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#08-5009 Assumption Agreement Extension (Hyland)
EXTENSION OF AGREEMENT 08-5009 for Enterprise Content Management Software Solution THIS EXTENSION OF AGREEMENT 08-5009 is entered into this day of , 2013, by and between Collier County, a political subdivision of the State of Florida, (hereinafter the "County") and Hyland Software, Inc., an Ohio Corporation (hereinafter "Hyland"). WITNESSETH WHEREAS, on July 22, 2008, Collier County entered into Contract 08-5009 with SIRE Technologies, Inc., a division of AlphaCorp, a Utah corporation ("AlphaCorp") for Enterprise Content Management Software Solution,hereinafter the"Agreement;"and WHEREAS, as provided in Paragraph 1 "COMMENCEMENT," the initial term of the Agreement was extended for additional one (1) year periods and will expire on September 1, 2013; and WHEREAS, on April 23, 2013, the County entered into an Assumption Agreement with Hyland Software,who by virtue of an asset purchase agreement, became the successor in interest to AlphaCorp in relation to the Agreement; and WHEREAS, a copy of the Agreement, all extensions thereto, and the April 23, 2013 Assumption Agreement are attached hereto at Exhibit A and are made a part of this Extension; and WHEREAS,the Parties wish to extend the term an additional five(5)years. NOW, THEREFORE, in consideration of the foregoing Recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties agree as follows: 1. The foregoing Recitals are true and correct and are incorporated by reference herein. 2. The Agreement is hereby extended to September 1,2018. 3. Except as modified by this Extension,the Agreement shall remain in full force and effect. If there is a conflict between the terms of this Extension and the Agreement, the terms of this Extension shall prevail. 1 IN WITNESS WHEREOF, the parties have executed this Extension on the date set forth above. FOR COLLIER COUNTY: ATTESTS '_' :,.�, BOARD OF COUNTY CO ISSIONERS DWIGHT E. BROCK,Clerk COLLIER C'UlcIT LO' DA its2,5...),..3ssct „ ry , i I erk GEORGIA • HI L ', ESQ. Attest as to' CHAIRWOMAN 1.1rl1of ,. FOR HYLAND SOFTWARE,INC.: 441110 — L ......_ V ►ice . By: • 1 Wiii i W.1 ti atur-) L-1-.) r ' • 'r �-(_' 5j) Z- 1 Z`-Ci` 1 Print Name/Title •jilt name) r. ' nlLJxi`t Li v 1 1 ess(signatur. SOFT IC4 RE c,ry) &oV \-- ) &• 1tl IwNal l�atc (print name) = LEGAL Approve •`` •rm a•• .:ality: +r/ . _ By: ..iIir,�,, Jeffr , ow Co • orney 2 AWE CERTIFICATE CERTIFICATE OF LIABILITY INSURANCE i DATE(MM/DD/YYYY) ii..—.../ 7/2/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Judy Milcinoyic Hylant Cleveland Ia/CC.NNo.Ext):216-447-1050 lac,No1:216-447-4088 6000 Freedom Square Dr, Ste 400 E-MAIL Independence OH 44131 ADDRESSjudy.milcinovic©hylant.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: -•- . 1 -• - •in•- 0281 INSURED HYLASOF-01 INSURER B Great Northern Insurance Co 0303 Hyland Software, Inc. INSURERC: _ Jim Hyland INSURER D: 28500 Clemens Road Westlake OH 44145 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:36856320 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DDIYYYY) LIMITS A GENERAL LIABILITY 35783325 7/2/2013 7/2/2014 EACH OCCURRENCE $1,000,000 DAMAGE X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $1,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,000 PERSONAL 8 ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 RO- POLICY jT LOC $ �! B AUTOMOBILE LIABILITY 73522883 7/2/2013 7/2/2014 COMBINED SINGLE LIMIT (Ea accident) $1 000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per accident) $ !. $ A X UMBRELLA LIAB _ OCCUR 79882068 7/2/2013 7/2/2014 EACH OCCURRENCE $1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 DED X RETENTION$0 $ B WORKERS COMPENSATION 71713993 7/2/2013 7/2/2014 X WC STATU- 0TH- ' A AND EMPLOYERS'LIABILITY Y/N 71738566 7/2/2013 7/2/2014 TORY LIMITS ER , - ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? ' (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) HSI#14595 Collier County Government is include as additional insured as required by written contract as respects General Liability.30 Day Notice of Cancellation will be given on the General Liability and Auto policies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Government Board of County ACCORDANCE WITH THE POLICY PROVISIONS. Commissioners 3299 Tamiami Trail East AUTHORIZED REPRESENTATIVE j Naples FL 34112 I ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD I I 1 6 E r. , G i EXHIBIT A t{" ASSUMPTION AGREEMENT n This Assumption Agreement is made and entered into as of fT rz( a3 , 2013, by and between Hyland Software, Inc., an Ohio corporation ("Hyland") and Collier County,a political subdivision of the State of Florida("Collier County"). WHEREAS, on July 22, 2008, Collier County entered into Contract 08-5009 with SIRE Technologies, Inc., a division of AlphaCorp, a Utah corporation ("AlphaCorp") for Enterprise Content Management Software Solution, a copy of which is attached hereto, together with Change Order #1 dated October 2, 2009, Change Order #2 dated May 27, 2011, and any extensions thereto,as Exhibit A,hereinafter collectively referred to as"Agreement;"and WHEREAS, Hyland hereby represents to Collier County that by virtue of an asset purchase agreement Hyland is the successor in interest to AlphaCorp in relation to the Agreement; and WHEREAS, the parties wish to formalize Hyland's assumption of rights and obligations under the Agreement effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: 1. Hyland accepts and assumes all rights, duties, benefits, and obligations of the Consultant under the Agreement, including all existing and future obligations to pay and perform under the Agreement. 2. Except as expressly stated, no further supplements to, or modifications of, the Agreement are contemplated by the parties. 3. Notice required under the Agreement to be sent to Consultant shall be directed to: CONSULTANT: Hyland Software, Inc. 28500 Clemens Road Westlake,Ohio 44145 Phone:440-788-5000;Fax: Attention: 4. Collier County hereby consents to Hyland's assumption of the Agreement. No waivers of performance or extensions of time to perform are granted or authorized. Collier County will treat Hyland as the Consultant for all purposes under the Agreement. 1 16E7 IN WITNESS WHEREOF,the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. FOR COLLIER COUNTY: ATTEST „VA;?D BOARD OF CO COMMISSIONERS DWIdtit.E:BROC.k,Clerk COLLIER COUNT" ,FLORIDA By;id r► I k st 2tAtte • ESQ. OMAN signatur F' ,-,,, FOR HYLAND SOFTWARE,INC.: �► . V By: 6.(i.,c itness(signat r Al 6re0n (� lGt_lban� ) V.P. '6Y€v c 1C-e Gor? Print Name/Title (print name) HYLAND Witn (signature) s��F7 WA�rr; ItiCal Date cj J r_. LEGAL (print name) Approved : to o and legal ffic "n' : 411 By: V1i 12/0 Jeffrey j.K;- 111,w County tto ey �l 2 C 16E 7 n-` .,..,ACC)14®® DATE 44........---- ATE(M CERTIFICATE OF LIABILITY INSURANCE 3/4/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ta-NatT NAME: Judy Milcinovic Hylant Group Inc=Cleveland (Arc°Nn Fa); 216-674-2503 I(A/C,No):216447-4088 6000 Freedom Square Drive, #400 ADDRESS, ludy.milcinovic@hylant.com Cleveland,OH 44131 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Federal Insurance Company 020281 INSURED • INSURER e:Great Northern Insurance Co. 020303 Hyland Software Inc. INSURER C: 28500 Clemens Road INSURER D:Vigilant Insurance Company 20397 Westlake, OH 44145 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LTR INSR WVD POLICY NUMBER (MMIDDNYYY) (MMIDDNYYY), LIMITS 15 jGGENERAL LIABILITY EACH OCCURRENCE f 1,000,000 A �` COMMERCIAL GENERAL LIABILITY X 35783325 07/02/12 07/02/13 DAMAGE EMISES(a occurrence) f 1,000,06 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 1 0,000 PERSONAL&ADV INJURY_ f 1,000,000 — GENERAL AGGREGATE f 2,000,000 GENT.AGGREGATE LIMIT APPLIES PER: PRODUCTS.COMP/OP AGG $ 2,000,00 POLICY PRO- -LOC f JECT AUTOMOBILE LIABILITY (En accident)SINGLE LIMIT $ 1,000,000 B X ANY AUTO 73522883 07/02/12 07/02/13 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS NON-OWNED PROPERTY DAMAGE $ _ HIRED AUTOS AUTOS (Per accident) f 'D X UMBRELLA LIAB X OCCUR 79882068 07/02/12 07/02/13 EACH OCCURRENCE $ 1,000,000 , EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 DED IX I RETENTION f 0 S WORKERS COMPENSATION X I TORY LIMITS I I ER AND EMPLOYERS'LIABILITY A ANY PROPRIETORIPARTNERIEXECUTIVE IY r NI NIA 71713993 07/02/12 07/02/13 E.L.EACH ACCIDENT f 1,000,000 B (Ma Igrlp ory in NH)EXCLUDED? 71738566 07/02/12 07/02/13 E.L.DISEASE-EA EMPLOYEE 8 1,060,000 If yearVescribe under 1,000,000,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) , HSI#14595 Collier County Government Center is include as additional insured as required by written contract as respects General Liability. 30 Day Notice of Cancellation will be given on the General Liability and Auto policies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Government Center AUTHORIZED REPRESENTATIVE 3301 Tammlami Trail, East atto,e Naples Fit_ ' eD 1985-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD o — 16E 7 E?sHIBIT A AGREEMENT08-5009 for Enterprise Content Management Software Solution THIS AGREEMENT,made and entered into on this_22nd_day of_July ,2008, by and between SIRE Technologies, Inc, authorized to do business in the State of Florida, whose business address is 3676 W.California Avenue,Unit B100,Salt Lake City,Utah 84104, hereinafter called the "Consultant" and Collier County, a political subdivision of the State of Florida,Collier County,Naples,hereinafter called the"County": WITNES SETH: 1. COMMENCEMENT. This Agreement shall commence after receipt of the Notice to Proceed,in the form of a letter from the Project Manager. This Agreement shall be for a one(1)year period from the Notice to Proceed date. The County may, at its discretion and with the consent of the Consultant, renew the Agreement under all of the terms and conditions contained in this Agreement for four (4) additional one (1)year periods. The County shall give the Consultant written notice of the County's intention to extend the Agreement term not less than ten(10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Consultant shall provide Enterprise Content Management Software and implementation services in accordance with the terms and conditions of RFP #08-5009 and the Consultant's proposal, as negotiated, referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Consultant and the County Project Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. THE CONTRACT SUM. The County shall pay the Consultant for the performance of this Agreement an estimated maximum amount of two hundred thirty-two thousand seven hundred twenty-seven dollars ($232,727.00), based on the prices set forth in Exhibit A, pursuant to the Payment Schedule attached as Exhibit B, subject to Change Orders as approved in advance by the County in writing. Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance:with Chapter 218, Florida Statutes, otherwise known as the "Local Government Prompt Payment Act". Consultant shall not invoice more often than every thirty(30)days. The contract sum is broken down as follows: Page 1of10 16E 7 1 Initial Software Cost: $159,635.00 Initial Maintenance Cost: $31,828.00 Consulting Services Cost: $24,480.00 Training $12,384.00 Travel Reimbursement Estimate: $ 4,400.00 4. NOTICES. All notices from the County to the Consultant shall be deemed duly served if mailed or faxed to the Consultant at the following Address: SIRE Technologies,Inc. 3676 W.California Avenue,Unit B100 Salt Lake City,Utah 84104 Attention: Jim Painter Telephone:801-997-8608 Facsimile: 801-977-875 All Notices from the Consultant to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department-Purchasing Building 3301 Tamiami Trail,East Naples;Florida 34112 Attention:Steve Camel!,Purchasing/GS Director Telephone: 239-252-8371 Facsimile: 239-252-6584 The Consultant and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 5. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Consultant or to constitute the Consultant as an agent of the County. 6. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, P.S., all permits necessary for the prosecution of the Work shall be obtained by the Consultant. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured Page 2 of 10 Ns 1 6 E 7 and paid for by the Consultant. The Consultant shall also be solely responsible for payment of any and all taxes levied on the Consultant. In addition,the Consultant shall comply with all rules,regulations and laws of Collier County,the State of Florida,or the U. S. Government now in force or hereafter adopted. The Consultant agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Consultant. 7. NO IMPROPER USE. The Consultant will not use,nor suffer or permit arty person to use in any manner whatsoever,County facilities for any improper,immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Consultant or if the County or its authorized representative shall deem any conduct on the part of the Consultant to be objectionable or improper, the County shall have the right to suspend the contract of the Consultant. Should the Consultant fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Consultant further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 8. TERMINATION. Should the Consultant be found to have failed to perform his services in accordance with the Consultant's submission to the County as per this Agreement, the County may terminate immediately for cause, further the county may terminate for convenience with thirty(30)days written notice. 9. NO DISCRIMINATION. The Consultant agrees that there shall be no discrimination. as to race,sex,color,creed or national origin. 10. INSURANCE. The Consultant shall provide insurance as follows: A. Commercial General Liability:Coverage shall have minimum limits of$1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Consultants;Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $300,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers'Liability with a minimum limit of$500,000 for each accident. Page 3 of 10 CP 16 E 71 Special Requirements: Collier County shall be listed as the Certificate Holder and included as art Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Consultant during the duration of this Agreement. Renewal certificates shall be sent to the County thirty(30)days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Consultant shall insure that all subConsultants comply with the same insurance requirements that he is required to meet. The same Consultant shall provide County with certificates of insurance meeting the required insurance provisions. 11. INDEMNIFICATION. To the maximum extent permitted by Florida Iaw, the Consultant shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including,-but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of the Consultant or anyone employed or utilized by the Consultant in the performance of this Agreement. This indemnification obligation shall not be construed to negate,abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 12. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Administrative Services Division. 13. CONFLICT OF INTEREST.Consultant represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Consultant further represents that no persons having any such interest shall be employed to perform those services. 14. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached component parts, all of which are as fully a part of the contract as if herein set out verbatim: Consultant's Proposal, Insurance Certificate, and RFP #08-5009 Specifi- cations/Scope of Services, and Exhibits A through F, attached hereto and incorporated herein by reference. 15. SUBTECT TO APPROPRIATION.It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. Page 4 of 10 CA/ 1 6 E 7 16. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift,loan, fee,service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 17. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 18. VENUE.Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County,Florida, which courts have sole and exclusive jurisdiction on all such matters. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract upon satisfactory negotiation of price by the Contract Manager and Consultant. 22. TRAVEL EXPENSES. Travel expenses shall be reimbursed as per.Section 112.061 Florida Statutes. Reimbursements shall be at the following rates: Mileage: $ .445 per mile Breakfast: $6.00 Lunch: $11.00 Dinner: $19.00 Page 5 of 10 CA 1 6 E 7 Airfare: Actual ticket cost Rental car: Actual rental cost of midsize or smaller car Lodging: Actual cost of reasonable lodging at single occupancy rate Parking: Actual cost of parking 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties,the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be - attended by representatives of Consultant with full decision-making authority and by Owner's staff person who would make the presentation of any settlement reached during negotiations to Owner for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation, shall be attended by representatives of Consultant with full decision-making authority and by Owner's staff person who would make the presentation of any settlement reached at mediation to Owner's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102,Florida Statutes. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida,which courts have sole and exclusive jurisdiction on all such matters. 24. SOFTWARE LICENSE. The Software License Agreement is attached hereto as Exhibit C, and is incorporated herein by reference. 25. SOFTWARE MAINTENANCE. Software maintenance shall be performed pursuant to the Software Maintenance Agreement,attached hereto as Exhibit D,and is incorporated herein by reference. Payment for maintenance shall be made in accordance with Chapter 218, Florida Statutes, also known as the Local Government Prompt Payment Act, and upon receipt of a proper invoice, after Final Acceptance,plus ninety (90) days. The first year's maintenance payment shall be prorated to October 31, 2009 so that future year's maintenance payments shall become due on November 1. 26. PROTECT SCHEDULE. The Project Schedule is attached hereto as Exhibit E, and is incorporated herein by reference. If the Project Schedule is not adhered to, such action shall be considered a breach of this Agreement, and if such breach is not cured within ten (10) business days of written notice from the County to the Consultant, this Agreement may be terminated. 27. FUTURE MODULES. The Consultant agrees to sell to County future software modules, if requested by the County, and additional user licenses at a discount of twenty-five percent (25%) off list for a period of two (2) years after Notice to Proceed. Increases on Page 6 of 10 0 1 6 E 7 software modules and additional user licenses shall be capped at four percent (4%) per year for the remaining three(3)years of this.Agreement. 28. EVENTS OF DEFAULT. Each of the following events shall constitute an "Event of Default",for which this Agreement may be terminated: a. The Vendor shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by the Vendor, if such failure continues uncured for thirty(30)calendar days after the County gives the Vendor written notice of the failure and the specific nature of such failure. b. The Vendor shall commit any fraud, misrepresentation, breach of fiduciary duty, willful misconduct, or intentional breach of any provision of this Agreement. 29. CONSISTENCY WITH COUNTY POLICIES. Consultant shall discuss and review with the County Project Manager in advance of all critical decision points all matters relating to the work being provided in order to ensure that the work proceeds in a manner consistent with the goals and policies of the County. 30. PROHIBITION AGAINST TRANSFERS. Consultant shall not assign, sublease, hypothecate,or transfer this Agreement,or any interest therein,directly or indirectly,by operation of law without the prior written consent of the County. Any attempt to do so without the prior written consent of the County shall be null and void,and any assignee, sub-lessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment,hypothecation,or transfer. 31. ACCOUNTING RECORDS. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of County during normal business hours to examine,audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement.. Consultant shall allow inspection of all work,data,documents,proceeds and activities related to the Agreement for a period of three(3)years from the date of final payment under this Agreement. 32. SAFETY. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its work,the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations,and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. 33. FORCE MATEURE. If the performance of any obligation (other than confidentiality obligations) under the Agreement is prevented,restricted or interfered with by reason of war, revolution, civil commotion, acts of public enemies, blockade, embargo, strikes, Page 7 of 10 CA. 1 6 E 7 outage of the Internet, law, order, proclamation, regulation, ordinance, demand, or requirement having a legal effect of any government or any judicial authority or representative of any such government,or any other act whatsoever,whether similar or dissimilar to those referred to in this Section 33.0,which is beyond the reasonable control of the party affected, then the party so affected shall,upon giving prior written notice to the other party, be excused from such performance to the extent of such prevention, restriction, or interference, provided that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. 34. APPLICATION SOFTWARE ACCEPTANCE TESTING. The testing criteria is attached as Exhibit F hereto,and is incorporated herein by reference. a. Review and Correction. Collier County will either(i) notify Vendor in writing that the Application Software meets the Acceptance Tests and is accepted by Collier County, or (ii) notify Vendor in writing that the Application Software fails to meet the Acceptance Tests. Collier County shall be deemed to have accepted the phase of the Application Software in the event no written notice of acceptance or deficiencies is provided to Vendor on or before expiration of the aforesaid acceptance test period. b. Time period for correction. If Collier County notifies Vendor that the Application Software does not satisfy any or all of the Acceptance Tests,Collier County will set forth a list of the errors or omissions which have caused the Application Software not to meet the Acceptance Tests to the extent known by the Collier County. After notification of a failure of the Application Software to meet the Acceptance Tests, Vendor shall have twenty (20) business days from the date that Vendor receives the list of errors and omissions to modify or improve the Application Software to meet the Acceptance Tests. The Application Software will then be retested in the same manner. Collier County shall not be required to allow the acceptance testing to proceed for more than two (2) twenty (20) day periods. If acceptance testing is not accepted after the second twenty (20) day period, this Agreement may be terminated by the County. The parties shall negotiate settlement of the final payment for services rendered by the Consultant. 35. FINAL ACCEPTANCE. Final acceptance shall be evidenced in writing from the County to the Consultant. 36. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Agreement and Exhibits, the terms of the Agreement shall take precedence over the terms of all other Exhibits, To the extent any conflict in the terms of the Agreement and Exhibits cannot be resolved, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Consultant at Owner's discretion. Page 8 of 10 C':1• I 16E 7 -..: 37. KEY PERSONNEL/PROTECT STAFFING: The proposer's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to insure that competent persons will be utilized in the performance of the contract. Selected firm shall assign as many people as necessary to complete the project on a timely basis,and each person assigned shall be available for an amount of time adequate to meet the dates set forth in the Project Schedule. Firm shall not change Key Personnel unless the following conditions are met (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible.Firm shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. IN WITNESS WHEREOF, the Consultant and the County, have each, respectively, by an authorized person or agent,hereunder set their hands and seals on the date and year first above written; et:y ., BOARD OF COUNTY COMMISSIONERS y` -.:<;',-',\ COLLIER COUNTY,FLORIDA AT1,'F l' e % ,•`:psi ,$ Bi ock, f l-k.of Courts y r4 B ' :.®.e. C L By: 'ea_ ..wi`_ lit Da " o 0...3irt - ' Tom Henning, hairman At 't rtairsry s tiitciaturt'044 y:.. SIRE Technologies,Inc. ...e,}77..._ /��-�-- By:Y First Witness Si ature \(-1(%s ?cL1t'V1rx TTypee//print witness nameT +1 ,C -A-9�e l > ,' lit-%kt.t, P tU vt r. v.,- 1 G FO Second Witness Typed signature and title 1,AY1121ie, Wi■W)C TType/print witness nameT Approver as t a •rm and legal suf t i.i j _� n r i l l+ Attorney 1 2 Pr'• ame Page9of9 (I) 16E 7 , Aug.. • . . . 13 2008 11 :54AM 8018778775 p.2 From:Carla Barker At American Insurance 6 Investments FaxID: To:Danielle Oats:5/1212006 05:42 PM Pear 2 OS ACORD CERTIFICATE OF LIABILITY INSU" J NCE op ID vs. aaTEtrmorrrrn ILP/LA-8 I 04/12/os PRoouc , - TH83CERTIFI TEOO ISSUED ASA MATTER OFWFORMATION ONLY AND CO PERS NO RIGHTS UPON THE CERTFIOATE American I a & Investment Corp HOLDER.THIS CERTIFICATE DOES NOT AMEND.EXTEND OR 448 South 00 East • - ALTER THE C. ERAGE AFFORDED BYTE!POLICIES BELOW. Salt Lake ty UT 84111 none:801 .64-3434 fax:801-355-5234 INBURER8AFF•-DING COVERAGE N.UC8 Ne INSuLPAA: se. rt..•Malmo Ass C. - 24767 ' INSURER IS se. Na rt.■•Ruda.as.C. 24767 1.1 ha Sire 'L'echaol�]t !tea a. t.aa a..u.tar aaaua.aw e. 29424 3- g Yias C�d,13i fl A4a 8-100 MUM0: ,alpaca a,.v<....a.v.wr Ba t Lak*r City 1JT 1 104 • _iFbLFa9tE: COVERAOE9 L.THE POLICIES OF I • USIEA 93oW H1VL 5ERJ mow TOn4 OW D FYUEDA90VEPORIE POLICY-.-••RDIC.VEO.NOTVYfIHSTAoro ANY SOU = IOW OR COMMON OF ANY CON•RADT CR 0111-ER OCO.rtNT WITH RESPECT TO WHICH THIS CER WINE MAY BE I8 E0 OR ANYPERTNL - ' •A:FORCED BY THE PJUC1Ee MEOWED HERM 18 SUO•CCTTO.ALLM YEWS. • •. ANDCOWITICN4 OP SUCH PULpICvES.AG.E' • TE UNITS SIIOIMJ MAY HAVE OEBV REDIICl.D SY PAD CLAMS � � Fyn { _ LT:I SIT TM OP WOURANGE POLICY NIMSSR O T4 �T1 ..Si Y qt ULM ._ �y LM EACN00CLEFJ4CE f 1,000,000 A. X X • ••ALSEtERM.UAaSUTY TT09401019 06/01/08 06/91/09 uw.rase(¢r/mt, PxE1 t l mm a..•l *250,0 00 CLAMS ©«qa UCD OW tk,a,we Pew) f JO,000 PERSONAL J AOV INJURY $1,000,000 J • • GENERAL 1AGGREGATE f 2,000,000 GEM • IE LwT APPLIES PER • PRODUCTS•OCIPIOP PAO 42,000.000 —I 72i. nLOC . • AUT011.:LEL/WIRY • O oOFED CS+GIE LJM'T . a X_AN no TT09400962 Q6/01/08 06/01/09 I6w"m *S2,000,000 cPI ED AUTOS b.10sY INJURY 4 SC r. CO ALROS (Per Pra.A) B X N• •.1Oa TT09400962 06/41/08 06/01/09 e00LY WHEY 5 X • OWLALTOS TT09400962 06/01/08 06/01/09 IP.awIa.YI f ED PRO DAMAGE PERTY f P..oc • - • LIARILAY - AUTOOtLY•EAACGDBIT- 4 N AUTO OTHER PLAN . EAACC I• "'— AtYIOC LY: AGO ` - . EXG- - McRa.LALusurY Emuocwoancs ;2,000,000 1 ( .•. ElC1rL11aSMADE Y5'09401019 06/01/08 06/01/09 mamma ;r.--2,D00,090 X • • ;10,000 -yvLg 1IH f ! WORKERS G' ERIATIONAHD X1TORYLIARAiTS I IUIR ' gaoY mc CRY C 3434tRE7797 09/01/08 09/01/09 ex.rAcuocc8Wr a 1,000,000 AA;H •,� • n . EA.DISEASE-EREMPLOAEE *1,000,000 =,L-a• IONS so. at.DISSACE-Foxy uuro_41,000,000•'OTHER D Prates /anal • RHSD313826 03/01/08 03/01/09 Liability 02,000,000 Claims Made RETO DATE 3/1/06 Dad $10,000 OERORJP11O14 or O 11D40/LOCATORS/vIEiTJ.E4/8SC1us1o,810000 ET ENOCIRSESSERT/IPECTA4 PROV1CO re Tax 4j 239 252-6893. Certificate Holder Collier County Government is Additions insured 1•r-th respects to General liability, per OL policy form 47151 L/9•. *Except 10 days native for non-pay. Contract # 08-5009 . Enterpris- Content.Management 8oftware Solution. CERTIFICATE OLDER CANGELLATTON , corx rzi SHOULD MHYCPTruAAOVEP8801118E9 POUOISV SECANCEJJD scions eDPSU 10N OATS TRAMP,T•a NVUDW MAMA MILLOI.oEAVOR TO MAS •30. GAY*WRRTSN NOTICE TO THS CERTIICATM HOLDEL14AME0 TO 1110 LEFT,MT MUM TO OD SO NULL - . C•lliax County GOVarDTSent aM•oatHoOBLIGATIONORIJAHU1YOfAnntKINOU PONT}11440REftITVROOMI00I.N E chasing Building 3 01 Z. Tamiami Trail RErREI5IrATIYO;. 1 plea FL 3411x ''- ACORD 25(21 H 108) S ACORO CORPORATION 1988 • 0.( 16E 71 Aug 13 2008 11:54RM 8019778775 p.3 From:Carta Barker At Ainerloen Insurance 8 Investments FaxtO: To:DeMelle • Date:5/122008 05:42 PM Pep.:3 of 3 • • IMPORTANT If the certifcate holder is an ADDITIONAL INSURED,the pplfcy(les)must be endorsed:A statement on this certificate does not confer rights to the certificate holder In lieu of such endoreement(s): If SUBROGATION IS WAIVED,subject to the terms and oonditions of the policy,certain policies may require-an endorsement A statement on this certificate does:not confer rights to the certificate holder in lieu of such endorsement(s). • DISCLAIMER • The Certtficate of Insurance on the reverse side of this term doe hot constitute a contract between • the Issuing insurer(a),authorized representative or prcduoer,anti the certificate holder,nor does It affirmatively or negatively amend,extend or alter the coverage a forded by the policies listed thereon. • • • • • • • ACORD2 (2M } . 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Q E' i� o o o .07 C Se'� U Q Q o ro 4 000 _9. 02 4 w iu $ E 1°v � 5' E ti l � c ii d a'._ tY o .5 k' p �° m 0 0 0 .- o ■ .i u) .V N.t a3 E U d u;' P. ,,' r tL } h 1-- 1- F- F- al 3 a 0 0 0 a )1 i�. w , j4 x '` 4!1' Nt 7 "' ?' 411: r': n •Y 1 6 E 7 EXHIBIT B Payment Schedule HARDWARE SET-UP 1) Hardware Is configured to support SIRE CC (based on SIRE requirements) 2) Provide VPN access to SIRE CC ' DESIGN 3) Provide AppXtendeder apps to be migrated CC to SIRE Sludge Fifes Risk Files(Note: these will have-security requirements) 4) Provide shared network file to be migrated CC to SIRE 5) Provide high level proposed taxonomy CC to SIRE 6) Provide proposed workflow design (visio) CC to SIRE 7) Provide E-Form design to launch workflow above CC to SIRE 8) Provide cabinet design and index fields to support Storage of forms and workflow CC to SIRE 9) Provide Records Management design requirements CC to SIRE To support#11 and#12 above and GS-1 DEVELOPMENT 10) SIRE Installs software on Servers and local PCs SIRE(knowledge transfer to CC) 11) PAYMENT MILESTONE#1 . $100,449.50 12) Build cabinets to support#7 above SIRE(knowledge transfer to CC) 13) Migrate files outlined in#T•above SIRE(knowledge transfer to CC) 14) Scan new files(#7 above)and save in SIRE SIRE(knowledge (includes batch and local scans) transfer to CC) ... 16E7t • 15) Build cabinets to support#8 above SIRE(knowledge transfer to CC) 16) Migrate files outlined in#8 above SIRE(knowledge transfer to CC) 17) Add new files(#8 above)and save In SIRE SIRE(knowledge transfer to CC and User) 18) Build cabinets to support#10 and#11 SIRE(knowledge transfer to CC) 19) Build E-Form and workflow in#10 and#11 SIRE(knowledge transfer to CC) 20) Build retention schedule for#10 and#11 SIRE(knowledge transfer to CC) 21) Provide public access to sludge files(#7) SIRE(knowledge transfer to CC) 22) Set up Agenda Management SIRE (knowledge transfer to CC) SYSTEM ADMINISTRA ION RAINING NOTE; • -commend movin: this 'stream o Ste. 14 23) Perform System Admin training SIRE(knowledge transfer to CC) 24) Perform Workflow Admin training SIRE(knowledge transfer to CC) 25) Perform Forms Admin training SIRE(knowledge transfer to CC) 26) Perform Scanner training SIRE(knowledge transfer to CC) TESTING 27) Perform complete UAT based on _ CC with oversight functionality outline.In proposal for and corrections from Items#14-#24 above SIRE 1 6 E 7 28) Software installed and tested on local PC's CC/SIRE 29) Perform complete System Testing CC/SIRE 30) Perform Load testing for 55 concurrent users CC/SIRE 31) PAYMENT MILESTONE#2 $40,179.80 GO LIVE FINAL ACCEPTANCE—PAYMENT MILESTONE#3 $10,044.95 -;4 1 6 E 7 . EXHIBIT C SIRE TECHNOLOGIES SOFTWARE LICENSE AGREEMENT This Agreement,effective as of this 22nd day of July ,2008,between SIRE Technologies,(hereinafter referred to as"Licensor')and Collier County Board of County Commissioners. (hereinafter referred to as"Licensee"). • RECITALS • • WHEREAS,Licensor has prepared and will prepare certain computer software programs;and holds proprietary rights in certain computer software programs;and WHEREAS,Licensee is desirous of using said computer software programs,subject to the restrictions and limitations act forth herein, NOW,THEREFORE,in consideration of the covenants and conditions set forth below,the parties hereto agree ss follows: 1) GRANT OF LICENSE a) Licensor,and/or third party supplier,owns the copyright and/or certain proprietary information protectable by law in the Software Product. • b) Licensor grants to Licensee a non-exclusive,non-transferable license to use each Software Product(s),or portions thereo(in Object Code form only,on the Designated Server. Nothing in this Agreement is intended to transfer to Licensee any rights in said Software Product,except for the tight to use as set forth herein. 2) CONSIDERATION-As consideration for the license of the Software Product,Licensee shall pay Licensor a stated License Fee. • 3) TERM OF AGREEMENT-The term of this Agreement shall commence upon the execution of this Agreement and shall laminate upon the Licensor's or Licensee's prior written notice,or default by Licensor.or Licensee as may be set forth in other provisions of this Agreement.Upon'termination,Licensee shall Immediately return the Software Product and all copies thereof to Licensor,and within five(5)days of termination,Licensee shall deliver a written certification to Licensor certifying that it no longer has custody of any copies of the Software Product. In no event shall any action or inaction by Licensor or Licensee constitute a waiver of any rights or remedies provided by law. 4) TITLE-The original and any copies of the Software Product,in whole or part,including Licensor-supplies translations,compilations,partial copies,modifications and updates,are the property of Licensor(or with regard to third party software,the property of the third party). 5) DEFAULT-in the event that Licensee or Licensor fails to observe or perform any provisions of this Agreement,and if such default is not cured within thirty(30) days after Licensee or Licetuor gives the other party written notice thereof,the party not in default may terminate this Agreement upon written notification to the defaulting party.In no event shall any action or inaction by Licensor or Licensee constitute a waiver of any rights or remedies'provided by law: 6) COPYING THE SOFTWARE-Licensee may make copies of the Software Product in Object Code form only solely for use by Licensee for backup or•archival purposes or for placing the Software Product in a form for executions on the Designated Server.Licensee agrees to maintain records of each copy of the Software Product,and upon request,such record will be provided to Licensor.All copies,or portions thereof,must bear any proprietary notice which may appear on the Software Product copy furnished by Licensor wider this Agreement. • 7) COPYRiGHT/TRADE SECRET PROTECTION-Licensee agrees to place a copyright/trade secret notice in a fonn specified by Licensor on all copies of the Software Product which have been reproduced by Licensee. 8) SECURITY-Except as may be provided otherwise in this Agreement.Licensee shall not,without the express written consent of Licensor,provide,disclose,or . otherwise make available the Software Product,or copies thereof,to any third party.Licensee shall take appropriate action by instruction,agreement,or otherwise wills those of Its employees and third party agents having access to the Software Product to restrict and control the use,copying,modification,disclosure,transfer, protection,and security of such Software Product in accordance with the provisions of this Agreement. Subject to Chapter 119,Florida Statutes,also known as the Public Records Law. 9) CONFIDENTIALITY-Licensee shall keep the Software Product confidential within its own organization.The confidentiality provisions of this Agreement Shall . continue in effect between the parties regardless of whether or not licensee has returned the Software Product to Licensor.Provided,however,that Licensee's obligations hereunder shall not apply to any Software Product if: a) Such Software Product is already in or falls into the public domain through no act or omission on the part of the Licensee,its Directors,Officers,Employees, . or Agents;or h) Such Software Product shall have been published or hereafter otherwise made available to the public generally by Licensor;or • c) Licensee obtains such Software Product from a third party in a manner which does not violate arty obligations to Licensor. This section subject to Chapter 119,Florida Statutes,also known as the Public Records Law. 10) PATENT,COPYRIGHT AND TRADE SECRET INFRINGEMENT-Licensor shall defend,at Its expense,any claim or suit brought against Licensee alleging that the Software Product furnished hereunder infringes a United States Patent;Copyright or Trade Secret,and shall pay all damages and attorney fees finally awarded,provided that Licensor is given prompt written notice of such claim,sole authority to defend or settle the claim,and full cooperation by Licensee.In the defense or settlement of the claim,Licensor may obtain for Licensee,at Licensor's expense,the right to continue using the Software,Product,replace or modify the• Software Product so that it becomes non-infringing,or if such remedies are not reasonably available,accept return of the Software Product for a retbnd on a three- year amortized schedule,providing return of two thirds(213)of the LUccnso Fee during the first year,and one third(1/3)of the License Fee during the second year, with no monies being returned during the third year.Licensor shall not have any liability if the alleged infringement is based upon the modification of the Software Product or the use or sale of the Software Product in combination with other softwafe or devices where infringement would not have occurred from the normal use of the Software Product. II) WARRANTY-Licensor warrants that the Software Product delivered pursuant to this Agreement shall conform to Licensor's written specifications.Licensor's obligations under this warranty are limited to making the revisions of replacements in a reasonable period of time to correct deficiencies identified in writing by Licensee within ninety(90)days from the effective date of this Agreement. • • Page 1 of 2 • • 16E 7 $ EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE,.LICENSOR GRANTS NO WARRANTIES,EITHER EXPRESS.OR IMPLIED:WITH RESPECT TO THE SOFTWARE PRODUCT,INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR • PURPOSE. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,IN NO EVENT SHALL SIRE TECHNOLOGIES OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER(INCLUDING,WITHOUT LIMITATION,DAMAGES FOR LOSS OF BUSINESS PROFITS,BUSINESS INTERRUPTION,LOSS OF BUSINESS INFORMATION,OR OTHER PECUNIARY LOSS)ARISING OUT OF THE USE OR INABILITY TO USE THIS SIRE TECHNOLOGIES PRODUCT,EVEN IF SIRE TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.BECAUSE SOME STATES/IURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY• FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 12) RESTRICTIONS ON USE-Licensee may utilize the Software Product to perform its own work and work of is customers.However,Licensee is not granted the right to utilize the Software Product in the capacity of a service bureau.•Liccnsee agrees not to reverse engineer,decompile or otherwise attempt to derive source code from the Software Product. • 13) MODIFICATIONS-Licensee shall have the right to modify the Software Product,Ownership of such modifications shall vest in Licensee,provided nothing in such modifications incorporates the Licensor's Software Product which shall be subject to all other terms of this Agreement..Licensee will not claim as its property a re-implementation of Licensor's Software Product. 14) SEVERABILITY-In the event any term,condition or provision of this Agreement is determined to be void,invalid,illegal or unenforceable,it shall,only to that extent,be deemed stricken,However,all other provisions shall remain and constitute the Agreement between the parties. 15) ASSIGNMENT-Except as set forth hereinafter,this Agreement may not be assigned,sublicensed,or otherwise transferred without the prior written consent of • Licensor,which consent shall not be unreasonably withheld.This Agreement shall be binding upon any assignee of Licensee. • 16) LIMITATION OF REMEDY-Licensee agrees that the Licensor's sole liability in contract,tort or otherwise arising out of or in any way connected with each software Product hereunder for damages shall not exceed the License Fee paid by Licensee for the particular software Product.In no event shall either party be liable to the other for any indirect or consequential damages. • 17) CHOICE OF LAW/CHOICE OF FORUM-Both parties hereby agree that,irrespective of the place of making or place of performance of this Agreement,this Agreement shall be exclusively governed and interpreted according to Utah Law,both Statutory and Decisional,and further,no action,suit,or proceeding shall be . • commenced,maintained,or prosecuted other than in Utah in a court of competent jurisdiction. 18) EXPORT RESTRICTIONS-Licensee agrees not to transmit the Software Product outSide the country of purchase without the prior written approval of Licensor. This Agreement is subject to any laws,regulations,and orders.Or other restrictions on the export of the Software from the United States or agencies thereof • (including the United States Department of Commerce). 19) NOTICES All written notices to be given hereunder whether pursuant to this Agreement or a provision of law,shall be either delivered in person,by prepaid telegraphic,means,or by the United States mail,postage prepaid,Notices shall be addressed as follows: TO LICENSOR: SIRE Technologies 3676 West California Ave. Unit B100 Salt Lake City,Utah 84104 ATTENTION: Jim Painter • TO LICENSEE: Collier County Board of County Commissioners 3301 Tamiami Trail East Naples,Florida 34112 ATTENTION: Michael Cox • or,at such other place as maybe designated from time to time in writing. 20) GENERAL a) Licensee and Licensor agree to take reasonable steps to comply with all applicable Local,State and Federal laws and Executive Orders and regulations issued pursuant to thereto. • b) This agreement must hot be deemed or construed to be modified,amended,rescinded,cancelled or waived in whole or In part,except by writted Amendment signed by the parties hereto. c) Licensor shall not be liable for delays in any of its performance hereunder due to causes beyond its reasonable control,including,but not limited to acts of • Nature or strikes. d) No waiver of any rights caused by breach of any provision of this Agreement shall constitute a waiver of any prior,concurrent or subsequent breach of the• same or any other provisions hereof and no waiver shall be effective unless made In writing. • Licensee and Licensor acknowledge that they have read the terms and conditions of this Agreement they understand all such terms and conditions and that they agree to be bound thereby. . • • • • Page oft • • 16E7 • EXHIBIT D • • SIRE TECHNOLOGIES SOFTWARE MAINTENANCE AGREEMENT 3676 West California Avenue Unit B100 Salt Lake City,UT 84104 • This Maintenance Agreement is made by and between SIRE Technologies,and "Customer" • RISK OF LOSS This Agreement does not cover service,maintenance or repair CUSTOMER NAME AND ADDRESS necessitated by loss or damage resulting from any cause beyond the control of I t . SIRE TECHNOLOGIES,-including,but not limited to loss or damage due to Collier County fire,water,lightning,earthquake,not,unauthorized service or modifications, Attention:Michael Cox,Records Manager theft,or any other cause originating outside the Product.With respect to any loss • 3301 Tandem(Trait East or damage,SIRE TECHNOLOGIES shall submit to the Customer a description Naples,FL 34112 • of the work to be done and request the Customer's consent to restore the Product 1 I to normal operating condition at SIRE TECHNOLOGIES'rates.If the Customer does not agree to restore Product to normal operating condition, SIRE • ANNUAL MAINTENANCE CHARGES TECHNOLOGIES shall have the right to terminate its obligations under this Agreement. I I S3I,828.00 PERFORMANCE.SIRE TECHNOLOGIES shall exercise its best efforts in performing services covered under this Agreement,but shall not be liable for • I I _ damages,direct or otherwise,for failure to perform services at a location deemed hazardous to health or safety or arising out of delays or failure in furnishing parts or,services caused by Acts of God,Acts of Government,labor disputes or 'PERMS AND CONDITIONS difficulties,failure of transportation,or other causes beyond its control,or for any consequential damage whatsoever. TERM.The initial term of this Agreement is for a period of one(I)year and one hundred twenty(120)days from the effective date of ninety(90)days after Final LIABILITY. SIRE TECHNOLOGIES shall not be responsible, nor incur Acceptance of the system by Customer. Upon expiration of time initial term of liability of any kind, nature or description to the Customer, its agents or the Agreement,it shalt be deemed renewed with the same tams and conditions employees or arty other firm or corporation,whether direct or consequential,in- fer further successive periods of one(I)year unless either party has given the event of failure or fault in condition or operation of tire Product or for errors of other party written notice of termination not less than thirty(30)days prior to the omission in the transmission or display of information arising from the actual or expiration of the initial tents or subsequent renewal tam(s). alleged use of operation of the Product. CHARGES.The charges for the maintenance described hereunder,are the total SIRE TECHNOLOGIES'S LIABILITY. SIRE TECHNOLOGIES shall of the charges listed above.SIRE TECHNOLOGIES shall invoice the Customer procure and maintain in full force and effect at all times during the perfomiance. sixty(60) days prior to anniversary date, and the Customer shall pay the of on-site maintenance under this,Agreement, Workmen's Compensation aggregate to SIRE TECHNOLOGIES in accordance with Chapter 218,Florida Insurance.SIRE TECHNOLOGIES personnel shall comply with,all reasonable • Statutes,also known as the Local Government Prompt Payment Act. SIRE rules and regulations in effect at the Customer site. TECHNOLOGIES has the right to increase maintenance charges at each anniversary or the effective date,by an amount not exceeding two and ono half DEFAULT. In the event of payment default by the Customer, SIRE percent(2,5%) of the total maintenance agreement. Written notice of such TECHNOLOGIES shall he entitled to collect interest pursuant to Chapter 218, increase shall be given to the customer not less than thirty(30)days before the Florida Statutes,also known as the Local Government Prompt Payment Act,and anniversary of the effective date.In addition,the Customer shall pay all federal, collection costs,Including court costs and reasonable attorney's fees.In the event state,or local taxes on the services rendered or parts supplied.Customer is sales of default by the Customer in any term or condition herein, SIRE tax exempt pursuant to Chapter 212,Florida Statutes. TECHNOLOGIES may,at Its option,refuse service or terminate its obligations under this Agreement if Customer does not cure the default within tidily(30) SERVICE HOURS. This Maintenance Agreement.provides for unlimited days after notice by SIRE TECHNOLOGIES.. telephone software support. If the customer requests on site support, the customer will be billed at SIRE TECHNOLOGIES established service rates plus NOTIFICATION.Any notice required herein shall be in writing and shall be expenses. SIRE TECHNOLOGIES shall provide maintenance service a9 . deemed given if mailed or delivered to One other party exits last known mailing expeditiously as possible alter notice from the Custortmer that the Product is address. • Inoperable.Service may be obtained during maintenance center office hours which are 6:00 AM to 6:00 PM daily(Mountain Standard Time),Monday WAIVER.This Instrument contains the entire Agreement of the parties. It through Friday,excluding public holidays.Service at times other than during cannot be changed,altered or modified orally.All changes or modifications must maintenance center hours,shall be furnished upon the Customers request and at be in writing by the parties hereto. SIRE TECHNOLOGIES'established charges for labor in effect at the time such • service is performed. Travel expenses shall be paid in accordance with Section TAX. The customer is responsible for any and all tax. Customer ip sales tax 112 n61,Florida Statutes. exempt pursuant to Chapter 212,Florida Statutes. • TYPES OF SUPPORT. Technical support includes telephone and email when SERVICE NOTIFICATION. The Customer shall notify SIRE the customer has problems or questions. .• TECHNOLOGIES of suspected Product malfunction, by 'calling•SIRE • TECHNOLOGIES service and identifying the problem and symptoms. SOFTWARE SUPPORT. The customer will supply the conditions and data' Notification may be made to SIRE TECHNOLOGIES via telephone,or email. which caused the malliniction and help reproduce the failure. • • 1 6 E 7 EXHIBIT E 0.RE. .„ • t G I 8 • SY A LP fl A CSOR P. •• Project Plan. . Prepared April 24, 2008 For: • • EDMS Implementation Collier County, Florida • • • • I- / • • • • • • r'! . . . • t„tf.. • • . • • • 0 • . . • By: • • • Michael Cox,SpOnsor, Collier County Barry Axelrod, IT Director, Collier County • • Linda Lang, Project Manager, SIRE Technologies • • • • • • • • • • • • • • • • • • • • • • . • • • • • Page 1 of 14 SIRE EDMS Project • • • •-• -- - • __ 1 6 E 7 4 • S RE. B▪ Y A L P H * 0 O R Pr Table of Contents 1. Project Overview 3 2. Scope Statement(Approximate Dates).. 4 3. Future Work (not in scope for this phase) 5 4. Deliverables 5 5. Project Assumptions 6 6. Project Constraints 6 7. Project Organization 6 8. Communication Plan 9 9. Risk And Asset Management 11 10. Issues/Change Management 11 11. Payment Milestones 13 12. Technology Plan-Outline 13 13. Sire Training 14 14. Sire Services 14 15. Sire License 14 16. Project Decisions 14 17. Project Acceptance and Signoff 14 • • • Page 2 of 14 SIRE EDMS Project 16E 7 T R 0 H 11 0 1. 0 a 1 r! s S Y A L P H A O O R P. 1. Project Overview 2. Project Overview Collier County, Florida is Implementing an Initiative to use SIRE EDMS,workflow, and e-forms for the purpose of supporting their document management and business process needs. Implementing the SIRE EDMS Suite will bring about the following business objectives: • Improve accessibility of documents both internally and externally to the public. • Reduce document processing and intake costs.. • Reduce paper filing, handling, maintenance and storage costs. • Save time and manpower effort in research or review of documents. SIRE will specifically perform the following functionality: • SIRE Agenda Plus -5 Concurrent Users • SIRE Pub for intranet access • Agenda to go— 1 User license • Scan to Agenda- 1 User license • Agenda Wrap Up—1 User license • Agenda Packet Print—1 User license • SIRE Capture- 12 User license • SIRE Index Module—5 User license • Scan to Folder—30 User license • SIRE EDMS Server Concurrent license—50 • SIRE EDMS Client Concurrent license-50 • Read Only Concurrent licenses - 100 • Retention Manager • Core Workflow development(64 hours of development) • Form license • XML— Loader • Workflow Definition and Configuration (40 Hours) • Installation, implementation and testing (64 hours) • Project Management (40 hours) • Workflow Administrative training (24 hours) • EDMS System Administrative Training (24 Hours) • Forms Administration training (16 hours) • EDMS = End User, Scanning,Training (8 hours) Project Sponsor: Len Price Project Manager: Michael Cox, Functional Requirements (User Community) Project Manager: Richard Badge, Technical Requirements(IT), . . Project Manager: Linda Lang, SIRE Technologies Page 3 of 14 SIRE EDMS Project 16E7 • • S R E. r fel T E C' H' N O L O G I B S " SY Scope Statement(Project Kick-off and software installation to occur the week of September 1st, 2008) • Contract Signing Responsible Party Completion Dates 1 Contract Review and approval • SIRE 2 Contract Review and approval Collier County,Board of County Commissioners • 3 Contract Signing Joint 4 Notice to Proceed Collier County to SIRE Hardware Set-up 5 Hardware is configured(based on SIRE requirements) Collier County • Application Server(Production&Test): Operating System a. Windows 2003 Server b. Net Framework 2.0 Other third party Applications a. Visio2007 h. Word2007 • c. Office Products used to open does for PDF conversion • • Database Server: a. MSQL Server 2000 or 2005 • Web Server: a. Windows 2003 Server or Web Server b. IIS c. .Net Framework 2.0 6 Provide VPN Access Collier County Design 7 Provide AppXtender apps to be migrated Collier County will Week of 9/1/08 Provide to SIRE • Sludge Files Week of 9/1/08 • • 'Risk Files(NOTE:Those have security Week of 9/1/08 requirements) — 8 Provide Shared network files to be migrated Collier County will Week of 9/1/08 provide to SIRE 9 Provide high level proposed taxonomy. Collier County will Week of 9/1/08 provide to SIRE 10 Provide proposed workflow design(visio) Collier County will Week of 9/1/08 provide to SIRE 11 Provide E-Form design to launch Workflow Collier County will Week of 9/1/08 . provide to SIRE 12 Provide Cabinet design and index fields to support storage of Collier County will Week of 9/1/08 forms and workflow above provide to SIRE • 13 Provide Records Management design requirements to support Collier County will• Week of 9/1/08 #11 and#12 above and GS-I provide to SIRE • Page 4 of 14 SIRE EDMS Project • • 16E7 * { l to o r t e a ri N o L O a 1 t i a ° A tt P H • _D• CL R Pe . Development. • , 14 Sire installs software on Servers and local PCs SIRE(knowledge transfer Week of 9/22/08 to Collier County) 15 Build Cabinets to support#7 above SIRE(knowledge transfer Week of 10/6/08 • to Collier County) 16 Migrate files outlined in#7 above SIRE(knowledge transfer Week of 10/20/08 • to Collier County) 17 Scan new files(#7 above)and save in Sire SIRE(knowledge transfer Week of 10/6/08 to Collier County and users) 18 Build Cabinets to support#8 above• SIRE(knowledge transfer Week of 10/6/08 to Collier County) 19 Migrate files outlined in#8 above SIRE(knowledge transfer Week of 10/20/08 to Collier County) 20 Add new files(#8 above)and save in Sire SIRE(knowledge transfer Week of 10/6/08 . to Collier County) 21 Build cabinets to support#10 and#11 SIRE(knowledge transfer Week of 10/6/08 to Collier County) 22_ Build a-form and workflow in#10 and#11 SIRE(knowledge transfer Week of 11/03/08 to Collier County) 23 Build retention schedule for#10 and#11 SIRE(knowledge transfer Week of 10/6/08 to Collier County) Provide public access to sludge files(#7) Week of 10/6/08 SYS ADMIN TRAINING NOTE: Recommend moving this training upstream of Step 14 24 Perfonn System Admin Training SIRE(knowledge transfer Week of 10/6/08 to Collier County) 25 Perfonn Workflow Admin Training SIRE(knowledge transfer Week of 11/10/08 to Collier County) • 26 Perfonn Forms Administrator Training SIRE(knowledge transfer Week of 11/10/08 • to Collier County) _ 27 Perform Scanner Training . SIRE(knowledge transfer Week of 10/6/08 • to Collier County) Testing 28 Perform complete IJA.T based on Functionality outlined in Collier County with Week of 11/10/08 . proposal for items#I4—#24 above oversight and corrections from SIRE 29 Software installed and tested on local PC's,as appropriated Collier County/SIRE Week of 11/10/08 30 Perform complete System Testing,as appropriated Collier County/SIRE Week of 11/10/08 31 Perform Load testing for 55 concurrent users Collier County/SIRE Week of 11/10/08 • GO LIVE Week of 11/17/08 • 4. Future Work (not In scope for this phase) 1. Agenda development 5. Deliverables • 1. Project Plan j • Page 5 of 14 -• SIRE EDMS Project • G 16E7 SIRE. '0, 4, T I C H N O 4 O O 1 ■ Y • BY A L P H A G O R P• 2. Standard training documentation 3. Installation documentation 6. Project Assumptions • 1. Collier County has a project manager and project champion to help coordinate required tasks and provide resources. 2. Collier County has prepared all stakeholders (those who are positively or negatively.affected by this project) in all departments to support this effort. 3. Project management staff from SIRE Technologies and Collier County will work directly with each other and make a good faith effort such that Collier County County's needs are met. 4. Once this project begins, changes in scope will be necessary. The project managers from SIRE Technologies and Collier County will maintain adequate control over project scope. 5. Resources from Collier County County's departments will be available to help SIRE Technologies define and formulate agendas and workflows. 6. Collier County has prepared the schedules of all stakeholders and the user community to devote the necessary time and energy into appropriate training of the SIRE products. 7. The IT department will provide SIRE Technologies remote access, such as Web- ex or VPN, to the necessary data processing systems. • 8. The IT department takes responsibility for supporting internal data processing needs such as server backups, scheduling, system redundancies, virus protection, server readiness and security policies and procedures. 7. Project Constraints I. Absences by team members,whether planned or unplanned, whether from the Collier County team or SIRE Technologies team, may impact the project timing. 8. Project Organization 1. Project Roles and Responsibilities Page 6 of 14 SIRE EDMS Project / 16E7 . T II c H N O L O a I 6 $ S Y A LP HA 0 0 B P* 1. Project Sponsor:The person or group providing financial resources, in cash or in kind, for the project. 2. Account Executive:Individuals responsible for the project scope 3. Technical Support:Individuals with expertise about the system being implemented. 4. Project Manager The person managing the project and its successful, on- time completion. 5. Stakeholders: Individuals and organizations actively involved in the • project, or whose interests may be affected as a result of project execution or project completion. 6. Subject Matter Experts: Individuals with expertise about systems or processes required to complete the project and/or make it successful. 7. S/RE Administrator. Individual responsible for becoming expert in SIRE's use, and to administer the SIRE product suite and act as first-level support for end users. • Page 7 of 14 SIRE EDMS Project • 7 1 6 E Y E C H N o 1. 0 U I E s B Y A LP M A C O R P. Project Directory Assigned Role Email Phone • • Michael Cox Records (239)252-8832 (Collier County) Manager mlchaelcox(8tcollleroov.net Lyn Wood Contract LynWood(dtcoJliergov.ne( (239)252-2667 (Collier County) Specialist Richard Badge IT Analyst RichardBadoe(D_colliergov.net (239)252-2392 (Collier County) Linda Lang (SIRE) Project Manager (801)910.5909 Brad Painter Analyst bpainter(t9siretechnologies.cgm (801)415.0630 (SIRE) Matt Baker(SIRE) Installation mbakerci.sfetechnologies.com (801)977.8608 TBD installation (SIRE) • t siretechnolosies.coni • (801)415.0626 Help Desk Technical Support SIRE supporttsiretechnologies.conl (801)415.0626 Technologies • • Page 8 of 14 SIRE EDMS Project, • 16E 7 >, so R E l 1 1; l Y E G I V A L P H A D O R P. 9. Communication Plan 1. Day to Day Communications on non-urgent items that affect the project should be by email,with all team members on the distribution list, Including the SIRE Technologies team members. If an item is identified as an issue, it will be entered on the Issue Log for the project. All electronic documents relating to the - project will be stored on the Project's share on.the SIRE Technologies Web Center(A login and password will be.provided to Collier County to be shared with • the project team. • Note: Email is NOT to be used for messages of any urgency. Critical or time- sensitive items must be communicated immediately by telephone,followed by a summation email to keep everyone apprised. 2. Profect Status Reports serve two functions. They provide feedback to the project organization and they serve as a historical record of the project progress, decisions, success, achievements, and shortcomings. Background information that is obvious to the project team at the time of the report may not be available to subsequent readers; therefore inclusion of all related information will be helpful for documentation. Project Status Reports are accomplished through a bottom-up approach. Team members will report to their Project Manager on a weekly basis in the Project Team Meetings. Information gathered during the Project Team Meetings will be incorporated into a Project Status Report that will be distributed to all Team members and to the Executive Committee • Page 9 of 14 SIRE EDMS Project 1 16E 7 " a 04 1t T E C H H O L O d 1 E $ B Y A L P H A .O O R P• 3. Communications Grid Communication Project Mgr Project Team Delivery Day to Day X X D,E Status Meeting Minutes X D*,AN,T, E- Status Report X W, E Change Assessment X AN, P Urgent/Emergency X X D,T Delivery Key: Frequency(D)daily;(W)weekly;(M)monthly;(AN)as needed Delivery Method(E)email,(M).memo,(P)PM tool output,(C)conference,(T)teleconference When SIRE Technologies is onsite. Page 10 of 14 SIRE EDMS Project 111. 16E 7 1 T E C N H O L O a 1 E 5 9 Y A L P H A O O' 11 P• 10. Risk And Asset Management Risk is an uncertain event or condition that, if it occurs, has a positive or negative effect on a project's objectives. Risk management endeavors to optimize the likelihood of meeting project objectives and maximize the opportunities representing"positive"risk. Risk management also endeavors to minimize the occurrence of threatening conditions and events, and the impacts to project objectives that result. Identification of risks up front reduces the amount of surprises, crisis management, disappointment,workarounds, re-work and waste. Project risks will be categorized as follows: 1. Scope,Technical or Quality Risks: Project changes or additions, required customizations,technical design issues 2. Management Risks: Lack of proper management, resource issues, sponsorship, 3. Organizational Risks: Slow decision-making, interruption of funding, changes in corporate goals or strategy, labor issues, end-user buy-in 4. External risks: Delivery of equipment, environment issues, construction VMWare on production,no support hours are in the proposal. Need to develop a back up plan. 5. Training risks: High level of coordination and planning will be required to make sure the County Council and staffs are trained. Proper training in all aspects of the application is a must. When project risks are identified, project management will discuss ways to mitigate the risk, agree on a contingency plan and decide the trigger points for action. 11. Issues/Change Management An issue is a concern that may impede the progress of the project if not resolved. Issues require a decision and a resolution. The resolution may require concurrence from many people. Page 11 of 14 SIRE EOMS Project Ui II T E C H H O L O O I N S S Y A L P H A O 01/1 P• Changes to this project's scope are driven by issue resolution. As stakeholders identify an issue, the project managers will track and agree on severity and impact to the project as show-stopper, work-around, or nice-to-have. To insure the health of the project, all issues and changes must be documented to their conclusion. 1. Show-stopper. This type of issue is mission critical to the County and the user community cannot possibly do their work unless the project team resolves it. 2. Work-around: This issue is a feature or function of the SIRE product'out of the • box'that doesn't fit the model of how the user visualizes the product should be. • It can also be a malfunction of the product that needs to be addressed (a bug). Work can continue forward with adjustments on the part of the end user. • 3. Nice-to-have: This issue is a special request for SIRE Technologies to provide the County. This issue helps drive new features and functions of the product. 4. The Change Process: a. Collier County project manager contacts SIRE Technologies project manager to discuss how the change will be handled. b. The project managers from SIRE Technologies and Collier County agree on how the change Impacts the scope of work. They agree if the change can be Incorporated as part of a release, handled as part of the original project scope or may require additional cost. c. SIRE Technologies and the Collier County project managers will then work together to establish a technical specification if they agree It Is needed. d, SIRE Technologies project manager will work with their internal development group to understand the requirement. e. SIRE Technologies project manager will then report back to Collier County Project Manager of what the change requires for implementation. f. A change order form is used to communicate the required change. Note: Any change in scope will require Collier County project sponsor and project manager approval with a formal signoff and will be processed in accordance with Collier County's change order process. Significant changes in scope will be subject to Collier County County's formal change management process. Any modifications resulting in the delay of project completion or addition of resources(money,people, hardware, software, etc.)will be subject to additional approval by the Collier County. Page 12 of 14 SIRE EDMS Project 16E7 1 4//p . • s e f.l T E O H N O L O O I N S • BY A L P H A O O R P• 12. Payment Milestones—To be processed in accordance with Appendix B 13. Technology Plan-Outline SIRE .Net Architecture Diagram r r {!�4�' MarAY'n Ke. p��1 E"t W WPM-4 • IInternal Client-2 me Meg "1 W. S me.-far.a AP loco et i•••••': e p. 4I 4"A. Np'� `t 1 f 119 40'• I,to Yid i.��y „.. . 1 . lir . I ...a W.L fMY..XAVA f Appf�eaytl,m�. Aapf.a4aa f.rv.f-.vp.Y..pp01 • it 404. A r.1111111 •le athEilil "" r'h adses FHewaf B 71r.••-r--� O1he/Applaallons . • emii 1w.`rrl.;T . r,'•:, z Sow-s vIeArrp Lt` iLIW=u .2.-r j Y E — • • • • Page 13 of 14 SIRE EDMS Project _U • liE ? soRE. f::;rr T0 H H o 1. a a I 1d 6 0 Y A L P H A O O R P• • 14. Sire Training SIRE TRAINING 24 SIRE Workflow Administrator Training—includes 4 days for workflow I&II. Per Person cost 24 SIRE EDMS System Administrator Training—Usually requires 4 days Hands on Training 16 SIRE Forms Administrator Training—usually 3 days Hands on Training. 8 hour minimum. Per hour cost 8 SIRE Scanner Training—Best in groups of 1-4 people. Usually 1 day. .8 hour minimum. Per Hour cost 15. Sire Services hours SERVICES 40 Project Management(per hour) 64 Installation, Implementation and testing 40 Workflow Definition and Configuration (per hour-8 hour minimum) 16.SIre License 17.Project Decisions During the course of the project when technical, procedural, operational decisions are made they will be documented in the weekly status report. The Weekly Status.Report is a document maintained by the project team. 18.Project Acceptance and Signoff Before the project can be considered complete the following conditions must be met: 1. All outstanding issues have been documented and reviewed by the project team: 2. All decisions and resolutions have been documented and reviewed by the project team. 3. Complete a post project assessment meeting(Lessons Learned) attended by all of the project team. 4. Final Acceptance by Collier County will be in writing. • • Page 14 of 14 SIRE EDMS Project • Chi 16E vol • EXHIBIT E System Acceptance Test SIRE Technologies staff will develop a structured plan for testing of the various subsystems and the entire system by Collier County. It will identify critical system functions to be tested . repeatedly and will Include specific tests to be conducted. This function will,be carried out under the direction of the Project Manager. SIRE Technologies staff will deliver the plan and review it with appropriate Collier County personnel. SIRE Technologies will submit a final draft of the plan to Collier County for written approval. This plan will take into account various phases of the project as identified in the. Implementation Plan., Following installation of the hardware and software and testing of the system by SIRE Technologies staff, SIRE Technologies will submit the entire system for acceptance testing by • Collier County. The test should ensure that the system and the purchased hardware and software meet all agreed-on functional requirements, security requirements and performance requirements. The test will also ensure that the documentation and operational procedures are complete and accurate. Collier County staff will test the system in•accordance with the system Acceptance Test Plan and document all failures and discrepancies. SIRE Technologies will document all responses. • • • • • • 1 6 E 7 0"> a/ Purchasing April 30,2009 Mr. David Reeder SIRE Technologies, Inc. 3678 W.California Avenue, Unit B100 Salt Lake City, UT 84104 Fax: 801-977-8775 RE: Renewal of Contract#08-5009 "Enterprise Content Management Software Solution" . Dear Mr. Reeder: Collier County has been under Contract with your company for the referenced services for the past year. The County would like to renew this agreement under the same terms and conditions for one (1) additional year in accordance with the renewal clause in the agreement. If you are agreeable to renewing the referenced contract, please indicate your intentions by providing the appropriate information as requested below: I am agreeable to renewing the present contract for Enterprise Content Management Software Solution under the same terms and conditions as the existing contract. I am not agreeable to renewal of this contract. If you are agreeable to renewing the contract, said renewal will be in effect from August 31, 2009 until September 1, 2010. Also, please provide a current certificate of insurance for our files. Due to the volume of insurance certificates received in the Purchasing Department, the contract number should be referenced on the certificate to ensure that our records are updated accordingly. Pudua h Deeshers•0301 TamlamlTral Ent-Wee.Motto 34112.wrw.co4lerpou.neUpurdrWnp . ,... ..,.,. ..... . 1 6 E 7 , _ . .. - Page 2 of 2 RE: Renewal of Contract#08-5009 "Enterprise Content Management Software Solution" Please return this letter to the Purchasing Department with your response and insurance certificate no later than May 29, 2009. Your prompt attention is urgently requested. If you have any questions you may contact me at 239-252-6020, email 4rendareaves(gcolliergov.net and fax 239-252-6592. Best regards, Brenda Reaves Contract Technician Acceptance: SIRE Technologies, Inc. ContractorNendor By: 1 , Signature ',km, Pc�1Ate,1r, &FO Typed Name and Title (Corporate Officer) Date: N!1l i X09 In order to make sure our contact Information is current, please provide the following information: ,, Contact person:;L )mitt« \A)iIGO( Phone# '41_q 111 -s(0dc Fax# `SO —9~11- s115 Email 4WIIG0XESkytt 1oolo3k,s, (..owy Address:a1 b V•l TA t ftM 1'4'1 A‘)-e , 6.100 at t)T $`f(cif C: Michael Cox,Admin Srvcs 0 I _ . _ 16E 71 AcORb CERTIFICATE OF LIABILITY INSURANCE ua "10 9 rle.laM THIS CERTIFICATE 1S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE American Ina t Investment Corp HOLDER.THIS CERTIFICATE DOES NOT AMEND.EXTEND OR 448 South 400 Semi ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Salt Lake City UT 14111 Phone: 801-766-3434 Taw: 801-35S-5234 INSURERS AFFORDING COVERAGE NAIL/ Wa.• ....M. ..1...51 as...rt..INN« 24767 .Wes.. ...N.l n...mom.a..w 24787 Alpha Corp dbe Sire Technology t'h'at. ••••T••+.. ,T....o..e. 29424 3678 West California Ave S-100 Newea ww.+l.1.•.......1.1 Salt Lake City UT S4104 Made - COVERAGES Ile POWY oIF.u..Wao u.Maw WA YN.elao T01Ma.u.mwwla.wave eM T%PQWYKNOO ovum rorw.ntWooto ,NY 70000e55M.UPI ts GONbIO..a.MT CORIUM OR 01145 OadumfAnslIMIPIGT 10w.Yw MI WARN..WY M aea0M ..YMS0751,MI...NKawil0001011T I1.MIIGRI oeafa.a,Nt.a.aaor To 4l Ile Tem"YGLeo..M.o axon..Of e0GN roma&ROORMIATI WITT THORN WT N.vTOfW 151050/0 Iwo 0,00114 NM eel wiTM • cuov LT. w.. rni W N&m .w evuvwrM *DULY es 1.1.r. UMW.WY.. Min OOG4e 000 11,000,000 °M10t0 I 250,000 A X X ca.e.cwLaa.e.MUMrIV TT08101018 06/01/08 06/01/09 rwwun....,...1 1 N.w.Neaa ©OGGl.l RIO VW fro,.........1 ^10,000 •MGM.aww TWAY .1,000,000 WPMAf.RN.aa a 2,000,000 wn.awWnu.lwn.Mn.: eeoaarn.001+.or.W a 2,000,000 —I rata F , n LOG w0ON11aaa UYUTY GoN..ao MOLT TWIT I$2,000,000 H 2 .NYwlo TT09400962 06/01/08 06/01/09 a"'''4 .)44 0.N.1100M Warr NM. I P.M..) aNeDaN.W10a 3 X sm./0 m 2709400962 06/01/08 06/01/09 a0rr.aaaT T H X Ro»wwowra 7709/00962 06/01/08 06/01/09 w.....o ^— r0OI..IY MU.. I Ow 0.14.1 MRwaII L1000n7 MAO MAY•I0Aix* 01..11.1Nar ..-- I .NTMno 007000.0. AM I 1 e1C.a.w1111111NIAUMW* s,000ueeo.0 f 2,000,000 A 000.E l I Gww..M 2109/01019 06/01/08 06/01/09 0000ewr° T 2,000,000 .___NOM aaa I 2 WWI . 010,000 T j ..00rre.NMAsa X M(0000 re: ITNNYYa N C MnawarLlwrun 36WKAX7797 09/01/08 09/01/09 u.u*ROaowr 11,000,000 ........16.0..............• OrrIGIA.1.0 N VW COfp. 50061400.101100000 $1,000,000 .R.r.w•..... T:r MYAK•MUC/wr 11 1,000,000 V.A.POWWOW FM , ones D Profeaaional P580403986 03/01/09 03/01/10 Liability $2,000,000 Claims Made =TO DATE 3/1/06 Dad $10,000 I •K•,Ym OF Ge0u,.a.l ITIG0IIOW IV.NOIM IaaLNOM.00.M nl9MW*IT I P1104 r.Nlle.ea fax 8 239-252-6593. Certificate Holder Collier County Government is Additional Insured with respects to General Liability, per 0L policy form 47151 1/96. ',Except 10 day. notice for non-pay. Contract 9 08-5009 Enterprise Content Management Software Solution. CERTIFICATE HOLDER CANCELLATION COLLZEI Taal.Ma Or TIM MAW ORIGIusaa KUM.M.MU.—...MMWf..WWII. W.0MMr.natal..mum MIL MOawvNl TO Mg. 0130 MWemu., W IGS TOTNlCMIfeRTI TOW.Noma WOW WK.war MR/Al lc a RR MU/ Collier County Government AVON.e*WwnMOn URa.LTY or way M.WON MI 11451_M•In eMN11M Purchasing Building 3301 E. Tiami Trail ▪ �r`T�` ae Naples PL 31112 `U ri (/{//w"'`ACORD 25(2001109) a/�}��/ l/�, 0 ACORD CORPORATION 1988 C) 16È7 4 . IMPORTANT If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must be endorsed.A statement on this certificate does not confer rights to the certificate holder In lieu of such sndorsement(s). If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). DISCLAIMER The Certificate of insurance on the reverse side of this form does not constitute a contract between the issuing Insurer(s),authorized representative or producer,and the certificate holder,nor does It affirmatively or negatively amend,extend or alter the coverage afforded by the policies listed thereon. 1 ACORD 25(2t)a1fOa) 1 CA 0 _- -_ 7 16E It From:eerie Balker At:American Ineuranca A Investments FaxIU To:Collier County Government Date:5/1/2009 03:56 PM Page:2 of 3 AC9RA_ CERTIFICATE OF LIABILITY INSURANCE OP ID CA DATE(LYINO/YWYh ALPHA-3 05/01/09 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE American Ins i Investment Corp HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 448 South 400 East ALTER THE COVERAGE AFFORDED BY THE POLRaES_BELOW. Salt Lake City UT 84111 Phone:801-364-3434 Fax:801-355-5234 rNSURERSAFFORDWGCOVERAGE NAIGS INSURED INSURER A, PP.Paul Wit..•a.san•INN Co 24767 I Ret in.Paul HLS.a Mash.Lu e. 24767 • Al 7ya Corp dd�bb�a�� Sir4l�ITechnol sty INBRIRERC: °..Mora asualq imam..c. 29424 Salt Lake CityfUTfB:10�e 8-�00 INSLRER D: .nu.e.iep.za.r:.no.cowpony _INSURER E: COVERAGES TIE POLICIES OF IHELINHNCE LISTED 50 0W HAVE BEEN ISSLED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REOUIREMENT.TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RE seem-TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH IMPI WAR POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REOUCEO BY PAID CLAIMS. ���,�5 • LIR NSRO TY►a OF INSURANCE POLICY NURSER p l : 1 j°IS,ypp/Yir LWT° GENERA.LIABILITY EACH OCCURRENCE 41,000,000 A X X COAMIERCIL GENERAL LIABILrr TT09401019 06/01/08 06/01/09 PR I6Eeje:ocarO.un) ;2501000 1 CLAIMS MADE ©OCCUR MED.ERA(AnY on.Pvwnl ;10,00 0 PERSONAL S ADV INJURY t 1,000,000 GENERAL AGGREGATE ;2,000,000 GEM AGGREGATE LIMIT APPLIES PER: PRCDUCTS-COMPAOP AGG ;2,000,000 7 POLICY n 28.E n LOC N AUTOMOULE LIABILITY B X ANYAUTO TT09400962 06/01/08 06/01/09 (E W )INOLELIMIT $2,000,000 ALL OWNED AUTOS . BODILY INJURY i_SCHEDULED AUTOS Wm pawn) B X HIRED AUTOS TT09400982 06/01/08 06/01/09 motyiwuw e X NON-ONNEDALUTOS TT09400962 06/01/08 06/01/09 (Prrwdd.rq PPR °OPERTYY DAMAGE GARAGE LIABILITY AUTO ON..Y•EA ACCIDENT $ PRY AUTO OTHER THAN EA ACC ALlf C?LY: AGO ; EXcE$*JMIRELLA LIABILITY EACH OCCURRENCe $2 9000,000 A J OCCUR n cLAIM6 MADE TT09401019 06/01/08 06/01/09 AGGREGATE $2,000,000 DEDUCTIBLE ; :1 RETENTION ;10,000 ; W[:61AIU• rat WORKERS COMPENSATOR aiLITY AND • �C TORY OMITS I ER C aIPLOYSRE LWLRY 34wERA7797 09/01/08 09/01/09 E.L.EACH ACCIDENT 41,000,000 ANY PROPRIETORPMDN3LE CUTIVE OFFICER/EMBER EXCLUDED? E.L.DISEASE•EA EMPLOYEE 6 1,000,000 11 O.rMtw ul.l.r SPECIµPROVISIONS brow E.L.DISEASE-POLICY LIMIT ;1 t 000 I 00 0 OTHER D Professional PH8D403884 03/01/09 03/01/10 Liability $2,000,000 Claims Made RETO DATE 3/1/06 Ded $10,000 DEBCRPTION OF OPERATIONS/LOCATIONS/v6HCCED F EXCLUSIONS AD6i6 BY BNDORSOANT 1 SPECIAL PROVISIONS tax Ik 239-252-6593. Certificate Holder Collier County Government is • Additional Insured with respects to General Liability, per GL policy form • 47151 1/96. *Except 10 days notice for non-pay. Contract N 08-5009 Enterprise Content Management Software Solution. CERTIFICATE HOLDER • CANCELLATION • COLLIE! SHOULD ANY Of THE ABOVE DESCRITISO POUCC Li DXP I SE CANCSLD BEFORE Eli RATION • DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO NAL *30 DAYS WRITTEN • NOTICE TO THE GERTIFICATS HOLDER MIMEO TO THE LEFT,BUT FAILURE TO DO SO SHALL . Collier County Government IRPOSE NO OSLIGAIION OR LIABILITY OF ANY HIND UPONTHE INSURER,ITS AGENTS OR Purchasing Building 3301 E. Tamiami Trail RiPIIESaNTATMS. • Naples FL 34112 �e $RUT ? J ACORD 25(2001108) �/ ACORD CORPORATION 1988 CIy - �slltlt� 16E 7 • From:Carla Barker At:American Insurance 6 investments Feel(); To:Collier County Government Data:5/1(2000 03:56 PM Papa;3 of 3 IMPORTANT If the oertifioate holder Is an ADDITIONAL INSURED,the policy(les)must be endorsed.A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certifioate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the Issuing insurer(s),authorized representative or producer,and the certificate holder,nor does It affirmatively or negatively amend,extend or alter the ooverage afforded by the polioies listed thereon. • ACORD 25(2001108) 16E 7 85/04/2009 10:08 2392783613 RISK MANAGEMENT INS • PAGE 01/81 ACORD„ CERTIFICATE OF LIABILITY INSURANCE �>� inn�TT JYJ FROMM THIS CERTIF TE*ll3UEO As A MATTER OF o�09 ONLY AND C NO RIGHTS UPON THE CERTIFICATE Risk Naaageouent Insurances HOLDER.TIES CIRI WICATV DOES NOT A M1,EXTEND OR n.O. SOX 6197 ALTER NE COVERAGE WORDED BY MI POUCIE$BELOW. Tort Myers RL 33911-6197 Phone t 239-279-3999 INSURERS AFFORDING COVERAGE NAICAY MUM NbURERA 1001 s prance Co1�eILTr + wuitR leo Nlbe�z t Sc Avo MOM o NNW R 11UNER COVERAGES pie POUCwsOF INURANRI U$TEO MAMMY!M01 esuso70 ne MIUIM NAM MO II PON M POLICY MOO SOICATIO.NOIMTISTANOMO ANY woman TEIWOR°COM ONOPANYCOMIRA0T OROMiR0OaJY1rvanesw nsowiOMnoesTTWCATI wre mora oON MAY POITAII,TTIi NaJNANCEMPORDEI lYTHE POLL=COMM NNIN N eX CT TO ALL Tram7UWI.SXOLUSIOU$AI0 COMMONS OP NOON MAMA �N ,t7N TM OP manwsCE POLOY MIMdM OA7eANeeQi PORIN OORYI uwK seem LIPM.RY LAEN OeauRNeio* 11,000.000 A X x cowonaAt seem.tosturr CPP0004894 05/26/09 05/26/10 P' °°1"`ooaswM.I 8100,000 --]CUM MA9i d ocaw I m o WO y.yws ps I $3,000 PAAONALaAo muff •1.000.040 _ OMNEMLAO0wOA71 12,000,000 Oetl 000RIMTE tIOTAPPUia POA: PNOWOTI-o01i►OP AM •Ina/ in GA -�N 1 f7 Lop AONOAANA'C'TT =SW"iw 11,000,000 A X JON AUTO CA0007$72 05/26/09 05/26/10 �0 "t ALL OWNCDMJf01 _ PAI JURY • aOIIC .IDAUT01 X NM AUTOS L.Y • WNI X NON•O D AUTOS VW PINT • MAMA MAMMY AUTO ONLY-IA 00105NT I ' NIYAUIO /AJTOOIir4—s AUTOON.Y: Me NIoesIANI N141A LABILITY SAM 0001NARi0e$ I D MOM ED MAYAS MN AOORSMla e s °sourness _ e Meese COMPe naAN+D i4gim rat AOIPLlR�dlg�LIAILIIY I L, ACII?CLOW 1 aPIRIO �6tZ CtU � E.L PILAU- AMAPLOYSe$ I1�i * lINor LLOge0S1•POUMMIT_I OTTIEA DMCRORTON OF OPSRAPON11LAMTTON0►> ,scLSS►=MOM MOM myeamiEMNIMIPnCAAL Paconse Ns Collier County Porohasiag DepartGent is listed as an additional insured with respects to the general liability. *10 days notice of cancellation applies for non-payment. Tax6 239-252-6597 cse7TPICATH HOLDER CANCILLATION COLL80L 1NO1R.O MY OF Mt MOW OINKO11a POUR BO MCNICNUM onnM15*naluno0 CulJt r County eN7ITNwios,T1Aowns wounne MLLUI0MVCR10MAC 30* GAYSMMAI Purchasing Department IOTOS TO MI CarroPIOA1'i HOLM WNW TO TTM I. Y,aaT PAS.uIR1 TO DO so WALL AttnI Deana DeLeon 11P01S NO VIMATTON OR WIIUTY OP ANY AIO UPON MB MUM;ITS AOafls OR • 3301 7e. Taaiami Trail, Bldg 0 Naples IT 34112 ATMS. • ATAt A (200110*) 9 ACORD CORPORATION MS • 16E 7 pavhowno May 25, 2010 Mr. David Reeder SIRE Technologies,Inc. 3676 W.California Avenue, Unit 8100 Salt Lake City,Utah 84104 Fax:801-977-8775 Email:bythanalkstertnikausain REt Renewal of Contract#08-5009"Enterprise Content Management Software Solution- Dear Mr. Reeder: Collier County has been under Contract with your company for the referenced services for the past two years. The County would like to renew this agreement under the same terms and conditions for one(1)additional year In accordance with the renewal dause in the agreement. If you are agreeable to renewing the referenced contract, please indicate your intentions by providing the appropriate Information as requested below: I am agreeable to renewing the present contract for Enterprise Content Management Software Solution under the same terms,conditions,and pricing as the existing contract. I am not agreeable to renewal of this contract. If you are agreeable to renewing the contract,said renewal will be in effect from October 1, 2010 until September 30, 2011. Also,please provide a current Insurance certificate for our files,as per the original contract requirements. Due to the volume of insurance certificates received In the Purchasing Department, the contract number should be referenced on the certificate to ensure that our records are updated accordingly. 0,„ Purchirltp OprMW•3901 Trniwmi Tr 7 EKI•Nom,fbMli 34112•wow,miwgcw roUpwdhhirp 1 71 Page 2 of 2 RE: Renewal of Contract#08-5009"Enterprise Content Management Software Solution Please return this letter to the Purchasing Department with your response and Insurance certificate by August 2, 2010. Your prompt attention is urgently requested. If you have any questions you may contact me at 239-252-6020, email brendareavesncollierpov.net and fax 239-252-8692 or 239-732-0844. Best regards, Brenda Reaves Contract Technician Acceptance: SIRE Tedrnologies,Inc. Contra r endor By: Signature 'VV.%V . piAIn,-tev- C h o Typed Name and Title (Corporate Officer) Date: 1A M 2%2-010 In order to make sure our contact information Is current,please provide the following: Contact person: vAZ1Ve.. k G°)G Phone # 'fit '`1~1 `alp 0$ Fax# `6M '11-1 - 8~l i15 Email O k x, 61nvwt!j5It5„c-ow, Address: 22-11 t '1,9?tO St)&J-'t'tr'1 W 1/C,iV i 141 VI C: Michael Cox,Administration Services _ 16E7 ' L%Q 7E'Y CtD`vinty Administrative Services Division 'Purchasing April 4,2011 Mr. David Reeder Sire Technologies; Inc. . 2211 West 2300 South West Valley City,.Utah 84110 Fax: 801-971-8775: Email:dreederdilsiretechnoloales.com • RE: Renewal of Contrecta00.6008"Enterprise.Content.Management Software Solution"•Dear Mr. Reeder Collier County would like to renew the above agreement under the same terme and cbndltions for one(1)additional year in accordance with the renewal clause In the agreement. • If you are agreeable please indicate your intentions by providing the approprlets Infom t1on.as• requested below: X' I am agreeable to renewing the above referenped contract under the same terms,conditions,and pricing as the existing.contract The following attached documentation must bo provided with response: • Provide updated and current ineurance.certHieate,and. • Provide a copy of the company's Department of Homeland Security executed E Verify profile page or memorandum of understanding. I.am not agreeable to renewal of this contract. By your signature this contract will be in effect from September 1, 2011 until October 31.,2012. • Rrthastg Depabred'3321 Tamlami Trap East•Naples,.Fbrida 34112.4901.www cdllergov.aetlpurahaebty . • 16E7 Page 2 of 2 RE: Renewal of Contract 808-6009"Enterprise Content Management Software Solution" Please return this letter to:the.Purchasing Department with your response,insurance certificate,E• Verify or MOU at your earliest convenience.If you have any questions you may contact me at 239- 252-6020,email brepdateavesei/coltieraov.net and fax 239-252-8592 or 239-732-0844. Best regards, Brenda Reaves Contract Technician • Acceptance of Contract Renewal (Submit updated insurance requirements and•executed E.Verifr profite•pager,orMOU) Name of Company ` SIRE Technologies,Inc. Company Signature (Corporate Officer) Print Corporate Kris.Painter,President Officer Name Signature Date 04/05/20.1.1 Updated Contact information :; - (In order to make sure our contact infortnatlon is current) Contact Name. David Reeder Telephone Number 501-450-4141 FAX Number 801-977-87Th Email Address dreederfalsiretechnoloales.com Address 2211 W 2390 S • West yallev City, Utah 84119 1 6E 7 Co per County Administrative Services Division Purchasing • • • • June 25, 2012 • Mr. David Reeder Sire Technologies, Inc. 2211 West 2300 South • West Valley City, Utah 84119 Fax: 801-977-8775 Email:dreederesiretechnolooles.com RE: Renewal of Contract#08-6009"Enterprise Content Management Software Solution" Dear Mr. Reeder. • Collier County would Ilke to renew the above agreement under the same terms and conditions for one (1)additional year in accordance with the renewal clause in the agreement. If you are agreeable please indicate your Intentions by providing the appropriate information as requested below: x I am agreeable to renewing the above referenced contract under the same terms,.conditions,and pricing as the existing contract The following attached documentation must be provided with response. I am not agreeable to renewal of this contract. • By your signature this contract will be in effect from September 2,2012 through September 1, 2013. • Pst haekg Dap 1nsd•3327 Tamiami Trall East•Naples,Fbrida 34112-4901•www.cWbrgov.nel/pumheekp• f- 1 6 E 7 . Page 2 of 2 RE: Renewal of Contract#08-•5009"Enterprise Content Management Software Solution" Please return this letter to the Purchasing Department with your response at your earliest convenience. If you have any questions you may contact me at 239-252-6020,email brendareavestdZaolliergov_net and fax 239-252-6592 or 239-732-0844. Best regards, x4(44..44.:0 Joann, arkiewicz 6:4 Interim Director—Purchasing/General Services Name of Company 4117:1.• Company Signature '""^� Co •orate Officer Print Corporate Officer �t111-311:Pliilnietilr3ig t1"FliFflfteli Name Signature Date 3x f it +} 1 � ,i Contact Name David Reeder Telephone Number 8Q1-45Q-3441 filgbUe 801-977-8608 Office FAX Number = • Email Address •ree•er(rD_s retec no oales.com Address ' r •r West Valley City, Utah 84119 (1)