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#17-7160 (Cartegraph Systems) Cartegraph Master Agreement Agreement No.#MA265 This Agreement is by and between Cartegraph Systems, Inc., an Iowa corporation having its principal place of business at 3600 Digital Drive, Dubuque, Iowa, 52003 ("Cartegraph"or"Contractor"),and Collier County, Florida, a subdivision of Collier County, FL("Customer")with an address of do Operations Support Division, Growth Management, 2885 South Horseshoe Drive, Naples, FL 34114 dated June 27,2017. This Agreement is intended to serve as the primary controlling agreement between the parties.This Agreement includes the following terms and conditions, as well as all Exhibits and Addendums to this Agreement, Purchase Agreements,and all other future agreements referencing this Agreement which Cartegraph and Customer may execute from time to time for the purchase of Software, Support, Services and Hosting. Collectively these are referred to as"Products". The terms and conditions herein provided shall be controlling as between Cartegraph and Customer unless specifically superseded by an Exhibit to this Agreement,a contemporaneously or subsequently executed Purchase Agreement,or any other contemporaneously or subsequently executed agreement specifically referencing this Agreement. BY EXECUTING THIS AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS AND CONDITIONS ON THE FOLLOWING PAGES IN ADDITION TO ANY EXHIBITS AND PURCHASE AGREEMENTS AND CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT. Cartegraph Systems, Inc. Collier y Board By ,,>'"----,__- __ By ature) ignature) / Ben Murray Penny Taylor (Type or print name) (Type or print name) Title CFO / Title Chairman Date 6/ i Date (.1/2 7/17 CaFegraph's Witnesses: frspriy • First Witness ii,4.0 il 6 0.4/4/vp_f Type/Print Witness Name . ())),4&-)96( Second Witnes WOO OCJC, Type/Print Witness Name ATTEST A•:'"over as to Form' d L gality: Dvvigh E. Brock, Cle t�f Courts t j Attest a'to C '--' - Scott R. Teach, Deputy County Attorney s!gnattriii Dated: II_ 1 Cartegraph_MPA 04-2013 The following are the terms and conditions under which Cartegraph licenses its Software and provides Support, Services and Hosting as listed in the Exhibits and Purchase Agreements referencing this Agreement. 1. Grant of License to Software. A. Cartegraph is licensed by third parties ("Third Party Licensors")to sublicense certain third party software products to Customer and to offer services to Customer for these third party software products under this Agreement. B. Each Software product, including all data programs or set of programs, or routines and subroutines, consisting of a series of instructions or statements in machine readable form, and including any documentation relating to or describing such Software, such as, but not limited to manuals, online documentation and user instructions, flow charts, database schemas and improvements or updates provided by Cartegraph (collectively"Software"), is furnished to Customer under a personal, non-exclusive, nontransferable limited license solely for Customer's own internal use on Host Computer System (as defined below) and with Customer's Clients. 1. Host Computer Systems, if applicable, are Servers owned or controlled by Cartegraph that Customer may access under this Agreement(the provision of this service is herein referred to as"Hosted"or"Hosting"). 2. Servers are personal computers, minicomputers, mainframes,workstations, and terminal devices that interact with Client Software and have been approved by Cartegraph or Third Party Licensors for operation of Software. 3. Server Software is a copy of Software residing on a server, multiple servers, or a Host Computer System. 4. Clients are personal computers, minicomputers, mainframes,workstations, mobile devices, and terminal devices that interact with Server Software and have been approved by Cartegraph or Third Party Licensors for operation of Software. 5. Client Software is a copy of Software residing on a Client that interacts with Server Software. 6. Data Files are those files which contain data that is input by the Customer during the use of the Software. C. Customer agrees that the number of users licensed will be listed in the Purchase Agreement and only that number of users may use the Software at any given time. 1. If Customer has purchased a Per-User License, as indicated in the Purchase Agreement, only a finite number of licenses have been purchased by Customer and only that finite number of users may access and use the Software at any given time.The specific number of licenses purchased shall be identified in the Purchase Agreement. 2. If Customer has purchased an Unlimited License, as indicated in the Purchase Agreement, all employees of Customer are considered to be licensed to access and use the Software at any given time. Such Unlimited License applies only to employees of Customer and does not allow the access or use of the Software by any independent contractors, affiliated entities or organizations, or any other individual, party, or entity that is not an employee of Customer. D. Customer agrees the Software license for the Software is limited as follows: 1. Browser Based User—Each browser based user is defined by unique ID and password. 2. For Server Software—one copy of Server Software for each Server or, if Hosted, no copies of Server Software for a Server that is not a Host Computer System. E. Customer agrees that this license does not permit Customer to: (1) use the Software for a service bureau application or(2) sublicense the Software. F. Except as set forth in this Agreement or as may be permitted in writing by Third Party Licensors, Customer shall not use, provide or otherwise make available the Software or any part or copies thereof to any third party. G. Customer shall not, and shall not permit others to: 1. Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from the Software; 2. Modify, translate, adapt, alter, or create derivative works from the Software; 3. Copy, (other than one back-up copy), distribute, publicly display,transmit, sell, rent, lease or otherwise exploit the Software;or 4. Distribute, sublicense, rent, lease, loan (or grant any third party access to or use of)the Software to any third party. H. Customer may make copies of the Client Software for archival purposes. The Server Software may not be copied, in whole or in part. 2. Title to Software and Data Files. 1110 2 Cartegraph_MPA 04-2013 A. Ownership of the Software, any portions thereof and any modifications, translations, or derivatives thereof, even if unauthorized, remains with Cartegraph or Third Party Licensors, as do all applicable rights in patents, copyrights and trade secrets and any other proprietary rights in the Software. Software provided hereunder is valuable, proprietary and unique, and Customer agrees to be bound by and observe the proprietary nature thereof as provided herein. B. Customer acknowledges that unauthorized reproduction, use, or disclosure of the Software or any part thereof may cause irreparable injury to Cartegraph or Third Party Licensors,who may therefore be entitled to injunctive relief to enforce these license restrictions, in addition to any other remedies available at law, in equity, or under this Agreement. C. Customer agrees that Cartegraph or Third Party Licensors may audit Customer's Software usage remotely or on-site during Support, Services or Hosting or upon reasonable notice and during standard business hours. Prevention of audit by Customer may be grounds for termination of this Agreement. D. Cartegraph agrees that ownership of data in Data Files remains with Customer. However,Customer agrees that Cartegraph may access Data Files and grants Cartegraph a license to use the data for 1) internal business purposes to evaluate the use and operation of the Software, Support, Services or Hosting; and 2) marketing purposes provided that any information shared with third parties is anonymized and/or aggregated so that Customer cannot be identified from the information. 3. License Fees, Support Charges, Services and Hosting Charges. A. Customer agrees to pay the license fees for the Software, Support charges, Services charges and Hosting charges as set forth in the Purchase Agreement for each Product. B. Cartegraph agrees that the total amount listed in the Purchase Agreement shall be considered the not-to-exceed price for the Software, Support, Services and Hosting included in that Purchase Agreement. Hosting includes 50G of available file storage. If additional storage is required,the Customer can purchase in 50G increments. C. Customer agrees that all payments are due 30 days from date of invoice and Customer shall be in default if amounts due have not been received in that time period. Customer's default will constitute sufficient cause for Cartegraph to suspend or terminate the Software license, Support, Services and Hosting under this Agreement. D. Customer shall be invoiced for Software, Support, Hosting and hardware upon delivery. Customer shall be invoiced for Services as set forth in the Purchase Agreement. E. Customer shall reimburse Cartegraph for reasonable expenses incurred during the provision of Support, Services or Hosting. Reasonable expenses include, but are not limited to,travel, lodging, and meals. Expenses are billed based on actual costs incurred. Estimated expenses shall be included in each Purchase Agreement and include the number of trips to customer site. Cartegraph shall not exceed the estimated expenses without written approval from Customer. 4. Delivery and Installation. A. On-Site Installation 1. This subsection "A" regarding On-Site Installation shall apply if Customer elects, as indicated in the Purchase Agreement,to have Software and Products installed on Customer's Servers and Client computers at Customer's facilities ("On-Site") instead of utilizing Cartegraph Hosting Services. a. Execution of a Purchase Agreement by Customer shall be considered as Customer's notification to Cartegraph to proceed with delivery of the Products identified in the Purchase Agreement. b. Delivery of Software and Support shall take place reasonably quickly after execution of the Purchase Agreement. Cartegraph shall provide access to the Software to Customer in a downloadable form. Notification by Cartegraph that Software is available for download shall constitute delivery of Software and Support, regardless of when Customer downloads the Software. c. Customer shall be responsible for installation of the Client Software on Customer's Clients, unless agreed otherwise. d. After execution of the Purchase Agreement, delivery of Services will be scheduled in cooperation with Customer. Customer shall remain responsible for Service charges even if Services are not delivered. e. Any hardware included in the Purchase Agreement shall be ordered after execution of the Purchase Agreement. Delivery of hardware will be scheduled in cooperation with Customer. B. Hosting 1. This subsection"B" regarding Hosting shall apply if Customer elects, as indicated in the Purchase Agreement,to utilize the Hosting services offered by Cartegraph instead of having the Software installed On-Site, as described in the previous subsection. 3 Cartegraph_MPA 04-2013 a. Execution of a Purchase Agreement shall be considered as Customer's notification to Cartegraph to proceed with delivery of the Software and Services as indicated in the Purchase Agreement. b. Delivery of Software, Support, and Hosting shall take place reasonably quickly after execution of the Purchase Agreement. Cartegraph shall provide access to the Server Software to Customer on a Host Computer System. Notification by Cartegraph that Server Software is available for access shall constitute delivery of Server Software, Support and Hosting, regardless of when Customer first accesses the Server Software. c. Cartegraph shall be responsible for installation of the Server Software on Cartegraph's Host Computer System. Customer shall be responsible for installation of the Client Software on Customer's Clients, unless agreed otherwise. d. After execution of the Purchase Agreement, delivery of Services will be scheduled in cooperation with Customer. Customer shall remain responsible for Service charges even if Services are not delivered. e. Any hardware included in the Purchase Agreement shall be ordered after execution of the Purchase Agreement. Delivery of hardware will be scheduled in cooperation with Customer. 2. Hosting Services a. Cartegraph will install, and operate Server Software on one or more Host Computer Systems. b. Cartegraph will provide all equipment, software and services necessary for the operation, maintenance and support of one or more Host Computer Systems and the Server Software. Cartegraph may contract with third parties for all or part of such equipment, software and services("Third Party Hosts"). Cartegraph reserves the right to change the configuration of the Host Computer System and the Server Software and to change or delete such equipment or software at any time, but Cartegraph shall make the Software compatible with such change or deletion without additional charge to Customer. c. Customer shall have access to and be permitted to use the Server Software via Clients. d. Customer shall provide a computing and networking environment that meets the minimum requirements set forth in Cartegraph's published specifications. e. Customer shall be responsible for all bandwidth between Host Computer System and Clients and in such amounts as to provide reasonable responsiveness of the system. f. Cartegraph shall perform a full back-up of data files on a daily basis. The daily full back-up will be retained for(14)fourteen days and then deleted unless customer contracts for additional days. Cartegraph's hosting services uses RAID 10 which both mirrors the data and stripes across multiple drives creating redundancy. Cartegraph hosting services have dual redundancy with offsite back-up storage and a back-up data centers g. The Host Computer System shall be used by Customer only for purposes relating to Customer's own use of the Software. Customer shall have no right to assign any of its rights under this section. h. Customer agrees that it shall be bound by the terms and conditions of any agreement between Cartegraph and any Third Party Hosts that relate to the use and operation of Host Computer Systems. Cartegraph will apprise Customer of the terms and conditions of such agreements from time to time. i. Cartegraph will take reasonable precautions to guard against unauthorized access to Data Files. However, Cartegraph assumes no responsibility that the Software will be used properly. j. Customer shall have the right to receive Data Files within sixty (60) days of termination of any Hosting on the condition that customer has paid all outstanding invoices owed to Cartegraph. 3. Availability of Host Computer System. a. If Cartegraph contracts with a Third Party Host to provide Hosting, the service level provided by the Third Party Host shall be the service level provided by Cartegraph to Customer, except as required for Cartegraph to provide Support under this Agreement. b. In general, Server Software will be available for use and access by Customer 24 hours a day, 7 days a week, except for scheduled maintenance to take place at commercially reasonable times. Furthermore, if access to the Server Software becomes a problem, then Cartegraph shall provide Support in view of the severity of the problem. c. Server Software will be available for use and access by Customer during back-up activities performed by Cartegraph. 4 Cartegraph_MPA 04-201 5. Support. A. Scope of Support. Support includes the response to and resolution of Customer-encountered problems with the Software as reported to Cartegraph by Customer. 1. Resolution of Customer-encountered problems shall, at Cartegraph's option, consist of(1) maintenance provided through telephone, email or remote access; (2) correction of the problem in the Software program; or(3)delivery of bug fixes or workarounds limited to the current or immediate prior Software release. 2. Cartegraph will only support licensed Software located on Servers or Clients. Cartegraph will use commercially reasonable efforts to respond to Customer problems according to the priority level of the problem. 3. Support may also include upgrades to Software. B. Support Limitations. Any Support is dependent upon the use by Customer of unmodified Software (except as authorized by Cartegraph) operated in accordance with Cartegraph's documentation. Support specifically excludes the following: (1) Support to a version of Software other than the current or immediate prior release; (2) efforts to restore a release of the Software beyond the current or immediate prior release; (3)efforts to restore a Customer Data File beyond the most recent back-up; and (4)efforts to convert a Customer Data File to another format. As part of Support, Cartegraph is under no obligation to modify the Software so that the modified Software would depart from Cartegraph's published specifications for the Software. 6. Professional Services. A. The professional consulting services and deliverables to be performed or delivered by Cartegraph under this Agreement may include, but are not limited to: consulting, network engineering, systems integration, hardware installation, special studies, pre-installation support, installation of Client Software, installation support,training, custom Software modification,tools/utilities components, programming and documentation, data conversion, application design and development, systems analysis and design, conversions, implementing planning and implementation of the Software (collectively referred to as the"Services"). B. Services shall only be provided as the result of a Purchase Agreement and any attached statements of work. C. Services will be provided during the hours of 7:00 a.m. to 7:00 p.m., Central Standard or Central Daylight Time, whichever is applicable, Monday through Friday excluding holidays. 7. Customer's Responsibilities. A. Customer is responsible for maintenance and installation of any Clients, common carrier equipment or communication equipment related to the operation of the Software and not furnished by Cartegraph. Before Customer introduces equipment not within Cartegraph's published specification, Cartegraph must approve the additional equipment. B. Customer is responsible for charges incurred for communication facilities at Customer's facilities,whether incurred by Customer or by Cartegraph Support representatives while performing Support on the Software. C. Customer is responsible for performing Software back-ups in accordance with published documentation. D. Customer shall notify Cartegraph of any problem and shall allow Cartegraph reasonable access to the Software for performing Support, Services or Hosting. E. Customer shall furnish Cartegraph, at Customer's expense, all technical data and information as may be necessary to furnish Support, Services or Hosting. F. Customer shall grant Cartegraph access to Servers and Clients as may be necessary for the adequate delivery of the Support, Services or Hosting. 8. Software Modification. Cartegraph and Third Party Licensors will not be responsible to Customer for loss of use of the Software or data or for any other liabilities arising from alterations, additions, adjustments or repairs which are made to the Software by Customer or third parties. Cartegraph reserves the right to terminate the Software license, Support, Services or Hosting under this Agreement upon written notice to Customer if any such alteration, addition, adjustment or repair adversely affects Cartegraph's ability to render Support, Services or Hosting. 9. Term. A. Unless terminated by Cartegraph in accordance with this Agreement,the term of the Software license, Support and Hosting shall begin upon the execution of a Purchase Agreement and shall continue for the period of time identified in that Purchase Agreement. B. Support for any subsequently added components or upgrades shall be either coterminous with the term of Support applicable to the Software initially covered or as otherwise agreed and stated in the Purchase Agreement. C. If Customer elects to purchase Services, then Services shall terminate as agreed in the appropriate Purchase Agreement. 5 Cartegraph_MPA 04-2013 D. Unless otherwise stated in the most recently executed Purchase Agreement,this Agreement and the Purchase Agreement shall automatically renew at the then current rates for a one (1)year term beginning on the first day following the date identified in the Purchase Agreement as the end of the term of this Agreement. Such automatic renewal shall continue after the end of each successive year until a new Purchase Agreement is executed or until Customer or Cartegraph terminate this Agreement as provided for herein. E. If this Agreement and the most recently executed Purchase Agreement are automatically renewed under the terms of the previous paragraph "D", there shall be an automatic increase of up to five percent(5%)annually to all prices that were in effect during the immediately previous term. F. If Customer wishes not to renew this Agreement, Customer must provide written notice of Customer's intent not to renew this Agreement at least ninety(90)days prior to the end of the term then in effect. G. Notwithstanding anything to the contrary in this Section, Support, Services and Hosting shall terminate immediately upon termination of this Agreement. 10. Termination. A. Notwithstanding the foregoing, Cartegraph shall have the right to terminate this Agreement if Customer fails to pay any and all required license fees, Support charges, Services charges, Hosting charges or otherwise fails to comply with this Agreement or the terms and conditions of any applicable Third Party Licensor agreement. B. Upon expiration of the license term or upon notice of such termination, Customer shall immediately return or destroy the Software and all portions and copies thereof as directed by Cartegraph or Third Party Licensors and, if requested by Cartegraph or Third Party Licensors, shall certify in writing as to the destruction or return of the same. C. Any termination of this Agreement shall automatically terminate Support, Services and Hosting provided under any Purchase Agreement or Statements of Work, unless otherwise agreed.All confidentiality and non-disclosure obligations shall survive any such termination. D. Customer shall have the right to terminate this Agreement, according to the terms provided herein, by returning or destroying the Software and all portions and copies thereof and certifying in writing as to the destruction or return of the same. E. If Customer wishes to terminate this Agreement prior to the end of the term of this Agreement as identified above or in the appropriate Purchase Agreement, Customer must provide Cartegraph with written notice of such intent to terminate at least ninety(90)days prior to such termination.Any such termination by Customer shall subject Customer to the cancellation fee identified below. F. If Customer terminates before the date set in the Purchase Agreement, Customer shall pay a cancellation fee equal to 80%of the remainder of licensing fees, Support charges and Hosting charges due under this Agreement.There shall be no cancellation fee for Services not yet performed. However, no matter the reason, Customer's termination shall not relieve it of the obligation to pay any amounts already due under this Agreement. G. Provided however, if Customer is a governmental entity and Software, Support, Services or Hosting are not funded for future fiscal years under the appropriate legal budgeting process for such governmental entity, Customer may terminate for future fiscal years with the cancellation fee identified in the previous paragraph reduced from 80%to 20%.There shall be no cancellation fee for Services not yet performed. However, no matter the reason, Customer's termination shall not relieve it of the obligation to pay any amounts already due under this Agreement. H. Cartegraph shall have the right to terminate Hosting, if Hosting services are being provided, by giving at least ninety (90)days written notice that Cartegraph cannot meet its obligations of availability of the Host Computer System. I. In addition to the right of termination provided to Cartegraph under other sections of this Agreement, Cartegraph shall have the right to terminate the Software license, Support, Services and/or Hosting upon the occurrence of any of the following events: 1. Customer's oldest invoice is ninety(90) days past due. Support hold will be initiated when customer's oldest invoice is thirty(30) days past due or, 2. Subject to applicable law, the appointment of a receiver,trustee in bankruptcy or similar officer for the equity or assets of Customer, or 3. There is an assignment of this Agreement without the prior written consent of Cartegraph. J. Termination shall not be Cartegraph's exclusive remedy and termination shall not adversely affect any claim for damages against Customer. 11. Limited Warranty. A. Cartegraph warrants that it has the right to sublicense the Software being licensed hereunder pursuant to the terms provided herein. B. Cartegraph warrants that the Software will conform to Cartegraph's published specifications until Support ends. 6 Cartegraph_MPA 04-2013 C. Provided that the Software is used in a manner for which it was designed as set forth in the Software, Cartegraph's sole obligation and liability hereunder for the Software shall be to use reasonable efforts to remedy any substantial non-conformance which is reported to Cartegraph. In the alternative, Cartegraph may refund amounts paid by Customer pursuant to Purchase Agreements for such Software products. D. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE LICENSED HEREUNDER. E. SUPPORT, SERVICES AND HOSTING SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,WITHOUT LIMITATION,ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUPPORT, SERVICES AND HOSTING PROVIDED UNDER THIS AGREEMENT DO NOT ASSURE THE UNINTERRUPTED OPERATION OF THE SOFTWARE. F. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THE SOFTWARE LICENSE, SUPPORT OR SERVICES. THE REMEDY SET FORTH IN THIS SECTION IS CARTEGRAPH'S SOLE LIABILITY, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, IN LIEU OF ALL OTHERS, FOR ANY BREACH BY CARTEGRAPH OF ITS SOFTWARE, SUPPORT, SERVICES AND HOSTING WARRANTIES HEREUNDER. 12. Limitation of Liability.TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW: A. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING,WITHOUT LIMITATION, LOST PROFITS OR LOSS OF DATA, HOWEVER ARISING, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; B. EXCEPT FOR DAMAGES RESULTING FROM BODILY INJURY OR PATENT OR COPYRIGHT INFRINGEMENT, AS DISCUSSED BELOW, IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EXCEED THE AMOUNT PAID BY CUSTOMER TO CARTEGRAPH DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING CAUSE TO SUCH LIABILITY. C. If Cartegraph will provide Support or Services at Customer's location, liability of Cartegraph arising out of bodily injury, shall not in any event exceed the limits of its insurance coverage. 13. Insurance. If Cartegraph will provide Support or Services at Customer's location, Cartegraph will carry commercial general liability insurance with a limit of$1,000,000 per occurrence and a$2,000,000 aggregate limit, business auto liability insurance with a limit of$1,000,000 and workers compensation insurance with statutory coverage. Cartegraph agrees to hold harmless and defend Customer and its agents, officials and employees from bodily injury and property damage claims related to or caused by the sole negligence of Cartegraph employees or contractors. 14. U.S. Government Restricted Rights.The Software is commercial software and the Software is provided with restricted rights. Use, duplication or disclosure by the Government is subject to restrictions as set forth in paragraph (c)(1)(ii)of the Rights in Technical Data and Computer Software Clause at DFARS 252.227-7013 of subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. 15. Employees and Conflicts of Interest.This Agreement shall not prevent Cartegraph from performing similar services or restrict Cartegraph's use of the employees or contractors provided under this Agreement. 16. Proprietary Rights and Confidential Information of Cartegraph. A. Certain information and materials supplied by Cartegraph with the Products, such as, without limitation, deliverables, manuals, diagrams, drawings, plans, flowcharts, software, technical processes and formulae, source codes, product designs, sales, costs and other unpublished financial information, product and business plans, usage rates, relationships, projects and data, are Cartegraph's or Third Party Licensors'confidential or proprietary trade secrets (the"Confidential Information") and Cartegraph furnishes them solely to assist Customer in the installation, operation and use of Software. Customer must not reproduce, copy or disclose such Confidential Information except as is reasonable and necessary to properly use Software. Nothing herein shall restrict Customer from complying with its obligations under any law requiring disclosure, but Customer shall give Cartegraph five days prior notice before any release of Confidential Information. B. Customer acknowledges and agrees that Cartegraph or Third Party Licensors shall suffer irreparable injury not compensable by money damages and therefore shall not have an adequate remedy at law in the event of an unauthorized use of proprietary rights or an unauthorized use or disclosure of any Confidential Information in breach of the provisions of this Agreement.Accordingly, Cartegraph or Third Party Licensors shall be entitled to injunctive relief to prevent or curtail any such breach,threatened or actual. The foregoing shall be in addition and without prejudice to such rights that Cartegraph or Third Party Licensors may have at law or in equity. 17. Proprietary Information of Customer. A. In order to provide Products under this Agreement, Customer may, from time to time, disclose to Cartegraph certain information respecting Customer's technical,financial, statistical and personnel data, (hereinafter"Information").Any 7 Cartegraph_MPA 04-2013 such Information which is submitted in writing to Cartegraph by the Customer and which is clearly and conspicuously marked as confidential shall be protected by Cartegraph against unauthorized disclosure by using the same degree of care and discretion that Cartegraph uses with similar Information which Cartegraph does not want disclosed to third parties. However, Cartegraph shall not be required to protect Information which (a) is or becomes publicly available, (b) is already in Cartegraph's or its related companies' possession, (c) is independently developed by Cartegraph outside the scope of this Agreement, or(d) is rightfully obtained from third parties. Cartegraph's obligations under this Section shall cease immediately upon return to Customer or destruction by Cartegraph of such Information. B. Cartegraph shall not be required to protect any ideas, concepts, know-how, or techniques relating to data, electronic document processing and image processing developed or resulting from the Information or the Services provided under this Agreement. 18. Infringement Indemnification. A. Cartegraph or Third Party Licensors will defend any action, suit or proceeding brought against Customer if based on a claim that Products infringe any United States patent or copyright of any third party("Intellectual Property") provided that Customer promptly notifies Cartegraph or Third Party Licensors immediately and gives Cartegraph or Third Party Licensors full authority, information and assistance for the action's defense. Cartegraph or Third Party Licensors will pay all damages and costs awarded therein against Customer, but shall not be responsible for any compromise made without its consent. Cartegraph or Third Party Licensors may, at any time it is concerned over the possibility of such an infringement, at its option and expense, replace or modify Products so that infringement will not exist. In the alternative, Cartegraph may remove a component of Products involved and refund to Customer the price as depreciated by an equal annual amount over five (5) years. B. Cartegraph and Third Party Licensors shall have no liability to Customer if any Intellectual Property infringement or claim thereof is based upon the use of Products in connection or in combination with equipment, devices, or software not supplied by Cartegraph or used in a manner not expressly authorized by this Agreement or in a manner for which Products were not designed, or if the claim of infringement would have been avoided but for Customer's use of software other than the latest, unmodified release of Software made available to Customer by Cartegraph. C. Customer shall indemnify and hold Cartegraph and Third Party Licensors harmless from any loss,cost or expense suffered or incurred in connection with any claim, suit or proceeding brought against Cartegraph or Third Party Licensors so far as it is based on a claim that the use, sale or licensing of any Products delivered hereunder and modified or altered or combined with any products, device,or software not supplied by Cartegraph hereunder constitutes an infringement because of such modification, alteration or combination. 19. Miscellaneous. A. Taxes. Customer shall pay all taxes, levies and similar governmental charges, however designated, and all liabilities with respect thereto which may be imposed by any jurisdiction, including,without limitation, customs, privilege, excise, sales, use,value-added and property taxes levied or based on gross revenue or operation of this Agreement, except those taxes based upon Cartegraph's net income. B. Relationship of the Parties: Cartegraph and Customer are independent of each other.This Proposal does not and is not intended to create in any way or manner or for any purpose an employee/employer relationship or a principal- agent relationship. Neither party is authorized to enter into agreements for or on behalf of the other, to create any obligation or responsibility, express or implied,for or on behalf of the other, to accept payment of any obligation due or owed the other, or to accept service of process for the other. Cartegraph is an independent contractor, customarily engaged in the performance of similar services for other parties. C. Attorney's Fees/Legal Proceedings: In the event of any litigation or other proceeding between the parties relating to this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and other reasonable costs incurred in connection therewith and in pursuing collection, appeals and other relief to which that party may be entitled. D. Export. Customer agrees that the Software, Support, Services and Hosting purchased hereunder will not be exported directly or indirectly, separately or as part of any system,without first obtaining a license from the U.S. Department of Commerce or any other appropriate agency of the U.S. Government, as required. E. Assignment. Customer may not assign,voluntarily or by operation of law, any of its rights or obligations in this Agreement except with Cartegraph's prior written consent.This Agreement will be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. F. Waiver. The parties' rights and remedies are separate and cumulative. Neither parties'waiver nor failure to exercise in any respect any right or remedy provided in this Agreement is a waiver of any future right or remedy hereunder. G. Force Majeure. If any cause beyond Cartegraph's reasonable control prevents Cartegraph from performing under this Agreement by a given date or time, Cartegraph's performance will be automatically postponed. c�+yq 8 Cartegraph_MPA --LT H. Choice of Law. Cartegraph agrees that jurisdiction and venue are proper in the state where the Customer has its principal place of business and that the law of the state where the Customer has its principal place of business shall govern any litigation that results from this Agreement. I. Severability.The invalidity of any provision of this Agreement will not affect the validity and binding effect of any other provision. J. Notice. Notices hereunder must be sent to the addresses on the face of this Agreement, or to such other addresses as specified by a notice complying with this provision. Notice is effective on the earlier of actual receipt or five days after deposit in the mail. Notices in the form of a fax or email are acceptable. Notices must be sent to the attention of the person signing on behalf of the party. K. Entire Agreement.This Agreement constitutes the entire agreement between the parties on the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations and proposals,written or oral between Cartegraph and Customer.This Agreement is not an acceptance of any conflicting terms and conditions and will prevail over any conflicting Customer's terms and conditions. Notwithstanding the foregoing, Customer agrees and acknowledges that the license(s)granted hereunder to Customer may be subject to additional terms and conditions of certain Third Party Licensors,which terms and conditions may be subject to change from time to time without notice at the sole discretion of such Third Party Licensors. A current copy of all such Third Party Licensor terms and conditions can be found at http://www.cartegraph.com/privacy-policv/#third-partv-licenses. L. Amendment. Only a writing executed by authorized representatives of the parties and referenced as an amendment to this Agreement may modify, supplement, or change this Agreement. M. Customer gives Cartegraph permission to use customer's organization name and/or logo for promotional purposes, including, but not limited to industry announcements, public press releases,and customer stories. 9 Cartegraph_MPA 04-2013 ADDENDUM TO CARTEGRAPH MASTER AGREEMENT NO. MA265 THIS ADDENDUM is dated June 27, 2017, and contains terms intended to supersede and clarify the terms set forth in that certain Cartegraph Master Agreement No. MA265, to which this Addendum is attached and incorporated by this reference. Section 1.0 is hereby amended to read, "Customer agrees that the number of users licensed will be listed in the Purchase Agreement and no more than that number of users may use the Software at any given time." Section 1.D.2 is hereby amended to read, "For Server Software—one copy of Server Software for each Server or, if Hosted, no copies of Server Software for a Server that is not a Host Computer System. If customer decides to cease using Cartegraph hosting, the County will be entitled to the same Cartegraph licensing included in the current purchase agreement for deployment on-premise." Section 3.B is hereby amended to read as follows, "Cartegraph agrees that the total amount listed in the Purchase Agreement shall be considered the not-to-exceed price for the Software, Support, Services and Hosting included in that Purchase Agreement. Hosting includes 200 GB of available file storage. If additional storage is required, the Customer can purchase in 50G increments." Section 3.0 is hereby amended to read as follows, "Customer agrees that payments are due upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the"Local Government Prompt Payment Act."Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. and Customer shall be in default if amounts due have not been received in that time period. Customer's default will constitute sufficient cause for Cartegraph to suspend or terminate the Software license, Support, Services and Hosting under this Agreement." Section 3.E is hereby amended to read as follows, "Customer shall reimburse Cartegraph for reasonable expenses incurred during the provision of Support, Services or Hosting. Reasonable expenses include, but are not limited to, travel, lodging, and meals. Travel expenses shall be reimbursed as per section 112.061, Fla. Stat. and must be pre-approved in writing by the County. Estimated expenses shall be included in each Purchase Agreement and include the number of trips to customer site. Cartegraph shall not exceed the estimated expenses without written approval from Customer." Section 4.B.1.d is hereby amended to read as follows, "After execution of the Purchase Agreement, delivery of Services will be scheduled in cooperation with Customer." Section 4.B.2.h is hereby amended to read as follows,"Customer agrees that it shall be bound by the terms and conditions of any agreement between Cartegraph and any Third Party Hosts that relate to the use and operation of Host Computer Systems. Cartegraph will apprise Customer of the terms and conditions of such agreements prior to implementation and from time to time." Section 4.B.3.a is hereby amended to read as follows, "If Cartegraph contracts with a Third Party Host to provide Hosting, the service level provided by the Third Party Host shall be the service level provided by Cartegraph to Customer, as outlined in Exhibit A: SERVICE LEVEL AGREEMENT ("SLA") attached hereto, except as required for Cartegraph to provide Support under this Agreement." Section 9.A is hereby amended to read as follows, "This Master Agreement shall commence on June 27, 2017 and terminate on October 30, 2022. Unless terminated by Cartegraph in accordance with this Agreement, the term of the Software license, Support and Hosting shall begin upon the execution of a Purchase Agreement and shall continue for the period of time identified in that Purchase Agreement." Section 9.D is hereby amended to read as follows, is hereby amended to read as follows, "Unless otherwise stated in the most recently executed Purchase Agreement, this Agreement and the Purchase Agreement may be renewed, one time, at the then current rates and same terms and conditions for up to one hundred and eighty(180) days beginning on the first day following the date identified in the Purchase Agreement as the end of the term of this Agreement." 1 Section 9.E is hereby removed. Section 10.E. is hereby removed. Section 10.F. is hereby removed. Section 10.G is hereby amended to read as follows, "If Customer is a governmental entity and Software, Support, Services or Hosting are not funded for future fiscal years under the appropriate legal budgeting process for such governmental entity, Customer may terminate for future fiscal years. However, no matter the reason, Customer's termination shall not relieve it of the obligation to pay any amounts already due under this Agreement." Section 10.H is hereby amended to read as follows, "Cartegraph shall have the right to terminate Hosting, if Hosting services are being provided, by giving at least ninety(90) days written notice that Cartegraph cannot meet its obligations of availability of the Host Computer System. Should Cartegraph terminate hosting, the customer will receive a backup of the hosted database and be entitled to the same Cartegraph licensing in the current Purchase Agreement for deployment on-premise. Cartegraph will provide a one-time software installation and database restore of the hosted production environment on a customer provided server within ninety (90) days of written notice of termination at no additional cost." Section 10.1.1 is hereby amended to read as follows, "Customer's oldest subscription invoice is ninety (90) days past due. Support hold will be initiated when customer's oldest invoice is thirty(30) days past due or, Section 10.K is hereby added to read as follows, "Should Cartegraph be found to have failed to perform the services in a manner satisfactory to the County and requirements of this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. In the event that the Agreement is terminated, Cartegraph's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Cartegraph shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed or materials not provided." Section 12.B is hereby amended to read as follows, "EXCEPT FOR DAMAGES RESULTING FROM BODILY INJURY OR PATENT OR COPYRIGHT INFRINGEMENT,AS DISCUSSED BELOW, IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EXCEED THE AMOUNT PAID BY CUSTOMER TO CARTEGRAPH DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING CAUSE TO SUCH LIABILITY. ANY IDEMNIFICATION BY CUSTOMER IS SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 768.28, FLA. STAT." Section 12.C. is hereby amended to read as follows, "If Cartegraph will provide Support or Services at Customer's location, liability of Cartegraph arising out of bodily injury, shall not in any event exceed the limits of its insurance coverage. In jurisdictions where limitation of liability for consequential or incidental damages is not permitted, Cartegraph's liability is limited to the maximum extent permitted by law." 2 Section 13. is hereby amended to read as follows, "Insurance. If Cartegraph will provide Support or Services at Customer's location, Cartegraph will carry the following insurance provisions: 1. Worker's Compensation Statutory Limits of Florida 2. Employer's Liability $100,000_Each Accident $500,000 Disease— Policy Limit $100,000_Disease— Each Employee 3. Commercial General Bodily Injury. Property Damage. Personal Injury, Contractual Liability (Occurrence Form) Liability patterned after the current ISO form $2,000,000 General Aggregate $2,000,000_Products& Completed Operations Aggregate $1,000,000_Personal&Advertising Injury $1,000,000_Each Occurrence 4. Indemnification To the maximum extent permitted by Florida law, the Vendor/Consultant shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys'fees and paralegals'fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor/Consultant or anyone employed or utilized by the Vendor/Consultant in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 4. Technology Errors& $1,000,000 per claim Omissions Liability $1,000,000 aggregate Collier County must be named as"ADDITIONAL INSURED" on the Vendor's policy and on the Insurance Certificate for Commercial General Liability and Technology Errors& Omissions Liability. The insurance afforded Collier County as an Additional Insured on the Vendor's policies shall be primary and non- contributory to any similar insurance maintained by, or available for the benefit of, Collier County. 3 CI) Section 16.0 is hereby added to read as follows, "Confidentiality of information contained in this Agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat." Section 18.0 is hereby amended to read as follows,"Customer shall indemnify and hold Cartegraph and Third Party Licensors harmless from any loss, cost or expense suffered or incurred in connection with any claim, suit or proceeding brought against Cartegraph or Third Party Licensors so far as it is based on a claim that the use, sale or licensing of any Products delivered hereunder and modified or altered or combined with any products, device, or software not supplied by Cartegraph hereunder constitutes an infringement because of such modification, alteration or combination. Customer's indemnification is subject to the limits of Fla. Stat., §768.28." Section 19.A is hereby amended to read as follows, "Taxes. Customer shall pay all taxes, levies and similar governmental charges, however designated, and all liabilities with respect thereto which may be imposed by any jurisdiction, including, without limitation, customs, privilege, excise, sales, use, value- added and property taxes levied or based on gross revenue or operation of this Agreement, except those taxes based upon Cartegraph's net income. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its Contractors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531C-1" Section 19.0 is hereby amended to read as follows, "Attorney's Fees/Legal Proceedings: In the event of any litigation or other proceeding between the parties relating to this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and other reasonable costs incurred in connection therewith and in pursuing collection, appeals and other relief to which that party may be entitled, subject to the limits of of Fla. Stat., §768.28." Section 19.E is hereby amended to read as follows, Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent(not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety,together with all Purchase Agreements and Addendums, without the other party's consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, Cartegraph will refund Customer any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties,their respective successors and permitted assigns." Section 19.M. is hereby removed. Section 19.N is hereby added to read as follows, "By executing and entering into this Agreement, Cartegraph 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 and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b)as stated as follows: 4 '90 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract,transfer, at no cost,to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract,the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. Section 19.0 is hereby added to read as follows, "By its execution of this Agreement, Cartegraph acknowledges to comply with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a public entity crime." Cartegraph's proposal dated May 10, 2017 is made an integral part of this Master Agreement. 5 BY EXECUTING THIS ADDENDUM CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS AND CONDITIONS ON THE FOLLOWING PAGES IN AD DITION TO ANY EXHIBITS AND PURCHASE AGREEMENTS AND CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT. 411, Cartegraph terns, Inc. Collier C 1 By By /��✓ 141-41./ �. (S;gnamro) . • ure) iir Ben Murray -nny Taylor (Type or print name) (Type or print name) Title CFO Title Chairman / Date [� --7Z^ Date 6/Z 7//7 Cartegraph's Witnesses. .01f-2-75 rir2...----" First Witness AchI�" J 60` 25 Type/Print Witness Name 1 l Second Witness g, 1, Z,0Jfil-ill MI)b r*. Type/Pr nt Witness Name ,,ATfi •.prov.d as to Form _ . Leg.lity: ,;,' Davi, E. Brock, Cle o`Courts li, AMP -immii- glif 1 AttOst T 'r.; 4/0441 Scott R.Teach, Deputy County Attorney Sir; lq, I Dated : / 1 t; Exhibit A SERVICE LEVEL AGREEMENT ("SLA") This Exhibit is attached to and made part of the Cartegraph Master Agreement("Master Agreement") effective as of the Effective Date specified in the Master Agreement#MA265. Introduction The objective of this SLA is to define the following attributes of the Cartegraph services: 1. Service Availability 2. System Maintenance 3. Incident Reporting 4. Service Level 1. Service Availability This section covers the availability of Cartegraph Operations Management System (the "System") and the accompanying services. The System is deemed to be"available" if a Customer user can: 1. Access the login page 2. Login and view the user dashboard 3. Create and save new tasks 4. Complete tasks 2. System Maintenance System maintenance shall cover three levels: Scheduled, Additional and Emergency, each of which is described in this section. During Scheduled,Additional or Emergency Maintenance, the System will not be accessible. Scheduled Maintenance Cartegraph reserves the right to conduct scheduled maintenance every Friday between 9:00 PM and 12:00 AM (Midnight) Central Standard Time ("Scheduled Maintenance"). The Friday will vary depending on the time zone of the customer. Additional Maintenance If, at any time, Cartegraph needs to perform maintenance in addition to the Scheduled Maintenance, (the"Additional Maintenance") Customer will be notified in writing four(4) business days in advance. It is the responsibility of Customer to notify all other parties who may be affected by the performance of the Additional Maintenance, including but not limited to, Customer employees. Emergency Maintenance If, at any time, Cartegraph needs to perform unscheduled, emergency maintenance (the"Emergency Maintenance")for more than 15 minutes per episode, Cartegraph will provide immediate notification to Customer and provide a full incident report to Customer as detailed below in Section 3. It is the responsibility of Customer to notify all other parties who may be affected by the performance of the Emergency Maintenance, including but not limited to, Customer employees. 1 3. Incident Reporting Incident reports are required within ten (10) business days for interruptions of service availability longer than fifteen (15)minutes outside of scheduled and additional maintenance periods. Cartegraph will provide an incident report to Customer that includes the following information: • Description of Incident • Affected Users • Incident Root Cause Analysis • Incident Solution 4. Service Level a) Cartegraph will ensure that its service shall be available ninety-nine (99%) of the time during any calendar year ("Service Availability"). Service Availability shall not include time that the service is not accessible due to: (a) Scheduled Maintenance, (b) Force Majeure Events (including without limitation, Internet delays or problems, network congestion and ISP malfunctions), or (c) Customer's misuse of the Service. b) Customer agrees to notify Cartegraph immediately if Customer suspects the Service is unavailable to Customer due to a fault of Cartegraph or Customer. Customer also agrees to provide reasonable information as requested by Cartegraph for proper diagnosis/repair and for proper calculation of any applicable credit. Should Cartegraph fail to meet its Service Availability, Cartegraph will credit Customer's account per the Services Fee Refund schedule: c) Subscription Fee Refund: In the event that Service Availability falls below 99% during any calendar month, then Cartegraph shall remit to Customer, a subscription fee refund calculated as follows: • If Service Availability is greater than 98% and less than 99%, the services fee refund shall be 5% of the prorated annual hosting fee; and • If Service Availability is less than 98%, the services fee refund shall be 10% of the prorated annual hosting fee. • If Service Availability is less than 95%for any two consecutive months, Customer shall have a right to terminate the Hosting arrangement pursuant to Section 4.B. of the Master Agreement. • If Cartegraph experiences a Service outage of five (5)or more consecutive days, Customer shall have a right to terminate the Master Agreement in writing pursuant to Section 10 of the Master Agreement without the requirement for ninety(90)days written notice. 215) Purchase Agreement#PA520 for Cartegraph OMS-Platform Enterprise Subscription Cartegraph is pleased to present this Purchase Agreement for#PA520 for Cartegraph OMS-Platform Enterprise Subscription. This Purchase Agreement is made and entered into between Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as "Customer" or "Licensee" and Cartegraph Systems, Inc. (hereinafter referred to as "Cartegraph"). This Purchase Agreement is intended to supplement, clarify, and amend the Master Agreement previously executed between Cartegraph and Customer as it pertains to these services. In the case that any terms or conditions provided in the Master agreement differ from,are provided in more detail by,or are made irrelevant by the terms and conditions provided in this Purchase Agreement, the terms in this Purchase Agreement shall control. For all terms and conditions not addressed by this Purchase Agreement, the Master Agreement, #MA265 dated June 27, 2017 shall control. Customer Bill To: Customer Ship To: do Collier County Operations Support Division Same 2885 South Horseshoe Drive Naples, FL 34114 941-774-8494 Investment Summary Cartegraph's fees for this project are included in the summary below. Date: June 27, 2017 Purchase Agreement October 31, 2017 Purchase #PA520 Signature Expiration Agreement No.: Date: Purchase Type Citizen/Qty. Unit Price Total Price CURRENT YEAR SOFTWARE PRODUCTS Cartegraph OMS— OMS Transition, Per-citizen Platform - Enterprise Subscription, Cartegraph Cloud 1 $8,533.00 $8,533.00 Deployment, 7/1/17—10/30/17 CURRENT YEAR SUB-TOTAL $8,533.00 YEAR 1 SOFTWARE PRODUCTS Cartegraph OMS— Per-citizen Subscription, Cartegraph 1 $34,000.00 $34,000.00 Platform - Enterprise Cloud Deployment, 10/31/17— 10/30/18 Cartegraph OMS Advanced Asset Management per- 1 $10,200.00 $10,200.00 Extension citizen Subscription Cartegraph OMS Advanced Resources per-citizen 1 $6,800.00 $6,800.00 Extension Subscription Cartegraph OMS Advanced Work per-citizen Subscription 1 $15,000.00 $15,000.00 Extension Cartegraph OMS Advanced User Tools per-citizen 1 $6,800.00 $6,800.00 Extension Subscription Cartegraph OMS Offline with Cartegraph for iPad 1 $3,400.00 $3,400.00 Extension Cartegraph OMS User Pack Subscription—250 Named 1 $30,000.00 $30,000.00 Users Users Cartegraph OMS— Cartegraph Cloud Shared Hosting 1 $7,400.00 $7,400.00 Hosting Subscription Cartegraph OMS— Test Environment-Cartegraph Cloud 1 $2,400.00 $2,400.00 Test Shared Hosting YEAR 1 SUB-TOTAL $116,000.00 Page 1 of 6 YEAR 2 SOFTWARE PRODUCTS Cartegraph OMS— Per-citizen Subscription, Cartegraph 1 $34,000.00 $34,000.00 Platform - Enterprise Cloud Deployment, 10/31/18— 10/30/19 Cartegraph OMS Advanced Asset Management per- 1 $10,200.00 $10,200.00 Extension citizen Subscription Cartegraph OMS Advanced Resources per-citizen 1 $6,800.00 $6,800.00 Extension Subscription Cartegraph OMS Advanced Work per-citizen Subscription 1 $15,000.00 $15,000.00 Extension Cartegraph OMS Advanced User Tools per-citizen 1 $6,800.00 $6,800.00 Extension Subscription Cartegraph OMS Offline with Cartegraph for iPad 1 $3,400.00 $3,400.00 Extension Cartegraph OMS User Pack Subscription—250 Named 1 $30,000.00 $30,000.00 Users Users Cartegraph OMS— Cartegraph Cloud Shared Hosting 1 $7,400.00 $7,400.00 Hosting Subscription Cartegraph OMS— Test Environment- Cartegraph Cloud 1 $2,400.00 $2,400.00 Test Shared Hosting YEAR 2 SUB-TOTAL $116,000.00 YEAR 3 SOFTWARE PRODUCTS Cartegraph OMS— Per-citizen Subscription, Cartegraph 1 $34,000.00 $34,000.00 Platform - Enterprise Cloud Deployment, 10/31/19— 10/30/20 Cartegraph OMS Advanced Asset Management per- 1 $10,200.00 $10,200.00 Extension citizen Subscription Cartegraph OMS Advanced Resources per-citizen 1 $6,800.00 $6,800.00 Extension Subscription Cartegraph OMS Advanced Work per-citizen Subscription 1 $15,000.00 $15,000.00 Extension Cartegraph OMS Advanced User Tools per-citizen 1 $6,800.00 $6,800.00 Extension Subscription Cartegraph OMS Offline with Cartegraph for iPad 1 $3,400.00 $3,400.00 Extension Cartegraph OMS User Pack Subscription —250 Named 1 $30,000.00 $30,000.00 Users Users Cartegraph OMS— Cartegraph Cloud Shared Hosting 1 $7,400.00 $7,400.00 Hosting Subscription Cartegraph OMS— Test Environment- Cartegraph Cloud 1 $2,400.00 $2,400.00 Test Shared Hosting YEAR 3 SUB-TOTAL $116,000.00 Page2of6 0` YEAR 4 SOFTWARE PRODUCTS Cartegraph OMS— Per-citizen Subscription, Cartegraph 1 $34,000.00 $34,000.00 Platform - Enterprise Cloud Deployment, 10/31/20— 10/30/21 Cartegraph OMS Advanced Asset Management per- 1 $10,200.00 $10,200.00 Extension citizen Subscription Cartegraph OMS Advanced Resources per-citizen 1 $6,800.00 $6,800.00 Extension Subscription Cartegraph OMS Advanced Work per-citizen Subscription 1 $15,000.00 $15,000.00 Extension Cartegraph OMS Advanced User Tools per-citizen 1 $6,800.00 $6,800.00 Extension Subscription Cartegraph OMS Offline with Cartegraph for iPad 1 $3,400.00 $3,400.00 Extension Cartegraph OMS User Pack Subscription—250 Named 1 $30,000.00 $30,000.00 Users Users Cartegraph OMS— Cartegraph Cloud Shared Hosting 1 $7,400.00 $7,400.00 Hosting Subscription Cartegraph OMS— Test Environment- Cartegraph Cloud 1 $2,400.00 $2,400.00 Test Shared Hosting YEAR 4 SUB-TOTAL $116,000.00 Page 3 of 609 YEAR 5 SOFTWARE PRODUCTS Cartegraph OMS— Per-citizen Subscription, Cartegraph 1 $34,000.00 $34,000.00 Platform - Enterprise Cloud Deployment, 10/31/21 — 10/30/22 Cartegraph OMS Advanced Asset Management per- 1 $10,200.00 $10,200.00 Extension citizen Subscription Cartegraph OMS Advanced Resources per-citizen 1 $6,800.00 $6,800.00 Extension Subscription Cartegraph OMS Advanced Work per-citizen Subscription 1 $15,000.00 $15,000.00 Extension Cartegraph OMS Advanced User Tools per-citizen 1 $6,800.00 $6,800.00 Extension Subscription Cartegraph OMS Offline with Cartegraph for iPad 1 $3,400.00 $3,400.00 Extension Cartegraph OMS User Pack Subscription—250 Named 1 $30,000.00 $30,000.00 Users Users Cartegraph OMS— Cartegraph Cloud Shared Hosting 1 $7,400.00 $7,400.00 Hosting Subscription Cartegraph OMS— Test Environment- Cartegraph Cloud 1 $2,400.00 $2,400.00 Test Shared Hosting YEAR 5 SUB-TOTAL $116,000.00 TOTAL CosT (5-YEAR TERM) $588,533.00 NOTES: The pricing listed above does not include applicable sales tax. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its Contractors under Chapter 212, Florida Statutes, Certificate of Exemption#85-8015966531C-1. This Purchase Agreement#PA520, including Addendum A Software Products, together with the Cartegraph Master Agreement#MA265, constitutes the final, complete and exclusive statement of the agreement between the Parties pertaining to their subject matter and supersedes any and all prior and contemporaneous understandings or agreements of the Parties. Field Services for this project is on a separate Purchase Agreement#PA538. The Cartegraph OMS pricing listed above does not include Esri ArcGIS licenses. If Customer wishes to purchase additional Cloud Storage, it will be available to the Customer in increments of 50GB for$2,500.00 per year for the term of this Purchase Agreement. Additional Cartegraph Named Users can be added to the subscription in increments of(5) user packs for$2,500/year or(50) user packs for$10,000/year for the term of this Agreement. Cartegraph will provide a copy of the production database backup for a$200 fee at the customer's request. Cartegraph will restore the OMS database backup file on the County's licensed Cartegraph OMS Test environment at no additional charge for up to a maximum of(3)times per contract year. Any additional database restores the County requests would require an additional fee. The Cartegraph Cloud Shared Hosting Subscription includes a monthly encrypted SQL database backup file (.bak)that will be delivered via the customer's secured FTP site. Page4of6 1§) Payment Terms and Conditions In consideration for the Services and Products provided by Cartegraph to Customer,Customer agrees to pay Cartegraph Software Costs and Professional Service Fees in U.S. Dollars as described below: 1. Delivery: Software Products shall be licensed upon acceptance of this Purchase Agreement. If applicable, Services will be scheduled and delivered upon your acceptance of this Purchase Agreement, which will be considered as your notification to proceed. 2. Services Scheduling: Customer agrees to work with Cartegraph to schedule Services in a timely manner. 3. Software Invoicing: The Software Subscription Licenses fee will be due in annual installments 15 days prior to the anniversary of the initial term as follows: a. $8,533.00 due upon execution of the Purchase Agreement. b. $116,000.00 due 15 days prior to 1st year anniversary of term start date. c. $116,000.00 due 15 days prior to 2nd year anniversary of term start date. d. $116,000.00 due 15 days prior to 3rd year anniversary of term start date. e. $116,000.00 due 15 days prior to 4th year anniversary of term start date. f. $116,000.00 due 15 days prior to 5th year anniversary of term start date. 4. Payment Terms: All payments are due upon receipt of a proper invoice and incompliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. BY EXECUTING THIS PURCHASE AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS, CONDITIONS, FEES AND CHARGES PROVIDED HEREIN AND IN THE MASTER AGREEMENT, AS WELL AS ANY OTHER EXHIBITS TO THE MASTER AGREEMENT, AND CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT. (The reminder of the page is intentionally left blank;signature page to follow.) Page 5of6 ' Cartegraph Systems, Inc. Collier Co :yrd of County Corn '->loners /14(41/ iL- —C7( BBy Y 0ej nature) Ben MurrayPENNY TAYLOR (Type or print name) (Type or print name) Title CFO Title CHAIRMAN t na, /,.._ mDate G,2 7//7 Cartegraph's Witnesses: j /iss Achc oe T /Print Wit ess Name Second Witness cae/Print Witness Name ATTEST Appro ed as to Form and L•g• ity: Dwicc E. Brock, C eof Courts - INO .w_, ad d- - Sco 7-ach, beput - ty ttorney Dated., (Si Attest as to Chairman's signature only 1 i'ar e6of6 Cartegraph Inc. Systems, Addendum A - Software Products Cartegraph hereby pledges to issue software licenses in the agreed upon quantities specified in your Investment Summary. The"Software," as defined in Master Agreement#MA265, consists of developed and supported technology products available from Cartegraph. In addition to full access to Cartegraph licensed software, your organization will receive: 1. Support a. Campus— www.cartegraph.com/campus Our User Assistance area is a convenient and easily-shareable resource designed to help you and your co-workers better understand the functions and capabilities of your Cartegraph applications. Instantly access user tips, step-by- step guides, videos, and more. b. Dedicated, Unlimited, Toll-free Phone Support-877.647.3050 When questions need answers and difficulties arise, count on our industry- leading Support team to provide the guidance and assistance you need. Reach us as often as you need Monday-Friday, 7:00 am-7:00 pm CT. c. Secure, Live Remote Support If your challenge requires a more hands-on approach,we have the remote support tools to fix it. Let one of our Support Team members directly interact with your system to find a fast, effective solution. 2. Training &Education a. Convenient Online Resources All the information you need, one click away. Take advantage of online training opportunities, tutorial videos, upcoming event information, and more. b. Regional User Groups Meet and network with similar Cartegraph users in your region. Our smaller, more personalized User Groups allow you to find out what other organizations are doing to get more from their Cartegraph Systems. 3. Software Releases &Upgrades a. New Software Releases Be the first to know about all new Cartegraph releases, enhancements, and upgrades. Gain immediate access to the latest features and functionality, and increased system performance. b. Hot Fixes If an issue is determined to be a software defect and falls outside the standard release cycle, Cartegraph will issue a hot fix and provide application specialists with detailed levels of product knowledge to work with you in achieving a timely and effective resolution. Page 1 of 1 Purchase Agreement #PA538 for Field Services Cartegraph is pleased to present this Purchase Agreement for the field services identified below. This Purchase Agreement is made and entered into between Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as "Customer" or"Licensee" and Cartegraph Systems, Inc. (hereinafter referred to as "Cartegraph"). This Purchase Agreement is intended to supplement, clarify, and amend the Master Agreement previously executed between Cartegraph and Customer. In the case that any terms or conditions provided in the Master agreement differ from, are provided in more detail by, or are made irrelevant by the terms and conditions provided in this Purchase Agreement,the terms in this Purchase Agreement shall control. For all terms and conditions not addressed by this Purchase Agreement, the Master Agreement,#MA265 dated June 27, 2017 shall control. Customer Bill To: Customer Ship To: Collier County do Operations Support Division Same 2885 South Horseshoe Drive Naples, FL 34114 941-774-8494 Investment Summary Cartegraph's proposed fees for this project are included in the summary below. Date: June 27, 2017 Purchase Agreement October 31, 2017 Purchase #PA538 Signature Expiration Agreement Date: No.: Purchase Type Citizen/Qty. Unit Price Total Price YEAR 1 FIELD SERVICES Implementation Fixed Fee Service 1 $91,800.00 $91,800.00 Services EXPENSES INCLUDED IN IMPLEMENTATION SERVICES YEAR 1 SUB-TOTAL $91,800.00 YEAR 2 FIELD SERVICES Implementation Fixed Fee Service, Extended Support 1 $24,100.00 $24,100.00 Services EXPENSES INCLUDED IN IMPLEMENTATION SERVICES YEAR 2 SUB-TOTAL $24,100.00 TOTAL COST $115,900.00 NOTES: The pricing listed above does not include applicable sales tax. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its Contractors under Chapter 212, Florida Statutes, Certificate of Exemption#85-8015966531C-1. Cartegraph Subscription for this project is on a separate Purchase Agreement#PA520. Page 1 of 3 Payment Terms and Conditions In consideration for the Services and Products provided by Cartegraph to Customer, Customer agrees to pay Cartegraph Software Costs and Professional Service Fees in U.S. Dollars as described below: 1. Delivery: Software Products shall be licensed upon acceptance of this Purchase Agreement. If applicable, Services will be scheduled and delivered upon your acceptance of this Purchase Agreement, which will be considered as your notification to proceed. 2. Services Scheduling: Customer agrees to work with Cartegraph to schedule Services in a timely manner. 3. Field Services Invoicing: Invoicing for the Field Services fee shall occur upon the acceptance of this Purchase Agreement and shall be invoiced as follows: a. $22,950.00 due upon completion of a project-kick-off. b. $22,950.00 due at the completion of the requirement gathering workshop. c. $22,950.00 due at completion of the design/build. d. $22,950.00 due at the completion of the training/testing. e. $12,050.00 for Extended Support is due at completion of post-production support 1. f. $12,050.00 for Extended Support is due at completion of post-production support 2. 4. Payment Terms: All payments are due upon receipt of a proper invoice and in compliance with Chapter 218. Fla. Stats., otherwise known as the "Local Government Prompt Payment Act."Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. BY EXECUTING THIS PURCHASE AGREEMENT, CUSTOMER ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS, CONDITIONS, FEES AND CHARGES PROVIDED HEREIN AND IN THE MASTER AGREEMENT, AS WELL AS ANY OTHER EXHIBITS TO THE MASTER AGREEMENT, AND CUSTOMER AGREES TO BE LEGALLY BOUND BY EACH SUCH AGREEMENT. (The reminder of the page is intentionally left blank;signature page to follow.) Page 2 of 3 <sr Nommormi Cartegraph Systems, Inc. Collier Co • y Bo d /I/ By I By (Signature) le nature) / Ben Murray Penny Taylor _ (Type or print name) Title CFO Title Chairman Date C /- /i Date u/77/i7_ Cartegraph's'til' esses. First Witn ss IASn &or-i ns ype/Print`JVI ness Name Second ftness 4-h 1'4\ M00(. Ty fel tint Witness Name ATTEST Ape owed .s to Form and Legality: Dwight E Bock Cl . of Courts .-;w l 4— i �],� � Sc��.Tea 1, Depu y County Atto ey Udtei J t _. Attest as thairman's signature only. f Page 3 of 3 Cartegraph Systems, Inc. Addendum A - Field Services (Fee for Service) The Fee for Field Service Implementation Services as listed in the Investment Summary of the Purchase Agreement are specific Cartegraph services which will be delivered to the Customer based on the descriptions below and any descriptions that may be found in the Purchase Agreement's Exhibits. Cartegraph will coordinate with the Customer on service delivery expectations and timeframes. This is an addendum to Customer's Master Agreement#MA265. Cartegraph OMS — Implementation Scope of Work Implementation of the Operations Management System (OMS) includes the following professional services: Setup • Cartegraph will setup a hosted, production OMS environment. If a test or sandbox environment is purchased, Cartegraph will also setup a hosted, test OMS environment. • Cartegraph will provide an overview, up to two (2) hours, of Cartegraph and ArcGIS Online user- based logins and User/Role functionality. • Cartegraph will provide a template file to be utilized by your staff to populate Roles and Users to be utilized for OMS. • Cartegraph will utilize the template to create users and roles in OMS. (Note: Subsequent User and/or Role changes will be your administrator's responsibility.) • Cartegraph will provide documentation and guidance, up to four(4) hours, for your technical GIS staff to configure Esri Basemap Services for OMS integration. Guidance will be geared towards OMS/Esri integration functionality and requirements. • Cartegraph will setup the OMS Platform, including the Request, Work, Resource, and Asset Management areas of the software. Asset Management solutions will be setup for all solutions referenced in the Assets section of the scope unless otherwise noted. Consulting • Cartegraph will provide a three-day (3-day) onsite requirement gathering workshops to increase our understanding of your business and functional goals. Through workshops and interviews, Cartegraph will identify best fit scenarios for OMS and provide a brief including any challenges as well as recommendations for OMS best practices relevant to your implementation. Training • Cartegraph will provide remote train-the-trainer training, up to four (4) hours, on overall system navigation and functionality to help familiarize your staff with the software environment and its common functions. Training topics include: o Home Screen o Logins/Permission o Layers o Filters o Maps o Grids o System Navigation o Views (List & Detail) o Standard Reports Page 1 of 11 o Attachments o Requests, Work, Assets, Resources, Reports, and Administrator Tabs • Cartegraph will provide remote train-the-trainer training, up to two (2) hours, on OMS Esri integration functionality. Training topics include: o OMS Esri integration configuration options o Integration functionality (basemap and feature) o Overall Esri integration requirements, considerations, and Cartegraph recommended best practices • Cartegraph will provide a three-day (3-day) onsite "train-the-trainer" training event. The training agenda will be defined and agreed upon by both Cartegraph and your project manager. Topics may include any of the following: o Request Management: • Requests • Requesters • Task Creation from Requests • Issue library (including settings such as Applies to Asset and Non-Location) • Cartegraph recommended best practices for Request and Requester Management o Work Management: • Create Task(s) (Asset/Non-Asset) • Assignments (Add, Edit, Remove) • Task Menu Actions • Related Work Items • Create Work Order • Associate Task to WO • Repeat Work Orders • Work Order Menu Actions • Enter Resources • Timesheets • Activity library(including settings such as Applies to Asset, Inspection, Key Dates, Cost, and Productivity) • Cartegraph recommended best practices for Work Management o Asset Management: • Asset Details • Inspections • Linked assets (if applicable) • Container/Component Relationships (if applicable) • Cartegraph recommended best practices for Asset Management To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section of the scope. o Resource Management: • Resource Details • Labor/Equipment Rates • Material Management(Stock, Usage, Adjustments) • Vendor Price Quotes • Cartegraph recommended best practices for Resource Management o Cartegraph for iPad: Page 2 of 11 0 • Overall system functionality (Navigation, Interface, Maps, Attachments, Sorting) • Work Management • Create and Update Tasks (Asset/Non-Asset) • Assign Tasks • Enter Resources • Inspections • Asset Management • Create and Update Assets • Request Management • View and Update Requests • View Requester information • Create Task from Request • Cartegraph recommended best practices for mobile device use o Administrator: • Administrator: • User Administration, Role Administration, Import/Export, Error Log • Settings: • System Settings, Base Map Administration, Geocode Settings, GIS Integration Settings, Background Task Scheduler, Asset Color Manager • Manager: • Layout Manager, Library Manager, Preventative Maintenance, Asset Condition Manager, Notification Manager, Structure Manager • Cartegraph will provide remote train-the-trainer training, up to six (6) hours, on OMS Reporting functionality. Training topics include: o Security/Roles o Report Designer • Report Types, Report Styling, Filtering\Parameters, Basic Formulas, Grouping\Sorting o Report Viewer o Reporting best practices and solution tips/tricks. Extensions • Cartegraph will provide remote train-the-trainer training, up to twelve (12) hours, on Advanced Resources functionality. Training topics include: o Material Locations o Material Transfers o Material Orders o Settings: • Vendor Price Quotes • Re-order points o Cartegraph recommended best practices for advanced resource management • Cartegraph will provide remote train-the-trainer training, up to eight (8) hours, on Advanced Asset functionality. Training topics include: o Preventative Maintenance o Performance Management • Prediction Groups Page 3 of 11 0 r • Minimum Condition Groups • Activities and Impacts • Criticality Factor • Install/Replaced Dates o Cartegraph recommended best practices for advanced asset management To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section of the scope. • Cartegraph will provide remote train-the-trainer training, up to sixteen (16) hours, on Advanced Work functionality. Training topics include: o Scenario Builder • Settings: • Prediction Groups • Minimum Condition Groups • Activities and Impacts • Criticality Factor • Install/Replaced Dates • Scenarios: • Scenario Types • Plan Years and Budgets • Protocols • Data Exports • Cartegraph recommended best practices for advanced work management To avoid redundancy, and to utilize service time efficiently, training may cover a subset of the assets listed in the Asset section of the scope. • Cartegraph will provide remote train-the-trainer training, up to six (6) hours, on Advanced User functionality. Training topics include: o Cartegraph Administrator Application o OMS Administrator • Structure Manager • Library Manager • Layout Manager • User/Role Configurations o Cartegraph recommended best practices for utilizing development tools, expanding the system's use, and/or building assets Go-Live Support • Cartegraph will provide a three-day(3-day) onsite event for Go-Live Support. The agenda will be defined, and agreed upon, by both your and Cartegraph's project managers. Topics may include any of the following: o Refresher training for items listed in the scope of work o Software and process support for staff during production roll out Page 4 of 11 0 o Field, Layout, and Report configuration guidance, if applicable Data Services • Cartegraph will provide one test and one production data load service through standard import/export functionality. Cartegraph will provide template documents for data population. Once populated by your staff, Cartegraph will load the data into your test or production OMS environment. Data loads may include data such as: o Parent level asset records o Asset location (spatial x/y) attributes o Parent level resource (Labor, Equipment Material, Vendor) records o Resource Rate (Labor, Equipment, Material) records o Standard system libraries • Cartegraph will provide one test and one production data conversion service to assist with your migration from the latest version of Cartegraph Navigator to Cartegraph OMS. Prior to the test conversion, Cartegraph will facilitate a field mapping workshop with the goal of outlining the migration and conversion of Navigator structure and data. After the test conversion, Cartegraph will collect any revisions or errors relevant to the conversion method and address them during the production conversion, so long as said revisions maintain the scope of work. The data conversion service includes the following: o Assets • All parent records and all associated parent-level attributes for all assets • Migration of Signal and Storm Auxiliary Equipment records into separate, relevant OMS assets based on a type field • Standard or custom child records and recordsets, and associated child-level attributes for all assets • Inspection history for all assets, including: • Inspection Date • OCI • Condition Category and Index records • Inspected By • Inspection Type • Notes • Note: Cartegraph OMS does not support Bridge NBI or Storm/Sewer NASSCO inspection methodology. This data is not included in the data conversion service. • All Events for all assets in Navigator's Asset Event tables, including: • Start and Stop Dates • Activity • Associated Work Order Number • Who • Notes • Total historical asset cost represented in an Other Log entry, annotated as legacy data o Open Requests and associated parent-level attributes • Caller information o Work Orders and associated parent-level attributes, including: • Start and Stop Dates Page 5 of 11 • Work Order Number • Activity • Who • Notes • Total historical asset cost represented in an Other Log entry, annotated as legacy data o Resources • Labor • All parent records and associated parent-level attributes • Current Default Rate o Note: Customer is responsible for creating additional rate records to account for overtime, overhead, and/or FEMA rates, if applicable • Events as Labor History, including: o Activity o Stop Date o Who o Notes • Equipment • All parent records and associated parent-level attributes • Current Default Rate o Note: Customer is responsible for creating additional rate records to account for overtime, overhead, and/or FEMA rates, if applicable • Events as Tasks, including: o Start and Stop Dates o Associated Work Order Number o Activity o Who o Notes o Total historical asset cost represented in an Other Log entry, annotated as legacy data • Material • All parent records and associated parent-level attributes • Current Quantity-on-Hand derived from transactions with a Quantity Remaining greater than zero • Location • Vendor Price Quotes • Account • Purchase Order • Notes • Events as Material History, including: o Activity o Stop Date o Who o Notes • Vendor • All parent records and associated parent-level attributes • Contacts o Libraries • Standard and custom library data that is not specifically excluded below o Attachment Paths • The file paths for Attachments will be updated to refer to the OMS project home on Page 6 of 11 �d U conversion by Cartegraph staff. Your Internal staff will be responsible for physically relocating files to the project home folder structure required for OMS. Cartegraph will transfer attachment files to the project home folder structure for hosted customers. However, files must be provided in the previously mentioned OMS project home folder structure. o Standard Conversion Exclusions • Child Log records in Labor, Equipment, and Materials, not including Quantity Remaining transactions mentioned above • Worksheets • Asset data for: • Bridge: NBI inspection data • Storm/Sewer: NASSCO inspection data • Pavement: Detailed Distress inspection data • PAVEMENTview Plus: Budgets, Scenarios, Models, and associated settings • Libraries • Overall Ratings • Condition Category Ratings • Custom attachment fields or tables Assets Asset implementation includes the following professional services: • Cartegraph will provide installation and training on the following thirty (30) asset types: o Signal (8) • Signal Cabinets; Signal Controllers; Signal Heads; Signal Monitors; Signal Preemption; Signal Traffic Cameras; Signal Traffic Detectors; Signalized Intersections o Storm (8) • Storm Basin; Storm Channel; Storm Inlet; Storm Manhole; Storm Outlet; Storm Pipe; Storm Pump; Storm Auxiliary Equipment o Transportation (9) • Bridge; Light Fixture; Marking; Pavement; Sign; Support; CollierROW; Mowing; Bus Stop o Walkability (2) • Tree; Sidewalk o Other(3) • Irrigation Point; Irrigation Pipe; Irrigation Area • Cartegraph will provide up to five (5)field configurations for each asset type listed above. Page 7 of 11 Reports • Cartegraph staff will configure and provide up to twenty (20) custom reports. • Customer will be responsible for providing sample reports or mockups to assist Cartegraph staff in report requirement gathering tasks. • Report configuration will be performed utilizing standard software functionality. Reports requiring script or other non-standard elements are not included in the scope of this project. Extended Support • Cartegraph will provide the following services on a quarterly basis for one year after the initial implementation's go-live date: o A remote requirement gathering workshop, up to four (4) hours, to increase our understanding of your business and functional goals. Through workshops and/or interviews, we will identify needs and/or goals to address for the quarterly event. o A three-day (3-day) onsite event for post-production system development. The agenda will be defined, and agreed upon, by both your and Cartegraph's project managers. Topics may include any of the following: • Project or implementation consulting • System configuration for your current products • Training Cartegraph will provide all services remotely via audio, video, and web conferences unless otherwise noted. Customer Responsibility For the project, you will be responsible for appointing a dedicated project manager that will be responsible for: • Reviewing the implementation scope of work • All internal aspects of the project including, but not limited to, internal change management, internal documentation, staff coordination, task completion, and schedule commitment • Ensuring all scheduled meetings are attended by invited staff • Partnering with the Cartegraph Project Manager to ensure project success • Providing leadership and insight on all relevant internal issues such as policy/procedure, organizational structure, project stakeholders, technical architecture, data, and current systems Exclusions The following service items are not included in the scope of this project: • Implementation of any custom modification or integration developed by Cartegraph, your internal staff, or any third-party is not included in the scope of this project unless specifically listed above. • Data conversion services from other software system(s) or sources are not included in the scope of this project unless specifically listed above. • Any service items discussed during demonstrations, conference calls, or other events are not included in the scope of this project unless specifically listed above. Page 8 of 11 �bJ Project Milestones This project will be organized into six (6) milestone deliverables with key tasks summarized in the table below. Milestones will be billable per payment terms listed in the purchase agreement. Tasks will be completed within 365 days of project notice to proceed. Lump Sum Milestone Cartegraph Professional Services Not to Exceed Dollar Amount Year 1 Field Services-Implementation Services Project Kick-off • Completion of a project kick-off call. $22,950 • Setup of the hosted OMS software test instance delivery Requirement • Requirement Gathering Workshop and $22,950 Gathering Consulting consisting of (3) on site Workshop days. (Travel time included). • Provide project implementation management plan and timeline • Provide template to populate roles and responsibilities and use template to create users and roles in OMS. • Provide GIS integration support. Design/Build • Setup and configuration of the OMS $22,950 platform. • Asset implementation and configuration. • Completion and acceptance of the test deployment, data load and conversion. • (3) onsite days training on system. (Travel time included). Training/Testing • Setup and acceptance of production $22,950 hosted environment. • Completion and acceptance of the production data load & data conversion service from Navigator to OMS. • (3) days onsite Go-Live support (Travel time included) Page 9 of 11 V� \. Year 2 Field Services — Implementation Services Post Production • (3) day onsite event for post-production $12,050 Support 1 support services and training after go- live. (Travel time included). Post Production • (3) day onsite event for post-production $12,050 Support 2 support services and training after go live. (Travel time included). Page 10 of 11 Customer/Cartegraph Responsibilities Project representatives from Customer and Cartegraph accepts responsibility for all aspects of project planning, management, and execution not specifically identified as the responsibility of Cartegraph in the Master Agreement or in this Purchase Agreement. Ongoing management of the day-to-day allocation of Customer and Cartegraph resources and management of project tasks is the responsibility of the Customer and Cartegraph project representatives. Customer and Cartegraph project representatives will provide overall guidance and direction for the project and will direct the project accordingly. Further, and with regard to the Cartegraph obligations listed in this Purchase Agreement, Customer understands that it is vital to the success of the project that Customer provides assistance in the following matters: 1. For those services listed under Field Services, Cartegraph personnel will conduct information gathering and evaluation sessions with various Customer users and management.While Cartegraph respects the time and workload of Customer staff, dedicated time on the part of the appropriate Customer resources is necessary to complete these exercises. 2. The installation process requires the assistance of Customer personnel and suitable access to hardware and systems (e.g., security clearance). Customer is required to supervise the installation process while systems are accessible to Cartegraph. All hardware and software, for both Personal Computers and servers, is expected to be available, installed, and operating as specified in Cartegraph's System Requirements documentation such that delivery and execution of Cartegraph Field Services will not be impeded. 3. Customer and Cartegraph understand that the successful performance of Field Services depends upon Customer fulfilling its responsibilities. The Project assumes that Customer will provide all personnel required to achieve a successful implementation. 4. Customer will provide Internet access and IT staff support as required. For those services that are web-based, Cartegraph utilizes WebEx Meeting (or similar)technology. Customer shall ensure that their workstation platform and database meet Cartegraph system requirements as specified in the Cartegraph System Requirements documentation. Cartegraph Software will be supported within new versions of these workstation platforms and databases within a reasonable period of time from their release from their manufacturer. Cartegraph will discontinue support of its Software within older versions of these workstation platforms and databases as their support is discontinued by their manufacturers. 5. Customer agrees to work with Cartegraph to schedule Field Services in a timely manner. 6. Should Cartegraph be found to have failed to perform the services in a manner satisfactory to the Customer as per this Agreement, the Customer may terminate said Agreement for cause; further the Customer may terminate this Agreement for convenience with a thirty(30) day written notice. . In the event that the Customer terminates this Agreement, Cartegraph's recovery against the Customer shall be limited to that portion of the Agreement Amount earned through the date of termination. Cartegraph shall not be entitled to any other or further recovery against the Customer, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Not-to-Exceed Proposal Cartegraph will not exceed the total included in this Purchase Agreement without written approval from Customer. In the event it becomes apparent to Cartegraph that additional service efforts will be needed due to any changes in the scope of this Purchase Agreement, Cartegraph will notify Customer prior to exceeding the approved efforts and obtain written approval if additional Software or services are required. Page 11 of 11 V' DATE A�c'RL CERTIFICATE OF LIABILITY INSURANCE 6/2/2017/DD/vYYY) 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 CONTNAME: Pam Buchholtz Friedman Insurance, Inc. PHONE 563-556-0272 FAX 563 556 4425 PO Box 759 (A/C.No_Fet)• (A/C.No): Dubuque IA 52004-0759 E-MAILADDRESS:buchholtzp@friedman-group.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Travelers Property Casualty Ins Corn 36161 INSURED CARTSYS-01 INSURER B:Continental Casualty Company 20443 Carte'Graph Systems, Inc. INSURER C: 3600 Digital Dr. INSURER D Dubuque IA 52003 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1440838143 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A x COMMERCIAL GENERAL LIABILITY Y ZLP-14T1793A 11/1/2016 11/1/2017 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $500,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY X Cl-jELOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITYCOMBINED SINGLE LIMI r BA-4C272345 11/1/2016 11/1/2017 (Ea accident) $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ AUTOWNED SCHEDULED BODILY INJURY(Per accident) $ HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) 11 $ A UMBRELLA LIAB X OCCUR ZUP-14T17941 11/1/2016 11/1/2017 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED X RETENTION$10,000 $ A WORKERS COMPENSATION HJUB-4C27710-7-15 11/1/2016 11/1/2017PER IOTH- AND EMPLOYERS'LIABILITY X STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? 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 Professional E&O Y B2087285333 11/1/2016 11/1/2017 Each Claim $1,000,000 General Aggregate $2,000,000 Retention $10,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Professional Errors&Omission Policy-B2087285333 Includes Information Risk Network Security&Privacy Injury Liability Sublimits$1,000,000 with a$25,000 deductible Collier County Board of County Commissioners/Government are included as additional insured on the general liability on a primary and non-contributory basis as provided by endorsements CGD417&DGD425. 30 day notice included. Additional insured is included on the Technology Errors&Omissions Liability as provided by endorsement G300883B CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail E Naples FL 34112 AUTHORIZED REPRESS TATIVE I ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD Detail by Entity Name Page 1 of 2 Florida Department of State DIVISION OF CORPORATIONS X Cif Department of State / Division of Corporations / Search Records / Detail By Document Number/ Detail by Entity Name Foreign Profit Corporation CARTEGRAPH SYSTEMS,INC. Filing Information Document Number F01000003764 FEI/EIN Number 42-1419553 Date Filed 07/16/2001 State IA Status ACTIVE Principal Address 3600 DIGITAL DRIVE DUBUQUE, IA 52003 Mailing Address 3600 DIGITAL DRIVE DUBUQUE, IA 52003 Registered Agent Name&Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301-2525 Name Changed: 11/08/2013 Address Changed: 11/08/2013 Officer/Director Detail Name&Address Title CEO SCHNEIDER,JASON 3600 DIGITAL DRIVE DUBUQUE, IA 52003 Title CFO MURRAY, BEN R 3600 DIGITAL DRIVE DUBUQUE, IA 52003 Annual Reports http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 5/12/2017 Detail by Entity Name Page 2 of 2 Report Year Filed Date 2015 02/23/2015 2016 03/08/2016 2017 01/26/2017 Document Images 01/26/2017—ANNUAL REPORT View image in PDF format 03/08/2016—ANNUAL REPORT View image in PDF format 02/23/2015—ANNUAL REPORT View image in PDF format 04/01/2014—ANNUAL REPORT View image in PDF format 11/08/2013--Req.Agent Change View image in PDF format 04/09/2013—ANNUAL REPORT View image in PDF format 03/14/2012—ANNUAL REPORT View image in PDF format 01/12/2011—ANNUAL REPORT View image in PDF format 07/29/2010--ANNUAL REPORT View image in PDF format 07/28/2009--ANNUAL REPORT View image in PDF format 03/26/2008—ANNUAL REPORT View image in PDF format 03/30/2007—ANNUAL REPORT View image in PDF format 03/28/2006—ANNUAL REPORT View image in PDF format 04/25/2005--ANNUAL REPORT View image in PDF format 03/29/2004--ANNUAL REPORT View image in PDF format 05/02/2003--ANNUAL REPORT View image in PDF format 04/18/2002--ANNUAL REPORT View image in PDF format 07/16/2001--Foreign Profit View image in PDF format Florida Department of State,Division of Corporations http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 5/12/20 1 7