Agenda 08/26/2025 Item #16F 2 (2nd Amendment to Contract #19-7648 w/Ignite Software Holdings, LLC d/b/a Comensure for the extention of the contract for a three year yerm)8/26/2025
Item # 16.F.2
ID# 2025-2355
Executive Summary
Recommendation to approve a Second Amendment to Agreement No. 19-7648 with Ignite Software Holdings, LLC d/b/a
Comensure, extending the contract term for three years, authorizing expenditures during the extended term in the amount
of up to $75,000 per fiscal year under Waiver No. 25-343-WV, and authorize the Chairman to sign the attached
Amendment.
OBJECTIVE: Ignite Software Holdings, LLC d/b/a Comensure (“Comensure”) Internal Control software is used by the
county to test and validate that controls within the various divisions are present, functioning, and in compliance with
county standards and procedures. The Comensure software provides the county with reasonable assurance that policies
and procedures are implemented to ensure the reliability of financial reporting, operational efficiency, and compliance
with laws and regulations and acts as a system of checks and balances to mitigate risks and achieve organizational goals.
CONSIDERATIONS: The County has used Comensure software since 2016. The County initially solicited for Internal
Control software on May 3, 2016, with the issuance of Request for Proposal (“RFP”) No. 16-6648, and received two
responsive and responsible proposals, which ultimately resulted in the selection committee’s recommendation to award
the RFP to Comensure under a three-year contract. The County issued a second RFP for Internal Control Software on
November 1, 2019 (RFP No. 19-7648), and again received two proposals. A selection committee once again
recommended awarding to Comensure, and the Board approved Agreement No. 19-7648 (the “Agreement”), which
provides for a three year term with two one-year renewal terms. The Agreement is scheduled to terminate on December
31, 2025.
Comensure has been recommended and approved as the County’s internal control software provider twice through the
RFP process. Comensure software has met the needs of the County’s internal control processes for nearly nine years.
Based on the County’s archived historical data and its various Divisions’ familiarity with the platform processes, staff
are requesting that the Board: (1) waive the competitive process and approve the proposed Second Amendment to the
Agreement extending the term for three years (through and including December 7, 2028), and (2) approve a three-year
single source waiver for the continued use of Comensure internal control software.
In support of this request, staff note that the Strategic Initiatives Division has begun to re-implement the countywide
internal controls program and is halfway through that process. Currently, Comensure software is being used by the
Transportation Services Management Department, Public Utilities Department, Facilities Management Division,
Information Technology Division, and Procurement Services Division. Moreover, the Library and Human Resources
Divisions are expected to be online by August 2025.
Pursuant to Section Eleven, Procurement Methods, sub-paragraph 11 of the Collier County Procurement Ordinance
2017-08, as amended, staff requests that the Board find that it is in the best interest of the County to extend the
Agreement with Comensure for three years from December 8, 2025, through December 7, 2028, as a single source
vendor under the same terms and conditions as the existing Agreement. The Procurement Services Division posted a
public notice to designate Comensure as a single source provider on its OpenGov solicitation platform on May 29, 2025,
through June 5, 2025, and did not receive any response.
This item is consistent with the Collier County strategic plan objective to foster a high-performing work culture with
transparency and accountability.
FISCAL IMPACT: The annual cost of the software is not to exceed $75,000. Funding for annual user license fees is
available within the County-Wide Capital Fund (3001), Project 51036.
GROWTH MANAGEMENT IMPACT: There are no Growth Management Impacts associated with this purchase.
LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board
approval. —SRT
Page 3395 of 4682
8/26/2025
Item # 16.F.2
ID# 2025-2355
RECOMMENDATIONS: Recommendation to approve a Second Amendment to Agreement No. 19-7648 with Ignite
Software Holdings, LLC d/b/a Comensure extending the contract term for three years, authorize expenditures during the
extended term in the amount of up to $75,000 per fiscal year under Waiver No. 25-343-WV, and authorize the Chairman
to sign the attached Amendment.
PREPARED BY: Sahar Dajani-Jones, Management Analyst I, Strategic Initiatives Division
Michael Nieman, Director, Strategic Initiatives Division
ATTACHMENTS:
1. 19-7648 1st AmendmentFE_Ignite
2. 19-7648 Comensure_Fully signed Contract
3. 19-7648Comensure_1of2_1YrRenewals
4. 19-7648Comensure_2of2_1YrRenewals
5. 25-343-WV Comensure
6. 19-7648 Ignite Second Amendment CAO
Page 3396 of 4682
DocuSign Envelope ID: E661EF20-B576-46FC-B972-86FF602E455912/26/2023Page 3397 of 4682
DocuSign Envelope ID: E661EF20-B576-46FC-B972-86FF602E4559Partner12/24/2023Jessica Getz12/26/2023Jeff Klatzkow on behalf of Scott Teach12/27/2023Page 3398 of 4682
DocuSign Envelope ID: E661EF20-B576-46FC-B972-86FF602E4559Page 3399 of 4682
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.
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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 (inclII -+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).
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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
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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
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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.
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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
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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:
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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
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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
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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.
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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)
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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
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JFixedPriceProfessionalServiceAgreement2017-001(Ver3)
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Exhibit A
Scope of Services
n following this page (containing 3 page/s)
this exhibit is not applicable
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Fixed Price Professional Service Agreement#2017-001 (Ver.3)
CAO
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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
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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
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Exhibit A-Scope of Services
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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.
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Exhibit A-Scope of Services
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Exhibit B
Fee Schedule
following this page (pages
1
through
1 )
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Fixed Price Professional Service Agreement#2017-001 (Ver.3)
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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.
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Exhibit B-Fee Schedule
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Other Exhibit/Attachment
Description:
Comensure LLC Master Subscription & Service Level Agreement
following this page (pages 1 through 12 )
this exhibit is not applicable
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Fixed Price Professional Service Agreement#2017-001 (Ver.3)
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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
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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;
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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
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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
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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
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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
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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
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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
Page 3426 of 4682
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
Page 3427 of 4682
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
Page 3428 of 4682
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
CAOPage 3429 of 4682
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
Page 3430 of 4682
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
281-565-3333A/C No,Eat): ( )-565-2222 A/C,No):
14140 Southwest FreewayALADDDRDRESS: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 $
1,000,000Eaaccident)
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
Page 3431 of 4682
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
AIL14140SouthwestFreewayAADDDREDRE SS: serviceC minstx.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 $
1,000,000Eaaccident)
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/MEMBERER
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
1,000,000DESCRIPTIONOFOPERATIONSbelowE.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
Page 3432 of 4682
cde,County
NNlets
County Manager Operations
Procurement Services Division
11/2/23
Comensure LLC
Attention:Jessica Getz
515 Post Oak Bivd,Suite 910
Houston,TX 77027
Via Email to:jgetz@axiapartners-us.com
RE:Contract Renewal for Agreement #19-7648 Internal Control Software
Dear Jessica:
Collier County would like to renew the above contract under the same terms and conditions for
an additional one (1)year period in accordance with the renewal clause in the contract.
If you are agreeable,please indicate your intentions by providing the information requested below
and executing the acceptance section:
|am agreeable to renewing the above referenced contract under the
same terms,conditions,and pricing as the existing contract.
|am not agreeable to the renewal of this contract.
By executing the section below,this contract will be in effect from 12/9/2023 until 12/8/2024.
Acceptance of Contract Renewal
Comen Sur
PR
Company Signature
Cc?
|2023
Page 2 of 2
Procurement Services Division -3295 Tamiami Trail East,Naples,Florida 34112 239-252-8407
Page 3433 of 4682
cd,County
County Manager Operations
Procurement Services Division
RE:Contract Renewal for Agreement #19-7648 Internal Control Software
Updated Contact Information
(Only if addressee information on the first page is incorrect)
Telephone
Number
Collier County Procurement Services is pleased to announce,it has partnered with BidSync to
provide Free web-based Bidding services to its vendors,suppliers,and contractors.We are now
?live on the new bidding platform.Register today at www.bidsync.com.For Registration
Assistance,please contact BidSync customer service at 800-990-9339 Or
email:support@bidsync.com.
Please return this letter to the Procurement Services Division with your response no later than
41/10/2023.You may email your response to email Renewals@colliercountyfl.gov .If you have
any questions you may contact Vanessa Diaz at 239-252-8407.
Respectfully,
Sue Zimmerman,CPM v
Contract Manager ?Procurement Services Division
C:Christopher Johnson
Procurement Services Division 3295 Tamiami Trail East,Naples,Florida 34112 -239-252-8407
Page 3434 of 4682
Page 3435 of 4682
Page 3436 of 4682
WAIVER REQUEST FORM
Revised 10/01/2024
Page 1 of 4
Instructions: The Procurement Ordinance, 17-
source. Complete this form for purchases greater than $3,000 and provide the supporting documentation to the Procurement Services
Division. Waiver requests greater than $50,000 will require approval by the Board of County Commissioners. Complete all sections of
this form prior to submitting it to Procurement.
Definitions:
Single source refers to a procurement directed to one source because of standardization, warranty, or other factors, even
though other competitive sources may be available.
Sole source refers to a procurement where the selection of one particular supplier to the exclusion of all others may be
based on lack of competition, proprietary technology, copyright, warranty, or a supplier’s unique capability.
Disclaimer: Waivers are not active until the Procurement Director approves the request or the requested start date, whichever is
later. Waivers that require review by the Board of County Commissioners are not valid until Board approval is received. No purchase
order requests will be processed until formal approval has been received.
Submit Waiver requests to Procurement Services via the Jira Ticketing System.
SECTION ONE
Division: Requested Not-to-Exceed Expenditure Per FY:
Vendor Corporate Name: Summary of Item(s)/Service(s):
SECTION TWO
Sole Source Single Source One-Time Purchase Multiple Purchases
SECTION THREE
Detailed Description of Purchase. Enter a description of the item(s) that will be purchased under this waiver.
Detailed Public Purpose. Include why this purchase is essential to County operations.
SECTION FOUR
Information Technology. Select Yes if the products/services are related to Information Technology. If yes, provide the
Purchasing Compliance Code (PCC) number or email approval from IT.
Yes No
If yes, provide the PCC number:
Page 3437 of 4682
WAIVER REQUEST FORM Revised 10/01/2024
Page 2 of 4
SECTION FIVE
Justification. Identify the criteria that qualifies this purchase as a sole or single source. Check all that apply (if a box is
checked, make sure to provide an explanation below):
Sole Source
o Only Authorized Vendor of Distributor. Is this vendor the only vendor authorized to sell this
product/service? If yes, explain below and provide documentation from the manufacturer confirming
claims made by the distributors.
o No Comparable Product or Service. Is there another vendor who can provide a similar product/service,
regardless of cost, convenience, timeliness, etc.?
o Product Compatibility. Does this product/service provide compatibility with existing equipment that
prohibits switching to another comparable brand/vendor. If yes, provide the detailed explanation below,
including what would occur if the other brand/vendor were used.
o Proprietary. Is this product/service proprietary? If yes, provide a detailed explanation below on how its
use is restricted by patent, copyright, or other applicable laws and provide documentation validating that
claim.
Single Source
o Standardization. Is this product/service part of a purchase that the County has already standardized on?
If yes, please provide detailed information below.
Date of BCC Standardization: BCC Agenda Item #:
o Warranty. Is this the only vendor able to complete factory-authorized warranty services on County owned
equipment? If yes, provide the documentation verifying the warranty.
o Geographic Territory. Is this vendor the only vendor authorized to sell this product/service in our region?
If yes, provide documentation from the manufacturer confirming those claims.
o Other Factors. Any other reason not listed above. Explain below.
Explain. How does this purchase meet the identified sole or single source criteria checked above?
How was the decision made to use this vendor? Describe in detail if a formal standardization process was performed
via Procurement or if there is a historical precedence established for the use of the product, please explain purchase, and
use history and the current level of County investment in the product.
Page 3438 of 4682
WAIVER REQUEST FORM Revised 10/01/2024
Page 3 of 4
Explain why it is in the County’s best interest to use this product/service rather than issuing a competitive
solicitation.
vendor/product was used? What would occur if another brand/vendor was used?
Explain how the pricing compares to other vendors/products and is it considered to be fair and reasonable.
Provide information of historical use and whether pricing has increased/decreased. If sole source and no other product is
available, provide the cost for addressing the needs via an alternate approach.
Will this purchase obligate the County to future ancillary products or services, either in terms of maintenance or
standardization?
Yes No If yes, explain what types.
Does this purchase require the County to accept terms and conditions, including those contained in hyperlinks?
Yes No If yes, attach documentation.
Market research and market alternatives. When was the last time a market evaluation was performed to determine if
anticipate evaluating the market again?
amount of the purchase will be a high risk to the County.
Page 3439 of 4682
WAIVER REQUEST FORM Revised 10/01/2024
Page 4 of 4
SECTION SIX
It is a felony to knowingly circumvent a competitive process for commodities or services by fraudulently
specifying sole source. Florida Statute 838.22(2).
Requester: Signature:
Division Director: Signature:
Department Head (Required if over $50,000): Signature:
Procurement Director or Designee: Signature:
PROCUREMENT USE ONLY
Estimated Expenditure Per FY:
Additional Commentary:
P-Card PO
Attachments:
Sole/Single Source Letter
Designation
Approved Date Range
Start Date:
End Date:
Contract #:
Contract Not Applicable
Waiver #:
Contingent Upon Board Approval:
Yes No
Agenda #:
Approval Date:
Page 3440 of 4682
800 Town and Country Blvd, Suite 500
Houston, Texas 77024
May 14, 2025
Comensure, LLC (“Comensure”) is an internal control software that provides a real-time, cloud-
based and collaborative platform for managing and measuring governance, risk and compliance
(GRC) activities, improving productivity, accountability and business insight.
In 2013, AXIA Partners (“AXIA”) created Comensure based on their combined experience of over
100 years of ‘hands on’ controls, compliance and audit experience at companies such as Deloitte,
Andersen, E&Y, PWC, Harris County TX, United Airlines, Ohr Pharmaceutical, Transocean,
CenterPoint Energy, Baker Hughes, and Shell Trading. With their collective experience, Comensure
was built to remove the inefficiencies that plague compliance processes while introducing, quality,
repeatability, and transparency.
By combining our consultative approach with the Comensure’s innovative solutions, we can
continue to deliver a complete, fully automated internal controls framework for Collier County
Government that is scalable for the future. For support, we have a Resource Center within the
software to allow the end users access to user guides and videos. There is also a support team that
can be contacted for questions or issues with Comensure.
For pricing, Comensure is offering to continue the pricing structure at $72,000 for up to 250 users.
Any additional users above 250 will be charged at $180/user/year.
If you have any questions, please contact Jessica Getz or Nick Bednorz with Comensure at
jgetz@axiapartners-us.com or 713-589-5055.
Thank you,
Jessica Getz
COO
www.Comensure.com
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