Backup Documents 05/14/2024 Item #16E 2 16E 2
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP RECEIVED
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATUR 'Y 14 2024
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney
Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the Co Wtr
Office no later than Monday preceding the Board meeting. `�rsK-weft gemeflt
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with
the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. Risk Risk Management S 1,I
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2. County Attorney's Office County AttorneyOffice T
"/Z 419-7
4. BCC Office Board of County
Commissioners Cif(I,n /5/
SiIS/L
4. Minutes and Records Clerk of Court's Office zit()
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5. Procurement Services Procurement Services
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event
one of the addressees above may need to contact staff for additional or missing information.
Name of Primary Staff Vanessa Diaz/Procurement Contact Information 239-252-8947
Contact/Department
Agenda Date Item was May 14,2024 Agenda Item Number 16.E.2.
Approved by the BCC
Type of Document Agreement Number of Original 1
Attached Documents Attached
PO number or account N/A Assumption to Catalis Public
number if document is 17-7127 Works & Citizen
to be recorded
Catalis Public Engagement, LLC
Works & Citizen
Engagement, LLC
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature STAMP OK N/A
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be VD
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-throughs and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the VD
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's VD
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney's Office at the time the item is input into SIRE.
Some documents are time-sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on May 14,2024,and all changes made N/A is not
during the meeting have been incorporated in the attached document. The County I an option for
Attorney's Office has reviewed the changes,if applicable. V,� this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for the �,11 an option for
Chairman's signature. this line.
16E 2
MEMORANDUM
Date: May 15, 2024
To: Vanessa Diaz, Operations Support Specialist
Procurement Services
From: Martha Vergara, Sr. Deputy Clerk
Minutes & Records Department
Re: Contract #17-7127 for "Assumption Agreement"
Contractor: Catalis Public Works & Citizen Engagement, LLC
Attached for your records is an original of the referenced document above,
(Item #16E2) adopted by the Board of County Commissioners on Tuesday,
May 14, 2024.
The Board's Minutes & Records Department has kept an original as part of
the Board's Official Records.
If you have any questions, please feel free to contact me at 252-7240.
Thank you.
Attachment
16E 2
ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into on this I L{ tit of
1fl1 . ,2024 by and between Catalis Public Works& Citizen Engagement,LLC
("Catalis"), anti Collier County, a political subdivision of the State of Florida ("County"),
(collectively the "Parties").
WHEREAS, on November 14, 2017 (Agenda Item No. 16.E.1), the County awarded
Agreement No. 17-7127, "3-1-1/Customer Relationship Management (CRM) Initiative," to
QScend Technologies, Inc. ("QScend Technologies"), which is attached hereto as Exhibit "A"
("Agreement"); and
WHEREAS, on December 20, 2022, as part of a corporate reorganization, QScend
Technologies was merged into GovOffice LLC., and contemporaneously therewith GovOffice
LLC amended its legal name to Catalis Public Works & Citizen Engagement, LLC ("Catalis") as
set forth in the Certificate of Amendment and Certificate of Merger, attached hereto as Exhibit
"B;"; and
WHEREAS, Catalis, hereby represents to Collier County that by virtue of the merger it is
the successor in interest in relation to the Agreement; and
WHEREAS, the Parties wish to formalize Catalis's assumption of rights and obligations
under the Agreement effective as of the date first above written.
NOW THEREFORE, IN CONSIDERATION of the mutual promises in this
Assumption Agreement,and for other good and valuable consideration,the receipt and sufficiency
of which is hereby acknowledged by the Parties, it is agreed as follows:
1. Catalis accepts and assumes all rights, duties, benefits, and obligations of QScend
Technologies under the Agreement, including all existing and future obligations to perform under
the Agreements.
2. The Parties hereby reaffirm and ratify each of the terms and conditions in the
Agreement.
3. Catalis will promptly deliver to County evidence of insurance consistent with the
requirement of the Agreement.
5. Further supplements to, or modifications of, the Agreement shall be approved in
writing by both Parties.
6. Notices required under the Agreement to be sent to Catalis shall be directed to:
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Assumption of Agreement No. 17-7127
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Catalis Public Works & Citizen Engagement, LLC
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
Attention: Teresa Yeager, EVP, c/o Contract Administration
Phone: (833) 781-8282
Email: Contracts@catalisgov.com
7. The County hereby consents to Catalis's assumption of the Agreement in order to
continue the services provided under the Agreement. No waivers of performance or extensions of
time to perform are granted or authorized. The County will treat Catalis as it would have QScend
Technologies for all purposes under the Agreement. Except as provided herein, all other terms
and conditions of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Assumption Agreement effective as of the date first above written.
ATTEST:
Crystal K. Kinzel, Clerk& Comptroller BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
f
By:
/41(4
2 QZ , Deputy Clerk Chris Ha , Chairman
Approved as to Form and Legality:
AL, 2,/
Scott R. Teach
Deputy County Attorney
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Company's Witnesses: Catalis Public Works & Citizen
Engagement, LLC
1C.a&,. 6-A -
First Witness By: S gnature
140\LA
T Type/print Witness name T T Type/print name and title '1'
MOO(
Second Witness
T Type/print witness name T
Page 3 of 5
Assumption of Agreement No. 17-7127
CAO
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Exhibit "A"
Agreement No. 17-7127
"3-1-1/Customer Relationship Management(CRM) Initiative"
TO FOLLOW THIS PAGE
Page 4 of 5
Assumption of Agreement No. 17-7127 CAO
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AGREEMENT17-7127
for
3-1-1 /Customer Relationship Management (CRM) Initiative
THIS AGREEMENT, made and entered into on this I 1 141 day of Misierylb4af 2017, by and
between QScend Technologies, Inc., authorized to do business in the State of Florida, whose business
address is 231 Bank Street, Waterbury, Connecticut 06702 (the "Contractor") and Collier County, a
political subdivision of the State of Florida, (the "County"):
WITNESSETH:
1. AGREEMENT TERM. The Agreement shall be for a five (5) year period commencing upon
issuance of a Purchase Order and remain active until all outstanding Purchase Orders 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, with the exception of pricing, contained in this Agreement
for a five (5) year renewal option period. 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 and pricing will be negotiated.
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.
3. STATEMENT OF WORK. The Contractor shall provide the 3-1-1 Services in accordance
with Exhibit A— Services, attached to this Agreement, the terms and conditions of Request for
Proposal (RFP) #17-7127, which include Exhibit A — Scope of Services, Exhibit B, CRM
Desired Capabilities, Exhibit C-Technical Architectural, Compatibility and Supportability,
Addendum 1 and 2, Clarification Memos, and the Contractor's proposal referred to herein
and made an integral part of this Agreement.This Agreement contains the entire understanding
between the parties and any.modifications to this Agreement shall be mutually agreed upon in
writing by the Parties, in compliance with the County's Procurement Ordinance, as amended,
and Procurement Procedures in effect at the time such services are authorized.
4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this
Agreement based on the prices set forth in the Contractor's proposal and Exhibit B-Price
Proposal attached hereto. Payment will be made upon receipt of a proper invoice and upon
approval by the County's Project Manager or designee, and in compliance with Chapter 218, Fla.
Stats., otherwise known as the "Local Government Prompt Payment Act."
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4.1 Any County agency may obtain services under this Agreement, provided sufficient
funds are included in their budget(s). •
4.2 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.
4.3 Travel and Reimbursable Expenses. Travel and Reimbursable Expenses shall not
exceed three thousand dollars($3,000.00) for the first initial year, unless approved in advance in
writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats.
Any trips within Collier and Lee Counties are expressly excluded.
Reimbursements shall be at the following rates:
Mileage $0.445 per mile
Breakfast $6.00
Lunch $11.00
Dinner $19.00
Airfare Actual ticket cost limited to tourist or coach
class fare
Rental car Actual rental cost limited to compact or
standard-size vehicles
Lodging Actual cost of lodging.at single_occupancy
rate with a cap of no more than $150.00 per
night
Parking Actual cost of parking
Taxi or Airport Limousine Actual cost of either taxi or airport
limousine .
Reimbursable items other than travel expenses shall be limited to the following: telephone long-
distance charges, fax charges, photocopying charges and postage. Reimbursable items will be
paid only after Contractor has provided all receipts. Contractor shall be responsible for all other
costs and expenses associated with activities and solicitations undertaken pursuant to this
Agreement.
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# 85-8015966531C-2. .
r,)
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6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed
or faxed to the Contractor at the following Address:
Qscend Technologies,Inc.
Attention: Jessica Chase,Vice President of Sales
231 Bank Street
Waterbury, CT
Telephone: (888) 878-3006
Email: Jessica@gscend.coln
All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to
the County to:
Board of County Commissioners for Collier County, Florida •
Attention: Len Price,Department Head, Administrative Service Department
3299 Tamiami Trail East
Naples,FL 34112
Telephone: (239)252-8450
Email: LenPrice@colliergov.net
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/Subconsultants. 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 such violation, conduct, or
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•
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 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.
B. 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.
C. Technology Errors and Omissions: Coverage shall be maintained by the Contractor to
ensure its legal liability for claims arising out of the performance. of 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 per occurrence and in the
aggregate.
D. Cyber Insurance: Coverage shall be maintained by the Contractor to ensure its legal
liability for claims arising out of the performance of 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.per occurrence and in the aggregate.
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
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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 expitation,
cancellation; non-renewal or material`change in coverage or'liinits 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 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 Administrative Services Department.
15. CONFLICT OF INTEREST. Contractor represents that it presently has na interest and shall
acquire no interest, either direct or indirect, which .would .conflict in any manner with the
performance of services required herunder. 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), RFP #17-7127, which include Exhibit A— Scope
of Services, Exhibit B, CRM Desired Capabilities, Exhibit C-Technical Architectural,
Compatibility and Supportability, Addendum 1 and 2, Clarification Memos; Exhibit A —
Services, Exhibit B - Price Proposal, Exhibit C -Service Level%Support & Upgrade Policies and
Exhibit D- General Software Terms tO Master Agreement#17-712'1.
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17. 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. . : .. - . . •
18. 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-Q.5;•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: submitting
bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual
and/or firm for cause.
19. 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,
Security of Confidential Personal Information §501.171 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) 252-8383
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... . •
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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 arid 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. 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.
20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and conditions of
this solicitation or resultant Agreement to other governmental entities at the discretion of the
successful proposer. .
21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall
remain in effect. .
22. 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. ,
23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this
Agreement to resolve disputes between the parties, the parties shall make a good faith effort.to
resolve any such disputes by negotiation. The negotiation shall be.attended by representatives of
Contractor with full decision-making authority and by County's staff person who would make the
presentation of any settlement reached.during negotiations to County for approval. Failing
resolution, and prior to the commencement of depositions in any litigation between the parties
arising out of this Agreement, the parties 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. Statute. .
24. 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. }{
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25. KEY PERSONNEL/STAFFING, The Contractor's personnel and management to be utilized
for this project shall be knowledgeable in their areas of expertise. The County reserves the right
to perform investigations as may be deemed 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 the services on a timely basis, and each person assigned'shall be available
for an amount of time adequate to meet the required service dates. The Contractor shall not
change Key Personnel unless the following conditions are met: (1) Proposed replacements have
substantially the same or better qualifications and/or experience. (2) that the'County is notified in
writing as far in advance as possible: The Contractor shall make commercially reasonable efforts
to notify Collier County within seven (7) days of the change. The County retains final approval
of proposed replacement personnel.
26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of
the contract Documents, the terms of the RFP, the Contractor's Proposal, and/or the.County's
Board approved Executive Summary; the Contract Documents shall take precedence.
27. 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.
28. 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.
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.
Page8of13
17-7127 3-1-1 Customer Relationship Mgt(CRM)
Qscend Technologies
16E 2
IN WITNESS, WHEREOF, the parties hereto, have each, respectively, by an authorized person or
agent, have executed this Agreement on the date and year first written above.
,;> D BOARD OF COUNTY COMMISSIONERS
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Page 9 of IS
17-7127 3-1-1 Customer Relationship Mgt(CRM)
(1-...70
Qscend Technologies
16E 2
EXHIBIT A—SERVICES
The Contractor will provide the County with a QAlert CRM Citizen Request Management System and
Mobile App, as outlined in the Contractor's Proposal, Request for. Proposal (RFP) #17-7127, which
include Exhibit A — Scope of Services, Exhibit B, CRM Desired Capabilities, Exhibit C-Technical
Architectural, Compatibility and Supportability, Addendum 1 and 2, Clarification Memos.
The QAlert CRM Citizen Request Management System and Mobile App provides the following key
items:
• Unlimited users
• Web intake form
• Knowledgebase
• Internal service request management
• Reporting
• 24/7 support
• Maintenance and upgrades
• API access
• Enterprise Hosting
The Professional Services offered during the Implementation.of QAlert are the following:
• Dedicated Project Manager until launch
• On-site meetings with departments—up to 2
• On-site kick off meeting
• Software installation
• Business intelligence gathering/Configuration of service request types
• Setup routes and escalations for service requests configuration on-board mapping
• Configuration citizen data
• Conference calls
GIS integration
1 (2 hour) Admin. Training
During the kick off meeting a project schedule for the implementation will be created and approved by
both parties. Thereafter, the project implementation schedule may be modified upon approval by the
County Project Manager.
Page 10 of 13
17-7127 3-1-1 Customer Relationship Mgt(CRM)
Qscend Technologies
16E 2
EXHIBIT B—PRICE PROPOSAL
Contractor will provide all the services
outlined in the solicitation, including
exhibits, addenda and clarification Flat Monthly License Fee
memos.
Year 1* $3,912.50
Year 2 $4,162.50
Year 3 $4,162.50
Year 4 $4,083.33
Year 5 $4,083.33
* Year 1 — Travel and reimbursable expenses for the 2017 Implementation Phase shall not to exceed
$3,000.00 and is included in this monthly fee.
Page 11 of 13
17-7127 3-1-1 Customer Relationship Mgt(CRM)
Qscend Technologies
16E 2
EXHIBIT C—QSCEND SERVICE LEVEL/SUPPORT & UPGRADE POLICIES
(following this page)
•
•
Page12of13 \
17-7127 3-1-1 Customer Relationship Mgt(CRM)1
Qscend Technologies<c;
16E 2
��"�
TechnoIo_'es Out EXHIBIT C
Page 1 of 2
QScend Technologies, Inc.
Service Level and Support Policy
General Technical Support, Maintenance and Hosting Terms
Technical Support Services and Application Monitoring is available 24/7. Licensee will designate two named
contacts authorized to contact QScend Technical Support. Contact information is as follows:
Telephone: (888) 878-3006
Fax: (203) 759-0519
Email: supportqscend.com
Normal support hours are 8:30am—6:00pm ET. After Hours Support: Email support(agscend.com
QScend has monitoring, notification tools and procedures in place to monitor the health of our database
and application servers. Any anomalies are immediately addressed 24/7. Licensees are encouraged to
check status.gscend.com for any system problems.
As long as the Licensee is current in the Annual Maintenance Program, QScend Technical Support is included.
Technical Phone Support, allows Licensee to phone or email regarding questions, product functionality, and to
report potential errors in the Licensed Materials. Licensor will provide improvements and Updates to the Licensed
Materials, as Licensor deems is appropriate.
Licensor shall have no obligation to support(a.) altered, damaged or modified Software, or(b.) problems caused
by Licensee's negligence, or use of the Software other than as specified in Licensor's user documentation, or (c.)
Software installed on a system that is not supported by Licensor. Licensor shall have no liability for any changes
required to Licensee's hardware that may be necessary to use the Software due to a workaround or maintenance
release. Licensor reserves the right to modify this policy at its sole discretion.
Call Logging Priority will be agreed to between the Licensee's contact and QScend Technical Support. Each
problem will be assigned a priority in accordance with the following guidelines:
• Priority A—Critical: Product is non-operational resulting in severe business impact. No workaround is
presently available.
• Priority B—Urgent: Significant product functionality affected. Production system impacted.
• Priority C—Important: Minimum product functionality impact to the user. No significant business
impact.
• Priority D—Change Request: Request for new feature and functionality for consideration by
Licensor's Research and Development Team.
Problem Response Time to issues discussed and agreed to between the Licensee's contact and QScend
Technical Support:
• Priority A—Critical: 30 minutes
• Priority B—Urgent: 4 hours
• Priority C—Important: 24 hours
• Priority D—Change Request: 48 hours, email or phone reply.
Maintenance is defined within Licensor's Products and Services Schedule which attaches to the QScend Master
License Agreement. As long as Licensee is in good standing with Licensor's Annual Maintenance Program,
Licensor will provide technical support, product updates and product fixes at Licensor's sole discretion using its
best efforts.
Confidential Document - Ver.#090106-C1 -QScend Technologies,Inc.231 Bank Street,2nd FI,Waterbury,CT 06702 Phone:(203)757-6000 Fax(203) 759-0519 `;
16E 2
Page 2 of 2
Email
• QScend's standard email plan included 1 GB of email storage per email address. Email data is
retained for 60 days.
Hosting
• QScend's standard website, database and log data hosting specifications are as follows:
O 50 GB of data storage
O 50 GB's of monthly data transmission
• Use—QScend Hosting Services may only be used for lawful purposes.
o Transmission, distribution, sale, or storage of any material in violation of any applicable
law, regulation, or these guidelines is prohibited.
o Violation may result in immediate termination or suspension of web hosting services.
o QScend reserves the right to suspend services if it is determined Licensee is engaged in
offensive materials or the transmission, disseminating, sale, storage or hosting material
that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing,
threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or
otherwise objectionable.
• Export Violations- Posting or sending of software or technical information in violation of U.S. export
laws, including, without limitation, the Export Administration Act and the Export Administration
Regulations maintained by the Department of Commerce is prohibited.
• Hacking- Unauthorized access to or use of data, systems, server or networks, including any attempt
to probe, scan or test the vulnerability of a system, server or network or to breach security or
authentication measures without express authorization of the owner of the system, server or network
is prohibited.
Software-as-a-Service
• Data security and Availability -QScend cannot guarantee that Customer Data Customer stores or
transmits through the Service will not be subject to unauthorized access by others or that others will
not gain access to the Service. Customer understands that the protection and the strength of their
passwords is strictly their responsibility.
QScend performs regular system-wide back up procedures for the Service, however Customer
understands that in the event of a Service related data failure QScend will make every effort to
restore that data. In the event that Customer causes data failure QScend professional services to
recover data may apply.
• 99.9% Uptime Guarantee
o QScend endeavors to have our client's SaaS applications available for http access by
99.9% of the time.
o In the event Customer experiences no http availability, QScend will extend the service
agreement for an equal amount of time which was experienced as downtime. In the event
Customer experiences a QScend accountable SaaS Service interruption, customer will
receive a credit during the following billing period equal to the amount of lost service.
o Credits will not be provided in the event of: (a.) scheduled maintenance, or(b.)failure to
remain current in all applicable fees, or(c.) circumstances beyond QScend Technologies
reasonable control, including, without limitation, acts of any governmental body, war,
Confidential Document- Ver.#070110-D1 -QScend Technologies,Inc.231 Bank Street,2nd FI,Waterbury,CT 06702 Phone:(203)757-6000 Fax(203) 759-0519
16E 2
insurrection, sabotage, embargo, fire, flood, labor disturbance, or interruption or delay in
transportation, including DNS propagation.
Page 3 of 3
• Data Retention, Disposition and Ownership
o QScend agrees that at all times Customer is the owner of the data stored in the
customers instance of the SaaS application. Customer at any time can extract and/or
export all data for its sole usage.
o QScend will retain such data 30 days after any termination of Service.
• Coverage—QScend retains the right to add or delete dedicated servers, hardware, bandwidth, power
and security components at any time.
Confidential Document - Ver.#070110-D1 -QScend Technologies,Inc.231 Bank Street,2`d FI,Waterbury,CT 06702 Phone:(203)757-6000 Fax(203) 759-0519
16E 2
E@@LiCq EXHIBIT C - (continuation
` c[Doio[l ° ` (]u
SaaS Release and Upgrade Policy for QScend Technologies
SaaS Release & Upgrade Policy Overview
The purpose of this policy is to describe SaaS release and upgrade cycles, customer notices, and timing, as
well as other pertinent information, such as version requirements, so customers understand and appreciate
the nature and pace of these efforts.
SaaS offerings by QScend Technologies accelerate deployment time, while reducing the ongoing costs of
application and infrastructure management. In addition, new features and functionality are enabled by
updates and upgrades applied by QScend in accordance with this policy, providing customers the maximum
value of the SaaS offering, while minimizing down time.
One impact of new releases and upgrades in SaaS environments is that older versions are not supported
and will no longer be available. To ensure customers obtain the maximum value of the offering, customers
should review information and training materials related to the upgrade.
SaaS Release & Upgrade Policy
Release Types, Cycles and Customer Notification
QScend's approach to release cycles and management for SaaS offerings is designed to provide stability,
quality, and predictability with the flexibility to quickly resolve problems and deliver new features or service
enhancements at the application layer.
SaaS offerings typically follow release cycles for three release types, as listed below:
Release Type Scope _ lrrequency 'Notification Customer Obligations
Major Release New application Typically Typically 1 Review new functionally
functionality. Changes to twice a year month schedule webinar style
architecture training, introduction
Minor Release Operating system, Typically once Typically 1 Review available update
Database upgrades browser a quarter week information
compatibility issues, etc
Hot fixes Modifications needed for As required Typically 72 None
stability and security hours when
possible
231 Bank Street • Waterbury, CT • phone 203.757.6000 • e-mail info@QScend.com • www,QScend.com
16E 2
Release Types Definitions:
• Major Release: Application version upgrades to SaaS offerings. These releases are an integral part
of the QScend offering and provide new functionality often times with major changes to the
application or the architecture.
• Minor Release: Include but are not limited to, minor feature upgrades, bug fixes, security updates,
and installation of application patches. These generally do not involve architectural changes.
• Hot fix: Involves an urgent need to address an issue, such as a security vulnerability,
system/application stability, or other functional issue.
Customer Notification Policies
In the event that any release will materially change either the administrator or user experience, QScend will
use reasonable efforts to provide notification of the new features for all users with our interstitial
notification feature. This will allow users to review new features/enhancements, training materials, and
education opportunities.
The nature of the major and minor releases allows QScend to publish an intended schedule of such
maintenance activities well in advance, including the date and the expected duration of the update. These
schedules can also be found through the interstitial notification feature.
All users will see any upgrade notification at least once. They may also see information on the product login
screens and receive email from QScend staff.
Software Version Requirements
QScend runs all SaaS offerings on the currently generally available version of the underlying QScend
software. Only for self-hosted (application) customers, with a support contract, will versions other than the
most recent be supported.
Deprecated Features
A deprecated feature is a feature that appears in prior or existing versions of the SaaS offering and is not
recommended for continued use, is discontinued, and/or is superseded by an alternative implementation.
2
16E 2
EXHIBIT D—GENERAL SOFTWARE TERMS TO MASTER AGREEMENT #17-7127
(following this page)
Page 13 of 13
17-7127 3-1-1 Customer Relationship Mgt(CRM)
Qscend Technologies
16E 2
EXHBIIT D—GENERAL SOFTWARE TERMS TO MASTER AGREEMENT#17-7127
QSCENI) TERMS OF USE - v120729
QScend Technologies Inc. ("QScend", "we", "us" "our" and terms of similar meaning) provides its
software applications, hosted software and mobile applications and professional services to you subject
to these terms and conditions of use ("Terms").
In these Terms we refer to each of QScend's software applications as the "Software", its hosted software
services (available under the domain and sub domains of qcsend.com or through a Subscriber's web page)
(collectively, the "Site"), its mobile applications as the "Applications" and the web-hosting, installation,
implementation and other professional services as "Professional Services." The Software, the Site, the
Applications and the Professional Services are collectively referred to as the "QScend Services."
In these Terms, our customers are called "Subscribers" and end-users (i.e., Subscriber employees,
contractors or residents) who use the QScend Services (for example, to record, edit, view or submit service
requests) are called "Users."
QScend reserves the right to change or modify any of the terms and conditions contained in these Terms,
or any policy or guideline applicable to the QScend Services, upon written approval by the County. The
QScend Services are for your own use only. You may not resell, lease or provide them in any other way
to anyone else, except as expressly permitted through the Site and the Applications.
1. Privacy Policy •
Please refer to QScend's privacy policy, available at www.qscend.com/privacy (the "Privacy Policy") for
information on how QScend collects, uses and discloses information from its users. By using the QScend .
Services you agree to our use, collection and disclosure of information in accordance with the Privacy
Policy.
2. Account Security •
. If you register for an account for the QScend Services, you agree to (a) provide accurate, current and
complete information as May be prompted by any registration forms in connection with the QScend
Services ("Registration Data"); (b) maintain the security of your password; (c) maintain and promptly
update the Registration Data and any other information you provide to QScend, and to keep it accurate,
current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any
other information you provide to QScend. You are responsible for all activity on your QScend account,
and for all charges incurred by your QScend account.
16E 2
3. Ownership, Copyright and Trademarks
In these Terms, the content available through the QScend Services, including all information, data, logos,
marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called
"Content," Content provided by Users is called "User Content" and is the property of the respective
User. Solely in connection with any website development services performed by QScend for a Subscriber,
any newly-created web-based graphical designs created by QScend shall be referred to as "New Website
Designs," shall be deemed "work for hire," and shall be owned by Subscriber.
Other than the User Content and any New Website Designs, the QScend Services, the Content, and any
Work Product created in connection with any Professional Services and all software made available to
Users on the QScend Services or used to provide and operate the QScend Services is the property of
QScend or its licensors, and is protected by U.S. and international copyright laws. All rights to the QScend
Services, the Content, all Work Product and such software are expressly reserved by QScend. For purposes
of these Terms, "Work Product" means the tangible and intangible results of the Professional Services,
including, without limitation, any and all software object and source code, HTML, CGI, XML formatting,
computer system designs, documentation, any writings of any kind, user interfaces, audio-visual works,
"look and feel," artwork, illustrations, images, photographs, printed or graphic matter, trademarks
(including service marks, trade dress, trade names, logos, corporate names, and Internet domain names),
copyrights and copyrightable works, preparatory materials, charts, diagrams, memoranda, drafts, sketches,
outlines, developments, materials, data, inventions (whether patentable or not), improvements, processes,
discoveries, ideas, know-how, techniques, formulae, compositions, methodologies, program materials,
notes, lists, compilations, manuscripts, pictorial materials, schematics, drawings, specifications,
blueprints, flowcharts, schematics, protocols, designs, design rights, plans, business plans, proposals,
technical data, financial and marketing plans and customer and supplier lists and information, and other
items, created, developed or supplied in connection with the Professional Services.
All trademarks, service marks, product names or logos mentioned in the QScend Services are the property
of their respective owners. Reference to any products, services, processes or other information, by trade
name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement,
sponsorship or recommendation thereof by QScend.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or
damage your User Content may cause to you or other people. You are solely responsible for maintaining
copies of and replacing any User Content you post or store on the QScend Services. If you authorize third
parties to access your User Content through the QScend Services, you agree that we are permitted to
provide to them the User Content, and also agree that we have no responsibility or liability for their use
of such User Content.
1 6 F. 2
24
4. Limited License to QScend
We do not claim any ownership interest in your User Content, but we do need the right to use your User.
Content to the extent necessary to provide the QScend Services, now and in the future. Therefore, by
posting or distributing User Content to or through the QScend Services, you: (a) grant QScend and its
affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform,
reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User
Content, in the manner in and for the purposes for which the QScend Services from time to time use such
User Content; (b) represent and warrant that: (i) you own and control all of the rights to the User Content
that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that
User Content, to or through the QScend Services; and (ii) the use and posting or other transmission of
such User Content does not violate these Terms and will not violate any rights of or cause injury to any
person or entity.
If your User Content is intended for the use of other Users, you also grant us and our affiliates and
subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users
for their use in connection with their use of the QScend Services.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere.
They are royalty-free because we are not required to pay you for the use of your User Content on the
QScend Services and they are transferable because we need the right to transfer these licenses to any
successor operator of the QScend Services. Our rights to "modify, adapt, translate, and create derivative
works from" are necessary because the normal operation of the QScend Services does this to your User
Content when it processes it for use in the QScend Services.
5. Limited License to You
QScend grants you a limited, revocable, non-exclusive, non-sublicensable license to use and access the
QScend Services and to view, copy and print the portions of the Content available to you through the
QScend Services. Such license is subject to th.ese Terms, and specifically conditioned upon the following:
(i) you may only view, copy and print such portions of the Content for your own use; (ii) you m ay not
modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content
except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright,
trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any
data mining, robots or similar data gathering or extraction methods; and (v) you may not use the QScend
Services or the Content other than for their intended purpose. Additional restrictions, as set forth in an
order form executed by Subscriber and QScend ("Order"), may be applicable to a Subscriber.
Except as expressly permitted above, any use of any portion of the Content without the prior written
permission of QScend is strictly prohibited and will terminate the license granted to you, this Agreement
and your account with us. Any such unauthorized use may also violate applicable laws, including without
16E 2
limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be
construed as conferring any license to intellectual property rights, whether by estoppel, implication or
otherwise. The license in this Section is revocable by QScend at any time.
You represent and warrant that your use of the QScend Services and the Content will be consistent with
this license and will not infringe or violate the rights of any other party or breach any contract or legal
duty to any other parties, or violate any applicable law.
6. Providing a Reliable and Secure Service
We take reliability and security seriously and we put a great deal of effort into ensuring that our service
operates consistently, and that it is a secure environment for your data. We believe our QScend Services
and security technologies meet or exceed industry standards and we believe we provide you with a
reasonably secure and safe environment.
However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the
reliability of hosting services, Internet intermediaries, your Internet service provider, and other service
providers cannot be assured. When you use the QScend Services, you accept these risks, and the
responsibility for choosing to use a technology that does not provide perfect security or reliability.
7. No Responsibility for Third-Party Material
The QScend Services may contain links to third-party Web sites ("Third-Party Sites") and third-party
content ("Third-Party Content") as a service to those interested in this information. You use links to Third-
Party Sites and any Third-Party Content or service provided there, at your own risk.
QScend makes no claim or representation regarding Third-Party Content or Third-Party Sites, and provides
them or links to them only as a convenience. Inclusion in the QScend Services of a link to a Third-Party
Site or Third-Party Content does not imply QScend' endorsement, adoption or sponsorship of, or affiliation
with, such Third-Party Site or Third-Party Content. QScend accepts no responsibility for reviewing
changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-
Party Sites, or Web sites linking to the QScend Services. When you leave the QScend. Services, our terms
and policies no longer govern. You should review applicable terms and policies, including privacy and
data gathering practices, of any Third-Party Site, and should make whatever investigation you feel
necessary or appropriate before proceeding with any transaction with any third party.
S. Professional Services
Subscriber may obtain Professional Services from QScend under these Terms by signing an Order which
specifies the scope and schedule of Professional Services to be performed by QScend for Subscriber and
the applicable fees. Unless otherwise expressly stated in the applicable Order, Professional Services shall
be provided on a time and materials ("T&M") basis at QScend's T&M rates in effect at the time the
Professional Services are performed. On a T&M engagement, if an estimated total amount is stated in the
16E 2
applicable Order, that amount is solely a good faith estimate for Subscriber's budgeting and QScend's
resource scheduling purposes and not a guarantee that the work will be completed for that amount;
increases beyond the estimated amount must be pre-approved in writing by the Subscriber. Subscriber
agrees to reimburse QScend for all material(s) and reasonable travel, administrative, and out-of-pocket
expenses incurred in conjunction with the performance of the Professional Services; said expenses must
be pre-approved in writing by the Subscriber and pursuant to Section 112.061, Fla. Stats.
9. Warranty Disclaimer; User Warranty
The Software, Applications and the Content are provided to you on an "as is" basis without warranties
from QScend of any kind, either express or implied.
QScend warrants that the Professional Services will be performed in a professional and workmanlike
manner, in accordance with generally accepted industry standards. Subscriber must report any
deficiencies in the Professional Services to QScend in writing within ten (10) business days of
performance of such Professional Services in order to receive warranty remedies. FOR ANY BREACH
OF THIS PROFESSIONAL SERVICES WARRANTY, SUBSCRIBER'S EXCLUSIVE REMEDY, AND
QSCEND'S ENTIRE LIABILITY, SHALL BE LIMITED TO THE RE-PERFORMANCE OF THE
DEFICIENT PROFESSIONAL SERVICES. IF QSCEND IS UNABLE TO RE-PERFORM THE
PROFESSIONAL SERVICES AS WARRANTED, SUBSCRIBER SHALL BE ENTITLED TO RECOVER
THE FEES PAID TO QSCEND FOR THE DEFICIENT PROFESSIONAL SERVICES.
QSCEND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. QSCEND DOES NOT
REPRESENT OR WARRANT THAT THE QSCEND SERVICES OR THE CONTENT ARE ACCURATE,
COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE QSCEND ATTEMPTS TO MAKE
YOUR ACCESS TO AND USE OF THE QSCEND SERVICES SAFE, QSCEND DOES NOT REPRESENT
OR WARRANT THAT TH.E QSCEND SERVICES OR THE CONTENT ARE FREE OF VIRUSES OR
OTHER HARMFUL COMPONENTS.
If you are a Subscriber, you represent, warrant and covenant that any person to whom you give access to
your account (including as staff) will not, in connection with the QScend Services, collect, input, store or
otherwise use: (i) nonpublic personal information (including social security numbers) as defined under
federal and/or state law; or (ii) protected health information as defined under federal and/or state law.
If you are a User, you represent, warrant and covenant that you will not, in connection with the QScend
Services, collect, input, store or otherwise use: •(i) nonpublic personal information (including social
• security numbers) as defined under federal and/or state law; or (ii) protected health information as defined
under federal and/or state law.
6E 2
Subscriber represents, warrants, and covenants to QScend that: (i) the individual signing an Order on
Subscriber's behalf has the full legal authority necessary to enter into the Order and bind Subscriber to
these Terms; and (ii) the execution of the Order by Subscriber and the performance of Subscriber's
obligations pursuant to these Terms will not violate any agreement, whether written or oral, to which
Subscriber is a party.
10. Limitation of Liability; Indemnity
To the extent allowable by law, you waive and shall not assert any claims or allegations of any nature
whatsoever against QScend, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors
or other partners, any of their successors or assigns, or any of their respective officers, directors, agents
or employees (collectively, the "Released Parties") arising out of or in any way relating to your use of the
Content or the QScend Services, including, without limitation, any claims or allegations relating to
infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend
or hold harmless you or any third party from any claim or allegation arising from your use or other
exploitation of the Content or the QScend Services. You use the Content and the QScend. Services at your
own risk. This indemnification by the Subscriber is subject to the limitation set forth in Fla. Stat. 768.28.
WITHOUT LIMITATION OF THE FOREGOING, NEITHER QSCEND NOR ANY OTHER RELEASED
PARTY SHALL BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS
OF USE, LOSS OF PROFITS OR LOSS OF DATA OR. LOSSES AS A RESULT OF DISCLOSURE OF
USER CONTENT OR OTHER DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING
BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THE USE OF (OR INABILITY TO USE) THE CONTENT OR THE QSCEND
SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING
FROM YOUR RELIANCE ON THE CONTENT OR THE QSCEND SERVICES OR OTHER
INFORMATION OBTAINED FROM QSCEND OR ANY OTHER RELEASED PARTY OR ACCESSIBLE •
VIA THE QSCEND SERVICES, OR THAT RESULT FROM MISTAKES, ERRORS, OMISSIONS,
INTERRUPTIONS, DELETION OF FILES OR EMAIL, DISCLOSURE OF USER CONTENT, DEFECTS,
VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE.,,
WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT,
DESTRUCTION OR UNAUTHORIZED ACCESS TO QSCEND OR ANY OTHER RELEASED PARTY'S
RECORDS, PROGRAMS OR SERVICES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF QSCEND, WHETHER. IN CONTRACT,
WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED),
PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING
TO THE USE OF THE CONTENT OR THE QSCEND SERVICES EXCEED ANY COMPENSATION PAID
T<:yI
16E 2
BY YOU FOR. ACCESS TO OR USE OF THE CONTENT OR THE QSCEND SERVICES, AS THE CASE
MAY BE, DURING THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE DATE OF ANY CLAIM.
To the extent permitted by law, you shall defend, indemnify and hold harmless QScend and the other
Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out
of your breach of any representation, warranty or covenant contained herein or your use of the Content
and the QScend Services, and further, if you are a Subscriber, from your Users' use of the QScend Services
and from the use of the Content and the QScend Services by any: (i) person to whom you give access to
your account (including as staff) and (ii) person (i.e., resident) that you receive information from via the
QScend Services related to a services request, including any claims made by any person that any User
Content infringes the rights, including the intellectual property rights, of any third party. This
indemnification by the Subscriber is subject to the limitation set forth in Fla. Stat. 768.28.
11. Communications
Notices that we give you may be provided in any number of ways, depending on the circumstances. For
example, we may email you or telephone you at the contact information you provide or we may post a
notice to Subscribers in the login or dashboard area of your account on the Site, or post the notice
elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to
the notice. It is your responsibility to periodically review the Site for notices.
Subject to the Privacy Policy, if you send to QScend or post on the Site in any public area any information,
ideas, inventions, concepts, techniques or know-how ("User Submissions"), for any purpose, including the
developing, manufacturing and/or marketing or products or services incorporating such information, you
acknowledge that QScend can use the User Submissions without acknowledgement or compensation to
you, and you waive any claim of ownership or compensation or other rights you may have in relation to
the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any
interest you might have in your User Submissions, you should not post them to the Site or send them. to
us.
12. Applicable Law and Venue
The QScend Services are controlled by QScend and operated by it from its offices in Connecticut. You
and QScend explicitly agree that all disputes, claims or other matters arising from or relating to your use
of the'Content, the QScend Services or these Terms will be construed in accordance with the laws of the
State of Florida. All disputes under this Agreement shall be resolved by the State courts of Collier County
in the State of Florida or in the United States Middle District Court for Florida, and each party consents
to the exclusive jurisdiction of such courts and hereby waives any jurisdictional or venue defenses
otherwise available to it.
16E 2
You will be responsible for compliance with all local laws of the jurisdiction within which you use the
QScend Services and you agree to indemnify QScend and the other Released Parties for your failure to
comply with any such laws.
13. Termination/Modification of License and QScend Services
Notwithstanding any provision of these Terms, QScend reserves the right, with a 180 day (one-hundred)
notice and in its sole discretion, without any liability to you, to (a) terminate your license to use the
QScend Services, or any portion thereof and the rights of any third party to which you have granted access
to your User Content; (b) block or prevent your future access to and use of all or any portion of the QScend
Services or Content and the rights of any third party to which you have granted access to your User
Content; (c) change, suspend or discontinue any aspect of the QScend Services or Content; and (d) impose
limits on the QScend Services or Content.
14. Termination of Agreement
You and QScend may terminate your use of the QScend Services, including your agreement to these Terms,
at any time, per Section 10 of the Master Agreement #17-7127.
In the event a Subscriber's QScend account is terminated, the applicable User Content will, shortly
thereafter, no longer appear on the QScend Services. We may or may not retain an archival copy of such
User Content after termination, and Subscriber hereby grants us a non-exclusive, perpetual, irrevocable
license to maintain such archival copy for our internal business purposes.
If these Terms expire or terminate for any reason, Sections 3, 4, 6, 7, 9, 10, 12, 14, 15 and 1.6, including
any indemnity, covenant, representation or warranty you make in these Terms, shall survive indefinitely.
15, Miscellaneous
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that
provision shall be deemed severable from these Terms and shall not affect the validity and enforceability
of any remaining provisions. QScend may assign any or all of its rights hereunder to any party without
your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior
written consent of QScend, and any such attempted assignment will be void and unenforceable. QScend
shall not be liable in damages for any delay or default in providing the QScend Services hereunder if such
delay or default is caused by conditions beyond its control, including but not limited to, acts of God,
government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of
QScend (including mechanical, electronic, or communications failure). These Terms constitute the entire
agreement between you and QScend regarding your use of the Content and the QScend Services, and
supersede all prior or contemporaneous communications whether electronic, oral or written between you
and QScend regarding your use of them.
16E 2
LS
16. Questions and Comments If you have any questions regarding these Terms or your use of the
QScend Services, please contact us here:
QScend Technologies Inc.
231. Bank Street
Waterbury CT 06702
(203) 757-6000 (phone)(203) 759-0519 (fax)
legal a,gscend.com
16E 2
FIRST AMENDMENT TO AGREEMENT
#17-7127
FOR
3-1-1 /CUSTOMER RELATIONSHIP MANAGEMENT(CRM) INITIATIVE
THIS AMENDMENT,made and entered into on this 7 day of , `'rid f t (2018,by and
between QScend Technologies, Inc.,authorized to do business in the State of Florida, whose business
address is 231 Bank Street, Waterbury, Connecticut 06702 (the "Contractor") and Collier County, a
political subdivision of the State of Florida, (the "County").
WHEREAS, on November 14, 2017 (Agenda Item 16.E.1), the County entered into an
Agreement with the Contractor to provide a Customer Relationship System.
WHEREAS, the parties desire to amend the Agreement to include additional professional
services related to the integration of Cityworks platform, as anticipated in the original solicitation and
Contractor's proposal.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, it is agreed by the parties as follows:
1. Exhibit BI-1 is hereby incorporated in its entirety.
IN WITNESS WHEREOF,the parties hereto,have each,respectively, by an authorized person or agent, have
executed this Amendment on the date and year first written above.
Contractor's Witnesses: BOARD OF COUNTY COMMISSIONERS
COLLI COUNTY,Y,F 9IDA
By. ai /
First Witness Edward F.Coyman r.
Procurement Director
kart,V\ k%f1.,
TType/print witness nameT
` �/—�—' CONTRACTOR:
Second Wi ess QSccnd Te n ogies, Inc
TType/print witness flamer B�,�/
nature
pprove ,as to F rm d egality: �� --/
r, 1/ L z' /� -At) , / r�s, �-,./l
JType/print signature and titter
Dep•�/ County Attorney 7- y ad/'
cC n.jt L Date
Print Name �/
Ul'.)
16E 2
�(► : �; '.I
Agreement#17-7127
EXHIBIT B1-1
Professional Services for Cityworks QAlert integration
Collier County, FL
Subscriber: Collier County
Contact Jeff Dunham Title:
Name:
Address 1: 3299 Tamiami Trail East Address 2:
City: Naples State: FL
Zip: 34112 Contact 239-776-8007
phone:
Facsimile: Email: jeffrey.Dunham(c�colliercountyfl.gov
Effective
Date:
u�a
Page 1 of 2
16E 2
Description of Services
Professional services to provide bi-directional data integration between QAlert CRM and the
Cityworks system
Project Milestones:
Phase 1: Discovery and Planning -2 weeks
•Determine Business needs of Collier County including overview of workflow and requirements
for integration.
•QScend and Cityworks analyze each other's APIs for viability.
•QScend attends Cityworks API Training if need be.
•Define triggers for data transmission in both systems.
•Define data mapping for each data transmission in both systems.
•Define any unique requirements such as custom field creation, outside references, etc.
•Determine new/existing user/group roles and permissions in each system.
•Define QAlert SR Type mapping to equivalent object in City Works.
•Generate specifications documentation that details all of the above.
Phase 2: Implementation of plan from Phase 1 —Weeks 3-4
•QScend and Cityworks will cooperate to conduct internal testing of the integration in sandbox
environments.
Phase 3: Client testing and approval—Weeks 5-6
•Collier County will review the integration in sandbox environments.
•Collier County will request any necessary modifications to the integrations if needed.
•Collier County will sign off on the completed integration.
•A date will be selected for production deployment.
Phase 4: Production Deployment—Week 7
•At the agreed upon date and time both vendors will implement their update in the production
environment.
•Collier County will work with each Vendor to implement any setup and configuration changes
required.
Year 2 and forward annual integration support and maintenance fee will begin 1 year from
phase 4 acceptance.
One-time Professional Services Lump Sum Fee' Not-to-exceed $24,000
(Billed Monthly Upon Percent Completion)
Annual Maintenance and Support Fee Year 2 and forward $2,000
vsl�
16E 2
SECOND AMENDMENT TO AGREEMENT#17-7127
FOR
3-1-1 /Customer Relationship Management (CRM) Initiative
THIS AMENDMENT made and entered into on /1e66u6iy AQ2 0.7Z (date), by and
between QScend Technologies, Inc. (the "Contractor") and Collier County, a political subdivision of
the State of Florida, (the "County") (collectively, the "Parties"):
WHEREAS, on November 14, 2017 (Agenda Item No. 16.E.1), the County entered into an
Agreement#17-7127"3-1-1/Customer Relationship Management(CRM) Initiative"(the"Agreement")
with Contractor for the purchase of a 3-1-1 Customer Relationship Management system to include
professional services for the implementation, configuration, training, and launch of software; and
WHEREAS, on September 7, 2018, the County entered into the First Amendment to this
Agreement to include additional professional services related to QAlert CRM integration of Cityworks
platform, at a total one-time cost of$24,000 and ongoing annual maintenance and support fee of$2,000;
and
WHEREAS,the Parties desire to further amend the Agreement to add QAlert API Connector
software application to allow integration to GMD's Cartegraph work management system.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, it is agreed by the Parties as follows:
1. Exhibit A2-1 outlining the scope of services and fees associated with the purchase of QAlert API
Connector license is hereby incorporated to this Second Amendment.
2. All other terms and conditions of the Agreement, as amended, shall remain the same.
[Signature page to follow]
**** Remainder of page intentionally left blank****
Page 1 of 3
Second Amendment to Agreement#17-7127
0
--itell
IN WITNESS WHEREOF, the Parties have executed this Second Amendment by an authori/ed
person or agent on the date and year first written above.
ATTEST:
Crystal K. 1Cinzcl. Clerk of Circuit Court BOARD OF C P' - , MISSIONERS
and Compiroll COLLIER I= _ORIDA
0-11112411111.B_v: By: r�>�.�
Dated: kin_ 1 ' Willi L. McDaniel, Jr., Chairman
(S AL) AtteChairm
signature only,
Contractor's Witnesses: CONTRACTOR:
QScend Technologies, Inc.
4,4 j Ca ...__ -----) // ,) / ----
First 1 itness By: f ��, .L4( ,!/ti/t"�(W. >
R,
Signature`
.tp,lll S . Creed
TType/print witness nameT 6,4 A. j :,. 5 c-Fo
G,,ri;gri,*. j-kifrit, t I ypc/print signature and tideT
Second Witness
AM1m�Iti - i--ed(feh Date
TType/print witness namet
Approve to Form and Legality:
t
15 V County Attorney
Sal ll fiz.v`t
Print Name
Page 2 of 3
Second Amendment to Agreement #17-7127
CA(
16E 2
EXHIBIT A2-1
Quantity Item Unit Price Total Price
QAlert API Connector license (each Cartegraph OMS instance)
1 (one-time fee) $ 6,000.00 $ 6,000.00
QAlert API Connector annual maintenance
1 Prorated starting 2-1-22 through 11-28-22 when QAlert contract $2,000.00 $1,650.00
is up for renewal
Scope of services:
QScend will enable the QAlert API connector for both Cartegraph OMS instances in sandbox and production
environments.
QScend project manager will review with Collier staff configuration,set up,data mapping and test connection in
both sandbox and production environments.
In addition:
Customer will have the ability to enable or disable integration.
Customer will have the ability to map QAlert Service Request Types to OMS Cartegraph Issue Types. To create
and map additional fields as required between QAlert and Cartegraph. Customer will be able to make edits
including add,remove, modify at any time. Only mapped Service Requests will be transferred to Cartegraph
OMS. Editing an existing configuration will not affect service requests that were previously transferred
to Cartegraph.
Upon the successful transfer of a new QAlert Request to Cartegraph,the QAlert request activity list will include
an activity stating that transfer occurred, and include the Cartegraph OMS Request ID number for reference.
Modifications to QAlert Service Requests will update data in Cartegraph OMS.
If a Service Request that was previously not transferred to Cartegraph is modified by
changing the request type or location,and such change makes the request eligible for transfer
to Cartegraph,then it will be transferred.
All QAlert attachments for the Service Request will be transferred to Cartegraph, unless the
attachment is larger than the maximum size permitted or type permitted by Cartegraph customer configuration.
Any operation that fails to be sent to Cartegraph OMS will be retried periodically until it succeeds.
Page 3 of 3
Second Amendment to Agreement #17-7127
cAo
16E 2
THIRD AMENDMENT TO AGREEMENT#17-7127
FOR
3-1-1 /Customer Relationship Management(CRM) Initiative
THIS THIRD AMENDMENT made and entered into on itio vetAb $H.LoU-(date), by
and between QScend Technologies,Inc.(the"Contractor")and Collier County,a political subdivision
of the State of Florida, (the "County") (collectively,the"Parties"):
WHEREAS, on November 14, 2017 (Agenda Item No. 16.E.1), the County entered into an
Agreement #17-7127 "3-1-1/Customer Relationship Management (CRM) Initiative" (the
"Agreement"), with Contractor for the purchase of a 3-1-1 Customer Relationship Management system
to include professional services for the implementation,configuration,training,and launch of software;
and
WHEREAS, on September 7, 2018, the County entered into the First Amendment to this
Agreement to include additional professional services related to QAlert CRM integration of Cityworks
platform,at a total one-time cost of$24,000 and ongoing annual maintenance and support fee of$2,000;
and
WHEREAS,on February 22, 2016 (Agenda Item No. 16.A.16),the Parties entered into the
Second Amendment to the Agreement to add QAlert API Connector software application to allow
integration to GMD's Cartegraph work management system; and
WHEREAS, the initial term of the Agreement is set to end on November 13, 2022 with an
option to renew for an additional five year period; and
WHEREAS,the Parties wish to extend the agreement for an additional five year period, as
allowed by the Agreement,and include product and services pricing for the five-year renewal period of
the QAlert CRM software with a subscription period starting December 1, 2022 and ending November
30, 2027.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, it is agreed by the Parties as follows:
1. The above recitals are hereby incorporated into this Third Amendment as if fully set forth herein.
2. The QScend Order Form containing pricing for services provided under the five-year renewal
subscription period commencing on December 1, 2022, is hereby incorporated into the
Agreement, and attached hereto this Third Amendment.
3. By execution of this Third Amendment, the Parties agree to renew the Agreement for an
additional five-year period commencing on November 14, 2022 and terminating on November
30, 2027, consistent with the subscription period end date.
4. All other terms and conditions of the Agreement, as amended, shall remain the same.
Page 1 of 3
Third Amendment to Agreement#17-7127
16E 2 ;
IN WITNESS WHEREOF, the Parties have executed this Third Amendment by an authorized
person or agent on the date and year first written above.
ATTEST:
Crystal K. Kinzel, Clerk of Circuit Court BOARD OF CO TY COMMISSIONERS
and Comptroller COLLIER CO, • •
(.2) /
By: • , By: ...•-- --��''
ti - -L = WI( 'lAM L. MCDANIEL JR.,Chairman
Dated
(SEAL)
Attest amithirtnan s
Contractor's Witnesses: CONTRACTOR:
atiba,,0 QScend Technologies,Inc.
first Witness
��lp 6e �C Cu Signature
TT , print nameT IL„). J� l-(li t C�(S G ro
y p ��i. �
TType/print signature a titleT
S and Witness
q Da /� �?2-
70h ( 4
TType/print witness nameT
Ad as to Fo an Legality:
91
Scott R.Teach, Deput ounty Attorney
Page 2 of 3
Third Amendment to Agreement 1117-7I27
16E 2
OScend Technologies
QScend 231 Bank Street.2nd Floor Date 4/04/2022
Waterbury,CT 06702 Renewal Order
ORDER FORM
Account Information
Account Name: Collier County,FL Address: Office of the County Manager
Contact Name: CJ.Kammerer 3299 Tamiami Trail East
Email Address: Charles.Kammerer@colliercountyfLgov Suite 103
Phone: 239-252-8951 Naples Florida 34112
Terms and Conditions
Subscription Start Date: 12/01/2022 Payment Method: EFT
Subscription End Date: 11/30/2027 Auto-Renewal: Yes
Products and Services
The purpose of this project is to renew the"°Alert CRM"software and all related products l:sted below on
behalf of the Collier County,FL.The application allows municipal staff to easily manage citizen requests.
Year 1 Year 2 Year 3 Year 4 Year 5
°Alert CRM(Enterprise) $48,999.96 $48,999.96 $48,999.96 $48,999.96 $48,999.96
°Alert Branded App(citizen app) Included Included Included Included included
°Alert Cityworks Integration $2,000.00 $2,000.00 $2,000.00 $2,000.00 $2,000.00
QAlert Cartegraph Integration $2,000.00 $2,000.00 $2,000.00 $2,000.00 $2,000.00
QScend Academy $749.00 $749.00 $749.00 $749.00 $749.00
SUBTOTAL $53,748.96 $53,748.96 $53,748.96 $53,748.96 $53,748.96
Notes
Fees will be invoiced annually,beginning on 12/01/2022,and each year thereafter and do not include applicable
taxes.
Acceptance
Customer acknowledges and agrees that this Order Form shall become legally binding and Customer shall be
bound by the terms and conditions consistent with the current contract and amendments made in August of 2022
(SOR-004033).
Effective Date:
Collier County,FL QScend
Per: Per:
Name: Name:
Title: Title:
The Custon:et and OSeend agree to keep all aspects of this agreement confidential
Page 3 of 3
Third Amendment to Agreement#17-7127
16E 2
Exhibit"B"
Certificate of Amendment and Certificate of Merger
TO FOLLOW THIS PAGE
Page 5 of 5
Assumption of Agreement No. 17-7127 CAO
16E 2
Delaware
Page 1
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "GOVOFFICE, LLC",
CHANGING ITS NAME FROM "GOVOFFICE, LLC" TO "CATALIS PUBLIC
WORKS & CITIZEN ENGAGEMENT, LLC", FILED IN THIS OFFICE ON THE
TWENTY—SECOND DAY OF DECEMBER, A.D. 2022, AT 2:42 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF AMENDMENT IS THE FIRST DAY OF
JANUARY, A.D. 2023.
P1t P.AY'S` \ hNrw W.ROWc%,Secretary d Stets
�p.off ,,i-'311,Nii
G,=.� t��-gy`�
(( C qo D
6938982 8100 4', g Authentication: 202416838
°fZiw €..•/
SR#20224354568 -_ �-r Date: 01-04-23
You may verify this certificate online at corp.delaware.gov/authver.shtml
16E 2
State of Delaware
Secretary of State
Division of Corporations
Delivered 02:42 PM 12.,22/2022
FILED 02:42 PM 12,22,2022
STATE OF DELAVVARE SR 20224354568 - File Number 6938982
CERTIFICATE OF AMENDMENT
1. Name of Limited Liability Company:
GovOffice, LLC
2. The effective date of the Amendment is January 1,2023.
3. The Certificate of Formation of the limited liability company is hereby amended as follows:
FIRST: The name of the limited liability company
formed hereby is Catalis Public Works & Citizen
Engagement, LLC.
IN WITNESS WHEREOF,the undersigned have executed this Certificate on
the 16th day of December , A,D. 2022
r—DocuSigned by.
Va4 Witn.Ivs
By: ---3544756OD57$4n
Authorized Person(s)
Name:David Winters
Print or Type
16E 2
Delaware
Page
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
"QSCEND TECHNOLOGIES, INC. ", A DELAWARE CORPORATION,
WITH AND INTO "GOVOFFICE, LLC" UNDER THE NAME OF "GOVOFFICE,
LLC", A LIMITED LIABILITY COMPANY ORGANIZED AND EXISTING UNDER
THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS
OFFICE ON THE TWENTIETH DAY OF DECEMBER, A.D. 2022, AT 10:10
O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY—FIRST DAY OF
DECEMBER, A.D. 2022.
/G0,7! Y1S-XN .NnnyW.eWloct_Settela7 W SW*
( rf\\
. , py U��
6938982 8100M Authentication: 205151297
AWAP�'
SR#20224318908 ��1� Date: 12-20-22
You may verify this certificate online at corp.delaware.gov/authver.shtml
1 6 E 2
State of Delaware
Secretary of State
Division of Corporations
Delivered 10:10 AM 12'20`2022
FILED 10:10 A:1112!20:2022
SR 20224318908 - File Number 6938982
STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC CORPORATION INTO
DOMESTIC LIMITED LIABILITY COMPANY
Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6,
Section 18-209 of the Limited Liability Company Act, the undersigned limited liability
company executed the following Certificate of Merger:
FIRST: The name of the surviving limited liability company is
GovOffice,LLC and the name of the
corporation being merged into this surviving limited liability company is
QScend Technologies,Inc.
SECOND: The Agreement of Merger has been approved,adopted, certified,executed
and acknowledged by the surviving limited liability company and the merging
corporation.
THIRD: The name of the surviving limited liability company is
GovOffice,LLC
FOURTH: The merger is to become effective on 12/31/22
FIFTH: The Agreement of Merger is on file at
3025 Windward Plaza,Ste. 200,Alpharetta,GA 30005 , the place of business
of the surviving limited liability company.
SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited
liability company on request, without cost, to any member of any constituent limited
liability company or stockholder of any constituent corporation.
DE143-08127,2007 C T System Online
DocuSign Envelope ID:039CDCF8-5BD0.41FE-B18C-0040BCF0D69D 1 6 E 2
IN WITNESS WHEREOF,said limited liability company has caused this certificate to be signed by an
authorized person,this 16th day of December,A.D.,2022.
p-Docu8igned by:
V044
By: 3e447eeooe7e432
Authorized Person
Name:David Winters
Print or Type
Title: Chief Financial Officer
DE143-of1/2712007 C T System Online