Backup Documents 05/12/2015 Item #16D5 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SL P
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT Ztp,
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SI
COUNTY ATTORNEY PINK ROUTING SLIP
Routed by Procurement Services to the Office Initials Date
Following Addressee(s) (In routing order)
1. Risk Management Risk 613/IS
2. County Attorney Office County Attorney Office G 3
3. BCC Office Board of County --r�
Commissioners D { (�1-(15
4. Minutes and Records Clerk of Court's Office
---PC0c\ 6106 A5 3= per
5. Return to Procurement Services Procurement Services
Division Contact: Diana De Leon
PRIMARY CONTACT INFORMATION
Name of Primary Diana De Leon for Sandra Herrera Phone Number 252-8375
Procurement Staff June 2,2015
Contact and Date
Agenda Date Item was May 12,2015 Agenda Item Number 16.D.5
Approved by the BCC
Type of Document Contract Number of Original 2 ,/
Attached Documents Attached
PO number or account N/A Solicitation/Contract 14-6274 Active
number if document is Number/Company Network
to be recorded Name
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. 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 C
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 madeDD
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, and the document is ready for th
Chairman's signature.
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MEMORANDUM
Date: June 8, 2015
To: Diana De Leon, Contracts Technician
Administrative Services Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #14-6274 Parks and Rec Department
Activity Management Software
Contractor: Active Network, LLC
Attached please find an original copy of the contract referenced above, (Item #16D5)
approved by the Board of County Commissioners on Tuesday, May 12, 2015.
The second original contract has been held by the Minutes and Records Department
as part of the Board's Official Record.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
16Db
AGREEMENT 14-6274
for
Parks & Recreation Activity Management Software Solution (AMSS)
THIS AGREEMENT, made and entered into on this Ian day of ftA cc 2015, by
and between Active Network, LLC, authorized to do business in the Statd of Florida, whose
business address is 717 N. Harwood St., Suite 2500, Dallas, TX 75201, (the "Consultant") and
Collier County, a political subdivision of the State of Florida, (the "County"):
WITNESSETH:
1. COMMENCEMENT. The Consultant shall commence the Work after issuance of a
Purchase Order.
2. CONTRACT TERM. The contract shall be for a five (5) year period, commencing on
Date of Board award and terminating five (5) years from that date. 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 and Exhibits for one (1) additional one
(1) year period. The County reserves the right to renegotiate the rates at the renewal
period. The County shall give the Contractor written notice of the County's intention to
renew the Agreement term not less than thirty (30) days prior to the end of the
Agreement.
The first year of warranty will commence on the Go-Live Date. Go-Live Date means, the
date on which the software is available for operational use for normal daily business,
including performing core functions for which it was intended.
The County Manager, or his designee, may, at his discretion, extend the Agreement
under all of the terms and conditions contained in this Agreement for up to one hundred
and eighty (180) days. The County Manager, or his designee, shall give the Consultant
written notice of the County's intention to extend the Agreement term not less than thirty
(30) days prior to the end of the Agreement term then in effect.
3. STATEMENT OF WORK. The Consultant shall provide services for the implementation
of an Activity Management Software Solution ("AMSS") for the Collier County Parks and
Recreation in accordance with Exhibit "A"- Scope of Work, Exhibit "C" - Statement of
Work, attached herein and incorporated by reference, the terms and conditions of RFP #
14-6274 and the Consultant's proposal referred to herein and made an integral part of this
agreement attached herein and incorporated by reference. This Agreement (also called
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"Master Contract") and the Product and Services Agreement attached as Exhibit "D"
contain the entire understanding between the parties and any modifications to this
Agreement shall be mutually agreed upon in writing by the Parties, in compliance with
the County Purchasing Ordinance and Purchasing Procedures in effect at the time such
services are authorized.
4. THE CONTRACT SUM. The County shall pay the Consultant for the performance of this
Agreement pursuant to the fees as set forth in Exhibit "B " - Price Schedule and Exhibit
"D" -Product and Services Agreement.
The Consultant shall be responsible for collecting all payments processed through the
Online Services and all Transactional Fees assessed by the Consultant, pursuant to Exhibit
"B"- Price Schedule. The Consultant shall remit to the County on a daily basis, the sums
due to the County based on the total fees collected. The payments processed are the
County's exclusive property and will be remitted to the County while the Transactions
Fees are retained by the Consultant.
Payments will be made upon receipt of a proper invoice and upon approval by the
Director of the Parks and Recreation Department or his designee, and in compliance with
Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment
Act".
4.1 Payments will be made for services furnished, delivered, and accepted, upon
receipt and approval of invoices submitted on the date of services or within six (6) months
after completion of 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.
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. Collier County, Florida as a political subdivision of the State of
Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212,
Florida Statutes, Certificate of Exemption # 85-8015966531C-2.
6. NOTICES. All notices from the County to the Consultant shall be deemed duly served if
mailed or faxed to the Consultant at the following Address:
Active Network, LLC
717 N. Harwood St., Suite 2500, Dallas, TX 75201
Attention: Legal Department
Telephone: 800-661-1196 x 6348
Email: legal.notice @activenetwork.com
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All Notices from the Consultant to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Procurement Services Division
3327 Tamiami Trail, East
Naples, Florida 34112
Attention: Joanne Markiewicz, Director, Procurement Services Division
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 permits
disclosed in the RFP necessary for the prosecution of the Work shall be obtained by the
Consultant.
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.
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 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.
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10. TERMINATION. Should the Consultant be found to have failed to perforrl,tl6sDi5s in
a manner satisfactory to the County as per this Agreement, the County may terminate said
agreement for cause at any time; further the County may terminate this Agreement for
convenience with a thirty (30) day written notice.
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 for early termination of the Agreement, 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 under this
insurance. Such insurance shall have limits of not less than $1,000,000 each claim and in the
aggregate.
E. Cyber Liability: Coverage shall have minimum limits of $1,000,000 per 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.
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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 twenty-four (24) hours 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 The duty to defend under this Article 13 is independent and separate from the duty to
indemnify, and the duty to defend exists regardless of any ultimate liability of the
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 and finally barred by the applicable statute of limitations.
14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the
County by the Parks & Recreation Department.
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 Agreement consists of the following
component parts, all of which are as fully a part of the Agreement as if herein set out
verbatim: Consultant's Proposal, Insurance Certificate, RFP # 14-6274, Exhibit "A" - Scope of
Work, Exhibit "B" - Price Schedule, Exhibit "C" - Statement of Work, Exhibit "D" - Products
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and Service Agreement, Attachment 1 "Support and Maintenance Handboo ," and Exhibit
"E" IT Documents. 6 IJ 5
17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the
parties herein that this agreement is subject to appropriation by the Board of County
Commissioners.
18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual
shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item
of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes,
Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative
Procedure 5311. Violation of this provision may result in one or more of the following
consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from
contact with County staff for a specified period of time; b. Prohibition by the individual
and/or firm from doing business with the County for a specified period of time, including
but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of
any contract held by the individual and/or firm for cause.
19. COMPLIANCE WITH LAWS. By executing and entering into this agreement, the
Consultant is formally acknowledging without exception or stipulation that it agrees to
comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances,
rules, regulations and requirements applicable to this Agreement, including but not limited
to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C.
1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers'
compensation, equal employment and safety (including, but not limited to, the Trench
Safety Act, Chapter 553, Florida Statutes), and the Florida Public Records Law Chapter 119
(including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3)))
stated as follows:
(2) In addition to other contract requirements provided by law, each public agency
contract for services must include a provision that requires the contractor to comply with
public records laws, specifically to:
(a) Keep and maintain public records that ordinarily and necessarily would be required by
the public agency in order to perform the service.
(b) Provide the public with access to public records on the same terms and conditions that
the public agency would provide the records and at a cost that does not exceed the cost
provided in this chapter or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the public
agency all public records in possession of the contractor upon termination of the contract
and destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. All records stored electronically must be provided
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to the public agency in a format that is compatible with the information t h lc}�y stems
of the public agency. U
(3) If a contractor does not comply with a public records request, the public agency shall
enforce the contract provisions in accordance with the contract.
If Consultant observes that this Agreement is at variance therewith, it shall promptly notify
the County in writing. Failure by the Consultant to materially comply with the applicable
laws referenced herein shall constitute a breach of this agreement and the County shall have
the discretion to unilaterally terminate this agreement immediately.
20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant 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.
22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this
contract in compliance with the Purchasing Ordinance and Purchasing Procedures.
23. DISPUTE RESOLUTION. To the extent necessary to protect a party's interest hereunder,
each party agrees that 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.
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. CONTRACT STAFFING. The Consultant's personnel and management to be utilized for
this contract shall be knowledgeable in their areas of expertise. The Consultant shall assign
as many people as necessary to complete the services on a timely basis, and each person
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assigned shall be available for an amount of time adequate to meet the require service
delivery dates.
26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any
of the terms of the RFP, this Agreement (including Exhibit "D" the Product and Services
Agreement), Exhibit "A" - Scope of Work, Exhibit "B" - Price Schedule, Attachment 1
"Support and Maintenance Handbook" the Consultant's Proposal, and/or the County's
Board approved Executive Summary, the terms of this Agreement (including Exhibit "D"
the "Product and Services Agreement") 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.
28. FINANCIAL REVIEW, RECORDS, AUDIT. The Consultant shall provide, at its expense,
an annual independent review of the Consultant's financial records. The purpose of this
review is to substantiate that the County has been compensated in accordance with this
Agreement.
The Consultant shall establish and maintain such records as now exist and may hereafter be
prescribed by the County in the future to provide evidence that all terms of this Agreement
have been and are being observed. The Consultant grants to the County the right and
authority to audit all records, documents, and books pertaining to this Agreement. Such
audit will be conducted upon reasonable prior written notice to Consultant, during
Consultant's normal business hours, and not more than once per calendar year unless
required by law or to resolve and oversee the resolution of issues arising under this
Agreement. Consultant shall review the results of the audit, and any information that will
disclose the confidential information of Consultant or of Consultant's other clients or risk
exposure of their data will be altered or removed from the audit report. The Consultant
agrees to provide materials for the audit at the place designated by the County at no cost to
the County.
All financial records are to be maintained during the entire term of this Agreement and for a
period of five (5) years following the termination of this Agreement. The receipt/revenue
records consist of records documenting specific receipts/revenues collected by an agency
through checks, electronic fund transfers (EFT), credit and debit cards, or other methods.
This may include, but is not limited to, records such as records and reports, receipt books,
deposit/transfer slips, EFT notices, credit and debit card records, receipt ledgers, receipt
journal transactions and vouchers, refund records, bad check records, and other accounts
receivable and related documentation.
* * * * *
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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: ......, o c COLLIER COUNTY, FLORIDA
Dwight,E:'Br4Dck,,Cjerk:of Courts
C . By ef,asece...
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Tim Nance, Chairman
Dated: `4offLe 1' e
(SEAL)
Attest as to Chairman's
signature only.
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Approved as to Form and Legality:
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Parks & Recreation Activity Management Software Solution (AMSI 6 0 5
Agreement#14-6274
Exhibit A - Scope of Work
Brief Description
The Consultant shall implement Activity Management Software Solution (AMSS) with real-time
customer Internet registration, to support the processes managed by the Collier County Parks
and Recreation Department (the Department), including, but not limited to the daily
management of the following tasks:
1. Program registrations,
2. Facility reservations,
3. Memberships,
4. League scheduling,
5. Point of sale,
6. Admissions,
7. Payment processing, and
8. Customized reporting.
Background
The Consultant shall implement an Activity Management Software Solution (AMSS) that will
enable the Department's staff to serve its customers with greater efficiency and to enhance
internal operations. The solution shall provide for easy management, allow for future growth,
and deploy easily to functional areas of Parks & Recreation. The Department is committed to
taking significant steps to automate as many processes as possible and is interested in
functionality that will automate basic, common required services, including:
• Online Activity Registration (Required) - A hosted or hybrid-hosted registration program and
payment solution is desirable to initiate automation and to increase customer service by
allowing users to access and pay for recreation services and programs from their home
computers. Ease of use is imperative. A hosted or hybrid-hosted web application shall offer the
flexibility to synchronize online registration and payment activity to the on-premises database
servers through a secure interface while maintaining PCI DSS compliance.
• Onsite Activity Registrations (Required) - with possible kiosk / remote hook-ups.
• Facility Reservations (Required)
• Membership (Required)
• Point of Sale (Required)
• Hosted Payment Processing (Required)
• PCI Compliance (Required)
• Standard Reports in different formats (Required)
• SAP Interface (Required)
• E-mail Capabilities (Required)
• League Scheduling (Optional)
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• Dashboard (Optional) 1 6 IJ 5
• Subsidiary Modified Accrual Accounting System for scholarships, etc. (Optional)
• Child Care Management (Optional)
Detailed Scope of Work
The Department requires software and implementation services, to deploy software, which
manages the day-to-day program registrations, facility reservations, memberships, league
scheduling, point of sale, admissions, payment and accounting processing, and customized
reporting which is totally integrated and reportable.
Implementation Services and Software
The Consultant shall provide the following:
1. Implementation services and all related software to install the Activity Management Software
Solution (AMSS).
2. Project management services: The Department requires that the Consultant take responsibility
for providing extensive project management and project team for the implementation of the
Activity Management Software Solution (AMSS). The Consultant is expected to guarantee the
successful, timely completion of those aspects of the project over which it has control. The
County intends to take responsibility for meeting its obligations as defined in an agreed upon
Statement of Work (SOW) which is attached hereto as Exhibit"D".
The Consultant shall implement services and any software applications that the Consultant
determines are necessary to implement the functionality required herein. The Consultant will
have overall responsibility for the delivery of the project; the County reserves the right to make
the final approval on the timeline and sequencing of work.
• The Consultant may at its discretion, have subcontracts; the County reserves the right to
make the final determination on all subcontractors on their acceptability of all proposed
subcontractors, or replacement subcontractors.
• The Consultant shall have the right to request that a project team member be re-appointed
to the team at its discretion for reasons including but not limited to their qualifications,
experience, and their ability to interact effectively with County staff, their perceived
productivity,their ability to transfer knowledge to County staff.
• The County will provide the Consultant work space and local telephone service.
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. The
Consultant must provide all technical procedures including installations and maintenance
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The Consultant shall provide a project plan and a master project schedule wil 6nOi5milest nes
for achieving the objectives of the project within thirty (30) days day after award of the contract or
upon written approval of the County's Project Manager. Key components to include in the project
plan shall include estimated timeframe, overview of deliverables, assumptions, and assumed
Consultant and County responsibilities. The County will assign one (1) functional and one (1)
technical project managers to assist with the implementation of this project.
The Consultant shall provide a qualified Project Manager who will be responsible for overseeing
all aspects of the services to be provided to implement the Activity Management Software
Solution (AMSS), and who serves as the Consultant's primary contact for management and
administration of the project. The Project Manager shall not be replaced by the Consultant
without prior written approval by the County and it may request the designation of other
required staff by the Consultant. The primary duties of the Consultant's Project Manager shall
include, but are not limited to:
a) Create and provide a project plan and a master project schedule with identified
milestones. Key components include:
o Hardware and software installation
o Process and workflow analysis
o System design and configuration
o Required modifications and customizations
o Required system integrations
• Tasks
• Roles and Responsibilities
• Data Formats
• Descriptions of Interfaces
• Testing planning and execution
• Training development and delivery
• System acceptance
b) Facilitate communication among project team members
c) Make commitments and decisions on behalf of the Consultant's team
d) Implement changes to the project plan
e) Manage project progress, including issues and potential schedule changes
f) Attend, participate and track progress review meetings (including taking minutes)
g) Provide bi-weekly status reports
3. Provide software/ system documentation: The Consultant shall provide detailed system and
user documentation to County staff responsible for the operation and support of the system. The
Consultant shall provide two (2) complete sets of technical manuals and user manuals to Collier
County for administrator and end-user training. Additionally, the Consultant shall provide one
(1) electronic copy (Microsoft Word or PDF format) of the technical and user manual to Collier
County. The County at their expense will have the right to make additional copies of the
documents as needed. The Consultant will also provide the County with complete system
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implementation documentation concerning implementation, configuration, test testlibigies,
data conversion, and integration of the system.
The Consultant shall provide, immediately following system acceptance, system documents that
describe all software in sufficient technical and functional detail, so that this information can be
used by the County to maintain the system and solve identified problems. Any revisions to the
system document must be appropriately notated and jointly approved by the County and the
Consultant's Project Manager.
4. Provide data conversion, system integration, and interface(s) (into SAP, the County's
financial system of record): The Consultant shall identifying, designing, coding, and
implementing all system interface, data conversion, and integration solutions necessary for a
successful project implementation. The Consultant shall provide at least twenty-four (24)
business hours with the County's SAP consultants to address integration and interfaces with
SAP.
5. Provide develop, test and production environments: The Consultant shall provide and
maintain a "step-up" development, test and production system during the life of the contract.
The components of these systems are:
a. Test Environment - All functional, technical, and performance requirements must be
demonstrated in a test environment with a complete database. This environment will consist of
implementing the entire system and data elements for the County.
b. Development Environment - All functional, technical, and performance requirements
must be demonstrated in a development environment with a complete database. This
environment will consist of implementing the entire system and data elements for the County.
c. Production Environment - This environment will repeat the successful demonstration of
all functional, technical, and performance requirements, with a complete mirrored database. This
environment will consist of implementing the entire system and data elements for the County.
6. Provide training and change management services: The Consultant shall provide the County
with a comprehensive training program to assist with the facilitation and development of end-
user training for the implementation of their proposed Activity Management Software Solution
(AMSS).
Collier County is very interested in the delivery of training services that are an efficient use of
employee time, but effective in the transfer of practical knowledge about the use of the new
Activity Management Software Solution (AMSS), including but not limited to "train the trainers,"
online videos and DVD media instructions. Key factors in an effective training program are
expected to include: The principal classroom instructors provided by the successful supplier have
had previous formal classroom instructor training and relevant experience with the software and
hardware. Collier County has the right to video record for its own internal use only all training
sessions.
13
0
These materials are valuable in refresher training and follow up training.l aids,;
materials, and recordings prepared to accomplish this service become the property of Collier
County.
Power User training will cover the entire system with in-depth sessions for each functional area.
Training will be provided for a System Administrator and back up who will be responsible for all
system functions.
Including providing instructors demonstrate a thorough knowledge of County's current system,
knowledge of the material covered in the courses and familiarity with the training manuals,
system documentation tools, and training aids used in the courses.
7. System acceptance: There will be a full system acceptance test after the complete project
implementation. These tests will confirm system operations and ensure that the system meets all
of the functional requirements as outlined in the Request for Proposal and herein. The test,
depending on the type of functionality being tested, will run for up to ninety (90) days after the
Consultant has determined that the system is operational. A second thirty (30) day period is
reserved for fixing discrepancies.
System performance shall be at an acceptable speed as dictated by industry standards and state
of the art technologies.
Discrepancies that are fixed will be retested. The acceptance test must be completed within sixty
(60) days from the start of the test. If the testing, fixing and retesting is not completed and
accepted within sixty (60) days, unless otherwise agreed to in writing by the parties, the system
may be deemed unacceptable and the County may terminate the contract. Any use of the system,
other than for testing purposes, shall constitute County's acceptance of the system.
In the event the Consultant fails to perform any required service within the time schedule under
the contract, the County reserves the right to assess liquidated damages and/or obtain substitute
performance. Further, the County reserves the right to deduct the cost of such substitute
performance from the Consultant's payments. The Consultant may be exempt from this
provision if such exemption is granted by the Project Manager or his designee, in writing, prior to
any delays or as a result of an Act of Nature. The Consultant will not be held responsible for
delay caused by the County. In either case, such delay must be documented and agreed to by
both parties.
The following process will be utilized to govern the acceptance of deliverables:
• Deliverables are defined herein, the Exhibit "C" -Statement of Work, and the Project Plan.
• All deliverables shall be subject to County's review and approval prior to acceptance and
payment.
• The County is responsible for reviewing and approving each deliverable with an agreed upon
turnaround time as included in the project plan. If the County requires revisions, the
Consultant will receive written notification of the changes and have five (5) business days to
implement the changes.
14
CAO
• Consultant shall not change a deliverable that has been accepted by the 1oyUi5out I
written approval of the County.
• Each deliverable should conform to the Agreement with Exhibits, RFP, the Consultant's
proposal, and/or any subsequent agreements.
• A process for identifying and correcting errors shall be included in the response.
• No payments will be made for deliverables not fully accepted by the County.
8. Warranty: The Consultant shall provide a warranty for all labor, materials and software for
entire testing, installation and integration into production for a period of one (1) year after
acceptance by Collier County, the Go-Live Date.
9. Maintenance and software support: The Consultant shall provide an annual technical and
maintenance support with the following components:
a. Solution must provide a 99.9% uptime solution.
b. Security breach policy if date is compromised.
c. Hosted software installations must have a backup recover and disaster recovery
process and procedure in place with a return to service within twenty-four (24) hours.
The maintenance will not commence until the application has been placed in production and
accepted by the County in writing. The maintenance must provide ongoing system support and
maintenance, including upgrades, bug fixes and patches, and other technical support necessary for
County staff to operate the solution.
10. Adherence to County IT Standards: The Consultant shall adhere to the County's technology
standards and data security breech standards as set forth in the RFP #14-6274 and in Exhibit"E" -
IT Documents, including Collier County Information Technology Requirements 2012 and Collier
County Technical Architectural, Compatibility and Supportability Requirements Document
(TACS) applicable to the services provided by Consultant.
15
Cq
1605
Parks & Recreation Activity Management Software Solution (AMSS)
Agreement #14-6274
Exhibit B -Price Schedule
TRANSCATIONAL FEES EFFECTIVE ON GO-LIVE DATE:
Product Product Description Quantity Sales Fee
Type ss Price Per
Transaction
ACTIVE Net- SaaS Migration Loyalty Rates 1 0 1.50%
Offline (Staff) Based on$1,500,000 to
Interface - $8,000,000 in annual
Technology revenue transactions
Fee -this fee processed through
applies to all ACTIVE Net.
transactions
ACTIVE Net- SaaS Migration Loyalty Rates 1 0 2.75%
Offline (Staff) Based on$1,500,000 to
Interface- $8,000,000 in annual
Payment revenue transactions
Processing Fee processed through
For Credit ACTIVE Net.
Card Transactions
ACTIVE Net- SaaS Migration Loyalty Rates 1 0 4.25%
Online (Public) for first term of contract
Interface - Online for U.S.
Transaction Fee- organizations between
Includes $1,500,000 to $8,000,000
Technology Fee in annual
revenue through ACTIVE
Net.
ACTIVE Net- SaaS 1 0.50%
Offline (Staff)
Interface- ECP
Transaction -
Fee
ACTIVE Net- SaaS 1 0 0
Online (Public)
Interface- ($1.00
Service
Charge Minimum)
ACTIVE Net- SaaS 1 0.10 0
Credit
Card Refunds -
flat fee)
16
ACTIVE Net- SaaS 1 0
605 1
Public
Interface Set-Up
Fee
ACTIVE Net- SaaS 1 0 0
Magazine
Offer- opt out
ACTIVE Net- SaaS 1 0 0
ACTIVE
Advantage -
opt out
PROFESSIONAL SERVICES FOR IMPLEMENTATION OF PROTECT:
Product Product Description Quantity Total Price
Type
ACTIVE Net- SaaS 1 0
Functionality:
Facility
Reservation
ACTIVE Net- SaaS 1 0
Functionality:
Activity
Registration
ACTIVE Net- SaaS 1 0
Functionality:
Daycare
ACTIVE Net- SaaS 1 0
Functionality:
Memberships
ACTIVE Net- SaaS 1 0
Functionality: POS
ACTIVE Net- Service The Scope of Services is $23,200.00
Service contained to the 6
Package C6- functionalities listed
Functionality: Below:
League ACTIVE Net Service
Scheduling Package C6 consists of
the following
Services:
• remote business
process review
• remote functionality
review & data collection
preparation
• remote data collection
review
• remote data entry
(system inventory and
17
policy controls) 16 D5 @
• remote user testing
• remote train the
trainer training
• remote Go Live
Preparation
ACTIVE Net- Service ACTIVE Net Technical 1 $1,400.00
Technical Services: Membership
Services: Entry Points
Membership consists of the following
Entry Points Services:
• remote configuration,
testing& training
ACTIVE Net- Service ACTIVE Net Technical 1 $1,400.00
Technical Services: Financial
Services: Financial Export consists of the
Export following Services:
• remote configuration,
testing& training
ACTIVE Net- Service ACTIVE Net Technical 1 $5,600.00
Technical Services: CLASS Data.
Services: CLASS Conversion-
Data Customers consists of
Conversion- the following Services:
Customers • remote configuration,
testing & training
ACTIVE Net- Service ACTIVE Net Technical 2 $11,200.00
Technical Services: CLASS Data
Services: CLASS Conversion-
Data Memberships consists of
Conversion- the following Services:
Memberships • remote configuration,
testing & training
ACTIVE Net- Service ACTIVE Net Technical 1 $0.00
Technical Services: ACH
Services: ACH Remittance consists of
Remittance the
following Services:
• remote configuration,
testing & training
ACTIVE Net- Service Discount Provided to the 1 -$30,000.00
Professional County
Services
Conversion to
ActiveNet
Total Lum Sum $12,800.00
Price for
Implementation:
18
1605
SUMMARY OF PROTECT COSTS AND FEES
IMPLEMENTATION
Total Software Cost $0
Total Annual Support and Maintenance Cost $0
Total 3rd Party Hardware Cost $0
Total Implementation Cost $12,800.00
TRANSACTIONAL FEES EFFECTIVE UPON GO-LIVE DATE
Description Technology Fee Per Processing Fee Additional Fee
Transaction Per Transaction
Offline - Cash/Check 1.5% 0%
Offline -Electronic Funds 1.5% .5%
Transfer (ECP)
Offline - Credit Card 1.5% 2.75%
Online - Credit Card/ECP 1.5% 2.75%
Credit $0.10
Card Refunds -flat fee) $0.10
This list is not intended to be all inclusive. Fees for other services and categories, including
equipment and materials, shall be mutually negotiated by the County and the Consultant as needed
for the Work and the terms and conditions in this Agreement shall be applicable.
19
Parks & Recreation Activity Management Software Solution (AMSSI 6 D 5
Agreement#14-6274
EXHIBIT "C" - STATEMENT OF WORK
(FOLLOWING THIS PAGE)
20
_ _ 1605
ACTIVE
network,,,
ACTIVE Net Statement of Work
Collier County, FL
Document Version: 1 .0
Publication Date: 21 October 2014
16 0 5
1cTIfE ACTIVE Net Statement of Work
network,,
SCOPE
Project Overview
This section outlines the overall approach of an ACTIVE Net project. The project is broken into phases. The following is a
brief description of each stage of the Active Network methodology.
• Project Planning-plan the implementation, analyze business needs, and define configuration requirements.
• Implementation-configure ACTIVE Net and train the project team on system operations.
• Deployment-ensure workstations and staff are able to the use of ACTIVE Net
• Conversion-populate ACTIVE Net with ongoing transactional data from the legacy system
• Go Live-conduct day-to-day operations using ACTIVE Net
I i
Planning Implementation * Ont Cover -`=--1 Go-Uve
.... , 3. „._.1_,_ q l.-
BOseiniasittin
Business Li Data Data I Data User PrimWeiReview i ICotlestion Review 4 t Entry Testing TrsinVrtq '
integration -
Needs Matyaia— Configuration user Testing — proT®mtest Tann
ing
Each phase is broken into stages. Each phase includes and overview, objectives, tasks and deliverables. The phase are
organized into their appropriate stage and listed below
• Project Planning • Deployment
o Project Launch o Workstation Readiness
o Business Process Review o Training (End Users)
• Implementation • Conversion
o Data Collection o Planning
o Data Review o Data Entry
o Data Entry • Go Live
o User Testing o Go Live Prep
o Trainnig (Train the Trainer) o Go Live
1.800.661.1196 I ACTIVENetConsulting@ACTIVENetwork.com I www.ACTIVENetwork.com 1/8
WHitrs yrur24Uf?
w 6D5
cT'v� ACTIVE Net Statement of Work
network,.
Project Planning
Project Launch
Objectives
Objectives for the Project Planning stage are:
• Provide an understanding of required project roles
• Provide an understanding of the project life cycle
• Establish a project schedule with Go Live date
• Prepare for the Busines Process Review
Tasks
Taks for the Project Planning stage are:
• Review ACTIVE project roles and responsibilities
• Review your organizations required project roles and responsbilities
• Review ACTIVE Net's project Iifecyle
• Review project schedule options
• Distribute to Data Assessment Sheet
Deliverables
• Project schedule ACTIVE
• Project team assignements ACTIVE
• Data Assessment Sheet(blank) ACTIVE
Business Process Review
Objectives
Objectives for the Business Process Review are:
• Understand your project goals
• Understand your business policies and procedures
• Understand your product and service offerings and establish a data collection strategy
• Understand your IT infrastructure
• Identify project risks
Tasks
Tasks for the Business Process Review are:
• Review project goals
• Review the Data Assessment Sheet
• Review Data Collection Sheets
• Review technical system requirements
• Maintain a Project Risk Log
Deliverables
• Project Goal Log ACTIVE
• Data Assessment Sheet(populated) Your Organization
1.800.661.1196 I ACTIVENetConsulting @ACTIVENetwork.com I www.ACTIVENetwork.com 2/8
I
1605
. CTI VE ACTIVE Net Statement of Work
networK„
• Data Collection Sheets (blank) ACTIVE
• Project Risk Log ACTIVE
Implementation
Data Collection
Objectives
Objectives for the Data Collection stage are:
• Capture your organizations inventory of all procduct and services in a format for use during data entry.
Tasks
Tasks for the Data Collection stage are:
• Populate the Data Assessment Sheets with inventory of all procduct and services.
Deliverables
• Data Collection Sheets (Populated) Your Organization
Data Review
Objectives
Objectives for the Data Review stage are:
• Ensure the Data Collection Sheets are complete and accurate
Tasks
Tasks for the Data Review stage are:
• Review the Data Collection Sheets for completeness
• Peform validation checks on data collection sheets
Deliverables
• Data Collection Sheets (Populated) Your Organization
Data Entry
Objectives
Objectives for the Data Entry stage are:
• Configure and populate ACTIVE Net in accordance to your business needs
Tasks
Tasks for the Data Entry stage are:
• Configure ACTIVE Net in conjunction with the Data Assessment Sheet
• Populate ACTIVE Net with product and services from the Data Collection Sheets
• Audit ACTIVE Net to ensure alignment with Data Collection Sheets
1.800.661.1196 I ACTIVENetConsulting @ACTIVENetwork.com I www.ACTIVENetwork.com 3/8
AcTivE 16 0 5
ACTIVE Net Statement of Work
networkn.,
Deliverables
• ACTIVE Net (Configured and populated) ACTIVE
User Testing
Objectives
Objectives for the User Testing stage are:
• Test the functional integrity of the system configuration against business cases
Tasks
Tasks for the User Testing stage are:
• Review front-desk transactions for each functional area in ACTIVE Net
• Review online transactions for each functional area in ACTIVE Net
• Review reports for each functional area in ACTIVE Net
• Review communication tools for each functional area in ACTIVE Net
• Determine mitigation strategies for each functional gap
Deliverables
• ACTIVE Net (tested)
User Training
Objectives
Objectives for the User Training stage are:
• Train the project team on software operations
• Empower the project team to understand best practices for conducting end-user training
• Empower the project team with a strategy and tools to conduct end-user training.
Tasks
Tasks for the User Training stage are:
• Review front-desk transactions for each functional area in ACTIVE Net
• Review online transactions for each functional area in ACTIVE Net
• Review reports for each functional area in ACTIVE Net
• Review communication tools for each functional area in ACTIVE Net
• Reivew administration tasks for each functional area in ACTIVE Net
• Modify training manual in accordance with system usage
• Develop training plan for delivering staff training
Deliverables
• Training Manual ACTIVE
• Training Plan Your Organization
1.800.661.1196 I ACTIVENetConsulting @ACTIVENetwork.com I www.ACTIVENetwork.com 4/8
ACTIVE ACTIVE Net Statem16D ent of 5.ork 4
networK,,
Deployment
Workstation Readiness
Objectives
Objectives for the Work Stations Rediness stage are:
• Ensure all workstations designated to operate ACTIVE Net are configured with the appropriate 3rd party software
• Ensure all workstations designated to operate ACTIVE Net are configured with the appropriate hardware
Tasks
Tasks for the Work Stations Rediness stage are:
• Install, configure and test third party software required by ACTIVE Net
• Install, configure and test hardware required by ACTIVE Net
Deliverables
• Configure and test single workstation ACTIVE
• Configure and test remaining workstation Your Organization
End User Training
Objectives
Objectives for the End User Training stage are:
• Train system users on software operations
• Communicate software escalation procedures
Tasks
Tasks for the End User Training stage are:
• Execute training plan
Deliverables
• All Staff trained Your Organization
Conversion
Planning
Objectives
Objectives for the Planning stages are:
• Identify scope of data to be converted
• Identify conversion resources
• Identify conversion timeline
1.800.661.1196 I ACTIVENetConsulting @ACTIVENetwork.com I www.ACTIVENetwork.com 5/8
1605
ACTIVE Net Statement of Work
network„
Tasks
• Review legacy system(s)for candidate data and determine scope of conversion
• Review staffing availability and determine reourcing
• Review project schedule and determine timeline
Deliverables
• Data conversion plan Your Organization
Data Entry
Objectives
Objectives for the Data Entry stages are:
• Populate ACTIVE Net with legacy data
Tasks
• Execute data conversion plan
• Validate data conversion in ACTIVE Net.
Deliverables
• ACTIVE Net(populated) Your Organization
Go-Live
Go-Live Preparation
Overview
Active Network consultants will conduct a meeting prior to go-live to confirm all tasks are complete and the system is
ready to be the organization's true system of record.
Objectives
Objectives for the Go-Live Preparation stage are:
• Ensure staff are compotent in system use
• Ensure workstations are ready for system use
• Ensure data conversion is complete
• Ensure project team understands how to escalate issues to ACTIVE
Tasks
Tasks for the Go-Live Preparation stage are:
• Review and validate staff training
• Review and validate workstation readiness
• Review and validate data conversion completeness
• Review ACTIVE Support policy and communication channels
Deliverables
• Go Live check list ACTIVE
• ACTIVE Support handbook ACTIVE
1.800.661.1196 I ACTIVENetConsulting @ACTIVENetwork.com I www.ACTIVENetwork.com 6/8
- t )/ " r `
16 D5
ACTIVE ACTIVE Net Statement of Work
networkTM,
Go-Live
Overview
Go-Live is the day that ACTIVE Net becomes the system of record for your organization.
Objectives
Objectives for Go-Live stage are:
• Utilize ACTIVE to perform front desk transactions and manage operations
• Utilize ACTIVE to provide customers an online store
ss'U PT1ONS
• Your organization will assign the below project roles and those individuals will be available as needed by the
project schedule:
o Project Sponsor—engages stakeholders; ensures buy-in from top-down.
o Project Manager—coordinates with the ACTIVE Network Project Manager, procures resources, manages
scope, schedule, quality and risk mitigation.
o System Administrator(s)—manages, maintains and supports the ACTIVE Net system, trains end-users on
an ongoing basis.
o Technical Representative(s)—available"on call" during the lifespan of the software to assist with internet
connectivity, database management, software upgrades, workstation and peripheral installations.
o Financial Representative(s)—monitors ACTIVE Net accounting functionality, ensure transactions are
posted correctly, and that financial data within ACTIVE Net is accurate and pertinent.
• Your organization will effectively lead project-related change management activities (creating materials and
facilitating workshops).
• Your organization will provide the resources necessary to deliver implementation services (i.e. training room,
internet access, computers, whiteboard).
• Your organization will perform work associated with each task within the allocated timeframe.
(,ONSTRANTS
• Implementation services are limited to the services defined in the contract.
• The availability of ACTIVE resources for the execution of Project activities will be governed by the following
factors:
o Services delivery will be conducted and billed in 8 hour time blocks.
o Professional services must generally be booked 6 weeks in advance of engagement dates unless
otherwise specified and are subject to availability.
o Due to partial office closure,ACTIVE resources will not be available for project work between the dates of
December 15 and 31.
• Implementation services are subject to our cancellation policy.ACTIVE Network requires that cancellation or
rescheduling requests be submitted twenty-eight full calendar days prior to engagements. This provides sufficient
time for resources to be allocated to alternative billable projects.
1.800.661.1196 I ACTIVENetConsulting @ACTIVENetwork.com I www.ACTIVENetwork.com 7/8
Parks & Recreation Activity Management Software Solution (A164 0 5 Agreement#14-6274
EXHIBIT "D"
PRODUCTS AND SERVICES AGREEMENT
Active Network, LLC ("Consultant") hereby agrees to grant Collier County, a political
subdivision of the State of Florida ("County"), who hereby agrees to accept the following
licensed rights and limitations ("License") for Parks & Recreation's use of Consultant's
provided software.
1. INTERPRETATION
1.1 Definitions. For the purposes of interpreting this Agreement, the following terms will have
the following meanings:
(a) "Active" means Active Network, LLC as referenced above.
(b) "Affiliates" of a designated corporation, company or other entity means all
entities which control, are controlled by, or are under common control with the
named entity, whether directly or through one or more intermediaries. For
purposes of this definition "controlled" and "control" mean ownership of more
than fifty percent (50%) of the voting capital stock or other interest having voting
rights with respect to the election of the board of directors or similar governing
authority.
(c) "Agreement" means this Products and Services Agreement, inclusive of all
Appendices, Schedules and Exhibits, referenced and attached hereto.
(d) "Client" means Collier County, a political subdivision of the State of Florida
and Collier County Board of County Commissioners, the legal entity other than
Active entering this Agreement.
(e) "Concurrent Use" means use at the same moment in time to access a given
server computer (of any kind) owned or controlled by Client.
(f) "Database Server" means the single server computer upon which the
Enterprise Database is resident.
(g) "Effective Date" shall be Date of Board award as identified on Page 1 of the
Master Contract.
(h) "Enterprise Database" means the MSDE, MS SQL Server, or Oracle database
files containing client data and that are accessed by the Licensed Software.
(i) "Hosted Software" means computer code and programs, in executable code
form only, including related data files, rules, parameters and documentation, which
have been created or licensed by Active and are identified in Exhibit "B", Price
Schedule, a Schedule as licensed (or sublicensed) to Client by Active in connection
with this Agreement, and which reside on Active's servers and are accessible by
Client's staff or Users via the Internet.
21
(j) "Internet Client" means a remote device capable of using thejn on®tSccess
selected Licensed Software on the Internet Server or the Enterprise Database on the
Database Server via the Internet Server.
(k) "Internet Server" means a single server computer used by Client which enables
access to the Licensed Software by individuals using an Intranet or the Internet,
having a minimum configuration as set out in hardware specifications previously
described to Client as applicable to the Licensed Software to be installed and used
upon it.
(1) "IVR Server" means a single server computer used by Client for voice-
recognition and telephone-based, rather than computer-based, access to the
Enterprise Database by Client's clients, having a minimum configuration as set out
in hardware specifications previously described to Client as applicable to the
Licensed Software to be installed and used upon it.
(m) "Licensed Software" means computer code and programs, in executable code
form only, including related data files, rules, parameters and documentation, which
have been created or licensed by Active and are identified in a Schedule, as licensed
(or sublicensed) to Client by Active in connection with this Agreement, and/or
which are in the future provided to Client by Active under any circumstances
unless provided under a separate licensing agreement.
(n) "Maintenance" means the provision of error investigation and repair services
as set out in Sections 20 through 23, the Support and Maintenance Handbook
attached as Attachment 1, and the provision of new Versions and Releases in
respect of the Licensed Software all as more particularly set out in the Support and
Maintenance Handbook.
(o) "Master Contract" means Agreement 14-6274 for Parks & Recreation Activity
Management Software Solution (AMSS) entered into by and between Active and
Client concurrent with this Agreement.
(p) "Module" means a single module element of Licensed Software listed in a
Schedule.
(q) "Online Services" means services, such as Internet registration, that are
enabled by Hosted Software and available to the public via the Internet.
(r) "Other Services" means Services other than Professional Services as provided
in an agreed Schedule.
(s) "Payment Server" means a single server computer used by Client to process
electronic payments from its clients, having a minimum configuration as set out in
hardware specifications previously described to Client as applicable to the Licensed
Software to be installed and used upon it.
(t) "Products" means all Licensed Software, Hosted Software, Third Party
Products, and other products (including documentation) provided to Client by or
on behalf of Active.
(u) "Professional Services" means any and all types of services which Active
provides, to Client and/or to other clients of Active, in the course of Active's
22
Cq
business, including but not limited to services relating to I i
eialr tion,
implementation, optimization, administration, training and troub shooting of
computers, computer software including the Licensed Software, computer
networks, databases, internet-related equipment and applications, but expressly
excludes Support and Maintenance. Professional Services shall be as set forth in the
applicable Schedule.
(v) "Release" means any release, update, patch, set of revisions, or bug/permanent
fix or temporary bypass solution released by Active to its clients generally during
the term of this Agreement, which provides enhancements and/or error corrections
to the then-current Version or Release, and where a new Version has been released
and no new Release has been released since the release of that Version, that Version
will also constitute a Release for the purpose of determining whether Support or
Maintenance is available with respect to that Version. New Releases will be denoted
by an increase to the version number to the right of the decimal point such as from
Release 1.1 to Release 1.2.
(w) "Schedule" means a schedule, quote, pricing form, order form, or similar
document associated with this Agreement that lists the Products and Services
provided by Active to Client hereunder and the related fees, including Exhibit "B",
Price Schedule of the Master Contract. The features, services, options, and fees may
be described more fully on web pages describing the Software and Services, and/or
in an applicable Schedule. Each Schedule will reference the Agreement Number
above (if applicable).
(x) "Services" means all Professional Services, Support and Maintenance, Online
Services, and Other Services provided to Client by or on behalf of Active.
(y) "Software" means the Licensed Software and the Hosted Software as defined
elsewhere in this Section.
(z) "Support" means the ongoing telephone, email, web-based and dial-in support
and problem resolution to assist Client in the use of the Licensed Software, the
Hosted Software, and Other Services and Products of Active as set out in the
Support and Maintenance Handbook.
(aa)"Support and Maintenance Handbook" means the documents published by
Active setting out the applicable service levels, processes, restrictions, and other
particulars of Support and Maintenance provided in respect of the Software and
Other Services and Products of Active, as amended from time to time upon notice
to Client.
(bb) "Support and Maintenance Start Date" means, for implementations
performed by Active, the first day of implementation (Go-Live date) of the Licensed
Software or ninety (90) days following the delivery of the Licensed Software,
whichever occurs first, and upon delivery of the Licensed Software for
implementations being performed by the client or a 3rd party vendor.
(cc) "System Utilities" includes the following: Accounting Processes, Central
Login, Log File, Copy Database, Maintain Database, MSDE Tool, Oracle Setup
23
G
Utility, Query Tool, System Maintenance, Upgrade Databasi VV idON5w
Components. U
(dd) "Third Party Products" means those hardware, firmware and/or software
products, provided to Active by third parties, listed in a Schedule, together with all
user manuals and other documents accompanying the delivery of the Third Party
Products, provided that the Third Party Products shall not include software
developed by Active.
(ee)"User" means a person who accesses and uses any of the Products in any
manner whatsoever.
(ff) "Version" means a version of the Licensed Software providing a particular
functionality, while a new Version of the Licensed Software will provide
new/additional functionality and/or improvements to a previous Version. New
Versions will be denoted by a change to the version number to the left of the
decimal point such as from Version 1.0 to Version 2.0.
(gg)"Workstation" means a computer attached to a local or wide-area network
(including an Intranet), which accesses the Licensed Software or Enterprise
Database.
1.2 Headings. The headings contained in this Agreement are inserted for convenience and
do not form a part of this Agreement and are not intended to interpret, define or limit the
scope, extent or intent of this Agreement or any provision hereof.
2. CHARGES AND PAYMENTS
2.1 Taxes. Collier County, Florida as a political subdivision of the State of Florida, is exempt
from the payment of Florida sales tax to its Contractors/Consultants/Vendors under
Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531C-1.
2.2 Currency. Unless otherwise indicated in a Schedule, all prices are in US Dollars.
2.3 Delivery. Delivery for Products supplied by Active under the Agreement will be
deemed to have occurred F.O.B. destination, which in the case of Licensed Software and/or
Hosted Software will typically be in the form of an email from Active providing a FTP (i.e.
file transfer protocol) downloadable link. To the extent applicable, Client will be responsible
for shipping and handling costs, upon prior written approval by the Client.
2.4 Invoices/Payment. Active will provide invoices to Client for all amounts owing by Client
hereunder. Payments of invoices are due in compliance with Chapter 218, Fla. Stats.,
otherwise known as the "Local Government Prompt".
3. CLIENT INFORMATION; CONFIDENTIALITY
3.1 Client Information and Obligations. In order to assist Active in the successful provision
of Services and Products to Client, Client shall (i) provide to Active information relating to
Client's organization, technology platforms, systems configurations, and business processes
and otherwise relating to Client that is reasonably requested by Active from time to time, (ii)
make available such personnel assistance to Active as may be reasonably necessary for
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Active to perform hereunder; and (iii) carry out in a timely manner all other Client
responsibilities set forth herein. Any delay by Client hereunder shall result in a day-for-day
extension of Active's dependent obligations. 1 6 D 5
3.2 Confidential Information:
(a) In the performance of or otherwise in connection with this Agreement, one
party ("Disclosing Party") may disclose to the other party ("Receiving Party") certain
Confidential Information of the Disclosing Party. "Confidential Information" means any
information of either party, which is not generally known to the public, whether of a
technical, business or other nature (including, but not necessarily limited to: trade secrets,
know how, computer program source codes, and information relating to the clients, business
plans, promotional and marketing activities, finances and other business affairs of such
party); provided that the same is conspicuously marked or otherwise identified as
confidential or proprietary information prior to, upon or promptly after receipt by the other
party; and provided further that the any software or software application server source code
provided by Active or its licensors shall be deemed to constitute Confidential Information
without further designation by Active. The Receiving Party will treat such Confidential
Information as confidential and proprietary of the Disclosing Party and will use such
Confidential Information solely for the purposes for which it is provided by the Disclosing
Party and will not disclose such Confidential Information to any third party (other than a
third party under contract whereby that third party has agreed in writing to keep the
Confidential Information confidential).
Exclusions. The obligations under this paragraph will not apply to any: (i) use or disclosure
of any information pursuant to the exercise of the Receiving Party's rights under this
Agreement; (ii) information that is now or later becomes publicly available through no fault
of the Receiving Party; (iii) information that is obtained by the Receiving Party from a third
party authorized to make such disclosure (other than in connection with this Agreement)
without any obligation of secrecy or confidentiality; (iv) information that is independently
developed by the Receiving Party (e.g., without reference to any Confidential Information);
(v) any disclosure required by applicable law (e.g., pursuant to applicable securities laws,
Florida Public Records Act, Chapter 119, Fla. Stat. or the Florida Sunshine Law, Chapter 286,
Fla. Stat.), provided that the Receiving Party will use reasonable efforts to give advance
notice to and cooperate with the Disclosing Party in connection with any such disclosure;
and (vi) any disclosure with the consent of the Disclosing Party.
4. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY
4.1 SPECIFIC EXCLUSION OF OTHER WARRANTIES. THE EXPRESS WARRANTIES
SET OUT IN THIS AGREEMENT AND THE MASTER CONTRACT ARE IN LIEU OF ALL
OTHER WARRANTIES, AND THERE ARE NO OTHER WARRANTIES,
REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY KIND WHATSOEVER
APPLICABLE, EITHER EXPRESS OR IMPLIED BY LAW (IN CONTRACT OR TORT OR
OTHERWISE) OR CUSTOM, INCLUDING, BUT NOT LIMITED TO THOSE REGARDING
MERCHANTABILITY, FITNESS FOR PURPOSE, DURABILITY, CORRESPONDENCE TO
SAMPLE, TITLE, DESIGN, CONDITION, OR QUALITY. WITHOUT LIMITING THE
ABOVE, ACTIVE DOES NOT WARRANT THAT ANY PRODUCTS OR SERVICES
PROVIDED HEREUNDER WILL MEET THE REQUIREMENTS OF CLIENT OR THAT THE
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OPERATION OF PRODUCTS AND SERVICES PROVIDED HEREUNDE WILL BE FREE
FROM INTERRUPTION OR ERRORS. 1 6 D 5
4.2 RESTRICTIONS ON WARRANTY. ACTIVE HAS NO OBLIGATION TO REPAIR
OR REPLACE PRODUCTS DAMAGED BY EXTERNAL CAUSE OR THROUGH THE
FAULT OR NEGLIGENCE OF ANY PARTY OTHER THAN ACTIVE.
4.3 NO INDIRECT DAMAGES. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT OR THE MASTER CONTRACT AND WITHOUT
LIMITING THE GENERALITY OF SECTIONS 4.1 AND 4.4, IN NO EVENT WILL ACTIVE
BE LIABLE TO CLIENT OR TO ANY OTHER PARTY FOR INDIRECT DAMAGES OR
LOSSES (IN CONTRACT), INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST
PROFITS, LOST SAVINGS, LOST DATA, LOSS OF USE OF INFORMATION OR SERVICES,
OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.
4.4 LIMITS ON LIABILITY. IF, FOR ANY REASON, ACTIVE BECOMES LIABLE TO
CLIENT OR ANY OTHER PARTY FOR DIRECT OR ANY OTHER DAMAGES (IN
CONTRACT), THEN THE TOTAL AGGREGATE LIABILITY OF ACTIVE TO CLIENT AND
ALL OTHER PARTIES IN CONNECTION WITH THIS AGREEMENT AND THE MASTER
CONTRACT, WILL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY
CLIENT TO ACTIVE AS CONSIDERATION FOR THE PRODUCTS AND SERVICES
GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12) MONTH PERIOD
PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.
4.5 SEPARATE ENFORCEABILITY. SECTIONS 4.1 THROUGH 4.4 ARE TO BE
CONSTRUED AS SEPARATE PROVISIONS AND WILL EACH BE INDIVIDUALLY
ENFORCEABLE.
4.6 For the purposes of this Section 4, reference to Active shall also include its suppliers
and licensors.
5. RESTRICTIONS
5.1 U.S. GOVERNMENT RESTRICTED RIGHTS. The Products are provided with
restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to
restrictions as set forth in subparagraph (c) of The Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013, or subparagraphs (b)(1) and (2) of the Commercial
Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. The Manufacturer
is Active Network, LLC or one of its Affiliates or subsidiaries.
5.2 Export Restrictions. The Products may include encryption software or other
encryption technologies that may be controlled for import, export, or purposes under the
laws and regulations of the countries and/or territories in which the Products are used
("Applicable Law"). Client may not export, re-export, or assist or facilitate in any manner the
export or re-export of, any portion of the Products, as determined by Applicable Law under
which Client operates: (i) to any country on Canada's Area Control List; (ii) to any country
subject to UN Security Council embargo or action; (iii) contrary to Canada's Export Control
List Item 5505; (iv) to countries subject to U.S. economic sanctions and embargoes; and (v) to
persons or entities prohibited from receiving U.S. exports or U.S.-origin items. Client hereby
represents and covenants that: (i) to the best of Client's knowledge Client is eligible to receive
the Products under Applicable Law; (ii) Client will import, export, or re-export the Products
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to, or use the Products in, any country or territory only in accordance with Applicable Law;
and (iii) Client will ensure that Client's Users use the Products in accordance with the
foregoing restrictions.
5.3 Third Party Software and Open Source Components. The Software may contain
open source components or other third party software of which the use, modification, and
distribution is governed by license terms (including limitations of liability) set out in the
applicable documentation (paper or electronic) or read me files.
5.4 Restrictions; Acceptable Use Policies. Client shall: (i) use the Products exclusively
for authorized and legal purposes, consistent with all applicable laws, regulations, and the
rights of others, including privacy and anti-spamming laws; (ii) not reverse engineer,
disassemble, or decompile any Products or prepare derivative works thereof; (iii) not copy,
modify, transfer, display, or use any portion of the Products except as expressly authorized
in this Agreement or in the applicable documentation; (iv) not contest or do or aid others in
contesting or doing anything which impairs the validity of any proprietary or intellectual
property rights, title, or interest of Active in and to any Products; (v) not obliterate, alter, or
remove any proprietary or intellectual property notices from the Products in physical or
electronic forms; (vi) not use the Products to transmit, publish, or distribute any material or
information: (a) for which Client does not have all necessary rights and licenses, including
any material or information that infringes, violates, or misappropriates the intellectual
property rights of any third party; (b) that contains a computer virus or other code, files, or
programs designed to disrupt or interfere with the functioning of the Products; or (c) that is
or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or
otherwise objectionable; (vii) not attempt to gain access to any systems or networks that
connect thereto except for the express purpose of using the Products for their intended use;
(viii) not rent, lease, sublicense, resell, or provide access to the Products on a time-share or
service bureau basis; and (ix) not input credit card information into the Products or solicit the
input of such information other than in pre-defined fields within the Products that are
intended for that purpose.
6. TERMINATION
6.1 Termination. This Agreement will terminate:
(a) at the option of either party if the other party materially defaults in the
performance or observance of any of its obligations hereunder and fails to remedy the default
within thirty (30) days after receiving written notice thereof; and
(b) without limiting (a), at the option of Active if Client breaches its payment
obligations, provided that the right of termination will be in addition to all other rights and
remedies available to the parties for breach or default by the other; and
(c) the Client may terminate for convenience with a thirty (30) day written notice.
In the event that the Client terminates this Agreement, Active's recovery against the Client
shall be limited to that portion of the Contract Amount earned through the date of
termination. Active shall not be entitled to any other or further recovery against the Client
for early termination of the Agreement, including, but not limited to, any damages or any
anticipated profit on portions of the services not performed.
27 �9
6.2 Suspension of Obligations. If either party should materiall Y e6ulYr5the
performance or observance of any of its obligations hereunder, then, in addition to all other rights
and remedies available to the non-defaulting party, the non-defaulting party may suspend
performance and observance of any or all its obligations under this Agreement, without liability,
until the other party's default is remedied, provided however that this Section will not permit
Client to suspend its obligation to make any payments due for Products or Services that are
unrelated and undisputed to any default alleged against Active.
6.3 Return of Materials. In the event of termination of this Agreement for any reason
whatsoever, Client will immediately (i) return to Active all physical copies of Products delivered
by Active to Client or otherwise in Client's possession or control, or (ii) if expressly permitted by
Active, destroy all physical copies of the Products not returned to Active and delete all electronic
copies of the Products from its systems and certify in writing to Active that such actions have all
been completed. Active will, upon Client's direction at termination of the Agreement, return all
Client data to Client in a mutually agreed-upon format; provided, however, that Active may
retain a copy in order to comply with its legal, regulatory, and archival obligations.
7. AUDIT AND MONITORING RIGHTS
Active may, upon a minimum of ten (10) days written notice to Client, attend upon Client's
premises and verify that the Products are being used only as permitted hereby. Such inspections
shall be limited to a maximum of twice (2) per calendar year, and will be performed only during
Client's regular business hours and conducted in a manner as to minimize, to the extent
reasonable, interference with Client's business. Further, Active may, using automatic means
which do not interfere with the use of the Products by Client or Users other than as described in
this provision, monitor at any time usage of the Products by Client and or its Users including
through monitoring of the number of copies of any particular Module(s) in Concurrent Use.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Warranty of Title. Active warrants that it has all rights necessary to make the grant
of license herein by having all right, title, and interest in and to the Products (other than Third
Party Products) or as licensee of all such rights from the owner thereof.
8.2 Intellectual Property. Active and its licensors shall retain all right, title, and interest
in and to the Products and the results of the Services and to all software, trademarks, service
marks, logos, and trade names and other worldwide proprietary rights related thereto
("Intellectual Property"). Client shall use the Intellectual Property only as provided by Active,
and shall not alter the Intellectual Property in any way, or act or permit action in any way that
would impair Active's or its licensors' rights in its Intellectual Property. Client acknowledges that
its use of the Intellectual Property shall not create in Client or any other person any right, title, or
interest in or to such Intellectual Property. Any goodwill accruing from the use of the Intellectual
Property shall inure solely to the benefit of Active or its licensors, as applicable.
9. INDEMNIFICATION
(a) Each party (the "Indemnifying Party") shall defend, settle, and pay damages (including
reasonable attorneys' fees) ("Damages") relating to any third party claim, demand, cause of
action or proceedings (whether threatened, asserted, or filed) ("Claims") against the other party
hereto (the "Indemnified Party") to the extent that such Claim is based upon provision, by the
Indemnifying Party, of materials, products, or services as part of such party's obligations
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hereunder that infringe the intellectual property rights of any third party provided that such
materials, products, or services are used in accordance with this Agreement. For the avoidance of
doubt and notwithstanding anything to the contrary contained herein or in the Master Contract,
the obligation of indemnification under this Agreement or the Master Contract shall only arise to
the extent that the damage giving rise to the claim for indemnification that infringes the
intellectual property rights of any third party, of which said third party claim is against an
Indemnified Party, and in such instances, only to the extent explicitly provided hereunder.
Indemnification by the Client is subject to the limitations set forth in Section 768.28, Fla. Stat.
(b) If any Claim that Active is obligated to defend, settle, and pay damages to Client under this
Section 9(a) has occurred or, in Active's opinion, is likely to occur, Active may, at its option and
expense either (1) obtain for Client the right to continue to use the applicable Software, (2) replace
or modify the Software so it becomes non-infringing, without materially adversely affecting the
Software's specified functionality, or (3) if (1) or (2) are not readily available after using
reasonable commercial efforts or, if neither of the foregoing options is commercially reasonable,
refund a pro-rata portion of the fees paid by Client based on its lost use and terminate this
Agreement. Active shall not be obligated to defend, settle, or pay Damages for any Claims to the
extent based on: (x) any Client or third party intellectual property or software incorporated in or
combined with the Software where in the absence of such incorporated or combined item, there
would not have been infringement, but excluding any third party software or intellectual
property incorporated into the Software at Active's discretion; (y) Software that has been altered
or modified by Client, by any third party or by Active at the request of Client (where Active had
no discretion as to the implementation of modifications to the Software or documentation
directed by Client), where in the absence of such alteration or modification the Software would
not be infringing; or (z) use of any version of the Software with respect to which Active has made
available a non-infringing updated, revised or repaired subsequent version or other applicable
update, patch or fix.
(c) Indemnification Claims Procedure. Each party's indemnification obligations under Section
9 are conditioned upon (1) prompt written notice of the existence of a Claim, provided that a
failure of prompt notification shall not relieve the Indemnifying Party of liability hereunder
except to the extent that defenses to such Claim are materially impaired by such failure of prompt
notification; (2) sole control over the defense or settlement of such Claim by the Indemnifying
Party; and (3) the provision of assistance by the Indemnified Party at the Indemnifying Party's
request to the extent reasonably necessary for the defense of such Claim.
(d) For the purposes of this Section 9, reference to Active shall also include its suppliers and
licensors.
Notwithstanding the foregoing, Client shall not be bound by the terms of this Section 9 to the
extent precluded by applicable law (e.g., Section 768.28, Fla. Stat. sovereign immunity of a
governmental entity).
10. GENERAL
10.1 Entire Agreement. The Master Contract, including all attachments and referenced
Appendices, Schedules and Exhibits, constitutes the complete and exclusive statement of the
agreement between Active and Client with respect to the subject matter hereof. It supersedes and
replaces all oral or written prior agreements, and other prior or contemporaneous
29
communications between the parties concerning the subject matter of this steerrZ. This
Agreement may not be modified or altered except by written instrument dul MANE both
parties. Any 'click-wrap' agreement, terms of use, electronic acceptance or other terms and
conditions which attempt to govern the subject matter of this Agreement that either party might
be required to acknowledge or accept before entering into this Agreement are of no force and
effect as between Client and Active and are superseded by this Agreement.
10.2 Force Majeure. Dates or times by which either party is required to perform under
this Agreement, excepting the payment of any fees or charges due hereunder, will be postponed
automatically to the extent that any party is prevented from meeting them by causes beyond its
reasonable control, provided such party promptly notifies the other thereof and makes
reasonable efforts to perform.
10.3 Notices. All notices and requests in connection with this Agreement will be given to
the respective parties in writing and will be deemed given as of the first (1) business day of the
notified party following the day the notice is faxed or sent via overnight courier, providing a
hard copy acknowledgment of such successful faxed notice transmission or evidence of such
couriering, as applicable, is retained. Notice may also be deposited in the mails, postage pre-paid,
certified or registered, return receipt requested, and addressed to the parties as indicated on the
Master Contract or such other address of which the party gives notice in accordance herewith,
and receipt of any such notice will be deemed to be effective as of the third (3) business day
following such deposit.
10.4 Governing Law. This Agreement shall be governed by the laws of the State of
Florida, without giving effect to the conflict of laws provisions thereof. Neither the United
Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer
Information Transactions Act shall apply to this Agreement. Any legal action or proceeding
relating to this Agreement shall be instituted only in the State of Florida in Collier County or
Florida federal court.
10.5 Affiliates. During the term of this Agreement, Client or Client's Affiliates may
order additional Products and/or Services from Active or one of Active's Affiliates by entering
into a Schedule and the terms and conditions herein shall be applicable. In the event that Client
or Client's Affiliate enters into a Schedule with Active or an Affiliate of Active, reference in this
Agreement to "Client" and "Active" shall mean the respective entity that executed the applicable
Schedule. A breach of this Agreement by Active's Affiliate or Client's Affiliate shall not affect the
rights, privileges, or obligations of Active or Client, as applicable, or any other Affiliate not in
breach of this Agreement.
10.6 Non-Assignability. Notwithstanding anything to the contrary in this Agreement of
the Master Contract, neither party may assign its rights or obligations arising out of this
Agreement without the other party's prior written consent. Any attempt to assign or otherwise
transfer this Agreement, or any part herein, without the Client's consent or as otherwise
provided herein, shall be void. If a party assigns this Agreement or any part thereof, it shall
require that its assignee be bound to it and to assume all of the obligations and responsibilities
that it has assumed toward the other party.
10.7 Term and Survival. The term of this Agreement shall commence on the Effective
Date set out on the cover page hereof and shall continue as set forth in Sections 14, as applicable,
or until terminated in accordance with Section 14. Sections 1, 4, 5.4, 6.3, 8.2, 9, 10, 20.1, and 20.2 of
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6 a 5
this Agreement, along with all unpaid payment obligations, will survive erminon and
expiration of this Agreement.
10.8 No Authority to Bind. Neither party shall incur any obligations for or in the name
of the other party, or have the authority to bind or obligate the other party. Neither party shall
make, issue or authorize any statements (whether oral or written) in contravention of the
foregoing.
10.9 Counterparts. This Agreement may be executed in separate counterparts and
delivered by facsimile or such other electronic means as are available to the Parties. Such
counterparts taken together shall constitute one and the same original document.
10.10 Severability. If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such
provisions shall remain in full force and effect.
10.11 Cooperative Procurement. Upon consent by Active, this Agreement may be used
for permitted cooperative procurement by any public or municipal body, entity, agency or
institution. If so authorized, and in order to forego a related entity RFP or similar competitive
bidding process, this Agreement may be extended to such other entities indicated above for the
procurement of similar products and/or services provided to Client herein and at fees in
accordance with this Agreement unless separately negotiated between such other entities and
Active. Further related entities participating in a cooperative procurement process shall place
their own orders directly with Active and will fully and independently administer their use of
this Agreement to include such contractual obligations as those entities and Active deem
appropriate without direct administration from the original Client.
APPENDIX 1: TERMS APPLICABLE ONLY TO HOSTED SOFTWARE
11. HOSTED SOFTWARE
11.1 Active will provide Client with access to hosted versions of the Products identified
in the applicable Schedule and associated Online Services, and Active hereby grants to Client a
limited, non-exclusive, non-transferable license to use the Hosted Software in accordance with
the applicable documentation.
11.2 Client agrees to receive notifications regarding free product, promotional items, and
giveaways at Client's Event(s) or facility(ies), but Client may opt not to receive the items from
Active. Client's customers who register for, sign up, or otherwise interact with the Online
Services ("End Users") may opt-in to receive information, items, or promotions/deals from
Active, in which case, Active will be responsible for fulfillment and for providing customer
service for any such offers.
11.3 Client acknowledges that Active: (a) does not monitor or police communications or
data transmitted through the Hosted Software or Online Services by Client or any third party, or
any communications or data transmitted by any third party suppliers through the Hosted
Software or Online Services; (b) shall not be responsible for the content of any such
communication or transmission; (c) shall have no liability of any kind with respect to any
materials or information that Client inputs into or transmits, publishes, or distributes through the
Hosted Software or Online Services; and (d) may remove or modify any such communication or
transmission deemed offensive for which Active has received more than one complaint.
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12. LICENSE AND BRANDING 16 0 5
Active hereby grants to Client a limited, non-exclusive, non-transferable license to display,
reproduce, distribute, and transmit in digital form Active's name and logo in connection with
promotion of the Online Services only in the manner approved of by Active during the term of
this Agreement. Client hereby grants to Active a limited non-transferable license to use, display,
reproduce, distribute, adapt and transmit in digital or printed form information provided by
Client relating to its organization, including its name, trademarks, service marks and logo, in
connection with the implementation and promotion of the Online Services; provided, however,
that such use shall be as necessary to Active's performance under this Agreement. Client will use
reasonable efforts to encourage adoption of the Online Services, including displaying Active's
name and logo, in the form supplied by Active from time to time and in a manner approved by
Active, in any medium used by Client to promote its programs or services to prospective
participants.
13. INFORMATION COLLECTION AND AUTHORIZED USERS
Active may collect certain information from individuals as part of a registration process. Client
may login to Active's data management system to access this information. Both parties agree to
use the collected information in compliance with (i) all applicable laws, rules and regulations,
including, without limitation, those governing online privacy and use of credit card data (i.e.
using credit card information only for purposes authorized by the cardholder); (ii) applicable
Payment Card Industry Data Security Standards; and (iii) Active's privacy policy as published on
its website. Active may use the collected information: (iv) in non-personal, anonymized,
aggregated form (e.g., for the analysis of its products and services) provided that such
information is not traceable back to any individual; and (v) to distribute the information for use
by Active's contracted third parties and vendors that provide products and services that are
required to be delivered under this Agreement or as are requested by Client or End Users. Client
is solely responsible for the security of its login information, authorization credentials, and
similar access information (collectively "Login Information") and for the use or misuse of such
Login Information. Client agrees to only allow access to and use of the Products to its authorized
users. Client acknowledges and agrees that Active may provide access to or use of the Software
and Services to anyone utilizing Client's Login Information or who is otherwise authorized by
Client to use or access the Software and Services on Client's behalf. Client is responsible for such
users' compliance with the terms and conditions of this Agreement. Active may suspend or
terminate any such user's access to the Software and Services upon notice to Client if Active
reasonably determines that any such user has violated the terms and conditions of this
Agreement or is otherwise using the Products for suspect purposes. Client will immediately
either notify Active in writing or disable such user's access if any previously authorized Client
user is no longer authorized to use the Login Information or otherwise use or access the Software
and Services. Active may rely, without independent verification, on such notice, and Client,
inclusive of Client's parent, subsidiary and affiliate entities, as applicable, and each of their
respective officers, directors, managers, shareholders, owners, agents, employees, contractors,
and representatives agree to defend, indemnify, and hold harmless Active for any claims arising
from Active providing, denying, suspending, or modifying access to or use of the Software and
Services of any individual as directed by Client or by someone who Active reasonably, under the
circumstances, believes is authorized to act on behalf of Client.
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14. FEES FOR HOSTED SOFTWARE 16 D 5
14.1 Transaction fees.
(a) Client shall pay to Active the Hosted Software service fees ("Service
Charge(s)") as set out in Exhibit "B" - Price Schedule.
(b) Active will be responsible for collecting all payments processed through the
Online Services and all Service Charges assessed by Active. All payments are
Client's exclusive property and will be sent to Client on a daily basis, unless
otherwise set forth in the applicable Schedule, Active will pay Client sums due to
Client based on the total registration fees collected, net of Active's Service Charges
as set forth in the applicable Schedule and any other deductions provided herein.
(c) If Client enters transactions at fee amounts less than those actually charged to
Client's Users, thus reducing or avoiding applicable Service Charges, such action
shall constitute a material breach of this Agreement.
(d) Active shall not be responsible for processing or making any refunds. In the
event Client initiates a refund, a fee may be charged by Active to Client as set out in
the applicable Schedule. Active may set off against user fees collected by Active to
the amount of any credit card chargebacks and associated fees applicable to user
transactions and to reimburse itself for any overdue fees owed to Active by Client.
To the extent that such funds are not available for set off, Client shall promptly
reimburse Active for any deficiency.
(e) In the event Client is entering into this Agreement and using the Hosted
Software for the benefit of a third-party event or organization ("Third Party
Beneficiary"), Client agrees that Active may send fees collected by Active directly
to the Third Party Beneficiary.
(f) All fees described in the applicable Schedule are in consideration of the
Software and Services that Active provides. Active and Client acknowledge that
certain credit card network rules and laws prohibit imposing a surcharge that is
based on the type of payment method used (e.g., having a different fee for the use
of a credit card vs. debit card), and therefore, each agrees not to impose such a
surcharge on any End User.
15. EXCLUSIVITY FOR HOSTED SOFTWARE
During the term of this Agreement, Active will be the sole and exclusive provider of registration
and other services similar to the Hosted Software provided to Client hereunder for the events or
transactions for which Client is using Active's Software and Services.
16. TERM for Hosted Software
Unless otherwise provided in the applicable Schedule, Active shall provide to Client, and Client
shall license from Active, the Hosted Software commencing on the Go-Live Date of the Hosted
Software and run concurrent with the contract term including any renewal periods.
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APPENDIX 2: TERMS APPLICABLE ONLY TO THIRD PARTY PRODUCTS AND SERVICES
17. PURCHASE AND SALE; DELIVERY
17.1 Purchase Commitment and Price. Active hereby agrees to sell to Client, and Client
hereby agrees to purchase from Active, the Third Party Products listed in a Schedule in the
volumes and at the prices described therein.
17.2 Delivery. Active will ship all or any part of the Third Party Products to Client as
soon as reasonably practicable (or, if the below-described purchase order documentation does
not seek immediate shipping, at the time Active considers reasonable in order to meet the desired
delivery date described) after receipt by Active of a purchase order from Client specifying the
particular Third Party Products sought, the number of such Third Party Products sought, the
price payable therefor, and the desired date and location of delivery thereof. Any such purchase
order must, at a minimum, reference quantity, description and price.
17.3 Changes by Client to Delivery Schedule. Following delivery by Client of any
purchase order documentation described in Section 17.2, no changes by Client to the shipment
schedule described therein will be permitted unless Active is notified thereof in writing at least
ninety (90) days in advance of the delivery date sought in such purchase order documentation.
17.4 Acceptance of Purchase Orders. Purchase orders delivered by Client to Active in
respect of Third Party Products are not binding upon Active until accepted by Active in writing.
In any case, despite any indication to the contrary contained in any such purchase order
documentation, the terms of this Agreement shall take precedence. Active reserves the right to
refuse any such purchase order for any reason not contrary to this Agreement, including without
limitation pricing differences as described in Section 18.2.
17.5 Additional Third Party Products. Client may purchase Third Party Products in
addition to those listed in a Schedule by issuing additional purchase order documentation as
described herein, provided that the supply (or non-supply) of such additional Third Party
Products will be subject to this Agreement as though such additional Third Party Products had
been included in a Schedule on the date of execution of such Schedule subject to the following:
(a) the price for such additional Third Party Products is subject to
agreement between the parties each in their own absolute discretion, and
(b) Active shall have the right to discontinue delivery of such additional
Third Party Products upon at least ninety (90) days written notice to Client without
any liability to Client whatsoever for such discontinuance.
18. CHARGES AND PAYMENTS
18.1 Prices. The pricing applicable to Third Party Products is as set out in the applicable
Schedule in the form finally agreed to by the parties.
18.2 Pricing Variability. Client acknowledges that:
(a) the prices described in any future Schedule(s) are applicable for six (6) months after the
date of execution hereof, and such prices are based upon Client taking delivery of the full
number of any particular Third Party Product listed in the applicable Schedule in a single
shipment; and
34
16D
(b) Client hereby agrees that after the expiry of such initial six (6) month period or, in case of
Client seeking, in a particular shipment, delivery of less than all of the Third Party Products of a
particular type listed a Schedule, the actual prices may be higher. Prior to shipment of any Third
Party Products that would be subject to pricing that differs from that described in the applicable
Schedule, Active will notify Client of any such different pricing and Client will accept such
different pricing, as mutually agreed between Client and Active, in writing.
19. SUPPORT FOR THIRD PARTY PRODUCTS
For the purpose of isolating support issues and responsibility in respect of Third Party Products
and their interaction with any Products, Active will provide initial first-tier support, to a
maximum of fifteen (15) minutes per support inquiry, for Third Party Products, as further
specified in the Support and Maintenance Handbook - Attachment 1.
20. PROPRIETARY RIGHTS
20.1 Third Party Proprietary Rights and Indemnity by Client. Client acknowledges that any
Third Party Products supplied by Active hereunder are supplied by Active as a reseller thereof
and that the Third Party Products are subject to the intellectual property rights of the various
third party developers and/or manufacturers thereof, as applicable, including without limitation
copyright, trade secret, trademark, and patent rights. Client will maintain in confidence and not
use or disclose any and all confidential business or technical information connected with any
Third Party Product except as specifically permitted by a party having legal control of such
rights, and Client will defend, indemnify and hold harmless Active for any claim based on an
allegation that any Third Party Product provided to Client hereunder has been installed, used, or
otherwise treated by Client or any client or customer of Client in violation of the proprietary
rights of any third party or on an allegation that Client or any client or customer of Client has
disclosed or used any confidential business or technical information connected with any Third
Party Product. Confidentially by the Client is subject to the provision of Florida Public Records
Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. Indemnification
by the County is subject to the limitation set forth in Section 768.28, Fla. Stat.
21.2 Additional Terms. Client acknowledges that the possession, installation and use of
Third Party Products may be subject to additional terms and conditions accompanying such
Third Party Products at the time of delivery. Acceptance by the Client of any such additional
terms and conditions shall require Client's advance approval in writing.
21. WARRANTY
22.1 Warranty. Active warrants to Client that Active has the right to deliver the Third
Party Products subject to any documentation accompanying such Third Party Products at the
time of delivery and/or any licensing mechanisms, physical, electronic or otherwise, included in
any Third Party Products that are software.
22.2 Warranties Provided by Third Party Suppliers. Third Party Products are
warranted by the manufacturers, suppliers or licensors thereof in accordance with the warranty
statements accompanying delivery of the Third Party Products, and Client agrees that Client will
rely solely on such Third Party Product warranties. Client agrees not to make a claim against
Active on account of any warranty, express or implied, which may apply to any Third Party
Product. If Client notifies Active of a defect or nonconformity within thirty (30) days of the date
of delivery of such Third Party Product, Active will assist Client in troubleshooting such Third
35
b05
Party Product in accordance with Section 19. If such defect or nonconformity cannot e remedied
during such troubleshooting and such Third Party Product is still under the Third Party Product
warranty, Active shall contact the applicable manufacturer, supplier or licensor of such Third
Party Product to coordinate any returns or refunds. If a notice of a defect or nonconformity is
received by Active from Client of the defect or nonconformity following the initial the 30-day
period, Active's sole obligation and liability will be to provide support in accordance with
Section 19. Returns and refunds are at the sole discretion of the applicable manufacturer, supplier
or licensor.
36 >�
6115,,
ACORD CERTIFICATE OF LIABILITY INSURANCE
4/30/2016 6/2/2015
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 Lockton Insurance Brokers,LLC I,CONTACT
NAME:
CA License#OF15767 PHONE IFAX
(A/C.No.Ext): (A/C,No):
Two Embarcadero Center,Suite 1700 E-MAIL
San Francisco CA 94111 ADDRESS.
(415)568-4000 INSURER(S)AFFORDING COVERAGE NAIC#
INSURER A:National Fire Insurance Co of Hartford _ 20478
INSURED Active Network,LLC INSURER B:National Union Fire Ins Co Pittsburgh PA 19445
1394474 717 North Harwood St.,Suite 2500 INSURER C:Columbia Casualty Company 31127
Dallas TX 75201 INSURER D:The Continental Insurance Company 35289
INSURER E:
INSURER F:
COVERAGES 1084882 CERTIFICATE NUMBER: 12901274 REVISION NUMBER: XXXXXXX
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 W LIMITS
LTR INSD VD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY)
A X COMMERCIAL GENERAL LIABILITY Y N 6016940273 6/1/2015 6/1/2016 EACH OCCURRENCE $ 1.000.000
DAMAGE TO RENTED
CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 1,000,000
X Host Liquor Liab. MED EXP(Any one person) $ 15.000
Included PERSONAL&ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2.000.000
POLICY PRO PRODUCTS-COMP/OP AGG $ 2.000.000
PRO- LOC
OTHER: $
D AUTOMOBILE LIABILITY N N 6016940239 6/1/2015 6/1/2016 COMBINED SINGLE LIMIT $
(Ea accident) 1,000,000
X ANY AUTO BODILY INJURY(Per person) $ XXXXXXX
ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ XXXXXXX
AUTOS _ AUTOS
HIRED AUTOS NON-OWNED PROPERTY
accident)
DAMAGE $ XXXX XXX
AUTOS
X Comp$500 X Coll$500 $ XXXXXXX
A X UMBRELLA LIAB X OCCUR N N 6016940287 6/1/2015 6/1/2016 EACH OCCURRENCE $ 25,000,000
EXCESS LIAB CLAIMS-MADE AGGREGATE $ 25.000.000
DED RETENTION$ $ XXXXXXX
D WORKERS COMPENSATION Y/N N 6016940256 6/1/2015 6/1/2016 X I STATUTE I I ERH
AND EMPLOYERS'LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1.000 000
OFFICER/MEMBER EXCLUDED? N N/A
(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
B Crime N N 04-186-73-28 6/1/2015 6/1/2016 $5,000,000 Limit
A Tech E&O/Cyber Liability 596571163 4/15/2014 4/30/2016 $10,000,000 Limit
DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
Collier County Board of County Commissioners is included as additional insured as respects General Liability as required by written contract or agreement
CERTIFICATE HOLDER CANCELLATION
12901274
Collier County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Tamiami Trail East THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
3327 Ta
Naples m mi T ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRI + `t
C I rights reserved.
ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD
SUPPORT AND MAINTENANCE HANDBOOK
1605
ATTACHMENT 1
(following this page)
37
1. 61) 5
4Ciffri VE SUPPORT AND MAINTENANCE HANDBOOK
network,.
SUPPORT AND MAINTENANCE
The following supplies and services are included in Support and Maintenance:
• Unlimited technical support between 5:00am and 6:00pm Pacific Time,Monday through Friday via
telephone(800.663.4991),email or web portal(http://support.theactivenetwork.com)
• Unlimited phone support for System Down issues on a 24 hours x 7 days a week basis,provided that:
o If self-hosted,the site must have remote access and Internet email capability for extended support
hours
o Support calls placed during extended support hours must be placed by an authorized contact
person
o The type of support call is an urgent issue that includes site down,revenue impacting,or customer
facing issues that have no reasonable work-around
• Access to Active's secure customer care web portal,discussion forums,knowledgebase and online training
materials
• Regular documentation and communication
• Support also includes,if such assistance can be provided in 15 minutes or less:
o Assistance troubleshooting Third Party Products(e.g.,Crystal Reports,Citrix client)
o Assistance to isolate and/or troubleshoot difficulties resulting from sources other than Active
Network products and services,such as:
• General network/internet support(e.g.,network access,printing,internet access)
• PC hardware troubleshooting
• PC setup,configuration and optimization
• Network operating system configuration and functionality
• Basic Microsoft Windows functionality(i.e.Windows Explorer or Internet Explorer)
• Loss of supervisor or other password
ANNUAL SUPPORT AND MAINTENANCE FOR NON-HOSTED CUSTOMERS
The following supplies and services are included in Support and Maintenance for non-hosted customers:
• New releases and version of the Software and free assistance in planning upgrades
Support and Maintenance Handbook Hosted&Non-Hosted % • at 4 ve
Version:05/10/13 _,
1605
SUPPORT AND MAINTENANCE FOR HOSTED CUSTOMERS
The following supplies and services are included in Support and Maintenance:
• Installation of new Software releases
• Monitoring of connectivity and critical functionality at all times(24hr x 365 days/year)by skilled personnel
using an extensive series of automated probes from multiple locations
• Response to site-down/critical issues within one hour,with reasonable efforts to advise your organization
of the current status and expected resolution time
• Service agreements between Active and critical vendors essential to the continuing successful operation of
the hosted environment
• Scheduled maintenance to increase performance,fix defects or update applications,with reasonable efforts
to notify your organization of scheduled maintenance times and potential impacts to service
• Urgent maintenance(done to correct network,hardware or Software issues that are likely to cause
significant service disruption and that require immediate action),which may temporarily degrade service or
cause outages.Active may undertake urgent maintenance at any time deemed necessary and shall provide
status updates to your organization as soon as possible.
SUPPORT ISSUE PRIORITIES AND TIMELINES
TICKET RESOLUTION TARGETS
• New support incidents are assigned one of the following levels, each with its respective standard ticket
resolution target:
Call Standard
Description
Priority Level Completion Target
Priority 1— Fatal issues that result in the customer's inability to fulfill 1 business Day
System Outage critical business functions(i.e.,those pertaining to core
functionality such as processing registrations,memberships,
rentals)and that have no reasonable work-around
Priority 2— Serious issues significantly impacting use of the system but 2 business day
High Business do not prevent core functions from being fulfilled(i.e.,
Impact Customer cannot perform critical business functions;
Customer experiences severe site degradation)
Priority 3— All other issues,except those classified as low;(e.g.,how-to 3 business days
Medium questions,reporting/reconciliation issues,general questions,
Business work around options)
Impact
Priority 4— Issues that are not time-sensitive or may be undertaken as None
Low Business customer service initiatives outside the scope of this
Impact Agreement(i.e.,feature requests or low priority questions)
Guaranteed For clients licensing Hosted Software 99%
Uptime
Support and Maintenance Handbook Hosted&Non-Hosted ,- _ 9 ' l •�'1*79+5 j �!h}�
Version:05/10/13
1605
SERVICES NOT INCLUDED
The following supplies and services are excluded from Support and Maintenance:
• Services required to remedy problems that stem from changes to or defects in system configuration upon
which the Software was originally installed
• Services required to remedy problems which do not stem from any defect in the Software
• Services required to remedy problems caused by lack of training of Client's personnel
• Improper treatment or use of the Software
• Onsite or remote training services
• Full report customization service
• Database-specific services or assistance
RESTRICTIONS
The following actions will void Active's obligations under this Support and Maintenance Handbook:
• The use of any other application that modifies data in the database,whether created by you or otherwise
• The use or creation of third party applications that work in connection with Active's application or
application database without prior written notification and consent from Active
Support and Maintenance Handbook Hosted&Non-Hosted • te/iars you" WE?
Version:05/10/13 -...
16L5
HOLIDAY HOURS(US AND CANADA)
Holiday Open with Closed
reduced staff
New Year's Day(January 1st) ✓
Martin Luther King Day(3rd Monday in January) ✓
President's Day(3rd Monday in February) ✓
Good Friday(Friday before Easter) ✓
Victoria Day(3rd Monday in May) ✓
Memorial Day(Last Monday in May) ✓
Canada Day(July 1st) ✓
Independence Day(July 4th) ✓
Civic holiday(1st Monday in August) ✓
Labor Day(1st Monday in September) ✓
Canadian Thanksgiving/Columbus Day(2nd Monday in October) ✓
Remembrance Day/Veteran's Day(November 11th) ✓
US Thanksgiving(4th Thursday in November) ✓
Day after US Thanksgiving(4th Friday in November) ✓
Christmas Day(Dec.25th) ✓
Boxing Day(December 26th) ✓
New Year's Eve(December 31st) ✓
Support and Maintenance Handbook Hosted&Non-Hosted 61#1175 uKedk r`
Version:05/10/13
1605
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1605
EXHIBIT "E" - IT DOCUMENTS
(following this page)
38
16D5
C=oirte-r Corm '
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(Tu Nombre)X
Employer.(Empleador)x Job Title(Thule de Empieo)X
I understand that Collier County Ordinance No.0452 was amended in October 2007,and requires stateand
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 andwill be paid by check or
money order made out to "BCC". Vendors/contractors/bidders must also presentthe company's E-Verify's
profile page.
I,x (Please print legal name/ Escribe su nombre con Tetras de molde) have read
and understand the information above regarding the fingerprinting requirements.
Signature(Flrma)x Date(Fecha)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: @colliergov.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@colliereov.net.
1605
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. FBI/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 age.ncy..
Employee/Contractor Signature Building Automation Technician
G:\Building OperationstOperations Center(New UNDER CONSTRUCTION)\Forrns-
Procedures-ManualstFo rms
1605
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
16135
Information Technology Department
Co IT Service Desk.
o e r County Phone(239)252-8888
Fax(239)252-6346
I_. 4. 0 ..! ! ° ' .1..'L 1 11
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 BCCAccountRequest @colliereov.net
What kind of account do you require? (select one)
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 **Access Agreement form required Service Account(Requires IT approval)
Board Member Distribution list
RVolunteer/Intern Existing accounts
External Government Agency Complete Section 3
0 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:
gEmail account(included for all BCC Employees) VPN access
City View Facilities Work Order Request System
Ed Agenda ❑SAP
Other special applications or Distribution lists
Revision 2011-1004
1
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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) 0 Permanently delete account SAP#:
❑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
1605
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 1,2005]
§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
laws 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
(IT)Department.
(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 09,15-2407
161) 5
OI HCE 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 IT 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
firewall.
(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 chic 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 Note:See CMA.5300,Third Party Access Policy,and its accompanying attachments.
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§ 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
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CMA #5403
THIRD PARTY ACCESS POLICY
§5403-1.Purpose. §5403-6.Currency.
§5403-2.Concept Third Party Network Access
:5403-3.Policy. Agreement
§5403-4.Enforcement
§5403-5.Definitions.
[Effective Date:January 1,20051
§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. Editor's Note:See toe Third Party Network Acceu Agreement at the end of this CMA.
5403':1 og-15.2907
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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:2
(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 pass-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 connected 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 individtitls 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 am. 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. Eater's Note:See CMA 5405.
3. .Editor's Note:See CMA 5402.
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5403-5 THIRD PARTY ACCESS POLICY §5403-6
§5403-5.Definitions.
As used in this CMA,the following terms shall have the n earrings 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
VPN(Virtual Private Network) —An encrypted connection to the CCBCC network via the
Internet.
§5403-6. Currency.
The Information Technology Department is responsible for nurintnining the currency of this
Instruction.
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THIRD PARTY ACCESS POLICY
CMA 5403 Attachment 1
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
1:1 09.15-2007
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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 16,
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.
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CMA 5405
G. NETWORK — The data, voice, and multimedia communication system made up of devices
(switches/routers I 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)(eg.credit card and bank account numbers)and personal identifying
information (PH) (e.g social security numbers), addresses and names of judges and law
enforcement officials,and other data exempted from the State of Florida's Public Records Laws
by statute.
J. SLATE—a form factor for a computing device that meets the following criteria:
1. Does not mn 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 coinniunications. 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,staf,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 staff's 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 CMA 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.
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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
whowill 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: sitesvisited, 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,created 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:.
I) 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:
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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 access 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 togged 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
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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.
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CMA 5405
e. County Employees are not permitted to subscribe to information services without the
approval of their supervisor.
f 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. E-mail
1) All a-mails 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 a-
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-mailing for business purposes must be coordinated with the IT Service Desk.. Non-
business related mass e-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.
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CNIA 5405
7) Inappropriate content may not be sent by e-mail or other
meselectronic
age won
displayed on or stored'in the County's computers. received that contains
to
intimidating, hostile, offensive or inappropriate content should be reported
management so that appropriate measures can be taken.
8) Users must not originate or forward any a-mails with inappropriate content as defined in
section 2(E)and 3(D)6.Reference CMA 5311.1(Standards of Conduct).
messages with inappropriate content as defined in section 2(E) or
9) Users receiving e-mail notify manager,or department director. Reference
notify their supervisor,manag.
3(0)6 must immediately �Y
CMA 5311.1(Standards of Conduct). provided (1)the date and time the e-mail was
a. The following information must be pr
sent/received; (2) the sender's e-mail address (or, if unavailable, any identifying
information);(3)and the subject line. specified in Section D.(8}a is
b. Do not forward the e-mail. Once the information
passed onto a supervisor,the e-mail should be deleted.
from their employees shall
c. Supervisors,managers or directors receiving oyees all
provide these reports to the HR Generalist for their department/division.
implicit
Additionally,if the user reports having received repetitive inappropriate e-
mails from the same external sender,these reports and all supporting documentation
should be provided to the IT Service Desk as well as Human Resources.
d settings should be professional�in nature and refl ect
10)Signatures, and background
positively on the County.
a. Signatures may contain some or all of the following: Name, Agency Name,
Department/Division, Title, Address, Telephone Number,Fax Number, Cell Phone
Number, e-mail Address. Colors and fonts other than the default settings are
acceptable. inspirational, or political messages are subject to
b. Tag lines conveying. personal, �p contain agency,
interpretation and are, therefore, prohibited. Tag lines may
department or division mottos,mission backgrounds should be used in e-mail settings.
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. purchasing technology are on the Agency's Intranet
b. The processes and procedures for p
and updated periodically. Improperly purchased technology items may be refused
network access.
c. The use of personally owned computing such devices is permitted but such devices will be
limited to publically available websites and internet resources. y owned
computing devices are not managed by the IT Department and are not permitted
access to the Agency's business network.
d. SLATE computers may be approved for purchase for special purpose applications in
limited numbers after review and approval by the IT Department. At this time
SLATE computers are not managed ,
ed by the IT Department and are not permitted
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CMA 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 like 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
devices 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,uninstall 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, Internet 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
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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
I) 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 permittedto install executable software
on IT Assets,unless they have an agreement authorized by the Director,Information
Technology todo 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-couipliance
with any licensing agreement.
L 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
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CMA 5405
or violation of copyright law should immediately report the incident to their
immediate supervisor.
CF. 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 dam;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 communications 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/unencrypted 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 hi 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(PFI)(e.g. credit
card and bank account numbers) and personal identifying information (PU) (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
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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 PIT 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
shn1l 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.
IL 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.
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CMA#5905
RESTRICTED NETWORK ACCESS AGREEMENT
§5905-1.Purpose. §5905-3,Guidelines.
§5905-2.Definitions. §5905-4.Currency.
[Effective Date:April 1,20061
§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 mailings 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 Porm.
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.
5105:1 09-13.2807
1605
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 09.15 2007