#16-6621 5th Amendment (Learning Maangement System) FIFTH AMENDMENT TO AGREEMENT No. 16-6621
FOR
"LEARNING MANAGEMENT SYSTEM"
THIS FIFTH AMENDMENT, made and entered into on this / day of Qa441 2025,
by and between Cornerstone OnDemand, Inc., a Delaware corporation qualified to do business in the State of
Florida ("Cornerstone"), and Collier County, a political subdivision of the State of Florida, (the "County")
(collectively,the"Parties")state:
WHEREAS, on October 11, 2016 (Agenda Item 16.E.15), the County entered into Agreement No.
16-6621 (the"Agreement")with Cornerstone to provide a web-based Learning Management System software for
employee training programs; and
WHEREAS, on January 11, 2017, the parties administratively approved Change Order No. 1 to the
Agreement,which upgraded the software bundle package from"Gold Plus"to"Platinum Plus"; and
WHEREAS, on July 19, 2017, the County approved Change Order No. 2 extending the use of the
Platinum Plus software bundle package from October 21, 2017 through April 20, 2018; and
WHEREAS,on October 26,2017,the Parties executed the First Amendment to the Agreement to: (1)
clarify the effective date of the Agreement; (2))renew the Agreement for an additional year, which included the
removal of the Competency Management fee; and (3)to continue the utilization of the Platinum Plus Bundle &
Content Services Package;and
WHEREAS,on October 18, 2018,the Parties executed the Second Amendment to the Agreement to:
(1)extend the Agreement for an additional period effective October 1,2018,through October 20,2019,(2)replace
the Exhibit A-1 Fees Order Form with Exhibit A2-1,and remove the Exhibit A-2 Fees; and
WHEREAS, on October 14, 2019, the Parties executed the Third Amendment to the Agreement to:
(1) extend the Agreement for an additional period effective October 1, 2019,through October 20, 2020, and (2)
incorporate Exhibit A-3 Order to provide updated pricing to commence on the renewal period; and
WHEREAS, on June 9, 2020, the Parties executed the Fourth Amendment to the Agreement to: (1)
extend the Agreement for an additional five-year period beginning on October 21, 2020, and ending on October
20, 2025, and recognizing this further purchase is an exemption from the competitive process; (2) incorporate
Exhibit A-4 Order to provide updated pricing to commence on the renewal period,(3)provide for nominal annual
increases not to exceed 2.5%per annum,and(4)to incorporate the Performance Suite program; and
WHEREAS,the Parties desire to further amend the Agreement to: (1) extend the Agreement for an
additional five-year period beginning on October 21,2025,and ending on October 20,2030,and recognizing this
further purchase is an exemption from the competitive process, (2) incorporate Exhibit A-5 Order to provide
updated pricing to commence on the renewal period,(3)provide for nominal annual increases not to exceed 2.5%
per annum, and(4)to incorporate J.J. Keller-Workplace Safety and Human Resources; and
NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the Parties
agree as follows:
1. The above recitals are hereby incorporated into this Fifth Amendment to the Agreement as if
fully set forth herein.
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Fifth Amendment to Agreement#16-6621
2. The Agreement shall be extended for an additional five-year period effective October 21,
2025 through October 20, 2030.
3. Attached Exhibit A-5 Order is hereby incorporated into the Agreement to provide updated
pricing during the renewal term.
4. Nominal annual price increases under the renewal term under this Fifth Amendment shall not
exceed 2.5% per annum.
5. The J.J. Keller Workplace Safety and Human Resources will be implemented and offered as
part of this Fifth Amendment renewal term, providing staff a comprehensive safety training
package.
6. The attached Affidavit Regarding Labor and Services is hereby incorporated into the
Agreement.
7. Except as provided herein, all other terms and conditions of the Agreement remain in full
force and effect.
IN WITNESS WHEREOF, the Parties have executed this Fifth Amendment to the Agreement on the
date and year first written above by an authorized person or agent.
ATTEST: k OWNER:
Crystal K KinzchOi•k of Court& BOARD OF COUNTY COMMISSIONERS
Com0.01 "„...••••• OF COLLIER COUNTY FLORIDA
f'1t ',77 � a d
+.r�4,�iae�L• ''att_ • a l BY:
S � ® mast as Burt ,. Saunders, Chairman
" • to Chairman's
t' `` �� signature only
A d as to'154m'and Legality:
S It. Teac
Deputy County Attorney
CORNS STON On 1 INC.
/
1�"a aldf.1. Jr/As
Print Name and itle Date
•
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Fifth Amendment to Agreement 416-6621
Exhibit A-5 ORDER
Product(s)
Period 1 Period 2
10/21/2025-10/20/2026 10/21/2026-10/20/2027
Product Qty Fee Billing Qty Fee Billing
Frequency Frequency
Choice Customer Success Package 1 USD 7,919.86 Annual 1 USD 8,117.85 Annual
Cornerstone Learning Management Suite 2,250 USD 35,639.36 Annual 2,250 USD 36,530.34 Annual
Cornerstone Performance Suite 2,250 USD 35,639.36 Annual 2,250 USD 36,530.34 Annual
CyberU Enterprise 2,250 USD 51,890.63 Annual 2,250 USD 53,187.89 Annual
DomainKeys Identified Mail 1 USD 1,500.00 Annual 1 USD 1,537.50 Annual
Inbound Data Feed-OUfUsers(IDF) 1 USD 3,959.93 Annual 1 USD 4,058.93 Annual
Connector(s)
J.J.Keller-Workplace Safety and Human 2,250 USD 16,537.50 Annual 2,250 USD 16,950.94 Annual
Resources Bundle
Single Sign On-Standard(SSO) 1 USD 3,959.93 Annual 1 USD 4,058.93 Annual
Connector(s)
_
Unlimited Video Hosting and Delivery 1 USD 2,828.52 Annual 1 USD 2,899.23 Annual
Period Subtotal: USD 159,875.09 USD 163,871.95
Period 3 Period 4
10/21/2027-10/20/2028 10/21/2028-1012012029
Product Qty Fee Billing Qty Fee Billing
Frequency Frequency
Choice Customer Success Package 1 USD 8,320.80 Annual 1 USD 8,528.82 Annual
Cornerstone Learning Management Suite 2,250 USD 37,443.60 Annual 2,250 USD 38,379.70 Annual
Cornerstone Performance Suite 2,250 USD 37,443.60 Annual 2,250 USD 38,379.70 Annual
CyberU Enterprise 2,250 USD 54,517.58 Annual 2,250 USD 55,880.52 Annual
DomainKeys Identified Mail 1 USD 1,575.94 Annual 1 USD 1,615.33 Annual
Product Qty T Fee Billing Qty Fee Billing
Frequency Frequency
Inbound Data Feed OU/Users(IDF) 1 USD 4,160.40 Annual 1 USD 4,264.41 Annual
Connector(s)
J.J.Keller-Workplace Safety and Human 2.250 USD 17,374.71 Annual 2,250 USE) 17,809.08 Annual
Resources Bundle
a
Single Sign On-Standard(SSO) 1 USD 4,160.40 Annual 1 USD 4,264.41 Annual
Connector(s)
Unlimited Video Hosting and Delivery 1 USD 2,971.71 Annual 1 USD 3,046.00 Annual
I
Period Subtotal: USD 167,968.74 USD 172,167.97
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Fifth Amendment to Agreement#16-6621
Period 5
10/21/2029-10/20/2030
Product Qty Fee Billing Frequency
Choice Customer Success Package 1 USD 8,742.04 Annuai
Cornerstone Learning Management Suite 2,250 USD 39,339.19 Annua
Cornerstone Performance Suite 2,250 USD 39,339.19 Annual
Cybert9 Enterprise 2,250 USD 57,277.53 Annuai
DomainKeys Identified Mail 1 USD 1,655.72 Annual
Inbound Data Feed-CU/Users(IDF) 1 USD 4,371.02 Annual
Connector(s)
J.J.Keller-Workplace Safety and Human 2.250 USD 18,254.30 Annual
Resources Bundle
Single Sign On-Standard(SSO) 1 USD 4,371.02 Annual
Connector(s)
Unlimited Video Hosting and Delivery 1 USD 3,122.15 Annual
Period Subtotal: USD 176,472.16
Invoicing Schedule
Payment terms for this Order shall be Due on receipt.
Fees are invoiced beginning on the Start Date(s) in accordance with the Billing Frequency. If required, fees are pro-rated
based on the actual number of days in the billing frequency period. One-time fees are invoiced on the Order Start Date.Any
usage product will be billed monthly in arrears based on actual usage. Notwithstanding the foregoing, one-time fees for
services on a SOW shall be invoiced in accordance with the billing terms set out in the applicable SOW.Except as otherwise
expressly set forth herein, all purchases are non-cancelable and non-refundable. Fees are exclusive of applicable sales, use,
VAT,GST,digital tax,DST,and other taxes and are net of withholding taxes.
Terms and Conditions
This Order is hereby incorporated into and made part of the parties'master agreement(the"Agreement"). If the term of the
Agreement is set to expire prior to the end of the Order Term,the term of the Agreement is hereby extended through the end
of the Order Term for the purposes of this Order.
Some Content is hosted by third-party content providers.These provides may process personal information(e.g.,Active User
identification, course tracking, etc.) only as necessary to provide the Content in accordance with AICC, SCORM, or
equivalent standards.The list,locations,and security and privacy policies of such providers are available upon request.
Purchased course(s)shall be available from the Order Start Date above,through the earlier of:(i)the Order End Date above;
or(ii)termination/expiration of all Learning Orders;or(iii)termination of the Agreement,after which time all access/course
registrations shall be terminated or expire without refund. Course loading and hosting services are included as part of this
Order.Content subscriptions are non-transferable;they are unique to individual users.Notwithstanding the foregoing,where
Customer has purchased the Enterprise Content subscription,these subscriptions may each be reassigned one time per year
of the Order. Subject to the foregoing. Cornerstone reserves the right to invoice Clients automatically for each
subscription/registration exceeding the number purchased,based on the total Content price set forth in this Order,divided by
the total number of Active Users subscribed to/registered for that Content.
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Fifth Amendment to Agreement#16-6621 CA 0
AFFIDAVIT REGARDING LABOR AND SERVICES
AND CONTRACTING WITH ENTITIES OF FOREIGN COUNTRIES OF CONCERN PROHIBITED
ct is executed, renewed,or
Effective July
me 1, 2024,pursuant ove•nmental e3),tity,otheanongovernmental ehen a ntity must provide the governmental entity withwithran
nongovernmental ntity g
affidavit signed by an officer or
representative of the
labor or services.ve�nmental entity under penalty of perjury attesting that the
nongovernmental entity does no
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entity which
2024,
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access maytonmental entity a noindividual's duagl's personal iderttiiifyingrinfo mationt unle.s enter
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of a
any of theo following!;
foreign county of concern has a controlling interest in the entity;or(c)the entity is organized under the laws of or has its principal
place of business in a foreign country of concern.
Effective July I,2025,when an entity extends or renews a contract with a governmental entity which would grant the entity access
to an individual's personal identifying information, the entity must provide the governmental entity with an affidavit signed by an
officer or representative of the entity under penalty of pejury attesting that the entity does not meet any of the criteria in paragraphs
(2)(a)_(c),§287.138.Florida Statutes.
INongovernmental Entity's Name: pyALn y.4e r\Q LX)De:MG^d 1nc
Address: 20\ CAPIef-fi \(\ 13\Yd. S1 ( WGjcan\uAlcnt_cc+ CAcluiol
Phone Number: 31 U • 153 •OauU
Authorized Representative's Name: \) 61 CnordtA r`V 0.11
Authorized Representative's Title: ( C1It6 (,JPQrcicirly cA- 1 f-kr unr, Chi( 1" fiY Qn c- u, CO4ol(
Email Address: i 7cnrY. ul V C`4�Ut •CC?rn
I. Do,Nte. Gora6,„ ('tt.� _s (Name of Authorized Representative), as authorized representative attest under
penalty of perjury that C roersel nt 1500Det/+tioai 16r• (Name of Nongovernmental Entity) does not: (1) use
coercion for labor or services as defined in § 787.06,Florida Statutes,and (2)the nongovernmental entity is not(a)owned by
a government of a foreign country of concern, (b)that a foreign country of concern does not have a controlling interest in the
entity, and(c)that the entity is not organized under the laws of or has its principal place of business in a foreign country of
concern,all a ohibited under§ 287.138,Florida Statutes.
Under salty of:erju de- arc t it I have read the foregoin Aftidav• and that the facts stated in it are true.
(Signature of authorized •• esentative) Date
STATE OF
COUNTY OF
Sworn to(or affirmed)and subscribed before me,by means of O physical presence or 0 of �t. • nzation this
day of ,20 ,by (Name of A fast fit, ced his Florida Driver's License as
identification. O�Q� G
Notary Public V‘f9
tefCgs Commission Expires
Personally Know 1 •R Produced Identification 0
. of Identification Produced:
•ca
CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE § 8202
0 See Attached Document (Notary to cross out lines 1-6 below)
0 See Statement Below (Lines 1-6 to be completed only by document signer(s), not Notary)
Signature of Document Signer No. 1 Signature of Document Signer No. 2 (if any)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document.
State of California ) Subscribed and sworn to (or affirmed)
before me on this 22nd day of
County of Los Angeles ) September, 2025, by DAVID ARKLEY,
proved to me on the basis of
satisfactory evidence to be the person
who appeared blare m�,•
` -�. , SIWUEL ubhc D amorni21
n.= Notary Public•California
Lis Angeles County Signature
i;`A+'F Commission 12470619 VI at.#re of Al- .ry Pu.lic
My Comm,Expires Nov 10,2027
Seal
Place Notary Seal Above
OPTIONAL
Though this section is optional, completing this information can deter alteration of the document
or fraudulent reattachment of this form to an unintended document.
Description of Attached Document
` Title or Type of Document: AFFIDAVIT REGARDING LABOR AND SERVICES
Document Date: undated
Number of Pages: 1 Signer(s) Other Than Named Above: