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#14-6249 (Vision Technology Solutions, LLC Assumption d/b/a/ Vision Internet Providers) ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into as of J u h e_ a3 , 2015, by and between Vision Technology Solutions, LLC d/b/a Vision Internet Providers ("Vision Technology"), and Collier County, a political subdivision of the State of Florida("County"). WHEREAS, on June 2, 2014, the County entered into Contract #14-6249 "Collier County Website and e-Procurement Bidding System Hosting and Maintenance" with Vision Internet by means of a Waiver Request approved by the Procurement Department (both attached hereto as Exhibit A, and hereinafter referred to as the "Agreement"); and WHEREAS, Vision Technology hereby represents to Collier County that by virtue of a growth capital investment, Vision Technology is the successor in interest to Vision Internet in relation to the Agreement; and WHEREAS, the parties wish to formalize Vision Technology'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. Vision Technology accepts and assumes all rights, duties, benefits, and obligations of the Contractor under the Agreement, including all existing and future obligations to pay and perform under the Agreement. 2. Vision Technology will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Except as expressly stated, no further supplements to, or modifications of the Agreement are contemplated by the parties. 4. Notice required under the Agreement to be sent to the contractor shall be directed to: CONTRACTOR: David M.Nachman, Chief Executive Officer Vision Technology Solutions, LLC d/b/a Vision Internet Providers 2530 Wilshire Blvd., 2nd Floor Santa Monica, CA 90403 Telephone: (310) 656-3100 E-mail: dnachman@visioninternet.com 5. The County hereby consents to Vision Technology's assumption of the Agreement. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat Vision Technology as the Contractor for all purposes under the Agreement. Except as provided herein,all other terms and conditions of the Agreement remain in full force and effect. I15-PRC-02886/1180922/1) Page 1 of 2 Assumption by Vision Technol ogy Solutions,LLC IN WITNESS WHEREOF,the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. AS TO COUNTY: ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E.BROW,Clerk COLLIER COUNTY, FLORIDA By: , A , 1, 1� I , By. '._ Attest ► ''' �''t'Clerk TIM NANCE, CHAIRMAN signature on y, , AS TO VISION TECHNOLOGY SOLUTIONS, LLC DBA VISION INTERNET PROVIDERS WITNE ES art By: il/ti k ✓a &,2dov bayid /Vitu4#41(c•-/Gc 0 Print Name Print Name/Title 4-4N---- 0-/--------- d°d,- _0 , it—irC.1 Print Name Approv.ski• form and legality: lit l ;` Jeffrey A •; ow County . •rney (15-PRC-02886/I 180422/1 J Page 2 of 2 Assumption by Vision Technology Solutions,LLC , \. EXHIBIT A AGREEMENT14-6249 for Collier County Website and e-Procurement Bidding System Hosting and Maintenance THIS AGREEMENT, made and entered into on this ai.2 day of tn0 . 2014,by and between Vision Internet Providers, Inc., whose business address is 2530 Wilshire Blvd. 2nd Floor, Santa Monica, CA 90403 (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the"County" or"Client"): WITNESSETH: 7.. COMMENCEMENT. The Contractor shall commence the work upon issuance of a Purchase order. 2. CONTRACT TERM. The contract shall be for a two (2) year period, commencing on the above date and terminating(2)years from that date. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1) additional two (2) year period. County shall give the Contractor written notice of the County's.intention to renew the Agreement term not less than ten(10) days prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one, hundred eighty (180) days. The County Manager, or his designee, shall give the Contractor 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. 3. STATEMENT OF WORK. The Contractor shall provide Website Hosting, Maintenance and Related Services in accordance with the terms and conditions of this Agreement and Exhibit A, Scope of Services 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 Parties, in compliance with the County Purchasing Ordinance and Purchasing Procedures in effect at the time such services are authorized. Page 1 of 12 (. . 4. COMPENSATION. The County shall pay the Contractor for the performance of this Agreement pursuant to Exhibit A and Exhibit B. 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, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Invoices may be submitted by the Contractor on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212,Florida Statutes,Certificate of Exemption#85-8015966531C-2. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following Address: Vision Internet Providers,Inc. 2530 Wilshire Blvd. 2nd Floor Santa Monica,CA 90403 Attn:Steve Chapin. Cc:Rose De Vries Fax:310-656-3103 All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples,.Florida 34112 Attention:Joanne Markiewicz, Director, Procurement Services Telephone: 239-252-8407 Facsimile: 239-252-6480 The Contractor 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. Page 2 of 12 €.0, r.,-, ______ 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County, 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors/Subconsul tants. The Contractor shall also be solely responsible for payment of any and all taxes Ievied on the Contractor. In addition, the Contractor 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 Contractor agrees to comply with all. Iaws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any 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 Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the contract of the Contractor. Should the Contractor 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 Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should.the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per. this Agreement,the County may terminate said agreement for cause; further either party may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Contract Amount paid through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION.The Contractor agrees that there shall be no discrimination as to race,sex,color,creed or national origin. Page 3 of 12 12. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of$500,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $500,000 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. D. Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $500,000 each claim and in the aggregate. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall he maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within thirty (30) days after receipt, of any notices of expiration,cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors/subconsultants comply with the same insurance requirements that he is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor 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, whether resulting from any Page 4 of 12 etr z' claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor 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. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Communication and Customer Relations Department. 15. CONFLICT OF INTEREST. Contractor 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. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Insurance Certificate(s), Exhibit A Scope of Services and Exhibit B Price Schedule. 17. SUBJECT 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. 18. 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, as amended, 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 Page 5of12 i 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. 19. COMPLIANCE WITH LAWS. By executing and entering into this agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal., state and local laws, codes, statutes, ordinances,rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with 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; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553,Florida Statutes), and the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d)and (3))). If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor 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. 20. 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. 21. 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. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Ordinance and Purchasing Procedures. 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 Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County 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 Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County'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,Fla.Stat. Page 6 of 12 0 24. 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. 25. KEY PERSONNEL/ CONTRACT STAFFING. The Contractor'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 ensure that competent persons will be utilized in the performance of the contract. The Contractor shall assign as many people as reasonably necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. 26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of this Agreement and the Contractor's Proposal, the Contract Documents shall take precedence. 28. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. . * * * * Page 7 of 12 r ' e _____ I IN WITNESS WHEREOF, the parties hereto,have each, respectively,by an authorized person or agent,have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY,FLORIDA B - Joann. Mark icz ,sr sfir Procurement Service. 2- Vision Internet Providers,Inc. Contractor L.P'"No4 .-/''' ".c4"r4-'.. \('''''''''' . _ By -`Wt Ist Witness f„lJ , Li,---yes ;� 1gnt /= — / ear e i i /C✓ /'ti 7 TTj pe/print witness nameT TType/print signature and titleT / All Second Will ess TType/print /itness nameT Approved as to Form and Legality: 1 A A . - Assistapt C.11 my Att brney Print Name Page 8o'12 0 Exhibit A Scope of Services Collier County Website and e-Procurement Bidding System Hosting and Maintenance 1. a. Contractor shall do all work and carry out all activities necessary for completion of Website Maintenance and Hosting Services for www.colliergov.net, including the e-Procurement Bidding System. b. Contractor enters into this Agreement as an independent contractor and not as an employee of the Client. The Contractor shall have no power or authority by this Agreement to bind the Client in any respect. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status. All employees, agents,contractors or subcontractors hired or retained by the Contractor are employees, agents, contractors or subcontractors of the Contractor and not of the Client. The Client shall not be obligated in any way to pay any wage claims or other claims made against Contractor by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this Agreement. 2. Contractor agrees to perform website maintenance for www.colliergov.net and the e- Procurement Bidding System up to five (5) hours per month at a price of six hundred thirty- seven dollars ($636.70) per month. Maintenance beyond five (5)hours per month is optional and considered Extra Work as described in Paragraph 3. Any unused hours in a given month will be applied to the following month ("Surplus Hours"). In the event there are Surplus Hours at the end of twelve (12) months, Contractor will allow Client to apply these hours to website component development,provided that: a. Contractor has been paid in full,and on time each month, b. Any work to utilize Surplus Hours is requested by Client prior to the end of the thirteenth month, and c. Work requested by Client can be reasonably completed by Contractor by the end of the fourteenth month. In the event that the conditions of 2 a,b,and c above are not fulfilled then all Surplus Hours are forfeited. 3. Additional services not covered in this Agreement and extra work(i.e.,work beyond the five(5) hours per month) may he requested by Client from time to time under this Agreement ("Extra Work"). Extra Work will be billed at prevailing hourly rates which are currently as stated in Exhibit B —Price Schedule,attached herein and incorporated by reference. Client shall be responsible for any or all additional fees including, without limitation: photography, stock images, illustration, scanning, software, applications, online promotion, marketing, copy writing, redesign, change orders, mailings, and fees to any third party vendors if applicable. 4. Client understands that Contractor will perform maintenance to be compatible with existing Client website utilizing the Vision Internet Content Management Tool. 5. Contractor does not warrant any results from the use of any web pages created under this Agreement, including but not limited to, the number of page or site visitations, download speed, database performance,or the number of hits or impressions. Page 9 of 12 1 6. Although Contractor may offer an opinion about possible results regarding the subject matter of this Agreement, Contractor cannot guarantee any particular result. Client acknowledges that Contractor has made no promises about the outcome and that any opinion offered by Contractor in the future will not constitute a guaranty. 7. Contractor shall provide website hosting for www.colliergov.net, hereinafter"Website", for the Client including,but not limited to, the following: • Microsoft Windows Server 2008 • Microsoft SQL Server 2005 • 10 GB of storage • Unlimited T3 bandwidth(over a 100 Mbps digital line) • Tape backup • Monthly web usage statistics reports • Guaranteed 99.9%uptime • Redundant server and disk storage • Power failure equipment including battery backup • Redundant generator backup • Full climate control • Security access via ID,palm scanner,and key card • 24/7 monitoring 8. Contractor guarantees a maximum forty eight (48) hours turnaround for most support issues, most of which are handled within an hour of reporting. Telephone and email support hours are 6:00 am to 6:00 pm Pacific Standard Time (PST), Monday to Friday, excluding holidays ("Business Hours"), with emergency support available 24 hours a day, 7 days a week. In case of an emergency, a cell phone number is provided by Contractor to Client for assistance. An emergency is defined as the website being down for more than ten (10)minutes. 9. Each Party warrants that it holds all rights necessary to display all the images,data,information or other items being displayed at the Client's web pages during the effective period of this Agreement. Client expressly authorizes Contractor to display and/or modify any Client supplied images, data,information and other items in connection with the services provided herein. 10. Client agrees to use the website in strict accordance with, hut not limited to, all local, state, and federal laws. Client hereby agrees that any text, data, graphics, or any other material published by Client on its website is free from violation of or infringement upon copyright, trademark, service mark, patent, trade secret, statutory, common law or proprietary or intellectual property rights of others,and is free from obscenity or libel. Page 10 of 12 11. The waiver by one Party of any term or condition of this Agreement, or any breach thereof, shall not be construed to be a general waiver by said Party or as a waiver of any other term or breach. 12. It is understood and agreed that if any interpretation is to be made of this Agreement, the same shall not be construed for or against any of the Parties. 13. CONTRACTOR MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE WHATSOEVER. In no event, at any time, shall the aggregate liability of Contractor exceed the amount of fees paid by Client to Contractor and Contractor shall not be responsible for any lost profits or other damages, including direct, indirect, incidental, special, consequential or any other damages,however caused. 14. MI rates payable to Vision Internet hereunder are payable in U.S. funds, which rate shall be increased by three percent (3%) per year, for each year of the Contract Term, and any and all extension or renewal terms. If the Term of this Agreement is extended or renewed beyond two (2) years,all of the terms and conditions of this Agreement shall continue, unmodified, in full force and effect,until the end of the last applicable renewal or extension term, except that all rates, fees, charges, and compensation payable to Contractor hereunder shall be increased by a maxim um. of three percent(3%)per year, for each annual extension or renewal period extending the term hereof. Notwithstanding the foregoing, this Section shall not apply to the e-Procurement Bidding System hosting rate which is capped at$200.00 per month. 15.Notwithstanding anything to the contrary, Client understands and agrees that Contractor shall retain all right, title, and interest to the Vision Content Management Tool (also known as the Vision Internet Content Management Tool, VCMT, VCMS and the Vision Content Management System), and Dynamic and Interactive Components. Page 11 of'12 Exhibit B Price Schedule Website Hosting $231.53/month e-Procurement Online Bidding System Hosting $200.00/month Monthly Website Maintenance Up to 5 hours a month $636.70/month Above 5 hours a month Extra Work Extra Work HTML Programming, Data Input $85/hour Graphic Production $95/hour Quality Assurance,Testing,Debugging,Webmaster Services $105/hour Consulting,Project Management, Database Design, Dynamic Programming $135/hour Graphic Design,Training $125/hour Straight flatbed scanning $10 per scan Websites exceeding 10GB of storage $50/month per 5GB increment in excess Touch up work to images billed at Graphic Design hourly rate Page 12 of 12 �1 ,„....," k.A M I C..ot, " Counter Collier County Administrative Services Divitxt Waiver Request Purchasing tntb7RCtions completed waiver.requests must be submitted to the departments procurement professionai°fol'any amount above tQ. Purmhaseaabove$3000 require th YqOCOS iefo I competition. The department must provtde j catiortt W.'' Purchase,40 request considerate+ •to valva the compe ve purchasing process and purchase from a single vendor. Waivers of greater'than $50,000 will require approval by the Board of County Cgajp i$suOners. To qualify for a waiver: select a waiver Category, provide art explanation of the research cortducted and the supporting rationale,and acquire the approval signature from your director:Send the waiver • request,any research information and contract materials to your purchasing professional in Purchasing. Requester Name: Cat Bigelow Vendor Name: vision Internet Department: C&CR Item/Service: wetstele hosting&maintenance Requisition #(if applicable): Anticipated Cost approximately$10,000 annually Emergency: Describe the public health or safety issues that requires the immediate product or service(i.e.,The supply of vaccination was completely depleted within hours of delivery to the employee health center;the current vendor will not receive another shipment for 2 weeks). Compatibility/Proprietary(One of a Kind or No Substitute Available): Describe the research completed to determine that there is only one product or service capable of meeting the County's existing conditions and that no other vendor can provide a product,component,or replacement part that may be substituted. The County solicited a website design and hosting in 2005(bid#05-3864)approved by the Board on 01/24/06 16.F,4. it is in the County's best financial/time Interest,and the interest of the public,to retain Vision Internet for its website hosting and services. This Is a 'negotiated'replacement contract for a period of two years with one additional two year period. Authorized Distributor: Describe the research completed to find similar features and operability,and a letter from the manufacturer naming the single source authorized distributor(s)in the southwest Florida region. It is a felony to knowingly circumvent a competitive process for commodities or services by fraudulently specifying sole source. Florida Statute 838.22(2). Requested by: 1 41..• Date: Department Directc2t, 6AP L- / Date: C/,2_/m - Procurement Professi „_�e: CO) A m CERTIFICATE OF LIABILITY INSURANCE 7/6/2015/DDYY) 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 NAMEACT Vicki Dixon The Hauser Group PHONE FAX 8260 Northcreek Drive, Suite 200 E M No.Ext):513 745 9200 (A/c,No): E-MAIL Cincinnati OH 45236 ADDRESS:vdixon©thehausergroup.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hanover Insurance Company 22292 INSURED VISIO-2 INSURER B:Underwriters at Lloyd's 15792 Vision Technology Solutions, LLC INSURER C: Vision Holdings, LLC INSURER D: 2530 Wilshire Blvd.,2nd Floor , Santa Monica CA 90403 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:754934656 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 SUBR POLICY EFF POLICY EXP LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A GENERAL LIABILITY Y 07W A400315 00 8/15/2014 8/15/2015 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PRMMGE TO RENTED PREMISES(Ea occurrence) $500,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $2,000,000 POLICY X P7 LOC $ A AUTOMOBILE LIABILITY 07W A400315 00 8/15/2014 8/15/2015 I COMBINED SINGLE LIMIT (Ea accident) $1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Pid AUTOS AUTOS (Per accent) $ _ NON-OWNED PROPERTY DAMAGE $ X HIRED AUTOS X AUTOS (Per accident) $ A X UMBRELLA LIAB X OCCUR O7W A400315 00 8/15/2014 8/15/2015 EACH OCCURRENCE $3,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000,000 DED RETENTION$ $3,000,000 A WORKERS COMPENSATION W2W A398655 00 8/15/2014 8/15/2015 X WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS - ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (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 A Contents-Special form 07W A400315 00 8/15/2014 8/15/2015 $100,000 Limit B Replacement cost UCS2688168 8/1/2014 8/1/2015 $500 Deductible Professional/Cyber $1,500,000 limit $5,000 ded DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space Is required) Collier County is an additional insured(s)solely with respect to general liability coverage as evidenced herein as required by written contract with respect to work performed by the named insured(s). CERTIFICATE HOLDER CANCELLATION 30 days SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County ACCORDANCE WITH THE POLICY PROVISIONS. 3299 Tamiami Trail E.STE 700 Naples FL 34112-5749 AUTHORIZED REPRESENTATIVE W . ©1988-2010 ACORD CORPORATION. All rights reserved. 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