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Backup Documents 07/12/2016 Item #16F 2 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16F 2 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT, — CI 1 �wi� THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR • rig .3 C D Print on pink paper. Attach to original document. The completed routing slip and original documents are to be fo .ar m e' to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the Cougti�t4g tttry �e no lat r than Monday preceding the Board meeting. JUL Ll++ VV **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is r d tthe exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the o n y Attorney Office. Routed by Procurement Services to the Office Initials Date Following Addressee(s) (In routing order) 1. Risk Management Risk t' 1 )L `) t7, ) f 6 2. County Attorney Office County Attorney Office 5 / ,b 3. BCC Office Board of County Commissioners \AS-`6/ `1‘7_10`klo 4. Minutes and Records Clerk of Court's Office 7A-10116 Tfc-i44_ 5. Return to Procurement Services Procurement Services Division Contact: Camille S-M PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missin• information. Name of PrimaryI him- s +:S,'„ �� Phone Number a Procurement Staff 2OI6 Contact and Date Agenda Date Item was 7/17J2016 Agenda Item Number 16.F.2 Approved by the BCC Type of Document Contract Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract 16-6648.1.utertral- number if document is Number/Company Software Holdings to be recorded Name INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? CJSM la 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be etswr signed by the Chairman,with the exception of most letters,must be reviewed and signed `t`'-o by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's CJSM signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip E't3IGT -1 p should be provided to the County Attorney Office at the time the item is input into SIRE. N1)r Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on the date above and all changes made CJSM during the meeting have been incorporated in the attached document. The County , Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made,and the document is ready for the Chairman's signature. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 16F2 MEMORANDUM Date: July 27, 2016 To: Camille Shim-Marinos Procurement Services From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #16-6648 "Internal Control Software" Contractor: Ignite Software Holdings, LLC Attached is an original of the document referenced above, (Item #16F2) approved by the Board of County Commissioners on Tuesday, July 12, 2016. The second original has been held by the Minutes and Records Department as part of the Board's Official Record. If you have any questions, please contact me at 252-8411. Thank you. Attachment 16F2 AGREEMENT 16-6648 for Internal Control Software THIS AGREEMENT, made and entered into on this 12...4-k day of :u` 2016, by and between Ignite Software Holdings, LLC, authorized to do business in the State of Florida, whose business address is 515 Post Oak Blvd., Suite 910, Houston, Texas 77027, (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a one (1) year period, commencing on Date of Board award and terminating one (1) year from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew annually the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term 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 and 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 prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the services upon the issuance of a Purchase Order. 3. STATEMENT OF WORK. In response to the County's Request for Proposal (RFP) for Internal Control Software, RFP #16-6648, the Contractor shall provide services in accordance with the terms and conditions of RFP #16-6648, Exhibit A — Scope of Services, Exhibit C - Subscription Agreement and Contractor's Proposal, 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's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 1I : #16-6648 "Internal Control Software" CND 16F 2 4. THE AGREEMENT SUM. The County shall pay the Consultant for the performance of this Agreement pursuant to the fees set forth in Exhibit "B " - Price Schedule, the price methodology as defined in Section 4.1, and Section 4.4 Travel and Reimbursable Expenses as defined in this Agreement. Prices shall remain firm for the initial term and all renewal terms of this Agreement. 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 Price Methodology: Lump Sum (Fixed Price): a firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. Time and Materials: the County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. Unit Price: the County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification. 4.2 Any County agency may purchase products and services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. 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. 2IP #16-6648 "Internal Control Software" 16F2 4.4 Travel and Reimbursable Expenses. Travel and Reimbursable Expenses must be approved in advance in writing by the Project Manager, or designee. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Any trips within Collier and Lee Counties are expressly excluded. Reimbursements shall be at the following rates: Mileage $0.445 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard-size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Actual cost of either taxi or airport Limousine limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to 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: Ignite Software Holdings, LLC 515 Post Oak Blvd., Suite 910 Houston, Texas 77027 Attention: Nick Bednorz, CEO & Managing Partner Telephone: 713-589-5052 Facsimile: 713-589-3799 Email: nebednorz(c axiapartners-us.com 3 a e #16-6648 "Internal Control Software" 16F 2 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 Procurement Services Division 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Director, Procurement Services Division 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. 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. 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 and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied 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 laws 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 Agreement 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. Page I4 #16-6648 "Internal Control Software" 1 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 the County 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 Agreement Amount earned 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. 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 $1,000,000 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 $100,000 for each accident. D. Technology Errors & Omissions: Such insurance shall have limits of not less than $1,000,000 per occurrence. 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 be 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 ten (10) 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 Page I 5 #16-6648 "Internal Control Software" 16F2 6 provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours 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 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 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. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Public Utilities Division. 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 AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Exhibit A — Scope of Services; Exhibit B — Fee Schedule; Exhibit C — Subscription Agreement, Contractor's Proposal, Insurance Certificate(s), and RFP #16- 6648. Page 6 #16-6648 "Internal Control Software" 16F 2 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 specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement 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)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be Page 17 #I6-6648 "Internal Control Software" 0 16F2 inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. 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 Agreement 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 Agreement in compliance with the Procurement Ordinance, as amended, and Procurement 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 Page 8 #16-6648 "Internal Control Software" 0 16F 2 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. 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. AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement/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 Agreement. The Contractor shall assign as many people as necessary to complete the Agreement on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service delivery 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 the Request for Proposal (RFP), the Contractor's Proposal, and/or the County's Board approved Executive Summary, this Agreement shall take precedence. 27. 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. 28. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which Page 19 #16-6648 "Internal Control Software" 0 16F2 their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS a},colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. * * * * * Page 10 #16-6648 "Internal Control Software" 16F 2 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 ATTEST: COLLIER COUNTY, FLORIDA Dwight E. Brock, Clerk of Courts k3glAkak By: 1111/40 164°6 Donn Fiala, Chairman Dated: ic1R--111.; ?_ (SEA "Attest as to ainitan's signature only( Ignite Software Holdings, LLC Contractor 4 4 Wi - , / Sig TType/print witness name 1-Type/print signature and titleT a Secon, 'itn ,ss___._ �/- i 2-4- L--1,„lcr TType/print witness narneT A •roved as to rm nd Legality:• j Count A orney n 1.1 Print Name �, ..� .... item# I 1 Fa Agenda Date lL�) Date X04.1/ . Recd Deputy erk Page 11 -- 416-6648 -i 16- 38 "Internal Control Software" ,+. ` 16F 2 Exhibit A Scope of Services The Contractor will provide a user friendly "cloud based" software solution that: 1. Develops and manages COSO/GAO internal control framework. 2. Is scalable and customizable for agency wide application. 3. Manages dashboards to monitor results and current status that is scalable for all users of the system. 4. Maps internal controls from the COSO Point of Focus/GAO Attribute level to the component level. 5. Provides levels of security authorizations and permission levels, which may include administrator, editor, viewer, etc. 6. Provides for unique transaction numbering. 7. Allows for system users to display and edit internal control purpose, review instructions, policies, etc. 8. Customizes schedule of internal control review frequencies. 9. Facilitates internal control review certification though a customizable electronic workflow with various approval levels. 10.Provides functionality that allows additions, storing of documents or notes, and archive internal control comments and documents for each internal control review on a centralized web-based database. 11.Tracks capabilities such as deficiency mitigation, control update implementation, best practices, etc. 12.Generates automated email reminders for deadlines, new assignments, etc. 13.Provides for customizable and scalable reporting at the agency, division or department level, and allows data to "push" or be pulled to other County applications. 14.Provides for user friendly screens, reports and integration tools. The Contractor is expected to: 1. Review the current data and work completed by the Agency and integrate that information into the new software (data migration); 2. Provide the Agency with a test environment on an on-going basis as the Agency may consider new functionality, reports, etc.; 3. Provide customer service and support for implementation of the new software by assisting with set-up, training and on-going support; 4. Provide a back-up, storage and retrieval system in the event of an emergency; 5. All data included within the system belongs to the Agency. 6. Provide the Agency with its data at the end of the contract and assist the Agency in a cooperative manner moving the data and history should the Agency change contractors. 7. The Contractor agrees to adhere to the Agency Technical Requirements in Exhibit 1- TACS of the RFP. Page I12 #16-6648 "Internal Control Software" 16F2 2 Exhibit "B" — Price Schedule Implementation Phase Description Lump Sum Fee Phase I — Data Migration $7,600 • Configure data for excel upload into Ignite. • Setup role definition — administrator, edit and read- only • Configure Workflow Phase III — Testing and Acceptance In Development $3,080 Environment • Provide a test environment, where needed, for Collier Phase IV — Training (Development of training materials, $6,550 including "trainer and trainer" transfer of knowledge) • Training to include on-site group training, webex group Note: 80 hours training, and training of administrators to "train the included at no cost trainer". Phase V —Post Production Support (include 40 hours annual $0 at no cost to the County) • Post production support for Collier for setup, end user assistance, etc. • See below* Consulting Phase Description Lump Sum Fee Phase II — Develop Test Scripts $26,950 • Develop COSO/GAO, as appropriate, questionnaires for the self-certification process Phase V— Post Production Support $6,750 • Additional assistance with setup, support, configuration, etc. Phase VI — Project Management $7,500 • Overall project management to include project oversight, client meetings and final review. *Post Production Support: The Contractor shall provide Post Production Support during the term of this Agreement including all renewal terms. The Contractor agrees to provide at no cost to the County forty (40) hours annually for Post Production Support. Any Post Production Support beyond the annual forty (40) hours will be charged on a time and material bases per Section 4.1 Price Methodology and must be approved in advance in writing by the Project Manager, or designee. Page I • #16-6648 "Internal Control Softwa 16F2 Exhibit "B" — Price Schedule Annual User Fees Users Annual Unit Price Per User 0-200 $250** 200-300 $225** 300-400 $200** **The Contractor will provide forty hours of training for the purchase of every 100 additional uses at no cost the County. Any traveling expenses related to training will be pursuant to Section 4.4 Travel and Reimbursable Expenses and must be approved in advance in writing by the Project Manager, or designee. Page 14 #16-6648 "Internal Control Software" 16F2 Exhibit C Ignite's Master Subscription Agreement Ignite ("Contractor" and "Ignite") hereby agrees to grant Collier County, a political subdivision of the State of Florida ("County" and "Customer"), who hereby agrees to accept the following subscription terms for the use of Consultant's provided software. Definitions "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with you during the Term of this Agreement, for as long as such relationship remains in effect. "Agreement" means the terms and conditions of this Master Subscription Agreement, any subsequent Service Order Form(s) signed by the parties and materials incorporated by reference herein. "Ignite" means Ignite Internal Controls, LLC., a Texas corporation, having its principal place of business at 515 Post Oak Blvd., Suite 910, Houston, TX 77027. "Ignite Technology" means all Ignite proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) which Ignite makes available to you in providing the Hosted Service. "Confidential Information" means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (ii) the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation: (A) nonpublic information relating to a party's technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (B) third-party information that Company is obligated to keep confidential; (C) the material terms and conditions of this Agreement; and (D) any nonpublic information relating to any activities conducted hereunder. Notwithstanding the foregoing, the term "Confidential Information" does not include any information that is either: (i) readily discernible from publicly-available products or literature; or (ii) approved for disclosure by prior written permission of an executive officer of the disclosing party. Confidentiality of information contained in this Agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. Page 1 15 #16-6648 "Internal Control Software" 16F P "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Hosted Service. "Customer Data" means any data, information or material provided or submitted by you to the Hosted Service. "Documentation" means the standard user instruction materials describing the use and operation of the Hosted Service. "Hosted Service" means Ignite's online risk and controls online platform and related services that Ignite provides to Customers and is designated in Exhibit*** Price**of the Master Agreement, and subsequent Service Order Form(s) to be provided to Customer by Ignite. "Initial Term" means the initial period during which you are obligated to pay for the Hosted Service as set out in the Master Agreement and during which a specified number of Users are licensed to use the Hosted Service pursuant to the Master Agreement. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights, derivatives thereof and all renewals thereto as well as other forms of protection of a similar nature anywhere in the world. "License Administrator(s)" means those User(s) you designate who are authorized to purchase licenses by executing Service Order Form and to create User accounts and otherwise administer your use of the Hosted Service. "Master Contract" means Agreement 16-6648 for Internal Control Software entered into by and between Ignite and Customer concurrent with this Agreement. "Service Order Form" means the a documents signed by authorized representatives of both parties and itemizing number of User licenses and other services purchased by Customer thereunder. "User(s)" means your employees, representatives, consultants, contractors or agents authorized to use the Hosted Service and have been supplied user identifications and passwords by you (or by Ignite at your request). "Upgrade/Updates" — All version upgrades and software updates are included at no cost to the Customer. "You", "Your" or "Customer" means Collier County, a political subdivision of the State of Florida and Collier County Board of County Commissioners entering into this Agreement with Ignite. 1. License Grant & Restrictions. Page 16 #16-6648 "Internal Control Software" (i) 16F2 2 During the Term of the Master Agreement, Ignite shall provide to Customer the hosting, management, and operation of the Hosted Services for remote electronic access and use by Customer and its Users for Customer's internal business purposes. Ignite hereby grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Hosted Service, solely for Customer's own internal business purposes, subject to the terms of the Master Agreement and this Agreement. All rights not expressly granted to Customer are reserved by Ignite or its licensors. Customer, under this license and grant, agrees to and is subject to the following restrictions: (i) Customer will not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Hosted Service; (ii) Customer will not modify or make derivative works based upon the Hosted Service; or (iii) Customer will not reverse engineer or access the Hosted Service in order to: (a) build a competitive product or service; (b) build a product using similar ideas, features, functions or graphics of the Hosted Service; or (c) copy any ideas, features, functions or graphics of the Hosted Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users replacing former Users who no longer use the Hosted Service. Customer will not: (i) send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material to the Hosted Service; (ii) send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs to or from the Hosted Service; (iii) interfere with or disrupt the integrity or performance of the Hosted Service or the data contained in it; (iv) attempt to gain unauthorized access to the Hosted Service or its systems or networks; or (v) use the Hosted Service in violation of applicable law. The Hosted Service and Documentation are the property, confidential information and trade secrets of Ignite and may not be used or disclosed except as provided herein. Customer Affiliates may use the Hosted Service to the same extent Customer may use the Hosted Service, and may access the same without additional charge to Customer (subject to the limitations set forth in this Agreement); provided however, that Customer will be Page 17 #16-6648 "Internal Control Software" C 16F 2 responsible for the compliance of all such Affiliates with the terms and conditions of the Master Agreement and this Agreement, as if such Affiliates were parties hereto. All rights granted to an Affiliate hereunder will automatically cease upon that Affiliate ceasing to be Customer's Affiliate. The restrictive terms of this Section 1 shall survive termination of the Agreement regardless of cause. 2. Customer's and Ignite's Responsibilities; Confidential Information. Customer will abide by all applicable laws, treaties and regulations in connection with Customer's use of the Hosted Service. Customer is solely responsible for maintaining the security of all user names and passwords granted to it or it Users, for the security of its information systems used to access the Hosted Service. If any of Customer's License Administrator's cease to be employed or engaged by Customer, Customer shall immediately notify Ignite. Ignite has the right at any time to terminate access to any user if Ignite reasonably believe that such termination is necessary to preserve the security, integrity, or accessibility of the Hosted Service or Ignite's or its licensor's network. Customer agrees not impersonate another user of the Hosted Service or provide false information to gain access to or use the Hosted Service. Customer agrees to: Confidential Information: Use of Confidential Information. Each party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this Agreement, and it shall not disclose the Confidential Information to any other persons without the disclosing party's express written authorization. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. Required Disclosures. A receiving party may disclose Confidential Information of the disclosing party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving party (i) gives the disclosing party reasonable written notice to allow it to seek a protective order or other appropriate remedy (except to the extent compliance with the foregoing would cause the receiving party to violate a court order or other legal requirement), (ii) discloses only such information as is required by the governmental entity or otherwise required by law, and (iii) and uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed. Return of Information. If a disclosing party so requests at any time, the receiving party shall return promptly all copies, extracts, or other reproductions in whole or in part of the Confidential Information in its possession. Survival. The parties hereto covenant and agree that this Section 2 will survive the expiration, termination, or cancellation of this Agreement for a period of 3 years, except for Confidential Information constituting a trade secret, with respect to which this Section will survive the Page18 #16-6648 "Internal Control Software" C lot: 7 expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret. 3. Account Information, Data and Privacy. Ignite does not own any Customer Data. Customer Data is Customer's proprietary and confidential information and will not be accessed, used or disclosed by Ignite except for the limited purpose of supporting Customer's use of the Hosted Service. Customer, not Ignite, has sole responsibility for the entry, deletion, correction, accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use the Customer Data. Ignite will not be responsible for any destruction, damage, loss or failure to store any Customer Data beyond its reasonable control or resulting from any failure in data transmission or operation of the Hosted Service by Customer. If this Agreement is terminated, Ignite will make available to Customer access to Customer's Data via current export functionality for thirty (30) days post termination if Customer so request in writing at the time of termination. Customer agrees and acknowledge Ignite has no right or obligation to retain Customer Data more than thirty (30) days after termination or expiration and will destroy Customer Data in its possession or control thirty (30) days after termination or expiration of this Agreement. 4. Intellectual Property Ownership. Ignite alone (and its licensors, where applicable) own all right, title and interest, including all related Intellectual Property Rights, in and to the Ignite Technology, Content and the Hosted Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Hosted Service. This Agreement is not a sale and does not convey any rights of ownership in the Hosted Service, the Ignite Technology, Content or Ignite's Intellectual Property Rights. The Ignite name and logo, and the product names associated with the Hosted Service are trademarks of Ignite, and no right or license is granted to use them. 5. Privacy. Ignite's privacy policy is available upon request. Ignite may modify this policy in its reasonable discretion from time to time with notice to you. As the Hosted Service is an online application, Ignite may occasionally need to notify all Users of important announcements regarding the operation of the Hosted Service. Customer agrees that Ignite may include statements, and may use the other party's name and logos, in its website, commercial advertisements and promotional materials for the sole purpose of indicating that Customers is utilizes the Hosted Service. 6. Charges and Payment of Fees. Customer will pay all fees and charges in accordance with the terms contained Exhibit B of the Master Agreement, and subsequent user licenses, as approved in writing by both parties. Page 19 #16-6648 "Internal Control Software" CAo 16F 2 Customer is responsible for paying for all User licenses specified in a Exhibit B and subsequent Service Order Form(s), whether or not such User licenses are actively used. However, Customer may reassign a non-active license to another User without an additional fee, upon written notice to Ignite. The reassigned User license will expire at the end of the existing Term for such license. Customer's designated License Administrator may add additional user licenses for new Users (that do not replace a non-active license) ("Additional User License") by entering into a Service Order Form. Additional User Licenses will be subject to the following: (i) Additional User Licenses will be effective for the remainder of the then current Term; (ii) The license fee for the added licenses will be the same as the fee applicable to Customer's then-existing Users, prorated for the remainder of the current annual term; and (iii) Licenses added in the middle of a billing month will be charged in full for that billing month. Ignite reserves the right to modify its fees, effective as of the end of the initial term of the Master Agreement or on subsequent Service Order(s) the then-current Term upon at leastthirty (30) days prior notice to you, which notice may be provided by e-mail. All pricing terms and other proprietary information related to Ignite's finances and operations are confidential and Customer agrees not to disclose any pricing and terms or other proprietary information to any third party. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. Ignite's fees are exclusive of all taxes, levies, or duties, and Customer will either pay directly or reimburse Ignite for all such taxes, levies or duties, excluding taxes based on Ignite's net income, or gross receipts, or for any franchise or excise taxes owed by Ignite. Customer agrees to provide Ignite with complete and accurate billing and contact information. This information includes Customer's legal company name, street address, e-mail, and name and telephone number of an authorized billing contact and License Administrator(s). Customer agrees to update this information within thirty (30) days of any change to it. All charges will be billed in U.S. dollars unless otherwise specified in writing by the parties. If Customer believe Customer's bill is incorrect, Customer will follow Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act" and County's Procurement Ordinance. 7. Data Storage. Ignite allows for unlimited disk storage space. Page 20 #16-6648 "Internal Control Software" 0 5 mv eag, 1 6 8. Term. The term of this Agreement will run concurrent with the Master Agreement term, including any renewal periods and subsequent Service Order Form(s). 9. Non-Payment and Suspension. Payment of fees under this Agreement is due in accordance with Exhibit B and any subsequent Service Order Form(s) and Ignite's valid invoice therefor. Ignite will give Customer notice of any delinquent payment. Delinquent invoices are subject to interest of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is less. If Customer or Ignite initiates termination of this Agreement, Ignite's recovery against the Customer shall be limited to that portion of the Contract Amount earned through the date of termination. Ignite shall not be entitled to any other or further recovery against the Customer for early termination of the Master Agreement or subsequent Service Order(s), including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Ignite reserves the right to impose a reconnection fee reflecting its costs, not to exceed $1,000, if Customer's access to the Hosted Service is suspended for nonpayment and Customer thereafter request access to the Hosted Service. 10. Termination upon Expiration/Reduction in Number of Licenses. Customer may terminate this Agreement or reduce the number of User licenses, effective only upon the expiration of the then current Term, by notifying Ignite in writing at least thirty (30) business days prior to the expiration of that Term. Ignite reserves the right to terminate this Agreement effective as of the end of the then-current Term by one hundred and eighty (180) days advance notice thereof. 11. Termination for Cause. Any breach of Customer's payment obligations or unauthorized use of the Hosted Service will be deemed a material breach of this Agreement. Ignite, in its sole discretion, may terminate this Agreement, Customer's account, or Customer's use of the Hosted Service if Customer commits a material breach of this Agreement or otherwise fail to comply with this Agreement, and such breach has not been cured within thirty (30) days or fifteen (15) days where the breach relates to Ignite's Intellectual Property Rights) after notice to Customer of such breach. If a material breach of this Agreement by Ignite remains uncured thirty (30) days after notice thereof by you, Customer will have the right to terminate the Agreement by notice thereof to Ignite and will receive a pro-rata refund for payment previously received by Ignite corresponding to any period after the effective date of such termination. Page21 #16-6648 "Internal Control Software" 1 6F 2 12. Representations & Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Ignite represents and warrants that: (a) it will provide the Hosted Service in a manner consistent with the Support Services Policy, as set forth in Appendix A, the Service Level Agreement, as set forth in Appendix B, the terms of this Agreement; (b) the Hosted Service will perform substantially in accordance with the Documentation under normal use and circumstances and reproducible material failure of the Software to function in accordance with its Documentation ("Error"); (c) it will use leading commercial encryption technology designed to encrypt Customer Data transmitted through the Hosted Service; and (d) it will operate in conformance with its operating, security and privacy policies, and will act promptly to address any nonconformance therewith identified by Ignite or any other party. Ignite reserves the right to change hosting providers in its discretion, provided that any successor hosting provider conforms to Ignite's facility, security and audit requirements. Customer represents and warrants that Customer has not falsely identified Customer's self or provided any false information to gain access to the Hosted Service and that Customer's billing information is correct. 13. Indemnification. Customer will indemnify, defend and hold Ignite, its licensors and each such party's parents, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys'fees and costs) arising out of or in connection with: (i) a claim by a third party alleging that use of the Customer Data infringes the Intellectual Property Rights of a third party; (ii) a claim, which if true, would constitute a violation by Customer of Customer's representations and warranties; or (iii) a claim arising from the breach by Customer or Customer's Users of this Agreement, provided in any such case that Ignite: (a) promptly gives Customer written notice of the claim; Page22 #16-6648 "Internal Control Software" 16F 2 (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless Customer unconditionally release Ignite of all liability and such settlement does not affect Ignite's business); and (c) provides to Customer all available information and assistance. Notwithstanding the foregoing, Customer shall not be bound by the terms of this Section 13 to the extent precluded by applicable law (e.g., Section 768.28, Fla. Stat. sovereign immunity of a governmental entity). Ignite will indemnify, defend and hold Customer and Customer's parents, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim by a third party alleging that the Hosted Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a third party claim, which if true, would constitute a violation by Ignite of its representations or warranties; or (iii) a third party claim arising from breach of this Agreement by Ignite; provided that Customer: (a) promptly give written notice of the claim to Ignite; (b) give Ignite sole control of the defense and settlement of the claim (provided that Ignite may not settle or defend any claim unless it unconditionally releases Customer of all liability to any third party); and (c) provide Ignite all available information and assistance. Ignite will have no indemnification obligation, and Customer will indemnify Ignite pursuant to this Agreement, for claims arising from any infringement arising from the use of the Hosted Service in combination with technology or process(s) not provided by Ignite where such claim or infringement would not have occurred in the absence of such combination. 14. Disclaimer. EXCEPT AS EXPLICITLY PROVIDED HEREIN, IGNITE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE HOSTED SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE HOSTED SERVICE WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS, OR (C) THE HOSTED SERVICE OR THE SERVER(S) THAT MAKE THE HOSTED SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF Page23 #16-6648 "Internal Control Software" • 16F2 MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 15. Internet Delays. USE OF THE HOSTED SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET WHICH ARE BEYOND IGNITE'S CONTROL. IGNITE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS OUTSIDE OF IGNITE'S FIREWALL. 16. Limitation of Liability. EXCEPT FOR CLAIMS ARISING UNDER A PARTY'S OBLIGATION OF CONFIDENTIALITY OR INDEMNIFICATION, NEITHER PARTY'S AGGREGATE LIABILITY WILL EXCEED THE AMOUNT DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, AND NEITHER PARTY NOR THEIR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING FROM CUSTOMER'S USE OF THE HOSTED SERVICE, INCLUDING BUT NOT LIMITED TO THE INABILITY TO USE THE HOSTED SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE SOUGHT HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 17. Choice of Law, Local Laws and Export Controls. This Agreement will be governed by Florida law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Hosted Service will be subject to the exclusive jurisdiction of the state and Middle District federal courts located in Florida. The Hosted Service may be subject to export laws and regulations of the U.S. and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer will not permit Users to access or use the Hosted Service in a U.S.-embargoed country or in violation of any U.S. export law or regulation. Customer represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any Ignite employees or agents in connection with this Agreement. Ignite makes no representation that the Hosted Service is appropriate or available for use in other locations. Notwithstanding the foregoing, Ignite warrants that the use of the Hosted Service does not require that Customer or Ignite export any software or technology to remote User locations. All encryption technologies used to protect communication by remote Users is provided within the PC's operating system infrastructure, including the browser. Page 24 1416-6648 "Internal Control Software" V>� Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. 18. Notice. Ignite may give notice regarding operational aspects of the Hosted Service by means of a general notice on the Hosted Service, electronic mail to Customer's e-mail address on record with Ignite, or both. Any other notice by one party to the other hereunder will be by written communication sent by first class mail or reputable overnight delivery service and such notice will be deemed to have been given upon receipt (if sent by overnight delivery service), five (5) business days after mailing (if sent by first class mail) or 12 hours after sending (if sent by e- mail). Notice to Ignite will be addressed to: Ignite, 515 Post Oak Blvd, Suite 910, Houston, TX 77027, attention: CEO. Notice to Customer will be addressed to Customer's address on record in Ignite's account information. 19. Assignment; Change in Control. This Agreement may not be assigned by either party without the prior written consent of the other party, which will not be unreasonably withheld, but may be assigned without the other party's consent to (i) a parent or subsidiary; (ii) an acquirer of assets or equity or (iii) a successor by merger. Any purported assignment in violation of this section will be void. Any actual or proposed change in control of Customer that results or would result in a direct competitor of Ignite directly or indirectly owning or controlling 50% or more of Customer will entitle Ignite to terminate this Agreement for cause immediately upon written notice. 20. General. Force Majeure. "Force Majeure Event" means any act or event that (a) prevents a party (the "Nonperforming Party") from performing its obligations or satisfying a condition to the other party's (the "Performing Party") obligations under this Agreement, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. "Force Majeure Event" does not include economic hardship, changes in market conditions, and insufficiency of funds. If a Force Majeure Event occurs, the Nonperforming Party is excused from the performance thereby prevented and from satisfying any conditions precedent to the other party's performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Nonperforming Party is able to resume its performance or satisfy the conditions precedent to the other party's obligations, the Nonperforming Party shall immediately resume performance under this Agreement. The relief offered by this paragraph is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event. No joint venture, partnership, employment, or agency relationship exists between Customer and Ignite as a result of this Agreement. The failure of Ignite to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Ignite in writing. The Master Contract, including all attachments and Page 25 #16-6648 "Internal Control Software" 40 I. 6 I: referenced Exhibits, this Agreement and subsequent, Service Order(s) comprises the entire agreement between Customer and Ignite and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. The following sections will survive the termination or expiration of the Agreement: 4, 6, 13 — 16 and 20. Additional Documents Appendix A: Ignite's Support Services Policy Appendix B: Ignite's Service Level Agreement Each of the foregoing is hereby incorporated by reference. Limitation of Remedies. Correction of Errors as defined in the Support Services Policy and the service level credits as set forth in the Service Level Agreement are Customer's sole remedies for any Errors in the Hosted Software or any failure by Ignite or its Licensors to meet the Uptime commitment set forth herein. The service level credits for any month cannot exceed the amount of monthly recurring fees paid by Customer for that month. Page26 #16-6648 "Internal Control Software" 0 c1 N j{ s k �ailr Appendix A — Support Services Policy Ignite provides application support 24 hours a day, seven days a week via help desk tickets and on-line training for its customers. Support cases are opened using Ignite's on-line support portal, which is actively monitored by qualified Ignite support personnel. Current status for all support cases previously reported by a customer can be viewed via the support portal at www.IgniteControls.com. Additional information exchange related to an open support case may be conducted via email, telephone, and web meeting communication, as appropriate to the case. Customer shall provide such access, information, and support as Ignite may reasonably require in the process of resolving any Error. Support Procedures: All support requests are categorized in accordance with the definitions set forth below. Ignite is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support were created in whole or in part by: (i) the acts, omissions, negligence or willful misconduct of Customer, including any unauthorized modifications of the Hosted Service or its operating environment; (ii) any failure or defect of Customer's or a third party's equipment, software, facilities, third party applications, or internet connectivity (or other causes outside of Ignite's firewall, but not excluding failures or defects of Ignite's connectivity or hosting vendors); (iii) Customer's use of the Hosted Service other than in accordance with the Documentation; or (iv) a Force Majeure Event. Any support requests not categorized as set forth below will be addressed in the ordinary course of business by Ignite, and any applicable modifications or corrections of the Service will be delivered in the next release of the Service subsequent to implementation of the correction(s). Support Definitions: Priority 1: Definition: Production environment for the Service is unavailable, resulting in full disruption of use of the Service, or critical functionalities in the Service are unavailable or not working Initial response to Customer: within sixty (60) minutes Ignite Response: Ignite will provide immediate and continuing efforts to correct the problem. Case update target: every eight (8) hours from time of submission Page 127 #16-6648 "Internal Control Software" 16F2 2 Priority 2: Definition: Specific non-critical function(s) of the Service are impeded due to failure of portions(s) of the Service Initial response by Ignite: within four (4) hours Ignite Response: Ignite shall use its best efforts to provide a temporary fix or workaround for the problem within five (5) calendar days after Ignite's receipt of Customer's support request. Case update target: within twenty-four (24) hours after Ignite's receipt of Customer's support request Priority 3: Definition: Specific function(s) of the Service are not performing in accordance with Documentation, but the usability of the Service is not significantly impacted Initial response by Ignite: within eight (8) hours Ignite Response: Resolution within a time frame five (5) business days after Ignite's receipt of Customer's support request. Case update target: mutually agreed upon timeframe Support Case Escalation: All support cases with a Priority Level of 1 or 2 will be escalated if a solution or plan of resolution cannot be achieved within the times described above: Priority 1 Problem Escalation. Hours 0 to 4: Ignite's technical support, production management and engineering personnel are notified and actively working the event. Hour 5: Ignite's Director(s) of IS are notified and involved in the problem resolution. Hour 8: Ignite's executive management team, including the CEO, is notified and involved in the problem resolution. Priority 2 Problem Escalation. Ignite will work to resolve the problem and will attempt to provide a solution within five (5) calendar days after problem identification. If problem identification has not occurred within the timeline outlined the response expectation table, the problem will be considered Priority 1 and the escalation procedures as outlined in Priority 1 are followed. Page28 #16-6648 "Internal Control Software" t,a 1 6 te: Appendix B —Service Level Agreement Ignite's Hosted Service will be available 99% of the time, excluding scheduled or emergency maintenance. Hosted Service downtime exists when Customer is unable to transmit and receive data with the Hosted Service, but does not include the effects of any Internet, Customer network or other connectivity issues not within the control of Ignite, and is measured from the time the trouble ticket is opened by the Customer. Upon receiving a report of downtime from the Customer, for each full hour of downtime, Ignite will credit the Customer two percent (2%) of the monthly fee, up to fifty percent (50%) of Customer's monthly fee for the affected Hosted Service. Ignite's Hosted Service will be available 99% of the time ("Uptime") during any calendar month beginning the first full calendar month which the Hosted Services is in use by Customer, calculated on a monthly basis and subject to the exceptions below. The Hosted Service is considered unavailable for any period of time (measured in minutes) ("Downtime") during which the Host Service is materially impaired such that Customer or its Users cannot access the Hosted Service on Ignites or its Licensors servers. Downtime does not include periods of time during which the Hosted Service is unavailable as a result of (a) Scheduled Maintenance, (b) the acts, omissions, negligence or willful misconduct of Customer, (c) any failure or defect of Customer's or a third party's equipment, software, facilities, third party applications, or internet connectivity (or other causes outside of Ignite's firewall), or (d) a Force Majeure Event. "Scheduled Maintenance" means any planned maintenance by Ignite that might cause the Hosted Service to be unavailable to Customer or its Users. Service Level Credit: For any period in which Uptime is less than 99.99%, Ignite shall issue a credit (a "Service Level Credit") to Customer in an amount determined according to the following percentages of monthly fees: Uptime Credit 100% - 99.9% 0 Less than 99% 20% Data Backup Cycles and Disaster Recovery Plan: • Data backups are taken daily and incremental every 15 minutes. • Ignite shall maintain or cause to be maintained disaster avoidance procedures designed to safeguard the Customer. • In the event of a disaster or a request from the Customer, Ignite support will restore the most recent back up. The recovery time objective ("RTO") is determined by the support team depending on the severity of the disaster. Page 29 #16-6648 "Internal Control Software" 0 ,--, 16F2 ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 4.......,-. 07177/2016, 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: PHONE FAX (A/C,No,Ext): (A/C,No): Insurance Intermediaries, Inc. E-MAIL PO Box 182500 ADDRESS: Columbus, OH 43218 INSURER(S)AFFORDING COVERAGE NAIC# NN INSURERA: Federal Insurance Company 20281 IAxiaE Partners LP INSURERB: Federal Insurance Company 20281 Ignite Software Holdings, LLC INSURERC: Federal Insurance Company -70251 515 Post Oak Blvd Ste. 910 INSURER D: Houston, TX 77027 INSURER E: 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 ADDL SUBR POLICY EFF POLICY EXP TYPE OF INSURANCE LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A GENERAL LIABILITY X 35913942 56/01/2016 15/01/2017 EACH OCCURRENCE S1 000,000 DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $1,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,0_00 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $Included PRO- $ X POLICY JECT LOC B AUTOMOBILE LIABILITY 73556727 85/01/2016 .5/01/2017 COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ _ ANY AUTO BODILY INJURY(Per person) $ ALLOVONED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X X NON-OWNED PROPERTY)DAMAGE $ HIRED AUTOS AUTOS (Per accident C x UMBRELLA LIAB X OCCUR 79869713 06/01/2016 05/01/2017 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY YIN TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVENIA E.L.EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Errors&Omissions Liability 35913942 06/01/2016 05/01/2017 Aggregate Limit $2,000,000 Deductible $5,000 DESCiRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101 Additiopal Remarks Schedule,if more space is required) Col ier County is an Additional Insured under General Liability as required by written contract. For any and all work performed on behalf of Collier County. CERTIFICATE HOLDER CANCELLATION Board of Collier County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3327 Tamiami Trail East THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Naples, FL 34112 AUTHORIZED RATIVE I ce I ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD DS#21876931 :r, ____.,�..4i AXIAP-1 OP ID: R ACORE CERTIFICATE OF LIABILITY INSURANCE DATE(M3/201YY) �� 07/13/2016 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: Insurance Solutions of Texas PHONE565-2222 281- FAx 281-565-3333 14140 Southwest Fwy Ste 150 (A/C,No,Ext): (A/C,No): Sugar Land,TX 77478 ADDRESS:E-MAL I Andy Musgrove INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Texas Mutual Insurance Co INSURED Axia Partners LP INSURER B: Ignite Software Holdings LLC 515 Post Oak Blvd,Ste 910 INSURER C: Houston,TX 77027 INSURER D: INSURER E: 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 ADDL UBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENt AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER STATUTE X 1k TH- AND EMPLOYERS'LIABILITY A ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N N/A TSF-0001265534 02/27/2016 02/27/2017 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) For any and all work performed on behalf of Collier County CERTIFICATE HOLDER CANCELLATION BOARDOF SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Board of Collier CountyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Commissioners 3327 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples, FL 34112 02,aCL 1 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD