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#19-072-NS (Hyland Software, Inc.) Contract#:BSA-EU-14595-19141335 HYLAND MASTER AGREEMENT (19-072-NS) This Master Agreement consists of this document and all schedules(collectively the"Agreement"). As of the Effective Date,the following attached schedules are a part of the Agreement: ®Initial Purchase Table Schedule ®Genera!Terms Schedule ®Software License Schedule—Perpetual ®Maintenance and Support Schedule ®Professional Services Schedule ®Exhibit A-Professional Services Proposal All products or services which may be licensed or purchased by Customer from Hyland from time to time under a schedule shall be governed by this Agreement(including any Services Proposal that may be entered into under this Agreement). Customer specifically represents and warrants to Hyland that Customer has read and understands all of the terms and conditions contained in this Agreement prior to entering into this Agreement. IN WITNESS WHEREOF,the parties have duly executed this Agreement. COLLIER CO : I • ' t OF COUNTY HYLAND SOFTWARE,INC. COMMIS IO• "< S � AO. "HYLAND" By: y .`� By: ili" e Print e:William L.McDaniel,Jr. Print Name:N preen B,K1I tOane, Title:Chairman Title: Ch‘e- ischnnitii sIYLth Je offuJ2 Date: 16\'5A Ick Date: Se.p'cmber Z`}, Zo 101 Tax Information: Hyland Witness Signatures: x (1)Exempt(Provide Tax Exemption Form) A,,, ,,, (2)Non-Exempt. 5Uz4.Ni€ C,o�r Print Name County's Legal: • .rov tit and gal : Sipature ArLti _ Print Name Scott R.T-ach Deputy County Attorney I Inland Legal ATTESTION:-CRYSTAL K.KINZEL,CLERK OF COURTS Approved By: NA f A AND COMPTROLLERrl i-? q Date: Ci_04 — 1 . •(1.0-C.. Deputy Clerk tignature only, Page 1 of 22 Contract#:BSA-EU-14595-19141335 INITIAL PURCHASE TABLE SCHEDULE PURCHASE TABLE(PERPETUAL LICENSE) INITIAL SOFTWARE LICENSED: SOFTWARE LICENSE FEES OnBase®Information Management System Multi User Server 1 $8,000.00 Concurrent Client(1-100) 51 $71,400.00 _ Unity Client Server 1 $15,000.00 Workflow Concurrent Client SL(1-20) 20 $44,000.00 Production Document Imaging(Kofax and TWAIN) 1 $5,000.00 Production Document Imaging(Kofax and TWAIN)(2+) 11 $33,000.00 EDM Services 1 $5,000.00 Document Import Processor 1 $5,000.00 Full-Text Search I $20,000.00 PDF Framework 1 $3,000.00 Signature Pad Interface 1 $6,000.00 Integration for Microsoft Outlook 1 $10,000.00 Single Sign-On for Active Microsoft Directory Service I $0.00 Unity Forms I $0.00 Mailbox Importer 1 $10,000.00 Reporting Dashboards I $10,000.00 Web Server 1 $10,000.00 Integration for ESRI ArcGIS Server I $10,000.00 Software Subtotal $265,400.00 Software Discount ($126,200.00) SOFTWARE TOTAL: $139,200.00 FIRST TERM ANNUAL MAINTENANCE AND SUPPORT FOR INITIAL ANNUAL MAINTENANCE INITIAL SOFTWARE LICENSED: FEES An initial term of twelve(12)months of Maintenance and Support is required: Maintenance Subtotal $53,080.00 Maintenance Discount ($1,000.00) MAINTENANCE TOTAL: $52,080.00 Page 2 of 22 Contract#:BSA-EU-14595-19141335 GENERAL TERMS SCHEDULE This General Terms Schedule("General Terms"or"General Terms Schedule")includes terms that will apply to any product license or service you purchase from Hyland under another Schedule that is made a part of this Agreement. Other Schedules will have more specific terms relevant to the product licensee or service governed by that Schedule. The Defined Terms in Section 9 of these General Terms define the terms used throughout these General Terms as well as the Schedules. 1. TERM;TERMINATION; SURVIVAL OF PROVISIONS AFTER EXPIRATION OR TERMINATION. 1.1 Term. This Agreement shall have a term commencing on the Effective Date,and will continue until all Schedules have been terminated in accordance with their terms. 1.2 Termination. 1.2.1 By Customer. Except as otherwise stated in a Schedule,Customer may terminate any Schedule for any reason or for no reason,upon not less than thirty(30)days advance written notice to Hyland to such effect. 1.2.2 By Either Party. Either party may terminate this Agreement in its entirety or any Schedule,effective immediately upon written notice to the other party,if the other party has committed a breach of a material provision of this Agreement or any Schedule and has failed to cure the breach within thirty(30)days after the receipt of written notice of the breach given by the non-breaching party;provided,that Hyland shall not be required to give Customer any opportunity to cure any breach in the case of a Prohibited Act or breach of the U.S. Government End User section of a Software License Schedule or Software License and Maintenance Schedule — Subscription or a SaaS Schedule, each of which are considered for all purposes to be material provisions of this Agreement. 1.2.3 Termination of General Terms Schedule. Notwithstanding the foregoing,this General Terms Schedule will terminate when and only if all other Schedules have been terminated. 1.3 Certain Effects or Consequences of Termination;Survival of Certain Provisions. 1.3.1 Generally. Any termination of this Agreement or any Schedule will not discharge or otherwise affect any pre-termination obligations of either party existing under this Agreement at the time of termination, including Customer's obligation to pay to Hyland all fees and charges accrued or due for any period or event occurring on or prior to the effective date of termination or expiration of this Agreement or the applicable Schedule;and all liabilities which have accrued prior to the date of termination shall survive. 1.3.2 Survival of Certain Obligations. All provisions of this Agreement or of an applicable Schedule,which by their nature extend beyond the expiration or termination of this Agreement will survive and remain in effect until all obligations are satisfied, including,but not limited to all sections of these General Terms(except Section 8.12). 1.3.3. Termination of a Schedule. If a Software License Schedule-Perpetual or a Software License and Maintenance Schedule —Subscription or a SaaS Schedule is terminated in accordance with its terms,then this entire Agreement will terminate with respect to the Software licensed under such Schedule. Otherwise,termination of a Schedule will not affect the remaining Schedules. 2. PAYMENT TERMS. 2.1 Purchase Orders. Customer acknowledges and agrees that, when this Agreement is signed by both parties,the parties will treat this Agreement as:(a)Customer's written purchase order for the matters described in the Initial Purchase Table Schedule, and(b)Hyland's acceptance of such purchase order. 2.2 Invoicing. All invoices shall be sent electronically by Hyland to Customer to the attention of"Accounts Payable,"or to such other person or department as Customer may specify from time to time by written notice to Hyland. In the event any invoice contains a billing error which is discovered by Hyland,Hyland may issue a new invoice to correct the error. 2.3 General Payment Terms. So long as Customer is not in default of any payment obligations under this Agreement (including any Services Proposal),except as otherwise provided in this Agreement,Customer shall pay in full each invoice issued hereunder upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act."Any late interest fees shall be pursuant to Section 218.74,Fla.Stat.. 2.4 Taxes and Governmental Charges. All payments under this Agreement are exclusive of all applicable taxes and governmental charges(such as duties),all of which shall be paid by Customer(other than taxes on Hyland's income). In the event Page 3 of 22 Contract#:BSA-EU-14595-19141335 Customer is required by law to withhold taxes, Customer agrees to furnish Hyland all required receipts and documentation substantiating such payment. If Hyland is required by law to remit any tax or governmental charge on behalf of or for the account of Customer, Customer agrees to reimburse Hyland within thirty (30) days after Hyland notifies Customer in writing of such remittance. Customer agrees to provide Hyland with valid tax exemption certificates in advance of any remittance otherwise required to be made by Hyland on behalf of or for the account of Customer,where such certificates are applicable. Collier County, Florida as a political subdivision of the State of Florida,is exempt from the payment of Florida sales tax to its Contractors under Chapter 212,Florida Statutes,Certificate of Exemption#85-8015966531C-1. 2.5 Resolution of Invoice Disputes. If,prior to the due date for payment under any invoice, Customer notifies Hyland in writing that it disputes all or any portion of an amount invoiced,both parties will use reasonable efforts to resolve the dispute within thirty(30)calendar days of Hyland's receipt of the notice. If any amount remains disputed in good faith after such(30-day period, either party may escalate the disputed items to the parties'respective executive management to attempt to resolve the dispute. The parties agree that at least one of each of their respective executives will meet(which may be by telephone or other similarly effective means of remote communication)within ten (10) calendar days of any such escalation to attempt to resolve the dispute. If the parties'executive managers are unable to resolve the dispute within ten(10)calendar days of such meeting,either party thereafter may file litigation in a court of competent jurisdiction under Section 8.1 of these General Terms to seek resolution of the dispute or engage in the Customer's Vendor Payment Dispute Resolution Process,per Collier County Ordinance 2017-08. 2.6 Certain Remedies For Non-Payment or For Late Payment. At the election of Hyland,exercisable by written notice to Customer,any past due amounts(except those amounts properly disputed in accordance with Section 2.5 of these General Terms) under any Hyland invoice shall bear interest at the rate Provided in Chapter 218, Florida Statute. In the event of any default by Customer in the payment of any amounts invoiced hereunder(except those amounts properly disputed in accordance.with Section 2.5 of these General Terms),which default continues unremedied for at least thirty(30)calendar days after the due date of such payment, Hyland shall have the right to suspend or cease the provision of any services under this Agreement or any Services Proposal, including the delivery of any Upgrades and Enhancements to Customer, unless and until such default shall have been cured. 2.7 U.S. Dollars; Delivery of Hasps and CDs. All fees,costs and expenses under this Agreement shall be determined and invoiced in,and all payments required to be made in connection with this Agreement shall be made in,U.S. dollars. Delivery of CDs,if any,shall be F.O.B.Hyland's offices in Westlake,Ohio,USA. 2.8 Training. Hyland offers training courses to Customer and its employees as described on Hyland's training web portal (currently. https://training.onbase.com). Training fees for such courses shall be determined at Hyland's retail prices in effect at the time Customer registers for training. Hyland shall invoice Customer for applicable training fees upon Customer's registration for each training course and such invoice shall be due and payable in accordance with Section 2.3 above. In the event that Customer prepays for training,then such prepaid training shall expire twelve(12)months from the date Hyland accepts Customer's purchase order for such training. 3. CONFIDENTIAL INFORMATION. 3.1 "Confidential Information"shall be such information that is marked"Proprietary"or"Confidential,"that is known by the recipient to be confidential or that is of such a nature as customarily would be confidential between business parties,except as provided in the next sentence. Confidential Information shall not include information that: (a)is or becomes generally known to the public without breach of this Agreement by the recipient,or(b)is demonstrated by the recipient to have been in the recipient's possession prior to its disclosure by the disclosing party,or(c)is received by the recipient from a third party that is not bound by restrictions, obligations or duties of non-disclosure to the disclosing party, or (d) is demonstrated by recipient to have been independently developed by recipient without reference to the other party's information. 3.2 Each party agrees that, with respect to the Confidential Information of the other party,or its affiliates, such party as a recipient shall use the same degree of care to protect the other party's Confidential Information that such party uses to protect its own confidential information,but in any event not less than reasonable care,and not use(except in performance of this Agreement) or disclose to any third party any such Confidential Information,except as may be required by law or court order. Each party shall be liable and responsible for any breach of this Section 3 committed by any of such party's employees, agents, consultants, contractors or representatives. 4. OWNERSHIP AND PROHIBITED CONDUCT. 4.1 Ownership. Hyland and its suppliers own the Software, Work Products, Documentation and Innovations, including, without limitation,any and all worldwide copyrights,patents,trade secrets,trademarks and proprietary and confidential information rights in or associated with the foregoing. The Software,Documentation,and Work Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. No ownership rights in the Software, Innovations or Work Products are transferred to Customer. Customer agrees to take all reasonable steps to protect all Work Page 4 of 22 Contract#:BSA-EU-14595-19141335 Products and Innovations, and any related Documentation, delivered by Hyland to Customer under this Agreement from unauthorized copying or use. Customer agrees that nothing in this Agreement or associated documents gives it any right,title or interest in the Software or Work Products,except for the limited express rights granted in a Software License Schedule—Perpetual or a Software License and Maintenance Schedule—Subscription or a SaaS Schedule.Customer acknowledges and agrees that,with respect to Hyland's end users generally,Hyland has the right,at any time,to change the specifications and operating characteristics of the Software,and Hyland's policies respecting Upgrades and Enhancements(including but not limited to its release process). THIS AGREEMENT IS NOT A WORK-FOR-HIRE AGREEMENT. 4.2 Prohibited Conduct. Customer agrees not to: (a) remove copyright, trademark or other proprietary rights notices that appear on or during the use of the Software,Work Products,Documentation or Third Party Software;(b)sell,transfer,rent,lease or sub-license the Software,Work Products,Documentation,Third Party Software,or Third Party Software documentation to any third party; (c) except as expressly permitted with respect to Work Products, alter or modify the Software, Work Products, Documentation or Third Party Software;or(d)reverse engineer,disassemble,decompile or attempt to derive source code from the Software,Work Products,Documentation or Third Party Software,or prepare derivative works therefrom. 5. DISCLAIMER OF WARRANTIES. 5.1 EXCEPT FOR THE WARRANTIES PROVIDED BY HYLAND AS EXPRESSLY SET FORTH IN THE SCHEDULES MADE PART OF THIS AGREEMENT, HYLAND AND ITS SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY SOFTWARE, HOSTED SOLUTION (INCLUDING ANY SOFTWARE OR HARDWARE), WORK PRODUCTS, INNOVATIONS, INFORMATION, MAINTENANCE AND SUPPORT, HOSTING SERVICES,PROFESSIONAL SERVICES OR ANY OTHER SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY SERVICES PROPOSAL. HYLAND AND ITS SUPPLIERS DISCLAIM AND EXCLUDE ANY AND ALL OTHER EXPRESS, IMPLIED AND STATUTORY WARRANTIES,INCLUDING,WITHOUT LIMITATION,WARRANTIES OF GOOD TITLE, WARRANTIES AGAINST INFRINGEMENT, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES THAT MAY ARISE OR BE DEEMED TO ARISE FROM ANY COURSE OF PERFORMANCE,COURSE OF DEALING OR USAGE OF TRADE. HYLAND AND ITS SUPPLIERS DO NOT WARRANT THAT ANY MAINTENANCE AND SUPPORT, HOSTING SERVICES, PROFESSIONAL SERVICES, SOFTWARE OR WORK PRODUCTS PROVIDED WILL SATISFY CUSTOMER'S REQUIREMENTS OR ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF ANY SOFTWARE OR ANY WORK PRODUCTS PROVIDED UNDER THIS AGREEMENT WILL BE UNINTERRUPTED. EXCEPT AS EXPRESSLY STATED IN A HOSTING SCHEDULE,HYLAND DOES NOT ASSUME ANY LIABILITY WHATSOEVER WITH RESPECT TO ANY THIRD PARTY HARDWARE,FIRMWARE,SOFTWARE OR SERVICES. 5.2 CUSTOMER SPECIFICALLY ASSUMES RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE, WORK PRODUCTS, MAINTENANCE AND SUPPORT, HOSTING SERVICES AND PROFESSIONAL SERVICES TO ACHIEVE ITS BUSINESS OBJECTIVES. 5.3 HYLAND MAKES NO WARRANTIES WITH RESPECT TO ANY SOFTWARE OR WORK PRODUCTS USED IN ANY NON-PRODUCTION SYSTEM AND PROVIDES ANY SUCH SOFTWARE AND WORK PRODUCTS"AS IS." 5.4 No oral or written information given by Hyland, its agents, or employees shall create any additional warranty. No modification or addition to the limited warranties set forth in this Agreement is authorized unless it is set forth in writing,references this Agreement,and is signed on behalf of Hyland by a corporate officer. 6. LIMITATIONS OF LIABILITY. 6.1 EXCEPT AS PROVIDED IN SECTION 6.3 BELOW, AND EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW,IN NO EVENT SHALL EITHER PARTY(INCLUDING IN THE CASE OF HYLAND,ITS SUPPLIERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR ANY TYPE OF CLAIM FOR LOST PROFITS,LOST SAVINGS,BUSINESS INTERRUPTION DAMAGES OR EXPENSES,THE COSTS OF SUBSTITUTE SOFTWARE,WORK PRODUCTS OR SERVICES,OR LOSSES RESULTING FROM ERASURE, DAMAGE,DESTRUCTION OR OTHER LOSS OF FILES,DATA OR PROGRAMS OR THE COST OF RECOVERING SUCH INFORMATION,EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,LOSSES, EXPENSES OR COSTS. 6.2 EXCEPT AS PROVIDED IN SECTION 6.3 BELOW, AND EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, HYLAND AND ITS SUPPLIERS' MAXIMUM LIABILITY ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED: THE AMOUNT OF FEES AND CHARGES ACTUALLY PAID BY CUSTOMER TO HYLAND AS DESCRIBED IN THIS AGREEMENT DURING THE TWELVE(12)MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING ANY OF THE FOREGOING, IN NO EVENT SHALL MICROSOFT, AS A SUPPLIER TO HYLAND OF THIRD PARTY SOFTWARE BUNDLED WITH Page 5 of 22 Contract#:BSA-EU-14595-19141335 THE SOFTWARE LICENSED UNDER THIS AGREEMENT,BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF FIVE DOLLARS($5.00). 6.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE LIMITATIONS OF SECTIONS 6.1 AND 6.2 ABOVE,AS APPLICABLE,SHALL NOT APPLY WITH RESPECT TO:(1)ANY CLAIMS,LOSSES OR DAMAGES THAT ARE SUBJECT TO THE RESPONSIBLE PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; (2) ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF THE RESPONSIBLE PARTY'S BREACH OF SECTION 3 (CONFIDENTIAL INFORMATION)(EXCEPT WITH RESPECT TO CUSTOMER DATA,AS DEFINED FOR A HOSTING SCHEDULE); OR(3) ANY CLAIMS, LOSSES OR DAMAGES ARISING OUT OF CUSTOMER'S OR CONTRACTOR'S PROHIBITED ACTS. 6.4 IF CUSTOMER USES THE SOFTWARE IN A CLINICAL SETTING,CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE IS AN ADVISORY DEVICE AND IS NOT A SUBSTITUTE FOR THE PRIMARY DEFENSES AGAINST DEATH OR INJURY DURING MEDICAL DIAGNOSIS,TREATMENT OR SIMILAR APPLICATIONS,WHICH DEFENSES SHALL CONTINUE TO BE THE SKILL, JUDGMENT AND KNOWLEDGE OF THE CUSTOMER'S USERS OF THE SOFTWARE. IN ADDITION TO THE LIMITATIONS OF LIABILITY PROVIDED IN THE GENERAL TERM SCHEDULE, HYLAND SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE USE OF THE SOFTWARE AS AN ADVISORY DEVICE. 6.5 THE CUSTOMER'S INDEMNIFICATION UNDER THE MASTER AGREEMENT AND SCHEDULES IS SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 768.28,FL.STAT. 7. FORCE MAJEURE. No failure,delay or default in performance of any obligation of a party to this Agreement(except the payment of money)shall constitute a default or breach to the extent that such failure to perform,delay or default arises out of a cause,existing or future, beyond the control(including,but not limited to: action or inaction of governmental,civil or military authority; fire; strike, lockout or other labor dispute; flood; war; riot;theft;earthquake; natural disaster or acts of God; national emergencies; unavailability of materials or utilities; sabotage; viruses; or the act, negligence or default of the other party) and without negligence or willful misconduct of the party otherwise chargeable with failure,delay or default. Either party desiring to rely upon any of the foregoing as an excuse for failure,default or delay in performance shall,when the cause arises,give to the other party prompt notice in writing of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice of that fact to the other party. This Section 7 shall in no way limit the right of either party to make any claim against third parties for any damages suffered due to said causes. If any performance date by a party under this Agreement is postponed or extended pursuant to this Section 7 for longer than ninety(90)calendar days,the other party, by written notice given during the postponement or extension,and at least thirty(30)days prior to the effective date of termination,may terminate this Agreement. 8. GENERAL PROVISIONS. 8.1 Governing Law; Jurisdiction. This Agreement and any claim, action, suit, proceeding or dispute arising out of this Agreement shall in all respects be governed by,and interpreted in accordance with,the substantive laws of the State of Florida(and not the 1980 United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act,each as amended), without regard to the conflicts of laws provisions thereof. Venue and jurisdiction for any action,suit or proceeding arising out of this Agreement shall vest exclusively in the federal or state courts of general jurisdiction located in Collier County,Florida. 8.2 Interpretation. The headings used in this Agreement are for reference and convenience purposes only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. All defined terms in this Agreement shall be deemed to refer to the masculine,feminine,neuter,singular or plural,in each instance as the context or particular facts may require. Use of the terms"hereunder,""herein,""hereby"and similar terms refer to this Agreement. 8.3 Waiver. No waiver of any right or remedy on one occasion by either party shall be deemed a waiver of such right or remedy on any other occasion. 8.4 Integration. This Agreement,including any and all exhibits and schedules referred to herein and any Service Proposal, set forth the entire agreement and understanding between the parties pertaining to the subject matter and merges and supersedes all prior agreements,negotiations and discussions between them on the same subject matter. This Agreement may only be modified by a written document signed by duly authorized representatives of the parties. This Agreement shall not be supplemented or modified by any course of performance, course of dealing or trade usage. Customer and Hyland specifically acknowledge and agree that any other terms varying from or adding to the terms of this Agreement,whether contained in any purchase order or other electronic,written or oral communication made from Customer to Hyland are rejected and shall be null and void and of no force or effect, unless expressly agreed to in writing by both parties. This Agreement will prevail over any conflicting stipulations contained or referenced in any other document. Page 6 of 22 CSO Contract#: BSA-EU-14595-19141335 8.5 Notices. Unless otherwise agreed to by the parties in a writing signed by both parties, all notices required under this Agreement shall be deemed effective: (a)when sent and made in writing by either(1)(A)registered U.S.mail,(B)certified U.S. mail,return receipt requested,or(C)reputable,national overnight courier,in any such case addressed and sent to Hyland at 28500 Clemens Road,Westlake,OH 44145 Attn:General Counsel and to Customer at Collier County Board of County Commissioners, c/o Len Price,Department Head,3299 Tamiami Trail East,Suite 610,Naples,Florida 34112,or to such other address or such other person as the party entitled to receive such notice shall have notified the party sending such notice of;or(2)facsimile transmission appropriately directed to the attention of the person identified as the appropriate recipient and at the appropriate address under (a)(l)above,with a copy following by one of the other methods of notice under(a)(1)above;or(b)when personally delivered and made in writing to the person and address identified as appropriate under(a)(1)above. 8.6 Binding Effect;No Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign,transfer or sublicense all or part of this Agreement or its rights or obligations under this Agreement,in whole or in part,to any other person or entity without the prior written consent of the other party;provided that such consent shall not be unreasonably withheld in the case of any assignment or transfer by a party of this Agreement in its entirety to the surviving entity of any merger or consolidation or to any purchaser of substantially all of such party's assets that assumes in writing all of such party's obligations and duties under this Agreement. Any assignment made without compliance with the provisions of this Section 8.6 shall be null and void and of no force or effect. Customer acknowledges that Hyland and/or any of its affiliates may fulfill any of Hyland's obligations contemplated by this Agreement. 8.7 Severability. In the event that any term or provision of this Agreement is deemed by a court of competent jurisdiction to be overly broad in scope, duration or area of applicability, the court considering the same will have the power and is hereby authorized and directed to limit such scope,duration or area of applicability,or all of them,so that such term or provision is no longer overly broad and to enforce the same as so limited. Subject to the foregoing sentence, in the event any provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity or unenforceability will attach only to such provision and will not affect or render invalid or unenforceable any other provision of this Agreement. 8.8 Subcontracting. Hyland may subcontract all or any part of the services,provided that Hyland shall remain responsible to Customer for the provision of any subcontracted services. 8.9 Independent Contractor. The parties acknowledge that Hyland is an independent contractor and that it will be responsible for its obligations as employer for those individuals providing any services. 8.10 Export. The Software,Third Party Software,Work Products and Documentation are subject to export control laws and regulations of the United States and other jurisdictions. Customer agrees to comply fully with all relevant export control laws and regulations, including the regulations of the U.S. Department of Commerce and all U.S. export control laws, including, but not limited to,the U.S. Department of Commerce Export Administration Regulations(EAR),to assure that the Software,Third Party Software,Work Products or Documentation is not exported in violation of United States of America law or the laws and regulations of other jurisdictions. Customer agrees that it will not export or re-export the Software,Third Party Software,Work Products or Documentation to any organizations or nationals in the United States embargoed territories of Cuba, Iran,North Korea, Sudan, Syria or any other territory or nation with respect to which the U.S.Department of Commerce,the U.S.Department of State or the U.S. Department of Treasury maintains any commercial activities sanctions program. Customer shall not use the Software,Third Party Software,Work Products,or Documentation for any prohibited end uses under applicable laws and regulations of the United States and other jurisdictions,including but not limited to,any application related to,or purposes associated with,nuclear,chemical or biological warfare, missile technology (including unmanned air vehicles),military application or any other use prohibited or restricted under the U.S. Export Administration Regulations(EAR)or any other relevant laws, rules or regulations of the United States of America and other jurisdictions. 8.11 Injunctive Relief. The parties to this Agreement recognize that a remedy at law for a breach of the provisions of this Agreement relating to Confidential Information and intellectual property rights will not be adequate for the aggrieved party's protection and,accordingly,the aggrieved party shall have the right to seek,in addition to any other relief and remedies available to it,specific performance or injunctive relief to enforce the provisions of this Agreement. 8.12 Marketing and Publicity. (a) Press Release. Either party may, with prior approval of the other party, prepare and issue a press release referring to the other party and relating to the signing of this Agreement,the scope of the relationship and the Software solution established under this Agreement. (b) Case Studies. Hyland may,with the prior approval of Customer,prepare,publish and distribute,for its sales, marketing and advertising purposes,one or more case studies describing any or all of the applications for which the Software will be used by Customer(e.g.,Accounts Payable). Page 7 of 22 Contract#: BSA-EU-14595-19141335 (c) Limitations. Except as specifically set forth in paragraphs(a)through(b)above,or as necessary to perform its obligations under this Agreement,neither party shall,without the prior written consent of the other party,use the names,services marks or trademarks of such other party nor the name of any employee of such other party,or reveal the existence of or terms of this Agreement,in any advertising or publicity release or promotional literature. 8.I3 Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall constitute one and the same instrument. 8.14 Expenses. Except as otherwise specifically provided herein,each party shall bear and pay its own expenses incurred in connection with this Agreement and the transactions contemplated hereby. 8.15 Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity, other than the parties hereto, any rights or remedies by reason of this Agreement; provided, however, that third party suppliers of software products bundled with the Software are third party beneficiaries to this Agreement as it applies to their respective software products. 8.16 NON-SOLICITATION; NON-HIRE. During the term of this Agreement and for one (1)year after the expiration or termination of this Agreement,neither Customer nor Hyland will: (a) solicit for employment or for engagement as an independent contractor for the soliciting party or for any other third party a person who is an employee of the other party,or otherwise encourage or assist any such person to leave the employ of the other party for any reason,in each case at any time during such person's employment by the other party or within one year(1)after such person has ceased to be an employee of the other party;or (b) hire or engage,directly or indirectly,as an employee or independent contractor a person: (i)with whom the hiring party had contact or who became known to the hiring party in connection with this Agreement(including during the performance of any Professional Services under a Services Proposal);and(ii)who is an employee of the other party,in each case at any time during such person's employment by the other party or within one year(1)after such person has ceased to be an employee of the other party. A general advertisement or a request for employment that is initiated exclusively by an employee of the other party shall not be considered a solicitation pursuant to Section 8.12(a). The parties agree that this provision survives the termination of this Agreement. 8.17 NO DISCRIMINATION.Hyland(the"Contractor")agrees that there shall be no discrimination as to race,sex,color,religion or national origin in accordance with applicable federal,state and local laws. 8.18 PUBLIC ENTITY CRIME: By its execution of this Agreement,the Contractor acknowledges to comply with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a public entity crime. 8.19 INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have limits of$1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Products and Completed Operations and Contractual Liability. B. Workers'Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. C. The coverage must include Employers'Liability with a limit of$500,000 for each accident. D.Cyber Liability:Coverage shall have limits of$1,000,000 per occurrence. E.Technology Errors&Omissions:Coverage shall have minimum limits of$1,000,000 per claim. Special Requirements: Collier County Board of County Commissioners,OR,Board of County Commissioners in Collier County, OR,Collier County Government shall be listed as the Certificate Holder and included as an"Additional Insured"on the Insurance Certificate for Commercial General Liability where required.This general liability insurance shall be primary and non-contributory with respect to any other insurance maintained by,or available for the benefit of,the Additional Insured and the Contractor's policy shall be endorsed accordingly. Page 8 of 22 CA Contract#:BSA-EU-14595-19141335 Current,valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement.The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County five days after any expiration date. Coverage afforded under the general liability insurance policies will not be canceled until the:thirty(30)days prior written notice,or in accordance with policy provisions. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 8.20 COMPLIANCE WITH LAWS. By executing and entering into this Agreement,the Contractor is formally acknowledging without exception or stipulation that it agrees to comply,at its own expense,with all federal,state and local laws,codes,statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to: Section 508 of the Rehabilitation Act(29 U.S.C. § 794d), WCAG 2.0 compliance, Collier County CMA#5401, Information Systems Procurement and Lifecycle Management,as amended, F.S. §501.171 Security of Confidential Personal Information,Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b)as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law,to the extent permitted,to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records,provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service.If the Contractor transfers all public records to the public agency upon completion of the contract,the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records,in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. If Contractor does not comply with a public records request,the County shall enforce the contract provisions in accordance with the contract. 8.21 INFORMATATION TECHNOLOGY REQUIREMENTS. To the extent applicable, by executing and entering into this Agreement,the Contractor is formally acknowledging without exception or stipulation that it agrees to comply with; I. Collier County Manager's Administration Procedures; a. CMA#5401-Information Systems Lifecycle Management b. CMA#5402-Remote Access Policy c. CMA#5403 Third Party Access Policy d. CMA#5905-Computer-Technology Use,as amended II. Collier County's Architectural Compatibility&Supportability(TACS) Page 9 of 22 (,pU Contract#: BSA-EU-14595-19141335 9. DEFINED TERMS. 9.1 General Defined Terms "Customer"means Collier County Government. "Delivery"means: (a) in the case of Software: (I)for any Software module included in the initial Software referenced in the Initial Purchase Table Schedule,by the electronic downloading of such Software onto Customer's systems,or such Software being made available by Hyland to Customer for electronic download onto Customer's systems from a location identified by Hyland to Customer;or(2)in the case of any later licensed Software module,by the Delivery(in accordance with subparagraph(b)below) by Hyland to Customer of a Production Certificate which includes such Software module;and (b) in the case of a Production Certificate,by Hyland either shipping(physically or electronically)the Production Certificate to Customer or making the Production Certificate available for electronic download by Customer from a location identified by Hyland to Customer(including through one of Hyland's authorized solution providers). "Documentation"means:(a)in the case of the Software:(1)to the extent available, the"Help Files"included in the Software,or (2)if no such"Help Files"are included in the Software,such other documentation published by Hyland,in each case,which relate to the functional, operational or performance characteristics of the Software; or (b) in the case of any Work Product, the Specifications(if any)for the Work Product. "Effective Date"means(i)as used in these General Terms and any Schedule included in this Agreement upon the initial signing of the Agreement,the date this Agreement is signed by the last party that signs this Agreement,as determined based upon the dates set forth after their respective signatures,and(ii)as used in any Schedule that is added to this Agreement after the Effective Date as described in(i)of this definition,the date that the amendment adding such Schedule is signed by the last party that signs such amendment,as determined based upon the dates set forth after their respective signatures. "Error"means any defect or condition inherent in the Software which is reported by Customer in accordance with this Agreement and which is confirmed by Hyland, that causes the Software to fail to function in any material respect as described in the Documentation. "Error Correction Services" means Hyland's reasonable efforts to correct an Error, which may be effected by a reasonable workaround. "Initial Maintenance Period"means the twelve(12)month period of Maintenance and Support that begins on the sixtieth(60th) day after the Effective Date of the Maintenance Schedule. "Innovations"means all designs,processes,procedures,methods and innovations which are developed,discovered,conceived or introduced by Hyland,working either alone or in conjunction with others, in the performance of this Agreement(including any Services Proposal). "Maintenance and Support"means for Supported Software,(i)Error Correction Services;(ii)Technical Support Services;and(iii) the availability of Upgrades and Enhancements in accordance with a Maintenance Schedule or Software License and Maintenance Schedule-Subscription. "Production Certificate"means: license codes,a license certificate, or an IFM file issued by Hyland and necessary for Customer to activate Software for Customer's production use. "Prohibited Acts"mean any action taken by Customer that is:(i)in violation of Section 1 of a Software License Schedule-Perpetual or Section 1, 2 or 3 of a Software and Maintenance Schedule—Subscription or Section 2 of a SaaS Schedule or(ii) contrary to Section 4 of these General Terms. "Professional Services"means any professional services provided by Hyland under a Services Proposal,including but not limited to those services listed at https://www.hyland.com/community. Examples of the services include:(a)installation of the Software; (b) consulting, implementation and integration projects related to the Software, including but not limited to the customized configuration of Software integration modules or business process automation modules;(c)project management;(d)development projects in connection with the integration of Software with other applications utilizing any Software application programming interface(API). Page 10 of 22 Contract#:BSA-EU-14595-19141335 "Resolution"means Hyland provides Customer with a reasonable workaround,correction,or modification that solves or mitigates a reported Error. "Services Proposal"means either:(a)a written proposal,statement of work or services sales order form issued under a Professional Services Schedule, and which sets forth the Professional Services Hyland will provide to Customer and which is signed by Customer and Hyland;or(b)a purchase order submitted by Customer and accepted by Hyland for Professional Services. "Software"means: (a) Hyland's proprietary software products, listed in the Initial Purchase Table Schedule, and other Hyland proprietary software products for which Customer submits a written purchase order to Hyland(or an authorized solution provider) that Hyland accepts and fulfills,including,in each case,third party software bundled by Hyland together with Hyland's proprietary software products as a unified product;and(b)all Upgrades and Enhancements of the software products described in clause(a) which Customer properly obtains pursuant to Maintenance and Support or received under a SaaS Schedule. "Specifications" means the definitive, final functional specifications for Work Products, if any, produced by Hyland under a Services Proposal. "Supported Software;Retired Software". At any particular time during a maintenance period covered by an applicable Maintenance Schedule or Software License and Maintenance Schedule- Subscription: (a)"Supported Software"means the current released version of the Software licensed by Customer from Hyland and any other version of such Software that is not Retired Software;or (b) "Retired Software" means any version of the Software licensed by Customer from Hyland under this Agreement which is identified as being retired on Hyland's applicable secure end user web site. Hyland will specify on its end user web site Software versions which become Retired Software. The effective date of such change will be twelve (12) months from the date Hyland initially posts the status change on its end user web site,and Customer will receive notice as a registered user of Hyland's applicable secure end user web site. "Technical Support Services"means telephone or online technical support related to problems reported by Customer and associated with the operation of any Supported Software,including assistance and advice related to the operation of the Supported Software. Technical Support Services are not available for Retired Software. "Upgrades and Enhancements" means any and all new versions, improvements, modifications, upgrades, updates, fixes and additions to Software that Hyland makes available to Customer or to Hyland's end users generally during the term of a Maintenance Schedule or Software License and Maintenance Schedule—Subscription or a SaaS Schedule to correct Errors or deficiencies or enhance the capabilities of the Software,together with updates of the Documentation to reflect such new versions,improvements, modifications,upgrades,fixes or additions;provided,however,that the foregoing shall not include new,separate product offerings, new modules or re-platformed Software. "Working Hour"means the services of one(1)person for a period of one (1)hour(or any part thereof)during regular business hours,and shall include the travel time during which Hyland's resource(s)is required to travel outside of the metropolitan area in which such Hyland resource(s)regularly works when not at a third party location;provided that time spent commuting from a local place of residence(including a hotel)to a work location in the same metropolitan area will not be included in travel time. "Work Products" means all items in the nature of computer software, including source code, object code, scripts, and any components or elements of the foregoing,or items created using the configuration tools of the Software,together with any and all design documents associated with items in the nature of computer software,in each case which are created,developed,discovered, conceived or introduced by Hyland,working either alone or in conjunction with others,in the performance of services under this Agreement. If applicable, Work Products shall include any pre-configured templates or VBScripts which have been or may be created or otherwise provided by Hyland to Customer as part of the configuration of the advance capture module of the Software. Page 11 of 22 Contract#:BSA-EU-14595-19141335 SOFTWARE LICENSE SCHEDULE-PERPETUAL (Perpetual License for Software) This Software License Schedule—Perpetual is part of the Hyland Master Agreement entered into between Customer and Hyland. All capitalized terms not defined in this Schedule shall have the meaning ascribed them in the General Terms. 1. SOFTWARE AND WORK PRODUCTS LICENSE. 1.1 License Grant. Subject to Customer's payment in full of the Software license fees and subject further to Customer's compliance with this Agreement,Hyland grants to Customer a perpetual (except as otherwise provided in this Agreement), non- exclusive, non-assignable, limited license to the Software, in machine-readable object code form only, and the associated Documentation;and(b)Work Products and associated Documentation;in each case solely for use: (I) by Customer internally,and only for storing,processing and accessing Customer's own data;and (2) subject to Section 1.8 below, by a third party contractor retained by Customer as a provider of services to Customer ("Contractor"), but only by the Contractor for capturing, storing, processing and accessing Customer's own data in fulfillment of the Contractor's contractual obligations as a service provider to Customer. The Software,Work Products and associated Documentation are licensed for use by a single organization and may not be used for processing of third-party data as a service bureau,application service provider or otherwise. Customer shall not make any use of the Software, Work Products or Documentation in any manner not expressly permitted by this Agreement. Software subject to a regulatory control may only be installed in the country identified as the end user location in the purchase order. 1.2 Modification of Work Products. 1.2.1 Form of Delivered Work Products. The form in which Hyland delivers Work Products will be determined by Hyland depending on the purpose and functionality of the Work Product. 1.2.2 Configuration Work Products. If Hyland delivers a Work Product:(a)in the form of(1)source code which is compiled by tools in the Software to machine language form;or(2)a script;or(b)created using the configuration tools in the Software(a "Configuration Work Product"), then Hyland grants to Customer the limited right to modify the Configuration Work Product, provided such altered or modified Configuration Work Product is used only in compliance with the terms of the limited license to such Work Product granted under Section 1.1 above. 1.2.3 Independent Work Products. If Hyland delivers a Work Product which is not a Configuration Work Product (an "Independent Work Product"),then,except as otherwise provided in the last sentence of this paragraph,Customer may not modify such Independent Work Product. If Hyland delivers an Independent Work Product, and Customer desires to obtain the right to modify the Independent Work Product,then the parties may mutually agree that Hyland shall deliver to Customer a copy of the format of the source Independent Work Product that is necessary to enable the Customer to complete its modifications,subject to and upon the payment by Customer to Hyland of any additional Professional Services fees as Hyland may charge to prepare and deliver such format. In such case,Hyland grants to Customer the right to modify and, if necessary,compile the delivered format of the Independent Work Product,provided the modified Independent Work Product is used only in compliance with the terms of the limited license to such Work Product granted under Section 1.1 above. 1.3 Use Restriction. Each module of the Software and each Work Product is licensed for a specific type of use, such as concurrently or on a specified workstation or by a specified individual and the Software may control such use. Software products that are volume-based may: (i) no longer function if applicable volume limits have been exceeded; or(ii) include functionality which monitors or tracks Customer usage and reports that usage. Upon reasonable notice to Customer,Hyland shall be permitted access to Customer's Software system to measure Customer's volume usage of such Software. Customer acknowledges and agrees that additional fees may apply based on Customer's volume usage. Customer may not circumvent or attempt to circumvent this restriction by any means,including but not limited to changing the computer calendars. Use of software or hardware that reduces the number of users directly accessing or utilizing the Software (sometimes called "multiplexing" or "pooling" software or hardware)does not reduce the number of Software licenses required. The required number of Software licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware. Customer is prohibited from using any software other than the Software Client modules or a Software application programming interface(API)to access the Software or any data stored in the Software database for any purpose other than generating reports or statistics regarding system utilization, unless Hyland has given its prior written consent to Customer's use of such other software and Customer has paid to Hyland the Software license fees with respect to such access to the Software or data stored in the Software database in accordance with Hyland's licensing policies applicable to the Software modules that provide access to the Software application modules and data stored in the Software database.Customer further agrees that,in connection with any use of the Software and Work Products,the Software and Work Products shall not be copied and installed on additional servers unless Customer has purchased a license therefore,and Page 12 of 22 C Aid Contract 4:BSA-EU-14595-19141335 the number of users of the Software shall not exceed the number of users permitted by the Software Client licenses purchased by Customer. 1.4 Production and Test Systems. Customer shall be entitled to use one(1)production copy of the Software and each Work Product licensed and one(1)additional copy of the production environment licensed Software and Work Products for customary remote disaster recovery purposes which may not be used as a production system concurrently with the operation of any other copy of the Software and Work Products in a production environment.Subject to the payment of any additional applicable license fees, Customer shall also be entitled to license a reasonable number of additional copies of the production environment licensed Software and Work Products to be used exclusively in a non-production environment on Customer's own computer network and solely for the purposes of experimenting and testing the Software and Work Products, developing integrations between the Software and other applications that integrate to the Software or Work Products solely using integration modules of the Software licensed by Customer under this Agreement,and training Customer's employees on the Software and Work Products("Test Systems"). Hyland reserves the right to further define the permitted use(s)and/or restrict the use(s)of the Test Systems. Customer's sole recourse in the event of any dissatisfaction with any Software or Work Products in any non-production system is to stop using such Software or Work Products and return it to Hyland,provided that,in the event Customer is currently purchasing Maintenance and Support from Hyland,to the extent that Customer is using the Test System for the purposes of testing an Upgrade or Enhancement of the Software prior to implementing the same in Customer's production environment, then Customer may contact Hyland for the provision of Maintenance and Support as described in Section 1.6 of the Maintenance Schedule. Customer shall not make any copies of the Software or Work Products not specifically authorized by this Section 1.4. 1.5 Evaluation Software. From time to time Customer may elect to evaluate certain Software modules ("Evaluation Software")for the purpose of determining whether or not to purchase a production license of such Evaluation Software. Evaluation Software is licensed for Customer's use in Customer's Test Systems. Notwithstanding anything to the contrary, as to any Evaluation Software, the Agreement and the limited license granted hereby will terminate on the earliest of: (a) last day of the evaluation period specified in the accepted purchase order delivered for such Evaluation Software; or(b) immediately upon the delivery of written notice to such effect by Hyland to Customer. Upon expiration or other termination of such period,Customer immediately shall either(y)discontinue any and all of use of the Evaluation Software and related Documentation and remove the Evaluation Software;or(z)deliver a purchase order for purchase of such Evaluation Software. 1.6 Third Party Licenses. The Software may be bundled with software owned by third parties, including but not limited to those manufacturers listed in the Help About screen of the Software. Such third party software is licensed solely for use within the Software and is not to be used on a stand-alone basis. Notwithstanding the above,Customer acknowledges that,depending on the modules licensed,the Software may include open source software governed by an open source license, in which case the open source license(a copy of which is either provided in the Software or available upon written request)may grant you additional rights to such open source software. Additionally,in the case of such software to be downloaded and installed on a mobile device,if such software will be downloaded from the application market or store maintained by the manufacturer of the mobile device,then use of such software will be governed by the license terms for the software included at the applicable application store or market or presented to Customer or Customer's user in the software,and this Agreement will not govern such use. 1.7 Integration Code. If applicable,Software also includes all adapters created by Hyland and provided to you by Hyland as part of an integration between the Software and a third party line of business application("Integration Code"). Such Integration Code may only be used in combination with the Software and in accordance with the terms of this Agreement. 1.8 Contractor Use Agreement. Customer agrees that if it desires to allow a Contractor to do any of the following: (a) make use of the Software configuration tools,Software administrative tools or any of the Software's application programming interfaces("APIs"); (b) make use of any training materials or attend any training courses, either online or in person, in either case related to the Software;or (c) access any of Hyland's secure websites (including, but not limited to, users.onbase.com, teamonbase.com, training.onbase.com,demo.onbase.com,and Hyland.com/Community),either through Contractor's use of Customer's own log-in credentials or through credentials received directly or indirectly by Contractor; then,Customer must cause such Contractor to execute a use agreement in a form available for download at Hyland's Community website("Contractor Use Agreement"). Customer understands and agrees that:(x)Customer may not allow a Contractor to do any of the foregoing if such Contractor has not signed a Contractor Use Agreement,and(y)Contractors may use the Software only in compliance with the terms of this Agreement,and(z)Customer is responsible for such compliance by all Contractors that do not execute a Contractor Use Agreement. Customer agrees that it shall indemnify Hyland from and against all claims,liabilities,losses, damages and costs, including, but not limited to, reasonable attorneys' fees and court costs, which are suffered or incurred by Page 13 of 22 Contract#:BSA-EU-14595-19141335 Hyland and arise from or in connection with the breach or noncompliance with the terms of this Agreement by any Contractor that does not sign a Contractor Use Agreement. 1.9 No High Risk Use. The Software is not fault-tolerant and is not guaranteed to be error free or to operate uninterrupted. The Software is not designed or intended for use in any situation where failure or fault of any kind of the Software could lead to death or serious bodily injury to any person,or to severe physical or environmental damage("High Risk Use"). Customer is not licensed to use the Software in,or in conjunction with, High Risk Use. High Risk Use is STRICTLY PROHIBITED. High Risk Use includes,for example,the following:aircraft or other modes of human mass transportation,nuclear or chemical facilities,life support systems,implantable medical equipment,motor vehicles,or weaponry systems. High Risk Use does not include utilization of the Software for administrative purposes,to store configuration data,engineering and/or configuration tools,or other non-control applications,the failure of which would not result in death,personal injury,or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control,but must not be directly or indirectly responsible for the control function. Customer agrees not to use,distribute or sublicense the use of the Software in,or in connection with, any High Risk Use. Customer agrees to indemnify and hold harmless Hyland from any third-party claim arising out of Customer's use of the Software in connection with any High Risk Use. 1.10 Audit Rights. Upon reasonable notice to Customer, Hyland shall be permitted access to audit Customer's use of the Software solely in order to determine Customer's compliance with the licensing and pricing terms this Agreement. Customer shall reasonably cooperate with Hyland with respect to its performance of such audit. Customer acknowledges and agrees that Customer is prohibited from publishing the results of any benchmark test using the Software to any third party without Hyland's prior written approval,and that Customer has not relied on the future availability of any programs or services in entering into this Agreement. 1.11 AnyDoc. The optional AccuZip component of the OCR for AnyDoc and AnyDoc EXCHANGEit Software products contains material obtained under agreement from the United States Postal Service(USPS)and must be kept current via an update plan provided by Hyland to maintain Customer's continued right to use.The USPS has contractually required Hyland to include • "technology which automatically disables access to outdated [zip code] products." This technology disables only the AccuZip component and is activated only if AccuZip is not updated on a regular and timely basis.Hyland regularly updates the zip code list as part of Maintenance and Support for the AccuZip module. 2. U.S.GOVERNMENT END USERS. To the extent applicable,the terms and conditions of this Agreement shall pertain to the U.S. Government's use and/or disclosure of the Software and the Work Products, and shall supersede any conflicting contractual terms or conditions. By accepting the terms of this Agreement and/or the Delivery of the Software, the U.S. Government hereby agrees that the Software qualifies as"commercial"computer software within the meaning of ALL U.S.federal acquisition regulation(s)applicable to this procurement and that the Software is developed exclusively at private expense. If this license fails to meet the U.S. Government's needs or is inconsistent in any respect with U.S. Federal law, the U.S. Government agrees to return the Software and Work Products to Hyland. In addition to the foregoing, where DFARS is applicable, use, modification, reproduction, release, display, or disclosure of the Software, Work Products or Documentation by the U.S. Government is subject solely to the terms of this Agreement,as stated in DFARS 227.7202,and the terms of this Agreement shall supersede any conflicting contractual term or conditions. 3. LIMITED WARRANTY FOR SUPPORTED SOFTWARE AND WORK PRODUCTS. 3.1 Supported Software. For a period of sixty(60)days from and including the date a Supported Software module listed in the Initial Purchase Table Schedule has been Delivered to Customer, and for a period of sixty (60)days from and including the date any other Supported Software module has been Delivered to Customer, Hyland warrants to Customer that such Supported Software module, when properly installed and properly used, will function in all material respects as described in the Documentation. The terms of this warranty shall not apply to,and Hyland shall have no liability for any non-conformity related to: (a)any Retired Software modules;or(b)any Supported Software module that has been(i)modified by Customer or a third party, (ii) used in combination with equipment or software other than that which is consistent with the Documentation, or(iii) misused or abused. 3.2 Work Products. For a period of sixty(60)days from and including the date that Hyland has delivered a completed Work Product to Customer, Hyland warrants to Customer that such Work Product, when properly installed and properly used, will function in all material respects as described in the Documentation. The terms of this warranty shall not apply to,and Hyland shall have no liability for any non-conformity related to,any Work Product that has been(a)modified or added to by Customer or a third party, (b) used in combination with equipment or software other than that which is consistent with the Documentation, or (c) misused or abused. 3.3 Remedy. Hyland's sole obligation,and Customer's sole and exclusive remedy,for any non-conformities to the express limited warranties under Sections 3.1 or 3.2 shall be as follows: provided that, within the applicable 60-day period, Customer notifies Hyland in writing of the non-conformity,Hyland will either(a)repair or replace the non-conforming Supported Software module or Work Product, which may include the delivery of a reasonable workaround for the non-conformity; or(b) if Hyland Page 14 of 22 Contract#:BSA-EU-14595-19141335 determines that repair or replacement of the Supported Software module or Work Product is not practicable,then terminate this Agreement with respect to the non-conforming Supported Software module or with respect to the non-conforming Work Product, in which event, upon compliance by Customer with its obligations under Section 6.2 of this Schedule, Hyland will refund any portion of the Software license fees and annual maintenance fees paid prior to the time of such termination with respect to such Supported Software or the services fees paid prior to the time of such termination with respect to the creation and implementation of such Work Product. 3.4 Maintenance. Upon the expiration of the warranty provided in Section 3.1,and solely for the period,if any,that begins with the expiration of the warranty provided in Section 3.1 and ends with the commencement of the Initial Maintenance Period, all Errors will be supported in accordance with the Maintenance Schedule. 4. SOFTWARE LICENSE FEES. 4.1 Initial Software Licensed. On or after the Effective Date,Hyland shall invoice Customer for the Software license fees specified in the Initial Purchase Table Schedule. Customer shall pay such invoice in full in accordance with the General Terms. 4.2 Follow-on Purchases of Licenses of Software. Software license fees for follow-on purchases of licenses of Software shall be determined at Hyland's retail list prices in effect at the time Customer submits its applicable purchase orders,or at such other prices as the parties may mutually agree upon. Hyland shall invoice Customer for such Software license fees on or after Hyland's acceptance of Customer's applicable purchase orders. Customer shall pay such invoices in full in accordance with the General Terms. 5. INFRINGEMENT INDEMNIFICATION. 5.1 Generally. Hyland agrees to indemnify Customer against all liability and expense,including reasonable attorneys' fees, arising from or in connection with any third party claim, action or proceeding instituted against Customer based upon any infringement or misappropriation by the Software or Work Products of any patent,registered copyright or registered trademark of a third party that is enforceable in the United States, provided that Hyland: (a) is notified immediately after Customer receives notice of such claim;(b)is solely in charge of the defense of and any settlement negotiations with respect to such claim;(c)receives Customer's reasonable cooperation in the defense or settlement of such claim;and(d)has the right,upon either the occurrence of or the likelihood(in the opinion of Hyland)of the occurrence of a finding of infringement or misappropriation,either to procure for Customer the right to continue use of the Software or Work Products,or to replace the relevant portions of the Software or Work Products with other equivalent,non-infringing portions. 5.2 Removal and Refund. If Hyland is unable to accomplish either of the options set forth in Section 5.1(d), Hyland shall either: (a) remove the infringing portion of the Software and/or Work Products and refund to Customer: (I) if applicable, the full Software license fees paid by Customer, plus the unused portion of annual maintenance fees actually paid by Customer for the then-current maintenance period under the Maintenance Schedule as determined from the date of removal,in each case with respect to the infringing portion of the Software;and/or (2) if applicable, the full services fees paid by Customer for the creation and implantation of the infringing Work Products;or (b) if the removal of the infringing Software or Work Products renders all of the Software and Work Products essentially useless to Customer for the uses Customer previously has been making of the Software and Work Products in accordance with this Agreement,and at the election of Customer in such a case,remove the entire Software and Work Products,terminate this Agreement and refund to Customer: (1) the Software license fees paid by Customer for the infringing portion of the Software(if any);plus (2) the unamortized Software license fees(determined as provided below)paid by Customer for all non- infringing portions of Software;plus (3) if(A)and(B)above are applicable,then the unused portion of annual maintenance fees actually paid by Customer for the then-current maintenance period of the Maintenance Schedule as determined from the date of removal;plus (4) the full services fees paid by Customer for the creation and implementation of the infringing portion of the Work Products(if any),plus Page 15 of 22 Contract 4:BSA-EU-14595-19141335 (5) the unamortized services fees (determined as provided below) paid by Customer for all non- infringing Work Products(if any). In determining the"unamortized"amount of any Software license fees or services fees hereunder,such amount shall be determined based upon a three(3)year straight-line amortization schedule commencing on the date the Software in question is Delivered by Hyland to Customer. 5.3 Exclusions. Notwithstanding anything to the contrary,Hyland shall have no obligation to Customer to defend or satisfy any claims made against Customer and otherwise described in this Section that arise from: (1) use of the Software or Work Products by Customer other than as expressly permitted by this Agreement;(2)the combination of the Software or Work Products with any product not furnished by Hyland to Customer;(3)the modification or addition to the Software or Work Products other than by Hyland or any of its authorized solution providers specifically retained by Hyland to provide such modification or addition; or(4)the Customer's business methods or processes. 5.4 THIS SECTION 5 STATES HYLAND'S ENTIRE LIABILITY AND THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO ANY ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY OR PROPRIETARY PROPERTY BY THE SOFTWARE OR THE WORK PRODUCTS. 6. TERMINATION. 6.1 By Customer. Customer or Hyland may terminate this Software License Schedule-Perpetual pursuant to Section 1.2 of the General Terms. 6.2 Effects of Termination. Upon any termination of this Software License Schedule-Perpetual in its entirety,any license to use the Software and Work Products will automatically terminate without other or further action on the part of any party;and Customer shall immediately:(a)discontinue any and all use of the Software,Work Products and Documentation;and(b)either(1) return the Software,Work Products and Documentation to Hyland,or(2)with the prior permission of Hyland,destroy the Software, Work Products and Documentation and certify in writing to Hyland that Customer has completed such destruction. Page 16 of 22 AO Contract 4:BSA-EU-14595-19141335 MAINTENANCE SCHEDULE (Maintenance and Support for Supported Software;Perpetual) This Maintenance Schedule is part of the Hyland Master Agreement entered into between Customer and Hyland. All capitalized terms not defined in this Schedule shall have the meaning ascribed them in the General Terms. 1. MAINTENANCE AND SUPPORT TERMS. Hyland will provide Maintenance and Support in accordance with the Maintenance and Support Prioritization Attachment attached hereto. 1.1 Technical Support Services. Hyland will provide telephone or online technical support related to problems reported by Customer and associated with the operation of any Supported Software,including assistance and advice related to the operation of the Supported Software.Technical Support Services are not available for Retired Software. 1.2 Error Correction Services. With respect to any Errors in the Supported Software which are reported by Customer and which are confirmed by Hyland, in the exercise of its reasonable judgment, Hyland will use its reasonable efforts to correct the Error,which may be effected by a reasonable workaround. Hyland shall promptly commence to confirm any reported Errors after receipt of a proper report of such suspected Error from Customer. Hyland may elect to correct the Error in the current available or in the next available commercially released version of the Supported Software and the Resolution may require the Customer to implement an Upgrade and Enhancement in order to obtain the correction.Error Correction Services are not available for Retired Software. 1.3 Reporting Policies and Procedures Applicable to Technical Support Services and Error Correction Services. 1.3.1 Customer Reporting Requirements. In requesting Maintenance and Support services, Customer will report through Hyland's secure end user website the details of which will be separately provided to Customer through the assigned technical support team.In the case of reporting an Error,Customer will provide Hyland with as much information and access to systems as reasonably possible to enable Hyland to investigate and attempt to identify and verify the Error. Customer will work with Hyland support personnel during the problem isolation process,as reasonably needed. Customer will notify Hyland of any configuration changes,such as network installation/expansion,Software upgrades,relocations,etc. 1.3.2 Hyland Response Procedures. Hyland shall respond to all Technical Support Services requests and Error Correction Services requests in accordance with the Maintenance and Support Prioritization Attachment. With respect to Errors: (a)Hyland will respond based on the confirmed severity level of an Error;(b)Hyland may reclassify Errors as it learns information about such Errors during the resolution process;and(c)Hyland's obligation for a reported Error concludes upon delivery of a Resolution in accordance with the Maintenance and Support Prioritization Attachment. 1.4 Upgrades and Enhancements. Hyland will provide,in accordance with Hyland's then current policies,as set forth from time to time on Hyland's secure end user web site (currently www.hyland.com/community), all Upgrades and Enhancements, if and when released during the term of this Maintenance Schedule. Upgrades and Enhancements are not available for Retired Software. 1.5 On-line Access. Customer acknowledges and agrees that Hyland may require on-line access to the Supported Software installed on Customer's systems in order to provide Maintenance and Support. Accordingly,Customer shall install and maintain means of communication and the appropriate communications software as mutually agreed upon by Hyland and Customer and an adequate connection with Hyland to facilitate Hyland's on-line Maintenance and Support. Such right of access and use shall be provided at no cost or charge to Hyland. 1.6 Test Systems Support. In the event Customer has a license to use a Test System(licensed pursuant to a Software License Schedule-Perpetual,or the applicable provision of a click-through or End User License Agreement)for the purposes of testing an Upgrade or Enhancement of the Software prior to implementing the same in Customer's production environment,then Customer may contact Hyland for the provision of Maintenance and Support as described in this Maintenance Schedule. 2. EXCLUSIONS. 2.1 Generally. Hyland is not responsible for providing, or obligated to provide, Maintenance and Support under this Agreement: (a) in connection with any Errors or problems that result in whole or in part from any alteration, revision, change, enhancement or modification of any nature of the Software,or from any error or defect in any configuration of the Software,which activities in any such case were undertaken by any party other than Hyland; (b) in connection with any Error if Hyland has previously provided corrections for such Error which Customer fails to implement;(c)in connection with any Errors or problems that have been caused by errors,defects,problems,alterations,revisions,changes,enhancements or modifications in the database, operating system, third party software (other than third party software embedded in the Software by Hyland), hardware or any system or networking utilized by Customer;(d)if the Software or related software or systems have been subjected to abuse,misuse, Page 17 of 22 Contract#:BSA-EU-14595-19141335 improper handling,accident or neglect;or(e)if any party other than Hyland,or an authorized subcontractor specifically selected by Hyland, has provided any services in the nature of Maintenance and Support to Customer with respect to the Software. Maintenance and Support does not include any services that Hyland may provide in connection with assisting or completing an upgrade of Supported Software with any available Upgrade and Enhancement. 2.2 Work Products. Maintenance and Support is not provided for any Work Products; however, if Customer desires Maintenance and Support regarding the operation or use of Work Products,Customer may request such Maintenance and Support and the parties may agree to enter into a Services Proposal for such Maintenance and Support in accordance with an applicable Professional Services Schedule. 2.3 Excluded Software and Hardware. This Schedule does not govern, and Hyland shall not be responsible for, the maintenance or support of any software other than Supported Software,or for any hardware or equipment of any kind or nature, whether or not obtained by Customer from Hyland. 3. CERTAIN OTHER RESPONSIBILITIES OF CUSTOMER. 3.1 Operation of the Software and Related Systems. Customer acknowledges and agrees that it is solely responsible for the operation, supervision, configuration, management and control of the Software and all related hardware and software (including the database software). Customer is solely responsible for obtaining or providing training for its personnel; and for instituting appropriate security procedures and implementing reasonable procedures to examine and verify all output before use. 3.2 Access to Premises and Systems. Customer shall make available reasonable access to and use of Customer's premises, computer hardware,peripherals,Software and other software as Hyland deems necessary to diagnose and correct any Errors or to otherwise provide Maintenance and Support Services. Such right of access and use shall be provided at no cost or charge to Hyland. 4. MAINTENANCE PERIODS;RENEWAL AND NON-RENEWAL; REINSTATEMENT; FEES. 4.1 Generally. The first period of this Maintenance Schedule shall be the Initial Maintenance Period. This Maintenance Schedule may be renewed for any additional periods only by mutual agreement of the parties on an annual basis. With respect to any renewal maintenance period,mutual agreement may be evidenced by Hyland's invoicing of annual maintenance fees for such renewal maintenance period and Customer's timely payment of such annual maintenance fees. Notwithstanding anything to the contrary, the term of this Maintenance Schedule shall immediately terminate at the time the version of the Supported Software licensed by Customer and in use in its production environment becomes Retired Software. 4.2 Reinstatement. In the event of the termination of Maintenance and Support under this Maintenance Schedule either by Customer's decision not to renew or by the Supported Software becoming Retired Software,Customer may during the term of this Agreement after the effective date of such termination elect to reinstate the term of this Maintenance Schedule in accordance with this paragraph. To obtain reinstatement,Customer shall:(a)deliver written notice to such effect to Hyland;(b)pay to Hyland(1) annual maintenance fees for all maintenance periods which would have elapsed from the effective date of such termination through the effective date of such reinstatement;and(2)an amount equal to one hundred percent(100%)of the annual maintenance fees for the renewal period of such Maintenance Schedule commencing on the effective date of such reinstatement; and (c) if the Supported Software has become Retired Software, upgrade to the latest released version of the Software which is Supported Software. Any reinstatement under this paragraph shall be effective as of the first business day after Hyland has received the notice of reinstatement and all payments required to be made hereunder in connection with such reinstatement. The renewal maintenance period commencing with the effective date of such reinstatement shall be for a period ending on the first annual anniversary of such effective date;and thereafter this Maintenance Schedule shall be renewed for an additional maintenance period as described in paragraph 4.1 above. 4.3 Initial Maintenance Period. On or after the Effective Date,Hyland shall invoice Customer for the annual maintenance fees for the Initial Maintenance Period. Customer shall pay such invoice in full on or before the commencement of the Initial Maintenance Period. 4.4 First Maintenance Period for Add-on Software. The first maintenance period related to Supported Software modules for which Customer purchases licenses under a Software License Schedule after the Effective Date of such Software License Schedule shall begin upon Delivery of such additional Software. Annual maintenance fees for the first maintenance period applicable to such Software shall be determined at Hyland's retail list prices in effect at the time Customer submits its applicable purchase orders, or at such other prices as the parties may mutually agree upon. Hyland shall invoice Customer for the annual maintenance fees for the first maintenance period applicable to such Software promptly upon Hyland's acceptance of Customer's purchase order for the purchase of Maintenance and Support for such Software. Customer shall pay such invoices in full in accordance with the General Terms. Page 18 of 22 Contract#:BSA-EU-14595-19141335 4.5 Subsequent Maintenance Periods. Customer shall pay annual maintenance fees in such amounts as are invoiced for all renewal maintenance periods after the first maintenance period applicable to a particular Supported Software module. Hyland shall invoice Customer for the annual maintenance fees for each renewal maintenance period at least forty-five(45) days prior to the end of the then-current maintenance period.Customer shall pay each such invoice in full on or prior to the first day of the renewal maintenance period to which such invoice relates. 5. TERMINATION. 5.1 By Customer. Customer may elect not to renew Maintenance and Support under this Schedule as described in Section 4.1 of this Schedule. 5.2 Termination for Breach. In the event that Customer terminates this Schedule or the entire Agreement under Section 1.2.2 of the General Terms,then Customer shall be entitled to a pro rata refund of annual maintenance fees that Customer has actually paid for the remainder of the maintenance period which terminates as a result of such termination(the"unused portion of annual maintenance fees"). Page 19 of 22 Contract#: BSA-EU-14595-19141335 MAINTENANCE AND SUPPORT PRIORITIZATION ATTACHMENT Severity Description Hyland Response Level Level 1 "Level I" means any Error that Upon receiving notification from Customer, Hyland's support Team Leader causes total or substantial Software will immediately notify a support Manager. Within thirty (30) minutes, the failure, which means that the Manager will notify a member of Senior Management or a Vice President. Software is down and Customer is unable to access the Software in any If there is no Resolution within two(2)hours of the Customer's notice,Hyland way within their production will place the Customer on the High Visibility Ticker(HVT). environment. If there is no Resolution within four(4)hours of the Customer's notice or by the end of business of that day, Hyland will designate the Error as Code Blue. Designation as Code Blue means a resolution team is immediately formed for the Level 1 Error and the resolution team provides continuous updates on all issues of change or status to all C-Level Executives and Vice Presidents of Hyland, and all of Hyland employees are made aware that the Customer is on Code Blue. To provide a Resolution, Hyland will match the Customer's effort, up to and including 24 hour days, 7 days a week,through holidays and weekends until there is a Resolution. Level 2 "Level 2"means an Error that causes Upon receiving notification from Customer, Hyland's support Team Leader substantial Software failure which will notify a support Manager within sixty(60)minutes. Within two(2)hours, prevents a portion of Customer's the Manager will notify a member of Senior Management or Vice President. users from accessing the Software in any way within the production If there is no Resolution by the end of business on that day,Hyland will place environment. the Customer on Hyland's High Visibility Ticker. If there is no Resolution within twenty-four(24)hours of Customer's notice. Hyland will designate the Error as Code Blue. To provide a Resolution,Hyland will match Customer's efforts up to 24 hour days, 7 days a week, through holidays and weekends until there is a Resolution. Level 3 "Level 3" means that the Software is To provide a Resolution, Hyland will match Customer's efforts up to 5 usable except that an Error causes an days/week, 16 hours/day, through holidays and weekends until there is a ongoing, system-wide, severe Resolution. performance degradation. Level 4 "Level 4" means that the Software is To provide a Resolution, Hyland will use reasonable efforts during regular usable except that an Error prevents a support hours. specific feature or functionality from working. Level 5 "Level 5"means that the Software is Standard Maintenance and Support. usable except that an Error causes a trivial inconvenience and the task can be completed in another way Level 6 "Level 6" means Technical Support Standard Maintenance and Support. Services. *Notwithstanding the above,Maintenance and Support for the Pacsgear Software is limited to the following hours: -for Customers in Europe:8:00-5:00 UK Time(GMT+1) -for all other Customers:7:00-7:00 Central Time Page 20 of 22 Contract#: BSA-EU-14595-19141335 PROFESSIONAL SERVICES SCHEDULE This Professional Services Schedule is part of the Hyland Software Master Software License, Support and Services Agreement entered into between Customer and Hyland. All capitalized terms not defined in this Schedule shall have the meaning ascribed them in the General Terms. 1. SERVICES PROPOSAL. During the term of this Professional Services Schedule,Customer may request Professional Services from Hyland. Hyland and Customer will discuss the parameters of the request and Hyland will inform the Customer as to whether the Professional Services shall be performed pursuant to a Services Proposal. 2. FULFILLMENT. Hyland will provide such Professional Services as mutually agreed under the Services Proposal. Each mutually agreed upon Services Proposal is incorporated herein by this reference as if fully rewritten herein. Hyland will provide the Professional Services described in any mutually agreed upon Services Proposal at a time and on a schedule that is mutually agreed upon by the parties. If any delays in such Professional Services occur solely as a result of any incorrect information, incorrect assumption or failure of Customer to perform or fulfill its obligations in connection with any Services Proposal, the performance schedule for the applicable project may be extended. Hyland shall have no liability or responsibility for any costs or expenses resulting from such delays. In the event that performance of any milestone set forth in any Services Proposal is not met due to a delay solely caused by Hyland,and provided that such cause is not an event of force majeure as described in Section 7 of the General Terms,Hyland agrees,at no additional charge to Customer,to commit such additional resources and personnel as shall be necessary to ensure that such delay does not result in the slippage of later milestones or completion of such Professional Services. The parties agree that any Professional Services or Work Products described in this Schedule that have been performed or developed, in whole or in part,prior to the execution of this Agreement by the parties nevertheless shall be covered by all terms and conditions of this Schedule. 3. CHANGES TO SERVICES PROPOSAL. Hyland or Customer may,at any time,reasonably request a change to any Service Proposal. Any requested change that the parties mutually accept(a"Change")will be set forth in a written change order prepared by Hyland and agreed to and signed by both parties that specifically references the relevant Service Proposal. In the event the parties are unable to mutually agree upon a proposed Change or a proposed change order,and such proposed Change relates to a material component of the project that is the subject of the relevant Services Proposal,either party may terminate such Service Proposal upon not less than thirty(30)days advance written notice to the other party. 4. CUSTOMER'S OBLIGATIONS. 4.1 Assistance and Obligations. Customer agrees that it will cooperate with and assist Hyland in the performance of Professional Services under any Services Proposal;will provide the resources specified in the relevant Services Proposal;and will perform or fulfill all obligations required to be performed or fulfilled by Customer under the terms of the relevant Services Proposal. Customer acknowledges that if it fails to provide assistance and perform or fulfill its obligations in accordance with this Section and the relevant Services Proposal,Hyland's ability to provide such Professional Services,meet the performance schedule set forth in such Services Proposal and keep services fees reasonably in line with any estimates given in the Services Proposal may be adversely affected. During any period in which Hyland is performing services hereunder, Customer shall provide to the Hyland project team independent local (onsite) and remote (offsite) access through the use of secure connections such as a network connection, VPN connection or other similar methods and dedicated user accounts with appropriate privileges to the Software, hardware or virtual machines allocated to the Software system. Remote and local access will be granted for all provisioned environments,including production. 4.2 Third Party Software Rights. Notwithstanding any contrary terms,if Customer requests Hyland to perform Professional Services on or with respect to any third party software,Customer represents and warrants to Hyland that Customer has all necessary rights to allow Hyland to do so. 4.3 Protection of Customer's Systems. CUSTOMER UNDERSTANDS THAT IT IS SOLELY RESPONSIBLE TO TAKE APPROPRIATE MEASURES TO ISOLATE AND BACKUP OR OTHERWISE ARCHIVE ITS COMPUTER SYSTEMS, INCLUDING ITS COMPUTER PROGRAMS,DATA AND FILES. 4.4 Safe Work Environment. Customer will be responsible for and shall ensure that while Hyland employees, agents or subcontractors are on Customer's premises,all proper and legal health and safety precautions are in place and fully operational to protect such persons. 5. SERVICES FEES. Except as otherwise provided in any applicable Services Proposal: (a)Hyland will charge services fees to Customer,as agreed in writing in the Services Proposal for Professional Services at Hyland's then-current standard list price for the applicable Professional Services;and(b)Hyland shall invoice Customer for Professional Services fees monthly,in arrears, based on the number of Working Hours required to complete the project and the applicable hourly fees;and Customer shall pay in full each such invoice in accordance with the terms of the General Terms. Any estimates of fees or Working Hours required to Page 21 of 22 Contract#:BSA-EU-14595-19141335 complete the project are approximations of the anticipated amount of fees and time needed to complete the project. The actual number of Working Hours may vary. 6. TRAVEL AND EXPENSES. Customer shall be responsible to pay or reimburse Hyland for all customary and reasonable out-of-pocket costs and expenses incurred by Hyland in connection with the performance of services under this Agreement (including fees and expenses relating to travel, meals, lodging and third party vendor registration requirements) in accordance with Hyland's applicable internal policy for the reimbursement of costs and expenses to its employees ("Hyland Expense Policy"). Except as otherwise provided in any applicable Services Proposal, Hyland shall invoice Customer for all reimbursable costs and expenses on a monthly basis, in arrears; and Customer shall pay in full each such invoice in accordance with the General Terms.Travel expenses shall be reimbursed as per Section 112.061,Fla.Stat.and must be pre-approved in writing by the County. 7. LIMITED WARRANTY FOR SERVICES. 7.1 Limited Warranty. For a period of sixty(60)days from the date of completion of Professional Services,Hyland warrants to Customer that such services have been performed in a good and workmanlike manner and substantially according to industry standards. This warranty specifically excludes (a) non-performance issues caused as a result of incorrect data or incorrect procedures used or provided by Customer or a third party or failure of Customer to perform and fulfill its obligations under this Agreement;and(b)any Professional Services in the nature of staff augmentation. 7.2 Remedy. Hyland's sole obligation,and Customer's sole and exclusive remedy for any non-conformities to the express limited warranties under paragraph(a)shall be as follows: provided that,within the applicable 60-day period, Customer notifies Hyland in writing of the non-conformity, Hyland will use commercially reasonable efforts to re-perform the non-conforming services in an attempt to correct the non-conformity(ies). If Hyland is unable to correct such non-conformity(ies)after a reasonable period of time,Customer's sole and exclusive remedy shall be to terminate the Services Proposal under which the non-conforming Services have been performed,in which event Hyland will refund to Customer any portion of the services fees under such Services Proposal relating directly to such non-conforming Professional Services paid prior to the time of such termination. 8. TERMINATION. 8.1 By Customer. Customer may terminate this Professional Services Schedule, including any Services Proposal,pursuant to Section 1.2 of the General Terms. 8.2 Terminating a Services Proposal. In addition to the terms provided in Section 1.3 of the General Terms Schedule,in the event of any termination of a Services Proposal, Customer agrees to compensate Hyland for all Professional Services already performed prior to,and including,the date of termination,except to the extent that Hyland has breached its obligations to perform such Professional Services and such breach is the cause of such termination. Page 22 of 22 EXHIBIT A PROFESSIONAL SERVICES Hyland PROPOSAL Global Services Collier County SIRE EDM Conversion Document Version: 1 ©2019 Hyland Software,Inc. All Rights Reserved Information in this document is subject to change and does not represent a commitment on the part of Hyland Software,Inc.until attached to a services contract. The information contained in this document is confidential and proprietary to Hyland Software,Inc. It is provided solely for the use of Collier County to describe the approach and work being proposed. This information may not be used for any other purpose and may not be further distributed. Any recipient of this document who is unwilling to agree to these conditions should return the document to Hyland Software, Inc.without reviewing the contents or making further distribution. Review of this document shall constitute agreement to the restrictions stated above. TABLE OF CONTENTS INTRODUCTION 2 PROPOSAL TERMS&USAGE 2 PROJECT AREAS 3 Project 1 - Software Implementation and SIRE EDM Conversion 3 Project 2 — ESRI Integration 7 GENERAL ASSUMPTIONS AND EXCLUSIONS 8 DESCRIPTION OF SERVICES 8 CUSTOMER RESPONSIBILITIES/OBLIGATIONS 11 PRICING ESTIMATE 13 Hyland Global Services o IN`T'RODUCTION The purpose of this document is to define the goals, scope, and important details supporting the delivery of professional services related to one or more projects defined in the Project Areas section. This document is used by Hyland Software to provide services estimates applicable to the current stage of a project. PROPOSAL, TERMS & USAGE Hyland Software, Inc.® ("Hyland") is pleased to provide the following estimate for professional services related to the use of the OnBase Software ("Software") for Collier County ("Customer") as shown in the Description of Services section of this document. This proposal describes the services offered to Customer in conjunction with the use of the Software for Customer. The Hyland solution delivery team will contact Customer project team to discuss project logistics and potential start dates. Once a project start date has been determined, resources will be assigned and scheduled to begin delivery of the services described in this proposal. 2 Hyland Global Services PROJ ECT AREAS PROJECT 1- SOFTWARE IMPLEMENTATION AND SIRE EDM CONVERSION Scope Hyland will provide services to discover and implement a Software solution within Customer's organization. Hyland will work with the Customer's project resources and business area subject matter experts to identify documents for conversion to the Software solution. For each of the Customer's environments(production and test), Hyland will install the following: a. One (1) database instance; b. One (1)Application Server; c. One (1) Web Server; d. One (1) OnBase Full Text Server; e. One (1) Processing Server (optional); f. Two (2) Client workstations (as training for your IT team) with all licensed OnBase client applications; and g. Software license which will allow the use of the respective modules. Hyland will work with the Customer's system administrator to configure Software disk groups and document types to support the document types to be converted from SIRE. The structure in OnBase can closely match the structure you have found with SIRE. It is highly configurable and Document Types can easily be moved to a different Document Type Group (Cabinet) with simple point and click configuration. Below is a brief translation of data objects and naming conventions. SIREfOnBase _ .myna Sob xuueWnm • Cabinet • Document Type Group • Folder �� • Document Type 77 � • Index VJ • Keyword N W�/ • File Spread V) • Diskgroup CC • Lookup Index M(13 • Keyword Data Set /� • Stored Procedure Index CO • Auto Fill Keyword Set v ` • FileCenter c • Unity Client • WebCenter O • Web Client • Capture • Document Imaging Additional disk groups, keywords and document types that are outside the SIRE document conversion are the responsibility of the Customer however the included Administration Training fully prepares you for this task. Hyland will also advise and work with the Customer's system administrator to configure Security User and Groups as well as the Active Directory Integration, if requested. The conversion of SIRE indexed and documents includes indexes/keyword values,one (1) version of each document. The conversion will follow an Export/Import process. 3 Hyland Global Services .< � The cabinets identified for export will be exported using the SIRE Export Utility to an XML file format. These XML files will be used for import into Software using the Software Document Import Processor ("DIP"). A Reconciliation Report will be provided that tracks each SIRE Cabinet and document counts through the conversion process. Verification Reports will be generated by DIP during the import and will identify any errors or exceptions that occurred during the import. These Verification Reports will be stored in your new Software solution and SYS - Verification Report document types for Customer to review on demand. Conversion Summary: Cost Category_ Count Unit Cost Cost ' Cabinet Setup Fee 149 $no.00 per cabinet $16,390.00 Folder Conversion Fee 490,000 $13,600.00 per million $6,664.00 Total $23,054.00 A test of the SIRE conversion will be performed to the Customers test server. Up to two thousand (2,000) folders from each SIRE cabinet will be converted from SIRE to Software. A production conversion will also be performed that will include all identified documents from SIRE. Training During execution of Project 1, Hyland will provide the training described below: Customer will attend and pass the System Administration training course. This level of training will be focused on the general use, maintenance, and administration of the Software. This training should be scheduled through http://training.onbase.com and will occur in a classroom setting at Hyland or online.This training will take place prior to the official project kickoff and installation to ensure that the Customer's system administrator is prepared to engage in discussions about configuration preferences and Software modules, administration, security and implementation discussions. Hyland will use a train-the-trainer methodology. The training will be conducted either remotely using an agreed upon remote access tool or at the Customer's location. Any on location training will be subject to travel expenses as defined in the MSLSSA. These designated trainers will then provide training to all of the end users and answer questions about the solution. These internal trainers may chose to enhance the standard training to include customer specific training using the Software in their day- to-day business processes. The amount of training is defined by the hours purchased in the payment table of this proposal. More training hours or a different training strategy may be priced in any revisions prior to signatures of this Service Proposal or as a Change Order to this Proposal. Testing and Support Hyland will implement and perform solution unit testing to test software functionality in accordance with the documentation, as defined in the Software Maintenance Agreement. Upon completion of Hyland's unit testing, Hyland will support Customer 4 Hyland Global Services °rte for up to forty(40) hours over two (2) contiguous weeks to complete business process testing. Once the solution is being used in a production capacity, Hyland will provide up to twenty-four (24) hours of support, provided in contiguous days, and will include support relating to the migration of the configured solution from test into production. Services (as described below in the "Description of Services"section) Implementation, Project Management, Conversion Services Deliverables Module Reference Guide, Reconciliation Report (as defined in the description of Conversion Services, in the "Description of Services" section) Assumptions This proposal is based upon the assumptions set forth here, as well as in "General Assumptions and Exclusions" section below, being true. If for some reason any of these assumptions prove not to be true, this could result in a scope change and may have an impact on the proposed cost and timeline to deliver. a. Initial implementation of Software will be configured and tested in the future production environment; and b. Customer is responsible for providing a knowledgeable resource(s) familiar with the SIRE Document Management application to answer questions related correctly extracting the document according to business policy and the intended taxonomy of the SIRE Cabinet structure. Conversion Assumptions a. SIRE System contains roughly 500,000 folders; b. Keyword values exceeding two hundred fifty(250) characters will be truncated unless otherwise specified during the project implementation; c. Format of extracted files will be natively supported by the Software; d. Hyland will migrate only the latest revision of each document into the Software; e. Hyland will not be responsible for verifying the correctness or integrity of document metadata or the quality of image files associated with the Legacy System; f. Hyland will not be responsible for enhancing or modifying such documents or document metadata (e.g., rotating documents, enhancing image quality, or correcting metadata) or for converting image and annotations (e.g. redactions, highlights) and audit history metadata unless explicitly stated otherwise in the requirements; g. Project 1 does not include conversion of SIRE custom code or scripts, Workflow, Forms,Auto Indexing rules,triggers, system configuration, security group or related security permissions, retention rules, stored procedures, reports (standard or custom), media events,Active Directory configuration, 3rd party integrations, API scripts or integrations, custom utilities, full text catalogs, renditions or revisions, product features or anything not explicitly defined within this document; 5 Hyland Global Services h. Hyland will install and configure the OnBase Full Text server for full text searching (if licensed) and assist the system administrator with configuration of document types to be full text search enabled. The execution and completion of cataloguing and processing the documents is dependent on external conditions(e.g.server resources,volume of documents and document size)and not a deliverable of this project; and i. The linkage between metadata in the SIRE System database and the physical files representing the pages of each document is identifiable within the SIRE System database. 6 Hyland Global Services PROJECT 2 -ESRI INTEGRATION Scope Hyland will provide up to twenty-four (24) hours of services in order to install, configure, and consult on the integration for Esri GIS Software module. Services will include the installation and configuration of the Integration for Esri GIS Software module in one (1) non-production environment for the purpose of basic testing and training. Hyland will ensure Software can successfully retrieve and upload documents from within the sample application for one (1) map layer. In addition to the base installation and setup, Hyland will work with Customer to understand the primary objectives of the integration and will provide guidance and advice where appropriate. Customer will be responsible for all remaining implementation, configuration, or testing activities for the GIS integration in Software test environment as well as Software production environment. This project represents a very simple implementation of a basic ESRI Integration. Additional consulting, configuration, and deployment involvement can be provided following discovery or as a change order to this project scope. Services Implementation Deliverables None Assumptions This proposal is based upon the below assumptions being true. If for some reason these assumptions prove not to be true,this could result in a scope change and may have an impact on the proposed cost and timeline to deliver. a. Customer has a functioning non-production environment (e.g. test) in which to install and configure the GIS integration prior to the start of services; b. Customer is responsible for any additional configuration of the GIS Integration to be used with Customer's specific map applications and for implementing the integration in the production environment; c. Customer is using ArcGIS Online; and d. Customer is running a supported version of ArcGIS Server and Web AppBuilder. Hyland Global Services GENERAL ASSUMPTIONS AND EXCLUSIONS Each of these projects is based upon the assumptions set forth below being true. If, for some reason, these assumptions prove not to be true, this could result in a scope change and may have an impact on the proposed cost and timeline to deliver. a. Project start date(s)are subject to a mutually agreed upon schedule after execution of contract; b. Each deliverable created during this project will use Hyland's standard deliverable templates. Customer-requested changes to the deliverable template will increase project costs and/or introduce timeline delays. c. Hyland is not responsible for the deployment/installation of Software on end user workstations. The technical consultant will work with Customer's system administrator to identify requirements, test installation processes, and provide general consulting on the topic. However,it is ultimately Customer's responsibility to roll-out Software to end user workstations; d. Hyland is not responsible for the installation and configuration of third party software; e. Customer is responsible for updating any other environments outside of test and production to the appropriate version and configuration of Software; f. This proposal is based on OnBase version 17 or greater to allow for all requirements identified in the scope to be valid; g. As detailed above, Hyland will provide the specified training as part of this proposal. Customer may request additional hours for such service under a future agreement; h. As detailed above, Hyland will provide the specified support for testing the solution. Customer may request additional hours for such service under a future agreement; i. As detailed above, Hyland will provide the specified support for go live. Customer may request additional hours for such service under a future agreement. j. Customer fulfills its responsibilities and obligations hereunder, as described in the section below entitled "Customer Responsibilities/Obligations."; and k. If this proposal marks the completion of a conversion from SIRE to OnBase and the customer will no longer be paying maintenance on any SIRE modules, the Services team will complete that transaction by removing the SIRE licensing from the SIRE server. Thereby completing the return of SIRE for the delivery of OnBase software. Project Exclusions The following items are considered out of scope for this engagement: a. Conversions from additional third party systems; b. Integrations with third party systems; c. Any process conversion not explicitly defined in the project(s) of this proposal including additional workflows,forms,scripts,agenda formatting,custom compile scripts, custom security, and custom publishing events/exports/presentation/web pages/formatting or audio/video configuration or hardware. DESCRIPTION OF SERVICES 8 Hyland Global Services The types of services outlined below are included in one or more of the project areas covered in this services proposal, and are encompassed in Hyland's standard engagement methodology. Please refer to the specific project described in the Project Areas section of this document to determine which of these services are in scope for a particular project. i. Implementation a. Solution Design: Hyland designs the solution based on its standard practices and the information gathered as part of discovery; b. Solution Implementation: Hyland configures the software in accordance with the solution design; c. Solution Unit Testing: Hyland will test software functionality as it pertains to the configured solution. Upon completion of unit testing and incorporation of any changes to the solution, Hyland will inform the Customer unit testing is complete; d. Training: The Hyland team trains the Customer's designated system administrators, testers, and trainers responsible for educating their user- community as described in each project area description above. This training is oriented towards the Customer's specific solution, and therefore, foundational Software training is expected to have been completed by the Customer's resources prior to receiving this solution-specific training and knowledge-transfer; e. Customer Testing Support: Hyland will support the Customer's testing of the configured solution as described in each project area description above. Customer-created business test cases are used by Customer's resources to test the Solution. Customer should prepare for these activities by defining test plans and scripts early in the project process. f. Solution Migration: Hyland will migrate the Solution from the environment used for testing to the production environment; and g. Go Live Support: Hyland will provide support to the Customer during initial production usage of the Solution to address issues and answer questions from the Customer as described in each Project Area description above. 2. Project Management Project Management services cover the overall management and coordination of Hyland team resources, project plan, scope, issues and general coordination of solution delivery. The Hyland Project Manager will: a. Create and maintain project documentation, including a detailed project plan that defines the overall work effort, objectives and timelines, project issue list, and change requests; b. Coordinate and facilitate project meetings including scheduled status meetings; c. Produce a status report which outlines the current project progress,open issues and owners; d. Coordinate activities with Customer's designated project manager to facilitate successful management of the project within the defined scope; and e. Provide supporting activities as appropriate/requested. 9 Hyland Global Services 3 3. Conversion Services: As part of this Conversion Services engagement Hyland will: a. Provide project management services to collaborate on the creation of a detailed project plan with the Customer in order to drive project schedule, milestones, and coordinate transition to new environment; b. Perform discovery to determine document metadata mappings, infrastructure requirements, tactical planning, and establish respective roles; c. Work with the Customer's System Administrator to configure document type and keyword mappings between the Software and the SIRE Systems; d. Convert a representative sample of the documents, with associated metadata from the SIRE System to the Software for the purpose of validating and verifying the integrity of the conversion process ("Sample Conversion"); e. Extract, transform and load SIRE System files and metadata into the Software production system ("ETL process"); f. The project plan will account for sufficient time in each phase for the extraction of all documents within the application associated with the phase based on performance metrics gathered during the sample conversion; and g. Provide reports listing the SIRE System document count, associated Software document count, and any exception documents identified during processing ("Reconciliation Reports"). Project Schedule: Upon execution of the proposal, the parties will agree in writing to a Project Schedule. 10 yla Global Services CUSTOMER RESPONSIBILITIES/OBLIGATIONS To facilitate Hyland's performance of the above services, Customer agrees to the following: i. Project Management Customer will provide a single point of contact whose responsibilities include but are not limited to: a. Collaboration with Hyland resources on the project schedule; b. Coordination of key departmental decision maker(s), subject matter expert(s), end-user representative(s), third party software application resources, project team representative(s) related to the project area, steering committee, project sponsorship; c. Facilitate timely decision making and resolution of issues; d. Coordination of Customer resources for the testing and regression testing cycles of the configured Software solution; e. Tracking and reporting test results; and f. Arrange for physical workspace and tools (desks, meeting rooms, training rooms, conference phones, etc.) for duration of the project to accommodate scheduled onsite activities. 2. Implementation a. Properly setup environment in accordance with Hyland's prerequisites. Setup will consist of the installation, configuration, and administration of, but not limited to, all hardware and operating systems, database instance(s), networking, and required third-party software; b. Local and remote access through the use of dedicated user account(s) with appropriate privileges to the Software and relevant third party systems for the engaged Hyland project team; c. Setup, execution, and validation of the database maintenance plan for each Software instance; d. Perform routine scheduled backups and maintain disaster recovery and contingency plans; e. Packaging and deployment of the client Software. Deployment of supporting client hardware(e.g.scanner,signature device)and related third party software (e.g. drivers,licenses) for the Software solution; f. All scanning devices (MFP, MFD, high volume scanners) will be installed, configured and performing to manufacturer's specifications; g. The same scanner make/model used in production-level scanning will be available in the test environment; h. Customer will have at least one(1)non-production environment for installation and deployment; i. Customer is responsible for the installation or configuration of third party software; j. All necessary components including, but not limited to, power, lighting, network connections and environment controls deemed necessary for the proper functioning of the system; 11 Hyland Global Services \" f k. Installation and support of all hardware and operating, database, and application software; and 1. Customer will provide systems access and include third-party vendors or subject/technical matter experts as required. 3. Testing/Training a. At least one (1) Software system administrator will or has attended system administrator training and will participate actively in the entire project lifecycle for knowledge transfer. The Customer system administrator will support all Software environments, and solutions; b. At least one (1) Workflow administrator will or has attended Software Introduction to Workflow training, at Customer's expense, and will participate actively in the entire project lifecycle for knowledge transfer. The Customer Workflow administrator will support all Software environments,and solutions; c. Setup of the Software testing/training workstation(s) (e.g. PC and scanner) including the installation of all necessary software; d. Customer is responsible for the creation, development and execution of test cases; e. Customer will commit a minimum of eight(8)working hours per day to testing the Solution during the Customer Testing Support phase, which may be performed by multiple Customer personnel; and f. Customer is responsible for end-user training on the use of the Software. 4. Project Personnel a. Customer will assign a project sponsor, who will be actively involved in the project and is the final escalation point for all issues and decisions; b. Customer is responsible for designating the appropriate Customer personnel to attend and contribute to all project meetings for the duration of the project; c. Customer is responsible for timely completion of deliverables and action items throughout the course of the project; d. Customer project resources will not change through the duration of the project; e. Customer will assign and Hyland will have access to the appropriate business process owners and resources for the project in a timely manner when requested; f. Database administrator, network administrator, subject matter experts, etc., will be available in a timely manner on an as-needed basis; g. Customer will assign and Hyland will have access to the appropriate technical resources for the project in a timely manner when requested; h. At least one (1) Information Services ("IS") / Information Technology ("IT") representative to assist with the installation with regards to network and system administration; and i. At least one (1) Software Administrator to assist in establishing network rights to appropriate disk groups on Customer's file servers for Customer's users. The parties acknowledge and agree failure to meet responsibilities noted above will likely affect project duration, cost, or quality in the execution and completion of services. 12 Hyland Global Services .. �.. PRICING Customer acknowledges that the services estimated are based solely on the information provided to Hyland and referenced in the above Project Area(s). Any changes to this Proposal will be processed as a Change Order and executed by the Parties in advance. Project Name Estimate Hours Amount Type SIRE Foundation Service Bundle Fixed N/A $5,000.00 SIRE Document Conversion Fixed N/A $23,054.00 System Administrator Course (Promotion) Fixed N/A $0.00 Premium Subscription 6o day Trial (Promotion) Fixed N/A $0.00 User ECM Train the Trainer - Unity Client Time and 8 $1,720.00 Materials User ECM Train the Trainer — Outlook Time and 2 $430.00 Integration Materials User ECM Train the Trainer - Document Imaging Time and 4 $860.00 Materials Document Import Processor Training Time and 2 $430.00 Materials Mailbox Importer Installation and Training Time and 4 $860.00 Materials Signature Configuration Training Time and 2 $430.00 Materials Report Services Training Time and 2 $430.00 Materials Introduction To Workflow Training Course (I Fixed N/A $3,000.00 attendee) Workflow Design Training Course (I attendee) Fixed N/A $3,000.00 GIS or 3rd Party Document Retrieval Training Time and 2 $430.00 using DOCPOP, PDFPOP and other "POP" Materials features. Project 2 — ESRI Integration Time and 24 $5,160.00 Materials Total $44,804.00 Note: Travel and expenses are not included in the above pricing. Customer shall be responsible for reimbursement of travel expenses in accordance with the terms of the MSLSSA, and such expenses will be billed as accrued and include airfare, rental car, hotel and per diem. 13 Hyland Global Services yah 1 io Additional services may be purchased as a change order and executed by the Parties in advance to this Proposal using the following rates: Resource Ilourly Rate Conversion Services $2 0.00 Custom Solutions $21 .00 Installation Services $21 .00 Professional Services $215.00 Pro'ect Mana:ement $215.00 Education Services $215.00 Payment The pricing for the above Projects represents a combination of time and materials and fixed price services engagement. Time and Materials elements will be billed monthly as those services are delivered. Payment milestones for the fixed fee elements plus corresponding travel expenses will be invoiced as follows: a. Payment Milestone 1: • $17,921.60 (%4o) of the total fixed price will be invoiced by Hyland to Customer upon successful installation of the application software on the Customers servers. b. Payment Milestone 2: • $17,921.60 (%4o) of the total fixed price will be invoiced by Hyland to Customer upon joint verification by Hyland and Customer that acceptance testing of the solution is complete and a go live date has been set. c. Payment Milestone 3: • $8,960.80 (%2o) of the total fixed price will be invoiced by Hyland to Customer upon joint verification by Hyland and Customer that the all documented deliverables have been meet and accepted for a period of 3o days after go live. d. Travel and Expenses: • Travel expenses are not to exceed $8,000.00. Customer shall be responsible for reimbursement of travel expenses in accordance with the terms of the MSLSSA, and such expenses will be billed as accrued and include airfare, rental car, hotel and per diem. Travel expenses shall be reimbursed as per Section 112.061, Fla. Stat. and must be pre-approved in writing by the County. �4 Hyland Global Se go Services described in this Services Proposal will be delivered in accordance with the terms of the current Master Software License, Services and Support Agreement(19-o72-NS) in place between Hyland and Customer. Collier C111;C :*. 1 of County C i; Hyland Software, Inc. ri:dir , : . 040.By : �"'' �. By : 4zze ( / l Name :William L. McDaniel,Jr. Name : (PrintaL`r ASsw '�' �''� CY Title : Chairman Title : 1)) e en , 1,,t c/6,0-„,u____ Date : \o\`zz'd\,vc\ Date : '�i' . Z Y i ZO l q Hyland Witness Signatures: W t ess Signature Jta/t rt,e CReeefe..., Print Name Witness Signature Prig \ W\tZtA Print Name ATTESTION: CRYSTAL K. KINZEL,CLERK OF COURTS AND COMPTROLLER V �II/�/ �1 r2O�r at # a to°L ..' 's v '` ` , ti eputy Clerk .' *SJ. A. •r 1 •' '.W ��s • Ind legality: Ay ,..- - Sc'R.Teach Deputy County Attorney ***END OF DOCUMENT*** 15 Hy1and ..-- l ® DATE(MM/DD/YYYY) AC O CERTIFICATE OF LIABILITY INSURANCE 09/24/2019 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 Karen Ormiston NAME: The James B.Oswald Company PHONE Ext): (216)367-8787 FAX No): (216)241-4520 1100 Superior Avenue East E-MAILDss: KOrmiston@oswaldcompanies.com Suite 1500 INSURER(S)AFFORDING COVERAGE NAIC# Cleveland OH 44114 INSURER A: Federal Insurance Company 20281 INSURED INSURER B: Great Northern Insurance Co. 20303 HSI Holdings I,Inc. INSURER c: Pacific Indemnity Company 20346 Hyland Software,IncINSURER D: Illinois National Ins Co 23817 28500 Clemens Road INSURER E: Westlake OH 44145 INSURER F: COVERAGES CERTIFICATE NUMBER: 18/19 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTRINSD WVD POLICY NUMBER (MM/DDIYYYY) (MM/DD/YYYY) X COMMERCIAL GENERAL LIABILITYEACH OCCURRENCE $ 1,000,DAMA000 RENTED CLAIMS-MADE X OCCUR PREMISES0(Ea occurrence) $ 1,000,000 MED EXP(Any one person) $ 10,000 A Y 35783325 12/31/2018 12/31/2019PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JECT PRO LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED Y 73522883 12/31/2018 12/31/2019 BODILY INJURY(Per accident) $ AUTOS ONLY _ AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLA LIAB 25,000,000 X OCCUR EACH OCCURRENCE $ A EXCESS LIABCLAIMS MADE 79882068 12/31/2018 12/31/2019 AGGREGATE $ 25,000,000 DED X RETENTION $ None $ WORKERS COMPENSATION X STATUTE EOTH AND EMPLOYERS'LIABILITY Y/N 1 C ANY PROPRIETOR/PARTNER/EXECUTIVE NIA 71713993 12/31/2018 12/31/2019 E.L.EACH ACCIDENT $ , , OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 10 , 00000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ , Errors&Omissions Liab D 038244422 12/31/2018 12/31/2019 Retention:$500,000 Limit: 10M DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners are included as Additional Insureds with respect to General Liability and Automobile Liability on a primary and non-contributory basis when required by written contract or agreement.Cyber coverage is included in Errors&Omission Coverage. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Collier County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E. AUTHORIZED REPRESENTATIVE Naples FL 34112 91('''''' I vli.;'i. L. ©1988-2015 ACORD CORPORATION. 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