Agenda 06/23/2015 Item #16E16/23/2015 16. E.1.
EXECUTIVE SUMMARY
Recommendation to approve and authorize the Chairman to sign the Assumption
Agreement from the original party Vision Internet Providers, Inc., to Vision Technology
Solutions, LLC d/b /a Vision Internet Providers as it relates to Contract 414 -6249 "Collier
County Website and e- Procurement Bidding System Hosting and Maintenance."
OBJECTIVE: To assign the agreement from the original party, Vision Internet Providers, Inc.
to Vision Technology Solutions, LLC d /b /a Vision Internet Providers.
CONSIDERATION: The proposed Assumption Agreement assigns all rights, duties, benefits,
and obligations of the Contractor under Contract 414 -6249 "Collier County Website and e-
Procurement Bidding System Hosting and Maintenance" dated June 2, 2014, by means of a
waiver request approved the Procurement Manager- Acquisition. The contract was by and
between Collier County and Vision Internet Providers, Inc. The Communication and Customer
Relations Division administers this contract.
Vision Technology Solutions, LLC d/b /a Vision Internet Providers, by means of a growth
capital investment, acquired Vision Internet Providers, Inc., and County staff was notified on
September 2, 2014 of the transaction. Following the Procurement Administration Procedures,
staff has acquired the necessary documents from Vision Technology Solutions, LLC d/b /a
Vision Internet Providers, which have been reviewed and approved by the County Attorney's
staff. The Procurement Services Division is recommending approval of the assumption of this
contract.
FISCAL IMPACT: This request has no fiscal impact.
LEGAL CONSIDERATIONS: The County Attorney has reviewed this item and approved it
as to form and legality. Majority support of the Board is required for approval. JAK
GROWTH MANAGEMENT IMPACT: This request has no Growth Management impact.
RECOMMENDATION: That the Board of County Commissioners approves and authorizes
the Chainnan to sign the Assumption Agreement from the original party Vision Internet
Providers, Inc. to Vision Technology Solutions, LLC d /b /a Vision Internet Providers as it relates
to Contract 914 -6249 "Collier County Website and e- Procurement Bidding System Hosting and
Maintenance."
PREPARED BY: Diana De Leon, CPPB, Contracts Technician
Attachments: 1) Exhibit A, Contract 414-6249 and Waiver Request
3) Notification E -mail
4) Proposed Assumption Agreement
[15 -P RC- 02886/ 1180923/ 1
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6/23/2015 16.E.1.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.E.16.E.1.
Item Summary: Recommendation to approve and authorize the Chairman to sign the
Assumption Agreement from the original party Vision Internet Providers, Inc., to Vision
Technology Solutions, LLC d /b /a Vision Internet Providers as it relates to Contract #14 -6249
"Collier County Website and e- Procurement Bidding System Hosting and Maintenance."
Meeting Date: 6/9/2015
Prepared By
Name: DeLeonDiana
Title: Contracts Technician, Administrative Services Department
5/20/2015 11:53:44 AM
Submitted by
Title: Contracts Technician, Administrative Services Department
Name: DeLeonDiana
5/20/2015 11:53:46 AM
Approved By
Name: HerreraSandra
Title: Manager - Procurement, Administrative Services Department
Date: 5/20/2015 1:22:42 PM
Name: MarkiewiczJoanne
Title: Division Director - Purchasing & Gen Svc, Administrative Services Department
Date: 5/20/2015 1:57:58 PM
Name: pochopinpat
Title: Administrative Assistant, Administrative Services
Date: 5/21/2015 8:49:55 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 5/21/2015 3:10:16 PM
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Name: PriceLen
6/23/2015 16.E.1.
Title: Department Head - Administrative Svc, Administrative Services Department
Date: 5/21/2015 5:23:13 PM
Name: KimbleSherry
Title: Management/Budget Analyst, Senior, Office of Management & Budget
Date: 5/22/2015 11:51:59 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 5/22/2015 1:48:23 PM
Name: CasalanguidaNick
Title: Deputy County Manager, County Managers Office
Date: 5/24/2015 10:04:23 AM
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ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into as of , 2015, by
and between Vision Technology Solutions, LLC d/b /a Vision Internet Providers ( "Vision
Technology "), and Collier County, a political subdivision of the State of Florida ( "County ").
WHEREAS, on June 2, 2014, the County entered into Contract #14-6249 "Collier
County Website and e- Procurement Bidding Svstem Hosting and Maintenance" with Vision
Internet by means of a Waiver Request approved by the Procurement Department (both attached
hereto as Exhibit A. and hereinafter referred to as the "Agreement "): and
WHEREAS, Vision Technology hereby represents to Collier County that by virtue of a
growth capital investment, Vision Technology is the successor in interest to Vision Internet in
relation to the Agreement; and
WHEREAS, the parties wish to formalize Vision Technology's assumption of rights and
obligations under the Agreement, effective as of the date first above written
NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by the Parties, it is agreed as follows:
1. Vision Technology accepts and assumes all rights, duties, benefits, and obligations of
the Contractor under the Agreement, including all existing and future obligations to pay and
perform under the Agreement.
2. Vision Technology will promptly deliver to County evidence of insurance consistent
with the Agreement.
3. Except as expressly stated, no further supplements to, or modifications of the
Agreement are contemplated by the parties.
4. Notice required under the Agreement to be sent to the contractor shall be directed to:
CONTRACTOR:
David M. Nachman, Chief Executive Officer
Vision Technology Solutions, LLC
d/b /a Vision Internet Providers
2530 Wilshire Blvd.. 2nd Floor
Santa Monica, CA 90403
Telephone: (310) 656 -3100
E -mail: dnachman(a)visioninternet.com
5. The County hereby consents to Vision Technology's assumption of the Agreement. No
waivers of performance or extensions of time to perform are granted or authorized. The County
will treat Vision Technology as the Contractor for all purposes under the Agreement. Except as
provided herein, all other terms and conditions of the Agreement remain in full force and effect.
1 5-PRC-02886/1180922/11 Page I of 2
Assumption by LLC
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IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption
Agreement effective as of the date first above written.
AS TO COUNTY:
ATTEST:
DWIGHT E. BROCK, Clerk
, Deputy Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
TIM NANCE, CHAIRMAN
AS TO VISION TECHNOLOGY SOLUTIONS, LLC
DBA VISION INTERNET PROVIDERS
WITNESSES
Print Name
Print Name
ality:
I
Print Name /Title
11 5-PRC-02886/1 1 80922/7 1 Page 2 of 2�
Assumption b' Vision Terhnoltwv Snlu tit, ns. LLC
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EXHIBIT A
A G R E E M E N T 14-6249
for
Collier County Website and e-Procurement Bidding System
Hosting and Maintenance
THIS AGREEMENT, made and entered into on this day of 3j4 , 2014, by
and between Vision haternet Providers, Inc., whose business address is 2530 Wilshire Blvd.
2n11 Floor, Santa Monica, CA 90403 (the "Contractor") and Collier County, a political
subdivision of the State of Florida, (the "County" or "Client"):
WITNESSETH:
I. COMMENCEMENT. The Contractor shall commence the work upon issuance of a
Purchase order.
2. CONTRACT TERM. The contract shall be for a two (2) year period, commencing on
the above date and terminating (2) years from that date.
The County mav, at its discretion and. with the consent of the Contractor, renew the
Agreement under all of the terms and conditions contained in this Agreement for one
Agreement
(1) additional two (22) year period. County shall give the Contractor written notice of
the County's intention to renew the Agreement term not less than ten (1.0) days prior to
the end of the Agreement term then in effect.
The County Manager, or his designee, may, at his discretion, extend the Agreement
under all of the terms and conditions contained in this Agreement for up to one,
hundred eighty (180) days. Tlie County 1\4a'nager, or his designee, shall give the
Contractor written notice of the County's intention to extend the Agreement term not
less than ten (10) days prior to the end of the Agreement term then in effect.
3. STATEMENT OF WORK. The Contractor shall provide Website Hosting,
Maintenance and Related Services in accordance with the terms and conditions of this
Agreement and Exhibit A, Scope of Services referred to herein and made an integral
part of this agreement. This Agreement contains the entire understanding between the
parties and any modifications to this Agreement shall be mutually agreed upon in
writing by the Parties, in compliance with the County Purchasing Ordinance and
Purchasing Procedures in effect at the time such services are authorized.
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4. COMPENSATTONT. The County shall pay the Contractor for the performance of this
Agreement pursuant to Exhibit A and Exhibit B. Payment will be made upon receipt of
a proper invoice and upon approval by the Project Manager or his designee, and in
compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government
Prompt Payment Act".
4.1 Invoices may be submitted by the Contractor on the date of services or within
six (6) months after completion of contract. Any untimely submission of invoices
beyond the specified deadline period is subject to non-payment under the legal doctrine
of "lashes" as untimely submitted. Time shall be deemed of the essence with respect to
the timely submission of invoices under this agreement.
5. SALES TAX. Contract-or 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 # 85-80159665 :11C-2.
6. NOTICES. All notices from the Countr to the Contractor shall be deemed duly served
if mailed or faxed to the Contractor at the following Address:
Vision Internet Providers, Inc.
2530 Wilshire Blvd. 2nd Floor
Santa Monica, CA 90403
Attn: Steve Chapin
Cc: Rose De Vries
Fax: 310-656-3103
All Notices from the Contractor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department
3327 Tamian-ti'l-rail, East
Naples—Florida 34112
Attention: Joanne Markiewicz, Director, Procurement Services
Telephone: 239-2152-8407
Facsimile: 239-252-6480
The Contractor and the County may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
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7 NO PARTNERSHIP. Nothing herein contained obaD create orbeconstrued amczeatin�
partnership �artnerao behveenthe (�uoontv and the Contractor or to constitute the Contractor "
on agent of the (�uuntr. "�
S. TAXES. In compliance with Section 2I8.80, ES., all permits
'`=c=,sury for the prosecution of the Work shall be nhhxinazY by the dbe Cmntractor ' The C000LI will not be obligated to pay for any p—'~' o�bab�ed br Sobmotract,ors/6obcnnsultants.
'
The Contractor shall also besolelv b�b��yme�nf���daDb�e levied
oo the {�on±ractor. In addition, ' ' Contractor shall Comply witbaD rules, ^~^���ons
am�dlaws uf Collier C�000h7 the or D S. (� ~ ^`u�^~
-, Florida, e U. � �verrunao�oovpbniorccoz
hereafter adopted. The Contractor agrees to cnoup|�- all lawn governing the
nespormibdihrolaoer�pinyer with respect ho persons enzp]oyedbv the Contractor.
9
The Contractor -� c not use, nor suffer oz
, permit �-
any person
use � any manner nha�oevec , Coon�fac��cmb� an} i u��o���iocora]oroBeoyive
purpose, or for any purpose in violation of any federal, state, couotr or
municipal
urdioance, 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 (not^~chr
or j{ the Couotvnzits authorized representative shall deem any ooud--t -'the part of
tile Contractor to be objectionable or improper, the [oonty sbaD - - right
to
suspend the contract of the ou bo ctor. 5buold tbe Cmnbactor fail to correct any such
violation, conduct, ur practice to the satisfaction uf the County, within twenty-four ( (24)
hours after receiving notice of such violation, conduct, orpractice, such suspension to
continue until the violation iacured. The Contractor further agrees not to cunn----
operation dozing the suspension period until the violation has been corrected to
sa�afacd000fdb e (� `^'^
uonLy.
10, TERMINATION. Should the Contractor be found to have failed to - . ^�� '-his
/ ���
as ioaoaoneceo�efactorytobhcC000tras�erd�oAgrecoent` the Lount?oay terminate
said agreement for cause; further either pazhv may terminate this \QTm- for
convenience with Uhirt7 (30) day written mn `e � ]�e�ou��ysbaU - bm sole judge of
non-performance.
In the event that the terminates t�� Contractor's County recovery against
the Coontv shall be UuiLzd to that portion of the Contract Amount paid th000�h the
du�o[�rminabon. The Con���r��aUnot beeobded� any o��or6��errecovery
against the County, iooudhig, but not limited to, any damages or any ondc profit
oo portions of the services not performed.
II. NO DISCRIMINATION. The Contractor a8reem that there shall h000 discrimination ms
tn race, sex, color, creed ornational origin.
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12. INSURANCE. The Contractor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $500,000 Per
Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage
Liability. This shall. include Premises and Operations; Independent Contractors;
Products and Completed Operations and Contractual Liability.
B. Business Auto Liability- Coverage shall have minimum limits of S500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage
Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and
Employee Non-Ownership.
C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a. minimum limit of $500,000 for
each accident.
D. Professional Liability: Shall be maintained by the Contractor to ensure its legal
liability for claims arising out of the performance of professional services under this
Agreement. Contractor waives its right of recovery against County as to any, claims
under this insurance. Such insurance shall have limits of not less than $500,000 each
claim and in the aggregate.
Special Recjuirements: Collier County Government shall be listed as the Certificate
Holder and included as an Additional Insured on tile Comprehensive General Liability
Policy.
Current, valid insurance policies meeting the requirement herein identified shall be
maintained by Contractor during the duration of this Agreement. The Contractor shall
Provide County with certificates of insurance meeting the required insurance
provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any
expiration date. Coverage afforded under the policies will not be canceled or allowed to
expire until the greater of: ten (10) days prior written notice, or in accordance with
policy provisions. Contractor shall also notify County, in a like manner, within thirty
(M) days after receipt, of any notices of expiration, cancellation, non-renewal or material.
change' in coverage or limits received by Contractor from its insurer, and nothing
contained herein shall relieve Contractor of this requirement to provide notice.
Contractor shall ensure that all subcontracLors/Isubcoi-tsultants comply with the same
insurance requirements that he is required to meet
13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the
Contractor shall indemnify and hold harmless Collier County, its officers and
employees from any and all liabilities, damages, losses and costs, including, but not
limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any
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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 indemnift= and defend under this
Article 13 will survive the expiration. or earlier termination of this Agreement until it is
determined by final judgment that an action against the County or an indemnified party
for the matter 'indemnified hereunder is fully and finally barred by the applicable statute
of Iimitations.
14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of
the Counter by the Communication and Customer Relations Department.
15. CONFLICT OF INTEREST. Contractor represents that it presently, has no interest and
shall acquire no interest, either direct or indirect, which would conflict in anv manner
with the performance of services required hereunder. Contractor further represents that
no persons having any such interest shall be. employed to perform those services.
16. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Insurance Certificate(s), Exhibit A Scope of Services and Exhibit B Price
Schedule.
17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and bet -ween
the parties herein that this agreement is subject to appropriation by the Board of County
Commissioners,
18. PROHIBITION OF GIFTS TO COUN'T'Y 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 1.12, Part
III, Florida Statutes, Collier County Ethics Ordinance No. 2004 -05, as amended, and
Count, 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
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specified period of time, including but not limited to: submitting bids, RFR and/or
7
quotes; and, c. immediate termination of any contract held b, the individual and/or
firm for cause.
19. COMPLIANCE WITH LAWS. By executing and entering into this agreement, the
Contractor is formallv acknowledging without exception or stipulation that it agrees to
comply, at its own expense, with all federal, state and local laws, codes, statutes,
ordinances, rules, regulations and requirements applicable to this Agreement, including
but not limited to those dealing with the Immigration Reform and Control. Act of 1986 as
located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be
amended; taxation, workers' compensation, equal employment and safety (including,
but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes), and the Florida
Public Records Law Chapter 119 (including specifically those contractual requirements
at F.S. § 119.0701(2)(a)-(d.) and (3))). If Contractor observes that the Contract Documents
are at variance therewith, it shall promptly notify the County in writing. Failure by the
Contractor to comply with the laws referenced herein shall constitute breach of this
agreement and the County shall have the discretion to unilaterally terminate this
agreement immediately.
I
20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect,
12. ADDITIONAL ITEMS /SERVICES. Additional items and/or services may be added to
this contract in compliance with the Purchasing Ordinance and Purchasing Procedures.
23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted
by this Agreement to resolve disputes between the parties, the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be
attended by representatives of Contractor with full decision-making authority and by
County's staff person who would make the presentation of any settlement reached
during negotiations to County for approval.. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this
Agreement, the parties -,hall attempt to resolve the dispute through Mediation before an
agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation
shall be attended by representatives of Contractor with full decision-making authority
and by County's staff person who would make the presentation of any settlement
reached at mediation to County's board for approval.. Should either party fail to submit
to mediation as required hereunder, the other party may obtain a court order requiring
mediation under section 44.102, Fla. Stat.
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24. VENUE. Any suit or action brought by either party to this Agreement against the other
parh, relating to or arising out of this Agreement must be brought in the appropriate
federal or state courts in Collier County, Florida, which courts have sole and exclusive
jurisdiction on all such matters.
25. KEY PERSONNEL/ CONTRACT STAFFING. The Contractor's personnel and
management to be utilized for this project shall be knowledgeable in their areas of
expertise. The County reserves the right to perform investigations as may be deemed
1 91 1
necessan,, to ensure that competent persons will be utilized in the performance of the
contract. The Contractor shall assign as many people as reasonably necessary to
complete the services on a timely basis, and each person assigned shall be available for
an amount of time adequate to meet the required service dates.
26. ORDER OF PRECEDENCE. In the event of an)), conflict between or among the terms of
an\, of the Contract Documents, the terms '
I of this Agreement and the Contractor's
Proposal, the Contract Documents shall take precedence.
28. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without
the prior consent in writing of the County. Any attempt to assign' or otherwise transfer
this Agreement, or any part herein, without the County's consent, shall be void, If
Contractor does, with approval, assign this Agreement or any part thereof, it shall
require that its assignee be bound to it and to assume toward Contractor all of the
obligations and responsibilities that Contractor has assumed toward the County.
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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,
irst Witness
1 Type /print witness name
Second Wi6ness
06V-11 Z/ 4—
Type/print �itness nameT
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
( 7�'
Joaj-Ln Ma -i
icz ir
C r
Procurement V &
Vision Internet Providers, Inc.
Contract-or
,signatur
"Type /print signature and titleT
Approved as to Form and Legality:
Assistant Cc unty Attbrnev
Print Name
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Exhibit A
Scope of Services
Collier County Website and e-Procurement Bidding System
Hosting and Maintenance
a. Contractor shall do all work and carry out all activities necessary for completion of Website
Maintenance and Hosting Services for www-colliergov.net, including the e-Procurement
Bidding System.
b. Contractor enters into this Agreement as an independent contractor and not as an employee
of the Client. The Contractor shall have no power or authority by this Agreement to bind the
Client in any respect. Nothing in this Agreement shall be construed to be inconsistent with this
relationship or status, All employees, agents, contractors or subcontractors hired or retained by
the Contractor are employees, agents-, contractors or subcontractors of the Contractor and not of
the Client. The Client shall not be obligated in any way to pay any wage claims or other claims
made against Contractor by any such employees, agents, contractors or subcontractors, or any
otherperson reSUItInIZ from performance of this Agreement.
,,
Contractor agrees to perform website maintenance for www,colliereov.net and the c-
Procurement Bidding System up to five (5) hours per month at a price of six hundred thirty -
seven dollars ($636,70) per month. Maintenance beyond five (5) hours per month is optional
and considered Extra Work as described in Paragraph 3. Any unused hours in a given month
will be applied to the following month ("Surplus Hours"). In the event there are Surplus Hours
at the end of twelve (12 ' ) months, Contractor will allow Client to apply these hours to website
component development. provided that.-
a. Contractor has been paid in full, and on time each month,
b. Any work- to utilize Surplus Hours is requested by Client prior to the end of the
thirteenth month., and
C. Work requested by Client can be reasonably completed by Contractor by the end of the
fourte-entli month,
In the event that the conditions of 2 a, b., and c above are not fulfilled then all Surplus Hours are
forfeited.
3. Additional services not covered in this Agreement and extra work work beyond the five (5)
hours per month) may be requested by Client from time to time under this Agreement Extra
Work"). Extra Work will be billed at prevailing hourly rates which are currently as stated in Exhibit B
— Price Schedule, attached herein and incorporated by reference. Client shall be responsible for any or
all additional fees including, without limitation: photography, stock images, illustration., scanning,
software, applications, or-dine promotion, marketing, cop), writing, redesign, change orders, Mailings,
and fees to any third party vendors if applicable,
4. Client understands that Contractor will perform maintenance to be compatible with existing
Client website utilizing the Vision Internet Content Management Tool. t,
5. Contractor does not warrant any results from the use of any web pages created under this
Agreement, including but not limited to, the number of page or site visitations, download speed,
database perf'ormance, or the number of hits or impressions.
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6. Although Contractor may offer an opinion about possible results regarding the subject matter of
this Agreement. Contractor cannot guarantee any particular result. Client acknowledges that
Contractor has made no promises about the outcome and that any opinion offered by Contractor in,
the future will not constitute a guaranty.
7. Contractor shall provide website hosting '-- for www.colliergov.net, hereinafter "website ". for the
Client including, but not limited to, the following;
• Microsoft Windows Server 2008
• Microsoft SQL Server 2005
• 10 GB of storage
• Unlimited T3 bandwidth (over a 100 Mbps digital line)
• Tape backup
• Monthly web usage statistics reports
• Guaranteed 99.9XO uptime
• Redundant server and disk storage
• Power failure equipment including battery backup
• Redundant ,em-rator backup
• Full climate control
• Security access via ID, palm scanner, and key card
• 24/7 monitoring
8. Contractor guarantees a maximum forty eight (48) hours turnaround for most support issues,
most of which are handled within an hour of reporting. Telephone and email support hours are 6:00
am to 6:00 pm Pacific Standard Time (PST), Monday to Friday, excluding holidays ("Business
Hours"), with emergency support available 24 hours a day, 7 days a week.. In case of an
emergency, a cell phone number is provided by Contractor to -client for assistance. An emergency
is defined as the website being down for more than ten (10) minutes,
9. Each Party warrants that it holds all rights necessary to display all the images, data. information
C'
or other items being displayed at the Client's web pages during the effective period of this
Agreement. Client expressly authorizes Contractor to display and/or modify any Client supplied
images., data., information and other items in connection with the services, provided herein.
10. Client agrees to use the website in strict accordance with, but not limited to, all local, state, and
federal laws. Client hereby agrees that any text, data, graphics, hics. or any other material published by
Client on its website is free from violation of or infringement upon copyright, trademark, service
mark, patent, trade secret, statutory, common
. r law or proprietary or intellectual property rights of
others, and is free from obscenity o libel.
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I I . The waiver by one Party of any term or condition of this Agreement, or any breach thereof
shall not be construed to be a general waiver by said Party, or as a waiver of any other term or
breach,
12. It is understood and agreed that if any interpretation is to be made of this Agreement, the same
shall not be construed for or against any of the Parties,
13. CONTRACTOR MAKES NO WARRANTY OF ANY KIND. WHETHER EXPRESS OR
11,4PLIED, OF MERCHANTABILIT)" OR FITNESS OF THIS SERVICE FOR A PARTICULAR
PURPOSE WHATSOEVER. In no event, at any time, shall the aggregate liability of Contractor
-3 zn
exceed the amount of fees paid by Client to Contractor and Contractor shall not be responsible for
any lost profits or other damages, including direct, Indirect. incidental. special, consequential ntial or
any other damages, however caused.
ZD
14, All rates payable to Vision Internet hereunder are payable in U.S. funds, which rate shall be
increased by three percent (3%) per year, for each year of the Contract Term, and anv and all
extension or renewal terms. If the Term of this Agreement is extended or renewed beyond two (2)
years, all of the terms and conditions of this Agreement shall continue, unmodified, in full force
and effect, until the end of the Iasi applicable renewal or extension term, except that all rates, fees,
charges, and compensation payable to Contractor hereunder shall be increased by a maximum of
three percent (3%) per year, for each annual extension or renewal period extending the term hereof.
Notwithstanding the foreuoing. this Section shall not apply to the e-Procurement Bidding System
hosting rate which is capped at 5200.00 per month,
15. Notwithstanding anything to the contrary, Client understands and agrees that Contractor shall
retain all right, title, and interest to the Vision Content Management Tool (also known as the
Vision Internet Content Management Tool. VCMITI. VCNIS and the Vision Content Management
System), and Dynamic and Interactive Components, L,
Pap I I of 12
Page
Page -1928-
Exhibit B
Price Schedule
Website Hosting
e-Procurement Online Bidding System Hosting
Monthly Website Maintenance
Up to 5 hours a month
Above 5 hours a month
Extra Work
HTML Programming, Data Input
Graphic Production
Quality Assurance, Testing, Debugging, Webmaster Services
Consulting, Project Management, Database Design,
Dynamic Programming
Graphic Design, Training
Straight flatbed scanning
Websites exceeding IOGB of storage
Touch up work to images billed at Graphic Design
hourly rate
Page 12 of 12
Packet Page -1929-
6/23/2015 16.E.1.
$231.53/month
5200.00 /month
$636.70/month
Extra Work
$85/hour
$95/hour
$105/hour
$135/hour
$125/hour
$10 per scan
$50/ month per
increment in excess
5GB
.'
6/23/2015 16.E.1.
Collier County
Waiver Request
Instructions
Completed waiver requests must be submitted to the department's procurement professional for-any amount above
$3,000;
Purchases above'$30Wrequire three quotes orformal competition, The department must provide justification to
Purchase to request consideration to waive the competitive ;purchasing process and, purchase from a
single vendor, Waivers of greater than $50,000 will require, approval by the :Board of County
Commissioners. "To quafify.far a waiver: select a waiver category. provide an explanation of the research
conducted and the supporting rationale, and. acquire th+s'approval:sigrtatura °� dour ifirector. Send the waiver
request; any research inforrrsatiori and contract materialsto your purchasing p rofessional in Purchasing.
Requester Name: cat Bigelow
Vendor Name:
vishon tnrernEt
De artment: c &cR
Item/ service:
Webstte hosting & maintenance
Requisition #i (if applicable):
Anticipated Cost:
spa=imaivy$10,tm0 annually
Emergency_: Describe the public health or safety issues that requires the immediate product or service (i.e., The
supply of vaccination was completely depleted within hours of delivery to the employee health center; the current
vendor will not receive another shipment for 2 weeks).
Compatibility! Proprietary (One of a Kind or No Substitute Available): Describe the research completed to
determine that there is only one product or service capable of meeting the County's existing conditions and that no
other vendor can provide a product, component, or replacement part that may be substituted.
The County solicited a website design and hosting in 2005 (bid #105 -3864) approved by the Board on 0112410616.1'.4. It is in the
County's best financialltime interest, and the interest of the public, to retain Vision Internet for Its website hosting and services. This is a
' negotiated' replacement contract for a period of two years with one additional two year period.
Authored Distributor: Describe the research completed to find similar features and operability, and a letter from
the manufacturer naming the single source authorized distributor(s) in the southwest Florida region.
It is a felony to knowingly circumvent a competitive process for commodities or services by
fraudulently specifying sole source. Florida Statute 838.22(2).
Requested by: (- - —
' Date:
Lin 2 /
Department Direct ,✓
Date-
Procurement professi s ° """
Date/ J
/`
Packet Page -1930-
1 ti�
DeLeonDiana
Subject: FW: Vision Internet Announces Investment, New CEO 14 -6249
Begin forwarded message:
From: Vision Internet <info(c,visioninternet.com>
Date: September 2. 2014 at 12:15:12 PM EDT
To: JohnsonScott < ScottJohnson,,colliergov.net>
Subject: Vision Internet Announces Investment, New CEO
Reply -To: "dnachman(a),visionintemet.com" <dnachman()visioninternet.com>
Email not displaying correctly
View it in vour browser.
September 2, 2014
To Our Valued Customers:
6/23/2015 16. E.1.
We have some very exciting news to share and wanted you to be among the first to
know. Today we are announcing that Vision Internet has received a significant growth
capital investment from Los Angeles -based Caltius Equity Partners, which will allow us to
offer you more groundbreaking government technology solutions and even better client
services in the future. Concurrent with the investment; Steve Chapin will be transitioning
the day -to -day leadership role he has maintained since founding the company nearly 20
years ago. David Nachman will assume the role of CEO while Steve will remain an
investor in the company and will serve as an active advisor and member of our Board of
Directors. You can find our news release here.
What does this new leadership and investment in Vision Internet mean for you?
Your day -to -day interaction with our company will not change. Your sales representative
will remain the same, as will the excellent team of account managers and project
managers you have come to know and trust over the years, Together, we will continue to
listen to your needs and build on the productive partnerships we have established with
you and municipal leaders across the country.
What will change is our increased focus on accelerating the development of our website
components, features and functionality. We will expand and deepen our footprint across
North America, which will allow us to share even more best - practices, helping you meet
your agency's increasing need for technology that streamlines and increases the
effectiveness of local government.
We are excited to work together to serve you better than ever and to leverage the
increased energy of our Vision Internet team to continue to bring you "What's Next" in
Packet Page -1931-
6/23/2015 16.E.1.
online government.
We look forward to sharing more news and details with you in the months ahead,
Meanwhile, feel free to call us at 310 -656 -3100 if you have any questions.
Sincerely,
L -_ :==
Steve Chapin, Director David Nachman. CEO
.Si:Ca inT>.--
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Vision Internet is the national leader in government websites with nearly 600 government, non - profit, and education
clients across the U.S. and Canada, The websites we create are tailored to the needs of our clients and the communities
they serve, and are built on leading technology and content management tools.
Vision Internet I Innovators of Online Government
2530 Wilshire Blvd, 2nd FI, Santa Monica CA 90403
ph 886.263.8847 tax 310.556.3103
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Under Florida Law, e -mail addresses are public records. If you do not want your e -mail address released in response to a public records request, do not send
electronic mail to this entity. Instead, contact this office by telephone or in writing.
2
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