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Backup Documents 02/13/2018 Item #16D15 ORIGINAL DOCUMENTS CHECKLIST& ROUTING SLIP 16015 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 66 - a j1l jiI 2. County Attorney Office County Attorney Office 4. BCC Office Board of County 2 ���(� Commissioners r jg 4. Minutes and Records Clerk of Court's Office IVO 3 0:420. 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Barbara Lance for Evelyn Colon Contact Information 239-252-8998 Contact/ Department Agenda Date Item was February 13,2018 ✓ Agenda Item Number 16.D.1,�� Approved by the BCC Type of Document Contract Number of Original a Attached Documents Attached PO number or account N/A 18-7308 Extended Avail Technologies, number if document is Warranty Inc. to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK 131-- A I t 1 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be BL signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chaii man and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the BL document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's BL signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A ,' should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 02/13/2018 and all changes made during + the meeting have been incorporated in the attached document. The County +i • Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC, all changes directed by the BCC have been made,and the document is re .r, ° I Chairman's signature. ►�EC V I ,11 FEB 13 2018 i Risk Management 1 161315 MEMORANDUM Date: February 27, 2018 To: Barbara Lance for Evelyn Colon, Procurement Services From: Martha Vergara, Sr. Deputy Clerk Minutes & Records Department Re: Contract #18-7308 "Extended Warranty" Contractor: Avail Technologies, Inc. Attached for your records is a copy of the referenced document above, (Item #16D15) adopted by the Board of County Commissioners on Tuesday, February 13, 2018. The Board's Minutes & Records Department has kept an original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-7240. Thank you. Attachment 16D15 Extension of ITS System Maintenance and Support Offer CVOI L • • • • •s,.••....r.sr• :#.fit �•• e,•••• •*.• • a•••s ai August 7, 2017 TECHNOLOGIES , INC . Matt Liveringhouse Collier Area Transit 3299 Tamiami Trail East,Suite 103 Naples, FL 34112 Re: Extension of ITS System Maintenance and Support Offer Years 6 through 8 Dear Mr. Liveringhouse Avail Technologies, Inc. is pleased to provide Collier Area Transit with this offer to extend the system maintenance and support for your Avail Fixed ITS system.Year 5 of support is due to run out on January 31, 2018. ❖ 3-year commitment with annual payment at start of each plan year The following table outlines the selected years of annual support payments due to Avail for Support Years 6 through 8. Annual Period of Support Price with Three-Year Contract February 1,2018 through Januar.?31,2019 $ 75,847 February 1,2019 through January 31,2020 $ 75.043 February 1,2020 through January 31, 2021 $ 69,606 Total Price $ 220,496 Savings Compared to Annual Contract $ 4,410 Discount 2% If you are acceptant of the plan, please make your election as indicated below,then sign below and return to Avail for counter signature. Please e-mail or FAX the page to contracts@availtec.com or FAX to 814.234.3393. We will include the invoice with the return countersigned page. In closing, we hope you find the information we have provided here helpful and that it demonstrates the level of commitment that Avail has to Collier Area Transit and the strong value that we offer. If you have any questions,please do not hesitate to contact Gina Hess at 814.234.3394 xio3o or via e-mail at ghess(a�availtec.com Sincerely, 41-67 Jeffrey Pogue Chief Financial Officer "41111111111111111111111111111111.1111•1111111111•.1EINI 11111111111111111101.1.• 1960 OLD GATESBURG ROAD,SUITE 200,STATE COLLEGE,PA 168031 P 814.234.33941F 814.234.33931 WWW.AVAILTEC.COM 16D15 Extension of ITS System Maintenance and Support Offer Q QQ L Maintenance and Support Plan Date of offer is valid until February 28, 2018 Endorsement—Collier Area Transit accepted the offer of(Circle One) 3-Year Offer(Annual Payment)- $220,496 First Year Payment-$75,847 BOARD OF -OUNTY COMMISSIONERS COLLI ' CO , FLOC :AT, .r Avail Technologies Coll' Are- r. sit / )1Y r. 2/13/18 Si.y��i ` Date Signature Date Jet t ' P'Yn C OVS Printed Name Printed Name C/C C kY"k'Kw..Y1 Title Title r f ATTEST-. Approved is to form and legality DWIGHT E.BRa .,C t g y Jeffrey A. K atzkow,County Attorney Depim1 Attest as to Chairman's signature only. 1960 OLD GATESBURG ROAD,SUITE 200,STATE COLLEGE,PA 168031 P 814.234 33941 F 814.234.33931 WWW.AVAILTEC.cOM 16D 15 Extension of ITS System Maintenance and Support Offer Q L/Q I L ITS SYSTEM MAINTENANCE& SOFTWARE UPGRADE PLAN Avail offers a comprehensive Maintenance & Software Upgrade plan designed to protect your Intelligent Transportation System(ITS)technology solution investment. Today's modern Public Transportation Agency relies on these technologies to help them provide the most safe,efficient,and reliable service to their clients that depend on them. Following the latest FTA best-practices, our plan ensures that through continued maintenance your ITS investment will not only serve you and your passengers reliably for many years to come,but that it will be the only ITS system you will ever need to invest in. Our plan is comprised of 3 key components,each with numerous benefits: i. Traditional&Extended Warranty&Support plan to ensure the reliability of your system O Includes standard phone, email,and remote debugging support; O Includes 24/7 Support O Includes software bug fixes and hardware RMA return&repair 2. Software Upgrades to keep your software current with the latest features O Includes annual software update to latest release of your software O Includes training on new features and reports 3. And finally,our exclusive Follow-on Adoption Support Training(FAST)to ensure your technologies are fully adopted for maximum return on your technology investment 0 Includes creation and maintenance of a long-term technology plan to ensure your technologies will continue to support you as your operational needs change O Includes onsite follow-on training(at least one 2-day visit annually)and unlimited remote training sessions O Includes invitation to Annual FAST user conference Please referto your Maintenance& Support Agreement for details on terms of your specific coverage and a detailed listing of your software&hardware that is covered. 1960 OLD GATESBURG ROAD,SUITE 200,STATE COLLEGE,PA 168031 P 814.234.33941F 814.234.33931 www.AVAILTEC.COM 16015 Maintenance and Support Plan February 1, 2018—January 31, 2021 Collier Area Transit Maintenance and Support Agreement THIS AGREEMENT("AGREEMENT"), by and between Collier County, a political subdivision of the State of Florida, operating as Collier Area Transit located at 3299 Tamiami Trail East, Suite 103, Naples, FL 34112 hereinafter"PROPERTY", and AVAIL TECHNOLOGIES, INC.,a corporation, located at 1960 Old Gatesburg Road, Suite 200, State College, PA 16803, hereinafter called "AVAIL", collectively referred to as the "PARTIES",shall become effective the start of Operational Test. WHEREAS, AVAIL has licensed to the PROPERTY certain systems as specified in the Software License Agreement of near or even date herewith(the "License Agreement")and PROPERTY wishes to have AVAIL perform maintenance services on the software and associated hardware of the licensed systems pursuant to the following terms and conditions and the terms and conditions of the License Agreement: 1. Description and Term a. Systems Covered The materials covered in this Agreement are the hardware and software required for deployment of the AVAIL Intelligent Transportation System (ITS). The software which includes AVAIL's myAvail Software Suite ("Software"), is defined and more fully described in, and subject to, the signed Software License Agreement, as updated with any improvements or modifications furnished to PROPERTY hereunder; b. Sites 3299 Tamiami Trail East, Suite 103, Naples, FL 34112 c. Term The initial term shall be for three years(3)ending January 31, 2021. The Agreement shall be reviewed by both Parties for any renewal of term at least sixty (6o) days prior to the expiration of the current term. 2. Definitions a. "Specifications"shall mean the documentation to which the Software must conform as set forth in the license Agreement; b. "Error" shall mean a material and reproducible failure of the Software to function in conformity with the Specifications. c. "Additional Services"shall mean any service that is not covered by this agreement; d. "Hosted Support" shall mean AVAIL will house, implement, maintain and backup the customer fixed-end system on AVAIL owned (or leased) equipment for the duration of the contract period. e. "Anniversary" shall mean the beginning date of the support period and the annual occurrence of that date for the duration of the defined support period. f. "Current Support Period"shall mean the inclusive dates of support as provided in Sec 1.c Submitted by: Pages :: Avail Technologies, Inc. (rev 2015) QV Ca I L 16015 Maintenance and Support Plan February i, 2018—January 31, 2021 Collier Area Transit 3. Customer Support Plans a. Customer has elected the level of support as defined in Figure 1 4. AVAIL Responsibilities During the term of this Agreement,AVAIL shall provide the following support measures. a. There are two problem resolution standards for the levels of support(See Figure 1): 1. General Provision: i. Telephone hot line access for problem and error reporting and response of diagnostic services(814-234-3394 xio5o); ii. Ability to initiate support requests via e-mail to Support®Availtec.com iii. AVAIL shall staff their Call Center during regular business hours see Figure 1. In case of a support call, AVAIL will want to collect the pertinent information as soon as practical. In the event that AVAIL cannot answer the initial call, a voicemail service shall be operative as a backup system; 2. Routine Care—(as defined in Figure 2) i. AVAIL shall respond to the call as stated in Figure 2; ii. The problem will be entered into the AVAIL tracking system, entering the Caller's Name, Property Name and Contact Phone Number; iii. AVAIL shall keep PROPERTY advised of a plan for resolution of the error as soon as practical; iv. If the error occurs after AVAIL business hours, the Caller shall still leave a voice message with the same information as listed above. 3. Urgent Care—(as defined in Figure 2) i. AVAIL will respond to a call as stated in Figure 2; ii. Upon receipt of the call,the Support Team will immediately begin to assess the error and begin the process of resolving the problem. Resolution shall be conveyed to PROPERTY as soon as practical; iii. The error will be entered into the AVAIL tracking system: iv. On-site response for requests for remedial support and diagnostic repair services in response to shall be pursuant to Figure 2 of this Agreement. 4. System Self-Diagnostics and Self-Healing capabilities i. Through the use of sophisticated software monitoring system, the system will notify the operations staff of potential system degradation and alerts the on-call staff via message 24 hours/7 days a week. ii. Through these same techniques, the system has the capability to self-heal processes that have stalled or failed. Submitted by: Page 2 ""» Avail Technologies, Inc. (rev 2015) QV CI I L 16015 Maintenance and Support Plan February 1, 2o18—January 31, 2021 Collier Area Transit 5. PROPERTY Responsibilities PROPERTY shall give AVAIL,their full cooperation to facilitate proper and prompt performance of the Support Services and any additional services that the PARTIES agree. PROPERTY shall provide: a. A key technical contact that shall be familiar with the System to provide adequate information and feedback in order to facilitate problem reporting and resolution; b. The key technical contact will be aware of the terms and conditions under which AVAIL Systems provides after hours support: c. Promptly notify AVAIL of any error in the System; d. Provide sufficient information for AVAIL to effectively diagnose errors including a detailed description of the issue in text format,an explanation of what the user was doing when the issue occurred,any error messages that the system returned,screen shot images of the error, the current status of the system, a determination if the system is functional,and a state retrieval, if requested; e. Permit AVAIL to take such reasonable steps as AVAIL shall consider necessary to remedy any errors; f. Allow AVAIL prompt and reasonable access to: i. PROPERTY's physical sites,at the locations specified in the Support Plan of this Maintenance and Support Agreement. g. Provide a safe and secure work environment at the site(s) for AVAIL's authorized personnel performing Support Services and additional services on-site. PROPERTY shall not permit any person other than authorized AVAIL personnel to make corrections or in any way modify the Software. Any work, repair, replacement, remedial support, emergency support, or correction necessary will be in violation of this provision shall be considered additional services. 6. Software Maintenance AVAIL shall notify and make available to the PROPERTY all, Purchased Feature Enhancement and Bug Fixes to the software for the current software license. The nature and extent of the elements to be included or covered in any Enhancement, or Bug Fix shall be determined solely by AVAIL. Purchased Feature Enhancements and Bug Fixes will be made available to the PROPERTY at no additional charge other than the costs for additional hardware,configuration,integration,testing,travel and lodging and per diem,provided they are current in their payment for Maintenance and Support fees. In the event the PROPERTY has elected not to pay the Maintenance and Support Fees,they may obtain updates of a Purchased Feature Enhancements and Bug Fixes by paying the aggregate annual Maintenance and Support Fees which would otherwise have been due from the date of discontinued Maintenance and Support Services to the date such Purchased Feature Enhancement or Bug Fixes becomes generally available. As soon as practical,AVAIL will provide the PROPERTY with information relating to any software New Features during the term of this Agreement. New Feature Purchase shall be negotiated and agreed to Submitted by: Page 3 .... Avail Technologies, Inc. (rev 2015) Q LO � L 16015 Maintenance and Support Plan February 1, 2018—January 31, 2021 Collier Area Transit in writing, between the PARTIES, prior to any work beginning on the requested task. All efforts shall be made by the PROPERTY to provide AVAIL access to the individual Software server through the VPN process.Any New Feature Purchases, Purchased Feature Enhancement and Bug Fixes provided shall be governed by all of the terms and provisions of this agreement. Upon notification, the PROPERTY shall have six (6) months from receipt of such notice to authorize AVAIL to deliver the product, provided they are current in their payment for support fees. All New Feature Purchases, Purchased Feature Enhancements, or Bug Fixes provided, shall be considered Software for purposes of the Software License Agreement and this Maintenance and Support Agreement. AVAIL agrees to provide to the PROPERTY the elected level of support as defined in section 3a for the Software and any subsequent upgrades during the full term of this Agreement(including all renewals) through the end of this contract or any subsequent extension of Maintenance and Support Services; provided that the PROPERTY has paid the applicable Maintenance and Support Charges hereunder as and when they become due. AVAIL agrees that its failure to continue to provide such support shall constitute a material breach of this Agreement. AVAIL agrees to provide to the PROPERTY the Level of Support as stated in Figure 1 for the Software and any subsequent upgrades during the full term of this Agreement (including all renewals) through the end of this contract or any subsequent extension of Maintenance and Support Services; provided that the PROPERTY has paid the applicable Support Charges hereunder as and when they become due. AVAIL agrees that its failure to continue to provide such support shall constitute a material breach of this Agreement. 7. Maintenance and Support Services a. PROPERTY shall pay the Maintenance and Support charges set forth, and PROPERTY will receive technical support for the term of this Contract; b. Provided PROPERTY has paid the applicable Maintenance and Support,AVAIL shall support the Hardware and Software as set forth in this Agreement; c. Corrections - For a period of Twelve (12) months following the release of a Major Release upgrade, AVAIL will use reasonable efforts to support any previously Release of that Software program. AVAIL shall advise PROPERTY as soon as practical, of the intention to discontinue support services of any version of AVAIL software currently in use by PROPERTY.AVAIL shall also maintain this requirement for the subcontractors they use for this Project; d. AVAIL shall have no obligation to correct problems which are traced to any PROPERTY errors, modifications,enhancements, software or hardware; In the event that AVAIL provides any additional services requested by PROPERTY,AVAIL shall invoice for such additional services based upon its then-current time and material rates. PROPERTY shall pay all charges for such additional services upon receipt of 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. Charges for additional services may include fees for labor, materials, hardware components, shipping, software, documentation, and/or other products or services and associated expenses, including reasonable travel expenses incurred by AVAIL when providing additional services at PROPERTY's request. Submitted by: Page 4 Avail Technologies, Inc. (rev 2015) QV I L 16D15 Maintenance and Support Plan February 1, 2018—January 31, 2021 Collier Area Transit Additional Maintenance and Support,which shall follow the completion of the three(3)years of support may be extended for an agreed upon timeframe by the PARTIES. The cost would be at AVAIL's then- current standard Maintenance and Support Fees for as long as AVAIL offers such support.The intent is to make payment of the applicable fees in advance of each anniversary of the completion date. If PROPERTY purchases Maintenance and Support for any copy of the Software, it must purchase Maintenance and Support for all licenses of such Software unless PROPERTY has discontinued the use of certain licensees within the Avail Suite of purchased and installed modules. 8. Travel Expenses Travel expenses shall be reimbursed as per Section 112.061, Fla. Stat. and must be pre-approved in writing by the PROPERTY. 9. Confidentiality Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat.,and the Florida Sunshine Law, Chapter 286, Fla. Stat. 10. Maintenance and Support AVAIL represents to PROPERTY that all services provided hereunder will be performed in a workmanlike manner. This Maintenance and Support agreement includes the software and hardware listed below for this entire term. If during the period of this Maintenance and Support Agreement,any software or device of the System were to become obsolete,AVAIL agrees to work with PROPERTY to provide a replacement device and to ensure its downward compatibility with the rest of the deployed system. 11. System Support: AVAIL will provide remote and, if necessary, on-site system support as per Section 11.C, for the term specified in this Agreement, for all software initially provided by AVAIL for sustaining the accepted system configuration; 1. AVAIL will provide consultation to PROPERTY's Key Technical Contact by Phone and Remote Diagnostic System Support to: i. Facilitate remote troubleshooting and solution implementation; ii. Acquire and review data logs for problem identification via remote access line; iii. Provide problem analysis and possible resolution; iv. Diagnose reported software and system problems. PROPERTY must maintain remote access capability for AVAIL. Remote access will be via a VPN connection; v. Assist in arranging for service and support of non-warranted components. AVAIL can, at PROPERTY's request, provide non-warranted service and support. (i.e. LAN interface to the Communications system and Installation / Removal Services). AVAIL will not be responsible for the service call or system repair costs. Such costs will be billed to PROPERTY. 2. Exceptions: i. If it is determined by AVAIL that a system problem was not due to an AVAIL installed component, PROPERTY will be responsible for all engineering and Submitted by: Page 5M Avail Technologies, Inc. (rev 2015) Q V 0 I L 16D15 Maintenance and Support Plan February 1, 2018—January 31, 2021 Collier Area Transit technical support, time and material costs. All labor will be charged at AVAIL's prevailing rates; ii. On-site support is not included in the offer but is available on a time and material basis. However,AVAIL will provide remote support to PROPERTY without additional charge. 12. Maintenance and Support Components a. Software(includes all applicable license fees): Software myAvail DataPoint myAvail Replay myAvail TALE VitalPoint myAvail Dispatch myAvail TIDS Prediction Engine myStop Web—site license, internet application myStop Text myStop iPhone App myStop Android Web myStop Alerts myStop Subscription b. Covered Hardware Equipment— Vehicle Hardware Quantity In-Vehicle Unit(IVU) 6 IEB 19 Vg000 19 mSlate 6 Annunciators 19 APC's �5 Sunrise Signs 25 RCU 6 PA Amplifier 6 Power Filter 6 c. Non-Covered Computer Equipment 1.Computers& Servers— Submitted b y: Page 6 ....• Avail Technologies, Inc. (rev 2015) Q UQ ( L 16015 Maintenance and Support Plan February i, 2018—January 31, 2022 Collier Area Transit i. ThinClient Workstations—Warranty Expired May 2015 a. S/N: S2E6DL3o1668, S2E6DL3o2218, S2E6DL3o2712 & S2E6DL3o2730 d. Products deemed defective will be repaired at no additional cost for parts, material and labor. Products will be replaced, instead of repaired, at AVAIL discretion. e. System Maintenance: 1. PROPERTY is responsible for equipment replacements as required for all installed equipment including: i. In-Vehicle Equipment; ii. Wireless Modem; iii. Wireless LAN; iv. Wayside Sign Component modules. 2. System Maintenance includes removal of equipment, replacement with a spare, initial triage diagnostics and shipping to a designated repair point. Any item to AVAIL must follow AVAIL's RMA procedures; i. PROPERTY is responsible for shipping cost to AVAIL or designated repair point. Return shipment to PROPERTY is at AVAIL's expense. f. Exceptions: 1. Non-technical hardware items such as batteries, racks, cables, connectors, mounts, handsets, speakers, antennas, sign audio buttons, KVM switches, network switches, memory storage media, panels and punch blocks are wear items and are not covered beyond the Vehicle Installation Support; 2. AVAIL is not responsible for: i. Products that are not used and serviced according to the training and instructions provided by AVAIL; ii. Products that have been altered,repaired or modified without prior consent from AVAIL; iii. Products damaged by any third-party equipment or intervention, force of nature or other conditions not in AVAIL's control; iv. Products damaged due to negligence or abuse. v. Cost, loss or damages resulting from the use of AVAIL supplied products, including but not limited to, loss of time, inconvenience and loss of production; vi. Shipping and shipping related costs of products mailed to AVAIL; vii. Products damaged during the shipping process to AVAIL; viii. Cost associated with parts, materials and labor provided by PROPERTY's Maintenance personnel. 3. AVAIL may evaluate items not covered under Maintenance and Support and an assessment will be provided to PROPERTY. If PROPERTY agrees with the assessment, they will be charged for the labor to complete the evaluation, shipping and shipping related costs, parts and materials used and repair labor. If PROPERTY elects not to repair the item, only the labor required for the assessment will be charged. All labor is charged at AVAIL's prevailing rates for the required skill level. g. Time and Material Charges for Non-Supported Hardware Repairs or Support: 1. To maintain system support coverage, all systems hardware must be returned to AVAIL for repair or approved for repair by AVAIL at a specified repair facility; Submitted by: Page 7 " Avail Technologies, Inc. (rev 2015) CVO I L tUHNOLOG ES, !N4 16015 Maintenance and Support Plan February 1, 2018—January 31, 2021 Collier Area Transit 1111•1•1111111111111. ,ftasems .,11111111•111111111=111, 2. Any returned unit may be repaired or replaced at the sole discretion of AVAIL; 3. AVAIL will charge a minimum of one (1) hour for each issue or return with subsequent increments billed at one-quarter (1/4) hour intervals at AVAIL's prevailing rate charges(Please refer to Figure 1); 4. Charges for non-supported repair / replacement or support will include the prevailing Preferred Customer rates(subjected to periodic updates) 5. Travel and associated travel labor costs for on-site work (if required) are not included and will be invoiced to PROPERTY at travel costs shall be pursuant to Section 8 of this Maintenance and Support Agreement. An estimate of on-site costs will be provided prior to any travel expenses being incurred. h. Installation a. Vehicle Installation go—Days i. Cellular Communications Service 1. N/A Submitted by; Page 8 Avail Technologies, Inc. (rev 2015) CVO O I L TECHNOLOGIES, INC. 160 15 Maintenance and Support Plan February 1, 2018—January 31, 2021 Collier Area Transit j. System Maintenance Logging 1. All system maintenance or repair information,whether Hardware or Software, is collected and recorded via CRM Case Logs entry, RMA Tracking for Hardware and Configuration Management tools for Software. k. Limits of Maintenance and Support Plan The maintenance and support set forth in this agreement is a limited maintenance and support plan.The hardware and software,included under the initial installation,new feature purchases, purchased feature enhancements or bug fixes, are subject to the representations, warranties, indemnifications, limitations and disclaimers set forth in the license agreement. 1. Limitation of Liability i. Indemnification by the PROPERTY is subject to the limitation set forth in Section 768.28, Fla. Stat. ii. Aside from the provisions listed in the contract and section 9 of the Software License Agreement Avail shall not be liable for any loss of profits, any incidental, special, exemplary or consequential damages; or any claims or demands brought against property or any third party. iii. PROPERTY may terminate this Agreement for convenience with a thirty (3o) day written notice. In the event that the Agreement is terminated, Avail's recovery against the PROVIDER shall be limited to that portion of the Agreement Amount earned through the date of termination. Avail shall not be entitled to any other or further recovery against the PROVIDER, including, but not limited to, any damages or any anticipated profit on portions of the services not performed or materials not provided. 2. Termination i. Notwithstanding the foregoing, all provisions here of relating to confidentiality,proprietary rights, nondisclosure, indemnity and limitations of liability shall survive the termination of this agreement. In the event of termination under this paragraph, property will not be entitled to any refund of any portion of the fees paid to Avail under this agreement, unless Avail: a. Materially breaches this agreement and fails to cure such breach within thirty(3o)days after notice from property; b. Delivers a notice that the software has been declared obsolete or withdrawn from sale; c. Otherwise discontinues providing standard level of support for the myAvail software suite: ii. Avail shall refund to property an amount equal to the aggregate support charges paid by property for the time during which the standard level of support services was not provided to property. Submitted by: Page g M�4:: Avail Technologies, Inc. (rev 2o15) CVO IL TECHNOLOGIES. INC. 16015 Maintenance and Support Plan February 1, 2018—January 31, 2021 Collier Area Transit Figure 1.- Maintenance and Support Plan Available Customer Support Plans Plan Description • Routine Care and Urgent Care are provided during Standard standard business hours. Progress updates provided every two business hours. Included in this Business Hours • If needed for a non-covered item, Time and Material Agreement Support charge mechanism must be in place before work will commence • Urgent Care response 24/7 access to the Avail Support Team which includes Standard Business Hours Support and all NON-business hours of coverage to support Urgent Care needs. Extended Hours • A customer support line to contact the on-duty support • Included in this Support engineer at Avail. Agreement • The continuation of Urgent Care resolution after Standard Business Hours. • Progress updates provided every 2"d hour(or as agreed by your team). • Includes all features of Standard Business Hour Support and Extended Hours Support • Avail operates and maintains the fixed end computer system in our dedicated data center operation • Avail connects to your high-speed communications interface provider • Included in this Hosted System • Avail maintains system backup services and operational Agreement system redundancy • Includes system hardware maintenance and software release maintenance and upgrades • Avail provides the staff for operation and maintenance of the computer system at the hosted location 111111111111111 111111111116 Submitted by: Page io "'" Avail Technologies, Inc. (rev 2o1.5) Q`f O I L TECHNOLOGIES, INC. 161115 Maintenance and Support Plan February 1, 2018—January 31, 2021 Collier Area Transit Figure 2- Maintenance and Support Plan Problem Resolution Standards Level Definition Target Action • Production use of the system is possible, • Initial response within(c,)four business but a business function is disabled and no hours; workaround exists; • Resource assigned within a day and Routine Care • This category also applies to problems remains assigned until resolution; which severely impact the progress of an • Activity to resolve problem during implementation project where no business hours; workaround exists. • Target Resolution:72 hours. • Initial response within (1) one business • Business Critical — Production use of the hour for Standard Business Hours system is not possible; Support; • No communication with vehicles and no • Extended Hours Support response time Urgent Care workaround exists; will be one(1)hour • Resource assigned immediately and • PROPERTY requires resolution urgently remains assigned until resolution; do to financial, legal and public risk • Immediate activity to resolve problem; exposure. • Target Resolution: 24 hours. Prevailing Labor Charges for non-Supported Repairs and Services a. Software Engineer-$161.00/hour b. Technician - $92.00/hour Avail will provide the PROVIDER notice of the changes to the rates. Reporting Process: 1. Contact the Call Center and register problem with system-(814)-234-3394(extension 1050); 2. If no answer at the Call Center, be sure to leave caller name, property name and contact phone number,description of problem; 3. Alternate contact: a. E-mail-supports availtec.com b. 24/7 Support—Call 814-234-3394 xno5o,when asked for pin #,enter 7111 Standard Business Hours: 1. Monday through Friday; 2. 7:3o AM to 6:3o PM EST; 3. National holidays excluded. a. January 1St,Memorial Day,July 4th,Labor Day,Thanksgiving and the following Friday, December 25th. (NOTE: If the Holiday falls on a Saturday, AVAIL is closed on the preceding Friday. If a Holiday falls on a Sunday,AVAIL is closed on the following Monday). Work Flow: Submitted by: Page 11 ;: Avail Technologies, Inc. (rev 20/5) QUO IL TECHNOLOGIES, INC 16015 Maintenance and Support Plan February 1, 2018—January 31, 2021 Collier Area Transit Upon receipt of an issue, AVAIL support staff will begin documentation of the issue. The documentation shall record all pertinent information that has been received either by telephone or email. Following completion of the gathering of information regarding the problem,AVAIL support staff will categorize the issue and communicate the target action back to PROPERTY contact. Once a problem has been identified, AVAIL support staff will work with AVAIL or third-party engineering staff to determine an appropriate solution timeframe.Once the solution has been tested and proven viable, AVAIL support staff will contact PROPERTY to make arrangements for implementation. In the event that the solution cannot be tested and implemented within the timeframe that was initially communicated to PROPERTY, AVAIL support staff will attempt to implement a workaround for PROPERTY while pursuing resolution. In all cases,AVAIL will attempt to minimize the amount of time necessary to resolve the issue. If AVAIL personnel cannot recreate the problem in the lab configuration, additional information may be required from PROPERTY.This may include but is not limited to screen shots in .bmp or.jpg format and/or retrieval of files from the affected software. AVAIL will endeavor to resolve any system problems remotely through use of a Virtual Private Network (VPN). If both parties deem it necessary to travel to PROPERTY premises to resolve the problem,the on-site engineering /technical support services are included in this agreement. The cost for the travel and living expenses shall be agreed upon between the PARTIES.The engineering/technical support services rendered will be billed to PROPERTY if it is determined while on site that the problem resolution was not due to AVAIL's inability to re-create and resolve the problem remotely. BOARD OF COUNTY COMMISSIONERS Authorization COLLIER COUNTY, FLORIDA for Avail Technologies, Inc. Collier Are ran it �f �rr� rl! x. "/ 2/13/18 Signa �;/ ate Signature Date e(- Pa , A %„.. X.vs Printed Name Printed Narae (4 C4o, Title Title r ATTEST: dg Approved as to form and legality DWIGHT E.15-® K,Ci,.4:K %' a. • Jeffrey A. Klatzkow,County Attorney Attest as to Chairmant si natured Submitted by: Page 12 " Avail Technologies, Inc. (rev2015) a1/4)Ca L 16 D 15 .-------"" 9AVAI-1 OP ID: RR. A`CORoR CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDYYYY) 02/05/2018 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 have ADDITIONAL INSURED provisions or 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 814-237-1492 CONTACT John P.Conroy, CIC Frost&Conn,Inc. PHONE (A/c,No,Ext): (A/c,814-237-1492 I FAX P.O.Box 469 N4814-234-0389 State College, PA 16804-0469 ADDRESS: John P.Conroy,CIC INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Cincinnati Insurance Co 10677 INSURED Avail Technologies,Inc. INSURER B:OneBeacon Insurance Group 20621 1960 Old Gatesburg Rd,Ste 200 State College,PA 16803 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTRINSR WVD POLICY NUMBER (MM/DD/YYYYI fMM/DD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR '( EPP 0124403 01/01/2018 01/01/2019 DAMAGE SESOR(Ea REPREMoccurreNTED $ 500,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ ANY AUTO EBA0124403 01/01/2018 01/01/2019 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 EXCESS LIAB CLAIMS-MADE EPP 0124403 01/01/2018 01/01/2019 AGGREGATE _ $ 3,000,000 DED RETENTION$ $ A WORKERS COMPENSATION X PER OTH- ANDEMPLOYERS'LIABILITY Y/N EWC0460226 01/01/2018 01/01/2019 STATUTE ER 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below 1,000,000 E.L.DISEASE-POLICY LIMIT $ B Professional Liab 7600096100001 10/29/2017 10/29/2018 Occurrent 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier Area Transit,Collier County Government is additional insured on commercial General Liability as to operations of and or work performed by the insured.Tech E&O and Cyber Liability coverage of$1,000,000 included in Professional Liability policy 7600096100001 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier Area Transit THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Government 3327 Tamiami Trail E. AUTHORIZED REPRESENTATIVE Naples, FL 34112 Q ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. 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