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#16-6621 (Cornerstone OnDemand, Inc.) AGREEMENT #16-6621 for Learning Management System (LMS) THIS AGREEMENT, made and entered into on this 114" day of OCA-010Qic 2016, by and between Cornerstone OnDemand, Inc., authorized to do business in the State of Florida, whose business address is 1601 Cloverfield Blvd., Suite 600S, Santa Monica, CA 90404 (the "Contractor" or "Cornerstone") and Collier County, a political subdivision of the State of Florida, (the "County" or "Client"): 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 Orders 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 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. COMMENCMENT OF SERVICE. The Contractor shall commence the services upon a written Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide a Learning Management System in accordance with the terms and conditions of RFP #16-6621, Exhibit B — Scope of Work, and the 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. Page 1 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, In ionk1 VIII 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement pursuant to Exhibit A — Fees, attached hereto, and the price methodology as defined in Section 4.1, subject to Change Orders as approved in advance by the Project Manager, or Designee. Payment will be made upon receipt of a proper invoice 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. 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. 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: Cornerstone OnDemand, Inc. 1601 Cloverfield Blvd, Santa Monica, CA 90404 Telephone: (310) 752-0200 Attn: General Counsel Page 2 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. I 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/Subconsultants. 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 3 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. 0 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 $1,000,000 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. 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. 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 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 Consultant 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. Page 4 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. 0 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 Human Resources 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: Contractor's Proposal, Insurance Certificate(s), RFP #16- 6621-Learning Management System and Addenda, Exhibit A — Fees, Exhibit B — Statement of Work, and Exhibit C — Statement of Work Assumptions and Terms. 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 Page 5 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc 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 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, Page 6 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. /, 14C 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 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. Page 7 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand,Inc. 25. AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement 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 required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service delivery dates/dates set forth in the implementation schedule. 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 their background check is valid, as discussed below. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPSCc�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. Page 8 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. 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 OUNTY, FLORIDA Dwight E. Brock, C rk of Courts lecec, y: g-v By: 1,111/40 PDonn� Fiala, Chairman Dated: 1( 1 (sEAest as to Chairman's signature only. Cornerstone OnDemand, Inc. / AO Contractor 411) F... A., By: ,�2` i '`-- irst itne�ss Iignature �9 i� Type/print witness name TType/print signature and titleT Witne a ce ,1 TType/print witness nameT A proved as to Form and Legality: cjili _ // 4 /C A istant County Attorney Print Name Page 9 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. CO Exhibit A — Fees Cornerstone OnDemand — ORDER Client Name("Client"): County of Collier, FL Is a new purchase order required for this purchase? ("No," unless box is checked) 0 Yes: PO# 1 Year with renewal periods Order Start Date: [Date of the last signature above] Order Term/End Date: of three (3) one (1) year periods(s) Ij yg Learning 2,100 *$25,200.00 Unlimited Video Hosting and Delivery 1 $2,500.00 Certifications 2,100 $4,200.00 Competency Management 2,100 $4,200.00 Professional Support Package 1 $0.00 Basic Training 1 $2,000.00 Gold "Plus"Content Bundle&Services Package 2,100 *$29,400.00 ANNUAL FEE SUBTOTAL $67,500.00 re Fee<s) i ,. 'a �/� �,>:=� m �����-�,,,,,,�/i�/���1., �'+ .c��'"�"//�������_..c� ..�. ,,,,;, /���i�✓�ae''�� o%/�/i�,�f/ m..� � �c a u Services(see referenced Statement of Work) $68,000.00 FIRST YEAR GRAND TOTAL $135,500.00 Annual fees are invoiced annually, beginning on the Order Start Date,through the Order End Date. If applicable, the final invoice for annual fees (except for eLearning content) will be prorated as follows: (total number of days in the prorated period / 365) x annual fee. One-time fees are invoiced on the Order Start Date. See http://www.cornerstoneondemand.com/support for detailed support descriptions. Support package selected above applies to all subsequent Orders except where otherwise stated. **Option Year Annual Fees will be billed on the Order Effective Date Anniversary.The annual fees listed above are based 2,100 contracted users.Additional users will be billed at the per user rate listed below: Learning $12.00 Certifications $2.00 Competency Management $2.00 Gold "Plus" Content Bundle & Services Package — Price $14.00 is subject to change annually based on organization need and Learning Content. Learning content and price to be determined annually. Notwithstanding the foregoing,fees for this Order will be invoiced as follows: Page 10 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc CAO PAYMENT SCHEDULE—ANNUAL FEES Invoice Date Amount Order Effective Date $67,500.00 15`Anniversary of Order Effective Date(Option Year 1)** $67,500.00 2 Anniversary of Order Effective Date(Option Year 2)** $67,500.00 3"Anniversary of Order Effective Date(Option Year 3)** $67,500.00 PAYMENT SCHEDULE-IMPLEMENTATION SERVICES AND TECHNICAL PROJECTS Proposed Phase/Key Deliverables Price Invoice Accepted by(Signature) Date Kick Off Call Deliver Client Portal Deliver access to Client Success Center(CSC) Project Initiation Complete $13,600.00 10/20/2016 Client Discovery Call Organizational Unit(OU)and User Data Call Configure portal based on submitted Welcome Kit Validate OU and User Data format in preparation for load Review and Accept Discovery&Planning Deliverables $13,600.00 10/31/2016 Tgn(P Configuration(Onsite)&Technical Workshop Completed(Inbound Data Feed—User/Organizational Unit(IDF User/OU) Review Client presentations Custom Login Page(CLP) Welcome Page—Template Design Package Review and Accept Design Deliverables $13,600.00 11/15/2016 ,aq LMS—Platform Preferences Completed in Pilot Inbound Data Feed—Learning Data Sample Test Scripts Delivered Historical Data Load—Learning(HDLL) Master Data Load—Learning(MDLL) Single Sign On(SSO) Virtual Classroom Integration(VILT)Services Page 11 of 26 #16-6621 "Learning Management System(LMS)" 41:11) Cornerstone OnDemand, Inc. Review and Accept Execution Deliverables $13,600.00 12/1/2016 d Live copy down to Pilot for Acceptance Testing Standard Two Day System Admin Training-Onsite Acceptance Testing Template delivered $6,800.00 12/15/2016 „saw, .7, 14.1171VirMYS4r. i,L7Z7.51:1776774traeAr,S71ViZ:ZrN71-tr''. 44,C1,401$`144.4.441A 141'I'VI 164 41:4k Project Acceptance $6,800.00 12/15/2016 Products not expressly listed in the above table of purchased products, including without limitation the following products, are not included as part of this Order. • Cornerstone Recruiting • Campus Recruiting ■ Cornerstone Onboarding ■ Cornerstone Performance • Cornerstone Compensation ■ Cornerstone Succession • Cornerstone Connect • Cornerstone Extended Enterprise ■ eCommerce ■ Cornerstone for Salesforce ■ Additional Language Packs ■ Data Load Wizard ■ Web Services Page 12 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. Exhibit B - STATEMENT OF WORK 1,2,3, LIVE! IMPLEMENTATION SCOPE OF SERVICES AND DELIVERABLES Client Portal and Configuration Set Up Cornerstone will create and activate the Client portals(live, pilot, stage)with the URLs requested by the Client. Cornerstone will create Client Administrator user login and configure initial tasks including: o Configure default preferences o Create Organizational Unit structure o Configure initial security roles o Configure Client's logo on portal o Access to The Cornerstone Success Center providing access to training and product information o Access to My Success Portal providing access to Cornerstone product support teams and reporting of product issues o Activate licensed functionality Cornerstone 1,2,3, LIVE! Implementation Services and Estimated Timeline The Cornerstone 1,2,3, LIVE! Implementation is a 3 Phase approach. This is an accelerated implementation method with controlled scope and intended for clients committed to a standardized Learning management business processes. Phase Cornerstone Deliverables Client Deliverables Initiate and Phase One Phase One Discovery Schedule and lead calls: Attend calls: ( pre-work) • Kick Off Call • Kick Off Call o Review 1,2,3, LIVE! Learning process, • Client Discovery Call implementation expectations, project • Organizational Unit and User Data Call parameters and required pre-work • Boot Camp Readiness Check-in including: selecting team members, user acceptance test dates, scheduled go-live Tasks and Deliverables include: date and all required Learning E-learning • Assemble project team knowledgeable of courses and documentation found in the Client's internal Learning Management Training Plan processes and empowered to make real • Client Discovery Call time decision o Review client process and samples of • Review Welcome Kit and Training Plan current client documents activities including required Learning E- • Organizational Unit(OU)and User Data Call Learning courses o Review OU and User Data templates • Completion of the following activities: • Boot Camp Readiness Check-In o Identify and provide the list of o Review requirements for Week 2 boot participants for Boot Camp camp o Submit Welcome Kit and provide client o Determine client readiness and determine account settings, preferences,and logo go or no go for boot camp session o Access Client Success Center and attendance complete required Learning E-Learning courses and documentation provided in Tasks and Deliverables include: Training Plan • Create Client Portals (Live, Pilot, Stage) o Submit Discovery Questionnaire Guide • Deliver access to Client Success Center and samples of current client (CSC), provide Welcome Kit and provide documents Training Plan with required Learning E- o Submit Custom Login Page template Learning courses and documentation o Submit Organizational Unit and User • Configure portal based on submitted Welcome Data in delivered template and required Kit format • Deliver Custom Login Page (CLP)template o Review Single Sign On specifications Page 13 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, In � �O Phase Cornerstone Deliverables Client Deliverables and implement project and submit decision on SSO • Provide template for OU and User Data technology • Support client in OU and User Data formatting • Items marked as required in the training • Validate OU and User Data format in plan must be completed prior to the start of preparation for load Week 2 boot camp. • Load OU and User Data • Deliver Single Sign On(SSO)documentation Required for Client to finalize/bring to Week 2 and code Boot Camp for configuration sessions: • Review Discovery Questionnaire Guide and • E-Learning courses in a SCORM/AICC samples of current client documents format • Documents for Document Repository *Note: client must have a fully implemented/active • Events/Sessions structure account with vendor prior to implementation • Content list for Curriculums • Corporate, Divisional and Departmental Goals for project • Development Plan Templates • Corporate, Divisional and Departmental Goals for project • Organization unit and User Data (if not in a previous implementation) Design Phase Two Phase Two (Client Tasks and Deliverables include: Tasks and Deliverables include: Onsite at • Review Welcome Kit configurations, • Review Welcome Kit configurations, Cornerstone preferences, OUs, user data and security preferences, OUs, user data and security offices) access roles access roles • Review and guide client through application • Client completes application practice practice scenarios scenarios • Review and advise client on configuration and • Items for Client to build/test during set up for: configuration sessions: o Groups o Groups o Content Loading (E-Learning, ILT, o Content Loading (E-Learning, ILT, Materials) Materials) o Catalog Permutations o Catalog Permutations o Curriculum Structure o Curriculum Structure o Proxy Assignment o Proxy Assignment o Emails and custom reports o Emails and custom reports • Review and User Acceptance Testing (UAT) • Client reviews UAT presentation and scripts presentation • Client demonstrates Learning portal set-up • Provide UAT scripts for: to key stakeholders(if required)Client o Reversioning a course demonstrates o Adding a session and updating a roster • Client review change management o Assigning/Requesting Training presentation • Review change management presentation ▪ Client is responsible for all change management activities Remote Phase Three Phase Three User Tasks and Deliverables include: Tasks and Deliverables include: Acceptance • Provide twice daily phone support, if needed • Participate in twice daily phone support, if Testing and • Morning call to align day's activities needed Prepare for • Afternoon call to discuss any questions, • Morning call to align day's activities Go Live resolve any issues and provide any additional • Afternoon call to discuss any questions, guidance resolve any issues and provide any • Calls will also include support for UAT and additional guidance scripts • Continued execution of UAT and scripts • Ongoing validation of Live portal data • Execute and provide continuous project • Provide guidance for ongoing project communication and system launch timeline communication, client training and system to key stakeholders Page 14 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. Phase Cornerstone Deliverables Client Deliverables launch • Final system demonstration • Review final demonstration • Complete change management activities • Portal is configured and project complete • Portal is configured and project complete • Project sign off is complete and ready to Go- • Project sign off is complete and ready to Live Go-Live TECHNICAL PROJECTS AND EDUCATIONAL SERVICES SCOPE Custom Login Page(CLP) Brief Summary Create a Custom Login Page, in a single Corporate language, following Client's design and layout according to Cornerstone- provided design guidelines and templates. Tasks Cornerstone: Provide Client with Cornerstone's Custom Login Page design templates Cornerstone: Lead Client in Custom Login Page design workshops to review Custom Login Page process Client: Create Custom Login design based on Cornerstone's Custom Login Page design templates Cornerstone: Create Custom Login Page in stage per Client's design Client: Review and indicate corrections to errors detected in stage portal Cornerstone: Reload corrected Custom Login Page as necessary in stage portal Client: Review and approve Custom Login Page loaded to stage portal Cornerstone: Load Custom Login Page on pilot and live portals Assumptions Utilizes Cornerstone Custom Login Page design document template Client will provide written sign off on the Custom Login Page on the stage portal,which will be used as approval to push the Custom Login Page to pilot and live portals Client may ask for one (1) iteration of the Custom Login Page once the Custom Login Page is deployed on stage portal Any changes requested subsequent to the approval of the Custom Login Page on the stage portal will require creation of a change request document. Change requests are reviewed and could result in additional charges to Client. Welcome Page-Template Design Package Brief Summary One Welcome page will be created and set up in the clients portal within the following parameters and scope: • Choice of one of the standard template designs • Choice of color • Client logo, graphic and text for template–client may provide one graphic or select from stock photo site graphics • Choice of predesigned widget boxes • Choice of standard button styles • Choice of standard button icons • All needed work to create the Welcome page including HTML coding for links will be completed by CSOD. Links must exist in client portal to enable linking from Welcome Page. There is one initial consulting session with client to determine choices and layout and one client review cycle of the Welcome Page after the initial mock-up is presented. Client will be able to review and confirm changes were made appropriately. CSOD will create the page in the client's test portal or test division. Client will be able to review the page once it is created in the portal for the second review cycle and confirm changes were made appropriately.Additional review cycles or updates to the Welcome Page at a later time may incur additional cost. Page 15 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. e Welcome Page-Template Design Package The project will begin (kickoff date)when the client's live portal is fully configured related to functionality for the Welcome Page and delivered within 10 business days assuming a 2 day client review cycle. If client requires additional review time or multiple reviews, deliverable date will be based on the additional review time required. Maximum time for entire project cycle is 30 business days from project start date(kickoff date)and Cornerstone reserves the right to request final approval on design, code page in clients portal of choice and close project 30 business days after project start date. Client will provide CSOD a system admin ID in their live or pilot portal to create the Welcome Page and will provide a single point of contact for questions related to the specifics to be used in the Welcome Page and for signoff for the review cycle. NOTE—Any stock photos, buttons or other graphics used for the Welcome Page can be used only for use within this specific Welcome page and may not be reutilized or redistributed in any other manner.. Inbound Data Feed—User/Organizational Unit(IDF User/OU) Brief Summary Integration with data from a single source Client system enabling automated maintenance of user and organizational units (OU)via a scheduled Inbound Data Feed (IDF)of the following data sets: • User Profile • Organizational Unit(OU) Tasks • Cornerstone: Provide Client with the Cornerstone standard Inbound Data Feed of User/OU (IDF User/OU)design document and template • Cornerstone: Lead Client in IDF User/OU workshop to review data feed process and support the functional decisions of Client • Cornerstone: Create IDF User/OU design document for Client • Client: Sign off on IDF User/OU design document • Client: Load files on pilot FTP folder for load, complying with Cornerstone's formatting requirements • Cornerstone: Schedule IDF User/OU to run in pilot portal on a regular basis to allow testing by Client • Cornerstone: Email the pilot portal IDF User/OU log file to identify load errors, after each load attempt • Client: Review, update, and sign off the IDF User/OU process in pilot portal • Client: Load files on live FTP folder for load,complying with Cornerstone's formatting requirements • Cornerstone: Schedule and automate IDF User/OU in live portal • Cornerstone: Email the live IDF User/OU log file to identify load errors, after each load attempt • Client: Review, update, and sign off on the IDF User/OU process in live portal Assumptions • Client utilizes Cornerstone standard IDF User/OU design document and template for all data types • Client is responsible for uniquely identifying records across all data types • All data records referencing user data are by user's unique identifier value(UserlD) • Client has skilled software resources that can extract data from source systems and transform data to the format(s) defined by the approved IDF design document • Client will perform all data file consolidations necessary and provide data files in formats defined in the approved IDF User/OU design document.All mandatory data fields must be populated for all records • Client is responsible for properly validating data and identifying any errors prior to signing off on feed in live portal • Client acknowledges that once the design document is approved, any changes or modifications to the work, scope, or the feed will require creation of a change request document. Change requests are reviewed and could result in additional charges to Client • Any changes following Client signoff will require a work order or SOW submission Page 16 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, In Inbound Data Feed—Learning Data Brief Summary Integration with Client's system enabling automated population of Learning Management data via a scheduled Inbound Data Feed (IDF)of the following data sets: • Course completion data to user transcript record Tasks • Cornerstone: Provide Client with the Cornerstone standard Inbound Data Feed design document and template • Cornerstone: Lead Client in design decisions and support the functional decisions of the Client • Cornerstone: Create IDF design document for Client • Client: Sign-off on IDF design document • Client: Extract data from legacy source system in format defined by design document • Client:Transfer files to pilot FTP folder • Cornerstone: Schedule IDF to run in pilot portal on a regular basis to allow testing by Client • Cornerstone: Email the pilot IDF file to identify load errors, after each load attempt • Client: Review, update and sign-off the IDF in pilot Portal • Client:Transfer files to live FTP folder • Cornerstone: Schedule and automate IDF in live portal • Cornerstone: Email the live IDF log file to identify load errors, after each load attempt • Client: Review, update and sign-off on the IDF process in live Portal Assumptions • Learning content as required is loaded into Cornerstone prior to and separate from this transcript feed process; Design may also account for a transcript record with no corresponding link to real content in Cornerstone(e.g., a reporting only record) • Client utilizes Cornerstone standard IDF design document and template for all data types • Client is responsible for uniquely identifying records across all data types • All data records referencing User data does so by user's unique identifier value(UserlD) • Client has skilled software resources that can extract data from source systems and transform data to the format(s) defined by the approved IDF design document • Client will perform all data file consolidations necessary and provide data files in formats defined in the approved IDF design document.All required(mandatory) data fields must be populated for all records • Client is responsible for properly validating IDF and identifying any errors prior to signing-off on feed in live portal • Client acknowledges that once the design document is approved, any changes or modifications to the work scope or the feed will require creation of a change request document. Change requests are reviewed and could result in additional charges to the client • Any changes following Client sign-off will require a work order or SOW submission Historical Data Load—Learning(HDLL) Brief Summary Migration of learning system data from legacy system to the Cornerstone portal. Migrated data includes the following data types: • User transcript-centric records and supporting SCORM/AICC e-learning, event/session, external training, materials, curriculum (transcript only) Tasks • Cornerstone: Provide Client with the Cornerstone standard data design document template • Cornerstone: Lead Client in data loading workshops to review data load process and support the functional decisions of Client • Cornerstone: Create data design document for Client Page 17 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc.el Historical Data Load—Learning(HDLL) • Client: Sign off on data design document • Client: Prepare files per approved data design template provided by Cornerstone • Cornerstone: Load files into the pilot portal system • Client: Review and correct any errors detected in the data load process • Cornerstone: Reload corrected files as necessary in pilot portal (up to three(3) iterations per data type) • Client: Review and approve data loaded to pilot portal • Cornerstone: Load data on live portal Assumptions • Utilizes Cornerstone data design template • All data loads referencing user data does so by a common unique identifier • Client is responsible for providing unique records per data type • Client has the ability to transform data to the format(s)defined by the Cornerstone data design template • Client has skilled software resources that can extract master data from source systems • Client will perform all data file consolidations by data type defined above • Maximum of three (3) iterations of loads by data type for the purpose of correcting errors Master Data Load—Learning(MOLL) Brief Summary Migration of master system data to the Cornerstone portal. Migrated data includes the following data types: • E-learning courses in SCORM or AICC format only:up to a maximum of 1,000 courses • Materials (documents including .pdf, .docx, .xlsx,.pptx; other assets including .bmp, .jpg,.gif, .m4a, .mp3, .wma, .wav, .mid, .avi, .mpeg, .m4v, .swf; or URLs), including up to a maximum of 1,000 materials • Videos as learning objects(.mpg, .mpeg, .wmv, .flv, .mp4, .m4v format or URL from YouTube), including up to a maximum = of 1,000 videos • Questions and exams, including up to a maximum of 1,000 questions and up to a maximum of 300 exams Tasks • Cornerstone: Provide Client with the Cornerstone standard data design document template • Cornerstone: Lead Client in data loading workshops to review data load process and support the functional decisions of Client • Cornerstone: Create data design document for Client • Client: Sign off on data design document • Client: Prepare files for loading by Cornerstone integration consultant • Cornerstone: Load files into the pilot portal system • Client: Review and correct any errors detected in the upload process • Cornerstone: Reload corrected files as necessary in pilot portal (maximum of three(3)iterations per data type) • Client: Review and approve data loaded to pilot portal • Cornerstone: Load data on live portal Assumptions • Utilize Cornerstone standard data design document template for all data types • E-learning courses are published in the SCORM 1.2,v2004, or AICC 3.5 format standards only • All data records referencing user data does so by user's unique identifier value (UserlD) • Client is responsible for uniquely identifying records across all data types • Client has skilled software resources that can extract master data from source systems • Client has the ability to transform data to the format(s)defined by Client-approved data design document • Client will perform all data file consolidations necessary by data type defined above • Maximum of three(3) iterations of loads by data type for the purposes of correcting errors Page 18 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. /I) Single Sign On (SSO)-AES Encrypted,SAML 1.1, or SAML 2.0 Brief Summary • Cornerstone to provide support on one of the following Single Sign On (SSO) integration from and outsider portal to Client's Cornerstone Portal: • AES Encrypted • SAML 1.1 • SAML 2.0 Tasks • Cornerstone: Provide Client with the Cornerstone SSO Technical Documentation • Cornerstone: Lead the Client in SSO workshops to review SSO process and support the functional decisions of the Client • AES Encrypted Single Sign On (SSO) o Cornerstone: Provide sample code for Pilot Portal and Live Portal to deploy the AES SSO o Cornerstone: Provide the AES end point URLs to the Client o Client: Populate, encrypt and post the token as per Cornerstone requirements o Client: Deploy,test and sign off the AES Encrypted SSO in Pilot Portal o Client: Deploy, test and sign off the AES Encrypted SSO in Live Portal • SAML V 1.1 OR SAML 2.0 Single Sign On (SSO) o Client: Provide: • Base64 encoded—X.509 public Certificate (.crt, .cer) • Base64 encoded sample SAML Response Assertion (.txt) o Cornerstone: Configure Client's Pilot Portal with SSO SAML 1.1 OR 2.0 o Client: Review and sign off on SSO SAML 1.1 OR 2.0 in Pilot Portal o Cornerstone: Configure Client's Live Portal with SSO SAML 1.1 OR 2.0 o Client: Review and sign off on SSO SAML 1.1 OR 2.0 in Live Portal Assumptions • Client utilizes Cornerstone standard SSO Design Specifications and complies to Cornerstone requirements to integrate AES Encrypted SSO, SAML 1.1 SSO, or SAML 2.0 SSO only. • Any other type of Single Sign On Solution Integration other than the above mentioned items is outside the scope of this project and considered a custom Single Sign On Solution. Client is responsible to make sure User Identification values (UserlD, Username OR Email address)are unique and matching existing users in the CSOD portal • AES Encrypted Single Sign On (SSO) • Client has skilled software resources(Java or.Net programming)available who can establish an AES Encrypted SSO protocol and configure authentication to support CSOD's AES Encrypted SSO • Client has skilled software resources available who can establish an SSO SAML protocol and configure authentication to support Cornerstone's SSO SAML V1.1 OR 2.0 • SAML V 1.1 OR 2.0 Single Sign On (SSO) • Client will transfer the Assertion and Certification files to Cornerstone as per Cornerstone requirements defined on design specification document and will only transfer them through FTP folder(not email) • The assertion is signed using an X.509 certificate, shal RSA algorithm and is Base64 encoded • Client acknowledges that once the design document is approved, any changes or modifications to the work scope will require creation of a Change Request document. Change requests are reviewed and could result in additional charges to the Client • Any changes following Client signoff will require a Work Order or SOW submission Page 19 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. • TIMELINE, DELIVERY,AND COST The 1,2,3, LIVE! Implementation project(s)are Client and Cornerstone directed and therefore,the total duration will be dependent, in part, on the Client's preparation, resource commitment,executive sponsorship, and decision process.The parties agree to initiate the project within two weeks of the Order Effective Date. The 1,2,3, LIVE! Implementation project is scoped and expected to be complete within a 3 week period with weeks 1 and 3 conducted remotely and week 2 conducted onsite at the clients location. The Services will be performed for the below flat fee(s). Changes to the scope of this Statement of Work and/or Client delays will require a change order, and may result in additional expense. Project Components ': G:.a$. __.f,';i�i/9�i, ,F� o� f ' '�� r/i✓//i%�;, %/'c�%D; rii�/!�%//�//%�iilife.,�' k,`-*- _�° Implementation Services Learning Implementation- 1,2,3 Live! SVCSIMP0121 System Readiness Setup SVCSIMP0001 Competency Development Implementation-Small Enterprise SVCSIMP0145 Certification Management Implementation-Small Enterprise SVCSIMP0136 Technical Services Welcome Page Template Design Package SVCSTEC0027 Custom Login Page (CLP) SVCSTEC0003 Single Sign On-Standard (SSO) SVCSTEC0021 Inbound Data Feed-OU/Users(IDF) SVCSTEC0006 Master Data Load- Learning (MDLL) SVCSTEC0009 Historical Data Load- Learning (HDLL) SVCSTEC0101 Inbound Data Feed- Learning(IDFL) SVCSTEC0013 Virtual Classroom Integration (VILT) Services SVCSTECO238 Education and Training Services Standard Two Day System Admin Training-Onsite SVCSEDS0019 As Cornerstone OnDemand schedules a dedicated consultant for each Client's Bootcamp, Cornerstone requires 7 day advanced notice for all requests to cancel or postpone a scheduled Bootcamp. The end of the Implementation project will be defined as the completion of the Cornerstone Deliverables as outlined under the Scope of Services and Deliverables sections of this document. Acceptance of Deliverables will be in accordance with the Agreement. Assumptions/Client Obligations In order for Cornerstone to provide the Services outlined in this Statement of Work, Client shall provide the resources reasonably necessary to scope the implementation, and fulfill the obligations listed below. Page 20 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. Cho • Select and assign knowledgeable, empowered Implementation team including the following roles, which may overlap: o Business Process Owner for Learning Management System(aka,the"Decision Maker") o Lead Cornerstone System Administrator o Project Manager of the Cornerstone implementation o HRIS Technical Administrator(Optional, depending on data requirements and extraction capabilities) o Executive Stakeholder(Optional) • Complete all pre—work tasks and training prior to Cornerstone team travel to Collier County for week 2 phase. • Empower team to make real-time decisions regarding configuration and business process functions during week 2 phase in Santa Monica. • Formally accept(sign-off)all key deliverables and implementation services per the Agreement. • Phase 3 will take place within 1 week of the week 2 boot camp. • The end of the implementation project is tied solely to the acceptance by Client of those deliverables for which Cornerstone is responsible. • Manage project status and ensure completion of Client project deliverables. • Provide a primary point of contact for Cornerstone after the implementation. • Ensure proper communication to end-users during implementation in preparation for rollout. • Manage change management and on-going communication of solution to all end users. • The project will be conducted both onsite and remotely. All travel related expenses for on-site activities are included in the flat rate. . • Cornerstone and Client agree that changes to key members of implementation team or significant changes in business requirements or decisions, in each case by Client, that cause delays in the project timeline may require a change order to this Statement of Work documenting such changes and the pricing impact, if any, to the original project scope. • Except where otherwise stated or agreed by the parties, Cornerstone's obligation to perform the Services set forth herein expires at the earlier of: (i) acceptance of the Service by Client; (ii) Twelve months from the purchase date. Cornerstone shall adhere to the County's technology standards and data security breach, including Collier County Information Technology Requirements 2012 and Collier County Technical Architectural, Compatibility and Supportability Requirements Document(TAGS)applicable to the services provided by Cornerstone. Page 21 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. Exhibit C — Statement of Work Assumptions and Terms Assumptions/Client Obligations In order for Cornerstone to provide the Services outlined in this Statement of Work, Client shall provide the resources reasonably necessary to scope the implementation, and fulfill the obligations listed below. • Select and assign knowledgeable, empowered Implementation team including the following roles, which may overlap: o Business Process Owner for Learning Management System (aka, the "Decision Maker") o Lead Cornerstone System Administrator o Project Manager of the Cornerstone implementation o HRIS Technical Administrator (Optional, depending on data requirements and extraction capabilities) o Executive Stakeholder (Optional) • Complete all pre—work tasks and training prior to Cornerstone team travel to Collier County for week 2 phase. • Empower team to make real-time decisions regarding configuration and business process functions during week 2 phase in Santa Monica. • Formally accept (sign-off) all key deliverables and implementation services per the Agreement. • Phase 3 will take place within 1 week of the week 2 boot camp. • The end of the implementation project is tied solely to the acceptance by Client of those deliverables for which Cornerstone is responsible. • Manage project status and ensure completion of Client project deliverables. • Provide a primary point of contact for Cornerstone after the implementation. • Ensure proper communication to end-users during implementation in preparation for rollout. • Manage change management and on-going communication of solution to all end users. • The project will be conducted both onsite and remotely. • Cornerstone and Client agree that changes to key members of implementation team or significant changes in business requirements or decisions, in each case by Client, that cause delays in the project timeline may require a change order to this Statement of Work documenting such changes and the pricing impact, if any, to the original project scope. • Except where otherwise stated or agreed by the parties, Cornerstone's obligation to perform this Service expires at the earlier of: (i) acceptance of the Service by Client; (ii) if Client does not commence the project, one year from the purchase date; or (iii) if Client commences the project but subsequently does not proceed with the project, six (6) months from the date Client suspended work on the project. Page 22 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. `g0 TERMS OF USE 1. Definitions. a) "Active User" means, in a given calendar month, a user established on the Software with a designation of "active" at any time during that month. Client has the ability to determine who is an Active User. b) "Client" means [ Collier County Board of County Commissioners .] c) "Client Content" means any and all courses, learning objects, certifications, quizzes, tests, materials, instructor-led sessions, or documents created and/or supplied by Client. d) "Client Data" means proprietary or personal data regarding Client or any of its users under this Agreement. e) "Confidential Information" means any non-public information of Cornerstone or Client disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, or to which the other party may have access, which a reasonable person would consider confidential and/or which is marked "confidential" or "proprietary" or some similar designation by 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. f) "Content Delivery" means the delivery of Client Content to Active Users. Content Delivery volume is calculated as follows: size of Client Content (in gigabytes) multiplied by the number of Active Users receiving the Client Content. g) "Cornerstone" means [ Contractor .] h) "Implementation" means implementation, deployment, and/or training relating to the Software. i) "Products" means any and all Services, work product resulting from Services, and Software. j) "Service" means any service rendered by Cornerstone specifically to Client, including, but not limited to: (i) hosting of the Software; (ii) hosting, delivery, and/or distribution of eLearning content; (iii) provision of Client and/or technical support for the Software; (iv) Implementation; (v) development of Software functionality specially requested by Client; and/or (vi) any consulting service. k) "Software" means: (i) any and all of Cornerstone's proprietary web-based applications, including, without limitation, all updates, revisions, bug-fixes, upgrades, and enhancements thereto, as well as applications that have been modified in any way by Cornerstone at the request of a client; and (ii) application functionality provided by Cornerstone-contracted third parties. I) "Subscriber" means an Active User that accesses the Software for a flat fee. m) "Transaction" applies only to the Extended Enterprise Product and means a course registration, self-assessment, or task undertaken by an Active User who is grouped in a specially-designated organizational unit separate and apart from Subscribers. Page 23 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. Unused Transactions expire upon the earlier of: (i) termination of the applicable Order; or (ii) one year from purchase date. For clarity, employees of Client or any of its Affiliates may only access the Software as Subscribers. n) "Master Agreement" means Agreement 16-6621 for Learning Management System (LMS) entered into by and between Contractor and Client concurrent with this Agreement. o) Upgrade/Updates — All version upgrades and software updates to the Software licensed by Client are included at no additional cost to the Client. 2. Client Restrictions. Client may only use the Products for its own lawful, internal business purposes. Client shall not: (i) use or deploy the Software in violation of applicable laws or this Agreement; (ii) resell the Products except through Transactions; (iii) create any derivative works based upon the Products; (iv) reverse engineer, reverse assemble, decompile or otherwise attempt to derive source code from the Software or any part thereof (except to the extent that such restriction is not permitted under applicable law); (v) make the Products available to any unauthorized parties, including without limitation, competitors of Cornerstone; or (vi) perform, or release the results of, benchmark tests or other comparisons of the Products with other software, services, or materials. Should unexpected or inappropriate use of the Software result in denial of service with respect to the Software, Cornerstone may disable the implicated Client Content and/or deny access to Client's portal as necessary to remedy the issue. Client will be responsible for Active Users' compliance with the Agreement and liable for Active Users' breach thereof. Client will ensure that it has obtained all necessary consents and approvals for Cornerstone to access Client Data for the purposes permitted under this Agreement. If Client is in breach of this section, Cornerstone may suspend Services, in addition to any other rights and remedies Cornerstone may have at law or in equity. 3. Services. At the end of a given project, Client shall either accept or reject the project based on whether the deliverables for that project have been performed in substantial and material accordance with the applicable order. Any of the following shall be deemed acceptance of a project: (i) failure to provide written notice of objections to Cornerstone within twenty (20) days of project completion; or (ii) with respect to an Implementation, use of the implemented Product in a live environment for a total of twenty (20) days. 4. Support. After Implementation is completed, Cornerstone shall provide the level of technical support stated in the applicable order. Only the number of administrators set forth in the applicable support package (i.e., not all Subscribers) may contact Cornerstone for support. Client agrees to promptly provide Cornerstone with sufficient documentation, data and assistance with respect to any reported errors, and to reasonably cooperate with Cornerstone, in order for Cornerstone to comply with its support obligations hereunder. In no event shall Cornerstone be responsible or liable for any errors, bugs or other problems caused by hardware or software not provided by Cornerstone. Page 24 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. t,9., 5. Termination. Either party may immediately terminate Master Agreement and this Agreement if the other party materially breaches its obligations hereunder, and, where capable of remedy, such breach has not been materially cured within thirty (30) days of the breaching party's receipt of written notice describing the breach in reasonable detail. This Agreement is also subject to the Section 10 of the Master Agreement. Immediately following termination, Client shall cease using all Products. If the Master Agreement or this Agreement is terminated, upon request, at no additional charge, Cornerstone will return Client Data to Client via Client's secure FTP site in the same format in which the Client Data was originally inputted into the Software. Alternatively, Client Data can be returned in a mutually agreed format at a scope and price to be agreed. Cornerstone will maintain a copy of Client Data for no more than six (6) months following termination of the Master Agreement or this Agreement, after which time any Client Data not retrieved will be destroyed. 6. Confidentiality. Each of the parties agrees: (i) not to disclose any Confidential Information to any third parties except as mandated by law and except to those subcontractors of Cornerstone providing Products hereunder who agree to be bound by confidentiality obligations no less stringent than those set forth in this Agreement; (ii) not to use any Confidential Information for any purposes except carrying out such party's rights and responsibilities under this Agreement; and (iii) to keep the Confidential Information confidential using the same degree of care such party uses to protect its own confidential information; provided, however, that such party shall use at least reasonable care. These obligations shall survive termination of this Agreement. 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. 7. Intellectual Property. As between the parties, Cornerstone will and does retain all intellectual and proprietary rights, title and interest in and to the Products. Client retains all ownership rights to Client Data and Client Content. 8. Warranties. EXCEPT AS OTHERWISE SET FORTH IN THE AGREEMENT, CORNERSTONE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-. INFRINGEMENT (EXCEPT FOR THE INFRINGEMENT INDEMNIFICATION PROVIDED HEREUNDER) AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. 9. Liability. a) Liability Cap. EXCEPT FOR (i) A PARTY'S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS; (ii) BREACH BY CLIENT OF SECTION "CLIENT RESTRICTIONS"; OR (iii) A PARTY'S WILLFUL MISCONDUCT, EACH PARTY'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, WILL BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO CORNERSTONE HEREUNDER FOR THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING Page 25 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. THE DATE THE CAUSE OF ACTION AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT EXPAND SUCH LIMIT. THE PARTIES ACKNOWLEDGE THAT THE FEES AGREED UPON BETWEEN CLIENT AND CORNERSTONE ARE BASED IN PART ON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATION SHALL NOT APPLY TO A PARTY'S PAYMENT OBLIGATIONS UNDER THE AGREEMENT. b) Exclusion of Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, INTERRUPTION OF BUSINESS, PROVIDING REPLACEMENT SOFTWARE (EXCEPT AS SET FORTH IN SECTION "INFRINGEMENT CURES"), OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.Miscellaneous Provisions. a) No Third Party Beneficiaries. The representations, warranties and other terms contained herein are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and shall not be construed as conferring any rights on any other persons. b) Statistical Data. Without limiting the confidentiality rights and Intellectual Property Rights protections set forth in this Agreement, Cornerstone has the perpetual right to use aggregated, anonymized, and statistical data ("Statistical Data") derived from the operation of the Software, and nothing herein shall be construed as prohibiting Cornerstone from utilizing the Statistical Data for business and/or operating purposes, provided that Cornerstone does not share with any third party Statistical Data which reveals the identity of Client, Client's users, or Client's Confidential Information. c) Subcontractors. Cornerstone shall notify Client of its use of any subcontractors to perform Client-specific Services. Cornerstone shall be responsible for its subcontractors' performance of Services under this Agreement. d) Suggestions. Cornerstone shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Products any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Client or its users relating to the operation of the Products. e) Responsibility for Third-Party Offerings. The Software may contain features capable of interoperating with third-party applications. To use such features, Client may be required to obtain access to such applications from a third-party provider. Cornerstone shall not be responsible for Client's access to, or operation of, third-party applications not offered or sold by Cornerstone to Client. Page 26 of 26 #16-6621 "Learning Management System(LMS)" Cornerstone OnDemand, Inc. CORNOND-01 DAFKHAMI ACORO° DATE(MM/DDNYYY) CERTIFICATE OF LIABILITY INSURANCE 10/13/2016 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 License#0757776 CONTCONTACT Concord,CA-HUB International Insurance Services Inc. PHONE 925 609-6500 FAx 925 609-6550 2300 Clayton Rd. (A/c,No,Ext): ) (NC,No):( ) Concord,CA 94520 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Federal Insurance Company 20281 INSURED INSURER B:Pacific Indemnity Company 20346 Cornerstone OnDemand,Inc. INSURER C:Westchester Surplus Lines Insurance Co. 10172 1601 Cloverfield Blvd.,#620 INSURER D: Santa Monica,CA 90404 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 ADDLTYPE OF INSURANCE IVSD SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X 35815104 01/01/2016 01/01/2017 DAMAGETORENTED S( a ) 1,000,000 PREMISEEoccurrence $ X Ded:0 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY _ $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 POLICY X mi X LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) A ANY AUTO 74989783 01/01/2016 01/01/2017 BODILYINJURY(Perperson) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per accident) X Ded:O $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 A EXCESS LIAB CLAIMS-MADE 79875261 01/01/2016 01/01/2017 AGGREGATE $ 10,000,000 DED X RETENTION$ 0 $ WORKERS COMPENSATION X MUTE EMPLOYERS'LIABILITY STATUTE ER YIN B ANY PROPRIETOR/PARTNER/EXECUTIVE 71726495 01/01/2016 01/01/2017 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N 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 C Professional Liab G27075010003 01/01/2016 01/01/2017 *(See below) DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) *PROFESSIONAL LIABILITY Tech and Internet Errors&Omissions Liab(Cyber Liab):$5,000,000 Each Claim/$5,000,000 Aggregate;$50,000 Ded. Electronic Media Activities Liab:$5,000,000 Each Claim/$5,000,000 Aggregate;$50,000 Ded. Network Security Liab:$5,000,000 Each Claim/$5,000,000 Aggregate;$50,000 Ded. Privacy Liab:$5,000,000 Each Claim/$5,000,000 Aggregate;$50,000 Ded. Network Extortion Threat Liab: $5,000,000 Each Claim/$5,000,000 Aggregate;$50,000 Ded. SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier CountyGovernment THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Sandra Herrera,Procurement Manager 3327 Tamiami Trail East Naples,FL 34112 AUTHORIZED REPRESENTATIVE 4011.4fX1/441---_ ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID:CORNOND-01 DAFKHAMI LOC#: 1 ACOREY ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY License#0757776 NAMED INSURED Concord,CA-HUB International Insurance Services Inc. Cornerstone OnD Inc. 1601 Clovertield Blvd.,lvd.,##620 POLICY NUMBER Santa Monica,CA 90404 SEE PAGE 1 CARRIER NAIC CODE SEE PAGE 1 SEE P 1 EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: Re:Services Agreement. Collier County Government as Additional Insured as respects General Liability per attached form 80-02-2367 5-07,as required by written contract. (This certificate supersedes certificate previously issued.) ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD torivaa Liability Insurance • • Endorsement Policy Period JANUARY 1, 2016 TO JANUARY 1, 2017 Effective Date JANUARY 1, 2016 Policy Number 3581-51-04 PLE Insured CORNERSTONE ONDEMAND,INC. Name of Company FEDERAL INSURANCE COMPANY This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured • Additional Insured- Persons or organizations shown in the Schedule are ia+'ureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. atxIMuxz ISAISM NAMM NOM >xb : alt • Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 Liability Endorsement (continued) 411111 Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance- If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance-Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. .trot i.... raa..va:.,r.u.a..u,..,hr.,..,r.e...•..nu.,..,.v..nna:x.:.r:.,.:':::a•.w.,•k,•..::.,,,•.r.:...r:.,:..:.,-:.�.,�:.�:::... ..,.:5•.eS:r.S...t•�a,•..:a•>:a�.av.:vnc•:tx<a:o-x�:;:.>:::.:.::::.:..::...:..... Schedule Persons or organizations that you are obligated,pursuant to a contract or agreement,to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative � \:\�� • • Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Page 2