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#17-7127 (QScend Technologies, Inc.)
AGREEMENT 17-7127 for 3-1-1 /Customer Relationship Management (CRM) Initiative THIS AGREEMENT, made and entered into on this `yah day of 1413ferhioef 2017, by and between QScend Technologies, Inc., authorized to do business in the State of Florida, whose business address is 231 Bank Street, Waterbury, Connecticut 06702 (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a five (5) year period commencing upon issuance of a Purchase Order and remain active until all outstanding Purchase Orders issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions, with the exception of pricing, contained in this Agreement for a five (5) year renewal option period. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect and pricing will be negotiated. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a Purchase Order. 3. STATEMENT OF WORK. The Contractor shall provide the 3-1-1 Services in accordance with Exhibit A— Services, attached to this Agreement, the terms and conditions of Request for Proposal (RFP) #17-7127, which include Exhibit A — Scope of Services, Exhibit B, CRM Desired Capabilities, Exhibit C-Technical Architectural, Compatibility and Supportability, Addendum 1 and 2, Clarification Memos, and the Contractor's proposal referred to herein and made an integral part of this Agreement.This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on the prices set forth in the Contractor's proposal and Exhibit B-Price Proposal attached hereto. Payment will be made upon receipt of a proper invoice and upon approval by the County's Project Manager or designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Page 1 of 13 17-7127 3-1-1 Customer Relationship Mgt(CRM) Qscend Technologies 4.1 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.3 Travel and Reimbursable Expenses. Travel and Reimbursable Expenses shall not exceed three thousand dollars($3,000.00) for the first initial year, unless approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Any trips within Collier and Lee Counties are expressly excluded. Reimbursements shall be at the following rates: Mileage $0.445 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard-size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long- distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption# 85-8015966531C-2. Page 2 of 13 17-7127 3-1-1 Customer Relationship Mgt(CRM) Qscend Technologies 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following Address: Qscend Technologies, Inc. Attention: Jessica Chase,Vice President of Sales 231 Bank Street Waterbury, CT Telephone: (888) 878-3006 Email: Jessica@ciscend.com All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Board of County Commissioners for Collier County, Florida Attention: Len Price,Department Head, Administrative Service Department 3299 Tamiami Trail East Naples, FL 34112 Telephone: (239) 252-8450 Email: LenPricer(Jcolliergov.net The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors/Subconsultants. Payment for all such permits issued by the County shall be processed internally by the County. All non- County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition,the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to, comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or Page;3 of 13 17-7127 3-1-1 Customer Relationship Mgt(CRM) Qscend Technologies practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of$500,000 for each accident. C. Technology Errors and Omissions: Coverage shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 per occurrence and in the aggregate. D. Cyber Insurance: Coverage shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than$1,000,000 per occurrence and in the aggregate. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non- contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be Page 4 of 13 17-7127 3-1-1 Customer Relationship Mgt(CRM) ‘„,v:`!",) Qscend Technologies sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless.Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expirationor earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Administrative Services Department. 15. CONFLICT OF INTEREST. Contractor represents, that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), RFP #17-7127, which include Exhibit A — Scope of Services, Exhibit B, CRM Desired Capabilities, Exhibit C-Technical Architectural, Compatibility and Supportability, Addendum 1 and 2, Clarification Memos; Exhibit A — Services, Exhibit B - Price Proposal, Exhibit C -Service Level/Support & Upgrade Policies and Exhibit D- General Software Terms to Master Agreement#17-7127. Page 5 of 13 ,F~ 17-7127 3-1-1 Customer Relationshp Mgt(CRMO 4 Gscend Technologies,,_), 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05,as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm,and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids. RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 19. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, Security of Confidential Personal Information §501.171 Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. Page 6 of 13 17-7127 3-1-1 Customer Relationship Mgt(CRM} r` Qscend Technologies 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful proposer. 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Statute. 24. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. Page 7 of 13 ti! : 17-7127 3-1-1 Customer Relationship Mgt(CRM) Qscend Technologies 25. KEY PERSONNEL/STAFFING. The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 26 ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the RFP, the Contractor's Proposal, and/or the County's Board approved Executive Summary; the Contract Documents shall take precedence. 27. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 28. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e- mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. Page; 8 of 13 17-7127 3-1-1 Customer Relationship Mgt(CRM) Qscend Technologies IN WITNESS, WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIE' C, 0 \TY, FLORIDA Dwight E ,Brock, Clerk of Courts By: �/ ! Penny Taylo Attest Chairman Dated:$` 3 ►t z+ �/.�1 QSCEND TE'HN. OGIES, INC. Contrac .' / By First Witness ` ign:t; e j_CA-WE'D es �'L i t� n L t �/ " Zy/i TType/print witness nameT TType/print signature and titleT g7/7/AZA Second Witness C/J/07- ) !4I Zi7K' TType/print witness nameT •• oved as to • Ind Legality: Co my A tor ey 1 Print Name Page 9 of 13 17-7127 3-1-1 Customer Relationship Mgt(CRM) Qscend Technologies EXHIBIT A— SERVICES The Contractor will provide the County with a QAlert CRM Citizen Request Management System and Mobile App, as outlined in the Contractor's Proposal, Request for Proposal (RFP) #17-7127, which include Exhibit A — Scope of Services, Exhibit B, CRM Desired Capabilities, Exhibit C-Technical Architectural, Compatibility and Supportability, Addendum 1 and 2, Clarification Memos. The QAlert CRM Citizen Request Management System and Mobile App provides the following key items: • Unlimited users • Web intake form • Knowledgebase • Internal service request management • Reporting • 24/7 support • Maintenance and upgrades • API access • Enterprise Hosting The Professional Services offered during the Implementation of QAlert are the following: • Dedicated Project Manager until launch • On-site meetings with departments —up to 2 • On-site kick off meeting • Software installation • Business intelligence gathering/Configuration of service request types • Setup routes and escalations for service requests configuration on-board mapping • Configuration citizen data • Conference calls GIS integration 1 (2 hour) Admin. Training During the kick off meeting a project schedule for the implementation will be created and approved by both parties. Thereafter, the project implementation schedule may be modified upon approval by the County Project Manager. Page 1.0 of 13 17-7127 3-1-1 Customer Relationship Mgt(CRM) Qscend Technologies EXHIBIT B—PRICE PROPOSAL Contractor will provide all the services outlined in the solicitation, including exhibits, addenda and clarification Flat Monthly License Fee memos. Year 1* $3,912.50 Year 2 $4,162.50 Year 3 $4,162.50 Year 4 $4,083.33 Year 5 $4,083.33 * Year 1 — Travel and reimbursable expenses for the 2017 Implementation Phase shall not to exceed $3,000.00 and is included in this monthly fee. Page 11 of 13 17-7127 3-1-1 Customer Relationship Mgt(CRM) Qscend Technologies EXHIBIT C—QSCEND SERVICE LEVEL/SUPPORT & UPGRADE POLICIES (following this page) Page 12 of 13 17-7127 3-1-1 Custcmer Relationship Mgt(CRM) Qscend Technologies 0 -fi ,:_,so.., EXHIBIT C Page 1 of 2 QScend Technologies, Inc. Service Level and Support Policy General Technical Support, Maintenance and Hosting Terms Technical Support Services and Application Monitoring is available 24/7. Licensee will designate two named contacts authorized to contact QScend Technical Support. Contact information is as follows: Telephone: (888) 878-3006 Fax: (203) 759-0519 Email: supportqscend.com Normal support hours are 8:30am—6:00pm ET. After Hours Support: Email supportqscend.com QScend has monitoring, notification tools and procedures in place to monitor the health of our database and application servers. Any anomalies are immediately addressed 24/7. Licensees are encouraged to check status.qscend.com for any system problems. As long as the Licensee is current in the Annual Maintenance Program, QScend Technical Support is included. Technical Phone Support, allows Licensee to phone or email regarding questions, product functionality, and to report potential errors in the Licensed Materials. Licensor will provide improvements and Updates to the Licensed Materials, as Licensor deems is appropriate. Licensor shall have no obligation to support(a.) altered, damaged or modified Software, or(b.) problems caused by Licensee's negligence, or use of the Software other than as specified in Licensor's user documentation, or(c.) Software installed on a system that is not supported by Licensor. Licensor shall have no liability for any changes required to Licensee's hardware that may be necessary to use the Software due to a workaround or maintenance release. Licensor reserves the right to modify this policy at its sole discretion. Call Logging Priority will be agreed to between the Licensee's contact and QScend Technical Support. Each problem will be assigned a priority in accordance with the following guidelines: • Priority A—Critical: Product is non-operational resulting in severe business impact. No workaround is presently available. • Priority B—Urgent: Significant product functionality affected. Production system impacted. • Priority C—Important: Minimum product functionality impact to the user. No significant business impact. • Priority D—Change Request: Request for new feature and functionality for consideration by Licensor's Research and Development Team. Problem Response Time to issues discussed and agreed to between the Licensee's contact and QScend Technical Support: • Priority A—Critical: 30 minutes • Priority B—Urgent: 4 hours • Priority C—Important: 24 hours • Priority D—Change Request: 48 hours, email or phone reply. Maintenance is defined within Licensor's Products and Services Schedule which attaches to the QScend Master License Agreement. As long as Licensee is in good standing with Licensor's Annual Maintenance Program, Licensor will provide technical support, product updates and product fixes at Licensor's sole discretion using its best efforts. Confidential Document - Ver.#090106-C1 -QScend Technologies,Inc.231 Bank Street,2nd FI,Waterbury,CT 06702 Phone:(203)757-6000 Fax(203) 759-0519 Page 2 of 2 Email • QScend's standard email plan included 1 GB of email storage per email address. Email data is retained for 60 days. Hosting • QScend's standard website, database and log data hosting specifications are as follows: o 50 GB of data storage o 50 GB's of monthly data transmission • Use—QScend Hosting Services may only be used for lawful purposes. o Transmission, distribution, sale, or storage of any material in violation of any applicable law, regulation, or these guidelines is prohibited. o Violation may result in immediate termination or suspension of web hosting services. o QScend reserves the right to suspend services if it is determined Licensee is engaged in offensive materials or the transmission, disseminating, sale, storage or hosting material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable. • Export Violations- Posting or sending of software or technical information in violation of U.S. export laws, including, without limitation, the Export Administration Act and the Export Administration Regulations maintained by the Department of Commerce is prohibited. • Hacking - Unauthorized access to or use of data, systems, server or networks, including any attempt to probe, scan or test the vulnerability of a system, server or network or to breach security or authentication measures without express authorization of the owner of the system, server or network is prohibited. Software-as-a-Service • Data security and Availability -QScend cannot guarantee that Customer Data Customer stores or transmits through the Service will not be subject to unauthorized access by others or that others will not gain access to the Service. Customer understands that the protection and the strength of their passwords is strictly their responsibility. QScend performs regular system-wide back up procedures for the Service, however Customer understands that in the event of a Service related data failure QScend will make every effort to restore that data. In the event that Customer causes data failure QScend professional services to recover data may apply. • 99.9% Uptime Guarantee o QScend endeavors to have our client's SaaS applications available for http access by 99.9% of the time. o In the event Customer experiences no http availability, QScend will extend the service agreement for an equal amount of time which was experienced as downtime. In the event Customer experiences a QScend accountable SaaS Service interruption, customer will receive a credit during the following billing period equal to the amount of lost service. o Credits will not be provided in the event of: (a.) scheduled maintenance, or(b.)failure to remain current in all applicable fees, or(c.) circumstances beyond QScend Technologies reasonable control, including, without limitation, acts of any governmental body, war, Confidential Document - Ver.#070110-D1 -QScend Technologies,Inc.231 Bank Street,2nd FI,Waterbury,CT 06702 Phone:(203)757-6000 Fax(203) 759-0519 insurrection, sabotage, embargo, fire, flood, labor disturbance, or interruption or delay in transportation, including DNS propagation. Page 3 of 3 • Data Retention, Disposition and Ownership o QScend agrees that at all times Customer is the owner of the data stored in the customers instance of the SaaS application. Customer at any time can extract and/or export all data for its sole usage. o QScend will retain such data 30 days after any termination of Service. • Coverage—QScend retains the right to add or delete dedicated servers, hardware, bandwidth, power and security components at any time. Confidential Document - Ver.#070110-D1 -QScend Technologies,Inc.231 Bank Street,2nd FI,Waterbury,CT 06702 Phone:(203)757-6000 Fax(203) 759-0519 Ciiiii2 - `� G� or cj EXHIBIT C - (continuation) � e , n.0. ogia4 n".: SaaS Release and Upgrade Policy for QScend Technologies SaaS Release & Upgrade Policy Overview The purpose of this policy is to describe SaaS release and upgrade cycles, customer notices, and timing, as well as other pertinent information, such as version requirements, so customers understand and appreciate the nature and pace of these efforts. SaaS offerings by QScend Technologies accelerate deployment time, while reducing the ongoing costs of application and infrastructure management. In addition, new features and functionality are enabled by updates and upgrades applied by QScend in accordance with this policy, providing customers the maximum value of the SaaS offering, while minimizing down time. One impact of new releases and upgrades in SaaS environments is that older versions are not supported and will no longer be available. To ensure customers obtain the maximum value of the offering, customers should review information and training materials related to the upgrade. SaaS Release & Upgrade Policy Release Types, Cycles and Customer Notification QScend's approach to release cycles and management for SaaS offerings is designed to provide stability, quality, and predictability with the flexibility to quickly resolve problems and deliver new features or service enhancements at the application layer. SaaS offerings typically follow release cycles for three release types, as listed below: r ReleaseType Scope y Fr uenc ! Notif cation Costo eij gations' , , -'" y Major Release New application Typically Typically 1 Review new functionally functionality. Changes to twice a year month schedule webinar style architecture training, introduction Minor Release Operating system, Typically once Typically 1 Review available update Database upgrades browser a quarter week information compatibility issues, etc Hot fixes Modifications needed for As required Typically 72 None stability and security hours when possible 231 Bank Street • Waterbury, CT • phone 203.757.6000 . e-mail info{I`QScend.com • www,QScend.com Release Types Definitions: • Major Release: Application version upgrades to SaaS offerings. These releases are an integral part of the QScend offering and provide new functionality often times with major changes to the application or the architecture. • Minor Release: Include but are not limited to, minor feature upgrades, bug fixes, security updates, and installation of application patches. These generally do not involve architectural changes. • Hot fix: Involves an urgent need to address an issue, such as a security vulnerability, system/application stability, or other functional issue. Customer Notification Policies In the event that any release will materially change either the administrator or user experience, QScend will use reasonable efforts to provide notification of the new features for all users with our interstitial notification feature. This will allow users to review new features/enhancements, training materials, and education opportunities. The nature of the major and minor releases allows QScend to publish an intended schedule of such maintenance activities well in advance, including the date and the expected duration of the update. These schedules can also be found through the interstitial notification feature. All users will see any upgrade notification at least once. They may also see information on the product login screens and receive email from QScend staff. Software Version Requirements QScend runs all SaaS offerings on the currently generally available version of the underlying QScend software. Only for self-hosted (application) customers, with a support contract, will versions other than the most recent be supported. Deprecated Features A deprecated feature is a feature that appears in prior or existing versions of the SaaS offering and is not recommended for continued use, is discontinued, and/or is superseded by an alternative implementation. 2 EXHIBIT D—GENERAL SOFTWARE TERMS TO MASTER AGREEMENT #17-7127 (following this page) Page 13 of 13 17-7127 3-1-1 Customer Relationship Mgt(CRM) Qscend Technologies EXHBIIT D—GENERAL SOFTWARE TERMS TO MASTER AGREEMENT#17'7/27 QSCEND TERMS OF USE - v120729 QScend Technologies Inc. ("QScend", "v/c", "us" "our" and terms of similar meaning) provides its software applications, hosted software and mobile applications and professional services to you subject to these terms and conditions of use ("Terms"). In these Terms we refer to each of QScend's software applications as the "Software", its hosted software services (available under the domain and sub domains of qcsend.com or through a Subscriber's web page) (collectively, the "Site"), its mobile applications as the "Applications" and the web-hosting, installation, implementation and other professional services as "Professional Services." The Software, the Site, the Applications and the Professional Services are collectively referred to as the "QScend Services." In these Terms, our customers are called "Subscribers" and end-users (i.e., Subscriber employees, contractors or residents) who use the QScend Services (for example, to record, edit, view or submit service requests) are called "Users." QScend reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the QScend Services, upon written approval by the County. The QScend Services are for your own use only. You may not resoU, lease or provide them in any other way to anyone else, except as expressly permitted through the Site and the Applications. 1, Privacy Policy Please refer to QScend's privacy policy, available at www. • sccnd.com/Jrivocy (ihn "PrivuoyPo|icy") for information on how QScend collects, uses and discloses information from its users. By using the QScend Services you agree to our use, collection and disclosure of information in accordance with the Privacy Policy. 2. Account Security If you register for an account for the QScend Services, you agree to (a) provide accurate, current and complete information as May be prompted by any registration forms in connection 'with the QScend Services ("RcLziy\ru1ion Data"); (b) maintain the security of your password; (u) maintain and promptly update the Registration Data and any other information you provide to ()Scend, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to QScend. You are responsible for all activity on your QScend account, and for all charges incurred by your QScend account. wwir 3. Ownership, Copyright and Trademarks In these Terms, the content available through the QScend Sorvicca, including all information, data, logos, murky, dcaigna, graphics, pictures, sound files, other files, and their selection and arrangement, is called "Content." Content provided by Users is called "User Content" and is the property of the respective User. Solely in connection with any website development services performed by QScend for a Subscriber, any newly-created web-based graphical designs created by QScend shall he referred to as "New Website Designs," shall be deemed "work for hire." and shall be owned by Subscriber. Other than the User Content and any New Website Designs, the QScend Services, the Content, and any Work Product created in connection with any Professional Services and all software made available to Users on the QScend Services or used to provide and operate the QScend Services is the property of QScend or its licensors, and is protected by U.S. and international copyright laws. All rights to the QScend Services, the Content, all Work Product and such software are expressly reserved by QScend. For purposes of these Terms, "Work Product" means the tangible and intangible results of the Professional Services, including, without limitation, any and all software object and source code, HTML, CGI, XML formatting, computer system deuigna, documentation, any writings of any kind, user interfaces, audio-visual works, "look and feel," artwork, illustrations, images, photographs, printed or graphic matter, trademarks (including service marks, trade dress, trade names, logos, corporate names, and Internet domain names), copyrights and copyrightable works, preparatory materials, charts, diagrams, memoranda, drafts, sketches, outlines, developments, materials, data. inventions (whether patentable or not), improvements, processes, diocovcrieo, ideas, know-how, techniques, formulae, compositions, methodologies, program materials, notes, lists, compilations, manuscripts, pictorial materials, schematics, drawings, specifications, blueprints, flowcharts, schematics, protocols, designs, design rights, p\ony, business plans, propooulu, technical data, financial and marketing l)lals and customer and supplier lists and information, and other items, created, developed or supplied in connection with the Professional Services. All trademarks, service marks, product names or logos mentioned in the QScend Services are the property of their respective owners. :Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by QScend. Your lJser Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the QScend Services. If you authorize third parties to access your User Content through the QScend Services, you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content. 4. Limited License to QScend We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to provide the QScend Services, now and in the future. Therefore, by posting or distributing User Content to or through the QScend Services, you: (a) grant QScend and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, i,unsluto, and create derivative works from such User Content, in the manner in and for the purposes for which the QScend Services from time to time use such User Content; (h) represent and warrant that: (i) you own and control all of the rights to the User Content • that you post or otherwise dioizihute, or you otherwise have the lawful right to post and distribute that User Content, to or through the QScend Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity. If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the QScend Services. These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the QScend Services and they are transferable because we need the right to transfer these licenses to any successor operator of the QScend Services. Our rights to "modify, adapt, translate, and create derivative works from" are necessary because the normal operation of the QScend Services does this to your User Content when it processes it for use in the 0Socud Services. 5. Limited License to You QScend grants you a limited, revocable, non-exclusive, non-sublicensable license to use and access the QScend Services and to view, copy and print the portions of the Content available to you through the QScend Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the QScend Services or the Content other than for their intended purpose. Additional restrictions, as set forth in an order form executed by Subscriber and QScend ("Order"), may be applicable to a Subscriber. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of QScend is strictly prohibited and will terminate the license granted to you, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by QScend at any time. You represent and warrant that your use of the QScend Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law. 6. Providing a Reliable and Secure Service We take reliability and security seriously and we put a great deal of effort into ensuring that our service operates consistently, and that it is a secure environment for your data. We believe our QScend Services and security technologies meet or exceed industry standards and we believe we provide you with a reasonably secure and safe environment. However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use the QScend Scrviuco, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability. 7. Na Responsibility for Third-Party Material The QScend Services may contain links to third-party Web sites ("Third-Party Sites") and third-party content ("Third-Party Content"') as a service to those interested in this information. You use links to Third- Poriy Sites and any Third-Party Content or service provided there, at your own risk. QScend makes no claim or representation regarding Third-Party Content or Third-Party Sites, and provides them or links to them only as a convenience. Inclusion in the QScend Services of a |ink to a Third-Party Site or Third-Party Content does not imply QScend' endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. QScend accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third- Party Sites, or Web sites linking to the QScend Services. When you leave the QScend Services, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. 8. Professional Services Subscriber may obtain Professional Services from QScend under these Terms by signing an Order which specifies the scope and schedule of Professional Services to be performed by QScend for Subscriber and the applicable fees. Unless otherwise expressly stated in the applicable Order, Professional Services shall be provided on a time and materials ("T&M") basis at QScend's T&M rates in effect at the time the Professional Services are performed. On a T&M engagement, if an estimated total amount is stated in the applicable Order, that amount is solely a good faith estimate for Subscriber's budgeting and QScend's resource scheduling purposes and not a guarantee that the work will be completed for that amount; increases beyond the estimated amount must be pre-approved in writing by the Subscriber. Subscriber agrees to reimburse QScend for all material(s) and reasonable travel, administrative, and out-of-pocket expenses incurred in conjunction with the performance of the Professional Services; said expenses must be pre-approved in writing by the Subscriber and pursuant to Section 112.061, Fla. Stats. 9. Warranty Disclaimer; User Warranty The Software, Applications and the Content are provided to you on an "as is" basis without warranties from QScend of any kind, either express or implied. QScend warrants that the Professional Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards. Subscriber must report any deficiencies in the Professional Services to QScend in writing within ten (10) business days of performance of such Professional Services in order to receive warranty remedies. FOR ANY BREACH OF THIS PROFESSIONAL SERVICES WARRANTY, SUBSCRIBER'S EXCLUSIVE REMEDY, AND QSCEND'S ENTIRE LIABILITY, SHALL BE LIMITED TO THE RE-PERFORMANCE OF THE DEFICIENT PROFESSIONAL SERVICES. IF QSCEND IS UNABLE TO RE-PERFORM THE PROFESSIONAL SERVICES AS WARRANTED, SUBSCRIBER SHALL BE ENTITLED TO RECOVER THE FEES PAID TO QSCEND FOR THE DEFICIENT PROFESSIONAL SERVICES. QSCEND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. QSCEND DOES NOT RE-PRESENT OR WARRANT THAT THE QSCEND SERVICES OR THE CONTENT ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE QSCEND ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE QSCEND SERVICES SAFE. QSCEND DOES NOT REPRESENT OR WARRANT THAT"FHE QSCEND SERVICES OR THE CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, If you are a Subscriber, you represent, warrant and covenant that any person to whom you give access to your account (including as staff) will not, in connection with the QScend Services, collect, input, store or otherwise use: nonpublic personal information (including social security numbers) as defined under federal and/or state law; or (ii) protected health information as defined under federal and/or state law. if you are a User, you represent, warrant and covenant that you will not, in connection with the QScend Services, collect, input, store or otherwise use: '(i) nonpublic personal information (including social security numbers) as defined under federal and/or state law; or (ii) protected health information as defined under federal and/or state law. Subscriber represents, warrants. and covenants to QScend that: (i) the individual signing an Order on Subscriber's behalf has the full legal authority necessary to enter into the Order and bind Subscriber to these Terms; and (ii) the execution of the Order by Subscriber and the performance of Subscriber's obligations pursuant to these Terms will not violate any agreement, whether written or oral, to which Subscriber is a party. 10. Limitation of Liability; Indemnity To the extent allowable by law, you waive and shall not assert any claims or allegations of any nature whatsoever against QScend, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors. agents or employees (collectively, the "Released Parties") arising out of or in any way relating to your use of the Content or the QScend Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Content or the QScend Services. You use the Content and the QScend Services at your own risk. This indemnification by the Subscriber is subject to the limitation set forth in Fla. Stat. 768.28. WITHOUT LIMITATION OF THE FOREGOING. NEITHER QSCEND NOR ANY OTHER RELEASED PARTY SHALL BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA OR LOSSES AS A RESULT OF DISCLOSURE OF USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE. ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF (OR 1NABILEFY TO USE) THE CONTENT OR THE QSCEND SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON THE CONTENT OR THE QSCEND SERVICES OR. OTHER INFORMATION OBTAINED FROM QSCEND OR ANY OTHER RELEASED PARTY OR ACCESSIBLE VIA THE QSCEND SERVICES, OR THAT RESULT FROM MISTAKES, ERRORS, OMISSIONS. INTERRUPTIONS, DELETION OF FILES OR EMAIL, DISCLOSURE OF USER CONTENT, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO QSCEND OR. ANY OTHER RELEASED PARTY'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SliAl.L TILE AGGREGATE LIABILITY OF QSCEND, WHETHER. IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR. RELATING TO THE USE OF THE CONTENT OR THE QSCEND SERVICES EXCEED ANY COMPENSATION PAID „7,,,7 - .„ 13Y YOU F(I)R ACCESS To OR tJSE ()FTHE CONTENT OIR THE QscIENl;) SERViCES, AS THE; CASE MAY BE, DURING THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE DATE OF ANY CLAIM. To the extent permitted by law, you shall defend, indemnify and hold harmless QScend and the other Released Parties from any loss, damages, liabilities, costs, cxpenaco, claims and proceedings arising out of your breach of any representation, warranty or covenant contained herein or your use of the Content and the QScend Services, and further, if you arc a Subscriber, from your Users' use of the QScend Services and from the use of the Content and the QScend Services by any: (i) person to whom you give access to your account (including as staff) and (ii) person (i.e., resident) that you receive information from via the QScend Services related to a services request, including any claims made by any person that any User Content infringes the rights, including the intellectual property rights, of any third party. This indemnification by the Subscriber is subject to the limitation set forth in Fla. Stat. 768.28. 11. Communications Notices that we give you may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide or we may post a notice to Subscribers in the login or dashboard area of your account on the Site, or post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. it is your responsibility to periodically review the Site for notices. Subject to the Privacy Policy, if you send to QScend or post on the Site in any public area any in[onnation, ideas, inventions, concepts, techniques or know-how ("User Submissions'). for any purpose, including the dove|oping, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that QScend can use the User Submissions without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Site or send them to us. l%. AppQcmhlo ]Lawuod Venue The QScend Services are controlled by QScend and operated by it from its offices in Connecticut. You and QScend explicitly agree that all dixputcm, claims or other matters arising from or relating to your use of the Content, the QScend Services or these Terms will be construed in accordance with the laws ot' the State of Florida. All disputes under this Agreement shall be resolved by the State courts of Collier County in the State of Florida or in the United States Middle District Court for Florida, and each party consents to the exclusive jurisdiction of such courts and hereby waives any jurisdictional or venue defenses otherwise available to it. You will be responsible for compliance with all local laws of the jurisdiction within which you use the QScend Services and you agree to indemnify QScend and the other Released Parties for your failure to comply with any such laws. 13. Termination/Modification of License and QScend Services Notwithstanding any provision of these Terms, QScend reserves the right, with a 180 day (one-hundred) notice and in its sole discretion, without any liability to you, to (a) terminate your license to use the QScend Services, or any portion thereof and the rights of any third party to which you have granted access to your User Content; (h) block or prevent your future access to and use of all or any portion of the QScend Services or Content and the rights of any third party to which you have granted access to your User Content; (c) change, suspend or discontinue any aspect of the QScend Services or Content; and (d) impose limits on the QScend Services or Content. 14. Term iimation of Agreement You and QScend may terminate your use of the QScend Services, including your agreement to these Terms. at any time, per Section iOofthe Master Agreement #)7'7i27. In the event a Subscriber's QScend account is terminated, the applicable User Content will, shortly thereafter, no longer appear on the QScend Services. We may or may not retain an archival copy of such User Content after termination, and Subscriber hereby grants us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes. If these Terms expire or terminate for any reason, Sections 3, 4, 6, 7, 9, 10, 12, 14, 15 and 16, including any indemnity, covenant, representation or warranty you make in these Terms, shall survive indefinitely. 15. Miscellaneous if any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. QScend may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of QScend, and any such attempted assignment will be void and unenforceable. QScend shall not be liable in damages for any delay or default in providing the QScend Services hereunder if such delay or default is caused by conditions beyond its control, including but not limited to, acts of God, government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of QScend (including mechanical, electronic, or communications failure). These Terms constitute the entire agreement between you and QScend regarding your use of the Content and the QScend Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and QScend regarding your use of them. (XII) 16. Questions and Comments If you have any questions regarding these Terms or your use of the QScend Services, please contact us here: QScend Technologies Inc. 231 Bank Street Waterbury CT 06702 (203) 757-6000 (phone)(203) 759-0519 (fax) legal(rt ocencl.corn �'..41 QSCETEC-01 CGHIATIS ..CORD` CERTIFICATE OF LIABILITY INSURANCE D IDD/YYYY) 4.----- 110/200/20/2017 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 CONTACT Cassandra Ghiatis NAME: Hollis D.Seger Inc. PHONEFAX 156 Knotter Drive (A/c,No,Ext):(203)699-4500 4512 (A/C,No): Cheshire,CT 06410 E-MAIL SS:cdg@hdsegur.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:National Fire Insurance Co of Hartford 20478 INSURED INSURER B:Continental Casualty Company 20443 Qscend Technologies,Inc. INSURER C: 231 Bank Street-2nd Floor INSURER D: Waterbury,CT 06702 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MMIDD/YYYYI (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR B2099466693 06/20/2017 06/20/2018 DAMAGETORENTED 300,000 X PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE _ $ 4,000,000 POLICY PRO- LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: $ AUTOMOBILECOMBINED SINGLE LIMIT LIABILITY (Ea accident) $ ANY AUTO BODILYINJURY(Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ — AUTOS ONLY NON-OWNEDUUTS (Peri accidentDAMAGE $ $ B UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE B2099467133 06/20/2017 06/20/2018 AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 $ B WORKERS COMPENSATION PER AND EMPLOYERS'LIABILITY STATUTE EERH ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N WC299467178 06/20/2017 06/20/2018 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER FFICE Dry iMi N R EXCLUDED? N/A E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required Collier County Board of County Commissioners,is an additional insured for any and all work preformed in Collier County per written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier CountyBoard of CountyCommissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E Naples,FL 34112 AUTHORIZED REPRESENTATIVE C -_ 1 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD QSCETEC-01 TKANNENBERG AcoRv CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/28/2017 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 CONTACT Renee Villers,CPSR NAME: Brunswick Insurance Agency,Inc. PHONE FAX 2857 Riviera Drive (A/C,No,Ext):(330)8654215 (A/C,No):(330)864-8661 Akron,OH 44333 ADD"RIEss:rvillers@brunswickcompanies.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:BeaZley Insurance Co INSURED INSURER B: Qscend Technologies Inc INSURER C: 231 Bank St INSURERD: Waterbury,CT 06702 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMM/DD/YYYYI IMM/DD/YYYYI A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 X CLAIMS-MADE OCCUR V1BF44170201 07/02/2017 07/02/2018 DAMAGE TO RENTED PREMISES(Ea occurrence) $ X E&O Liability MED EXP(Any one person) $ X 07/02/12 Retro PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE _ $ 2,000,000 POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER:07/02/17 Continuity Retention $ 5,000 ACOMBINED SINGLE LIMIT AU LIABILITY (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ YPROPERTY DAMAGEAUTOS ONLY AUTOS ONLY Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITYY/N STATUTE ER ANY OFFICER/MEMBOER/EXCLUDED?ECUTIVE N/A E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Above E&O coverage includes:$2M Cyber Extortion and$1M Data Protection coverages. Collier County Board of County Commissioners,is an additional insured for any and all work preformed in Collier County per written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier CountyBoard of CountyCommissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E Naples,FL 34112 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD