#09-5255 (LeverX, Inc.)
Contract 09-5255
SAP Document Management System Consulting and Implementation Services
CONTRACT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this 28th day of July, 2009, by and between the
Board of County Commissioners for Collier County, Florida, a political subdivision of the State of
Florida (hereinafter referred to as the "COUNTY" or "OWNER") and LeverX, Inc., authorized to do
business in the State of Florida, whose business address is 800 West EI Camino Real, Suite 180,
Mountain View, California 94040 (hereinafter referred to as the "CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional SAP
Document Management System Consulting and Implementation Services expeditiously when a
need arises in connection with the SAP Document Management System; and
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional SAP Document Management System
Consulting and Implementation Services (hereinafter the "Services") as herein set forth. The term
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"Services" includes all Additional Services authorized by written Change Orders as hereafter
provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $300,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in
a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be
at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services,
said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement
with respect to such Services, including, but not limited to the scope, compensation and schedule for
performance of those Services, a Work Order shall be prepared which incorporates the terms of the
understanding reached by the parties with respect to such Services and if both parties are in
agreement therewith, they shall jointly execute the Work Order.
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1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or guarantee
unto CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.3 CONSULTANT hereby designates Alan F. Mendel as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified Information Technology professional to serve as CONSULTANT'S project
coordinator for the Services to be provided under that Work Order (hereinafter referred to as the
"Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the
CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to
be provided and performed under the Work Order. Further, the Project Coordinator has full authority
to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order.
The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
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CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
1.4 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.5 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional SAP Document Management System Consulting and Implementation Services
that will be required under this Agreement. The CONSULTANT agrees that all services to be provided
by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval
and shall be in accordance with the generally accepted standards of professional practice in the State
of Florida, as well as in accordance with all applicable laws, statutes, ordinances, codes, rules,
regulations and requirements of any governmental agencies, including the Florida Building Code
where applicable, which regulate or have jurisdiction over the Services to be provided and performed
by CONSULTANT hereunder. In the event of any conflicts in these requirements, the CONSULTANT
shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER
regarding resolution of each such conflict. OWNER'S approval of any design documents in no way
relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for
successful completion of the Services required under the subject Work Order.
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1.6 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed, any non-public information concerning the
Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its
employees, agents, subconsultants and subcontractors to comply with the provisions of this
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas.
ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Administrative Procedures in effect at
the time such services are authorized. Except in an emergency endangering life or property, any
Additional Services must be approved in writing via an Amendment or Change Order to the subject
Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional
Services commenced without such express prior written approval. Failure to obtain such prior written
approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such
Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but
rather a part of the Services originally required of CONSULTANT under the subject Work Order. If
OWNER determines that a change in a Work Order is required because of the action taken by
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CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a Project Manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
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(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing
specifications, product literature, previous reports and any other data relative to
the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Services to be rendered by CONSULTANT shall be commenced, performed and completed in
accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
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4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
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4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from July 28, 2009 through two (2) years from that date, or until
such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have
been completed. This Agreement may be renewed for an additional two (2) years, renewable
annually. Any such annual renewal shall be agreed to, in writing, by both parties.
ARTICLE 5
COMPENSA TION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
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the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement, in conjunction with the renewal of this Agreement provided for
in paragraph 4.6 above, as directed by OWNER.
5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
performance of the Services, at its direct cost with no markup, to the extent such reimbursement is
permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below.
5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.2.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.2.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.2.2.4.
Expense of models for the OWNER'S use.
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5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
5.2.2.6
Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of
the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSULTANT in the performance of the Services.
5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.5 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.6 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
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ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, specifications, maps, evaluations, reports and other technical data, other than
working papers, prepared or developed by or for CONSULTANT under the applicable Work Order
("Project Documents"). OWNER shall specify whether the originals or copies of such Project
Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all
costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or task. CONSULTANT also acknowledges OWNER may be making Project Documents
available for review and information to various third parties and hereby consents to such use by
OWNER.
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ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
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but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or
utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation
shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may
be available to an indemnified party or person described in this paragraph 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability
policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of
this Agreement shall name Collier County Board of County Commissioners, Collier County, Florida, as
an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a
severability of interests provisions.
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9.3.2 Companies issuing the insurance policy or policies shall have no recourse against
OWNER for payment of premiums or assessments for any deductibles which all are at the sole
responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-
insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained
by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.0. form with no limiting endorsements, must reference and identify this
Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of
Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI"
or higher.
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ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be considered CONSULTANT'S staff for the services to be delivered under this Agreement. No
provision of this Agreement shall, however, be construed as constituting an agreement between the
OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give
any such party or any third party any claim or right of action against the OWNER beyond such as may
then otherwise exist without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. All personnel, subconsultants and subcontractors
identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
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OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a contract for the professional services of CONSULTANT. It is agreed that
either party hereto shall at any and all times have the right and option to terminate this Agreement by
giving to the other party not less than thirty (30) days prior written notice of such termination. Upon
this Agreement being so terminated by either party hereto, neither party hereto shall have any further
rights or obligations under this Agreement subsequent to the date of termination, except that Services
specified to be performed under a previously issued Work Order, shall proceed to completion under
the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days' written notice of the material default.
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12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is
determined for any reason that CONSULTANT was not in default, or that its default was excusable, or
that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
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12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the OWNER payment for Services performed through the termination date, but in no
event shall CONSULTANT be entitled to payment for Services not performed or any other damages
from Owner.
A-20
ARTICLE 13
CONFLICT OF INTEREST
13.1 CONSULTANT 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. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 14
MODIFICATION
14.1 No modification or change in this Agreement shall be valid or binding upon either party unless
in writing and executed by the party or parties intended to be bound by it.
ARTICLE 15
NOTICES AND ADDRESS OF RECORD
15.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to
the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
address of record:
Board of County Commissioners,
Collier County Florida
Purchasing Department, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Telephone: 239-252-8407
Fax: 239-252-6584
A-21
15.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
LeverX, Inc.
800 West EI Camino Real, Suite 180
Mountain View, California 94040
Attention: Dr. Victor Lozinski, CEO
Telephone: 650-969-4405
Fax: 650-887-041 0
15.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 16
MISCELLANEOUS
16.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and
assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
16.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof
shall impair the rights or liabilities of either party.
16.3 This Agreement is not assignable, or otherwise transferable In whole or in part, by
CONSULTANT without the prior written consent of OWNER.
16.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Agreement.
A-22
16.5 The headings of the Articles, Schedules, Parts and Attachments as contained In this
Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or
change the provisions in such Articles, Schedules, Parts and Attachments.
16.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the
entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matter set forth herein, and any such
prior agreements or understanding shall have no force or effect whatever on this Agreement.
16.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall
survive the expiration or termination of this Agreement.
16.8 This Agreement may be simultaneously executed in several counterparts, each of which shall
be an original and all of which shall constitute but one and the same instrument.
16.9 This Contract consists of the attached component parts, all of which are as fully a part of the
contract as if herein set out verbatim: Contractor's Proposal, Insurance Certificate, RFP #09-5255
Specifications/Scope of Services, Schedule A - Work Order, Schedule B - Fee Schedule and
Schedule C - Insurance Coverage.
ARTICLE 17
APPLICABLE LAW
17.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
and by such laws, rules and regulations of the United States as made applicable to Services funded
by the United States government. 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
A-23
.....__..._._w._._______._,..._-.... ~
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 18
DISPUTE RESOLUTION
18.1 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 CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER 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
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'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.
18.2 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.
A-24
ARTICLE 19
IMMIGRATION LAW COMPLIANCE
19.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et sea. and regulations
relating thereto, as either may be amended. Failure by the Consultant 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.
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for
SAP Document Management System Consulting and Implementation Services the day and year first
written above.
ATTEST: .
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
Dwight ~iB,bbitr.I~r,k
::~e:~~OC .
AtWR,. te"o-.,,,.. .
.t"H"t:.~)>"-
Approved as to form and
'e~u7?j~ L
~~~~~
Witn~
Tiffinv Owens
Typed Name and Title
~~.~-
Kim Kehl
Typed Name and Title
By: tF~ d~
Donna Fiala, Chairman
~~:;p(fA-/4
Alan F. Mendel. Vice President
Typed Name and Title
A-25
SCHEDULE A
Work Order
Agreement for SAP Documents Management System Consulting and Implementation Services, Dated:
(RFP 09-5255)
,20_
This Work Order is for SAP Document Management Consulting and Implementation Services for work known as:
The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order.
In accordance with Terms and Conditions of the Agreement referenced above, this Work Order is assigned to: name of
firm.
Scope of Work: As detailed in the attached proposal and the following:
* Task I
* Task II
* Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance
with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _X_Time &
Material (established hourly rate - Schedule B) _Cost Plus Fixed Fee, as provided in the attached proposal. (Define
which method will be used for which tasks)
TOTAL FEE
$
$
$
$
Task I
Task II
Task III
Method of Compensation: (by task, by deliverable)
Any change made subsequent to final department approval will be considered an additional service and charged
according to Schedule "A" of the original Contract Agreement.
PREPARED BY:
name and title
Date
APPROVED BY:
Department Director, Department Name
Date
ACCEPTED BY: Company name
Signature of Authorized Company Officer
Date
Type or Print Name and Title
A-26
SCHEDULE B
Collier County Fee Schedule
RFP 09-5255
"SAP Document Management System Consulting and Implementation Services"
Position/Job Title Area of Expertise Hourly Hourly
Rate Rate
Onsite Offsite
Sr. PLM Consultant Knowledgeable across a wide $185 $185
variety of SAP PLM functions.
This includes DMS, cProjects,
cFolders, RPM, DMS
infrastructure components
(content server, cache server,
conversion server). and
workflow. This resource is
considered a lead architect
Basis Consultant Supports the installation SAP $165 $165
infrastructure components,
including content server, cache
server, and TREX.
RP M/cProjects/cF olders Expert in the area of $165 $165
Consultant RPM/cProjects/cFolders. Works
with client to identify business
requirements. Based on
business requirements, able to
identify impact to SAP system
based and make necessary
confiqurations to achieve qoals.
DMS Consultant Expert in the area of SAP DMS. $165 $165
Works with client to identify
business requirements. Based
on business requirements, able
to identify impact to SAP system
based and make necessary
confiqurations to achieve qoals.
Workflow/ABAP Supports the development of $165 $120
Consultant workflow and any reports or
enhancements in the SAP
system.
B-1
Records Management
Consultant
Support the installation of 3r $200 $200
party conversion software for
neutral file eneration.
Expert in the area of SAP RMS. $165 $165
Works with client to identify
business requirements. Based
on business requirements, able
to identify impact to SAP system
based and make necessary
confi urations to achieve oals.
3r Part Conversion
Software Consultant
This list is not intended to be all-inclusive. Hourly rate fees for other categories
of professional, support and other services shall be mutually negotiated by the County
and firm on a project by project basis as needed.
B-2
SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
has acquired and put in place the insurance coverages and limits required hereunder.
In addition, certified, true and exact copies of all insurance polices required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
contain a provision that coverages afforded under the policies will not be canceled or
C-1
allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
C-2
purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
engaged in the work under this Agreement in accordance with the laws of the State of
Florida. The amounts of such insurance shall not be less than:
C-3
a. Worker's Compensation - Florida Statutory Requirements
b. Employers'Liability
x
$500,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
$1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
_ Applicable _X_ Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable _X_ Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? _X_ Yes _ No
(1) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
C-4
Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_X_General Aggregate
Each Occurrence
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$1,000,000
$1,000,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or its designee.
(3) The OWNER shall be named as an Additional Insured and the policy shall
be endorsed that such coverage shall be primary to any similar coverage carried by the
OWNER.
C-5
(4) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable _X_ Not Applicable
(5) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable _X_ Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? _X_ Yes _ No
(1) Automobile Liability Insurance shall be maintained by the CONSULTANT
for the ownership, maintenance or use of any owned, non-owned or hired vehicle with
limits of not less than:
_X_ Bodily Injury & Property Damage - $ 500,000
Bodily Injury & Property Damage - $1,000,000
C-6
T .., !!Ill........" r
UMBRELLA LIABILITY
(1) Umbrella Liability may be maintained as part of the liability insurance of
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
(2) The policy shall contain wording to the effect that, in the event of the
exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will
"drop down" to apply as primary insurance.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement?
X Yes
No
(1) Professional Liability Insurance shall be maintained by the CONSULTANT
to insure its legal liability for claims arising out of the performance of professional
services under this Agreement. CONSULTANT waives its right of recover against
OWNER as to any claims under this insurance. Such insurance shall have limits of not
less than:
_ $ 500,000 each claim and in the aggregate
_X_ $1,000,000 each claim and in the aggregate
_ $2,000,000 each claim and in the aggregate
_ $5,000,000 each claim and in the aggregate
(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
C-7
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the application of the aggregate limits provision. In addition,
CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours
after receipt, of any notices of expiration, cancellation, non-renewal or material change
in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20%) reduction in the aggregate limit of any policy,
CONSULTANT shall immediately take steps to have the aggregate limit reinstated to
the full extent permitted under such policy. CONSULTANT shall promptly submit a
certified, true copy of the policy and any endorsements issued or to be issued on the
policy if requested by OWNER.
C-8
31248 Lcverx, Inc.
Acord Certificate (page loll)
8/7/2009 3: 14:49 PM
ACORo'M CERTIFICA TE OF LIABILITY INSURANCE I DATE
8/7/2009
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
TECHINSURANCE ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
l301 Central Expy South, Suite 115 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
Allen, TX, 75013 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
(800) 668-7020 INSURERS AFFORDING COVERAGE
---------~-~_.._~--_._~--_._-_._~._-_._------~_.-_.._---",. _m~ -------------------.- --
INSURED -'-NSUR~~~~1:~~____ _____________
,..---- ---
Leverx, Inc. INSURER B The Hartford
800 W EI Camino Real, Ste 180 -'--- -_.._--~~.._-~---_._----_._--_.-
INSURER C: ACE-American
Mountain View, CA 94040 -- ----
INSURER D:
__'d'.'_'_'''' ----" --~ --"-~.- ------.---
INSURER E:
COVERAGES
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
POLlCIES_ AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS_
INSR --------- ------ ----- ---------'POUCy EF-FECTlVE- -POLICY EXPIRATION
LTR TYPE OF INSURANCE POLICY NUMBER ' DATE MMIDDNY DA MMIDDNY LIMITS
GENERAL LIABILITY
X
COMMERCIAL GENERAL LIABILITY 2090970044
CLAIMS MADE ~ OCCUR
A
MED .~~f'Ji\n-1'D~e-.p-er~n)
$ 1,000,000
$ 300,000
$ 10,000
~--
$ 1,000,000
$ 2,000,000
$ 2,000,000
11/1012009
PERSONAL & ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
LOC
AUTOMOBILE LIABILITY
COMBINED SINGLE LIMIT
(Ea accident)
$ $1,000,000
A
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
X HIRED AUTOS
X NON-OWNED AUTOS
2090970044
11/10/2008
11/10/2009
BODILY INJURY
(Per person)
BODILY INJURY
(Per accident)
PROPERTY DAMAGE
(Per accident)
GARAGE LIABILITY
ANY AUTO
AUTO ONLY - EA ACCIDENT
OTHER THAN
AUTO ONLY:
EA ACC
AGG
EXCESS LIABILITY
X OCCUR [] CLAIMS MADE 2090970044
EACH OCCURRENCE
$ 5,000,000
5,000,000
1111 0/2008
11/10/2009
AGGREGATE
A
DEDUCTIBLE
X RETENTION
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
46WECPI7528
8/10/2009
811 0/20 I 0
$ J ,000,000
_~L-,-DIS_E~l'>!O_- EA EMPLOYEE $ I ,OOO,OO~._
E.L DISEASE - POLICY LIMIT 1,000,000
CLAIMS-MADE
OCCURRENCE $5,000,000
AGGREGATE $5,000,000
10,000
B
OTHER
C PROFESSIONAL LIABILITY
(Errors & Omissions)
FIDELITY BOND
(Third Party Employee Dishonesty)
G2159426A002
6/7/2009
6/7/2010
EACH OCCURRENCE
EMPLOYMENT PRACTICES LIABILITY
EACH OCCURRENCE
DESCRIPTION OF OPERATIONS/LOCATlONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
Collier County Board of County Comissioners and the Board of County Commissioners is named as an additional insured with respects to General
Liability policy, automobile liability and umbrella excess liability coverage. Waiver of subrogation in favor of the certificate holder with regard to t
general liability coverage.
CERTIFICA TE HOLDER
X ADDITIONAL INSURED; INSURER LETTER; A
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL
30
DAYS WRITTEN
Collier County
Board of County Commissioners and the BOCC*
2800 N. Horseshoe Drive
Naples, FL 34104
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE 'NSURER, ITS AGENTS OR
REPRESENTA TIVES.
AUTHORIZED REPRESENTATIVE
@ACORDCORPORATION 1988
ACORD 25-$ (7/97)
ITEM NO.:cA,})tu: "Q~~_ II. t U(+."'IC.t UP~Bt. ,. RECEIVED:
4 ?w~ v....... I.XlI H'/ry /\i'F)P~JF:\
FILE NO.: (fLtr S +- ~
ROUTED TO: D"; ~ t~ J..o ?,lfCJ ~,llr; 13 AM Ii: 50
~ (J ..s )JYI' SP-'l
DO NOT WRITE ABOVE TH~{~ 1
Date:
REQUEST FOR LEGAL SERVICES
."-
August 12, 2009 ~ l
Office of the County Allorne~. 8 ~ 1tI-
~:: :a::::, C.PM, Contract Specialist \f:: k /J I-I
Purchasing Department, Extension 2667 )-rp"-- vCP-- '3 ('70'
To:
From:
Re:
Contract: #09-5255 "SAP Document Management System Consulting
and Implementation Services"
Contractor: LeverX, Inc.
BACKGROUND OF REQUEST:
This Contract was approved by the BCC on July 28, 2009, Agend~-:~)
Item 16.E.9 ~
This item has not been previously submitted.
ACTION REQUESTED:
Contract review and approval.
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any
questions concerning the document, please contact me. Purchasing would
appreciate notification when the documents exit your office. Thank you.
C: Tracey Payne, IT
MEMORANDUM
'..-~
TO:
FROM:
Ray Carter
Risk Management Department
Lyn M. Wood, C.P.M., Contract Specialist ~
Purchasing Department tj1 :1' ~
DATE:
August12,2009
RE:
Review Insurance for Contract: #09-5255 "SAP Document
Management System Consulting and Implementation Services"
Contractor: LeverX, Inc.
This Contract was approved by the BCC on July 28, 2009, Agenda Item
16.E.9
Please review the Insurance Certificates for the above referenced contract. If
everything is acceptable, please forward to the County Attorney for further
review and approval. Also, will you advise me when it has been forwarded.
Thank you. If you have any questions, please contact me at extension 2667.
dod/LMW
RECE\VED
AUG \ 2 2009
RISK MANAG.E~
~Ioq
C: Tracey Payne, IT
mausen_g
From:
Sent:
To:
Cc:
Subject:
RaymondCarter
Thursday, August 13, 20099:47 AM
LynWood
DeLeonDiana; PayneTracey; mausen_g
Contract 09-5255 "SAP Document Management System Consulting and Implementation
Services"
All, I have approved the Certificate of Insurance provided by LeverX, Inc. for contract 09-5255 which will now be
forwarded to the County Attorney's Office for their review.
Thank you,
Ray
~ Ca1r.t.c.h.
Manager Risk Finanace
Office 239-252-8839
Cell 239-821-9370
1
www.sunbiz.org - Department of State
Page 1 of2
~ %"~,~~k.'" ,
FLORIDA DEPARTMENT OF STATE ,~ ~ 'h ,'% ~ 'i' ' 41"
Dl\IslO~ OF CORPORHIO\s ._ _ ,,'nf,lZ. _.:~~.!ilr _
~~",>:~' I:)
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Foreign Profit Corporation
LEVERX, INC.
Filing Information
Document Number F09000002760
FEI/EIN Number NONE
Date Filed 07/10/2009
State CA
Status ACTIVE
Principal Address
800 WEST EL CAMINO REAL, SUITE 180
MOUNTAIN VIEW CA 94040
Mailing Address
800 WEST EL CAMINO REAL, SUITE 180
MOUNTAIN VIEW CA 94040
Registered Agent Name & Address
CORPDIRECT AGENTS, INC.
515 EAST PARK AVENUE
TALLAHASSEE FL 32301 US
Officer/Director Detail
Name & Address
Title CP
LOZINSKI, VICTOR
800 WEST EL CAMINO REAL, SUITE 180
MOUNTAIN VIEW CA 94040
Title VC
MENDEL, ALAN
800 WEST EL CAMINO REAL, SUITE 180
MOUNTAIN VIEW CA 94040
Title DT
KUTSAK, LARISA
800 WEST EL CAMINO REAL, SUITE 180
MOUNTAIN VIEW CA 94040
Annual Reports
No Annual Reports Filed
Document Images
http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inCL doc number= F0900000276... 817/2009
www.sunbiz.org - Department of State
Page 2 of2
07/1 O/:zOOQ =~EQ[eignJ?rofit
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I Note: This is not official record. See documents if question or conflict I
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No Events
No Name History
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Copyrigllt and Privacy Policies
Copynght <1='; 2007 State of Florida, Department of State.
http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&inq_ doc _ number= F0900000276... 8/7 /2009
RLS # 07- I~- ~/3o;2
CHECKLIST FOR REVIEWING CONTRACTS
Entity Name:
J....t.v~{C..x ) (f..Je!.
Insurance
Insurance Certificate attached?
Insured registered in Florida?
Contract # &/or Project referenced on Certificate?
Certificate Holder name correct (BCC)?
Commercial General Liability
General Aggregate Required $ I Mol L
Products/Compl/Op Required $
Personal & Advert Required $
Each Occurrence Required $
Fire/Prop Damage Required $
Automobile Liability
Bodily Inj & Prop Required $ S"f)().000
Workers Compensation '
Each accident Required $ SOP; Qt)t'J
Disease Aggregate Required $
Disease Each Empl Required $
Umbrella Liability
Each Occurrence Provided $ .5' MiL
Aggregate Provided $ ~ I
Does Umbrella sufficiently cover any underinsured portion?
Professional Liability
Each Occurrence Required $ I ~ \ L
Per Aggregate Required $
Other Insurance
Each Occur Type:
Entity name correct on contract?
Entity registered with FL Sec. of State?
Required $
County required to be named as additional insured?
County named as additional insured?
Indemnification
Does indemnification meet County standards?
Is County indemnifying other party?
Performance Bond
Bond requirement referenced in contract?
If attached, expiration date of bond
Does dollar amount match contract?
Agent registered in Florida?
Provided $
Provided $
Provided $
Provided $
Provided $
Provided $
Provided $
Provided $
Provided $
_~Yes No
~es No
/Yes No
V Yes No
V Yes No
~Yes No
Z Ml "- Exp. Date v.( If) I Pct
\ \ Exp. Date I'
I MIL. Exp. Date , /
l \ Exp. Date , I
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~Yes No
Exp. Date (,1,., 1.J.()ft)
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Provided $ S #vi. l L
Provided $ ~ ·
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Provided $
Exp Date_
vYes
v-Yes
No
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Yes
No
~No
Yes
No
Signature Blocks
Correct executor name in signature block?
Correct title of executor?
Executor authorized to sign for entity?
Proper number of witnesses/notary?
Authorization for executor to sign, if necessary:
Chairman's signature block?
Clerk's attestation signature block?
County Attorney's signature block?
Attachments
Are all required attachments included?
Yes
Yes
No
No
~Yes
vYes
vYes
--.iLYes
No
No
No
No
~Yes
VYes
-----1L... Y es
No
No
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~Yes
No \
Reviewer Initials: ~
Date: 811~ f)fI
04-COA-01OJ 222
Page 1 of 1
colli_m
From: LynWood
Sent: Friday, August 14, 20099:16 AM
To: Alan F. Mendel
Cc: colli m
Subject: RE: 09-5255 SAP Document Management
Just this email. Thanks, Alan.
s~
From: Alan F. Mendel [mailto:alan.mendel@leverx.com]
Sent: Friday, August 14, 20099:15 AM
To: LynWood
Subject: Re: 09-5255 SAP Document Management
Lyn,
All the signatures on the signature pages I sent in the FedEx to you are all originals made by me and
two adults who were available in person to sign as witnesses that day. What do you need from me
further to respond to the County Attorney's questioning?
Alan Mendel
Vice President
LeverX, Inc.
800 West EI Camino Real
Suite 180
Mountain View, CA 94040
Tel: (801) 453-9220
Email: Alan.MeDd~I~L~YerX.GQm
Website: www.l.~verX.QQm
On Aug 14,2009, at 6:14 AM, LynWood wrote:
Alan, County Attorney's office is questioning whether your signatures are original. Lyn
8/14/2009
MEMORANDUM
Date:
August 17, 2009
To:
Lyn Wood, Contract Specialist
Purchasing Department
From:
Ann Jennejohn, Deputy Clerk
Minutes and Records Department
Re:
Contract #09-5255 "SAP Document Management
System Consulting & Implementation Services"
Contractor: LeverX, Inc.
Attached is an original document, referenced above (Agenda Item #16E9)
approved by the Board of County Commissioners Tuesday, July 28, 2009.
The second original contract will be held in the Minutes and Records
Department with the Official Records of the Board.
If you should have any questions please contact me at 252-8406.
Thank you.
Attachment
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