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#19-7648 (Comensure, LLC) FIXED FEE PROFESSIONAL SERVICE AGREEMENT 19-7648 for Internal Control Software THIS AGREEMENT, made and entered into on this day oftepbeL, 20 20 ,by and between Comensure LLC f/k/a Ignite Software Holdings, LLC , authorized to do business in the State of Florida, whose business address is 515 Post Oak Blvd, Ste. 910, Houston, TX 77027 ,(the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1 . The Agreement shall be for a three (3 ) year period, commencing ■ upon the date of Board approval; or I on ,and terminating on three (3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ■ Purchase Order Notice to Proeee4 I I k-Qrter. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of I■I Request for Proposal (RFP) Bid (ITB) Other ( } # 19-7648 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. ■ The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.3) CM) 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): ■ Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. I , s and cquipi ReR4 methodolo le irately estimate the size of the project, or when it is expected that the pr-ajeet of hours worked and billing rate by position (and not company (or subcontractor) reimbursable documentation for the project. nt Pri • The Co„nty agrees �o pay a firm dotal fixed price (incl I I �-►�+�Ea. .. �,,,,,wsive of all ee , or service delivered (i.c. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). Page 2 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.3) CAS) 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 44 Travel-and•-Re+ bur-sable-Exp lau sable shall be reimbursed as per Section 112.061 Fla. Stats. Mileage $0.44.5 per mile Breakfast $ 9 Lunch $4-1.00 Dinner $49.00 A+rfafe Rental car et-OF standard size vehicles Lodging Actual cost of }edging at single -h-a-eap-e€-no-r-nef-e than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of cith limousine Reimbursable items other than travel expenses shah be limited to the following: telephone long distance charges, fax charges, photocopying charges and p ed-a+l receipts. Contractor shall be responsible for all other costs and expenses 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531 C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Comensure LLC f/k/a Ignite Software Holdings, LL Address: 515 Post Oak Blvd, Suite 910 Houston, TX 77027 Authorized Agent: Attention Name & Title: Jessica Getz Page 3 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.3) Telephone: (713) 589-5050 E-Mail(s): Jgetz(a�comensure.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Sean Callahan, Executive Director Division Name: Corporate Business Operations Address: 3339 E. Tamiami Trail Naples, FL 34112 Administrative Agent/PM: Larry Tracz, Manager Telephone: (239) 252-8374 E-Mail(s): Larry.Tracz(c�colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of Page 4 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.3) (t, , such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11 . NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. ■ Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $ 2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. 87 ility Coverage shall have minimum limits of cics and E C. ■ Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $ 500,000 for each accident. D. n Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $ 1,000,000 each claim and aggregate. E. • Cyber Liability: Coverage shall have minimum limits of $ 1,000,000 per occurrence. Page 5 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.3) CM) F. ■ Technology Errors and Omissions: Coverage shall have minimum limits of $ 1,000,000 per occurrence. G Wa e-r eee w e e i- I meted—States--Longshoreman's and-Rafbe be maintained where applicable to the completion of the work $ per Vie-(Jones Act-}-Gevcrage shall have minimum limits of (-et-h i have minimum limits of$ per occurrence. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any Page 6 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.3) S other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Corporate Business Operations 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), • Exhibit A Scope of Services, Exhibit B Fee Schedule, Uf RFP/ Othcr _( ) #19-7648 including Exhibits, Attachments and Addenda/Addendum, ❑ subsequent quotes, and IN Other Exhibit/Attachment: Comensure Master Subscription & Service Level Agree. 17. APPLICABILITY. Sections corresponding to any checked box ( MI will expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: Page 7 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.3) submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 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 those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(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) 252-8999 Email: PublicRecordRequestcolliercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1 . Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 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 Page 8 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.3) cAo public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21 . OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 23. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 24. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 25. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 26. l4E—Y— -S-QNNEL. The Contractor's persona e ia+zed-#or this project shall be knowledgeQble in their areas of cxpertisc. The County reserves Page 9 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.3) eel peten4perseRs will be utilizedhcc of the-Agfeement,-T-lie ssi e the ser-viFees-ewe d shall be available for an amen t--e -fite ge-44ey Personnel unless the following conditions arc met: (1) Proposed replacements have e or better qualifications and/or experience. (2) that the County crcially reasonable efforts to notify Collier County within seven (7) days of t e ■I AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 27. IUI ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. eeedenee-evcr the terms of all other Contract Documents, except the terms of any Supplemental terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved-by ill Contractor at County's discretion. 28. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 29. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Page 10 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.3) Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. (Intentionally left blank-signature page to follow) Page 11 of 15 Fixed Price Professional Service Agreement#2017-OOl (Ver.3) co' IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal Kin el,.Clerk'gf Courts & Comptrolier.,... ' Af,f_X%___,41.6,1..4-- .- k -41' .. 4‘ Al- ' Simp-'i By: Burt L. Saunders , Chairman Dated: $I► �a-eO..:,, . I , OD SSE, ) ---- Contractor's Witnesses: Comensure LLC Contractor Contractor's First Witness i 12 rar,8 CC c-1 r,c- r.:L. TType/print signature and title, TTypelpnnt witness name i Co rector's Second Wi iess a ih bectniD r a TType/print witness name pprove s to m nd Legality: oun Attorney de --- .4L Print Name Page 12 of I5 J Fixed Price Professional Service Agreement 2017-001(Ver3) t Exhibit A Scope of Services n following this page (containing 3 page/s) this exhibit is not applicable • Page 13 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.3) CAO RFP# 19-7648"Internal Control Software" EXHIBIT A SCOPE OF SERVICES The term"Contractor"and "Vendor" shall be used interchangeably throughout this Agreement. I. Scope The intent of this award is for a software solution to assist with the building and maintaining of an internal controls framework which will be a continuous monitoring tool to assist the County in managing its internal control risks based on the Committee of Sponsoring Organizations (COSO) Integrated Internal Control Framework/GAO Green Book for an estimated user license base of approximately five hundred(500). The Contractor shall provide the following: • Provides for an integrated internal control structure; • Provides for anti-fraud framework; • Maps internal control points to attributes, principles and components; • Real time dashboard reporting; • Develops, manages and reports internal control activities; and • All data included within the system belongs to Collier County BCC, is confidential and can't be used outside Collier County. II. System Configuration • Secure cloud-based solution to host Collier County data • Scalable and customizable to fit the needs of the Agency • User friendly application that is intuitive and fast to run • Customizable workflows to manage the COSO implementation and certification of the various divisions within the Agency • Automatic mapping of internal control tasks (activities) to the components, principles, and attributes based on the Standards for Internal Control in the Federal Government"GAO Green Book" • Customizable automated frequency calendar to test the controls which is integrated into the software • An integrated anti-fraud framework to include fraud risk assessment • User account management, access rights, and customizable role assignments • All software changes must be tested in the vendor's Test environment prior to release to Collier County. No testing by vendor of any functionality in the Collier County Production environment o Once new software changes have been tested thoroughly by the vendor, then the Collier County Production site and the Collier County Test site are updated with the new changes(new release) o Vendor to provide Collier County with detailed release notes outlining the new software changes prior to updating Collier County Production and Test sites III. System Functionality The Contractor will provide a user friendly "cloud based" software solution that: • Integrates and manages COSO/GAO internal control framework • Scalable and customizable for agency wide application • Real time scalable dashboards to monitor the health of the Internal Control System for all users in the system based on their role o Late and overdue tasks o Number of days to certify the control o Best practices o Upcoming tasks to certify controls o Reporting and status of deficiencies/findings associated with a control o Reporting and status of open process improvements associated with a control o Ease of use calendar to visually display upcoming work(tasks)for each user Page 1 of 3 Exhibit A-Scope of Services o All graphs and charts to display at a user level, and to roll up to a division/department level based on assigned user roles in the system • Maps internal controls from the COSO Point of Focus and GAO Attribute level to the component level • Provides various levels of security authorizations and permission levels: super user, administrator, regular user, as well as role-based authorization to create, read, update, and delete functionality • Allows users to input remediation plans and record deficiencies associated with control certification testing based on the COSO Integrated Framework and tracks the closure of such plans o Name of Control and Control ID o List of impacted components o List of impacted principles o Owner of deficiency o Description o Remediation plan o Outlook date for resolution • Provides for unique transaction numbering • Allows for system users to display and edit internal control purpose, review instructions, policies, etc. • Customizes schedule of internal control review frequencies • Facilitates internal control review certification though a customizable electronic workflow with various approval levels • Provides functionality that allows additions, storing of documents or notes, and archive internal control comments and documents for each internal control review on a centralized web-based database • Tracks capabilities such as deficiency mitigation, control update implementation, best practices, etc. • Generates automated email reminders for deadlines, new assignments, etc. • Provides for customizable and scalable reporting at the agency, division or department level, and allows data to be "pushed" and be "pulled"to other County applications (import and export functionality)to include fields to quickly identify best practice controls • Provides for user friendly screens, reports and integration tools IV. System Performance • Fast real time performance for users to access the system at any point in time • Online and available 24/7 at any time • Instantaneous system response when using the application.No delay when opening any screens or dialogues • All operations in the systems performed in less than< 1 sec V. Reporting Capabilities • Real time scalable dashboards to monitor the health of the Internal Control System for all users in the system based on their role o Late and overdue tasks o #of days to complete a control task o Best practices o Upcoming tasks to certify controls o List of open deficiencies/findings associated with a control o List of process improvements associated with a control o Ease of use calendar to visually display upcoming work(tasks) for each user o All graphs and charts to display at a user level, and to roll up to a division / department/ and County level based on assigned user roles in the system • Ability to extract all data elements associated with a control certification into an excel(.csv) file format o Control name and Control ID o Control Objective o Testing instruction o User name assigned to perform the task o Date and time of when the task was completed at each stage of the certification workflow o Name of Division and Department o List of deficiencies o Best practices Page 2 of 3 Exhibit A-Scope of Services o Fraud controls o Process and subprocess o List of process improvements o List of mapped COSO Integrated Framework components, principles and attributes o etc. • Ability to create customizable reports using Power-BI by extracting all data elements within the different tables in the system • Ability to provide an interface to Power-BI for real time customizable dashboard reporting capabilities • Ability to view and pull a report that shows the history of the complete list of certifications testing of the controls within a division, as well as all planned upcoming future control certifications VI. Backup and Archive • Full system backup of all Collier County data is performed on a daily basis • Incremental system backup is performed periodically throughout the business day without impacting the performance of the system VII. Level of Service • All critical issues that impact user access to the system will be resolved within less than<2 hours • All major issues that hinders and limits users access of performing certain operations such as running a report, or uploading and saving a document, etc. to be resolved within less than<5 business days • All minor issues that do not limit user access or use of the system will be resolved within less than < 10 business days of raising the issue to the vendor • Vendor to incur penalty of payments for provided services if above level of service is not adhered to —to be determined during the negotiation process. VIII. Audit Trail Capability • System to provide audit trail capability of all changes made, comments, and uploads performed during a control certification • Vendor to provide a complete audit report to the Agency on a quarterly basis that outlines all changes made within the period IX. System Integration The Contractor will be expected to: • Review the current data and work completed by the Agency and integrate that information into the new software(data migration) • Provide the installation, integration,testing and configuration of the new software application • Upload and configure all the division controls into the new software. This is currently at thirty-one (31) divisions and one thousand two hundred and eighty-two (1,282) controls already integrated into the current system that will need to be migrated • Configure user access and accounts for all current users of the existing system estimated at approximately 400 users • Develop and configure the various COSO certification workflows for the different divisions • Provide professional and technical support and user training • Provide Collier County with a real time Test environment that is a duplicate of and matches the Production environment on an on-going basis to enable Collier County to perform any special tests as needed • Ensure that Collier County Test site is continuously updated with the same software release as the Collier County Production site • Provide customer service and support for implementation of the new software by assisting with set-up, training and on-going support • Provide a back-up, storage and retrieval system in the event of an emergency • Provide Collier County with its data at the end of the contract and assist Collier County in a cooperative manner moving the data and history should the County change contractors • All Collier County specific data is strictly confidential and cannot be used for any purpose other than designated by the County. Page 3 of 3 Exhibit A-Scope of Services Exhibit B Fee Schedule following this page (pages 1 through 1 ) Page 14 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.3) RFP# 19-7648 "Internal Control Software" EXHIBIT B FEE SCHEDULE License Fee Structure Annual Fee for #of Users Price Item Summary Users Per User Standard Pricing $112,500 500 $225 Client Relationship Discount $(22,500) 500 $(45) Total Annual Licensing Fee $90,000* 500 $180 *Annual Licensing Fee of$90,000 for 500 users is firm for the duration of the agreement(including any renewals and extensions) price per user$180 annually. Page 1 of 1 Exhibit B-Fee Schedule Other Exhibit/Attachment Description: Comensure LLC Master Subscription & Service Level Agreement '■ following this page (pages 1 through 12 ) this exhibit is not applicable Page 15 of 15 Fixed Price Professional Service Agreement#2017-001 (Ver.3) Comensure Master Subscription Agreement Definitions "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with you during the Term of this Agreement, for as long as such relationship remains in effect. "Agreement" means these terms and conditions, any Service Order Forms signed by the parties and materials incorporated by reference herein. "Comensure" means Comensure Software Holdings, LLC, a Texas corporation, having its principal place of business at 515 Post Oak Blvd., Suite 910, Houston, TX 77027. "Comensure Technology" means all Comensure proprietary patent-pending technology (including software, hardware, products, processes,algorithms, user interfaces, know-how,techniques,designs and other tangible or intangible technical material or information) which Comensure makes available to you in providing the Hosted Service. "Confidential Information" means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by,other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or(ii) the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation: (A) nonpublic information relating to a party's technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (B) third-party information that Company is obligated to keep confidential; (C) the material terms and conditions of this Agreement; and (D) any nonpublic information relating to any activities conducted hereunder. Notwithstanding the foregoing, the term "Confidential Information" does not include any information that is either: (i) readily discernible from publicly available products or literature; (ii) approved for disclosure by prior written permission of an executive officer of the disclosing party; or (iii) subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat, and the Florida Sunshine Law, Chapter 286 Fla. Stat. "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Hosted Service. "Customer Data" means any data, information or material provided or submitted by you to the Hosted Service. "Documentation" means the standard user instruction materials describing the use and operation of the Hosted Service. "Hosted Service" means Comensure's Governance, Risk and Compliance platform and related services that Comensure provides to Customers and is designated on one or more Service Order Forms to be provided to Customer by Comensure. "Initial Term" means the initial period during which you are obligated to pay for the Hosted Service as set out in the Service Order Form and during which a specified number of Users are licensed to use the Hosted Service pursuant to the Service Order Form. Initial Term and Renewal Term (as defined herein) may collectively be referred to as the "Term." "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights, derivatives thereof and all renewals thereto as well as other forms of protection of a similar nature anywhere in the world. "License Administrator(s)" means those User(s) you designate who are authorized to purchase licenses comensure Solicitation 19-7648 CAS, by executing Service Order Form and to create User accounts and otherwise administer your use of the Hosted Service. "Service Order Form" means a document signed by authorized representatives of both parties and itemizing number of User licenses and other services purchased by Customer thereunder. "User(s)" means your employees, representatives, consultants, contractors or agents authorized to use the Hosted Service and have been supplied user identifications and passwords by you (or by Comensure at your request). "You", "Your" or"Customer" means the company entering into this Agreement with Comensure. 1. License Grant & Restrictions. During the Term of the Agreement, Comensure shall provide to Customer the hosting, management, and operation of the Hosted Services for remote electronic access and use by Customer and its Users for Customer's internal and external business purposes. Comensure hereby grants Customer a non-exclusive, non-transferable,worldwide right to access and use the Hosted Service, solely for Customer's own internal business purposes, subject to the terms of this Agreement. All rights not expressly granted to Customer are reserved by Comensure or its licensors. Customer, under this license and grant, agrees to and is subject to the following restrictions: (i) Customer will not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Hosted Service; (ii) Customer will not modify or make derivative works based upon the Hosted Service; or (iii) Customer will not reverse engineer or access the Hosted Service in order to: (a) build a competitive product or service; (b) build a product using similar ideas, features,functions or graphics of the Hosted Service; or (c) copy any ideas,features, functions or graphics of the Hosted Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users replacing former Users who no longer use the Hosted Service. Customer will not: (i) send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material to the Hosted Service; (ii) send or store material containing viruses, worms, Trojan horses or other harmful computer code,files,scripts, agents or programs to or from the Hosted Service; (iii) interfere with or disrupt the integrity or performance of the Hosted Service or the data contained in it; comensure Solicitation 19-7648 cM (iv) attempt to gain unauthorized access to the Hosted Service or its systems or networks; or (v) use the Hosted Service in violation of applicable law. The Hosted Service and Documentation are the property, confidential information and trade secrets of Comensure and may not be used or disclosed except as provided herein. Customer Affiliates may use the Hosted Service to the same extent Customer may use the Hosted Service, and may access the same without additional charge to Customer(subject to the limitations set forth in this Agreement); provided however,that Customer will be responsible for the compliance of all such Affiliates with the terms and conditions of this Agreement,as if such Affiliates were parties hereto.All rights granted to an Affiliate hereunder will automatically cease upon that Affiliate ceasing to be Customer's Affiliate. The restrictive terms of this Section 1 shall survive termination of the Agreement regardless of cause. 2. Customer's and Comensure's Responsibilities; Confidential Information Customer will abide by all applicable laws, treaties and regulations in connection with Customer's use of the Hosted Service. Customer is solely responsible for maintaining the security of all user names and passwords granted to it or its Users,for the security of its information systems used to access the Hosted Service. If any of Customer's License Administrator's cease to be employed or engaged by Customer, Customer shall immediately notify Comensure. Comensure has the right at any time to terminate access to any user if Comensure reasonably believe that such termination is necessary to preserve the security, integrity, or accessibility of the Hosted Service or Comensure's or its licensor's network. Customer agrees not impersonate another user of the Hosted Service or provide false information to gain access to or use the Hosted Service. Customer agrees to: Confidential Information: Use of Confidential Information. Each party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this Agreement, and it shall not disclose the Confidential Information to any other persons without the disclosing party's express written authorization. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Record Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 289, Fla. Stat. Required Disclosures. A receiving party may disclose Confidential Information of the disclosing party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving party (i) gives the disclosing party reasonable written notice to allow it to seek a protective order or other appropriate remedy (except to the extent compliance with the foregoing would cause the receiving party to violate a court order or other legal requirement), (ii) discloses only such information as is required by the governmental entity or otherwise required by law, and (iii) and uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed. Return of Information. If a disclosing party so requests at any time, the receiving party shall return promptly all copies, extracts, or other reproductions in whole or in part of the Confidential comensure Solicitation 19-7648 Information in its possession. Survival. The parties hereto covenant and agree that this Section 2 will survive the expiration, termination, or cancellation of this Agreement for a period of 3 years, except for Confidential Information constituting a trade secret, with respect to which this Section will survive the expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret. 3. Account Information, Data and Privacy Comensure does not own any Customer Data. Customer Data is Customer's proprietary and confidential information and will not be accessed, used or disclosed by Comensure except for the limited purpose of supporting Customer's use of the Hosted Service. Customer, not Comensure, has sole responsibility for the entry, deletion, correction, accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use the Customer Data. Comensure will not be responsible for any destruction, damage, loss or failure to store any Customer Data beyond its reasonable control or resulting from any failure in data transmission or operation of the Hosted Service by Customer. If this Agreement is terminated, Comensure will make available to Customer access to Customer's Data via current export functionality for thirty (30) days post termination if Customer so request in writing at the time of termination. Customer agrees and acknowledge Comensure has no right or obligation to retain Customer Data more than thirty (30) days after termination or expiration and will destroy Customer Data in its possession or control thirty(30) days after termination or expiration of this Agreement. 4. Intellectual Property Ownership Comensure alone(and its licensors,where applicable)own all right,title and interest, including all related Intellectual Property Rights, in and to the Comensure Technology, Content and the Hosted Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Hosted Service.This Agreement is not a sale and does not convey any rights of ownership in the Hosted Service, the Comensure Technology, Content or Comensure's Intellectual Property Rights. The Comensure name and logo, and the product names associated with the Hosted Service are trademarks of Comensure,and no right or license is granted to use them. 5. Privacy Comensure's privacy policy is available at www.comensure.com. Comensure may modify this policy in its reasonable discretion from time to time with notice to you.As the Hosted Service is an online application, Comensure may occasionally need to notify all Users of important announcements regarding the operation of the Hosted Service. Customer agrees that Comensure may include statements, and may use the other party's name and logos, in its website, commercial advertisements and promotional materials for the sole purpose of indicating that Customer utilizes the Hosted Service. 6. Charges and Payment of Fees Customer will pay all fees and charges associated with the Hosted Service in accordance with the terms contained in each Service Order Form.Customer is responsible for paying for all User licenses specified in a Service Order Form, whether or not such User licenses are actively used. However, Customer may " comensure Solicitation 19-7648 reassign a non-active license to another User without an additional fee. Customer's designated License Administrator may add Additional User Licenses for new Users (that do not replace a non-active license) ("Additional User License") by entering into a Service Order Form. Additional User Licenses will be subject to the following: (i)Additional User Licenses will be effective for the remainder of the then current Term; (ii) Fees and charges for Additional User Licenses,as well as the payment terms,will be designated on the Service Order Form All pricing terms and other proprietary information related to Comensure's finances and operations are confidential and Customer agrees not to disclose any pricing and terms or other proprietary information to any third party. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Record Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 289, Fla. Stat Comensure's fees are exclusive of all taxes, levies, or duties, and Customer will either pay directly or reimburse Comensure for all such taxes, levies or duties, excluding taxes based on Comensure's net income, or gross receipts, or for any franchise or excise taxes owed by Comensure. Customer 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. Customer agrees to provide Comensure with complete and accurate billing and contact information.This information includes Customer's legal company name, street address, e-mail, and name and telephone number of an authorized billing contact and License Administrator(s). Customer agrees to notify Comensure regarding any necessary updates of this information within thirty (30) days of any change to it.All charges will be billed in U.S. dollars unless otherwise specified in writing by the parties. If Customer believe Customer's bill is incorrect, Customer must contact Comensure in writing within sixty (60) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. Billing shall be in accordance with Chapter 218, Fla. Stats, otherwise known as the Local Government Prompt Payment Act. 7. Data Storage Comensure allows for 10 GB disk storage space per user account. If Customer requires additional storage space above 10 GB,a Service Order Form can be presented for the applicable amount of additional storage the Customer requires. 8. Term The term of this Agreement commences on the Effective Date and will continue for an initial term as specified in Agreement# 19-7648. As a normal course of business, Customer and Comensure will agree on renewal terms before current term expires through executing a renewal Service Order Form. 9. Non-Payment and Suspension Payment of fees under Agreement #19-7648 are due in accordance with the payment terms in the associated Service Order Form(s), related Comensure invoice(s) and Chapter 218, Fla. Stats. Comensure will give Customer notice of any delinquent payment. Delinquent invoices are subject to interest of 1% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus expenses of collection. In addition to its other rights, Comensure reserves the right to suspend or terminate this Agreement and Customer's access to the Hosted Service if any undisputed payment is not �...comensure Solicitation 19-7648 cA° received by Comensure as required by Chapter 218, Fla. Stat., after notice to Customer of such non- payment. If Customer or Comensure initiates termination of this Agreement, Customer will be obligated to pay balances due on Customer's account computed in accordance with the Charges and Payment of Fees section above. Comensure reserves the right to impose a reconnection fee reflecting its costs, not to exceed $5,000, if Customer's access to the Hosted Service is suspended for nonpayment and Customer thereafter request access to the Hosted Service. 10. Termination for Cause Any breach of Customer's payment obligations or unauthorized use of the Hosted Service will be deemed a material breach of this Agreement. Comensure, in its sole discretion, may terminate this Agreement, Customer's account, or Customer's use of the Hosted Service if Customer commits a material breach of this Agreement or otherwise fail to comply with this Agreement, and such breach has not been cured within thirty(30) days (or fifteen (15) days where the breach relates to Comensure's Intellectual Property Rights) after notice to Customer of such breach. If a material breach of this Agreement by Comensure remains uncured thirty(30)days after notice thereof by you, Customer will have the right to terminate the Agreement by notice thereof to Comensure and will receive a pro-rata refund for payment previously received by Comensure corresponding to any period after the effective date of such termination. 11. Representations & Warranties Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Comensure represents and warrants that (a) it will provide the Hosted Service in a manner consistent with the Support Services Policy and the Service Level Agreement (see www.comensure.com/tos) and other terms of this Agreement; (b)the Hosted Service will perform substantially in accordance with the Documentation under normal use and circumstances and reproducible material failure of the Software to function in accordance with its Documentation ("Error"); (c) it will use leading commercial encryption technology designed to encrypt Customer Data transmitted through the Hosted Service; and (d) it will operate in conformance with its operating, security and privacy policies, and will act promptly to address any nonconformance therewith identified by Comensure or any other party. Comensure reserves the right to change hosting providers in its discretion, provided that any successor hosting provider conforms to Comensure's facility, security and audit requirements. Comensure also reserves the right to amend or modify in the future the Support Services Policy or Service Level Agreement with advance notice to Customer. Customer represents and warrants that Customer has not falsely identified Customer's self or provided any false information to gain access to the Hosted Service and that Customer's billing information is correct. 13. Indemnification comensure Solicitation 19-7648 ci'o Customer will indemnify, defend and hold Comensure, its licensors and each such party's parents, subsidiaries,affiliates,officers,directors,employees, attorneys and agents harmless from and against any and all claims,costs, damages, losses, liabilities and expenses (including attorneys'fees and costs) arising out of or in connection with: (i) a claim by a third party alleging that use of the Customer Data infringes the Intellectual Property Rights of a third party; (ii) a claim,which if true,would constitute a violation by Customer of Customer's representations and warranties; or (iii) a claim arising from the breach by Customer or Customer's Users of this Agreement, provided in any such case that Comensure (a) promptly gives Customer written notice of the claim; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless Customer unconditionally release Comensure of all liability and such settlement does not affect Comensure's business); and (c) provides to Customer all available information and assistance. Customers foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in Florida Statutes §768.28, nor shall the same be construed to constitute agreement to indemnify Comensure for Comensures negligent acts or omissions. Comensure will indemnify, defend and hold Customer and Customer's parents, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim by a third party alleging that the Hosted Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a third-party claim, which if true, would constitute a violation by Comensure of its representations or warranties; or (iii) a third-party claim arising from breach of this Agreement by Comensure; provided that Customer (a) promptly give written notice of the claim to Comensure; (b) give Comensure sole control of the defense and settlement of the claim (provided that Comensure may not settle or defend any claim unless it unconditionally releases Customer of all liability to any third party); and (c) provide Comensure all available information and assistance. Comensure will have no indemnification obligation, and Customer will indemnify Comensure pursuant to this Agreement, for claims arising from any infringement arising from the use of the Hosted Service in combination with technology or process(s) not provided by Comensure where such claim or infringement would not have occurred in the absence of such combination. 14. Disclaimer EXCEPT AS EXPLICITLY PROVIDED HEREIN, COMENSURE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT(A)THE USE OF THE HOSTED SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE HOSTED SERVICE WILL MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS,OR(C)THE HOSTED SERVICE comensure Solicitation 19-7648 OR THE SERVER(S) THAT MAKE THE HOSTED SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 15. Internet Delays USE OF THE HOSTED SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET WHICH ARE BEYOND COMENSURE'S CONTROL. COMENSURE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS OUTSIDE OF COMENSURE'S FIREWALL. 16. Limitation of Liability EXCEPT FOR CLAIMS ARISING UNDER A PARTY'S OBLIGATION OF CONFIDENTIALITY OR INDEMNIFICATION, NEITHER PARTY'S AGGREGATE LIABILITY WILL EXCEED THE AMOUNT DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, AND NEITHER PARTY NOR THEIR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING FROM CUSTOMER'S USE OF THE HOSTED SERVICE, INCLUDING BUT NOT LIMITED TO THE INABILITY TO USE THE HOSTED SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE SOUGHT HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 17. Choice of Law, Local Laws and Export Controls This Agreement will be governed by Florida law and controlling United States federal law,without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Hosted Service will be subject to the exclusive jurisdiction of the state and federal courts located in Collier County, Florida. The Hosted Service may be subject to export laws and regulations of the U.S. and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer will not permit Users to access or use the Hosted Service in a U.S.-embargoed country or in violation of any U.S. export law or regulation. Customer represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any Comensure employees or agents in connection with this Agreement. Comensure makes no representation that the Hosted Service is appropriate or available for use in other locations. Notwithstanding the foregoing, Comensure warrants that the use of the Hosted Service does not require that Customer or Comensure export any software or technology to remote User locations. All encryption technologies used to protect communication by remote Users is provided within the PC's operating system infrastructure, including the browser. Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. 18. Notice Comensure may give notice regarding operational aspects of the Hosted Service by means of a general notice on the Hosted Service, electronic mail to Customer's e-mail address on record with Comensure, or comensure Solicitation 19-7648 both.Any other notice by one party to the other hereunder will be by written communication sent by first class mail or reputable overnight delivery service and such notice will be deemed to have been given upon receipt(if sent by overnight delivery service),five (5) business days after mailing(if sent by first class mail) or 12 hours after sending (if sent by e-mail). Notice to Comensure will be addressed to: Comensure, 515 Post Oak Blvd, Suite 910, Houston, TX 77027, attention: CEO. Notice to Customer will be addressed to Customer's address on record in Comensure's account information. 19. Assignment; Change in Control This Agreement may not be assigned by either party without the prior written consent of the other party, which will not be unreasonably withheld, but may be assigned without the other party's consent to (i) a parent or subsidiary; (ii) an acquirer of assets or equity or (iii) a successor by merger. Any purported assignment in violation of this section will be void.Any actual or proposed change in control of Customer that results or would result in a direct competitor of Comensure directly or indirectly owning or controlling 50%or more of Customer will entitle Comensure to terminate this Agreement for cause immediately upon written notice. 20. General Force Majeure. "Force Majeure Event" means any act or event that (a) prevents a party (the "Nonperforming Party")from performing its obligations or satisfying a condition to the other party's (the "Performing Party")obligations under this Agreement, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. "Force Majeure Event" does not include economic hardship, changes in market conditions, and insufficiency of funds. If a Force Majeure Event occurs, the Nonperforming Party is excused from the performance thereby prevented and from satisfying any conditions precedent to the other party's performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Nonperforming Party is able to resume its performance or satisfy the conditions precedent to the other party's obligations,the Nonperforming Party shall immediately resume performance under this Agreement. The relief offered by this paragraph is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event. No text or information set forth on any purchase order, preprinted form or document (other than an executed Service Order Form, if applicable)will add to or vary the terms and conditions of this Agreement. If any provision of these terms and conditions is held by a court of competent jurisdiction to be invalid or unenforceable,then such provision(s)will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and Comensure as a result of this Agreement.The failure of Comensure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Comensure in writing. This Agreement comprises the entire agreement between Customer and Comensure and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. The following sections will survive the termination or expiration of the Agreement: 4, 6, 13—16 and 20. Limitation of Remedies. Correction of Errors as defined in the Support Services Policy and the service level credits as set forth in the Service Level Agreement are Customer's sole remedies for any Errors in the Hosted Software or any comensure Solicitation 19-7648 failure by Comensure or its Licensors to meet the Uptime commitment set forth herein. Comensure terms of Service Support Services Policy Comensure provides application support 24 hours a day, seven days a week via help desk tickets and on- line training for its customers. Support cases are opened using Comensure's on-line support portal,which is actively monitored by qualified Comensure support personnel. Additional information exchange related to an open support case may be conducted via email,telephone, and web meeting communication, as appropriate to the case. Customer shall provide such access, information, and support as Comensure may reasonably require in the process of resolving any Error. Support Procedures: All support requests are categorized in accordance with the definitions set forth below. Comensure is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support were created in whole or in part by: (i) the acts, omissions, negligence or willful misconduct of Customer, including any unauthorized modifications of the Hosted Service or its operating environment; (ii)any failure or defect of Customer's or a third party's equipment,software,facilities,third party applications, or internet connectivity (or other causes outside of Comensure's firewall, but not excluding failures or defects of Comensure's connectivity or hosting vendors); (iii) Customer's use of the Hosted Service other than in accordance with the Documentation; or (iv) a Force Majeure Event. Any support requests not categorized as set forth below will be addressed in the ordinary course of business by Comensure, and any applicable modifications or corrections of the Service will be delivered in the next release of the Service subsequent to implementation of the correction(s). Support Definitions: Priority 1: • Definition: Production environment for the Service is unavailable, resulting in full disruption of use of the Service, or critical functionalities in the Service are unavailable or not working • Initial response to Customer: within sixty (60) minutes • Comensure Response: Comensure will provide immediate and continuing efforts to correct the problem. • Case update target: every eight (8) hours from time of submission Priority 2: • Definition: Specific non-critical function(s)of the Service are impeded due to failure of portions(s) of the Service • Initial response by Comensure: within four(4) hours • Comensure Response: Comensure shall use its best efforts to provide a temporary fix or workaround for the problem within five(5)calendar days after Comensure's receipt of Customer's µ comensure Solicitation 19-7648 CAO support request. • Case update target: within twenty-four (24) hours after Comensure's receipt of Customer's support request Priority 3: • Definition: Specific function(s) of the Service are not performing in accordance with Documentation, but the usability of the Service is not significantly impacted • Initial response by Comensure: within eight (8) hours • Comensure Response: Resolution within a time frame five (5) business days after Comensure's receipt of Customer's support request. • Case update target: mutually agreed upon timeframe Support Case Escalation: All support cases with a Priority Level of 1 or 2 will be escalated if a solution or plan of resolution cannot be achieved within the times described above: Priority 1 Problem Escalation. Hours 0 to 4: Comensure's technical support, production management and engineering personnel are notified and actively working the event. Hour 5: Comensure's Director(s) of IS are notified and involved in the problem resolution. Hour 8: Comensure's executive management team, including the CEO, is notified and involved in the problem resolution. Priority 2 Problem Escalation. Comensure will work to resolve the problem and will attempt to provide a solution within five (5) calendar days after problem identification. If problem identification has not occurred within the timeline outlined the response expectation table, the problem will be considered Priority 1 and the escalation procedures as outlined in Priority 1 are followed. Service Level Agreement ("SLA") Comensure's Hosted Service will be available 99% of the time, excluding scheduled or emergency maintenance. Hosted Service downtime exists when Customer is unable to transmit and receive data with the Hosted Service, but does not include the effects of any Internet, Customer network or other connectivity issues not within the control of Comensure, and is measured from the time the trouble ticket is opened by the Customer. Upon receiving a report of downtime from the Customer, Comensure may be subject to provide a credit to the Customer based on the terms provided in this SLA. Comensure's Hosted Service will be available 99% of the time ("Uptime") during any calendar month beginning the first full calendar month which the Hosted Services is in use by Customer, calculated on a monthly basis and subject to the exceptions below. The Hosted Service is considered unavailable for any period of time (measured in minutes) ("Downtime") during which the Hosted Service is materially impaired such that Customer or its Users cannot access the Hosted Service on Comensure's or its Licensors servers. Downtime does not include periods of time during which the Hosted Service is unavailable as a result of(a) Scheduled Maintenance, (b) the acts, omissions, negligence or willful misconduct of Customer, (c) any failure or defect of Customer's or a third party's equipment, software,facilities,third party applications, or internet connectivity(or other causes outside of Comensure's firewall), or(d) a Force Majeure Event. " comensure Solicitation 19-7648 CAO "Scheduled Maintenance" means any planned maintenance by Comensure that might cause the Hosted Service to be unavailable to Customer or its Users. Customer Data Management: • Data backups are taken daily. • The restoration of any lost Customer data not caused by the Customer will be Comensure's responsibility. • Comensure may assess Customer fees for restoring any data loss caused by the Customer. m.. Comensure Solicitation 19-7648 AC�® DATE(MM/DD/YYYY) ‘„_--- CERTIFICATE OF LIABILITY INSURANCE I1/11/2020 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 NAME: Sandy Villegas Insurance Solutions of Texas PHONE 281 FAx 281-565-3333 (A/C No,Eat): ( )-565-2222 (A/C,No): 14140 Southwest FreewayAL ADD DRDRESS: service@instx.com Suite 150 INSURER(S)AFFORDING COVERAGE NAIC# Sugarland TX 77478 INSURER A: Federal Insurance Company 20281 INSURED INSURER B: Texas Mutual Insurance Co 524210 Axia Partners LP INSURER C: Comensure LLC formerly known as Ignite Software Holding,LLC INSURER D: 515 Post Oak Blvd,Ste 910 INSURER E: Houston TX 77027 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AUULSUMK POLICY EFT POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 OCCUR UAMAGE I U HEN I EU CLAIMS-MADE /� PREMISES(Ea occurrence) $ 1,000,000 MED EXP(Any one person) $ 10,000 A 35913942 06/01/2020 06/01/2021 PERSONAL&ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 )C POLICY 1 1 PE9 LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ A -OWNED -SCHEDULED AUTOS ONLY AUTOS (20)7355-67-27 05/01/2020 05/01/2021 BODILY INJURY(Per accident) $ -, HIRED vy NON-OWNED PROPER I DAMAGE $ /4, AUTOS ONLY ". AUTOS ONLY (Per accident) _ $ - K UMBRELLA LIAB x OCCUR EACH OCCURRENCE $ 5,000,000 - A EXCESS LIAB CLAIMS-MADE 7986-97-13 06/01/2020 06/01/2021 AGGREGATE $ 5,000,000 DED RETENTION$ $ WORKERS COMPENSATION , PER OI H- AND EMPLOYERS'LIABILITY Y/N /,. STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 B OFFICER/MEMBER EXCLUDED? N/A 0001265534 02/27/2020 02/27/202I - (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,00000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 Errors&Omissions(including Cyber Aggregate I,000,000 A Liability) 35913942 06/01/2020 06/01/2021 Each CIm 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Contract for#19-7648 Internal Control Software-Collier County Board of County Commissioners,OR,Board of County Commissioners in Collier County, OR Collier County Government,OR Collier County is an additional insured with respect to General Liability on a primary and non-contributory basis if and to the extend required by written contract. 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 Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tanliatni Trail Fast AUTHORIZED REPRESENTATIVE 1 Naples FL 34112 Q/L1 e 4_ ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ACC)RD® DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 11/11/2020 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 CON I A(,I NAME: Sandy Villegas Insurance Solutions of Texas (A( IONNo,Ext): (281)565-2222 (AA/C,No): 281-565-3333 AIL 14140 Southwest FreewayA ADD DREDRE SS: serviceC m instx.co Suite 150 INSURER(S)AFFORDING COVERAGE NAIC# Sugarland TX 77478 INSURERA: Federal Insurance Company 20281 INSURED INSURER B: Texas Mutual Insurance Co 524210 Axia Partners LP INSURER C: Comensure LLC formerly known as Ignite Software Holding,LLC INSURER D: 515 Post Oak Blvd,Ste 910 INSURER E: Houston TX 77027 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AUUL SUBFC POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS x COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 OCCUR UAMAGt 10 KEN ILL] CLAIMS-MADE X PREMISES(Ea occurrence) $ 1,000,000 MED EXP(Any one person) $ 10,000 A 35913942 06/01/2020 06/01/2021 PERSONAL&ADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 x POLICY JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMI I $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ A -OWNED -SCHEDULED AUTOS ONLY AUTOS (20)7355-67-27 05/01/2020 05/01/2021 BODILY INJURY(Per accident) $ HIRED VV NON-OWNED PROPER I Y DAMAGE $ K AUTOS ONLY K AUTOS ONLY (Per accident) $ K UMBRELLA LIAB K OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAR CLAIMS-MADE 7986-97-13 06/01/2020 06/01/2021 AGGREGATE $ 5,000,000 DED RETENTION$ $ WORKERS COMPENSATION yy PER OTH- AND EMPLOYERS'LIABILITY /► STATUTE ER B OFFICER/MEMBER ER ANY E 1,000,000 EXCLUDED? ECUTIVE Y/N N/A 0001265534 02/27/2020 02/27/2021 E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ En-ors&Omissions(including Cyber Aggregate 1,000 000 A Liability) 35913942 06/01/2020 06/01/2021 Each Clm 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Contract for#19-7648 Internal Control Software-Collier County Board of County Commissioners,OR,Board of County Commissioners in Collier County, OR Collier County Government,OR Collier County is an additional insured with respect to General Liability on a primary and non-contributory basis if and to the extend required by written contract. 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 Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples FL 34112 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD