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#18-7341-WV (Marsh Clearsight) MARSH CLEARSIGHT Collier County Agreement#18-7341-WV SOFTWARE LICENSE AND SERVICES AGREEMENT This SOFTWARE LICENSE AND SERVICES AGREEMENT(this"Agreement")is entered into as of November 24, 2018(the"Effective Date")by and between Marsh ClearSight LLC,a Delaware limited liability company with offices at 540 West Madison Street,Chicago, Illinois 60661 ("Ucensor'or"Contractor"), and Collier County Board of County Commissions.c/o Risk Management Division, a political subdivision of the State of Florida with offices at 3311 East Tamiami Trail, Naples, Florida 34112 ("Client or"County"). In consideration of the mutual agreements contained herein and intending to be legally bound hereby, Licensor and Client hereby agree to all of the following terms and conditions. 1. Definitions. Data shall be considered Confidential Information (a)"Affiliate"shall mean,with respect to a of the Client. party, its parent company and subsidiaries and/or (d)"Custom Software"shall mean controlled corporations or entities which are directly specifically modified versions or modules of the or indirectly controlled(through ownership of more Software created by Licensor pursuant to a signed than fifty percent(50%)of the voting stock or Statement of Work,Services Addendum or other rights, by control of a majority of the directors of the written agreement between the parties. corporation,by contract or arrangement, or (e)"Documentation"shall mean, in otherwise)by a party. printed or electronic form,each of the manuals, (b)"Client Data"shall mean the data user guides,technical specification documents and provided or inputted by or on behalf of Client, other instructional and reference materials including European Union's General Data generally distributed by Licensor regarding the Protection Regulation personally identifiable Software or distributed by Licensor to Client information,for use with the Licensed Software, regarding the Custom Software, all as updated and excluding any Confidential Information of Licensor. redistributed by Licensor from time to time. (c)"Confidential Information"shall be (f)"Fees"shall mean the applicable subject to Florida Statute§501.171. Security of license, implementation, conversion, Confidential Personal Information, Chapter 119, customization, consulting, maintenance, support Florida Statutes, also known as the Public Records and services fees payable pursuant to this Law, and the Florida Sunshine Law, Chapter 286, Agreement, including as set forth in the Fla.Stat.collectively,this Agreement,as well as all Compensation Summary and the Billing Schedule confidential and proprietary information of a party, in any Statement of Work. including,without limitation, regarding a party's (g)"Licensed Software"shall mean the business plans and strategies; products and Software, Upgrades and Custom Software. technology;software,source code and object code; clients or prospective clients; data models; (h)"Licensed Technology"shall mean inventions, developments,formulae and the Licensed Software and Documentation. processes; know-how, show-how,discoveries, (i)"Products and Services Schedule" improvements,works of authorship, concepts, shall mean the terms attached hereto as Exhibit mask works, and ideas, or expressions thereof, A pursuant to which Licensor shall provide and whether or not subject to patents,copyright, Client shall purchase the Services. trademark, trade secret protection or other intellectual property right protection(in the United (j) "Proprietary Rights"shall mean all States or elsewhere); and whether or not stored, copyright, patent,trademark,trade secret and compiled or memorialized physically,electronically, other intellectual property and proprietary rights. graphically, photographically or in writing. Client 000 MARSH (k)"Restricted Entity"shall mean any (a)License. Subject to all the terms and individual, partnership, limited liability company, conditions of this Agreement, Licensor hereby corporation,joint venture,trust,association or other grants to Client,for the term set forth in the entity owned or controlled by, or acting as an agent Statement(s)of Work, a non-exclusive, non- for,any person or entity with whom a U.S. citizen, transferable, non-assignable, non-sublicensable, national, or company organized under the laws of limited license for Client and its Affiliates(subject to or operating in any state or territory of the U.S. is Sections 2(d)and(e))to access,display and use prohibited from engaging in any transactions by the Licensed Technology solely for the internal U.S. laws, including without limitation, a person on business purposes of Client and its Affiliates and to the Specially Designated Nationals List published manage information relating only to Client and its by the United States Department of the Treasury's Affiliates, but not any third parties, and not for any Office of Foreign Assets Control("OFAC"), or any other purpose or in any other manner. other person or entity with whom or which (b)License Restrictions. Nothing in this transactions are prohibited by OFAC regulations. Agreement shall be construed as a grant to Client (I)"Seat"shall mean an individual of any right to,and Client shall not, and shall not (including an employee or agent of a Service permit any third party to: (i) reproduce any of the Provider) using or accessing the Licensed Licensed Technology or any portion thereof, Software. (provided,that Client shall be permitted to make a (m)"Service Provider"shall mean a third- reasonable number of copies of the party service provider of Client's or of its Affiliate(s) Documentation and any locally-hosted Licensed that provides services on behalf of and for Client or Software for its internal training,testing and backup its Affiliate(s)(and not as a service bureau). purposes); (ii)distribute,disclose or allow use of any of the Licensed Technology,or any portion (n)"Services"shall mean the thereof, in any format,through any timesharing • implementation, support, maintenance, service,service bureau, network or by any other programming and other services specified in any means,to or by any third party; (iii)decompile, Statement(s)of Work,work orders or services disassemble,or otherwise reverse engineer or addenda, or otherwise provided by Licensor attempt to reconstruct or discover any source code pursuant to this Agreement. or underlying ideas or algorithms of the Licensed (o)"Software" shall mean the object code Technology in any manner; (iv)create derivative version of the software products set forth in the works from, modify or alter any of the Licensed deliverables section of any applicable Statement of Technology in any manner whatsoever, (v)use the Work hereto and made available to Client under Licensed Software or any component thereof this Agreement by Licensor. (excluding Client Data)to construct a database of any kind or to improve the quality of any data sold (p)"Statement of Work"shall mean any or contributed by Client to any third party; (vi)store statement of work entered into and mutually the Licensed Software(excluding Client Data), in approved by the parties pursuant to this its entirety or in any part in databases for access by • Agreement from time to time; upon execution such Client or any third party; (vii)distribute any Statement(s)of Work shall be deemed to be database systems containing data(excluding incorporated by reference into this Agreement. Client Data)obtained from the Licensed Software; (q)"Upgrades"shall mean all updates, (viii) create Internet'links"to or from the Licensed new versions, mod cations and subsequent Software or"frame"or"mirror"any of Licensor's releases of the Software. Upgrades shall not content which forms part of the Licensed Software; include new or different applications, platforms or (ix) use or access the Licensed Technology in a editions which are not extensions to or manner, or act otherwise in any manner, that could replacements for the Licensed Software, but which damage,disable, overburden,or impair any may use some or all of the code from the Licensed Licensor servers or the networks connected to any Software. Licensor server, (x)interfere with any third party's use and enjoyment of the Licensed Technology; or 2. License Grant and Restrictions. (xi)attempt to gain unauthorized access to the 2 Licensed Technology,accounts,computer updated list of such Affiliates to Licensor systems,or networks connected to any Licensor semi-annually if there are any changes or server through hacking, password mining, or any additions to such list of Client's Affiliates; other means. (II)any rights granted hereunder with (c)Seats. The number of permitted Seats respect to the Licensed Technology to any shall be as set forth in the Statement of Work, of Client's Affiliates and Service Providers Client acknowledges and agrees that each Seat shall expire or terminate immediately upon shall access and use the Licensed Technology the expiration or termination of the through a unique and reasonably secure Agreement in accordance with its terms; usemame/user identification and password„ (iii)all access and use of the Licensed Except Client's and its Affiliates'system Technology by Client's Affiliates and administrators where reasonably necessary for Service Providers shall be subject to all of administrative or security purposes, no Seat may the terms and conditions of this use the usemame/user identification or password Agreement; and of any other Seat (d)Third Party Access. Subject to Client shall be fully responsible for(1) Section 2(e), Client shall also have the right for ensuring the compliance of all such Client's Client and Affiliates to permit its Service Providers Affiliates and Service Providers with the terms and conditions of this Agreement; to access,display and use the Licensed and (2)all violations of the terms or Technology solely for the benefit of Client and its conditions of this Agreement by Client's Affiliates, and in accordance with the terms and Affiliates and Service Providers. conditions of this Agreement, provided that: (f)Proprietary Rights. As between Client (i) except as otherwise expressly agreed and Licensor, Client acknowledges that Licensor is by Licensor in writing, no such Service the exclusive owner of all right,title and interest in Provider is engaged in, or is an affiliate or and to all Licensed Technology and all Proprietary subsidiary of any person or entity engaged Rights related thereto, regardless of any in,the claims, compliance or risk management software business; participation or collaboration by Client in the design,development or implementation of any (ii)Client shall provide thirty(30)days' such Licensed Technology. No title or ownership advance written notice of such Service of Proprietary Rights in and to the Licensed Provider to Licensor and Licensor does not Technology, or any component thereof, is object to such Service Provider within transferred to Client, its Affiliates or any third fifteen (15)days of Licensor's receipt of parties hereunder. To the extent that any such such notice from Client; and Proprietary Rights do not otherwise vest in (iii)no Service Provider shall have any right Licensor or its licensors, Client hereby agrees to to access,display or use the Licensed promptly assign such Proprietary Rights to Technology unless the Service Provider Licensor or its licensors, and to do all other acts has agreed in writing in advance to be reasonably necessary to perfect Licensor's or its bound by a Third-Party Licensee licensors'ownership thereof,without additional Agreement acceptable to Licensor. consideration of any kind. (e)Affiliates,Service Providers; (g)Notices of Infringement; Assistance. Generally. Client acknowledges and agrees In the event Client discovers or is notified of an that: actual or suspected infringement or misappropriation of the rights of Licensor or its (i)those of Client's Affiliates who will be licensors in or to the Licensed Technology, or any using, accessing or displaying the Licensed component thereof, or any unauthorized disclosure Technology shall be set forth on Schedule of,access to,or use of the Licensed Technology 2(e)(i), as amended from time to time, of (each, an"Infringement"),Client shall: (i) this Agreement. Client shall provide an immediately notify Licensor of such known or 3 suspected Infringement;and(ii)terminate such disclose certain Client Data, including personally Infringement if and to the extent within Client's or identifiable data regarding employees or other its Affiliates'control individuals,to Licensor for the benefit of Client or (h)Proprietary Notices. Client shall not its Affiliates. Client represents and warrants to remove any copyright, patent,trademark or other Licensor that: (i)Client its Affiliates,the Service proprietary or restrictive notice or legend contained Providers, and such other third parties are in any of the Licensed Technology, and Client shall authorized to disclose the Client Data to Licensor reproduce all such notices and legends on all for use pursuant to this Agreement; (ii)such copies of the Licensed Technology that are disclosure does not and shall not violate applicable permitted to be made hereunder. Client further law or, if applicable, Client's or its Affiliates' agrees to reasonably cooperate with and assist agreements with or privacy notices to individuals Licensor(at Licensors sole expense)in protecting with respect to whom the Client Data relates;and enforcing and defending Licensor's rights in and to (iii)Client shall not request Licensor to use, the Licensed Technology. disclose or otherwise process Client Data in any manner that would not be permissible under (i)Client Obligations. In furtherance of applicable law or, if applicable, Client's or its the foregoing, Client shall: (i)provide Licensor with Affiliates'agreements with or privacy notices to reasonable access to Client's premises as individuals with respect to whom the Client Data appropriate to enable Licensor to perform its relates, if done by Client. obligations hereunder, (ii)provide adequate (k)Non-Licenser Events. Client resources to participate in or facilitate the acknowledges and agrees that Licensor shall not performance of the Services; (iii)timely participate be responsible or liable for any delay or failure in its in meetings relating to the Services; (iv)assign performance of any duties or obligations pursuant personnel with relevant training and experience to to this Agreement, including,without limitation, work in consultation with Licensor, if applicable; (v) under any Statement of Work or schedule provide the equipment and software(including hereunder, if such delays or failures result or arise obtaining any third party software licenses) from any Non-Licensor Events. "Non-Licensor required to operate the Licensed Software in Events"shall mean, collectively: any(i)act or accordance with, and to otherwise comply with,the omission of Client, its Affiliates or the Service hardware/software specifications for the Licensed Providers, including without limitation, any delays Software; (vi)safeguard the user ID's, passwords by Client in its performance or cooperation with and other security data, methods and devices respect to the obligations set forth in Section 2(i)or furnished to Client in connection with the Licensed any Statement of Work; (ii)failures of Client's or Software and prevent unauthorized access to or third party equipment or software(other than the use of the Licensed Software; (vii) be responsible Licensed Software);or(iii)Force Majeure Event for all maintenance of Client networks, equipment (as defined below). and system security required or appropriate in connection with the Licensed Software; (viii) have 3.Services. sole responsibility for the accuracy,quality, integrity, legality, reliability and appropriateness of During the term of this Agreement, Licensor shall all Client Data; (ix)transmit Client Data in an perform the Services in accordance with this encrypted format,to be mutually agreed by the Agreement, including without limitation,the parties, if Client Data is transmitted by electronic Statement(s)of Work. transfer or sent in physical media by or on behalf of 4. Fees and Payments. Client; and(x)take such other actions as are (a)Fees. Client shall pay to Licensor the required of Client pursuant to this Agreement, Fees in accordance with the Compensation including without limitation, any Statement of Work. Summary included in any Statement of Work or as (j)Client Warranty—Client Data. The otherwise agreed in writing by the parties. Fees for parties acknowledge and agree that during the additional services or expenses, if any,will be term of this Agreement Client, its Affiliates,the invoiced monthly as incurred, after execution by Service Providers or other third parties may parties of a new Statement of Work or a written 4 Change Order or Amendment to an existing with respect to the Confidential Information of the Statement of Work revising the Services party that has disclosed Confidential Information to thereunder. the Receiving Party(the Disclosing Party)that it (b)Expenses. Annual fees include one exercises with respect to its own Confidential visit to Client location per year, not to exceed two Information, but in no event shall the Receiving days. The Client shall reimburse the Licensor for Party exercise less than a reasonable standard of the travel expenses for travel at the request of care. The Receiving Party shall only use, access Client, incurred in accordance with Section and disclose Confidential Information as necessary 112.061, Florida Statutes,and Client Travel Policy, to fulfill its obligations under this Agreement, and as approved in writing In advance by Client. including any Statement of Work, or in exercise of its rights expressly granted hereunder. Receiving (d)Taxes. Client shall be liable for any Party shall not directly or indirectly disclose, sell, applicable taxes(including but not limited to federal copy, distribute, republish, create derivative works manufacturers'and retailers'excise, state and local from,demonstrate or allow any third party to have sales and use taxes, and personal property taxes), access to any of Disclosing Party's Confidential public charges,tariffs, and export and import Information; provided, however,that: (i)(1) duties, however designated, and any interest and Receiving Party may disclose the Disclosing penalties thereon,arising under this Agreement, Party's Confidential Information to its Affiliates who other than taxes based on Licensor's income. Any have a need to know, and(2)Licensor shall have a taxes assessable on Client's copy of the Licensed right to disclose Client's Confidential Information to Software on or after its delivery to Client shall also Client's Affiliates and Service Providers, and be borne by Client All such taxes shall be Licensor's employees and other agents; and(ii)all included in amounts invoiced to Client Client is use of the Disclosing Party's Confidential exempt from the payment of Florida sales tax Information shall be subject to all the restrictions under Chapter 212, Florida Statutes, Certificate of set forth in this Agreement Confidentiality of Exemption#85-8015966531C-1. information contained in this agreement is subject (e)Payments. All Fees under this to the requirements of Florida Statute§ Agreement shall be payable by Cent pursuant to 501.171. Security of Confidential Personal and in accordance with the Billing Schedule set Information and the Florida Public Records Act, forth in the Compensation Summary described in Chapter 119, Fla. Stat., and the Florida Sunshine any Statement of Work or as otherwise agreed by Law, Chapter 286, Fla. Stat. the parties, and shall be due in accordance with With respect to the type of Licensed Section 218.70, Florida Statutes, also known as Software licensed during the renewal period, Client the"Local Government Prompt Payment Act". will also be responsible for all other applicable fees Payments remitted after forty-five(45)days shall and expenses associated with any additional bear interest in accordance with Section 218.74, license services agreed upon, in writing, between Florida Statutes. All invoicing, payment, and the parties. dispute resolution shall be in accordance with the (b)Exclusions. The following information Local Government Prompt Payment Act, Fla. Stat. shall not be considered Confidential Information 218.70 et.seq, and County policy established in subject to this Section 5: (i)information that is accordance therewith. publicly available or later becomes available other 5.Confidentiality. than through a breach of this Agreement; (ii) (a)Confidential Information. Each party information that is known to the Receiving Party or acknowledges and agrees that during the term of its employees; agents or representatives prior to this Agreement it may be furnished with or such disclosure or is independently developed by otherwise have access to Confidential Information the Receiving Party or its employees, agents or of the other party. The party that has received representatives subsequent to such disclosure; or Confidential Information (the Receiving Party), in (iii)information that is subsequently lawfully fulfilling its obligations under this Section 5,shall obtained by the Receiving Party or its employees, exercise the same degree of care and protection agents or representatives from a third party without 5 obligations of confidentiality. If the Receiving Party (5)years(the"Initial Term"), unless terminated is required by law to disclose any portion of the sooner in accordance with this Section 6. Disclosing Party's Confidential Information, Thereafter,this Agreement may be renewed for two including,without limitation, pursuant to the terms (2)additional five(5)-year periods(each,a of a subpoena,court order or otherwise by "Renewal Term")upon the mutual agreement of the applicable law, Receiving Party shall give prior parties, provided that: timely notice of such disclosure to Disclosing Party to permit Disclosing Party to seek a protective or (i) Client is not in breach of this Agreement similar order, and, absent the entry of such an and is current on all amounts due Licensor under order, Receiving Party shall disclose only such this Agreement; Confidential Information as is necessary be (ii) Client acknowledges and agrees that: disclosed in response to such subpoena, court (1)each such Renewal Term will be at Licensor's order or other similar document. This subsection then-current rates(subject to subpart(iii) below); (2) 5(b)is subject to Chapter 119, also known as the the Licensed Software available to Client and Public Records Law. supported by Licensor during any Renewal Term (c)Survival. The obligations set forth in may be a different version or release than as this Section 5 shall expire two(2)years after available and supported during the prior term; and termination or expiration of this Agreement; (3)Client will also be responsible for all Fees and provided, however,that the confidentiality expenses associated with any additional Services obligations for Confidential Information constituting agreed upon between the parties at Licensor's then- trade secrets(as determined under applicable law) current rates;and shall survive the termination or expiration of this (iii) notwithstanding subpart(ii)above with Agreement for as long as such Confidential respect to the type of the Licensed Software used or Information remains a trade secret.This subsection accessed by Client during the Initial Term, Client 5(c)is subject to Chapter 119, also known as the acknowledges and agrees that Licensor shall be Public Records Law. entitled to increase the Fees in each year of the Renewal Term by an amount equal to five percent (5%)of the Fees in the prior year. Notwithstanding (d) Public Records. Contractor the foregoing, Client will also be responsible for all acknowledges that information and data it other applicable Fees and expenses associated manages as part of the services may be public with any additional access to the Licensed Software records in accordance with Chapter 119, Florida and Services agreed upon between the parties at Statutes and Collier County public records policies. Licensor's then-current rates. Contractor agrees that prior to providing services it The Initial Term and each Renewal Term will implement policies and procedures to maintain, shall collectively be referred to as the"Term." Each produce, secure,and retain public records in Statement of Work shall be in effect for the term set accordance with applicable laws, regulations, and forth within that Statement of Work. County policies, including but not limited to the Section 119.0701, Florida Statutes. (b)Termination. This Agreement may be Notwithstanding any other provision of this terminated by: (i)Licensor pursuant to Section Agreement relating to compensation,the 4(d)or Section 8(a); or(ii)either party if the other Contractor agrees to charge the County, and/or party breaches any material term and fails to cure any third parties requesting public records only such breach within thirty(30)days after receipt of such fees allowed by Section 119.07, Florida written notice thereof. If Client terminates the Statutes, and County policy for locating and Agreement for Licensor's breach in accordance producing public records during the term of this with this Section 6(b), Licensor shall refund to Agreement. Client,within forty-five(45)days of the effective 6.Term and Termination: Migration. date of such termination, any prepaid but unearned Fees paid to Licensor in advance by Client. (a)Term. This Agreement shall commence upon the Effective Date and remain in effect for five B In the event sufficient budgeted funds disaster recovery systems within thirty (30) days are not available in a new Client fiscal period, after return of the Client Data, and within a the Client may terminate this Agreement reasonable time thereafter from Licensors without penalty or expense by providing notice remaining backup media. of such occurrence to Licensor as soon as reasonably possible. The Client may terminate this Agreement for (d)Transition Services. If this Agreement expires or is earner terminated, and provided convenience with ninety(90)days'written notice. In the event that the Client terminates this Client (i)is not in breach of this Agreement; (ii)is Agreement, Licensors recovery against the Client current on all amounts due Licensor;(iii) pays to for such termination shall be limited to that portion Licensor all unpaid implementation fees and all other amounts due and owing Licensor through the of the Contract Amount earned through the date of termination. Licensor shall not be entitled to any expiration or termination date of this Agreement; other or further fees against the Client, including, and (iv)gives Licensor ninety(90)days'advance but not limited to, any anticipated profit on portions written notice of Clients intention not to renew; of the services not performed. then Licensor and Client shall negotiate in good faith with Client to develop a transition plan(the (c) Events Upon Expiration, "Transition Plan")in the form of an amendment to Termination. Other than as specifically provided this Agreement to be signed by both parties. Such in Section 6(d), upon the expiration or termination Transition Plan set out the authorized of this Agreement for any reason, Client shall: (i) compensation for the services, and shall include, promptly cease all use of the Licensed those fee-based services that Licensor will provide Technology; (ii) promptly discontinue providing to Client as may be reasonably required to enable access to and remove all links to the Licensed Client to transition Client Data(the"Transition Technology; (iii)within ten (10) business days after Services")to Client or another provider. However, expiration or earlier termination of this Agreement, in no event shall Licensor be obligated hereunder return to Licensor, or upon Licensors request, to: (A)provide Transition Services to Client for destroy, all copies of the Licensed Technology in more than ninety(90)days after the expiration or Client's, its Affiliates and the Service Providers' termination date of this Agreement; (B) provide possession or control; and (iv) certify within fifteen Transition Services to any party other than Client, (15) business days to Licensor in writing that it has including,without limitation,to any Service done all of the foregoing after expiration or earlier Provider, or(C)disclose any of its proprietary termination of this Agreement. Upon any information or trade secrets to any competitor of expiration or termination of this Agreement, Licensor. Client's use of Service Providers(s) Licensor shall invoice Client for all accrued Fees, during any transition period shall in all instances be including, without limitation, the full amount of any subject to this Agreement. implementation fees specified in the Statement of Work, and all reimbursable expenses, and Client (e)Migration. During the term of this Agreement, Licensor may design and put into shall pay the invoiced amounts, including from previously issued invoices,within ten (10) business production a new version of the Software, including days of Client's receipt of such invoice or, if which operates on another platform,with respect to applicable, of the expiration or earlier termination of each type of Software listed in Exhibit A, "New this Agreement. Upon the expiration or earlier Software")that is intended to replace the then- termination of the Agreement, Licensor shall (i) current version of the Software. Client within thirty (30) days after receipt of Client's acknowledges and agrees that during the term of written request and at Licensors then-current this Agreement Client shall negotiate in good faith rates, return to Client the Client Data in an ASCII with Licensor with respect to any proposal made by i delimited format, Licensor relating to migration of the Client to the pipe provided that Client is New Software. current on all amounts due Licensor through the date of expiration or termination; and (ii) destroy or (f)Survival. Except as otherwise set forth erase all Client Data within the production and herein, in the event of termination of this 7 Agreement for any reason,the provisions of days after the original performance of the Services Sections 2(f),(j), 5,6(c),(d), 7(e),(f), 8,9, 10, 11, 13 by Licensor. and 14,as well as all payment obligations,shall (c)Software Virus. Licensor warrants survive. that,to the best of Licensor's knowledge, prior to its 7.Limited Warranties and Disclaimer. delivery to Client,the Licensed Software does not (a)Software Warranty. Licensor warrants contain any programming devices(e.g., viruses, that the Licensed Software will perform in all key locks, back doors,trap doors,etc.)which material respects in accordance with the would: (i)disrupt the use of the Licensed Software Documentation when used in accordance with the or any system, equipment or software to which terms of this Agreement on the hardware and with Client's networks are interfaced or connected; or the third-party software specified by Licensor from (ii)destroy or damage data or make data time to time. Client's sole remedy for any breach inaccessible or delayed, except for file and purge by Licensor of the warranty provided in this Section routines necessary to the routine maintenance of the Licensed Software(collectively, 'Disabling 7(a)shall be replacement of the nonconforming Code"). Licensor will use reasonable practices and Licensed Software,at Licensor's sole expense, as security procedures necessary to avoid insertion of described herein. If Client discovers that any Disabling Code prior to the delivery of the Licensed Licensed Software fails to conform to the warranty Software to Client and, as Client's sole remedy, provided in this Section 7(a), Client shall give shall remove any such Disabling Code so inserted, Licensor written notice of such nonconformity at Licensor's cost and expense. within thirty(30)days after delivery of the Licensed Software or component thereof to Client and (d)Authority. Each party represents and promptly after such discovery(and, in no event warrants that it has full power and authority to enter later than five(5)business days after expiration of into this Agreement and grant the rights granted the Warranty Period(as defined below)). Licensor herein. shall deliver to Client replacement Licensed (e)Disclaimer. EXCEPT AS Software, a work-around and/or an error/bug fix as OTHERWISE EXPRESSLY STATED IN THIS may be necessary to correct the nonconformity. In AGREEMENT, LICENSOR MAKES NO the event that Client gives Licensor notice of an WARRANTY OR REPRESENTATION apparent nonconformity that Licensor reasonably WHATSOEVER, EITHER EXPRESS OR determines is not due to any fault or failure of the IMPLIED,WITH RESPECT TO THE LICENSED Licensed Software to conform to the warranty TECHNOLOGY OR SERVICES, INCLUDING provided herein, all time spent by Licensor QUALITY, PERFORMANCE, resulting in such determination, including time MERCHANTABILITY, FITNESS FOR A spent attempting to correct the problem, shall be PARTICULAR PURPOSE OR NON- charged against Client's client service hours,or, if INFRINGEMENT. NO LICENSOR AGENT OR client service hours have been exhausted,charged EMPLOYEE IS AUTHORIZED TO MAKE ANY to Client at Licensor's then current hourly rate for EXPANSION, MODIFICATION OR ADDITION TO such services, provided that Licensor has first THIS LIMITATION AND EXCLUSION OF provided, and Client has approved such services in WARRANTIES IN THIS AGREEMENT. Licensor advance in writing. or its Affiliates may provide the Client with (b)Services. Licensor represents and modeling and/or business analytics services, warrants that the Services shall be performed in a including hazard loss and catastrophe modeling, professional and commercially reasonable manner loss forecasting and triangles, adverse event consistent with the standard of care exercised by simulation,scenario and portfolio risk analysis, Licensor in performing similar services for other decision mapping, risk bearing and risk retention clients. Client's sole remedy for breach of this tolerance analysis and insurance program warranty shall be re-performance of the evaluation analysis("Modeling and Analytics"). nonconforming Services,provided that Licensor Modeling and Analytics services will be based must have received written notice of the upon a number of assumptions,conditions and nonconformity from Client no later than thirty(30) factors. If any of them or any information provided B to Licensor or its Affiliates are inaccurate or advertisements that may be linked to the Licensed incomplete or should change,the Modeling and Software are not maintained or controlled by Analytics provided by Licensor or its Affiliates could Licensor. Licensor is not responsible for the be materially affected. These services are subject availability, content or accuracy of third party to inherent uncertainty, and actual results may Websites,systems or goods that may be linked to, differ materially from that projected by Licensor or or advertised on,the Licensed Software. Licensor its Affiliates. They are provided solely for the does not: (i)make any warranty, express or Client's benefit, and do not constitute, and are not implied,with respect to the use of the links intended to be a substitute for, actuarial, provided on, or to,the Licensed Software; (ii) accounting or legal advice. Neither Licensor nor its guarantee the accuracy, completeness, usefulness Affiliates shall have any liability to the Client with or adequacy of any other Websites, systems, regard to any services performed or provided by a products or advertisements that may be linked to or third party, Except as permitted under this referenced in the Licensed Software; or(iii)make Agreement,the Client shall not share any of the any endorsement,express or implied, of any other Modeling and Analytics work product with a third Web sites, systems, products or advertisements party without Licensor's prior written consent. that may be linked to or referenced in the Licensed Neither Licensor nor its Affiliates shall be Software. responsible for. (i)any non-conformities of the (g)Warranty Period. The representations Licensed Software with Documentation, omissions, and warranties contained in this Section 7 shall be delays, inaccuracies or any other failure caused by in force, as to each version or release of the Client's, its Affiliates'or any Service Providers' Software,for a period of one(1)year after it is first computer systems, hardware or software (other delivered or otherwise made available to Client by than the Licensed Software), including by Licensor(the"Warranty Period"). interfaces with such third party software, or any inaccuracies that such systems may cause within the Licensed Software; (ii)any inaccuracies in or 8. Indemnification by Licensor. failures of the Licensed Software to conform to the Documentation arising out of the use of a version (a)Indemnification. Licensor agrees to or release of the Licensed Software other than the indemnify, defend, settle,or pay any claim or most recent version or release provided to Client action against Client, its Affiliates, and their officers, by Licensor; (iii) any data that Licensor receives directors, members, managers, shareholders, and from Client or third party sources, including its employees for(i) infringement of any U.S. patent or PPOs, and including the data's accuracy or copyright arising from Client's use in accordance completeness, or Client's claim handling decisions; with this Agreement of the Licensed Software and or(iv)the Licensed Software to the extent it is (ii) any violations of Florida Statute,Section modified by anyone other than Licensor. To the 501.171, resulting from a Breach of unsecured extent the Licensed Software utilizes Internet Personal Information by Licensor or any of its systems to transmit data or communications, affiliates or agents. If the Licensed Software or any Licensor disclaims any liability for interception of part of the Licensed Software is held to infringe any such data or communications, including of and the use thereof is enjoined or restrained or, if encrypted data. Client agrees that Licensor shall as a result of a settlement or compromise,such have no responsibility or liability for any damages use is materially adversely restricted, Licensor arising in connection with access to or use of the shall, at its own expense and as Client's sole Licensed Technology by Client, its Affiliates, or remedy therefor, either (i)procure for Client the Service Providers other than as authorized by this right to continue to use the Licensed Software; or Agreement. Licensor is also not responsible for (ii)modify the Licensed Software to make it non- the reliability or continued availability of the infringing, provided that such modification does not telephone lines and equipment used to access the materially adversely affect Client's authorized use Licensed Software. of the Licensed Software; or(iii)replace the (f)Third-Party Websites. The content of Licensed Software with a functionally equivalent third party Websites, systems, products or non-infringing program at no additional charge to 9 Client; or(iv)if none of the foregoing alternatives is (a)Disclaimer. IN NO EVENT WILL reasonably available to Licensor,terminate this LICENSOR BE LIABLE UNDER OR IN Agreement and refund to Client any prepaid but CONNECTION WITH THIS AGREEMENT FOR unearned Fees paid to Licensor in advance by INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL Client prior to the effective date of the termination. OR CONSEQUENTIAL DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT,WHETHER BASED iN (b)Exclusions. Licensor's indemnification CONTRACT,TORT, INTENDED CONDUCT OR obligations under Section 8(a)shall not apply OTHERWISE, INCLUDING WITHOUT where the claim is based in whole or in part on: (i) LIMITATION, DAMAGES RELATING TO THE modifications to the Licensed Software or any LOSS OF PROFITS, INCOME, GOODWILL OR component thereof made by anyone other than REVENUE, COSTS INCURRED AS A RESULT Licensor, (ii)use of any Licensed Software in OF DECISIONS MADE IN RELIANCE ON THE combination with a product not supplied by LICENSED TECHNOLOGY, LOSS OF USE OF Licensor (iii) use of any Licensed Software other THE LICENSED TECHNOLOGY OR ANY than in accordance with this Agreement or the OTHER SOFTWARE OR OTHER PROPERTY, Documentation; or(iv) use of a version of the LOSS OF DATA,THE COSTS OF Licensed Software other than the most recent RECOVERING OR RECONSTRUCTING SUCH version or release provided to Client by Licensor. DATA OR THE COST OF SUBSTITUTE (c)Conduct. Licensor shall have the sole SOFTWARE, SERVICES OR DATA, OR FOR right to conduct the defense of any such CLAIMS BY THIRD PARTIES, EVEN IF infringement claim or other action and all ADVISED OF THE POSSIBILITY OF SUCH negotiations for its settlement or compromise, and DAMAGES. to settle or compromise any such claim. Client (b)Limitation of Liability. UNDER NO agrees to cooperate and ensure that its Affiliates CIRCUMSTANCES SHALL LICENSOR'S cooperate with Licensor in doing so. Client agrees AGGEGATE MAXIMUM LIABILITY UNDER OR to give Licensor prompt written notice, in no case IN CONNECTION WITH THIS AGREEMENT longer than within seven(7)days of receipt or EXCEED THREE(3)TIMES THE PAYMENTS discovery, of any threat,warning, or notice of any ACTUALLY MADE TO THE LICENSOR DURING such claim or action,with copies of any and all THE TWELVE (12)MONTHS PRECEDING THE documents Client, its Affiliates or Service Providers DATE ON WHICH ANY CLAIM IS MADE may receive relating thereto. AGAINST LICENSOR. 11. Publicity. 9.Indemnification by Client. (a)Press ReleasesNeither party shall Indemnification is subject to the limitation issue a general press release naming the other set forth in Section 768.28, Florida Statutes.Client party regarding the existence of this Agreement, agrees to indemnify,defend and hold harmless without the prior written consent of the other party. Licensor, its Affiliates, and all their officers, 12.Foreign Use. directors, members, managers, shareholders, If Client chooses to access the Licensed Software employees and other agents for and against any from outside the United States, it is responsible for damage,cost, liability, expense, claim, suit, action compliance with foreign and local laws. The or other proceeding,to the extent based on or Licensed Technology is not available through arising in connection with any breach of this Licensor or its Affiliates to any Restricted Entity. Agreement by Client, its Affiliates or the Service Client represents and warrants that it is not a Providers. Restricted Entity and is not using the Licensed Technology on behalf of or for the benefit of a 10.Limitation of Liability. Restricted Entity. 13.Records. 10 Client shall use reasonable efforts to maintain Services pursuant to this Agreement. records regarding its use of the Licensed Coverage shall be primary, non-contributory, Technology, including, without limitation,the name but only for claims arising solely from and usemame/user identification and password of Licensor's provision of Services hereunder, each Seat, (collectively,the"Records"). Client and provide waiver of subrogation in favor of shall maintain such Records during the term of this Collier County. Agreement and for two(2)years thereafter, or as required by law. At Licensor's expense, Licensor (b) Professional Liability (Errors&Omissions) (or at Licensor's election, its representatives)shall Insurance with limits of$2,000,000 per claim have the right to examine, inspect and audit and$5,000,000 aggregate. Client's offices, information systems and Records, and make extracts of information and copy any (c) Cyber Liability policy that includes coverage part of the Records at any reasonable time during for Cyber Liability and Data Privacy Protection normal business hours upon ten(10)business with a limit of$5,000,000 per claim and days'notice to Client in order to monitor Client's aggregate compliance with this Agreement. If any such audit reveals that Client has more(i)Seats accessing or (d) Workers Compensation including Statutory using the Licensed Technology, or(ii)transactions coverage and Employers Liability Limits than Client has paid for during the period to which of$10.000,000 per occurrence and aggregate_ the audit relates(as determined prior to the commencement of the audit),then Client shall promptly pay for such additional Seats or 15.General. transactions, as applicable(beginning from the (a)Neither party shall have the right to date of first access by each additional user or first assign,transfer, or sublicense any obligations or additional transaction)at the rates set forth in the benefit under this Agreement without the prior applicable Statement(s)of Work, and the written consent of Licensor. Except as otherwise reasonable cost of such audit shall be borne by provided herein,this Agreement shall be binding Client. In addition, if any such audit reveals that on and inure to the benefit of the respective Client has more than five percent(5%)or more successors and permitted assigns of the parties. Seats accessing or using the Licensed Technology or transactions for which clients has paid, Licensor (b)Any notice required or permitted to be shall have the right to charge additional fee based delivered pursuant to this Agreement shall be in on contract user fee as outlined in Statement of writing and shall be deemed delivered: (i) upon Work. delivery if delivered in person; (ii)three(3) Any late interest fees shall be pursuant to Section business days after deposit in the United States 218.70, Florida Statutes, on all amounts payable mail, registered or certified mail,return receipt by Client for such additional Seats or transactions, requested, postage prepaid; (iii)upon transmission as applicable. if sent via facsimile,with a confirmation copy sent via overnight mail; or(iv)one(1)business day after 14. Insurance. deposit with a national overnight courier, in each Licensor shall provide the following insurance and, case addressed to the following addresses: upon Client's reasonable written request, submit If to Licensor certificate of insurance to the Client: Marsh ClearSight LLC Attn: President (a) Commercial General Liability Insurance with 540 West Madison Street limits of$1,000,000 per Chicago, IL 60661 occurrence,$2.000,000 General Aggregate. Facsimile: (312)627-6172 Collier County shall be added as additional With a copy to: insured with respect to its vicarious liability Marsh ClearSight LLC arising from Licensor's provision of the Attn: Corporate Counsel 11 540 West Madison Street under this Agreement because of circumstances Chicago, IL 60661 beyond its reasonable control, including without Facsimile: (312)627-6172 limitation, acts of God,fires,floods, earthquakes, wars, civil disturbances,terrorism, sabotage, If to Client: accidents, unusually severe weather, labor Collier County Board of County disputes,governmental actions, power failures, Commissioners,do Risk Management viruses that are not preventable through generally Attn: Jeff Walker, Division Director available retail products, inability to obtain labor, 3311 Tamiami Trail East material or equipment, catastrophic hardware Naples, Florida 34112 failures, usage spikes, attacks on Licensor's Phone: (239)252-8906 server, or any inability to transmit or receive Email:Jeff.Walker(a7colliercountvfl.00v information over the Internet, (each, a"Force Majeure Event") nor shall any such failure or delay or to such other address as may be specified by give Client the right to terminate this Agreement. either party hereto upon notice given to the other. Client acknowledges edges that its breach of (c)The failure of either party to enforce any this Agreement may cause irreparable injury to of its respective rights under this Agreement at any Licensor that may not be adequately compensable time for any period shall not be deemed or in money damages, and for which Licensor shall construed a waiver by such party of such rights. have no adequate remedy at law. In the event of (d)Notwithstanding any provision hereof, breach of Sections 2 or 5 of this Agreement, for all purposes of this Agreement each party shall Licensor shall be entitled to seek equitable relief to be and act as an independent contractor and not protect its interests, including but not limited to as partner,joint venturer or agent of the other party preliminary and permanent injunctive relief and shall not bind nor attempt to bind the other (k)This Agreement takes precedence over party to any contract or other undertaking. any conflicting statement or provision in any (e)No changes or modifications to or Statement of Work and any other document waivers of any provision of this Agreement shall be furnished by Licensor. This Agreement, including effective unless evidenced in a written amendment all Exhibits hereto, is the complete statement of the that is signed by authorized representatives of both agreement of the parties with respect to the subject parties. matter of this Agreement and supersedes all prior oral and written agreements with respect to the (f)In the event that any provision of this subject matter hereof, including, without limitation, Agreement shall be determined to be illegal or any prior, concurrent or subsequent purchase unenforceable,such provision shall be limited or orders or like documentation issued by Client. eliminated to the minimum extent necessary so (I)This Agreement may be executed in that this Agreement shall otherwise remain in full counterparts,each of which will be deemed an force and effect and enforceable. original but all of which together shall constitute (g)This Agreement shall be governed by one and the same Agreement. and construed in accordance with the laws of the State of Florida without regard to the conflicts of laws provisions thereof. The sole jurisdiction and 15.Authority. THE PERSON(S)SIGNING venue for actions related to the subject matter of AND EXECUTING THIS AGREEMENT ON this Agreement shall be the state and federal BEHALF OF CLIENT HEREBY REPRESENTS courts located in Collier County, Florida. AND WARRANTS THAT HE OR SHE HAS THE (h)Headings herein are for convenience of AUTHORITY TO EXECUTE THIS AGREEMENT reference only and shall in no way affect ON BEHALF OF CLIENT AND TO VALIDLY AND interpretation of the Agreement. LEGALLY BIND CLIENT TO ALL THE TERMS, PERFORMANCES AND PROVISIONS HEREIN. (I)Licensor shall have no liability for any failure or delay in performance of its obligations 12 CONFIDENTIAL IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. Marsh ClearSight LLC COLLIER a UN P BOARD '• %.NTY COMMI ON. , 41 Adl: By: By: ,, . (Authorized Representative) (Authorized Representative) Name: I[ ,!t to r. Ta.( 10 Name: � , oV Title: PR-ES(be-0T ti, GEED �Ap W Title: C'\-, \� .x'1,45 o 2,A.-0 cc 5ER&/IC S , ATTES;r ci...c..... - CRY ,aKiNZ. L.CLERK st as to airman's signature only. Ap• •v"•4 asL,' d legality V SO.'''.T,ach, 15 eputy County Attorney APPROVED `8y✓i8 Hanka-Matoka at 4:23 prn,Aug 28,2018 EXHIBIT A Marsh ClearSight Products and Services Schedule This Marsh ClearSight Products and Services Schedule and its appendices, if any (the "Schedule"), sets forth the terms generally applicable to the one or more products or services (the "Services") to be provided by Marsh ClearSight to Client as set forth in the Statement(s)of Work incorporated by reference into this Schedule(the"Statement(s)of Work") under the Agreement. Client will pay all applicable rates and fees for the Services as set forth in the Statement of Work applicable to this Schedule and the Agreement. This Schedule and the Services set forth herein shall be effective during the term of the Statement(s)of Work. Enterprise Application Solutions Enterprise Application solutions will be provided as set forth in the Statement(s) of Work. Any product(s) licensed by Client from Marsh ClearSight and set forth in executed Statement(s)of Work between Marsh ClearSight and Client shall remain licensed to Client until the expiration, termination or other applicable modification of such Statement(s) of Work. Hosting Client Data will be hosted in an information technology infrastructure environment provided by Marsh ClearSight during the Service Term. Regular maintenance is essential to the running of an efficient and secure system infrastructure. While most infrastructure maintenance may be performed while the Marsh ClearSight cloud production environment is fully operational, Marsh ClearSight and Client acknowledge that certain infrastructure maintenance tasks may require the Marsh ClearSight cloud production environment to be taken off-line in order for those tasks to be performed. Marsh ClearSight will provide Client a minimum of ten (10) days' notice prior to any scheduled downtime for infrastructure maintenance of the Marsh ClearSight cloud production environment. Whenever reasonably practical, scheduled downtime for Marsh ClearSight cloud production environment infrastructure maintenance will occur during non-peak hours. Non-peak hours are Friday at 8:00 pm (2000 hours) through Sunday at 3:00 pm (1500 hours) in the following applicable time zones: Client Hosting Location Time Zone for Non-Peak Hours North and South America U.S.Central Standard or Daylight Savings Time Europe,Middle East and Africa Greenwich Mean Time or British Summer Time Asia Pacific Australian Eastern Standard or Daylight Savings Time The parties recognize, however, that emergency infrastructure maintenance may be required for the Marsh ClearSight cloud production environment. Marsh ClearSight will notify the Client of such emergency infrastructure maintenance as soon as reasonably practical. Services Client may purchase packages of Support Service Hours at the Marsh ClearSight current discount rate. Additional Support Service Hours purchased by Client after all Support Service Hours have been eroded will be billed at the rate set Products and Services Schedule, Page 1 of 6 forth in the applicable Statement(s) of Work. Services covered by Support Service Hours are offered during Marsh ClearSight's normal business hours. Services covered by Support Service Hours include customer support, account management and consulting services solely related to maintenance and ongoing use (but not implementation) of the Licensed Software. Examples include, but are not limited to, service time spent on: User assistance with features, troubleshooting, testing, issues management, stewardship meetings, account management, report configuration, data reconciliation, changes to existing workflows or system setup;changes to data conversions or changes to reports;technical assistance, creation of events and validations,maintenance of custom reports,status calls,meetings and Application Documentation. During implementation of the Licensed Software, Marsh ClearSight will provide Client with project deliverables for User Acceptance Testing("UAT")as per the agreed Project Schedule and will provide Client guidance on the UAT process. Attachment-submission e-mails sent to Marsh ClearSight that are encrypted by methods other than Transport Layer Security encryption ("TLS") will not be uploaded. Client shall notify Marsh ClearSight in the event that Client does not use TLS for attachment-submission e-mails sent to Marsh ClearSight. Marsh ClearSight is not responsible for: (1) the content of any attachment-submission emails sent to Marsh ClearSight by Client;and (2)any content originally provided by Client in an attachment-submission email also contained within an error or response email sent by Marsh ClearSight to Client. Client Role Review The Customer Role Review is designed to help Marsh ClearSight's clients understand their part in the major activities of a Licensed Software implementation project. It outlines major milestones, highlights decisions needed from the Client and points out implications of changes to the project scope. The following Client roles are recommended for a successful project (an individual may be responsible for more than one role if applicable): Client Business Sponsor—This person will be responsible for final approval and signoff on all deliverables. They will also serve as a point of escalation for any project related risks or issues. Client Project Manager—This person will work directly with the Marsh ClearSight project manager to manage project timelines, risks and align Client resources to complete tasks within the timelines outlined in the project schedule. Client System Administrator—This person will be the ongoing resource assigned to maintain the Licensed Software. They will work directly with the project team to define specifications and understand configuration options selected during implementation. Milestones Project milestones act as thresholds and help to indicate whether a project is on track to finish as expected. Specific milestones vary by project, but in general, they are defined as the group of accomplishments, results, deliverables and events that measure project progress. The following outlines typical project milestones in a Licensed Software project and provides a high level overview of what the Marsh ClearSight team will need from Client in order to perform its obligations: Products and Services Schedule; Page 2 of 6 ro, r ir OW -Co • • _s,"aa _ �' � 76727:4 16 � � � Kickoff meeting or A successful kickoff meeting or conference call requires attendance by project sponsor, conference call project managers and end users. Identification of decision maker or point-person during this meeting is essential. Client and Marsh ClearSight will review the Agreement during this meeting to confirm accuracy and completeness of project deliverables Completion of Engagement during specification process;Client may need to produce samples of output files, specifications reports or other data from legacy system(s)to be uploaded into the Licensed Software Test environment Cloud implementations will include a test environment provided by Marsh ClearSight established Transfer of Commitment to structured user acceptance testing and signoff on deliverables at the deliverables from I conclusion of UAT.Please note that Client UAT is generally required within 2 weeks from test to production Client's receipt of a deliverable from Marsh ClearSight. A deliverable will be deemed environment accepted if no feedback is received by Marsh ClearSight within thirty(30)days of delivery to Client Training Successful training requires a complete audience of stakeholders and end users. If training is to be held at Client's facility,Client will be responsible for securing a training location/room, requesting staff participation,scheduling,etc. Decisions Throughout the project, the Marsh ClearSight team will need Client to make choices about the implementation of the Licensed Software. Decisions vary by project, but in general,they follow the nature of the decisions outlined in the table below. Also included in this table is the nature of the information to be provided by Client and a rough estimate of the timeframe. Decisions and Information Needed Timeframe Actions Needed System specifications Decisions regarding screen designs,security setup and other Beginning of project system specifications such as custom reports Validation of data Approval and signoff is needed on data mappings and prior to Middle of project conversion final load of conversion into the system deliverables Decisions regarding Decisions or actions may be required if third-party Middle of project third-party data/information is late, incomplete or missing deliverables Signoff on Project sponsor is required to sign off on all deliverables Middle of project and end of deliverables within ten(10)business days of Client's receipt of any project deliverable Products and Services Schedule, Page 3 of 6 Mutually acceptable changes to the Statement(s) of Work and/or project schedule will be outlined in a Deliverables Change Request and may result in additional cost to Client. The Marsh ClearSight project delivery team works with Client to define what constitutes a minor change, a change to existing scope or a change outside scope. Changes allowed will be based on the agreed upon project schedule timeline and will adhere to the below basic guidelines for all Marsh ClearSight projects. Any and all changes must be scoped and agreed to by both the Marsh ClearSight project team and the Client.The categories above are meant for use as general guidelines only and each project is subject to its own assumptions. Each project and the change requests therein will be handled on a case-by-case basis. Change Type Description and Recommended Deadline Minor changes Minor changes are those that do not affect the critical path and timing of the project,do not require changes to finalized specifications and do not require additional Marsh ClearSight resources to be assigned to the project.Though each project is subject to its own unique set of assumptions and constraints,these changes generally may be made throughout the life of the project up until the final UAT period begins. Intermediate changes " intermediate changes are those that may have an effect on individual deliverable timeframes within the project,but do not affect the critical path and overall project schedule.Intermediate changes may require small adjustments to existing specifications and additional testing. No additional Marsh ClearSight resources are required for intermediate changes.Generally,these changes may be made throughout the life of the project. Advanced changes Advanced changes are those that may have an effect on both individual deliverable timeframes and the overall project schedule.Advanced changes may affect the critical path and require adjustments to existing specifications and/or the creation of new specifications.Additional Marsh ClearSight resources may be required to complete advanced changes. Generally,these changes take a medium to a high level of effort to complete.There is no timeline for this type of change as they must be scoped and evaluated on a case by case basis. Data Services • In the event data conversion or data processing is performed by Marsh ClearSight for Client,Client is responsible for ensuring that all data providers, including without limitation, TPAs, carriers, and brokers, provide Client Data to Marsh ClearSight in a timely manner. Delays in receipt of Client Data will result in delays of the Services to be provided by Marsh ClearSight under this Schedule and could result in additional fees. • As between Marsh ClearSight and Client,Client is responsible for the quality,accuracy and reliability of all Client Data provided by its data providers. * Time used resolving issues with the quality of the source data will erode service hours. Products and Services Schedule, Page 4 of 6 • Please note that fees charged by data providers for the transmittal of Client Data to Marsh ClearSight are not included and that not all data providers are able to provide all data components for data conversions. • Client shall notify Marsh ClearSight regarding any "as or reporting functionality related to each of its data conversions as some data types will not include a record of historical changes. • Up to three (3) data loads are included as a part of data conversion services for each data source. The data conversion services apply only to loading data into the Licensed Software, but not any extracts of such data. • Client is responsible for facilitating delivery of Client Data to Marsh ClearSight from all data providers,including a layout definition or data dictionary. • All Client Data provided to Marsh ClearSight must be encrypted using the NIST/AES or DES standards. Marsh ClearSight will provide the public keys and the methods used for encryption.This policy pertains to all Client Data sent electronically or physically to Marsh ClearSight. • Not all data providers are able to provide all data components for data conversions. Prior to execution of this Schedule, Client is responsible for verifying that all of Client's data providers are able to provide such data components. • Fees charged by data providers are not included in this Schedule and shall be payable by Client directly to the data providers. • Client is responsible for facilitating delivery of control total reports to Marsh ClearSight for each data provider. • In the event that control total reports are not available for a data provider, Client must provide written approval of agreement with Marsh ClearSight on a method of reconciliation. • A cumulative claims data conversion consists of claim indicative data (name, address, loss date,etc.) and summary financials only and does not include other data elements (adjuster notes, OSHA records, contacts, and/or historical detailed payments / reserve transactions). Claim-only data updates do not include detailed payment and reserve transactions. Marsh ClearSight builds a single cumulative transaction per financial category (i.e. Medical, Expense, and Indemnity) for each claim to allow for prior valuation or loss development reporting. • Historical detailed transactions are only included if the component entitled "Historical transaction data conversion" is selected in the Schedule. • Historical transaction data conversion includes detailed historical payment, recovery and/or reserve transactions only.Some data providers do not provide historical reserves in their transaction files. • In the event of an imbalance between claim summary financials and detailed transactions, the claims may be balanced to the transactions or vice versa, dependent on feedback from the data provider and Client. • Data associated with history of check processing and printing is not included in an historical transaction conversion. • Data associated with historical medical bill invoice/line item conversion is not included in an historical transaction conversion. • Client will work with Marsh ClearSight to develop data mapping and transformation rules. Marsh ClearSight will develop a conversion mapping document for Client to review and approve in writing. Products and Services Schedule; Page 5 of 6 • Marsh ClearSight will not modify or update source data without written approval from Client. • Marsh ClearSight will only develop data conversion program(s) and processes for data conversion components explicitly listed in the Schedule. Additional data conversion components may be added to project scope, but an additional fee will apply and the timeframe of the project may change accordingly. • The Marsh ClearSight standard turnaround time for non-daily and non-weekly scheduled claim and transaction data processing is three (3) business days from the time that Marsh ClearSight Data Operations Center confirms that incoming data is in the expected data layout, balances to control totals,and passes basic quality checks performed by Marsh ClearSight. • Data processing will take place during Marsh ClearSight's normal business hours. Unless specifically stated otherwise, data processing services performed by Marsh ClearSight include only loading data into the Licensed Software, but not any extracts of such data. • Ongoing data processing includes the following activities, which are all based on control total reports and Client Data provided by Client and/or its data providers: * Ongoing data conversion processing, validation of source data, and update of data into the Licensed Software. • Financial reconciliation with control total reports. • Minor code changes in conversion routines to address new business needs for Client, i.e., new location is added to structure • Resolution of claims that are missing or have been dropped from the Carrier/TPA feed • When historical claims are transferred to a new data source or the data provider changes the format of the file, a new Statement of Work will be required and will either require an additional fee or erode Client Support Hours. In the event that a takeover or format change is not communicated to the Data Operations Center prior to the receipt of the data, time spent to correct data integrity issues will be billed at the rate set forth in the applicable Statement(s)of Work. • Except for minor code-mapping changes, Client-requested changes to a data conversion after the data conversion has moved into production are not included in ongoing data processing activities and will be billed at the rate set forth in the applicable Statement(s)of Work. • Daily loads are performed once daily during an agreed upon nightly window. • Marsh ClearSight will perform scheduled loads into the Licensed Software database during an agreed upon time frame, • Marsh ClearSight's standard data processing schedule is to perform scheduled non-daily or non- weekly data updates into the Licensed Software database during Marsh ClearSight's normal business hours(Monday- Friday 8:00 a.m. to 5:00 p.m. CST, except Marsh ClearSight holidays) with minimal disruptions. • Client is responsible for identifying and communicating an acceptable scheduled update time period. Marsh ClearSight is responsible for notifying Client in advance of scheduled updates being performed. • Processing outside Marsh ClearSight's normal business hours, including weekends and holidays, is available for an additional fee. Products and Services Schedule; Page 6 of 6 SCHEDULE 2(e)(i) CLIENT'S AFFILIATES Name State or Country of Principal Incorporation!Organization Address 1, None 2. 3, 4. 5, cn r D C v v ll ❑ ..,A DZ. p > > oo r* oa o ;m -0 m . �orD F4 m q Z Z ' n }K. N N N ;ip GI V1 C Q -su ri cn 7 O OC .m £ Y 73 b ro ro m H X m Z r�2. n `, rD r fD 0 2 0 I V n n n Sn N CCD FD' r�4 " fD M Y. 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R 8. 4 �¢ 3 n R a D s a I g = y a "' r�r a � � � a m .+ R r. i 1 DATE(MDD/YYYY) ACCORD J M/CERTIFICATE OF LIABILITY INSURANCE 10/12/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA,Inc. PPHON: 1166 Avenue of the Americas (A/C.No.Ext):E INC.No): New York,NY 10036 E-MAIL Attn:NewYork.Certs@marsh.com Fax:212-948-0500 ADDRESS. INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:National Union Fire Insurance Co.of Pittsburgh,PA 19445 INSUREDMarsh ClearSight LLC INSURER B:Illinois National Ins Co 23817 540 West Madison Skeet INSURER c:New Hampshire Ins Company 23841 Chicago,IL 60661INSURER D:ACE American Insurance Company 22667 INSURER E:American Home Assurance Company 19380 INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-010343657-08 REVISION NUMBER: 15 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD MND (MMUDD/YYYYI (MMIDD/YYYY) A X COMMERCIAL GENERAL LIABILITY X GL 5425745 09/30/2018 09130/2019 EACH OCCURRENCE $ 2,000,000 DAMAGE RENTED CLAIMS-MADE X OCCUR PREM SESO(Ea occurrence) $ 2,000,000 MED EXP(My one person) $ 25,000 PERSONAL&ADV INJURY $ 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY PRO LOC PRODUCTS-COMP/OP AGG $ 4,000,000 PRO- JECT - OTHER: $ AUTOMOBILE LABILITY COMBINED SINGLE LIMIT $ (Ea accident) — ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) _ $ A X UMBRELLA UAB X OCCUR 28294983 09/30/2018 09/30/2019 EACH OCCURRENCE S 8,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 8,000,000 DED RETENTION$ S C WORKERS COMPENSATION WC 031467879(AOS) 09/30/2018 09/30/2019 X STATUTE ER AND EMPLOYERS'LIABILITY E Y/N WC 031467881(CA) 09/30/2018 09/30/2019 2,000,000 ANYPROPRIETOMPARTNER/EXECUTIVE E.L.EACH ACCIDENT $ B OFFICER/MEMBEREXCLUDED? N NIA WC 031467882(FL) 09/30/2018 09/30/2019 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 C If yes,describe under WC 031467883(MA,ND,OH,WA,WI,WY) 09/30/2018 09/30/2019 E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS below D Cyber Liability/ G25545394 003 06/30/2018 06/30/2019 Limit 5,000,000 Privacy&Network Liability SIR: 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners,Or,Board of County Commissioners in Collier County,Or,Collier County Government,Or,Collier County are included as additional insured(except workers' compensation)where required by written contract. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract. CERTIFICATE HOLDER CANCELLATION Collier County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3295 Tamiami Trail E. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Naples,FL 34112 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Daniel Rivera , 9 12.:- ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN103092190 LOC#: New York ACORD ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh USA,Inc. Marsh ClearSight LLC 540 West Madison Street POLICY NUMBER Chicago,IL 60661 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Workers'Compensation Continued: Cartier:New Hampshire Insurance Company(AK,AZ,IL,KY,NC,NH,NJ,PA,UT,VA,VT) Policy Number.WC 031467880 Effective Dates:9/30/2018-9/30/2019 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD EPSILON (US) INSURANCE COMPANY 48 South Service Road,Melville,N.Y. 11747 CERTIFICATE OF INSURANCE ********************************************************************** NAMED INSURED: Marsh&McLennan Companies,Inc. ADDITIONAL INSURED: Marsh ClearSight LLC 540 West Madison Street Chicago, IL 60661 INSURER: Epsilon(US)Insurance Company POLICY NUMBER: 09301819 POLICY PERIOD: September 30,2018—September 30, 2019 LIMIT OF LIABILITY: $2,000,000 per claim TYPE OF INSURANCE: Professional Liability ********************************************************************** CERTIFICATE HOLDER: Collier County 3299 Tamiami Trl E Naples, FL 34112 Should the above described policy be cancelled before the expiration date thereof the Insurer will endeavor to mail 30 days written notice to the certificate holder named above,but failure to mail such notice shall impose no obligation or liability of any kind upon the Insured,the Insurer,their manager,agents or representatives. k 004 4 Epsilon(US)Insurance Company Authorized Representative Date: October 9, 2018 PLEASE REFER ALL INQUIRIES TO MARSH&MCLENNAN COMPANIES,INC., RISK MANAGEMENT DEPT., 1166 AVENUE OF THE AMERICAS,NEW YORK, NEW YORK 10036