subject matters. This Agreement may not be changed orally, but only
by an agreement in writing signed by the party against wherever enforcement of any action, change, modification or extension
Is sought.
21. INSURANCE
Prior to undertaking performance of work under this Agreement. BTSS shall maintain and shall require Its subcontractors, if
any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. BTSS shall maintain commercial general liability insurance naming the City, its
officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited
Blue Technologies Smort Solutions LLC, Confidential
Page 14 of 15
25A-17
Blu#3iechoolooles
Smart Solutions
Legal and Professional Services
to protection against claims arising from bodily and personal Injury, Including death resulting therefrom and damage to
property, resulting from any act or occurrence arising out of BTSS's operations in the performance of this Agreement,
Including, without limitation, acts Involving vehicles. The amounts of insurance shall be not less than the following: single
limit coverage applying to bodily and personal Injury, including death resulting therefrom, and property damage, in the
total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its
officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with
respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds
provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per
occurrence. Such Insurance shall Include coverage for owned, hired and non -owned automobiles.
c. Workees Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, BTSS, if BTSS
has any employees, Is required to be Insured against liability for workees compensation or to undertake self -Insurance.
Prior to commencing the performance of the work under this Agreement, BT55 agrees to obtain and maintain any
employees liability Insurance with limits not less than $1,000,000 per accident.
d. If BTSS is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions)
Insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the Insurance to be provided by BTSS pursuant to this section:
I. BTSS shall maintain all insurance required above In full force and effect for the entire period covered by this
Agreement.
it. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved
by the City.
iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in
any other material aspect without thirty (30) days prior written notice to the City
iv. Where the amounts or coverage provided by the certificates of Insurance provides coverage greater than
those listed by this Agreement, the amounts provided by the certificates of Insurance shall be Incorporated by
reference Into the Agreement.
V. BTSS shall supply City with a fully executed additional insured endorsement.
I. If BTS5 fails or refuses to produce or maintain the Insurance required by this section or fails or refuses to furnish the City
with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City
's election, to forthwith terminate this Agreement. Such termination shall not affect BTSS's right to be paid for its time
and materials expended prior to notification of termination. BTSS waives the right to receive compensation and agrees to
Indemnify the City for any work performed prior to approval of insurance by the City.
Blue Technologies Smart Solutions LLC, Confidential
Page 15 of 15
25A-18