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#17-7172 (Perisope Online Bidding Platform Agmt) No BCC Chair SignaturePr enscope MASTER SAAS AND SERVICES AGREEMENT This Master SaaS and Services Aqreement (this "Agreement") is entered into on this ( 1 day off 1, 2017 (the "Effective Date") by and between Periscope Intermediate Corp., a Delaware corporation ("Periscope") with a place of business at 211 East 7th Street, Suite 1100, Austin, Texas,78701, an affiliate of Periscope Holdings, Inc., and Board of County Commissioners of Collier County, a political subdivision of the State of Florida, with a place of business at 3299 East Tamiami Trail, Naples, Florida 34117, the Customer on the signature page below ("Customer"). Periscope and Customer are sometimes referred to jointly as the "parties" or singularly as a "party." WHEREAS, Customer desires to obtain access to the Services with respect to certain of its information technology needs; and Periscope wishes to provide the Services to Customer, each on the terms and conditions set forth in this Agreement. WHEREAS, Customer agrees to use the Platform as its exclusive bid notification solution. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. SERVICES 1.1 Purpose. This Agreement sets forth the terms and conditions under which Periscope agrees to provide (i) certain hosted "software as a service" ("Subscription Services") for certain software applications (each such application together with any applicable documentation thereto, and programming and user interfaces therefor, a "Platform") to Authorized Users, as further set forth on each order form ("Order Form") issued hereunder, in a form substantially similar to the form attached hereto as Exhibit A and (ii) all other implementation services, customization, integration, data import and export, monitoring, technical support, maintenance, training, backup and recovery, and change management ("Professional Services" together with Subscription Services, the "Services") related to Customer's access to, and use of, such Subscription Services and each Platform, as further set forth on each statement of services ("Statement of Work") issued hereunder, in a form substantially similar to the form attached hereto as Exhibit B (Order Forms and Statements of Professional Services are sometimes referred to jointly as a "Statement of Services"). 1.2 The Services: Access and Use License. Subject to the terms and conditions of this Agreement, during the Term, Periscope shall use commercially reasonable efforts to provide (i) Customer and Authorized Users access to each Platform, and (ii) Customer the Professional Services. Subject to the terms and conditions of this Agreement, during the Term, Periscope hereby grants Customer and Authorized Users a non-exclusive, non-sublicensable, non -transferable, worldwide license to access and use each Platform, solely for internal business purposes as set forth herein. 1.3 Subscription Services. Each applicable Order Form shall specify and further describe the Subscription Services to be provided in accordance with the representations and warranties set forth herein, and shall identify, each applicable Platform, user limitations, fees, subscription term and other applicable terms and conditions. 1.4 Professional Services. Each applicable Statement of Work shall specify and further describe the Professional Services to be provided in accordance with the representations and warranties set forth herein, and may, but need not, include, the Professional Services offered, limitations, milestones, fees, term and other applicable terms and conditions. 1.5 Changes to Platform. Periscope may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Periscope's products or services to its customers, (b) the competitive strength of, or market for, Periscope's products or services, (c) such Platform's cost efficiency or performance, or (ii) to comply with applicable law. 2. PLATFORM ACCESS AND AUTHORIZED USER 2.1 Administrative Users. During the configuration and set-up process for each Platform, Customer will identify an administrative user name and password for Customer's Periscope account. Periscope reserves the right to refuse registration of, or cancel user names and passwords it deems inappropriate. 2.2 Authorized Users. Customer may allow such number of Customer's employees and/or independent contractors as is indicated on an Order Form to use the applicable Platform on behalf of Customer as "Customer Users." Additionally, if applicable to a Platform, Customer may allow such number of designees ("Vendor Users" and together with Customer Users, "Authorized Users") and, subject to Periscope's then - current Vendor Terms of Use, of its vendors ("Vendors") as is indicated on an Order Form, and their personnel, to access each Platform in connection with such Vendor's activity with Customer through such Platform. Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users replacing former Authorized Users who no longer require ongoing use of the applicable Platform. 2.3 Authorized User Conditions to Use. As a condition to access and use of a Platform, (i) each Authorized User shall agree to abide by the terms of Periscope's end-user terms of use which it may adopt from time to time, (ii) Customer Users shall agree to abide by the terms of this Agreement, or a subset hereof, and (iii) Vendor Users shall agree to abide by the terms of the then -current Periscope Vendor Terms of Service applicable to such Platform, and, in each case, Customer shall ensure such compliance. Customer shall immediately notify Periscope of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation, and shall be liable for any breach of the foregoing agreements by any Authorized User. 2.4 Termination of Individual Authorized User Access. If a Vendor accessing a Platform pursuant to Section 2.2 fails to pay any amounts that may be due to Periscope pursuant to the then -current Periscope Vendor Terms of Service applicable to such Platform, Periscope may, at its sole discretion, disable such Vendor's access to such Platform until such time as such Vendor remits full payment to Periscope, or terminate such Vendor's access to such Platform in accordance with the then -current Periscope Vendor Terms of Service applicable to such Platform. 2.5 Account Responsibility. Customer will be responsible for (i) all uses of any account that Customer has access to, whether Customer has authorized the use or user, and regardless of Customer's knowledge of such use, and (ii) securing its Periscope account, passwords (including but not limited to administrative and user passwords) and files. Periscope is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lostpasswords. 3. ADDITIONAL RESTRICTIONS AND RESPONSIBILITIES 3.1 Software Restrictions. Customer will not, nor permit or encourage any third party to, directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to a Platform or any software, documentation or data related to a Platform ("Software"); (ii) modify, translate, or create derivative works based on a Platform or any Software; (iii) use a Platform or any Software for timesharing or service bureau purposes or other computer service to a third party; (iv) modify, remove or obstruct any proprietary notices or labels; or (v) use any Software or a Platform in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with such Software or Platform. For the avoidance of doubt, Software and the Services, including all user -visible aspects of the Services, are the Confidential Information of Periscope, and Customer will comply with Section 4 with respect thereto. 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. 3.2 Customer Compliance. Customer shall use, and will ensure that all Authorized Users use, each Platform, Software, and the Services in full compliance with this Agreement, Periscope's end-user terms of use and all applicable laws and regulations. Customer represents and warrants that it (i) has accessed and reviewed any terms of use or other policies relating to a Platform provided by Periscope, (ii) understands the requirements thereof, and (iii) agrees to comply therewith. Periscope may suspend Customer's account and access to each Platform and performance of the Services at any time and without notice if Periscope believes that Customer is in violation of this Agreement. Although Periscope has no obligation to monitor Customer's use of a Platform, Periscope may do so and may prohibit any use it believes may be (or alleged to be) in violation of theforegoing. 3.3 Cooperation. Customer shall provide all cooperation and assistance as Periscope may reasonably rpN 2 request to enable Periscope to exercise its rights and perform its obligations under, and about, this Agreement, including providing Periscope with such access to Customer's premises and its information technology infrastructure as is necessary for Periscope to perform the Services in accordance with this Agreement. 3.4 Training and Education. Customer shall use commercially reasonable efforts to cause Customer Users to be, at all times, educated and trained in the proper use and operation each Platform such Customer Users utilize, and to ensure that each Platform is used in accordance with applicable manuals, instructions, specifications and documentation provided by Periscope from time totime. 3.5 Customer Systems. Customer shall be responsible for obtaining and maintaining—both the functionality and security of—any equipment and ancillary services needed to connect to, access or otherwise use each Platform, including modems, hardware, servers, software, operating systems, networking, web servers and the like. 3.6 Restrictions on Export. Customer may not remove or export from the United States or allow the export or re-export of the Software or anything related to a Platform, Software or Services, or any direct product thereof in violation of any restrictions, laws or regulations of any United States or foreign agency or authority. 3.7 DFARS. Software, each Platform and the Services and any documentation provided by Periscope are deemed to be "commercial computer software" and "commercial computer software documentation" pursuant to Defense Federal Acquisition Regulation Supplement, codified under Chapter 2 of Title 48, United States Code of Federal Regulations, Section 227.7202, and Federal Acquisition Regulation, codified in Title 48 of the United States Code of Federal Regulations, Section 12.12. Any use, modification, reproduction, release, performance, display, or disclosure of the Software or documentation by the United States Government is governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement. 4. CONFIDENTIALITY 4.1 Confidential Information. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has been, and may be, exposed to or acquired business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information"). Confidential Information of Periscope includes non-public information regarding features, functionality and performance of each Platform and Software. Confidential Information of Customer includes non-public data provided by Customer to Periscope to enable the provision of access to, and use of, the Services as well as all content, data and information recorded and stored by each Platform for Customer ("Customer Data"), but explicitly excludes Vendor Information (defined below). The terms and conditions of this Agreement, including all pricing and related metrics, are Periscope's Confidential Information. 4.2 Exceptions. Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by its prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party. 4.3 Non-use and Non -disclosure. With respect to Confidential Information of the Disclosing Party, the Receiving Party agrees to: (i) use the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure, of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer reproduce, or divulge such Confidential Information to any third party, (iii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, thisAgreement. 4.4 Compelled Disclosure. Notwithstanding Section 4.3, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a court order or applicable law; provided, however that the Receiving Party delivers reasonable advance notice of such disclosure to the Disclosing Party and uses reasonable efforts to secure confidential treatment of such Confidential Information, in whole or in part. 4.5 Remedies for Breach of Obligation of Confidentiality. The Receiving Party acknowledges that breach of 3 its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Party of its obligations under this Section, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages. 4.6 References. All references to Confidentiality of information contained in this Agreement are subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. S. PROPRIETARY RIGHTS 5.1 Ownership. Customer shall own all right, title and interest in and to the Customer Data. Periscope shall own and retain all right, title and interest in and to (i) each Platform, Software and the Services and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Services, and (iii) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, "Services IP"). To the extent Customer acquires any right, title or interest in any Services IP, Customer hereby assigns all of its right, title and interest in such Services IP to Periscope. 5.2 Customer Data and Vendor Information License. Customer hereby grants to Periscope a non- exclusive, transferable, sublicensable, worldwide and royalty -free license to use and otherwise exploit (i) Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve a Platform, Software and the Services, both during and after the Term, and (ii) Vendor Information for any lawful purpose. "Vendor Information" means any Vendor list or Vendor contact information that is provided to Periscope by Customer or uploaded to any Platform by or on behalf of Customer. For the avoidance of doubt, Periscope may use, reproduce and disclose Platform-, Software- and Services -related information, data and material that is anonymized, de -identified, or otherwise rendered not reasonably associated or linked to Customer or any other identifiable individual person or entity for product improvement and other lawful purposes, all of which information, data and material will be owned by Periscope. It is Customer's sole responsibility to back-up Customer Data during the Term, and Customer acknowledges that it will not have access to Customer Data through Periscope or any Platform following the expiration or termination of this Agreement. 5.3 No Other Rights. No rights or licenses are granted except as expressly set forth herein. 6. FEES & PAYMENT 6.1 Fees. Customer will pay Periscope the then -applicable fees described in an Order Form or Statement of Work, as applicable, in accordance with the terms set forth therein ("Fees"), including, for the avoidance of doubt, any fees incurred through Customer's use of a Platform exceeding a services capacity parameter specified on an Order Form. 6.2 Renewal Fees; Overage Fee Increases. Upon the commencement of each Renewal Term, (i) Customer shall be liable to Periscope for payment of a Renewal Fee. Customer hereby consents to Periscope charging any such Renewal Fee to the credit card, or other payment method, associated with Customer's account without need to provide any further notice or receive any further consent. Each "Renewal Fee" shall equal the Service Fee or Renewal Fee, as applicable, due to Periscope during previous term as may be increased in Periscope's sole discretion by a percentage up to the Fee Increase Percentage specified on the applicable Order Form; provided, if the Initial Term was greater than one (1) year, for purposes of calculating the initial Renewal Fee the Service Fee shall be prorated to one (1) year. Notwithstanding the foregoing, if Customer is not liable to Periscope for a Service Fee under an Order Form, no Renewal Fees shall be charged to Customer with respect to such Order Form. 6.3 Reimbursable Expenses. In addition to the Fees, if applicable, Customer shall reimburse Periscope for reasonable out-of-pocket expenses incurred by Periscope in connection with performing the Professional Services. Reimbursable expenses must be pre -approved in writing by the Customer. 6.4 Pa ment. Periscope may choose to bill through an invoice. Payments are upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats. Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. In addition to any other remedies available, Periscope may suspend Services in the event of payment delinquency. 4 6.5 Payment Disputes. If Customer believes that Periscope has billed Customer incorrectly, Customer must contact Periscope no later than thirty (30) days after the closing date on the first billing statement in which the believed error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to Periscope's customer support department or the applicable Account Manager. 6.6 Taxes. Customer shall pay, and shall be liable for, all taxes relating to Periscope's provision of the Services hereunder. Periscope shall pay, and shall be liable for, taxes based on its net income or capital. Customer, Collier County, as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531 C-1. 6.7 No Deductions or Setoffs. All amounts payable to Periscope hereunder shall be paid by Customer to Periscope in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason except as may be required by applicable law. 6.8 Subpoena Expenses. If Periscope has to provide information in response to a subpoena related to Customer's account, then Periscope may charge Customer for Periscope's costs. Such charges may include fees for attorney and employee time spent retrieving records, preparing documents and participating in depositions or other legal process as well as other costs incurred in complying with such legal processes. Subpoena expenses must be pre -approved in writing by the Customer. 7. TERM AND TERMINATION 7.1 Term. This Agreement shall remain in effect until its termination as provided below (the "Term"). The term of each Statement of Services shall begin on the applicable "Services Effective Date" and continue for the "Service Term," in each case as specified in such Statement of Services. The parties may renew the terms of this Agreement upon mutual written agreement of the parties. Each Order Form shall renew for additional (i) one (1) year periods if the Service Term is equal to or greater than one (1) year, or (ii) periods equal to the Service Term if the Service Term is less than one (1) year (each, a "Renewal Term"), unless written notice of non -renewal is received by the other party at least sixty (60) days, but not less than thirty (30) days, prior to the expiration of the then current term. 7.2 Termination. Periscope may terminate this Agreement upon written notice to Customer if no Statement of Services is in effect. In addition to any other remedies it may have, either party may also terminate this Agreement upon written notice if the other party fails to pay any amount when due or otherwise materially breaches this Agreement and fails to cure such breach within thirty (30) days or as agreed upon by both parties after receipt of written notice of such breach from the non -breaching party. Notwithstanding the foregoing, if Customer is a state agency or a political subdivision of a state, or a federal agency or a political subdivision of the federal government, Customer may terminate this Agreement at any time (i) for convenience upon ninety (90) days' written notice to Periscope, or (ii) if adequate funds to pay Periscope all fees owed hereunder are not appropriated to such Customer during the Term, unless otherwise authorized by law; provided, it is expressly agreed that Customer shall not activate this non -appropriation provision for its convenience, substitution for another procurement system or solution, or to circumvent the requirements of this Agreement in anyway. 7.3 Effect of Termination. Upon termination of the Agreement, each outstanding Statement of Services, if any, shall terminate and Customer shall immediately cease all use of, and all access to, the Subscription Services and Periscope shall immediately cease providing the Professional Services. If (i) Periscope terminates this Agreement pursuant to the second sentence of Section 7.2, or (ii) Customer terminates this Agreement pursuant to clause (i) of the last sentence of Section 7.2, all Fees that would have become payable had each outstanding Statement of Service remained in effect until expiration of its current term will become immediately due and payable. 7.4 Survival. Sections [3.1, 4-6, 7.2, 7.4, and 9-17] shall survive any termination or expiration of this Agreement. All other rights and obligations shall be of no further force or effect. 8. WARRANTY AND DISCLAIMER 8.1 Warranties. Periscope represents and warrants that it will perform the Professional Services in a good, timely, professional and workmanlike manner consistent with leading industry standards. Each party represents and warrants that it has the legal power to enter into this Agreement. Additionally, Customer warrants that (i) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by a Platform and the Services; (ii) the provision and use of Customer Data as contemplated by this Agreement and each Platform and the Services does not and shall not violate any Customer's privacy policy, terms -of -use or other agreement to which Customer is a party or any law or regulation to which Customer is subject to; and (iii) no Customer Data will include social security numbers or other government - issued identification numbers, financial account numbers, credit card or debit card numbers, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children's Online Privacy Protection Act and the Gramm -Leach -Bliley Act. The Customer reserves the right to deduct portions of the (monthly) invoiced (task) amount for when response times and resolution of issues are not completed within the expressed time frame. This list is not regarding deductions. After notification of deficiency, if Periscope fails to correct the deficiency within the specified timeframe, these funds would be forfeited by Periscope. The Customer may also deduct or change or charge Periscope for services and/or items necessary to correct the deficiencies directly related to Periscope's non-performance. 8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A STATEMENT OF SERVICE, PERISCOPE DOES NOT WARRANT THAT ACCESS TO THE PLATFORMS, SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES PERISCOPE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. FURTHER, PERISCOPE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SERVICES PROVIDED BY THIRD PARTY TECHNOLOGY SERVICE PROVIDERS RELATING TO OR SUPPORTING A PLATFORM, INCLUDING HOSTING AND MAINTENANCE SERVICES, AND ANY CLAIM OF CUSTOMER ARISING FROM OR RELATING TO SUCH SERVICES SHALL, AS BETWEEN PERISCOPE AND SUCH SERVICE PROVIDER, BE SOLELY AGAINST SUCH SERVICE PROVIDER. THE PLATFORMS, SOFTWARE AND SERVICES ARE PROVIDED "AS IS," AND PERISCOPE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON -INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 9. INDEMNITY Indemnification by Periscope. Periscope, to the maximum extent permitted by Florida law, will defend, Customer, its officers and employees against any claim, suit, demand, or action made or brought against Customer by a third party alleging that the Services, or Customer's use or access thereof in accordance with this Agreement, infringes any intellectual property rights of such third party, and will defend, indemnify and hold harmless Customer from all damages, losses, liabilities, costs and fees including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of Periscope or anyone employed or utilized by Periscope in the performance of this Agreement finally awarded against Customer in connection with or in settlement of any such claim, suit, demand, or action. The foregoing obligations do not apply with respect to portions or components of any Platform or Service (i) not supplied by Periscope, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery, or granting of access, by Periscope, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, a Platform is held by a court of competent jurisdiction to be or is believed by Periscope to be infringing, Periscope may, at its option and expense (a) replace or modify such Platform to be non -infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using such Platform, or (c) if neither of the foregoing is commercially practicable, terminate this Agreementand Customer's rights hereunder and provide Customer a refund of any prepaid, unused fees for such Platform. This Section states Customer's sole and exclusive remedies for claims of infringement. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Contract 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. 10. LIMITATION OF LIABILITY 6 e4r IN NO EVENT SHALL (1) EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED IN THE AGGREGATE THE TOTAL FEES PAID OR OWED BY CUSTOMER AND VENDORS HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT), AND (II) EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THIS PROVISION IS SUBJECT TO THE LIMTATIONS SET FOR IN SECTION 768.28, FLA. STAT. 11. GOVERNING LAW AND DISPUTE RESOLUTION This Agreement is governed in all respects by the laws of the State of Florida, without giving effect to its rules relating to conflict of laws. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to this Agreement or to the rights or duties of the parties under this Agreement. Prior to the initiation of any action or proceeding permitted by the 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 the Customer with full decision-making authority and by Periscope's representative. 12. SECURITY Periscope may, from time to time, host and/or maintain a Platform using a third party technology service provider and Customer acknowledges that Periscope cannot offer any additional or modified procedures other than those put in place by such technology provider with respect to such technology service. 13. NOTICES All notices, consents, and other communications between the parties under or regarding this Agreement must be in writing (which includes email and facsimile) and be addressed to: If to Periscope: Periscope Intermediate Corp. 211 East 7th Street, Suite 100 Austin, TX 78701 ATTN: Pat Stutz Email: pstutz@periscopeholdings.com If to Customer: Collier County Board of County Commissioners c/o Procurement Services Division 5 Tamiami Trail East Naples, Florida 34112 ATTN: Edward F. Coyman, Jr. Director of Procurement Services Division Email: tedcoyman(d�colliergov.net All notices, consents and other communications between the parties under a Statement of Services will be sent to the recipient's address specified thereon. All communications will be deemed to have been received on the date actually received. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section. 14. FORCE MAJEURE Periscope is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of Customer or any Authorized User. 15. ASSIGNMENT Neither party shall assign this Agreement, or any part thereof, without the prior written consent of the other; provided that no consent is required in connection with an assignment to an affiliate or in connection with any merger, reorganization, consolidation, sale of assets or similar transaction. Periscope may sublicense any or all of its obligations hereunder. For the avoidance of doubt, a third party technology provider that provides features or functionality in connection with a Platform shall not be deemed a sublicensee under this Agreement. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without prior consent of both parties, shall be void. 16. GENERAL PROVISIONS If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement, together with Statement of Services entered into hereunder and all exhibits, annexes and addenda hereto and thereto is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has authority of any kind to bind the other party in any respect whatsoever. In the event of a conflict between this Agreement and any Statement of Services, such Statement of Services shall prevail unless otherwise expressly indicated in this Agreement or such Statement of Services. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words "hereof," "hereby," "herein," "hereto," and "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular Section or paragraph of this Agreement; (ii) the words "include," "includes" or "including" are deemed to be followed by the words "without limitation;" (iii) references to a "Section" or "Exhibit" are references to a section of, or exhibit to this Agreement; and (iv) derivative forms of defined terms will have correlative meanings. 17. PUBLIC RECORDS COMPLIANCE: By executing and entering into this Agreement, Periscope 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 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. 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 Periscope observes that the Contract Documents are at variance therewith, it shall promptly notify the Customer in writing. Failure by Periscope to comply with the laws referenced herein shall constitute a breach of this agreement and the Customer shall have the discretion to unilaterally terminate this Agreement immediately. 18. PUBLIC ENTITY CRIME: By its execution of this Agreement, the Periscope acknowledges to comply with the terms of Section 287.133 of the Florida Statutes and inform the Customer of the conviction of a public entity crime. [Signature page follows] IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as of the Effective Date. Periscope: Periscope Intermediate Corp. By: - Name: Patricia Stutz Title: VP, Operations Customer: Board of County Commissioners of Collier County By ✓✓� Name: 2�40QCd Title:, / �JGd✓l�y�,v% J��!//GAS Exhibit A Source Order Form General Information: Customer: Collier County, FL Customer Contact: Edward F. Coyman, Jr. Billing Contact: Adam Northrup Address: 3925 Tamiami Trail East City, State Zip: Naples, Florida 34112 Address: 3925 Tamiami Trail East City, State Zip: Naples, Florida 34112 Phone: (239) 252-8975 Phone: (239) 252-6098 E -Mail: tedcoyman(aD_colliergov.net E -Mail: adamnorth rup(a)colIiergov.net ................................$30,596 5th Year Source Services Information: Subscription Services: Periscope shall provide Customer subscription access to Periscope's BidSync Source hosted eProcurement solution (the "Platform") in accordance the Service Level Standards attached hereto as Exhibit A-1 and the Statement of Work attached hereto as Exhibit B. Services Effective Date: The date the Platform is first made available for Customer access in accordance with this Order Form as reasonably determined by Periscope. Service Fee: Platform 15` Year Source ...................................... $28,000 2"d Year Source .................................... $28,840 31 Year Source.................................$29,705 41h Year Source ................................$30,596 5th Year Source ...............................$31,514 Payable on Services Effective Date, annually on each anniversary date Modules LxJRFP Evaluator ...................................... LxJContract Repository .............................. Lx_j Builder .................................................. Implementation Service Fee: Source Implementation per the attached Statement of Work for Milestones below: .............................. $ 5,000 Milestone Milestone Billing Lump Sum Amount one-time fee 1. Instance Created and User Set -Up Complete $2,000.00 2. Completed System Configuration $1,500.00 3. Completed Training and Go -Live $1,500.00 Total: ............................................................. $33,000 above. initial term and is reflected in the Miami Dade County: UAP Participant Number Expected Services Effective Date: 1434112115 On or about July 15, 2017 Initial Term: 1 year(s) 4 - 1 year renewal options This Order Form is made part of, and subject to, that certain Miami -Dade Contract EPP-RFP-840 dated February 7, 2013 between BidSync, an affiliate of Periscope Intermediate Corp. and the Customer listed above (the "Master Agreement"), and includes and incorporates the attached Service Level Standards and Statement or Work. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Master Agreement. In the event of a conflict between the Master Agreement and the terms of this Order Form, this Order Form shall control. f-� IN WITNESS WHEREOF, Periscope and Customer have caused their duly authorized representatives to execute this Order Form as of [ July . 11 26 1, 2017. Perisco��MUA) PeriscodiC By: Name: Patricia Stutz Title: VP, Operations Customer: Board of om rsrollier County� By: Name: jjJ p��✓��. Title:v//?. Appr Ved a, orm an Lt y: By: -e,— Name: Exhibit A-1 To Order Form Service Level Standards System Maintenance and Support Services. Periscope shall ensure that only properly trained Periscope technicians or other qualified personnel perform the System Support Services as defined below. The System Support Services shall be sufficient to enable the Software Services to perform in accordance with this Scope of Software Services and all representations, warranties and specifications provided to the customer by Periscope in connection with this Agreement and any amendments or addenda thereto that may be issued from time to time. Periscope shall provide the customer with the Software Services support services set forth below (the "System Support Services") as part of the fees provided for under this Agreement: • Telephone Support. Periscope technicians shall provide telephone support by means of a toll-free support line, which the customer may use during business hours (6:00 a.m. - 6:00 p.m., Mountain Time, Monday through Friday; excluding nationally recognized holidays). Telephone support shall include without limitation (i) answering questions concerning use of the Software Services; and (ii) providing technical support. • Web Access. Periscope shall provide additional technical assistance in the form of access to Periscope's website and online bulletins, all of which shall be maintained by Periscope and available to the customer 24 hours/day, 7 days/week, and 365 days/year excluding scheduled downtime for maintenance. • Problem Resolution Criteria and Timelines. When the customer reports program errors or malfunctions in the Software Services, or when the Software Services do not conform substantially to the Performance and Availability levels specified below, Periscope shall correct the identified errors or modify the Software Services to conform to the specifications according to the impact level criteria set forth below. • Critical Impact. If a Software Services problem resulting from program errors or malfunctions has a critical business impact, defined as a complete loss of use of the Software Services such that personnel cannot reasonably continue to work, Periscope shall respond within fifteen (15) minutes, and shall provide a temporary solution through a workaround within one (1) hour and continue such efforts until the problem is fixed, patched or a suitable workaround is provided or until the problem has been reduced to a lower impact level. • Significant Business Impact. If a Software Services problem resulting from program errors or malfunctions has a significant business impact, defined as a significant loss of use of the Software Services or degradation of such use, Periscope shall respond within thirty (30) minutes, and shall provide a temporary solution through a workaround within four (4) hours and shall continue such efforts until the problem is fixed, patched or a suitable workaround is provided or until the problem has been reduced to a lower impact level. • Minimal Business Impact. If a Software Services problem resulting from program errors or malfunctions has a minimal business impact, defined as the customer's ability to continue work with only minor impediments or loss of use of the Software Services, Periscope shall respond within four (4) hours and shall provide a permanent correction in its next release of a Software Services upgrade or enhancement. As part of the System Support Services, Periscope shall provide online training on Software Services access, use and operations to the customer's personnel (the "Training") up to two times each year per customer. The customer's access to Periscope's database of online video demonstrations is unlimited. Description of the Software Services Availability Software Services Availability. Periscope will use commercially reasonable efforts to provide the Software Services and make them available 24 hours per day, 7 days per week, 99.8% of the time each month, excluding any Scheduled Downtime, as defined below. Notwithstanding the foregoing, the availability of the Site and the Software Services are provided by Periscope on an "AS IS" basis to Customer. Scheduled Downtime. Scheduled and planned Software Services outages are for the purpose of providing system updates and scheduled releases for the System Support Services. All outages are scheduled with a minimum of 72 hours advance notice to the customer and shall occur only during non -peak hours unless otherwise agreed by the parties. CAO Exhibit B - Statement of Work Source Implementation Introduction This Statement of Work outlines the methodology that Periscope Intermediate ("Periscope") will utilize for the engagement with the Customer along with the scope of the project, a schedule of the project deliverables, if applicable, responsibilities for all parties, and the estimated fees for the project. 1. Project Scope This project will contain the implementation of the following solution in a single phase; • Source o Builder o RFP Evaluator o Contracts Lite This project is budgeted for a duration of no more than twenty-one (21) calendar weeks from the date of the project initiation meeting to the transition to customer support as set forth in Section 8 herein. If the project duration exceeds this time period, additional services will be handled through the Change Control process defined in Section 7. 2. Project Assumptions a. The start date for this project will be mutually agreed upon by both parties. b. Services will be delivered through offsite resources and meetings. c. The Customer will provide review and sign -off on all deliverables within 5 business days. d. The Customer will provide configuration data and completed templates, as requested, in the timeline established with the project team. e. Training includes one session each of three training courses i. Administrative Training - 4 hours, 1 class, online ii. End User Training - 2 hours, 1 class, online iii. Builder Administrator, 1 class online iv. Builder User, 1 class online v. RFP Evaluation Training for Procurement, 1 class online vi. RFP Evaluation Training for Evaluators, 1 class online vii. Contracts Lite Administrator - 2 hour, 1 class viii. Contracts Lite for User - 1 hour, 1 class Each can accommodate up to 15 individuals from Customer departments. f. Implementation Services include consulting and configuring 5 solicitation workflows (5 for solicitation release, 5 for solicitation award). Remaining workflows will be configured by the Customer. g. Implementation Services includes consulting and configuration of up to 3 qualifications. h. Implementation Services includes consulting and configuration for up to 2 standard documents L Customizations are changes to Source functionality that require new software development and that are specific to the Customer, Product enhancements are changes to Source functionality that require new software development and that Periscope adopts as part of the product offering. No customizations or enhancements are included in this SOW. j. Process Change (Change Management) planning and implementation are the Customer's responsibility. These services are not covered under this SOW. k. Not included in this project are the following optional services; L Support during of any optional manual data migration of legacy system solicitation ii. Additional Training Session for more users Q� G iii. Additional workflow, qualification or standard document set-up 1. Not included in this project or timeline is the development or implementation of an integration with a third -party system. 3. Customer Project Responsibilities a. Assign a dedicated project manager to implement this project b. Allocate project resources as set forth in Section 4 c. Coordinate participation in all meetings and training and make required staff and resources available d. The Customer will provide Periscope with appropriate access to the network, facilities and personnel of the organization. e. Identify and provide access to the appropriate decision -malting authority and ensure project, configuration, data submission and process decisions are made in a timely manner as not to impact project schedule negatively. f. Coordinate and participate in Testing/Validation of set-up. g. Plan and implement required business process and policy changes. h. Provide, upon request, accurate and current information about business requirements, data, and third party software, as needed, to support the project. If the information provided by the Customer is inaccurate or incomplete (e.g., a business process flow was not identified or ends up being significantly different than what was provided by the Customer) and results in additional time expended above what the project budget calls for to deliver the task item, the hours beyond the budget will be considered outside the scope of the project and a Change Order will be required. L Customer will be responsible for managing and delivering datasets for entry to Source in templates/formats prescribed by Periscope. Any delays that impact the project might result in a Change Order. j. A project plan will be agreed upon prior to kickoff and Periscope, subsequently, will allocate resources in order to successfully meet the project deadlines and control costs. The Customer is expected to meet project deadlines as well. If actions (or inactions) on the part of the Customer result in a project delay, and it becomes necessary for Periscope to reschedule or reallocate resources, the cost of the project might escalate requiring a change order. k. Customer will be responsible for procurement, installation, and operational verification of all web browser licenses. Periscope will provide its supported browser information. 4. Project Organization This section outlines the key s roles required to execute this project. a. Customer Executive Sponsor i. Provides overall leadership and oversight of the project implementation from the Organization ii. Identifies the and authorizes or obtains authorization to dedicate Customer resources necessary to project to ensure successful configuration and knowledge transfer iii. Provide quick decision making for implementation iv. Guide and direct business process changes within Customer departments b. Primary Periscope Contact (Implementation Project Manager) The duties of the Periscope Implementation Manager include, but are not limited to: L Coordinate project schedules and the Company's resource assignment based upon the agreed upon project timeline. ii. Manage the overall project by monitoring and reporting on the status of the Project and actual versus projected progress, and consult with the Customer's Project Manager when deviations occur and document all such deviations in accordance with agreed upon change control procedures; iii. Provide consultation and advice to the Customer on matters related to Project implementation strategies, key decisions and approaches, and Project operational concerns/issues and acting as a conduit to the Company's specialist resources that may be needed to supplement the Company's normal implementation staff, iv. Act as the Company's point of contact for all aspects of project administration, including status reporting and tracking completion of project milestones which may trigger invoicing for Services. V. Facilitate review meetings and conferences between the Customer and the Company's executives when scheduled or requested by the Customer; vi. Identify and provide the Customer with timely written notice of all issues that may threaten the Company's Services in the manner contemplated by the Contract (with "timely" meaning immediately after the Company becomes aware of them) c. Primary Client Contact (Customer Project Manager) Prior to the delivery of any services defined in this Statement of Work, the Customer will designate a person as Periscope's primary client contact who will serve as the Customer's Project Manager (PM). The PM will be the person to whom all Periscope communications will be addressed and who has the authority to act for the Customer in all aspects of the project. The PM's responsibilities include, but are not limited to: L Identify, schedule and confirm availability of support staff and management for remote interviews and meetings. ii. Ensure adequate representation and participation of Organization's staff in implementation services to ensure successful configuration decision making and knowledge transfer iii. Work with Periscope to administer the Change Control process. iv. Obtain and provide information, data, decisions and approvals, within 5 working days of Periscope's request. V. Resolve deviations from project plans that may be caused by the Customer. vi. Help resolve project issues, and escalate issues within the Customer organization. vii. Monitor and report project status on a regular basis with the Customer management. d. Customer Core Team and Other Resources In addition to the key roles, the following Customer staff must be identified and dedicated to the project according to the project timeline in Attachment B and as estimated below: Functional .ole Description Approx. Area/Tean, Hours/ 1Neek Leadership Executive Customer provides overall 4 Sponsor leadership and oversight of the agency implementation; also identifies and authorizes the use of City resources, potentially outside of Procurement. Customer Provides oversight, quality 10 hours Project assurance, resource Manager management, task management, and issue management for the Customer throughout implementation. Ideally, this individual should have project management experience and be familiar with the needs for Contract Lifecycle Management Core Team Lead Our implementation approach 10 hours Solicitation utilizes a core team consisting SMEs of subject matter experts in the functions being implemented. This core team should represent both central procurement staff and staff that is significantly involved in Sourcing. This team will be involved heavily in training, product configuration decisions, testing, and change management activities. Configuration Data Identifies data collection 10 hours Collection requirements to allow Source Lead product to be configured correctly; provides quality assurance on data provided; identifies and manages personnel involved in data collection and ensures the information is provided in the format required by Periscope. This person should be familiar with the organization, contracts and users, or be able to attain/confirm the validity of related data. O 5. Project Management and Reporting Effective project management includes dedication of appropriate resources and a disciplined approach to managing, communicating and problem -solving via an agreed upon Project Plan attached herein as Attachment B. Throughout the project, the Periscope implementation project manager will manage the following project reporting: a. Weekly Project Status Reports which include: i. Summary of Current Status ii. Issues/Risks iii. Project Service Phase and Milestone Status b. Regularly Scheduled Update Meetings with Project Stakeholders c. Deliverable and Milestone Sign -off 6. Change Control In the event changes to the Services ("Changes"), become necessary or desirable to the Parties, the Parties shall follow the procedures set forth in Attachment A Change shall be effective only when documented by a written, dated agreement executed by both parties that expressly references and is attached to this Contract (a "Change Order"). The Change Order shall set forth in detail: (i) the Change requested, including all modifications of the duties of the parties; (ii) the reason for the proposed Change; and (iii) a detailed analysis of the impact of the Change on the results of the Services and time for completion of the Services, including the impact on all Milestones and delivery dates and any associated price. 7. Implementation Services and Milestones The following sections describe the services and milestones necessary to implement the Source functionality as described above. Initiation Once the contract is signed, a hand-off meeting is held with the sales representative, project manager and client. This meeting is designed to introduce all project stakeholders, review the product features and review the project timeline. The following key activities will occur: • Kick-off meeting • Product Feature Orientation • General review of Upload Templates to be completed by Client • Account Registration • General Account Configuration Data Entry Periscope will work with the client to explore the system functionality and make configuration decisions for account configuration. Periscope uses standard import templates for importing client configuration information into the system. The client's project manager is responsible for distributing the templates to the appropriate client subject matter experts and returning the completed templates to the Periscope project manager within the deadlines established in the timeline. This phase includes the configuration of the following system elements: • Client Logo • Delivery Locations • User list and permission roles (up to 50 users), including for Contracts Lite • Solicitation Workflows - 5 for solicitation release, 5 for solicitation award Qualifications - up to 3 qualifications Standard Documents - up to 2 Plan Holders List • Award Scenarios • Reprographic File Transfer • Builder Drop-down Fields • Sourcing vendor database import • Provision of HTML code for client to embed in their own client website Vendor Notification During this phase, Periscope works with the vendors. Specifically Periscope will: • Create the Vendor Letter • Create the Landing Page • Send out the approved Vendor Letter client to prepare the information for communication to Account Review Periscope will review the entire configured Source account with the client project manager, make any corrections and get approval to train users in preparation for go -live Training Perisope will provide the following training sessions for client users: • Administrative Training - 4 hours, 1 class, online, 15 person maximum • End User Training - 2 hours, 1 class, online, 15 person maximum • Builder Training for Administrator - 1 hour, 1 class, 15 person maximum • Builder Training for User - 1 hour, 1 class, 15 person maximum • RFP Evaluation Training for Procurement -1 hour, 1 class, 15 person maximum • RFP Evaluation Training for Evaluators - 1 hour, 1 class, 15 person maximum • Contracts Lite Administrator - 2 hour, 1 class, 15 person maximum Contracts Lite for User - 1 hour, 1 class, 15 person maximum Periscope provides all training materials through an online support portal. This portal contains training manuals, commonly asked questions and recorded trainings. Because this is a SaaS solution and updates are being made to the software, Periscope provides online access to these materials because it ensures the most current, up to date information is available to clients. Printed administrative or end user manuals are, therefore, not part of our solution offering. Testing Periscopewill support client testing of the account during a maximum of 4 week period. During the client testing, Periscope will respond to questions submitted and will establish a weekly review call to discuss and address questions. Go -Live Periscope will support via an online meeting the release of the client's first bid. At this time, the client will be transitioned to their support rep for ongoing support. Project Management Provided throughout the life of the project, the project manager will establish project timelines, conduct the necessary weekly project meetings, answer client questions, and provide training support. 8. Pricing and Billing The cost to deliver services will be $5,000 and will be billed as milestones per the Order Form. Payments as the "Local Government Prompt Payment Act." All subscription fees will be billed upon completion of Milestone 1. Subscription Fees will be billed per the terms of the Order Form. 9. Approval/Acceptance of Milestones Periscope's Project Manager shall submit Milestone Acceptance and Sign -off to the Customer PM on or before the specified delivery date contained in the Project schedule. Within Five (S) working days, the Customer shall respond. If no response is received within the specified timeframe, Periscope will assume that the work has been approved and proceed with subsequent work. If disapproved, the Customer shall respond by providing written notice to Periscope describing, in reasonable detail, the ways in which the Milestone fails to conform to the established requirements, and may suggest corrections or improvements which may cause the deliverable to meet such requirements or standards. After taking corrective action, Periscope shall resubmit the Milestone Acceptance to the Customer for approval within ten (10) days. The Customer shall give written notice to Periscope of its approval or disapproval of the resubmitted approval request based only on comments provided in the first round of review (new comments/issues identified are not grounds for disapproval). If the Customer fails to respond to a Milestone acceptance request (i.e., to give its acceptance or notice of nonconformity within the applicable time period), Periscope will assume that the Milestone has been accepted and proceed with subsequent work. Attachment A - Project Timeline The Source implementation approach is designed to provide clients with a fully operational account and training so they can quickly begin using the solution. However, the speed with which a Source implementation can be completed is largely dependent upon the client's ability to meet template completion deadlines. The timeline below represents what is common for most clients, as it provides them with ample time to collect data and complete the necessary templates. Shorter timelines can be considered. Project Phase Duration Project Initiation 1 week Data Entry 8-12 weeks Vendor Notification 2 weeks Account Review 1 da Training 1-2 weeks Jesting Up to 4 weeks Go -Live 1 da ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 1 7/27/2017 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 have ADDITIONAL INSURED provisions or 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 CLS Risk Management, LLC 3600 N Capital of Texas Hwy, Bldg B, Suite 200 Austin TX 78746 CONTACT NAME: Lindsay Willoughby PHONE 512-306-9300 FAX EMAIL . riskmanagement@clspartners.com INSURERS AFFORDING COVERAGE NAIL # Y INSURERA:The Charter Oak Fire Insurance Company 25615 6301F210244 INSURED PERIHOL-01 INSURERB:Travelers Property Casualty Company of 25674 Periscope Intermediate Corp. INSURERC:Travelers Indemnity Co. of Connecticut 25682 Periscope Holdings, Inc. 816 Congress Ave. Ste. 1400 INSURERD:The Standard Fire Insurance Company 19070 Austin TX 78701 INSURER E: INSURER F: MAGE TO PRDA EM SES a oecurrence $300,000 CnVFRAGFS CFRTIFICATF NIIMRFR. 273679872 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. INSRDD LTR TYPE OF INSURANCE INSD BR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 6301F210244 411/2017 4/1/2018 EACH OCCURRENCE $1,000,000 CLAIMS -MADE �X OCCUR MAGE TO PRDA EM SES a oecurrence $300,000 MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY PRO - LOC PRODUCTS- COMP/OP AGG $2,000,000 $ OTHER: B AUTOMOBILE LIABILITYY Y BA8G174190 4/1!2017 4/1/2018 MBI ED LE IMT $ Ea accident 1,000,000 BODILY INJURY (Per person) $ AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ XIANY HIRED NON -OWNED AUTOS ONLY FXAUTOS ONLY PROPERTY DAMAGE Per accident $ C UMBRELLA LIAB X OCCUR CUPOJ15991 4/1/2017 4/1/2018 EACH OCCURRENCE $3,000,000 AGGREGATE $3,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION 510,000 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVEE.L. OFFICER/MEMBER EXCLUDED? ❑N N / A Y UB711413556 4/1/2017 4/1/2018 )(ER H- STATUTE ER EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 B Tech E&O/Cyber ZPL51M55945 4/1/2017 4/1/2018 Each Claim 4,000,000 Aggregate 4,000,000 Retention 10,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) The general liability and auto liability policies include blanket waiver of subrogation and blanket additional insured endorsements when required by written contract. Primary non-contributory wording applies. The workers compensation policy includes a blanket waiver of subrogation. CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commissioners 3327 Tamiami Trail E. Naples FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Periscope Intermediate Corp BA8G 174190 04/01/17-04/01/18 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION 11— COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION 11— COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE - TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in - D. EMPLOYEES AS INSURED sured" against, and investigate or set- The following is added to Paragraph A.1., Who Is tle any such claim or "suit" and keep An Insured, of SECTION II — COVERED AUTOS us advised of all proceedings and ac - tions. LIABILITY COVERAGE: (ii) Neither you nor any other involved"insured" Any "employee" of yours is an "insured" while us- will make any settlement ing a covered "auto" you don't own, hire or borrow without our consent. in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii) We may, at our discretion, participate LIMITS in defending the "insured" against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II — COVERED AUTOS LIABIL- (iv) We will reimburse the "insured" for ITY COVERAGE: sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in - we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para - 2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of of SECTION If — COVERED AUTOS LIABIL- SECTION 11 — COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the v We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work, tion of such claims and your defense F. HIRED AUTO — LIMITED WORLDWIDE COV- of the "insured" against any such "suit", but only up to and included ERAGE — INDEMNITY BASIS within the limit described in Para - The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION 11 — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable limit of bargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and pro- settlements or defense expenses. hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re - and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter - partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph AA.b., Loss Of Use Expenses, of SEC- TION 111— PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY COMMERCIAL AUTO (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated, We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.S., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: The following is added to Paragraph AA., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex - We will a u to $400 for "loss" to wearing a - tent required of you by a written contract pay P 9 P signed and executed prior to any "accident" parel and other personal property which is: or "loss", provided that the "accident" or "loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 Of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How - N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col - The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non -renewal. SECTION IV —,BUSINESS AUTO CONDITIONS: Page 4 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Periscope Intermediate Corp 6301F210244 04/01/17-04/01/18 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage — Ex- ception To Expected Or Intended Injury Ex- clusion B. Non -Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments F. Who Is An Insured — Employees And Volun- teer Workers — First Aid G. Who is An Insured — Employees — Supervi- sory Positions H. Who Is An Insured — Newly Acquired Or Formed Organizations I. Blanket Additional Insured — Owners, Manag- ers Or Lessors Of Premises J. Blanket Additional Insured — Lessors Of Leased Equipment PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE — EXCEPTION TO EXPECTED OR INTENDED IN- JURY EXCLUSION K. Blanket Additional Insured — Persons Or Or- ganizations For Your Ongoing Operations As Required By Written Contract Or Agreement L. Blanket Additional Insured — Broad Form Vendors M. Who Is An Insured — Unnamed Subsidiaries N. Who Is An Insured — Liability For Conduct Of Unnamed Partnerships Or Joint Ventures 0. Medical Payments — Increased Limits P. Contractual Liability — Railroads Q. Knowledge And Notice Of Occurrence Or Of- fense R. Unintentional Omission S. Blanket Waiver Of Subrogation B. NON -OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2., of SECTION I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily Injury" or C "property damage" resulting from the use of rea- sonable force to protect any person or property. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION CG D417 01 12 © 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. COMMERCIAL GENERAL LIABILITY I — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or prop- erty for a charge. D. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the exceptions in Ex- clusion j., Damage To Property, in Para- graph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION 1 — COVERAGES — COVERAGE A BODILY IN- JURY AND PROPERTY DAMAGE LIABIL- ITY: Exclusions c., g. and h., and Paragraphs (1), (3) and (4) of Exclusion j., do not apply to "premises damage". Exclusion f.(1)(a) does not apply to "premises damage" caused by fire unless Exclusion L of Section I — Cover- age A — Bodily Injury And Property Damage Liability is replaced by another endorsement to this Coverage Part that has Exclusion - All Pollution Injury Or Damage or Total Pollution Exclusion in its title. A separate limit of insur- ance applies to "premises damage" as de- scribed in Paragraph 6. of Section III — Limits Of Insurance. 3. The following replaces Paragraph 6. of SEC- TION III — LIMITS OF INSURANCE: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part. 4. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINI- TIONS Section: a. A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "insured contract"; 5. The following is added to the DEFINITIONS Section: "Premises damage" means "property dam- age" to: a. Any premises while rented to you or tem- porarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. 6. The following replaces Paragraph 4.b.(1)(b) of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for "premises damage"; or 7. Paragraph 4.b.(1)(c) of SECTION IV — COMMERCIAL GENERAL LIABILITY CON- DITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: b. Up to $2,500 for cost of bail bonds re- quired because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to fur- nish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- AGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. Page 2 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. F. WHO IS AN INSURED — EMPLOYEES AND VOLUNTEER WORKERS — FIRST AID 1. The following is added to the definition of "oc- currence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor, in providing or failing to provide first aid or "Good Samaritan services" to a person. 2. The following is added to Paragraph 2.a.(1) of SECTION 11— WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of pro- viding or failing to provide first aid or "Good Samaritan services" by any of your "employ- ees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing du- ties related to the conduct of your business. 3. The following is added to Paragraph S. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applica- ble Each Occurrence Limit, all related acts or omissions committed by any of your "employ- ees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emer- gency medical services for which no compen- sation is demanded or received. G. WHO IS AN INSURED — EMPLOYEES — SU- PERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II —WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" or "personal injury" to a co - "employee" in the course of the co -"employee's" employment by you arising out of work by any of COMMERCIAL GENERAL LIABILITY your "employees" who hold a supervisory posi- tion. H. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4. of SECTION 11 — WHO IS AN INSURED of the Commercial General Liability Coverage Form, and Paragraph 3. of SECTION II —WHO IS AN INSURED of the Global Companion Commercial General Liability Coverage Form, to the extent such coverage forms are part of your policy: Any organization you newly acquire or form, other than a partnership or joint venture, of which you are the sole owner or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insurance which provides similar coverage to that organiza- tion. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it;.or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will con- tinue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal in- jury" or "advertising injury" arising out of an offense committed before you acquired or formed the organization. BLANKET ADDITIONAL INSURED — OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION 11 — WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an Insured, but only with respect to liability arising out of the owner- ship, maintenance or use of that part of any prem- ises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: CG D4 17 01 12 © 2012 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc, with its permission. COMMERCIAL GENERAL LIABILITY a. Any "bodily Injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or b. Structural alterations, new construction or demolition operations performed by or on be- half of such premises owner, manager or les- sor. J. BLANKET ADDITIONAL INSURED — LESSORS OF LEASED EQUIPMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to liabil- ity for "bodily injury", "property damage", "per- sonal injury" or "advertising injury" caused, in whole or in part, by your acts or omissions In the maintenance, operation or use by you of equip- ment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED — PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or agree- ment applies or the acts or omissions of any person or organization performing such op- erations on your behalf, The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. L. BLANKET ADDITIONAL INSURED — BROAD FORM VENDORS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with re- spect to liability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that con- tract or agreement; and b. Arises out of "your products" which are dis- tributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such ven- dor will be the limits which you agreed to pro- vide in the written contract or agreement, or the limits shown in the Declarations, which- ever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (4) Any failure to make such inspections, ad- justments, tests or servicing as vendors agree to perform or normally undertake to perform In the regular course of business, in connection with the distribution or sale of "your products", - (5) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your prod- ucts'; or (6) "Your products" which, after distribution or sale by you, have been labeled or re- labeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Page 4 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc, with Its permission. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingre- dient, part or container entering into, accom- panying or containing such products; or b. Any vendor for which coverage as an addi- tional insured specifically is scheduled by en- dorsement. M. WHO IS AN INSURED — UNNAMED SUBSIDI- ARIES The following is added to SECTION ii — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named In- sured in the Declarations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under simi- lar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership in- terest of more than 50% in such subsidiary. N. WHO IS AN INSURED — LIABILITY FOR CON- DUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II — WHO IS AN INSURED: No person or organization is an insured with re- spect to the conduct of any current or past part- nership or joint venture that is not shown as a Named Insured in the Declarations. This para- graph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section 11— Who Is An Insured. O. MEDICAL PAYMENTS — INCREASED LIMITS The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: COMMERCIAL GENERAL LIABILITY (b) The amount shown on the Declarations of this Coverage Part for Medical Expense Limit. P. CONTRACTUAL LIABILITY— RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINI- TIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is de- leted. Q. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the in- surance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section 11— Who Is An Insured: (1) Notice to us of such 'occurrence" or of- fense must be given as soon as practica- ble only after the 'occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your trustees who is an Individual (if you are a trust), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust) or any "employee" authorized by you to give notice of an 'occurrence" or offense. (2) If you are a partnership, joint venture, lim- ited liability company'or trust, and none of your partners, joint venture members, managers or trustees are individuals, no- tice to us of such 'occurrence" or offense must be given as soon as practicable only after the 'occurrence" or offense is known by: 7. Subject to 5. above, the Medical Expense (a) Any individual who is: Limit is the most we will pay under Coverage C for all medical expenses because of "bodily (i) partner o member e; any part - n Injury" sustained by any one person, and will ership orjintventur be the higher of: (ii) A manager of any limited liability (a) $10,000; or company; CG D4 17 01 12 © 2012 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (iii) A trustee of any trust; or (iv) An executive officer or director of any other organization; that is your partner, joint venture member, manager or trustee; or (b) Any "employee" authorized by such partnership, joint venture, limited li- ability company, trust or other organi- zation to give notice of an "occur- rence" or offense. (3) Notice to us of such "occurrence" or of- fense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as prac- ticable after any of the persons described in Paragraphs e. (1) or (2) above discov- ers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply, However, if this policy includes an endorse- ment that provides limited coverage for "bod- ily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a re- quirement that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e, does not affect that requirement. R. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Repre- sentations, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or unintentional er- ror in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect addi- tional premium or to exercise our rights of cancel- lation or nonrenewal in accordance with applica- ble insurance laws or regulations. S. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -- COMMERCIAL GENERAL LI- ABILITY CONDITIONS: If the insured has agreed in a contract or agree- ment to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organiza- tion, but only for payments we make because of: a. "Bodily injury" or "property damage" caused by an "occurrence" that takes place; or b. "Personal injury" or "advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. Page 6 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Procurement Services Division for Internal Use Only Cooperative Governmental / Consortium Agreement Form "Cooperative Contracts" Collier Countv Solicitation Reference: NA The Procurement Services Director acknowledges that the attached contract EPP-RFP 840 was competitively solicited by Miami -Dade County, Florida according to the Board's Procurement Ordinance 2013-69, as amended by Ordinances 29,1-"-7 a 15-51, S 18 and that the terms and conditions of the purchase are competitive in and favo t the County.- � 0// 7 — (Procuretent Professiona rLvTew—and ap val) (Date) rocurement Services Director revieVand approdal) (Date) 5" - / 7 Revised 11/25/2015 Description Items Information Reviewed (Allowable per BCC Purchasing Ordinance Section 18 B and with Approved Budget) 1. Sponsor Agency Miami Dade County, Florida 2. Sponsor Agency Contact Juliana Manjarres, 305-375-1084, Juliana. Manmarres miamidade. ov 3. Web Site (if applicable) Miamidade. ov 4. Award Date 2/7/2013 5. Expiration Date 2/7/2018 6. Renewal Options 3 additional 2 year terms (maximum 11 total years) 7. Scope of Services Included Electronic Bidding Solution includsive of all software licensing, implementation, configurations, interface development, customizations, training, hosting, maintenance, and technical support services for the Count 8. Piggyback Clause Included All sales resulting from this agreement, or and agreement resulting from (in solicitation or contract) this solicitation and the utilization of the County agreement price and terms and conditions identified herein, are subject to the two percent (2%) UAP. This fee applies to all agreement usage whether by County Departments or by any other governmental, quasi -governmental or not- for-profit entity. (this fee is being waived/paid by bidsync) 9. Competitive Event RFP No. 840 10. Competition Summary Four responsive proposers and 1 non-responsive (five total). 11. ITB Tab Sheet / RFP Contract, NORA, Scoring Ranking Sheet 12. Contractors Awarded Periscope Holdings, Inc. dba Bid Sync 13. Attached Documents for Attached County Attorney 14. Rationale for Use Solicited through Miami -Dade County, Florida; solicitation sales volume netted price savings for the County given the number of public agencies participating; reduced the number of staff hours and vendor dollars in putting together a response to a specific Collier County solicitation. The Procurement Services Director acknowledges that the attached contract EPP-RFP 840 was competitively solicited by Miami -Dade County, Florida according to the Board's Procurement Ordinance 2013-69, as amended by Ordinances 29,1-"-7 a 15-51, S 18 and that the terms and conditions of the purchase are competitive in and favo t the County.- � 0// 7 — (Procuretent Professiona rLvTew—and ap val) (Date) rocurement Services Director revieVand approdal) (Date) 5" - / 7 Revised 11/25/2015 Date: January 25, 2013 To: Lester Sola, Director Internal Services Department From: Singer, Miriam Singer, CF' �c Assistant Direc r Internal Servi, sment Subject: Recommendation for Approval to Award Memorandun RECOMMENDATION It is recommended that the County Mayor approve award of this contract to the vendor listed below to obtain a turnkey, commercially available electronic bidding solution for the Procurement Management Services Division within the Internal Services Department. �jouelhffi TERM: Five Years with Three, Two -Year Options to Renew METHOD CFA A : Award to the responsive, responsible vendor based on evaluation criteria established in the solicitation. A full and open competitive Request for Proposals process was used. PREVIOUS CONTRACT AMOUNT: Not applicable. TOTAL RECOMMENDED ALLOCATION: $408,200 for five years *Estimated Cumulative Value $918,200 should all options be exercised. BACKGROUND Award of this contract will provide the Procurement Management Services Division within the Internal Services Department with the ability to obtain a turnkey Electronic Bidding Solution (Solution) provided by BidSync. The Solution will provide a completely automated system capable of bid creation, electronic submittal, evaluation, analysis, and award. The proposed Solution offered by BidSync, eProcure, will allow Procurement Management (PM) staff to create solicitation documents within the proposed tool using predefined templates, receive bids electronically through a secure and reliable web -based system, and allow automated evaluation/scoring of bids. This Solution is offered through Software as a Service (SaaS) delivery model and requires no additional infrastructure costs, Through staff negotiations, a reduction in price in the amount of $22,500 was recognized as cost avoidance between the initial proposal and the final negotiated price. These savings were achieved by reevaluating the required interfaces and leveraging the robust technology offered to integrate with existing County systems. As part of the initial proposal, BidSync reduced the subscription fee by fifty percent, and offered the County a competitive rate. Additionally, as part of the configuration and implementation of the solution, the County will benefit from the use of the updated five digit National Recommendation for Approval to Award: Electronic Bidding Solution Page 2 Institute of Governmental Purchasing (NIGP) commodity codes used nationwide. This will enable the County update and convert the current commodity codes, purchased in 2000, to the uniform codes used as a best practice by public entities. This will also offset the County having to purchase the NIGP codes separately, and allow the vendor files to be converted to reflect these new codes. The commodity code update and conversion will also assist in the Enterprise Resource Planning System implementation and use of electronic catalogs. BidSync will be responsible for providing all required software licenses, implementation, interface development, configuration, training, hosting, and maintenance and support services throughout the contract term, including any renewals or extensions issued by the County, MKII Department Allocation Funding Source Contract Manager Internal Services $ 408,200 Proprietary Funds Adil Khan Total $ 408,200 �k #�A I �#,'r_Rjkl FOR AWARD: Awardee ddres j rincipal RFP Depot, LLC 629 Quality Drive, Suite 101 Sabrina Stover dba BidSync American Fork, Utah Proposer (s) Reason for Not Recommending eBid Systems Proposer was not the highest ranked by the Evaluation Selection Committee. infoTech Proposer was not the highest ranked by the Evaluation Selection Committee. Perfect Commerce Proposer was not the highest ranked by the Evaluation Selection Committee. The Proposal was deemed non-responsive due to the Proposer failing to sign the A-1 form or equivalent, thus there was no evidence by The The Public Group Public Group to be bound by its proposal. Additionally, the proposal submitted did not comply with the pricing requirements outlined within the RFP and did not allow for proper evaluation. L�L)JJY L11 UIV UUU111Y j4L1U111t:,Y UJIIL;t� UPIMON RS d1jaGneu, PERFORMANCE DATA: There are no performance issues with the recommended firm. Recommendation for Approval to Award: Electronic Bidding Solution Page 3 CONTRACT MEASURES: PROCURMENT 1�� 1s� �= The services being provided are not covered under the Living Wage Ordinance. The User Access Program provision will apply. The 2% progra discount will be collected on all purchases. i Local Preference was considered in accordance with the applicab ordinance, but did not affect the outcome, I L on/behalf of Mayor Carlos --AGmenez bate' c: Miriam Singer, CPPD, Assistant Director, Internal Services Department Date: November 8, 2012 To Lester Sola, Director Internal Services Department Thru: am Singer, CPPO, Assistant Internal Services Department From: Melissa Adames, CPPB, Procurf.- Chairperson, Review Team 6, =�1111 i 11111111110 1 1; !1' W 1 1111:1 IM MIAM11- Memorandum mm� The Review Team has completed the evaluation of proposals submitted in response to the referenced Request for Proposals (RFP) following the guidelines published in the solicitation as summarized below, Committee meeting dates: October 9, 2012 (Kick-off Meeting) October 24, 2012 (Technical Discussion and Evaluation Meeting) November 5, 2012 (Oral Presentations, Evaluation Meeting, and Final Scoring) Verification of compliance with contract measures: The Review Committee recommended a Small Business Enterprise (SBE) selection factor for this solicitation. None of the Proposers who submitted responses are certified SBE firms. Verification of compliance with minimum qualification requirements: The RFP opened on September 21, 2012 with five proposal responses. The solicitation did not have any minimum qualification requirements; therefore all proposals were reviewed for responsiveness. The responses were reviewed for responsiveness by the Chairperson and the County Attorney's Office (CAO). The proposal submitted by The Public Group was deemed as non-responsive by the CAO. The Proposal was deemed non-responsive due to the Proposer failing to sign the A-1 form or equivalent, thus there was no evidence by The Public Group to be bound by its proposal. Additionally, the proposal submitted did not comply with the pricing requirements outlined within the RFP and did not allow for proper evaluation. A copy of the CAO opinion is attached. Local Certified Service -Disabled Veteran's Business Enterprise Preference: None of the Proposers who submitted responses are Local Certified Service -Disabled Veteran's Business Enterprises. Evaluation Results! Summary of Scores: The Review Team was tasked with evaluating, scoring, and ranking the four responsive proposals submitted in reference to the RFP. A technical discussion and evaluation meeting was held to discuss the responsive proposals submitted in reference to the RFP. A review of the technical merits of each proposal in addition to the software solution was evaluated based on the criteria outlined within the RFP. After completion of the technical review of the proposals received, the Review Team conducted preliminary scoring and shortlisted the vendors remaining in consideration. Preliminary Scores are as follows: Page 2 Memo to Lester Sola Report of Review Team for EPP-RFP No. 840: Electronic Bidding Solution Technical Price Score Total Combined Proposer Score Score P ' rice / Cost _Q11KMi+*'ftr1 The Review Team elected to hold oral presentations with the three top ranked vendors: Bidsync, eBid Systems, and Perfect Commerce. Oral presentations were conducted on November 5, 2012. Immediately following the oral presentations, a final evaluation meeting was held. Proposals were reviewed for those firms remaining in consideration and, after review and technical discussion, final scoring was conducted by the Review Team. The final scores are as follows: Post Oral Presentations Technical Price Score Total Combined Proposer Score Score Price / Cost (Max 255 Submitted points) (Max 45 points) (Max 300 points) BidSync 233 36 269 $430,700 eBid Systems 176 31 207 $392,000 Perfect Commerce 216 26 242 $659,180 Local Preference: Local Preference was considered in accordance with the applicable ordinance, but did not affect the outcome. Negotiations: The Review Team recommends that the County enter into negotiations with the highest ranked proposer, BidSync. The following individuals will participate in the negotiations: Melissa Adames, Procurement Contracting Manager, ISD Amos Roundtree, Procurement Management Division Director, ISD Ray Baker, Assistant to the Director, ISD Justification for Recommendation: The Review Team recommends that the County proceed to negotiations with BidSync, the top ranked vendor for the purchase of a new Electronic Bidding Solution (Solution). The County solicited proposals for a turnkey commercially available Solution capable of automating bid creation, electronic submittal, evaluation, and analysis. The proposed Solution offered by BidSync, eProcure, will allow Procurement Management (PM) staff to create solicitation documents within the proposed tool using predefined templates, receive bids electronically through a secure and reliable web -based system, and allow automated evaluation/scoring of bids. (Max 255 (Max 45 (Max 300 points) points) points) BidSync 195 28 223 $430,700 eBid Systems 187 33 220 $392,000 infoTech 148 28 176 $208,975 Perfect Commerce 232 27 259 $659,180 The Review Team elected to hold oral presentations with the three top ranked vendors: Bidsync, eBid Systems, and Perfect Commerce. Oral presentations were conducted on November 5, 2012. Immediately following the oral presentations, a final evaluation meeting was held. Proposals were reviewed for those firms remaining in consideration and, after review and technical discussion, final scoring was conducted by the Review Team. The final scores are as follows: Post Oral Presentations Technical Price Score Total Combined Proposer Score Score Price / Cost (Max 255 Submitted points) (Max 45 points) (Max 300 points) BidSync 233 36 269 $430,700 eBid Systems 176 31 207 $392,000 Perfect Commerce 216 26 242 $659,180 Local Preference: Local Preference was considered in accordance with the applicable ordinance, but did not affect the outcome. Negotiations: The Review Team recommends that the County enter into negotiations with the highest ranked proposer, BidSync. The following individuals will participate in the negotiations: Melissa Adames, Procurement Contracting Manager, ISD Amos Roundtree, Procurement Management Division Director, ISD Ray Baker, Assistant to the Director, ISD Justification for Recommendation: The Review Team recommends that the County proceed to negotiations with BidSync, the top ranked vendor for the purchase of a new Electronic Bidding Solution (Solution). The County solicited proposals for a turnkey commercially available Solution capable of automating bid creation, electronic submittal, evaluation, and analysis. The proposed Solution offered by BidSync, eProcure, will allow Procurement Management (PM) staff to create solicitation documents within the proposed tool using predefined templates, receive bids electronically through a secure and reliable web -based system, and allow automated evaluation/scoring of bids. Page 3 Memo to Lester Sola Report of Review Team for EPP-RFP No. 840: Electronic Bidding Solution It is anticipated, through use of this Solution, that PIVI sta* will be able to streamline the solicitation drafting process, ensure timeliness of notifications to all interested parties, accept electronic bid submissions, reduce • tabulation efforts, and reduce the •,- procurement cycle time for Invitations to Bid. The Solution has been in use since 2001 and is currently utilized by the City of West Palm Beach, City of Fort Lauderdale, City of Sunny isles Beach, Orange County and Pinellas County, amongst • Copies of the score sheets are attached for each Review Team member, as well as composite score sheets • the CAO opinion. Approved �d�+f<< 1117 5 D(ate / ,MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 This software hceneing, hnsdng, maintenance, and support agreement ("Agreement") is made and entered into by and between Miami -Dade county , a political subdivision of the state of Florida, having its principal office at111 N.W. I st street, Miami, Florida 33128 (hereinafter referred to as the "County"), and RFP Depot, DBA BidSyno . a corporation organized and existing under the laws of the ababs of Ubah, having its principal office sd62A Quality Dhve, Suite #1O1. American Fork, Utah 84003 (hereinafter referred to as the "Contractor"). WHEREAS. the Contractor has submitted u written proposal dated September 21. 2012. hereinafter referred to as the "Contractor's Proposal" which in incorporated by reference herein, The Contractor has offered to provide the County with an Electronic Bidding Solution thatshall conform tothe Scope ofServices (Appendix A);Miami-Dade County's Request for Proposals, E9P-RFPNo. 840and all associated addenda and adouhmonts, incorporated herein by reference; and the requirements of this Agreement; and, WHEREAS, the County desires to procure from the Contractor such Electronic Bidding Solution inclusive of all software licensing, implementation, configurations, interface development, custornizations, training, huubng, mainhanonue, and technical support oenioma for the County` in accordance with the terms and conditions ufthis Agreement; WHEREAS, the Contractor has represented that such Electronic Bidding Solution when used with other third party products and/or products provided by Contractor in a Software as o Service (GaaS) or Application Service Provider (ASP) model, as identified in this Agreement, wi 11 provide the County with a turnkey Electronic Bidding Solution which, together with the third party products and other deliverables make up the total Gystem, as defined below. Contractor represents that its personnel or those subcontracted by the Contractor have the know|edge, pro5oienoy, and skills to provide (o) the Semioea, including any programming/configuration Services needed to modify the System and/or establish interfaces between the System and other County entities, data processing programs, and Sofbveny applications as maybe hereinafter described, (b) consulting and project management services, (c) data conversion, (d) training and documentation, and (e) hosting, maintenanoe, and support of the System; and WHEREAS, the County is not acquiring the Servioea. System and other items described herein and entering into this Agreement for the Contractor provided System and Semkma as separate deliverables. Bather, the Contractor acknowledges that the County is purchasing these Deliverables and Services as a comprehensive Electronic Bidding Solution (which the County will access over the Internet using Hardware and Software owned by it) in amulti-user environment, with interfaces with other County enbdes, data processing programs, and Software upp|icuUono, all in accordance with the terms and Page 1of 52 MAW- 1 MIA I• ADE COUNTY, FLORIDA E P -RFP NO,840 conditions of this Agreement and all in the context of a SaaS or ASP model; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1.1 "Software System" shall mean the computer program listed in Appendix A "Scope of Services' attached hereto and any subsequent error corrections or updates supplied to the County by the Contractor pursuant to this Agreement. 1.2 "License Fee" or "Subscription Fee" shall mean the annual fee associated to granting the County use of the Software System as outlined in Appendix B "Price Schedule." 1.3 "Maintenance" shall mean the product updates and product upgrades required for the County to achieve optimal performance of the Software as outlined in Appendix A, "Scope of Services." 1.4 "Projects" and "Services" shall mean enhancements or modifications to the Software in the areas of business strategy, business integration, business process improvement, training, management development, project management, computer programming, systems integration, data processing, software development and other specific activities related to improving the County's computer systems, training or personnel to operate the same, creation or modification of software, and related consulting activities. 1.5 "Support Services" shall mean the process to resolve reported incidents through error correction, patches, hot fixes, workarounds, replacements or any other type of correction or modification required to fully utilize the Software capabilities, as outlined in Appendix A, "Scope of Services." 1.6 "Software" shall mean the programs which (1) tell a computer what to do, and (ii) are required to perform the tasks specified in the Agreement, whether or not the programs are to be supplied by Contractor. ---—'LZ--�S)�s1e Lshali-meanAb –t mke_y_Eie-cftonic_Bidding_Solution_whicUncludesAhelicense_d_SDftwar_e--- — and Third Party Software operating on the Contractor's Hardware that the Contractor will make accessible to the County and Third Party Users through the Internet, as a service, all as described in this Agreement and the attachments hereto. 1.8 "SaaS" shall mean Software as a Service owned and managed by the Contractor. 1.9 "Defect(s)" shall mean incorrect implementation of the System or failure of the System to conform to the Documentation, as defined below, or the Final Acceptance Criteria resulting in inadequacy, malfunction, or imperfection. In the event of a conflict between the Final Acceptance Criteria and the Documentation, the Final Acceptance Criteria shall prevail. 1.10 "Deliverable(s)" shall mean all Software, Software Licenses and Documentation, as defined below, to be delivered or made available by the Contractor for use by the County, whether on site or remotely accessed, and all Services to be performed for and provided to the County by the Contractor under the Agreement. 1.11 "Documentation" shall mean such documentation as delivered by the Contractor to the County and accepted by the County prior to Final Acceptance of the System relating to the use, function, and Support of the System. Such Documentation shall mean the training/user guide and other material as made generally available by Contractor to its customers relating to the use and function of the System, as may be amended from time to time by Contractor. Subject to the provisions of this Agreement, County may modify, add to, or customize the Documentation for its internal use and County may copy the Documentation as needed for its internal use at no additional fee. 1.12 "Final Acceptance" shall mean the acceptance of the System by the County. Page 2 of 52 m -DAC MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO 840 1.13 "Final Acceptance Criteria" shall mean the criteria described in Appendix E "Acceptance Procedures" , as later and further developed as part of Stage 1 of each of Parts I and 11 (as described and set forth in Appendix A "Scope of Services") by which the County will test the System and its functional components and measure it's conformance with the final acceptance specifications in the Scope of Services or final CCS Documents. 1.14 "Maintenance" shall mean any activity intended to eliminate faults, to improve or to keep the System in satisfactory working condition, including tests, measurements, adjustments, changes, modifications, enhancements or repairs, and updates as further defined in this Agreement under Appendix D "Maintenance and Support Services and Service Level Agreement". 1.15 "Releases" shall mean those versions of the System which add functionality to the Licensed Software, including any Updates and Upgrades provided under this Agreement. 1.16 "Services" shall mean the work,. duties, and obligations to be carried out and performed by the Contractor under the Agreement and pursuant to Appendix A "Scope of Services". Without limiting the foregoing, the Services to be performed by the Contractor fall into eight (8) general categories: (i) hosting the System on the Contractor's Hardware, (ii) making the System available to the County and Third Party Users over the Internet as a Service, (iii) Software programming or mod ificationlconfiguration of the Licensed Software to meet the County's needs as reflected in this Agreement, (iv) project management, (v) programming agreed upon interfaces, (vi) conversion of the County's current data, (vii) training of County staff, and (viii) Maintenance Support Services. 1.17 "Third Party Users" shall mean those individuals or entities authorized by the County to perform services, access the System, review information, and make inquiries. 1.18 "Third Party Software" shall mean non -Contractor software provided by the Contractor that is necessary for the System to perform its functions, such as, without limitation, operating system, and database software. — 1.19-!Updates= WWI- DADE MIAMI-DADE COUNTY FLORIDA EPP-RFP NO 840 a) References to a specified Article, section or schedule shall be construed as reference to that specified Article, or section of, or schedule to this Agreement unless otherwise indicated. b) Reference to any agreement or other instrument shall be deemed to include such agreement or other instrument as such agreement or other instrument may, from time to time, be modified, amended, supplemented, or restated in accordance with its terms. c) The terms "hereof', "herein", "hereinafter", "hereby', "herewith", "hereto", and "hereunder" shall be deemed to refer to this Agreement. d) The titles, headings, captions and arrangements used in these Terms and Conditions are for convenience only and shalt not be deemed to limit, amplify or modify the terms of this Contract, nor affect the meaning thereof. a) Contractor shall own all rights, title, and interest in and to the System and the related source code including copyright, trade secret, patent, trademark, and other proprietary rights as well as all customizations, enhancements, modifications, improvement, derivations, or other variations thereof. This Agreement does not transfer to the County under any circumstances any of the Contractor's ownership rights in the System. b) System License. In consideration of the fees paid under the Agreement, the Contractor hereby grants to the County and its full-time, part-time or contract employees a limited, nonexclusive license for the term of the Agreement to access and use those components of the System that require a license, including but not limited to the System, over the Internet, with an unlimited number of concurrent end user licenses. c) Use of License. The System and use of the System is licensed to the County solely for the County's overnmental and business purposes to the extent such purposes are described in this Agreement or the Documentation. -- - - - - - d) Software as a Service (SaaS). Contractor is supplying SaaS and acting as an Application Service Provider (ASP) supplying the System to the County as a hosted service via the Internet. To the extent a sublicense is necessary in connection with making any component of the System available to the County, the Contractor will also provide for sublicenses to enable the County to fully utilize the System in accordance with the Agreement. a) The Contractor shall provide the services set forth in the Scope of Services (Appendix A), and render full and prompt cooperation with the County in all aspects of the Services performed hereunder. b) The Contractor acknowledges that this Agreement requires the performance of all things necessary for or incidental to the effective and complete performance of all Work and Services under this Contract. All things not expressly mentioned in this Agreement but necessary to carrying out its intent are required by this Agreement, and the Contractor shall perform the same as though they were specifically mentioned, described and delineated. c) The Contractor shall furnish all labor, materials, tools, supplies, and other items required to perform the Work and Services that are necessary for the completion of this Contract. All Work and Services shall be accomplished at the direction of and to the satisfaction of the County's Project Page 4 of 52 Ib DQE MIA I-DADE COUNTY, FLORIDA E P•RFP NO. 840 Manager. d) The Contractor acknowledges that the County shall be responsible for making all policy decisions regarding the Scope of. Services. The Contractor agrees to provide input on policy issues in the form of recommendations. The Contractor agrees to implement any and aft changes in providing Services hereunder as a result of a policy change implemented by the County. The Contractor agrees to act in an expeditious and fiscally sound manner in providing the County with input regarding the time and cost to implement said changes and in executing the activities required to implement said changes. ARTICLE 6. MANNER OF PERFORMANCE a) The Contractor shall provide the Services described herein in a competent and professional manner satisfactory to the County in accordance with the terms and conditions of this Agreement. The County shall be entitled to a satisfactory performance of all Services described herein and to full and prompt cooperation by the Contractor in all aspects of the Services. At the request of the County the Contractor shall promptly remove from the project any Contractor's employee, subcontractor, or any other person performing Services hereunder. The Contractor agrees that. such removal of any of its employees does not require the termination or demotion of any employee by the Contractor. b) The Contractor agrees to defend, hold harmless and indemnify the County and shall be liable and responsible for any and all claims, suits, actions, damages and costs (including attorney's fees and court costs) made against the County, occurring on account of, arising from or in connection with the removal and replacement of any Contractor's personnel performing services hereunder at the behest of the County. Removal and replacement of any Contractor's personnel as used in this Article shall not require the termination and or demotion of such Contractor's personnel. c) The Contractor agrees that at all times it will employ, maintain and assign to the performance of the the requirements to which reference is hereinafter made. The Contractor agrees to adjust its personnel staffing levels or to replace any its personnel if so directed upon reasonable request from the County, should the County make a determination, in its sole discretion that said personnel staffing is inappropriate or that any individual is not performing in a manner consistent with the requirements for such a position. d) The Contractor warrants and represents that its personnel have the proper skill, training, background, knowledge, experience, rights, authorizations, integrity, character and licenses as necessary to perform the Services described herein, in a competent and professional manner. e) The Contractor shall at all times cooperate with the County and coordinate its respective work efforts to most effectively and efficiently maintain the progress in performing the Services. f) The Contractor shall comply with all provisions of all federal, state and local laws, statutes, ordinances, and regulations that are applicable to the performance of this Agreement. .ARTICLE 7. DELIVERY 7.1 The Contractor shall make the System available to the County through a SaaS or ASP model. The System will be accessible through the Internet by the County. 7.2 Web. Based Software. All County license keys, usernames, and passwords shall be authenticated by the Contractor and perform according to Appendix A "Scope of Services". Page 5 of 52 MIAMI-DADE COUNTY, FLORIDA EPP-RFP N0,840 7.3 Documentation. The Contractor shall deliver copies of the Documentation to the County in softuopy(eleohonkc)fonmoiandif requested, hnhardcopy. i Under no circumstances will the County sell or distribute any copies of the Documentation, including copies made, to other than its employees or individuals assisting the County inits business orgovernmental operations, subject tuCounty's compliance with its applicable obligations hereunder. 7A Updated Documentation. The Contractor agrees to provide the County with revised, modified, and/or updated Documentation that reflects the enhancements/changes/modifications (including without limitation Updates, Upgrades or Releases) made to the System throughout the term of the Agreement. ARTICLE 8AGREEMENT TERM - O.1 The Agreement shall become effective on the date that it is signed by the County or the Contractor, whichever is later and shall continue through the last day ofthe 60m month following signature. The Courdy, at its sole disnretioo, reserves the right to exercise the option -to -renew this Agreement for three (3) additional two (2)year terms, fora maximum total ofeleven (11) years. 8.2 Extension. The County also reserves the right to exercise its option to extend this Agreementfor upto one hundred -eighty (180) calendar days beyond the current Agreement period or beyond any of the renewals. 8.3 Notification. The County will notify the Contractor in writing of the extension. This Agreement may be further extended beyond the initial one hundred -eighty (180) calendar day extension period by mutual agreement between the County and the Controdor, upon approval by the Board of County Commissioners. ARTICLE 9. HOSTING, MAINTENANCE, AND SUPPORT SERVICES 9.1 Contractor Obligations. ontractor shall -provide the -CQLtnty-mfifh-tf-ie--re-quir.e.d-hosting,-maintenanc.e,--.------------------- and support services for the System as set forth in Appendix D "Maintenance and Support and Service Level Agreement". 92 Commencement of Maintenance. Maintenance shall commence upon "Go Live" as described in Appendix "Scope of Services" and Appendix C "Project Timeline." The charge for Maintenance is included in the Recurring Fees charged under this Agreement and as further defined in Appendix B "Payment Schedule". ARTICLE 10. SYSTEM UPDATES. UPGRADES, ANWOR RELEASES 10A Update(*). Upgrade(s), and/or Release(s). The Contractor will notify the County of any intended System Update(s), Upgrades and/or Releases. Contractor will provide the County with the System Update(s), Upgrades and/or Releases as set forth in Appendix D "Maintenance and Support Services and Service Level Agreement" at no additional oonL Notwithstanding the horoQuinQ. Contractor reserves the right to promote Upduton. Upgrades, and/or Releases to the System without notice in emergency situations. 1U2Changes inCounty Policy, Administrative Order orFlorida Law. Atnoadditional cost, the Contractor nhoU maintain and modify the System to reflect changes in Miami -Dade County policy, administrative order, or Florida |avv and ensure that the System complies with State laws with respect to the System's modules that the Contractor is providing under this AQroement, as amended. Tn the extent that o legislative change the creation of new module to the System rather than o modification of an existing Cordnanbur Module within the System, Contractor may charge an additional fee for such a module. If the Contractor offers such e new module to its customers, the fees charged to the County for such o new Page Oof 52 MIAMI., DADE MIAMI -DARE COUNTY FLORIDA EPP-RFP NO 840 module shall not exceed the proportional amount charged by the Contractor to other Florida customers. The Contractor may also offer its customers the opportunity to share the cost of the new module. The Contractor reserves the right to charge additional fees to the County for custom changes that are unique to Miami -Dade County. 11.1 Software Enhancements or Modifications. The County may, from time to time, request that the Contractor incorporate certain features, enhancements or modifications into the Software. When requested by the County, the Contractor shall provide the requested system enhancements/modifications. Upon the County's request for such enhancements/modifications the County shall prepare a Statement of Work ('SOW") for the specific Project that shall define in detail the Services to be performed. The Contractor shall submit a cost and/or temporary revenue sharing proposal including all costs pertaining to furnishing the County with the enhancements/modifications. a) After the SOW has been accepted a detailed requirements and detailed design document shall be submitted illustrating the complete financial terms that govern the SOW, proposed Project staffing, anticipated Project schedule, and other information relevant to the Project. Each SOW executed hereunder shall automatically incorporate the terms and conditions of this Agreement. Notwithstanding the foregoing, performance of any such modifications shall not compromise the Contractor's warranty obligations. b) Following the County's acceptance of all enhancements/modification, the Contractor shall provide the County, if so requested with written confirmation of the date the enhancements/modification was applied to the Software System, and any and all Documentation relating to the Software and or enhancements/modification thereto. ARTICLE 12. CONFIGURATION SERVICES a) The County shall accept or reject the Software Deliverables within fifteen business (15) days of --- —oeereireceipt unessrwsewnthisAgreemet. -- b) If the Contractor fails to provide deliverables within the time specified or if the Software System and/or Deliverables delivered fails to conform to the requirements or are found to be defective in material or workmanship, then the County may reject the delivered Software System and/or Deliverable or may accept any item of Software System and/or Deliverable and reject the balance of the delivered Software System and/or Deliverable. The County shall notify Contractor of such rejection in writing and specify in such notice, the reasons for such rejection. Contractor agrees to deliver a fix or workaround replacement for the Software System and/or Deliverables for such items I of rejected Deliverables and/or Software System within fifteen (15) business days of Contractor's f receipt of the County's rejection notice. c) Unless otherwise agreed to by the County, Contractor agrees as part of the System deployment and configuration services to perform all required activities to successfully achieve all objectives set forth in the scope of work , including, but not limited to, (a) system configuration; (b) interface development; (c) software testing; (d) acceptance and user acceptance testing; (e) training; (f) hosting; (g) maintenance support services; (h) cooperating with all other vendors supplying peripheral or ancillary applications that will interface with the System; and (i) any additional services necessary to ensure Contractor's compliance with this Article 12. d) Software testing shall consist of the tests described in the Scope of Services which are to be conducted collectively by the Contractor and the County. The purpose of these tests is to demonstrate the complete operability of the Software System in conformance with the requirements of the Contract. This will include an actual demonstration of all required System functionality. All Page 7 of 52 M1AN 11 DARE MIAMI-DADE COUNTY FLORIDA EPP•RFP NO. 840 tests shall be in accordance with test pians and procedures prepared by Contractor and previously approved by the County. In the event of any outstanding deficiencies at the conclusion of installation testing, as determined by the County, Contractor shall be responsible for instituting necessary corrective measures, and for subsequently satisfactorily demonstrating and/or re- demonstrating System performance. The Contractor shall configure and program the Software System to conform to the Scope of Services. The System will be subject to several tests, including a System Acceptance test as further defined in the Scope of Services (Appendix A), and Acceptance Criteria (Appendix E) to be developed and agreed by both parties. To assure System performance, the County's Project manager will coordinate all testing of the Software System and provide Final Acceptance upon completion of all milestones and deliverables as outlined in the Scope of Services. Failure of the System to satisfy the acceptance criteria and conform to the requirements set forth in the Scope of Services by the timeframes set forth in the Implementation Timeline (Appendix C) may result in the County withholding payment until satisfactory acceptance is granted to the Contractor. ARTICLE U. FEES AND PAYMENT 14.1 Fees. Prices shall remain firm and fixed for the term of the Contract as stated in Appendix B "Price Schedule", including any option or extension periods; however, the Contractor may offer incentive discounts to the County at any time during the Contract term, including any renewal or extension thereof. 14.2 Travel. With respect to travel costs and travel related expenses, the Contractor agrees to adhere to CH. 112.061 of the Florida Statutes as they pertain to out-of-pocket expenses including employee lodging, transportation, per diem, and all miscellaneous cost -and fees_ The County shallnot be liable for any such expenses that have not been approved in advance, in writing, by the County. �... , ,,,..,.,..v. I'll .00 uy u- vW. m a� Lv. l elan uc auppul tcu uy I CVCIpt uma vI VLI roI documents reasonably required by the County. Invoices shall show the County's Agreement number, and shall have a unique invoice number assigned by the Contractor. Invoices for Professional Service shall be issued in accordance with the Phases and Tasks outlined in Appendix A, "Scope of Services" and Appendix B, "Payment Schedule." Invoices for Software Maintenance and Support Services shall be issued on an annual basis 60 days in advance of the expiration date of the previous year's Services. It is the policy of Miami -Dade County that payment for all purchases by County agencies shall be made in a timely manner and that interest payments be made on late payments. In accordance with Florida Statutes, Section 218.74 and Section 2-8.1 A of the Miami -Dade County Code, the time at which payment shall be due from the County shall be forty-five days from receipt of a proper invoice. The time at which payment shall be due to small businesses shall be thirty (30) days from receipt of a proper invoice, All payments due from the County and not made within the time specified by this section shall bear interest from thirty (30) days after the due date at the rate of one percent (1 %) per month on the unpaid balance. In the event of any difference concerning the payment obligations between the parties, the County, by the County Mayor, shall deliver a clear statement of its position on all matters at issue not later than sixty (60) days after the date on which the subject invoice was received by the County. Invoices and associated back-up documentation shall be submitted in duplicate by the Contractor to the County as follows: Miami -Dade County Internal Services Department Procurement Management Services Division 111 NW 151 Street, Suite 1300 Page 8 of 52 MMI DADE MIAMI•DADE COUNTY FLORIDA EPP-RFP NO 840 Miami, FL 33128 Attention: Accounts Payable Phone: 305-375-4495 The County may at any time designate a different address and/or contact person by giving written notice to the Contractor. 15.1 Proprietary Information. The Contractor acknowledges that all computer software in the County's possession may constitute or contain information or materials which the County has agreed to protect as proprietary information from disclosure or unauthorized use and may also constitute or contain information or materials which the County has developed at its own expense, the disclosure of which could harm the County's proprietary interest therein. 15.2 Proprietary Rights. The Contractor hereby acknowledges and agrees that the County retains all rights, title and interests in and to all materials, data, documentation and copies thereof furnished by the County to the Contractor hereunder, including all copyright and other proprietary rights therein, which the Contractor as well as its employees, agents, subconsultants and suppliers may use only in connection of the performance of Services under this Agreement. a) Except as otherwise provided in subsections a and b above, or elsewhere herein, the Contractor hereunder shall retain all proprietary rights in and to all Software provided hereunder. 15.3 No Reverse Engineering. The County agrees not to modify, reverse engineer, disassemble, or decompile the Software, or any portion thereof. s f�i 1�cke�i gem�en T1s a political su-Gdivisron of tl�e State of Florida--Miami=Dade Couniyis subject- to Florida's Public Records Law. 16.2 All Developed Works and other materials, data, transactions of all forms, financial information, documentation, inventions, designs and methods obtained from the County in connection with the Services performed under this Agreement, made or developed by the Contractor or its subcontractors in the course of the performance of such Services, or the results of such Services; or which the County holds the proprietary rights, may include Confidential Information and if so, may not, without the prior written consent of the County, be used by the Contractor or its employees, agents, subcontractors or suppliers for any purpose. In addition to the foregoing, all County employee information and County financial information shall be considered confidential information and shall be subject to all the requirements stated herein. Neither the Contractor nor its employees, agents, subcontractors or suppliers may sell, transfer, publish, disclose, display, license or otherwise make available to others any part of such Confidential Information without the prior written consent of the County. The solicitations that are made public by the County will be included in the library for use by other agencies to copy and modify to fit their needs thus making the solicitation creation process quicker and easier. By making the solicitation public, the County is declaring this data as non -confidential. 16.3 The Contractor shall advise each of its employees, agents, subcontractors and suppliers who may be exposed to such Confidential Information of their obligation to keep such information confidential and shall promptly advise the County in writing if it learns of any unauthorized use or disclosure of the Confidential Information by any of its employees or agents, or subcontractor's or supplier's employees, present or former. In addition, the Contractor agrees to cooperate fully and provide any assistance necessary to ensure the confidentiality of the Confidential Information, Page 9 of 52 r Ie DAM MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 16.4 It is understood and agreed that in the event of a breach of this Article damages may not be an adequate remedy and the County shall be entitled to injunctive relief to restrain any such breach or threatened breach. Unless otherwise requested by the County, upon the completion of the Services performed hereunder, the Contractor shall immediately turn over to the County all such Confidential Information existing in tangible form, and no copies thereof shall be retained by the Contractor or its employees, agents, subcontractors or suppliers without the prior written consent of the County. A certificate evidencing compliance with this provision and signed by an officer of the Contractor shall accompany such materials. 16.5 Survival. Licensee's obligations under this Article 16 will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason. ARTICLE 17. WARRANTIES 17.1 Ownership. The Contractor represents that it is the owner of the entire right, title, and interest in and to Software System, and that it has the sole right to grant licenses there under, and that it has not knowingly granted licenses there under to any other entity that would restrict rights granted hereunder except as stated herein. 17.2 Limited Warranty. Contractor represents and warrants to the County that the Software System, when properly installed by the County, will perform substantially as described in Contractors then current Documentation for such Software for a period of one year from the date of acceptance. The Contractor shall indemnify and hold harmless the County and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the County or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by the Contractor or its employees, agents, servants, --- - --- - —--parinerss prinipais or-subcontraotors-�i�eontractorsi�all pay-atl--claims and-losses�n-connection--- -- -- therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. The Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County or its officers, employees, agents and instrumentalities as herein provided. Upon County's notification, the Contractor shall furnish to the Internal Services Department, Procurement Management Division, Certificates of Insurance that indicate that insurance coverage has been obtained, which meets the requirements as outlined below: 1. Worker's Compensation Insurance for all employees of the Proposer as required by Florida Statute 440. 2. Commercial General Liability Insurance on a comprehensive basis in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. Miami - Dade County must be shown as an additional insured with respect to this coverage. 3. Automobile Liability Insurance covering all owned, ncn-owned and hired vehicles used in connection with the work, in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. 4. Professional Liability Insurance in an amount not less than $1,000,000 per claim_ Page 10 of 52 MUNI - OADE MIAMI-DADE COUNTY FLORIDA EPP-RFP NO. 840 The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operation of the Contractor. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida with the following qualifications: The company must be rated no less than "B'° as to management, and no less than "Class W as to financial strength by A.M. Best Company, Oldwick, New jersey, or its equivalent, subject to the approval of the County Risk Management Division. Im The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or Approved to Do Business in Florida", issued by the State of Florida Department of Financial Services and are members of the Florida Guaranty Fund. Certificates of Insurance must indicate that for any cancellation of coverage before the expiration date, the issuing insurance carrier will endeavor to mail thirty (30) day written advance notice to the certificate holder. In addition, the Contractor hereby agrees not to modify the insurance coverage without thirty (30) days written advance notice to the County. Compliance with the foregoing requirements shall not relieve the Contractor of this liability and obligation under this section or under any other section in this Agreement. The Contractor shall be responsible for ensuring that the insurance certificates required in conjunction with this Section remain in force for the duration of the contractual period of the Contract, including any and all option years or extension periods that may be granted by the County. If insurance certificates are scheduled to expire during the contractual period, the Contractor shall be responsible for submitting new or renewed insurance certificates to the County at a minimum of ten (10) calendar days in advance of such expiration. In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, the County shall suspend the Contract until such time as the new or -------- ten�tia-ect-ceriifi�al-e� a-re�c�ived-laythe�ourity-in tf�e manner prescribed -herein; provided; however, -that ----- this suspended period does not exceed thirty (30) calendar days. Thereafter, the County may, at its sole discretion, terminate this contract. .- r 19.1 Termination based on fraud. The County may terminate this Agreement if the Contractor, an individual or corporation or other entity attempts to meet its obligations under this Agreement with the County through fraud, misrepresentation or material misstatement. a) The County may, as a further sanction, terminate or cancel any other Agreement(s) that such individual or corporation or other entity has with the County and that such individual, corporation or other entity shall be responsible for all direct and indirect costs associated with such termination or cancellation, including attorney's fees. b) The foregoing notwithstanding, any individual, corporation or other entity which attempts to meet its obligations with the County under this Agreement through fraud, misrepresentation or material misstatement may be debarred from County contracting for up to five (5) years in accordance with the County debarment procedures. The Contractor may be subject to debarment for failure to perform and all other reasons set forth in Section 10-38 of the County Code. 19.2 Termination for Default_ This Agreement may be terminated by the non -defaulting party if any of the following events of default occur: (1) if a party materially fails to perform or comply with this Agreement or any provision hereof; (2) if either party fails to strictly comply with the provisions of Article 16 Page 11 of 52 ' ��~MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 (Confidentiality) or makes an assignment inviolation of Article 21(Nonassignability); (3) if the Contractor becomes insolvent or bankrupt,. or makes an assignment for the benefit of creditors. 19.3 Effective Date of Termination. Termination due toamaterial breach shall be effective on notice. |nall other cases, termination shall beeffective thirty (3U)days after notice oftermination tuthe defaulting party ifthe defaults have not been cured within such thirty (3U)day period. 19.4 Obligations on Termination or Cancellation of Contract. Within thirty (30 days after termination of this Agreement, County shall cease and desist all use of the Software and Documentation. ARTICLE 20.NOTICES All notices required orpermitted under this Agreement shall beinwriting and shall bedeemed sufficiently served if delivered by Registered or Certified Mail, with return receipt requested-, or delivered personally; or delivered via fax or e-mail (if provided below) and followed with delivery of hard copy;and inany case addressed onfollows: [HIUMATAL0 11=11 4712=111,A= � Miami -Dade County Internal Services Department Procurement Management Services Division 11iNVV1~Street, Suite 130O Miami, FL33128 /#tentiun:Adi|Khan Phone: (305)375-1436 E-mail: aakgmiamidade.gov and to the Contract Manager: Miami -Dade County Internal Services Department Procurement Management Services Division 111 N.W. 1*Etreet.Suite 13OU Miami, FL 33128'1074 Attention: Melissa Adames,CPPB Phone: (305) 375 -4U29 Fez (3O5)375'5G88 E -Mail.- madames(@miamidade.gov (2) To the Contractor RFP Depot, LLC D8ABidSyno 529Quality Drive, Sude#1O1 American Fork, Utah 84003 Attention: Sabrina Stover Phone (81)765-9248 Fax: (801)785'8246 Page 12of 52 A�IA�iI . MDAIDE MiA_MI-DADS COUNTY, FLORIDA EPP• FP NO 840 Either party may at any time designate a different address and/or contact person by giving notice as provided above to the other party. Such notices shall be deemed given upon receipt by the addressee. ARTICLE 21. NONASSIGNAEIILITY Contractor shall not assign this Agreement or its rights hereunder without the prior written consent of the County. ARTICLE 22. INSPECTOR GENERAL REVIEWS According to Section 2-1076 of the Code of Miami -Dade County, Miami -Dade County has established the Office of the Inspector General (IG) which may, on a random basis, perform audits, inspections, and reviews of all County/Trust contracts. This random audit is separate and distinct from any other audit by the County. To pay for the functions of the Office of the Inspector General, any and all payments to be made to the Contractor under this contract will be assessed one quarter (1/4) of one (1) percent of the total amount of the payment, to be deducted from each progress payment as the same becomes due unless, as stated in the Special Conditions, this Contract is federally or state funded where federal or state law or regulations preclude such a charge. The Contractor shall in stating its agreed process be mindful of this assessment, which will not be separately identified, calculated or adjusted in the proposal or bid form. The audit cost shall also be included in all change orders and all contract renewals and extensions. The Miami -Dade Office of Inspector General is authorized to investigate County affairs and empowered to review past, present and proposed County and Public Health Trust programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor existing projects and programs. Monitoring of an existing project or program may include a report concerning whether the project is on time, within budget and in conformance with plans, specifications and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, did specifications prapesa!}�a}s--activities-ofA--he-C-ontfactor—its-officers, agents -and -employees --- - -- -- lobbyists, County and Public Health Trust staff and elected officials to ensure compliance with contract specifications and to detect fraud and corruption. Upon ten (10) days written notice to the Contractor shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General shall have the right to inspect and copy all documents and records in the Contractor's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project -related correspondence, memoranda, instructions, financial documents, construction documents, proposal and contract documents, back -change documents, all documents and records which involve I cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records, The Contractor shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (proposal preparation) and performance of this contract, for examination, audit, or reproduction, until three (3) years after final payment under this contract or for any longer period required by statute or by other clauses of this contract. In addition: If this contract is completely or partially terminated, the Contractor shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and 2. The Contractor shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this contract until such appeals, litigation, or claims are finally resolved. Page 13 of 52 MIAMI - PDAM IM MIAMI- ADE COUNTY, FLORIDA E P -RFP NO. 840 The provisions in this section shall apply to the Contractor, its officers, agents, employees, subcontractors and suppliers. The Contractor shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Contractor in connection with the performance of this contract. Nothing in this section shall impair any independent right to the County to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the County by the Contractor or third parties. Exception: The above application of one quarter (114) of one percent fee assessment shall not apply to the following contracts: (a) IPS1G contracts; (b) contracts for legal services, (c) contracts for financial advisory services; (d) auditing contracts; (e) facility rentals and lease agreements; (f) concessions and other rental agreements-, (g) insurance contracts; (h) revenue -generating contracts; (i) contracts where an IPSIG is assigned at the time the contract is approved by the Trust; 0) professional service agreements under $1,000; (k) management agreements; (1) small purchase orders as defined in Miami -Dade County Administrative Order 3-2; (m) federal, state and local government -funded grants; (n) interlocal agreements; and (o) grant agreements granting not -for profit organizations Building Better Communities General Obligation Bond Program funds. Notwithstanding the foregoing, the Trust may authorize the inclusion of the fee assessment of one-quarter (1/4) of one percent in any exempted contract at the time of award. Nothing contained above shall in any way limit the powers of the Inspector General to perform audits on all Trust contracts including, but not limited to, those contracts specifically exempted above I This Agreement, including appendices, and all matters relating to this Agreement (whether in Agreement, statute, tort (such as negligence), or otherwise) shall be governed by, and construed in accordance with, the laws of the State of Florida, the county of Miami -Dade. All claims, disputes, or lawsuits arising out of or in connection with this Agreement shall be conducted in the exclusive venue in a court of competent -—-- jar-isdaGtion-in-Miarr�t-Bade-Cc�u��ty� F-lorida. — — ------ ARTICLE 24. COUNTY USER ACCESS PROGRAM (UAP) 24.1 User Access Fee. Pursuant to Miami -Dade County Budget Ordinance No. 03-192, this Agreement is subject to a user access fee under the County User Access Program (UAP) in the amount of two percent (2%). All sales resulting from this Agreement, or any Agreement resulting from this solicitation and the utilization of the County Agreement price and the terms and conditions identified herein, are subject to the two percent (2%) UAP. This fee applies to all Agreement usage whether by County Departments or by any other governmental, quasi -governmental or not-for-profit entity. The Contractor providing goods or services under this Agreement shall invoice the Agreement price and shall accept as payment thereof the Agreement price less the 2% UAP as full and complete payment for the goods and/or services specified on the invoice. The County shall retain the 2% UAP for use by the County to help defray the cost of the procurement program. Vendor participation in this invoice reduction portion of the UAP is mandatory. 24.2 Joint Purchase. Only those entities that have been approved by the County for participation in the County's Joint Purchase and Entity Revenue Sharing Agreement are eligible to utilize or receive County Agreement pricing and terms and conditions. The County will provide to approved entities a UAP Participant Validation Number. The Contractor must obtain the participation number from the entity prior to filling any order placed pursuant to this section. Contractor participation in this joint purchase portion of the UAP, however, is voluntary. The Contractor shall notify the ordering entity, in writing, within 3 work days of receipt of an order, of a decision to decline the order. Page 14 of 52 IAAI- LtAtIE MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 For. all ordering entities located outside the geographical boundaries of Miami -Dade County, the Contractor shall be entitled to ship goods on an 'FOB Destination, Prepaid and Charged Back" basis. This allowance shall only be made when expressly authorized by a representative of the ordering entity rp for to shipping the goods. The County shall have no liability to the Contractor for the cost of any purchase made by an ordering entity under the UAP and shall not be deemed to be a party thereto. All orders shall be placed directly by the ordering entity with the Contractor and shall be paid by the ordering entity less the 2°! UAP. 24.3 Contractor Compliance. If a Contractor faits to comply with this Article, that Contractor may be considered in default by the County in accordance with this Agreement_ ARTICLE 25. VENDOR REGISTRATION AND FORMS/CONFLICT OF INTEREST a) Vendor Registration The Contractor shall be a registered vendor with the County - Department of Procurement Management, for the duration of this Agreement. In becoming a Registered Vendor with Miami -Dade County, the Contractor confirms its knowledge of and commitment to comply with the following: 1. Miami -Dade County Ownership Disclosure Affidavit (Section 2-8.1 of the County Code) 2. Miami -Dade County Employment Disclosure Affidavit (Section 2.8-1(d)(2) of the County Code) 3. Miami -Dade Employment Drug-free Workplace Certification 12. Subcontractor/Supplier Listing (Section 2-8.8 of the County Code) 13. Environmentally Acceptable Packaging (Resolution R-738-92) 14. W-9 and 8109 Forms (as required by the Internal Revenue Service) 15. FEIN Number or Social Security Number -- eS cfion 2B.- . the un y�o e In or�{c er to esfabush a frle, f — — — p y � � t � Identification Number (FEIN) must be provided. If no FEIN 4. Miami -Dade Disability and Nondiscrimination exists, the Social Security Number of the owner or individual Affidavit must be provided. This number becomes Contractor's "County (Section 2-8.1.5 of the County Code) Vendor Number". To comply with Section 119.071(5) of the 5. Miami -Dade County Debarment Disclosure Florida Statutes relating to the collection of an individual's Social Security Number, be aware that the County requests Affidavit the Social Security Number for the following purposes: (Section 10.38 of the County Code) 6. Miami -Dade County Vendor Obligation to County Affidavit (Section 2-8.1 of the County Code) 7. Miami -Dade County Code of Business Ethics Affidavit (Section 2-8. Ili) and 2-11(b)(1) of the County Code through (6) and (9) of the County Code and Section 2-11.1(c) of the County Code) 8. Miami -Dade County Family Leave Affidavit ® Identification of individual account records ® To make payments to individual/Contractor for goods and services provided to Miami -Dade County = Tax reporting purposes ® To provide a unique identifier in the vendor database that may be used for searching and sorting departmental records 16. Office of the Inspector General (Section 2-1076 of the County Code) (Article V of Chapter 11 of the County Code) 17, Small Business Enterprises 9. Miami -Dade County Living Wage Affidavit The County endeavors to obtain the participation of all small business enterprises pursuant to Sections 2-8.2, 2-8.2.3 and Page 15 of 52 MIA I-DADE COUNTY FLORIDA EPP-RFP NO, 840 (Section 2-8.9 of the County Code) 2-8.2.4 of the County Code and Title 49 of the Code of Federal 10. Miami -Dade County Domestic Leave and Reporting Regulations. Affidavit 18. Antitrust Laws (Article 8, Section 11A -6011A-67 of the County Code) By acceptance of any contract, the Contractor agrees to comply with all antitrust laws of the United States and the 11. Subcontracting Practices State of Florida. (Ordinance 97-35) b) Conflict of Interest Section 2-11.1(d) of Miami -Dade County Code as amended by Ordinance 00-1, requires any county employee or any member of the employee's immediate family who has a controlling financial interest, direct or indirect, with Miami -Dade County or any person or agency acting for Miami -Dade County from competing or applying for any such contract as it pertains to this solicitation, must first request a conflict of interest opinion from the County's Ethic Commission prior to their or their immediate family member's entering into any contract or transacting any business through a firm, corporation, partnership or business entity in which the employee or any member of the employee's immediate family has a controlling financial interest, direct or indirect, with Miami -Dade County or any person or agency acting for Miami - Dade County and that any such contract, agreement or business engagement entered in violation of this subsection, as amended, shall render this Agreement voidable. For additional information, please contact the Ethics Commission hotline at (305) 579-2593. a) The Contractor hereby acknowledges that the County's Project Manager identified in Article 20 will determine in the first instance all questions of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation before or subsequent to acceptance of the Proposal; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly obey and follow every order of the County's Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the County's Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the County's Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the County's Project Manager. In the event that the Contractor and the County's Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the parties to this Agreement authorize the County Mayor or designee, who may not be the County's Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on parties. Any such dispute shall be brought, if at all, before the County Mayor within 10 days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice Page 16 of 52 t s OADIE MIAMI-RADE COUNTY, FLORIDA EPP-I FP NO, 840 of experts, but in any event shall base the decision on an independent and objective determination of whether Contractor's performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information in regard to such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgment or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. Under no circumstances shall the Contractor without the express written consent of the County: a) Issue or permit to be issued any press release, advertisement or literature of any kind which refers to the County, or the Work being performed hereunder, unless the Contractor first obtains the written approval of the County. Such approval may be withheld if for any reason the County believes that the publication of such information would be harmful to the public interest or is in any way undesirable; and b) Communicate in any way with any contractor, department, board, agency, commission or other organization or any person whether governmental or private in connection with the Services to be performed hereunder except upon prior written approval and instruction of the County; and suppliers will not represent, directly or indirectly, that any product or service provided by the Contractor or such parties has been approved or endorsed by the County. The Contractor represents that: a) No officer, director, employee, agent, or other consultant of the County or a member of the immediate family or household of the aforesaid has directly or indirectly received or been promised any form of benefit, payment or compensation, whether tangible or intangible, in connection with the grant of this Agreement. b) There are no undisclosed persons or entities interested with the Contractor in this Agreement. This Agreement is entered into by the Contractor without any connection with any other entity or person making a proposal for the same purpose, and without collusion, fraud or conflict of interest. No elected or appointed officer or official, director, employee, agent or other consultant of the County, or of the State of Florida (including elected and appointed members of the legislative and executive branches of government), or a member of the immediate family or household of any of the aforesaid: i) is interested on behalf of or through the Contractor directly or indirectly in any manner whatsoever in the execution or the performance of this Agreement, or in the services, supplies or work, to which this Agreement relates or in any portion of the revenues; or Page 17 of 52 M -DADS MIAMI-DADE COUNTY FLORIDA EPP-RFP NO. 840 ii) is an employee, agent, advisor, or consultant to the Contractor or to the best of the Contractor's knowledge any subcontractor or supplier to the Contractor. c) Neither the Contractor nor any officer, director, employee, agency, parent, subsidiary, or affiliate of the Contractor shall have an interest which is in conflict with the Contractor's faithful performance of its obligation under this Agreement; provided that the County, in its sole discretion, may consent in writing to such a relationship, provided the Contractor provides the County with a written notice, in ,advance, which identifies all the individuals and entities involved and sets forth in detail the nature of the relationship and why it is in the County's best interest to consent to such relationship. d) The provisions of this Article are supplemental to, not in lieu of, all applicable laws with respect to conflict of interest. In the event there is a difference between the standards applicable under this Agreement and those provided by statute, the stricter standard shall apply. e) In the event Contractor has no prior knowledge of a conflict of interest as set forth above and acquires information which may indicate that there may be an actual or apparent violation of any of the above, Contractor shall promptly bring such information to the attention of the County's Project Manager. Contractor shall thereafter cooperate with the County's review and investigation of such information, and comply with the instructions Contractor receives from the Project Manager in regard to remedying the situation. ARTICLE 29. SEVERABILITY If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the same shall be deemed to be of no effect and deemed stricken from this Agreement. The remaining provisions of the Agreement shall remain in full force and effect. The County's performance and obligation to pay under this Agreement is contingent upon an annual -- appropna on by the Board o oun yommessionefs.--Cancellation will n6f cause any penalty or expense to the County. F-11:4 I Lai v - Neither party hereto shall be responsible for any failure or delay in the performance of any obligation hereunder if such failure or delay is due to a cause beyond the party's control, including, but not limited to acts of God, flood, fire, volcano, war, third -party suppliers, labor disputes or governmental acts. ARTICLE 32. SURVIVAL The parties acknowledge that the respective obligations of the Contractor and the County under this Agreement, which by nature would continue beyond the termination, cancellation or expiration thereof, shall survive termination, cancellation or expiration hereof. ARTICLE 33. PATENT AND COPYRIGHT INDEMNIFICATION a) The Contractor shall not infringe on any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third party proprietary rights in the performance of the Work. b) The Contractor warrants that all Deliverables furnished hereunder, including but not limited to: equipment, programs, documentation, software, analyses, applications, methods, ways, processes, and the like, do not infringe upon or violate any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third party proprietary rights. Page 18 of 52 6fIAlVI! - MOADE MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 c) The Contractor shall be liable and responsible for any and all claims made against the County for infringement of patents, copyrights, service marks, trade secrets or any other third party proprietary rights, by the use or supplying of any programs, documentation, software, analyses, applications, methods, ways, processes, and the like, in the course of performance or completion of, or in any way connected with, the Work, or the County's continued use of the Deliverables furnished hereunder. Accordingly, the Contractor at its own expense, including the payment of attorney's fees, shall indemnify, and hold harmless the County and defend any action brought against the County with respect to any claim, demand, cause of action, debt, or liability. d) In the event any Deliverable or anything provided to the County hereunder, or portion thereof is held to constitute an infringement and its use is or may be enjoined, the Contractor shall have the obligation to, at the County's option to (i) modify, or require that the applicable subcontractor or supplier modify, the alleged infringing item(s) at its own expense, without impairing in any respect the functionality or performance of the item(s), or (ii) procure for the County, at the Contractor's expense, the rights provided under this Agreement to use the item(s). e) The Contractor shall be solely responsible for determining and informing the County whether a prospective supplier or subcontractor is a party to any litigation involving patent or copyright infringement, service mark, trademark, violation, or proprietary rights claims or is subject to any injunction which may prohibit it from providing any Deliverable hereunder. The Contractor shall enter into agreements with all suppliers and subcontractors at the Contractor's own risk. The County may reject any Deliverable that it believes to be the subject of any such litigation or injunction, or if, in the County's judgment, use thereof would delay the Work or be unlawful. Any and all solicitations, proposals, reports, surveys, and other data and data compilations provided or created in connection with this Agreement, are and shall remain property of the County, to the extent permitted by law. In the event of termination of the Agreement, any solicitations, proposals, reports, sufveys ,and-other-data-and-data-compilattorrs-obtained-orprepared-by-the-Contractor-in-connection-with-------------- this Agreement, whether finished or unfinished, shall become the property of the County and shall be delivered by the Contractor to the Contract Administrator within seven (7) days of termination of this Agreement by either party. Any compensation due to the Contractor shall be withheld until all documents and/or data are received as provided herein. Contractor shall not compile, collect, store, or distribute any data obtained pursuant to this Agreement unless expressly authorized herein. The County has the absolute and unrestricted right to convert its data from the format used by the System to any other format. The County shall have the option of receiving its data at any time in XML format, or in another format as may be mutually agreed to by the County and the Contractor. ARTICLE 35. SECURITY Contractor shall implement commercially reasonable measures to protect the security of the County's data and to prohibit unauthorized access to such data, which will include allowing access to the System only through 128 -bit SSL connections. ARTICLE 36. PROJECTS AND SERVICES The parties anticipate that from time to time they will be in contact regarding the County's needs for assistance on clearly defined Projects (Projects") in the areas of business strategy, business integration, business process improvement, training, project management, software programming, systems integration, data processing, software development and other specific activities related to improving the County's use of the Solution, training or personnel to operate the same, creation or modification of Page 19 of 52 MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO, 840 software, and related consulting activities ('Serviceal. Prior to the commencement of Services for any project, the County and the Contractor shall mutually agree upon the terms -- conditions——required to complete— - Statement of '--^` ("SOW) / '~' ~'~~r~~'~ Project that shall define in detail the Services to be performed. After the SOW hos been accepted a .,detailed requirements and detailed design document shall be submitted illustrating the complete financial terms that govern the GOVV. proposed Project staffing, anticipated Project schedule, and other information relevant to the Project. Each SOW executed hereunder shall automatically incorporate the terms and conditions ofthis Agreement. Page 20 of 52 MIAMI. MQAQrE MIAMI-DADE COUNTY, FLORIDA EPP-RF P NO. 840 IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Agreement date set forth below. .; a51 By: )j Name: j)94, Title: 7 CFO Date: _)9— Attest: Corporate Secretary/Notary Signature Corporate Seal/Notary Seal *X STEVEN THOMAS WARR *'�N Notary Public, State of Utah! Commission 4 663151 M M y Commission Expires February 03, 201 B MIAMI-DADE COUNTY lBV:zz_ -Name: Carlos Gimenez Title: Attest: of the Approved as to form kikd legal sufficiency Page 20 of 48 '27 0 -0- ra County Attorney €maty *DAnr. IA I-DADE COUNTY, FLORIDA EPP-RFP NO. 840 Page 22 of 52 M AMI ME MIAMI -BADE COUNTY, FLORIDA EPP-RFP NO. 840 Curing the term of the resultant contract, the Electronic Bidding Solution (Solution) shall be implemented in a phased approach to configure, test, and deploy the Software to operate at optimal performance. The first phase (Phase 1) will include the implementation, configuration, and testing of Contractor's eProcure System (a SAAS solution). Contractor will deliver the System within 150 days after initiation of work. The System will provide the following functionality, interfaces, and services available to the County.- BIDS ounty:BICS Bid Types Sealed Bids The System can carry out sealed bids. All sensitive data for sealed bids is encrypted from the time it leaves the vendor's computer. A secure connection using SSL encrypts the communication from the browser to Contractor's secure web server. Contractor's server certificate is a 128 -bit GloballC provided by VeriSign. This GlobalID uses a technology called server -gated cryptography to ensure the highest level of encryption possible between the browser and the server. Contractor's system then encrypts the data as it leaves the web server and stores it encrypted in the database. We use the highest level of encryption dictated by Federal guidelines — the AES algorithm. Sensitive sealed bid data never travels any network in clear text until bid opening time. Contractor's servers are constantly synchronizing their time with the atomic clock signal. The System will allow the County to modify what is viewable by the vendor for tabulations throughout the bidding process (i.e., current, held, and to be awarded). However, bid specifications will be controlled by the creator of the bid. All information will be made public unless the bid is created as "Private", in which case only the invited vendors will be able to view this information. Only users with the right to open sealed bids are allowed to unlock the sealed bid. Contractor's physical security policies restrict access to Contractor's computer room thus increasing security of sealed bid data. Contractor's servers are housed in a secure facility. There is 24x7x365 monitoring of the computer room, and encrypted daily backups are taken offsite to other secure facilities in case of a disaster at Contractor's main site. Reverse Auction Bids The System will allow the County to carry out reverse auctions. All parameters available for regular solicitations are available for reverse auctions_ BidSync's Reverse auctions are more like an open bid rather than a reverse auction. Any vendor can bid any amount. If a vendor is not able to beat the lowest price bid, unlike other reverse auction systems, the vendor can stili bid and compete for second place. This is a very important feature. The County can award a reverse auction on Contractor's system like a traditional bid, which is not exclusively determined by price. The value of this feature is evident when the lowest bidder does not meet required qualifications or specifications set forth by the County. Reverse Auctions can be automatically extended if a vendor submits a price lower than the current lowest price during the last five minutes of the auction. Page 23 of 52 MIAilA1. [3AL1E MM MIAMI-DADE COUNTY FLORIDA EPP•RFP NO 840 The use and length of extensions can be customized by County users. By default, bids are extended in five-minute increments. The soliciting agency has real-time access to the bid activity. The soliciting agency has real-time access to an online graph of the bid prices. Identity of all bidders is hidden until awarding takes place. Customizable Bid Parameters The System supports multiple bid types, such as RFP, RFQ, RFI, RFB, etc. Each of these parameters can be customized by County users regarding the use of sealed bidding, newspaper advertisements, pre - bidding period length, etc. Bids must be released for a minimum on one hour.. if the bid is short, vendors are immediately notified of quick quote requests and encouraged to respond promptly. Quick quotes can be handled as reverse auctions with a very short bidding period, or as regular sealed bids. Contractor's Public, Private and Regional Bids Public bids are also known as open market bids. Private bids are also known as restrictive competitive bids. The system allows for both types of bids. Contractor's for private bids, only the vendors chosen by the County are allowed to see and participate on the bid. The System will also allows the County to create regional bids. A regional bid favors vendors located within a given geographical area. The area is defined based on miles around a zip code. Regional bids behave like public bids in that all vendors are allowed to participate. However, notification is sent to only qualifying vendors. Vendors outside of the region are clearly warned that they may not qualify when they participate in the bid. Any bid can be made public, regional, or private. Lot and Spreadsheet Bids The System allows bids to be created with multiple items per lot and multiple lots per bid. The System allows bids to be created in a spreadsheet format. A spreadsheet allows a set of items to have multiple criteria for bidding_ This is particularly useful on certain construction'contracts. For advanced users, the System allows bids to be created with multiple lots and multiple spreadsheets. Vendors are able to respond easily to complex bids because the system is able to present all bids in a simple and standard way. Any bid can be created with lots and spreadsheets. Notification -Only Bids Vendors are notified of the bid but are unable to enter their responses online. Pre -Bidding Period Bids can have a pre -bidding period defined. During the pre -bidding period, the bid becomes public and thus accessible to vendors, but bidding is not yet allowed. During the pre -bidding period, vendors can review all of the bid information and can submit any questions they may have (see Questions and Answers section below). Page 24 of 52 MI AM I-flAnDE ME MIAMI-DADE COUNTY FLORIDA EPP-RFP NO 040 Bid Number The County can define the bid numbers used on bids. The County can also define a format to use for bid numbers and the system will automatically assign a number created using the given format. The format is very flexible and can accommodate any requirement of the County's requirements. Suggested Vendors For Bids The System provides a powerful tool during the bid creation process to suggest vendors that may be interested in the solicitation. The vendors suggested are based on the bid classifications and geographical region. The County will be able to continue to select vendors from whom solicitations will be sought. This suggested vendors" feature is intended to supplement the County's list in cases where the County desires to expand or increase the list of vendors. Multiple Pricing Types On some bids, the County may be interested only in the total price for a set of items since vendors will be awarded all or none of the bid. On other bids, the County may be interested on pricing for each individual item independently since vendors might be awarded part of the bid. The System allows for both types of bids to be created. Items can be marked as percent responses from vendors (for example, a bid requesting percent discount from a catalog price). For reverse auctions, percent bids extend when the percent increases. Items can also be marked as NOT requiring a price response from the vendor at all. Any bid can leverage the available pricing options. Bid Attachments The System allows the agencies to upload attachments (i.e., Word docs, CAD files, spreadsheet files, PDF files, etc.). There is no limit to the number of attachments the County or its suppliers may upload for a given bid. All attachments are automatically scanned using a virus scanner, All attachments are automatically converted to PDF format to facilitate and enhance vendor participation. The original and PDF versions are always available. Changes and Addendums All bids can be amended and all participating vendors will be notified by email and/or fax of the changes. All the changes are also clearly displayed on the bid. A comprehensive audit trail is kept for all changes made to a bid before and after it is released - Temporary Work Area for Bids When a bid is created, it is not automatically released to the public. The bid is placed in a work area that belongs to the County. Contractor refers to this work area as the Held area. Held bids are not visible to the public and can be edited or deleted at any time by the County. The Held area allows the County to work on complex bids at their own schedule without worrying about vendors seeing the bid. Any information can be edited while the bid is held. The Held area would allow the County to set up a review process for all bids that get released. Thus, the bid must be reviewed before being released to the public. If desired, the County may choose to delegate bid creation to their departments while still maintaining control within at the Purchasing Office. Import of Bids from External Systems Bids can be created or modified from Excel spreadsheets. Page 25 of 52 M04ADE MIAMI-DADE COUNTY, FLORIDA EPP,'RFP NO. 840' Questions and Answers Each bid has aquestion and answer section. The question and answer section provides eway for the County to effectively manage and log supplier questions, and associated County responses. Each vendor has the ability toask any question cfthe County. The question may be related to the bid as awhole orrelated toaparticular item onthe bid. ` The County will receive notifications when they have new questions to answer, and they can clearly see online when anew question needs tobeanswered. Each question can have multiple answers. Questions can only be created before the bids ends. However, the County and vendors can view every question and answer even after the bid ends. The system puts a date and time stamp as to when the question was asked and when it was answered, When the County posts an answer toa question, vendors who have expressed an interest in the bid will automatically benotified. Online Pre -Bid Conference The County will have the ability to conduct online pre-bid conferences through the System. Minutes and transcripts are automatically made available to the County and the vendor after the conference iocomplete. The County can mark the conference for required attendance. Vendors and buyers receive an automatic email reminder 24 hours prior to the conference. Advertise Bids The System will allow the County to notify newspapers or any advertiser of upcoming bids. The notification can bmdone via fax nremail. ny-tin4,-`§e4ist-of -newspapers-to-be- -notified. The County can enter an optional paragraph that will besent hothe newspapers when a new bid comes out - Bid PDF Document The System can onaoha a single PDF document that contains all information for the bid. This includes all documents, attachments, and line items. Retraction |fcircumstances warrant it, the County may retract a currently running bid. All vendors who were chosen, orall who have bid, will benotified ofthe retraction. Retracted bids cannot baawarded. Awarding Awarding and pre -awarding are both privileges and can thus be restricted hzspecific users. The System will provide the County[he ability to award solicitations to vendors onUne, and manage notifications related tothe award (e.g. notify winning vendor only, notify all responding vendors, etc.). Pre -award Review When ebid onda, it is placed in a section called "To Be Awarded". VVhi}o in this section, the County may review the bid responses and ppe7ae|octthe winning vendor orvendors. The County may keep bids in the "To Be Awarded" section as long as necessary. Page 26 of 52 MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 Vendor selection can be changed any number of times. The System always saves the most recent selection. During the review period all of the vendor prices, attachments, ��and responses to online forms are easily accessible. The selection process allows for partial awarding ufthe bid. Pre -award review is u privilege separate from eotue/ awarding. The County may delegate the ability to pre -award o bid to their dapartmends, while otU| maintaining control of the actual awarding process at a central location. This has been particularly useful inconstruction bids. / The tabulation screens will display vendors that partially bid on items as well as vendors who submitted e No -Bid response. Opening of Sealed Bids Sem/ed bids remain encrypted in the System until an authorized soliciting County user takes explicit steps toopen the bid. Only users with specific privileges are allowed to decrypt sealed bids. Sealed bids cannot bedecrypted until the due date expires, If requested, the System will automatically notify vendors when the bid in decrypted. Vendors may also check the System todetermine ifabid has been decrypted. Visibility ofResponse Data The Contractor recognizes that the County, and sometimes each bid, may have different rules for o||mxing information to be displayed during and after the awarding process. Thensfore, each bid can be customized toshow orblock certain information from vendors and County users. The County can change how vendors view the following data: �, Prices > Vendor attachments > Winning vendor > Participating vendors The County can choose to hide pricing information from abid during thepre-awardiogperiod. In other wondo, although vendors enter pricing information, that information ishidden until a user with the correct privileges requests to display the prices. Price hiding has been used by several agencies to enforce a pre -selection ofvendors based nnnon-price issues. Vendor Diversity Goals Vendor Diversity Qualifications are displayed on the awarding ncreenu, thus aiding agencies in meeting established goals - The system nacords, remembern, and displays the qualifications held byeach vendor otthe exact time the bid ended. This is an example of the many audit trails available within the system. Tabulation Reports, Packets and Printing Services Several online tabulation reports are available to the County during the award process. The County can generate a single PDF report containing all vendor moponuon (including all vendor attachments) fora particular bid. This PDF file is referred to as the tabulation packet. This has proven to be an extremely valuable tool for agencies that want individual departments to review the responses. Buyers can generate the PDF tabulation packet and send an email through the System to internal users sothey can download the PDF and review the data. Page 27 of 52 MM - MDAGE sm MIAMI-DADE COUNTY, FLORIDA EPP-RF-P..N.O. 840 Excel Tabulation, Tabulation Reports, Line Item Tabulations, and Electronic Tabulations are all available unthe System, Manual Data Entry uf Paper Bids before award Although vendors are expected to respond electronically, The Contractor recognizes that some agencies may still want to allow paper responses in special cases. The System provides agencies with the ability to manually enter paper responses into the system before bid tabulation and awarding. Awarding the Bid Once the County has completed reviewing abid and making their desired vendor selection, the County may proceed toaward the bid� Awarding a bid means that either contracts orpurchase requisitions will be created for the selected vendors. Vendors will be notified that the bid was awarded and told whether mnot they were selected. The County is not always required to award bids to the vendor with the lowest price The Contractor understands that oftentimes criteria other than price factor into the awarding process. The System thus allows the County the flexibility ofusing multiple. criteria toaward the bid toany single ormultiple vendors. Cancel Award The County may choose todelete m particular bid after hexpires. Closed bids are not required tobe awarded. All participating vendors will benotified that the bid was cancelled and/or not awarded. Bid Library All bids hxthe system are part cfalibrary that the County can use hacreate new bids. Atany point in the lifetime of a bid (held.public, pm -award, history).that bid can be used as a template to create new bids. The original data ispreserved intact, including attachments and documents. Furthermore, all expired bids -from other agencies that have been made public can be used as templates- byanygherCountyunem*ithintheSydem. Again, the original bid inpreserved intact. Co-op Capability 8yusing cooperative purchasing practices, agencies throughout the country have experienced increased vendor participation and lower prices. The County shall have the ability, if desired, to conduct and participate in cooperative purchasing events via the System. Co-ops allow agencies to share, discuss, and pool resources for bids and contract negotiations. Cooperative Bids Any authorized user within the co-op may choose hn enable co-op participation on any bid they create. Enabling co-op participation allows other agencies in the co-op to increment the quantities for items in the bid and specify delivery, locations for their items. Vendors are able tosee the breakdown ofmultiple delivery locations and quantities for a given bid, although they respond hzthe total quantities. The originating agency owns and controls the bid pruouaa, deciding when the bid is reloaaed, when it endo, and when and how it is oeanJ*d. Tabulation reports for the originating agency display only their own quantities, although the co-op quantities are always accessible. Co-op participation takes place while ubid is in the Held area. Page 28 of 52 WWI - DADE MIAMI-DADE COUNTY FLORIDA EPP-RPP NO. 840 Co-op members can find out about bids in multiple ways: 9 Using the System, the originating agency can notify all co-op members that a co-op bid is available; an email is sent to the co-op members. ➢ The System contains a calendar of events for the co-op. The calendar displays any event agencies decide to create, plus it automatically lists co-op bids and their tentative release date. Each cooperative bid contains a message board that agencies can use to discuss the bid and exchange specifications or ideas. The Bid Library capability is enhanced to include all members of a co-op. In other words, a co-op agency may view and copy any bid created by another co-op member regardless of the status of the bid. For agencies outside of the co-op, only bids in history are available. Accessing co-op resources can be restricted to certain users within the County. Document Manager The System shall provide the County a document manager at their disposal as part of the System. The document manager allows the County to maintain a set of documents that are often used in solicitations. The County may create and upload any document or form, and then attach those documents or forms to any bid_ Vendors will be asked to review, complete, and agree to the documents selected before they bid. A powerful archival feature remembers vendor responses to forms at the exact time a bid closes. A form or document can be made mandatory in which case vendors are required to accept the document before bidding can take place. Vendors can be required to accept the documents for each bid, or agencies can -choose to make the answers provided by a vendor valid for a year. The system remembers from bid to bid the vendor's information. Vendors greatly appreciate not having to re-enter the information on every bid. The two most common uses of the document manager have been: A Bid Specifications or Compliance Forms: Vendors can enter bid specific information online and the responses will be available during the awarding process. This streamlines the awarding process significantly. 9 General Terms and Conditions: Gathering and storing information from vendors regarding compliance with agency requirements has traditionally been a tedious and paper intensive process. Using the document manager for managing compliance with terms allows the County to minimize paper-based forms and processes associated with terms and conditions. VENDOR BID RESPONSE Public Site The System provides a public site where anyone can browse, search, and view the County's open bids. This provides universal access to bids. The public site allows viewing of bids by region, agency, or classification. The public site also provides a powerful search tool for more detailed searching. Attachments and Notes The System allows the vendors to upload attachments (i -e., Word docs, CAD files, spreadsheet files, PDF files, etc.) with a bid response. There is no limit to the number of attachments a vendor may upload for a given bid response or the size of the attachments. All attachments are automatically scanned using a virus scanner. Page 29 of 52 -MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 All attachments are automatically converted toPDF format to facilitate the review of response by the agency. The original and PDF versions are always available. Vendors can also use a notes field to further explain or qualify each response, Responses Vendors can edit their responses atany time during the bidding period. Vendors can submit an unlimited number mfalternate responses for any dem in the bid. provided the County permits submission ofsuch alternates. Vendors have the option tu place a No -,Bid response for any bid. The no -bid response contains anotes area where the vendors are able ho explain the reason for not bidding. Using the system hoenter a no -bid response allows for improved tabulation and reports for the County. Questions on a bid can be communicated to the County via the System on s bid -by -bid basis. These questions can also be answered bythe County through the System. All questions and answers remain on the System for documentation and better communication between vendor and County. Notifications toVendors Vendors chosen bythe County to participate inobid are immediately notified when the bid is released to the public. The System provides multiple ways for vendors to find bids: > Vendors can view mpublic website for opportunities. � Vendors can sign up to be notified of solicitations matching their region and classification > Vendors will be notified when they are specifically chosen by the County to participate in a bid. ' Vendors can choose what notifications they Want to receive. Notifications related to bids are: > Invitation hoBid > Matching Bids Available )> Bid Retracted > Bid Decrypted > Bid Awarded (whether selected ornot) > Confirmation email when aresponse ixsubmitted for abid Vendors can select hubenotified via email. Vendors have free ongoing aooeam to Contractor's support nbsff during normal business hours, Our Contractor's support team will guide vendors, ofany size and all degrees ofexpertise through the bidding process. Our Contractor's absff is trained to respond to all questions regarding the System and clearly understands that the County must answer bid related questions. I ' Page 80of 52 M®r= MIAMI-DADE COUNTY, FLORIDA EP -RFP NO $40 REPORTS Web Reports The following reports are provided as web screens (HTML) that display information regarding a certain feature within the System. Web reports are located in the section that applies. For example, the contract list for a vendor is located in the vendor administration area next to each vendor. The following web reports are available: All bids ended or awarded during the previous month Bidding analysis Bid recap Ad Floc Online Reports The System contains a reporting tool that is easy to use, yet flexible enough to generate several different types of reports. The reports are generated as PDF documents that agencies can download and print. The reports are built by entering the filtering criteria and then checking the desired columns from a list. County users do not need to understand how the data is stored in the database or remember complicated field names. Building a report is as simple as using a search tool. Custom Reports Contractor understands that the County may have different reporting needs. As such, we are prepared to create the reports or provide a specialized reporting tool so the County can generate their own reports at no additional cost. _ _. ...These reports can_be.PDF, downloadable data files, or web screens (HTML). Vendor File Management Vendor Management is a privilege and can thus be restricted to only certain users. Contractor will work with the County to define specific County personnel who will be granted Vendor Management privileges. Universal Vendor File All vendors in the Solution are shared by all agencies thus creating a Universal Vendor File. The County can select any vendor from the Universal Vendor File at any time. County Vendor File During Phase I, Contractor will import the County's existing vendors/suppliers into the System. This will be done via a flat file export from the County's existing Bid Tracking System. (BTS). These imported suppliers will be marked as "agency suppliers". The County will have the ability to communicate bid events to agency suppliers and other relevant suppliers (e.g. those suppliers whose commodity code preferences match the County's needs). The County may also limit exposure to procurement events to "agency suppliers" only and the County will have the option to communicate procurement events. The County will have the ability to export "agency suppliers" from the System. Contractor will also create interfaces to synchronize BTS with the System to accommodate new suppliers and changes to existing supplier profiles as described in the Interfaces & Legacy Solution Integration section below. . Supplemental Vendors The County may add supplemental vendors using the "Quick -Add" Vendor functionality. Minimal information is required to add a supplemental vendor. Page 31 of 52 MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 Vendor Rating Visible Only hmAgencies The County may rate vendors mnascale of1toSonthe following criteria: };, Shipping > Customer Support > Quality cfGoods/Services � Value (Price vs. Quality) The County may view the national average and number of votes for each criterion. The County may also odd rating comments on ovendoc The rating comments are visible ioall other agencies inthe system. Online Registration Registration within the System isgratis toall vendors. Once ovendor is registered and Contractor's vendor support team has verified their information, the vendor has immediate access tothe County's bidding events. Block Vendors from Participating in Bids The County has the ability to block any vendor from participating onany oftheir future bids. The reason given for blocking will be communicated to the vendor when they attempt to respond to a bid. Easy toAccess Vendor Information The vendor file is accessed through a search tool that provides the following search criteria: > Agency vendor file, orUniversal vendor file > Vendor company name > Vendor codes —each agency's unique code for avendnr > DUNS number > Vendor classifications > Vendor regions � Located Xmiles from agiven ZIP code > Diversity Vendor Qualifications ' Vendor information is always available. Anytime the vendor name is displayed in the System it is always link hothe vendor information. Vendor Self -Administration Vendors maintain their own information via an online administration tool within the System. The kmi allows the vendor to easily update their users' and company information, such as addresses, contact information, commodity codes, regions served, diversity qualifications, etc. Agency Maintained Information The County can choose tomaintain its own list ofcontacts for the vendo� The County can choose to create notes for its own use regarding the vendor, These mdeo are separate from the rating comments- The vendor notes are only visible tuthe County. The rating comments are visible toall agencies. Vendor Diversity Goals The County has the ability to select or create the qualifications that are important to them. Page 32 of 52 M AMI- D,AOE MIAMI-DADE COUNTY FLORIDA EPP®RFP NO. 840 All agencies in the same region can share qualification descriptions. Qualifications can contain required or optional fields that vendors must fill out. For example, in a particular state, the HUB qualification requires a HUB registration number. Vendors do not have to fill out qualification information for each agency individually. The System is programmed so that when a vendor enters a certain qualification, that response is available to all agencies. Vendor diversity qualifications are always accessible with the vendor's information. The qualifications are also prominently displayed within the System during bid awarding. The System provides a powerful audit trail so that you can view at any time in the future what qualifications existed for a given vendor at the time a bid ends. Agency Self -Administration Tool Agency Administration is a privilege and can thus be restricted to only certain users. Users Allows adding new users. Allows editing existing users. Access only the users associated with your agency. Grant or revoke a user's privileges. The System automatically adjusts what users see on their screen based on the privileges a user has. An audit trail is maintained of when users were given certain privileges and when those privileges were revoked. Create new users by copying existing users. Each user can be used as a template to create new users. Address Manager The County will have the ability to maintain a list of all shipping locations. .._.__ Vendor DiversityLQuallfication Definition Contractor will provide the following capabilities related to Vendor Diversity Qualifications within the System: • The County will have the ability to select or create appropriate qualifications and vendor diversity categories. ® The County may utilize qualification descriptions already in use by other BidSync clients within the State of Florida (e.g. qualifications created by the City of Fort Lauderdale) • Qualifications can contain required or optional fields that vendors must fill out. For example, a HUB qualification requires a HUB registration number. • Vendors do not have to fill out qualification information for each agency individually. The System is programmed so that when a vendor enters a certain qualification, that response is available to all agencies. • Vendor diversity qualifications are always accessible with the vendor's information. The qualifications are also prominently displayed during bid awarding. • The System provides a powerful audit trail so that the County may view the qualifications that existed for a given vendor at the time a bid ends. • Vendor diversity categories and actions are managed via the administration tab within the System. Monthly Data Extract The County will receive a monthly data dump available for download. Page 33 of 52 MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 � The data dump includes: ` > All bids ended cxawarded during the previous month. The data dump is completely self-contained and only requires a web browser for viewing. The infon-nation is displayed in the same format as the live site, thus requiring no additional training or involvement from the agency's technical staff. The data dump satisfies a requirement that many agencies have for hard copy (printed after the 'download) ofthe procurement activity. All information associated with each item is also stored within the System for future retrieval. The bridge uses encrypted XKAL internal to provide integration aemioma. If the County deo/reu, it can be insulated from the XMIL exchange through a translator that will be provided by Contractor, if necessary. INFRASTRUCTURE Auditing The System will support the following auditing capabilities and functions: � Storage of information: All information is kept within the system fora minimum of seven (7) years. Information stored within the system includes: o Solicitation and award information including documentation provided by all parties o User and supplier activity |ogn, including time/date when activities were performed (e.g. date/time when suppliers viewed documents and placed offers) o Supplier questions and County answers o Solicitation amendments and changes o County user profiles, including changes in, user privileges o Supplier profiles ----- o Approvuo(datemtimes/uoers) � Reporting & Export Tools o Ad-hoc reporting; enables County users bucreate custom reports 0 Static reports u Ability hoexport data hnthe System toxfs.cav or.pdfhonnats o Monthly CID Archive ' hyperlink to the CD image available 1oCounty users within the System Contractor will work with the County during Phase | to identify specific auditing requirements and will ensure that the System isconfigured toachieve those requirements. The System is provided entirely auuSaaSsolution. There isnothird party software (with the exception of � on/meme1browser and computer operating system) required touse the System, ` All upgrades and enhancements to the System are provided to the agencies and vendorsfree ofcharge. Only an Internet -enabled computer and a web browser are required to access the Solution. ! Page 34 of 52 ` ' � -MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 The System is a real-time bidding and purchasing sdubon, created using multi -tiered software architecture with built-in redundancy and fail -over capabilities. The System runs on on Oracle database and employs Unix servers. The System is housed in a secure facility and is available 24 hours o day, 7 days a week. Contractor strives for uptime ofQA.&Q96. although measured uptime for the last year (excluding scheduled downtime for maintenance) was 99.97%. All upgrades are scheduled tominimize impact onthe County. Web Accessibility Standards Contractor strives to maintain the standards of the Web Accessibility Initiative created by the World Wide Web Consortium. These requirements include areas such as: � Providing a text equivalent for every non -text element (e.g.. via ^a|t^. ^|ongdeau^, or in element content). > Organizing documents so they maybe read without style sheets. For example, when an HTML document is rendered without associated style sheets, it must still be possible to read the document. > Using the clearest and simplest language appropriate for a site's content. NIGP CLASSIFICATIONS The System uses the NIGP Commodity Code Classification for all bids, vendor registration, and keyword searches. The code is updated regularly and will be available for use by the County. CONFIGURATIONS The System will beconfigured tomeet the needs. of the County. — Contractor shall provide training for County users. System training shall be performed byContractors support team. The County shall be provided with a non-commercial presence (e.g. no advertisements or external content) within the System. The System shall beconfigured hxreflect appropriate County terms, procurement praubcen, and nomenclature, and the County's logo shall be prominently displayed within the System. Specific configurations performed by the Contractor shall be mutually agreed upon with the County and defined inthe Phase | Statement ofWork. CUSTOMER SUPPORT Contractor's dedicated customer support staff is available via phone fax, amai|, and web help Monday through Friday from 8:0Oa.m.to8:OOp.m.ET. The Contractor has designated the following individual as the County's designated support contact: Contact: Katie Smith Direct Phone (8O1)785 -S245 Ext. 491 Email: ksmith@bidsync.com Page 35 of 52 �tl�3ull»a� IA I•DADE COUNTY, FLORIDA EPP-RFP NO. 840 After business hours, emergency support is available via the following methods: ® Telephone: (300) 990-9339 Option 42 • Web: www.agenpysupportp_bidsync.com County users also have access to Contractor's Customer Solutions Portal that provides FAQs, knowledge base content and contact channels to well-trained and dedicated support staff. The Customer Solutions Portal can be accessed off Contractor's website: www.bidsync.com (My Account link). Members of Contractor's support staff member have in-depth knowledge on the System. The System portal also contains documents and videos that assist agency users in staying informed on product features and functionality. Users may request training at any time via Contractor's support team. At the County's request, Contractor may also conduct periodic training or "refresher" courses via scheduled webinars, lunch -and -learns, or user group meetings. TRAINING Training for the Solution shall ensure that County users are prepared to use and/or manage, the County's bidding, purchasing, and reporting functions within the System. Training shall be provided on two tracks: Track 1: Admin / Power User Training Initially, training will be provided by Contractor to a subset of County users who will hold administrative or "power user" privileges. This subset will receive formal training from Contractor, via the web, in the use and administration of the System. The power users will then be prepared to train other County users on the day-to-day use of the system. County users will need a laptop or desktop computer, an internet connection, a web browser, and basic computer/internet skills to complete the training. Track 1 Objectives & Course Outline: • Create a bid • Monitor bid activity • Award bids • Review department information online • Send automatic notifications to vendors • Share tabulation results quickly ® Create and track requisitions and purchase orders Course Outline • Introduction • Discuss Department Deeds & Goals • End User Lists & Permissions • Review Standard Documents • Establish Requisition & Purchase Order Work flows • Create deeded Qualifications/Certifications Page 36 of 52 MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 -Administration: Tools ^ Search: Using the system ooa spec library _ ^ Bids: Creating aBid ~ Bids: Releasing aBid ^ Bids: Current • Bids: Tabulations ~ Bids: Awarding ~ Creating aRequisition ~ Creating aPurchase Order Contractor shall also provide web -based training hothe County's six (6)departmental purchasing teams. . County users will need a laptop or desktop computer, an internet connection, a web. browser, and basic compdarlintemetskills hocomplete the training. Objectives ~ Monitor bid activity ^ Create abid ^ Send automatic notifications to vendors • Share tabulation results quickly - Award bids ~C/nateltnaukrequisitions and purchase orders ~/ntroduodon ~Oeomh Using the system osaspec library ^ Bids: Creating aBid • Bids: Releasing a Bid - Bids: Current Bids.- Tabulations Bids.- Awarding ~Creating aRequisition ^Creating aPurchase Order The training schedule the two tracks will badefined in the Statement ofWork. At the end of the coume(s), users will have a robust understanding of solicitation development, data entry, evaluation pnocodunam, queryng, repmtinQ, and administrative functions- After the initial training, ongoing support will be provided.to County users via the Contractor's support staff. Page 37 of 52 �1=2MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 In addition, all System training content and material isavailable within Contractors customer solutions porte, accessible sdany time within the System by clicking on the ^Halp''tab on the upper right-hand corner of the screen - Training events can also be conducted inperson should the County prefer onsite training (at additional INTERFACES & LEGACY SOLUTION INTEGRATION The following interfaces will be developed in Phase 1: Commodity code alignment Mapping that will be used in other integrationstoprupedyo|ign the commodity codes (W|GP)on vendor and bid information. Vendor Data Transfer Importing vendors from the County's current legacy Solution into the Bid8ynu Solution, Any vendor information / commodity codes will be mapped to the NIGP version used within the BidSyncp|atform In addition, the County will provide a daily extract of new vendors (or changed vendor information) for ingestion within the Bid8ynoSolution. PA/BTS Web Service _ Exporting of bid information from the DidSync p|adbnn to the County's existing PA/BTS applications via n standard SOAP interface. This will be o "pull" service from the Bid8ynu Solution to the BTG application. BidSynowiU be responsible for developing the web service; making bid information available. The County will be responsible for the BTS side of the PHASE ||- Additional Interfaces (OptionaA: With the second and final phase of the project (Phase |U. Contractor will work with the County to define and develop the following integrations: ° BTS -Requisition Information Exchange • Single Sign -on During this Phone U if the County desires the above optional inbadaoea. the Contractor and County will conduct a formal discovery exercise to define the additional interface requirements. These requirements, including costs, a timeline for integration development and integration -related Deliverables will be defined |nwriting and attached tuthis Agreement aaAppendix F. Page 38 of 52 �Ef � i3,�{?E MIAMI-DADMIAMI-DADE COUNTY FLORIDA P -RFP NO. 840 A Page 39 of 52 MAdmi-ODADE am MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 APPENDIX B - PAYMENT SCHEDULE ATPUM—IM 'p: (Recurring) Fees) Ewe nW.U.6 ;Pgr FV� asm . . . . . . . BidSync eProcure Sourcing Module Annual $75,000 Subscription Fee BidSync eProcure Sourcing Module Annual 40% - Invoiced upon $30,000 Subscription Fee Contract execution BidSync eProcure Sourcing Module Annual 30% - Invoiced upon Subscription Fee System Testing and $22,500 Configuration BidSync eProcure Sourcing Module Annual 30% - Invoiced upon Final Subscription Fee System Acceptance and $22,500 ------------ Testing . ........ .. ............ .... . ...... ... .... ...... ....... ....... .... . ...... sofhtr.w-areA ntegra t1b_6;ah Interface -p..i..ase ....... ce eye, opmenA (1) Commodity Code Alignment Invoiced upon final $7,500 acceptance and testing by the County .. .............. ....... (2) Vendor Data Transfer Invoiced upon final $12,500 acceptance and testing by . .... .... .. .... ........ ........ ... . the County ..... . ...... .... . ...................... .. .. ..... ................. I'll... . ......... .. ... .. .. .... .... (3) PA/BTS Web Service Invoiced upon final acceptance and testing by $7,500 the County Year I — Software Escrow Fees Payable upon deposit of $1,100 software to Escrow Provider Page 40 of 52 WAMI - DADE MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 (B.) OPTIONAL YEARS TO RENEW FEE SCHEDULE Throughout the term of the contract and any extensions thereof, should the County wish to purchase additional maintenance and support services the following prices shall prevail: Page 41 of 52 K4 � R �r JUUWUKM` Year 2 - Annual Subscription Fee, Hosting, Maintenance and Support Fees $75,000 Year 2 — Software Escrow Fees $1,100 Year 3 - Annual Subscription Fee, Hosting, Maintenance and Support Fees $75,000 Year 3 — Software Escrow Fees $1,150 Year 4 - Annual Subscription Fee, Hosting, Maintenance and Support Fees $75,000 Year 4 — Software Escrow Fees $1,150 Year 5 - Annual Subscription Fee, Hosting, Maintenance and Support Fees $75,000 Year 5 — Software Escrow Fees $1,200 1XI; I ROM (B.) OPTIONAL YEARS TO RENEW FEE SCHEDULE Throughout the term of the contract and any extensions thereof, should the County wish to purchase additional maintenance and support services the following prices shall prevail: Page 41 of 52 MUM-00ADE Un MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 (i) Phase H Optional Interfaces: Should the County wish to implement the optional interfaces outlined within Phase 11, services shall be performed at the rates shown below (Professional Service Fee Schedule): Prior to initiating work on these optional items, the County and Contractor will define the work effort via an addendum to the Statement of Work. (ii) Professional Service Fee Schedule During the term of the resultant contract, should the County wish to employ the Contractor for projects or services outside the scope of the services, all work performed will be billed on a time and materials basis as defined in the below rate schedule: dditiona[,Software-F-unctionalit-V I -Modules During the term of the resultant contract, should the County wish to purchase additional software functionality or modules from the Contractor the following rates, subject to negotiation, shall apply as defined below: BidSync Procure Pointe, procure -to -pay module (catalog/punch out, online shopping, requisitions, purchase orders, invoices, and inventory management. Annual Subscription fee for up to sixty users $189,469 plus implementation. Integrations with third party software are at additional cost. Per the RFP, County has the discounted price of $20,000 for the annual subscription for up to ten users and additional user subscriptions in blocks. of 50 for $25,000 available through January 31, 2013. BidSync Contract, contract lifecycle management module. Annual subscription fee for unlimited users $150,000. Per the RFP, County has the discounted, price of $110,000 for the annual subscription for unlimited users available through January 31, 2013. Implementation and integrations are at additional cost. Page 42 of 52 Ut V R!"1�'�"�E�-'!U-F. T Programmer $175 Per Hour Junior Programmer - -------- - $ 150 Per Hour Project Manager $ 125 Per Hour Trainer $ 100 Per Hour System Administrator $ 175 Per Hour Database Administrator $ 175 Per Hour dditiona[,Software-F-unctionalit-V I -Modules During the term of the resultant contract, should the County wish to purchase additional software functionality or modules from the Contractor the following rates, subject to negotiation, shall apply as defined below: BidSync Procure Pointe, procure -to -pay module (catalog/punch out, online shopping, requisitions, purchase orders, invoices, and inventory management. Annual Subscription fee for up to sixty users $189,469 plus implementation. Integrations with third party software are at additional cost. Per the RFP, County has the discounted price of $20,000 for the annual subscription for up to ten users and additional user subscriptions in blocks. of 50 for $25,000 available through January 31, 2013. BidSync Contract, contract lifecycle management module. Annual subscription fee for unlimited users $150,000. Per the RFP, County has the discounted, price of $110,000 for the annual subscription for unlimited users available through January 31, 2013. Implementation and integrations are at additional cost. Page 42 of 52 MIAMI ®rmsr)em MIAMI-DADE COUNT FLORIDA PP -RFP NO840 Page 43 of 52 I &AfAMI - DAD MIAMI-DADE COUNTY FLORIDA PP -RFP NO. 840 APPENDIX C - PROJECT TIMELINE The below project timeline illustrates the proposed project timeline and deployment strategy, bringing the BidSync eProcure Sourcing Module into production. The project will consist of two (2) distinct phases: Phase I: eProcure Implementation & Integrations Start Date: 1/14/2013 Completion Date: 6/13/2013 Phase 11: Optional Integrations Start Date: 9/912013 (Est. - if necessary) Completion Date: TBD Phase I will deliver System functionality to County users, and Phase II will provide optional integrations between the System and the Countv's legacv applications. Actual dates of the timeline will be discussed and approved by mutual consent. Further discussions between the County and the Contractor may cause this schedule to be modified to ensure there is agreement on which approach provides the best solution to meet the objectives set forth in the Scope of Services. Further discussions will be conducted between the County and the Contractor to finalize the final design documents and adjust the timeline accordingly to reach agreement on the approach that provides the best solution to the County - Page 44 of 52 ?icme Dur. Ha Sts& Complatiti Daae C`atc 7 2003 02 02 04 01 1 Plwxe • ePrncwc 105 1114/13 61231£3 E 1 _ - _ 1 i - - 1 _ Wti tian phase 6daya 1IIILL ?,12113 Fast Award A.t,idas 5 day-- 111483 1119f13 4 Cw:trsc sgned l dayx IJ21713 1-1123 1 5 Agency iegut<aCort 5 days 1114113 id18f13 S Rssl-G-cap-smen_ 5 days `!14113 1118413 7 Cammun4eaeian Manag--t Plen 2 day: luwn 3(15113 i ! a Change Mnnagmsm Plan 3 days Lj14F13 :J161,13 i 1 5 Plan++ing Pha.a 15 ecus 1(22.43 2(27{33 10 Amnsa>rwrsnt Program 2days 1/22413 1931,13 31 Card— HUN—Prncasx Raiusw 34ays 30413 1(28123 12 Cn Canssptual Mads! I 1121113 2NM i3 freparc Hu.irtsv^^T ^(orrnamn 5¢amgp 1.6 215113 2(1113 14 r—m;_ Pt— - 2a dnys 2(12(13 3r Ulla 15 Prax4rement-cParcure 2a i— 2(12713 3123113 16 GotilnrFamplats Qem Sdayr 2112173 266813 IT CampletcCan$gu d.. 18 I_P=Vandara. 2w1c 375]7-3 3W73 17 deyz 2f12113 3X113 79 nFrocuraT.ving lwlc 31583 'aFllll3 20 Adrnin Training 1 day. 3ISR3 315123 it 2 PriwarTts<r Training I days 316)I3 316113 +I, 22 End uxa Traininq Gr;�p 1-2 1 de-ys 3(7113 3)3713 23 end U. Trainiag fzmap 3-4 1 dnys 31883 318113 24 End Uscr'f_W.g Group 5.5 1 dny. 211183 311113 25 PFase 3,—Intcgratiaru 105 2I14R3 6123113 26 l-9-9-3- dapth Dnac>w.ry and Design 2 days 2114112 1ASaa 27 war Ladec -swalk 30 days 211583 1126(23 28 9T5 & PQ - 3.t dace fur awarsad Lida 40 dans 3913 472:6113 25 aT5&PA, - Vsnion 4nfornt alien 6zchanga w—f— 50:aus 2t8f13 5113113 30 Phass2-tnaeg_dn 30 days 5(9(13 10F38.i13 j 31 Single Sign Qn fQpcional sad exema:cl 30 day: 5!913 20128123 i 32 HTS -VL.,r d—(Opti one! and Esximacs3 20deys 50112 10(4(13 33 Dcpbymnns 92 day- 6p14113 IaRi£3 32 Ga Uf Fe ase l - e'rvr_u ` der e(IQl13 Gl: _ '> 35 Do Lt Phase 2 - I—q-ti:r.: i dajr_ 1012211 %0!21,>3 36 Maintnia Phase lda 6113,13 ej17f13 3T 'r—ican m Support 1 days 613713 6(17(13 4rojecr Y.I�rm>Wde NIOF_ L •al P.�e 3 Actual dates of the timeline will be discussed and approved by mutual consent. Further discussions between the County and the Contractor may cause this schedule to be modified to ensure there is agreement on which approach provides the best solution to meet the objectives set forth in the Scope of Services. Further discussions will be conducted between the County and the Contractor to finalize the final design documents and adjust the timeline accordingly to reach agreement on the approach that provides the best solution to the County - Page 44 of 52 WWI - DADE MIAMI-DADE COUNTY FLORIDA E P• FP NO. 840 AGREEMENTMAINTENANCE, AND SUPPORT SERVICES 1 SERVICE LEVEL Page 45 of 52 M LAM - 2DADE MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 040 APPENDIX D — HOSTING, MAINTENANCE, AND SUPPORTSERVICES AND SERVICE LEVEL AGREEMENT A. OVERVIEW This Appendix describes the Hosting, Maintenance, and Support Services the Contractor will provide to the County for the System. Terms not defined in this Exhibit will have the meaning set forth in the main body of the Agreement between the Contractor and County. Contractor shall provide a list of assigned contact names and phone numbers (a "Contact List"), along with a toll-free number and e-mail address(es) for technical support. The Contact List may be updated by Contractor from time to time upon written notice to County, provided that if County has any reasonable objections to any such revisions, Contractor will work with County to resolve such objections. E. HOSTING MAINTENANCE SUPPORT SERVICES Hosting, Maintenance, and Support Services shall include but not be limited to hosting of the System, general maintenance and support activities, remedial resolution activities to resolve Events as defined herein; correcting programming and coding errors; and supplying solutions to known system errors which affect the operation of the System. Contractor shall provide telephone advice and e-mail assistance by individuals with experience in functional and operational areas, of the System regarding issues involving the usage of the System (rather than error correction), including, but not limited to, advice and assistance covering the System, and general usage issues such as capacity andlor response times. iR\m/1Iq1 gIIklyggiirl.UTl g Contractor agrees to make the System available in compliance with or exceeding the following service performance standards. Any availability of the System beyond what is prescribed below will be at no additional charge to the County. System, server, and network availability percentage guarantees are exclusive of scheduled maintenance times identified below. If for any reason the scheduled maintenance time needs to be changed, both Contractor and County must mutually agree to the change before it will e made- KW, ade_ f W,Y, Vi-4triVIA Fl\lW..31IW4 Normal Service Availability Schedule (Number of hours available each day) are Twenty -Four (24) hours per day and Seven (7) days per week. The System shall be available and functioning for use as described in this Agreement 99% of the time as measured on an annual basis, measured as the Twelve (12) Months beginning each year on the anniversary date of the first Go Live as described in Appendix C "Project Timeline." No Twenty Four (24) hour period may exceed Five (5) hours of scheduled outage unless County approves in advance. So long as the System is available over the Internet to at least some third parties (i.e., the System is functioning properly and there are no technical issues with Contractor's or its Internet service provider's hardware or software), any inability on the part of County or Third Party Users to access the System as a result of a general Internet outage, the County's Internet outage or the Third Party User's Internet outage, will not be counted toward any unavailability time period. System Maintenance, as provided below, will not be counted toward any unavailability time period. 3. SYSTEM MAINTENANCE Notwithstanding the foregoing, maintenance downtime (i.e,, taking the System offline such that it is not accessible to the County or Third Party Users) may be scheduled to occur between Midnight (12:00 a.m.) through 5:00 a.m., Eastern Time daily ("Daily Maintenance Window"). Contractor may from time to time Page 46 of 52 DAIDDE �a�s�m�p�� MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 also schedule other maintenance to occur outside of the Daily Maintenance Window, but such scheduled maintenance would still occur outside of normal Business Hours. Contractor will provide the County with at least 24 hours prior notice ofany maintenance requiring the Gyeben to be token offline. During the Daly Maintenance Window, Contractor may perform, without any notice to County, routine maintenance operations that do not require the System to be taken offline, but which may have the effect of degrading System performance and response time. Such degradation in performance and response time shall not be deemed a breach of any obligation hereunder. Contractor agrees to apply Updates, Upgrades and Releases to the System periodically per Contractor's standard operating and change control procedures. Notwithstanding the foregoing, Updates, Upgrades and Releases to be provided hereunder will not include any enhancement nrfunctionality that is made generally available to Contractor's other System customers where such enhancement or functionality requires aseparate charge. Updates, Releases to be provided at no additional charge (i.e., any charge in excess of the Recurring Fees to be paid under the Agreement) include ( Corrections needed toresolve reported bugs and defects in the Licensed Software, Software bugs and defects shall be reported by the County to Contractor inwriting, using Contractors website orestablished e+nui| pndnoo|. and (ii) modifications to the System as required enabling the County to comply with changes in Federal, 8bste. or County legislation or regulations. To the extent e change in Federa|. State, or County |ogiu|udon or regulations constitutes a material change; Contractor will not be required to provide such change unless the parties agree to e change in accordance with the Agreement. A change will be considered materia} if it would require Contractor to expend more than 100 hours in development time separate and apart from any work performed inproviding Maintenance aoset forth herein. --- ' -----"Evant"memns�an��dentvxheruby�heSystem ise�hermt work�gnr&eope�t�n�{ncona��/ntwdhthe specifications set forth in Appendix A "Scope of Services". Events are divided into categories. The categories are Priority 1'2.and 3aufurther defined below: "Priority I—CriticalEus|ness!mpact Event" means the impact of the reported defect issuch that the County or third party users are unable to either use the System or reasonably continue wort using the System. ° Contractor shall respond to the County within one (1) hour of notification. Contractor shall use commercially reasonable efforts to resolve or reduce to Priority 2 all Priority I Events within eight (0)hours after the Event is logged. "Priority 2 — Significant Business Impact Event" means important features of the System are not working properly. While other areas of the System may not be impacted, the reported defect has created a significant, negative impact on the County's productivity and/or service level. = Contractor shall maintain e response time goal of [our` (4) humy and and| use commercially reasonable efforts to resolve or reduce to Priority 3 all Priority 2 Events by the close of the next business day after notification. "Priority 3—Some Business Impact Event" means features of the System are not working properly, but County impact is minimal loss ofoperational functionality but the System can still operate. Page 47 of 52 � Contractor shall maintain oresponse time goal of one(1)day and shall use commercially reasonable efforts to resolve the Event inatime period to be mutually agreed upon by both parties. 6. COUNTY COOPERATION Contractor's obligations in this Service Level Commitment are subject to the terms and conditions set forth in the Agmement, including without |imitation. County's obligation to provide Contractor with informadioo regarding any of the above-described Eventm, and the time frames set forth above may be suspended during any period in which Contractor is waiting for additional infon-nation from County. 7. CREDITS County's exclusive remedy and Conbmoo/s au|e obligation under the Agreement, for Contractor not meeting the service level commitments outlined above shall be. - Priority 1: e�Phority1: If Priority 1 Event is not resolved or reduced to a Priority 2 Event within eight (8) hours after the Event is logged, the County will receive a $1500 credit for each day that the Event remains in Priority I status. This provision shall not apply to problem(s) that are solely caused by County. Priority 2: If Priority 2 Event is not resolved or reduced to o Priority 3 Event by the douo of the next business day after the Event is logged, the County will receive m %500 credit for each day the Event remains inPriority 2 status. This provision shall not apply to problem(s) that are solely caused by County. Any credit earned under this Service Level Agreement will be applied against the next payment due from County. If the credits are earned at the end of the Agreement and there are no pending payments due Contractor from County. Contractor shall issue a check to County in the amount of the outstanding � credits. � | | Page 48 of 52 M m DAt]E MIAMI --ADE COUNTY, FLORIDA EPP•RFP NO. 040 DELIVERABLE Page 49 of 52 ' ' . f0mIMMI-® MIAMI-DADE COUNTY, FLORIDA EPP-RFP NO, 840 APPENDIX E — DELIVERABLE ACCEPTANCE PROCEDURES The parties intend for the System to be brought into Production Mode, as defined below, in ` ebageo, as each of the functional components of the System are deployed as set forth in Appendix C "Project Timeline". Each functional component will be subjected to its own basting and Final Acceptance will be deemed to have uoourn*d for that component upon the component (i) satisfying the Final Acceptance Criteria (which will be agreed to by the parties and (ii)module being used inProduction Mode. Contractor will notify County in writing (via email) when the Deliverables for efunctional component of the System are ready for acceptance testing. County will commence testing on such Deliverables within three (3) County Work Days of being notified by Contractor, provided County has been given access to such Deliverables. County will have up to five (5) dayo, in its own discretion, to conduct its first round of acceptance tests and will use reasonable measures to determine whether the Deliverables are in conformance with the Final Acceptance Criteria for the applicable functional uomponent, and will notify Contractor in writing aatoany deficiency, in list fnnn (to be incorporated by mutual agreement into a punch list during the System acceptance periods described in Appendix C "Project Timeline"). Contractor will promptly commence work on resolving such punch list issues and wiUt, as necessary, redeliver such Deliverables for further testing, which County will commence within two (2) days of receiving Contractor's notice that the Deliverables are ready for such further testing. The parties shall agree, upon such redelivery, as hothe time County requires to complete the additional acceptance testing. The process will be repeated urdU either the functional component has substantially conformed to the Fina( Acceptance Chtohe or County decides to accept the functional component an is and the functional component isput into Production Mode. The above process will berepeated for each functional component delivered hereunder provided that functional components may be tested in tandem as set forth in Appendix C^Project —'--_Finm| Acceptance of the System will be deemed tuhave occurred onthe Deliverables meeting the — Final Acceptance Criteria (which the parties will mutually agree to and develop from the functional i and technical requirements as set forth in the contract documonts, provided that the parties | recognize that the development ofthe CGS Documents may result in the parties clarifying such � requirements)- Such Final Acceptance shall be evidenced by (i) a written acknowledgement by the County Project Manager (which acknowledgement shall not bearbitrarily orunreasonably withheld) that the System meets all such functional and technical requirements or (ii) County's use of the System in a Production Mode. ^PmducUoh Mode" means any use by the County ofthe i System or any of its modules to process any day-to-d2y business activity on behalf of the County. / Page 50 of 52 ' AMDMIAMI-DADE COUNTY, FLORIDA EPP-RFP NO. 840 In compliance with the requirements detailed in the above contract (including any modifications or amendmento), the following project deliverable has been dehvered, reviewed and formally accepted by the County and the Contractor. This document constitutes full acknowledgment by the County of acceptance and delivery ofthe deliverable detailed below, It is understood that any future changes to this deliverable after this acceptance is given will require formal Change Request Form be submitted. Deliverable Description: During the User Acceptance ITest period. the Contractor and the County collectively will uheoh, verify, and adjust the System as needed to meet the operational specifications listed in EPP-RFP840 and the attached UAT report- During the User Acceptance Test period. the Contractor iurequired to: a Verify and update the test scenarios 0 Ensure configurations are working properly ° Train County personnel on the operation of the System and associated components 0 Conduct final functionality control tests, add itions/modifications, and software integration 0 Verify the normal operation of the System and ensure compatibility of peripheral and system applications a Resolve user problems and/or deficiencies identified bythe County ° Correct and manage errors = Update the System documentation Deliverable Date-. Accepted Unconditionally: Yes / No .AcceptedCnnditkona{|y: Yes No Acceptance Conditions: Not Accepted: Reaeom General Comments: � ! Delivered By: Signature Name Date� Accepted By: Signature Name Date Page 0of52 In compliance with the requirements detailed in the above contract (including any modifications m amendments), the following project deliverable has been de|iveoad, emkmved and formally accepted by the County and the Coniructor. This document constitutes full acknowledgment by the County of acceptance and delivery ofthe deliverable detailed below. It is understood fhat any future changes to this deliverable after this acceptance is given will require a formal Change Request Form besubmitted. The Warranty Period onthis deliverable starts on: and iswaUdfor a twelvemonth Deliverable Description: The delivered system meets the business requirements of the County as detailed in the Final System Acceptance Report. The Contractor, BidSync has successfully completed the required System setup and integration for the Electronic Bidding Solution satisfies the crhahe as specified inthe scope ofservices for EPP'RFP84U. Deliverable Date: Accepted Unconditionally: Yes / No Accepted Conditionally: Yeo / No - - '-Acceptance Conditions: Not Accepted: Reason: General Comments: Delivered By: Signature Name Date By. - Signature Name Date Page 52 of 52 s 0BIDSY, IIS WHERE BUYERS AND SELLERS MEET Technical Proposal 19 September 2012 Proposal Response Due Date: September 21, 2012, 2 p.m. ET BidSync 629 Quality Drive Suite 101 American Fork, Utah 84003 www.bidsync.com Earl Stevens Tel: 801.765.9245, Ext. 504 Fax: 801.765.9246 Email: estevens@bidsync.com