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Agenda 07/12/2016 Item #16F 2 7/12/2016 16.F.2. EXECUTIVE SUMMARY Recommendation to award Request for Proposal #16-6648 to Ignite Software Holdings, LLC for the purchase of internal controls and business risk assessment software and authorize the necessary budget amendment(Fiscal Impact FY 17 not to exceed $161,100). OBJECTIVE: To purchase internal controls cloud based software and technical support services for the County Manager's Agency. CONSIDERATIONS: The County Manager's Office is dedicated to implementing an agency-wide solution of internal controls, which provides for process improvements, fraud mitigation, adapting to shifting environments, evolving demands, changing risks and new priorities. The program and software aims to provide management with reasonable assurance regarding achievement of the Agency's objectives in operations, reporting, and compliance through use of the Internal Control - Integrated Framework established by The Committee of Sponsoring Organizations (COSO). COSO is comprised of: The American Institute of Certified Public Accountants (AICPA), American Accounting Association (AAA), Financial Executives International (FEI), Institute of Management Accountants (IMA) and The Institute of Internal Auditors(IIA). The County issued Request for Proposal (RFP) #16-6648 on May 3, 2016. Notices were sent to 1,079 firms; 30 firms requested the full RFP package. Responses were received from 2 firms by the May 31, 2016 due date. The selection committee reviewed, ranked, and selected Ignite Software Holdings, LLC as the most qualified and recommends award of a contract. The agreement is a one-year contract with three, one year renewal options and the prices will remain firm during the initial and renewal terms. FISCAL IMPACT: A budget amendment is required moving $161,100 from the County Wide Capital Projects Fund (301) reserves to the Corporate Performance Improvements project number(51036) within the County Wide Capital Projects Fund (301). Source of funding is a transfer from the General Fund. LEGAL CONSIDERATIONS: This item is approved as to form and legality, and requires majority vote for Board approval.—SRT GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan associated with this Executive Summary. RECOMMENDATION: That the Board of County Commissioners awards RFP #16-6648, to Ignite Software Holdings, LLC, for Internal Control and Business Risk Assessment Software; authorizes the Chair to execute the attached contract and authorizes the necessary budget amendment. PREPARED BY: Larry Tracz,Interim Senior Internal Controls Manager Attachments: 1)RFP#16-6648 2)Final Ranking 3)Ignite's Proposal 4)Contract#16-6648 5)Internal Controls Software—Contractual Fiscal Impact Packet Page -1587- 7/12/2016 16.F.2. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.F.16.F.2. Item Summary: Recommendation to award Request for Proposal #16-6648 to Ignite Software Holdings, LLC for the purchase of internal controls and business risk assessment software and authorize the necessary budget amendment (Fiscal Impact FY 17 not to exceed $161,100). Meeting Date: 7/12/2016 Prepared By Name: Michael Stark Title: Manager-Internal Controls, 6/23/2016 10:47:21 AM Approved By Name: HerreraSandra Title: Manager-Procurement,Procurement Services Date: 6/23/2016 12:06:52 PM Name: JohnsonScott Title: Manager-Procurement, Procurement Services Date: 6/23/2016 10:28:04 PM Name: KearnsAllison Title: Interim Procurement Director Date: 6/24/2016 9:35:37 AM Name: TraczLarry Title: Manager-Internal Controls Date: 6/24/2016 11:39:59 AM Name: HallSwainson Title: Procurement Specialist,Procurement Services Date: 6/24/2016 2:32:19 PM Name:NiemanMichael Title: Manager-Corp Comp and Internal Review Packet Page -1588- 7/12/2016 16.F.2. Date: 6/24/2016 4:29:19 PM Name: KlatzkowJeff Title: County Attorney, Date: 6/27/2016 9:13:17 AM Name: UsherSusan Title: Management/Budget Analyst, Senior, Office of Management&Budget Date: 6/30/2016 1:57:40 PM Name: CasalanguidaNick Title: Deputy County Manager, County Managers Office Date: 7/5/2016 12:50:56 PM Packet Page-1589- 7/12/2016 16.F.2. REQUEST FOR PROPOSAL Cotter County Administrative Services Department Procurement Services Division COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Solicitation 16-6648 Internal Control Software Swainson Hall, Procurement Strategist 239-252-8935(Telephone) 239-252-6334 (Fax) swainsonhall(a�collieroov.net(Email) This proposal solicitation document is prepared in a Microsoft Word format. Any alterations to this document made by the Vendor may be grounds for rejection of proposal, cancellation of any subsequent award, or any other legal remedies available to the Collier County Government. w Pray ren notm ev DMsion•3327 Tamiami Trai!EastNaples,Florida 34112-4901.23-232-}107•wrmv.c©dGergovnettprocuremeniserw7ces Packet Page-1590- 7/12/2016 16.F.2. Table of Contents LEGAL NOTICE 3 EXHIBIT I:SCOPE OF WORK,SPECIFICATIONS AND RESPONSE FORMAT 4 SEE ATTACHMENT 5:AFFIDAVIT FOR CLAIMING STATUS AS A LOCAL BUSINESS 16 EXHIBIT II:GENERAL RFP INSTRUCTIONS 17 EXHIBIT III:COLLIER COUNTY PURCHASE ORDER TERMS AND CONDITIONS 21 EXHIBIT IV:ADDITIONAL TERMS AND CONDITIONS FOR RFP 25 ATTACHMENT 1:VENDOR'S NON-RESPONSE STATEMENT 34 ATTACHMENT 2:VENDOR CHECK LIST 35 ATTACHMENT 3:CONFLICT OF INTEREST AFFIDAVIT 36 ATTACHMENT 4:VENDOR DECLARATION STATEMENT 37 ATTACHMENT 5:AFFIDAVIT FOR CLAIMING STATUS AS A LOCAL BUSINESS 39 ATTACHMENT 6: IMMIGRATION AFFIDAVIT CERTIFICATION 40 ATTACHMENT 7:VENDOR SUBSTITUTE W—9 41 ATTACHMENT 8: INSURANCE AND BONDING REQUIREMENTS 42 16-6648 RF P_Non_CC NATem pl ate_01202016 2 Packet Page-1591- 7/12/2016 16.F.2. Coter County Administrative Services Department Procurement Seryices Division Legal Notice Sealed Proposals to provide an Internal Control Software will be received until 3:00PM Naples local time, on May 31, 2016 at the Collier County Government, Purchasing Department, 3327 Tamiami Trail E, Naples, FL 34112. Solicitation 16-6648 Internal Control Software Services to be provided may include, but not be limited to the following: providing a complete internal controls software solution. A non-mandatory pre-proposal conference will be held on May 12, 2016, commencing promptly at 10:00AM, and will be held in the Purchasing Department Conference Room, Collier County Government, Purchasing Department, 3327 Tamiami Trail E, Naples, FL 34112. If this pre-proposal conference is denoted as "mandatory", prospective Vendors must be present in order to submit a proposal response. All statements shall be made upon the official proposal form which may be obtained on the Collier County Purchasing Department Online Bidding System website: www.colliergov.net/bid. Collier County does not discriminate based on age, race, color, sex, religion, national origin, disability or marital status. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, BY: /S/ Joanne Markiewicz Director, Procurement Services This Public Notice was posted on the Collier County Purchasing Department website: www.colliergov.net/purchasing and in the Lobby of Purchasing Building "G", Collier County Government Center on May 3, 2016 .wr>. Froaromort3cAxestspartm"rt•3327TumiuciTrutE3si•Nsoles;Florida 34112-49Ot.www.co5 rgay.nntpjrchasing 16-6648 R F P_N o n_CC NATe m p l ate_01202016 3 Packet Page -1592- 7/12/2016 16.F.2. Exhibit I: Scope of Work, Specifications and Response Format As requested by the Collier County Government County Manager's Agency/Departments (hereinafter, the "Agency"), the Collier County Board of County Commissioners Procurement Services Division (hereinafter, "County") has issued this Request for Proposal (hereinafter, "RFP") with the intent of obtaining proposals from interested and qualified Consultants in accordance with the terms, conditions and specifications stated or attached. The Consultant, at a minimum, must achieve the requirements of the Specifications or Scope of Work stated. The results of this solicitation may be used by other County departments once awarded according to the Board of County Commissioners Purchasing Policy. Background Collier County is located in Southwest Florida. Naples, the seat of Collier County, is about thirty (30) miles south of Fort Myers and the Southwest Florida International Airport (RSW). The full time population of Collier County is about three hundred twenty thousand (320,000) although a seasonal peak of about four hundred fifty thousand (450,000) occurs between January and April. The structure of the Collier County Government is based on the standard constitutional form of county governments in Florida. The Agency which has a net budget of approximately $981 million dollar annual operating and capital budget services the following within its departments: • Public Utilities: builds and maintains potable water, re-use water and wastewater systems; manages residential and commercial solid waste collection franchise contracts; operates landfill and recycling operations. • Growth Management: builds and maintains roadways, right of ways and stormwater systems; planning, zoning, permitting, building inspection, code enforcement and environmental services and responsible for oversight of operations, construction, development, improvement, and enforcement of regulations at all three (3) Collier County Airports. • Public Services: operates parks and recreation system, libraries, and social services. • Administrative Services: provides internal services such as Facilities Management, Fleet Services, Human Resources, Information Technology, Purchasing, and Risk Management and Emergency Services. • CRA: responsible for planning, promoting and implementing planned re-development projects within the CRA District. The Agency utilizes SAP as its financial system of record. Departments are initiating the implementation of a county-wide asset management system. The Public Utilities Department conducted an internal control pilot program for approximately one year utilizing Blackline cloud based software to ascertain the benefits of internal control software. The pilot program used the Committee of Sponsoring Organizations' (COSO) — Internal Control Integrated Framework as the methodology and BlackLine Software for the pilot. This framework was selected as it has rapidly become the accepted standard for publicly traded organizations as well as the federal government. The pilot program was deemed to be successful as it was able to capture, document 16-6648 RF P_Non_CCNATem plate_01202016 4 Packet Page -1593- 7/12/2016 16.F.2. and report internal controls in a variety of areas for the department. The approximate value of the software was $36,000, plus an additional $5,000 implementation fee. The Agency is moving forward with full implementation using COSO- Internal Control Integrated Framework as the methodology. COSO is the Committee of Sponsoring Organizations. Specific Organizations in COSO include prestigious organizations such as; the American Institute of Certified Public Accountants, American Accounting Association, Financial Executives International, Association of Accountants and Financial Professionals in Business, and the Institute of Internal Auditors. COSO Internal Control — Integrated Framework is now required for publicly traded organizations and the Federal Government(Green Book). The Agency has determined that it was in its best interest to proceed with a Request for Proposal and move forward with full implementation to enhance the Agency's internal control efforts utilizing the COSO — Internal Control Integrated Framework as the methodology. The County is interested in securing a software company who has an infrastructure that supports the COSO methodology. Detailed Scope of Work Collier County Board of County Commissioners is soliciting proposals for a software solution to assist with the building of a complete internal controls framework which will be a continuous monitoring tool to assist the Agency in managing its internal control risks based on the COSO Integrated Internal Control Framework/ GAO Green Book for an estimated user license base of approximately two hundred (200). • Provides for an integrated internal control structure; • Provides for anti-fraud framework; • Maps internal control points to focused attributes, principles and components; and • Develops, manages and reports internal control activities. The successful contractor will provide a user friendly "cloud based" software solution that: 1. Develops and manages COSO/GAO internal control framework. 2. Is scalable and customizable for agency wide application. 3. Manages dashboards to monitor results and current status that is scalable for all users of the system. 4. Maps internal controls from the COSO Point of Focus/GAO Attribute level to the component level. 5. Provides levels of security authorizations and permission levels, which may include administrator, editor, viewer, etc. 6. Provides for unique transaction numbering. 7. Allows for system users to display and edit internal control purpose, review instructions, policies, etc. 8. Customizes schedule of internal control review frequencies. 9. Facilitates internal control review certification though a customizable electronic workflow with various approval levels. 10. 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. 11. Tracks capabilities such as deficiency mitigation, control update implementation, best practices, etc. 12. Generates automated email reminders for deadlines, new assignments, etc. 16-6648 RF P_Non_CCNATem pl ate_01202016 5 Packet Page -1594- 7/12/2016 16.F.2. 13. Provides for customizable and scalable reporting at the agency, division or department level, and allows data to "push" or be pulled to other County applications. 14. Provides for user friendly screens, reports and integration tools. The successful contractor will be expected to: 1. Review the current data and work completed by the Agency and integrate that information into the new software (data migration); 2. Provide the Agency with a test environment on an on-going basis as the Agency may consider new functionality, reports, etc.; 3. Provide customer service and support for implementation of the new software by assisting with set-up, training and on-going support; 4. Provide a back-up, storage and retrieval system in the event of an emergency; 5. All data included within the system belongs to the Agency. 6. Provide the Agency with its data at the end of the contract and assist the Agency in a cooperative manner moving the data and history should the Agency change contractors. 7. The Contractor agrees to the Agency Technical Requirements in Exhibit 1-TACS. Term of Contract The contract term, if an award(s) is/are made is intended to be for one (1) year with three (3) one year renewal options. Prices shall remain firm for the initial term of this contract. Requests for consideration of a price adjustment must be made prior to the contract anniversary date, in writing, to the Procurement Director. Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Projected Solicitation Timetable The following projected timetable should be used as a working guide for planning purposes only. The County reserves the right to adjust this timetable as required during the course of the RFP process. Event Date Issue Solicitation Notice May 3, 2016 Last Date for Receipt of Written Questions May 25, 2016, 5:00PM, Naples Local Time Pre-Solicitation Meeting May 12, 2016, 10:00AM, Naples Local Time and Locations Addendum Issued Resulting from Written Questions or Pre- May 27, 2016 Proposal Conference Solicitation Deadline Date and Time May 31, 2016, 3:00PM, Naples Local Time Anticipated Evaluation of Submittals June 2016 Anticipated Completion of Contract Negotiations June 2016 Anticipated Board of County Commissioner's Contract Approval July 2016 Date 16-6648 R F P_N o n_C C N ATe m p l a t e_012 0 2 016 6 Packet Page -1595- 7/12/2016 16.F.2. Response Format The Vendor understands and agrees to abide by all of the RFP specifications, provisions, terms and conditions of same, and all ordinances and policies of Collier County. The Vendor further agrees that if it is awarded a contract, the work will be performed in accordance with the provisions, terms and conditions of the contract. To facilitate the fair evaluation and comparison of proposals, all proposals must conform to the guidelines set forth in this RFP. Any portions of the proposal that do not comply with these guidelines must be so noted and explained in the Acceptance of Conditions section of the proposal. However, any proposal that contains such variances may be considered non-responsive. Proposals should be prepared simply and economically, providing a straightforward concise description of the Vendor's approach and ability to meet the County's needs, as stated in this RFP. All proposals should be presented as described in this RFP in PDF or Microsoft Word format with Tabs clearly marked. If outlined in this RFP, the utilization of recycled paper for proposal submission is strongly encouraged. The items listed below shall be submitted with each proposal and should be submitted in the order shown. Each section should be clearly labeled, with pages numbered and separated by tabs. Failure by a Vendor to include all listed items may result in the rejection of its proposal. 1. Tab 1, Cover Letter/ Management Summary Complete the following information as requested to ensure consistent scoring of proposal. Submission of a signed Proposal is proposer's certification that the contractor will accept any awards as a result of this RFP. In a maximum of two (2) pages provide: • A cover letter, signed by an authorized officer of the firm, indicating the underlying philosophy of the firm in providing the services stated herein; • A brief overview of the company's goals and objectives of the project, the timeline and how the firm will accomplish the scope of work; • Include the name(s), telephone number(s) and email(s) of the authorized contact person(s) concerning proposal; • By signature of this proposal, the contractor agrees with the Agency Exhibit 1 — TACS standards, and • Provide sample software license. 2. Tab 2, Contractor and Team Qualifications (15 Points) Complete the following information as requested to ensure consistent scoring of proposal. Firms who do not provide the information as requested in the format below shall receive zero (0) points for this criterion. 16-6648 R F P_N o n_C C N ATe m p l a te_012 02 016 7 Packet Page -1596- 7/12/2016 16.F.2. Index Minimum Qualifications Questions Response 1. Indicate the number of years the firm has been in business. (number of years) 2. Indicate the number of completed software installations which have been in-service for public/governmental (number of agencies with at least 200 users, or more in the past completed five (5) years (1/1/2011 — 12/31/2015) that are similar installations) to this RFP scope of work. 3. Indicate the number of full time contractor's consultants who be assigned to the implementation of startup. (number of full time equivalents) • Provide a brief biography/resume on each consultant. 4. For the full time contractor's consultants named in item 3 above, indicate the number of successful (number of implementations for public/governmental agencies with successful at least 200 users, or more in the past five (5) years implementations) (1/1/2011 — 12/31/2015). 5. Identify the number of hours of customer support that the Agency will receive on an annual basis. (number of hours) 6. Identify the number of completed COSO implementation projects over the past three (3) years f (1/1/2013 - 12/31/2015). completed d compld projects) 7. Identify the number of COSO implementation projects currently started. (number of completed projects) 8. Provide the number of annual number of hours of customer support included in the firm's proposal (number of hours provided yo the Collier County team. annually included) TOTAL Add items 1 8 to determine the proposer's Minimum Qualifications. The consultant/vendor/proposer may supplement information regarding this criterion; however, the County will use the following methodology to score proposals. Prior to the Selection Committee reviewing proposals, the following methodology will be applied to each vendor's information provided in this area: 16-6648 RF P_Non_CC NATe m plate_01202016 8 Packet Page -1597- 7/12/2016 16.F.2. • The County shall total the proposer's Minimum Qualifications and create a ranking from highest number to lowest number. Proposers who do not turn in responses in this format will not receive any points for this section. • The greatest number of points allowed in this criterion will be awarded to the proposer who has the highest score. • The next highest proposer's number of points will be divided by the highest proposer's points which will then be multiplied by criteria points to determine the proposers points awarded. Each subsequent proposer's point score will be calculated in the same manner. • Points awarded will be extended to the first decimal point (per Microsoft Excel). For illustrative purposes only, see chart for an example of how these points would be distributed among the five proposers. Proposer Total Proposer Name Points Awarded Qualification Score Vendor ABC 285 15 Vendor DEF 235 12 Vendor GHI 225 12 VendorJKL 225 12 Vendor MNO 200 11 Vendor PQR 150 8 The points awarded by proposer will be distributed to the Selection Committee prior to their evaluation of the proposals. The Selection Committee will review the proposer's proposal to ensure consistency and completion of all tasks in the RFP, and review the Points Awarded per proposer. The Selection Committee may, at their sole discretion, modify the points assigned after a thorough review of the proposal and prior to final ranking by the final Selection Committee. 3. Tab 3, Contractor's Fiscal Stability (15 Points) Complete the following information as requested to ensure consistent scoring of proposal. Firms who do not provide the information as requested in the format below shall receive zero (0) points for this criterion. Index Fiscal Stability Questions Response 1. Provide the contractor's Dun and Bradstreet Composite Credit Appraisal rating. (number) Provide a copy of the Dun and Bradstreet report for primary proposer and all companies affiliated with the resultant proposal. 2. Indicate the number of times the contractor or their principals have filed for bankruptcy during the past five year (number) (January 1, 2011- December 31, 2015). 16-6648 RFP_N o n_C C N ATe m p l a te_012 0 2 016 9 Packet Page -1598- 7/12/2016 16.F.2. 3. Provide the average number of days the firm pays its accounts payable transactions. (average number of days) 4. Provide the number of external audit "management comments / letters" received during the past five year (number) (January 1, 2011- December 31, 2015). • Provide a copy of all management comments / letters during that period. • Provide the previous two (2) years of income statement, balance sheet and statement of cash flow. TOTAL Add items 1 - 5 to determine the proposer's Fiscal Stability. The consultant/vendor/proposer may supplement information regarding this criterion; however, the County will use the following methodology to score proposals. Prior to the Selection Committee reviewing proposals, the following methodology will be applied to each vendor's information provided in this area: • The County shall total the proposer's Fiscal Stability and create a ranking from lowest total to highest total. Proposers who do not turn in responses in this format will not receive any points for this section. • The greatest number of points allowed in this criterion will be awarded to the proposer who has the lowest score. • The highest proposer's number of points will be divided by the next highest proposer's points which will then be multiplied by criteria points to determine the proposers points awarded. Each subsequent proposer's point score will be calculated in the same manner. • Points awarded will be extended to the first decimal point (per Microsoft Excel). Proposer Total Fiscal Proposer Name Points Awarded Stability Score Vendor ABC 30 15 Vendor DEF 32 14 Vendor GHI 33 14 Vendor JKL 42 11 Vendor MNO 48 9 Vendor PQR 62 7 4. Tab 4, Contractor's Software Components (30 points) In this tab, provide a narrative / screen shots/ reports which address: • Identify how the cloud based software accomplished the objectives identified by the Agency. • The detailed model / plan describing how the software supports the internal control function as described in above scope of work. Include detailed examples of software functionality, reporting capabilities, dashboards, and user interfaces. 16-6648 R F P_N o n_C C N ATe m p l a te_012 02 016 10 Packet Page -1599- 7/12/2016 16.F.2. • Identify the basic security authorizations and permission that exist. • Provide screen shots demonstrating the "user friendly" interface. • Describe if the software has the capability of interfacing with EAM City-works platform. • Identify the backup and restoration plan in the event of an emergency/disaster. • Provide sample reports. 5. Tab 5, Cost and Schedule of Services to the County (20 points) Complete the following information as requested to ensure consistent scoring of proposal. Firms who do not provide the information as requested in the format below shall receive zero (0) points for this criterion. Index ' Cost Assessment Questions Response 1. Provide the preliminary and projected start-up costs of proposed implementation of the entire solution, (Dollars) including, consulting fees (project management, programming, reports, etc.), documentation, and change management from contract commencement to two weeks post implementation of scope of work using the following milestones identified below: • Development of test scripts with County • Testing and acceptance in development environment • Development of training materials including "train the trainer"transfer of knowledge • Post production support Provide as a separate one (1) page attachment a list of consultant titles and the hourly rate associated with those titles. This list/hourly rates will not be used as a part of the evaluation of this RFP. They may be used for future modifications or separate projects that may be executed. 2. Provide the projected travel costs associated with the implementation of the entire project from (Dollars) contract commencement to two weeks post implementation of Agency wide. The County shall only pay travel fees as per Florida Statute (and not Federal per diem). 3. Provide the first year costs of all associated software licenses. (Dollars) 4. Provide the projected annual maintenance/license fees expressed as a dollar value for 200 users for (Dollars) year two (2). 16-6648 RF P_Non_CC NATem pl ate_01202016 11 Packet Page-1600- 7/12/2016 16.F.2. 5. Provide the projected annual maintenance/license fees expressed as a dollar value for 200 users for year three (3). (Dollars) 6. Provide the projected annual maintenance/license fees expressed as a dollar value for 200 users for (Dollars) year four(4) 7. Provide the total number of business days from the execution of the Agency's purchase order to Agency (Number of startup of new software for super-users. Business Days) TOTAL Add items 1 7 to determine the proposer's Preliminary Cost and Schedule Assessment. • Identify the documentation that will be provided with the software application(s) by selecting all applicable items, and the number of copies, from the list below. Description Number of Copies Program flowcharts Narrative description of the application Narrative description of the program Screen layouts with detailed description of each field Report layouts of each report provided Data file layouts Error handling Instruction Manual Emergency Procedures Password and security instructions Other(describe) • Provide software, hardware, staffing and training required to maintain that software. Prior to the Selection Committee reviewing proposals, the following methodology will be applied to each vendor's information provided in this area: • The County shall total the proposer's Preliminary Cost / Schedule and create a ranking from lowest dollar to highest dollar. Contractors who do not turn in responses in this format will not receive any points for this section. • The greatest number of points allowed in this criterion will be awarded to the proposer who has the lowest dollar. • The highest proposer's number of dollars will be divided by the next highest proposer's dollars which will then be multiplied by criteria points to determine the proposers points awarded. Each subsequent proposer's point score will be calculated in the same manner. • Points awarded will be extended to the first decimal point (per Microsoft Excel). 16-6648 RF P_Non_CC NATem piate_01202016 12 Packet Page -1601- 7/12/2016 16.F.2. Proposer Total Cost and Proposer NamePoints Awarded Schedule Score Vendor ABC 221 20 Vendor DEF 432 10 Vendor GHI 450 10 VendorJKL 465 10 Vendor MNO 475 9 Vendor PQR 842 5 6. Tab 6, References (10 points) In order for the vendor to be awarded any points for this tab, the County requests that the vendor submits three (3) completed reference forms from clients whose projects are of a similar nature to this solicitation as a part of their proposal. The County will only use the methodology calculations for the first three (3) references (only) submitted by the vendor in their proposal. Prior to the Selection Committee reviewing proposals, the following methodology will be applied to each vendor's information provided in this area: • The County shall total each of the vendor's three (3) reference questionnaires and create a ranking from highest number of points to lowest number of points. References marked with an N/A (or similar notation will be given the score of zero (0)). Vendors who do not turn in reference forms will be counted as zero (0). • The greatest number of points allowed in this criterion will be awarded to the vendor who has the highest score. • The next highest vendor's number of points will be divided by the highest vendor's points which will then be multiplied by criteria points to determine the vendor's points awarded. Each subsequent vendor's point score will be calculated in the same manner. • Points awarded will be extended to the whole number per Microsoft Excel. For illustrative purposes only, see chart for an example of how these points would be distributed among the five proposers. Vendor Total Reference Vendor Name Points Awarded Score Vendor ABC 285 10 Vendor DEF 235 8 Vendor GHI 225 8 Vendor JKL 225 8 Vendor MNO 200 7 Vendor PQR 150 5 The points awarded by vendor will be distributed to the Selection Committee prior to their evaluation of the proposals. The Selection Committee will review the vendor's proposal to ensure consistency and completion of all tasks in the RFP, and review the Points Awarded per vendor. The Selection Committee may, at their sole discretion, contact references, and/or 16-6648 RF P_Non_CCNATemplate_01202016 13 Packet Page -1602- 7/12/2016 16.F.2. modify the reference points assigned after a thorough review of the proposal and prior to final ranking by the final Selection Committee. 16-6648 R F P_N o n_C C N ATe m p l a te_012 02 016 14 Packet Page-1603- 7/12/2016 16.F.2. 4rp,. C..o 6.F.2. ' C'O7' y Reference Questionnaire Adrnnistrairve Services D:visnin Purchasing Solicitation: 16-6648 Internal Control Software Reference Questionnaire for: (Name of Company Requesting Reference Information) (Name of Individuals Requesting Reference Information) Name: Agency: (Evaluator completing reference questionnaire) (Evaluator's Company completing reference) Email: FAX: Telephone: Collier County is requesting reference information on firms or their key personnel to be used in the selection of a firm to perform this project. The Name of the Company listed in the Subject above has listed you as a client for which they have previously performed work. Please complete the survey. Please rate each criteria to the best of your knowledge on a scale of 1 to 10, with 10 representing that you were very satisifed (and would hire the firm/individual again)and 1 representing that you were very unsatisfied (and would never hire the firm/indivdival again). If you do not have sufficient knowledge of past performance in a particular area, leave it blank and the item or form will be scored "0." Name of Project Completed by Firm: Project Description Project Start Date(from Notice to Proceed) Project End Date(2 weeks past Total Number of Days implementation) (over Schedule) Initial Project Budget Final Project Budget Overbudget Number of Change Orders Based on Dollars Number of Change Orders (Based on Additional Days Added) Provide additional description of change in time or budget: Item Criteria Score 1 Ability to manage the project costs(minimize change orders to scope). 2 Ability to maintain project schedule (complete on-time or early). 3 Quality of work. 4 Quality of consultative advice provided on the project. 5 Professionalism and ability to manage personnel. 6 Close out project process (final product turnover; invoices; manuals or going forward documentation, etc.) 7 Ability to verbally communicate and document information clearly and succinctly. 8 Abiltity to manage risks and unexpected project circumstances. 9 Ability to follow agency's policies, procedures, rules, regulations, etc. 10 Overall comfort level with hiring the company in the future(customer satisfaction). TOTAL SCORE OF ALL ITEMS Please FAX this completed survey to: By 16-6648 RFP_Non_CC NATem plate_01202016 15 Packet Page -1604- 7/12/2016 16.F.2. 7. Local Vendor Preference (10 Points) See Attachment 5: Affidavit for Claiming Status as a Local Business 8. Tab VII, Acceptance of Conditions Indicate any exceptions to the general terms and conditions of the RFP, and to insurance requirements or any other requirements listed in this RFP. If no exceptions are indicated in this tabbed section, it will be understood that no exceptions to these documents will be considered after the award, or if applicable, during negotiations. Exceptions taken by a Vendor may result in evaluation point deduction(s) and/or exclusion of proposal for Selection Committee consideration, depending on the extent of the exception(s). Such determination shall be at the sole discretion of the County and Selection Committee. 9. Tab VIII, Required Form Submittals • Attachment 2: Vendor Check List • Attachment 3: Conflict of Interest Affidavit • Attachment 4: Vendor Declaration Statement • Attachment 5: Affidavit for Claiming Status as a Local Business • Attachment 6: Immigration Affidavit Certification • Attachment 7: Vendor Substitute W-9 • Attachment 8: Insurance and Bonding Requirements 16-6648 RF P_Non_CCNATempl ate_01202016 16 Packet Page-1605- 7/12/2016 16.F.2. Exhibit II: General RFP Instructions 1. Questions Direct questions related to this RFP to the Collier County Purchasing Department Online Bidding System website: www.colliergov.net/bid. Vendors must clearly understand that the only official answer or position of the County will be the one stated on the Collier County Purchasing Department Online Bidding System website. For general questions, please call the referenced Procurement Strategist noted on the cover page. 2. Pre-Proposal Conference The purpose of the pre-proposal conference is to allow an open forum for discussion and questioning with County staff regarding this RFP with all prospective Vendors having an equal opportunity to hear and participate. Oral questions will receive oral responses, neither of which will be official, nor become part of the RFP. Only written responses to written questions will be considered official, and will be included as part of this RFP as an addendum. All prospective Vendors are strongly encouraged to attend, as, this will usually be the only pre- proposal conference for this solicitation. If this pre-proposal conference is denoted as "mandatory", prospective Vendors must be present in order to submit a proposal response. 3. Compliance with the RFP Proposals must be in strict compliance with this RFP. Failure to comply with all provisions of the RFP may result in disqualification. 4. Ambiguity, Conflict, or Other Errors in the RFP It is the sole responsibility of the Vendor if the Vendor discovers any ambiguity, conflict, discrepancy, omission or other error in the RFP, to immediately notify the Procurement Strategist, noted herein, of such error in writing and request modification or clarification of the document prior to submitting the proposal. The Procurement Strategist will make modifications by issuing a written revision and will give written notice to all parties who have received this RFP from the Purchasing Department. 5. Proposal, Presentation, and Protest Costs The County will not be liable in any way for any costs incurred by any Vendor in the preparation of its proposal in response to this RFP, nor for the presentation of its proposal and/or participation in any discussions, negotiations, or, if applicable, any protest procedures. 6. Delivery of Proposals All proposals are to be delivered before 3:00PM, Naples local time, on or before May 31, 2016 to: Collier County Government Purchasing Department 3327 Tamiami Trail E Naples FL 34112 16-6648 R F P_N o n_C C N AT e m p i a te_012 02 016 17 Packet Page -1606- 7/12/2016 16.F.2. Attn: Swainson Hall, Procurement Strategist The County does not bear the responsibility for proposals delivered to the Purchasing Department past the stated date and/or time indicated, or to an incorrect address by Consultant's personnel or by the Consultant's outside carrier. However, the Procurement Director, or designee, reserves the right to accept proposals received after the posted close time under the following conditions: • The tardy submission of the proposal is due to the following circumstances, which may include but not be limited to: late delivery by commercial carrier such as Fed Ex, UPS or courier where delivery was scheduled before the deadline. • The acceptance of said proposal does not afford any competing firm an unfair advantage in the selection process. Vendors must submit one (1) paper copy clearly labeled "Master," and five (5) storage devices (CD's/DVD's/Thumb Drive) with one copy of the proposal on each disk in Word, Excel or PDF. List the Solicitation Number and Title on the outside of the box or envelope. 7. Validity of Proposals No proposal can be withdrawn after it is filed unless the Vendor makes their request in writing to the County prior to the time set for the closing of Proposals. All proposals shall be valid for a period of one hundred eighty (180) days from the submission date to accommodate evaluation and selection process. 8. Method of Source Selection The County is using the Competitive Sealed Proposals methodology of source selection for this procurement, as authorized by Ordinance Number 2013-69 establishing and adopting the Collier County Purchasing Policy. The County may, as it deems necessary, conduct discussions with qualified Vendors determined to be in contention for being selected for award for the purpose of clarification to assure full understanding of, and responsiveness to solicitation requirements. 9. Evaluation of Proposals The County's procedure for selecting is as follows: 1. The County Manager or designee shall appoint a selection committee to review all proposals submitted. 2. The Request for Proposal is issued. 3. Subsequent to the receipt closing date for the proposals, the Procurement professional will review the proposals received and verify each proposal to determine if it minimally responds to the requirements of the published RFP. 4. Selection committee meetings will be open to the public and the Procurement professional will publicly post prior notice of such meeting(s) in the lobby of the Purchasing Building and on the County's Procurement Services Internet site. 5. Prior to the first meeting (Organization Meeting) of the selection committee, the Procurement professional will post a notice announcing the date, time and place of the meeting at least three (3) working days prior to the meeting. At the initial organization meeting, the selection committee members will receive instructions, the submitted 16-6648 R F P_N o n_C C NATe m p l ate_01202016 18 Packet Page -1607- 7/12/2016 16.F.2. proposals, and establish the next selection committee meeting date and time. After the first meeting, the Procurement professional will publically announce all subsequent committee meeting dates and times. The subsequent meeting dates and times will be posted with at least one (1) day advanced notice. 6. Selection committee members will independently review and score each proposal based on the evaluation criteria stated in the request for proposal using the Individual Selection Committee Score and Rank Form and prepare comments for discussion at the next meeting. The Individual Selection Committee Score and Rank Form is merely a tool to assist the selection committee member in their review of the proposals. 7. At the scheduled selection meeting, the members will present their independent findings / conclusions / comments based on their reading and interpretation of the materials presented to each other, and may ask questions of one another. At the conclusion of that discussion, members of the public will be offered an opportunity (not to exceed three (3) minutes) to provide comments. 8. At the conclusion of public comments (provided for in number 7), the selection committee members will individually rank order each proposer. Collier County selection committee members may consider all the material submitted by the Proposer and other information Collier County may obtain to determine whether the Proposer is capable of and has a history of successfully completing projects of this type, including, without limitation, additional information Collier County may request, clarification of proposer information, public comments, and/or additional credit information. 9. Once the individual ranking has been completed, the Procurement professional will direct selection committee members to read their individual ranking publically. The Procurement professional will record individual rankings on the Final Ranking Sheet which will mathematically compile into an overall selection committee rank of proposers. 10. In any of the selection committee meeting deliberations, by consensus, members may request to invite proposers in to clarify their proposals, ask for additional information, present materials, interview, ask questions, etc. The members may consider any and all information obtained through this method in formulating their individual ranking and subsequent selection committee overall ranking and final ranking. 11.The selection committee's overall rank of firms in order of preference (from highest beginning with a rank of one (1) to the lowest) will be discussed and reviewed by the Procurement Strategist. By final consensus, and having used all information presented (proposal, presentation, references, etc.), the selection committee members will create a final ranking and staff will subsequently enter into negotiations. Award of the contract is dependent upon the successful and full execution of a mutually agreed contract, pending the final approval by the Board of County Commissioners. The County reserves the right to withdraw this RFP at any time and for any reason, and to issue such clarifications, modifications, and/or amendments as it may deem appropriate. Receipt of a proposal by the County or a submission of a proposal to the County offers no rights upon the Vendor nor obligates the County in any manner. Acceptance of the proposal does not guarantee issuance of any other governmental approvals. Proposals which include provisions requiring the granting of zoning variances shall not be considered. 16-6648 RF P_Non_CC NATem plate_01202016 19 Packet Page -1608- 7/12/2016 16.F.2. 10. References The County reserves the right to contact any and all references pertaining to this solicitation and related proposal. 11. Proposal Selection Committee and Evaluation Factors The County Manager shall appoint a Selection Committee to review all proposals submitted. The factors to be considered in the evaluation of proposal responses are listed below. Tab 2, Contractor and Team Qualifications 15 Points Tab 3, Contractor Fiscal Stability 15 Points Tab 4, Contractor Software Components 30 Points Tab 5, Cost and Schedule 20 Points Tab 6, References 10 Points Local Vendor Preference 10 Points TOTAL 100 Points Tie Breaker: In the event of a tie, both in individual scoring and in final ranking, the firm with the lowest paid dollars by Collier County to the vendor (as obtained from the County's financial system) within the last five (5) years will receive the higher individual ranking. If there is a multiple firm tie in either individual scoring or final ranking, the firm with the lowest volume of work shall receive the higher ranking, the firm with the next lowest volume of work shall receive the next highest ranking and so on. 12.Acceptance or Rejection of Proposals The right is reserved by the County to waive any irregularities in any proposal, to reject any or all proposals, to re-solicit for proposals, if desired, and upon recommendation and justification by Collier County to accept the proposal which in the judgment of the County is deemed the most advantageous for the public and the County of Collier. Any proposal which is incomplete, conditional, obscure or which contains irregularities of any kind, may be cause for rejection. In the event of default of the successful Vendor, or their refusal to enter into the Collier County contract, the County reserves the right to accept the proposal of any other Vendor or to re-advertise using the same or revised documentation, at its sole discretion. 16-6648 RF P_Non_CC NATe m p late_01202016 20 Packet Page-1609- 7/12/2016 16.F.2. Exhibit III: Collier County Purchase Order Terms and Conditions 1. Offer and to comply with all carrier This offer is subject to cancellation by the regulations. Risk of loss of any goods COUNTY without notice if not accepted by sold hereunder shall transfer to the VENDOR within fourteen (14) days of COUNTY at the time and place of issuance. delivery; provided that risk of loss prior to actual receipt of the goods by the 2. Acceptance and Confirmation COUNTY nonetheless remain with This Purchase Order (including all VENDOR. documents attached to or referenced b) No charges will be paid by the COUNTY therein) constitutes the entire agreement for packing, crating or cartage unless between the parties, unless otherwise otherwise specifically stated in this specifically noted by the COUNTY on the Purchase Order. Unless otherwise face of this Purchase Order. Each delivery provided in Purchase Order, no invoices of goods and/or services received by the shall be issued nor payments made COUNTY from VENDOR shall be deemed to prior to delivery. Unless freight and be upon the terms and conditions contained other charges are itemized, any in this Purchase Order. discount will be taken on the full amount of invoice. No additional terms may be added and c) All shipments of goods scheduled on the Purchase Order may not be changed except same day via the same route must be by written instrument executed by the consolidated. Each shipping container COUNTY. VENDOR is deemed to be on must be consecutively numbered and notice that the COUNTY objects to any marked to show this Purchase Order additional or different terms and conditions number. The container and Purchase contained in any acknowledgment, invoice Order numbers must be indicated on bill or other communication from VENDOR, of lading. Packing slips must show notwithstanding the COUNTY'S acceptance Purchase Order number and must be or payment for any delivery of goods and/or included on each package of less than services, or any similar act by VENDOR. container load (LCL) shipments and/or with each car load of equipment. The 3. Inspection COUNTY reserves the right to refuse or All goods and/or services delivered return any shipment or equipment at hereunder shall be received subject to the VENDOR'S expense that is not marked COUNTY'S inspection and approval and with Purchase Order numbers. payment therefore shall not constitute VENDOR agrees to declare to the acceptance. All payments are subject to carrier the value of any shipment made adjustment for shortage or rejection. All under this Purchase Order and the full defective or nonconforming goods will be invoice value of such shipment. returned pursuant to VENDOR'S instruction d) All invoices must contain the Purchase at VENDOR'S expense. Order number and any other specific information as identified on the To the extent that a purchase order requires Purchase Order. Discounts of prompt a series of performances by VENDOR, the payment will be computed from the date COUNTY prospectively reserves the right to of receipt of goods or from date of cancel the entire remainder of the Purchase receipt of invoices, whichever is later. Order if goods and/or services provided Payment will be made upon receipt of a early in the term of the Purchase Order are proper invoice and in compliance with non-conforming or otherwise rejected by the Chapter 218, Fla. Stats., otherwise COUNTY. known as the "Local Government 4. Shipping and Invoices Prompt Payment Act," and, pursuant to a) All goods are FOB destination and must the Board of County Commissioners be suitably packed and prepared to Purchasing Policy. secure the lowest transportation rates 16-6648 RF P_N on_CC NATem plate_01202016 21 Packet Page-1610- 7/12/2016 16.F.2. 5. Time Is Of the Essence and transportation shall conform to all Time for delivery of goods or performance of applicable laws, including but not limited to services under this Purchase Order is of the the Occupational Health and Safety Act, the essence. Failure of VENDOR to meet Federal Transportation Act and the Fair delivery schedules or deliver within a Labor Standards Act, as well as any law or reasonable time, as interpreted by the regulation noted on the face of the Purchase COUNTY in its sole judgment, shall entitle Order. the COUNTY to seek all remedies available to it at law or in equity. VENDOR agrees to 9. Advertising reimburse the COUNTY for any expenses No VENDOR providing goods and services incurred in enforcing its rights. VENDOR to the COUNTY shall advertise the fact that further agrees that undiscovered delivery of it has contracted with the COUNTY for nonconforming goods and/or services is not goods and/or services, or appropriate or a waiver of the COUNTY'S right to insist make use of the COUNTY'S name or other upon further compliance with all identifying marks or property without the specifications. prior written consent of the COUNTY'S Purchasing Department. 6. Changes The COUNTY may at any time and by written notice make changes to drawings 10. Indemnification and specifications, shipping instructions, VENDOR shall indemnify and hold harmless quantities and delivery schedules within the the COUNTY from any and all claims, general scope of this Purchase Order. including claims of negligence, costs and Should any such change increase or expenses, including but not limited to decrease the cost of, or the time required for attorneys' fees, arising from, caused by or performance of the Purchase Order, an related to the injury or death of any person equitable adjustment in the price and/or (including but not limited to employees and delivery schedule will be negotiated by the agents of VENDOR in the performance of COUNTY and VENDOR. Notwithstanding their duties or otherwise), or damage to the foregoing, VENDOR has an affirmative property (including property of the COUNTY obligation to give notice if the changes will or other persons), which arise out of or are decrease costs. Any claims for adjustment incident to the goods and/or services to be by VENDOR must be made within thirty(30) provided hereunder. days from the date the change is ordered or within such additional period of time as may 11. Warranty of Non-Infringement be agreed upon by the parties. VENDOR represents and warrants that all goods sold or services performed under this 7. Warranties Purchase Order are: a) in compliance with VENDOR expressly warrants that the goods applicable laws; b) do not infringe any and/or services covered by this Purchase patent, trademark, copyright or trade secret; Order will conform to the specifications, and c) do not constitute unfair competition. drawings, samples or other descriptions furnished or specified by the COUNTY, and VENDOR shall indemnify and hold harmless will be of satisfactory material and quality the COUNTY from and against any and all production, free from defects and sufficient claims, including claims of negligence, costs for the purpose intended. Goods shall be and expense, including but not limited to delivered free from any security interest or attorneys' fees, which arise from any claim, other lien, encumbrance or claim of any third suit or proceeding alleging that the party. These warranties shall survive COUNTY'S use of the goods and/or inspection, acceptance, passage of title and services provided under this Purchase Order payment by the COUNTY. are inconsistent with VENDOR'S representations and warranties in section 11 8. Statutory Conformity (a). Goods and services provided pursuant to this Purchase Order, and their production 16-6648 RF P_N o n_CCNATe m plate_01202016 22 Packet Page-1611- 7/12/2016 16.F.2. If any claim which arises from VENDOR'S beyond their control, including, but without breach of section 11 (a) has occurred, or is limitation to war, strikes, civil disturbances likely to occur, VENDOR may, at the and acts of nature. When VENDOR has COUNTY'S option, procure for the COUNTY knowledge of any actual or potential force the right to continue using the goods or majeure or other conditions which will delay services, or replace or modify the goods or or threatens to delay timely performance of services so that they become non-infringing, this Purchase Order, VENDOR shall (without any material degradation in immediately give notice thereof, including all performance, quality, functionality or relevant information with respects to what additional cost to the COUNTY). steps VENDOR is taking to complete delivery of the goods and/or services to the 12. Insurance Requirements COUNTY. The VENDOR, at its sole expense, shall provide commercial insurance of such type 15. Assignment and with such terms and limits as may be VENDOR may not assign this Purchase reasonably associated with the Purchase Order, nor any money due or to become due Order. Providing and maintaining adequate without the prior written consent of the insurance coverage is a material obligation COUNTY. Any assignment made without of the VENDOR. All insurance policies shall such consent shall be deemed void. be executed through insurers authorized or eligible to write policies in the State of 16. Taxes Florida. Goods and services procured subject to this Purchase Order are exempt from Florida 13. Compliance with Laws sales and use tax on real property, transient In fulfilling the terms of this Purchase Order, rental property rented, tangible personal VENDOR agrees that it will comply with all purchased or rented, or services purchased federal, state, and local laws, rules, codes, (Florida Statutes, Chapter 212), and from and ordinances that are applicable to the federal excise tax. conduct of its business. By way of non- exhaustive example, this shall include the 17. Annual Appropriations American with Disabilities Act and all The COUNTY'S performance and obligation prohibitions against discrimination on the to pay under this Purchase Order shall be basis of race, religion, sex creed, national contingent upon an annual appropriation of origin, handicap, marital status, or veterans' funds. status. Further, VENDOR acknowledges and without exception or stipulation shall be 18. Termination fully responsible for complying with the This Purchase Order may be terminated at provisions of the Immigration Reform and any time by the COUNTY upon 30 days Control Act of 1986 as located at 8 U.S.C. prior written notice to the VENDOR. This 1324, et seq. and regulations relating Purchase Order may be terminated thereto, as either may be amended. Failure immediately by the COUNTY for breach by by the awarded firm(s) to comply with the VENDOR of the terms and conditions of this laws referenced herein shall constitute a Purchase Order, provided that COUNTY has breach of the award agreement and the provided VENDOR with notice of such County shall have the discretion to breach and VENDOR has failed to cure unilaterally terminate said agreement within 10 days of receipt of such notice. immediately. Any breach of this provision may be regarded by the COUNTY as a 19. General material and substantial breach of the a) This Purchase Order shall be governed contract arising from this Purchase Order. by the laws of the State of Florida. The venue for any action brought to 14. Force Majeure specifically enforce any of the terms and Neither the COUNTY nor VENDOR shall be conditions of this Purchase Order shall responsible for any delay or failure in be the Twentieth Judicial Circuit in and performance resulting from any cause for Collier County, Florida 16-6648 R F P_N o n_C C NATe m p l ate_01202016 23 Packet Page -1612- 7/12/2016 16.F.2. b) Failure of the COUNTY to act associated with this Purchase Order in immediately in response to a breach of accordance with Florida Statute Chapter this Purchase Order by VENDOR shall 112.061, Per Diem and Travel not constitute a waiver of breach. Expenses for Public Officers, employees Waiver of the COUNTY by any default and authorized persons. by VENDOR hereunder shall not be e) In the event of any conflict between or deemed a waiver of any subsequent among the terms of any Contract default by VENDOR. Documents related to this Purchase c) All notices under this Purchase Order Order, the terms of the Contract shall be sent to the respective Documents shall take precedence over addresses on the face page by certified the terms of the Purchase Order. To the mail, return receipt requested, by extent any terms and /or conditions of overnight courier service, or by personal this Purchase Order duplicate or overlap delivery and will be deemed effective the Terms and Conditions of the upon receipt. Postage, delivery and Contract Documents, the provisions of other charges shall be paid by the the Terms and/or Conditions that are sender. A party may change its address most favorable to the County and/or for notice by written notice complying provide the greatest protection to the with the requirements of this section. County shall govern. d) The Vendor agrees to reimbursement of any travel expenses that may be 16-6648 R F P_N o n_C C N ATe m p i a te_012 0 2 016 24 Packet Page-1613- 7/12/2016 16.F.2. Exhibit IV: Additional Terms and Conditions for RFP 1. Insurance Requirements The Vendor shall at its own expense, carry and maintain insurance coverage from responsible companies duly authorized to do business in the State of Florida as set forth in the Insurance and Bonding attachment of this solicitation. The Vendor shall procure and maintain property insurance upon the entire project, if required, to the full insurable value of the scope of work. The County and the Vendor waive against each other and the County's separate Vendors, Contractors, Design Consultant, Subcontractors agents and employees of each and all of them, all damages covered by property insurance provided herein, except such rights as they may have to the proceeds of such insurance. The Vendor and County shall, where appropriate, require similar waivers of subrogation from the County's separate Vendors, Design Consultants and Subcontractors and shall require each of them to include similar waivers in their contracts. Collier County shall be responsible for purchasing and maintaining, its own liability insurance. Certificates issued as a result of the award of this solicitation must identify "For any and all work performed on behalf of Collier County." The General Liability Policy provided by Vendor to meet the requirements of this solicitation shall name Collier County, Florida, as an additional insured as to the operations of Vendor under this solicitation and shall contain a severability of interests provisions. Collier County Board of County Commissioners shall be named as the Certificate Holder. The Certificates of Insurance must state the Contract Number, or Project Number, or specific Project description, or must read: For any and all work performed on behalf of Collier County. The "Certificate Holder" should read as follows: Collier County Board of County Commissioners Naples, Florida The amounts and types of insurance coverage shall conform to the minimum requirements set forth in the Insurance and Bonding attachment, with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If Vendor has any self-insured retentions or deductibles under any of the below listed minimum required coverage, Vendor 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 Vendor's sole responsibility. Coverage(s) shall be maintained without interruption from the date of commencement of the Work until the date of completion and acceptance of the scope of work by the County or as specified in this solicitation, whichever is longer. The Vendor and/or its insurance carrier shall provide 30 days written notice to the County of policy cancellation or non-renewal on the part of the insurance carrier or the Vendor. The Vendor shall also notify the 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 Vendor from its insurer and nothing contained herein shall relieve Vendor of this requirement to provide 16-6648 R F P_N o n_C C N ATe m p l a te_012 02 016 25 Packet Page -1614- 7/12/2016 16.F.2. notice. In the event of a reduction in the aggregate limit of any policy to be provided by Vendor hereunder, Vendor shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. Should at any time the Vendor not maintain the insurance coverage(s) required herein, the County may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverage(s) and charge the Vendor for such coverage(s) purchased. If Vendor fails to reimburse the County for such costs within thirty (30) days after demand, the County has the right to offset these costs from any amount due Vendor under this Agreement or any other agreement between the County and Vendor. The County shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage(s) purchased or the insurance company or companies used. The decision of the County to purchase such insurance coverage(s) shall in no way be construed to be a waiver of any of its rights under the Contract Documents. If the initial or any subsequently issued Certificate of Insurance expires prior to the completion of the scope of work, the Vendor shall furnish to the County renewal or replacement Certificate(s) of Insurance not later than ten (10) calendar days after the expiration date on the certificate. Failure of the Vendor to provide the County with such renewal certificate(s) shall be considered justification for the County to terminate any and all contracts. 2. Offer Extended to Other Governmental Entities Collier County encourages and agrees to the successful vendor extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful vendor. 3. Additional Items and/or Services Additional items and / or services may be added to the resultant contract, or purchase order, in compliance with the Purchasing Policy. 4. County's Right to Inspect The County or its authorized Agent shall have the right to inspect the Vendor's facilities/project site during and after each work assignment the Vendor is performing. 5. Vendor Performance Evaluation The County has implemented a Vendor Performance Evaluation System for all contracts awarded in excess of $25,000. To this end, vendors will be evaluated on their performance upon completion/termination of this Agreement. 6. Additional Terms and Conditions of Contract Collier County has developed standard contracts/agreements, approved by the Board of County Commissioners (BCC). The selected Vendor shall be required to sign a standard Collier County contract within twenty one (21) days of Notice of Selection for Award. The resultant contract(s) may include purchase or work orders issued under one, or any combination of price methodologies by the County's project manager: 16-6648 RF P_Non_CCNATempl ate_01202016 26 Packet Page-1615- 7/12/2016 16.F.2. 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. Time and Materials: the County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. Unit Price: the County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification required). The County reserves the right to include in any contract document such terms and conditions, as it deems necessary for the proper protection of the rights of Collier County. A sample copy of this contract is available upon request. The County will not be obligated to sign any contracts, maintenance and/or service agreements or other documents provided by the Vendor. The County's project manager, shall coordinate with the Vendor/ Contractor the return of any surplus assets, including materials, supplies, and equipment associated with the scope or work. 7. Payment Method Payments are made in accordance with the Local Government Prompt Payment Act, Chapter 218, Florida Statutes. Vendor's invoices must include: • Purchase Order Number • Description and quantities of the goods or services provided per instructions on the County's purchase order or contract. Invoices shall be sent to: Board of County Commissioners Clerk's Finance Department ATTN: Accounts Payable 3299 Tamiami Trail E Ste 700 Naples FL 34112 Or emailed to: bccapclerk(c�collierclerk.com. Collier County, in its sole discretion, will determine the method of payment for goods and/or services as part of this agreement. Payment methods include: • Traditional — payment by check, wire transfer or other cash equivalent. 16-6648 RF P_Non_CC NATem plate_01202016 27 Packet Page-1616- 7/12/2016 16.F.2. • Standard —payment by purchasing card. Collier County's Purchasing Card Program is supported by standard bank credit suppliers (i.e. VISA and MasterCard), and as such, is cognizant of the Rules for VISA Merchants and MasterCard Merchant Rules. The County may not accept any additional surcharges (credit card transaction fees) as a result of using the County's credit card for transactions relating to this solicitation. The County will entertain bids clearly stating pricing for standard payment methods. An additional separate discounted price for traditional payments may be provided at the initial bid submittal if it is clearly marked as an "Additional Cash Discount." Upon execution of the Contract and completion of each month's work, payment requests may be submitted to the Project Manager on a monthly basis by the Contractor for services rendered for that prior month. Services beyond sixty (60) days from current monthly invoice will not be considered for payment without prior approval from the Project manager. All invoices should be submitted within the fiscal year the work was performed. (County's fiscal year is October 1 - September 30.) Invoices submitted after the close of the fiscal year will not be accepted (or processed for payment) unless specifically authorized by the Project Manager. Payments will be made for articles and/or 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 contract. 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. In instances where the successful contractor may owe debts (including, but not limited to taxes or other fees) to Collier County and the contractor has not satisfied nor made arrangement to satisfy these debts, the County reserves the right to off-set the amount owed to the County by applying the amount owed to the vendor or contractor for services performed of for materials delivered in association with a contract. Invoices shall not reflect sales tax. After review and approval, the invoice will be transmitted to the Finance for payment. Payment will be made upon receipt of proper invoice and in compliance with Chapter 218 Florida Statutes, otherwise known as the "Local Government Prompt Payment Act." Collier County reserves the right to withhold and/or reduce an appropriate amount of any payment for work not performed or for unsatisfactory performance of Contractual requirements. 8. Environmental Health and Safety All Vendors and Sub vendors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Vendors and Sub vendors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. All firewall penetrations must be protected in order to meet Fire Codes. Collier County Government has authorized OSHA representatives to enter any Collier County facility, property and/or right-of-way for the purpose of inspection of any Vendor's work operations. This provision is non-negotiable by any department and/or Vendor. All new electrical installations shall incorporate NFPA 70E Short Circuit Protective Device Coordination and Arc Flash Studies where relevant as determined by the engineer. 16-6648 RF P_Non_CCNATem plate_01202016 28 Packet Page-1617- 7/12/2016 16.F.2. All electrical installations shall be labeled with appropriate NFPA 70E arch flash boundary and PPE Protective labels. 9. Licenses The Vendor is required to possess the correct Business Tax Receipt, professional license, and any other authorizations necessary to carry out and perform the work required by the project pursuant to all applicable Federal, State and Local Law, Statute, Ordinances, and rules and regulations of any kind. Additionally, copies of the required licenses must be submitted with the proposal response indicating that the entity proposing, as well as the team assigned to the County account, is properly licensed to perform the activities or work included in the contract documents. Failure on the part of any Vendor to submit the required documentation may be grounds to deem Vendor non-responsive. A Vendor, with an office within Collier County is also required to have an occupational license. All State Certified contractors who may need to pull Collier County permits or call in inspections must complete a Collier County Contractor License registration form and submit the required fee. After registering the license/registration will need to be renewed thereafter to remain "active" in Collier County. If you have questions regarding professional licenses contact the Contractor Licensing, Community Development and Environmental Services at (239) 252-2431, 252-2432 or 252-2909. Questions regarding required occupational licenses, please contact the Tax Collector's Office at (239) 252- 2477. 10. Principals/Collusion By submission of this Proposal the undersigned, as Vendor, does declare that the only person or persons interested in this Proposal as principal or principals is/are named therein and that no person other than therein mentioned has any interest in this Proposal or in the contract to be entered into; that this Proposal is made without connection with any person, company or parties making a Proposal, and that it is in all respects fair and in good faith without collusion or fraud. 11. Relation of County It is the intent of the parties hereto that the Vendor shall be legally considered an independent Vendor, and that neither the Vendor nor their employees shall, under any circumstances, be considered employees or agents of the County, and that the County shall be at no time legally responsible for any negligence on the part of said Vendor, their employees or agents, resulting in either bodily or personal injury or property damage to any individual, firm, or corporation. 12. Termination Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County, the County may terminate this Agreement immediately for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 13. Lobbying All firms are hereby placed on NOTICE that the Board of County Commissioners does not wish to be lobbied, either individually or collectively about a project for which a firm has submitted a Proposal. 16-6648 RF P_Non_CCNATemplate_01202016 29 Packet Page -1618- 7/12/2016 16.F.2. Firms and their agents are not to contact members of the County Commission for such purposes as meeting or introduction, luncheons, dinners, etc. During the process, from Proposal closing to 1,404 final Board approval, no firm or their agent shall contact any other employee of Collier County in reference to this Proposal, with the exception of the Procurement Director or his designee(s). Failure to abide by this provision may serve as grounds for disqualification for award of this contract to the firm. 14. Public Records Compliance The Vendor/Contractor agrees to comply with the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2) (a)-(d) and (3)), ordinances, codes, rules, regulations and requirements of any governmental agencies. 15. Certificate of Authority to Conduct Business in the State of Florida (Florida Statute 607.1501) In order to be considered for award, firms must be registered with the Florida Department of State Divisions of Corporations in accordance with the requirements of Florida Statute 607.1501 and provide a certificate of authority (www.sunbiz.orq/search.html) prior to execution of a contract. A copy of the document may be submitted with the solicitation response and the document number shall be identified. Firms who do not provide the certificate of authority at the time of response shall be required to provide same within five (5) days upon notification of selection for award. If the firm cannot provide the document within the referenced timeframe, the County reserves the right to award to another firm. 16. Single Proposal Each Vendor must submit, with their proposal, the required forms included in this RFP. Only one proposal from a legal entity as a primary will be considered. A legal entity that submits a proposal as a primary or as part of a partnership or joint venture submitting as primary may not then act as a sub- consultant to any other firm submitting under the same RFP. If a legal entity is not submitting as a primary or as part of a partnership or joint venture as a primary, that legal entity may act as a sub- consultant to any other firm or firms submitting under the same RFP. All submittals in violation of this requirement will be deemed non-responsive and rejected from further consideration. 17. Survivability Purchase Orders: The Consultant/Contractor/Vendor agrees that any Purchase Order that extends beyond the expiration date of the original Solicitation 16-6648 Internal Control Software will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Purchase Order. 18. Protest Procedures Any prospective vendor / proposer who desires to protest any aspect(s) or provision(s) of the solicitation (including the form of the solicitation documents or procedures) shall file their protest with the Procurement Director prior to the time of the bid opening strictly in accordance with the County's then current purchasing ordinance and policies. The Board of County Commissioners will make award of contract in public session. Award recommendations will be posted outside the offices of the Purchasing Department on Wednesdays and Thursdays. Any actual or prospective respondent who desires to formally protest the 16-6648 RF P_Non_CC NATempl ate_01202016 30 Packet Page -1619- 7/12/2016 16.F.2. recommended contract award must file a notice of intent to protest with the Procurement Director within two (2) calendar days (excluding weekends and County holidays) of the date that the recommended award is posted. Upon filing of said notice, the protesting party will have five (5) days to file a formal protest and will be given instructions as to the form and content requirements of the formal protest. A copy of the "Protest Policy" is available at the office of the Procurement Director. 19. Public Entity Crime A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. 20. Security and Background Checks If required, Vendor/ Contractor/ Proposer shall be responsible for the costs of providing background checks by the Collier County Facilities Management Department, and drug testing for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4) years. 21. Conflict of Interest Vendor shall complete the Conflict of Interest Affidavit included as an attachment to this RFP document. Disclosure of any potential or actual conflict of interest is subject to County staff review and does not in and of itself disqualify a firm from consideration. These disclosures are intended to identify and or preclude conflict of interest situations during contract selection and execution. 22. 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, the current Collier County Ethics Ordinance and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 23. Immigration Affidavit Certification Statutes and executive orders require employers to abide by the immigration laws of the United States and to employ only individuals who are eligible to work in the United States. 16-6648 R F P_N o n_C C N ATe m p l a te_012 02 016 31 Packet Page-1620- 7/12/2016 16.F.2. The Employment Eligibility Verification System (E-Verify) operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA), provides an Internet- based means of verifying employment eligibility of workers in the United States; it is not a substitute for any other employment eligibility verification requirements. The program will be used for Collier County formal Invitations to Bid (ITB) and Request for Proposals (RFP) including professional services and construction services. Exceptions to the program: • Commodity based procurement where no services are provided. • Where the requirement for the affidavit is waived by the Board of County Commissioners Vendors / Bidders are required to enroll in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the vendor's/bidder's proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Vendors are also required to provide the Collier County Purchasing Department an executed affidavit certifying they shall comply with the E-Verify Program. The affidavit is attached to the solicitation documents. If the BidderNendor does not comply with providing both the acceptable E-Verify evidence and the executed affidavit the bidder's/vendor's proposal may be deemed non-responsive. Additionally, vendors shall require all subcontracted vendors to use the E-Verify system for all purchases not covered under the "Exceptions to the program" clause above. For additional information regarding the Employment Eligibility Verification System (E-Verify) program visit the following website: http://www.dhs.00v/E-Verify. It shall be the vendor's responsibility to familiarize themselves with all rules and regulations governing this program. Vendor acknowledges, and without exception or stipulation, any firm(s) receiving an award shall be 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 seq. and regulations relating thereto, as either may be amended and with the provisions contained within this affidavit. Failure by the awarded firm(s) to comply with the laws referenced herein or the provisions of this affidavit shall constitute a breach of the award agreement and the County shall have the discretion to unilaterally terminate said agreement immediately. 24. Collier County Local Preference Policy Collier County provides an incentive to local business to enhance the opportunities of local businesses in the award of County contracts. In the evaluation of proposals, the County rewards Vendors for being a local business by granting a ten (10) points incentive in the evaluation criterion points. Local business means the vendor has a current Business Tax Receipt issued by the Collier County Tax Collector for at least one year prior to bid or proposal submission to do business within Collier County, and that identifies the business with a permanent physical business address located within the limits of Collier County from which the vendor's staff operates and performs business in an area zoned for the conduct of such business. A Post Office Box or a facility that receives mail, or a non- permanent structure such as a construction trailer, storage shed, or other non-permanent structure shall not be used for the purpose of establishing said physical address. In addition to the foregoing, a vendor shall not be considered a "local business" unless it contributes to the economic development and well-being of Collier County in a verifiable and measurable way. This may include, but not be 16-6648 RF P_Non_CC NATem plate_01202016 32 Packet Page -1621- 7/12/2016 16.F.2. limited to, the retention and expansion of employment opportunities, support and increase to the County's tax base, and residency of employees and principals of the business within Collier County. Vendors shall affirm in writing their compliance with the foregoing at the time of submitting their bid or proposal to be eligible for consideration as a "local business" under this section. A vendor who misrepresents the Local Preference status of its firm in a proposal or bid submitted to the County will lose the privilege to claim Local Preference status for a period of up to one year. Under this solicitation proposers desiring to receive local preference will be invited and required to affirmatively state and provide documentation as set forth in the solicitation in support of their status as a local business. Any proposer who fails to submit sufficient documentation with their proposal offer shall not be granted local preference consideration for the purposes of that specific contract award. Except where federal or state law, or any other funding source, mandates to the contrary, Collier County and its agencies and instrumentalities, will give preference to local businesses in the following manner. For all purchases of commodities and services procured through a competitive proposal process and not otherwise exempt from this local preference section, the solicitation shall include a weighted criterion for local preference that equals 10 percent of the total points in the evaluation criteria published in the solicitation. Purchases of professional services as defined and identified under subsection 11B.2 (which are subject to Section 287.055, F.S.) and subsection 11B.3 (which are subject to Section 11.45, F.S.) shall not be subject to this local preference section. The vendor must complete and submit with their proposal response the Affidavit for Claiming Status as a Local Business which is included as part of this solicitation. Failure on the part of a vendor to submit this Affidavit with their proposal response will preclude said Vendor from being considered for local preference under this solicitation. A vendor who misrepresents the Local Preference status of its firm in a proposal or bid submitted to the County will lose the privilege to claim Local Preference status for a period of up to one year. 16-6648 RF P_Non_CCNATempl ate_01202016 33 Packet Page-1622- 7/12/2016 16.F.2. Comer County Administrative Services department Procurement Services Division Attachment 1: Vendor's Non-Response Statement The sole intent of the Collier County Purchasing Department is to issue solicitations that are clear, concise and openly competitive. Therefore, we are interested in ascertaining reasons for prospective Vendors not wishing to respond to this solicitation. If your firm is not responding to this RFP, please indicate the reason(s) by checking the item(s) listed below and return this form via email or fax, noted on the cover page, or mail to Collier County Government, Purchasing Department, 3327 Tamiami Trail E, Naples, FL 34112. We are not responding to Solicitation 16-6648 Internal Control Software for the following reason(s): ❑ Services requested not available through our company. ❑ Our firm could not meet specifications/scope of work. ❑ Specifications/scope of work not clearly understood or applicable (too vague, rigid, etc.) ❑ Project is too small. ❑ Insufficient time allowed for preparation of response. ❑ Incorrect address used. Please correct mailing address: ❑ Other reason(s): Name of Firm: Address: City, State, Zip: Telephone: Email: Representative Signature: Representative Name: Date 16-6648 RF P_Non_CCNATem plate_01202016 34 Packet Page-1623- 7/12/2016 16.F.2. Co er County Administrative Services Department Procurement Services Division Attachment 2: Vendor Check List IMPORTANT: THIS SHEET MUST BE SIGNED. Please read carefully, sign in the spaces indicated and return with your Proposal. Vendor should check off each of the following items as the necessary action is completed: ❑ The Proposal has been signed. ❑ All applicable forms have been signed and included, along with licenses to complete the requirements of the project. ❑ Any addenda have been signed and included. ❑ The mailing envelope has been addressed to: Collier County Government Purchasing Department 3327 Tamiami Trail E Naples FL 34112 Attn: Swainson Hall, Procurement Strategist ❑ The mailing envelope must be sealed and marked with Solicitation 16-6648 Internal Control Software and May 20, 2016. ❑ The Proposal will be mailed or delivered in time to be received no later than the specified due date and time. (Otherwise Proposal cannot be considered.) ❑ If submitting a manual bid, include any addenda (initialed and dated noting understanding and receipt). If submitting bid electronically, bidder will need to download all related documents on www.colliergov.net/bid. The system will date and time stamp when the addendum files were downloaded. ALL COURIER-DELIVERED PROPOSALS MUST HAVE THE RFP NUMBER AND TITLE ON THE OUTSIDE OF THE COURIER PACKET. Name of Firm: Address: City, State, Zip: Telephone: Email: Representative Signature: Representative Name: Date 16-6648 R F P_N o n_C C N ATe m p l a te_012 0 2016 35 Packet Page -1624- 7/12/2016 16.F.2. co.� iier County Administrative Services Department Procurement Services Division Attachment 3: Conflict of Interest Affidavit By the signature below, the firm (employees, officers and/or agents) certifies, and hereby discloses, that, to the best of their knowledge and belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise)which relates to the proposed work; and bear on whether the firm (employees, officers and/or agents) has a possible conflict have been fully disclosed. Additionally, the firm (employees, officers and/or agents) agrees to immediately notify in writing the Procurement Director, or designee, if any actual or potential conflict of interest arises during the contract and/or project duration. Firm: Signature and Date: Print Name Title of Signatory State of County of SUBSCRIBED AND SWORN to before me this day of 20 by , who is personally known to me to be the for the Firm, OR who produced the following identification Notary Public My Commission Expires 16-6648 RF P_N on_CCNATem plate_01202016 36 Packet Page-1625- 7/12/2016 16.F.2. Colter County Administrative Services Department Procurement Services Division Attachment 4: Vendor Declaration Statement BOARD OF COUNTY COMMISSIONERS Collier County Government Complex Naples, Florida 34112 RE: Solicitation: 16-6648 Internal Control Software Dear Commissioners: The undersigned, as Vendor declares that this proposal is made without connection or arrangement with any other person and this proposal is in every respect fair and made in good faith, without collusion or fraud. The Vendor agrees, if this proposal is accepted, to execute a Collier County document for the purpose of establishing a formal contractual relationship between the firm and Collier County, for the performance of all requirements to which the proposal pertains. The Vendor states that the proposal is based upon the proposal documents listed by Solicitation: 16-6648 Internal Control Software. (Proposal Continued on Next Page) 16-6648 RF P_Non_CC NATem plate_01202016 37 Packet Page-1626- 7/12/2016 16.F.2. PROPOSAL CONTINUED IN WITNESS WHEREOF, WE have hereunto subscribed our names on this day of , 20 in the County of , in the State of Firm's Legal Name: Address: City, State, Zip Code: Florida Certificate of Authority Document Number: Federal Tax Identification Number CCR#or CAGE Code Telephone: FAX: Signature by: (Typed and written) Title: Additional Contact Information Send payments to: (required if different from above) Company name used as payee Contact name: Title: Address: City, State,ZIP Telephone: FAX: Email: Office servicing Collier County to place orders (required if different from above) Contact name: Title: Address: City,State,ZIP Telephone: Email 16-6648 RF P_N on_CCNATem plate_01202016 38 Packet Page-1627- 7/12/2016 16.F.2. Co ler County Administrative Services Department Procurement Services Division Attachment 5: Affidavit for Claiming Status as a Local Business Solicitation: 16-6648 Internal Control Software (Check Appropriate Boxes Below) State of Florida (Select County if Vendor is described as a Local Business ❑ Collier County ❑ Lee County Vendor affirms that it is a local business as defined by the Purchasing Policy of the Collier County Board of County Commissioners and the Regulations Thereto. As defined in Section XI of the Collier County Purchasing Policy: Local business means the vendor has a current Business Tax Receipt issued by the Collier County Tax Collector for at least one year prior to bid or proposal submission to do business within Collier County, and that identifies the business with a permanent physical business address located within the limits of Collier County from which the vendor's staff operates and performs business in an area zoned for the conduct of such business. A Post Office Box or a facility that receives mail, or a non-permanent structure such as a construction trailer, storage shed, or other non-permanent structure shall not be used for the purpose of establishing said physical address. In addition to the foregoing, a vendor shall not be considered a "local business" unless it contributes to the economic development and well-being of Collier County in a verifiable and measurable way. This may include, but not be limited to, the retention and expansion of employment opportunities, support and increase to the County's tax base, and residency of employees and principals of the business within Collier County. Vendors shall affirm in writing their compliance with the foregoing at the time of submitting their bid or proposal to be eligible for consideration as a "local business" under this section.A vendor who misrepresents the Local Preference status of its firm in a proposal or bid submitted to the County will lose the privilege to claim Local Preference status for a period of up to one year. Vendor must complete the following information: Year Business Established in Collier County or ❑ Lee County: Number of Employees (Including Owner(s) or Corporate Officers): Number of Employees Living in ❑ Collier County or❑ Lee (Including Owner(s)or Corporate Officers): If requested by the County, vendor will be required to provide documentation substantiating the information given in this affidavit. Failure to do so will result in vendor's submission being deemed not applicable. Vendor Name: Date: Collier or Lee County Address: Signature: Title: STATE OF FLORIDA [' COLLIER COUNTY ❑ LEE COUNTY Sworn to and Subscribed Before Me, a Notary Public, for the above State and County, on this Day of , 20 Notary Public My Commission Expires: (AFFIX OFFICIAL SEAL) 16-6648 R F P_N o n_C C N ATe m pl ate_01202016 39 Packet Page -1628- 7/12/2016 16.F.2. Co.tier County Administrative Services Department Procurement Services Division Attachment 6: Immigration Affidavit Certification Solicitation: 16-6648 Internal Control Software This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with formal Invitations to Bid (ITB's)and Request for Proposals (RFP) submittals. Further, Vendors/ Bidders are required to enroll in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the vendor's/bidder's proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Failure to include this Affidavit and acceptable evidence of enrollment in the E-Verify program, may deem the Vendor/Bidder's proposal as non-responsive. Collier County will not intentionally award County contracts to any vendor who knowingly employs unauthorized alien workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e) Section 274A(e) of the Immigration and Nationality Act("INA"). Collier County may consider the employment by any vendor of unauthorized aliens a violation of Section 274A(e) of the INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A(e) of the INA shall be grounds for unilateral termination of the contract by Collier County. Vendor attests that they are fully compliant with all applicable immigration laws (specifically to the 1986 Immigration Act and subsequent Amendment(s))and agrees to comply with the provisions of the Memorandum of Understanding with E-Verify and to provide proof of enrollment in The Employment Eligibility Verification System (E-Verify), operated by the Department of Homeland Security in partnership with the Social Security Administration at the time of submission of the Vendor's/Bidder's proposal. Company Name Print Name Title Signature Date State of County of The foregoing instrument was signed and acknowledged before me this day of 20_, by who has produced as identification. (Print or Type Name) (Type of Identification and Number) Notary Public Signature Printed Name of Notary Public Notary Commission Number/Expiration The signee of this Affidavit guarantees, as evidenced by the sworn affidavit required herein, the truth and accuracy of this affidavit to interrogatories hereinafter made. 16-6648 R F P_N o n_C C N ATe m p l a te_012 02016 40 Packet Page-1629- 7/12/2016 16.F.2. Co t+er County Administrative Services Department Procurement Services Division Attachment 7: Vendor Substitute W—9 Request for Taxpayer Identification Number and Certification In accordance with the Internal Revenue Service regulations, Collier County is required to collect the following information for tax reporting purposes from individuals and companies who do business with the County (including social security numbers if used by the individual or company for tax reporting purposes). Florida Statute 119.071(5) require that the county notify you in writing of the reason for collecting this information, which will be used for no other purpose than herein stated. Please complete all information that applies to your business and return with your quote or proposal. 1. General Information (provide all information) Taxpayer Name (as shown on income tax return) Business Name (if different from taxpayer name) Address City State Zip Telephone FAX Email Order Information Remit/Payment Information Address Address City State Zip City State Zip FAX FAX Email Email 2. Company Status(check only one) _Individual/Sole Proprietor _Corporation _Partnership _Tax Exempt (Federal income tax-exempt entity _Limited Liability Company under Internal Revenue Service guidelines IRC 501 (c)3) Enter the tax classification (D=Disregarded Entity, C=Corporation, P=Partnership) 3. Taxpayer Identification Number(for tax reporting purposes only) Federal Tax Identification Number(TIN) (Vendors who do not have a TIN,will be required to provide a social security number prior to an award of the contract.) 4. Sign and Date Form Certification: Under penalties of perjury, I certify that the information shown on this form is correct to my knowledge. Signature Date Title Phone Number 16-6648 R F P_N o n_C C NATe m pl ate_01202016 41 Packet Page -1630- 7/12/2016 16.F.2. Goer County Administrative Services Department Procurement Services Division Attachment 8: Insurance and Bonding Requirements Insurance/Bond Type Required Limits 1. ®Worker's Statutory Limits of Florida Statutes, Chapter 440 and all Federal Government Compensation Statutory Limits and Requirements 2. ® Employer's Liability $100,000 single limit per occurrence 3. ® Commercial General Bodily Injury and Property Damage Liability(Occurrence Form) patterned after the current $500.000 single limit per occurrence, $2,000,000 aggregate for Bodily Injury ISO form Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability 4. ® Indemnification To the maximum extent permitted by Florida law, the Contractor/Vendor/Consultant shall 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, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor/Vendor/Consultant or anyone employed or utilized by the Contractor/Vendor/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. This section does not pertain to any incident arising from the sole negligence of Collier County. 4. ®Automobile Liability $ 1,000,000 Each Occurrence; Bodily Injury& Property Damage, Owned/Non-owned/Hired;Automobile Included 5. ® Other insurance as ❑Watercraft $ Per Occurrence noted: ® Technology Errors &Omissions $1.000,000 Per Occurrence ❑ United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. $ Per Occurrence ❑ Maritime Coverage (Jones Act)shall be maintained where applicable to the completion of the work. $ Per Occurrence ❑Aircraft Liability coverage shall be carried in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. $ Per Occurrence ❑ Pollution $ Per Occurrence ❑ Professional Liability $ Per Occurrence • $ 500,000 each claim and in the aggregate • $1,000,000 each claim and in the aggregate • $2,000,000 each claim and in the aggregate Packet Page-1631- 7/12/2016 16.F.2. ❑ Professional Liability $ per claim and in the aggregate • $1,000,000 per claim and in the aggregate • $2,000,000 per claim and in the aggregate ❑Valuable Papers Insurance $ Per Occurrence ❑ Employee Dishonesty/Crime $ Per Occurrence Including Employee Theft, Funds Transfer Fraud, Include a Joint Loss Payee endorsement naming Collier County. 6. ❑ Bid bond Shall be submitted with proposal response in the form of certified funds, cashiers' check or an irrevocable letter of credit, a cash bond posted with the County Clerk, or proposal bond in a sum equal to 5% of the cost proposal. All checks shall be made payable to the Collier County Board of County Commissioners on a bank or trust company located in the State of Florida and insured by the Federal Deposit Insurance Corporation. 7. ❑ Performance and For projects in excess of$200,000, bonds shall be submitted with the Payment Bonds executed contract by Proposers receiving award, and written for 100% of the Contract award amount, the cost borne by the Proposer receiving an award. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however, the surety shall be rated as"A-' or better as to general policy holders rating and Class V or higher rating as to financial size category and the amount required shall not exceed 5%of the reported policy holders' surplus, all as reported in the most current Best Key Rating Guide, published by A.M. Best Company, Inc. of 75 Fulton Street, New York, New York 10038. 8. ® Vendor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Vendor shall provide County with certificates of insurance meeting the required insurance provisions. 9. ® Collier County must be named as"ADDITIONAL INSURED" on the Insurance Certificate for Commercial General Liability where required. 10. ® The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR Collier County Government, OR Collier County. The Certificates of Insurance must state the Contract Number, or Project Number, or specific Project description, or must read: For any and all work performed on behalf of Collier County. 11. ® Thirty(30) Days Cancellation Notice required. RLC 4/28/2016 Vendor's Insurance Statement We understand the insurance requirements of these specifications and that the evidence of insurability may be required within five (5)days of the award of this solicitation. Name of Firm Date Vendor Signature Print Name 16-6648 RF P_Non_CCNATem plate_01202016 43 Packet Page -1632- 7/12/2016 16.F.2. Insurance Agency Agent Name Telephone Number 16-6648 RF P_Non_CCNATem plate_01202016 44 Packet Page-1633- Selection Committee Co 'er "`L? Final Ranking Sheet Aon +n Senna,Dm RFP#:16-6648 Title:Internal Controls Software Final Ranking Name of Firm„ ` Tracz ' Strark `Amann Martian: Badge Final Rank Ignite 1 1 1 1 1 1 BlackLine 2 2 2 2 2 2 Purchasing Representative Swainson Hall.Procurement Strategist I I Friday,June 17,2016 I vs n (D Cl cTAw W v N N O C) T) 11 Page 1 of 1 7/12/2016 16.F.2. 460: Vil Internal Controls Collier County Solicitation 16-6648 Internal Control Software May 26, 2016 r County Ignite Solicitation 16-6648 1 ---- Internal Controls Packet Page -1635- 7/12/2016 16.F.2. Contents 1. Cover Letter/Management Summary 3 2. Contractor and Team Qualifications 5 3. Contractor's Fiscal Stability 6 4. Contractor's Software Components 9 5. Cost and Schedule of Services to the County 22 6. References 28 7. Local Vendor Preference 31 8.Acceptance of Conditions 32 9. Required Form Submittals 33 • Attachment 2:Vendor Check List 33 • Attachment 3: Conflict of Interest Affidavit 33 • Attachment 4:Vendor Declaration Statement 33 • Attachment 6: Immigration Affidavit Certification 33 • Attachment 7:Vendor Substitute W-9 33 • Attachment 8: Insurance and Bonding Requirements 33 10.Appendices 34 Appendix I—MSA and SLA 35 Appendix II—User Manual/Guide 52 jcinjte Solicitation 16-6648 2 Internal Controls Packet Page-1636- 7/12/2016 16.F.2. 1. Cover Letter / Management Summary Ignite Software Holdings, LLC("Ignite" or"Ignite Internal ControlsT"") appreciates the opportunity to provide a proposal to Collier County Government for the Solicitation 16-6648 Internal Control Software Request for Proposal ("RFP"). In 2013,AXIA Partners("AXIA") created Ignite 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, Ignite was built to remove the inefficiencies that plague compliance processes while introducing, quality, repeatability, and transparency. Within less than a year of being launched, Ignite is currently being used by over 15 companies through the efforts of Ignite's partner firm,AXIA. The partnership with AXIA provides a valuable sales channel for Ignite through AXIA's existing customer base as well as the combined network of AXIA's managers within the greater external auditing community. By combining our consultative approach with the Ignite's innovative solutions,we can deliver a complete,fully-automated internal controls framework for Collier County Government that is scalable for the future. Based on the RFP,the following graphic is a high-level project timeline from start(data migration)through the completion of the project including on-going support for Ignite. Estimated Project Timeline M <: Phase 1—Data Migration Phase H—Develop Test Scripts Phase lll—Testing and Acceptance in Development Enarronment ra Phase IV—Tr ining 'Ruse V—Post Fruduaion Support Project management and Oversight ' August September October November 2016 2016 2016 2016 L.,an . te Solicitation 16-6648 3 internal Controls Packet Page-1637- 7/12/2016 16.F.2. The authorized contacts for this proposal are as follows: o Nick Bednorz, CEO • 713-589-5052 office • 713-725-0701 cell • nbednorzPignitecontrols.com o Jessica Getz,COO • 713-589-3797 office • 713-705-0646 cell • jgetzPignitecontrols.com For the sample software license, see Appendix I—MSA and SLA Based on the submittal of this proposal, Ignite certifies the firm accepts any awards as a result of this RFP and the underlying philosophy of the firm in providing the services stated herein. We appreciative your interest in Ignite,and we firmly believe that our core values and the functionality of Ignite align with Collier County's motto of exceeding expectations, every day. Jessica Get t5. 1 I COO Solicitation 16-6648 4 Internal Controls Packet Page -1638- 7/12/2016 16.F.2. 2. Contractor and Team Qualifications Index Minimum Qualifications Questions Response 1. Indicate the number of years the firm has been in business. 12 • Parent company,AXIA Partners,was founded in 2004. 2. Indicate the number of completed software installations which 0 have been in-service for public/governmental agencies with at least 200 users, or more in the past five (5)years (1/1/2011— 12/31/2015)that are similar to this RFP scope of work. 3. Indicate the number of full time contractor's consultants who 4 be assigned to the implementation of startup. • See Tab 5—Team Introductions for a brief biography on each consultant. 4. For the full time contractor's consultants named in item 3 0 above, indicate the number of successful implementations for public/governmental agencies with at least 200 users, or more in the past five (5)years (1/1/2011-12/31/2015). 5. Identify the number of hours of customer support that the 40 Agency will receive on an annual basis. 6. Identify the number of completed COSO implementation 18 projects over the past three (3)years(1/1/2013- 12/31/2015). 7. Identify the number of COSO implementation projects currently 2 started. 8. Provide the number of annual number of hours of customer 40 support included in the firm's proposal provided to the Collier County team. • See item 5 above. TOTAL Add items 1—8 to determine the proposer's Minimum 116 Qualifications. Solicitation 16-6648 5 Internal Controls Packet Page -1639- 7/12/2016 16.F.2. 3. Contractor's Fiscal Stability Index Fiscal Stability Questions Response 1. Provide the contractor's Dun and Bradstreet Composite Credit N/A Appraisal rating. Provide a copy of the Dun and Bradstreet report for primary proposer and all companies affiliated with the resultant proposal. 2. Indicate the number of times the contractor or their principals 0 have filed for bankruptcy during the past five year(January 1, 2011- December 31, 2015). 3. Provide the average number of days the firm pays its accounts 15 payable transactions. 4. Provide the number of external audit"management comments 0 /letters" received during the past five year(January 1, 2011- December 31, 2015). • Provide a copy of all management comments/letters during that period. N/A—Ignite is a private company. • Provide the previous two(2)years of income statement and balance sheet—see below. TOTAL Proposer's Fiscal Stability. 15 Ignite Solicitation 16-6648 6 Internal Controls Packet Page-1640- 7/12/2016 16.F.2. AXIA Partners, LP Balance Sheets Dec Dec r r ASSETS 2015 2014 Cash 478.859 584,683 Accounts Receivable 762,751 615,502 Other Current Assets 251,138 (12.724) Total Current Assets 1,492,748 1.187,462 Total Fixed Assets 0 0 TOTAL ASSETS 1,492,748 1,187,462 LIABILITIES& EQUITY FIT Liability 250,000 Line of Credit-Trustmark 126,000 Other Current Liabilities 266.094 530.571 Total Current Liabilities 641,094 530.571 Other L-T Liabilities Total Long Term Liabilities 0 0 Total Liabilities 641.094 530,571 TOTAL EQUITY 851.654 656,891 TOTAL LIABILITIES & EQUITY 1,492,748 1,187,462 gnite Solicitation 16-6648 7 Internal Controls Packet Page -1641- 7/12/2016 16.F.2. AXIA Partners, LP Profit& Loss Years Ended December 31, 2015 and 2014 Year 2015 Year 2014 US Consult Services 8.645.800 7.045.395 Intl Consult Services Contract Consult Services 6.645.809 7.046.395 Executive Search Services 251.750 362.187 Reimbursed Expenses-US 10.654 31.147 Total Revenue 6.918.213 8.039.729 US Consulting COS 4.018.860 4.566.342 Intl Consult COS Total COGS 4.029.860 4.566.342 Gross Profit 2.888.353 3.473,387 Producer Compensation 350.257 271,241 Development Expense 302.562 618.325 Gen&Admin Expense 805.768 898.539 Total Expense 1.458.587 1.788.105 Net Ordinary Income 1.429.760 1.685.282 Interest Expense Unnomo) 0 0 Officer salary 009.433 1.077.935 Total Other Expenses 909.433 1.077.935 Net Income 520,223 607.347 % ^ � unite k---= /memo/co�my Solicitation 16-6648 8 Packet Page-1642- 7/12/2016 16.F.2. 4. Contractor's Software Components Ignite Overview Ignite is a comprehensive, independent, cloud-based enterprise risk management ("ERM") and internal controls platform that automates and simplifies organizational governance, risk, and compliance (GRC) using an intuitive, secure platform that eliminates reliance on spreadsheets. Ignite consolidates all aspects of an internal control framework into a simplified, scalable reporting format that allows for real-time collaboration across an entire organization using the Committee of Sponsoring Organizations ("COSO")framework. In 2013, seeing no effective internal control software solution on the market,AXIA, combined their years of diverse experience to build their own software solution. Because Ignite was designed by actual accountants and auditors, Ignite's architecture is concentrated on the essential elements of internal controls- reporting, structure and controls,testing,findings, workflow, and security. This allows Ignite to support horizontal and vertical collaboration across the organizational units for improved performance of internal controls and reduced compliance costs to achieve an integrated internal control structure. Most existing ERM and GRC technology solutions are merely cloud-based systems for sharing of files. These systems do not offer any real solutions beyond eliminating the need to email spreadsheets and other files across organizations. Ignite goes well beyond cloud- sharing; it has actual risk control functionality built into its program. Additionally, Ignite allows for secure, controls-based collaboration and transparency across various departments and activity centers,thereby creating a real-time, accurate working environment with accountability. The core elements of Ignite allows all organization users as well as management and executives to visualize, assess, and test the entire spectrum of their organizational risks and internal controls environment. THE CORE ELEMENTS OF IGNITE • Risk and Control Structure—Control structure rationalization and standardization • Control Testing (self and independent testing)—Virtual testing templates linked to performance findings and audit history • Performance Findings—Taxonomy of deficiencies, recommendations and remediation plans • Reporting—Practical, useful reporting of findings for transparency • Workflow Models—Customizable, interconnected templates specific to client processes Tanite Solicitation 16-6648 9 Internal controls Packet Page -1643- 7/12/2016 16.F.2. ■ Security and Scalability—Flexible, secure technology that can scale to the organization's demands Risk and Control Structure Critical to compliance processes is identifying risks and the controlling activities that address those risks. Ignite Internal Controls" provides a powerful documentation engine that replaces Excel-based risk and control matrices. Thus, Ignite not only helps an organization with initial documentation but it eases the challenge of keeping it up-to-date. Control structure rationalization and standardization have been important tasks as organizations seek to streamline their processes. But when an organization uses the spreadsheet-based approach to documentation, it can be a challenge to ensure that all affected documents are updated and that all entities are aware of the changes. Ignite allows managers to easily create, compare and contrast control structures across departments, organizational units or geographic regions, quickly enabling control rationalization, standardization and sharing of best practices. Ignite's Control Structure SubscriptioningTM("CSS") within the application's documentation engine allows an organization to make a single change within the control structure and have it automatically propagate to all affected entities. Further,the security around any change to the control structure is guaranteed through a combination of System Security and Workflow. It£n.. {a rti r1.;S i"£cc a1C1 it<r,:::.x" - Iti,„.;'v^•C:v " yrs .0534 L c5t k r l'itroli Fxplore, r ; -#` n•.1 may. F } *S AY 4 (3 Ignite Solicitation 16-6648 10 Internal Controls Packet Page-1644- 7/12/2016 16.F.2. Controls Explorer Itiruttute 111 ,Rr.r ..,.. + ,r„ce:_ ► 10 Entity _ l Contras e✓° P `t A 1.0 Financial 13 P i ■ Sub-Fr _ b- r ® ..-, A 101nan::al Repo'ing g P y Q ■ Rsl::D+ 33 De aged or r-�ssta ed f.nancalcdatements b' Off:ID t Cor .G,calve Link L R-^0= Accounting col .es Reflect Mott Recent Gu dance P Control_D+ 'Jame ;Jeigh_ Link Cep Status FR3S Reoortang%GAAP Ct ecki t Le,. P © A,37.07:7p,--3,14:,--,- ne: 1eoared ay:me I_la c.. ,nd c-R .:la.a„ c-rnd oreparat cr;7E ,.0 or•-_od t nano a._.a.e..e. is Trie C:0 =v_ .:tne corrgiereo creciditt. r .,eidiRA- P- -1ofleenc ►', FR-003', Accurate and Complete Financial Statements d9 P Q COSO elements, fraud element, control frequency and other components are mapped within Ignite. These elements can be reported on and audit programs can be established using these fields/filters. 4: ✓ti Definitiota Testing Scripts Testing Results Findings Localisation -_t ..... _. w_.. c. -_ - : -a'__ r.._. ._._ _.___ -_ ett ._. _.. _ .. _r _ .. _ .. - _ $Cor E 1Frc a _ .... 5c€ptlo Objectives Attachments History a CFO'and SE: ._",rpt Ac__37 SEC V-at1are..,._e c. ., o_sa-.da'ds u EEC _t!, update: . ,,cet: Cf.:-P1 A 6 RA-77 CL.-R' Ignite allows for process, sub-process, risk, control objective and control element narratives/ explanations. Within the narratives, all unique identifiers or unique transaction numbering IgniteSolicitation 16-6648 11 -- Internal Controls Packet Page-1645- 7/12/2016 16.F.2. (i.e. control numbers, risk numbers, etc.) can be hyper-linked which will allow for hovering to see the details or clicking the number to allow for an editable screen. bites 'D^- i�Ci 8rrera t-L.I-r and R40.1'1-r^cn^.clr._e a �i,w cr,iro :• - _., Ignite is designed so that an organization can add unlimited locations and subscribe, copy or create a unique control structure at that location. Mfr ) DefiintioR Policies Findings Testing Results Attachments History n . PrccescID t Prose:L 611 9 (T r--j; ., r ....._ N N '6- X7&1 k` i7 g a' _ P o o r..,e, _a _ ,, s g 1 l a 'i O p Infor: .i n ': ..r::: ;MS Modified . p , 0 Test plans, scripts and attributes are setup within each control definition. This allows the organization to efficiently create and maintain an evergreen set of control test templates. Ignite Solicitation 16-6648 12 internal Controls Packet Page -1646- 7/12/2016 16.F.2. yFu�. o rsr- i i ... t _ _ Control Testing Control testing represents the most time intensive aspect of your compliance program. Thus, by definition, it provides the greatest opportunity to gain efficiencies through a robust and well-designed software application. Ignite's Control Testing module not only completely replaces spreadsheet-based testing, but also provides a powerful environment whereby all testing occurs completely within the bounds of the software. But the power of the testing module doesn't end with simply performing the control tests. Findings can be created and automatically linked to the underlying control that has not passed testing. Furthermore, for purposes of audit history, you can always see the status of every test that has been performed on a given control. The historical traceability includes self-assessment testing, walk through testing and independent testing. Ignite enables the administrative user responsible for creating a testing phase to identify exactly which controls to test. Its ingenious test engine allows the user to be incredibly specific in selecting the controls to test and then specifying various other attributes such as sample sizes, assignment to testing teams and test dates. Ignite users have the ability to add notes under the Work Log and upload documents to allow any reviewer/reader the ability to determine the effectiveness of the control and evidence. Tite Solicitation 16-6648 13 t_ Internal Controls Packet Page-1647- 7/12/2016 16.F.2. Cor,:oivs._ esk Y-y }t t Tests Control t�-..fl I es e r.;g 3mpa gn, 2015 5 2 - i. . li 1 FEE:C _klist tat on!Corporate ,setatIng __ a;_ 12anagement nat tne aporop,_.e attitude re atce to Me n=or ,.tom system: ^g and ._o, ng f ..tion,and ^" .oncer^ed about me re 'atianc,a reocttimo and'me: rdno 'a-•et., ._CFC and EEC Fecorang t n ger -e ar _n__:.-_t to ensure mat trey a_a a e c _..accounting ttanglard: _C on update'. '� litTC - Test Plan 47-1:1.,„,, Template History estI4.^-cet at or`:_ l _e` :arced 4 Submit For Approval Conclusion(s) Control Control Name Conclusion FPC p© 'G t t'eas-t Work Log Results of Testing P Create Finding a Lock For Editing .. Performance Findings Findings represent the heart and soul of your control environment. Findings are the key to mitigating risks that could threaten your organization. The application tracks findings from the identifications through the final remediation process. Ignite's Findings Explorer summarizes and categorizes your areas of deficiencies, gaps, recommendations and remediation plans. It is also easily'sortable' and configurable so that you can best focus on the areas of most concern and,just as importantly, create clear accountability and action plans for those responsible for 'clearing' the items. icnite Solicitation 16-6648 14 internal Controls Packet Page -1648- 7/12/2016 16.F.2. 'vv C.'29,2016 Ej -01-No documented rf Poi-es >- h^ed c- :observatroo v.'.v S..pr r'e..,._ i k.. 11:11.. 111 11 cr. r .:2016® 111- � _'000 1 111 1111 ,. r., Through the review drape.,it we;idenkhec that maragementhat not documented the IT Polaec. IT management should a ab:vh and cocuv.ent the IT P6iciec for the organisation. I laraoemenev.ill document and approved IT Paiicier. Work log .._ 1111._ ............... ........ .......... .......... ....... _1111 ......__.. ......... ........ ......... 1111... ........_ ' Gea,toctwe 03,2917016 ocC Getz,)es;ica 05(1612016. _-ed,_ = S;o'i.'re:ia,..c_.c,`.e can-rete Control ..vengcn orw ent Lock for Ed.ting Reporting Visibility and transparency as to the high-level status of each phase of the compliance process is arguably the most frustrating aspect of your internal control framework. If your compliance system is comprised of literally thousands of spreadsheets scattered amongst various locations, then 'measuring' the current status of your control documentation, testing or findings is incredibly time consuming and immediately out of date. Ignite's focus is on real-time visibility and transparency. Rather than requiring an extensive number of hours to create reports by sorting through innumerable, potentially outdated spreadsheets, each user can create reports on-the-fly based on where they are within the software and up-to-the-minute data. These reports are downloadable to Microsoft Excel and Adobe Acrobat for further formatting, analysis or reporting. Ignite's "Charts" page tells a story just by looking at it. In addition to reading that story,the user can become part of the story by clicking on the Charts and instantly navigating to/ fixing areas of concern. Charts are available for Controls (Design State and Operating State), Control Testing (Test Status and Test Conclusion) and Findings (Finding by Weight and Finding by Probability). The user has the ability to filter and save chart criteria for each chart. Jmjte Solicitation 16-6648 15 Internal Controls Packet Page-1649- 7/12/2016 16.F.2. s P:ease C'se-s .tes-s ;-s:= risase Leis:a Please:elec..: ;‘"ass Please Select.. I: ss- 7.4.sa:e Seler.: Please Select ;lease:elec... S..: Pfeasa Please:elect ,":ease Sele:: ;s, .I%Isass Piee:e Pieaselen... Piesne d..illr7;1°I7?W 4„4,41 ;- W..:• Ignite Solicitation 16-6648 16 Internai Controls Packet Page -1650- 7/12/2016 16.F.2. Ignite's"Control Structure Analysis" reporting provides the user with chart-style data that can be easily manipulated to perform comparison/analysis utilizing real-time data. 77 I Control Strur.lute Analysis h.UTi'TF 12..-aiTol M • Mta% �Cnla+Naos- 55,..51.555., Myy.. es+rti c;.SVweeG d.'i bw+n46 O .9n..R 4nf+ei l.ves :Sb.Mes DupuWOm. Yw_w.o I! r- YHIEICC jY r..:qr .: PO T a .+.u.n r<ro mPam n-.wrotom, rrr+a . .t rt ('MNift Tn PDf Frmi Tn Faal '. .4µe{ fiawMRe-. _. Raun. .....d lM }iwn rav Wirt4vup.iewY h tf Lrfervtarx -..... :tt fuXrrr lepaC! ..• ti. tt :....: L-Ca+pP'f MvruOmTrhWOFf .. ' Wry Yliumu raa+tldeW 1.55 MWeli RrMWa 5 Tutu Cmvw 1 5 b. Workflow Workflow in Ignite Internal Controls is one prong of a three-pronged approach to Change Control. Each of Ignite's core objects—Risk and Control Structure, Control Testing and Findings—are covered by Workflow engine. Additionally, any given object can have multiple Workflow Templates that cover a variety of modifications. For example, a modification to a Control Description may require the approval of a Controller. A modification to the Testing Script—on that same Control—may require the approval of an Internal Audit Director. While the modification may exist within the same object, Ignite will select the correct template based on the type of change. Each workflow path is comprised of Tasks and each Task can have one or more owners. But the flexibility doesn't stop there. The owner of a task can be a Role,Job Title, Named User and/or Object Owner. When a Workflow Template is triggered by a change to an object, Ignite will resolve each Task Owner to actual system users. Ignite allows for an infinite number of Tasks per Worklflow Template, each with its own unique set of permissions. ignite Solicitation 16-6648 17 Internal controls Packet Page -1651- 7/12/2016 16.F.2. 3 ucturs •.( e V .,,... .. x I CS_WF-Def ',ante Default Control Structure Workffc _rcnw- Defajit Worklbw for Control Structure CRUD E ■'*es u ■:-ate ■:._. ■t .__ 4 { Sa.e Defi.v. . • � F a t a,..m f rail Aptroe Aporo,, E.:?�•in t..�_nr= ;... tis . ~� t •,t, ► e ► m. CEt' x -,..;• When a user has received a Task,they are notified via external email. They can also see— and act upon—the Task within My Workspace. L b/ L cotrols s- 42 r2 My Workspace Control Elements v Reports a Admin ' My Works Dace WF Ticket Efflaill11111111MEMINIZIOnil Last User _- 1-1 of 1 items Can Col-) r The Ignite team recently developed Notification/Reminders update to the software with a go-live estimated for July 2016. This update allows for automated "push" notifications when deadlines are approaching or past along with new audits/tests that the user are assigned. . _t e Solicitation 16-6648 18 Internal Controls Packet Page -1652- 7/12/2016 16.F.2. Security and Scalability As any risk professional understands,the complexities of financial reporting, internal controls and ERM are constantly evolving. Thus, scalability is one of the key components of the functionality of Ignite. Additional workflow templates can be uploaded and implemented seamlessly within existing processes. The cyber security of Ignite is continuously updated to address emerging threats. Ignite was designed with the operational resilience and functional sustainability to be your ERM/internal control solution for life. As a cloud-based compliance solution provider, we at Ignite take security very seriously. Not only must the system—populated with your data —be secure from external intrusion, it must also provide water-tight internal security. Likewise, given that Ignite maintains a lot of content and processes a variety of transaction types,the need for a robust security model is evident. Ignite allows an administrative user to model virtually any combination of access rights (Create, Read, Update & Delete) across the core objects and organization data.The model then goes even deeper by allowing permissions to be set based on the properties of those objects. For example, a Role could be created that allows a user to view and edit a Control within the Human Resources process for the County Contracts Division, but not be able to view the Financial Reporting process. Security settings are almost infinitely configurable at a very detailed level and ensure a proper segregation of duties. Ignite Solicitation 16-6648 19 internal Controls Packet Page-1653- 7/12/2016 16.F.2. Example Security setup screen for a Read Only user. The ability to setup administrator, edit and read only is easily established. it-internal og ad! C, c :lerr nl v QP, Role Maintenance Petr t.a^.e Fend-Only&ccessi`" u-s.ri;a.c^ ;. :.,' .+-a>rc campnse-c ere�r.-n r Aa r:;es Create as ma^,.Sa Rc:e.:as necessary u3d cne Ae?e 0 _ _✓. ._. nf^--s �� I. kgPrr ✓'t pan, t-1LL' IlC(I> i'.t J :J'Po,'_.. .. .... ... _ .... ..... Name Read-OnlyAuess .:esenc:Ic^ Pure Reaa-On1y.Access:0All fitment: Q;anal IIF.`.^.". "j..err.Fiats ► 1 t:.,.. „.__. Sysrem(S=tcts Ccea:e 'read JOA Irte •R4 _.... ► [l, ■ ❑ ❑ �-t 4 ■!8 ► Frw El ■. 0 ► ■ t ► .�_ ( ■ ❑ 1:11 ► ■a. ,: ► �.;, I ■ El El ► ■ a ► Wi ■ 0 0 Collaborative Environment Ignite's internal controls user interface was designed to be intuitive,thereby allowing for ease of implementation and training. Because Ignite centralizes data collection, collaboration can occur across an organization with confidence. Findings and reporting can be tracked from initiation through close. No longer does management have to worry about the veracity and timeliness of reporting. Ignite allows for real-time change control and robust virtual testing. Ignite also records the History of the changes by area. Users can review changes by user and date/time. Ease of Implementation Because Ignite was designed with the knowledge that Excel spreadsheets are the "system of record" for most companies, we designed and custom-built the interfaces to upload the information in your existing spreadsheets directly into the Ignite database. Once the Risk and Controls Matrix is integrated in the pre-defined upload template,the controls can be uploaded in Ignite in a matter of minutes. Interface Capability As a software organization, we strive to provide a solution that works for all platforms. With our functionality to download and upload data, Ignite users have the ability to determine the data or reports that should be uploaded/downloaded with a single click. IgniteSolicitation 16-6648 20Internal 'eratrols Packet Page-1654- 7/12/2016 16.F.2. Data Backup Cycles and Disaster Recovery Plan The backup and restoration plan in the event of an emergency/disaster is covered in the Ignite Master Subscription Agreement, see Appendix I—MSA and SLA, page 48. Solicitation 16-6648 21 Internal Controls Packet Page -1655- 7/12/2016 16.F.2. 5. Cost and Schedule of Services to the County Index Cost Assessment Questions Response Provide the preliminary and projected start-up costs of Consulting-$41,200 1, proposed implementation of the entire solution, Implementation-$17,230 including, consulting fees (project management, See breakdown below programming, reports, etc.),documentation, and change management from contract commencement to two weeks post implementation of scope of work using the following milestones identified below: • Development of test scripts with County • Testing and acceptance in development environment • Development of training materials including "train the trainer"transfer of knowledge • Post production support Provide as a separate one (1) page attachment a list of consultant titles and the hourly rate associated with those titles.This list/hourly rates will not be used as a part of the evaluation of this RFP.They may be used for future modifications or separate projects that may be executed. • See page 26-27 Provide the projected travel costs associated with the $10,150 2. implementation of the entire project from contract commencement to two weeks post implementation of Agency wide. The County shall only pay travel fees as per Florida Statute (and not Federal per diem). • Travel costs include 1 (3 day trip for the COO and Partner) and 2 (5 day trips for the Senior Manager) Provide the first year costs of all associated software $50,000 3. licenses. See details below Provide the projected annual maintenance/license $50,000 4. fees expressed as a dollar value for 200 users for year See details below two (2). Provide the projected annual maintenance/license $50,000 5. fees expressed as a dollar value for 200 users for year See details below three (3). imaite Solicitation 16-6648 22 Internal Controls Packet Page-1656- 7/12/2016 16.F.2. Provide the projected annual maintenance/license $50,000 6. fees expressed as a dollar value for 200 users for year See details below four(4) Provide the total number of business days from the .5 7. execution of the Agency's purchase order to Agency startup of new software for super-users. TOTAL Proposer's Preliminary Cost and Schedule $68,580-Implementation, Assessment. Travel and Consulting Fees $50,000—Annual License Fee See below Ignite Implementation Budget Summary 2016 Collier County Government Ignite Implementation Budget Total Hours Phase I-Data Migration 40 Phase Ill-Testing and Acceptance in Development Environment 16 Phase IV-Training(Develop training materials, including"train the trainer"transfer of knowledge) 110 Phase V-Post production support 40 Totals 206 Training Hours Included(see tern 3 below) ,'40 Post Production Support Hours Included (4a Blended Rate S 17E Estimated Fees S 33.230 Training Fees Included(see tern 3 below) 14,0O01 Post Production Support Fees Included „ 17.030, Total Estimated Fees S 17.230 lonite Solicitation 16-6648 23 internal controls Packet Page -1657- 7/12/2016 16.F.2. Consulting Budget Summary 2016 Collier County Government Consulting Budget Total Hours Phase Il-Develop Test Scripts 160 Phase Lr-Post production support 40 Phase VI-Project Management 30 Totals 230 Blended Rate S 155 Estimated Fees 541,200 audget.A_su mptions: 1.Data migration is managed through excel.The client pre/vides the data for the Project Managerto transferto the Ignite template for upload. Z.Project Manager and ProjectSenior Manager documents test scripts lased on the control framework provided. Thehudeetincludestestscriptsforupto 200tontrols. 3.Ignite'spertnerfirm,.AXI.tiPartners,can provide CPEfcrtraming. 4.For implementation of Ignite,4hours of training is included for every 10D Licensing Fee Structure Summary 2016 Collier County Government Fee Structure Annual Fee for Users 4 Users Monthly Fee Standard Pricing 96.000 200 40 Discounted Pricing (36.0001 200 15 Total Annual Lincensing Fee 60.000 Billed Annually Discount +;10.000) Total Estimated Fees $ 50,000 'If billed annually,Ignite is 12 months forthe price of 10. "Ignite agrees to lock in the annual rate of$50,000 for 200 users forthe duration of the agreement. ignite — Solicitation 16-6648 24 Internal Controls Packet Page-1658- Ignite Team Introductions In 2013,AXIA Partners utilized their years of diverse experience to build their own software solution. Ignite and AXIA partner together to provide our clients with both a consultative and software solution approach. AXIA Compliance consultants are users of Ignite with the majority of the consultants being super users. To ensure a combined effort for a successful implementation of Ignite and consultative approach to COSO Risk and Controls framework,we have identified the following as the implementation team. NICK BEDNORZ CPA . Mr.Bednorz Co-founded AXIA Partners in 2004 and provides the vision,driving force and strategic leadership CEO&MANAGING PARTNER, -` behind the creation and development of Ignite.He has over 35 years of accounting,internal audit,and ERM AXIA PARTNERS rx "; professional experience. Former Chief Risk,Regulatory and Compliance Officer and Director of Internal Audit CEO&SME,IGNITE of Shell Global Trading in London and Chief Accounting Officer of Shell U.S.Trading. Corporate development and group finance for Quanex Corporation and Senior Manager for Deloitte. BBA in Accounting with Honors RATE $350%H011R' from Texas A&M University,serves on the Boards of TEXLA Energy and the Texas A&M Center of 01 Entrepreneurship,and past member of the Committee of Chief Risk Officers,the Energy Markets Forum(UK) n and the Finance Advisory Board at Texas A&M. ro-ocroro Ms.Getz has over 15 years of experience focused in IT Risk,Compliance,and Internal Audit.Leads AXIA's IT JESSICA GETZ,CISA,CRISC CFE;: Compliance practice,including SOX IT methodology,accompanying templates and management reporting tools. 1A AGING QIRECTOR AXIAL Previously,IT consulting for United Airlines,Stewart&Stevenson,and Deloitte.BBA in Business Administration C00&PRIMARYARCHITECr, MIS from Texas A&M University,Certified Information Systems Auditor and a Certified Fraud Examiner.Member ,N i. '`. . Y Y 1GNiTE�c 4 of the Information Systems Audit,the Institute of Internal Auditors and Control Association of Certified Fraud Examiners. r RATE $25O�HOUR ELIZABETH EPLERJONES,CPA'+ Ms.Epler Jones has over 20 years of experience in internal controls,financial statement and internal auditing PARTNER:;AXIA PARTNERS in Energy,Manufacturing,Gaming and Racing. Partner in Charge of AXIA's Compliance Practice,providing SOX PRIMARY.ARCHITECI,IGNITE implementations,internal audit,EMR implementations,financial reporting and international contract compliance. Previously,Manager at Andersen and Jefferson Wells. BBA in Accounting with Honors from Texas RATE $250%TOUR A&M University,member of the IIA,Lifetime Member and Committeeman of the Houston Livestock Show& Rodeo,sustaining member of the Junior League of Houston,and previously served on the Trinity Episcopal Church Endowment Board. Ni Ni O I. Q. CD Solicitation 16-6648 25 — Internal Controls CD 71 N Mr.De Olavarria is a detail-driven internal auditor with more than 20 years of experience in Fortune 500 energy,oil and CARLOS DE 01 AVARRIA,CPA gas,aviation and manufacturing companies.A resourceful thinker,Mr. De Olavarria is an innovative problem solver, SENioRM/RNAGER,AXIA4 and skilled communicator lending a sense of urgency and initiative to every project. 85 in Accounting from ITESM PARtNERS w� (Monterrey Institute of Technology)in Mexico City,Certified Public Accountant in Mexico,internal auditing, PouiERUsER,1G I � r international experience,big four public accounting experience,extensive international experience,fluent English, a ih Spanish and can read in Portuguese. RAT0 $'17O/IOUR'"'Kt ., With over 10years of experience across all aspects of the energyindustry,Ms.Montoya has proven herself a EVELIN MONTOYA�� t z�y; ,� � p Y. Y MANAGER,AXIAf ARiNERs* fs r valuable asset to her clients through her commitment to excellence and in depth experiences across a wide range POWER USER,IGNITE 4f"tkft ,= of accounting and audit services.Evelin specializes in internal audit,internal controls implementations and process }YF improvement.Ms.Montoya began her career with Fortune 500 power and manufacturing companies and an •RATE $1UR40OHOya> independent exploration and production company before coming to AXIA in 2015.Evelin has a BS in Business �` Administration with an emphasis in Accounting from the University of Houston. She is fluent in English and Spanish. cn rn 0 N.) N O g�� Solicitation 16-6648 26 ;'-t Internal Controls 7/12/2016 16.F.2. The documentation below will be provided with the software application. Description Number of Copies Program flowcharts N/A Narrative description of the application 1 paper and electronic copies Narrative description of the program N/A Screen layouts with detailed description of each field 1 paper and electronic copies Report layouts of each report provided 1 paper and electronic copies Data file layouts 1 paper and electronic copies Error handling N/A Error handling is handled throughout the application Instruction Manual 1 paper and electronic copies Emergency Procedures 1 paper and electronic copies Password and security instructions 1 paper and electronic copies Other(describe) N/A Since Ignite is a hosted solution,the only requirement is a browser(Ignite is certified for Internet Explorer 9 and 10) and an internet connection. As such, Collier County Government will have no requirements for maintaining software or hardware. (- . e Solicitation 16-6648 27 Internal Controls Packet Page-1661- 7/12/2016 16.F.2. 6. References References provided by 3 vendors. CIL Comedy Reference Questionnaire Ingsairm& wes Damn() ratthswil Solicitation:16-6648 Internal Control Software Reference Questionnaire for: +-wCS (Name of Company Requesting Reference Information) 144-1--- 4 . :. 144.12.4-ilA. (Name of Individuals Requesting Reference Information) 4,3. A Name: ve1t: tcorJ-) Agency: LS (Evaluator completitig reference questionnaire) (Evaluator's Company completing reference) Email: FAX:..4-10-10-'1•14-,• FAX: Telephone: 71-1 . Collier County is requesting reference information on firms or their key personnel to be used in the selection of a firm to perform this project. The Name of the Company listed in the Subject above has listed you as a client for which they have previously performed work. Please complete the survey.Please rate each criteria to the best of your knowledge on a scale of I to 10.with 10 representing that you were very satisifed(and would hire the firm/individual again)and 1 representing that you were very unsatisfied(and would never hire the firmfindivdival again). If you do not have sufficient knowledge of past performance in a particular area,leave it blank and the item or form will be scored"0." Name of Project Completed by Firm. Project Description kJ- Ltc. 17111„pr . Project Start Date(from Notice te Proceed) Project End Date(2 weeks past Total Number of Days _ implementation) (over Schedule) P t," Initial Project Budget Final Project Budget Overbudget Number of Change Orders Based on Dollars Number of Change Orders(Based on Additional Days Added) Provide additional description of change in time or budget: Item Criteria Score 1 Ability to manage the project costs(minimize change orders to scope). 2 Ability to maintain project scriedulelcomelete on-time or early), 3 Duality of work. 4 Quality of consultative advice provided on the project. to 5 Professionalism and ability to manaae personnel. 10 6 Close out project process(final product turnover;invoices;manuals or going 9 forward documentation,etc.) 7 Ability to verbally communicate and document information clearly and succinctly. it 8 Abiltity to manacle risks and unexpected project circumstances. 9 Abifity to follow agency's policies, proeedures,rules,regulations etc. 10 10 Overall comfort level with hiring the company in the future(customer satisfaction), 10 TOTAL SCORE OF ALL ITEMS .97 1 13y C 0.111, Please FAX this completed survey to: 'IC- /, C n,„4 16,,6648 RFP_Non_CCNATernpIate_01202015 1/ (2 15 ign ite Solicitation 16-6648 28 — Internal Controls Packet Page -1662- 7/12/2016 16.F.2. Cotter Coyne*, Reference Questionnaire Porneirblvb Since*ilosen Solicitation:16-664B internal Control Software Reference Questionnaire for 7-'01 (Name of( ompanyReuesting Reference Information) L At_.• C-74 '..z:e.L19t-i1A. (Name of Individuals Requesting Reference information) Name: *t(- & Agency-. (Evaluator completing reference questionnaire) (Evaluator's Company completing reference) Email: Pt f.;r . FAX:' Telephone:--IV. rLrC . Co/ler County is requesting reference Information on fines or their key personnel to be used in the selection of a firm to perform this project. The Name of the Company listed in the Subject above has listed you as a cent for which they have previously performed work. Please complete the survey.Please rate each criteria to the best of your knowledge on a scale of 1 to 10,with 10 represenlirig that you were very satisifed ono would hire the firrriendividual again)and 1 representing that you were very unsatisfied(and would never hire the finehndivdival again). It you do not have sufficient knowledge of past perfonnarce in a particular area,leave it blank and the item or form will be scored Name of Project Completed by Firm: Project Description • Lt. r Project Start Date(from Nottee to Proceed) Project End Date(2 weeks past Total Number of Days implementation) (over Schedule) N Initial Project Budget Final Project Budget Overbudget Number of Change Orders Based on Dollars Number of Change Orders(Based on Additional Days Added) Provide additional description of change in time or budget: Item Criteria Score 1 Ability to manage the project costs(minimize change orders to scope), I D 2 Ability to maintain project schedule(complete on-time or early). t 0 3 Quality of work. D 4 1 Quality of consultative advice provided on the project. C) 5 - Professionalism and abile to Mafia ie .ersonriol 10 5 Close out project process(final product turnover;invoices;manuals or going forward documentation,etc.) I 0 7 Ability to verbally communicate and document information clearly and succinctly I 0 8 Abiltity to manage risks and unexpected project circumstances, 10 9 Abil- to follow arter_ ylpolicedures.rules,regulations,etc. 10 10 Overall comfort level With hirinttrie company in the future(customer satisfaction). I TOTAL SCORE OF ALL ITEMS 0 D e • 4 5:1t Please FAX this completed survey to: c'Le ey t 241Iie- L. 16-6645 RFP_Non_C,CNATemslate_01202016 15 ite b Internal Controls Solicitation 16-6648 29 Packet Page-1663- 7/12/2016 16.F.2. cifer ccurity „...--,............ Reference Questionnaire ha..frpro6.3 Siercel.Niic.t 4,..greh....4 Solicitation:16-6648 Internal Control Software Reference Questionnaire for: 1. o..144...7-0.1,..a--L, L,7,1-1,10,- (Narnest Company Requesting Reference Information),, _ C --i -.4:_, 1 e I .6-cri , 1:::-pi-c. (Name of Individuals Requesting Reference Information) ---' _... , _., Name: J tiA.-1\ tr.-y-i(Lt. Agenoy . 0- -,4iZi.-;050;1, . _ , (Evaluator completing reference questionnaire) (Evaluator's Company cOMTDIeting reference) Emil: 1-t1"--Y- '1-A-E.--‘-'f. -II:, 19—c,.-e-i-ViriC,,KW,,e . t.7-,-.'0,--' Telephone: Le-- Collier County is requesting reference information on firms or their key personnel to be used in the selection of a firm to perform this project, The Name of the Company fisted in the Subject above has listed you as a client for which they have previously performed work. Please complete the survey.Please rate each criteria to the best of your knowledge on a scale of 1 to 10,with 10 representing that you were very satisiied(and would hire the firm/individual again)and 1 representing that you were very unsatisfied(and would never hire the firm/indivdival again). If you do not have sufficient knowledge of past performance in a particular area,leave it blank and the item or form will be scored Name of Project Completed by Firm: • ,; Project,Descripfion csi.' r:t-,--...k.0 Cav1Ar.1,. --...'Sii0,-;-4---7-1/v13,Li 4-, r,--h,v-1-1, Project Start Date(from Notice to Procee'd) Project End Date(2 weeks past Total Number of Days implementation) .i 1.. 1 . (over Schedule) Initial Project Budget Final Project Budget Overbudget Number of of Change Orders Based on Dollars Number of Change Orders(Based on Additional Days Added) Provide additional description of change In time or budget: 1 Item Criteria 1 ..01 Score 1 Ability to manage the project costs(minimize change orders to scope). 2 Ability to maintain project schedule lcornolete on-time or early). 10 3 Quality of work. 10 4 Quality of consultative advice provided on the project, ID 5 Professionalism and ability to manage personnel. 5 Close out project process(final product turnover.invoices;manuals or going 10' forward documentation, etc.) 7 Ability to verbally communicate and document information clearly and succinctly. ; 8 Abiltity to manage risks and unexpected project circumstances, in 9 Ability to folbyv agency's policies,procedures,rules,regulations,etc. 1,n 10 Overall comfort level with hiring the company in the future(customer satisfaction). ,-, TOTAL SCORE OF ALL TTEMS Please FAX this completed survey to: By 16-U48 RFP_Slar_CCW-tempiaie_012C2016 1$ ) 1Z-- /0112/.2Z-4,1L-1- .;.. I,..,anite Solicitation 16-6648 30 — Infernal'Controls Packet Page-1664- 7/12/2016 16.F.2. 7. Local Vendor Preference Ignite headquarters is located in Houston,TX;therefore,we are not considered a Local Business. Ignite Solicitation 16-6648 31 Internal Controls Packet Page -1665- 7/12/2016 16.F.2. 8. Acceptance of Conditions No exceptions noted. initeInternalControls Solicitation 16-6648 32 Packet Page -1666- 7/12/2016 16.F.2. 9. Required Form Submittals • Attachment 2:Vendor Check List • Attachment 3: Conflict of Interest Affidavit • Attachment 4:Vendor Declaration Statement • Attachment 6: Immigration Affidavit Certification • Attachment 7:Vendor Substitute W-9 • Attachment 8: Insurance and Bonding Requirements Jonite Solicitation 16-6648 33 Internal Controls Packet Page-1667- 7/12/2016 16.F.2. Co ier County Administrative Services Department Procurement Services Division Attachment 2: Vendor Check List IMPORTANT: THIS SHEET MUST BE SIGNED. Please read carefully, sign in the spaces indicated and return with your Proposal. Vendor should check off each of the following items as the necessary action is completed: The Proposal has been signed. Et All applicable forms have been signed and included, along with licenses to complete the requirements of the project. [ Any addenda have been signed and included. [ The mailing envelope has been addressed to: Collier County Government Purchasing Department 3327 Tamiami Trail E Naples FL 34112 Attn: Swainson Hall, Procurement Strategist (2( The mailing envelope must be sealed and marked with Solicitation 16-6648 Internal Control Software and May 20, 2016. El/ The Proposal will be mailed or delivered in time to be received no later than the specified due date and time. (Otherwise Proposal cannot be considered.) If submitting a manual bid, include any addenda (initialed and dated noting understanding and receipt). If submitting bid electronically, bidder will need to download all related documents on www.colliergov.net/bid. The system will date and time stamp when the addendum files were downloaded. ALL COURIER-DELIVERED PROPOSALS MUST HAVE THE RFP NUMBER AND TITLE ON THE OUTSIDE OF THE COURIER PACKET. Name of Firm: e innj s Address: 6-1 c f n 43/ City, State, Zip: 11 0 k) `1 04'9 Telephone: 9 t.3 • E F3 C - .3'197 Email: 0-6&r�-L )C-) L.e�,(1;44.o I Representative Signature: Representative Name: r .r L -t - Date °) '02 (o' ( 16-6648 RFP_Non CCNATemplate_01202016 35 Packet Page-1668- 7/12/2016 16.F.2. Collier County Administrative services Department Procurement Services Division Attachment 3: Conflict of Interest Affidavit By the signature below, the firm (employees, officers and/or agents) certifies, and hereby discloses, that, to the best of their knowledge and belief, all relevant facts concerning past, present, or currently planned interest or activity(financial, contractual, organizational, or otherwise)which relates to the proposed work; and bear on whether the firm (employees, officers and/or agents) has a possible conflict have been fully disclosed. Additionally, the firm (employees, officers and/or agents) agrees to immediately notify in writing the Procurement Director, or designee, if any actual or potential conflict of interest arises during the contract and/or project duration. Firm: fir, -t-P �� -t k-E-o\ --om s Signature and Date: • ( o' f L Print Name S� s C1ffi 2 Title of Signatory C o r7 State of '4712(14.5 County of gie5 SUBSCRIBED AND SWORN to before me this '24day of N,i' 20 itP by :► /e .e-ra , who is personally known to me to be the for the Firm, OR who produced the following identificat' ,fir`. rMn' Nota Publi My Commissi n Expires `' :087Ss.nrn.Siss6-2.iotirrNEIxGpAiaresj' �1207 July 29, 2017 d 16-6648 RF P_N o n_C C NATem plate_01202016 36 Packet Page-1669- 7/12/2016 16.F.2. Colter County Administrative Services Department Procurement Services Division Attachment 4:Vendor Declaration Statement BOARD OF COUNTY COMMISSIONERS Collier County Government Complex Naples, Florida 34112 RE: Solicitation: 16-6648 Internal Control Software Dear Commissioners: The undersigned, as Vendor declares that this proposal is made without connection or arrangement with any other person and this proposal is in every respect fair and made in good faith,without collusion or fraud. The Vendor agrees, if this proposal is accepted, to execute a Collier County document for the purpose of establishing a formal contractual relationship between the firm and Collier County,for the performance of all requirements to which the proposal pertains. The Vendor states that the proposal is based upon the proposal documents listed by Solicitation: 16-6648 Internal Control Software. (Proposal Continued on Next Page) 16-6648 RFP_N on_CCNATem plate_01202016 37 Packet Page-1670- 7/12/2016 16.F.2. PROPOSAL CONTINUED IN WITNESS WHEREOF,WE have hereunto subscribed our names on this 26 i day of r1.ay , 201(0 in the County of 1kzxviS , in the State of 1..%0.S . Firm's Legal Name: Toni-i2. Scrftwave, t b(ctt t!tG,s r L-LC Address: £5 Post st Oc _ (c('ol., Ste. cm City, State, Zip Code: H'b t S ITA f TDC. 116-2.1 Florida Certificate of Authority Document Number: Federal Tax Identification 20 - 1 (61-15 14 CA)(I a PA/l i-viers I LP) Number CCR#or CAGE Code Telephone: 11 3-551.- 3-76-1 FAX: 713-5ES0t- Signature by: Jess Lc.C,etZ. (Typed and written) Title: C o 0 Additional Contact Information Send payments to: AY10..$Pk( S (required if different from above) Company name used as payee Contact name: LI so- CA/rte.-1.r Title: f1/4b •! f 1AA Ope. Address: 1 c R S"�aG m u-ol., Ste. g !iJ City,State,ZIP H-6 RS-tTh I ' ) -7107.-1 Telephone: 710Z- Telephone: 3-SOct- g �(q FAX: S �-SSD -2135 Email: LC~ox 1i tr&4l)CACL CYt€-- US. Ccsyln Office servicing Collier County to place orders (required if different from above) Contact name: l e S 5.CQ 60-1- Title: ZTitle: (-'.06, Address: '5 ( c 9v5-t-(>ot Qlid• r Sty•.9I D City,State,ZIP i+I f Ac t111,1 I '(x 11() 11 Telephone: '1 t3 -S1d1' Ti Email ,9l di-(J 1 G}Ytl ft LatlYDIS LiNlet 16-6648 RFP_Non_C CNATem plate_01202016 38 Packet Page-1671- 7/12/2016 16.F.2. Golfer County Administrative Services Department Procurement Services Division Attachment 6: Immigration Affidavit Certification Solicitation: 16-6648 Internal Control Software This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with formal Invitations to Bid(ITB's)and Request for Proposals(RFP)submittals. Further, Vendors/Bidders are required to enroll in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the vendor's/bidder's proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Failure to include this Affidavit and acceptable evidence of enrollment in the E-Verifv program.may deem the Vendor I Bidder's proposal as non-responsive. Collier County will not intentionally award County contracts to any vendor who knowingly employs unauthorized alien workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e)Section 274A(e)of the Immigration and Nationality Act("INA"). Collier County may consider the employment by any vendor of unauthorized aliens a violation of Section 274A(e) of the INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A(e)of the INA shall be grounds for unilateral termination of the contract by Collier County. Vendor attests that they are fully compliant with all applicable immigration laws(specifically to the 1986 Immigration Act and subsequent Amendment(s))and agrees to comply with the provisions of the Memorandum of Understanding with E-Verify and to provide proof of enrollment in The Employment Eligibility Verification System (E-Verify),operated by the Department of Homeland Security in partnership with the Social Security Administration at the time of submission of the Vendor's/Bidder's proposal. Company Name . �, A-f' S c -- t,9a.r c- 1-\ otir<A L.1,-C Print Name t S., c_,� (ti-( 1-- Title C 0 C7 Signature ._.----"<------------- _. � Date �' I Le State of r / `,.5 County of He/e/. Th oregoing instrument was signed and acknowledged before me this i day of , T , 2V by 0 Era who has produced P -- as identification. Print or pe e) (Type of Identification and Number) 77 s NO�Psubli, •ion;, / pi7YAV CHRIS UNIGA '� " r r Jlr , ; Commission#1254125379 Printed o q�ry P blit .*...4. ,� �P . 7r / -,,,o,�' ; MY Commission Expires tel Notary Commission Number/Expiration 1July 29,2017 The signee of this Affidavit guarantees,as evidenced by the sworn affidavit required herein,the truth and accuracy of this affidavit to interrogatories hereinafter made. 16-6648 RFP_Non_CC NATem plate_01202016 40 Packet Page -1672- 7/12/2016 16.F.2. collier C.-minty Adrninlstrattve Servies Department r-racurernta,nt Serric s Division Attachment 7:Vendor Substitute W—9 Request for Taxpayer Identification Number and Certification In accordance with the Internal Revenue Service regulations, Collier County is required to collect the following information for tax reporting purposes from individuals and companies who do business with the County(including social security numbers if used by the individual or company for tax reporting purposes). Florida Statute 119.071(5) require that the county notify you in writing of the reason for collecting this information, which will be used for no other purpose than herein stated. Please complete all information that applies to your business and return with your quote or proposal. 1. General Information(provide all information) Taxpayer Name _ '2 I 41i1114 i' ■I i a LL. (as shown on income t- return) Business Name (if different from taxpayer name) Address S IS POST' otxk (31Vd.,Sfe.C1)0 City 1t1MS't'bv1 State TX Zip 1"1D21 Telephone113-5S9-31'i-1 FAX 1 I S-Sr1 - 3119 Email j Cj di. ,19n i-i,e.6tMt ulS.&Mal Order Information Remit/Payment Information Address5IS ib&1 (Lj( tid.1Sft. 10 Address 5 IS Ik)S Octk B1v4.13te.`ND Citycity tivAsitt State 1-X, Zip 11x21 City fiD t451l5v State TY Zip he 2-1 FAX 113- 58'1 "37'19 FAX 15 3 Z-551)" a5 Email j9e-he@ nitulsvtirots.t:6V%i Email Lea,"tr , G1X1apOlN firt)S .Qtni 1 2. Company Status(check only one) _Individual/Sole Proprietor _Corporation _Partnership _Tax Exempt(Federal income tax-exempt entity ✓Limited Liability Company under Internal Revenue Service guidelines IRC 501 (c)3) r. Enter the tax classification (D=Disregarded Entity, C=Corporation,P=Partnership) 3. Taxpayer Identification Number(for tax reporting purposes only) Federal Tax Identification Number(TIN) 2.0 -11915-14 (/.}xia Pwvfvrlt vs f L.P) (Vendors who do not have a TIN,will be required to provide a social security number prior to an award of the contract.) 4. Sign and Date Form Certification: Under penalties of perjury, I certify that the information shown on this form is correct to my knowledge. Signature Date `J /240 i 1 to Title 4C co L1M1iy Yl,,p vuk iaRA- Phone Number "i(3-- JS -k$gel J 16-6648 RFP Non_CCNATemplate_01202016 41 Packet Page-1673- 7/12/2016 16.F.2. Cofer County Administrative Seances Department Procurement Services Division Attachment 8: Insurance and Bonding Requirements Insurance I Bond Type Required Limits 1. ®Worker's Statutory Limits of Florida Statutes, Chapter 440 and all Federal Government Compensation Statutory Limits and Requirements 2. ® Employer's Liability $100.000 single limit per occurrence 3. ®Commercial General Bodily Injury and Property Damage Liability(Occurrence Form) patterned after the current $500,000 single limit per occurrence, $2,000,000 aggregate for Bodily Injury ISO form Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability 4. ® Indemnification To the maximum extent permitted by Florida law, the ContractorNendor/Consultant shall 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,to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the ContractorNendor/Consultant or anyone employed or utilized by the ContractorNendor/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. This section does not pertain to any incident arising from the sole negligence of Collier County. 4. ®Automobile Liability $ 1,000,000 Each Occurrence; Bodily Injury &Property Damage, Owned/Non-owned/Hired;Automobile Included 5. 1/ Other insurance as 0 Watercraft $ Per Occurrence noted: ®Technology Errors&Omissions $1,000.000 Per Occurrence 0 United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. $ Per Occurrence ❑ Maritime Coverage(Jones Act)shall be maintained where applicable to the completion of the work. $ Per Occurrence ❑Aircraft Liability coverage shall be carried in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. $ Per Occurrence ❑Pollution $ Per Occurrence ❑Professional Liability $ Per Occurrence • $ 500,000 each claim and in the aggregate • $1,000,000 each claim and in the aggregate • $2,000,000 each claim and in the aggregate Packet Page-1674- 7/12/2016 16.F.2. ❑Professional Liability $ per claim and in the aggregate • $1,000,000 per claim and in the aggregate • $2,000,000 per claim and in the aggregate ❑Valuable Papers Insurance $ Per Occurrence ❑Employee Dishonesty/Crime $ Per Occurrence Including Employee Theft, Funds Transfer Fraud, Include a Joint Loss Payee endorsement naming Collier County. 6. 0 Bid bond Shall be submitted with proposal response in the form of certified funds, cashiers'check or an irrevocable letter of credit, a cash bond posted with the County Clerk, or proposal bond in a sum equal to 5% of the cost proposal. All checks shall be made payable to the Collier County Board of County Commissioners on a bank or trust company located in the State of Florida and insured by the Federal Deposit Insurance Corporation. 7. 0 Performance and For projects in excess of$200,000, bonds shall be submitted with the Payment Bonds executed contract by Proposers receiving award, and written for 100%of the Contract award amount,the cost borne by the Proposer receiving an award. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however,the surety shall be rated as"A-"or better as to general policy holders rating and Class V or higher rating as to financial size category and the amount required shall not exceed 5% of the reported policy holders'surplus,all as reported in the most current Best Key Rating Guide, published by A.M. Best Company, Inc. of 75 Fulton Street, New York, New York 10038. 8. ® Vendor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Vendor shall provide County with certificates of insurance meeting the required insurance provisions. 9. ® Collier County must be named as"ADDITIONAL INSURED"on the Insurance Certificate for Commercial General Liability where required. 10. ® The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR Collier County Government, OR Collier County. The Certificates of Insurance must state the Contract Number, or Project Number, or specific Project description,or must read: For any and all work performed on behalf of Collier County. 11. ® Thirty(30) Days Cancellation Notice required. RLC 4/28/2016 Vendor's Insurance Statement We understand the insurance requirements of these specifications and that the evidence of insurability may be required within five(5)days of the award of this solicitation. Name of Firmi'. •to c>—t-t,c.crc- �1,�)�I - Date p2(_- I L' Vendor Signature �J Print Name c` "l e-1 Z 16-6648 RFP Non CCNATemplate_01202016 43 Packet Page-1675- 7/12/2016 16.F.2. Insurance Agency ��'1 L->d'ww jn Agent Name Ps r\f 141 1.2,Aa('G.)e Telephone Number a2 F / ' `7 '�'�,�a 16-6648 RFP_Non_CCNATemplate_01202016 44 Packet Page-1676- 7/12/2016 16.F.2. 10. Appendices • Appendix I—MSA and SLA • Appendix II—User Manual/Guide inite Solicitation 16-6648 34 - internal Controls Packet Page -1677- 7/12/2016 16.F.2. Appendix I—MSA and SLA Ignite Master Subscription Agreement Thank you for your request to review Ignite's Master Subscription Agreement ("Agreement" or"MSA") which contains the terms and conditions applicable to Ignite's hosted service for business professionals. The Service Order Form will set out the specific details of the Ignite product purchased thereunder, and is incorporated into the Agreement. If you have questions or concerns with any of the terms of this Agreement, please discuss these concerns with your Ignite sales representative so that we can provide answers to your questions and determine whether any modified terms or conditions would be appropriate to your specific situation. When submitting this Agreement for your internal legal review, please convey the following information regarding the MSA: This Agreement provides a contractual basis for customer access to Ignite's products.The product is offered as a "Software as a Service" (aka "Cloud Computing") product and is not the same as an ASP arrangement or a software license. No software or physical materials are delivered to the customer under this Agreement. The Hosted Service is currently hosted for Ignite by Amazon Web Services ("AWS"), a leading provider of high quality hosting services.AWS is subject to an annual SSAE-16 audit for SOC attestation standards. All "Customer Data," as defined in the MSA, is submitted to the Hosted Service directly by the customer via encrypted data communications.All user access to the Hosted Service is accomplished via secure user connections. Customer Data held at Ignite's hosting center is stored in encrypted form. Ignite personnel are not involved in the use of the Hosted Service by the customer, except as may be requested directly by the customer in order to answer questions that the customer may raise. There are no "professional services" or"consulting services" provided under this Agreement, and no "work product" or customized software is produced by Ignite. Ignite does provide help desk assistance for users of the Hosted Service. User training for the Hosted Service is provided as agreed upon based on the Service Order Form. Thank you, and we look forward to having you as a new client. I rite Solicitation 16-6648 35 Internal Controls Packet Page-1678- 7/12/2016 16.F.2. Ignite Master Subscription Agreement Example This ignite master subscription agreement is made as of July_, 2016(the "Effective Date") between Ignite Internal Controls and Collier County Government("the Customer") 3327 Tamiami Trail E, Naples, FL 34412. 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. "Ignite" means Ignite Internal Controls, LLC.,a Texas corporation, having its principal place of business at 515 Post Oak Blvd.,Suite 910, Houston,TX 77027. "Ignite Technology" means all Ignite proprietary technology(including software, hardware, products, processes, algorithms, user interfaces, know-how,techniques, designs and other tangible or intangible technical material or information) which Ignite 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; or(ii) approved for disclosure by prior written permission of an executive officer of the disclosing party. "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. Ignite Solicitation 16-6648 36 Internal Controls Packet Page-1679- 7/12/2016 16.F.2. "Hosted Service" means Ignite's online risk and controls online platform and related services that Ignite provides to Customers and is designated on one or more Service Order Forms to be provided to Customer by Ignite. "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 by executing Service Order Form and to create User accounts and otherwise administer your use of the Hosted Service. "Service Order Form" means the a documents 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 Ignite at your request). "You", "Your" or"Customer" means the company entering into this Agreement with Ignite. 1. License Grant& Restrictions. During the Term of the Agreement, Ignite 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 business purposes. Ignite 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 Ignite 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 gnite Solicitation 16-6648 37 lnternat controls Packet Page -1680- 7/12/2016 16.F.2. (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; (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 Ignite 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 Ignite'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 it 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 Ignite. Ignite has the right at any time to terminate access to any user if Ignite reasonably believe that such termination is necessary to preserve the security, integrity, or accessibility of the Hosted Service or Ignite'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. unite Solicitation 16-6648 38 Internal Controls Packet Page-1681- 7/12/2016 16.F.2. 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 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 Ignite does not own any Customer Data.Customer Data is Customer's proprietary and confidential information and will not be accessed, used or disclosed by Ignite except for the limited purpose of supporting Customer's use of the Hosted Service. Customer, not Ignite, 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. Ignite 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, Ignite 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 Ignite 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 Ignite alone (and its licensors,where applicable) own all right,title and interest, including all related Intellectual Property Rights, in and to the Ignite 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 Ignite Technology, Content or Ignite's Intellectual Property Rights.The Ignite name and logo, and the product names associated with the Hosted Service are trademarks of Ignite, and no right or license is granted to use them. 5. Privacy hnite Solicitation 16-6648 39 lnternai Controls Packet Page-1682- 7/12/2016 16.F.2. Ignite's privacy policy is available upon request. Ignite may modify this policy in its reasonable discretion from time to time with notice to you.As the Hosted Service is an online application, Ignite may occasionally need to notify all Users of important announcements regarding the operation of the Hosted Service. Customer agrees that Ignite 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 Customers is utilizes the Hosted Service. 6. Charges and Payment of Fees Customer will pay all fees and charges 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 reassign a non-active license to another User without an additional fee.The reassigned User license will expire at the end of the existing Term for such license.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)the license fee for the added licenses will be the same as the fee applicable to Customer's then-existing Users, prorated for the remainder of the current annual term; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. Ignite reserves the right to modify its fees,effective as of the end of the then-current Term upon at least thirty(30) days prior notice to you,which notice may be provided by e-mail. All pricing terms and other proprietary information related to Ignite's finances and operations are confidential and Customer agrees not to disclose any pricing and terms or other proprietary information to any third party. Ignite's fees are exclusive of all taxes, levies, or duties, and Customer will either pay directly or reimburse Ignite for all such taxes, levies or duties, excluding taxes based on Ignite's net income, or gross receipts, or for any franchise or excise taxes owed by Ignite. Customer agrees to provide Ignite 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 update 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 Ignite 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. 7. Data Storage Ignite allows for unlimited disk storage space. ignite Solicitation 16-6648 40 - internal controls Packet Page-1683- 7/12/2016 16.F.2. 8. Term The term of this Agreement commences on the Effective Date and will continue for an initial term of one (1)year.Thereafter,this Agreement will automatically renew for an unlimited number of additional [one (1)] year terms unless either party notifies the other party of its intention not to renew at least [thirty (30)days] in advance of the expiration of the then current term. 9. Non-Payment and Suspension Payment of fees under this Agreement is due in accordance with the payment terms in the Service Order Form and Ignite's valid invoice therefor. Ignite 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, Ignite reserves the right to suspend or terminate this Agreement and Customer's access to the Hosted Service if any delinquent payment is not received by Ignite within fifteen (15)days after notice to Customer of such delinquency. If Customer or Ignite 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. Ignite reserves the right to impose a reconnection fee reflecting its costs, not to exceed $1,000, if Customer's access to the Hosted Service is suspended for nonpayment and Customer thereafter request access to the Hosted Service. 10. Termination upon Expiration/Reduction in Number of Licenses Customer may terminate this Agreement or reduce the number of User licenses,effective only upon the expiration of the then current Term, by notifying Ignite in writing at least thirty(30) business days prior to the expiration of that Term. Ignite reserves the right to terminate this Agreement effective as of the end of the then-current Term by one hundred and eighty(180) days advance notice thereof. 11. 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. Ignite, 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 Ignite's Intellectual Property Rights) after notice to Customer of such breach. If a material breach of this Agreement by Ignite remains uncured thirty(30) days after notice thereof by you, Customer will have the right to terminate the Agreement by notice thereof to Ignite and will receive a pro-rata refund for payment previously received by Ignite corresponding to any period after the effective date of such termination. 12. Representations&Warranties Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Ignite represents and warrants that Ignite Solicitation 16-6648 41 internal controls Packet Page-1684- 7/12/2016 16.F.2. (a) it will provide the Hosted Service in a manner consistent with the Support Services Policy, as set forth in Appendix A,the Service Level Agreement, as set forth in Appendix B,the 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 Ignite or any other party. Ignite reserves the right to change hosting providers in its discretion, provided that any successor hosting provider conforms to Ignite's facility, security and audit requirements. 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 Customer will indemnify, defend and hold Ignite, 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 Ignite (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 Ignite of all liability and such settlement does not affect Ignite's business); and (c) provides to Customer all available information and assistance. Ignite 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: Crrilte Solicitation 16-6648 42 Internal controls Packet Page-1685- 7/12/2016 16.F.2. (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 Ignite of its representations or warranties; or (iii) a third party claim arising from breach of this Agreement by Ignite; provided that Customer (a) promptly give written notice of the claim to Ignite; (b)give Ignite sole control of the defense and settlement of the claim (provided that Ignite may not settle or defend any claim unless it unconditionally releases Customer of all liability to any third party); and (c) provide Ignite all available information and assistance. Ignite will have no indemnification obligation, and Customer will indemnify Ignite 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 Ignite where such claim or infringement would not have occurred in the absence of such combination. 14. Disclaimer EXCEPT AS EXPLICITLY PROVIDED HEREIN, IGNITE 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 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 IGNITE'S CONTROL. IGNITE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS OUTSIDE OF IGNITE'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 anite Solicitation 16-6648 43 Internal Controls Packet Page -1686- 7/12/2016 16.F.2. 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 Texas 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 Houston,Texas. 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 Ignite employees or agents in connection with this Agreement. Ignite makes no representation that the Hosted Service is appropriate or available for use in other locations. Notwithstanding the foregoing, Ignite warrants that the use of the Hosted Service does not require that Customer or Ignite 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 Ignite 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 Ignite, or 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 Ignite will be addressed to: Ignite, 515 Post Oak Blvd,Suite 910, Houston,TX 77027, attention: CEO. Notice to Customer will be addressed to Customer's address on record in Ignite'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 Ignite directly or indirectly owning or controlling 50%or more of Customer will entitle Ignite 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 Solicitation 16-6648 44 b Internal Controls Packet Page-1687- 7/12/2016 16.F.2. (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 Ignite as a result of this Agreement.The failure of Ignite 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 Ignite in writing.This Agreement comprises the entire agreement between Customer and Ignite 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. Additional Documents Appendix A: Ignite's Support Services Policy Appendix B: Ignite's Service Level Agreement Each of the foregoing is hereby incorporated by reference. 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 failure by Ignite or its Licensors to meet the Uptime commitment set forth herein. The service level credits for any month cannot exceed the amount of monthly recurring fees paid by Customer for that month. Appendix A—Support Services Policy Ignite 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 Ignite's on-line support portal,which is actively monitored by qualified Ignite support personnel. Current status for all support cases previously reported by a customer can be viewed via the support portal at www.IgniteControls.com. Ignite Solicitation 16-6648 45 Internal controls Packet Page-1688- 7/12/2016 16.F.2. 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 Ignite 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. Ignite 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 Ignite's firewall, but not excluding failures or defects of Ignite'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 Ignite, 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 Ignite Response: Ignite 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 Ignite: within four(4) hours Ignite Response: Ignite shall use its best efforts to provide a temporary fix or workaround for the problem within five (5) calendar days after Ignite's receipt of Customer's support request. arture Solicitation 16-6648 46 Internal Controls Packet Page-1689- 7/12/2016 16.F.2. Case update target:within twenty-four(24) hours after Ignite'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 Ignite:within eight(8) hours Ignite Response: Resolution within a time frame five (5) business days after Ignite'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: Ignite's technical support, production management and engineering personnel are notified and actively working the event. Hour 5: Ignite's Director(s) of IS are notified and involved in the problem resolution. Hour 8: Ignite's executive management team, including the CEO, is notified and involved in the problem resolution. Priority 2 Problem Escalation. Ignite 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. Appendix B—Service Level Agreement Ignite'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 Ignite, and is measured from the time the trouble ticket is opened by the Customer. Upon receiving a report of downtime from the Customer,for each full hour of downtime, Ignite will credit the Customer two percent(2%) of the monthly fee, up to fifty percent (50%) of Customer's monthly fee for the affected Hosted Service. Ignite'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. ignite Solicitation 16-6648 47 Infernal Controls Packet Page-1690- 7/12/2016 16.F.2. The Hosted Service is considered unavailable for any period of time (measured in minutes) ("Downtime")during which the Host Service is materially impaired such that Customer or its Users cannot access the Hosted Service on Ignites 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 Ignite's firewall), or(d) a Force Majeure Event. "Scheduled Maintenance" means any planned maintenance by Ignite that might cause the Hosted Service to be unavailable to Customer or its Users. Service Level Credit: For any period in which Uptime is less than 99.99%, Ignite shall issue a credit(a "Service Level Credit")to Customer in an amount determined according to the following percentages of monthly fees: Uptime Credit 100%-99.9% 0 Less than 99% 20% Data Backup Cycles and Disaster Recovery Plan: • Data backups are taken daily and incremental every 15 minutes. • Ignite shall maintain or cause to be maintained disaster avoidance procedures designed to safeguard the Customer. • In the event of a disaster or a request from the Customer, Ignite support will restore the most recent back up. The recovery time objective ("RTO") is determined by the support team depending on the severity of the disaster. [Signatures on next page.] nite Solicitation 16-6648 48 L. Internal Controls Packet Page-1691- 7/12/2016 16.F.2. Signature Page- Ignite Master Subscription Agreement Collier County Government Ignite Software Holdings, LLC. Signature: Signature: Name: Name: Title: Title: Date: Date lanite Solicitation 16-6648 49 Internal Controls Packet Page-1692- 7/12/2016 16.F.2. Service Order Form Business Name: Order Start Date: Terms of Service: Implementation Fee: Monthly Cost Per User: No. of User Licenses: Payment Frequency: Recurring Payment: Initial Payment: License Administrator: Billing Company Name: Billing Name: Billing Address: Billing Phone: Billing Email: Billing Fax: Invoice Delivery Method: Payment Type: Terms of Payment: Type of Services: Use of subscriptions ordered above shall be governed by all cases by Ignite's Master Subscription Agreement agreed to between Customer and Ignite upon commencement of services. Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of the customer. grate Solicitation 16-6648 50 Internal Controls Packet Page-1693- 7/12/2016 16.F.2. Ignite Software Holdings, LLC. Customer Signature: Name: Signature: Title: Name: Date Title: Ignite Solicitation 16-6648 51 Internal Controls Packet Page-1694- 7/12/2016 16.F.2. Appendix II— User Manual/Guide '1/4-00' m � Internal Controls Quick User Guide v3 .0 Release V 1.8631 05.17.2016 May 24, 2016 -.;1.1°N www.ignitecontrols.com icnite Solicitation 16-6648 52 Internal Controls Packet Page-1695- 7/12/2016 16.F.2. Table of Contents What is Ignite Internal Controls'""? 3 Ignite internal Controls''"Login ......................................... 3 My Workspace 6 My Open Tasks 6 Tasks I Can Claim 7 My Completed Tasks 8 Control Elements...... 11 Controls Explorer 11 Master Structure 12 Location Structures 19 Controls Query 23 Findings 27 Control Testing., 28 Reports 41 Charts 43 Control Structure Analysis 50 Admin 52 Manage Users&Roles 52 Manage Workflows 60 Manage Testing Phases 63 Upload Data 68 Helpful Hints 70 ignite Solicitation 16-6648 53 Internal Controls Packet Page -1696- 7/12/2016 16.F.2. What is Ignite Internal ControlsTM? Ignite Internal ControlsTM is a cloud-based solution and is purpose-built to remove the inefficiencies that plague compliance processes while introducing quality, repeatability and transparency. We started with an analysis of where organizations spend the most time in compliance.That analysis served as our guiding light in the architecture of Ignite.We layered in numerous elements to make the user experience simply delightful.The end result is a state-of-the-art solution representing a new breed of internal controls software. For more information visit www.ignitecontrols.com Or scan: I ❑! 1 Note:This is the first 3 of the User Guide. Full detailed user manual will be provided once RFP is approved. n Solicitation 16-6648 54 Internal Controls Packet Page -1697- 7/12/2016 16.F.2. AGREEMENT 16-6648 for Internal Control Software THIS AGREEMENT, made and entered into on this day of 2016, by and between Ignite Software Holdings, LLC, authorized to do business in the State of Florida, whose business address is 515 Post Oak Blvd., Suite 910, Houston, Texas 77027, (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a one (1) year period, commencing on Date of Board award and terminating one (1) year 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 annually the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year 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 services upon the issuance of a Purchase Order. 3. STATEMENT OF WORK. In response to the County's Request for Proposal (RFP) for Internal Control Software, RFP #16-6648, the Contractor shall provide services in accordance with the terms and conditions of RFP #16-6648, Exhibit A — Scope of Services, Exhibit C - Subscription Agreement and Contractor's Proposal, referred to herein and made an integral part of this Agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 0 II #16-6648 "Internal Control Software" Packet Page-1698- 7/12/2016 16.F.2. 4. THE AGREEMENT SUM. The County shall pay the Consultant for the performance of this Agreement pursuant to the fees set forth in Exhibit"B " - Price Schedule, the price methodology as defined in Section 4.1, and Section 4.4 Travel and Reimbursable Expenses as defined in this Agreement. Prices shall remain firm for the initial term and all renewal terms of this Agreement. Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager, or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." 4.1 Price Methodology: 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. Time and Materials: the County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. Unit Price: the County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification. 4.2 Any County agency may purchase products and services under this Agreement, provided sufficient funds are included in their budget(s). 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. 2 #16-6648 "Internal Control Software" Packet Page -1699- ,1O 7/12/2016 16.F.2. 4.4 Travel and Reimbursable Expenses. Travel and Reimbursable Expenses must be approved in advance in writing by the Project Manager, or designee. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Any trips within Collier and Lee Counties are expressly excluded. Reimbursements shall be at the following rates: Mileage $0.445 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard-size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Actual cost of either taxi or airport Limousine limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C-2. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following Address: Ignite Software Holdings, LLC 515 Post Oak Blvd., Suite 910 Houston, Texas 77027 Attention: Nick Bednorz, CEO & Managing Partner Telephone: 713-589-5052 Facsimile: 713-589-3799 Email: nebednorz(a>axiapartners-us.com 3 I E' .9 `2 #16-6648 "Internal Control Software" Packet Page -1700- 7/12/2016 16.F.2. All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Procurement Services Division 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Director, Procurement Services Division Telephone: 239-252-8407 Facsimile: 239-252-6480 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 obtainedectio 218.80, .S., alll permits or. he necessary for the prosecution of the Work shall by 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 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. Page i4 #16-6648 "Internal Control Soft«are" Packet Page -1701- \ . 7/12/2016 16.F.2. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non- performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $500,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. 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 $100,000 for each accident. D. Technology Errors & Omissions: Such insurance shall have limits of not less than $1,000,000 per occurrence. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. 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 ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy Page 5 #16-6648 "Internal Control Software" Packet Page-1702- 7/12/2016 16.F.2. 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 he is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Public Utilities Division. 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: Exhibit A — Scope of Services; Exhibit B - Fee Schedule; Exhibit C — Subscription Agreement, Contractor's Proposal, Insurance Certificate(s), and RFP #16- 6648. Page 16 #16-6648 `Internal Control Software" Yet Packet Page -1703- 7/12/2016 16.F.2. 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, 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: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 19. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be Page 17 #16-6648 "Internal Control Software" Packet Page -1704- 7/12/2016 16.F.2. 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 public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful proposer. 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall Page 8 416-6648 "Internal Control Software" Packet Page -1705- new 7/12/2016 16.F.2. 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. 24. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement/project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the Agreement on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service delivery dates. 26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal (RFP), the Contractor's Proposal, and/or the County's Board approved Executive Summary, this Agreement shall take precedence. 27. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 28. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which Page I9 #16-6648 "Internal Control Software" Packet Page-1706- 7/12/2016 16.F.2. 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. * * * * * Page 1 10 416-6648 "Internal Control Software" h Packet Page -1707- 7/12/2016 16.F.2. IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwight E. Brock, Clerk of Courts By: By: Donna Fiala, Chairman Dated: (SEAL) Ignite Software Holdings, LLC Contractor By: First Witness Signature TType/print witness namet TType/print signature and titlee Second Witness TType/print witness nameT Approved as to Form and Legality: Assistant County Attorney Print Name Page ( 11 #16-6648 "Internal Control Software" Packet Page-1708- kw® 7/12/2016 16.F.2. Exhibit A Scope of Services The Contractor will provide a user friendly "cloud based" software solution that: 1. Develops and manages COSO/GAO internal control framework. 2. is scalable and customizable for agency wide application. 3. Manages dashboards to monitor results and current status that is scalable for all users of the system. 4. Maps internal controls from the COSO Point of Focus/GAO Attribute level to the component level. 5. Provides levels of security authorizations and permission levels, which may include administrator, editor, viewer, etc. 6. Provides for unique transaction numbering. 7. Allows for system users to display and edit internal control purpose, review instructions, policies, etc. 8. Customizes schedule of internal control review frequencies. 9. Facilitates internal control review certification though a customizable electronic workflow with various approval levels. 10.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. 11.Tracks capabilities such as deficiency mitigation, control update implementation, best practices, etc. 12.Generates automated email reminders for deadlines, new assignments, etc. 13.Provides for customizable and scalable reporting at the agency, division or department level, and allows data to "push" or be pulled to other County applications. 14.Provides for user friendly screens, reports and integration tools. The Contractor is expected to: 1. Review the current data and work completed by the Agency and integrate that information into the new software (data migration); 2. Provide the Agency with a test environment on an on-going basis as the Agency may consider new functionality, reports, etc.; 3. Provide customer service and support for implementation of the new software by assisting with set-up, training and on-going support; 4. Provide a back-up, storage and retrieval system in the event of an emergency; 5. All data included within the system belongs to the Agency. 6. Provide the Agency with its data at the end of the contract and assist the Agency in a cooperative manner moving the data and history should the Agency change contractors. 7. The Contractor agrees to adhere to the Agency Technical Requirements in Exhibit 1- TACS of the RFP. Page 12 #16-6648 "Internal Control Software" �.., Packet Page-1709- 7/12/2016 16.F.2. Exhibit "B" — Price Schedule Implementation Phase Description Lump Sum Fee Phase I — Data Migration $7,600 • Configure data for excel upload into Ignite. • Setup role definition — administrator, edit and read- only • Configure Workflow Phase III — Testing and Acceptance In Development $3,080 Environment • Provide a test environment, where needed, for Collier Phase IV — Training (Development of training materials, $6,550 including "trainer and trainer" transfer of knowledge) • Training to include on-site group training, webex group Note: 80 hours training, and training of administrators to "train the included at no cost trainer". Phase V —Post Production Support (include 40 hours annual $0 at no cost to the County) • Post production support for Collier for setup, end user assistance, etc. • See below* Consulting Phase Description Lump Sum Fee Phase II — Develop Test Scripts $26,950 • Develop COSO/GAO, as appropriate, questionnaires for the self-certification process Phase V— Post Production Support $6,750 • Additional assistance with setup, support, configuration, etc. Phase VI — Project Management $7,500 • Overall project management to include project oversight, client meetings and final review. *Post Production Support: The Contractor shall provide Post Production Support during the term of this Agreement including all renewal terms. The Contractor agrees to provide at no cost to the County forty (40) hours annually for Post Production Support. Any Post Production Support beyond the annual forty (40) hours will be charged on a time and material bases per Section 4.1 Price Methodology and must be approved in advance in writing by the Project Manager, or designee. Page I I, 1 16-6648 'Internal Control Software' ' Packet Page-1710- 7/12/2016 16.F.2. Exhibit "B" — Price Schedule Annual User Fees Users Annual Unit Price Per User 0-200 $250** 200-300 $225** 300-400 $200** **The Contractor will provide forty hours of training for the purchase of every 100 additional uses at no cost the County. Any traveling expenses related to training will be pursuant to Section 4.4 Travel and Reimbursable Expenses and must be approved in advance in writing by the Project Manager, or designee. Page I14 #16-6648 "Internal Control Software" foo Packet Page -1711- 7/12/2016 16.F.2. Exhibit C Ignite's Master Subscription Agreement Ignite ("Contractor" and "Ignite") hereby agrees to grant Collier County, a political subdivision of the State of Florida ("County" and "Customer"), who hereby agrees to accept the following subscription terms for the use of Consultant's provided software. 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 the terms and conditions of this Master Subscription Agreement, any subsequent Service Order Form(s) signed by the parties and materials incorporated by reference herein. "Ignite" means Ignite Internal Controls, LLC., a Texas corporation, having its principal place of business at 515 Post Oak Blvd., Suite 910, Houston, TX 77027. "Ignite Technology" means all Ignite proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) which Ignite 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; or (ii) approved for disclosure by prior written permission of an executive officer of the disclosing party. Confidentiality of information contained in this Agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. Page I15 #16-6648 "Internal Control Software" �r� .. Packet Page-1712- ` -t2 m 7/12/2016 16.F.2. "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 Ignite's online risk and controls online platform and related services that Ignite provides to Customers and is designated in Exhibit*** Price**of the Master Agreement, and subsequent Service Order Form(s) to be provided to Customer by Ignite. "Initial Term" means the initial period during which you are obligated to pay for the Hosted Service as set out in the Master Agreement and during which a specified number of Users are licensed to use the Hosted Service pursuant to the Master Agreement. "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 by executing Service Order Form and to create User accounts and otherwise administer your use of the Hosted Service. "Master Contract" means Agreement 16-6648 for Internal Control Software entered into by and between Ignite and Customer concurrent with this Agreement. "Service Order Form" means the a documents 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 Ignite at your request). "Upgrade/Updates" — All version upgrades and software updates are included at no cost to the Customer. "You", "Your" or "Customer" means Collier County, a political subdivision of the State of Florida and Collier County Board of County Commissioners entering into this Agreement with Ignite. 1. License Grant & Restrictions. Page 16 #16-6648 `Internal Control Software" Packet Page -1713- 7/12/2016 16.F.2. During the Term of the Master Agreement, Ignite 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 business purposes. Ignite 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 the Master Agreement and this Agreement. All rights not expressly granted to Customer are reserved by Ignite 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; (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 Ignite 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 Page 117 #16-6648 `Internal Control Software" 1 (e) Packet Page-1714- . 7/12/2016 16.F.2. responsible for the compliance of all such Affiliates with the terms and conditions of the Master Agreement and 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 Ignite'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 it 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 Ignite. Ignite has the right at any time to terminate access to any user if Ignite reasonably believe that such termination is necessary to preserve the security, integrity, or accessibility of the Hosted Service or Ignite'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 Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, 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 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 Page118 #16-6648 "Internal Control Software" Packet Page-1715- 7/12/2016 16.F.2. expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret. 3. Account Information, Data and Privacy. Ignite does not own any Customer Data. Customer Data is Customer's proprietary and confidential information and will not be accessed, used or disclosed by Ignite except for the limited purpose of supporting Customer's use of the Hosted Service. Customer, not Ignite, 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. Ignite 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, Ignite 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 Ignite 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. Ignite alone (and its licensors, where applicable) own all right, title and interest, including all related Intellectual Property Rights, in and to the Ignite 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 Ignite Technology, Content or Ignite's Intellectual Property Rights. The Ignite name and logo, and the product names associated with the Hosted Service are trademarks of Ignite, and no right or license is granted to use them. 5. Privacy. Ignite's privacy policy is available upon request. Ignite may modify this policy in its reasonable discretion from time to time with notice to you. As the Hosted Service is an online application, Ignite may occasionally need to notify all Users of important announcements regarding the operation of the Hosted Service. Customer agrees that Ignite 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 Customers is utilizes the Hosted Service. 6. Charges and Payment of Fees. Customer will pay all fees and charges in accordance with the terms contained Exhibit B of the Master Agreement, and subsequent user licenses, as approved in writing by both parties. Page 119 416-6648 "Internal Control Software" Packet Page -1716- 7/12/2016 16.F.2. Customer is responsible for paying for all User licenses specified in a Exhibit B and subsequent Service Order Form(s), whether or not such User licenses are actively used. However, Customer may reassign a non-active license to another User without an additional fee, upon written notice to Ignite. The reassigned User license will expire at the end of the existing Term for such license. 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) The license fee for the added licenses will be the same as the fee applicable to Customer's then-existing Users, prorated for the remainder of the current annual term; and (iii) Licenses added in the middle of a billing month will be charged in full for that billing month. Ignite reserves the right to modify its fees, effective as of the end of the initial term of the Master Agreement or on subsequent Service Order(s) the then-current Term upon at leastthirty (30) days prior notice to you, which notice may be provided by e-mail. All pricing terms and other proprietary information related to Ignite'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 Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. Ignite's fees are exclusive of all taxes, levies, or duties, and Customer will either pay directly or reimburse Ignite for all such taxes, levies or duties, excluding taxes based on Ignite's net income, or gross receipts, or for any franchise or excise taxes owed by Ignite. Customer agrees to provide Ignite 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 update 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 will follow Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act" and County's Procurement Ordinance. 7. Data Storage. Ignite allows for unlimited disk storage space. Page 1 20 #16-6648 "Internal Control Software" Packet Page -1717- 7/12/2016 16.F.2. 8. Term. The term of this Agreement will run concurrent with the Master Agreement term, including any renewal periods and subsequent Service Order Form(s). 9. Non-Payment and Suspension. Payment of fees under this Agreement is due in accordance with Exhibit B and any subsequent Service Order Form(s) and Ignite's valid invoice therefor. Ignite 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. If Customer or Ignite initiates termination of this Agreement, Ignite's recovery against the Customer shall be limited to that portion of the Contract Amount earned through the date of termination. Ignite shall not be entitled to any other or further recovery against the Customer for early termination of the Master Agreement or subsequent Service Order(s), including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Ignite reserves the right to impose a reconnection fee reflecting its costs, not to exceed $1,000, if Customer's access to the Hosted Service is suspended for nonpayment and Customer thereafter request access to the Hosted Service. 10. Termination upon Expiration/Reduction in Number of Licenses. Customer may terminate this Agreement or reduce the number of User licenses, effective only upon the expiration of the then current Term, by notifying Ignite in writing at least thirty (30) business days prior to the expiration of that Term. Ignite reserves the right to terminate this Agreement effective as of the end of the then-current Term by one hundred and eighty (180) days advance notice thereof. 11. 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. Ignite, 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 Ignite's Intellectual Property Rights) after notice to Customer of such breach. If a material breach of this Agreement by Ignite remains uncured thirty (30) days after notice thereof by you, Customer will have the right to terminate the Agreement by notice thereof to Ignite and will receive a pro-rata refund for payment previously received by Ignite corresponding to any period after the effective date of such termination. Page 121 #16-6648 "Internal Control Software" CPG t Packet Page-1718- 7/12/2016 16.F.2. 12. Representations &Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Ignite represents and warrants that: (a) it will provide the Hosted Service in a manner consistent with the Support Services Policy, as set forth in Appendix A, the Service Level Agreement, as set forth in Appendix B, the 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 Ignite or any other party. Ignite reserves the right to change hosting providers in its discretion, provided that any successor hosting provider conforms to Ignite's facility, security and audit requirements. 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. Customer will indemnify, defend and hold Ignite, 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 Ignite: (a) promptly gives Customer written notice of the claim; Page 22 #16-6645 "internal Control Software" Packet Page -1719- 7/12/2016 16.F.2. (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 Ignite of all liability and such settlement does not affect Ignite's business); and (c) provides to Customer all available information and assistance. Notwithstanding the foregoing, Customer shall not be bound by the terms of this Section 13 to the extent precluded by applicable law (e.g., Section 768.28, Fla. Stat. sovereign immunity of a governmental entity). Ignite 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 Ignite of its representations or warranties; or (iii) a third party claim arising from breach of this Agreement by Ignite; provided that Customer: (a) promptly give written notice of the claim to Ignite; (b) give Ignite sole control of the defense and settlement of the claim (provided that Ignite may not settle or defend any claim unless it unconditionally releases Customer of all liability to any third party); and (c) provide Ignite all available information and assistance. Ignite will have no indemnification obligation, and Customer will indemnify Ignite 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 Ignite where such claim or infringement would not have occurred in the absence of such combination. 14. Disclaimer. EXCEPT AS EXPLICITLY PROVIDED HEREIN, IGNITE 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 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 Page 23 #16-6648 "Internal Control Software" Packet Page-1720- 7/12/2016 16.F.2. 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 IGNITE'S CONTROL. IGNITE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS OUTSIDE OF IGNITE'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 Middle District federal courts located in 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 Ignite employees or agents in connection with this Agreement. Ignite makes no representation that the Hosted Service is appropriate or available for use in other locations. Notwithstanding the foregoing, Ignite warrants that the use of the Hosted Service does not require that Customer or Ignite 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. Page 24 416-6648 "Internal Control Software" Packet Page -1721- 7/12/2016 16.F.2. Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. 18. Notice. Ignite 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 Ignite, or 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 Ignite will be addressed to: Ignite, 515 Post Oak Blvd, Suite 910, Houston, TX 77027, attention: CEO. Notice to Customer will be addressed to Customer's address on record in Ignite'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 Ignite directly or indirectly owning or controlling 50% or more of Customer will entitle Ignite 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 joint venture, partnership, employment, or agency relationship exists between Customer and Ignite as a result of this Agreement. The failure of Ignite 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 Ignite in writing. The Master Contract, including all attachments and Page25 #16-6648 "Internal Control Software" u Packet Page-1722- 7/12/2016 16.F.2. referenced Exhibits, this Agreement and subsequent, Service Order(s) comprises the entire agreement between Customer and Ignite 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. Additional Documents Appendix A: Ignite's Support Services Policy Appendix B: Ignite's Service Level Agreement Each of the foregoing is hereby incorporated by reference. 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 failure by Ignite or its Licensors to meet the Uptime commitment set forth herein. The service level credits for any month cannot exceed the amount of monthly recurring fees paid by Customer for that month. Page(26 #16-6648 "Internal Control Software" 1 Packet Page -1723- 7/12/2016 16.F.2. Appendix A— Support Services Policy Ignite 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 Ignite's on-line support portal, which is actively monitored by qualified Ignite support personnel. Current status for all support cases previously reported by a customer can be viewed via the support portal at www.IgniteControls.com. 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 Ignite 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. Ignite 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 Ignite's firewall, but not excluding failures or defects of Ignite'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 Ignite, 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 Ignite Response: Ignite will provide immediate and continuing efforts to correct the problem. Case update target: every eight (8) hours from time of submission Page 127 #16-6648 "Internal Control Software" Packet Page -1724- 7/12/2016 16.F.2. 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 Ignite: within four (4) hours Ignite Response: Ignite shall use its best efforts to provide a temporary fix or workaround for the problem within five (5) calendar days after Ignite's receipt of Customer's support request. Case update target: within twenty-four (24) hours after Ignite'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 Ignite: within eight (8) hours Ignite Response: Resolution within a time frame five (5) business days after Ignite'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: Ignite's technical support, production management and engineering personnel are notified and actively working the event. Hour 5: Ignite's Director(s) of IS are notified and involved in the problem resolution. Hour 8: Ignite's executive management team, including the CEO, is notified and involved in the problem resolution. Priority 2 Problem Escalation. Ignite 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. Page I 28 416-6648 "internal Control Software" Packet Page-1725- 7/12/2016 16.F.2. Appendix B —Service Level Agreement Ignite'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 Ignite, and is measured from the time the trouble ticket is opened by the Customer. Upon receiving a report of downtime from the Customer, for each full hour of downtime, Ignite will credit the Customer two percent (2%) of the monthly fee, up to fifty percent (50%) of Customer's monthly fee for the affected Hosted Service. Ignite'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 Host Service is materially impaired such that Customer or its Users cannot access the Hosted Service on Ignites 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 Ignite's firewall), or (d) a Force Majeure Event. "Scheduled Maintenance" means any planned maintenance by Ignite that might cause the Hosted Service to be unavailable to Customer or its Users. Service Level Credit: For any period in which Uptime is less than 99.99%, Ignite shall issue a credit (a "Service Level Credit") to Customer in an amount determined according to the following percentages of monthly fees: Uptime Credit 100% - 99.9% 0 Less than 99% 20% Data Backup Cycles and Disaster Recovery Plan: • Data backups are taken daily and incremental every 15 minutes. • Ignite shall maintain or cause to be maintained disaster avoidance procedures designed to safeguard the Customer. • In the event of a disaster or a request from the Customer, Ignite support will restore the most recent back up. The recovery time objective ("RTO") is determined by the support team depending on the severity of the disaster. Page I 29 #16-6648 "Internal Control Software" Packet Page -1726- 7/12/2016 16.F.2. Office of Internal Controls Contractual Fiscal Impacts` ^ .0� Consultation Fees-$41,200 Second 100 Third 100 Users Implementation-$17,230 Travel Potential Scenarios First 200 Users Total Cost Users($225) ($200) $10,150 *Rounded to the nearest$100 Year One $50,000 $22,500 $20,000 $68,600 $161,100 Packet Page-1727- 7/12/2016 16.F.2. Packet Page-1728- Request for Proposal: Collier County May 31, 2016 LEGAL / CONFIDENTIALITY NOTICE LEGAL NOTICE: All content provided to you by BlackLine Systems, Inc., is confidential and proprietary to and the intellectual property of BlackLine Systems, Inc. (“BlackLine”), and has been submitted for the sole purpose of responding to the Request for Proposal of Collier County (“RFP”). Your acceptance, review, or use of BlackLine’s content constitutes your binding agreement to maintain confidentiality with respect to its contents, and to refrain from any use or disclosure other than as reasonably necessary for the evaluation of BlackLine’s products and services in connection with the RFP. In the event any terms or provisions of the RFP conflict with BlackLine’s responses, BlackLine’s offer is based on BlackLine’s responses rather than the provisions of the RFP. In the event that you do not agree with the foregoing terms, your review or use of BlackLine’s content is unauthorized and BlackLine’s content shall be promptly returned to BlackLine or destroyed. Table of Contents Item Page Cover Letter / Management Summary (Tab 1)..................................................................................... 4Contractor and Team Qualifications (Tab 2) ........................................................................................5Contractor’s Fiscal Stability (Tab 3) ....................................................................................................6Contractor’s Software Components (Tab 4) .........................................................................................7Cost and Schedule of Services to the County (Tab 5) ......................................................................... 19References (Tab 6) ......................................................................................................................... 21 Acceptance of Conditions (Tab 7) ..................................................................................................... 22 Required Form Submittals (Tab 8) .................................................................................................... 23 Exhibit Overview: COSO Compliance in BlackLine ........................................................................................ 32 Implementation Team Representative Bios ....................................................................................... 34 Legal Provisions ..............................................................................................................................35Master Subscription Agreement ........................................................................................................ 39 BlackLine Business Certificate .......................................................................................................... 54 BlackLine Audit Letters (2013-2015) ................................................................................................. 55 Certificate of Insurance ................................................................................................................... 60 D&B Report .................................................................................................................................... 61 E-Verify Screenshot ........................................................................................................................ 62 Contractor and Team Qualifications *At this early date, BlackLine is unable to determine exactly which of our implementations consultants will be assigned. However, your implementations consultant will be a senior individual and a certified product expert with a series of high profile implementations. In many cases, our implementation consultants are former BlackLine users, who implemented the tool at their last company. Your dedicated implementations expert will have the ability to draw on a wide variety of internal BlackLine resources as needed. Index Minimum Qualifications Questions Response1. Indicate the number of years the firm has been in business. (number of years) 2.Indicate the number of completed software installations which have been in-service for public/governmental agencies with at least 200 users, or more in the past five (5) years (1/1/2011 – 12/31/2015) that are similar to this RFP scope of work. (number of completedinstallations) 3.Indicate the number of full time contractor’s consultants who be assigned to the implementation of startup. Provide a brief biography / resume on each consultant. (number of full time equivalents) 4. For the full time contractor’s consultants named in item 3 above, indicate the number of successful implementations for public/governmental agencies with at least 200 users, or more in the past five (5) years (1/1/2011 – 12/31/2015). (number of successful implementations) 5.Identify the number of hours of customer support that the Agency will receive on an annual basis. (number of hours) 6. Identify the number of completed COSOimplementation projects over the past three (3) years (1/1/2013 - 12/31/2015). (number of completedprojects) 7. Identify the number of COSO implementation projects currently started. (number of completedprojects) 8.Provide the number of annual number of hours of customer support included in the firm’s proposal provided yo the Collier County team. (number of hours annually included) TOTAL Add items 1 – 8 to determine the proposer’s Minimum Qualifications. Contractor’s Fiscal Stability Index Fiscal Stability Questions Response1. Provide the contractor’s Dun and Bradstreet CompositeCredit Appraisal rating. Provide a copy of the Dun and Bradstreet report for primary proposer and all companies affiliated with the resultant proposal. (number) 2. Indicate the number of times the contractor or their principals have filed for bankruptcy during the past five year (January 1, 2011- December 31, 2015). (number) 3. Provide the average number of days the firm pays its accounts payable transactions. (average number ofdays)4. Provide the number of external audit “management comments / letters” received during the past five year (January 1, 2011- December 31, 2015). Provide a copy of all management comments / letters during that period. Provide the previous two (2) years of income statement, balance sheet and statement of cash flow. (number) TOTAL Add items 1 – 5 to determine the proposer’s FiscalStability. * As BlackLine is a privately-held organization, our financials are considered confidential information. We will be happy to provide our financial upon execution of an appropriate non-disclosure agreement. Contractor’s Software Components In this tab, provide a narrative / screen shots/ reports which address: Identify how the cloud based software accomplished the objectives identified by the Agency. Collier County has utilized BlackLine’s COSO Framework/Controls Assurance solution for approximately one year. The County selected the Committee of Sponsoring Organizations’ (COSO) – Internal Control Integrated Framework “as it has rapidly become the accepted standard for publicly traded organizations as well as the federal government. The pilot program was deemed to be successful as it was able to capture, document and report internal controls in a variety of areas for the department.” For details, please see the point-by-point discussion of the County’s scope of work included below. The detailed model / plan describing how the software supports the internal control function as described in above scope of work. Include detailed examples of software functionality, reporting capabilities, dashboards, and user interfaces. The County’s scope of work identifies the major functional elements listed below, all of which are satisfied by the in-force BlackLine solution: 1.Develops and manages COSO/GAO internal control framework. The Blackline’s Controls Assurance solution incorporates the entire COSO framework. 2.Is scalable and customizable for agency wide application. Users can be added at any time, through the applications “add licenses” function. These licenses are activated for immediate use. The supplied compliance task framework is also scalable and customizable on the client side, as the County’s needs evolve. Customizations are managed by the Count’s designated application administrator(s); no BlackLine involvement is required. Note that the Task Management functionality underlying BlackLine’s COSO framework can also be leveraged for many uses besides compliance controls – accounting uses, such as close calendars, lists of manual journals, departmental close lists, PBC lists, and non-accounting uses as well. 3.Manages dashboards to monitor results and current status that is scalable for all users of the system. User dashboards and grids provide real-time status information and drilldown access to the compliance controls. Task Dashboard Task Grid Task Dependency Tree 4.Maps internal controls from the COSO Point of Focus/GAO Attribute level to the component level. The County’s internal controls can be mapped to a COSO point of focus, which relates up to the COSO principles. Task dependencies allow for hierarchical parent/sub-task relationships. 5.Provides levels of security authorizations and permission levels, which may include administrator, editor, viewer, etc. BlackLine supports a role-based security model; 15 roles are available. Security and permissions are managed by the County’s designated system administrator(s). 6.Provides for unique transaction numbering. The compliance controls can incorporate unique transaction numbering. 7.Allows for system users to display and edit internal control purpose, review instructions, policies, etc. The control purpose, instructions, and policies are all visible, subject to each users’ configured access permissions. End users can directly edit the purpose and instruction text; other changes are handled by the administrator(s). 8.Customizes schedule of internal control review frequencies. The entire supplied control framework can be customized, including the review frequencies. 9.Facilitates internal control review certification though a customizable electronic workflow with various approval levels. Workflow is inherent to the compliance framework. Each control task can be configured for up to five levels of review, and role-specific certification checklists can be used to ensure that each role is reviewing and 'signing-off' on those review points critical to each level of review. 10.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. BlackLine compliance solution incorporates a centralized web-based document repository. An unlimited number of supporting documents can be uploaded via user-friendly drag-and-drop functionality, and all file formats are supported. Comments are supported, which can take the form of temporary review notes, one-time comments, or recurring comment text that carries forward to future tasks. Additionally, BlackLine includes the ability to include "user mentions" within comments. If a user's name is mentioned within a comment, they will receive an email notification with a link to the comment. This ensures proper communication and helps to ensure open items are resolved. 11.Tracks capabilities such as deficiency mitigation, control update implementation, best practices, etc. The focus of BlackLine’s COSO solution is one tracking the steps of the compliance process, including deficiency mitigation, control updates, etc. 12.Generates automated email reminders for deadlines, new assignments, etc. Standard alerts in the BlackLine application allow for alert email notifications of upcoming and past-due items as well as newly assigned items and items ready for approval. Alerts can be scheduled to run monthly, daily, weekly, hourly or by number of minutes. The schedule can be configured for different frequencies for each role involved in the process. Alert emails are sent as a daily summary of items for the day, and the mail text and configuration is managed by the client's system administrator. BlackLine also has the ability to send an upcoming-task email to the next person in the workflow. 13.Provides for customizable and scalable reporting at the agency, division or department level, and allows data to “push” or be pulled to other County applications. The County’s in-force BlackLine solution includes both our Standard and Enhanced Reporting options. Our Standard reporting includes pre-defined task reports with limited selection and filtering options. With Enhanced Reporting, the County can create custom and ad-hoc reports and schedule reports to automatically run; administrators can also create reports and publish them to the entire user base. Integration with other County applications is facilitated via flat-file data transfers. 14.Provides for user friendly screens, reports and integration tools. Please see the sample user screens above, and the sample reports provided below. Identify the basic security authorizations and permission that exist. BlackLine supports a role-based security model with 15 available roles. Data access rights are defined through user roles, entity entitlements, and individual and team assignments. Security and permissions are managed by the County’s designated system administrator(s) and also include the password parameters (password length, upper case characters, lower case characters, numbers, the unsuccessful number of attempts before lockout, forcing a history of previous passwords, and more). Provide screen shots demonstrating the “user friendly” interface. Please see the sample user screens above. Describe if the software has the capability of interfacing with EAM City-works platform. Integration with other County applications is facilitated via flat-file data transfers. Identify the backup and restoration plan in the event of an emergency / disaster. BlackLine provides our clients with a Hot Disaster Recovery (HDR) service. The HDR service includes a fully mirrored disaster recovery data center which contains a mirror image of the customer's production. Continuous mirroring allows us to define a one-hour Recovery Point Objective (RPO) and two-hour Recovery Time Objective (RTO). BlackLine also performs a nightly backup as an added layer of data protection. Provide sample reports. Users with access to a certain Entity (COSO) Cost and Schedule of Services to the County Index Cost Assessment Questions Response1.Provide the preliminary and projected start-up costs of proposed implementation of the entire solution, including, consulting fees (project management, programming, reports, etc.), documentation, and change management from contract commencement to two weeks post implementation of scope of work using the following milestones identified below: Development of test scripts with County Testing and acceptance in development environment Development of training materials including “train the trainer” transfer of knowledge Post production support Provide as a separate one (1) page attachment a list of consultant titles and the hourly rate associated with those titles. This list/hourly rates will not be used as a part of the evaluation of this RFP. They may be used for future modifications or separate projects that may be executed. N/A (Dollars) 2.Provide the projected travel costs associated with the implementation of the entire project from contract commencement to two weeks post implementation of Agency wide. The County shall only pay travel fees as per Florida Statute (and not Federal per diem). N/A (Dollars) 3.Provide the first year costs of all associated software licenses. $144,000 (Dollars) 4.Provide the projected annual maintenance/license fees expressed as a dollar value for 200 users for year two (2). $151,200 (Dollars) 5. Provide the projected annual maintenance/license fees expressed as a dollar value for 200 users for year three (3). (Dollars) 6. Provide the projected annual maintenance/license fees expressed as a dollar value for 200 users for year four (4) (Dollars) 7. Provide the total number of business days from the execution of the Agency’s purchase order to Agency startup of new software for super-users. (Number of Business Days) TOTAL Add items 1 – 7 to determine the proposer’sPreliminary Cost and Schedule Assessment.$620,568.00 Identify the documentation that will be provided with the software application(s) by selecting all applicable items, and the number of copies, from the list below. Description Number ofCopiesProgram flowcharts N/AxNarrative description of the application OnlinexNarrative description of the program OnlinexScreen layouts with detailed description of each field Online and training x Report layouts of each report provided Online and training x Data file layouts Hard copies emailed x Error handling Online Support x Instruction Manual Online Support x Emergency Procedures Online Support x Password and security instructions Online Support & hard copy x Other (describe) Implementation Documents all emailed Provide software, hardware, staffing and training required to maintain that software. BlackLine provides all necessary software, hardware, and training required to maintain that software. Software maintenance will include monthly application patches for the solution itself; we also maintain the software and hardware in the production environment, following vendor patch cycles. BlackLine training is provided through our online learning management system, BlackLine U. Training addresses the needs of both end users and the County’s designated application administrators, who will manage the users (i.e., adds/deletes/changes) and configure/customize the compliance task matrix. This online training is provided free of charge for the life of the engagement. We can also arrange on-site training if required, on a consulting basis. References BlackLine is awaiting reference responses, which we believe are delayed due to month-end processing. We will forward reference information as soon as it is made available. Acceptance of Conditions Indicate any exceptions to the general terms and conditions of the RFP, and to insurance requirements or any other requirements listed in this RFP. If no exceptions are indicated in this tabbed section, it will be understood that no exceptions to these documents will be considered after the award, or if applicable, during negotiations. Exceptions taken by a Vendor may result in evaluation point deduction(s) and/or exclusion of proposal for Selection Committee consideration, depending on the extent of the exception(s). Such determination shall be at the sole discretion of the County and Selection Committee. Please see the Required Form Submittals section of this proposal and the Legal Provisions exhibit, which identify exceptions. Required Form Submittals Please see the completed forms on the following pages, and our notes below. Attachment 2: Vendor Check List Attachment 3: Conflict of Interest Affidavit Attachment 4: Vendor Declaration Statement Attachment 5: Affidavit for Claiming Status as a Local Business Note that BlackLine is not claiming status as a Local Business. Attachment 6: Immigration Affidavit Certification Attachment 7: Vendor Substitute W-9 Attachment 8: Insurance and Bonding Requirements Please refer to BlackLine’s provided insurance information. Implementation & Interfaces Training Legal Provisions CONFIDENTIALITY NOTICE LEGAL NOTICE: This document contains information that is confidential, proprietary to, and the intellectual property of BlackLine Systems, Inc. (“BlackLine”), and has been submitted for the sole purpose of responding to the Request for Proposals of Collier County (the “RFP”). Your acceptance, review, or use of this document constitutes your binding agreement to maintain confidentiality with respect to its contents, and to refrain from any use or disclosure other than as reasonably necessary for the evaluation of BlackLine’s products and services in connection with this RFP. In the event that you do not agree with the foregoing terms, your review or use of this document or its contents is unauthorized and this document and all materials related thereto shall be promptly returned to BlackLine or destroyed. LEGAL PROVISIONS Re: Term of Contract The contract term, if an award(s) is/are made is intended to be for one (1) year with three (3) one year renewal options. The in-force agreement (copy included with this proposal) would need to be modified to reflect this. Prices shall remain firm for the initial term of this contract. Requests for consideration of a price adjustment must be made prior to the contract anniversary date, in writing, to the Procurement Director. BlackLine can agree to this, subject to receiving accurate contact information from Collier County as to notification. Re: RFP specifications The Vendor further agrees that if it is awarded a contract, the work will be performed in accordance with the provisions, terms and conditions of the contract. BlackLine can agree to abide by the rules of engagement under the RFP, but specifications are not contract language. We agree to that which is in the Master Subscription Agreement and the Order Form (copy included with this proposal). Collier County ordinances are not applicable to BlackLine, which operates out of Los Angeles County, California. Legal Provisions Re: Exhibit III: Collier County Purchase Order Terms and Conditions Not accepted. The Master Subscription Agreement already in effect between BlackLine and Collier County (copy included with this proposal) states the terms and conditions of our relationship. Re: Additional Items and/or Services Additional items and / or services may be added to the resultant contract, or purchase order, in compliance with the Purchasing Policy. Additional purchases of products or implementation services can be made via a BlackLine Order Form and are subject to the terms of the existing MSA. Re: County’s Right to Inspect The County or its authorized Agent shall have the right to inspect the Vendor’s facilities/project site during and after each work assignment the Vendor is performing. Not agreed. BlackLine does not permit onsite audits or inspections by any customer of its data centers, for the protection of all its customers and the ongoing success of independent security audits. Re: Additional Terms and Conditions of Contract Collier County has developed standard contracts/agreements, approved by the Board of County Commissioners (BCC). The selected Vendor shall be required to sign a standard Collier County contract within twenty one (21) days of Notice of Selection for Award. BlackLine cannot agree to terms which may conflict with terms already in effect between us or terms which may not be applicable to our offering. The County reserves the right to include in any contract document such terms and conditions, as it deems necessary for the proper protection of the rights of Collier County. A sample copy of this contract is available upon request. The County will not be obligated to sign any contracts, maintenance and/or service agreements or other documents provided by the Vendor. BlackLine and Collier County already have a signed agreement in effect (copy included with this proposal) tied to BlackLine’s Master Subscription Agreement. BlackLine does not provide access to its hosted SaaS application without appropriate terms and conditions in place. Re: Payment Method Upon execution of the Contract and completion of each month’s work, payment requests may be submitted to the Project Manager on a monthly basis by the Contractor for services rendered for that prior month. Services beyond sixty (60) days from current monthly invoice Legal Provisions will not be considered for payment without prior approval from the Project manager. All invoices should be submitted within the fiscal year the work was performed. (County's fiscal year is October 1 - September 30.) Invoices submitted after the close of the fiscal year will not be accepted (or processed for payment) unless specifically authorized by the Project Manager. Not applicable to BlackLine. We have a contract term in effect that is not in cycle with Collier County’s fiscal year, but instead is tied to the date the agreement was signed, 3/31/2015. The annual billing period by its nature includes part of your current year and part of your subsequent year. Re: Environmental Health and Safety Collier County Government has authorized OSHA representatives to enter any Collier County facility, property and/or right-of-way for the purpose of inspection of any Vendor’s work operations. This provision is non-negotiable by any department and/or Vendor. Our facilities are not in Collier County and therefore are not subject to your local OSHA. BlackLine is subject to CalOSHA and comparable workplace laws and regulations for our data center sites. Re: Termination Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County, the County may terminate this Agreement immediately for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. Not agreed. Termination for convenience is available only at the end of a term. Termination for cause is as defined in the Master Subscription Agreement (copy included with this proposal), relative to BlackLine’s application failing to conform in material aspects to its Documentation, but not to a certain customer’s satisfaction. Re: Public Records Compliance The Vendor/Contractor agrees to comply with the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2) (a)-(d) and (3)), ordinances, codes, rules, regulations and requirements of any governmental agencies. Not applicable. BlackLine’s hosted service and implementation services do not fit the definition of “contractor”: “...and is acting on behalf of the public agency under S119.011(2).” BlackLine serves the county’s internal business operations, not the county’s constituents as an extension of the county. Legal Provisions Re: Certificate of Authority to Conduct Business in the State of Florida (Florida Statute 607.1501) In order to be considered for award, firms must be registered with the Florida Department of State Divisions of Corporations in accordance with the requirements of Florida Statute 607.1501 and provide a certificate of authority (www.sunbiz.org/search.html) prior to execution of a contract. Not applicable. This transaction is exempt under 607.1501 (i)… interstate commerce. Re: Survivability Purchase Orders: The Consultant/Contractor/Vendor agrees that any Purchase Order that extends beyond the expiration date of the original Solicitation 16-6648 Internal Control Software will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Purchase Order. Applicable as to a BlackLine Order Form, yes, but not to a county purchase order. Re: Security and Background Checks If required, Vendor / Contractor / Proposer shall be responsible for the costs of providing background checks by the Collier County Facilities Management Department… BlackLine is subject to California employment laws on such subjects. Please note BlackLine employees do not need to come on Collier County property under the agreement. BlackLine Systems Master Subscription Agreement the terms and conditions applicable to hosted service for financial professionals. The MSA can be used as an attachment to a standard BlackLine Order Form which will set out the details of the --line when the service is first activated for your use. If you have questions or concerns with any of the terms of this Agreement, please discuss these concerns with your BlackLine sales representative so that we can provide answers to your questions and determine whether any modified terms or conditions would be appropriate to your specific situation. When submitting this Agreement for your internal legal review, please convey the following information regarding the MSA: service. same as an ASP arrangement or a software license. No software or physical materials are delivered to the customer under this Agreement. The Hosted Service is currently hosted for BlackLine by Verizon Terremark (www.terremark.com), aleading provider of high quality hosting services. Terremark is a PCI Compliant Level 1Service Provider and subject to an annual SSAE-16 audit for SOC 1, SOC 2 and SOC 3 attestation standards. BlackLine is subject to an annual SSAE-16 audit, and the audit report is made available to all BlackLine customers when it is completed each year. BlackLine reserves the right to change hosting providers in its sole discretion. ,MSA, is submitted to the Hosted Service directly by the customer via encrypted data communications. All user access to the Hosted Service is accomplished form. BlackLine personnel are not involved in the use of the Hosted Service by the customer, except as may be requested directly by the customer, subject to rigorous controls, in order to answer questions that the customer may raise. User training for the Hosted Service is provided online, at any time, as part of the Service. BlackLine cannot agree to be bound by any customer policies on matters related to the Hosted es,and BlackLine adherence to these policies is documented in the annual SSAE-16 audit report. Thank you, and we look forward to having you as a new client for our award-winning online service. BlackLine MSA Rev. H4.2, July 2013 Page 1 of 10 BlackLine Master Subscription Agreement Definitions means any entity "Agreement" means these terms and conditions, any Order Forms signed by the parties and materials incorporated by reference herein. "BlackLine" means BlackLine Systems, Inc., a California corporation, having its principal place of business at 21300 Victory Blvd., 12th Floor, Woodland Hills, CA 91367. "BlackLine Technology" means all BlackLine proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) which BlackLine makes available to you in providing the Hosted Service. "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. means the standard user instruction materials describing the use and operation of the "Effective Date" means the Contract Start Date set forth in an Order Form. "Hosted Service" means BlackLine's online balance sheet reconciliation service and related services accessed at a web site or IP address designated by BlackLine, or ancillary services rendered to you by BlackLine, to which you are being granted access under this Agreement, including the BlackLine Technology and Content. "Initial Term" means the initial period during which you are obligated to pay for the Hosted Service as set out in the initial Order Form and during which a specified number of Users are licensed to use the Hosted Service pursuant to that Order Form. Initial Term and Renewal Term (as defined herein) may collectively "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 by executing Order Forms and to create User accounts and otherwise administer your use of the Hosted Service. "Order Form(s)" means the form evidencing the initial subscription for the Hosted Service and any subsequent executed order forms, specifying the number of User licenses and other services contracted for, applicable fees, billing periods and other charges as agreed by the parties. Each Order Form is incorporated by reference into this Agreement. Except as specifically provided herein, in the event of a conflict between these terms and conditions and the terms of an Order Form, the terms of the Order Form will prevail. "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 BlackLine at your request). "You", "Your means the company entering into this Agreement with BlackLine. 1. License Grant & Restrictions. BlackLine hereby grants you a non-exclusive, non-transferable, worldwide right to use the Hosted Service, solely for your own internal business purposes, subject to the terms of this Agreement. All rights not expressly granted to you are reserved by BlackLine or its licensors. You will not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Hosted Service; (ii) modify or make derivative works based upon the Hosted Service; (iii) create Internet "links" to the Hosted Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) 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 BlackLine MSA Rev. H4.2, July 2013 Page 2 of 10 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. You 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; (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 BlackLine and may not be used or disclosed except as provided herein. 2. Your Responsibilities. You are responsible for all activity occurring under your User accounts and will abide by all applicable laws, treaties and regulations in connection with your use of the Hosted Service. You will: (i) notify BlackLine immediately of any known or suspected unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to BlackLine immediately and use reasonable efforts to stop immediately any copying or distribution of Content known or suspected by you or your Users; and (iii) not impersonate another user of the Hosted Service or provide false information to gain access to or use the Hosted Service. 3. Account Information, Data and Privacy. BlackLine does not own any Customer Data. Customer Data is your proprietary and confidential information and will not be accessed, used or disclosed by BlackLine except for the limited purpose of supporting your use of the Hosted Service. You, not BlackLine, have sole responsibility for the entry, deletion, correction, accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use the Customer Data. BlackLine 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 you. If this Agreement is terminated, BlackLine will make available to you a file of the Customer Data within thirty (30) days of termination if you so request at the time of termination. You agree and acknowledge that BlackLine 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. BlackLine alone (and its licensors, where applicable) own all right, title and interest, including all related Intellectual Property Rights, in and to the BlackLine Technology, Content and the Hosted Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you 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 s. The BlackLine name and logo, and the product names associated with the Hosted Service are trademarks of BlackLine, and no right or license is granted to use them. 5. Privacy. BlackLine's privacy policy is available at blackline.com/privacy-statement/. BlackLine may modify this policy in its reasonable discretion from time to time with notice to you. As the Hosted Service is an online application, BlackLine may occasionally need to notify all Users of important announcements regarding the operation of the Hosted Service. If you become a paying customer of the Hosted Service, you agree that BlackLine may disclose the fact that you are a customer of BlackLine, subject to the restrictive terms of Section 3 hereof. BlackLine MSA Rev. H4.2, July 2013 Page 3 of 10 6. Charges and Payment of Fees. You will pay all fees and charges in accordance with the terms contained in each Order Form or as subsequently modified as permitted herein. The initial charges will be equal to the initial number of User licenses ordered times the annual User license fee specified in the initial Order Form plus initial setup fee. You are responsible for paying for all User licenses specified in an Order Form, whether or not such User licenses are actively used. Your designated License Administrator may add licenses by executing an additional Order Form on-line or in hardcopy form. Added licenses will be subject to the following: (i) added licenses will be coterminous with the then existing Term; (ii) the license fee for the added licenses will be the same as the fee applicable to your then-existing Users, prorated for the remainder of the current annual term; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. BlackLine reserves the right to modify its fees, effective as of the end of the then-current Term upon at least thirty (30) days prior notice to you, which notice may be provided by e-erations are confidential and you agree not to disclose them to any third party. 7. Excess Data Storage Fees. The maximum disk storage space provided to you without additional charge is 1 GB for each User license or 2 GB per User license for OnDemand Enterprise subscriptions. Disk storage is measured in the aggregate across all Users. If the aggregate amount of disk storage used by you exceeds these limits, you will be charged $5 per month for each additional 1 GB of Customer Data stored. BlackLine will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum. 8. Billing and Renewal. BlackLine charges and collects in advance for use of the Hosted Service. Upon the expiration of a Term, the Term will automatically renew for an additional one-year period (or as you for the Renewal Term, provided that neither party has previously given notice of termination or non-renewal to the other as provided herein. The renewal charge will be equal to the then-current number of User licenses times the license fee in effect during the prior Term, unless BlackLine has given you prior notice of a fee increase as set forth in Section 6, which will be effective upon renewal. Fees for other services will be charged on an as-quoted basis. BlackLine's fees are exclusive of all taxes, levies, or duties, and you will either pay directly or reimburse BlackLine for all such taxes, levies or duties, excluding taxes based on BlackLine's net income. You agree to provide BlackLine with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail, and name and telephone number of an authorized billing contact and License Administrator(s). You agree to update 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 you believe your bill is incorrect, you must contact BlackLine 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. 9. Non-Payment and Suspension. Payment of fees under this Agreement is due in accordance with the BlackLine will give you 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, BlackLine reserves the right to suspend or terminate this Agreement and your access to the Hosted Service if any delinquent payment is not received by BlackLine within fifteen (15) days after notice to you of such delinquency. You will continue to be charged for User licenses during any period of suspension. If you or BlackLine initiates termination of this Agreement, you will be obligated to pay balances due on your account computed in accordance with the Charges and Payment of Fees section above. BlackLine reserves the right to impose a reconnection fee reflecting its costs, not to exceed $1,000.00, if your access to the Hosted Service is suspended for nonpayment and you thereafter request access to the Hosted Service. BlackLine MSA Rev. H4.2, July 2013 Page 4 of 10 10. Termination upon Expiration/Reduction in Number of Licenses . You may terminate this Agreement or reduce the number of User licenses, effective only upon the expiration of the then current Term, by notifying BlackLine in writing at least five (5) business days prior to the expiration of that Term. BlackLine reserves the right to terminate this Agreement effective as of the end of the then-current Term by one hundred and eighty (180) days advance notice thereof. 11. Termination for Cause. Any breach of your payment obligations or unauthorized use of the BlackLine Technology or Hosted Service will be deemed a material breach of this Agreement. BlackLine, in its sole discretion, may terminate this Agreement, your account, or your use of the Hosted Service if you commit a material breach of this Agreement or otherwise fail to comply with this Agreement, and such breach has not been cured within thIntellectual Property Rights) after notice to you of such breach. If a material breach of this Agreement by BlackLine remains uncured thirty (30) days after notice thereof by you, you will have the right to terminate the Order Form and the Agreement by notice thereof to BlackLine and will receive a pro-rata refund for payment previously received by BlackLine corresponding to any period after the effective date of such termination. 12. Representations & Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. BlackLine represents and warrants that (a) it will provide the Hosted Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (b) the Hosted Service will perform substantially in accordance with the Documentation under normal use and circumstances and it will promptly remedy any nonconformance reported by you, provided that you have supplied sufficient information to BlackLine to enable it to diagnose and remedy such nonconformance; (c) it will use leading commercial software designed to detect software viruses and other undesirable components that could have an adverse effect on your use of the Hosted Service and will promptly take all reasonable steps to remove or neutralize any such components discovered; (d) it will use leading commercial encryption technology designed to encrypt Customer Data in its possession or control;and (e) it will operate in conformance with its operating, security and privacy policies, and will act promptly to address any nonconformance therewith identified by BlackLine or any other party. BlackLine will make available to Customer its annual SSAE-16 (or successor type) audit report covering operations and shall take prompt action to address any exception identified in such reports. BlackLine reserves the right to change hosting providers in its discretion, provided that any successor hosting provider . You represent and warrant that you have not falsely identified yourself or provided any false information to gain access to the Hosted Service and that your billing information is correct 13. Mutual Indemnification. You will indemnify, defend and hold BlackLine, 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 you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that BlackLine (a) promptly gives you written notice of the claim; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release BlackLine of all liability and such settlement does not affect BlackLine's business); and (c) provides to you all available information and assistance. BlackLine will indemnify, defend and hold you and your 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 claim, which if true, would constitute a violation by BlackLine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by BlackLine MSA Rev. H4.2, July 2013 Page 5 of 10 BlackLine; provided that you (a) promptly give written notice of the claim to BlackLine; (b) give BlackLine sole control of the defense and settlement of the claim (provided that BlackLine may not settle or defend any claim unless it unconditionally releases you of all liability to any third party); and (c) provide BlackLine all available information and assistance. BlackLine will have no indemnification obligation, and you will indemnify BlackLine 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 BlackLine where such claim or infringement would not have occurred in the absence of such combination. 14. Disclaimer. THE EXPLICIT REPRESENTATIONS AND WARRANTIES IN SECTION 12 ARE BLACKLINE AND ITS LICENSORS DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTIES OF ANY KIND. EXCEPT AS EXPLICITLY PROVIDED HEREIN, BLACKLINE 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 YOUR REQUIREMENTS OR EXPECTATIONS; (C) ERRORS OR DEFECTS WILL BE CORRECTED; OR (D) THE HOSTED SERVICE 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 BLACKLINE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 16. Limitation of LiabilityOF CONFIDENTIALITY OR INDEMNIFICATION IN THIS AGREEMENT OR YOUR DUTIES UNDER SECTION 2, NEITHER PARTY'S AGGREGATE LIABILITY WILL EXCEED THE AMOUNT ACTUALLY PAID BY AND/OR DUE FROM YOU 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 YOUR 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. Local Laws and Export Controls. 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 BlackLine employees or agents in connection with this Agreement. BlackLine makes no representation that the Hosted Service is appropriate or available for use in other locations. Notwithstanding the foregoing, BlackLine warrants that the use of the Hosted Service does not require that you or BlackLine export any software or technology to remote User locations. All encryption technologies used to protect communication by remote g system infrastructure, including the browser. You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. 18. Notice. BlackLine may give notice regarding operational aspects of the Hosted Service by means of a general notice on the Hosted Service, electronic mail to your e-mail address on record with BlackLine, or BlackLine MSA Rev. H4.2, July 2013 Page 6 of 10 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 BlackLine will be addressed to: BlackLine Systems, Inc., 21300 Victory Blvd., 12 th Floor, Woodland Hills, CA 91367, attention: CEO. Notice to you will be addressed to your address on record in BlackLine'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 iary; (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 you that results or would result in a direct competitor of BlackLine directly or indirectly owning or controlling 50% or more of you will entitle BlackLine to terminate this Agreement for cause immediately upon written notice. 20. General. This Agreement will be governed by California 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 Los Angeles, California. No text or information set forth on any purchase order, preprinted form or document (other than an executed 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 you and BlackLine as a result of this Agreement. The failure of BlackLine 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 BlackLine in writing. This Agreement comprises the entire agreement between you and BlackLine 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: 2, 4, 6, 13 16 and 20. 21. Additional Documents. Appendix AAppendix B Each of the foregoing is hereby incorporated by reference. BlackLine MSA Rev. H4.2, July 2013 Page 7 of 10 Appendix A Support Services Policy BlackLine provides application support 24 hours a day, seven days a week for its customers. Support cases are -line support portal, which is actively monitored by qualified BlackLine support personnel. Current status for all support cases previously reported by a customer can be viewed via the support portal at www.blackline.com. Additional information exchange related to an open support case may be conducted via email, telephone, and web meeting communication, as appropriate to the case. Support Procedures: All support requests are categorized in accordance with the definitions set forth below. Any support requests not categorized as set forth below will be addressed in the ordinary course of business by BlackLine, 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 BlackLine Response: BlackLine 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 BlackLine: within four (4) hours BlackLine Response: BlackLine shall use its best efforts to provide a temporary fix or workaround for the problem within five (5) calendar days Case update target: within five (5) days from time of submission 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 BlackLine: within eight (8) hours BlackLine Response: Resolution within a time frame mutually agreed upon by the parties 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: ement and engineering personnel are notified and actively working the event. Hour 5: involved in the problem resolution. BlackLine MSA Rev. H4.2, July 2013 Page 8 of 10 Hour 6: notified and involved in the problem resolution. Hour 8: the problem resolution. Priority 2 Problem Escalation. BlackLine 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. BlackLine MSA Rev. H4.2, July 2013 Page 9 of 10 Appendix B Service Level Agreement 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 BlackLine, and is measured from the time the trouble ticket is opened by the Customer. Upon receiving a report of downtime from the Customer, for each full hour of downtime, BlackLine will credit the Customer two percent (2%) of the monthly fee up to fifty percent (50%) of Customer's monthly fee for the affected Hosted Service. Data Backup Cycles: Data backups are taken daily. Full data backups are transferred to secure offsite storage that is at least fifty (50) miles away from the primary storage once per week. Customer Data is routinely propagated alternate data center, with the objective of forwarding all updates to Customer Data within one (1) hour after receipt at the primary data center. In the event of any disruption of processing services at the primary be diverted to the alternate data center for continued operation. BlackLine E-Verify