Agenda 06/14/2011 Item #16E1
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6/14/2011 Item 16.E.1.
EXECUTIVE SUMMARY
Recommendation to approve and authorize the Chairman to sign the Assumption
Agreement from Municipal Software Corporation to N. Harris Computer
Corporation as it relates to Contract #06~3962 HNew Divisional Software System
for Community Development and Environmental Services (CDES)."
OBJECTIVE: To assign Contract 06-3962 from the original party, Municipal Software
Corporation ("Municipal") to N. Harris Computer Corporation ("Harris").
CONSIDERATIONS: The contract involved in the assignment is Contract #06-39621
"New Divisional Software System for Community Development and Environmental.
Services (CDES)," between Collier County Board of County Commissioners ("County")
and Municipal dated March 27, 2007 (Agenda Item 10J). At the time the contract was
issued, CDES was a separate division. Since this time, CDES is now part of the Growth
Management Division and continues to utilize the services provided under this contract.
Harris purchased the assets of Municipal in 2008. However, Municipal was
amalgamated (merged into Harris) on January 1, 2011. County staff was notified on
March 9, 2011, of the name change. Following the Procurement Administration
Procedures, staff has acquired the necessary documents from Harris which have been
reviewed and approved by the County Attorney's staff. The Purchasing Department is
recommending approval of the assumption of this Contract by the new firm Harris.
FISCAL IMPACT: There is no fiscal impact.
GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact
associated with this Executive Summary.
LEGAL CONSIDERATIONS: The Assumption Agreement was drafted by the County
Attorney and is legally sufficient. A majority vote is required. - JAK
RECOMMENDATION: That the Collier County Board of County Commissioners
approves and authorizes the Chairman to sign the Assumption Agreement from
Municipal Software Corporation to N. Harris Computer Corporation for the CDES
computer software.
PREPARED BY: Diana De Leon, Contracts Technician, Purchasing Department
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6/14/2011 Item 16.E.1.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.E.1.
Item Summary: Recommendation to approve and authorize the Chairman to sign the
Assumption Agreement from Municipal Software Corporation to N. Harris Computer
Corporation as it relates to Contract #06~3962 "New Divisional Software System for Community
Development and Environmental Services (CDES)."
Meeting Date: 6/14/2011
Prepared By
Name: DeLeonDiana
Title: VALUE MISSING
5/19/2011 12:03:36 PM
Submitted by
Title: VALUE MISSING
Name: DeLeonDiana
5/19/2011 12:03:37 PM
Approved By
Name: SmithKristen
Title: Administrative Secretary,Risk Management
Date: 5/23/2011 8:22:56 AM
Name: WardKelsey
Title: Manager - Contracts Administration,Purchasing & Ge
Date: 5/23/2011 12:24:25 PM
Name: Carnell Steve
Title: Director - Purchasing/General Services,Purchasing
Date: 5/25/2011 7 :41 : 14 AM
Name: PriceLen
Title: Administrator - Administrative Services,
Date: 5/31/2011 2:59:56 PM
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Name: KlatzkowJeff
Title: County Attorney,
Date: 6/1/2011 8:15:10 AM
Name: StanleyTherese
Title: ManagementlBudget Analyst, Senior,Office of Management & Budget
Date: 6/6/2011 11 :41 :00 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 6/7/2011 8:52:38 AM
Name: OchsLeo
Title: County Manager
Date: 6/7/2011 9:20:20 AM
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6/14/2011 Item 16.E.1.
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6/14/2011 Item 16.E.1.
ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into as of , 2011, by
and between N. Harris Computer Corporation ("Harris") and Collier County, a political
subdivision of the State of Florida ("County").
WHEREAS, on March 27, 2007, the Collier County Board of County Commissioners
entered into Contract #06-3962 with Municipal Software Corporation ("Municipal") New
Divisional Software System for Community Development and Environmental Services (CDES)
(attached hereto as Exhibit A, and hereinafter referred to as the "Agreement"); and
WHEREAS, Harris hereby represents to Collier County that by virtue of an asset
purchase agreement Harris is the successor in interest to Municipal in relation to the Agreement;
and
WHEREAS, the parties wish to formalize Harris' 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. Harris 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. Harris will promptly deliver to County evidence of insurance consistent with
Section 11 of 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 Contractor shall be directed to:
CONTRACTOR:
Attention: Jeff Bender, CEO
N. Harris Computer Corporation
1 Antares Drive, Suite 400
Ottowa, Ontario Canada K2E 8C4
5. The County hereby consents to Harris' assumption of the Agreement. No waivers
of performance or extensions of time to perform are granted or authorized. The County will treat
Harris as the Contractor for all purposes under the Agreement.
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6/14/2011 Item 16.E.1.
IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption
Agreement effective as of the date fIrst above written.
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COLLIER COUNTY:
ATTE~T:
DWIGfIT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
, Deputy Clerk
FRED W. COYLE, CHAIRMAN
N. Harris Computer Corporation:
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;JeffBender, CEO
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Attest:
Corporate Secretary
By:
Date:
Date:
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6/14/2011 Item 16.E.1.
ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into as of , 2011, by
and between N. Harris Computer Corporation ("Harris") and Collier County, a political
subdivision of the State of Florida ("County").
WHEREAS, on March 27, 2007, the Collier County Board of County Commissioners
entered into Contract #06-3962 with Municipal Software Corporation ("Municipal") New
Divisional Software System for Community Development and Environmental Services (CDES)
(attached hereto as Exhibit A, and hereinafter referred to as the "Agreement"); and
WHEREAS, Harris hereby represents to Collier County that by virtue of an asset
purchase agreement Harris is the successor in interest to Municipal in relation to the Agreement;
and
WHEREAS, the parties 'wish to formalize Harris' 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. Harris 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. Harris will promptly deliver to County evidence of insurance consistent with
Section 11 of the Agreement.
3. Except as expressly stated, no further supplements to, or modifications of, the
Agreement are contemplated by the paliies.
4. Notice required under the Agreement to be sent to Contractor shall be directed to:
CONfRACTOR:
Attention: Jeff Bender, CEO
N. Harris Computer Corporation
1 Antares Drive, Suite 400
Ottowa, Ontario Canada K2E 8C4
5. The County hereby consents to HalTis' assumption of the Agreement. No waivers
of performance or extensions of time to perf 01111 are granted or authorized. The County ",ill treat
Harris as the Contractor for all purposes under the Agreement.
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6/14/2011 Item 16.E.1.
1)N WITNESS 'WHEREOF, the undersigned have executed and delivered this Assumption .
Agreem~nt effective as of the date first above written.
COLLIER COUNTY:
A TTES;r:
DWIGBT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
, Deputy Clerk
FRED W. COYLE, CHAIRMAN
N. Harris Computer Corporation:
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J_____ ..
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By: :--"'-' J'-.
'J eff Benaer, CEO
Date:
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Date:
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Approved as to form
and le~al sufficiency:
By:
Jeffrey A. Klatzkow
CoMnty Attorney
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6/14/2011 Item 16.E.1.
Contract 06-3962
New Divisional Software System for Community Development and Environmental Services
(CDES)
cONTRAcTuAL SERVICES AGREEMENT
TIllS AGREEMENT (hereinafter the nAgreemene) is made this 9f day of
fY\ar~ , 2007, (the "Effective Daten) by and between the Board of County
Commissioners for Collier County, Florida, a political subdivision of the State of Florida,
(hereinafter the "County"), and Municipal Software Corporation, a British Columbia
incorporated company, with its principal place of business at 4464 Markham Street, Suite 1108,
Victoria, BC, V8Z 7X8 (hereinafter the "Vendor"). The County and the Vendor are sometimes
hereinafter. individually referred to as "Party" and hereinafter collectively referred to as the
"Parties. "
RECITALS
A.
The Vendor desires to perform and assume responsibility and. obligation for the
provision of certain professional services, as hereinafter described, on the terms
and conditions set forth herein. Vendor represents that it is experienced in
providing business process automation and implementation services to public
clients, is licensed in the State of Florida and is familiar with the scope of work of
the County.
B. The County desires to engage Vendor to render such services, as hereinafter
described, for the New Divisional Software System for Community Development
and Environmental Services (CDES) (the "Project") on the terms and conditions
set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the County and the Vendor agree as follows:
OPERATIVE PROVISIONS
SECTION I
ENGAGEMENT AND SERVICES OF THE VENDOR
1.
Engagement of Vendor. The County hereby engages the Vendor, and the Vendor
promises and agrees to furnish to the County, subject to the terms and conditions set forth
in this Agreement, all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional services
necessary for the Project (the "Services"). The Services are more particularly described
in Exhibit A, RFP 06-3962 New Divisional Software System for Cominunity
Development and Environmental Services (CDES), attached hereto and incorporated
herein by reference. The Vendor agrees to perform the Services in accordance with the
terms and conditions of this Agreement, the exhibits attached hereto and incorporated
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i herein by reference, and all applicable local, state and federal laws, rules and regulations
i in effect at the time the Services are provided.
2. i Performance of the Vendor: Standard of Care. The Vendor accepts the relationship of
itrust and confidence established between the County and the Vendor by theterms of this
i Agreement. The Vendor covenants with the County to perform all Services under this
'Agreement in a skillful and competent manner, consistent with or in excess of the
! standards of skill, quality and care adhered to by recognized professionals in the same
i discipline in the State of Florida while performing services of a like or similar nature
! under like or similar circumstances. Vendor represents and maintains that it is skilled in
:the professional calling necessary to perform the Services, and that it shall consider all
!recent proven and tested methods known and successfully employed by recognized
!professionals in the same discipline in the state of Florida. Vendor shall also cooperate
jwith the County and any other consultants or contractors engaged by or on behalf of the
i County in perform~ce of the Project. The Vendor covenants to use its commercially
ireasonable efforts to perform its duties and obligations under this Agreement in an
lefficient, expeditious and economical manner, consistent with the. best interests of the
; County and the professional standard of care set forth in this Agreemen~.
SECTION II
RESPONSffiILITIES OF THE VENDOR
1. iThe Vendor's Responsibilities for Costs and Expenses. Except as otherwise expressly
istated herein, the Vendor shall be solely responsible for all costs and expenses incurred
:relative to the Vendor, personnel of the Vendor and sub-Vendors of the Vendor in
:connection with the performance of the Services, including, without limitation, payment
iof salaries, fringe benefits contributions, payroll taxes, withholding taxes and other taxes
ior levies, office overhead expense, travel expenses, telephone and other
!telecommunication expenses, and document reproduction expenses.
2. iIndependent Contractor. The Services shall be performed by Vendor or under its
isupervision. Vendor shall determine the means, methods and details of performing the
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'Services subject to the requirements of this Agreement. The Vendor represents that it
ipossesses the professional and technical personnel required to perform the Services. The
ICounty retains Vendor on an independent contractor basis and not as an employee of the
iCounty. Vendor retains the right to perform similar or different services for others during
rthe term of this Agreement. The personnel performing the Services on behalf of the
'Vendor shall at all times be under the Vendor's exclusive direction and control. The
rv endor shall pay all expenses, including, without limitation, all wages, salaries, fringe
~enefit contributions, payroll taxes, withholding taxes, other taxes or levies and all other
:amounts due such personnel for the Services or due oth~rs as a result of the performance
~y such personnel of the Services. Vendor shall be responsible for all reports and
pbligations respecting such additional personnel, including, but not limited to, all reports
!for social security taxes, income tax withholdiri.g, unemployment insurance, disability
~nsurance, and workers' compensatIon insurance.
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6/14/2011 Item 16.E.1.
3.
Vendor's Proiect Manager. The Vendor shall designate and assign a project manager
("Project Manager"), who shall coordinate all phases of the Services and act as the
Vendor's representative for performance of this Agreement. The Project Manager shall
have full authority to represent and act on behalf of the Vendor for all purposes under this
Agreement, and shall be available to the County at all reasonable times. The Project
Manager shall supervise and direct the Services, using his or her best skill and attention,
and shall be responsible for all means, methods, techniques, sequences and procedures
employed by Vendor's personnel, as well'as the satisfactory coordination of all portions
of the Services under this Agreement. The Vendor designates David Gray to be its
Project Manager, but reserves the right to appoint another person as Project Manager
upon written notice to the County.
4.
Key Personnel. Vendor has represented to County that certain key personnel will
perform and coordinate the Services under this Agreement. Should one or more of such
personnel become unavailable, Vendor may substitute other personnel of at least equal
competence upon written approval of County. As discussed below, any personnel who
fail or refuse to perform the Services in a manner acceptable to the County, or who are
determined by the County to be uncooperative, incompetent, a threat to the adequate or
timely completion of the Project or a threat to the safety of persons or property, shall be
promptly removed from the Project by the Vendor at the request of the County.
4.1 Attached as Exhibit F is a listing of all key personnel Vendor intends to assign to the
Project to perform the Services required hereunder. All personnel identified in Schedule
F shall not be removed or replaced without County's prior written consent.
5.
Personnel: Licenses. The Vendor represents and warrants that it and all personnel
engaged in performing Services are and shall be fully qualifIed, authorized and permitted
under state and local law to perform such Services. The Vendor shall be responsible to
County for any errors or omissions in the execution of the Services under this Agreement.
The Vendor represents and warrants that it and all personnel and sub-Vendors engaged in
performing the Services have all licenses, permits, qualifications, and approvals of
whatever nature that are legally required to perform the Services under this Agreement.
The Vendor further represents and warrants that it, its employees and sub-Vendors shall
keep in effect all such licenses, permits, qualifications and other approvals during the
term of this Agreement. Any personnel performing Services under this Agreement who
are determined by the County to be uncooperative, incompetent, a threat to the adequate
or timely completion of the Project, or a threat to the safety of persons or property, or any
personnel who fail or refuse to perform the Services in a manner acceptable to the
County, shall be promptly removed from the Project by the Vendor and shall not be
.re-employed to perform any of the Services or to work on the Project.
6.
Time of Performance. The Services to be performed by Vendor under and pursuant to
this Agreement shall be completed as directed by the County's .Project Administrator by
November 1, 2008 ("the Completion Date") and shall be commenced subsequent to the
execution of this Agreement upon written Notice to Proceed from the County for all or
any designated portion of the Project and shall be performed and completed in
accordance with the Project hnplementation Schedule attached hereto and made a part
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p.ereof as Exhibit H, unless earlier terminated as provided herein, or as may be modified
(by mutual written agreement. Vendor shall perform the Services expeditiously, within the
~erm of this Agreement, and in accordance with any schedule of services mutually
acceptable to the Parties.
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7. Software License and Support Agreement. The vendor will provide the software licenses
identified in Exhibit B for the County's use as governed by its Software License and
Support Agreement, a copy of which is attached as Exhibit C.
8. ~scrow Agreement. The vendor has provided for a software escrow agreement, a copy of
!Which is attached as Schedule B to Exhibit C, which provides for access to software
~ource code under certain circumstances that are defined in the agreement. For purposes
bf this Agreement the term "Source Code" shall mean the source code or codes of the
!Application Software including all updates, revisions, releases or new versions of the
~ource code to correspond with all updates, revisions, releases or new versions of the
)Application Software which are provided to Collier County by the Vendor from time to
itime, and shall include supporting documentation in sufficient detail to enable Collier
~ounty to use, support, maintain and enhance the Application Software.
9. Consistency with County Policies. The Vendor shall discuss and review with the County
!Project Manager in advance of all critical decision points all matters relating to the
Services in order to ensure that the Services proceed in a manner consistent with the
goals and policies of the County.
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10. Conformance to Applicable Requirements. All aspects of the provision of the Services
~y Vendor shall conform to all applicable County, county, state, and federal laws, rules
~d regulations in effect at the time the services are provided.
11. !Insurance. Without limiting the Vendor's indemnification obligations, the Vendor shall
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pbtain, provide and maintain during the term of this Agreement, at its own expense, a
policy or policies of liability insurance of the type and amounts described below and
~atisfactory to the County. Vendor shall also require all of its sub-Vendors to obtain,
provide, and maintain insurance which meets the same requirements contained herein.
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lA. Prior to the commencement of the Services, the Vendor shall provide evidence
satisfactory to the County that it has secured the following types and amounts of
insurance:
(1 ) Workers' compensation insurance covering all employees and principals
of the Vendor, Statutory Limits of Florida Statutes; Chapter 440 and all
Federal Government. Statutory Limits and Requirements in a minimum
amount of $1 million per accident;
(2) Commercial general liability insurance (Occurrence Form) patterned after
the current I.S.O. occurrence form with no limiting endorsements,
covering third party liability risks, including without limitation,
contractual liability, in a minimum amount of $2 million per occurrence
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6/14/2011 Item 16.E.1.
for bodily injury, personal injury, and property damage. If commercial
general liability insurance or other form with a general aggregate limit is
used, either the general aggregate shall apply separately to this Project, or
the general aggregate limit shall be twice the occurrence limit;
(3) Commercial auto liability and property insurance covering "any auto",
OwnedINon-ownedlHired Automobile included, with a minimum limit of
$1 million combined single limit per accident for bodily injury and
property damage.
(4) Errors anq omissions professional liability insurance appropriate to
Vendor's profession. Such insurance shall be in an amount not less than
$1,000,000 per claim, and shall be endorsed to include contractual
liability.
B.
The commercial general liability and automobile policies shall contain the
following provisions, or Vendor shall provide endorsements on forms approved
. by the County to add the following provisions to the insurance policies: (1) the
County, its officials, officers, employees and agents shall be covered as additional
insureds with respect to the Services or operations performed by or on behalf of
the Vendor, including materials, parts or equipment furnished in connection with
such work; and (2) the insurance coverage shall be primary insurance as respects
the County, its officials, officers, employees and agents, or if excess, shall stand
in an unbroken chain of coverage excess of the Vendor's scheduled underlying
coverage. Any insurance or self-insurance maintained by the County or its
officials, officers, employees or agents shall be excess of the Vendor's inSurance
and shall not be called upon to contribute with it in any way.
C. All policies shall contain the following provisions, or Vendor shall provide
endorsements on forms approved by the County to add the following provisions to
the insurance policies: (1) coverage shall not be suspended, voided, canceled or
reduced by either party except after thirty (30) days prior notice has been given in
writing to the County; provided, however, in the case of non-payment of
premium, ten (10) days notice will be provided; (2) any failure to comply with
reporting or other provisions of the policies, including breaches of warranties,
shall not affect coverage provided to the County, its officials, officers, employees
and agents.
D. All insurance required by this Section shall contain standard separation of
insureds provisions. In addition, such insurance shall not contain any special
limitations on the scope of protection afforded to the County, its officials,
officers, employees and agents.
E.
Any deductibles or self-insured retentions, or any revisions thereto made during
the time such insurance is required to be maintained pursuant to this Agreement,
must be declared to and approved by the County. If such deductibles or self-
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insured retentions are not acceptable to County, Vendor shall meet with County to
determine an acceptable solution, such as, but not limited to: (1) reducing or
eliminating such deductibles or self-insured retentions as respects the County, its
officials, officers, employees and agents; or (2) Vendor's procurement of a bond
guaranteeing payment of losses and related investigation costs, claims and
administrative and defense expenses.
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All Insurance is to be placed with insurers with a current A.M. Best's rating no
less than B+:VIII, licensed to do business in Florida, and satisfactory to the
County.
!G.
Vendor shall furnish County with original certifIcates of insurance and
endorsements effecting coverage required by this Agreement on forms
satisfactory to the County. The certifIcates and endorsements for each insurance
policy shall be signed by a person authorized by that insurer to bind coverage on
its behalf, and shall be on forms provided by the County if requested. All
certifIcates and endorsements must be received and approved by the County
before work commences. The County- reserves the right to require complete,
certified copies of all required insurance policies, at any time.
H.
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The Vendor shall give to the County prompt and timely notice of any claim made
or suit instituted arising out of the Vendor's operation hereunder. The Vendor
shall also procure and maintain, at its own cost and expense, any additional kinds
of insurance, which in its own judgment may be necessary for its proper
protection and performance of the Services.
The Vendor shall include subcontracting Vendors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each sub.
Vendor. It is understood that additional insureds are not possible on the Vendor's
errors and omissions professional liability policy. All coverage for each sub-
Vendor shall be subject to the requirements stated herein.
12. iProhibition A!!ainst Transfers. The Vendor shall not assign, sublease, hypothecate, or
;transfer this Agreement, or any interest therein, directly or indirectly by operation of law
iwithout the prior written consent of the County. Any attempt to do so without the prior
,written consent of the County shall be null and void, and any assignee, sub-lessee,
ihypothecate or transferee shall acquire no right or interest by reason of such attempted
[assignment, hypothecation, or transfer.
13. iPro!rress. The Vendor is responsible to keep the County Project Manager and/or his or
~er duly authorized designee informed on a regular basis regarding the status and
!progress of the Services, activities performed and planned, and any meetings that have
been scheduled or are desired relative to the Services or this Agreement.
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14. Confidentiality. No news releases, including photographs, public announcements or
~on:firmations of the same, of any part of the subject matter of this Agreement or any
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~hase of the Services shall be made without prior written consent of the County, such
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6/14/2011 Item 16.E.1.
consent to not be unreasonably withheld, and provided in a timely manner. The
information which results from the Services in this Agreement is to be kept confIdential,
unless the release of information is authorized by the County. All Report Materials,
either created by or provided to Vendor in connection with the performance of this
Agreement, shall be held confidential by Vendor. Such materials shall not, without the
prior written consent of County, by used by Vendor for any purposes other than the .
performance of the Services. Nor shall such materials be disclosed to any person or
entity not connected with the performance of the Services or the Project. Nothing
furnished to Vendor which is otherwise known to Vendor or is otherwise generally
known, or has become known, to the related industry, shall be deemed confIdential.
Vendor shall not use County's name or insignia, photographs of the Project, or any
information pertaining to the Services or the Project in any magazine, trade paper,
newspaper, television or radio production or other similar medium without the prior
written consent of County. This section is subject to the requirements of the Florida
Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286,
Fla. Stat.
15.
No Set Hours/Right to Contract. The Vendor's obligation hereunder is to complete the
Services in accordance with this Agreement and to meet any deadlines established
pursuant to this Agreement. The Vendor has no obligation to work any particular
schedule, hours or days, or any particular number of hours or days. However, the Vendor
shall coordinate with the County in achieving the results and meeting the goals
established pursuant to this Agreement.
16. Accounting Records. Vendor shall maintain complete and accurate records with respect
to all costs and expenses incurred under this Agreement. All such records shall be clearly
identillable. Vendor shall allow a representative of County during normal business hours
to examine, audi'4 and make transcripts or copies of such records and any other
documents created pursuant to this Agreement. Vendor shall allow inspection of all work,
data, documents, proceedings, and activities related to the Agreement for a period of
three (3) years from the date of fmal payment under this Agreement.
17. Safety. Vendor shall execute and maintain its Services so as to avoid injury or damage to
any person or property. In carrying out its Services, the Vendor shall at all times be in
compliance with all applicable local, state and federal laws, rules and regulations, and
shall exercise all necessary precautions for the safety of employees appropriate to the
nature of the work and the conditions under which the work is to be performed.
SECTION ill
RESPONSffiILITIES OF THE COUNTY
1.
Cooperation. The County shall cooperate with the Vendor relative to the provisions of
the Services. To the extent permitted by applicable law, the County shall provide criteria
and information in its possession, or reasonably obtainable by it, as requested by Vendor,
and shall make that information and related data available for Vendor's use during the
performance of this Agreement. The County shall render decisions required by this
Agreement within the time indicated, or if not specifically stated, with reasonable
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promptness so as not to unduly delay the progress of V endor's Services.
2. County's Proiect Manager and Proiect Staff. The County shall designate and assign a
County project manager ("County Project Manager") who shall have full authority to
represent and act on behalf of the County' for all purposes under this Agreement. The
County Project Manager, or hislher designee, shall be the principal officer of the County
for liaison with the Vendor, and shall review and give approval to the details of the
Services as they are performed, in particular, but not exhaustively, Project Plan,
Functional Requirement SpecifIcations, Statements of Work; Acceptance Plans,
i Statements of Completion, Change Order Requests. In addition, the County Project
i Manager shall ensure proper and timely availability of all County personnel required by
i the Vendor for successful completion of project tasks, in particular, but not exhaustively,
i Business and Systems Analysts, IT staff, Subject Matter Experts. The County designates
! Gary Mullee to be its County Project Manager, but reserves the right to appoint another
i person as County Proj ect Manager upon written notice to the Vendor.
3. iPro;ect Plan. The County shall be responsible for meeting specific milestones and
iproviding specifIc deliverables that will be defined and mutually agreed to in the Project
! Plan. Should the County fail to meet the agreed milestones or to provide the agreed
i deliverables, the Vendor will inform the County of the consequences thereof and reserves
1 the right to modify the project plan accordingly.
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4. ! Application Software Acceptance Testing. Shall be in accordance with acceptance
i testing criteria outlined in Exhibit E.
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4.1! Review and Correction. Collier County will either (i) notify Vendor in writing that the
i Application Software meets the Acceptance Tests and is accepted by Collier County, or
(ii) notify Vendor in writing that the Application Software fails to meet the Acceptance
Tests. Collier County shall be deemed to have accepted the phase of the Application
Software in the event no written notice of acceptance or defIciencies is provided to
Vendor on or before expiration of the aforesaid acceptance test period.
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4.2! Time period for correction. If Collier County notifies Vendor that th.e Application
Software does not satisfy any or all of the Acceptance Tests, Collier County will set
forth a list of the errors or omissions which have caused the Application Software not to
: meet the Acceptance Tests to the extent known by the Collier County. After
i notifIcation of a failure of the Application Software to meet the Acceptance Tests,
! Vendor shall have twenty (20) business days from the date that Vendor receives the list
i of errors and omissions to modify or improve the Application Software to meet the
! Acceptance Tests. The Application Software will then be retested in the same manner.
! Collier County shall not be required to allow the acceptance testing to proceed for more
i than two (2) twenty (20) day periods.
,
5. !Statement of Completion. Providing that project milestones have been met, the_County
ishall not unreasonably withhold signature of a statement of completion within thirty (30)
idays after go-live for each project phase that has been accepted by the County.
Packet Page -1723-
.
.
.
6/14/2011 Item 16.E.1.
SECTION IV
COMPENSATION
1. Compensation. In consideration of the performance by Vendor of the Services, the
County shall pay to the Vendor compensation at the rates set forth in Exhibit B, Payment
Milestones and Deliverables, attached hereto and incorporated herein by reference. Total
compensation under this Agreement shall not exceed $1,996,272.00 (one million nine
hundred ninety six thousand two hundred seventy two dollars) without written approval
of the. County's Project Manager (the "Compensation").
2. Extra Service. The Vendor shall not receive additional compensation for any extra
service unless such extra service has been authorized in writing in the form of a Change
Order signed by both parties prior to the commencement of the extra service. The
County shall pay the Vendor for extra service as mutually negotiated by the parties. As
used herein, "Extra Service" means any work which is determined by County to be
necessary for the proper completion of the Project, but which the Parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
3.
IncentiveIDisincentive Payments: At a future time, the County may desire to expedite
performance on this Contract. In order to achieve this, an incentive - disincentive
provision may be established in the form of a written change order to the contract as
mutually agreed upon by the parties.
4. Payment of Compensation. The Vendor shall submit invoices to the County on a
monthly basis, or on such other basis as may be mutually agreed upon by the Parties.
Each invoice will be itemized. The County shall pay the Vendor for the performance of
this Agreement upon completion of the work as accepted and approved by the County's
Project Manager or his designee. Payments shall be made to the Vendor when requested
as work progresses, but not more frequently than once per month, less 10% retainage
which shall be held by the County until satisfactory completion of the Vendor's work.
Payment will be made upon receipt of a proper invoice and in compliance with Section
218.70, Fla. Stats. otherwise known as the "Florida Prompt Payment Act".
5. Reimbursements. Vendor shall not be reimbursed for any expenses unless authorized in
writing by County. Such reimbursable expenses, if approved, shall include only those
expenses which are reasonably and necessarily incurred by Vendor in the interests of the
Project. Reimbursable expenses wili be paid only at the actual cost to the Vendor, with
no mark-up for overhead or profIt.
6.
Disputed Sums. The County may withhold payment of any disputed portion of
Compensation until resolution of the dispute with the Vendor. Such withholding by the
County shall not be deemed to constitute a failure to pay by the County. The Vendor
shall not have the right to allege a breach of this Agreement for failure to pay by the
County and to discontinue its performance of the Services hereunder for a period of thirty
(30) days from the date Compensation is withheld hereunder. The County's Project
Manager and the Vendor's Project Manager shall attempt to promptly resolve the dispute.
The Vendor shall have an immediate right to appeal to the County Manager with respect
Packet Page -1724-
6/14/2011 Item 16.E.1.
I to withheld amounts. The determination of the County Manager with respect to such
;matters shall be final, subject to the mediation provisions provided herein. The Vendor
i shall be entitled to receive interest on any portions of the Compensation withheld which
I
! are thereafter deemed to be properly payable to the Vendor at the rate of seven percent
i(7%) per annum, simple interest. Nothing herein shall be construed as limiting the
;Parties rights to pursue all available legal remedies.
!
7. iMediation. Should any dispute arise out of the termination or abandonment of this
iAgreement, any party may request that it be submitted to mediation. The parties shall
imeet in mediation within 30 days of a request. The mediator shall be agreed to by the
imediating parties; in the absence of an agreement, the parties shall each submit one name
ifrom mediators listed by the American 'Arbitration Association, Judicial Arbitration and
!Mediation Service (JAMS) or other agreed-upon service. The mediator shall be selected
iby a "blindfolded" process. The mediation shall take place 'in Naples, Florida.
i
!The cost of mediation shall be borne equally by the parties. Neither party shall be
ideemed the prevailing party. No party shall be permitted to fIle a legal action arising out
lof the termination or abandonment of this agreement without first meeting in mediation
land making a good faith attempt to reach a mediated settlement. The mediation process.
:once commenced by a meeting with the mediator, shall last until agreement is reached by
ithe parties but not more than 30 days, unless the parties extend the maximum time by
;mutual agreement.
1
SECTION V
EXPIRATION AND TERMINATION
1. :Events of Default. Each of the following events shall constitute an "Event of Default":
I
lA. The Vendor shall fail to observe, perform or comply with any material te~
covenant, agreement or condition of this Agreement which is to be observed,
performed or complied with by the Vendor,. if such failure continues uncured for
thirty (30) calendar days after the County gives the Vendor written notice of the
failure and the specific nature of such failure.
:8. The Vendor shall commit any fraud, misrepresentation, breach of fiduciary duty,
willful misconduct, or intentional breach of any provision of this Agreement.
2. rTermination Upon Event of Default. In addition to any other available legal or equitable
!rights or remedies, upon an Event of Default by the Vendor, the County shall have the
~ght to terminate this Agreement upon written notice to the Vendor.
I
3. Expiration. Unless extended as provided for herein, this Agreement shall naturally expire
Fn the Completion Date. . '
Packet Page -1725-
.
.
.
6/14/2011 Item 16.E.1.
4. Payment Upon Termination. Upon a termination of this Agreement, the Vendor's recovery
against the County shall be limited to that portion of the Contract Amount earned through
the date of termination, together with any retainage withheld. 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.
5. Termination by Vendor. Vendor may terminate this Agreement only upon the substantial
breach by the County of a material provision of this Agreement.
VI
GENERAL PROVISIONS
1. Nondiscrimination by the Vendor. The Vendor represents and agrees that the Vendor, its
affiliates, subsidiaries, or holding companies do not and will not discriminate against any
subcontractor, Vendor, employee, or applicant for employment because of race, religion,
color, sex, handicap, national origin or any other protected classifIcation under federal or
state law. Such nondiscrimination shall include, but not be limited to, the following:
employment, upgrading, demotion,. transfers, recruitment, recruitment advertising, layoff,
termination, rates of payor other forms of compensation, and selection for training,
including appren,ticeship.
2.
County's Rights to Employ Other Vendors. The County reserves the right to employ
other Vendors in connection with this Project.
3. Conflicts of Interest Prohibited Interests.
A. Vendor 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. Vendor further represents that no persons having
any such interest shall be employed to perform those services.
B. Vendor maintains and warrants that it has not employed or retained any company
. or person, other than a bona fIde employee working solely for Vendor, to solicit
or secure this Agreement. Further, Vendor warrants that it has not paid or agreed
to pay any company or person, other than a bona fide employee working solely
for Vendor, any fee, commission, percentage, brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, County shall have the right
to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of County, dtuing the term of his or her service with
County, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom. .
4.
Subcontracting. The Vendor shall not subcontract any portion of the Services except as
expressly stated herein, without prior written consent of the County. Subcontracts, if any,
shall contain a provision making them subject to all provisions stipulated in this
Agreement.
Packet Page -1726-
6/14/2011 Item 16.E.1.
5. :Waiver. No waiver of any default shall constitute a waiver of any other breach or default,
!whether of the same or any other covenant or condition. No waiver, benefit, privilege, or
iservice voluntarily given or performed by other parties shall give the other any
~ontractual right by custom, estoppel, or otherwise.
I
6. JNotices. All notices required hereunder shall be given in writing and shall be deemed
!duly served if mailed or faxed to the following addresses or such other addresses as the
i
tparties may designate by written notice:
!
[To the County:
Collier County Board of County Commissioners
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell
Purchasing and General Services Director
Fax: 239-530-6584
I
tro the Vendor:
Municipal Software Corporation
Suite 1108,4464 Markham Street
Victoria, Be V8Z 7X8
Attention: lain McLean, CEO
Notice shall be deemed received as follows, depending upon the method of transmittal:
py facsimile, as of the date and time sent; by messenger, as of the date delivered; and by
p.S. Mail, certified, return receipt requested, as of five (5) days after deposit in the u.S.
Mail. Actual notice shall be deemed adequate notice on the date actual notice occurred,
tegardless of the method of service.
I
i
7. 1-\.uthority to Enter Agreement. The Vendor has all requisite power and authority to
conduct its business and to execute, deliver and perform all of its obligations under this
Agreement. Each Party warrants that the individuals who have signed this Agreement
pave the legal power, right and authority to enter into this Agreement so as to bind each
respective Party to perform the conditions contemplated herein.
!
8. Severability. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable. the remaining provisions of this Agreement
~hall continue in full force and effect.
!
9. rime is of the Essence. Time is of the essence in this Agreement, aIJ.d all parties agree to
hecute all documents and to proceed with due diligence to complete all covenants and
fonditions set forth herein.
I
10. hoverning Law and Venue. This Agreement shall be construed in accordance with, and
governed by, the laws of the State of Florida. Any lawsuit brought to enforce this
{\greement shall be brought in the appropriate court in Collier County, State of Florida.
I
i
Packet Page -1727-
.
.
..
6/14/2011 Item 16.E.1.
11. Days. Any term in this Agreement referencing time, days, or period for performance
shall be deemed to be calendar days and not work days.
12. Entire Agreement. This Agreement contains the entire agreement of the County and the
Vendor, and supersedes any prior or written statements or agreements between the
County and the Vendor. No supplement, modification, or amendment of this Agreement
shall be binding unless executed in writing by both Parties.
13. Binding on Assigns. Each and all of the covenants and conditions of this Agreement
shall be binding on, and shall inure to, the benefIt of the successors and assigns of the
respective parties.
14. Counterparts. This Agreement may be signed in counterparts, each of which shall
constitute an original and which collectively shall constitute one instrument.
15. Captions. The captions of the various articles and paragraphs are for convenience and
ease of reference only, and do not defme, limit, augment or describe the scope, content or
intent of this Agreement.
16. Construction. Since the Parties or their agents have participated fully in the preparation of
this Agreement, the language in all parts of this Agreement shall be construed simply,
according to its fair meaning and not strictly for or against any party.
17. Cooperation/Further Acts. The Parties shall fully cooperate with one another in attaining
the purposes of this Agreement. In connection therewith, the Parties shall take any
additional further acts and steps and sign any additional documents as may be necessary,
appropriate and convenient to attain the purposes of this Agreement.
18. No Third Party Beneficiaries. There are no intended third party benefIciaries of any right
or obligation assumed by the Parties.
19. Component Parts of This Agreement. This Agreement consists of the attached component
parts, all of which are as fully a part of the Agreement as if herein set out verbatim:
Vendor's Proposal, Insurance CertifIcate(s), RFP #06-3962 New Divisional Software
System for Community Development and Environmental Services (CDES) Terms and
Conditions, SpecifIcations/Scope of Services and Addendum.
Incorporation of Recitals and Exhibits.
A. The "Recitalsll constitute a material part hereof, and are hereby incorporated into
the Agreement by reference as though fully set forth herein.
B.
The "Exhibitsll constitute a material part hereof, and are hereby incorporated into
the Agreement by reference as though fully set forth herein.
Exhibit A: Scope of Services
Exhibit B: Payment Milestones and Deliverables
Packet Page -1728-
6/14/2011 Item 16.E.1.
Exhibit C: Software License and Support Agreement
Schedule B - Escrow Agreement
Exhibit D: CityView Standard Support - Service Level Agreement
Exhibit E: Application Software Acceptance Testing Criteria
Exhibit F: Key Personnel _
Exhibit G: Appendix C - IT Department Standard and Operating Procedures
Exhibit H: City View Implementation Schedule
20. ~eferences. All references to the Vendor shall include all personnel, employees, agents
~d sub-Vendors of the Vendor.
21. Subiect to Appropriation. It is further understood and agreed by and between the parties
4erein that this agreement is subject to appropriation by the Board of County
Commissioners.
22. Immigration Law Compliance: By executing and entering into this agreement, the
yendor is formally acknowledging without exception or stipulation that it is fully
~esponsible for complying with the provisions of the Immigration Reform and Control
4-ct of 1986 as located at 8 D.S.C. 1324, et seq. and regulations relating thereto, as either
may be amended. Failure by the Vendor to comply with the laws referenced herein shall
qonstitute a. breach of this agreement and the County shall have the discretion to
~aterally terminate this agreement immediately.
23. Offer Extended to Other Governmental Entities: Collier County encourages and agrees to
yendor extending the terms and conditions of this contract to other governmental entities
~t the discretion of the Vendor. These terms and conditions only apply to the Operative
~rovisions agreed upon between Collier County and Vendor. Vendor reserves the right
to negotiate contract price, payment milestones and project schedule at its sole discretion
With any other Government Entity that wishes to exercise this offer. Vendor hereby
fPrther agrees that for each entity given written approval by the County to utilize this
qption, Vendor shall provide the County a check in the amount of 1.5 percent (1.5 %) of
the total annual purchases made under each entity's contract. Vendor shall be required to
provide yearly documentation of such entities' total annual purchases in a form approved
qy the County.
24. Ihdemnification: To the maximum extent permitted by Florida law, the
ctontractorN endor/Consultant shall indemnify and hold harmless Collier County, its
qfficers and employees from any and all liabilities, damages, losses and costs, including,
~ut not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by
the negligence, recklessness, or intentionally wrongful conduct of the
ContractorN endor/Consultant or anyone employed or utilized by the
~ontractorN endor/Consultant in the performance of this Agreement. This
ihdemnifIcation obligation shall not be construed to negate, abridge or reduce any other
~ghts or remedies which otherwise may be available to an indemnified party or person
.4escribed in this paragraph. This section does not pertain to any incident arising from the
~ole negligence of Collier County.
Packet Page -1729-
6/14/2011 Item 16.E.1.
~ WITNESS WHEREOF, the Vendor and the CountY, have each, respectively, by an authorized person or
agent, hereunder set their hands and seals on the date and year first above written.
. .' -:-,
,'; ..I' ,',:. :;
, ,- :. "..\'
..... "
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By: d. / A/dllt!'
J~~~
Municipal Software
~~
First Witness
By:
~)\-v~ ~O-
Si~
Ct;ve. ~OYl"e.l
tType/print witness name t
~.~'~
/ ~v~~
. Sec d Witness
~~~VJ~~
tType/print witness name t
lain McLean, Chief Executive Officer
Approved as to form and
legal sufficiency:
~ff)~
Assistant County Attorney
&:J IeefJ rn . Greene,
Print Name
.
Packet Page -1730-
I
I
From: Lindsay Evans At Hendry SWinton McKenzie Insurance Services In~. FaxlD: 250-388-5959 To: Collier County 1 6/14/2011 I tern 16. E. 1 .
<.
HENDRY SWINTON McKENZIE
INSURANCE SERVICES INC.
8~0 Pandora Avenue, Victoria, BC V8W 1P4 Tel: (250) 388.0555 Fax: (250) 388-5959
TO:
Collick County Board of County Commisioners
or Collier County BCe
3301' Tarniami Trail East, Bldg G
Naples, FL 34112
(~ertificate of Insurance
Dated: March 20. 2007
This is to; Certify that
Insurance as described hereunder has been arranged on behalf afthe Assured named
herein and that such Insurance, at the date hereof. is injUllforce and effect
Assured: ~unicipa1 Software Corporation
~108 - 4464 Markham Street
'{ictoria, B.C. V8Z 7X8
Term: 12 months
Effective: Septemberl5,2006
,
Payee: . ~ubject to the Standard Mortgage Clause
POllCY.NIThp3ER
COMPANY
Expires: September 15, 2007
SUM INSURED OR
LIMITS OF LIABILITY
19001925 ;
Creechurch Insurance Group
As Shown Below
Interest Insure~:
COMMERCI~L GENERAL LIABILITY $5,000,000.00
Covers legalliapility as imposed by law for bodily injury or property damage. except as specifically excluded, arising from business
operation ofth~ named Insured as known to Insurer. Premises, Products & Completed Operations; Tenants Legal Liability
$250,000.00; N~m-Owned Automobile SPF#6; Subject to all policy extensions, exclusions & $1,000.00 deductibles.
PROFESSIONAL LIABILITY - Errors and Omissions $2,000,000.00 Each Loss/$2,OOO,OOO.OO Aggregate Limit
- Covers leg a' liability as imposed by law for bodily injury and property damage, except as specifically excluded, that
arises out of the Professional Business Operations of the Named Insured, subject to a $1,000.00 Bodily Injury and
Property Dam~ge deductible. Claims Made Policy
IT IS HEREBY UNDERSTOOD AND AGREED THAT Collier County Board of County Commissioners or Collier County
i BCC, 3301 Tamiami Trial East, Bldg G Naples FL 34112, is added as Additional Insured but only with
I respect to the operations performed by o~ on behalf of the Named Insured. Such Insurance as is
afforded by this extension does not insure the liability out of the Additional Insure~ or its employees.
Conditions:
The Insurance described ..ovo is EUbject to the limitations, exclusions md conditions conl2ined in the policies.
~
IID,DRY. SWINTON, MCKENZIE INSURANCE SER"1CES INC.
!
THE POLICY MAY CONTAIN A CLAUSE(S) WHICH LIMITS THE AMOUNT PAYABLE
Packet Page -1731-
6/14/2011 Item 16.E.1.
ACORD.
CERTIFICATE OF LIABILITY INSURANCE
OP ID DA1C (MMlDDIYYYY)
TRIEMP2 03/01/07
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
AI. TER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PRODUCER
Diversified Insurance Brokers
of Utah
136 E. South Temple, Ste 2300
Salt Lake City UT B4111
Phone: BOl-325-5000 Fax: BOl-532-2B04
INSURED
Employers Ins. Co~ of Wausau
NArC,
2145B
INSURERS AFFORDING COVERAGE
TrLNet Ac~isition Corporation
TriNet Employer Grou~, Inc.
1100 San Leandro Blva.
San Leandro CA 94577
INSURER A:.
INSURER B:
INSURER C:
INSURER D:
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BS-OW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWTHSTANDING
IWY REQUIREMENT. 1CRM OR CONDITlON OF IWY COt-ITRACT OR OTHER DOCUMENT WITH RESPECT TO V\lHICH THIS CERTlFlCATE 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. AGGREGATE LIMITS SHO\I\IN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR NSRl TYPE OF INSURANCE POLICY NUMBER DATE(MMID~ DA1C'IMMlDDrM' UMI'IS
GENERAL UABIUTY EACH OCCURRENCE $
- ~REMlSEs (Ea ocanncel
COMMERCIAL GENERAL LIABILITY $
- ==:J CLAIMS MADE 0 OCCUR
MED EXP (Any one person) $
-
PERSONAL & ADV INJURY $
GENERAL AGGREGA1C $
GEN'LAGGREGA1C LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG $
I POLICY Il ~~ n LOC
AUlOMOBILE UABILl1Y COMBINED SINGLE LIMIT
- $
IWYAUTO (Ea aa:idenl)
-
- ALL OWNED AUTOS BODILY INJURY
$
SCHEDULED AUTOS (Per person)
-
HIRED AUTOS BODILY INJURY
- $
NON-OWNED AUTOS (Per aa:ldenl)
r--
PROPERTY DAMAGE $
(Per aa:ident)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $
R IWY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
EXCESSIUMBREUA UABIUTY EACH OCCURRENCE $
tJ OCCUR D CLAIMS MADE AGGREGATE $
$
R DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION AND X ~~ySJ~T'ys I IUER'-
A EMPLOYERS' LIABILITY WCK-Z91-43B088-016 10/15/06 07/01/07 E.L EACH ACCIDENT $ 1000000
IWY PROPRIETORl?ARTNERlEXECUTIVE
OFFICER/MEMBER EXCLUDED? E.L DISEASE - EA EMPLOYEE $ 1000000
~~~tl~S~~~~s below E.L DISEASE - POLICY LIMIT S 1000000
OTHER
DESCRIPTION OF OPERA110NS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Municipa~ Software U.S., Inc. is named as the alternate employer as per the
terms and conditions of the policy.
Covers: AR, CO and IL, United States of America.
CERTIFICATE HOLDER
CANCELLATION
MUNSOFT
SHOULD AtrY OF TIlE ABOVE DESCRIBED POUCIES BE CANCEllED BEFORE THE EXPlRA1l0N
DATE TIlEREOF, TIlE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRfI1'EN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO TIlE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBUGA1l0N OR LlABILl1Y OF ANY KIND UPON THE INSURER. ITS AGENTS OR
1lfA"""- ""'A~
@ACORD CORPORATION 1988
Municipal Software U.S., Inc.
4464 Markham Street, Ste. 1108
Victoria, British Columbia
Canada V8Z7XB
ACORD 25 (2001/08)
Packet Page -1732-
6/14/2011 Item 16.E.1.
iExhibit B Payment Milestones and Deliverables
Software Licenses Include:
225 CityView Application Client-
Desktop .
1 CityView Application Client -
Browser
1 CityView Server
150 CityView (31S Extensions
1 CityView Application Builder
1 CityView XML Web Services
Extension
PreBuilts:
1 CityView Property Information
1 CityView Petmits & Inspections
1 CityView Code Enforcement
1 CityView P1~nning
1 CityView U~nsing
1 CityView Ca~hiering
I
i
Mapping Product~:
Unltd ArcReaqer
15 Named S~ats ArcEngine
MSC will:
. Set up as a client on FTP site
. Provide documentation to
download the latest version of
CityView off the FTP site
. Send the licensing key for
CityView Licenses
. Provide documentation to
download the PreBuilts from the
FTP site
To be invoiced at each
module acceptance, as
per this schedule
License cost not to
exceed $900,000 for 3
years should Collier
have additional license
needs and wish to
convert to a site license.
User licenses are for
concurrent usage.
$ 700,000.00
r~~' -~'-~'~~~-'-~",-~--'~~-~~~'---~~~~-~;-<,o" """. '~~~.,:~;:>>', "
\~. , 'I ~;j'-'r.,,' ""1-' fO '6'- ' G'illl-;:'Ti:'I.i!.".<" '';'r'',,-i1 ..,llr'l'},<T'1,. , _"".~ -,~
I. J' '1"."J;' ~'~!''.':~''''-):~' ~'~-", "'_' ~_~.. ~::~L"J~.~~-~'J~~~'~,,~~~__'~,C':~,,~~_~~-,:~ ':'. ~~~.,.> ~_~_'~~ .~_.:
ASM (excluding User Conference)
ASM User Cqnference Option
Provides:
. All major and minor software
upgrades
. Unlimited technical support;
. Unlimited access to the
Municipal Software FTP site
. Unlimited access to the
Municipal Software
Knowledgeshare
$ 134,000.00
Due in full following
completion of last
module .and warranty
period
Prepaid attendance at the
annual User Conference for 4
attendees, including all
registration, travel,
accommodation and meal costs;
$ 6,000.00
Optional, not included in
total pricing
Packet Page -1733-
.
Contract Approval
Business Process Review & Review of
Interface Requirements
SME Training
Project Kickoff Data Collection (onsite-to be
scheduled concurrently with SME Training)
Gap-to-Product-Analysis
Project Plan Fine Tuning
Initial Data Conversion
Configuration, Customization and Report
Building
Integration-Interface Design and
Implementation Services
Installation (remote)
System Administrator Training, Designer
Training and Report Writer Training
Fine-tuning and Validation
System Testing
Deployment Preparation
Initial Contract Payment
Review of existing analysis from prior
project; Review of existing systems;
Validation of outstanding analysis
estimates. Review or provide
Process Flow Diagrams (PFD's).
Three days of onsite SME Training
with up to 4 students per day for
each PreBuilt.
Onsite meeting to kick off the project
and collection of required data.
On-site requirements analysis
workshops and oft-site
documentation of Code Enforcement,
Cashierin . and Licensin PreBuilts
Validation of project approach;
Validation of integration approach
and resulting effort estimates;
identification of any proofs of concept
required; Drilldown project plan;
Progress monitoring and controlling
mechanisms; review of plan; joint
plan agreed
Convert both data into the Client
database. Validate data conversion
with client and test environment
Configure PreBuilts based on Client
Information provided in the
Worksheets.
Integration with 3rd party systems
Setup environments (production &
test) on client site. Test to ensure
proper operation. May require on site
setup determined at Kickoff Meeting.
1 day course for System
Administrators. 1 day course on
designing forms and creating new
applications with CityView
Application Builder. 1 day course on
creating new forms. Includes Travel
Validate initial configuration with the
client onsite and implement any
refinements arising out of the
validation.
Test against test scripts. In scope
fixes. Acceptance criteria testing.
Sign off acceptance criteria. Code
Freeze.
Final data update/conversion to get
current data into client database for
go-live. Must be the same scripts
used in initial data conversion. Data
must be verified by both MSC and
Client before go-live. Sign off
required.
Packet Page -1734-
$ 93,817.00
$ 9,450.00
$ 10,560.00
6/14/2011 Item 16.E.1.
Invoiced at approval
Due upon completion of
Training.
Due upon completion of
Training.
Use~ Training
;
I
Module ~cceptance
Balance of Phase! 1 Licensing Payment
6/14/2011 Item 16.E.1.
Onsite training for users of the
PreBuilts:
. Code Enforcement (4 days. 40
students)
. Licensing (1 days. 10 students)
. Cashiering (2 days, 15 students)
$ 24,318.0D
Due upon completion of
Training.
Client testing and acceptance
process
$ 392,092.0D
Due upon acceptance -
$ 186,183.00
Due at Phase 1
Acceptance
r-: ~~rf4fl~~~Jt~n~~:;'~~ -- ~ ':~~:~~l~t.~~~--. "":~~"":.~-' ':1' .:.-:::~~~ ;'~~~~~'~
!" . "~I~r.)iTilrtEi~" . - - _', '!=-'-''' u~ - " '$JI'.GJ."~,... 'f. !:;i_".=l '.'Jl.:J.'J.'" ~~ '"
~;~.~~~'.~~.. ~"':,j -h~~~~' "7':~_:~_:~:".-c.:\~f~~~'~~1
;
Business Proces~ Review & Review of
Interface ~equirements
SMEiTraining
i
i
Project Kickoff Datci Collection (onsite-to be
scheduled concurr~ntly with SME Training)
I
Gap-to-Pr9duct-Analysis
Project PI~n Fine Tuning
,
i
;
Initial Data Conversion
i
Configuration, Customization and Report
BUilding
Review of existing analysis from prior
project; Review of existing systems;
Validation of outstanding analysis
estimates. Review or provide
Process Flow Diagrams (PFD's).
2 days of onsite SME Training with
up to 4 students per day for each
PreBuilt.
$ 6,804.00
Due upon completion of
Training.
Onsite meeting to kick off the project
and collection of required data.
On-site requirements analysis
workshops and off-site
documentation of Planning &
Property and PreBuilts
Validation of project approach;
Validation of integration approach
and resulting effort estimates;
identification of any proofs of concept
required; DrilIdown project plan;
Progress monitoring and controlling
mechanisms; review of plan; joint
plan agreed
Convert both data into the Client
database. Validate data conversion
with client and test environment
Configure PreBullts based on Client
Information provided in the
Worksheets.
Packet Page -1735-
Installation (remote)
Fine-tuning and Validation
System Testing
Deployment Preparation
User Training
Module Acceptance
6/14/2011 Item 16.E.1.
Setup environments (production &
test) on client site. Test to ensure
proper operation. May require on site
setup determined at Kickoff Meeting.
Validate initial configuration with the
client onsite and implement any
refinements arising out of the
validation.
Test against test scripts. In scope
fixes. Acceptance criteria testing.
Sign off acceptance criteria. Code
Freeze.
Final data update/conversion to get
current data into client database for
go-live. Must be the same scripts
used in initial data conversion. Data
must be verified by both MSC and
Client before go-live. Sign off
required.
Onsite training for users of the
PreBuilts:
. Property Information (2 days, 10
students)
. Plannin 8 da s, 75 students
Client testing and acceptance
process
$ 28,854.00
Due upon completion of
Training.
$ 378,176.00
Due upon acceptance
Business Process Review & Review of
Interface Requirements
SME Training
Project Kickoff Data Collection (onsite-to
be scheduled concurrently with SME
Trainin )
Gap-to-Product-Analysis
Project Plan Fine Tuning
Review of existing analysis from prior
project; Review of existing systems;
Validation of outstanding analysis
estimates. Review or provide Process
Flow Diagrams (PFD's).
Two days of onsite SME Training with
up to 4 students per day for each
PreBuilt.
Onsite meeting to kick off the project
and collection of required data.
$ 6,804.00
Due upon completion of
Training.
On-site requirements analysis
workshops and off-site documentation
of Permitting, and Ucensing PreBuiIts
Validation of project approach;
Validation of integration approach and
resulting effort estimates; identification
of any proofs of concept required;
Drilldown project plan; Progress
. monitoring and controlling
mechanisms; review of plan; joint plan
agreed
Packet Page -1736-
Initial Datai Conversion
Configuration, Cust(lmization and Report
BUi,Jding
Integration-Inteltace Design and
Implementation Services
i
Installation (remote)
Fine-tuning *nd Validation
i
System Testing
Deploymen~ Preparation
User Iraining
Module ACceptance
i
6/14/2011 Item 16.E.1.
Convert both data into the Client
database. Validate data conversion
with client and test environment
Configure PreBuills based on Client
Infonnation provided in the
Worksheets.
Integration with 3rd party systems
Setup environments (production 8.
test) on client site. Test to ensure
proper operation. May require on site
setup detennined at Kickoff Meeting.
Validate initial configuration with the
client onsite and implement any
refinements arising out of the
validation.
Test against test scripts. In scope
fixes. Acceptance criteria testing. Sign
off acceptance criteria. Code Freeze.
Final data update/conversion to get
current data into client database for
go-live. Must be the same scripts
used in initial data conversion. Data
must be verified by both MSC and
Client before go-live. Sign off
requIred.
Onslte training for users of the
PreBuilts:
. Permits & Inspections (9 days, 90
students)
. Licensing (1 day, 10 students)
$ 33,012.00
Due upon completion of
Training.
Client testing and acceptance process
$ 406,202.00
Due upon acceptance
::'--::'_, "~f~~~':_ !~~.~-~~~,~-,:_ _~_~_-----~-.' :=~___._'_'~~~:~_~~ ~~~~;:":_~_---'-_m__ "~~-,~\;1!~~?l::~:~
Packet Page -1737-
.
.
.
6/14/2011 Item 16.E.1.
EXHIBIT C
Mun!~!R~t
SOFTWARE LICENSE AND SUPPORT AGREEMENT
1. LICENSE
Municipal Software Corporation (hereinafter called 'MUNICIPAL') hereby grants to the person or corporation who purchased this License (hereinafter called
the 'Licensee') a non-transferable, non-exclusive license to:
(a) Use the CitvViewapplication software (hereinafter called the 'PROGRAM'), containing the system modules described in Schedule "AU
attached to this document The PROGRAM is in "use" on a computer when it is loaded into temporary memory (I.e., RAM) of that
computer;
(b) Copy the PROGRAM into any machine readable or printed form for back-up, archival or modification purposes in support of the
Licensee's use of the PROGRAM on the computer system PROVIDED THAT:
(i) the Licensee shall maintain a record of the number and location of copies made; and
(ii) the copies, together with the original, shall remain the property of MUNICIPAL;
(c) Modify the PROGRAM or merge It with another program for the Licensee's use on any single machine PROVIDED THAT:
(ij any portion of the PROGRAM modified or merged Into another program shall continue to be subject to the tenns and
conditions of the Agreement; and
(II) upon termination of this Agreement, the PROGRAM or portion thereof shall be completely removed from the modified or
merged program and destroyed or retumed to MUNICIPAL at the request of MUNICIPAL.
2. SUPPORT
In consideration of payment of the annual support and maintenance fee, MUNICIPAL will provide:
(a) Priority response on support requests regarding licensed programs (and PROGRAM updates),
(b)
Application support will be provided at no additional charge whenever MUNICIPAL delivers a set of custom built CityView applications
to the Licensee. This support service Is not to be confused with the standard Technical Support Services that are provided by
MUNICIPAL. This support is not available once the Licensee makes any alterations, additions or deletions to the application and is to
be limited to:
(i) Wrthin the first two weeks of delivery, all support questions are directed to the developer(s) involved with the application
development These may Include questions of functionality, operability. explanation of how business processes have been
implemented, and any questions of warranty. These questions may be posed at any time between 8:30AM and 4:30PM
Pacific l1me, Monday through Friday;
(iij After the first two weeks of delivery, but stili within a month of delivery, it Is requested that wherever possible questions are
queued and consolidated so that an appointment with the application developer(s) may be booked. This will allow for the
best possible use of time for everyone involved;
(ii~ After the first month of delivery. all questions should be asked through the nonnal technical support process. If the support
issue requires assistance from the application developer(s), the technical support analyst will draw upon those resources
as is required;
(c) Telephone support for licenses described in Schedule "AU between the hours of 8:30AM and 8:30PM Eastem l1me. Monday through
Friday;
(d) Remote diagnosis of operational issues related to the PROGRAM and PROGRAM updates, provided that the Licensee has obtained,
at its cost, the necessary softWare, hardware and Instruction to allow MUNICIPAL to provide such assistance.
(e) PROGRAM updates for licensed programs at no extra charge except for magnetic media and courier costs. these updates to Include
minor changes, enhancements, improvements, and problem resolutions (excludes all Xpress Licensees);
In consideration of the services set out above, the Licensee agrees to pay for each Licensed User installation, the software maintenance charge which shall
be submitted by MUNICIPAL no later than one month prior to the date of expiration as specified in Schedule 'N (excludes all )(press Licensees).
3. ACCESS TO PROGRAM SOURCE CODE (excludes all Xpress L1censeesl
MUNICIPAL acknowledges that it has entered into an agreement (hereinafter called the . Escrow Agreemenr) with Jones Emery Hargreaves Swan,
Banisters and Solicitors, having an office at Suite 1212 -1175 Douglas Street in the City of Victoria, in the Province of British Columbia. A copy of the
Escrow Agreement is attached hereto as Schedule 'B'. Said Escrow Agreement provides that a Licensee may gain access to program source code for
purposes of maintaining and supporting their PROGRAM licenses all as provided in the Escrow Agreement
MUNICIPAL agrees that for so long as this Software License and S'upport Agreement is in effect it will deposit and periodically update, at MUNICIPAL's sole
cost, a copy of the current version of the PROGRAM source code for all programs for which the Licensee holds licenses as described in Schedule 'A'
attached hereto in Escrow.
MUNICIPAL further agrees that for so long as this Software License and Support Agreement is in effect it will take no steps or actions which would have the
effect of modifying or eliminating the Escrow Agreement without first having received written pennission from the Licensee to so do.
4. TERM
This Agreementis effective upon installation and/or payment of the license fee and shall remain in effect for the tenn set out in Schedule 'N attached
hereto, and upon expiry of the initial term shall automatically renew for an identical term upon payment of the annual support and maintenance fee for the
renewal term unless terminated by either party in accordance with the terms contained herein. The Licensee may tenninate this Agreement upon the giving
Packet Page -1738-
6/14/2011 Item 16.E.1.
,
of not less thar/ sixty (60) days written notice to MUNICIPAL prior to each anniversary date of this Agreement The Licensee may also terminate this
Agreement proVided that MUNICIPAL is in breach of this Agreement and MUNICIPAL has not responded to the Licensee within thirty (30) days from the
date of the writ\en request of the Licensee, which response did not reasonably include an identification of the problem, the timetable for resolution, and the
proposed scope of the werle required to resolve the problem. MUNICIPAL can terminate this Agreement if the Licensee is In breach of this Agreement and
fails to cure suCh breach within thirty (30) days after written notice from MUNICIPAL, including for non-payment within sixty (60) days of Invoice date. In
case of terminc\tion, the Licensee shall at the request of MUNICIPAL either:
(a) DeS~y the PROGRAM together with all copies, modifications and merged portions. or
(b) Return the PROGRAM together with an copies. modiflCCltions, and merged portions to MUNICIPAL
Upon terminaliQn the Licensee shall certify In writing that the original and all copies, modifications and merged portions in any form have either been
returned to MU~ICIPAL or have been destroyed. Sections 5,6.7 and B shall continue on and survive notwithstanding termination of this Agreement
5. MUNICIPAL'S PROPRIETARY RIGHTS
The grant of the License herein contained permits the limited use of the PROGRAM by the Licensee. Title to and all property in the PROGRAM, its name,
logo and compUter stored data shall remain exclusively with MUNICIPAL
The Ucensee hereby acknowledges that the PROGRAM is the property of MUNICIPAL, constiMes a MUNICIPAL trade secret, and agrees to exercise due
care and diliger\ce In safeguarding the PROGRAM and MUNICIPAL's proprietary interest
The Licensee <\1so acknowledges that any negligence or deliberate violation of this Agreement on its part which results in failure to protect MUNICIPAL's
proprietary inte~est in the PROGRAM shall actually and materially damage MUNICIPAL
In order to ensure compliance with the terms of this Agreement, MUNICIPAL shall be entitled, upon reasonable notice to Licensee and subject to
MUNICIPAL'!! <jompliance with Licensee's reasonable security measures, to enter upon the Licensee's premises during normal business hours and require
the Licensee to~ produce such Information, records and documents as may be required to ascertain compliance.
MUNICIPAL m~y revise or update the PROGRAM or its product from time to time but shall have no obligation to provide such revision or update to the
Licensee, unleSs the Licensee has paid in full the Annual Software Maintenance fee.
6. LIMITED WARRANTY
MUNICIPAL w~rrants only that
(a) the ~ROGRAM furnished, and all subsequent PROGRAM updates, shall function as set forth in the user documentation
accompanying the PROGRAM; and,
(b) the CD or diskelte or cassette or magnetic tape on which the PROGRAM Oncluding PROGRAM updates) Is provided, shall be free
from .defects in materials and workmanship under normal use for a period of ninety (90) days from the date of delivery to the Licensee
as eVidenced by the Licensee's delivery receipt.
Except as speqfically provided above, MUNICIPAL expressly disclaims all warranties In the PROGRAM, including, but not limited to the implied warranties
of quality or fitness for a particular purpose. The Ucensee assumes sole responsibility for the selection of the PROGRAM to achieve the Licensee's intended
results, and for the Installation, use and results obtained from the PROGRAM.
7. LIMITATIONS OF REMEDIES
MUNICIPAL's ertire liability and the Licensee's exclusive remedy shall be:
(a) The ~eplacement of any CD or diskelte or cassette not meeting MUNICIPAL's "limited warranty" and which is retumed to MUNICIPAL
with a copy of the Licensee's receipt, or
I
(b) If MUNICIPAL is unable to deliver a replacement CD or diskette or cassette which is free of defects In materials or workmanShip. the
Licerysee may terminate this Agreement by returning the PROGRAM to MUNICIPAL for a refund in full of licensing fees only as long
as sljch refund is requested within three (3) months of the anniversary date of this Agreemenl
!
In no event shall MUNICIPAL be liable to the Licensee for any damages, including any lost profits, lost savings, or other incidental or consequential
damages arising out of the use or inability to use the PROGRAM even if MUNICIPAL has been advised of the possibility of such damages, or for any claim
by any other party.
8. INJUNCTIVE: RELIEF
The Licensee abrees that the breach of any term, provision or condition of this Agreement by the Licensee may cause Irreparable damage to MUNICIPAL in
which case an ;!ward of damages may not be adequate relief to MUNICIPAL Therefore. the Licensee agrees that in addition to all the remedies available to
MUNICIPAL in \he event of any breach of this Agreement by the Licensee, MUNICIPAL shall have the right to obtain timely injunctive refiefto protect its
proprietary right
9. GOVERNING LAW
The validity an~ interpretation of this Agreement and each clause and part thereof shall be governed by the law of the Province of British Columbia without
reference to principles of conflict of laws.
10. ENTIRE AGREEMENT
This Agreement contains all the terms and conditions agreed on by the parties hereto with regard to the matters dealt with herein, and no understandings or
agreements, vetbal or otherwise, exist between the parties except as herein expressly set out
11. RIGHTTO~SSIGN
This Agreemeni and the rights and liabilities hereunder shall not be assigned by the Licensee unless consent in writing is obtained from MUNICIPAL
12. SUCCEssbRS AND ASSIGNS
This Agreemen/ shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.
13. DELIVERY!AND PAYMENT
Acceptance of 4eliVery of payment of the licenses or software maintenance cOnstitutes acceptance of the terms of this Agreement
Packet Page -1739-
.
.
.
6/14/2011 Item 16.E.1.
SCHEDULE B
This is Schedule 'B' attached to and made part of an Software License And Support Agreement dated
(date) between Municipal Software (client).
ESCROW AGREEMENT
To: Jones Emery Hargreaves Swan
Barristers and Solicitors
Suite 1212 - 1175 Douglas Street
Victoria, B. C.
V8W 2E1
To: Each Declarant (as defined hereunder)
1. Upon receipt by Jones Emery Hargreaves Swan of a Statutory Declaration from the Declarant or an
authorized officer of the Declarant containing the following provisions:
(a) The Declarant is a party to a Municipal Software Corporation Software License and Support
Agreement and the Declarant is not in default under the terms of the agreement;
(b) The Declarant has requested in writing performance of the Software License and Support
Agreement by Municipal Software Corporation;
(c) Municipal Software Corporation has not responded in writing to the Declarant within 30 days from
the date of the written request of the Declarant, with a response which did not reasonably include
an identification of the problem, the timetable for resolution, and the proposed scope of the work
required to resolve the problem;
(d) Notice of the intention of the Declarant to exercise the provisions of the this Escrow Agreement
have been served upon Municipal Software Corporation not less than 14 days prior to the date of
execution of the Statutory Declaration;
(e) The Declarant undertakes to copy the program source code, the subject of the Escrow Agreement,
and to return the original to Jones Emery Hargreaves Swan and to use the program source code
only for the purposes of supporting and maintaining Its Municipal Software Corporation software
program for its own Internal corporate purposes;
Jones Emery Hargreaves Swan shall release to the Declarant the program source code as deposited
by Municipal Software Corporation in a sealed envelope with Jones Emery Hargreaves Swan pursuant
to this Escrow Agreement;
2. Municipal Software Corporation shall, during the term of this agreement, submit revised copies of the
source code in a sealed envelope together with a list of the current approved declarants entitled to
receive same subject to the conditions in (1) above. Such revisions shall be accompanied by a
certificate from Municipal Software Corporation stating that:
(a) The contents of the escrowed materials are complete and would be understandable and useable
by a reasonably knowledgeable computer programmer.
(b) The contents accurately reflect the .most current version of the licensed programs by the Licensee.
(c) The contents incorporate all changes made to the licensed programs or the source material from
the previous time the escrowed materials were delivered to Jones Emery Hargreaves Swan
under this agreement.
(d) The contents contain a separate CD or diskette that contains the CityView License Key Generator
Program with instructions for use, and,
(e) The contents contain no passwords, or other device that would prevent or prohibit the use of the
escrowed materials at any time.
3. Municipal Software Corporation will ensure that revised copies of the source code will be placed
with Jones Emery Hargreaves Swan within thirty (30) days after the public release of a licensed
Client 10: #####
Printed: date
Packet Page -1740-
6/14/2011 Item 16.E.1.
program or a licensed program update.
4. Jones Emery Hargreaves Swan shall, upon receiving such a certificate from Municipal Software
qarporation, notify each of the declarants mentioned In (2) above, by mail of such receipt.
I
I .
5. It is understood that the duties of Jones Emery Hargreaves Swan, as escrow holder are limited to
those expressly set forth herein and, in addition to the carrying out of the escrow instructions, are
limited to taking reasonable care of the subject matter of this agreement. Jones Emery Hargreaves
Swan make no representations or guarantee as to the escrow materials and shall not be obligated to
i~quire into the accuracy or completeness of the escrow materials or any declaration made
h~reunder. In the event that proceedings in a court of law arise in relation to the subject matter ot
this Escrow Agreement, Jones Emery Hargreaves Swan shall not be obligated to defend or enter an
appearance and shall only be obligated to participate after the Declarant and Municipal Software
Corporation have placed sufficient security for Jones Emery Hargreaves Swan's costs of such
proceedings.
6. This agreement shall terminate ten (10) years from the date hereof, unless renewed by mutual
Written agreement. Jones Emery Hargreaves Swan may resign as escrow agent hereunder upon
another party accepting the duties and obligations of escrow agent or upon providing the Declarant
and Municipal Software Corporation with sixty (60) days advance written notice.
I
i ('IJJ
o;ATED at the City of Victoria, in the Province of British Columbia, this.t2 day
qf Io/Ji!t H , 2r6J
MUN~CIPAL SOFTWARE
CORPORATION
The terms of this agreement are
hereby accepted by the firm of Jones
Emery Hargreaves Swan
Per:
~'4~
RcbJll L Bem , P. ...~;dent
I
i I ",j C "., r ~~777v C kD
Patrick C. Trelawny
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ClientIID:######
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Printed: date
Packet Page -1741-
.
.
.
6/14/2011 Item 16.E.1.
EXHIBIT D
Municipal Software
4464 Markham Street, Suite 1108, Victoria, BC, V8Z 7X8 Canada
Toll-Free: 1.800.665.5647 I Tel: (250) 475.6600 I Fax: (250) 475.6080
""Vltw.MunicipaISoftware.com I Trading Symbol: TSX-V:MSZ
CityView Standard Support
Service Level Agreement
em
property information] permits & inspections I planning
code enforcement I licensing I cashiering I application builder
Packet Page -1742-
6/14/2011 Item 16.E.1.
IIMJnlcipal Software
CityVirw Standard Support - Service Level Agreement
Contract Term: 1 Year (renewable annually)
Support: Channels: Web, Telephone or Email
supportiRequests Allowed: Unlimited
Who Can Report: Up to three users named in your support agreement can submit support requests. These
individuals must be trained in the use of CityView and constiMe the first line of support for your organization.
Hours 01 Coverage: Coverage hours are 5:30 a.m. to 5:30 p.m. Pacific Standard Time from Monday through
Friday, excluding Municipal Software Technical Support observed holidays. (Only those statutory holidays that
coincide petween Canada and the United states are observed by Municipal Software Technical Support.)
Accessing Support: The preferred method of opening a support incident is to enter the problem details through
our online support system. Telephone support requests should be preceded by filing an electronic support
request on our Web site, including a detailed problem description. Telephone support requests will be answered
live during business days, though staff may be involved serving other customers. If your call is not answered live,
we ask that you leave a message, including the support request tracking number you received from the electronic
filing, YOL)r name and phone or pager number. Messages are typically responded to within two hours.
Auto Aclmowledgement: We will send a computer-generated message that acknowledges receipt of the report
that you filed electro.nically. This message will contain the details of your problem report as well as the support
request tracking number. Whenever the status of your incident changes, a notification will automatically be sent
to 1he individual that opened the call.
RequestResponse Time: A technical support engineer will respond to all requests within the time frames
specified:in Table 1. Business hours are 5:30 a.m. to 5:30 p.m. Pacific Standard Time from Monday through
Friday, excluding Municipal Software Technical Support observed holidays. Only those statutory holidays that
coincide between Canada and the United States are observed by Municipal Software Technical Support. We
process ~equests in the order of their priority followed by order of submission.
What weiwill do if we don't hear back from you: If we don't hear back from you in ten business days, we will
close your support request and mark it as "Closed I No response from customer."
Resoluti~m of Bug-Related Requests: We will keep your request open and follow up when a fix is available in a
production release. We will also contact you if we post an experimental build that will help with your problem.
What We Need to Help You
Municip~ Software wants to be as responsive as possible to your support needs. To accomplish this goal, the
Municipa[ Software customer support staff relies on your knowledge, self-sufficiency, and thoroughness during the
troubleshboting process. You reap the benefits from this effort - it allows Municipal Software to focus on the
more diffipult problems and make the product more robust. It also helps control the amount Municipal Software
charges fpr support
· ~nOwledge: You should be experienced in the installation, operation, and maintenance of the hardware,
d~sktop, and network operating systems, and applications in your environment before you install
dityView.
· S~lf-sufficiency: We ask you to be as self-sufticieni as possible when you encounter problems. You can
dp this by referring to technical documentation for your environment and by searching the Municipal
Spftware Web site to determine if your issue is addressed before you submit it to our customer support
s,aff .
9/512006 2/4
Packet Page -1743-
6/14/2011 Item 16.E.1.
. II Municipal Software
.
.
· Complete information: As with any troubleshooting process, accurate and timely resolution depends on
information. When you request support, please fill in all relevant fields in the request form, provide a
detailed problem description. and attach any appropriate log files. Unfortunately, when the request
information is incomplete, it will take longer to resolve your issue.
· Preparation: If you call us for support. be prepared to provide the same level of information as is
requested on the request submission form. You can help reduce the time to resolution by completing the
online support request form and attaching files as directed. Then, simply provide us with the request
number when you call. We ask that you have immediate access to the computer(s) on which Municipal
Software products are running.
How to Access Support
Municipal Software offers several methods of accessing support described below. Please note that for Priority 1
(see Table 1.) issues, customers are encouraged to submit their incident online and then follow up via Municipal
Software's toll-free phone number:
· Web Support (preferred method)
Our web portal, (www.municipalsoftware.com). provides resources for customer self-service, and is
comprised of an online searchable knowledgebase. downloadable updates, and a web-enabled CRM that
allows users to log new support incidents and check the status of previously submitted Incidents on a 24 x
7 basis.
· Telephone Support
Telephone technical support is available between the hours of 5:30 a.m. and 5:30 p.m. PST on regular
business days. Customers can contact us toll-free at 1.866.988.8324. Municipal Software technical
support will respond to telephone inquiries using the Service Level Agreement provided in Table 1. below.
· Email Support
Customers may request assistance from Municipal Software technical support via email at
support@municipalsoftware.com. All em ail incident reports are logged into the Municipal Software
support CRM database and are addressed based upon the priority of the issues. The response time
guidelines for support are provided in Table 1 below.
Feature Requests
If you come across an idea that you think might make a nice enhancement to CityView, your input is always
welcome. Please submit your suggestions through regular support channels. Unless additional information is
needed, you will not receive a personal response. Any suggestions for enhancements to CityView that you submit
will become the property of Municipal Software. Municipal Software may use this information for any Municipal
Software business purposes, without restriction, including for product support and development. Municipal
Software will not use information in a form that personally identifies you.
9/612006
3/4
Packet Page -1744-
6/14/2011 Item 16.E.1.
II M~nicipa1 S~ftware
LimitatI~ms
The following are not covered by Municipal Software's Standard Support Agreement, but may be available as
separate services on a time and materials basis:
!
a) ?ervices required due to misuse of Municipal Software maintained software;
b) $ervices required due to software corrections, customizations, or modifications not developed by
Municipal Software;
c) Services required by the Customer to be performed by Municipal Software outside of Municipal
Software's regular business hours;
d) Services required to resolve or work-around problems that cannot be reproduced in Municipal Software'~
support environment;
e) Services which relate to tasks other than maintenance of the Customer's existing implementation and
90nfiguration of CityView, including but not limited to, enhancing or adapting CityView for specific
operating environments;
f) Services requested by the Customer to implement software updates provided by Municipal Software.
!
Table 1.:Service Level Agreement
I
h
",'"
* Responsd time targets are during business hours only.
i
I
Obtainin~ More Information
Information about our support programs may be obtained by contacting the Municipal Software sales team at
I
1.800.665.5647, or via email atsales@municipalsoftware.com .
!
9/5/2006
4/4
Packet Page -1745-
.
Exhibit E
Municipal Software Acceptance Criteria
6/14/2011 Item 16.E.1.
Acceptance criteria for each of four areas is contingent upon two requirements. First, that the functionality that is
demonstrated meets the County needs as outlined in the contract Second. validation sessions to actually test some
specific cases. Narratives have been provided. Breaking down the test areas:
1. Testing of completed workflows: The County will run through a handful of completed existing application types
and their respective mileston~ processes as specified in the gap analysis. Testing Criteria on Page 2
2. Completing configurations from existing narrative / design specs: Vendor project staff will run throug h the
configuration with the County on one or two nearly completed workflows as chosen by the County as specified in
the gap analysis. Narratives have heen provided. Testing Criteria on Page 2.
3. GIS: Demonstration of GIS Module ability to access relevant GIS data layers, context sensitive to address, for a
few County applications within existing completed ,workflows. Contractual GIS functionality and CDES GIS layers
are listed on pages 3 and 4~
4. Cashiering: Testing of cashiering functionality along the lines specified in the proof of concept section of the
contract. In some cases it can be tied in with item #1 testing by completing a payment, and some of the
contractual specified functionality will be examined separately. Cashiering functionality from the proof of concept
is on page 5.
Each member of the County core team will be asked to provide scoring feedback on the functionality demonstrations for
those areas of their expertise. Pass / Fail, with a brief explanation. For the actual testing during the validation sessions,
participating core team members will be asked to score individual test cases Pass / Fail, and provide screen shots of
.errors encountered. Screenshots can be saved to Word documents, and/or emailedtooarvmullee(a:lcollieroov.net
Municipal on Site Team:
Municipal Staff on Site
Testing Criteria
CATEGORY
Passed
(Approved for
Distribution)
CAUSE
No major problems identified (see below for examples of major
problems). Minor problem examples: mislabeled toolbar button or
plot axis; inconsistent screen capture in manual; or cannot print from
tool bar but can usin menu.
Anyone of the following:
Failed
. Installation problems (some typical examples):
. Install of desktop (smart client) would be handled by
customer
. Insufficient or incorrect installation procedure.
. Application files placed into wrong directories.
. Software modifies the configuration or system files
without warning or backing up originals. Installing
Application Builder is not compatible with this
requirement
. No program icons or groups created (if appl.).
. Cannot install on a non-C: drive (e.g., 0:). This
requirement may also not be met if automated
installs (Group Policy) are required. Would require
the creation of an MSI transform file.
Packet Page -1746-
ACTION
Fix (or prepare a plan to fix)
minor problems, review with
Management, and then
distribute.
Fix problems, and then
resubmit software for
acceptance testing.
6/14/2011 Item 16.E.1.
. 1 or 2 occurrences of General Protection Faults (GPFs) or
"infinite loops".
, . Virus detected on the distributed disks.
, . Frequent abnormal program exits through multiple event
sequences (e.g., memory limits, bad input).
: . Non-standard, illogical Windows GUls (if Win app).
. Non-functioning icons or menu items (e.g., PRINT doesn't
work; inactive options aren't ghosted). Fine for CityView
platform but not handled like this at application level.
. Insufficientlinaccurate printed documentation (e.g., no
input/output views or descriptions of menu options).
. Insufficient/non-functioning on-line help, without backup
,
I printed documentation. On-line help available for non-
i customized parts only.
. Solved Example Problems (test cases): The creation of test
,
cases out of the functional specifications is the customer's
, responsibility.
. Lack of examples or tutorial.
: . Examples abort or documented results are not
i obtained.
. Combination of several problems with user interface,
documentation, or on-line help.
. Unable to complete workflows requirements.
,
Contractual ~IS Functionality
1. GIS System Interface
1.1 The system will integrate with the Collier County's GIS software application.
1.2 Capability of relating to the geographic elements of the database(s) maintained by a GIS system. This
system will provide users with the capability of seeing either tabular or graphic data information utilizing
Arc Map, version 8.2, by ESRI. CityView 9 embeds the. ESRI's ArcEngine and ArcReader
runtime components (ESRI versions 9.1 and 9.2). These components enable CityView 9 to
access a variety of mapping resources. CityView 9 does not interface directly with other
ESRI client products (such as ArcMap), but does allow access to the same mapping
resources that an ArcMap user would access. The CityView 9 GIS components meet the
GIS requirements outlined in the RFP and in the acceptance document, and does so in a
way that fits in with Collier County's existing ESRI infrastructure. .
The system shall have the ability to do all functions of Geocoding as outlined by Collier County as it
relates to GIS and this new system. It shall also have the capability to do address matching and editing.
1 The system will integrate with Collier County's ESRI-based GIS. At a minimum the system will need to
support ESRI relates and joins to associate system attributes to corresponding spatial records. The
system must support not only ESRI-centric applications based on system data, but the ability to
integrate ESRI maps into the system interface.
Packet Page -1747-
6/14/2011 Item 16.E.1.
.15 Layers for MapDrawer Functionality Testing
Description
File Name
Source'
~~..:::t~\~~-=t~'~r..'.:.\r'__, >. ,. <".'~-.::"-...-: :, l. ....~'l':~ '''':-.;,::..::~~'. .~.;} "~":).'~-~:'-l;S'''''~ ..,~}~:" '(:'0 :- "'::"~.:..:~e, ~ '. - .'
Address Points
Census Block Groups with Population
Census Blocks with Population
Census Tracts with Population
City Boundaries
Coastal Control Unes - County
FEMA Flood Insurance Rate Maps 1996
Future Land Use
Land Use 1995
Land Use 2001
Planned Unit Developments
Zoning Districts
Fire Districts
AddressPoints
censusblockgrp
censusblock
censustract
city
cnty cnstrc
fema96
flu
Landuse95
Landuse01
pud
zoning
Fire Dist
COES
CDES
CDES
COES
CDES
CDES
CDES
CDES
CDES
CDES
CDES
CDES
IT from Supervisor of Elections
iSmJ:.)~$i?':~~~TS!t:.~~$\?.6'f;-;;;~l0E,'~1.tc:..l2\C1:{-~~\~T,~ .;~ : ./.)~ 2.:. t"; : '::: ~. ~_, - ~ -, ~.:. S-"; .~'; ~ ~ ~V/ -~:. ~.:t~..L'" . " -, - i -
Parcels
Subdivisions
parcels
subdivision PAO
~:~1t~~i~.tijL~l~>;~fr:"\;,,>"}f'''.S~~~''-~{~,,''',' ::..~!~';,~~~~ '.. ::',.,' J.'j"'tc.. t:".:_', ~;'~L__f:C";"'.~,'::r' ',-".'. ,~:,' _ n, ..,' ~
TAZ.(Traffic Analysis Zone)
. T:fTRANSfTRANSPLANNINGfTRAFFICANAL YSISZONElTRANS MPO Transportation
~~!l~-t~nLq;!!~:~t,;{~':t~;ti7'l@J~~~- ", -:. _:~ .....7-"- ..~". ....-;.- r.<- . :;\~.-.~<-- ':..,::;:~~,._ k:J1.~:T.+ " :,:"'t -0 -t.r'~ . ~- . .";. '~- :.': i!O~";"~' ..
Address Points
Address Matchable Roads
Condo Units Table
Airport Noise Zone
AMU - Boundary
Artlficlal Reefs
Boat Speed Zones
Coastal Control Lines - County
oastal Control Lines - State
oastal High Hazard Area
Code Enforcement- Day boundaries
Code Enforcement - Env boundaries
Code Enforcement- Evening boundaries
Code Enforcement - Sign boundaries
Code Enforcement - Weekend boundaries
Eagle nest locations 2002
FEMA - 96
FEMA - Proposed 03
Fire Districts
Future Land Usa
Traffic - Traffic Congestion Boundary
Future Pop by Planning Comunitiles .
Immokalee Area
Land Use - 01 FLUCC
Land use Tables
Libraries
Lidar - East County from Army Corps
Monuments. fdep along shore
Monuments - elevation in estates
NRPA - National Resource Protection Area
National Wetlands Inventory
Panther Locations
Planning Communities
Pre-Apps
PUO's
Rural Fringe
Rural Lands
Sewer Service Areas
Soils
Street Centerline
Turtle Nest Locations
Units and Tracts in Estates
Water Service Area
mdzones - Construction
I Codes
Zoning
Well fields
T:/CDESlData/addrss/
T:/CDESlDataladdrss/
T:/CDESlDataladdrssl
CDES SDE
T:/CDESlDatalAMUI
T:/COESlEnvlr
T:/CDESlEnvir/ldleZonesl
T:lCDESlDatal County coastal.shp
T:/CDESlDatal State coastal.shp
CDES SDE
CDES SDE
CDES SOE
CDES SOE
CDES SDE
CDES SOE
CDES SDE
CDES SDE
T:/CDESlDatalFEMA 9 03/
T:/COESlDatal Fire DistrictS.shp
COES SOE & T:/CDES/DatalFLUI
T:/CDES/DatalFLUI
T:/CDESlDatal Comun fut pop.shp
T:/CDESlDatal immok.cov
T:/COESlData/LU 01 LU-.ioined.shp
T:/CDESlData/LU f1xjoln1,2,3
T:/CDES/Oatal Llbrary.shp
T:/CDESlData
CDES SOE
T:/CDESlDatal
CDES SDE
CDES SDE
T:/CDES/Data
T:/CDESlDatal Plan Comun.shp
CDES SDE
CDES SDE & T:lCDESlDaIalPUO/
CDES SDE
T:/CDES/RuraILandsl
COES SOE
CDES SDE
T:/COESlDatal roads.cov or in addresspt PGDB
CDES SDE
COES SDE
CDES SDE
CDES SOE & T:/CDES/Dalal winclzone.cov
T:/CDESlDatal Zip,cov
CDES SOE & T:lCOES/Datalzoning/
T:/CDESlDalal wellfields.shp
CDES
CDES
CDES
CDES
Planning
Natural Resources
Natural Resources
CDES
CDES
COES
CDES
CDES
COES
CDES
CDES
CDES
CDES
CDES
CDES
CDES
Planning
CDES
COES
CDES
COES
CDES
COES
CDES
CDES
Natural Resources
CDES
Natural Resources
COES
CDES
COES
COES
Natural Resources
CDES FAH rev 9/05/05
Ca
Packet Page -1748-
6/14/2011 Item 16.E.1.
Cash ManaQement Functionality per Contract
. Capture payment and billing information and display escrow account balances in real-time. Allow the various forms of payment methods,
including cash, escrow deduction, check, waivers/deferrals, IGC transfers, and credit cards (for express permits only).
. Users m~st be able to calculate impact and permit fees in different areas of the review process, and create payment slips to present to the
cashieririg staff. Payment methods include checks, cash, and transfers for IGCs, DCAs, and COAs.
. Credit ~rds will be accepted for a select group of express permits only and all Rental Registrations. Cashiers must be able to generate a
receipt, tne permit and an inspection card.
. Payment slips: All fee entries that generate a payment slip are required to provide user's name per line item. Changes to payment slip are
required ~o give last user's name on payment slip.
. Official ~ecei~ts: Official Receipt will have lWO names: the users that entered fees to create payment slips or invoices, and the cashier that
processed receipt This requirement is necessary to record and track all users that enter, change, delete or modify payment slips. Usemames
and password security will be required to allow only authorized staff to perform these functions.
. The syst!lm must include the ability to associate all monies collected with the County's general ledger accounting codes. Cashiers must be
able to cteate a transaction report to balance their cash drawer. Next the supervisor must be able to complete the daily closing reports, create
the GL EXtract file, balance the days wor!< and send the GL Extract file through an automated FlP and transactional Interface with Cler!< of
Courts finance system, SAP. This process is required daily for three cash locations. The system must be able to add additional cash locations.
The application should be able to confirm that the dally interface with the SAP FTP site was successful.
. Ability to monitor refunds and partial refunds, utilizing status of receipts.
. Comme~t area for description and detail.
I
. Ability to irun reports for status of receipts (transactions) for refunds.
I
Reporting ~apabilities to include:
I
.
Daily Trcinsaction Report, for each cashier, totals for cash, checks, grand transactions totals and Number of transactions per cashier per day
I
report. (~ee example report CDPR1101)
.
Payment Summary ~y Fee Codes. (See example report CDPR11 04)
.
General Ledger Account Report (AKA) General Ledger Fee Summary Report (see report CDPR11 06)
.
Mainten~nce tables must be access restricted by password. The system must provide the ability for users to add, edit, activate, deactivate,
and delete (to achieve) all fee codes, access details such as associated dollar amounts for fee codes, GL accounts, fee types, and status in
I .
the system. Provide the following information: last update date, last user name, previous update, and previous user update. Provide reporting
capabilitr similar to the current system reports that sort by fee code GL Account.
.
Reports tom maintenance tables for Cash Management
.
Fee Code Reports (Ability to sort by fee code or General Ledger Accounts).
.
Fee calc~lation capabilities must be provided by the system for assessing and collecting the County's non-residential and residential land
develop~ent A sample of the fee types include; development request, impact, permit, certificates, licensing, report generation, surcharges,
utilities related charges, late fees and fines.
Integrati~n with many peripherals including credit card processing, cash drawers. check verification using system generated unique numbers
for contr~1 purposes, and others.
Packet Page -1749-
6/14/2011 Item 16.E.1.
.
Exhibit F
Key Personnel
Name
Title
David Gray
Rick Booth
Lead Project Manager
Business/Systems Analyst
Robin Gwynne
PreBuilt Program Manager
Senior Application Developer
Infrastructure Specialist
Susan McCormick,
Vince Liderth
Eric Lott
Quality Assurance Team Lead
Training Manager
David Hartman
Dorinda Youdell
.
Trainer
._~-~-----------------------------------------------------------------------------------------------------------------------------------------
.
Packet Page -1750-
6/14/2011 Item 16.E.1.
Exhibit G
: Appendix C - IT Department Standard and Operating Procedures
TechnicaliArchitectural, Compatibility and Supportability Requirements Document (TACS)
Required Contract Items:
Any IT asset (hardware, software, service) vendor shall agree to the following criteria within a contract or by written
acknowledgement before installation of any IT Asset will be accepted by Collier County and allowed to connect to the
Agency Networ~.
RCI.01.
RCI.02.
RCI.03.
RCI.04.
RCI.05.
RCI.06.
RCI.O?
RCI.08.
RCI.09.
All software application vendors are required to notify Collier County when new releases become available and
wh~n current releases are no longer supported.
The vendor must submit any applicable license agreements for any proposed elements including a description
of the licensing model, and list prices for all license types and whether or not custom licensing arrangements
a~ available.
The vendor must submit any applicable maintenance agreements for any proposed elements including a
description of the maintenance plan, software upgrade policies and exclusions, and list prices for all
m~intenance agreement types and whether or not custom maintenance agreements are available.
The supplier of any HIPAA related software applications must provide guidance on HIPAA compliant
implementation requirements.
All -software must comply with all Federal, State and Local regulations.
/'. rpinimum of Fifteen (15) minutes of finished video training material to be presented "on domand" must be
quoted ::IS part of the ::Icquisition cost. Not applicable to this contract.
Training must be scheduled at least forty-five (45) days in advance to ensure training room availability since
mu'ltiple implementations are occurring. Training materials, curriculum to be covered and identification of
which Collier employees should attend must be provided thirty (30) days in advance of scheduled training.
Any training courses that require use of data, data should be installed and tested prior to the scheduled
training date. Training for this contract shall be built into the implementation schedule.
Suppliers shall notify the IT Department contact named in the maintenance agreement in writing (email is
ac~eptab[e if acknowledged) 24 hours in advance of any required remote access, Included in this request
must be a detailed work plan with actions that will be taken at the time of access. This applies to post-
implementation for upgrades. defect fixes and/or configuration changes. The IT Department follows the ITIL
framework for change management.
Deliverables for Database:
i. Vendor must provide scripts in order to recreate database schemas, stored procedures and etc.
· Database schema with a data dictionary detailing all entities and attributes.
I. Recommended practices document for support and maintenance of the database.
,
RCI.1 O. Any vulnerabilities or exploits discovered by the vendor or others for the proposed application must be reported to
Cojlier County Government immediately with a proposed mitigation strategy.
RC1.11. All vendpr access will be done via named account VPN access only. All access must comply with current published
County Manager Agency (CMA) policies. Current policies that apply are CMA 5402 and CMA 5403. CMA
54G5. .
Packet Page -1751-
.
.
.
. The candidate software application proposal must include a hardware topology and recommended hardware
configurations.
o Deliverables:
· Full installation documentation (workstation and server)
. Established maintenance routines and procedures must be included"with the delivery of the
proposed application
All software upgrades, fixes and/or changes required by the selected vendor must be installed on a
Collier County Standard test environment and certified by the project team prior to moving into a
production environment; currently this is a Microsoft environment.
The supplier shall attest in writing that they shall support all Microsoft security patches and updates
within fifteen (15) days of release.
Software vendors will acknowledge in writing prior to selection, that Collier County Government will own
any and all data and the database that data resides on.
All software applications submitted to Collier County Government are required to submit the following
documentation if short listed for the final selection process. Documentation must be in electronic format
(preferred in MS Word or PDF). Documentation is required to be updated with a new versions or
upgrades. Collier County reserves the right to copy documentation for internal use only. The number of
copies of all documentation must correspond with the number of bound responses requested during the
Request for Proposal (RFP) Process.
RC1.12.
RC1.13.
RC1.14.
RC1.15.
RCJ.16.
RC1.17.
RC1.18.
6/14/2011 Item 16.E.1.
o Documentation:
· End-User training documentation
· Administration documentation
· Installation documentation
· Maintenance documentation
· Disaster recovery documentation
· Procedures specific to the application
· Information Flow Diagram of Application upon completion of project
The vendor shall provide training in the operation and maintenance of the system for the County's
Information Technology support staff. Training shall cover the fundamental design of the software and
the mechanics of the operating program. Training shall be structured such that designated trainees will
understand the operation, maintenance, backups, security and the database of the system.
Appendix "An Proof of Concept for Addressing.
Appendix "B" Application Silent Installation Proof of Concept
Packet Page -1752-
6/14/2011 Item 16.E.1.
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6/14/2011 Item 16.E.1.
Agenda Item No.1 OJ
March 27. 2007
Page 1 of 50
EXECUTIVE SUMMARY
Recommendation that the Board of County Commissioners Award contract # 06-3962 to
Municipal Software Corporation for the replacement of the existing Community
Development and Environmental Services computer system.
OBJECTIVE: To receive the Board of County Commissioners' (BCC) approval to award a
contract to Municipal Software Corporation to replace the existing computer system used by
Community Development and Environmental Services (CDES). The contract amount of 1.996
million dollars would be funded from previously Board approved and budgeted capital funding
within CDES.
CONSIDERATION: Following the termination of the contract with the previous software
replacement project vendor, CDES released a new highly detailed 150 page Request for
Proposals (RFP) seeking potential vendors. A selection committee was formed consisting of
representatives from each of CDES's seven departments, along with IT, Purchasing, and the
Development Services Advisory Committee (DSAC). Six potential vendors responded to the
RFP, and a series of on-site proof of concept trials and off-site visits were conducted to evaluate
each company's software system.
Following this detailed selection process, Municipal Software Corporation's CityView software
system was determined to offer the best combination of functionality and cost effectiveness for
the replacement of the 10 year old CDES existing computer software system. Full funding for
this project remains in place from the original CDES software replacement project, and CDES
does not anticipate the need for requesting additional funding now or at any time during this
project. This existing funding will cover the 1.996 million dollar contract amount, and will also
cover associated additional project expenses such as hardware expenditures (servers), third party
database conversion work, enhanced performance metrics functionality, and possible consulting
services. These additional expenses are anticipated to be approximately $400,000. The
Development Services Advisory Committee (DSAC) was briefed on the full scope and cost of
this project at their March 7, 2007 meeting, and has endorsed this project on multiple occasions.
Municipal Software Corporation's CityView software application offers CDES a variety of much
needed functionality which will allow for more efficient processing of land use applications and
building permits, and greatly improved management oversight of work processes. New, or
vastly improved, capabilities brought by this potential land use and permitting software
application include the following:
. Easy-to-use forms and reports that will speed up business processes.
. Greatly improved reporting capabilities and related data management
. Tracking of concurrency issues related to PUD build-outs and construction activity
. Detailed tracking and reporting of individual application status through the entire
review and permit issuance process
. Full GIS integration, meshing GIS functionality with review and approval user
screens
Packet Page -1762-
. ">
6/14/2011 Item 16.E.1.
Agenda Item No. 10J
March 27. 2007
Page 2 of 50
. Ability to easily revise workflows, develop new applications, and quickly adapt to
mission changes
. Access to and inclusion of various "best of breed" software applications
. Full integration with SAP, performance metric applications, and other County
applications
During the project's first attempted implementation of a new CDES software system, and again
during selection and negotiation process for this current effort, it has become clear that this entire
segI1;1ent of the software industry specializing in local jurisdiction land use and permitting
applications has experienced a variety of business challenges which have been ongoing for the
past decade.
Municipal Software Corporation, like other firms in this industry, has experienced organizational
challenges over the past two years. The company was originally founded in 1982. More
rece~tly a majority share was purchased by a venture capital fIrm, changes in management and
stafflng were implemented, and Municipal Software Corporation has undergone over the past
two :years a reorganization to return the company to a long term profitable status. Collier
Coupty, assessing and understanding the risks involved in such an environment, has worked with
Murticipal Software Corporation in structuring a proposed contract that in large part mitigates
Collier County's fInancial risks associated with this implementation. Of the contracts payment
milestones, 95% are based on the successful testing and acceptance of software modules. Collier
County will not make these 95% of payments until the software has been tested, deemed in full
compliance with the contract, and has gone live. The contract also places the entire system code
in e$crow, with Collier County retaining full ownership if the project terminates for any reason
prior to acceptance (and payment). Also, Collier County reserves the contractual right to
tem1inate the contract for any reason it deems as sufficient to do so.
FIStAL IMPACT: All funding required for this software contract, along with all needed
ass*iated software project expenses, has already been approved by the BCC and is part of the
FY 97 budget. There is no additional fiscal impact ofthis request.
GRbwm MANAGEMENT IMP ACT: It is anticipated that the implementation of a new
softWare system will have a substantial positive impact on CDES's ability to effectively and
exp~ditiously process and manage land use and building permit applications and business
functions.
LEGAL CONSIDERATIONS: The proposed contract and the related attached documents
havr been reviewed and approved by the County Attorney's Office.
RECOMMENDATION: That the Collier County Board of County Commissioners award RFP
06-f962 to Municipal Software Corporation to replace the existing computer system used by
COIbmunity Development and Environmental Services and authorize the chairman to sign the
agr~ement on behalf of the County.
PREPARED BY: Garrett Mullee, Manager, CDES Business Management and Budget Office
i
Packet Page -1763-
.
.
.
Form 4
Business
Corporations
Act
Formufe 4
Loi sur les
societes par
actions
07121 F (07/2007)
6/14/2011 Item 16.E.1.
~or Ministry Use Only
A J'usage exclusif du ministilra
~ Ministry of
~_. Government Selilices
Ontario .
CERTIFICATE
This is to certify .that these article~"
are effective Qn
Ontario Corporation Number
N=:;:~~;:- J
Mrnisiil~;~
Servlces'.g~'uvemementaux
CERTU=ICAT
Ceci cert;ilie que les presents sta\ut$.
entrent en v\gueur Ie
JANUAaY ()" JANVIER, 2011
......................... ......;(........... ............. ............. ........ .....
Director f Directri
Business Corporations Act I Loi sur I'
ARTICLES OF AMALGAMATION
STATUTS DE FUSION
1. The name of the amalgamated corporation is: (Set out in BLOCK CAPITAL LETTERS)
Denomination sociale de la societe issue de la fusion: (Ecrire en LErTRES MAJUSCULES SEULEMEN1) :
.\ C\O TIE RI I
N H A R R IS M P U C 0 R PIO R A T 10 N
I I I
I I
I I
2. The address ofthe registered office is:
Adresse du siege social:
1 Antares Drive, Suite 400
Street & Number or R.R. Number & if Multi-Office Building give Room No.1
Rue et numero ou numero de la RR et 571 s'agit d'un eamce a bureaux, numero du bureau
Ottawa
ONTARIO
~8Icl~
Postal CodefCode postal
Name of Municipality or Post Office /
Nom de la municipalire ou du bureau de poste
3. Number of directors is:
Nombre d'administrateurs :
FIXed number D OR minimum and ~aximum I
Nombre fixe OU minimum et maximum .
1 .1
10
4. The director(s) isfare: I Administrateur(s) :
First name, middle names arid surname Address for service, gMng Street & No. or R.R. No., Municipality.
Prenom, autres prenoms et nom de famille Province, Country and Postal Code '
Domicile elu, y compris la rue et Ie numero ou Ie numero de la RR,
Ie nom de la municipalite, la province, Ie pays et Ie code postal
Resident Canadian
State "Yes' or 'No'
Resident canadien
OuVNan
Mark H. Leonard 20 Adelaide Street East, Suite 1200, Toronto,
Ontario, M5C 2T6
Yes
Packet Page -1764-
07121F (07/2007)
6/14/2011 Item 16.E.1.
5. Method of amalgamation, check A or B
Methode choisie pour fa fusion - Cocher A ou B :
A - Amalgamation Agreement I Convention de fusion:
D
The amalgamation agreement has been duly adopted by the shareholders of each of the amalgamating
corporations as required by subsection 176 (4) of the Business Corporations Act on the date set out below.
Les actionnaires de chaque societe qui fusionnne ont dument adopte la convention de fusion conformement au
paragraphe 176(4) de la Loi sur les societes par actions a la date mentionnee ci-dessous.
or
ou
B - Amalgamation of a holding corporation and one or more of its subsidiaries or amalgamation of
subsidiaries I Fusion d'une societe mere avec une ou p/usieurs de ses fi/iales ou fusion de fi/ia/es :
IZJ
The amalgamation has been approved by the directors of eadl amalgamating corporation by a resolution as
required by section 177 of the Business Corporations Act on the dale set out below.
Lesadministrateursde chaque scciete quifusionne ontapprouve la fusion parvoie de resolution conformement
a I'artie/e 177 de la Loi sur les societes par actions a la date mentionnee ei-dessous.
The articles of amalgamation in substance contain the provisions of the articles of incorporation of
Les statuts de fusion reprennent essentiellement les dispositions des statuts constitutifs de
N. Harris Computer Corporation
and are more particularly set out in these articles.
et sont enonces textuellement aux presents slatuts.
Names of amalgamating corporations
Denomination soe/ale des socieies qui fusionnent
Ontario Corporation Number
Numero de la societe en Ontario
Date of AdoptionfApproval
Date d'adoption ou d'approbation
Year Month Day
annee mois jour
N. Harris Computer Corporation
001770536
2010-12-22
Cogsdale Acquisition 2010 Inc.
001834133
2010-12-22
Municipal Software Corporation
001836291
2010-12-30
SDS Software Inc.
001836251
2010-12-24
Packet Page -1765-
2
.
.
.
.
.
.
07121F (07/2007)
6/14/2011 Item 16.E.1.
3
6. Restrictions. if any, on business the corporation may carry on or on powers the corporation may exercise.
Umites, s'il ya lieu, imposees aux activites commerCiales ou aux pouvoirs de la societe.
None
7. The classes and any maximum number of shares that the corporation is authorized to issue:
Categories et nombre maximal, s71 y a lieu, d'actions que la societe est autorisee a emettre :
(i) an unlimited number of Preferred "A" shares;
(ii) an unlimited number of Preferred "B" shares;
(iii) an unlimited number of Preferred "C" shares;
(iv) an unlimited number of Class A Common shares; and
(v) an unlimited number of Class B Common shareS.
Packet Page -1766-
07121 F (07/2007)
6/14/2011 Item 16.E.1.
4
8. Rights, privileges, restrictions and conditions [If any) attaching to each class of shares and directors authority with respect to
any class of shares which may be issued in series:
Droits, privileges, restrictions et conditions, s7f y a lieu, rattaches a chaque categorie d'actions et pouvoirs
des administrateurs relatifs a chaque categorie d'actions qui peut etre emise en serie :
.
See Pages 4A to and including 41 incorporated in this form.
.
.
Packet Page -1767-
6/14/2011 Item 16.E.1.
4A
.
The rights, privileges, restrictions and conditions attaching to the Preferred "A" Shares, Preferred
"B" Shares, Preferred "C" Shares, Class A Common Shares and Class B Common Shares shall
be as follows:
1. The Corporation shall be authorized to issue an unlimited number of Preferred "A"
Shares which shall have attached thereto the following rights, conditions, restrictions,
limitations and prohibitions:
.
.
(a)
The holders of the Preferred "A" Shares shall be entitled to require the
Corporation to redeem at any time or times, all or any of the Preferred" A" Shares
registered in the name of such holder on the books of the Corporation by
tendering to the Corporation at its head office a share certificate or certificates
representing the Preferred "A" Shares which the registered holder desires to have
the Corporation redeem. Such requests shall specify a redemption date which
shall not be less than 1 0 days after the day on which the request in writing is
given to the Corporation. Upon receipt of a share certificate or certificates
representing the Preferred "A" Shares which the registered holder desires to have
the Corporation redeem, together with such request, the Corporation shall, on the
redemp~on date, redeem such Preferred "A" Shares by paying to such registered
holder the fixed amount of One Dollar ($1.00) per share (hereinafter called the
."Redemption Amount") in respect of the Preferred "A" Shares redeemed, together
with any declared but unpaid dividends thereon. From and after the redemption
date, the holder thereof shall not be entitled to exercise any of the rights of the
holders of the Preferred "A" Shares in respect thereof, unless payment of the
Redemption Amount is not made on the redemption date, in which event the
rights of the holders of the said Preferred "A" Shares shall remain unaffected.
(b) Except when entitled to by law or as provided herein, the holders of Preferred "A"
Shares shall not be entitled as such to receive notice of, or to attend at, any
meetings of the shareholders of the Corporation or to vote at any such meetings.
(c) The holders of the Preferred "A" Shares shall be entitled to receive, in any
financial year of the Corporation, dividends at such time and for such amount as
may be determined from time to time, by the directors in their discretion.
Notwithstanding the foregoing, the directors may declare and pay dividends on
any class of shares to the exclusion of any other class of share.
(d) In the event of a liquidation, dissolution or winding-up of the Corporation or other
distribution of the assets of the Corporation, whether voluntary or involuntary, the
holders of Preferred "A" Shares shall be entitled to receive the aggregate
Redemption Amount of such Preferred "A" Shares, together with any declared but
unpaid dividends thereon, before any amounts shall be paid or any property or
assets of the Corporation distributed to the holders of any Preferred "B" Shares,
Preferred "C" Shares, Class A Common Shares, Class B Common Shares or
shares of any other class ranking junior to the Preferred "A" Shares. After
payment to the holders of the Preferred "A" Shares of the amounts so payable to
McCarthy Tetrault LLl' DOCS #9915322 v. 1
Packet Page -1768-
6/14/2011 Item 16.E.1.
4B
.
them as above provided, they shall not be entitled to share in any further
distribution of the property or assets of the Corporation.
(~) In the event of the liquidatio~ dissolution or winding-up of the Corporation,
whether voluntary or involuntary, all of the property and assets of the Corporation
available for distribution to the holders of the preferred "A" Shares shall be paid
or distributed equally share for share to the holders of Preferred "A" Shares
without preference or distinction.
co The Corporation may, at any time and from time to time, purchase the whole or
any part of the Preferred "A" Shares at the lowest price at which, in the opinion of
the directors, such shares are obtainable but not exceeding an amount per share
equal to the Redemption Amount.
(g) Any amendment to the Articles of the Corporation to delete or vary any
preference, right, condition, restriction, limitation or prohibition attaching to the
Preferred "A" Shares or to create special shares r~m kine in priority to or on a
parity with the Preferred "A" Shares, in addition to the authorization by a special
resolution, must be authorized by at least two-thirds (2/3) of the votes cast at a
meeting of the holders of the Preferred "A" Shares of the Corporation (voting
separately as a class), duly called for that purpose.
Q1)
The Corporation may, upon giving notice as hereinafter provided, redeem the
whole or any part of the Preferred "A" Shares on payment for each share to be
redeemed of the Redemption Amount, together with any declared but unpaid
dividends thereon; not less than 10 days notice in writing shall be gi:ven by
mailing such notice to the registered holder of the shares to be redeemed
specifying the date and place or places of redemption; if notice of any such
redemption be given by the Corporation in the manner aforesaid and an amount
sufficient to redeem the shares be deposited with any trust company or chartered
bank in Cana~ as specified in the notice, on or before the date :fixed for
redemption, the holders thereof shall thereafter have no rights against the
Corporation in respect thereof except, upon the surrender of certificates for such
shares, to receive payment therefore out of the monies so deposited.
.
i
2. The Corporation shall further be authorized to issue an unlimited number of Preferred
'~B" Shares, which, subject to the rights of the Preferred "A" Shares, shall have attached
thereto the following rights, conditions, restdctions, limitations and prohibitions:
(a) The holders of the Preferred "B" Shares shall be entitled to require the
Corporation to redeem at any time or times, all or any of the Preferred "B" Shares
registered in the name of such holder on the books of the Corporation by
tendering to the Corporation at its head office a share certificate or certificates
representing the Preferred "B" Shares which the registered holder desires to have
the Corporation redeem. Such requests shall specify a redemption date which
.
McCarthy !Tetrault LLP DOCS #9915322 v. 1
Packet Page -1769-
6/14/2011 Item 16.E.1.
.
4C
shall not be less than 10 days after the day on which the request in writing is
given to the Corporation. Upon receipt of a share certificate or certificates
representing the Preferred "B" Shares which the registered holder desires to have
the Corporation redeem, together with such request, the Corporation shall, on the
redemption date, redeem such Preferred ''B'' Shares by paying to such registered
holder the fixed amount of One Dollar ($1.00) per share (hereinafter called the
"Redemption Amount") in respect of the Preferred "B" Shares redeemed, together
with any declared but unpaid dividends thereon. From and after the redemption
date, the holder thereof shall not be entitled to exercise any of the rights of the
holders of the Preferred "B" Shares in respect thereof, unless payment of the
Redemption Amount is not made on the redemption date, in which event the
rights of the holders of the said Preferred "B" Shares shall remain unaffected.
(b) Except when entitled to by law or as provided herein, the holders of Preferred ''B''
Shares shall not be entitled as such to receive notice of, or to attend at, any
meetings of the shareholders ~f the Corporation or to vote at any such meetings.
(c)
The holders of the Preferred ''B'' Shares shall be entitled to receive, in any
financial year of the Corporatio~ dividends at such time and for such amount as
may be determined from time to time, by the directors in their discretion.
Notwithstanding the foregoing, the directors may declare and pay dividends on
any class of shares to the exclusion of any other class of share. Provided, .
however, the directors may not declare and pay dividends on the Preferred ''B''
Shares if payment of such dividends would impair the ability of the Corporation
to redeem the Preferred "A" Shares.
.
(d) Subject to the rights of the holders of Preferred "A" Shares, in the event of a
liquidatio~ dissolution or winding-up of the Corporation or other distribution of
the assets of the Corporatio~ whether voluntary or involuntary, the holders of
Preferred ''B'' Shares shall be entitled to receive the aggregate Redemption
Amount of such Preferred ''B'' Shares, together with any declared but unpaid
dividends thereo~ before any amounts shall be paid or any property or assets of
the Corporation distributed to the holders of any Preferred "C" Shares, Class A
Common Shares, Class B Common Shares or shares of any other class ranking
junior to the Preferred "B" Shares. After payment to the holders of the Preferred
"B" Shares of the amounts so payable to them as above provided, they shall not
be entitled to share in any further distribution of the property or assets of the
Corporation.
(e) In the event of the liquidatio~ dissolution or winding-up of the Corporatio~
whether voluntary or involuntary, all of the property and assets of the Corporation
available for distribution to the holders of the Preferred ''B'' Shares shall be paid
or distributed equally share for share to the holders of Preferred ''B'' Shares
without preference or distinction.
.
McCarthy Tetrault LLP DOCS #9915322 v. 1
Packet Page -1770-
(f)
6/14/2011 Item 16.E.1.
4D
.
The Corporation may, at any time and from time to time, purchase the whole or
any part of the Preferred "B" Shares at the lowest price at which, in the opinion of
the directors, such shares are obtainable but not exceeding an amount per share
equal to the Redemption Amount.
n~) Any amendment to the Articles or the Corporation to delete or vary any
preference, right, condition, restriction, limitation or prohibition attaching to the
Preferred "B" Shares or to create special shares ranking in priority to or on a
parity with the Preferred "B" Shares, in addition to the authorization by a special
resolution, must be authorized by at least two-thirds (2/3) of the votes cast at a
meeting of the holders of the Preferred "B" Shares of the Corporation (voting
separately as a class), duly called for that purpose.
QI)
The Corporation may, upon giving notice as hereinafter provided, redeem the
whole or any part of the Preferred "B" Shares on payment for each share to be
redeemed of the Redemption Amount, together with any declared but unpaid
dividends thereon; not less than 1 0 days notice in vvriting shall be given by,
mailing such notice to the registered holder of the shares to be redeemed
specifying the date and place or places of redemption; if notice of any such
redemption be given by the Corporation in the manner afores~d and an amount
sufficient to redeem the shares be deposited with any trust company or chartered
bank in Canada, as specified in the notice, on or before the date fixed for
redemption, the holders thereof shall thereafter have no rights against ilie
Corporation in respect iliereof except, upon the surrender of certificates for such
shares, to receive payment therefore out of the monies so deposited.
.
3. lfhe Corporation shall further be authorized to issue an unlimited number of Preferred
'~C" Shares, which, subject to the rights of the Preferred "A" Shares and the Preferred
,~" Shares, shall have attached thereto the following rights, conditions, restrictions,
limitations and prohibitions:
(~)
The holders of the Preferred "C" Shares shall be entitled to require the
Corporation to redeem at any time or times, all or any of the Preferred "C" Shares
registered in the name of such holder on the books of the Corporation by
tendering to the Corporation at its head office a share certificate or certificates
representing the Preferred "C" Shares which the registered holder desires to have
the Corporation redeem. Such requests shall specify a redemption date which
shall not be less than 1 0 days after the day on which the request in ",Titing is
given to the Corporation. Upon receipt of a share certificate or certificates
representing the Preferred "C" Shares which the registered holder desires to have
the Corporation redeem, together with such request, the Corporation shall, on the
redemption date, redeem such Preferred "C" Shares by paying to such registered
holder the fixed amount of One Dollar ($1.00) per share (hereinafter called the
''Redemption Amounf') in respect of the Preferred "C" Shares redeemed, together
with any declared but unpaid dividends thereon. From and after the redemption
.
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date, the holder thereof shall not be entitled to exercise any of the rights of the
holders of the Preferred "C" Shares in respect thereof, unless payment of the
Redemption Amount is not made on the redemption date, in which event the
rights of the holders of the said Preferred "C" Shares shall remain unaffected.
(b) Each Preferred "C" Share shall entitle the holder to receive notice of and to attend
and exercise their respective votes at all annual and general meetings of the
shareholders of the Corporation, such holders of Preferred "C" Shares to be
entitled to one hundred (100) votes for each share held, provided that, upon the
death of R. Nigel H. Harris or upon any transfer of Preferred "C" Shares held by
R. Nigel H. Harris, whether voluntarily or involuntarily, by operation oflaw or
otherwise, the holders of Preferred "C" Shares shall not, except when entitled to
by law or as otherwise herein provided, be entitled as such to receive notice of, or
to attend at, any meetings of shareholders of the Corporation or to vote at any
such meetings.
(c)
The holders of the Preferred "C" Shares shall be entitled to receive, in any
financial year of the Corporation, dividends at such time and for such amount as
may be determined from time to time, by the directors in their discretion.
Notwithstanding the foregoing, the directors may declare and pay dividends on
any class of shares to the exclusion of any other class of share. Provided,
however, the directors may not declare and pay dividends on the Preferred "C"
Shares if payment of such dividends would impair the ability of the Corporation
to redeem the Preferred "A" Shares and the Preferred "B" Shares.
(d) Subject to the rights of the holders of Preferred "A" Shares and Preferred "B"
Shares, in the event of a liquidation, dissolution or winding-up of the Corporation
or other distribution of the assets of the Corporation, whether voluntary or
involuntary, the holders of Preferred "C" Shares shall be entitled to receive the
aggregate Redemption Amount of such Preferred "C" Shares, together with any
declared but unpaid dividends thereon, before any amounts shall be paid or any
property or assets of the Corporation distributed to the holders of any Class A
Common Shares, Class B Common Shares or shares of any other class ranking
junior to the Preferred "C" Shares. After payment to the holders of the Preferred
"C" Shares of the amounts so payable to them as above provided, they shall not
be entitled to share in any further distribution of the property or assets of the
Corporation.
(e) In the event of the liquidation, dissolution or winding-up of the Corporation,
whether voluntary or involuntary, all of the property and assets of the Corporation
available for distribution to the holders of the Preferred "C" Shares shall be paid
or distributed equally share for share to the holders of Preferred "C" Shares
without preference or distinction.
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..
The Corporation may, at any time and from time to time, purchase the whole or
any part of the Preferred "C" Shares at the lowest price at whic~ in the opinion of
the directors, such shares are obtainable but not exceeding an amount per share
equal to the Redemption Amount.
(g)
!
Any amendment to the Articles of the Corporation to delete or vary any
preference, right, condition, restriction, limitation or prohibition attaching to the
Preferred "C" Shares or to create special shares ranking in priority to or on a
parity with the Preferred "C" Shares, in addition to the authorization by a special
resolution, must be authorized by at least two-thirds (2/3) of the votes cast at a
meeting of the holders of the Preferred "C" Shares of the Corporation (voting
separately as a class), duly called for that purpose.
(h)
The Corporation may, upon giving notice as hereinafter provided" redeem the
whole or any part of the Preferred "C" Shares on payment for each share to be
redeemed of the Redemption Amount, together with any declared but unpaid
dividends thereon; not less than 1 0 days notice in writing shall be given by
mailing such notice to the registered holder of the shares to be redeemed
specifying the date and place or places of redemption; if notice of any such
redemption be given by the Corporation in the manner aforesaid and an amount
sufficient to redeem the shares be deposited with any trust company or chartered
bank in Canada, as specified in the notice, on or before the date fixed for
redemption, the holders thereof shall thereafter have no rights against the.
Corporation in respect thereof except, upon the surrender of certificates for such
shares, to receive payment therefore out of ~e monies so deposited.
.
4. the Corporation shall further be authorized to issue an unlimited number of Class A
ctommon Shares and Class B Common Shares, whic~ subject to the rights of the
Jj>referred "A" Shares, Preferred "B" Shares and Preferred "C" Shares shall have attached
~ereto the following rights, conditions, restrictions, limitations and prohibitions:
(a) The holders of the Class A Common Shares and Class B Common Shares shall be
entitled to receive, in any financial year of the Corporation, dividends at such time
and for such amount as may be determined from time to time, by the directors in
their discretion. Notwithstanding the foregoing, the directors may declare and pay ,
dividends on any class of shares to the exclusion of any other class of share.
Provided" however, the directors may not declare and pay dividends on the Class
A Common Shares or the Class B Common Shares if payment of such dividends
would impair the ability of the Corporation to redeem the Preferred "A" Shares,
the Preferred "B" Shares and the Preferred "C" Shares.
(b) The holder of a Class A Common Share or a Class B Common Share shall be
entitled to one (1) vote for each Class A Common Share or Class B Common
Share held by him at all shareholders' meetings.
.
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(c)
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6/14/2011 Item 16.E.1.
4G
Subject to the rights of the holders of Preferred "A" Shares, Preferred "B" Shares
and Preferred "C~' Shares and of shares of any other class ranking in priority to
the Class A Common Shares and the Class B Common Shares, in the event of the
liquidation, dissolution or winding-up of the Corporation, whether voluntary or
involuntary, the holders of Class A Common Shares and Class B Common Shares
shall be entitled to receive the remaining property and assets of the Corporation.
Such property or assets available for distribution to the holders of Class A
Common Shares and Class B Common Shares shall be paid or distributed equally,
share for share, to the holders of Class A Common Shares and Class B Common
Shares without preference or distinction. .
(d)
The Corporation may, at any time and from time to time purchase for cancellation
the whole or any part of the Class A Common Shares or Class B Common Shares
at the lowest price at which, in the opinion of the directors, such shares are
obtainable, but not exceeding the purchase amount (as defined herein) together
with all dividends declared thereon and unpaid. For purposes of this paragraph,
the "purchase amount" of any Class A Common Share or Class 13 Common Share
shall be an amount determined by dividing the en bloc fair market value of all the
issued and outstanding Class A Common Shares and Class B Common Shares of
the Corporation at the date of such purchase by the number of such shares then
issued and outstanding. The en bloc fair market value of such shares shall be the
amount determined to be the fair market value in accordance with generally
accepted valuation principles.
(e) . Any amendment to the Articles of the Corporation to delete or vary any
preference, right, condition, restriction, limitation or prohibition attaching to the
Class A Common Shares or Class B Common Shares, or to create special shares
ranking in priority to, or on a parity 'with, the Class A Common Shares or Class B
Common Shares in addition to the authorization by a special resolution, must be
authorized by at least two-thirds (2/3) of the votes cast at a meeting of the holders
of each of the Class A Common Shares and Class B Common Shares of the
Corporation (each voting separately as a class), duly called for that purpose.
5. Subject to the provisions of paragraph (6) below, the existing one thousand (1,000)
Common Shares, which have been redesignated, pursuant to paragraph (3) above, as
Class A Common Shares, shall be reclassified as two million, five hundred thousand
(2,500,000) Preferred "A" Shares, ninety (90) Class A Common Shares and ten (10)
Class B Common Shares, such two million, five hundred thousand (2,500,000) Preferred
"A" Shares, ninety (90) Class A Common Shares and ten (l0) Class B Common Shares
together to have an aggregate stated capital equal to the converted Class A Common
Shares.
6.
.
It is intended that the fair market value of all Preferred "A" Shares, Class A Common
Shares and Class B Common Shares issued pursuant to paragraph (5) above shall equal
the fair market value of the converted Class A Common Shares. In the event that any
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.
dxing authority having jurisdiction should determine that the fair market value or the
~justed cost base of the outstanding Class A Common Shares immediately before the
conversion is higher or lower, as the case may be, than the amount set out as a basis for
tlie conversio~ the fair market value and/or the adjusted cost base determined by such
taxing authority, or in the event of the dispute, such amount as shall be determined by the
qourts, or by agreement between the Corporation and the taxing authority, to be the
actual fair market value and/or adjusted cost base, shall be substituted as the basis for the
conversion from the Class "A" Common Shares to the Preferred "A" Shares, Class A
Oommon Shares and Class B Common Shares ab initio.
7. 11). the event that the fair market value is increased pursuant to paragraph (6) above, the
dorporation will issue and allot to the holders of the Preferred "A" Shares issued
pursuant to paragraph (5) above, such number of additionally fully paid and non-
a$sessable Preferred "A" Shares as will result in the holders having received value in an
ainount equal to the aggregate of:
(~) the amount by which the increased fair market value determined pursuant to
paragraph (6) above exceeds Two Millio~ Five Hundred Thousand Dollars
($2,500,000.00); and
Cl?)
an amount equal to interest on such excess, computed from the date of conversion
hereof up to and including the date of issue and allotment of the additional shares
at a rate per annum equal to the rate then prescribed by Revenue Canada pursuant
to the Regulations to the Income Tax Act and compounded annually.
.
I
,
8. ~ the event that the fair market value is decreased pursuant to this paragraph (6), below
the sum of Two Millio~ Five Hundred Thousand Dollars ($2,500,000.00), the holders of
t1h.e Preferred "A" Shares issued pursuant to paragraph (5) above will donate to' the
I
Corporation such number of fully paid and non-assessable Preferred "A" Shares as will
result in the holders having donated to the Corporation value in an amount equal to the
aggregate of:
(a)
the amount by which Two Millio~ Five Hundred Thousand Dollars
($2,500,000.00) exceeds the decreased fair market value determined pursuant to
this paragraph (6); and
CP)
an amount equal to the sum of all dividends paid by the Corporation after the date
of conversion hereof up to and including the date on which the aforementioned
donation is made on the number of shares required by this paragraph (6)(b ) to be
donated to the Corporation.
9. The directors, vvithout authorization of the shareholders, may from time to time on behalf
qf the Corporation:
(/'i) borrow money upon the credit of the Corporation;
.
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(b)
(c)
6/14/2011 Item 16.E.1.
4I
issue, re-issue, sell or pledge bonds, debentures, notes or other evidence of
indebtedness or guarantee of the Corporation, whether secured or unsecmed;
to the extent permitted by the Canada Business Corporations Act give a guarantee
on behalf of the Corporation to secure performance of an obligation to any
person;
Cd)
mortgage, hypothecate, pledge or otherwise create a security interest in all or any
currently owned or subsequently acquired real or personal, movable or
immovable property of the Corporation including book debts, rights, powers,
franchises and undertakings, to secure any such bonds, debentures, notes or other
evidence of indebtedness or guarantee or any other present or future indebtedness
or liability of the Corporation; and
Ce)
delegate to a director, a committee of directors, or an officer, or one or more of
them as may be designated by resolution of the directors, all or any of the powers
conferred by the foregoing provisions to such extent and in such manner as the
directors of the Corporation may determine at the time of such delegation.
Nothing in the above provisions shall limit or restrict the borrowing of money by
the Corporation on bills of exchange or promissory notes made, drawn, accepted
or endorsed by or on behalf of the Corporation.
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07121F (0712007)
6/14/2011 Item 16.E.1.
9. The issue, transfer or ownership of shares islis not restricted and the restrictions [If any) are as follows:
L'emission, Ie transfert au la proprfete d'actions estIn'est pas restreint. Les restrictions, 571 y a lieu, sont les suivantes :
No share of the Corporation may be transferred unless its transfer complies with
the restriction on the transfer of securities set out in paragraph 10 hereof.
10. Other provisions. [If any):
Autres dispositions, 571 y a lieu:
No security of the Corporation, other than a non-convertible debt security, may be
transferred without the consent of:
(a) the board of directors of the Corporation, expressed by a resolution duly
passed at a meeting of the directors;
(b) the majority of the directors of the Corporation, expressed by an instrument or
Instruments in writing signed by such directors;
(c) the holders of the voting shares of the Corporation, expressed by a resolution
duly passed at a meeting of the holders of voting shares; or
(d) the holders of the voting shares of the Corporation representing a majority of
the votes attached to all the voting shares, expressed by an instrument or
instruments in writing signed by such holders.
See page SA incorporated in this form.
11. The statements required by subsection 178(2) of the Business Corporations Act are attached as Schedule "A".
Les declarations ex/gees aliX tennes du paragraphe 178(2) de la Loi sur les societes par actions constituent I'annexe A.
12. A copy of the amalgamation agreement or directors' resolutions (as the case may be) is/are attached as Schedule "B".
Une capie de la convention de fusion ou les resolutions des administraieurs (selon Ie cas) constitue(rrt) I'annexe 8,
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6/14/2011 Item 16.E.1.
10. Other provisions, ifany, are:
Autres dispositions, s'il y a lieu:
(2) The by-laws of the Corporation shall be the same as the by-laws of the former N.
HARRIS COMPUTER CORPORATION such by-laws from and after the effective date
hereof to be supplemented, amended or repealed in accordance with the provisions of the
Business Corporations Act relating to the making, amending and repealing of by-laws.
DOCS#9915468v.l
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SA
07121E (0512007)
6/14/2011 Item 16.E.1.
6
These articles are signed in duplicate.
!.es presents statuts sont sign6s en doubl8 exemplalre.
.
Name and original signatul'& of a director or authorized signing officer of each of !he amalgamating corporations.
Include lhe name m each axporation, !he signalories name and desCliption of office (e.g. president. secretary). Only
II dIrector or au1bortzed signing officvr !:lIn sign em blIhalf of the wrporation.1 Nom of signature originaTe d'UR
administrateur au d'lJD BigrlBtBke autonse de cheque societe qui fu:;ionne. fndiquer la d9nominalion soclafr: de Chflque
socrere. Ie nom du signstBire et sa mnc50n (p. ex : presidenl. secretsireJ. Seuf un administl'ateur' ou un dfrigeant
habl1lt~ pam signor au nom de ht soclam.
N. HARRIS COMPUTER CORPORATION
Narnas 0'1 COlpOratiOIUl J o,;""m/lfl60D SDeisT" dss sor:Ritils
BytPa~
~fffL Mark H. Leonard
~~t Stgnsrun/. Print name of signatOry J
~' Nom du signafaire en /ethw mauJ8es
Director
Descripticn at Olfice I Fonctian
COGSDALE ACQUISITION 2010 INC.
Names of CorpcralionsJ DenDminafft:fl SDd8!e d9$ .socili!lis
~~
Sign t Sigr.atzJV
Mark H. Leonard
Director
Description of OffICe J ~
Print name of sigmrtDry ,
Nom du signe:al1e en IefiI'8s ,."".J!ees
MUNICIPAL SOFlvVARE CORPORATION
.
Names of ClltpOralions I C>enDDllns/ion socials l19s sociBtas
#P/A'
Sllln "1 Sl!in~V
Mark H. LeOnard
Director
Desaiplion of Office J Fonc50n
Print name of signatD.-y I
Nom du ~[re en 1elt1es mOllfllBs
SOS SOFTWARE INC.
Namss of Caparalic",s' DBr.orrJrlaliorJ $Oc:ia!e des sociGtes
Mark H. Leonard
Director
Print name or $ign21ory f
Nom du IlignatBlte en latir&s moulees
Oescri;siion or OIfjce ; Foncti:Jn
Name", or Corporations J Denominaticn sociaJe des stl~
By t par
SlgnatuBl Slgnat1n8
Frinlname of ,.igJ1ZloJy /
N= DU slgnafajre en ts:trBs mcwllEes
D-.ACrillliOll of OlrlCe J Fcnc50n
.
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6/14/2011 Item 16.E.1.
Schedule "A"
N. HARRIS COMPUTER CORPORATION
Statement
L Marie R Leonard, Director ofN. Harris Computer Corporation (the "CoIpomtionj.
refer to the proposed amalgamation of the Corporation v.ifu Cogsdale Acquisition 2010 Inc.
("CogsdaIe"), Municipal Software Corporation ("Municipalj and SDS Software Inc. ("SDSj
and hereby state that:
1. There are reasonable grounds for believi.ng that:
(a) each of the Corporation, Cogsdale. Municipal and SDS is able to pay its liahilities
as they become due;
(b) the corporation continuing from the amalgamation of the Corporation, Cogsdale,
Municipal and SDS (the <<Amalgamated Corporation") will be able to pay its
liabilities as they become due;
(c) me realizable value of the Amalgamated Corporation's assets immediately after
the issuance of the ev"'l1ificate of amalgamation giving effect to the said
amalgamation will not be less than the aggregate of its liabilities and stated capital
of all classes; and
(d) no creditor of the Corporation, Cogsdale, Mtmicipal or SDS will be prejudiced by
the said amalgamation.
2. No creditor has notified the COIporaiion that such creditor objects to the proposed
amalgamation.
DATED
be.c:e..-.---~ C}-9-
.2010.
~
Marl>: H. Leonard, Director
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Schedule ':A"
COGSDALE ACQUISITION 2010 INC.
Statement
L. MaLl( H. Leonard, Director of CogsdaIe Acquisition 20 I 0 Inc. (the "Corporation"),
refer to the proposed amalg-amation of the Corpomtion VVTih N. Harris Computer CotpOration
eN. 'Harris"), Municipal Software Corporation ("Municipal") and SDS Software Inc. ("'SDS")
and hereby state tha:i::
1. There are reasonable grounds for believing that:
(a) each of the Corporation. N. Hanis. MumcpaI and SDS is able to pay its liabilities
as they become due;
(b) the corpo:ration continuLJ.g from the amalgamation of the CoIporation, N. Hanis.
Municjpal and SDS (the "iunalgamated Corporation") will be able to pay its
liabilities as they become due;
(c)
the realizable value of the Amalgamated Corporation's assets immediately after
the issuance of the certificate of amalgamation givmg effect to the said
;rrn~lgamrtion will not be less than the aggrega-'"te ofits liabilities and stated capital
of all classes; ~d
.
: (d) no creditor of the Corporation, N. Ranis, Municipal or SDS will be prejudiced by
the said amaigamation.
i
2. No Creditor has notified the Corporation that such creditor objects tb the proposed
amalgamation.
DA'ij3D
D~ d-d-
. 201 O.
~
IV1.al"k H.. Leonard, D~ector
M~y Titra-.ut UP DOCS #9914963 Y. 1
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6/14/2011 Item 16.E.1.
Schedule "A"
MUNICIPAL SOFI'W ARE CORPORATION
Statement
1. Mark H. Leonard, a Director of Municipal Software CoIpor~:ti.on (the "Corporation''), .
refer to the proposed amalgamation of the Corporation with N. Harris Computer Corporation
("N. Harris''), Cogsdale Acquisition 20 ~ 0 Inc. ("Cogsdale") and SDS Software Inc. ("SDS'') and
hereby state that:
1. There are reasonable grounds for believing that:
(a) each of the Corporation, N. Harris, Cogsdale and 80S is able to pay its liabilities
as they become due;
(b) the corporation continuing from the amalgamation of the Corporation, N. Harris,
Cogsdale and 80S (the ".Amalgamated CoIporation") will be able to pay its
liabilities as they become due;
(c)
the realizable value of the Ar-nalgamated Corporation's assets immediately after
the issuance of the c.,'"rtificate of amalgamation giving effect to the said
am~gamation will not be less than the aggregate of its liabilities and stated capital
of all classes; and
(d) no creditor of the Corporation, N. Harr.s, Cogsdale or 80S will be prejudiced by
the said amalgamation.
2. No creditor has notified the COIporation '!hat such creditor objects to the proposed
amalgli1-nation.
DATED
b~6e..v- 30
.2010.
~
Ma.-k H. Leonard, Director
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Schedule "A"
SDS SOFTWARE me.
Statement
I. Mark H. Leonard, director of SDS So:ftv.rare Inc. (the "Corporation"), refer to the
proposed amalgamation of the Corporation. with N. Harris Computer COJ:poration ('"N. Hams"),
Cogsdale Acquisition 2010 Inc. C'Cogsdale") and Municipal Software Corporation
C"Muriicipal") and. hereby state that
I
1. There are reasonable grounds for believing that:
, (a) each of the Corporation, N. Harris, Cogsdale and Municipal is able to .pay its
liabilities as they become due;
the corporation con1i:nning from, the amalgamation of the Corporation, N. Harris,
Cogsdale and Municipal (1he "Amalgamated Corporation") will be able to pay its
liabilities as they become due;
(c) the realizable value of the Amalgamated Corporation's assets immediately after
the issuance of the certificate of amalgamation giving effect to the said
amalgamation will not be less than the aggregate of its liabilities and stated capital
of all classes; and . . .
Cd) no creditor of the Corporation, N. Harr...5, Cogsdale or Municipal will be
prejudiced by the said amalgamation.
2. N6 creditor has notified the Corporation that such creditor obj~tS to the proposed
amalgamation.
I
DATJID t~~ d'-f ',2010.
.
~
Mark H. Leonard, Director
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6/14/2011 Item 16.E.1.
Schedule "Bn
N. HARRIS COMPUTER CORPORATION
Tne undersign~ being the sole dir--..ctor ofN. HARRIS COMPUTER CORPORATION,
hereby signs the following resolution:
AMALGA-M.ATION 'WITH COGSDALE ACOUISmON 2010 lNC~ MUNICIPAL
'SOFTW_.<\.RE CORPORATION AND SDS SOFTW ARE INC.
RESOLVED that:
1. The amalgamation oftb.e Corporation with Cogsdale Acquisition 2010 Inc., Municipal
Software Corporation and 80S Software Inc. pursuant to the provisions of subsection 177(1) of
the Business Corporations Act (On1a:rio) is approved and authorized.
2. Upon the amalgamation becoming effective, all the shares of Cogsdale Acq-uisition 2010
Inc., Municipal Software Corporation and SDS Software Inc. shall be cancelled without any
repayment of capital in respect thereof.
3. The articles of amalgamation of the corporation continuing from the amalgamation (the
"Amalgamated Corporation") shall be the same as the articles of the COIpOranon.
4. No securities sball be issu~ and no assets shall be distributed, by the Amalgamated
Corporation in connection with the amalgamation. .
5. The by-laws offue Amalgam~ed Corporation shall be the same as the by-laws of the
Corporation, such by-laws after the amalgamation becoming effective to be supplemented,
amended or repealed in accordance with the provisions of the Business Corporatio1".3 Act
(Ontario) relating to the making, amenmT'g and repealing of by-laws.
6. Any officer of the Corporation is authorized and directed to do all such acts and things and to
execute or cause to be executed (whether under the corporate seal of the Corporation or
otherwise) all such instruments, agreements and other documents as in.such officer's opinion
m~y be necessary or desirable to complete the amalgamation hereby approved and authorizecL
DATED
h~y d-d- .201~
Ma:r..l( H. Leonard
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Schedule "B"
.
COGSDALE ACQ1JISITION 2010 INC-
The undernign"'--d, being the sole director of COGSDALE ACQUISmON 2010 INC.,
hereby signs the following resolution:
AMALGAM.ATION WITH N. liA...ltRIS COIvrPUTER CORPORATION. MUNICIPAL
SOFTWARE CORPORATION AND SDS SOFTWAltETh.'C_
RESOLVED that:
1. The amalgamation of the Corporation with. N. Ranis Computer Corporation, Municipal
Software Corpomtion and SDS Software Inc. pursuant to the provisions of subsection 177(1) of
the Business Corporations Act (Ontario) is approved and authorized.
2. Upon the amalgamation becoming effective, all the sl:..a:res of the Corporation shall be
canqelled without any repayment of capital in respect the...-eof.
3. The articles of amalgamation of the corporation continuing from the amalgamation (the
cc Amalgamated Corporation'') shall be fue same as the articles ofN. Harris Computer
CorPoration.
4. No securities shall be issued, and no assets shall be distributed, by the Amalgamated
Corporation in connection with the amalgamation.
s. the by-laws of the Amalgamated Corporation shall be the same as the by-lav.'S ofN. F..arris
COllfputer COiponmon, such by-laws after the amalgamation becoming effective to be
supplemented, amended or repealed in accordance with the prov.lSions of the Business
Corporations Act (Ontario) relating to the maldng, amending andrepea1ing of by-laws.
6. Any officer of the Corporation is au'lhorized and directed to do all Such acts and things and to
eXec}ute or cause to be executed (whether under the corporate seal of the Corporation or
othe!rwise) all such instroments, agreements and other documents as in. such officer's opinion
may! be necessary or desirable to complete the amalgamation hereby 2ppi"oved and authorized.
DATED ~e~b~.;J.;l.
.
.~
Ma!'k H. Leonard
McCarthy Tetrlzul! UP DOCS #99/4963 v_ 1
i
I
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PacketPage-178S-
6/14/2011 Item 16.E.1.
:.
Schedule "B"
MUNICIPAL SOFTWARE CORPORATION
The tmdersigned, being all the directors ofMUNICIP AL SOFIW ARE
CORPORATION, hereby sign the following resolution:.
AM.ALG:AM..ATION WITH N. HARRIS COMPUTER CORPORATION. COGSDALE
. ACOlJISmON 2010 INC. ANn SDS SOFTWARE INC.
RESOLVED that:
1. The amalgamation of the CoIporation with N. Harris Computer Corporation, Cogsdale
Acquisition 2010 Inc. and SDS Software Inc. pursuant to the provisions of subsection 177(1) of
the Business C07porations Act (Ontario) is approved and authorized. .
2. Upo~ the amalgamation becoming effective, all the shares of the Corporation shall be
cancelled without any repayment of capital in respect thereof.
3. The articles of amalgamation of the corporation continuing from the amalgamation (the
"Amalgamated Corporation") shall be the same as the articles ofN. Harris Computer
Corporation.
.
4. No securities shall be iss~ed. and no assets shall be distributed, by the Amalgamated
Corporation in connection 'with the amalgamation.
5. The by-laws of the Amalgamated Corporation shall be the S&lle as the by-laws ofN. Harris
Computer Corporation, such by-laws after the amalgamation becoming effective to be
supplemented. amended or repealed in accordance with the provisions of the Business
Corporations Act (Ontario) relating to the making. amending and repealing of by-laws.
6. Any officer of the Corporation is authorized and directed to do all ~uch acts and things and to
execute or cause to be executed (whether under the corporate seal of the Corporation or
otherwise) all such instruments, agreements and other documents as in such officer's opinion
may be necessary or desirable to complete the amalgamation hereby approved and authorized.
DAlED
D~ber 30
.~
MarIe H. Leonard -
John Billowits
. McCarthy Titr=lt LLP DOCS ii99I4963 v. 1
Packet Page -1786-
6/14/2011 Item 16.E.1.
: Schedule "B"
.
1. ;The amalgamation of the Corporation with N. Harris Computer Corporation, Cogsdale
Ac4uisitiO;1 2m 0 Inc. and SDS Software Inc. pursuant to the provisions of subsection 177(1) of
the'Business Corporations Act (Ontario) is approved and authorized.
2. (Upon the amalgamation becoming effective, all the shares of the COIpora:tion shall be
cmicelled without any repayment of capital in respect thereof.
3. i The articles of amalgamation of the corporation continuing from the amalgamation (the
"A:J:na1gamated Corporation") shall be the same as the articles orN. Harris Computer
~otporation.
4. ,No securities sball be issued, and no assets shall be distribu"J.ed.. by the Amalgamated
COfporation in connection with the amalgamation..
5. 'The by-laws of the Amalgamated Corporation shall be the same as the by-laws oiN. Harris
Computer Corporation, such by-laws af"ter the amalgamation becoming effective to be
supplemented, amended or repealed in accordance with the provisionS of the Business
Corporations Act (Ontario) relating to the making, amending and repealing of by-laws.
.
6. j Any officer of me CoIporation is authorized and di.rected to do all such. acts and things and to
exckute or cause to be executed (whether.underthe corporate seal of the Corporation or
D~erwise) all such instruments" agreements and other documents as in such officer's opinion
may be ne"'..essary or desirable to complete the amalgamation hereby approved and authorized.
I
b~w- -50
DATED
. Z010.
MmklLUonard fdiJ
John BiLlowits
;
Mc9arthyTiJraulLLLP DOCS#9914963v.l
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Packet Page -1787-
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6/14/2011 Item 16.E.1.
Schedule "B"
SDS' SOFI'W ARE INCa
The undersigned, being the sole director ofSDS SOFrw ARE INC., hereby signs the
following resolution:
AMALGA.MATION WITH N. HARRIS COMPUIER CORPORATION. COGSDALE
AcoursmoN 2010 INC. AND MUNICIP AI, SOFTWARE CORPORATION
REsaL V hi) that:
1. The amalgamation of the Corporation v.'ith N. .Harris Computer Corporation, Cogsdale
Acquisition 2010 Inc. and Municipal Software Corporation pursuant to the provisions'of
subsection 177(1) of the Business Corporations Act (Ontario) is approved. and author1.zecL
2. Upon the amalgamation becoming effective. all the shares of the Corporation shall be
cancelled without ~y repayment of capital in respect thereof. "
3. The articles of amalgamation of the corporation continuing from the amalgamation (the
"'Amalgamated Corporation") shall be the same as 1he articles ofN. Harris Computer
Corporation.
4. No securities shall be issued. and no assets shall be dismou!ed, by the Amalgamated
Corporation in connection with the amalgamation.
5. The by-laws of the ..c\malgamated Corporation shall be the same as the by-laws ofN. Harris
Computer Corporation, such b)7-Iaws after the a.-naIgamation becoming effective to be
supplemented. amended or repealed in accordance with me provisions of the Business
Corporations Act (OJ;lta.rio) relating to the m8king, amending and repealing of by-laws.
6. Any officer of the Corporation is authorized and dire~ed to do all such acts and things and to
execute or cause to be executed (whe1her under the corporate seal oftbe" Corporation or
otherwise) all such instruments, agreements and other documen'".s as in such officer's opinion
may be necessary or desirable to complete the amalgamation hereby appI?ved and authorized.
DATED ~~b~ d-i- 20-~
.~
Mark H. Leonard
McCartf.ry Tetrault UP DOCS #99]4963 v. J
Packet Page -1788-