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#13-6064 (Woolpert, Inc.) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR tTURE�j Routed by.Purchasing Department to Office Initials Date the Following Addressees)(In routing order) 1. Risk Management Risk f� IIlS(/A► 2. County Attorney Office County Attorney Office 4,,,, I I I r Il 3. BCC Office Board of County �� k�� ` Commissioners /N v l 4. Minutes and Records Clerk of Court's Office I, \IA\ 5. Return to Purchasing Department Purchasing Contact: Diana DeLeon PRIMARY CONTACT INFORMATION Name of Primary Diana DeLeon for Kelsey Ward, Phone Number 252-8375 Purchasing Staff January 14,2014 Contact and Date Agenda Date Item was January 14,2014✓ Agenda Item Number 11.0 L/ Approved by the BCC Type of Document 1. Standard Contract;2. Support-Maintenance Number of Original 2 copies of each; Attached Agreement;3. Software-License Agreements Documents Attached 6 total PO number or account N/A Solicitation/Contract 13-6064 Woolpert number if document is Number/Vendor Name to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable)Does the document require the chairman's original signature? DD 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD signature and initials are required. 7. In most cases(some contracts are an exception),an electronic copy of the document and DD this routing slip should be provided to the County Attorney's Office before the item is input into SIRE. 8. The document was approved by the BCC on the date above and all changes made DD during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. �--� 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made,an d the document is ready for r e\Ole/ Chairman's signature. MEMORANDUM Date: January 21, 2014 To: Diana De Leon, Contracts Technician Purchasing Department From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #13-6064 "Asset Management Software" (Woolpert) Contract #13-6064 "Update & Support" (Azteca) Contract #13-6064 "Licensing Agreement" (Riva) Contract #11-5752 "Amendment-Statement of Understanding (GE) Contractors: Woolpert, Inc., Azteca Systems, Riva Modeling & GE Attached is an original copy of the contract referenced above, (Item #11C) approved by the Board of County Commissioners on Tuesday, January 14, 2014. The second original will be held on file in the Minutes and Records Department for the Board's Official Record. If you have any questions, please contact me at 252-7240. Thank you. Attachment RECEIVED JAN 1 5 2013 AGREEMENT 13-6064 for Asset Management Software and Consulting Services THIS AGREEMENT, made and entered into on this I` day of JC vit-La v--y 201 , by and between Woolpert, Inc., authorized to do business in the State of Florida, whbse business address is 10900 NW 25th Street, Suite 100, Miami, FL 33172-1922, the "Consultant") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. COMMENCEMENT. The Consultant shall commence the work upon issuance of a Notice to Proceed. 2. CONTRACT TERM. The contract shall be for a ten (10) year period, commencing on Date of Board award and terminating ten (10) year(s) from that date. 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 eighty (180) days. The County Manager, or his designee, shall give the Consultant written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. The County may, at its discretion and with the consent of the Consultant, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional five (5) year periods. The hourly rates quoted on the Consultant's Proposal shall remain in effect for a period of one (1) year from the date of award by the Board of County Commissioners. Subsequently, upon the written request of the Consultant at least thirty (30) days in advance, all prices may be adjusted on the anniversary date of the Agreement, based on the Consumer Price Index-South Region for the immediate twelve (12) month period preceding the anniversary date of the Agreement. The County shall give the Consultant written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 3. STATEMENT OF WORK. The Consultant shall provide Asset Management Software and Consulting Services as provided in Exhibit A, Scope of Services, which is hereby incorporated by reference, in accordance with the terms and conditions of this Agreement, RFP #13-6064 and the Consultant's proposal referred to herein and made Page 1 of 9 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 Consultant and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 4. COMPENSATION: The County shall pay the Consultant for the performance of this Agreement upon completion or partial completion of the work tasks as accepted and approved by the County Project Manager or his designee pursuant to the fees as set forth in Exhibit B, included in this Agreement. Payments shall be made to the Consultant when requested as work progresses, but not more frequently than once per month. Payment will be made upon receipt of a proper invoice and in compliance with Chapter 218 Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Invoices may be submitted by the Consultant 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. 4.2 TRAVEL AND RELATED EXPENSES Travel and related expenses are included in the Exhibit B Fee Schedule. 5. SALES TAX. Consultant 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. 6. NOTICES. All notices from the County to the Consultant shall be deemed duly served if mailed or faxed to the Consultant at the following Address: Woolpert, Inc. 10900 NW 25th Street, Suite 100 Miami, FL 33172-1922 Telephone: 305-418-9370 Facsimile: 305-418-9377 Attn: Scott Cattran Senior Vice President All Notices from the Consultant to the County shall be deemed duly served if mailed or faxed to the County to: Page 2 of 9 CA Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing &General Services Director Telephone: 239-252-8407 Facsimile: 239-252-6480 The Consultant 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 Consultant or to constitute the Consultant as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all professional and business permits necessary for the prosecution of the Work shall be obtained by the Consultant. The Consultant shall not be responsible for project specific permits although the Consultant shall provide assistance to the County in applying for such permits to the extent specified in the Statement of Work. Payment for all such permits issued by the County shall be processed internally by the County. All non-County professional and business permits necessary for the prosecution of the Work shall be procured and paid for by the Consultant. The Consultant shall also be solely responsible for payment of any and all taxes levied on the Consultant. In addition, the Consultant 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 Consultant agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Consultant. 8.1 With respect to software licenses, for software developed by Consultant, the license agreement shall be as provided in Exhibit F. With respect to software developed by a party other than Consultant that may be necessary for the services of Consultant and which software the County shall maintain on its equipment or utilize through remote access, the County shall enter into the software license directly with the third party software developer and any and all warranties or matters of performance with respect to such third party software shall be between the County and the third party software developer. A copy of third party software licenses executed by the County may also be included in Exhibit F for reference purposes. 9. NO IMPROPER USE. The Consultant 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 Consultant or if the County or its authorized representative shall deem any conduct on the part of Page 3 of 9 CA the Consultant to be objectionable or improper, the County shall have the right to suspend the contract of the Consultant. Should the Consultant 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 Consultant further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Consultant be found to have fail to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause upon seven (7) days written notice to Consultant and failure of the Consultant to cure the default during the seven (7) day period; 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 exercised in good faith. In the event that the County terminates this Agreement, Consultant's recovery against the County shall be limited to that portion of the Contract Amount earned through the date of termination. The Consultant 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 Consultant agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Consultant shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Consultants; 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 $500,000 for each accident. D. Professional Liability: Shall be maintained by the Consultant to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Consultant waives its right of recovery against County as to any claims Page 4 of 9 9 under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and in the aggregate. 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 Consultant during the duration of this Agreement. The Consultant 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 provisions. Consultant shall also notify County, in a like manner, within three (3) business days after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Consultant from its insurer, and nothing contained herein shall relieve Consultant of this requirement to provide notice. Consultant shall ensure that all sub-consultants comply with the same insurance requirements that he is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the 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, whether resulting from any claimed breach of this Agreement by Consultant, 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 Consultant or anyone employed or utilized by the Consultant in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 With respect to claims covered under Section 13 pertaining to commercial general liability or automobile liability, or for claims that are covered under Consultant's umbrella liability policy, there shall be a duty to defend under this Article 13 that is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Consultant, 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 Consultant. Consultant'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 Page 5 of 9 i Cq and finally barred by the applicable statute of limitations. With respect to claims for professional liability or other matters of liability not addressed in this Section 13.1, the Consultant shall indemnify the County for reasonable defense fees incurred by the County to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant or anyone employed or utilized by the Consultant in the performance of this Agreement. 14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Public Utilities and IT Departments. 15. CONFLICT OF INTEREST: Consultant represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Consultant further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: 1. Consultant's Proposal, Insurance Certificates, 2. RFP #13-6064 Specifications/Scope of Services and Addendum/Addenda, 3. Exhibit A Scope of Services 4. Exhibit B Fee Schedule and Attachment A, Consultant Hourly Rates 5. Exhibit C Implementation Schedule 6. Exhibit D Application Software Acceptance Testing Criteria 7. Exhibit E Key Personnel 8. Exhibit F Software Licenses, Support Agreements & Escrow Agreements 9. Exhibit G IT Department Standard and Operating Procedures 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, 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. Page 6 of 9 0 19. COMPLIANCE WITH LAWS. Consultant 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 and the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3))). If Consultant observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement in accordance with Section 10. 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 contract 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. The parties further agree that any portion of this Agreement which is held void, invalid, or otherwise unenforceable, in whole or in part, shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 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 Consultant with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Consultant 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. Page 7 of 9 Cq 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. KEY PERSONNEL/PROTECT STAFFING: The Consultant's personnel and management to be utilized for this 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 contract. The Consultant shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates or dates set forth in the Project Schedule. The Consultant shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience and; (2) the County is notified in writing as far in advance as possible. The Consultant shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 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) and/or the Consultant's Proposal, the Contract Documents shall take precedence. 27. ASSIGNMENT: Consultant 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 Consultant does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Consultant all of the obligations and responsibilities that Consultant has assumed toward the County. ************************Remainder of page intentionally left blank********************************** Page 8 of 9 0 IN WITNESS WHEREOF, the Consultant and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY FLORIDA Dwight E..Brock, Clerk of Courts / By: 11P _ `�i B • GeergiaA 44illei, !- hairwemaii- Dated: Q lVekv 2 Tom Henning, Chairman (SEAL) i Attest as Clia(rinan's signature onlyw u Woolpert, Inc. Consultant By: First fitness Signature 5(YZGj- r€ ?tee 5 CO I/ ICI 51/P TType/print wi s nameT TType/print signature and titleT Second Witness \O\NA SCAtA TType print witness nameT A'proved as to Form and Legality: ALAu6Armdli 111P, Assistant C P my Att. ney i ?e/On Print Name Page 9 of 9 0 Exhibit A Scope of Services As identified in RFP 13-6064 Asset Management Software and Consulting(Part 2) Collier County (CC), specifically the Public Utilities Division (PUD), requires a software solution to support and provide full scale demonstrations of an Enterprise Asset and Work Management system (EAM) with associated functionality, including but not limited to the following Five Full Scale Demonstration projects: 1. GIS-based Asset Management (Collier County Water Sewer District(CCWSD) horizontal assets) 2. GIS-based inventory and work order management system (CCWSD) 3. GIS-based integration of SCADA data (CCWSD horizontal assets) 4. GIS-based customer management system for Utility Billing and Customer Support — Customer Relationship Management(UBCS CRM) 5. Capital Improvement Project(CIP)generation at short and long-term intervals (CCWSD) These five projects specify the functionality and core deliverables that the Consultant is to provide and support effectively. The full scale demonstration of these projects, within CCPUD, is to articulate the vision, mission and guiding principles of the County's Asset Management Program. The software solution will be a fully scalable and adaptable solution to the Agency, including all remaining divisions: Growth Management, Public Service, and Administrative Services. • This Agreement is designed to encompass the majority of the functional and technical requirements of CCPUD, but will also include other Agency wide divisional requirements and integrations. This broad range of functionality and technical requirements will ensure that the county will be procuring a solution that will expand and adapt to the changing environment in the county. All recommendations should address the broad range of requirements that must be considered by the County for current work flow process as well as potential future process inclusion and integrations to existing and future applications. • The Asset Management software solution supports maintaining a desired level of service for what the Agency wants their assets to provide at the lowest life cycle cost. By defining life cycle cost as the best appropriate cost for rehabilitating, repairing or replacing an asset, an objective approach to support the sustainable program at the specified level of service the Agency can then readily understand and display the impacts of changes in the level of service in both dollars and effectiveness. • The selected solution is to accommodate both linear and vertical assets maintained within the Public Utilities Division (PUD). The selected solution needs to be scalable and flexible, and appropriately designed to incorporate all linear and vertical assets managed by the remaining County divisions. The solution needs to integrate with existing data acquisition/financial systems (SAP) and the existing GIS system (ESRI), InHance and SCADA systems. • It is the intent of this Agreement to maximize efficiencies by procuring an integrated system that can function as an 'off the shelf' product which incorporates best practices, but provides the option for the County to change the configuration of processes without changing the source code if there is a future business or legal requirement . C'q • The Enterprise Asset Management system will be an iterative, data-intensive program that builds upon itself each year. Its outputs will include an analysis of an asset, condition, service impact, useful life and preventative maintenance records. This information will be used for objectively-based restoration and rehabilitation forecasting, as well as short and long-term capital planning coordinated with the Board approved master plan and the AUIR based on levels of risk and service. • In alignment with the Division's priorities of compliance and meeting demand with sustainability, the Division is taking a long-range strategic approach by addressing the growing challenge of aging infrastructure. This long range approach will result in a comprehensive renewal plan for the Division's key infrastructure. A key initiative in accomplishing this goal is implementing an Enterprise Asset Management (EAM) System that incorporates water,wastewater, irrigation quality/reuse water, and solid and hazardous waste infrastructure. • This system shall include the development of a framework and implementation of a systematic process, to cost effectively operate, maintain, and upgrade the CCPUD's physical assets; development of tools to facilitate an organized, logical approach to decision making; improved prioritization of capital improvement and operating expenditures; certified compliance with all regulations; provision of required detail to update fixed asset inventory in SAP and enhancement of operational and maintenance practices. • In all phases of the project, knowledge transfer deliverables are required. The Consultant is expected to provide documentation for training, configuration, and code documentation as directed by the Collier Project Manager for each task. Knowledge transfer will be provided through demonstrations or training as well as formal written documentation. All technical procedures including installations and maintenance must be provided. Per the Woolpert Technical Approach provided in response to RFP# 13-6064,the County has adjusted the phases of the project as follows: • Project 1 (GIS-based Asset Management) and Project 2 (GIS-based inventory and work order management) including integrations with inHance, SAP, and CCTV are to be implemented in their entirety (to Go-live)first;for the CCWSD • Project 3 (GIS-based integration of SCADA data) implementation is to immediately follow Projects 1 and 2 for the CCWSD • Project 5 (Capital Improvement Project(CIP)generation) implementation is to immediately follow Project 3 for the CCWSD • Project 4 (GIS-based customer management system for Utility Billing and Customer Support— Customer Relationship Management) is to be executed in parallel with Projects 1 /2, 3 and 5. The Custom UBCS GIS- Based solution implementation tasks have been estimated be will be performed on a Time and Material basis Included within the proposal are time and material hours adequate to support the following tasks: • GIS database support (review existing data models and make best practices recommendations, assist in defining and implementing efficient vertical asset data models, provide consultation and technical assistance in the consolidations of multiple geodatabases, and other GIS and related technology support services • Enterprise Content Management (ECM) system review and recommendations for best practices related to integration of said system with CityWorks AMS • Consulting services related to optimizing CCPUD materials management and warehousing best practices, including optimization of CityWorks Storeroom to support distributed warehousing operations Cio Additional services may be added to this contract as mutually agreed upon in writing by the Parties. These services may include but are not limited to the following: • Provide Ad-hoc utility engineering, locating and conditional assessment services in support of the Asset Management program implementation. Exhibit B Fee Schedule LUMP SUM TIME AND ITEM PHASE MATERIALS— AMOUNT: NOT TO EXCEED 1 PHASE PM I PROJECT MANAGEMENT $163,078.00 2 PHASE QMP I QUALITY MANAGEMENT PROGRAM $52,014.00 TRACKS 1 AND 2 I CORE CITYWORKS AMS 3 IMPLEMENTATION (GIS-BASED ASSET $661,990.00 MANAGEMENT/GIS-BASED INVENTORY/WORK ORDER) TRACK 3 I GE WORKFLOW IMPLEMENTATION (GIS- 4 $147,698.00 BASED SCADA INTEGRATION) TRACK 4 I CUSTOM UBCS CRM IMPLEMENTATION 5 (GIS-BASED CUSTOMER MANAGEMENT SYSTEM) $675,766.00 [TIME& MATERIAL] TRACK 5 I RIVA DS IMPLEMENTATION (CIP 6 $225,575.00 GENERATION AT LONG AND SHORT INTERVALS) 7 GIS DATABASE SUPPORT $100,250.00 MATERIALS MANAGEMENT/ INVENTORY 8 $105,500.00 OPTIMIZATION (STOREROOM) 9 ENTERPRISE CONTENT MANAGEMENT SYSTEM $17,856.00 INTEGRATION EVALUATION 10 CUSTOM DEVELOPMENT OF CITYWORKS AMS $58,872.00 FUNCTIONALITY 11 SOFTWARE COSTS $497,775.00 Subtotal Lump Sum Items $1,748,130.00 Subtotal of Time and Materials (NTE) $958,244.00 Travel Costs (included in costs of the Tracks $245,850.00 above) TOTAL FEE (Total Items 1-11) $2,706,374.00 0 Exhibit B Attachment A Woolpert Hourly Rates Professional Position Hourly Rates Practice Leader $215 Project Director $200 Project Manager $184 Group Manager $184 Subject Matter Specialist $200 Senior Systems Analyst $155 Systems Analyst $145 Senior Developer $175 Developer $155 Admin $80 Riva Hourly Rates Professional Position Hourly Rates Project Manager $200 Consultant $200 Senior Implementation Specialist $175 Junior Implementation Specialist $150 Developer $175 G Exhibit C Implementation Schedule Project Phase Phase Duration COLLIER COUNTY- EAMS IMPLEMENTATION 560 days PHASE PM I PROJECT MANAGEMENT 560 days PHASE QMP I QUALITY MANAGEMENT PROGRAM 559 days TRACKS 1 AND 2 I CORE CITYWORKS AMS IMPLEMENTATION (GIS-BASED ASSET MANAGEMENT/ GIS-BASED INVENTORY/WORK ORDER) 311 days TRACK 3 I GE WORKFLOW IMPLEMENTATION (GIS- BASED SCADA INTEGRATION) 108 days TRACK 4 I CUSTOM UBCS CRM IMPLEMENTATION (GIS-BASED CUSTOMER MANAGEMENT SYSTEM) [TIME& MATERIAL] 369 days TRACK 5 I RIVA DS IMPLEMENTATION (CIP GENERATION AT LONG AND SHORT INTERVALS) 141 days AD-HOC TECHNICAL SUPPORT SERVICES [TIME & MATERIAL] 323 days SOFTWARE COSTS 1 day The schedule is based on business days and upon current duration projections.These timeframes may be adjusted upon mutual agreement of the parties. Work shall commence upon issuance of a Notice to Proceed in accordance with Section 1 of this Agreement. The scheduled duration of phases may be concurrent and may overlap,and are not necessarily dependent upon prior completion of phases. Exhibit D Application Software Acceptance Testing Criteria Acceptance criteria for each of the areas are contingent upon two (2) requirements. First that the functionality that is demonstrated meets the County needs as outlined in the contract and as identified in RFP 13-6064 Asset Management Software and Consulting(Part 2). Second,validation sessions to actually test specific scripts as outlined below. 1. Testing of completed workflows: The County will run through a handful of completed existing processes and their respective milestones as specified in the demonstration scripts. 2. Completing configurations from existing demonstrations scripts/design specs: Woolpert project staff will run through the configuration with the County on completed workflows as chosen by the county as specified in the demonstration scripts. 3. All software documentation has been delivered and accurately reflects the operation of the software. 4. Configuration meets the specifications and functions set forth in the configuration specifications. 5. The software is able to operate on any network input device and all network input devices that meet or exceed the current published Consultant hardware specifications that may simultaneously run the software. 6. Any reports generated by the software are able to be printed to any network printer which meets or exceeds currently published hardware specifications of the Consultant. 7. Each member of the County core team will be asked to provide scoring feedback on the functionality demonstrations for those areas of their expertise Pass/Fail with a brief explanation. For actual testing during the validation sessions participating core team members will be asked to score individual test cases Pass/Fail and [provide screen shots of errors encountered. CATEGORY CAUSE ACTION Passed (Approved for No major problems identified (see below for Fix(or prepare a plan to distribution) examples of major problems). Minor problem fix) minor problems, examples: mislabeled toolbar button, or plot axis, review with management inconsistent screen captured in manual, or cannot and then distribute. print from tool bar but can using menu,etc. Failed Fix(or prepare a plan to fix)errors or omissions, review with management and then distribute. Upon completion of the Software Configuration and Implementation the customer will test the software upon the network to determine whether the software used in conjunction with the network,operate in accordance with the acceptance tests set forth in this section below"Acceptance Testing". All such acceptance testing will be conducted by the customer at customer's site and completed in accordance with the project schedule as shown in Exhibit C. Review and Correction: The County will either(1) notify the Consultant in writing that the software configuration meets the acceptance tests and is accepted by the County or(ii) notify the Consultant in writing that the software configuration fails to meet the acceptance tests. The county shall be deemed to have accepted the software configuration in the event no written notice of acceptance or deficiencies is provided to the Consultant on or before expiration of the aforesaid acceptance test period. S If the County notifies Consultant that the software configuration does not satisfy any or all of the acceptance test the county will set forth a list of the errors or omissions which have caused the modifications not to meet the acceptance tests to the extent know by the County. After notification of a failure of the software to meet the acceptance tests, Consultant shall have ten (10) business days from the date that the Consultant receives the list of errors and omissions to modify or improve the software to meet the acceptance tests. The software will then be retested in the same manner as described above. (t Exhibit E Key Personnel Name Title Company Kirk McClurkin Principal in Charge Woolpert Ed Singer Project Manager Woolpert John Przybyla Quality Assurance Officer Woolpert Jennifer Coughlin Implementation Lead Woolpert Scott McFarlane Integrations Lead Woolpert Gabriel Minos Implementation Team Member Gray Matter George Mastakas Implementation Team Member Cityworks Ian Woodbury Implementation Team Member RIVA C/10 Exhibit F Software License and Support Agreements Escrow Agreements • CityWorks Software License Agreement • CityWorks Update and Support Agreement • RIVA Modeling Systems Inc,Software License Agreement • RIVA Modeling Systems Inc,Software Support and Maintenance Agreement • RIVA Modeling Systems Inc,Software Escrow Agreement • E311 Software License Agreement • E311 Support and maintenance Agreement • GE Proficy Workflow Amendment 2—Licenses and Globalcare C90 Exhibit G IT Department Standard and Operating Procedures IT Documents 1. Vendor Background Checks County Ordinance No 2007-64 2. Vendor Network Access Agreement 3. IT Account Requests/Modifications 4. CMA's 5402, 5403, 5405 & 5905 5. Provisions for Collier IT 6. Hosting 7. Recommended Hardware S Co er County Department of Facilities Management- Government Security Section Contractor Fingerprinting and Background Check Request Form To be filled out by the individual contractor to be fingerprinted: Your Name(ru Nombre)x Employer(Empleador)x Job Title(Tiwlo de Empleo)X I understand that Collier County Ordinance No. 0452 was amended in October 2007,and requires state and federal criminal history record checks for all contract workers through fingerprinting. The cost of the fingerprinting is the responsibility of the contractor.The cost is currently$43.25 and will be paid by check or money order made out to "BCC'. Vendors/contractors/bidders must also present the company's E Verify's profile page. I,x (Please print legal name/ Es«a,e su nombre con tetras de molde) have read and understand the information above regarding the fingerprinting requirements. Signature(Firma)x Date(F.cha)X IMPORTANT NOTE:You must take this form and payment to Facilities Management in order to be fingerprinted. This form must be filled out and sign by the Collier County Project Manager that is in charge of the project you're assigned to You will be required to reschedule your appointment If you do not have it.This form will be retained by the Facilities Department To be filled out by the Collier County Project Manager(click on the space to enter): Department: Division: Collier County Project Manager: to be contacted with the results of the background check as follows: E-mail Address: @coltiergov.net Phone Number:(239) - Does contractor need card access(Yes/No)": *If not filled out contractor will be given a non-access identification badge Please email from to DL-FMOPS )colliergov.net. NOTICE OF COLLECTION OF SOCIAL SECURITY NUMBERS The Collier County Facilities Management Department,as a department of the Collier County Government Agency, is authorized to collect your Social Security Number for the performance of its fingerprinting background check duties and responsibilities as prescribed by law and applicable bid documents. Your Social Security Number shall be collected for one or more of the following reasons: 1. FBl/FDLE Fingerprint background checks Your Social Security Number will only be collected and disclosed for these listed purposes, and as may otherwise be authorized by law, and once collected,will be maintained as confidential and exempt records under Chapter 119, Florida Statues, by this agency. Employee/Contractor Signature Building Automation Technician G:\Building Operations\Operations Center(New UNDER CONSTRUCTION)1Forms- Procedures-Manuals\Forms Collier County Government. Vendor Remote Network Access Agreement I agree that I will not use my network access to the Collier County network in any manner inconsistent with the work.I am contracted to do. This includes only accessing information systems or data files required in the performance of my work. I agree to notify the appropriate Collier County contact of all accesses,and details of actions or modifications that I have performed on systems while connected.I further affirm that I have read and agree to abide by the Collier County End User Computing Policy and Remote Access Policy as provided to me.I also agree to notify the Information Technology Department as soon as network access is no longer needed,so that my access can be removed.I understand that violation of any of these policies could lead to loss of access,termination of vendor or contractor status,or prosecution under the applicable statute. I understand that vendor access is restricted to the hours of 8:00AM to 5:00PM Collier County Local time,unless otherwise agreed to and noted on this agreement. Printed Name Signature Date Information Technology Department CO ]"I"Service Desk C t Phone(239)252-8888 Fax(239)252-6346 IT Account Maw:anent ent Point This form is to be completed when requesting account creations,changes or deletions. It must be completed and then signed by a manager with the authority to make the account request. After the paperwork is filled out and signed,return this document by faxing to 239-252-6346 or by emailing to BCCAccountReauest @colliergov.net What kind of account do you require? (select one) r. > New User Account Generic Account for an individual to be used by multiple people _ Complete Section 1 Complete Section 2 Collier County Employee Calendar Vendor •r Access Agreement form required Service Account(Requires IT approval) Board Member Distribution list Volunteer/Intern Existing.accounts External Government Agency Complete Section 3 Fi Change Account ['Other Disable an account Section 1 for New accounts Employee Name: Department/Vendor Company/Govt.Agency: Title: Phone number. SAP#: This account requires: Email:account(included for all BCC Employees) VPN access City View Facilities Work Order Request System Agenda SAP Other special applications or Distribution lists Revision 2011.10-04 Section 2 For generic accounts Account Name Division: Responsible Person: Phone Number. Initial Access list(Individuals or groups with access to the Calendar,email,or list) Section 3* For account changes—Complete only relevant sections. Employee Name:(Required) Q Permanently delete account SAP#: Q Temporarily disable account Until: New Name: New Department: New Phone number: New Title: New Permissions: Other: Required for all requests Supervisor Name: Phone: Supervisor Signature: Date: *Account Changes: -Deleted accounts will have their F drive moved to the department's G drive and access will be restricted to the department head. -Accounts undergoing department changes will have uninterrupted access to their F drive. Any Department specific data should be moved to the department's G drive prior to any changes Accounts undergoing department changes should expect permission changes. Revision 2011-10-04 CMA# 5402 REMOTE ACCESS POLICY §5402-1.Purpose. §5402-4.Enforcement. §5402-2.Background. §5402.5.Definitions. §5402-3.Policy. §5402-6.Currency. [Effective Date:January 1,20051 §5402-1. Purpose. The purpose of this Policy is to define standards for connecting to Collier County's network from any host (computer or other device that connects to the network). This Policy will also ensure Collier County's compliance with applicable license, copyright,local,state and federal Taws and regulations. §5402-2. Background. This Policy is required to minimize the risk that any individual device could be configured or used in a manner which could compromise the integrity and availability of the network and associated resources. Damages include the loss of productivity due to downtime, damage to public image,and damage to critical Collier County internal systems,and access to non-public data, which could result in possible violations of law concerning privacy (HIPAA, etc.). This Policy applies to all Collier County employees, contractors, vendors and agents that connect to the Collier County network. This Policy does not apply to access of the County's e-mail system via the Internet(Outlook Web Access) nor any publicly available service provided by Collier County on the Internet §5402-3. Policy. A. Requirements: (1) All requests for remote access will be submitted to the Information Technology fit. (2) All trusted network connections and devices must be configured to meet the authentication and configuration requirements of the Collier County network. (3) With the exception of approved vendors,only computers owned and supported by Collier County will be permitted to connect to the Collier County network. (4) Vendors requesting access to the.Collier County network will be provided a copy of all applicable policies governing remote access and will demonstrate acceptance 5402:1 ss-4s-2� OFFICE OF COUNTY MANAGER ADMINISTRATIVE §5402-3 PROCEDURE § 5402-5 of those policies by signing a Third Party Access Agreement,i of which a copy will be retained by the TT Department. (5) The approved methods of remote access to the Collier County network are as follow:VPN,dial-up,trusted network via direct connection,un-trusted network via f rewall. (6) Collier County employees and vendors with remote access privileges must ensure. their computer or workstation that is remotely connected to Collier County's corporate network is not connected to any other private network at the same time with the exception of personal networks that are under the complete control of the user. (7) All remote access clients for VPN access will be configured by IT personnel according to IT Department procedures. (8) It is the responsibility of the County employees who have been granted remote access to ensure that the computers used for this access be connected to the network at least once in a thirty-day period so that it can receive the proper security patches and updates. Computers requiring security updates will be prevented from accessing the network until the required updates are completed. §5402-4. Enforcement. A. It is the responsibility of remote access users to comply with all applicable Collier County computer usage policies. B. Any employee found to have violated this Policy may be subject to disciplinary action, up to and including termination of employment. §5402-5. Definitions. As used in this Policy,the following terms shall have the meanings indicated: HOST—Computer or other device connected to a network PRIVATE NETWORK—A network secured from external access from other networks and the Internet. REMOTE ACCESS — All present and future methods by which hosts connect to the CCBCC's private network,such as dial-up,VPN,PC Anywhere,etc. TRUSTED NETWORK —A system that has the necessary controls to ensure that security policies will not be compromised UN-TRUSTED NETWORK — A system with no verifiable security controls that would present a security risk to the CCBCC network 1. Editor's Matta Sae CMA 5300,Tura Party Aces.Polley,aad its aceowspaaybig*m.bssah. 5402:2 0-15-2117 § 5402-5 REMOTE ACCESS POLICY § 5402-6 VPN— Virtual Private Network. An encrypted connection to the CCBCC network via the Internet. §5402-6. Currency. The Information Technology Department is responsible for maintaining the currency of this Instruction. 5402:3 09-15-2007 CMA#5403 THIRD PARTY ACCESS POLICY §5403-1.Purpose. §5403 Currency. 5403-2.Concept. Third Party Network Access §5403-3.Policy. Agreement §5403-4.Enforcement. §5403-5,Definitions. ]Effective Date:January 1,2005] §5403-1. Purpose. The purpose of this policy is to define standards for vendors, contractors, consultants, and others who connect to Collier County's network from any host These standards are designed to minimize the potential exposure to Collier County from damages that may result from unauthorized use of Collier County resources.Damages are defined to include,but not limited to: the loss of productivity due to downtime,loss of sensitive or confidential data, loss of intellectual property, damage to public image, damage to critical Collier County internal systems,etc. §5403-2. Concept. A. This policy applies to all Collier County contractors, vendors and agents with a Collier County-owned or personally owned computer or workstation used to connect to the Collier County network.This policy applies to direct and remote access connections used to perform work on behalf of Collier County including reading or sending e-mail and viewing intranet web resources. B. Access implementations covered by this policy include all methods of direct and remote access to the Collier County network §5403-3. Policy. A. General. (1) It is the responsibility of Collier County that vendors, contractors,consultants,and others having access privileges to Collier County's network ensure their access connection is given the same consideration as the, user's on-site connection to Collier County.: (2) The following policies must be reviewed by vendors, contractors,consultants,and other parties for details of protecting information when accessing the Collier. 1. tester's Note:sea do Third Party Netw.rk Amon Amt at the end of this CMAi. 5403:1 e,•is-ias7 OFFICE OF COUNTY MANAGER ADMINISTRATIVE § 5403-3 PROCEDURE §5403-4 County network via remote access methods and the acceptable use of Collier County's network (a) End User Computing Policy. (b) Remote Access Policy.3 B. Requirements. (1) Secure access must be strictly controlled. Control will be enforced via one-time password authentication or public/private keys with strong pass-phrases. For information on creating a strong pus-phrase see the End User Computing Policy. (2) At no time should any third party (as described above) provide their login, password,or e-mail their password to anyone. (3) Those with access privileges must ensure that a Collier County-owned or personal computer or workstation which is conmected to Collier County's corporate network is not connected to any other network at the same time. (4) All hosts connected to Collier County networks must use the most up-to-date anti-virus software from a reputable vendor. (5) Equipment used to connect to. Collier County's networks must meet the same requirements as Collier County-owned.equipment. (6) Organizations or individuals who wish to implement non-standard solutions to the Collier County production network must obtain prior approval from the IT Department. (7) Vendors,consultants and other third parties will be permitted to access the Collier County network only during normal business hours (8:00 a.m. to 5:00 p.m. local Collier County time),unless otherwise agreed to. (8) Vendors, consultants and others will notify the IT Department in writing of all changes that will be made or work that will be conducted while logged into the Collier County network. (9) Vendors, consultants and others will notify the IT Department immediately if passwords are lost,accounts are no longer required or of any attempts of intrusion are detected. §5403-4. Enforcement. Any third party found to have violated this policy may be subject to loss of Collier County network access privileges or other penalties as prescribed in the vendor's contract with Collier County or by applicable laws. 2. LM(toe§Kota Sc.CMA 3403. 3. Editor's Note;See CMA 5402. 5403:2 09-1s-m07 §5403-5 THIRD PARTY ACCESS POLICY §5403-6 §5403-5. Definitions. As used in this CMA,the following terms shall have the meanings indicated: HOST—Computer or other device connected to a network PRIVATE NETWORK—A network secured from external access from other networks and the Internet. REMOTE ACCESS — All present and future methods by which hosts connect to the CCBCCs private network,such as dial-up,VPN,PC Anywhere,etc. TRUSTED NETWORK— A system that has the necessary controls to ensure that security policies will not be compromised. UN-TRUSTED NETWORK — A system with no verifiable security controls that would present a security risk to the CCBCC network. VPN(Virtual.Private Network) —An encrypted connection to the CCBCC network via the Internet. §5403-6. Currency. The Information Technology Department is responsible for maintaining the currency of this Instruction. 5403:3 09-t5.2007 THIRD PARTY ACCESS POLICY CMA 5403 Attachment I Collier County Government Third Party Network Access Agreement I, , agree I will not use my network access to the Collier County network in any manner inconsistent with the work I am contracted to perform. This includes only accessing information systems or data files required in the performance of my work. I agree to notify the appropriate Collier County contact of all accesses and details of actions or modifications which I have performed on systems while connected.I further affirm that I have read and agree to abide by the Collier County End User Computing Policy and Remote Access Policy as provided to me. I also agree to notify the Information Technology Department as soon as network access is no longer required so my access can be removed. I understand that violation of any of these policies could lead to loss of access,termination of vendor or contractor status,or prosecution under the applicable statute.I understand that vendor access is restricted to the hours of 8:00 a.m. to 5:00 p.m: Collier County local time, unless otherwise agreed to and noted on this agreement. Printed Name Signature Date CMA 5403 Attachment 1:1 09-is-2119'7 CMA 5405 COMPUTER/TECHNOLOGY USE [Effective Date:June 10,1999(Revised:December 1,2000;Revised:February 12,2001;Revised: October 1,2001;Revised:October 1,2003;Revised:May 30,2004;Revised:June 11,2004; Revised:January 1,2005;Revised:April 1,2006;Revised:July 1,2009;Revised:December I6, 2009;Revised:March 18,2011)] §5405-1,Purpose. A. The goal of this instruction is to ensure the integrity, proper operation and security of the County's technology resources by setting rules of conduct for use by all County employees, contract employees,and business partners. B. This instruction applies to the Collier County Board of Commissioners Agency's internal business network and associated systems and resources. This instruction does not apply to the Library's public use network,the Transportation Signalization Network,the Public Utilities Plant Control and SCADA Networks, Emergency Management non-IP two way communication. systems and their associated systems and resources, except where they interface with the Agency's internal business network. C. This instruction sets forth the Agency's practices and procedures governing the utilization of technology resources and disciplinAry recourse for violations. This policy also sets forth guidance for compliance with applicable laws governing the handling of specific kinds of data created with or transmitted by network resources. §5405-2.Definitions. A. AUTHORIZED ADMINISTRATIVE STAFF—IT staff and other staff authorized by the Director,Information Technology Department who have elevated privileges and access rights for the purpose of maintaining network resources and services. B. BUSINESS PARTNERS — any person not directly employed by the Board of County Commissioners who is authorized to utilize County technology resources. Examples of business partners would include,but not be limited to:vendors,contractors,and advisory board members. C. DATA—Information stored by technology assets,or transmitted from or through the network. D. DATA CUSTODIANS - Staff with the authority for acquiring, creating,and maintaining data within their assigned area of control. E. INAPPROPRIATE CONTENT - Content that is fraudulent, harassing, embarrassing, sexually explicit, profane, obscene, intimidating,defamatory, or contains sexual comments, obscenities, nudity, pornography, abusive or degrading language, antisocial behavior, or inappropriate comments concerning race, color,religion, sex,national origin,marital status,or disability or is otherwise unlawful is inappropriate for the workplace and may not be sent by e-mail or other form of electronic communication or displayed on County computers or stored in the County's systems. F. LIMITED NON-BUSINESS USE—Use of the County's technology assets that does not impact employee productivity and complies with all other aspects of this policy. Page 1 of 11 CMA 5405 G. NETWORK — The data, voice, and multimedia communication system made up of devices (switches/routers/firewalls and the like),wires,fiber optics,jacks,access points(physical and wireless),software and services. H. NETWORK RESOURCES—Any services which may be accessed through the.Collier County network, Examples include, but are not limited to: software applications, e-mail, data, telecommunications,the 800 MHz Public Safety Radio System,and Internet resources accessed from or through the network. I_ REGULATED DATA—data that requires special handling due to statutes,regulations or agency policies. At this time,regulated data includes, but not limited to Protected Health Information (PHI)protected under HIPAA rules and statutes,Payment Card Industry(PCI)and other personal financial information(PFI)(e.g.credit card and bank account numbers)and personal identifying information (PII) (e.g. social security numbers), addresses and names of judges and law enforcement officials, and other data exempted lima the State of Florida's Public Records Laws by statute. J. SLATE—a form factor for computing device that meets the following criteria 1. Does not run Windows operating system as its base operating system,and 2. Uses"touch"as its primary mode of user interface. K. TECHNOLOGY ASSETS —any devices owned by Collier County that are part of or used for data or voice communications. Examples include, but are not limited to:computers, network switches and routers,servers,databases,personal data assistants,smart phones,cellular air cards, printers,telephones,800 MHz radios,and associated software and accessories. L. TECHNOLOGY RESOURCES — includes all of the following: TECHNOLOGY ASSETS, information/data stored or in transit, the County's private data network, NETWORK RESOURCES, and all resources and services associated with other networks accessed from or through the County network, including the Internet, Internet Services, and other agencies' or corporate networks and services. M. USER—Inclusively,staff';elected/appointed officials,and/or business partners authorized to use County technology resources. §5405-3,Concept. A. Compliance: 1) This policy applies to all users of Collier County technology assets,network and/or network - resources including authorized administrative staff except when utilizing:properly authorized elevated privileges or access rights in the discharge of their duties. a. Authorized administrative staffs use of elevated privileges is governed by IT Department policies. b. Employee violations will be assessed and disciplinary actions will be governed by CMA 5351—Discipline,and OVA 5311.1 -Standards of Conduct. c. Business partner violations will be subject to loss of the use of technology assets, network and/or network resources and contractual sanctions. Page 2of11 CMA 5405 2) Because of the interdependent nature of network and communications systems,interruptions of service can have a broad impact with the potential for large adverse financial consequences or impact to health and safety. Loss of technology resources and/or misuse of network resources can cause financial damage to the County, the taxpayers of Collier County, and those who depend on County services,therefore,these resources must be protected. As such,violations of this policy may unduly expose the network to intended or unintended risks,which may or may not result in actual losses. a. Department Directors are required to consult with the Director, Information Technology when assessing penalties for violations of this policy. b. The severity of infractions will be assessed by the Director,Information Technology who will forward a risk/threat assessment to the supervising Department Director for use in making recommendations for disciplinary actions in accordance with CMA 5351-Discipline. c. The Human Resources department will advise Department Directors in order to ensure consistency in the handling of employee violations of this policy. 3) Collier County,at its discretion,reserves the right to monitor any use of network resources,to monitor computer and internet usage, including, but not limited to: sites visited, searches conducted, information uploaded or downloaded and to access,retrieve and delete any data stored in, created, received, or sent over the network or using network resources for any reason and without the permission or prior knowledge of any user. Collier County may monitor the use of technology assets,content of electronic communications and the usage of network resources to support operational,maintenance, auditing, security, disciplinary, and. investigative activities. 4) County employees and authorized business partners using County owned technology or network resources have no right or expectation of personal privacy for any voice communications,e-mails,internet searches,internet sites visited,or data stored in,crested by, received with,or transmitted using technology resources. Use of passwords or other security measures,whether mandatory or voluntary, does not in any way diminish Collier County's rights or create any privacy rights of users. Collier County has administrative tools that permit it to monitor all activities on the network and access all data stored within technology resources. 5) All Collier County employees and business partners who have access to technology assets and/or network resources must affirm that they have read and understood all applicable policies annually. B. User Responsibility: 1) Authorized network users are responsible to ensure that network resources are used only for their intended purposes. a. Except for services intended for use by the public (kiosks, terminals and public wireless services) technology assets, technology resources, network resources, the network and data are intended exclusively for the use of authorized employees and business partners only. Page,3 all 1 CMA 5405 b. Technology assets, technology resources, network resources, the network and data are the property of Collier County Government Collier County provides these systems to be used for County business purposes,although limited non-business use is permitted All communications and data transmitted by, received from, passed through,or stored in these systems are the exclusive property of Collier County.At all times,employees and authorized business partners have the responsibility to use these resources in a professional,ethical,and lawful manner. c. Use of technology and network resources is a privilege that may be monitored, restricted or revoked at any time. Collier County reserves the right to revoke the privileges of any user at any time. d. Conduct that interferes with the normal and proper operation of Collier County's network or network resources, which adversely affects the performance of the network or the ability of others to use the network or network resources or, which is harmful or offensive to others will not be permitted. Such actions may subject employees to disciplinary action in accordance with CMA 5351 -Discipline. Such actions by business partners may result in the loss of network privileges and/or contractual sanctions. e. The Director,Information Technology can authorize actions to remediate network or application performance problems during an incident where network or application performance has been adversely affected. f A user may not use the County network or technology assets to connect to or make use of other computer systems unless specifically authorized to do so by the operators of those systems. g. Because network and data security are dependent upon physical security,all Collier County employees have a responsibility to ensure that only authorized employees and/or business partners or properly escorted visitors have access to areas where network access is available and that only authorized employees have ar".PCs to secure spaces where network resources are located. 2) Staff and authorized business partners are issued credentials(user name and password) for accessing the network and network resources. Users are responsible for periodically changing their passwords and safeguarding their passwords. a. Users are responsible for all transactions made using their credentials. b. Users are responsible for protecting the confidentiality of their credentials and are prohibited from sharing their credentials with anyone. c. Users shall not leave their computers unattended while their account is logged in without first locking the computer, using the Windows "Lock Computer" functionality. d. User passwords for County network accounts or passwords for County application/ system access may not be printed or stored online in any file, database or Internet service. It is the user's responsibility to safeguard their password. If a user suspects for any reason that their password may have been compromised, they must immediately change it. e. No user may access the network or network resources with another user's credentials. If access to another user's account is required, access can be'granted by the IT Service Desk upon request from the user's manager. f. All network access must be accomplished by user specific credentials, and as a normal course of business, generic or"shared"network accounts are not issued. In special cases the IT Service Desk Manager can authorize the use of shared accounts with proper authorization from the users' management under circumstances where Page 4 of 11 CMA 5405 individual accounts can't adequately meet business needs and their use will not compromise identity integrity and auditing. g. Misrepresenting,obscuring,suppressing,or replacing a user's identity on the network is forbidden. The user name, e-mail address, County affiliation, and related information included with electronic messages or postings shall reflect the actual originator of all messages or postings. 3) Network Security a. Users shall report any suspicion of violations of any provision of this policy to their supervisor or the Information Technology Department Service Desk. Users shall notify the Service Desk of any instances where they observe or have reason to believe that data is inappropriately accessible to employees, the public, or business partners. b. Users shall promptly report all information security alerts, warnings, suspected system vulnerabilities,etc.to the IT Service Desk. c. Users shall not exploit inadvertent rights or deficiencies in information systems security to damage systems or data, obtain resources beyond those to which they have been authorized, or to obtain or take resources away from other users or gain access to other systems for which proper authorization has not been granted. d. Users who receive virus alerts or notice unusual system behavior, such as missing flies, frequent system crashes, misrouted messages, etc.,should immediately notify the IT Service Desk. To prevent possible damage to Collier County data,technology assets and network resources,users are not permitted to remove viruses on their own. If users believe they may have been the victim of a virus or other malicious software, they must immediately inform the IT Service Desk e. In order to ensure that virus signatures,patches and security software are up to date, any workstations or portable computers that have not been updated within 30 days will be removed from the network. Updates occur upon login. Action by the IT Service Desk will be required to restore connectivity. 4) Inappropriate Use a. Internet browsing on websites with inappropriate content is prohibited Use of the Internet will be monitored and corrective actions will be taken by the user's department,in coordination with Human Resources and Information Technology. b. Except for employee services administered on the County's Intranet by the Human Resources Department, Collier County's technology assets, network and network resources may not be used for dissemination or storage of commercial or personal advertisements, solicitations,promotions,political material,inappropriate content or any unauthorized use deemed inappropriate. c. Users are not permitted to store, download or transmit copyrighted materials with network resources unless written permission has been granted. Examples of copyrighted materials include, but are not limited to commercial music, video, graphics,or other intellectual property. Collier County will not provide a defense for violators of copyrights. Collier County allows reproduction of copyrighted material only to the extent legally considered "fair use" or with the permission of the author/owner. All doubt about whether software or other material is copyrighted, proprietary,or otherwise inappropriate for duplication should be resolved in favor of not duplicating such information. d. Users are not permitted to make any defamatory statements using network resources. Rage 5 of 11 CMA 5405 e. County Employees are not permitted to subscribe to information services without the approval of their supervisor. 1. Users are not permitted to capture, store or create digitized images of signatures (other than their own)or attach or affix a digitized image of a signature(other than their own) to any document or e-mail or use such image of a signature in any way that could be interpreted as representing information as being originated,approved, or sanctioned by another person without the express permission of the signatory. C. Business Partners. 1) Employees are responsible to ensure that business partners requiring access to the network or network resources are properly authorized. Business partner accounts will be issued on a monthly basis and will expire on the last day of each month. Employees are responsible for requesting extension of business partner accounts if required. Generic business partner accounts will not be issued. All business partner accounts must be issued in the name of the user. 2) Any business partner requiring access to the network or network resources must complete the Third Party Use Agreements, file them with the IT Department, and maintain compliance with the terms of that agreement. 3) Once granted access, business partners must comply with this policy in its entirety. Business partner violations of this policy may result in loss of access and purchasing sanctions.. D. Email 1) All entering or leaving the County's e-mail system are duplicated and retained in an administrative mailbox in addition to each user's mailbox. As such,users are free to delete e- mails from their mailbox when their usefulness to the user has ended. However,if the user would like future access to such e-mails,they should retain them. At the designated time,all e-mail in Outlook will be archived. At this time,a-mails are never deleted from the archive. 2) BCC staff are required to use the county email system and only the county email system for county business. Use of external email systems compromise the Agency's ability to execute complete public records requests. 3) Users shall not send unsolicited/non-business e-mail to persons without their consent Chain letters or other non-business related use of network resources is prohibited. 4) Mass e•im'iling for business purposes must be coordinated with the IT Service Desk. Non- business related mass a-mailing is prohibited. 5) The use of the "Subscribers" and "BCC-Agency" distribution lists are restricted to department directors,division administrators and the County Manager's office. 6) Tampering, forging,or altering e-mail identity information is prohibited. Sending an e-mail which in any way appears as though it was sent by someone else (who did not send it) is prohibited. Page 6 of 11 CMA 5405 unication or 7) Inappropriate content may not be sent by e-mail or other form electronic cod t displayed an or stored in the County's computers. �d� reported immediately to intimidating, hostile, offensive or inappropriate management so that appropriate measures can be taken. 8) Users or forward any a-mails with inapprop ate content as defined in 2(E not originate Reference CMA 5311.1(Standards of Conduct). section 2(E)and 3(D)6. 9) Users receiving messages with inappropriate content defined d section 2(E) or . . e-mail messag Itefereace. 3(D)6 must immediately notify their supervisor,manager, CMA 5311.1(Standards of Conduct). (1)the date and time die e-mail was a. en rellowidg information) the s n must be prom (or, if unavailable, any identifying sent/received; (2) the sender's e-mail address information);(3)and the subject line. b. Do not forward the e-mail. Once the information specified in Section D.(8)a. is passed on to a supervisor,the e-mail should be deleted. from their employees shall c, provide these managers or directors HR G st department/division. to the explicit a- vails these the user having received repetitive licita- v ailsionally, reports and all mails from the same external sender,these repo should be provided to the IT Service Desk as well as Human Resources. 10)Signatures, tag tines, and background settings should be professional in nature and reflect positively on the County. Name, Agency Name, a. Signatures may contain some or all of the following: Fax Number,eg Cell Phone Department/Division, Title, Address, Telephone Number, Number, e-mail Address. Colors and fonts other than the default settings are acceptable. b. Tag lines conveying personal, inspirati onal, or political messages are subject to - interpretation and are, therefore, prohibited. Tag lines may contain agency, department or division mottos,mission or vision tale used ggu s'mari c. To portray a professional image, E. Hardware/Equipment: 1) County technology assets,network and network resources are provided as a tool to enhance productivity and perform job duties. Access to County technology assets is a privilege.. a. Only devices which are managed by the IT Department are permitted on the Agency's business network. technology are on the Agency's Intranet b. The processes and procedures pr purchasing technology ' be and updated periodically. Improperly purchased items may using devices is permitted but such devices will be refused The use access. c. The use of personally owned computing Personally owned limited to publically available websites and internet res are not y owned F by the IT Department computing devices are not managed y business network. access to the Agency's � applications in d. SLATE computers may be approved for purchase for special purpose appl val by the IT Department At this time, limited numbers after review and appro y SLATE computers are not managed by the IT Dept►erit and are not permitted Page 7 of 11 MA 5405 access to the.Agency's business network,however a list of SLATE computers that can be managed and will be allowed internal network access will be developed and posted on the intranet as they are qualified. Special considerations that may apply to the purchase,governance,recurring charges,and use of SLATE devices can be found on the Agency's intranet. 2) Unauthorized Equipment. a. Users may not connect any device to County technology assets or the network. Only authorized administrative employees are permitted to add devices to the network. This prohibition includes, but is not limited to, personal network hubs, routers or switches,wireless access devices,USB hubs,portable computers,smart phones,and storage devices. IT Employees are required to disconnect and remove any such equipment upon discovery. b. Portable storage devices hie USB"thumb"drives are permitted for the transport of non-executable (data) files as long as their use does not require any installable software or cause the installation of software. Executing programs stored on these de vices is prohibited. These devices shall not be used as primary storage. Transporting regulated data files via these devices is prohibited. c. Employees and business partners may not use cameras, cell phone cameras, digital cameras, video camera, or other form of image-recording device in the workplace without the express permission of the supervising Department Director and of each. person whose image is recorded. This provision does not apply to employees who must use such devices for business purposes in connection with their positions of employment. 3) Users shall not tamper with technology assets in any manner. All repairs must be coordinated through the IT Service Desk. a. Users shall not connect or disconnect any technology asset or network resource without prior coordination with and approval from the IT Service Desk. All hardware installations, repairs, moves, additions or changes must be coordinated through the IT Service Desk. b. Users shall not install, deactivate,uminstall or change any settings for any software provided by the County on any technology asset. Software provided includes,but is not limited to, virus detection and correction software, internist filtering software, monitoring software, power management settings, screen savers, and agents for software distribution. c. Users are prohibited from setting BIOS passwords. d. Settings in windows that are user accessible (e.g. desktop wallpaper, power management settings, color schemes, etc.) and application settings that are user accessible(e.g.browser favorites)are not covered under this Instruction and may be set and personalized by the user,although they may be altered by operating system patches and may or may not be transported in machine replacements. 4) Supervisors have the discretion to allow Collier County computers to be used by employees at home for County-related work purposes. The restrictions pertaining to the use of County computers at home will be the same as if they were directly connected to the County network and all policies apply. Use of County technology assets and network resources are for the exclusive use of authorized users only. IT support for home use will be limited to telephone support, or users will be required to bring County equipment to the workplace and will be Page 8 of 1 1 CMA 5405 provided assistance during business hours. The IT Department does not provide on-site support for home use of computers. F. Operating System/Software 1) Users are prohibited from possessing or distributing computer viruses, spyware, or other malicious software development and/or distribution tools. Users found to be in possession of such software may be subject to disciplinary action, including discharge, and possible civil and/or criminal penalties. 2) Users are prohibited from possessing tools commonly used for gathering technical information about the network or network resources useful for attempts to hack or breach security. Users found to be in possession of such software may be subject to disciplinary action,including discharge,and possible civil and/or criminal penalties. 3) Installing Software. a. Users are not permitted to download executable software. b. Users are not permitted to install executable software on IT Assets. The IT Service Desk will assist users with authorized software installs. c. Users with Windows Administrative Rights have been granted these rights solely to permit them to use software that requires these rights in order to run properly. Users. with Windows Administrative Rights are not permitted to install executable software on IT Assets,unless they have an agreement authorized by the Director,Information Technology to do so. d. Users with fully executed "Special. Service Level Agreements," which have been paid and are in good standing, are permitted to install the software identified in that agreement on the specific IT ASSETS specified within the agreement 4) License Compliance. a. The IT Department is responsible for the Agency's compliance with certain software license agreements. Users are forbidden from making unauthorized copies of software. Collier County will not provide a defense for, violations of licensing agreements. b. Collier County allows reproduction of copyrighted material only to the extent legally considered "fair use" or with the permission of the author/owner. All doubt about whether software is copyrighted, proprietary, or otherwise inappropriate for duplication should be resolved hi favor of not duplicating such information. c. The IT Department provides license compliance services,however if the user prefers not to use IT's compliance service,they shall be responsible for proper and adequate physical security and protection of software in their possession.A locked file cabinet or locked desk drawer should be used to safeguard software. d. Users shall not copy or use County owned software on their personally owned home computers,laptops,or other electronic,devices. e. Users shall not provide copies of County owned software to any business partner, client,or third person,or perform any other action that would cause non-compliance with any licensing agreement. f. Unlicensed or unauthorized software will be removed Immediately upon discovery by IT employees. Staff found to be in possession of unlicensed or unauthorized software may be subject to disciplinary action,including discharge,and possible civil and/or criminal penalties.Employees who become aware of any misuse of software Page9of 11 CMA 5405 or violation of copyright law should immediately report the incident to their immediate supervisor. G. Data Management: 1) Users should be aware that deletion of any data may not truly eliminate the information from. systems. Most data is stored in a central back-up system in the normal course of data management. 2) In order to protect overall network performance,the County reserves the right to reprioritize and/or apply size limitations on data stored in or transmitted over the network. The County reserves the right to disconnect or otherwise manage circuits during incidents which jeopardize network performance. 3) Users may not access or alter in any manner data that is not involved in the execution of their job functions. a. Users are not permitted to access,modify,delete,and/or utilize data,which they may have access to, for any purpose except their job duties, Collier County business objectives,or business practices. b. Users shall utilize information that they are authorized to access only for the specific purposes for which it is intended. c. Except for authorized public records searches and special investigations, data and communications (e.g. e-mail and voice communications) shall be treated as confidential and accessed only by the intended custodian/recipient(s). Users are strictly prohibited from accessing any data or commumications to which they are not intended to have access or are not the intended recipient. 4) No user may encrypt data for transmission over or storage on network resources without written permission from the Director, Information Technology. The system and methods required to encrypt and decrypt data must be approved by the Information Technology Department. If the encryption method relies on secret keys,.the Information Technology Department must manage the storage and security of such encryption keys. The Information Technology Department has methods in place to store secret keys securely, assuring the secrecy of encryption keys and the ability to decrypt data. If encrypted data is discovered,the data owner must provide clear text/u nencrypted data along with the encryption system and secret keys to the Director,Information Technology upon request. 5) Regulated Data. a. Generally,all data and records created,stored,sent,or received on the Collier County network and network resources are public records except those exempted in Chapter 119 and 435.09 of the Florida Statutes or in any other applicable laws. Protected Health Information (PHI) protected under HIPAA rules and statutes as well as Payment Card Industry(PCI)data,personal financial information(PF1)(e.g. credit card and bank account numbers) and personal identifying information (PH) (e.g. social security numbers)are specifically excluded from the public record. b. Based on the content of data,statutes and/or agency policies may apply to the proper handling. It is the responsibility of the user to know the statutes/policies/rules that govern the handling of the regulated data to which they have access and to act in accordance with the applicable statutes/rules. Employees should consult with the Page 10 of 11 CMA 5405 County Attorney's Office to resolve any questions regarding proper legal handling of data. The data custodian shall be responsible to inform the Director, Information Technology of any regulated data that is collected or stored in any network resources so that it may be handled appropriately. The County has taken measures to ensure the confidentiality, integrity and availability of sensitive information,including PHI,. PFI,and PII and that access to sensitive information is restricted to authorized users. Users must take steps to minimize the possibility of unauthorized access including. but not limited to, making sure that the position of their monitor is not subject to unauthorized viewing,not leaving regulated data on an unattended computer screen, and, proper custodianship of printouts. Regulated data shall not be stored on any computer's local storage or any other type of portable storage device. Regulated data shall never be stored on a portable computer. Any inadvertent access of regulated data by users who should not have access must be reported to the Director, Information Technology. c. Users shall not make copies of regulated data,encryption keys,or secure(encrypted) data in its clear text(unencrypted)state. The approval of the Director,Information Technology is required if it becomes necessary to make a copy or replicate regulated or encrypted data. This includes storing such data in documents, data warehouses, secondary databases,portable computers,or portable storage devices. I-1. Social Media Services; Internet based social media services (SMS) (e.g. Facebook, Twitter, MySpace)accounts may be authorized for agency or departmental promotion,outreach,or other public relations purposes and must be authorized by the County Manager's Office. All use of social media must comply with the provisions set forth in CMA 1200, Media and Public Relations. Upon approval, a request for access must be submitted to IT by the Department Director. IT will provide approved site owners with the tools and instructions to archive their information for compliance with Public Records statutes and agency procedures. Each department is responsible for the proper archiving and retention of social media records. §5405-4.Currency. The Information Technology Department is responsible for the currency of this policy. Page 11 of 11 CMA#5905 RESTRICTED NETWORK ACCESS AGREEMENT §5905-1.Purpose. §5905-3.Guidelines. §5905-2.Definitions. §5905-4.Currency. [Effective Date:April 1,2006) §5905-1. Purpose. The purpose of this form is to document the agreement of Collier County non-employees who have been granted network accounts and permission to access the Collier County Data Network using only County workstations. 5905-2. Definitions. As used in this CMA,the following terms shall have the meanings indicated: COUNTY DATA NETWORK—Availability restricted to those individuals granted special permission and who can only access the network from County workstations. COUNTY DATA SERVICES Unrestricted availability for those individuals using Internet access from any workstation. §5905-3. Guidelines. A. Access Description. The undersigned user is granted restricted access to the Collier County Data Network resources and applications. Access is limited to only using a Collier County owned and maintained workstation. Access from other workstations is restricted to those services accessible using the Internet. B. Agreement Acknowledgement Form User's Printed Name: User's Title: User's Telephone Number. User's Office and Location: I have read the Collier County End User Computing Policy,and understand and accept the responsibilities as described therein. I also understand that misuse of County resources will be cause for system privilege revocation,as well as possible criminal or civil penalties as provided by law. 5905:1 09-15.2007 OFFICE OF COUNTY MANAGER ADMINISTRATIVE § 5905-3 PROCEDURE §.5905-4 I agree that I have no expectations of privacy with regards to any information entered into or passed through the County's Data Network. Any such information will be subject to Florida's statutes regarding public records unless specifically exempted. I also agree to promptly report any violations or suspected violations of information security policies to the Information Technology Department. User Signature: Date: For the Collier County IT Department: Date: §5905-4. Currency. The Information Security Manager (ISM) is responsible for maintaining the currency of this document Contents will be reviewed on an annual basis, or sooner when situations warrant that review and possible changes are necessary. 5905:2 09.13• 'f TAB 1: IT MINIMUM TECHNICAL ARCHITECTURE AND COMPATIBILITY STANDARDS AND GENERAL REQUIREMENTS (TACS) Step 1, Tab 1 - IT Minimum Technical Architecture and Compatibility Standards and General Requirements (TACS) Complete the following section by answering yes/no to each technical requirement listed in the table below in respect to the software that will be proposed for this solution: please include additional comments if needed. If proposer cannot answer yes to all of these questions/statements,the proposal MAY NOT be considered for further evaluation. Index I Requirement YeslNo Vendor Comments MTACS 01 The candidate software application must run Yes Applicable to Cityworks fully in the user context and does not require AMS, Riva DS,and GE SCADA elevated permissions or administrative integration permissions on the desktop. MTACS 02 All desktop software applications must utilize Yes Applicable to Cityworks Microsoft Operating System.current Collier AMS, Riva DS,and GE SCADA Production Version release with current integration patches and service packs.Windows 7&8 MTACS 03 Applications may not use Exchange Event Yes Applicable to Cityworks Sinks or Exchange Public Folders. AMS, Riva DS,and GE SCADA integration R MTACS 04 If US-Cart posts vulnerability the software Yes Applicable to Cityworks must be addressed within a 30 day timetrnme AMS,Riva DS,and GE SCADA by the software vendor. integration MTACS 05 Software must comply with all Federal,State Yes Applicable to Cityworks and Local regulation and all access must AMS, Riva DS,and GE SCADA comply with current published County integration Manager Agency(CMA)policies. Current policies that apply are CMA 5402 and CMA 5403,CMA 5405,Fingerprint ordinance. MTACS 06 Any software which stores personally Yes Applicable to Cityworks identifying information,including but not limited AMS, Riva DS,and GE SCADA to,(SSN,driver's license numbers,etc.)or any integration financial information,(credit card numbers, bank routing information.etc.)must fully protect the information and disclose the methods of protection used,access protection methods,and life cycle handing of this data. Industry standard encryption methods utilizing at least 256 bit encryption techniques are required.All applications/software must be able to meet or exceed PCI requirements. MTACS 07 All Internet software applications must comply Yes Applicable to Cityworks with Section 508 requirements.(ADA AMS,Riva DS,and GE SCADA Compliance) integration Index fl« Requirement Ye&No Vendor Comments MTACS 08 The supplier of any HIPAA related software Yes Applicable to Cityworks applications must provide guidance on HIPAA AMS,Riva DS,and GE SCADA compliant implementation requirements. integration MTACS 09 Software vendors will acknowledge in writing Yes Applicable to Cityworks prior to selection,that Collier County AMS,Riva DS,and GE SCADA Government will own any and all data and the integration databases. MTACS 10 Hard coding account access may not be Yes Applicable to Cityworks permitted. AMS,Riva DS,and GE SCADA integration MTACS 11 The methods used for encrypting stored Yes Applicable to Cityworks passwords must be disclosed. Industry AMS,Riva DS,and GE SCADA standard encryption methods utilizing at least integration 256 bit encryption techniques are required. Applications may not store passwords in clear Cityworks AMS uses Mi d text. crosoft asp.net membership provider standard password encryption algorithm. MTACS 12 The County is not interested in the SA account Yes Applicable to Cityworks or equivalent. If it is.the proposed solution AMS,Riva DS,and GE SCADA must allow the Cry staff to change the SA integration password on a periodic basis without limitations. IT TACS • I . '" _fie'- z er, �w I application• include context sensltele help within t - CffYWORKS-Online help is amiable.but at point is not context sensitive RNA-Rix has odine help files which are catext-sensitne and also hots help so users can annotate any field in the application. TACS 02 The candidate whore app icatmn proposal must include a complete hardware topology diagram and recommrided hardware configurations. Vendor Del erables: 4 -Topology Diagram -Recomnended hardware requirements(workstation and sewer) -Network bandwidth requirements TACS 03 Web-based candidate software shall utilize Microsoft item Explorer. No other browser is supported. Current CFTYWORKS-supported version for Cdywodis Collier Production Version is E 8. 4 2013 is E9 RNA-Rive supports E 8 TACS 04 Web-based software must aide lIS 7 or newer with current patches and service packs. 4 TACS 05 Incident Support providing 24x11365 coverage shall be*red. Incident response service lasts shall be specified- CITYWORKS-Ctyworks headquarters normal hours:8-5 MST,with a cell number for off-hour critical problems;acknowledgement of problem within 4 tars of receipt;support website available 4 2417 RNA-Incidents can be reported 24x7/365 and the help desk is open during regular business hours.Extended coverage may be negotiated. 4ACS 06 Client software applications should support and the vendor should provide package definition files with silent install RNA-As Rica is a web-based application,no without user interaction.using Microsoft SCCM current version. Supported installation packages include. 4 installation is required on user workstations. -MSI,Microsoft Windows installer MSI compatible Rive is deployed d through the Apache Tomcat deployment interface as a war file. TACS 07 Software applications should support and run on current shipping release of virtual servers. including RNA-Rive supports the listed virtual servers -VMwre ESX(current version/confirm with BCC R Operations) All of these systems haw support for Windows - MS Virtual Server Server 2003 or 2008.which can run the Apache 4 Tomcat Application Server and run multiple instances of the Rive Application.Database instances can be run on Oracle(up to 11g)or St]L Server(2005-2012). TACS 08 All software application vendors an required to notify Collier County when new releases become available and when 4 RNA-Rive has a release protocol whch will be current releases and related systems are no longer supported. communicated to the County. TACS 09 The vendor must submit any applicable license agreements for any proposed elements including a description of RNA-A Standard Licensing Agreement wit be the licensing model.and list prices for all license types and whether or not custom licensing arrangements are 4 provided to the County.Pricing is in the main available response document 10 The vendor must submit any applicable maintenance agreements for any proposed elements including a description RNA-A Standard Support and Maintenance of the maintenance plan.software upgrade policies and exclusions,and list prices for all maintenance agreement 4 Agreement will be provided to the County. types and whether or not custom maintenance agreements are available. Pricing is in the main response document 11 All software upgrades or changes required by the selected vendor must be made in a Collier County Standard test 4 environment and certified prior to moving into a production environment. _ TAGS 12 System should be able to be backed up using the NetBackup V 7.5.0.1 or current running version Application and 4 Database TACS 13 Does s stem su • ation to other Disaster Recoe sites 4 :'; ? ,,air: .r r. "r ;• atens s • 'use^ •• 'cation ed u,• I • 4 . • 'd- �.serer • are ••'cations must utdnze r e•- em,current 'm Version re'lease r� s with current patches and service packs,2012 Server 4 a TACS 16 Database should be Microsoft's SOL Server 2012 c• • nt. 4 ..`^ overage r...•7' s r. _ • • e,OTT, . v...•.•oat 4 TACS 18 No direct updates to the SAP-would prefer batch files that we scheduled jobs to update SAP data Woolpert The Ckyworks Storeroom integration developed by Woolpert will adhgere to this important-Describe your approach in the'Vendor Comment'column. requirement 4 RNA-Should it be detemened that an i tegraton between Rio and SAP would be beneficial(not currently anticipated or scoped). the method of updates is the client's choice Rio can integrate directly with SAP or imports via batch ales can be used ® Ac • D CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/30/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Brower Insurance PHONE FAX a Marsh&McLennan Agency LLC Company -MA Le.E�t►:937.228.4135 (A/C No): 409 E Monument Ave, Ste 400 ADDRESS:tguidone(g browerinsurance.Com Dayton OH 45402 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:The Travelers 19038 INSURED INSURER B Ohio Casualty Ins. Co. 24066 Woolpert, Inc. INSURER C: 4454 Idea Center Blvd. INSURER D: Dayton OH 45430 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1444116735 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A GENERAL LIABILITY Y6309D576779 12/31/2013 12/31/2014 EACH OCCURRENCE $1,000,000 X DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $100,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $5,000 !, PERSONAL 8 ADV INJURY $1,000,000 _ I GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 7 POLICY n j7 X LOC Per Loc Aggregate $10,000,000 A AUTOMOBILE LIABILITY Y8109D21995A 12/31/2013 12/31/2014 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) A UMBRELLA UAB X OCCUR CUP9D21995A 12/31/2013 12/31/2014 EACH OCCURRENCE $15,000,000 B EXCESS LIAB EC01455844048 12/20/2013 12/20/2014 — — CLAIMS-MADE AGGREGATE $15,000,000 DED RETENTION$ A WORKERS COMPENSATION UB9D100335 12/31/2013 12/31/2014 X WC STATU- 0TH- AND EMPLOYERS'LIABILITY YIN TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? — - - - -- (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space Is required) Collier County Government Center is included as Additional Insured with respects to the above General Liability as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Government Center ACCORDANCE WITH THE POLICY PROVISIONS. Purchasing Department 3327 Tamiami Trail East AUTHORIZED REPRESENTATIVE Naples FL 34112 ) I ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD ..-----"N WOOLINC-01 DGARCIA ,4coRO CERTIFICATE OF LIABILITY INSURANCE 12/18/201°3" THIS CERTIFICATE 1S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Ames&Gough mac,No,exth(703)827-2277 210 FAX rvol;(703)827-2279 8300 Greensboro Drive E-MAIL Suite 980 ADDRESS: McLean,VA 22102 INSURER(S)AFFORDING COVERAGE NAIC it INSURER A:Continental Casualty Company(CNA)A(XV) 20443 INSURED INSURER B: Woolpert Inc. INSURER C: 4454 idea Center Boulevard INSURER D: Dayton,OH 45430-1500 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE POLICY NUMBER lMM/DDIYYYY1 (MMIDDIYYYY) GENERAL LIABILITY EACH OCCURRENCE ,$ DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $ CLAIMS-MADE OCCUR MED EXP(My one person) S PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $ I (� - 7 POLICY I I, , LOC $ AUTOMOBILE UABIUTY COMBINED acident)SINGLE UMfC $ BODILY INJURY(Per person) $ ANY AUTO ALL OVMtED — SCHEDULED BODILY INJURY(Per accident) $ AUTOS --- NON-OWNED PROPERTY DAMAGE AUTOS $ HIRED AUTOS AUTOS (Per accident) — — S UMBRELLA UAB _OCCUR EACH OCCURRENCE $ — EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEC I RETENTION$ $ WORKERS COMPENSATION TORY LIM PR AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNEEXECUTIVE Y!N R/ E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ It yes,descibe tinder E.L DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS below A Professional Liab. AEH 28 835 50 72 7/8/2013 7/812014 Per Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) CERTIFICATE HOLDER CANCELLATION Collier County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Government Center THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Purchasing Department ACCORDANCE WITH THE POLICY PROVISIONS. Attention: Purchasing&General Services Director 3327 Tamiami Trail, East AUTHORIZED REPRESENTATIVE Naples, Florida 34112 P 1 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD e311TM SUPPORT AND MAINTENANCE AGREEMENT This is a Support and Maintenance Agreement ("Agreement") and not a license or agreement for sale of software. This Agreement is between Collier County, a political subdivision of the State of Florida, (the "County" or "CUSTOMER") and Woolpert, Inc., an Ohio corporation whose principal office address is 4454 Idea Center Blvd., Dayton, Ohio 45430 ("WOOLPERT"). For purposes of this Agreement, WOOLPERT shall also mean any of Woolpert, Inc.'s subsidiaries, affiliates, or assignees, including any of their respective directors, officers, employees, agents, subcontractors, or third party providers. WOOLPERT shall provide the maintenance defined herein for the software as specified herein subject to the terms contained in this Agreement. This Agreement is subject to the Software License Agreement for the software, which is made a part of this Agreement and is hereby incorporated by reference. WOOLPERT shall provide CUSTOMER with Maintenance Releases and Future Versions that are released by Woolpert during the period of this Agreement. Any support or maintenance, including but not limited to assistance or updates provided hereunder, Maintenance Releases, or Future Versions released to CUSTOMER during the term of this Agreement shall be considered to be a part of and governed by the terms of the Software License Agreement. Capitalized terms used in this Agreement not otherwise defined herein shall have the meanings ascribed to them in the Software License Agreement. 1. Software.The software("SOFTWARE")covered by this Agreement is the computer program(s)generally known as e311. 2. Term. The support and maintenance services shall be provided to CUSTOMER on an annual basis for the number of years of support and maintenance as provided in Exhibit A, which is hereby incorporated by reference, beginning on the date this Support and Maintenance Agreement is executed("Term"). 3. Operating Criteria. During the term of this Agreement, WOOLPERT agrees to provide support and maintenance services for the SOFTWARE provided the CUSTOMER operates the SOFTWARE on at least the minimum hardware configurations specified in the Software License Agreement of SOFTWARE DOCUMENTATION. Please note that it is possible that operation problems may exist when attempting to use the SOFTWARE on either an Apple Macintosh® or Microsoft Vista® operating system. In such event, CUSTOMER acknowledges that WOOLPERT support and maintenance services may be limited. 4. Support and Maintenance.This Agreement covers support and maintenance for each License that is purchased in accordance with a Software License Agreement issued by Woolpert. To extend the Term of the services, CUSTOMER shall be required to enter into an additional Support and Maintenance Agreement.The support and maintenance services provided under this Agreement are as follows: CUSTOMER shall have online availability access to available published updates and modifications to the SOFTWARE, and other information and materials related to the SOFTWARE as WOOLPERT makes available to support and maintenance agreement holders, during the Term of this Agreement. Such access shall be through WOOLPERT'S web site for SOFTWARE support and maintenance, and if applicable, an FTP site for SOFTWARE support and maintenance, both subject to website and FTP site operating functionality or maintenance downtime.The website address is www.woolpert.com/ . Directions for use of the FTP site shall be as provided on the website. CUSTOMER may, from time to time, receive emails from WOOLPERT regarding notices of patches, updates, and modifications to the SOFTWARE, or other information and material, available on the website or FTP site for SOFTWARE support and maintenance. In addition to online access and email notification, CUSTOMER shall receive, Subject to the exclusions provided in this Agreement, access to a WOOLPERT SOFTWARE REPRESENTATIVE (WSR) through the modes of communication identified herein to provide support and maintenance services (1) related to SOFTWARE installation and hardware compatibility issues with the SOFTWARE, subject to the limitations noted herein; (2) related to the use of the software, addressing general theory related to output, and other general questions related to the software framework; and (3) related to correcting"bugs"or other errors that are found or alleged by the CUSTOMER. WOOLPERT intends to provide support and maintenance services in accordance with this Agreement via email when possible. Requests for support and maintenance services shall be via email sent by CUSTOMER to WOOLPERT at: e311 @woolpert.com, and/or via telephone at (804) 441-6108. Support and maintenance services shall generally be provided during the following WOOLPERT business hours: 8:00 a.m. through 4:00 p.m., Monday through Thursday, Eastern Time, and 8:00 a.m. through 12:00 p.m. Fridays, Eastern Time, but excluding WOOLPERT holidays,which may include, but are not limited to New Year's Day, Martin Luther King Junior Day, President's Day, Easter Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day, and Christmas Day. After notification by CUSTOMER via email,WOOLPERT shall provide an acknowledgment of the email in a return email. Response times shall be based on resource availability and the complexity of the request for support and maintenance services. WOOLPERT will use email, including attachments, or directions to retrieve materials from WOOLPERT'S ftp site for the SOFTWARE, when possible to provide support and maintenance services. However, when it is determined that verbal communication will better foster assistance, WOOLPERT shall provide email correspondence requesting a contact name and number as well as a request for a convenient time for CUSTOMER, within WOOLPERT'S standard business hours, to arrange to discuss the CUSTOMER'S circumstances. Such support will include the opportunity to consult with a member of the WOOLPERT technical support staff that will assist the CUSTOMER with the Software capabilities, functionality and characteristics as described in the Software Specifications and provide basic problem resolution assistance as required. WOOLPERT shall use reasonable efforts to respond to the CUSTOMER within 8 (eight) business hours during the hours of operation noted above of a request for support and maintenance services to assess the circumstances. WOOLPERT shall then use reasonable e311 TM Support and Maintenance Agreement 1 of 6 p�0 �.J efforts to provide resolution of the request, with CUSTOMER understanding that some requests may not be able to be resolved by WOOLPERT or will be outside of the scope of this Agreement as noted herein. Woolpert intends that requests will be reviewed and addressed based on the nature of the problem or request. WOOLPERT will attempt to prioritize requests for circumstances in which there is catastrophic SOFTWARE failure or the SOFTWARE degrades substantially. Notwithstanding, prioritization of requests shall be at WOOLPERT'S sole discretion. CUSTOMER may submit requests for the SOFTWARE to add new functionality.Although such requests are not included as part of the support and maintenance under this Agreement,WOOLPERT will take the requests under advisement. If the modification will be solely for the CUSTOMER,WOOLPERT shall provide a cost estimate to develop the functionality and an amendment shall be required to add the new functionality. Should WOOLPERT decide to add the functionality to the SOFTWARE during the Term of this Agreement with the intention that it will be released as part of a Future Version, WOOLPERT shall provide the CUSTOMER with the upgrade or modification to the SOFTWARE at no additional cost. Any patches, updates, or modifications to the SOFTWARE will be provided in machine-readable format and updates or modifications to related DOCUMENTATION will be provided in pdf or hard copy form, at WOOLPERT'S discretion. Updates, modifications, materials, and other information provided under within the frame of support and maintenance services under this Agreement which are not provided over the phone,via email,or through a WOOLPERT ftp site,shall be distributed to the CUSTOMER at the address provided at the time of purchase of the underlying Software License. Duplication, distribution and installation of updates, modifications, and materials are all the responsibility of CUSTOMER, subject to the terms of this Agreement and the Software License Agreement. The granting of rights of use and the delivery of the upgrades, modifications, information, and material, shall be limited to the number of Licenses permitted under this Agreement. From time to time, at no additional cost to CUSTOMER, and at WOOLPERT'S sole discretion, WOOLPERT may provide upgrades or modifications for the SOFTWARE in the form of a New Release of the SOFTWARE to CUSTOMER with one copy of any corresponding DOCUMENTATION related to such upgrade. Such New Releases will be subject to this Agreement and made available by download from WOOLPERT'S FTP site or web site or by direct shipment to CUSTOMER. Any changes made by WOOLPERT to terms and conditions of this Agreement shall be communicated in writing to CUSTOMER at the time such changes are made. WOOLPERT will provide support services for previous releases for a minimum period of twelve (12) months following the general availability of a New Release or SOFTWARE update, but in no event after the expiration of this Agreement. 5. Customer's Responsibilities. CUSTOMER is responsible for notifying WOOLPERT, by email to WOOLPERT, at the designated email address provided herein, with respect to requests for support and maintenance. In such email, CUSTOMER shall provide a detailed description of any technical assistance question or alleged fault, error, or problem and the circumstances in which it arose. CUSTOMER commits itself to describe the problems as exactly and detailed as possible. CUSTOMER agrees that Authorized Individuals, as provided in the Software License Agreement, which is hereby incorporated by reference and made a part hereof, or a member of CUSTOMER's information technology department or equivalent, will make reasonable efforts to diagnose and solve problems or questions for Software(s) before engaging WOOLPERT Customer Support(including but not limited to searching available online knowledge base resources, online discussion forums, and product documentation). With respect to support and maintenance services regarding installation and operating questions or issues, CUSTOMER must provide a qualified CUSTOMER representative with an understanding of computer systems. Compliance with these obligations are essential contractual performance towards enabling WOOLPERT to provide the support and maintenance services in accordance with this Agreement. When requested by WOOLPERT, CUSTOMER must permit WOOLPERT to remotely connect to CUSTOMER'S network to permit WOOLPERT to assist CUSTOMER in remote troubleshooting of the SOFTWARE or in the provision of other support and maintenance services.WOOLPERT shall be provided access to the CUSTOMER'S system(s) running the SOFTWARE, including, but not limited to, passwords, system data, file transfer capabilities, and remote log-in-capabilities. WOOLPERT will conduct such remote access pursuant to CUSTOMER'S remote network access policies and standard security procedures.WOOLPERT will maintain security of the system and use such access only for the purposes of this Agreement. Information accessed by WOOLPERT agents or employees as a result of accessing CUSTOMER'S system shall be deemed confidential information.WOOLPERT may not provide the services if such remote access is not provided when requested by WOOLPERT. Notwithstanding,the CUSTOMER shall be responsible for the general installation and/or upgrade of the SOFTWARE and any updates or modifications. In the event that the Customer requests or necessitates more than four(4) hours of support and maintenance services during each year that this Agreement is in effect for each Software License permitted under this Agreement,with respect to assistance with installation of the SOFTWARE, updates, or modifications, WOOLPERT shall provide a cost estimate and an amendment shall be required to add the supplemental services. 6. Services Not Included. The support and maintenance services under this Agreement do not include any of the following: (1) custom programming services; (2) on-site support, including installation services for either hardware, the SOFTWARE, other software, or any other support services at the CUSTOMER'S location; (3) training; (4) out-of-pocket and reasonable expenses, including hardware and related supplies; and (5) services pertaining to CUSTOMER'S hardware operating systems or other software, including but not limited to CUSTOMER-developed software and third party software, including upgrades or new releases of such CUSTOMER- developed software and third party software, or any fault therein. Should such services be requested, a contract amendment will be required. e311 TM Support and Maintenance Agreement 2 of 6 CA Diagnosis, rectification, or other support and maintenance services shall not be provided for: (1)abuse, misapplication, or misuse of the SOFTWARE, or the use of any software, for a purpose for which it was not designed or in a manner inconsistent with the respective documentation or this Agreement; (2) any repair adjustment alteration or modification of any software, including the SOFTWARE,or its merger (in whole or in part) with any other software by any person other than WOOLPERT or an authorized representative of WOOLPERT without WOOLPERT 'S prior consent or as otherwise permitted by WOOLPERT; (3) use of a Software with products or software that are not commercially available; (4)any version of the Software that is older than two (2) releases prior to the then current version, ; (5) the failure by the CUSTOMER to implement updates, modifications, Maintenance Releases or recommendations in respect of or solutions to faults in the SOFTWARE previously advised by WOOLPERT; (6) rectification of lost or corrupted data arising for any reason other than WOOLPERT'S own negligence; (7) loss or damage caused directly or indirectly by operator error or omission; (8) failure or interruption of any electrical power, or any accident or other cause external to the Software, including, but not limited to problems or malfunctions related to Customer's network, database, third party software products, and/or workstation configurations or Customer's hardware; or(9)the improper use operation or neglect of the equipment upon which the SOFTWARE is run or a fault in the equipment or in any other software operating in conjunction with or closely with the SOFTWARE. Notwithstanding, Woolpert may provide support and maintenance services to the CUSTOMER regarding one of the events above, at WOOLPERT'S sole discretion. In the event WOOLPERT provides such services on a case by case basis, the service shall be considered part of this Agreement, but only for that one occurrence. Nothing shall be construed as requiring WOOLPERT to continue to offer the service for any future event. In addition, WOOLPERT may enter into a separate agreement with CUSTOMER to provide such services,or amend an existing contract. 7. Title and Ownership. WOOLPERT retains all title and interest, which also includes all proprietary and intellectual property rights and rights of use and commercialization, in all materials provided within the frame of support and maintenance services under this Agreement. Payment of the fees under this Agreement does not transfer any right, title, or interest to such updates or modifications, except the right to use such updates or modifications under the same terms and conditions of the Software License Agreement. COPYING OR USING THE SOFTWARE OR ITS DOCUMENTATION, INCLUDING ANY UPDATES OR MODIFICATIONS, EXCEPT AS PERMITTED BY THIS AGREEMENT OR THE SOFTWARE LICENSE AGREEMENT, IS UNAUTHORIZED AND IS A VIOLATION OF COPYRIGHT INFRINGEMENT LAWS. IF USER COPIES OR USES SUCH SOFTWARE, DOCUMENTATION, UPDATES, OR MODIFICATIONS WITHOUT WOOLPERT'S PERMISSION, USER IS IN VIOLATION OF THE LAW AND MAY BE SUBJECT TO CRIMINAL PENALTIES AND BE LIABLE TO WOOLPERT FOR DAMAGES. 8. Trademarks and Reservation of Rights. All rights not specifically granted in this Agreement are reserved to WOOLPERT. WOOLPERT and its respective logos,including but not limited to(e311 T""), are trademarks of WOOLPERT, INC. 9. Confidentiality and Nondisclosure. CUSTOMER acknowledges that any and all information, updates, modifications, or documentation are considered Confidential Information. CUSTOMER shall treat the Confidential Information in accordance with the terms of the Software License Agreement. 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. 10. Limited Warranty/Limitation of Remedies. WOOLPERT warrants that the media upon which updates or modifications to the SOFTWARE and DOCUMENTATION are provided will be free from defects in materials and workmanship under normal use and service for a period of sixty (60) days from the date of receipt. If the media is defective, please contact WOOLPERT and WOOLPERT will provide for a replacement exchange. 11. Disclaimer of Warranties/Limit of Liability. DUE TO THE COMPLEX NATURE OF HARDWARE AND SOFTWARE APPLICATIONS, NETWORKS, AND SPECIFIC CONFIGURATIONS, WOOLPERT CANNOT ASSUME LIABILITY FOR THE SUCCESSFUL REMEDY OF ANY ERROR. DESPITE WOOLPERT'S EFFORTS, IT MAY OCCUR THAT CERTAIN ERRORS CANNOT BE RECITIFED IN PROVIDING THE SUPPORT AND MAINTENANCE SERVICES UNDER THIS AGREEMENT. USE OF THE SOFTWARE, DOCUMENTATION, UPDATES, MODIFICATIONS, INFORMATION, OR OTHER MATERIALS PROVIDED WITHIN THE FRAME OF SUPPORT AND MAINTENANCE SERVICES UNDER THIS AGREEMENT SHALL BE DEEMED SOFTWARE AND DOCUMENTATION AS THE TERM IS USED IN THE SOFTWARE LICENSE AGREEMENT AND IN THIS SECTION, AND SHALL BE SUBJECT TO THE DISCLAIMERS OF WARRANTIES/LIMIT OF LIABILITY AS PROVIDED IN THE SOFTWARE LICENSE AGREEMENT. NOTWITHSTANDING, CUSTOMER EXPRESSLY AGREES THAT USE OF THE SOFTWARE AND DOCUMENTATION IS AT CUSTOMER'S SOLE RISK. THE SOFTWARE AND DOCUMENTATION IS PROVIDED ON AN "AS IS" BASIS AND OTHER THAN THOSE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT OR WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER APPLICABLE LAW, WOOLPERT HEREBY INFORMS USER THAT THE DOCUMENTATION, SOFTWARE, AND ANY FUNCTIONS CONTAINED IN THE SOFTWARE, ARE BEING PROVIDED TO USER WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. WOOLPERT ASSUMES NO LIABILITY FOR DAMAGE TO YOUR HARDWARE OR SOFTWARE AS A RESULT OF YOUR USE OF THE SOFTWARE OR DOCUMENTATION, INCLUDING ANY HARDWARE KEYS. IN NO EVENT WILL WOOLPERT BE LIABLE TO CUSTOMER FOR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF WOOLPERT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY e311 TM Support and Maintenance Agreement 3 of 6 q REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INACCURACY, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ALTERATION OF THE SOFTWARE OR DOCUMENTATION, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR (INCLUDING STRICT LIABILITY), NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. IN NO EVENT SHALL WOOLPERT'S TOTAL LIABILITY TO CUSTOMER FOR ANY AND ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) EXCEED THE SUPPORT AND MAINTENANCE FEES PAID TO WOOLPERT WITHIN A GIVEN YEAR UNDER THIS AGREEMENT. THE DISCLAIMERS OF WARRANTY AND LIMITITATIONS OF LIABILITY CONTAINED HEREIN DO NOT AFFECT ANY STATUTORY RIGHTS WHICH MAY NOT BE LEGALLY DISCLAIMED. 12. Indemnification. Subject to the limitation set forth in Section 768.28, Fla. Stat., CUSTOMER agrees to defend, indemnify and hold harmless WOOLPERT from and against any and all claims, actions, demands, damages, costs, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of CUSTOMER'S use of the SOFTWARE and DOCUMENTATION, any updates or modifications,or other materials provided within the frame of support and maintenance services under this Agreement. 13. Taxes. CUSTOMER shall, in addition to the amounts paid under this Agreement, pay all sales and other taxes, national, state, or otherwise, however designated, which may later be levied or imposed by reason of transactions contemplated by this Agreement, except those which arise as a result of income, including withholding taxes or similar deductions. Without limiting the foregoing, CUSTOMER shall promptly pay to WOOLPERT an amount equal to any such items actually paid, or required to be collected or paid by WOOLPERT. 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. 14. Severability. If any part of this Agreement is found to be unenforceable by a court of competent jurisdiction, such part will be construed by limiting and enforcing it to the maximum extent compatible with the applicable law. 15. Waiver. No delay in enforcement or extension of time or failure by WOOLPERT to exercise any right hereunder will be deemed to be a waiver of any right by WOOLPERT nor shall any waiver of any earlier breach of this Agreement be construed as a waiver of a later breach by WOOLPERT. 16. Headings.The section headings used herein are for convenience only and shall not be given any legal import. 17. Notices. Notices to CUSTOMER shall be as provided herein. Notices to WOOLPERT required or permitted under this Agreement shall be in writing and sufficient if sent by any method of delivery showing written receipt of delivery by WOOLPERT and shall be effective upon delivery. Notices shall be given as follows: WOOLPERT, INC. Attention: e311 4454 Idea Center Blvd. Dayton, Ohio 45430 18. Force Majeure. WOOLPERT shall not be liable for any breach of this Agreement resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees) insurrection or riots, wrecks or delays in transportation, inability to obtain supplies and raw materials requirements or regulations of any civil or military authority. 19. Entirety of Agreement. This Agreement contains the entire understanding between the parties regarding the subject matter hereof and supersedes any prior advertising, discussions, or agreements concerning such subject matter.WOOLPERT hereby objects to and will not agree to any additional or conflicting terms contained in any of CUSTOMER'S past or future proposals, purchase orders or other communications. Except as provided herein, this Agreement may be amended by CUSTOMER only by a writing signed by both parties specifically detailing the amendment and noting conflicts or contradictions to this Agreement. In the event of a conflict between the provisions of a signed amendment which are not specifically noted as a conflict or contradiction and the provisions set forth in this Agreement,the provisions of this Agreement shall prevail. 20. Third Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any rights, benefits, privileges, or causes of action for any third party against WOOLPERT. Notwithstanding, this Agreement shall inure to the benefit of any assign or successor in interest of WOOLPERT, upon written approval by CUSTOMER. 21. Termination. If CUSTOMER defaults in the performance of any of its other obligations under this Agreement or the Software License Agreement, WOOLPERT may terminate this Agreement and such termination shall be in accordance with the terms of termination under the Software License Agreement. Except as otherwise specifically provided in this Agreement, upon the effective date of termination, all other rights and obligations under this Agreement shall cease except the rights and obligations of either party with respect to any breach of this Agreement, and the rights and obligations under Sections 7, 8, 9, 11, 12, 13, 14, 15, 18, 19, 20, 22 23, and 24. 22. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, U.S.A., including, but without limitation, provisions of the Uniform Commercial Code, but excluding conflicts of law provisions, e311 TM Support and Maintenance Agreement 4 of 6 C�,q and without regard to the United Nations Convention on the International Sale of Goods. CUSTOMER hereby consents to the personal jurisdiction of the State of Florida, acknowledges that venue is proper in the applicable State or Federal court in Collier County, Florida and agrees that any action related to these terms of use must be brought in the applicable State or Federal court in Collier County, Florida. CUSTOMER hereby waives any objection or challenges that may exist, now or in the future, with respect to any of the foregoing. 23. Restricted Rights for U.S. Government Customers. Any updates, modifications, or other information provided under this Agreement is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government or any agency, department, or instrumentality thereof is subject to the provisions set forth in the Commercial Computer Software-- Restricted Rights clause at FAR 52.227-19 or the Commercial Computer Software--Licensing clause at NASA FAR Supplement 1852.227-86. Any updates, modifications, or other information provided under this Agreement are"Commercial Item(s),"as that term is defined at 48 C.F.R. Section 2.101, consisting of"Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. 24. Payment. Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". The fees under this Agreement include taxes applicable to the support and maintenance services of WOOLPERT, but do not include license fees or taxes as related to any software license purchase by CUSTOMER. 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. 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. 25. Incorporation by Reference. This Agreement includes this document and, by this reference, incorporates Attachment A: Software Support and Maintenance Details and the associated Software License Agreement for use of the SOFTWARE, as if fully set forth herein. ********.*****...*******..*..********.***...****Remainder of page intentionally left blank`***************„*********************************..****** e311 TM Support and Maintenance Agreement 5 of 6 CA IN WITNESS WHEREOF,this Agreement is accepted as of the 144-4 day of , J Clv,u ny-,. 20 i`(. BOARD OF COUNTY COMMISSIONERS ATTEST ':-" ,. COLLIER CO i TY, FL.i IDA Dwii ht Broc Cldrlt q Courts 4 By: i E'�'�' 1r-r By: & ,h`. . _ _-- . .°. s_orgia-A.�Iilierr€sq,, _1 -man-- Dated:/ .i U�_.,,.' 4 ° •t Tom Henning, Chairman SEAL) '' , Attest as to =pan s signatureonly. WOOLPERT, Inc. ' • _ &.C.1.A,C52— By: /.47. • ess Signature f,1,r ne., Pearee S ti ()4,-i 64 t SVP TType/print witness na T TType/print signature and titleT \i■ LTA Sec nd Wit s .fl-TType/p int witness nameT A••roved as to Form and Legali • r . 0 • by)• .,/........afA , y ne ■ sia t 10 ;.r/1 y 1(1 •rint Name e311 TM Support and Maintenance Agreement 6 of 6 UP)I EXHIBIT A: SOFTWARE SUPPORT AND MAINTENANCE DETAILS USER Name: Collier County, Florida USER Address (primary): Street Address: 3339 East Tamiami Trail, Suite 303 City, State Zip: Naples, Florida 34112 USA Customer Contact Information: Primary Contact Representative: Aaron Cromer Telephone (primary): 239.252.5338 Telephone (secondary): Fax Number: Email: AaronCromerc Colliergov.net Number of e311 licenses to be supported: 1 Annual Support and Maintenance Cost per year for each license: e311 Support and Maintenance—Year 1: included e311 Support and Maintenance—Years 2 -7: $5,000.00 e311 TM Support and Maintenance Agreement 7 of 6 e e311 TM SOFTWARE LICENSE AGREEMENT This is a Software License Agreement ("Agreement") and not an agreement for sale. This Agreement, made and entered into on this 1401 day of Jet 201 is between Collier County, a political subdivision of the State of Florida, (the "County" or "USER"), as provided in the sibnatory line below, and Woolpert, Inc., an Ohio corporation whose principal office address is 4454 Idea Center Blvd., Dayton, Ohio 45430 ("WOOLPERT'). For purposes of this Agreement, WOOLPERT shall also mean any of Woolpert, Inc.'s subsidiaries, affiliates, or assignees, including any of their respective directors, officers, employees, agents, third party providers, or licensors. WOOLPERT is willing to license the accompanying SOFTWARE to USER only upon the condition that USER accepts all of the terms contained in this Agreement. This Agreement applies to each license of the SOFTWARE purchased by USER as provided in Exhibit A,which is hereby incorporated by reference. 1. Definitions. "SOFTWARE" means the computer program(s) generally known as e311 TM which is generally described as follows: "e311 is a web- based citizen request portal, developed as an Esri ArcGIS Flex application, and designed to integrate with 3`d party work order management, computerized maintenance management, and permitting systems, under system specifications specified by Woolpert, to input requests for service and review the status of existing requests." "Documentation" means the documentation and specifications relating to the use of the SOFTWARE. • "Future Version" means a new version of the SOFTWARE which provides major enhancements or significant new features. "Maintenance Release" means a new release of the SOFTWARE, or updated to the existing SOFTWARE, provided by WOOLPERT to incorporate error corrections or enhance modestly the existing capabilities of the Software. "Confidential Information"means all information contained in or pertaining to the SOFTWARE or Documentation,or the use thereof, which is provided by the WOOLPERT to USER and which is not readily available to the general public. 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. "Object Code" means the machine language readable format of the SOFTWARE together with any modifications, enhancements, upgrades, updates, additions and derivatives thereof. "Source Code" means the source code programming statements for the SOFTWARE and instructions written by programmer(s), including comments, remarks, and any other documentation embedded within the source code, that are in human readable form and not yet compiled into machine language, in electronic media or hard copy form and related programmer-level documentation for the computer programs that are sufficient to enable a competent programmer to understand all details pertaining to the algorithms embodied in the operation of the computer programs and other proprietary technology now held or hereafter acquired, together with any modifications,enhancements, additions, upgrades, updates and derivatives thereof. "Intellectual Property" means (i)all inventions and all patents, patent applications, and patent disclosures, (ii) all copyrightable works, all copyrights, and all applications and registrations, (iii) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, technical data, and specifications), (iv) all trademarks, service marks, trade dress, logos, and trade names, and all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, and (v) all copies and tangible embodiments thereof (in whatever form or medium); together with remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions including the right to sue for, collect damages, settle and release claims for past, present, and future infringement, including without limitation, the right to sue to enjoin infringement. 2. License Grant; Authorized Use. Subject to the terms hereof and upon payment of the applicable license fee by USER (the "License Fee"), WOOLPERT grants USER a non-exclusive, non-assignable, and nontransferable license, subject to the term identified in Section 25 herein, to use the Object Code form of the SOFTWARE and the Documentation within the continental United States, Hawaii, and Alaska. USER agrees and understands that the SOFTWARE, at Woolpert's discretion, may only work with a proper License Key. Each license grants USER the ability to permit an unlimited number of web-based portal requests to interact with the SOFTWARE in connection with the activities of the USER's organization, subject to USER's hardware capability to process the requests. USER may not make copies of the SOFTWARE and DOCUMENTATION for use on computers outside of the USER's organization. Notwithstanding, USER may make one copy of the SOFTWARE and DOCUMENTATION on a server or computer located offsite purely for archival, backup or disaster recovery purposes only, provided all proprietary, copyright notices are reproduced on such copy. USER understands that the SOFTWARE and DOCUMENTATION may not be used for classroom or workshop instruction, demonstrations, conferences or other similar purposes without the written consent of WOOLPERT. USER may not grant sublicenses, modify, create derivative works, translate, reverse engineer or assemble, decompile or disassemble, resell, or otherwise transfer for value,the SOFTWARE or DOCUMENTATION. USER shall operate the SOFTWARE in accordance with E311 TM Software License Agreement 1 of 6 CP the minimum system requirements as provided in the SOFTWARE user manual as provided at the time of purchase of the LICENSE and as may be amended by WOOLPERT as part of a Maintenance Release. In the event that WOOLPERT no longer commercially supports the SOFTWARE,WOOLPERT shall provide a copy of the Source Code to USER upon request which the USER shall be entitled to use for purposes of continuation of the use of the SOFTWARE for USER's operations. In no event shall the USER modify the SOFTWARE or the source code to compete with any software available from WOOLPERT. 3. Support, Maintenance, and Customization. WOOLPERT may, at its discretion, provide technical support, maintenance, or customization with respect to the SOFTWARE and DOCUMENTATION or the results there from. If WOOLPERT offers support or maintenance, a separate Maintenance Agreement will be necessary.WOOLPERT may decide to issue Future Versions or Maintenance Releases of the SOFTWARE, but WOOLPERT is under no obligation to provide such Future Versions or Maintenance Releases to USER, unless specifically provided by the Maintenance Agreement.Any Future Version or Maintenance Release shall be subject to the terms and conditions of this Agreement and are subject to additional license or maintenance fees as determined by WOOLPERT. If the SOFTWARE is a Future Version or Maintenance Release to SOFTWARE previously licensed to USER, USER must destroy all copies of the prior version, including any copies that reside on a hard disk or network computer. WOOLPERT reserves the right to require USER to show satisfactory proof that the prior version(and all copies thereof)has been destroyed. 4. Limited Warranty/Limitation of Remedies. If the SOFTWARE is delivered via media (e.g. CD/DVD-ROM, external hard drive or other data storage device)WOOLPERT warrants that the media upon which the SOFTWARE and Documentation are provided will be free from defects in materials and workmanship under normal use and service for a period of sixty (60) days from the date of receipt. If the media is defective, please contact WOOLPERT and WOOLPERT will provide for a replacement exchange. 5. Disclaimer of Warranties/Limit of Liability. USER EXPRESSLY AGREES THAT USE OF THE SOFTWARE AND DOCUMENTATION IS AT USER'S SOLE RISK. THE SOFTWARE AND DOCUMENTATION IS PROVIDED ON AN "AS IS" BASIS AND OTHER THAN THOSE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT OR WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER APPLICABLE LAW, WOOLPERT HEREBY INFORMS USER THAT THE DOCUMENTATION, SOFTWARE, AND ANY FUNCTIONS CONTAINED IN THE SOFTWARE, ARE BEING PROVIDED TO USER WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. WOOLPERT ASSUMES NO LIABILITY FOR DAMAGE TO YOUR HARDWARE OR SOFTWARE AS A RESULT OF YOUR USE OF THE SOFTWARE OR DOCUMENTATION, INCLUDING ANY HARDWARE KEYS. USER ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION. USER UNDERSTANDS THAT THE SOFTWARE AND DOCUMENTATION ARE TOOLS INTENDED TO BE USED ONLY BY TRAINED PROFESSIONALS WITH APPROPRIATE EXPERTISE AND SHALL NOT BE A SUBSTITUTE FOR PROFESSIONAL JUDGEMENT. USER FURTHER UNDERSTANDS THAT THE SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED. USER ACKNOWLEDGES THAT IT IS USER'S RESPONSIBILITY TO UNDERSTAND ANY LIMITATIONS AND ASSUMPTIONS UNDERLYING THE SOFTWARE AND DOCUMENTATION. WOOLPERT MAKES NO WARRANTIES AND SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE OR DOCUMENTATION. BY USING THE SOFTWARE AND DOCUMENTATION, USER AGREES TO BE RESPONSIBLE FOR THE DETERMINATION OF THE APPROPRIATE USES FOR THE SOFTWARE AND DOCUMENTATION AND ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED FROM THE SOFTWARE AND DOCUMENTATION. USE OF THE SOFTWARE AND DOCUMENTATION WHERE USER BELIEVES OR HAS REASON TO BELIEVE THAT DAMAGE MAY OCCUR SHALL BE A VIOLATION OF THIS AGREEMENT. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INACCURACY, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ALTERATION OF THE SOFTWARE OR DOCUMENTATION, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR (INCLUDING STRICT LIABILITY), NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL WOOLPERT'S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) EXCEED THE AMOUNT OF THE LICENSEE FEE PAID FOR AN INDIVIDUAL SOFTWARE LICENSE. THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY CONTAINED HEREIN DO NOT AFFECT ANY STATUTORY RIGHTS WHICH MAY NOT BE LEGALLY DISCLAIMED. 6. Title and Ownership. WOOLPERT retains all title and interest in and to the SOFTWARE and Documentation, and all copies thereof, including all Intellectual Property rights. Payment for the license does not transfer any right,title, or interest in the SOFTWARE or Documentation or any Intellectual Property rights therein to USER except for the license as provided in this Agreement on the terms contained herein. USER is on notice that the SOFTWARE and Documentation are protected under the copyright laws. Copyright notices and other proprietary rights notices in the Software or Documentation shall not be deleted or modified. COPY I N G OR U S I N G THIS SOFTWARE OR ITS DOCUMENTATION EXCEPT AS PERMITTED BY THIS AGREEMENT IS UNAUTHORIZED AND IS A VIOLATION OF COPYRIGHT INFRINGEMENT LAWS. IF USER COPIES OR USES THE SOFTWARE OR DOCUMENTATION WITHOUT WOOLPERT'S PERMISSION, USER IS IN VIOLATION OF E311TM Software License Agreement 2 of 6 CA THE LAW AND MAY BE SUBJECT TO CRIMINAL PENALTIES AND BE LIABLE TO WOOLPERT FOR DAMAGES. 7. Trademarks and Reservation of Rights. All rights not specifically granted in this Agreement are reserved to WOOLPERT. WOOLPERT and its respective logos, including but not limited to (e311TM, I0-r"", SEDPROTM and IDEALTM) are trademarks of WOOLPERT, INC. 8. Confidentiality and Nondisclosure. USER acknowledges that the SOFTWARE and Documentation have been and will be acquired and/or developed by WOOLPERT by means of substantial expense and effort, that such SOFTWARE and Documentation are valuable proprietary assets of WOOLPERT, and that disclosure of any Confidential Information would cause substantial and irreparable injury to WOOLPERT. Except in accordance herewith or written permission otherwise obtained from WOOLPERT, USER agrees and warrants that USER and USER's employees, representatives and agents will not, either directly or indirectly, use, disclose, copy, modify, or distribute any Confidential Information, either for their own benefit or for the benefit of anyone else. USER shall take all measures necessary or appropriate to protect confidentiality and to prevent disclosure. USER may only use the Confidential Information in connection with USER's internal use of the SOFTWARE. USER shall be liable for any disclosure of Confidential Information in violation of this Agreement. 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. 9. Security Interest: Recovery of Fees. USER grants to WOOLPERT, and WOOLPERT retains a security interest in the SOFTWARE and DOCUMENTATION until the License Fee and other costs have been paid in full. USER shall pay WOOLPERT all expenses incurred by WOOLPERT with respect to the collection of any outstanding undisputed payment amounts including reasonable attorney fees, collection costs, court costs, and similar expenses in any lawsuit or other action WOOLPERT takes to enforce USER'S payment obligations to WOOLPERT. Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70, Fla. Stats., otherwise known as the"Local Government Prompt Payment Act". 10. Termination. If USER defaults in the performance of any of its other obligations under this Agreement, WOOLPERT may give written notice to USER, at USER'S address provided at the time of purchasing the license as identified in Exhibit A, of WOOLPERT'S intention to terminate this Agreement, and this Agreement and the license granted herein will terminate thirty(30)days after giving such notice unless, during the thirty (30) day period, the default has been cured to the reasonable satisfaction of WOOLPERT. If a petition is filed by USER under any provision of any bankruptcy or insolvency law and is not dismissed within sixty (60) days, if the business of USER is placed in the possession of a receiver or any government or government agency, or if USER makes an assignment for the benefit of creditors, WOOLPERT may terminate this Agreement and the license granted herein by giving written notice to USER, effective upon notice. Upon termination of this Agreement, USER will (a) cease using the SOFTWARE and DOCUMENTATION, and any Confidential Information that USER became privy to; (b) return to WOOLPERT at USER's expense, the SOFTWARE and DOCUMENTATION and any Confidential Information that USER became privy to, without making copies thereof and deleting any copies that USER may have been permitted to make under this Agreement; and (c) destroy or purge any electronic copies or media embodying the SOFTWARE and DOCUMENTATION or Confidential Information that USER became privy to. WOOLPERT reserves the right to require USER to show satisfactory proof that the SOFTWARE, DOCUMENTATION, and any Confidential Information that the USER became privy to has been destroyed, purged, or so removed from USER's possession and that no other copies exist. Either party may terminate this Agreement for convenience with a thirty (30) day written notice. In the event that the Agreement is terminated,WOOLPERT's recovery against the USER shall be limited to that portion of the Agreement Amount earned through the date of termination. WOOLPERT shall not be entitled to any other or further recovery against the USER, including, but not limited to, any damages or any anticipated profit on portions of the services not performed or materials not provided. Except as otherwise specifically provided in this Agreement, upon the effective date of termination, all other rights and obligations under this Agreement shall cease except the rights and obligations of either party with respect to any breach of this Agreement, and the rights and obligations under Sections 6,8, 9, 11, 12, 13, 14, 15, 18, 19,20,21, 22, 23, and 24,all of which shall survive termination. 11. Indemnification. Subject to the limitation set forth in Section 768.28, Fla. Stat., USER agrees to defend, indemnify and hold harmless WOOLPERT from and against any and all claims, actions, demands, damages, costs, liabilities, losses and expenses (including reasonable attorneys'fees)arising out of USER'S use of the SOFTWARE. 12. Severability. If any part of this Agreement is found to be unenforceable by a court of competent jurisdiction, such part will be construed by limiting and enforcing it to the maximum extent compatible with the applicable law. 13. Waiver. No delay in enforcement or extension of time or failure by WOOLPERT to exercise any right hereunder will be deemed to be a waiver of any right by WOOLPERT nor shall any waiver of any earlier breach of this Agreement be construed as a waiver of a later breach by WOOLPERT. 14. Headings.The section headings used herein are for convenience only and shall not be given any legal import. 15. Notices. Notices to USER shall be as provided herein. Notices to WOOLPERT required or permitted under this Agreement shall be in writing and sufficient if sent by any method of delivery showing written receipt of delivery by WOOLPERT and shall be effective upon delivery. Notices shall be given as follows: E311 TM Software License Agreement 3 of 6 CP WOOLPERT, INC. Attention: e311 4454 Idea Center Blvd. Dayton, Ohio 45430 16. Website Access. The SOFTWARE may rely upon or facilitate USER'S access to websites or online services maintained by or provided through WOOLPERT or its affiliates or third parties. USER'S access to and use of any website or online services is governed by the terms, conditions, disclaimers and notices found on such site or otherwise associated with such services. WOOLPERT may at any time,for any reason, modify or discontinue the availability of any website or online service. 17. Update Manager. Section intentionally deleted. 18. Changed Terms. With the written permission of the USER, WOOLPERT may change or modify the terms and conditions to use of the SOFTWARE, or any part thereof, or to impose new conditions. Such changes, modifications, additions or deletions shall be effective immediately upon USER acceptance thereof, which may be given by means including electronic or conventional mail, or by facsimile. Any use of the SOFTWARE by USER after such written acceptance shall be deemed to constitute acceptance of such changes, modifications, additions or deletions. 19. Entirety of Agreement. This Agreement contains the entire understanding between the parties regarding the subject matter hereof and supersedes any prior advertising, discussions, or agreements concerning such subject matter. Except as provided herein, this Agreement may be amended by USER only by a writing signed by both parties specifically detailing the amendment and noting conflicts or contradictions to this Agreement. In the event of a conflict between the provisions of a signed amendment which are not specifically noted as a conflict or contradiction and the provisions set forth in this Agreement,the provisions of this Agreement shall prevail. 20. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, U.S.A., including, but without limitation, provisions of the Uniform Commercial Code, but excluding conflicts of law provisions, and without regard to the United Nations Convention on the International Sale of Goods. USER hereby consents to the personal jurisdiction of the State of Florida, acknowledges that venue is proper in the applicable State or Federal court in Collier County, Florida and agrees that any action related to these terms of use must be brought in the applicable State or Federal court in Collier County, Florida. USER hereby waives any objection or challenges that may exist, now or in the future,with respect to any of the foregoing. 21. Restricted Rights for U.S. Government Customers. The Software and Documentation is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government or any agency, department, or instrumentality thereof is subject to the provisions set forth in the Commercial Computer Software-- Restricted Rights clause at FAR 52.227-19 or the Commercial Computer Software-- Licensing clause at NASA FAR Supplement 1852.227-86. The Software and Documentation are "Commercial Item(s)," as that term is defined at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation,"as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users(a)only as Commercial Items and (b)with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. 22. Assignment/Third Parties. USER is not permitted to assign or transfer its interest in this Agreement without the written consent of Woolpert. Nothing in this Agreement shall be construed as creating any rights, benefits, or causes of actions for any third party against Woolpert.Woolpert, however, does reserve the right to assign this Agreement in whole or in part and this Agreement shall inure to the benefit of any assign or successor in interest of WOOLPERT, upon written consent of USER. 23. Force Maieure. WOOLPERT shall not be liable for any breach of this Agreement resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees) insurrection or riots, wrecks or delays in transportation, inability to obtain supplies and raw materials requirements or regulations of any civil or military authority. 24. Payment. Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". The license fees are exclusive of applicable taxes and USER shall be responsible for payment of all such applicable taxes. 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. 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. 25.Term. The term of the license for the SOFTWARE agreement is in perpetuity unless otherwise terminated as provided herein. Upon termination of the license or this Agreement, the USER shall cease all use of the SOFTWARE and remove the SOFTWARE from its network or operating systems. In the event that Woolpert no longer commercially supports the SOFTWARE,the USER may continue to use the SOFTWARE in perpetuity subject to use of the SOFTWARE in the same manner permitted under this Agreement. In no event shall the USER use or modify the SOFTWARE to compete with any software available from WOOLPERT. 26. Incorporation by Reference.This Agreement includes this document and, by this reference, incorporates Exhibit A: License Details, as if fully set forth herein. E311 TM Software License Agreement 4 of 6 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;;: ;,;:`; ,hA COLLIE') OUN if, FLORIDA D igh� .Brock, C1ecro>:Courts I By: ►� s.= : • OAL 411 Dated UO* ' � Tom Henning, Chairman Attest as.to.chatrnl s signature-only.' WOOLPERT, Inc. PBx�cQ By: Fir` Signature n TType/print witness name ) o' 1 J (Ct S t/I tType/print signature and titleT Se o es; j COVA- TType/pri- witness name • ..roved as to Form and Lega• assistant CA" ty Atto' ey F-4111, Ve4.7t Print Name E311TM Software License Agreement 5 of 6 EXHIBIT A: LICENSE DETAILS USER Name: Collier County, Florida USER Address (primary): Street Address: 3339 East Tamiami Trail, Suite 303 City, State Zip: Naples, Florida 34112 USA Customer Contact Information: Primary Contact Representative: Aaron Cromer Telephone (primary): 239.252.5338 Telephone (secondary): Fax Number: Email: AaronCromer( Colliergov.net Number of e311 licenses purchased: 1 Cost per license: $25,000.00 (not including applicable taxes) Total amount due: $10,000.00 (not including applicable taxes) Note: Woolpert is providing Collier County one (1) licensed copy of e311 at a 60-percent discount off of the current list cost of$25,000.00. Therefore, the total amount due, per this License Agreement is$10,000.00. E311 TM Software License Agreement 6 of 6