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2 TABLE OF CONTENTS Section Page 1. Definitions Exhibits, Amendments and Attachments Agreement Order of Precedence System Implementation Professional Services User Acceptance Testing Acceptance of Deliverables Stop Work Change Orders Time is of the Essence Roles and Responsibilities Project Team Maintenance and Support Covenant Not to Solicit Ownership of Licenses Authorized Users Work Product Maintenance Successor Products Products Compensation and Method of Payment Taxes County s Funding Term and Professional Services Commencement Date Termination. 11

3 24. Independent Contractor Status and Compliance with the Immigration Reform and Control Act Assignment and Subcontracts No Third Party Beneficiaries Warranties Indemnity Insurance Dispute Resolution No Waiver No Waiver of Immunity Governing Lawg Jurisdiction and Venue Attorney s Fees Legal References Force Majeure Compliance with Laws Public Entity Crimes Public Records Act Compliance Financial Records and Audit Information Reports Non-Discrimination Ethical Considerations Solicitation of Agreement No Conflict Notices Severability. 19

4 48. Construction of Agreement Entire Agreement and Amendment Authority of Execute. 20 Exhibits Exhibit A, Statement of Work 21 Exhibit B, BOM for Maintenance 69 Exhibit C, BOM for Products 74 Exhibit D, Professional Services Fee Schedule and 110 Pricing for Products and Maintenance Exhibit E, Master Installment Payment Agreement 112

5 AGREEMENT FOR VOICE OVER INTERNET PROTOCOL UNIFIED MESSAGING SYSTEM THIS AGREEMENT is made and entered into by and between MANATEE COUNTY, a political subdivision of the State of Florida, hereinafter referred to as the County, with offices located at 1112 Manatee Avenue West, Bradenton, Florida, 34205, and PRESIDIO NETWORKED SOLUTIONS, INC., hereinafter referred to as the Contractor, duly authorized to conduct business in the State of Florida, with offices located at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland 20770, each a Party and collectively the Parties. WHEREAS, County has determined that it is necessary, expedient and in the best interest of County to retain Contractor to provide, enhance, implement and maintain a Voice Over Internet Protocol Unified Messaging System, hereinafter referred to as the System ; and WHEREAS, County caused a public announcement to be made, distributed and published, requesting competitive proposals pursuant to RFP # L, to provide the aforementioned System; and WHEREAS, Contractor in response to County Request for Proposal JL, submitted its proposal, and this Agreement is a result of a competitive negotiations; and WHEREAS, County finds that it is in its best interests to enter this Agreement so as to improve it operational efficiency. NOW THEREFORE, in consideration of the mutual covenants contained herein it is agreed by and between the Parties as follows: 1. Definitions. 1.1 Authorization Order means a signed, written approval from County project manager authorizing Contractor to perform professional services in accordance with this Agreement. 1.2 BOM means the Bill of Materials which the Contractor will purchase on behalf of the County an authorized reseller of the items listed in Exhibit B, BOM for Maintenance and Exhibit C, BOM for Products. 1.4 Deliverable means the tangible work product produced by Contractor and provided to County prior to the end of each Milestone. 1-5 Documentation means, collectively: a. All generally available written, printed, electronic, or otherwise formatted materials that relate to the professional services provided by Contractor as set forth in this Agreement and Exhibit A, Statement of Work; and

6 b. All user, operator, System administration, technical, support, and other manuals, and all other written, printed, electronic, or other format materials that describe the functional, operational, and/or performance capabilities of the system; and c. All published specifications, materials, flow charts, notes, outlines, manuscripts, writings, pictorial materials, schematics, and other documents that represent, demonstrate, or explain the system and the professional services to be provided by Contractor. 1.6 Final Acceptance means the acceptance by County of all professional services through the completion of the System warranty Final System Acceptance means the acceptance by County of all Professional Services and all Phases prior to Go-Live. 1.8 Go-Live means the date on which the entire system is placed into productive use and upon successful completion and acceptance of the Final System Acceptance Test. 1.9 Maintenance means the items listed in Exhibit B, BOM for Maintenance that are required to purchase along with the items listed in Exhibit C, BOM for Products Milestone m e an s a specific goal, objective, or event pertaining to the professional services Notice to Proceed means the date on which County, by written notice, authorizes Contractor to begin project initiation as described in this Agreement Phase means a contained portion of the project dedicated to implementing a particular portion of the overall system as further described in Exhibit A, Statement of Work Product(s) means the items listed in Exhibit C, BOM for Products Professional Services means the work, duties and obligations to be carried out and performed by Contractor as defined in this Agreement, 1.15 Project means the delivery of all Product(s) and the performance of all Professional Services to be provided by Contractor in accordance with the terms of this Agreement Project Initiation means the actions to ensure the Project starts with a well organized, structured fashion while confirming the expectations regarding the implementation of the Project. 2

7 1.17 Project Schedule means the planned dates for performing Project activities and the planned dates for delivering the Project by Contractor System Warranty means the period of time after Go-Live that the Contractor will continue to support the Project and correct any issues of the deployed solution. 2. Exhibits! Amendments and Attachments. Subject to Section 3 the following documents are incorporated by reference into this Agreement: a. Exhibit A, Statement of Work; and b. Exhibit B, BOM for Maintenance; and c. Exhibit C, BOM for Products; and ci. Exhibit B, Professional Services Fee Schedule and Pricing for Products and Maintenance; and e. Exhibit E, Master Installment Payment Agreement. 3. Aareement Order of Precedence. If there is a conflict between the terms of this Agreement and the exhibits, then the conflict shall be resolved in the following order of precedence: a. This Agreement; then b. Exhjbit A, Statement of Work; then c. Exhibit B, BOIvI for Maintenance then d. Exhibit C, BOM for Products; then e. Exhibit D, Professional Services Fee Schedule and Pricing for Products and Maintenance; and lastly 1. Exhibit E, Master Installment Payment Agreement. Any additional or different terms or conditions in any form delivered by Contractor or on behalf of Contractor are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given by County. 4. System Implementation Professional Services. 4.1 Professional Services. County retains Contractor, and Contractor agrees to furnish all of the implementation Professional Services described in Exhibit A, Statement of Work, and to perform the Professional Services and all of its obligations related thereto, in accordance with the terms of this Agreement and Exhibit A, Statement of Work. The scope of Professional Services, including but not limited to the performance standards, timetables, staffing plan, and Deliverables are defined in Exhibit A, Statement of Work. 4.2 De-Scoping Professional Services. County reserves the right, in its sole discretion, to de-scope Professional Services and Deliverables in Exhibit A, Statement of Work, upon written notification to Contractor by County. Upon issuance and receipt of the notification, Contractor shall submit a Change Order as set forth in this Agreement 3

8 reducing or reallocating to other Professional Services or Deliverables, at County s sole discretion, the appropriate fees, for the impacted Deliverable by a sum equal to the amount associated with the de-scoped Professional Services. In the event that notification is issued after commencement of work on the de-scoped Professional Services, the reduction shall be determined by mutual consent of both Parties based upon hours ofwork performed prior to issuance of notification. 4.3 Professional Services Requiring Authorization Order Approval. Contractor shall not commence work on the Professional Services described in Exhibit A, Statement of Work that require prior authorization, until such time as Contractor submits a written proposal describing the scope of the Professional Services, the number of hours required for the Professional Services if applicable, and the total cost, and receives written Authorization Order approval from County. 4.4 Substitution of Deliverables. If requested by County In writing, the Parties may substitute the Deliverables or Professional Services for new Deliverables or Professional Services that are reasonably and substantially equivalent in price, features and functionality to those Deliverables or Professional Services being substituted, the Parties shall mutually agree upon adjustment of fees, if any. Any substitution of deliverables or Professional Services shall only be done after an approved Change Order is signed in accordance with Section User Acceptance Testing. 5.1 User Acceptance Testing ( UAT ). Upon Contractor s written notification to County that Contractor has completed the installation, it will provide support for training, oversight, answering questions, and addressing issues discovered in UAT, as more fully described in Exhibit A, Statement of Work. 5.2 Final System Acceptance. County will inform Contractor in writing of Final System Acceptance after Go-Live of all Phases and upon successful completion and approval ofthe Final System Acceptance test in accordance with Exhibit A, Statement of Work. Notwithstanding anything to the contrary contained herein, in no event shall any acceptance or subsequent Warranty or Final System Acceptance be deemed a waiver of any right or remedy available to County under this Agreement, at law, or in equity as a result of any defect in a deliverable(s) not discovered by County during the testing periods. 5.3 Failure of Testing. if after testing a deliverable or the System and the Deliverable or the System does not firnction in accordance with Exhibit A, Statement of Work, and as accepted in accordance with this Section of the Agreement, County shall have the option, upon notice to Contractor to: a. Conditionally accept the Deliverable at its then level of performance; or b. Extend the testing for such period as determined by County; or c. Accept those portions of the Deliverable which pass the acceptance criteria and require Contractor to correct the remaining portions, in which event 4

9 County shall not be liable for any payments associated with the implementation of such remaining portions until they have been accepted; or d. Pursue such remedies as may be available to County at law or in equity. 5.4 Final System Acceptance by County will not release Contractor from complying with the Warranties set forth herein. 6. Acceptance of Deliverables. Except as specified in Section 5 of this Agreement relating to UAT, for all other Deliverables, County will have ten (10) business days, to review the Deliverable(s) after receipt or completion of same by Contractor, and either accept or reject the deliverables by written notice to Contractor s project manager. If the deliverable(s) is rejected, the written notice from County will specify any required changes, deficiencies, and/or additions necessary. Contractor shall then have fifteen (15) calendar days, or as many as otherwise be agreed upon by the Parties, to revise the Deliverable(s) to resubmit and/or complete the Deliverable(s) for review and approval by County, who will then have ten (10) business days, or as may otherwise be agreed upon by the Parties, to review and approve, or reject the deliverable(s), provided however, that Contractor shall not be responsible for any delays in the overall Project schedule that result from County s failure to timely approve or reject deliverables as provided herein. Acceptance will be deemed to occur when: a. County notifies Contractor that the deliverables have successfully completed County s testing; or b. The test period or subsequent retesting period(s) are completed without an adverse notification being received by Contractor from County; or c. County uses the deliverables in a live environment to perform its customary governmental, administrative, or business activities, whichever first occurs. Upon Final Acceptance of the Deliverable(s), County, or designee, will sign a Deliverable acceptance form. 7. Stop Work. 7.1 Stop-Work Order. County may, at any time by written notice to Contractor, require Contractor to stop all, or any part, of the work called for by this Agreement ( Stop Work Order ), for a period up to ten (10) business days after the Stop-Work Order is delivered to Contractor, and for any further period to which the Parties may agree. The Stop-Work Order shall be specifically identified as such and shall indicate it is issued under this clause. Upon receipt of the Stop-Work Order, Contractor shall immediately comply with its terms and taice all reasonable steps to minimize the incurrerice of costs allocable to the Professional Services covered by the Stop-Work Order during the period of work stoppage. During the Stop-Work Order, Contractor shall communicate and cooperate with County to resolve issues related to the Stop-Work Order. Within a period of ten (10) business days after a Stop-Work Order is delivered to Contractor, or within any extension of that period to which the Parties shall have agreed, County will, in writing: (I) cancel 5

10 the Stop-Work Order; or (ii) de-scope the Professional Services or Deliverables in accordance with Section 4.2 of this Agreement. 7.2 Cancellation of Stop-Work Order. If a Stop-Work Order issued under this clause is canceled, Contractor shall resume work. County will make an equitable adjustment in the Project Schedule, the fee amount, or both, in accordance with this Agreement if: a. The Stop-Work Order results in an increase in the time required for performance, or in Contractor s cost; and b. Contractor asserts a claim for an equitable adjustment with adequate Documentation to support the claim within ten (10) calendar days after the cancellation of the Stop-Work Order. If the Parties agree the facts justify the equitable adjustment of time and/or fees, County will process a Change Order in accordance with Section 8. Any claim for an equitable adjustment not asserted within the time periods herein stated will be deemed to have been waived by the Contractor. 7.3 Payment to Contractor for Professional Services Rendered. If County does not cancel the Stop Work Order, County will pay Contractor for all Professional Services performed by Contractor and accepted by County up through and including the date of the Stop Work Order. 7.4 Lost Profits. County shall not be liable to Contractor for loss of profits because of a Stop-Work Order issued under this clause. 8. Chanae Orders. 8.1 Changes in the Professional Services may be accomplished after execution of the Agreement, and without invalidating the Agreement, by change order, mutually agreed upon and signed by both parties, subject to the limitation of this Agreement. 8.2 If County requires the performance of Professional Services that are not then being performed, or a change to the existing Professional Services, County project manager making a change in the Professional Services shall deliver to Contractor a scope of work for Contractor to provide the required proposed hours, labor rates and all other costs to perform the necessary Professional Services. 8.3 Change Orders shall be governed by the terms and conditions of this Agreement, including either the hourly rates for Professional Services, or fixed fees, as directed by County. 1f County gives notice to Contractor not to proceed, or fails to give any notice to Contractor, then the Change Order shall he deemed withdrawn and Contractor shall take no further action with respect to it. A Change Order shall not become binding upon County, and County shall not be obligated to pay Contractor for any Professional Services performed, unless and until the Change Order is approved by County. 6

11 9. Time is of the Essence. Time is of the essence with respect to all provisions of this Agreement that specify a time for performance, including the Professional Services as described in the exhibits attached hereto; provided, however, that the foregoing shall not be construed to limit a Party s grace period allowed in the Agreement. 10. Roles and Responsibilities. The Parties will designate key persons to perform, monitor or manage the Professional Services. The persons assigned by Contractor must be acceptable to County. 11. Project Team Maintenance and Support. Maintenance and support of the System shall be the responsibility of Contractor s project team, in accordance with Exhibit A Statement of Work until Final Acceptance. 12. Covenant Not To Solicit. For a period of one (1) year following expiration of the term ofthis Agreement, neither Party shall directly solicit employment (but employees of one Party may reply to generally circulated job postings of the other Party) ofthe other Party s employees who are directly involved in the performance of this Agreement. 13. Ownership and Licenses Nothing in this Agreement shall alter or amend the intellectual property licenses provided with any purchase of Products or Professional Services With respect to the Professional Services provided under this Agreement, County acknowledges that Contractor or its subcontractor(s) own all intellectual property rights and other proprietary rights in and to the Professional Services, and deliverables, and Documentation, and any other materials and information Contractor provides to County as part of this Agreement whether developed in performance hereunder or pre-existing. Upon fmal payment of all amounts required pursuant to this Agreement, Contractor grants to County a nonexciusive and nontransferable license to use deliverables specified in this Agreement (in object code form if software) and related documents, materials, data and information (including specifications, design Documentation and manuals) for County s internal business use. This license is perpetual provided County is not otherwise in breach of this license. This license grant does not include the right to sublicense and is nontransferable Contractor shall obtain any licenses required to provide the scope of work and maintain full compliance with any licensure requirements. Copies of reports provided to or by any licensing or regulatory agency shall be forwarded to County within ten (10) calendar days after receipt by Contractor. Contractor shall immediately inform County if 7

12 it or any of its principles or agents woiicing on this Agreement lose, or have suspended, any required license. 14. Authorized Users. users: County may deploy the System to the following government agencies as authorized a. Manatee County Board of County Commissioners ( BCC ); and b. BCC agencies, departments, boards, commissions, special districts, and Constitutional offices, including the Sheriff, Tax Collector, Supervisor of 12 Elections, Property Appraiser, th Circuit Court, Clerk of the Circuit Court, State Attorney, Public Defender, Housing Authority, Metropolitan Planning Organization and Port Authority. 15. Work Product. All work product, equipment or materials created or purchased under this Agreement belong to County and must be delivered to County at County s request upon termination of this Agreement. Contractor agrees that all materials under this Agreement are works for hire within the meaning of the copyright laws of the United States and assigns to County all rights and interests Contractor may have in the materials it prepares under this Agreement, including any right to derivative use of the material. Contractor shall execute all necessary documents to enable County to protect its rights under this section. 16. Maintenance. Attached as Exhibit B, BOM for Maintenance is a list of the hardware and software maintenance items that Contractor is purchasing on behalf of the County as an authorized reseller for Cisco Smartnet, Singlewire and lnfortel. 17. Successor Products. Contractor shall provide a migration path from older versions of Product(s) that have been retired or sunset to the latest version of the Product(s) provided that technical support is current for the older version ofthe Product(s), and at no additional cost to County for a period of one year from (b-live. 18. Products. Attached as Exhibit C, BOM for Products are the items that Contractor is purchasing on behalf ofthe County as an authorized reseller of the Products. For a period of one (1) year from Effective Date. Contractor shall provide the same pricing discounts for Product(s) called out in the BOM or will provide like pricing on successor products. 8

13 19. Compensation and Method of Payment Pricing. County agrees to pay Contractor the following sums for the Professional Services described in Exhibit A, Statement of Work and the Products described in Exhibit C, BOM for Products pursuant to the following terms and conditions Professional Services. County shall pay Contractor the not to exceed sum of One Million One Hundred Eleven Thousand Eight Hundred Fifty- Six dollars and Seven cents ($11,856.07) for the Professional Services that are actually performed and completed pursuant to this Agreement ( Professional Services Fee ). The Professional Services Fee paid to Contractor shall constitute full compensation for all such work, and shall be paid as specified below. It is acknowledged and agreed by Contractor that this amount constitutes a limitation upon County s obligation to compensate Contractor according to Exhibit U, Professional Services Fee Schedule and Pricing for Products and Maintenance, but does not constitute a limitation upon Contractor s obligation to perform all of the Professional Services required by this Agreement and Exhibit A, Statement of Work County shall pay Contractor the undisputed amounts due as the not to exceed, fixed fee for Professional Services in periodic payments tied to the County acceptance of Deliverable(s) and Project Milestones as set forth in Exhibit B, Professional Services Fee Schedule and Pricing for Products and Maintenance. As used in this section fixed fee means that Contractor will perform the Professional Services required by Exhibit A, Statement of Work even if it is required to expend more than the time and materials it used to determine the Professional Services fee set forth in Exhibit D, Professional Services Fee Schedule and Pricing for Products and Maintenance County will retain the final Milestone payment of One Hundred Thirteen Four Hundred Seventy Seven dollars and Eight-Five cents ($113,477.85). Contractor will be paid the final Milestone payment upon the completion of the System Warranty Contractor may submit invoices for Deliverable(s) only after the Deliverable(s) required to be completed for a Project Milestone payment for which the invoices are submitted have been completed and accepted in accordance with Exhibit A, Statement of Work. An original invoice is due by Contractor to County within thirty (30) calendar days after acceptance of the Deliverable(s) or Project Milestone, except the final invoice, which shall include the final Milestone Payment, described in Section , which must be received by County no later than sixty (60) calendar days after Final Acceptance. The invoice will at a minimum include an invoice number, indicate the Deliverable included in the Project Milestone task covered by the invoice and the amount associated with the 9

14 10 will maintain a log of time worked in a manner sufficient to preserve an basis. 21. County s Fundh Travel and expenses incurred by Contractor completion of the Milestone. If requested by County, any Contractor personnel or authorized subcontractors performing Professional Services accurate record for Professional Services performed on a time and materials associated with the performance of Professional Services must have the prior written approval of County. Travel and expenses shall be reimbursed documentation as required in this Agreement, and all payments shall be made in accordance with the requirements of Section et. seq., Florida Statutes, The Local Government Prompt Payment Act. County may dispute any payments invoiced by this Agreement nor any representation by any County employee or officer creates any obligation to appropriate or make monies available for the purpose of the Agreement established in accordance with Section , Florida Statutes. is prohibited from imposing any sales or service taxes. Nothing herein shall affect 20. Taxes. Contractor in accordance with County s Invoice Payments Dispute Resolution Process beyond the fiscal year in which this Agreement is executed. No liability shall be incurred County is exempt from Federal Excise and State Sales Taxes. (F.E.T. Exempt Cert. No. by County, or any department, beyond the monies budgeted and available for this purpose K; FL Sales Tax Exempt Cert. No C); therefore, Contractor Contractor s normal tax liability. Million Two Hundred Seventy-One Thousand Fifty dollars and Forty-four cents ($2,271,050.44) for the Products specified in Exhibit C, BOM for Products upon maintenance products, shall order on the County s behalf and for the benefit and maintenance products: Smartnet, Singlewire and Infortel. County shall make submittal of an invoice as provided in this section. This amount includes any and periodic payments for these maintenance products directly to Cisco Systems use of the County, five (5) years of Product maintenance for the following Cisco all of Contractor s developmental, overhead, and operating costs, outlays, profit, and all other associated out-of-pocket costs. Payment Agreement. Capital Corporation as more fully provided for in Exhibit E, Master Installment Products. County shall pay Contractor the not to exceed sum of Two Maintenance. Contractor, as authorized third party reseller of Cisco The Agreement is not a general obligation of County. It is understood that neither 19.2 Payments. Contractor shall submit invoices for payments due with such Hotel accommodations, airfare and car rental are reimbursed at actual cost. in accordance with the limitations provided in Florida Statute

15 If funds are not appropriated by County for any or all of this Agreement for a new fiscal period, County shall not be obligated to pay any sums provided pursuant to this Agreement beyond the portion for which funds are appropriated. County agrees to promptly notify Contractor in writing of such failure of appropriation, and upon such notice, this Agreement shall terminate on the last day of the current fiscal period without penalty to County. In the event County terminates this Agreement pursuant to this provision, all revocable licenses granted herein shall terminate, and the Parties shall comply with the Agreement. 22. Term and Professional Services Commencement Date This Agreement shall commence on the date ofexecution by County (herein the Effective Date ) The term ofthis Agreement shall commence on the Effective Date and shall continue and be in full force and effect for a period ofthirty-six (36) months, or completion of the Project as provided in the Agreement, whichever occurs first, unless terminated or extended in accordance with the provisions of this Agreement. In addition, the Product maintenance shall continue for a period of five (5) years as more fully provided for in Exhibit E, Master Installment Payment Agreement County, upon mutual agreement between Parties may elect to extend the term for an additional twelve (12) month period pursuant to the same terms and conditions set forth in the Agreement, by giving written notice to Contractor of its election at least sixty (60) calendar days prior to the expiration of the initial term Notwithstanding the expiration of the term, including extensions, as provided herein, any rights, benefits, or privileges granted to County pursuant to this Agreement. including but not limited to warranties, indemnification, and claims or remedies, shall survive the expiration ofthe term and as further provided in this Agreement. 23. Termination This Agreement may be terminated by County, in whole or in part, without cause upon sixty (60) calendar days written notice to Contractor. County also reserves the right to seek termination or cancellation of this Agreement, as amended, in the event Contractor shall be placed in either voluntary or involuntary bankruptcy. County further reserves the right to terminate or cancel this Agreement in the event Contractor makes an assignment for the benefit of creditors If County determines that the performance of Contractor is not satisfactory, County shall have the option of notifying Contractor of the deficiency with a requirement that the deficiency be corrected or a remedy to the deficiency be communicated and approved by county within thirty (30) business days, otherwise the Agreement will may be terminated at the end of such time. Contractor shall be paid only for that work satisfactorily performed for which costs can be substantiated. All work in progress will become the property of County and will be promptly delivered to County by Contractor. II

16 233 Contractor may terminate if County materially breaches this Agreement and, after receiving a written notice describing the circumstances of the default, fails to correct the breach within thirty (30) business days. 24. Independent Contractor Status and Compliance with theimmiration Reform and Control Act. Contractor is and shall remain an independent contractor and is neither an agent, employee, partner, nor in a joint venture with County. Contractor acknowledges that it is responsible for complying with the provisions ofthe Immigration Reform and Control Act of 1986 Located at 8 U.S.C. 1324, et. seq, and regulations relating thereto, as either may be amended from time to time. Failure to comply with the above provisions shall be considered a material breach ofthe Agreement. 25. Assignment and Subcontract Assignment. Contractor shall not assign, sublet or transfer or otherwise dispose of its interest in this Agreement without the prior written consent of County. A change of control of Contractor or a transfer by Contractor for purposes of financing shall not constitute an assignment hereunder 25.2 Subcontractors. Contractor shall not subcontract the Professional Services to be provided by it under this Agreement, and no subcontracting of the Professional Services to be provided under this Agreement or any right or interest therein by Contractor shall be effective, without prior written notice to County of such subcontract. In the event of any subcontract, Contractor shall remain primarily liable for all of its obligations under this Agreement. Any subcontractors shall be hilly subject to the provisions of this Agreement. 26. No Third-Part-v Beneficiaries. This Agreement is solely for the benefit ofthe Parties hereto, and no right, privilege, or cause of action shall by reason hereof accrue upon, to, or for the benefit of any third party. Nothing in this Agreement is intended or shall be construed to confer upon or give any person, corporation, partnership, trust, private entity, county, or other governmental entity any right, privilege, remedy, or claim under or by reason of this Agreement or any provisions or conditions hereof. 27. Warranties Third-Party Agreements Warranty. Contractor represents and warrants that Contractor s Agreement to perform the Professional Services pursuant to this Agreement does not violate any Agreement or obligation between Contractor and a third party. 12

17 27.2 Professional Services Warranty The Professional Services provided by Contractor shall be performed in a professional and workmanlike manner and shall be of a high grade, nature, and quality consistent within its industry s best practices and standards Contractor represents and warrants that the Professional Services and all deliverables ftamished hereunder by Contractor will: (i) meet the requirements and acceptance or completion criteria as set forth in the Agreement, including the exhibits, and any Change Order(s); (ii) comply in all material respects with its Documentation and Specifications; (iii) be free from all material defects; and (iv) with respect to any modifications, configurations, or changes made by Contractor as part of the Professional Services, perform in accordance with the technical, functional or other requirements set forth in, or as otherwise delivered in accordance with the Agreement, Exhibit A, Statement of Work, and any Change Order(s). The Parties acknowledge that, under the provisions of this Warranty, in the event that there are material defects, Contractor shall be obligated to remedy the material defects System Warranty Period. Contractor warrants the Professional Services for a period of ninety (90) calendar days from Go-Live in accordance with Exhibit A, Statement of Work. 28. Indemnity Indemnification. Contractor shall, in addition to any other obligation to indemnify County, protect, defend, indemnify and hold harmless County, its agents, elected officials and employees from and against all claims, actions, liabilities, losses, costs, including attorney s fees, arising out of any actual or alleged bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting therefrom, or any other damage or loss arising out of or resulting from or claims to have resulted in whole or in part from any actual or alleged act or omission of Contractor, its subcontractor(s), anyone directly employed by any of them, of anyone for whose acts any ofthem may be liable in the performance of the work; or violation of law, statute, ordinance, governmental administration order, rule or regulation by Contractor in the performance of the work; or liens, claims or actions made by Contractor or any subcontractor or other Party performing the Professional Services; provided, however, that Contractor shall not be liable herein to indemnify and hold harmless County against liability for damages arising out of bodily injury to people or damage to property to the extent that such bodily injury or property damage is caused by or resulting from the actions, negligent or otherwise, of County, its agents, contractors, subcontractors, or employees Third-Party Services. Contractor shall indemnify and defend, at its expense, and hold County harmless from and against any and all claims, demands, judgments, awards, liabilities, losses, damages, and expenses, including reasonable legal costs, based on allegations, of non-payment, from Contractor s subcontractors arising out of or related to services performed or products provided by them hereunder. 13

18 28.3 Technology. Contractor shall indemnify, defend, and hold County harmless from and against any and all claims, demands, judgments, awards, liabilities, losses, damages, and expenses, including reasonable legal costs, arising out of Contractor s failure to observe and follow any written requirements or Specifications issued by manufacturers, vendors, or lessors of equipment, software, and other products furnished by County for use by Contractor under this Agreement; provided however that: a. County shall be responsible for obtaining any consents required or necessary for Contractor to use such equipment, software or other products provided by County; and b. Unless such requirements or Specifications are already in Contractor s possession, County shall provide Contractor with written copies thereof. 29. Insurance Before performing any work, Contractor shall procure and maintain, during the life of the Agreement, the insurance listed below. The policies of insurance shall be primary and written on forms acceptable to County and placed with insurance carriers approved and licensed by the Slate of Florida Workers Compensation. Contractor shall provide Workers Compensation insurance, on behalf of all employees who are to provide a service under this Agreement as required under Florida law, with Employers Liability not less than $1,000, Commercial General Liability. Contractor shall provide Commercial General Liability Insurance, including but not limited to bodily injury, property damage, contractual, products and completed operations, and personal injury with limits of not less than $1,000,000 per occurrence, $1,000,000 aggregate covering all work performed under this Agreement Umbrella Liability. Contractor shall provide Umbrella Liability insurance, with limits not less than $2,000,000 per occurrence covering all work performed under this Agreement Professional Liability. Contractor shall provide Professional Liability Insurance, with limits of not less than $1,000,000 for Professional Services rendered in accordance with this Agreement Manatee County, a political subdivision of the State of Florida. shall be named as additional insured under Contractor s General as their interest may appear under this Agreement. Insurer(s), with the exception of Professional Liability and Workers Compensation, shall agree to waive all rights of subrogation against Manatee County, its commissioners, officers, agents, employees or volunteers Insurance Policy Endorsement. Each insurance policy required by this Agreement shall: 4

19 a. Apply separately to each insured against whom the claim is made and the suit is brought, except with respect to limits of the insurer s liability; and b. Be endorsed to state that coverage shall not be suspended, voided or cancelled except after thirty (30) calendar days prior, written notice by certified mail, return receipt requested, has been given to County Purchasing Division Procuring of Policies. The procuring of required policies of insurance shall not be construed to limit Contractor s liability or to fulfill the indemnification provisions and requirements of this Agreement Certificates ofinsurance. Certificates of Insurance evidencing claims made or occurrence from coverage and conditions of this Agreement, as well as the Agreement number and description of work, are to be furnished to County Purchasing Division prior to commencement of work. All insurance certificates shall be received by County Purchasing Division before Contractor will be allowed to commence or continue work Certification of Insurance of Copies of Policies. Certificates of Insurance in triplicate evidencing the insurance coverage specified in the above paragraphs shall be filed with the Purchasing Official before operations are begun. The required certificates of insurance shall not only name the types of policy, policy number, date of expiration, amount of coverage, companies affording coverage, and also shall refer specifically to the Agreement number and title. insurance shall remain in force at least three (3) years after completion and acceptance of the Project by County in the amounts and types as stated herein, including coverage for all Products and Professional Services completed under this Agreement. 30. Dispute Resolution. Disputes shall be resolved in accordance with and of the Manatee County Code. Any dispute resolution constituting a material change in this Agreement will not be final until an Amendment to this Agreement has been approved and executed by County Purchasing Official. If such dispute involves the percentage of the work completed by Contractor, County shall, as promptly and reasonably as possible after resolution of such dispute, forward payment to Contractor of any amount determined to be due and owing. 31. No Waiver. The failure by either Party to exercise any right provided for in this Agreement shall not be deemed a waiver of any right hereunder. Waiver by either Party of a default of any covenant or provision of this Agreement shall not be deemed to constitute a waiver of any preceding or subsequent default of the same or any other covenant or provision. 15

20 32. No Waiver of Immunity. Nothing herein shall be interpreted as a waiver of County of its rights, including the limitations of the waiver of immunity, as set forth in Florida Statutes , or any other statute, arid County expressly reserves these rights to the full extent allowed by law. 33. Governini Law Jurisdiction and Venue Applicable Law. This Agreement and the construction and enforceability thereof shall be interpreted under the laws ofthe State of Florida Jurisdiction. Contractor consents and agrees that all legal proceedings related to the subject matter of this Agreement shall be governed by the laws of and maintained in courts sitting within the State of Florida Venue. Contractor consents and agrees that jurisdiction for such proceedings shall lie exclusively with such court and venue in Manatee County, Florida or if in Federal Court, the Middle District of Florida, Tampa Division. 34. Attorney s Fees. In the event of any litigation arising under the terms ofthis Agreement, each Party shall be responsible for its own attorney s fees, including appellate fees, regardless of the outcome of the litigation. 35. Leai References. All references to statutory sections or chapters shall be construed to include subsequent amendments to such provisions, and to refer to the successor of any such provision. References to applicable law and general law shall be construed to include provisions of local, state and federal law, whether established by legislative action, administrative rule or regulation, or judicial decision. The table of contents and the headings of articles and sections are for convenience only and shall not modify rights and obligations created by this Agreement. 36. Force Majeure. Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations or any of them is delayed or prevented by Force Majeure. Force Majeure shall include, but not be limited to, hostility, revolution, civil commotion, strike, epidemic, accident, fire, flood, wind, earthquake, hurricane, explosion, lack of or failure of transportation facilities, any law, proclamation, regulation, ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future provided that the cause, whether or not enumerated in this section, is beyond the control and without the fault or negligence of the 16