Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Agenda 01/14/2014 Item # 11C
1/14/2014 11 .C. EXECUTIVE SUMMARY Recommendation to award Contract 13-6064 in the amount of $2,208,599 for Asset Management software and consulting, including implementation and integration, to Woolpert, Inc.; award licensing and maintenance agreements for software totaling $497,775; and authorize funding in the amount of $567,893 for the approved Phase Three of existing contract 10-5447 with EMA of Minnesota,Inc. OBJECTIVE: To more cost-effectively manage the repair and maintenance of all assets. This project is a full-scale implementation program within the Public Utilities Division (PUD). Upon successful completion, the program will serve as a model for future use throughout the County Manager's Agency. CONSIDERATIONS: On June 24, 2008, as Agenda Item IOG, the Board of County Commissioners (Board) adopted the 2008 Water and Wastewater Master Plan Updates that identified the requirement for a comprehensive asset management program. The proposed scope of work is consistent with the 2008 Water Master Plan Update, Project 71012, "Asset Management," Section 8, Table 8-2, page 3 of 5, line 93; the 2008 Wastewater Master Plan update, Section 8, Table 8-2, page 3 of 5, line 83; the 2010 Potable Water CIP Update, page 3 of 4, line 51; and the 2010 Wastewater CIP Update, page 3 of 4 line 58, as identified in the 2011 User Fee Rate Study. The following is a brief chronology of the program and communications with the Board since September 2011. As directed, the PUD has returned to the Board with status updates, as well as confirmed continued direction, throughout the lifecycle of the program. Date Item Description Contract 10-5447 -awarded to EMA. Phase One: System requirements and beta demonstration September Board Agenda project for Water and Wastewater Departments. 13,2011 Item 10E Phase Two: Stand-alone GIS-based Interim Work Order System implemented across the Water-Sewer District. Phase Three: Definition and support of integration into SAP (not actual integration costs)—approved but not funded. November Board Agenda A brief presentation as part of the AUIR agenda to further 8, 2011 Item 8A explain how each Division will implement plans that will ultimately integrate with the PUD pilot program results. June 12, Board Agenda GMD added scope to evaluate existing data collection 2012 Item 16E3 strategies, and how to migrate to industry best work management practices. Packet Page -217- 1/14/2014 11.C. July 24, Board Agenda Reallocation of tasks from Phase 3 to Phase 2. Allowed 2012 Item 16C8 requirements gathering and RFP solicitation to expedite .ro• am. June 11, Board Agenda PUD added scope to support the compilation,evaluation, and 2013 Item 16E4 review of scripted demonstrations of proposed Customer Relations Management Systems October 1, Asset assessment of known assets, and the movement through 2013 Board Workshop the lifecycle. RFP status, contract negotiations and anticipated Board award. On March 5, 2013, the Purchasing Department issued RFP 13-6064. Email notices were sent to 1,696 vendors. Full solicitation packages were downloaded by 107 vendors. Five consulting firms submitted proposals by the April 4, 2013, deadline. A countywide selection committee of seven reviewed the proposals and ranked the firms as shown on the Selection Committee Final Ranking Sheet— Step 2 (Attachment A). The selection committee requested a final presentation and interview with the three top ranked firms, Woolpert, Inc. (Woolpert), who proposed a Cityworks solution integrated with ESRI (GIS), Black and Veatch Corporation, who proposed an SAP centric solution and The Timmons Group who also proposed a Cityworks solution. The Timmons Group elected to not participate in the final presentation. At the conclusion of the presentation and interview, the selection committee ranked each firm as shown on the Selection Committee Final Ranking Sheet— Step 3 (Attachment B). Staff then negotiated the final contract scope, deliverables, schedule, and fees, and recommended award of the contract to Woolpert. Woolpert is the prime vendor who is responsible for integrating multiple "commercial off-the- shelf' software applications and ensuring the required functionality that will be achieved through standard configuration and not specialized customization. Software agreements with Cityworks, Inc., RIVA Modeling, GE Workflow, and Woolpert e311 are for licensing and maintenance alone with no configuration. Each licensing agreement provides immediate rights to the software, while each maintenance agreement provides access to improvements, bug fixes, and software enhancements over the life of the contract. The county has both existing GE Systems contracts in place. To leverage the solution proposed by Woolpert, staff recommends amending the existing GE Systems GlobalCare contract to include provisions for GE Workflow. Each licensing agreement and maintenance agreement to be approved along with the Master Agreement with Woolpert is attached to this item as Attachments F through L, and is incorporated into the Master Agreement under Exhibit F. Through the phased implementation schedule, the applications in the table below will be installed, configured and tested individually. Upon individual application acceptance, all applications will then be integrated together and tested to ensure the required functionality is achieved. Hence, the project implementation will not be complete until all individual applications and the entire system are fully integrated and successfully tested. A brief description of the software is provided below. Packet Page -218- 1/14/2014 11.C. PRIME VENDOR-Woolpert Inc. Responsible for configuration,integration, and functionality of all software below Primary Ancillary Software Software Functional Description Cityworks Commercial off-the-shelf software (Azteca) Work and Inventory Management Full integration with existing GIS (ESRI) and SAP RIVA Commercial off-the-shelf software Modeling Forecasts short-and long-term predictive and preventative work Essential to determine CEP programs linked to SAP GE Commercial off-the-shelf software WorkFlow Applies SCADA data to assets (pumps,motors,valves, etc.) Automatically generates work requests Woolpert Commercial off-the-shelf software e311 Web-based customer request portal Allows customers to enter,monitor, and close complaints To protect the County's interest in the project, staff has negotiated the following: 1. A progress payment schedule as part of the integration services agreement to make Woolpert responsible for the successful installation and testing of the individual modules and the successful integration of the total system thereafter; 2. A refund provision in each software licensing agreement should any of the licensed products fail to perform; and 3. A detailed scope to perform value engineering and fully support a Quality Assurance and Control program during implementation, with EMA of Minnesota (EMA) whose final phase (Phase Three) was approved but not funded in the initial contract (10-5447), and change the duration of the contract to align with the implementation phase of Contract 13-6064. The Phase Three scope was negotiated and reduced to match the needs of the proposed solution (reference Attachment C). FISCAL IMPACT: A seven-year forecast illustrates the anticipated costs in each year for capital and operational costs. Included in this timeframe is an anticipated hardware replacement cycle in year six (2019). A detailed Total Cost of Ownership analysis is provided in Attachment D. Included in the Total Cost of Ownership are anticipated costs of future enhancements and integrations to our current SAP system which include guidance on materials management and inventory process control with a focus on streamlined data integration across multiple systems. Table 1 —PUD Estimated Expenditures Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 2014 2015 2016 2017 2018 2019 2020 Capital $3,113,956 $1,265,593 $727,805 $ - $ - $84,597 $ - Operational $56,732 $274,554 $288,821 $759,482 $841,457 $927,529 $1,028,906 PUD $ - $100,000 $110,000 $120,000 $125,000 $130,000 $130,000 Staffing Packet Page-219- 1/14/2014 11 .C. Table 1 above represents the PUD funding and an estimated level of staffing to support the QA/QC, data integrity and business process implementations over the forecast period. It is anticipated that approximately $225,000 of additional capital would be required for software licensing to support expansion to other divisions. Upon Agency implementation, operational costs will be allocated among the participating divisions. Funds are available in the FY14 budget under Project 50105, as approved by the Board on September 19, 2013. The source of funding is Water, Wastewater, and Solid and Hazardous Waste User Fees, Funds 412, 414 and 474. LEGAL CONSIDERATIONS: There is a total of eight agreements that require the approval of the Board attached to this item: 1 Master Agreement with Woolpert, 3 Licensing Agreements (Woolpert, Cityworks, RIVA), 3 Maintenance Agreements (Woolpert, Cityworks, RIVA) and 1 contract amendment with GE Systems to provide GE WorkFlow. This item has been approved as to form and legality and requires a majority vote for approval. -ERP GROWTH MANAGEMENT IMPACT: This project meets current Growth Management Plan standards to ensure the adequacy and availability of viable public facilities. RECOMMENDATION: That the Board of County Commissioners, Ex-officio Governing Board of the Collier County Water-Sewer District, • award Contract 13-6064 in the amount of $2,208,599 to Woolpert, Inc., for Implementation and Integration services; • authorize the Chairwoman to sign and execute the attached agreements for all software licenses and maintenance after review and approval by the County Attorney's Office; • procure necessary hardware and software; and authorize staff to issue purchase orders to — Woolpert for Implementation and Integration Services in the amount of $2,208,599.00; — Azteca for Cityworks software in the amount of$311,925.00; — RIVA Modeling for Capital planning and Prioritization software in the amount of $125,000.00; — GE Systems for GE WorkFlow SCADA work management software in the amount of$50,850.00; — Woolpert (e311) for Customer portal request application software in the amount of$10,000.00; and • approve scope modifications and date changes to existing Contract 10-5447 with EMA of Minnesota, Inc., to coincide with the implementation schedule, and authorize staff to issue a purchase order in the amount of$567,893 for Phase Three. Prepared by: Aaron Cromer, Planning and Project Management Department Principal Project Manager, Public Utilities Division; and Tracey Payne, Applications Support, Applications Analyst, Administrative Services Division. Attachments: Attachment A- Selection Committee Final Ranking Sheet—Step 2 Packet Page -220- 1/14/2014 11.C. Attachment B - Selection Committee Final Ranking Sheet— Step 3 Attachment C - EMA Scope of Work Attachment D -Total Cost of Ownership Attachment E- 13-6064 for Asset Management Software and Consulting with IT Documents Attachment F -Azteca Cityworks License Agreement Attachment G - Azteca Cityworks Update and Support Agreement Attachment H -RIVA Modeling Systems Inc. - Software License Agreement Attachment I- RIVA Modeling Systems, Inc. - Software Support and Maintenance Agreement Attachment J-Woolpert e311 - Software License Agreement Attachment K-Woolpert e311 - Support and Maintenance Agreement Attachment L- 11-5752 GE Contract Amendment Packet Page -221- 1/14/2014 11 .C. COLLIER COUNTY Board of County Commissioners Item Number: 11.11.C. Item Summary: Recommendation to award Contract 13-6064 in the amount of $2,208,599 for Asset Management software and consulting, including implementation and integration, to Woolpert, Inc.; award licensing and maintenance agreements for software totaling$497,775; and authorize funding in the amount of$567,893 for the approved Phase Three of existing contract 10-5447 with EMA of Minnesota, Inc. (George Yilmaz, Public Utilities Administrator) Meeting Date: 1/14/2014 Prepared By Name: CromerAaron Title: Project Manager,Principal,Public Utilities Engine 11/18/2013 3:51:28 PM Submitted by Title: Project Manager,Principal,Public Utilities Engine Name: CromerAaron 11/18/2013 3:51:30 PM Approved By Name: Steve Messner Title: Plant Manager,Water Date: 11/19/2013 8:55:16 AM Name: PriceLen Title: Administrator, Administrative Services Date: 11/19/2013 11:12:01 AM Name: PriceLen Title: Administrator, Administrative Services Date: 11/19/2013 11:12:13 AM Packet Page -222- 1/14/2014 11 .C. Name: HapkeMargie Title: Operations Analyst,Public Utilities Date: 11/19/2013 11:52:55 AM Name: JohnssenBeth Date: 11/20/2013 1:53:44 PM Name: JacobsSusan Title: Operations Analyst,Public Utilities Date: 11/25/2013 12:37:14 PM Name: JacobsSusan Title: Operations Analyst,Public Utilities Date: 11/26/2013 9:57:44 AM Name: RodriguezDan Title: Director- Solid Waste,Solid Waste Date: 11/26/2013 11:06:54 AM Name: WardKelsey Title: Manager-Contracts Administration,Purchasing&Ge Date: 11/26/2013 5:06:20 PM Name: WardKelsey Title: Manager-Contracts Administration,Purchasing&Ge Date: 11/26/2013 5:06:30 PM Name: BerriosMike Title: Manager-Network Operations,Information Technolog Date: 11/26/2013 6:15:09 PM Name: MarkiewiczJoanne Title: Manager-Purchasing Acquisition,Purchasing&Gene Date: 11/26/2013 7:47:46 PM Name: JohnsonScott Title: Purchasing Agent,Purchasing&General Services Date: 11/26/2013 7:52:56 PM Name: YilmazGeorge Title: Administrator,Public Utilities Date: 11/26/2013 8:10:52 PM Name: CarnellSteve Packet Page -223- 1/14/2014 11 .C. Title: Purchasing/General Services Director Date: 11/27/2013 1:00:08 PM Name: CasalanguidaNick Title: Deputy Administrator-GMD,Business Management&B Date: 12/2/2013 11:04:24 AM Name: PepinEmily Title: Assistant County Attorney, CAO Litigation Date: 12/2/2013 4:47:24 PM Name: KlatzkowJeff Title: County Attorney Date: 12/26/2013 11:38:02 AM Name: UsherSusan Title: Management/Budget Analyst, Senior,Office of Manage Date: 1/8/2014 9:17:59 AM Name: KlatzkowJeff Title: County Attorney Date: 1/8/2014 9:25:15 AM Name: OchsLeo Title: County Manager Date: 1/8/2014 1:43:18 PM Packet Page -224- 1/14/2014 11 .C. a++achmEn-f, A 0 0 0 0 0 . 00000 ,( C .r 0 0 00 0 0 00 r N M 4 ct) C) CD co Z e- M N t m "L O• c C { r N M et LO .2 r„ca s: 0 rz ,,t d C .n.•J U) ti — a- N M ,7 1n 3 >.',=.1, l r N M .0 in i.'.O - r M N of 10 ,-t w C,,:€ O no t0 r- d O T- N e! M if> .cr N N 0: E-ei NI- C c4 'p" 0 0- +S :i" Cs,e " � r St N M 1n L.' CO O Zfm CO V O C AS L . A � , • Q +E 4-/ co . Q a V w+ - c 0 F 0 a. N N V 'a) s -' O O? N O ,- U ica =a i. , 9--- >, ate_ �r p d U P O N U) cc (��+ 5 cc, N (7 L 0) i. 1. M M (' - > co O Q c r N V - is ii a .- f ? ' ' a ° _ i6Q co ns V G. W , 0 c6 C F-• -- Packet Page-225- min+ 1/14/2014 11.C. , 008 O �; 0 0 0 ,1�t. d' fix; r N N NI- -. 3 «� co fn c0 rt X3I ..' N co t L i,."":::-.:.:4-..9:1:7K, V N N <,>u� N N t,, , Nt . r N , ii 1 r M V- 11 d J 4 E- �, U c max . ro 00 N M t7 cli no v d L .1 Tit •C ," O ,. co LI- M �t t O a - ,a N co (L xi r N M it � C CO'' � O N d co 2O 0 0 O c{C c .�m y ''O^^ M vI (Q w a) C O ;x _ 4 0 0 (II tn W 0 $ O C it = ea U a� a� C p - 5•c a a) c 6 g m m - v t£ i; c i� • N o y M co O d zoo — O 0) (� O C U N tJ Q N `_ O Y O co 175 LL 0. ea .. 0 mi E co Q' F- U) i m - U) 0_ Packet Page -226- 1/14/2014 11 .C. ., 0 0 < � _; 0 0 1, �„s;i N t 41 N a� r '- N Ot y d f r — N d ++ E N �U C t r N cc O O V .. `+- fi) LL . " , _ v tar, d ,:!..::',:;!:::;=.:',,70,..'.'.. y. N '0 „x7 t0 a N N yc C` 43 ti'. O, 3 V.... •C 'Q b '? • O U . -0 L e- N C "' ea ^ O L U O c'. co c cu 0 m N c c a m a� ' ca E o c c•CO co C O as U,F- [ m m o c ° ft:. a) CC y ' Qa i� s0 cu cvi a a ., a. 6 a o 8 :.g. m i -- Packet Page -227- rrcrnc n� 1/14 O 'tl" O O Co W '.N: V O 0 O 'Rt h N N N M 69 H� fA 69-.1.V.77,r FH J: f0 OD OD f0 fD x O m N O N �' C.� t0 1. r 2 N O 01 ; CO M N .. -, LO LO to (D N CO O 0 c z` �: �p N c0 O C 3 F':. U . —T E. , }C N o 7 �. aD M Mnn . o if1 M: U j CA ' c o ♦i '. Y C OD M m: N@ O m Q. n,f w' V '� M' N M N N M y 0 C M m IA i kid — — O N U 0 M S >'d Qs' O . '{D,. . E Z m i. CO; � 4 CO m ,r V V a C CD .T ff1 r, N •y r2 N >.t Y C, O N m N 00. N cO +y. :,,��, N N .4. N � a O¢ __ P7. co V C',,340:'..V..::;::::::::::„...,,..::::,..:: .�. r''' . 3�. M C') N N M t„o M M N G7 co l0 E N N. N 0 0 CJ > . N O x U l0 M N 14.... O W CO N �' W O �0- Cp T- aoo v, r. w � E cY5 y1 ..:" c c r c c • w- a r a •O OI et d C! o y °• a C G D D..c :cy U C U : 11 ' ; C p, j'T7w a m ;:c 0 fao c o N ° E.T.c .,-.. O° 0 to O N N .4,-; c ,a1 m :Y o u a #.- .E w c E ° o c 7 H d ,'"' C co C ,�, a+ c N y .r) aW g 'r CA N v• i 7 N c W ._ o L..°: d c m co O,a�_ o 0 v) c f- - w w CI) o c°1 E C/) to 0 O co _o-Ci C V rn ° 0 co U m y ° m Er c E E „t54,,.::: o X C� °' c o c d .0. . , w a d, o ,7,'... � 1, O N O 0 Y ° c°1 0 Q o c N E y o U q1 c Q 0 m U E U o � �} y o y � U ,C. o ' � Y r o- 7 0 c -° o Es c Y c E a ” E E E g o +. E E E> ° y a . Ear E ,ncac E itQtflflfflu!> a o 0 c o a-.,�•- u o c C> ^. 0 C U („) O '3 m 0 U 0 0 O - O — a c �9 Ea- ' '— '0 � - Ma U �v; - 0000- `ham moama � i cm , ,08• .a om0 ,,, 8 are o E I°. ri,43 co ? aa) 8E0 a1 i> p ' 3as3 � n �o5vo5= r">som3a� `" wv/im � � 2 cr ;m cE674-c)-?� �'m CE i1c m � yd ° m : Ed6 -° oo ., aa1E tQ � c6 ° m a) LO o a,kcmw `m � m >oom a>i � om mmm � oa>io � aEicQ :am ° aio .,_ oa � a C7 t-: +�.A+n :cav > u, amcl t-'a.._ � a3Gra1 > av � vQvof- Eaa v V e-.r N t") tY ?� r N M r N M t1'y - r N "- Ory M N N N M c'7 c6. M M M 'ct• C'1 • (M (`� M fM (�') C7 f7 M C7 ('7 ('7 M Packet Page-228- N v N N N .:CV OJ �• o o. o CO Co OP M 1/14/2014 11 .C. ya ` N et co M 10 7 0) 0) ax ill 0 00 CO 01 (6 !� O) (D t0 W :.i'ti; OD co o ,-' co CO 'Cr CD In CO m CS p i.' In N O) Or 'R 00+:44" O N co ,_to:` (O b IC) CS h T. vi. (H fA N HT 69 -V, co m to 4, co et CO CA-Ul m o:; 4. .4 4, w w CO O N CO >c.4 (O N N It) 31■ :, a; .: ¢i. f� II) o 0--. %r : I C O N O C0 ••- s Q N T�O N N CO (D O N - C... °Q E= Iwo lh .....:e x4 w AD; _ r o • F i r C C C c c0 03 h ,- a y Cy j UP O C' sk m oD • C, g O t (A . w r„ U (/) C L �f (0 OD V! N 0 C 000 (D (p ri7 O N c -) H K) M 0 c� w�. r. •C CA M a T N OD 7 Q Z oD N 1I7 CI CD t0 y • m O) I' O) 10 N CA N s L Y ^� N CO CO O O O -CO CO CO (D 'N N M �Q c lo co �k,. r) v a .� a- go'� d �Q22 y, V t 0) N tD �,.t a.•, 2t Y N (O a S f0 C c0 N - .t oo: C, w C) ^L N 4, U V CO; O o CO N O 0 O N M co O O N .�U > C (0 9) w wi a Q . 70 C a) u' U vi N O . -c C .0 N O Q- c _• O -i N •'d Q U al U .D w+ V n C) c o_ p O c O 'c V O �, o 'mC C o • CO .� CO CO• O C ,9-) .c 0 co i6 c co C T cil CO O r ac) c g m c m o ,t.' p m m E E C 4,9 o 8:co m E c g E a) a• a g at -0 c m m w a 0 c n CO a) d E g i� g N c w a 0 •- 0 C) U c '0 a0+ U C7 o �' N O > N N C) a O ,u4,... .E.i;to C CO ..n CO m j U w y. co co N C) C C N < C Z' I-- c - C U N N O m •Q o 1] U m a a) +!' E O 0) V O g U ° r' Y _ CO Q u a) YA m a c c) c o y o (a ; o a o ca > y o. c o E -, � s . o C V Cl 3:3 a) w, (0 - o E 0)) to vi CC)) C o...- p y m CC c o v; o U co a m ° v �` c Q •y aNi en aci o .c aci m 3 aci m aci w A 3 n) co H E c`a as Ec .4 EcE > E (nE � � �' E � 2 o � o � @2E p : d0 o d m o m o o « a> p d o CD E Z � p O d a) o � '� E c) ° c 0 2 c c 0 c c n`o c u, c o a;ITS t CO 72cc0 mEU 02'';1 ', CU E— vi ino0g ' 3622. 3 a g 0 3 co m o (,5,2.;c4.,73 m 3 co ; co I�.:' 0 m cc S J W c a rf N N a) N d co N m aa)) aa)) C ca m < a) c a) o 0 0'45,0 E' C c E (y/� o o O C o •,:. E. Q1 2 0 ct d' ._ a 0 f- IX . 2 0 Uf- O ._ E Q HHE- Ui- co st (C) CO 00 N M Ca ( V• .4 C Lt) (O (A (O M co M C�) M M M; M M M M Packet Page-229- 0mer0 0 = as 1/14/201411 .0. `° G to 0 0 f N n O co; tG O cc; 0 O 4 O O N N h CO M o 0 V r r W -, - r A Q= _ O _ O O A 10 V tV L[ r 0 C LD t7 < CO � O N.O N h Q O . 0 h _ b Q 0- t..-: r h G N A A r c h 0 O O ' CO 69 19 N 69 N 0 M . . . . . M M N N W N N M 0 M N H N 00 K M 19 w H N CO m O N 10 < m 0 O N t7 o Oi co V Oi G CO O . N 0- V �O 0 0 o LC 1p 0 CO 1p N O O c0 nJ CO [O N 0- 6— A A CO W .- h 100 6- N N N O M 09 H M N M 0 69 e9 .n 0 N M 0 69 09 0 0 09 0 69- 69 69 CO A s{ top 01 t0 h 0- O CO 0 0 CO C9 O O O O h N V O N O V CO N L0 O co r pOp ' O O CD O 0 V CO 1f LO 0 0 0 L- N Q1 O OL ry O O O O tp tp LO Lg CO CO O O `O tV 0. O N T l60 N O O O N O r 0 6 [00 8 or O 0 .v- . 0 N V V to .- .- 69 M 69 69 09 19 e9 V9 09 b9 O N t9 t9 t9 . . t9 . t9 H O e9 0 A t O 00 0 W O 0 t0 t0 O 0 O N ca C G 6 O cG 6 CO T m 0 100 .- ry O n) 0 COJ 60 m 0 7 0 O t0 N `O O A O0 0 O h 0 O A iO V N 0 .- N — 0 l A •- N M 0 0 M H 0 H 03. t9 M 0 0 0, 0 0, 69 69 M M 0 0 0 0, M 0 0 0, CO CO V t N 0 O CO CO CO O V O 0 N O 0 m CO • C C tp C O CO V 6 6 N [0 M O � O O O O 0 O N p A _ O D ri 7 Qi N T O _ ` ^N o < , h O Ni }N N r 69 0 t9 69 19 M 0 M 0 0 0 0 0 0 0 to Vi 0, M 09 M 0 0 00 N O 0 N n1 CO 10 00 rn 1° CO CO CO v- 0 0 CI v 0. 1n Ln CO o 0 0 rn rn a1 o m 0 CD of h N to 6 to 6 c r 6 r N 6 4 6 v m tc 0 0 m toc N e °o t.°- 0, CO m v° t°° 0 CO 01 A m m N CCOO V .- 00 00 1h M 01 10 0, m N In N h A 0 Y N N N r 1.0 6. .- .- .- 0 0 0. H 69 69 N M H 19 0 09 09 0 to 0 09 0 0 0 0 0 0 0 H Y! 0 0, O CO CO 01 O t7 01 N CO N O N h 0- h h R CO CO D 0 G O 0 CO CO 6 6 to OL O O r N 0> 6 r 91 O 6 co O 01 0 O CO O O O A O 0- h 0, 0 m 000 O .- to Ln 0, f m ri a M n c v ,_ o CO —} o 0- v 69 0 0 09 0 0 69 0 0 09 09 69 0 M 0 M M 0 0. O 09 69 N 09 0 CO 03 0 A 01 N 100 100 O 100 O N O O V h m O m t0 C N V 6 <. O O A O N 0 V [VO N h O N O N N CO V .— N 0 1 0- O t0 N 0 CO 01 CO t00 10 N 1 N V H 49 0 69 09 09 . 0 09 0 69 6, 0 t9 e9 M 00 Vi t9 . 69 N 09 69 to • 0 O 0 O 0> O O 6 6 L(j O h C O O co NI co r ru T .O- n OV N O VO' COi cc h V N h v 0 O N N. O V 01 m V — N 0 10 y N N N , •- w 0 Vi t9 . V9 . . . . to . . t9 t9 09 0 69 09 N N 0, 69 01 0 0 0 69 O O ary N oO O O O O o0O 0 O • ' p CO 0 cr. 6 6 C C O h 0 h 6 O 6 co 6 O CO N 003 0 00i O A O 0 c CO CO CO 00 CO 01 0 y 0 . h ^ O O N n7 .- O Q N h V 10 O 10 10 V r N 6- V, 69 69 e9 69 0 0 e9 09 0 0 0 00 09 69 0 69 09 0 0 09 19 6, tf, 6, 0 19 69 N O o 0 CV 0 0 0 0 0 0 0 0 0 0 0 0.0 0 0 0 0 0 0 0 0 0 0 0 CV O O N O CO t0 tD 01 0 0 0 01 OD 0 0 0 0 0 o h 4 N to co O O O O 1(j O xi N O tD D C N cc; 6 O O O V V O O O 6 O N N O O O O CO O 0 O 0 h O CO O O O CO O O L0 O O L0 O O Cr, O O O O CO CO O "- O A h N O 0 O _ N h O O O h O 0t O Ly- CO 03 CO 91 1. N D B O O n r- O 01 n N O N v N N Ni N p p J co" N 0 O 0 N CO CO CO tV 00 CO 0 0 C H 69 0 0 09 69 0 0 69 0 H M H to H 0 b9 M . O H M t9 t9 . V9 . . L. t9 . . 69 0 O O O Z 01 Zi u5 CO N v ¢ N O 0 O O O CO CO C 0 O 0 G G 0>O N 0 N 0 T + N 0.1 v V V 0 0 09 0 0 0 09 M t9 0 0 M 69 0 ' O C N L-0:t7 0 ` O CO x j 0 c 2 Hi N S N y N 4 0 ID x x d �< ° L rn o1 u m 1- iI "°' o m t t- - Tv o d °> w v? o oo c$' 8 o U U To 1 x rn N 0 0 0 E 2' w d N CO 0 LL L~L L~Y LL d g `m w to CO i/i m e L L = m L -O x N y y N Z 2 a g - p`1 T a 0 0 0 -$ o .,0 m m d 0 N rO C U O 0 0 d N N N W 0 w y t,C F d 6 o a' — H w 3 ° �, °' " p w in =' �_ <n w in > d d m 4 d o CO 1.%- m _ c $ °°' ,...0 m 2 1` °1 rn ,+ r `�- z_ JO ro m " O a !4 a i d 8 a v 0 co r- 0 ¢ m ¢ S 0 J n cn to o Z Z m 0) 0 cn m ° 0 m a1 r w c m a2i m a1 m ro m -' y _. m m — m W c CO 0 CO O a y n to f- j a m m o ° .. rn o V In to In_ to ? in i. o o a N E 'Packet Page 230 o < ¢ ¢~~ o ' w wwIn w N O F. f. a "> a l' `aI>IzImImM4laI<Im 53 c t r r rm r r o In a 0 CO 1/14/2014 11.C. .19 69 a 40 0o a ' ao d O 0 69 N 69 b9 .9 b9 O b O O 0 r O O tri o M M N 0 N N 69 0 0 O O QO N O CO T O O N O 0 M N 6 en N r r } N N o o w bi m o 0 0 CO N O 0 el 0 N O O O r �N CD .9 b. us bs w w ea 0 0o . oo in o 0 c e o v o 0 o v .- bi o0 o N m ° y" <9 ... .9 b9 . e9 a CO c , a c o. co ,, co w bs .9 bs 0 e , CO .-- }N O O < d O o }N N b9 69 99 0 CO 0 CV }N M M o o by b9 cn g A N • a `y O o O a c E IS en a Packet Page -231- 1/14/2014 11 .C. AGREEMENT13-6064 for Asset Management Software and Consulting Services THIS AGREEMENT, made and entered into on this day of 2013, by and between Woolpert, Inc., authorized to do business in the State of Florida, whose business address is 10900 NW 25th Street, Suite 100, Miami, FL 33172-1922, the "Consultant") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. COMMENCEMENT. The Consultant shall commence the work upon issuance of a Notice to Proceed. 2. CONTRACT TERM. The contract shall be for a ten (10) year period, commencing on Date of Board award and terminating ten (10) year(s) from that date. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. The County Manager, or his designee, shall give the Consultant written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. The County may, at its discretion and with the consent of the Consultant, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional five (5) year periods. The hourly rates quoted on the Consultant's Proposal shall remain in effect for a period of one (1) year from the date of award by the Board of County Commissioners. Subsequently, upon the written request of the Consultant at least thirty (30) days in advance, all prices may be adjusted on the anniversary date of the Agreement, based on the Consumer Price Index-South Region for the immediate twelve (12) month period preceding the anniversary date of the Agreement. The County shall give the Consultant written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 3. STATEMENT OF WORK. The Consultant shall provide Asset Management Software and Consulting Services as provided in Exhibit A, Scope of Services, which is hereby incorporated by reference, in accordance with the terms and conditions of this Agreement, RFP #13-6064 and the Consultant's proposal referred to herein and made Page 1 of 9 Packet Page-232- 1/14/2014 11 .C. an integral part of this Agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Consultant and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 4. COMPENSATION: The County shall pay the Consultant for the performance of this Agreement upon completion or partial completion of the work tasks as accepted and approved by the County Project Manager or his designee pursuant to the fees as set forth in Exhibit B, included in this Agreement. Payments shall be made to the Consultant when requested as work progresses, but not more frequently than once per month. Payment will be made upon receipt of a proper invoice and in compliance with Chapter 218 Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Invoices may be submitted by the Consultant on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4.2 TRAVEL AND RELATED EXPENSES Travel and related expenses are included in the Exhibit B Fee Schedule. 5. SALES TAX. Consultant shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 6. NOTICES. All notices from the County to the Consultant shall be deemed duly served if mailed or faxed to the Consultant at the following Address: Woolpert, Inc. 10900 NW 25th Street,Suite 100 Miami, FL 33172-1922 Telephone: 305-418-9370 Facsimile: 305-418-9377 Attn: Scott Cattran Senior Vice President All Notices from the Consultant to the County shall be deemed duly served if mailed or faxed to the County to: Page 2 of 9 CA Packet Page-233- 1/14/2014 11 .C. Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing &General Services Director Telephone: 239-252-8407 Facsimile: 239-252-6480 The Consultant and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Consultant or to constitute the Consultant as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all professional and business permits necessary for the prosecution of the Work shall be obtained by the Consultant. The Consultant shall not be responsible for project specific permits although the Consultant shall provide assistance to the County in applying for such permits to the extent specified in the Statement of Work. Payment for all such permits issued by the County shall be processed internally by the County. All non-County professional and business permits necessary for the prosecution of the Work shall be procured and paid for by the Consultant. The Consultant shall also be solely responsible for payment of any and all taxes levied on the Consultant. In addition, the Consultant shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Consultant agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Consultant. 8.1 With respect to software licenses, for software developed by Consultant, the license agreement shall be as provided in Exhibit F. With respect to software developed by a party other than Consultant that may be necessary for the services of Consultant and which software the County shall maintain on its equipment or utilize through remote access, the County shall enter into the software license directly with the third party software developer and any and all warranties or matters of performance with respect to such third party software shall be between the County and the third party software developer. A copy of third party software licenses executed by the County may also be included in Exhibit F for reference purposes. 9. NO IMPROPER USE. The Consultant will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Consultant or if the County or its authorized representative shall deem any conduct on the part of Page 3 of 9 Packet Page-234- CA 1/14/2014 11 .C. the Consultant to be objectionable or improper, the County shall have the right to suspend the contract of the Consultant. Should the Consultant fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Consultant further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Consultant be found to have fail to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause upon seven (7) days written notice to Consultant and failure of the Consultant to cure the default during the seven (7) day period; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance exercised in good faith. In the event that the County terminates this Agreement, Consultant's recovery against the County shall be limited to that portion of the Contract Amount earned through the date of termination. The Consultant shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Consultant agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Consultant shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Consultants; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. D. Professional Liability: Shall be maintained by the Consultant to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Consultant waives its right of recovery against County as to any claims Page 4 of 9 Packet Page-235- �� 1/14/2014 11 .C. under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and in the aggregate. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Consultant during the duration of this Agreement. The Consultant shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Consultant shall also notify County, in a like manner, within three (3) business days after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Consultant from its insurer, and nothing contained herein shall relieve Consultant of this requirement to provide notice. Consultant shall ensure that all sub-consultants comply with the same insurance requirements that he is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Consultant shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Consultant, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant or anyone employed or utilized by the Consultant in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 With respect to claims covered under Section 13 pertaining to commercial general liability or automobile liability, or for claims that are covered under Consultant's umbrella liability policy, there shall be a duty to defend under this Article 13 that is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Consultant, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Consultant. Consultant's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully Pane 5 of 9 Packet Page-236- CA 1/14/2014 11 .C. and finally barred by the applicable statute of limitations. With respect to claims for professional liability or other matters of liability not addressed in this Section 13.1, the Consultant shall indemnify the County for reasonable defense fees incurred by the County to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant or anyone employed or utilized by the Consultant in the performance of this Agreement. 14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Public Utilities and IT Departments. 15. CONFLICT OF INTEREST: Consultant represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Consultant further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: 1. Consultant's Proposal, Insurance Certificates, 2. RFP #13-6064 Specifications/Scope of Services and Addendum/Addenda, 3. Exhibit A Scope of Services 4. Exhibit B Fee Schedule and Attachment A, Consultant Hourly Rates 5. Exhibit C Implementation Schedule 6. Exhibit D Application Software Acceptance Testing Criteria 7. Exhibit E Key Personnel 8. Exhibit F Software Licenses, Support Agreements &Escrow Agreements 9. Exhibit G IT Department Standard and Operating Procedures 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. Page 6 of 9 Packet Page-237- 9 1/14/2014 11.C. 19. COMPLIANCE WITH LAWS. Consultant agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety and the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3))). If Consultant observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement in accordance with Section 10. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. The parties further agree that any portion of this Agreement which is held void, invalid, or otherwise unenforceable, in whole or in part, shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties,the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Consultant with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Consultant with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Page7of9 Packet Page-238- Cq 1/14/2014 11 .C. 24. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. KEY PERSONNEL/PROJECT STAFFING: The Consultant's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the contract. The Consultant shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates or dates set forth in the Project Schedule. The Consultant shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience and; (2) the County is notified in writing as far in advance as possible. The Consultant shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 26. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal (RFP) and/or the Consultant's Proposal, the Contract Documents shall take precedence. . 27. ASSIGNMENT: Consultant shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Consultant does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Consultant all of the obligations and responsibilities that Consultant has assumed toward the County. ************************Remainder of page intentionally Ieft blank********************************** Page 8 of 9 Packet Page -239- 1/14/2014 11 .C. IN WITNESS WHEREOF, the Consultant and the County, have each, respectively, by an authorized person or agent,hereunder set their hands and seals on the date and year first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY,FLORIDA Dwight E. Brock, Clerk of Courts By: By: Georgia A. Hiller, Esq., Chairwoman Dated: (SEAL) Woolpert, Inc. Consultant By: First Witness Signature TType/print witness nameT TType/print signature and titleT Second Witness TType/print witness nameT Approved as to Form and Legality: Assistant County Attorney Print Name Page 9 of 9 Packet Page-240- 0 1/14/2014 11 .C. Exhibit A Scope of Services As identified in RFP 13-6064 Asset Management Software and Consulting(Part 2) Collier County (CC), specifically the Public Utilities Division (PUD), requires a software solution to support and provide full scale demonstrations of an Enterprise Asset and Work Management system (EAM) with associated functionality, including but not limited to the following Five Full Scale Demonstration projects: 1. GIS-based Asset Management(Collier County Water Sewer District(CCWSD) horizontal assets) 2. GIS-based inventory and work order management system (CCWSD) 3. GIS-based integration of SCADA data (CCWSD horizontal assets) 4. 615-based customer management system for Utility Billing and Customer Support — Customer Relationship Management(UBCS CRM) 5. Capital Improvement Project (CIP)generation at short and long-term intervals(CCWSD) These five projects specify the functionality and core deliverables that the Consultant is to provide and support effectively. The full scale demonstration of these projects,within CCPUD, is to articulate the vision, mission and guiding principles of the County's Asset Management Program. The software solution will be a fully scalable and adaptable solution to the Agency, including all remaining divisions: Growth Management, Public Service,and Administrative Services. • This Agreement is designed to encompass the majority of the functional and technical requirements of CCPUD, but will also include other Agency wide divisional requirements and integrations. This broad range of functionality and technical requirements will ensure that the county will be procuring a solution that will expand and adapt to the changing environment in the county. All recommendations should address the broad range of requirements that must be considered by the County for current work flow process as well as potential future process inclusion and integrations to existing and future applications. • The Asset Management software solution supports maintaining a desired level of service for what the Agency wants their assets to provide at the lowest life cycle cost. By defining life cycle cost as the best appropriate cost for rehabilitating, repairing or replacing an asset, an objective approach to support the sustainable program at the specified level of service the Agency can then readily understand and display the impacts of changes in the level of service in both dollars and effectiveness. • The selected solution is to accommodate both linear and vertical assets maintained within the Public Utilities Division (PUD). The selected solution needs to be scalable and flexible, and appropriately designed to incorporate all linear and vertical assets managed by the remaining County divisions. The solution needs to integrate with existing data acquisition/financial systems (SAP) and the existing GIS system (ESRI), InHance and SCADA systems. • It is the intent of this Agreement to maximize efficiencies by procuring an integrated system that can function as an 'off the shelf' product which incorporates best practices, but provides the option for the County to change the configuration of processes without changing the source code if there is a future business or legal requirement. Packet Page-241- cA 1/14/2014 11 .C. • The Enterprise Asset Management system will be an iterative, data-intensive program that builds upon itself each year. Its outputs will include an analysis of an asset, condition,service impact, useful life and preventative maintenance records. This information will be used for objectively-based restoration and rehabilitation forecasting, as well as short and long-term capital planning coordinated with the Board approved master plan and the AUIR based on levels of risk and service. • In alignment with the Division's priorities of compliance and meeting demand with sustainability, the Division is taking a long-range strategic approach by addressing the growing challenge of aging infrastructure. This long range approach will result in a comprehensive renewal plan for the Division's key infrastructure. A key initiative in accomplishing this goal is implementing an Enterprise Asset Management (EAM) System that incorporates water,wastewater, irrigation quality/reuse water,and solid and hazardous waste infrastructure. • This system shall include the development of a framework and implementation of a systematic process,to cost effectively operate, maintain, and upgrade the CCPUD's physical assets; development of tools to facilitate an organized, logical approach to decision making; improved prioritization of capital improvement and operating expenditures; certified compliance with all regulations; provision of required detail to update fixed asset inventory in SAP and enhancement of operational and maintenance practices. • In all phases of the project,knowledge transfer deliverables are required. The Consultant is expected to provide documentation for training, configuration, and code documentation as directed by the Collier Project Manager for each task. Knowledge transfer will be provided through demonstrations or training as well as formal written documentation. All technical procedures including installations and maintenance must be provided. Per the Woolpert Technical Approach provided in response to RFP# 13-6064,the County has adjusted the phases of the project as follows: • Project 1 (GIS-based Asset Management) and Project 2 (GIS-based inventory and work order management) including integrations with inHance, SAP, and CCTV are to be implemented in their entirety (to Go-live)first;for the CCWSD • Project 3 (GIS-based integration of SCADA data) implementation is to immediately follow Projects 1 and 2 for the CCWSD • Project 5(Capital Improvement Project(CIP)generation) implementation is to immediately follow Project 3 for the CCWSD • Project 4 (GIS-based customer management system for Utility Billing and Customer Support— Customer Relationship Management) is to be executed in parallel with Projects 1/2, 3 and 5. The Custom UBCS GIS- Based solution implementation tasks have been estimated be will be performed on a Time and Material basis Included within the proposal are time and material hours adequate to support the following tasks: • GIS database support (review existing data models and make best practices recommendations, assist in defining and implementing efficient vertical asset data models, provide consultation and technical assistance in the consolidations of multiple geodatabases, and other GIS and related technology support services • Enterprise Content Management (ECM) system review and recommendations for best practices related to integration of said system with CityWorks AMS • Consulting services related to optimizing CCPUD materials management and warehousing best practices, including optimization of CityWorks Storeroom to support distributed warehousing operations Packet Page-242- 1/14/2014 11 .0. Additional services may be added to this contract as mutually agreed upon in writing by the Parties. These services may include but are not limited to the following: • Provide Ad-hoc utility engineering, locating and conditional assessment services in support of the Asset Management program implementation. Packet Page -243- 1 1/14/2014 11.C. Exhibit B Fee Schedule TIME AND LUMP SUM ITEM PHASE MATERIALS— AMOUNT: NOT TO EXCEED 1 PHASE PM I PROJECT MANAGEMENT $163,078.00 2 PHASE QMP I QUALITY MANAGEMENT PROGRAM $52,014.00 TRACKS 1 AND 2 CORE CITYWORKS AMS IMPLEMENTATION (GIS-BASED ASSET 3 $661,990.00 MANAGEMENT/GIS-BASED INVENTORY/WORK ORDER) 4 TRACK 3 I GE WORKFLOW IMPLEMENTATION (GIS- 4 BASED SCADA INTEGRATION) TRACK 4 I CUSTOM UBCS CRM IMPLEMENTATION 5 (GIS-BASED CUSTOMER MANAGEMENT SYSTEM) $675,766.00 [TIME&MATERIAL] 6 TRACK 5 I RIVA DS IMPLEMENTATION (CIP $225,575.00 GENERATION AT LONG AND SHORT INTERVALS) 7 GIS DATABASE SUPPORT $100,250.00 8 MATERIALS MANAGEMENT/INVENTORY $105,500.00 OPTIMIZATION (STOREROOM) ENTERPRISE CONTENT MANAGEMENT SYSTEM 9 $17,856.00 INTEGRATION EVALUATION 10 CUSTOM DEVELOPMENT OF CITYWORKS AMS $58872,00 FUNCTIONALITY 11 SOFTWARE COSTS $497,775.00 Subtotal Lump Sum Items $1,748,130.00 Subtotal of Time and Materials(NTE) $958,244.00 Travel Costs(included in costs of the Tracks $245,850.00 above) TOTAL FEE (Total Items 1-11) $2,706,374.00 Packet Page-244- Cg 1/14/2014 11 .C. Exhibit B Attachment A Woo(pert Hourly Rates Professional Position Hourly Rates Practice Leader $215 Project Director $200 Project Manager $184 Group Manager $184 Subject Matter Specialist $200 Senior Systems Analyst $155 Systems Analyst $145 Senior Developer $175 Developer $155 Admin $80 Riva Hourly Rates Professional Position Hourly Rates Project Manager $200 Consultant $200 Senior Implementation Specialist $175 Junior Implementation Specialist $150 Developer $175 Packet Page-245- Ce0) 1/14/2014 11 .C. Exhibit C Implementation Schedule Project Phase Phase Duration COLLIER COUNTY-EAMS IMPLEMENTATION 560 days PHASE PM I PROJECT MANAGEMENT 560 days PHASE QMP I QUALITY MANAGEMENT PROGRAM 559 days TRACKS 1 AND 2 I CORE CITYWORKS AMS IMPLEMENTATION (GIS-BASED ASSET MANAGEMENT/ GIS-BASED INVENTORY/WORK ORDER) 311 days TRACK 3 I GE WORKFLOW IMPLEMENTATION (GIS- BASED SCADA INTEGRATION) 108 days TRACK 4 I CUSTOM UBCS CRM IMPLEMENTATION (GIS-BASED CUSTOMER MANAGEMENT SYSTEM) [TIME& MATERIAL] 369 days TRACK 5 I RIVA DS IMPLEMENTATION (CIP 5ENERATION AT LONG AND SHORT INTERVALS) 141 days AD-HOC TECHNICAL SUPPORT SERVICES [TIME & MATERIAL] 323 days SOFTWARE COSTS 1 day The schedule is based on business days and upon current duration projections.These timeframes may be adjusted upon mutual agreement of the parties. Work shall commence upon issuance of a Notice to Proceed in accordance with Section 1 of this Agreement. The scheduled duration of phases may be concurrent and may overlap, and are not necessarily dependent upon prior completion of phases. Packet Page-246- C 1/14/2014 11 .C. Exhibit D Application Software Acceptance Testing Criteria Acceptance criteria for each of the areas are contingent upon two (2) requirements. First that the functionality that is demonstrated meets the County needs as outlined in the contract and as identified in RFP 13-6064 Asset Management Software and Consulting(Part 2). Second,validation sessions to actually test specific scripts as outlined below. 1. Testing of completed workflows: The County will run through a handful of completed existing processes and their respective milestones as specified in the demonstration scripts. 2. Completing configurations from existing demonstrations scripts/design specs: Woolpert project staff will run through the configuration with the County on completed workflows as chosen by the county as specified in the demonstration scripts. 3. All software documentation has been delivered and accurately reflects the operation of the software. 4. Configuration meets the specifications and functions set forth in the configuration specifications. 5. The software is able to operate on any network input device and all network input devices that meet or exceed the current published Consultant hardware specifications that may simultaneously run the software. 6. Any reports generated by the software are able to be printed to any network printer which meets or exceeds currently published hardware specifications of the Consultant. 7. Each member of the County core team will be asked to provide scoring feedback on the functionality demonstrations for those areas of their expertise Pass/Fail with a brief explanation. For actual testing during the validation sessions participating core team members will be asked to score individual test cases Pass/Fail and [provide screen shots of errors encountered. CATEGORY CAUSE ACTION Passed (Approved for No major problems identified (see below for Fix(or prepare a plan to distribution) examples of major problems). Minor problem fix) minor problems, examples: mislabeled toolbar button,or plot axis, review with management inconsistent screen captured in manual,or cannot and then distribute. print from tool bar but can using menu,etc. Failed Fix(or prepare a plan to fix) errors or omissions, review with management and then distribute. Upon completion of the Software Configuration and Implementation the customer will test the software upon the network to determine whether the software used in conjunction with the network, operate in accordance with the acceptance tests set forth in this section below"Acceptance Testing". All such acceptance testing will be conducted by the customer at customer's site and completed in accordance with the project schedule as shown in Exhibit C. Review and Correction: The County will either(1) notify the Consultant in writing that the software configuration meets the acceptance tests and is accepted by the County or(ii) notify the Consultant in writing that the software configuration fails to meet the acceptance tests. The county shall be deemed to have accepted the software configuration in the ' event no written notice of acceptance or deficiencies is provided to the Consultant on or before expiration of the aforesaid acceptance test period. Packet Page-247- c� 1/14/2014 11 .C. If the County notifies Consultant that the software configuration does not satisfy any or all of the acceptance test the county will set forth a list of the errors or omissions which have caused the modifications not to meet the acceptance `ests to the extent know by the County. After notification of a failure of the software to meet the acceptance tests, Consultant shall have ten(10) business days from the date that the Consultant receives the list of errors and omissions to modify or improve the software to meet the acceptance tests. The software will then be retested in the same manner as described above. Packet Page -248- c� 1/14/2014 11 .C. Exhibit E Key Personnel Name Title Company Kirk McClurkin Principal in Charge Woolpert Ed Singer Project Manager Woolpert John Przybyla Quality Assurance Officer Woolpert Jennifer Coughlin Implementation Lead Woolpert Scott McFarlane Integrations Lead Woolpert Gabriel Minos Implementation Team Member Gray Matter George Mastakas Implementation Team Member Cityworks Ian Woodbury Implementation Team Member RIVA Packet Page-249- 410 I 1/14/2014 11 .C. Exhibit F Software License and Support Agreements Escrow Agreements • CityWorks Software License Agreement • CityWorks Update and Support Agreement • RIVA Modeling Systems Inc,Software License Agreement • RIVA Modeling Systems Inc,Software Support and Maintenance Agreement • RIVA Modeling Systems Inc,Software Escrow Agreement • E311 Software License Agreement • E311 Support and maintenance Agreement • GE Proficy Workflow Amendment 2—Licenses and Globalcare Packet Page-250- C4o 1/14/2014 11 .C. Exhibit G IT Department Standard and Operating Procedures IT Documents 1. Vendor Background Checks County Ordinance No 2007-64 2. Vendor Network Access Agreement 3. IT Account Requests/Modifications 4. CMA's 5402, 5403, 5405 & 5905 5. Provisions for Collier IT 6. Hosting 7. Recommended Hardware Packet Page-251- cq 1/14/2014 11.C. Goiter County Department of Facilities Management- Government Security Section Contractor Fingerprinting and Background Check Request Form To be filled out by the individual contractor to be fingerprinted: Your Name(ru Nombre)X Employer(Empleador)x Job Title(Titulo de Empleo)X I understand that Collier County Ordinance No. 0452 was amended in October 2007,and requires state and federal criminal history record checks for all contract workers through fingerprinting. The cost of the fingerprinting is the responsibility of the contractor.The cost is currently$43.25 and will be paid by check or money order made out to "BCC". Vendors/contractors/bidders must also present the company's E-Verify's profile page. I, x (Please print legal name/ Escribe su nombre con tetras de moide) have read and understand the information above regarding the fingerprinting requirements. Signature(Firma)X Date(Fecha)x IMPORTANT NOTE: You must take this form and payment to Facilities Management in order to be fingerprinted. This form must be filled out and sign by the Collier County Project Manager that is in charge of the project you're assigned to. You will be required to reschedule your appointment if you do not have it.This form will be retained by the Facilities Department. To be filled out by the Collier County Project Manager(click on the space to enter): Department: Division: Collier County Project Manager: to be contacted with the results of the background check as follows: E-mail Address: @colliergov.net Phone Number:(239) - Does contractor need card access(Yes/No)*: *1f not filled out contractor will be given a non-access identification badge Please email from to DL-FMOPS[a►colliergov.net. Packet Page -252- 1/14/2014 11 .C. NOTICE OF COLLECTION OF SOCIAL SECURITY NUMBERS The Collier County Facilities Management Department, as a department of the Collier County Government Agency, is authorized to collect your Social Security Number for the performance of its fingerprinting background check duties and responsibilities as prescribed by law and applicable bid documents. Your Social Security Number shall be collected for one or more of the following reasons: 1. FBI/FDLE Fingerprint background checks Your Social Security Number will only be collected and disclosed for these listed purposes, and as may otherwise be authorized by law, and once collected,will be maintained as confidential and exempt records under Chapter 119, Florida Statues, by this agency. Employee/Contractor Signature Building Automation Technician G:\Building OperationslOperations Center(New UNDER CONSTRUCTION)\Forms- Procedures-Manuals\Forms Packet Page -253- 1/14/2014 11.C. Collier County Government. Vendor Remote Network Access Agreement I agree that I will not use my network access to the Collier County network in any manner inconsistent with the work I am contracted to do. This includes only accessing information systems or data files required in the performance of my work. I agree to notify the appropriate Collier County contact of all accesses,and details of actions or modifications that I have performed on systems while connected.I further affirm that I have read and agree to abide by the Collier County End User Computing Policy and Remote Access Policy as provided to me.I also agree to notify the Information Technology Department as soon as network access is no longer needed,so that my access can be removed. I understand that violation of any of these policies could lead to loss of access,termination of vendor or contractor status,or prosecution under the applicable statute. I understand that vendor access is restricted to the hours of 8:00AM to 5:00PM Collier County Local time,unless otherwise agreed to and noted on this agreement. Printed Name Signature Date Packet Page -254- 1/14/2014 11 .C. Information Technology Department Co e r County IT service Desk Phone(239)252-8888 Fax(239)252-6346 IT 4ccouut Management rent Form This form is to be completed when requesting account creations,changes or deletions. It must be completed and then signed by a manager with the authority to make the account request. After the paperwork is flied out and signed,return this document by faxing to 239-252-6346 or by emailing to BCCAccountRenuest @colliergov.net What kind of account do you require? (select one) New User Account Generic Account for an individual to be used by multiple people °: Complete Section 1 Complete Section.2 Collier County Employee Calendar Vendor ••Access Agreement form required Service Account(Requires IT approval) Board Member Distribution list Volunteer/Intern Existing accounts External Government Agency Complete Section 3 Change Account ❑Other Disable an account Section 1 for New accounts Employee Name: Department/Vendor Company/Govt.Agency: Title: Phone number: SAP#: This account requires: Email account(included for all BCC Employees) VPN access City View Facilities Work Order Request System Agenda SAP Other special applications or Distribution lists Revision 2011-10-04 Packet Page -255- 1/14/2014 11 .C. Section 2 For generic accounts Account Name Division: Responsible Person: Phone Number: Initial Access list(Individuals or groups with access to the Calendar,email,or list) Section 3* For account changes—Complete only relevant sections Employee Name: (Required) ❑Permanently delete account SAP#: ❑Temporarily disable account Until: New Name: New Department: New Phone number: New Title: New Permissions: Other: Required for all requests Supervisor Name: Phone: Supervisor Signature: Date: *Account Changes: -Deleted accounts will have their F drive moved to the department's G drive and access will be restricted to the department head. -Accounts undergoing department changes will have uninterrupted access to their F drive. Any Department specific data should be moved to the department's G drive prior to any changes -Accounts undergoing department changes should expect permission changes. Revision 2011-10-04 Packet Page-256- 1/14/2014 11 .C. CMA# 5402 REMOTE ACCESS POLICY §5402-1.Purpose. §5402-4.Enforcement. §5402-2.Background. §5402-5.Definitions. §5402-3.Policy. §5402-6.Currency. [Effective Date:January 1,2005] §5402-1. Purpose. The purpose of this Policy is to define standards for connecting to Collier County's network from any host (computer or other device that connects to the network). This Policy will also ensure Collier County's compliance with applicable license, copyright, local,state and federal laws and regulations. §5402-2. Background. This Policy is required to minimize the risk that any individual device could be configured or used in a manner which could compromise the integrity and availability of the network and associated resources. Damages include the loss of productivity due to downtime, damage to public image,and damage to critical Collier County internal systems,and access to non-public data, which could result in possible violations of law concerning privacy (HIPAA, etc.). This Policy applies to all Collier County employees, contractors, vendors and agents that connect to the Collier County network. This Policy does not apply to access of the County's e-mail system via the Internet (Outlook Web Access) nor any publicly available service provided by Collier County on the Internet. §5402-3. Policy. A. Requirements: (1) All requests for remote access will be submitted to the Information Technology (IT)Department. (2) All trusted network connections and devices must be configured to meet the authentication and configuration requirements of the Collier County network (3) With the exception of approved vendors, only computers owned and supported by Collier County will be permitted to connect to the Collier County network. (4) Vendors requesting access to the Collier County network will be provided a copy of all applicable policies governing remote access and will demonstrate acceptance 5402:1 09•15-2007 Packet Page-257- 1/14/2014 11 .C. OFFICE OF COUNTY MANAGER ADMINISTRATIVE § 5402-3 PROCEDURE § 5402-5 of those policies by signing a Third Party Access Agreement,)of which a copy will be retained by the IT Department. (5) The approved methods of remote access to the Collier County network are as follow: VPN,dial-up,trusted network via direct connection,un-trusted network via firewall. (6) Collier County employees and vendors with remote access privileges must ensure their computer or workstation that is remotely connected to Collier County's corporate network is not connected to any other private network at the same time with the exception of personal networks that are under the complete control of the user. (7) All remote access clients for VPN access will be configured by IT personnel according to IT Department procedures. (8) It is the responsibility of the County employees who have been granted remote access to ensure that the computers used for this access be connected to the network at least once in a thirty-day period so that it can receive the proper security patches and updates. Computers requiring security updates will be prevented from accessing the network until the required updates are completed. § 5402-4. Enforcement. A. It is the responsibility of remote access users to comply with all applicable Collier County computer usage policies. B. Any employee found to have violated this Policy may be subject to disciplinary action, up to and including termination of employment. §5402-5. Definitions. As used in this Policy,the following terms shall have the meanings indicated: HOST—Computer or other device connected to a network. PRIVATE NETWORK—A network secured from external access from other networks and the Internet. REMOTE ACCESS — All present and future methods by which hosts connect to the CCBCCs private network,such as dial-up,VPN,PC Anywhere,etc. TRUSTED NETWORK — A system that has the necessary controls to ensure that security policies will not be compromised UN TRUSTED NETWORK — A system with no verifiable security controls that would present a security risk to the CCBCC network. 1, Editor's Note:See CMA 5300,Third Party Access Policy,and its accompanying attachments. 5402:2 09-15-3007 Packet Page -258- 1/14/2014 11.C. § 5402-5 REMOTE ACCESS POLICY § 5402-6 VPN— Virtual Private Network An encrypted connection to the CCBCC network via the Internet. §5402-6. Currency. The Information Technology Department is responsible for maintaining the currency of this Instruction. 5402:3 09-15-2007 Packet Page-259- 1/14/2014 11 .C. CMA #5403 THIRD PARTY ACCESS POLICY §5403-1.Purpose. §5403-6.Currency. §5403-2.Concept. Third Party Network Access §5403-3.Policy. Agreement §5403-4.Enforcement. §5403-5.Definitions. [Effective Date:January 1,20051 §5403-1. Purpose. The purpose of this policy is to define standards for vendors, contractors, consultants, and others who connect to Collier County's network from any host. These standards are designed to minimize the potential exposure to Collier County from damages that may result from unauthorized use of Collier County resources.Damages are defined to include,but not limited to: the loss of productivity due to downtime, loss of sensitive or confidential data, loss of intellectual property, damage to public image, damage to critical Collier County internal systems,etc. § 5403-2. Concept. A. This policy applies to all Collier County contractors, vendors and agents with a Collier County-owned or personally owned computer or workstation used to connect to the Collier County network. This policy applies to direct and remote access connections used to perform work on behalf of Collier County including reading or sending e-mail and viewing intranet web resources. B. Access implementations covered by this policy include all methods of direct and remote access to the Collier County network. §5403-3. Policy. A. General. (1) It is the responsibility of Collier County that vendors, contractors,consultants, and others having access privileges to Collier County's network ensure their access connection is given the same consideration as the user's on-site connection to Collier County.1 (2) The following policies must be reviewed by vendors, contractors, consultants,and other parties for details of protecting information when accessing the Collier 1. Editor's Note:See the Third Party Network Amen Agreement at the end of this CMA. 5403:1 09-15-2687 Packet Page-260- 1/14/2014 11 .C. OFFICE OF COUNTY MANAGER ADMINISTRATIVE § 5403-3 PROCEDURE § 5403-4 County network via remote access methods and the acceptable use of Collier County's network: (a) End User Computing Policy.' (b) Remote Access Policy.' B. Requirements. (1) Secure access must be strictly controlled. Control will be enforced via one-time password authentication or public/private keys with strong pass-phrases. For information on creating a strong pass-phrase see the End User Computing Policy. (2) At no time should any third party (as described above) provide their login, password,or e-mail their password to anyone. (3) Those with access privileges must ensure that a Collier County-owned or personal computer or workstation which is connected to Collier County's corporate network is not connected to any other network at the same time. (4) All hosts connected to Collier County networks must use the most up-to-date anti-virus software from a reputable vendor. (5) Equipment used to connect to Collier County's networks must meet the same requirements as Collier County-owned equipment. (6) Organizations or individuals who wish to implement non-standard solutions to the Collier County production network must obtain prior approval from the IT Department. (7) Vendors, consultants and other third parties will be permitted to access the Collier County network only during normal business hours (8:00 a.m. to 5:00 p.m. local Collier County time),unless otherwise agreed to. (8) Vendors, consultants and others will notify the IT Department in writing of all changes that will be made or work that will be conducted while logged into the Collier County network. (9) Vendors, consultants and others will notify the IT Department immediately if passwords are lost,accounts are no longer required or of any attempts of intrusion are detected. §5483-4. Enforcement. Any third party found to have violated this policy may be subject to loss of Collier County network access privileges or other penalties as prescribed in the vendor's contract with Collier County or by applicable laws. 2. Editor's Note:See CMA 5445. 3. Editor's Note:See CMA 5402. 5403:2 09-r5-2047 Packet Page-261- 1/14/2014 11.C. § 5403-5 THIRD PARTY ACCESS POLICY §5403-6 5403-5. Definitions. As used in this CMA,the following terms shall have the meanings indicated: HOST—Computer or other device connected to a network. PRIVATE NETWORK--A network secured from external access from other networks and the Internet. REMOTE ACCESS — All present and future methods by which hosts connect to the CCBCCs private network,such as dial-up,VPN,PC Anywhere,etc. TRUSTED NETWORK—A system that has the necessary controls to ensure that security policies will not be compromised. UN-TRUSTED NETWORK — A system with no verifiable security controls that would present a security risk to the CCBCC network. VPN (Virtual Private Network) —An encrypted connection to the CCBCC network via the Internet. §5403-6. Currency. The Information Technology Department is responsible for maintaining the currency of this Instruction. 5403:3 09-is-2007 Packet Page -262- 1/14/2014 11 .C. THIRD PARTY ACCESS POLICY CMA 5403 Attachment 1 Collier County Government Third Party Network Access Agreement I, , agree I will not use my network access to the Collier County network in any manner inconsistent with the work I am contracted to perform. This includes only accessing information systems or data files required in the performance of my work. I agree to notify the appropriate Collier County contact of all accesses and details of actions or modifications which I have performed on systems while connected. I further affirm that I have read and agree to abide by the Collier County End User Computing Policy and Remote Access Policy as provided to me. I also agree to notify the Information Technology Department as soon as network access is no longer required so my access can be removed. I understand that violation of any of these policies could lead to loss of access,termination of vendor or contractor status,or prosecution under the aiplicable statute.I understand that vendor access is restricted to the hours of 8:00 a.m. to 5:00 p.m. Collier County local time, unless otherwise agreed to and noted on this agreement ofortok Printed Name Signature Date CMA 5403 Attachment 1:1 09-is- Packet Page-263- 1/14/2014 11 .C. CMA 5405 COMPUTER/TECHNOLOGY USE [Effective Date:June 10,1999(Revised:December 1,2000;Revised:February 11,2001;Revised: October 1,2001;Revised:October 1,2003;Revised:May 30,2004;Revised:June 11,2004; Revised:January 1,2005;Revised:April 1,2006;Revised:July 1,2009;Revised:December 16, 2009;Revised:March 18,2011)] §5405-1.Purpose. A. The goal of this instruction is to ensure the integrity, proper operation and security of the County's technology resources by setting rules of conduct for use by all County employees, contract employees,and business partners. B. This instruction applies to the Collier County Board of Commissioners Agency's internal business network and associated systems and resources. This instruction does not apply to the Library's public use network,the Transportation Signalization Network,the Public Utilities Plant Control and SCADA Networks, Emergency Management non-IP two way communication systems and their associated systems and resources, except where they interface with the Agency's internal business network. C. This instruction sets forth the Agency's practices and procedures governing the utilization of technology resources and disciplinary recourse for violations. This policy also sets forth guidance for compliance with applicable laws governing the handling of specific kinds of data created with or transmitted by network resources. §5405-2.Definitions. A. AUTHORIZED ADMINISTRATIVE STAFF—IT staff and other staff authorized by the Director,Information Technology Department who have elevated privileges and access rights for the purpose of maintaining network resources and services. B. BUSINESS PARTNERS — any person not directly employed by the Board of County Commissioners who is authorized to utilize County technology resources. Examples of business partners would include,but not be limited to:vendors,contractors,and advisory board members. C. DATA Information stored by technology assets,or transmitted from or through the network. D. DATA CUSTODIANS - Staff with the authority for acquiring, creating, and maintaining data within their assigned area of control. E. INAPPROPRIATE CONTENT - Content that is fraudulent, harassing, embarrassing, sexually explicit, profane, obscene, intimidating, defamatory, or contains sexual comments, obscenities, nudity, pornography, abusive or degrading language, antisocial behavior, or inappropriate comments concerning race,color, religion, sex,national origin,marital status, or disability or is otherwise unlawful is inappropriate for the workplace and may not be sent by e-mail or other form of electronic communication or displayed on County computers or stored in the County's systems. F. LIMITED NON-BUSINESS USE Use of the County's technology assets that does not impact employee productivity and complies with all other aspects of this policy. Page 1 of 11 Packet Page -264- 1/14/2014 11 .C. CMA 5405 G. NETWORK — The data, voice, and multimedia communication system made up of devices (switches/routers/firewalls and the like),wires,fiber optics,jacks,access points(physical and wireless),software and services. H. NETWORK RESOURCES—Any services which may be accessed through the Collier County network. Examples include, but are not limited to: software applications, e-mail, data, telecommunications,the 800 MHz Public Safety Radio System, and Internet resources accessed from or through the network. 1. REGULATED DATA—data that requires special handling due to statutes,regulations or agency policies. At this time,regulated data includes,but not limited to: Protected Health Information (PHI)protected under HIPAA rules and statutes,Payment Card Industry(PCI)and other personal financial information(PFI)(e.g.credit card and bank account numbers)and personal identifying information (PII) (e.g. social security numbers), addresses and names of judges and law enforcement officials, and other data exempted from the State of Florida's Public Records Laws by statute. J. SLATE—a form factor for a computing device that meets the following criteria: 1. Does not run Windows operating system as its base operating system,and 2. Uses"touch"as its primary mode of user interface. K. TECHNOLOGY ASSETS —any devices owned by Collier County that are part of or used for data or voice communications. Examples include, but are not limited to: computers, network switches and routers,servers,databases,personal data assistants, smart phones, cellular air cards, printers,telephones,800 MHz radios,and associated software and accessories. r, L. TECHNOLOGY RESOURCES — includes all of the following: TECHNOLOGY ASSETS, information/data stored or in transit, the County's private data network, NETWORK RESOURCES, and all resources and services associated with other networks accessed from or through the County network, including the Internet, Internet Services, and other agencies' or corporate networks and services. M. USER—Inclusively,staff,elected/appointed officials,and/or business partners authorized to use County technology resources. §5405-3.Concept. A. Compliance: 1) This policy applies to all users of Collier County technology assets,network and/or network resources including authorized administrative staff except when utilizing properly authorized elevated privileges or access rights in the discharge of their duties. a. Authorized administrative staff's use of elevated privileges is governed by IT Department policies. b. Employee violations will be assessed and disciplinary actions will be governed by CMA 5351—Discipline,and CMA 5311.1 -Standards of Conduct. c. Business partner violations will be subject to loss of the use of technology assets, network and/or network resources and contractual sanctions. Page 2 of l l Packet Page -265- 1/14/2014 11.C. CMA 5405 2) Because of the interdependent nature of network and communications systems,interruptions of service can have a broad impact with the potential for large adverse financial consequences or impact to health and safety. Loss of technology resources and/or misuse of network resources can cause financial damage to the County, the taxpayers of Collier County, and those who depend on County services,therefore,these resources must be protected. As such,violations of this policy may unduly expose the network to intended or unintended risks,which may or may not result in actual losses. a. Department Directors are required to consult with the Director, Information Technology when assessing penalties for violations of this policy. b. The severity of infractions will be assessed by the Director,Information Technology who will forward a risk/threat assessment to the supervising Department Director for use in making recommendations for disciplinary actions in accordance with CMA 5351 -Discipline. c. The Human Resources department will advise Department Directors in order to ensure consistency in the handling of employee violations of this policy. 3) Collier County,at its discretion,reserves the right to monitor any use of network resources,to monitor computer and internet usage, including,but not limited to: sites visited, searches conducted, information uploaded or downloaded and to access,retrieve and delete any data stored in, created, received, or sent over the network or using network resources for any reason and without the permission or prior knowledge of any user, Collier County may monitor the use of technology assets,content of electronic communications and the usage of network resources to support operational,maintenance, auditing, security, disciplinary, and investigative activities. 4) County employees and authorized business partners using County owned technology or network resources have no right or expectation of personal privacy for any voice communications,e-mails,intemet searches,internet sites visited,or data stored in,created by, received with,or transmitted using technology resources. Use of passwords or other security measures, whether mandatory or voluntary, does not in any way diminish Collier County's rights or create any privacy rights of users. Collier County has administrative tools that permit it to monitor all activities on the network and access all data stored within technology resources. 5) All Collier County employees and business partners who have access to technology assets and/or network resources must affirm that they have read and understood all applicable policies annually. B. User Responsibility: 1) Authorized network users are responsible to ensure that network resources are used only for their intended purposes. a. Except for services intended for use by the public (kiosks, terminals and public wireless services) technology assets, technology resources, network resources,the network and data are intended exclusively for the use of authorized employees and business partners only. Page3ofll Packet Page -266- 1/14/2014 11 .C. CMA 5405 b. Technology assets, technology resources, network resources, the network and data are the property of Collier County Government Collier County provides these systems to be used for County business purposes,although limited non-business use is permitted. All cormmications and data transmitted by, received from, passed through, or stored in these systems are the exclusive property of Collier County. At all times, employees and authorized business partners have the responsibility to use these resources in a professional,ethical,and lawful manner. c. Use of technology and network resources is a privilege that may be monitored, restricted or revoked at any time. Collier County reserves the right to revoke the privileges of any user at any time. d. Conduct that interferes with the normal and proper operation of Collier County's network or network resources, which adversely affects the performance of the network or the ability of others to use the network or network resources or, which is harmful or offensive to others will not be permitted. Such actions may subject employees to disciplinary action in accordance with CMA 5351 -Discipline. Such actions by business partners may result in the loss of network privileges and/or contractual sanctions. e. The Director,Information Technology can authorize actions to remediate network or application performance problems during an incident where network or application performance has been adversely affected. 1. A user may not use the County network or technology assets to connect to or make use of other computer systems unless specifically authorized to do so by the operators of those systems. g. Because network and data security are dependent upon physical security, all Collier County employees have a responsibility to ensure that only authorized employees and/or business partners or properly escorted visitors have access to areas where network access is available and that only authorized employees have access to secure spaces where network resources are located. 2) Staff and authorized business partners are issued credentials (user name and password) for accessing the network and network resources. Users are responsible for periodically changing their passwords and safeguarding their passwords. a. Users are responsible for all transactions made using their credentials. b. Users are responsible for protecting the confidentiality of their credentials and are prohibited from sharing their credentials with anyone. c. Users shall not leave their computers unattended while their account is logged in without first locking the computer, using the Windows "Lock Computer" functionality. d. User passwords for County network accounts or passwords for County application/ system access may not be printed or stored online in any file, database or Internet service. It is the user's responsibility to safeguard their password. If a user suspects for any reason that their password may have been compromised, they must immediately change it. e. No user may access the network or network resources with another user's credentials. If access to another user's account is required, access can be granted by the IT Service Desk upon request from the user's manager. f. All network access must be accomplished by user specific credentials, and as a normal course of business, generic or"shared"network accounts are not issued. In special cases the IT Service Desk Manager can authorize the use of shared accounts with proper authorization from the users' management under circumstances where Page 4 of 11 Packet Page -267- 1/14/2014 11 .C. CMA 5405 individual accounts can't adequately meet business needs and their use will not compromise identity integrity and auditing. g. Misrepresenting,obscuring,suppressing,or replacing a user's identity on the network is forbidden. The user name, e-mail address, County affiliation, and related information included with electronic messages or postings shall reflect the actual originator of all messages or postings. 3) Network Security a. Users shall report any suspicion of violations of any provision of this policy to their supervisor or the Information Technology Department Service Desk. Users shall notify the Service Desk of any instances where they observe or have reason to believe that data is inappropriately accessible to employees, the public, or business partners. b. Users shall promptly report all information security alerts, warnings, suspected system vulnerabilities,etc.to the IT Service Desk. c. Users shall not exploit inadvertent rights or deficiencies in information systems security to damage systems or data, obtain resources beyond those to which they have been authorized, or to obtain or take resources away from other users or gain access to other systems for which proper authorization has not been granted. d. Users who receive virus alerts or notice unusual system behavior, such as missing files, frequent system crashes, misrouted messages, etc., should immediately notify the IT Service Desk. To prevent possible damage to Collier County data,technology assets and network resources, users are not permitted to remove viruses on their own. If users believe they may have been the victim of a virus or other malicious software, they must immediately inform the IT Service Desk. e. In order to ensure that virus signatures,patches and security software are up to date, any workstations or portable computers that have not been updated within 30 days will be removed from the network. Updates occur upon login. Action by the IT Service Desk will be required to restore connectivity. 4) Inappropriate Use a. Internet browsing on websites with inappropriate content is prohibited. Use of the Internet will be monitored and corrective actions will be taken by the user's department,in coordination with Human Resources and Information Technology. b. Except for employee services administered on the County's Intranet by the Human Resources Department, Collier County's technology assets, network and network resources may not be used for dissemination or storage of commercial or personal advertisements, solicitations, promotions,political material,inappropriate content or any unauthorized use deemed inappropriate. c. Users are not permitted to store, download or transmit copyrighted materials with network resources unless written permission has been granted. Examples of copyrighted materials include, but are not limited to: commercial music, video, graphics,or other intellectual property. Collier County will not provide a defense for violators of copyrights. Collier County allows reproduction of copyrighted material only to the extent legally considered "fair use" or with the permission of the author/owner. All doubt about whether software or other material is copyrighted, proprietary, or otherwise inappropriate for duplication should be resolved in favor of not duplicating such information. d. Users are not permitted to make any defamatory statements using network resources. Page 5of11 Packet Page -268- 1/14/2014 11 .0. CMVAA 5405 e. County Employees are not permitted to subscribe to information services without the approval of their supervisor. f. Users are not permitted to capture, store or create digitized images of signatures (other than their own)or attach or affix a digitized image of a signature(other than their own)to any document or e-mail or use such image of a signature in any way that could be interpreted as representing information as being originated, approved, or sanctioned by another person without the express permission of the signatory. C. Business Partners. 1) Employees are responsible to ensure that business partners requiring access to the network or network resources are properly authorized. Business partner accounts will be issued on a monthly basis and will expire on the last day of each month Employees are responsible for requesting extension of business partner accounts if required. Generic business partner accounts will not be issued. All business partner accounts must be issued in the name of the user. 2) Any business partner requiring access to the network or network resources must complete the Third Party Use Agreements, file them with the IT Department, and maintain compliance with the terms of that agreement. 3) Once granted access, business partners must comply with this policy in its entirety. Business partner violations of this policy may result in loss of access and purchasing sanctions. D. E-mail 1) All e-mails entering or leaving the County's e-mail system are duplicated and retained in an administrative mailbox in addition to each user's mailbox. As such,users are free to delete e mails from their mailbox when their usefulness to the user has ended. However,if the user would like future access to such e-mails,they should retain them. At the designated time,all e-mail in Outlook will be archived. At this time,e-mails are never deleted from the archive. 2) BCC staff are required to use the county email system and only the county email system for county business. Use of external email systems compromise the Agency's ability to execute complete public records requests. 3) Users shall not send unsolicited/non-business e-mail to persons without their consent. Chain letters or other non-business related use of network resources is prohibited. 4) Mass e-mailing for business purposes must be coordinated with the IT Service Desk. Non- business related mass e-mailing is prohibited. 5) The use of the "Subscribers" and "BCC-Agency" distribution lists are restricted to department directors,division administrators and the County Manager's office. 6) Tampering, forging,or altering e-mail identity information is prohibited. Sending an e-mail which in any way appears as though it was sent by someone else (who did not send it) is prohibited. Page 6oftl Packet Page -269- . 1/14/2014 11 .C. CMA 5405 7) Inappropriate content may not be sent by e-mail or other form of electronic communication displayed on or stored in the County's computers. Any message received nnhat contains to hostile, offensive or inappropriate content should be reported . intimidating, anage ent a measures can be taken. management so that.appropriate 8) Users must not originate or forward any e-mails with inappropriate content as defined in section 2(E)and 3(D)6.Reference CMA 5311.1(Standards of Conduct). messages with inappropriate content as defined in section 2(E) or 9) Uses must e-mail notify manager,or department director. Reference notify their supervisor, 3(D)6 must immediately tify CMA 5311.1(Standards of Conduct). a. The following information must be provided: (1) the date and time the e-mail was identifying-m a l sent/received; (2) the sender's e-mail address (or, if unavailable, any was information);(3)and the subject line. cified in Section D.(8)a is b. Do not forward the e-mail. Once the information spa passed on to a supervisor,the e-mail should be deleted. from their employees shall c. Supervisors,managers or directors receiving such their their employees all provide these reports to the HR Generalist repetitive inappropriate or explicit e- Additionally,if the user reports having received repel inappropriate e- mails from the same external sender,these reports and all supporting should be provided to the IT Service Desk as well as Human Resou1. 10)Signatures, tag lines, and background settings should be professional in nature and reflect positively on the County. a. Signatures may contain some or all of the following: Name, Agency Name,_ Department/Divisian, Title, Address, Telephone �' Fax default,settuzgs are other Number, e-mail Address. Colors and acceptable. inspirational, political messages are subject to b. Tag lines on an conveying Personal, insp lines may contain agency, interpretation and are, therefore, prohibited. Tag department or division mottos,mission or vision statements,�m e-mail c. To portray a professional image, g o E. Hardware/Equipment: network and network resources are provided as a tool to enhance 1) County technology assets, asses is a privilege. productivity. Only and perform job dares. A�edtbye I Department are permitted on the a„ only devices which are managed by Agency's business network. technology are on the Agency's Intranet b. The processes and procedures for purchasing technology items may be refused and updated periodically. Improperly purchased network access. computing devices is permitted but such devices will be c. The use of personally owned comp Personally owned computing to publically are not m a d bale IT %ent and are not permitted computing devices are not managed by access to the Agency's business network. d. SLATE computers may be approved for purchase for special purpose app lications in i approval by the IT Department. At this time, SLATE numbers after review and the IT Department and are not permitted SLATE computers are not managed Page 7 of 11 Packet Page-270- 1/14/2014 11 .C. CMA 5405 access to the Agency's business network,however a list of SLATE computers that can be managed and will be allowed internal network access will be developed and posted on the intranet as they are qualified. Special considerations that may apply to the purchase,governance,recurring charges,and use of SLATE devices can be found on the Agency's intranet. 2) Unauthorized Equipment. a. Users may not connect any device to County technology assets or the network. Only authorized administrative employees are permitted to add devices to the network. This prohibition includes, but is not limited to, personal network hubs, routers or switches,wireless access devices,USB hubs,portable computers, smart phones,and storage devices. IT Employees are required to disconnect and remove any such equipment upon discovery. b. Portable storage devices like USB "thumb" drives are permitted for the transport of non-executable (data) files as long as their use does not require any installable software or cause the installation of software. Executing programs stored on these devices is prohibited. These devices shall not be used as primary storage. Transporting regulated data files via these devices is prohibited. c. Employees and business partners may not use cameras, cell phone cameras, digital cameras, video camera, or other form of image-recording device in the workplace without the express permission of the supervising Department Director and of each person whose image is recorded. This provision does not apply to employees who must use such devices for business purposes in connection with their positions of employment. 3) Users shall not tamper with technology assets in any manner. All repairs must be coordinated through the IT Service Desk. a. Users shall not connect or disconnect any technology asset or network resource without prior coordination with and approval from the IT Service Desk. All hardware installations, repairs, moves, additions or changes must be coordinated through the IT Service Desk. b. Users shall not install, deactivate,uninstall or change any settings for any software provided by the County on any technology asset. Software provided includes,but is not limited to, virus detection and correction software, internet filtering software, monitoring software, power management settings, screen savers, and agents for software distribution. c. Users are prohibited from setting BIOS passwords. d. Settings in windows that are user accessible (e.g. desktop wallpaper, power management settings, color schemes, etc.) and application settings that are user accessible(e.g.browser favorites)are not covered under this Instruction and may be set and personalized by the user,although they may be altered by operating system patches and may or may not be transported in machine replacements. 4) Supervisors have the discretion to allow Collier County computers to be used by employees at home for County-related work purposes. The restrictions pertaining to the use of County computers at home will be the same as if they were directly connected to the County network and all policies apply. Use of County technology assets and network resources are for the exclusive use of authorized users only. IT support for home use will be limited to telephone support, or users will be required to bring County equipment to the workplace and will be Page 8 of 11 Packet Page -271- 1/14/2014 11.C. CMA 5405 provided assistance during business hours. The IT Department does not provide on-site support for home use of computers. F. Operating System/Software 1) Users are prohibited from possessing or distributing computer viruses, spyware, or other malicious software development and/or distribution tools. Users found to be in possession of such software may be subject to disciplinary action, including discharge, and possible civil and/or criminal penalties. 2) Users are prohibited from possessing tools commonly used for gathering technical information about the network or network resources useful for attempts to hack or breach security. Users found to be in possession of such software may be subject to disciplinary action,including discharge,and possible civil and/or criminal penalties. 3) Installing Software. a. Users are not permitted to download executable software. b. Users are not permitted to install executable software on IT Assets. The IT Service Desk will assist users with authorized software installs. c. Users with Windows Administrative Rights have been granted these rights solely to permit them to use software that requires these rights in order to run properly. Users with Windows Administrative Rights are not permitted to install executable software on IT Assets,unless they have an agreement authorized by the Director,Information Technology to do so. d. Users with fully executed "Special Service Level Agreements," which have been paid and are in good standing, are permitted to install the software identified in that agreement on the specific IT ASSETS specified within the agreement. 4) License Compliance. a. The IT Department is responsible for the Agency's compliance with certain software license agreements. Users are forbidden from making unauthorized copies of software. Collier County will not provide a defense for violations of licensing agreements. b. Collier County allows reproduction of copyrighted material only to the extent legally considered "fair use" or with the permission of the author/owner. All doubt about whether software is copyrighted, proprietary, or otherwise inappropriate for duplication should be resolved in favor of not duplicating such information. c. The IT Department provides license compliance services,however if the user prefers not to use IT's compliance service,they shall be responsible for proper and adequate physical security and protection of software in their possession.A locked file cabinet or locked desk drawer should be used to safeguard software. d. Users shall not copy or use County owned software on their personally owned home computers,laptops,or other electronic devices. e. Users shall not provide copies of County owned software to any business partner, client,or third person, or perform any other action that would cause non-compliance with any licensing agreement. f. Unlicensed or unauthorized software will be removed immediately upon discovery by IT employees. Staff found to be in possession of unlicensed or unauthorized software may be subject to disciplinary action,including discharge,and possible civil and/or criminal penalties.Employees who become aware of any misuse of software Page 9 of 11 Packet Page-272- 1/14/2014 11 .C. CMA 5405 or violation of copyright law should immediately report the incident to their immediate supervisor. G. Data Management: 1) Users should be aware that deletion of any data may not truly eliminate the information from systems. Most data is stored in a central back-up system in the normal course of data management. 2) In order to protect overall network performance,the County reserves the right to reprioritize and/or apply size limitations on data stored in or transmitted over the network. The County reserves the right to disconnect or otherwise manage circuits during incidents which jeopardize network performance. 3) Users may not access or alter in any manner data that is not involved in the execution of their job functions. a. Users are not permitted to access,modify,delete,and/or utilize data,which they may have access to, for any purpose except their job duties, Collier County business objectives,or business practices. b. Users shall utilize information that they are authorized to access only for the specific purposes for which it is intended. c. Except for authorized public records searches and special investigations, data and communications (e.g. e-mail and voice communications) shall be treated as confidential and accessed only by the intended custodian/recipient(s). Users are strictly prohibited from accessing any data or communications to which they are not intended to have access or are not the intended recipient. 4) No user may encrypt data for transmission over or storage on network resources without written permission from the Director, Information Technology. The system and methods requited to encrypt and decrypt data must be approved by the Information Technology Department. If the encryption method relies on secret keys, the Information Technology Department must manage the storage and security of such encryption keys. The Information Technology Department has methods in place to store secret keys securely, assuring the secrecy of encryption keys and the ability to decrypt data. If encrypted data is discovered,the data owner must provide clear text/unencrypted data along with the encryption system and secret keys to the Director,Information Technology upon request. 5) Regulated Data. a. Generally,all data and records created,stored,sent,or received on the Collier County network and network resources are public records except those exempted in Chapter 119 and 435.09 of the Florida Statutes or in any other applicable laws. Protected Health Information (PHI) protected under 1{IPAA rules and statutes as well as Payment Card Industry (PCI)data, personal financial information (PFI)(e.g. credit card and bank account numbers) and personal identifying information (PII) (e.g. social security numbers)are specifically excluded from the public record. b. Based on the content of data,statutes and/or agency policies may apply to the proper handling. It is the responsibility of the user to know the statutes/policies/rules that govern the handling of the regulated data to which they have access and to act in accordance with the applicable statutes/rules. Employees should consult with the Page 10 of I I Packet Page -273- 1/14/2014 11 .0. CMA 5405 County Attorney's Office to resolve any questions regarding proper legal handling of data. The data custodian shall be responsible to inform the Director, Information Technology of any regulated data that is collected or stored in any network resources so that it may be handled appropriately. The County has taken measures to ensure the confidentiality, integrity and availability of sensitive information, including PHI, PFI,and PII and that access to sensitive information is restricted to authorized users. Users must take steps to minimize the possibility of unauthorized access including, but not limited to, making sure that the position of their monitor is not subject to unauthorized viewing,not leaving regulated data on an unattended computer screen, and, proper custodianship of printouts. Regulated data shall not be stored on any computer's local storage or any other type of portable storage device. Regulated data shall never be stored on a portable computer. Any inadvertent access of regulated data by users who should not have access must be reported to the Director, Information Technology. c. Users shall not make copies of regulated data,encryption keys,or secure(encrypted) data in its clear text(unencrypted)state. The approval of the Director,Information Technology is required if it becomes necessary to make a copy or replicate regulated or encrypted data. This includes storing such data in documents, data warehouses, secondary databases,portable computers,or portable storage devices. IL Social Media Services: Internet based social media services (SMS) (e.g. Facebook, Twitter, MySpace)accounts may be authorized for agency or departmental promotion, outreach, or other public relations purposes and must be authorized by the County Manager's Office. All use of social media must comply with the provisions set forth in CMA 1200, Media and Public Relations. Upon approval, a request for access must be submitted to IT by the Department Director. IT will provide approved site owners with the tools and instructions to archive their information for compliance with Public Records statutes and agency procedures. Each department is responsible for the proper archiving and retention of social media records. §5405-4.Currency. The Information Technology Department is responsible for the currency of this policy. Page 11 of 11 Packet Page -274- 1/14/2014 11 .C. CMA#5905 RESTRICTED NETWORK ACCESS AGREEMENT §5905-1.Purpose. §5905-3.Guidelines. §5905-2.Definitions. §5905-4.Currency. [Effective Date:April 1,20061 §5905-1. Purpose. The purpose of this form is to document the agreement of Collier County non-employees who have been granted network accounts and permission to access the Collier County Data Network using only County workstations. §5905-2. Definitions. As used in this CMA, the following terms shall have the meanings indicated: COUNTY DATA NETWORK—Availability restricted to those individuals granted special permission and who can only access the network from County workstations. COUNTY DATA SERVICES—Unrestricted availability for those individu c using Internet access from any workstation. §5905-3. Guidelines. A. Access Description. The undersigned user is granted restricted access to the Collier County Data Network resources and applications. Access is limited to only using a Collier County owned and maintained workstation. Access from other workstations is restricted to those services accessible using the Internet. B. Agreement Acknowledgement Form. User's Printed Name: User's Title: User's Telephone Number: User's Office and Location: I have read the Collier County End User Computing Policy,and understand and accept the responsibilities as described therein. I also understand that misuse of County resources will be cause for system privilege revocation,as well as possible criminal or civil penalties as provided by law. 5905:1 09-15-2007 Packet Page-275- 1/14/2014 11.C. OFFICE OF COUNTY MANAGER ADMINISTRATIVE 5905-4 § 5905-3 PROCEDURE § I agree that I have no expectations of privacy with regards to any information entered into or passed through the County's Data Network. Any such information will be subject to Florida's statutes regarding public records unless specifically exempted. I also agree to promptly report any violations or suspected violations of information security policies to the Information Technology Department. User Signature: Date: For the Collier County IT Department: Date: §5905-4. Currency. The Information Security Manager (ISM) is responsible for maintaining the currency of this document. Contents will be reviewed on an annual basis, or sooner when situations warrant that review and possible changes are necessary. 5905:2 09.15.20 7 Packet Page -276- 1/14/2014 11 .C. ► TAB 1: IT MINIMUM TECHNICAL ARCHITECTURE AND COMPATIBILITY STANDARDS AND GENERAL REQUIREMENTS (TACS) Step 1,Tab 1 - IT Minimum Technical Architecture and Compatibility Standards and General Requirements(TACS) Complete the following section by answering yes/no to each technical requirement listed in the table below in respect to the software that will be proposed for this solution; please include additional comments if needed. If proposer cannot answer yes to all of these questions/statements,the proposal MAY NOT be considered for further evaluation. Index it Requirement YesAio Vendor Comments MTACS 01 The candidate software application must run Yes Applicable to Cityworks fully in the user context and does not require AMS,Riva DS,and GE SCADA elevated permissions or administrative integration permissions on the desktop. MTACS 02 All desktop software applications must utilize Yes Applicable to Cityworks Microsoft Operating System,current Collier AMS,Riva DS,and GE SCADA Production Version release with current integration patches and service packs.Windows 7&8 MTACS 03 Applications may not use Exchange Event Yes Applicable to Cityworks Sinks or Exchange Public Folders. AMS,Riva DS,and GE SCADA integration MTACS 04 If US-Cart posts vulnerability the software Yes Applicable to Cityworks must be addressed within a 30 day timeframe AMS,Riva DS,and GE SCADA by the software vendor. integration MTACS 05 Software must comply with all Federal,State Yes Applicable to Cityworks and Local regulation and all access must AMS, Riva DS,and GE SCADA comply with current published County integration Manager Agency(CMA)policies. Current policies that apply are CMA 5402 and CMA 5403,CMA 5405,Fingerprint ordinance. MTACS 06 Any software which stores personally Yes Applicable to Cityworks identifying information,including but not limited AMS,Riva DS,and GE SCADA to.(SSN.driver's license numbers,etc.)or any integration financial information,(credit card numbers, bank routing information,etc.)must fully protect the information and disclose the • methods of protection used,access protection methods,and life cycle handling of this data. Industry standard encryption methods utilizing at least 256 bit encryption techniques are required.All applications/software must be able to meet or exceed PCI requirements. MTACS 07 All Internet software applications must comply Yes Applicable to Cityworks with Section 508 requirements.(ADA AMS,Riva DS,and GE SCADA Compllence) integration Index# Requirement Yes/No Vendor Comments MTACS 08 The supplier of any HIPAA related software Yes Applicable to Cityworks applications must provide guidance on HIPAA AMS,Riva DS,and GE SCADA compliant implementation requirements. integration MTACS 09 Software vendors will acknowledge In writing Yes Applicable to Cityworks prior to selection,that collar County AMS,Riva DS,and GE SCADA Government will own any and all data and the integration databases. MTACS 10 Hard coding account access may not be Yes Applicable to Cityworks permitted. AMS,Riva DS,and GE SCADA integration MTACS 11 The methods used for encrypting stored Yes Applicable to Cityworks passwords must be disclosed. Industry AMS,Riva DS,and GE SCADA standard encryption methods utilizing at least integration 256 bit encryption techniques are required. Applications may not store passwords In clear Cityworks AMS uses Mi- text crosoft asp.net membership provider standard password encryption algorithm. MTACS 12 The County is not interested In the SA account Yes Applicable to Cityworks or equivalent. If It is.the proposed solution AMS,Riva DS,and GE SCADA "' must allow the County staff to change the SA integration password on a periodic basis without limitations. Packet Page-277- 1/14/2014 11 .C. IT TACS O. I sr, application include context sensitive he •'' • the application CflYWORKS-Online help is available.but al s pant is not context sensitive RNA-Rive has online helpfiles which are context-senstne and also hoer help so users can annotate any held it the application. TACS 02 The candidate software appbcat on proposal must include a complete hardware topology diagram and ream en ded hardware configurations. Vendor Deliverables: Topology Diagram -Recommended hardware requirements(workstation and server( •Network bandwidth requirements TACS 03 Web-based carpe sobware shall utilize Microsoft Internet Explorer. No other browser is supported.Current CRYWORKS-supported version for Ctyworks Collier Production Version is E B. 4 2013 is E9 RNA-Rive supports l 9. TACS 04 Web-based sentare must&doze IS 7 or newer with current patches and service packs. 4 TACS 05 Incident Support providing 24x71365 coverage shall be detect encdere response sawice finals shall be specified. CITYINORKS-Ctywoda headquarters normal hours:84 MST,with a cell number Inc o6-hour critical pmblems;acknowledgement of problem within 4 hrs of receipt;support webste ardlable 4 2411 RNA-Incidents can be reported 24x7/365 and -the help desk is open during regular business hours.Extended coverage may be negotiated. +?ACS 06 Client software applications should support and the vendor should provide package definition files with stem install• RNA-As Rica is a web-based application.no without user interaction.using Microsoft SCCM current version. Supported installation packages include: installation is required on user workstations. -MSI.Microsoft Widows installer MSI compatible 4 Rea is deployed through the Apache Tomcat deployment interface as a war file. TACS 07 Software applications should support and nun on current shipping release of virtual servers. including: RNA-Neva supports the listed virtual servers. •VMwM ESX(current version/confirm with BCC R Operations) All of these systems have support for Windows • MS Virtual Senor Server 2003 or 2006.which can run the Apache 4 Tomcat Application Server and run multiple instances of the Rive Application Database instances can be run on Oracle(up to 11g)or SOL Server(2005-2012) TACS OB All software application vendors are required to notify Collier County when new releases become available and when 4 RNA-Rive has a release protocol whch will be current releases and related systems are no longer supported. communicated to the County. TACS 09 The vendor must submit any applicable license agreements for any proposed elements including a descnpion of RNA-A Standard Licensing Agreement will be the licensing model,and list prices for as license types and whether or not canton licensing arrangements are 4 provided to the Courtly.Pricing is in the min available response document. TACS 10 The vendor must submit any applicable maintenance agreements for any proposed elements including a description RNA-A Standard Support and Maintenance of the maintenance plan.software upgrade policies and exclusions.and list prices for all maintenance agreement 4 ,Agreement will be pmaded to the County. types and whether or not custom maintenance agreements are available. Pricing is in the main response document. TACS 11 All software upgrades or changes required by the selected vendor must be made in a Collier County Standard test 4 emiromnent and certified prior to moving into a production environment. • TACS 12 System should be able to be backed up using the NetBackup V 7.5.0.1 or current navning version Application and Database TACS 13 Does system support retention to other Disaster Recovery sees 4 _rte r r •+-. • cations shoo use".ndows• icaten..'sad upon ory 4 saver saware a pplicatr applications must utilize Uxerw e'Notating C et e m.current Collier�fadlCtnan Version release • with wmm patches and semis packs.2012 Server TACS 16 Database should be Microsoft's SQL Server 2012 compliers 4 ,.__. e �y - ...:ram._ rege MICrO e Net) ew ork.dice.alabok;rid thanAo0•• • •• 4 TACS 18 INo direct updates to the SAP-would prefer batch files that are scheduled jobs to update SAP data Woolson The Ctyworks Storeroom integration developed by Woolpen will edhgere to this Important Describe your swoosh or the Vendor Comment'column. requirement RNA-Should it be determined that an imegraton between Rive ant SAP would be beneficial(not currently anticipated or*coped), the method of updates is the clients choice Riva can integrate directly with SAP or inports via batch files can be used. Packet Page-278- CA 1/14/2014 11 .C. Azteca Systems,Inc. • Phone:(801)523-2751 11075 South State St. C i t y w o r k s`) FAX(801)523-3734 Suite 24 Email: FAX Sandy,Utah 84070 http://www.cityworks.com CITYWORKS® SOFTWARE LICENSE AGREEMENT Contract No. C156213 This is a license agreement and not an agreement for sale. This license agreement (Agreement) is between Collier County, a political subdivision of the State of Florida (Licensee) and Azteca Systems Inc. (Azteca SystemsTM), a Utah corporation, with its principal place of business at 11075 South State Street, Suite #24 Sandy, Utah, 84070, and gives Licensee certain limited rights to use the proprietary software The Software Cityworks and Related Materials. All rights not specifically granted in this Agreement are reserved to Azteca Systems. 1. Definitions: As used herein,the following words, phrases, or terms in this Agreement all have the following meanings: 1.1 "The Software Cityworks" means the actual copy of all or any portion of the computer programs delivered as listed in paragraph 5.1 Licensed Aiow Software, inclusive of backups, updates, or merged copies permitted hereunder or subsequently supplied by Azteca Systems. 1.2 "Related Materials" means all of the printed materials, user documentation, training documentation, and confidential activation code for The Software Cityworks supplied by Azteca Systems under this Agreement. 1.3 "Effective Date" shall mean the date on which Licensee issues a Notice to Proceed. The initial cost for the software includes the cost of maintenance and support for the first year of the contract. 2. Term: This Agreement shall become effective on the Effective Date and shall be valid for as long as Licensee complies with the Permitted Uses and Uses Not Permitted provisions of this Agreement. Azteca Systems may terminate this Agreement by thirty (30) calendar days prior written notice to Licensee if Licensee fails to comply with the Permitted Uses and Uses Not Permitted provisions of this Agreement. Unless otherwise agreed in writing, Licensee shall have sixty (60) days after receiving notice of such failed compliance from Azteca Systems to cure the default. If this Agreement is terminated either under Section 8 or Section 17 below, Licensee shall then return to Azteca Systems all of The Software Cityworks, related modules, related updates, and any whole or Software License Agreement, Page 1 of 18 Packet Page -279- 1/14/2014 11 .C. partial copies, codes, modifications, and merged portions in any form. Azteca will for no additional charge to Licensee and at Licensee's option either grant a perpetual license to the Licensee which will allow Licensee to retain the ability to access records and data contained in The Cityworks Software or will provide hard copies of all files needed by the Licensee. The parties hereby agree that all provisions which operate to protect the intellectual rights of Azteca Systems shall remain in force should breach occur. 3. Reservation of Ownership and Grant of License: Azteca Systems retains exclusive title and ownership of any copy of The Software Cityworks and Related Material licensed under this Agreement and grants to Licensee a personal, nonexclusive, nontransferable license to use The Software Cityworks and Related Materials pursuant to the terms and conditions of this Agreement. From the Effective Date, Licensee agrees to use reasonable effort to protect The Software Cityworks and Related Materials from unauthorized use, reproduction, distribution, or publication. 4. Copyright: The Software Cityworks and Related Material are owned by Azteca Systems and are protected by United States copyright laws and applicable international treaties and/or conventions. Licensee agrees not to export The Software Cityworks into a country which does not have copyright laws that will protect Azteca System's proprietary rights. 5. Licensing and/or Royalty Fees: In consideration of the License fees ("License Fees") see Attachment B), Azteca Systems grants to Licensee a perpetual, nonexclusive, nontransferable license to use the Licenses obtained under this Agreement as follows: 5.1 Licensed Software: See Attachment B, attached herein and incorporated by reference. Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 5.2 Permitted Uses: • In addition to the test and development systems, Licensee may use the number of copies of The Software Cityworks specified in paragraph 5.1 for which License Fees have been paid on the computer systems(s) and/or specific computer networks(s) for Licensee's own internal use. • Licensee may install the number of copies and modules of The Software Cityworks specified in paragraph 5.1 for which License Fees have been paid onto Software License Agreement, Page 2 of 18 CA Packet Page -280- 1/14/2014 11 .C. the permanent storage device(s) on the computer system(s) and/or specific computer network(s). • Licensee may maintain up to five (5) copies of The Software Cityworks to a CD or DVD type medium for archival purposes during the term of this Agreement unless the right to make additional copies is granted to Licensee in writing by Azteca Systems. Regularly scheduled full system and partial system archival backups are allowable and specifically exempted from this provision. • Licensee may use, copy, alter, modify, merge, reproduce, and create derivative works of the on-line documentation accessible on MyCityworks.com for Licensee's own internal use. The portions of the on-line documentation merged with other software, hard copy, and digital materials shall continue to be subject to the terms and conditions of this Agreement and shall provide the following copyright attribution notice acknowledging Azteca Systems proprietary rights in the on-line documentation: "Portions of this document include intellectual property of Azteca Systems and are used herein by permission. Copyright © 2013 Azteca Systems Inc. All Rights Reserved." 5.3 Uses Not Permitted: • Licensee shall not sell, rent, lease, sub-license, lend, assign, time-share, transfer or export, in whole or in part to unlicensed third parties, or provide access to prior or present versions of The Software Cityworks, any updates, or Licensee's rights under this Agreement. Nothing in this Section shall prevent use of and access to The Software Cityworks by Licensee's employees, agents or others performing work for or on behalf of the Licensee. • Licensee shall not reverse engineer, decompile, or disassemble The Software Cityworks, or make any attempt to unlock or bypass The Software Cityworks keycode, as applicable, subject to local law. • Licensee shall not make additional copies of The Software Cityworks and Related Materials beyond that described in the Permitted Uses section above. • Licensee shall not remove or obscure any Azteca Systems copyright or trademark notices. 5.4 Escrow Agreement: Cityworks covenants to Licensee that it will be named as a Beneficiary as that term is defined in the third-party Iron Mountain Escrow Agreement language attached as Attachment C, Exhibit C which, under specific circumstances would allow Licensee to receive an up-to-date copy of the source-code for the Licensed Software as listed in Attachment B, and which is subject to a current maintenance and support agreement. Upon Execution of this Agreement and payment of License Fee, a form substantially similar to Attachment D, Exhibit D "Auxiliary Deposit Account to Master Escrow Agreement" will be executed by the parties, and a confirmation document will be sent to Licensee by Azteca Systems, Inc. Software License Agreement, Page 3 of 18 Packet Page -281- 0 1/14/2014 11.C. 6. The Software Cityworks Update and Support: Update and support services for The Software Cityworks is available if Licensee and Azteca Systems have executed a Cityworks Update and Support Agreement. Fees for any such support services shall be governed by the Cityworks Update and Support Agreement. The initial cost for the software includes the cost of maintenance and support for the first year of the contract. 7. Limited Warranty: Limited Warranty: Azteca Systems warrants that it owns or has the full right and authority and all associated intellectual property rights necessary to grant Licensee rights and licenses set forth in this Agreement to The Software Cityworks and Related Materials. Azteca Systems warrants that The Software Cityworks, unaltered, will substantially conform to the Related Materials for a period of one (1) year from the Effective Date ("Warranty Period"). Azteca Systems warrants that the media upon which The Software Cityworks is provided will be free from defects in materials and workmanship under normal use and service during the Warranty Period. AZTECA SYSTEMS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE CITYWORKS. AZTECA SYSTEMS DOES NOT WARRANT THAT THE OPERATIONS OF ITS RESPECTIVE SOFTWARE AND RELATED MATERIALS WILL BE UNINTERRUPTED AND/OR ERROR FREE. 8. Exclusive Remedy and Limitation of Liability: Exclusive Remedy and Limitation of Liability: One (1) year from the Effective Date and during the Warranty Period, Azteca System's entire liability and Licensee's exclusive remedy for breach of the warranties against defect(s) in materials and workmanship shall be to request Azteca Systems correct the defect(s) by whatever means reasonably available to Azteca Systems such as remedy the defect(s), or provide a suitable work around, or replace The Software Cityworks in accordance with the Cityworks Update and Support Agreement (if then in effect with Licensee). If Azteca Systems exhausts available remedies and is unable to remedy the defect(s) Licensee may by written notice of its election to Azteca Systems, terminate this Agreement for its convenience and have Azteca Systems return 100% of the License Fees paid upon the Licensee's return of The Software Cityworks to Azteca Systems. Azteca Systems shall not be liable for indirect, special, incidental, or consequential damages related to Licensee's use of The Software Cityworks, unless such damage is caused by Azteca System's actual negligence. IN NO EVENT SHALL AZTECA SYSTEMS BE LIABLE TO THE LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST SALES OR BUSINESS EXPENDITURES, INVESTMENTS, OR COMMITMENTS IN CONNECTION WITH ANY Software License Agreement, Page 4 of 18 Packet Page -282- CA 1/14/2014 11 .C. BUSINESS, LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR USE OF THE SOFTWARE AND RELATED MATERIALS, UNLESS SUCH LOSS OR DAMAGE IS CAUSED BY AZTECA SYSTEM'S ACTUAL NEGLIGENCE. 9. Indemnity: Azteca Systems, at its own expense, will hold harmless, defend and indemnify Licensee from all claims that The Software Cityworks or Related Materials furnished under this Agreement infringes a U.S. Copyright or other intellectual property rights of a third party, provided that Licensee gives Azteca Systems prompt written notice of such claims and permits Azteca Systems the sole right to control the defense of such claims and provides Azteca Systems all reasonable cooperation. As to The Software Cityworks which are or in the opinion of Azteca Systems may become subject to a claim of infringement, Azteca Systems, at its option, will obtain the right for Licensee to continue using The Software Cityworks or replace or modify The Software Cityworks so as to make them non-infringing. If none of the alternatives is available on commercially reasonable terms, then Licensee agrees to, upon Azteca Systems' written request, terminate for convenience the Agreement upon the Licensee returning The Software Cityworks to Azteca Systems and Azteca Systems will refund to the Licensee 100%of the License Fees paid. Azteca Systems will not indemnify or defend Licensee from any infringement claim resulting from Licensee's unauthorized modification or alteration of The Software Cityworks or Related Materials. This section states Azteca System's entire obligation to Licensee and Licensee's sole and exclusive remedy for infringement. 10. Additional Software Licenses: Additional copies and modules of The Software Cityworks licenses may be ordered without signed amendments provided the following language is incorporated in the signed Purchase Order: "By accepting this order, both parties agree to amend the Master Software License Agreement Contract No. C156213 between Collier County, FL and Azteca Systems, Inc., which is incorporated herein by reference, to include the above software licenses, which are hereby licensed under the same terms and conditions." 11. Export Regulations: Licensee acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders relating to the export of computer software or know-how relating thereto. The Software Cityworks are determined to be Technical Data under United States export laws. Licensee agrees to comply with all laws, regulations, and orders of the Software License Agreement, Page 5 of 18 Packet Page -283- 0 1/14/2014 11 .C. United States in regard to any export of such Technical Data. Licensee agrees not to disclose or re-export any Technical Data received under this Agreement in or to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Licensee has obtained prior written authorization from Azteca Systems and the U.S. Office of Export Control. 12. Force Majeure: Neither party shall be liable to the other for failure or delay in the performance of a required obligation during any period where such failure or delay is caused by strike, riot, fire, flood, natural disaster, or other similar cause beyond such party's control, provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible. 13. Severability: If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The provisions of this Agreement shall be enforceable to the extent permissible under the laws of the State of Florida. 14. No Implied Waivers: No failure or delay by Azteca Systems or Licensee in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by Azteca Systems. 15. Order of Precedence: In the event of any conflict between or among the terms of a Purchase Order related to this License Agreement, the terms of this License Agreement shall take precedence over the terms of the Collier County Purchase Order attached as Attachment A and incorporated by reference. To the extent any terms and for conditions of a Purchase Order duplicate or overlap the Terms and Conditions of this License Agreement, the provisions of the Terms and/or Conditions that are most favorable to the County and/or provide the greatest protection to the County shall govern, save for Sections 8 and 9 of this License Agreement shall take precedence over Section 10 Indemnification and Section 19 e in the Purchase Order. 16. Governing Law: This Agreement, entered into in the County of Collier shall be construed and enforced in accordance with, and be governed by, the laws of the State of Florida without reference to conflict of laws principles. The parties hereby consent to the personal jurisdiction of the courts of this county and waive their rights to change venue. 17. Termination for Convenience: In the event that either funding from the Licensee or other sources is withdrawn, reduced, or limited, or the authority of the Licensee to perform any of its duties is withdrawn, reduced, or limited in any way after the Effective Date of this Agreement and prior to normal completion, the parties shall have the Software License Agreement, Page 6 of 18 Packet Page-284- �Q. 1/14/2014 11 .C. authority to exercise the Termination for Convenience option to terminate this Agreement, in whole or in part. If a party to this Agreement chooses to terminate for convenience that party may do so by thirty(30)days written notice to the other party. If this Agreement is terminated for convenience, the Licensee is only liable for payment required by the terms of this Agreement for services rendered or software received and accepted prior to the Effective Date of termination. Also, set forth elsewhere in this Agreement are specific provisions which allow the parties to terminate this Agreement for convenience (see Exclusive Remedy and Limitation of Liability provision). 18. Mediation Clause: Azteca Systems and Licensee will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail then the dispute will be mediated by a mutually acceptable mediator to be chosen by Azteca Systems and the Licensee within thirty (30) days after written notice by one of the parties demanding non-binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator. Azteca Systems and the Licensee will share the cost of the mediation equally. By mutual agreement, however, Azteca Systems and Licensee may postpone mediation until both parties have completed some specified limited discovery about the dispute. The parties may also agree to replace mediation with some other form of non-binding alternate dispute resolution procedure ("ADR"). Any dispute which cannot be resolved between the parties through negotiation or mediation within two (2) months of the date of the initial demand for it by one of the parties may then be submitted to a court of competent jurisdiction in the County of Collier, FL. Both Azteca Systems and Licensee consent to jurisdiction by such a court. The use of any ADR procedures will not be considered under the doctrine of latches, waiver or estoppel to affect adversely the rights of either party. Nothing shall prevent either of the parties from resorting to the judicial proceedings mentioned in this paragraph if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful; or (b) interim relief from the court is necessary to prevent serious and irreparable injury to one of the parties or others. 19. Entire Agreement: This Agreement constitutes the sole and entire agreement of the parties as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating hereto. Except as otherwise expressly provided herein, any Amendments to this Agreement must be in writing and signed by an authorized representative of each party. Software License Agreement, Page 7 of 18 Packet Page -285- 1/14/2014 11 .C. 20. Data Confidentiality Statement: For any client data and /or confidential information (data) provided to Azteca Systems, we will take reasonable measures to assure that the data is not inappropriately accessed or distributed to any third-party. Data provided to Azteca Systems by the client will be loaded onto Azteca Systems servers or employee computers for the purpose of testing Cityworks software, database structure, or database values, and related Esri software to resolve database or software performance issues, software enhancements and software defects ("bugs"). At no time will the data be distributed to individuals or organizations who are not Azteca Systems employees without first receiving written approval from the client. If requested by the client, and once the testing has been completed, Azteca Systems will delete all data provided by the client. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. Counterparts may be executed either in original,faxed or other agreed electronic form. The parties adopt any signatures received by a receiving fax machine or other agreed electronic form as valid and binding original signatures of the parties even if an original paper document bearing a party's original signature is not delivered.Any party providing its signature in such manner will upon request promptly forward to the other party an original of the signed copy of this Agreement. IN WITNESS WHEREOF, the parties have each, respectively, by an authorized person or agent, have executed this Agreement on the date(s) indicated below. Accepted and Agreed: ATTEST: LICENSEE: Dwight E. Brock, Clerk BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: By: Georgia A. Hiller, Esq. Chairwoman Date: Date: Approved as to Form and Legality: St) Assistant County Attorney Software License Agreement, Page 8 of 18 Packet Page -286- 1/14/2014 11 .C. Azteca Systems, Inc. First Witness: By: By: Print Name Print Name and Title Second Witness: Date: By: Print Name Software License Agreement, Page 9 of 18 Packet Page -287- Gq- 1/14/2014 11 .C. Attachment A— Collier County Purchase Order Terms and Conditions 13.0: Purchase Order Terms and Conditions 1. Offer This offer is subject to cancellation by the COUNTY without notice if not accepted by VENDOR within fourteen (14) days of issuance. 2. Acceptance and Confirmation This Purchase Order (including all documents attached to or referenced herein) constitutes the entire agreement between the parties, unless otherwise specifically noted by the COUNTY on the face of this Purchase Order. Each delivery of goods and/or services received by the COUNTY from VENDOR shall be deemed to be upon the terms and conditions contained in this Purchase Order. No additional terms may be added and Purchase Order may not be changed except by written instrument executed by the COUNTY. VENDOR is deemed to be on notice that the COUNTY objects to any additional or different terms and conditions contained in any acknowledgment, invoice or other communication from VENDOR, notwithstanding the COUNTY'S acceptance or payment for any delivery of goods and/or services, or any similar act by VENDOR. 3. Inspection All goods and/or services delivered hereunder shall be received subject to the COUNTY'S inspection and approval and payment therefore shall not constitute acceptance. All payments are subject to adjustment for shortage or rejection. All defective or nonconforming goods will be returned pursuant to VENDOR'S instruction at VENDOR'S expense. To the extent that a purchase order requires a series of performances by VENDOR, the COUNTY prospectively reserves the right to cancel the entire remainder of the Purchase Order if goods and/or services provided early in the term of the Purchase Order are non-conforming or otherwise rejected by the COUNTY. 4. Shipping and Invoices a) All goods are FOB destination and must be suitably packed and prepared to secure the lowest transportation rates and to comply with all carrier regulations. Risk of loss of any goods sold hereunder shall transfer to the COUNTY at the time and place of delivery; provided that risk of loss prior to actual receipt of the goods by the COUNTY nonetheless remain with VENDOR. b) No charges will be paid by the COUNTY for packing, crating or cartage unless otherwise specifically stated in this Purchase Order. Unless otherwise provided in Purchase Order, no invoices shall be issued nor payments made prior to delivery. Unless freight and other charges are itemized, any discount will be taken on the full amount of invoice. c) All shipments of goods scheduled on the same day via the same route must be consolidated. Each shipping container must be consecutively numbered and marked to show this Purchase Order number. The container and Purchase Order numbers must be indicated on bill of lading. Packing slips must show Purchase Order number and must be included on each package of less than container load (LCL) shipments and/or with each car load of equipment. The COUNTY reserves the right to refuse or return any shipment or equipment at VENDOR'S expense that is not marked with Purchase Order numbers. VENDOR agrees to declare to the carrier the value of any shipment made under this Purchase Order and the full invoice value of such shipment. Software License Agreement, Page 10 of 18 Packet Page -288- C� L 1/14/2014 11 .C. d) All invoices must contain the Purchase Order number and any other specific information as identified on the Purchase Order. Discounts of prompt payment will be computed from the date of receipt of goods or from date of receipt of invoices, whichever is later. Payment will be made upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act," and, pursuant to the Board of County Commissioners Purchasing Policy. 5. Time Is Of the Essence Time for delivery of goods or performance of services under this Purchase Order is of the essence. Failure of VENDOR to meet delivery schedules or deliver within a reasonable time, as interpreted by the COUNTY alone, shall entitle the COUNTY to seek all remedies available to it at law or in equity. VENDOR agrees to reimburse the COUNTY for any expenses incurred in enforcing its rights. VENDOR further agrees that undiscovered delivery of nonconforming goods and/or services is not a waiver of the COUNTY'S right to insist upon further compliance with all specifications. 6. Changes The COUNTY may at any time and by written notice make changes to drawings and specifications, shipping instructions, quantities and delivery schedules within the general scope of this Purchase Order. Should any such change increase or decrease the cost of, or the time required for performance of the Purchase Order, an equitable adjustment in the price and/or delivery schedule will be negotiated by the COUNTY and VENDOR. Notwithstanding the foregoing, VENDOR has an affirmative obligation to give notice if the changes will decrease costs. Any claims for adjustment by VENDOR must be made within thirty(30) days from the date the change is ordered or within such additional period of time as may be agreed upon by the parties. 7. Warranties VENDOR expressly warrants that the goods and/or services covered by this Purchase Order will conform to the specifications, drawings, samples or other descriptions furnished or specified by the COUNTY, and will be of satisfactory material and quality production, free from defects and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. These warranties shall survive inspection, acceptance, passage of title and payment by the COUNTY. 8. Statutory Conformity Goods and services provided pursuant to this Purchase Order, and their production and transportation shall conform to all applicable laws, including but not limited to the Occupational Health and Safety Act, the Federal Transportation Act and the Fair Labor Standards Act, as well as any law or regulation noted on the face of the Purchase Order. 9. Advertising No VENDOR providing goods and services to the COUNTY shall advertise the fact that it has contracted with the COUNTY for goods and/or services, or appropriate or make use of the COUNTY'S name or other identifying marks or property without the prior written consent of the COUNTY'S Purchasing Department. 10. Indemnification VENDOR shall indemnify and hold harmless the COUNTY from any and all claims, including claims of negligence, costs and expenses, including but not limited to attorneys' fees, arising from, caused by or related to the injury or death of any person (including but not limited to employees and agents of VENDOR in the performance of their duties or otherwise), or Software License Agreement, Page 11 of 18 Packet Page -289- Goo 1/14/2014 11 .C. damage to property (including property of the COUNTY or other persons), which arise out of or are incident to the goods and/or services to be provided hereunder. 11. Warranty of Non-Infringement a) VENDOR represents and warrants that all goods sold or services performed under this Purchase Order are: a) in compliance with applicable laws; b) do not infringe any patent, trademark, copyright or trade secret; and c)do not constitute unfair competition. b) VENDOR shall indemnify and hold harmless the COUNTY from and against any and all claims, including claims of negligence, costs and expense, including but not limited to attorneys' fees, which arise from any claim, suit or proceeding alleging that the COUNTY'S use of the goods and/or services provided under this Purchase Order are inconsistent with VENDOR'S representations and warranties in section 11 (a). c) If any claim which arises from VENDOR'S breach of section 11 (a) has occurred, or is likely to occur, VENDOR may, at the COUNTY'S option, procure for the COUNTY the right to continue using the goods or services, or replace or modify the goods or services so that they become non-infringing, (without any material degradation in performance, quality, functionality or additional cost to the COUNTY). 12. Insurance Requirements The VENDOR, at its sole expense, shall provide commercial insurance of such type and with such terms and limits as may be reasonably associated with the Purchase Order. Providing and maintaining adequate insurance coverage is a material obligation of the VENDOR. All insurance policies shall be executed through insurers authorized or eligible to write policies in the State of Florida. 13. Compliance with Laws In fulfilling the terms of this Purchase Order, VENDOR agrees that it will comply with all federal, state, and local laws, rules, codes, and ordinances that are applicable to the conduct of its business. By way of non-exhaustive example, this shall include the American with Disabilities Act and all prohibitions against discrimination on the basis of race, religion, sex creed, national origin, handicap, marital status, or veterans status. Further, VENDOR acknowledges and without exception or stipulation shall be fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the awarded firm(s) to comply with the laws referenced herein shall constitute a breach of the award agreement and the County shall have the discretion to unilaterally terminate said agreement immediately. Any breach of this provision may be regarded by the COUNTY as a material and substantial breach of the contract arising from this Purchase Order. 14. Force Majeure Neither the COUNTY nor VENDOR shall be responsible for any delay or failure in performance resulting from any cause beyond their control, including, but without limitation to war, strikes, civil disturbances and acts of nature. When VENDOR has knowledge of any actual or potential force majeure or other conditions which will delay or threatens to delay timely performance of this Purchase Order, VENDOR shall immediately give notice thereof, including all relevant information with respects to what steps VENDOR is taking to complete delivery of the goods and/or services to the COUNTY. 15. Assignment VENDOR may not assign this Purchase Order, nor any money due or to become due without the prior written consent of the COUNTY. Any assignment made without such consent shall be deemed void. Software License Agreement, Page 12 of 18 Packet Page-290- 0,01 1/14/2014 11 .C. 16. Taxes Goods and services procured subject to this Purchase Order are exempt from Florida sales and use tax on real property, transient rental property rented, tangible personal purchased or rented, or services purchased (Florida Statutes, Chapter 212), and from federal excise tax. 17. Annual Appropriations The COUNTY'S performance and obligation to pay under this Purchase Order shall be contingent upon an annual appropriation of funds. 18. Termination This Purchase Order may be terminated at any time by the COUNTY upon 30 days prior written notice to the VENDOR. This Purchase Order may be terminated immediately by the COUNTY for breach by VENDOR of the terms and conditions of this Purchase Order, provided that COUNTY has provided VENDOR with notice of such breach and VENDOR has failed to cure within 10 days of receipt of such notice. 19. General a) This Purchase Order shall be governed by the laws of the State of Florida. The venue for any action brought to specifically enforce any of the terms and conditions of this Purchase Order shall be the Twentieth Judicial Circuit in and for Collier County, Florida b) Failure of the COUNTY to act immediately in response to a breach of this Purchase Order by VENDOR shall not constitute a waiver of breach. Waiver of the COUNTY by any default by VENDOR hereunder shall not be deemed a waiver of any subsequent default by VENDOR. c) All notices under this Purchase Order shall be sent to the respective addresses on the face page by certified mail, return receipt requested, by overnight courier service, or by personal delivery and will be deemed effective upon receipt. Postage, delivery and other charges shall be paid by the sender. A party may change its address for notice by written notice complying with the requirements of this section. d) The Vendor agrees to reimbursement of any travel expenses that may be associated with this Purchase Order in accordance with Florida Statute Chapter 112.061, Per Diem and Travel Expenses for Public Officers, employees and authorized persons. e. In the event of any conflict between or among the terms of any Contract Documents related to this Purchase Order, the terms of the Contract Documents shall take precedence over the terms of the Purchase Order. To the extent any terms and /or conditions of this Purchase Order duplicate or overlap the Terms and Conditions of the Contract Documents, the provisions of the Terms and/or Conditions that are most favorable to the County and/or provide the greatest protection to the County shall govern. Software License Agreement, Page 13 of 18 Packet Page -291- 1/14/2014 11 .C. ATTACHMENT B to Contract No. C156213—Software License Agreement Cityworks Software One-Time License Fees Description Price Cityworks®Software—An unlimited use site license of Cityworks $311,925 Server AMS, Mobile Applications, Desktop, Anywhere, Storeroom, Equipment Manager, CCTV Interface, Paver Interface, Basic Work Order API, Service Request API, and Cityworks Analytics. Ten (10) named logins of Cityworks Server PLL. Includes the cost of maintenance and support for the first year of the contract. Cityworks®Software Annual Maintenance and Support Fees Description Price* Cityworks®Software Maintenance and Support-year 1 included Cityworks® Software Maintenance and Support-year 2 $67,450 Cityworks®Software Maintenance and Support - year 3 $67,450 Cityworks® Software Maintenance and Support-year 4 $67,450 Cityworks®Software Maintenance and Support-year 5 $67,450 Cityworks®Software Maintenance and Support-year 6 $67,450 Cityworks® Software Maintenance and Support-years 7+ $77,450 If Licensee acquires additional software in the course of a maintenance year, the one-time cost and annual maintenance cost(prorated) is due at the time of purchase, and the parties will agree to increase the fee for subsequent maintenance years by the annual cost of the additional software. Software License Agreement, Page 14 of 18 Packet Page-292- car, 1/14/2014 11 .C. Attachment C to Contract No. C156213—Software License Agreement Escrow Agreement Beneficiary Language (Page immediately following) Software License Agreement, Page 15 of 18 Packet Page -293- 1/14/2014 11 .C. EXHIBIT C RELEASE OF DEPOSIT MATERIAL Iron Mountain will use the following procedures to process any Beneficiary Work Request to release Deposit Material. Release Conditions. Depositor and Beneficiary agree that Iron Mountain will provide nonce via electronic mail and/or regular mail to the Depositor if a Beneficiary under this Agreement submits a Deposit Material release Work Request based on one or more of the following conditions(defined as"Release Conditions"); (i) Breach of the License Agreement by the Depositor for the Deposit Material covered under this Agreement;or (ii)Depositor ceases to support its software or in the event that Depositor sells its software to an unrelated third-party and the successor owner ceases to support the software then Beneficiary shall be entitled to the Deposit Material for non-commercial,internal use. At no time shall Beneficiary release the code in any format to any other entity without written permission from Depositor or successor owner;or (iii)Depositor is subject to voluntary or involuntary bankruptcy. 2. Release Work Rcauest.A Beneficiary may submit a Work Request to Iron Mountain to release the Deposit Material covered under this Agreement. Iron Mountain will send a written notice of this Beneficiary Work Request within five(5)business days to the authorized Depositor representative(s). 3. Contrary Instructions. From the date Iron Mountain mails written notice of the Beneficiary Work Request to release Deposit Material covered under this Agreement,Depositor representative(s)shall have ten(10)business days to deliver to Iron Mountain contrary instructions("Contrary Instructions"). Contrary Instructions shall mean the written representation by Depositor that a Release Condition has not occurred or has been cured.Contrary Instructions shall be on company letterhead and signed by an authorized Depositor representative. Upon receipt of Contrary Instructions,Iron Mountain shall send a copy to an authorized Beneficiary representative by commercial express mail. Additionally,Iron Mountain shall notify both Depositor representative(s)and Beneficiary representative(s)that there is a dispute to be resolved pursuant to the Disputes provisions of this Agreement. Iron Mountain will continue to store Deposit Material without release pending(i)joint instructions from Depositor and Beneficiary that accept release of Deposit Material;or(ii)dispute resolution pursuant to the Disputes provisions of this Agreement;or(iii)receipt of an order from a court of competent jurisdiction. 4. $please of Derxrcit Material.If Iron Mountain does not receive Contrary Instructions from an authorized Depositor representative,Iron Mountain is authorized to release Deposit Material to the Beneficiary or,if more than one Beneficiary is registered to the deposit,to release a copy of Deposit Material to the Beneficiary.Iron Mountain is entitled to receive any uncollected Service fees due Iron Mountain from the Beneficiary before fulfilling the Work Request to release Deposit Material covered under this Agreement. This Agreement will terminate upon the release of Deposit Material held by Iron Mountain. 5. Right to Use Following Release.Beneficiary has the right under this Agreement to use the Deposit Material for the sole purpose of continuing the benefits afforded to Beneficiary by the License Agreement. Notwithstanding, the Beneficiary shall not have access to the Deposit Material unless there is a release of the Deposit Material in accordance with this Agreement. Beneficiary shall be obligated to maintain the confidentiality of the released Deposit Material. MA331005 NA Page 13 of 18 Software License Agreement, Page 16 of 18 Packet Page-294- ,cA 1/14/2014 11 .C. Attachment D to Contract No. C156213—Software License Agreement Auxiliary Deposit Account to Master Escrow Agreement (Page immediately following) Software License Agreement, Page 17 of 18 Packet Page -295- (C,� 1/14/2014 11 .C. Attachment D EXHIBIT D AUXILIARY DEPOSIT ACCOUNT To MASTER ESCROW AGREEMENT (NOTE:To BE COMPLETED ONLY IF DEPOSITOR ESTABLISHED A MASTER ESCROW AGREEMENT) Master Deposit Account Number:30131 Auxiliary Account Number ("Depositor") has entered into a Master Escrow Agreement with Iron Mountain Intellectual Property Management, Inc. ("Iron Mountain"). Pursuant to that Agreement,Depositor may deposit certain Deposit Material with Iron Mountain. Depositor desires that new Deposit Material be held in a separate account and be maintained separately from the initial account. By execution of this Exhibit D, Iron Mountain will establish a separate account for the new Deposit Material. The new account will be referenced by the following name: Depositor hereby agrees that all terms and conditions of the existing Master Escrow Agreement previously entered into by Depositor and Iron Mountain will govern this account. The termination or expiration of any other account of Depositor will not affect this account. DEPOSITOR IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT,INC. SI G NATO RE: Signature: PRINT NAME: PRINT NAME: TITLE: TITLE: DATE: DATE: EMAIL ADDRESS EMAIL ADDRESS: ipmcontracts(a�ironmountain.com AUTHORIZED PERSON(S)/NOTICES TABLE Please provide the name(s)and contact information of the Authorized Person(s)under this Agreement. All Notices will be sent electronically and/or through regular mail to the appropriate address set forth below. PRINT NAME: PRINT NAME: TITLE: TITLE: EMAIL ADDRESS EMAIL ADDRESS STREET ADDRESS 1 STREET ADDRESS 1 PROVINCE/CITY/STATE PROVINCE/CITY/STATE POSTAL/ZIP CODE POSTAL/ZIP CODE PHONE NUMBER PHONE NUMBER FAX NUMBER FAX NUMBER Software License Agreement, Page 18 of 18 Packet Page -296- �'� 1/14/2014 11 .C. Azteca Systems,Inc. Phone:(801)523-2751 11075 South State St. Ci w o r k S Email:info (801)52ks3 om Suite 24 Sandy,Utah 84070 http://www.cityworks.com CITYWORKS® UPDATE&SUPPORT AGREEMENT Contract No.C156213 This agreement (Agreement) is between Collier County, a political subdivision of the State of Florida (hereafter the User), as specified in Attachment A, and Azteca Systems Inc. (hereafter Azteca SystemsTM), a Utah corporation, with its principal place of business at 11075 South State Street, Suite #24 Sandy, Utah, 84070. Azteca Systems and the User have entered into a license agreement with respect to use of The Cityworks Software (the "Cityworks Software License Agreement"); and User also desires to secure software Cityworks update and support services from Azteca Systems with respect to such Software as more specifically enumerated in this Agreement. THE PARTIES AGREE AS FOLLOWS: 1. DEFINITIONS 1.1 "Covered Software" shall mean the particular Software, scripts, interfaces and custom code identified in Attachment A. 1.2 "Custom Applications" shall mean any scripts, interfaces, reports or program code requested by the Licensee, other than Program Modifications to the Cityworks applications that provide specific functionality uniquely designed for the Licensee. Any Custom Applications delivered to Licensee shall NOT become part of the Licensed Software unless otherwise specified in Attachment A. The Custom Applications scripts, interfaces, reports and program code shall be provided to the client as a deliverable and client shall have full ownership rights for the Custom Applications. However, Azteca Systems shall retain the right to utilize, modify and enhance the scripts, interfaces, reports or program code of the Custom Applications as Azteca Systems deems appropriate. 1.3 "Effective Date" shall mean the date on which User issues a Notice to Proceed in accordance with the Cityworks Software License Agreement Section 1.3, Contract No. C156213, between User and Azteca Systems. 1.4 "Licensed Software"shall mean the particular Software identified in Attachment A, Description of Covered Software. Update&Support Agreement,Page 1 of 11 Packet Page-297- 1/14/2014 11 .C. 1.5 "Program Fixes" shall mean minor corrections to the Licensed Software to correct deviations in the Licensed Software. Any Program Fixes delivered to User shall become part of the Licensed Software under the Cityworks Software License Agreement. 1.6 "Program Modifications" shall mean new versions of or additions to the Licensed Software, which adds to or alters the function(s) of the Licensed Software and new modules or products adapted to interface with the Licensed Software and add to or alter the function(s) of the Licensed Software, requested by the User. Any Program Modifications delivered to User shall become part of the Licensed Software under the Cityworks Software License Agreement. 1.7 "Product Updates" are Program Fixes, Program Upgrades and Program Modifications. 1.8 "Program Upgrades" shall mean new versions of, or additions to, the Licensed Software prepared by Azteca Systems that improve its operating performance but do not add to or alter its basic function(s). Any Program Upgrades delivered to User shall become part of the Licensed Software. 1.9 "Software" shall mean Cityworks source code, machine-readable code, and related documentation. 1.10 "Update & Support Period" shall mean the initial Update and Support period commencing upon the Effective Date of this Agreement, as set forth in Attachment A, and any subsequent twelve-month period. 1.11 "Update & Support Agreement" or "Agreement" shall mean this Update & Support Agreement between Azteca Systems and User identified in Attachment A, the terms and conditions of which are hereby incorporated by reference. 2. SUPPORT 2.1 The services to be provided during the Update&Support Period include Azteca Systems Product Updates to Azteca System's Cityworks applications including Program Fixes, Program Upgrades and Program Modifications (not Custom Applications). Azteca Systems will make all reasonable efforts to provide upward compatibility for The Cityworks Software applications within a reasonable timeframe for minor and major Esri' ArcGIS and Cityworks supported databases revisions. If identified as "Covered Software", Azteca Systems will ensure upward compatibility within a reasonable timeframe for Custom Applications when there are minor ArcGIS and Cityworks supported databases revisions (for example, from rev 10.1 to rev 10.2). Azteca Systems will not ensure upward compatibility for Custom Applications when there are Update&Support Agreement,Page 2 of 11 Packet Page -298- CA 1/14/2014 11 .C. major Esri ArcGIS and Cityworks supported databases revisions (for example, from rev 10.x to rev 11.x). 2.2 Azteca Systems shall, without additional charge (except as allowed for in paragraph 3.4 and 7.3),during the term of this Agreement: (a) Make all reasonable efforts to provide those Program Fixes, if any, that are necessary to assure the Covered Software is functioning properly; provided User provides Azteca Systems with written notice specifying particularity in narrative, non-technical terms to the best of User staffs ability the apparent error in the system and the manner in which the Covered Software is not functioning properly(as provided in Section 8);and (b) Deliver to User any Program Upgrades relating to the Covered Software made available to others. (c) Provide Telephone User Support, Email Support,Web Support, during normal business hours, 8 AM to 5 PM Mountain Time, Monday through Friday (excepting Holidays) and after hour emergency support line, and other benefits deemed appropriate by Azteca Systems (as set forth in Section 7). (d) Implement and maintain a means of secure, remote direct network access (VPN, Web-access, dial-up, etc) to the User's systems in order to perform thorough remote diagnostics and effect remote repairs, upgrades, and fixes. 2.3 The following items, among others, however, are specifically excluded as support services under this section of this Agreement: (a) interpretation of program results; (b) assistance with questions related to computer hardware and peripherals that are not related to the use of the Covered Software; (c) assistance with computer operating system questions not directly pertinent to the Covered Software or Program Modifications; (d) data debugging and/or correcting; (e) services necessitated as a result of any cause other than authorized ordinary and proper use by the User of the Covered Software, including but not limited to neglect, abuse, unauthorized modification, unauthorized updates or electrical, fire,water or other damage; and Update&Support Agreement,Page 3 of 11 Packet Page -299- 0 1/14/2014 11 .C. (f) consulting regarding Custom Applications created to function with the Covered Software unless the Custom Application is identified as Covered Software in Attachment A. 3. CHARGES 3.1 For services hereunder, User shall pay Azteca Systems an annual fee. The annual fee for the initial Update &Support Period is set forth in Attachment A, and shall be paid prior to the start of the initial Update &Support Period. Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. The annual fee for successive Update & Support Periods (twelve-month periods commencing upon the anniversary of the initial Update&Support Period)shall become due upon the end of the preceding paid-up Update&Support Period. 3.2 Upon ninety (90) days written notice, the fee for Update and Support Periods listed in Attachment A subsequent to the third Update and Support Period may be adjusted by Azteca to reflect increases in costs of providing the services described herein and/or to reflect increases in the population, users, size, usage, and other factors of User; provided, however, that (a) if the above factors remain constant the increase in the pricing shall not exceed the lesser of the Consumer Price Index (CPI) for the immediate twelve (12) month period preceding the anniversary date of the Agreement or three (3) percent. In the event that CPI exceeds six percent (6%), the contract amount for that renewal period shall be adjusted accordingly by mutual written agreement by the parties and (b) if any such proposed cost increase is in User's opinion excessive, User shall be entitled to terminate this Agreement prior to the start of the applicable Update & Support Period and shall not be liable for any further payment under this Agreement. Azteca will notify User of the new pricing no later than ninety(90)days prior to the annual renewal date of the year preceding the year for which such adjusted pricing applies. 3.3 In addition to charges due under this Agreement, User shall pay amounts equal to any sales tax, duties, or other consumption taxes, however designated, which are levied or based upon such charges, or upon this Update & Support Agreement. Subject to amendment by the parties, Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption#85-8015966531C-2. 3.4 In the event User and Azteca Systems agree it becomes necessary for Azteca Systems to be on-site to provide support for the Covered Software, the User will reimburse Azteca Systems for reasonable and customary travel expenses directly related to the on-site work. As the result of mutual negotiation by the parties, Update&Support Agreement,Page 4 of 11 Packet Page-300- G�' 1/14/2014 11 .C. Azteca Systems shall provide a lump sum estimate and get the prior approval of User before incurring any costs for which it shall seek reimbursement from User under this Section. Any reimbursement shall be subject to Azteca providing verifiable documentation of such expenses to User. User reserves the right to require an audit of any such cost related records of Azteca to the extent reimbursement has been made by User under the terms of this Section. 4. LIMITED WARRANTY 4.1 Azteca Systems will provide support services for the Cityworks Software, Enhancements to Cityworks Software and Custom Applications created by Azteca Systems identified as Covered Software in Attachment A. The support services are provided as part of the Azteca Systems Update and Support services and will be in- force for the duration of this Agreement. Update & Support Periods beyond the initial Update & Support Period are renewable unless terminated as provided in Section 6 below. The User may, at its discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. The User shall give the Contractor written notice of the County's intention to extend the Agreement term not less than thirty (30) days prior to the end of the Agreement term then in effect. The Update and Support Services consists of software and documentation updates including version upgrades and access to technical support via telephone, email, web-based (MyCityworks.com) and after hours support via pager as set forth in Section 2 above. The User will provide Azteca Systems in writing the names of the User individuals who are authorized to contact Azteca Systems and request support services. 4.2 Azteca Systems warrants that trained personnel employed or contracted by Azteca Systems will perform the services performed hereunder in conformance with best industry standards. 4.3 With respect to the services provided hereunder and to the extent permitted by applicable law,this warranty is in lieu of all other warranties,whether written or oral, express or implied, including without limiting the generality of the foregoing, any warranty of non-infringement,merchantability or fitness for a particular purpose. 5. UMITATION OF LIABILITY 5.1 The liability for Azteca Systems for damages arising under this Agreement shall be limited to the fees actually paid by User to Azteca Systems for the current Update and Support Period pursuant to Section 3 hereof. In no event shall Azteca Systems be liable for any incidental, indirect, special, or consequential damages whatsoever (including but not limited to lost profits) arising out of or related to the support and services Update&Support Agreement,Page 5 of 11 Packet Page-301- GA 1/14/2014 11 .C. provided hereunder by Azteca Systems, even though Azteca Systems may have been advised, known or should have known of the possibility of such damages, unless such damage is caused directly by Azteca System's actual negligence. 6. TERM AND TERMINATION 6.1 The effective date of this Agreement, as set forth in section 1.3, shall begin upon issuance of a Notice to Proceed by the User, and shall be for an initial ten (10) year period. The User may, at its discretion and with the consent of the Azteca Systems, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1)additional ten (10)year period. Upon expiration of the last renewal period, the Agreement may be amended by the Parties to provide for additional renewal periods. The User shall give the Azteca Systems written notice of the User's intention to renew the Agreement term not less than ten (10)days prior to the end of the Agreement term then in effect. 6.2 This Agreement shall be terminated upon termination of the Cityworks Software License Agreement and, after the initial Update&Support Period, may be terminated by either party upon thirty(30)days written notice during the then current Update & Support Period. If termination occurs during a successive Update & Support Period for which the User has paid the renewal fee in full, Azteca Systems shall return a prorated portion of the renewal fee for that period to the User. 7. PROCEDURES FOR ACCESSING SUPPORT 7.1 All problem categories from routine, non-critical and critical that occur during normal business hours shall procedurally occur as follows: 1) User's system administration staff as first line of support, 2) Azteca Systems staff as the second line of support. Azteca Systems will make all reasonable efforts to acknowledge all requests for support during normal business hours within four(4) hours. 7.2 Prior to calling Azteca Systems for support services, the User will first attempt to isolate any problems that occur with the System.The User will try to reduce the problem down to a specific software or system component. If it is determined that the problem is The Cityworks Software component the User will first try and resolve the problem without Azteca Systems' involvement. If the User cannot resolve the problem or isolate the problem, the User will call Azteca Systems directly. 7.3 For critical problems that occur outside of Azteca Systems' normal business hours (8 AM to 5 PM, Mountain Time) and cannot be isolated and resolved by the User, Azteca Systems will provide an after-hours phone number or pager number that will forward the call or page to the currently assigned Azteca Systems support staff. Azteca Systems will make all reasonable efforts to acknowledge and respond Update&Support Agreement,Page 6 of 11 Packet Page-302- CP 1/14/2014 11 .C. to the request for support for critical problems that occur outside of normal .0**, business hours within four (4) hours of receipt of the call from a designated and authorized User representative. Critical problems are defined as problems that cause several users to be unable to perform their duties. Depending upon the type of problem, Azteca Systems support staff may need to be sent from Azteca Systems offices to the User location. Azteca Systems project management will confer with the User's representative or project management before making this decision. The speed at which remote Azteca Systems staff can respond may be limited by the driving time or the airline flights that are available. For routine and non-critical problems the User will submit support requests during normal business hours. 7.4 For all problems involving The Cityworks Software component that are resolved without Azteca Systems' involvement, the User will make reasonable efforts to document the problem and the resolution and send a report to Azteca Systems so that it can be tracked, monitored,and historically recorded. 8. MISCELLANEOUS 8.1 Azteca Systems shall not be in default under this Agreement for its failure to perform or its delay in performing any obligation under this Agreement (other than the reimbursement of fees as set forth in paragraph 5.1) during any period of time during which such delay is due to fire,flood,earthquake,strike, labor trouble or other industrial disturbance, war (declared or undeclared), embargo, blockage, legal prohibition or governmental action, riot, insurrection, damage, destruction or any other cause beyond the control of Azteca Systems or any of its contractors preventing or delaying the performance of such obligation, provided that such obligation shall be performed immediately upon the termination of such cause preventing or delaying such performance; and provided further that the sole effect of any delay by Azteca Systems shall be a related delay in payment by the User pursuant to the relevant schedule. 8.2 The illegality, invalidity or unenforceability of any provision of the Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. The provisions of this Agreement shall be enforceable to the extent permissible under the laws of the State of Florida. 8.3 This Agreement constitutes the entire agreement between the parties with respect to the subject matter; all prior statements, negotiations, and undertakings are superseded hereby, and may not be amended, modified or supplemented except in a writing executed by both parties,expressly purporting to amend this Agreement. Update&Support Agreement,Page 7 of 11 Packet Page -303- GP 1/14/2014 11 .C. 8.4 This Agreement may not be assigned by either party without the prior written consent of the other party, which consent will not be unreasonably withheld. User may not sublicense or encumber the Licensed Software without prior written consent of Azteca Systems. 8.5 Section headings herein are for the sake of convenience only and are not intended to affect in any way the meaning of this Agreement or the related paragraphs. 8.6 This Agreement becomes effective only upon execution by both parties. One fully executed copy of this Agreement shall be delivered by User to Azteca Systems at its office in Sandy, Utah 84070. 8.7 Until further written notice, all payments and notices relevant to this Agreement shall be sent to the following addresses: Azteca Systems: Azteca Systems, Inc. 11075 South State St. Suite 24 Sandy, UT 84070 User: The address set forth in Attachment A. 8.8 Concurrent with the term of this Agreement, Azteca Systems, Inc shall maintain an Escrow Agreement in accordance with the Cityworks Software License Agreement Section 5.4, Contract No. C156213, between User and Azteca Systems unless otherwise terminated under the provisions of Section 6 of this Agreement,providing: 1. User is current on any undisputed payments under this Agreement and; 2. User is in compliance with Section 5.2"Permitted Uses",Section 5.3 "Uses Not Permitted" and Section 11"Export Regulations"of the Cityworks Software License Agreement. 9. IDENTIFICATION AND AMOUNTS Pricing and User Contact information per Attachment A, attached herein and incorporated by reference. 10. DATA CONFIDENTIALITY STATEMENT: For any client data and / or confidential information (data) provided to Azteca Systems, we will take reasonable measures to assure that the data is not inappropriately accessed or distributed to any third-party. Data provided to Azteca Systems by the client will be Update&Support Agreement,Page 8 of 11 Packet Page-304- CA 1/14/2014 11 .C. loaded onto Azteca Systems servers or employee computers for the purpose of testing Cityworks software, database structure, or database values, and related Esri software to resolve database or software performance issues, software enhancements and software defects ("bugs"). At no time will the data be distributed to individuals or organizations who are not Azteca Systems employees without first receiving written approval from the client. If requested by the client, and once the testing has been completed, Azteca Systems will delete all data provided by the client. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. Counterparts may be executed either in original,faxed or other agreed electronic form. The parties adopt any signatures received by a receiving fax machine or other agreed electronic form as valid and binding original signatures of the parties even if an original paper document bearing a party's original signature is not delivered.Any party providing its signature in such manner will upon request promptly forward to the other party an original of the signed copy of this Agreement *******************Remainder of page intentionally left blank********************************* III I'I Update&Support Agreement,Page 9 of 11 Packet Page -305- G� 1/14/2014 11.C. IN WITNESS WHEREOF, the parties have each, respectively, by an authorized person or agent, have executed this Agreement on the date(s) indicated below. Accepted and Agreed: ATTEST: LICENSEE: Dwight E. Brock, Clerk BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, By: By: Georgia A. Hiller, Esq. Chairwoman Date: Date: Approved as to Form and Legali Assistant County Attorney Name Azteca Systems, Inc. First Witness: By: By: Print Name Print Name and Title Second Witness: Date: By: Print Name Update&Support Agreement,Page 10 of 11 Packet Page-306- 1/14/2014 11 .C. ATTACHMENT A to Contract No. C156213 Update and Support Agreement User Contact Information Collier County, FL Attn: Aaron Cromer 3339 East Tamiami Trail, Suite 303 Naples, FL 34112 USA Phone: 239-252-5338 Email: AaronCromer©colliergov.net Cityworks Software®One Time License Fees Description Price Cityworks®Software—An unlimited use site license of Cityworks $311,925 Server AMS, Mobile Applications, Desktop, Anywhere, Storeroom, Equipment Manager, CCTV Interface, Paver Interface, Basic Work Order API, Service Request API, and Cityworks Analytics. Ten (10) named logins of Cityworks Server PLL. Includes the cost of maintenance and support for the first year of the contract. Cityworks®Software Annual Maintenance and Support Fees Description Price* Cityworks®Software Maintenance and Support-year 1 included Cityworks®Software Maintenance and Support-year 2 $67,450 Cityworks®Software Maintenance and Support-year 3 $67,450 Cityworks®Software Maintenance and Support-year 4 $67,450 Cityworks®Software Maintenance and Support-year 5 $67,450 Cityworks®Software Maintenance and Support-year 6 $67,450 Cityworks®Software Maintenance and Support-years 7+ $77,450 *If Licensee acquires additional software in the course of a maintenance year, the one-time cost and annual maintenance cost(prorated) is due at the time of purchase, and the parties will agree to increase the fee for subsequent maintenance years by the annual cost of the additional software. Update&Support Agreement,Page 11 of 11 Packet Page -307- G� 1/14/2014 11 .C. ...riva :I modeling RIVA MODELING SYSTEMS INC. SOFTWARE LICENSE AGREEMENT This Agreement is by and between Riva Modeling Systems Inc. ("Riva" ) and Collier County, a political subdivision of the State of Florida, (the "County" or "Client"): RIVA Modeling Systems Inc. ("RIVA" ) authorizes the County, the undersigned, to install and use RIVA Decision Support (DS) (the "Software") on one server for use by County personnel. This server is designated as the County's Production Server. The County is also authorized to install the Software on additional servers solely for the purpose of testing existing and new releases of the Software prior to releasing them for use. The County may also copy the Software for backup and archival purposes. In the event that an additional Production Server is required to accommodate the assets of the Public Utilities Divison, Riva will allow an additional license at no extra cost to the County. The initial Software license may be used solely for assets belong to the Public Utilities Division of Collier County Government. As other divisions/departments integrate this software, incremental costs will be incurred in accordance with the Riva DS Collier County Pricing for Additional Departments List attached as Exhibit 1. This Software License Agreement (SLA) authorizes an unlimited number of people the County designates to access or otherwise use the services or functionality of the Software provided from the County's designated Production Server. The license rights granted to the County herein take effect on the date that this SLA is executed by both parties and are perpetual and irrevocable (except for the County's breach of the license terms) and apply to all updates, upgrades, fixes, patches and other software provided to the County by RIVA as part of any support and maintenance services or otherwise. In consideration of the license rights granted herein, the County agrees to pay RIVA the one-time software license fee of one hundred twenty-five thousand US dollars ($125,000). The County has the right to terminate this agreement and receive a full refund if the Software does not substantially conform to its published specifications and meet the Riva-related requirements outlined in B-5 of Exhibit 1 — Functional Requirements included in the Woolpert Inc. response to the Collier County FL Solicitation No. 13-6064 for Asset Management Software and Consulting.The license fee Riva Modeling Systems Inc. 1 Packet Page-308- 1/14/2014 11 .C. .rtva :o modeling is due and payable upon the earlier of: the date of execution of this Agreement and shipment of the Software disks by Riva; or the date that the RIVA components are installed on the County's Servers. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. The County may not re-sell, give away, or transfer the Software to any other organization or individual, provided that the County may transfer the Software and this SLA: (a) to an affiliate as part of an internal reorganization or (b) as part of an amalgamation. Nothing herein shall grant the County any ownership or intellectual property rights in the Software. RIVA agrees that the County may, upon notice to RIVA, permit one or more of the County's third party service providers ("Third-Party Providers") to: (a) use, host, install, operate, customize and/or maintain the Software and its documentation for the sole purpose of providing services to the County; and/or (b) manage and administer this Agreement on the County's behalf, including the day to day communication with RIVA and the receipt, but not the payment (which shall remain the County's responsibility), of any invoices to be delivered hereunder. Notwithstanding anything herein to the contrary,the County shall be permitted to provide a copy of this SLA to such Third-Party Providers to ensure their compliance with the terms hereof. Please return a signed copy of this license agreement to RIVA at: RIVA Modeling Systems Inc. 220-410 Adelaide Street West Toronto, Ontario M5V 158 Limited Warranty RIVA represents,warrants and covenants that (i) it is and shall be the exclusive owner of the Software and has and shall have the right to grant all of the license rights herein; (ii) the Software and its documentation, and their use by the County hereunder, do not and will not infringe,violate or misappropriate the intellectual property rights of any person; (iii) the Software will perform in accordance with its documentation and its functional and technical specifications; and (iv) no portion of the Software, as delivered to the County, contains or will contain any disabling mechanism or protection feature designed to prevent its use (this includes, without limitation, any computer virus, worm, lock, drop dead device, Trojan-horse routine, trap door, time bomb or any other codes or instructions that may be used to access, modify, delete, damage or disable the software or any other hardware or computer system). Riva Modeling Systems Inc. 2 Packet Page-309- 0 1/14/2014 11 .C. ...fiva :modeling Except for the foregoing, to the maximum extent permitted by applicable law, RIVA provides the Software as is and with all faults, and hereby disclaims all other warranties and conditions, either express, implied, or statutory, including, but not limited to, any(if any) implied warranties or conditions of merchantability, or of fitness for a particular purpose, or accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses and lack of negligence. Following full payment of any fees under this Agreement and the applicable Support and Maintenance Agreement, RIVA covenants to include the County as a Licensee as that term is defined in the third-party Escrow Agreement attached as Schedule 1 which, under specific circumstances would allow the County to receive an up-to-date copy of the source-code for the Riva software products or modules the County has purchased hereunder. RIVA agrees to indemnify and hold harmless the County and the County's affiliates, and their respective directors, officers, employees, service providers, customers, end users, agents and other representatives, from any and all damages, losses or expenses (including without limitation, punitive damages, court costs, arbitration fees, penalties, fines, amounts paid in settlement of claims, reasonable legal fees and expenses of investigation) which any such person may incur, suffer or become liable for as a result of, or in connection with, and shall defend such persons against, any third party claim that the software or its documentation (or any portion thereof), or use within the scope of this SLA, infringes any intellectual property rights of any third party. To the maximum extent permitted by applicable law, except for RIVA's indemnification obligation above, in no event shall the County or RIVA or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits) arising out of or in any way related to the use of or inability to use the RIVA software product, or other wise under or in connection with any provision of this SLA, even in the event of fault, tort (including negligence), strict liability, breach of contract, or breach of warranty of RIVA or any supplier, and even if the County or RIVA or any supplier has been advised of the possibility of such damages. Except for RIVA's indemnification obligation, notwithstanding any damages that the County might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages),the entire liability of RIVA and any of its suppliers under any provision of the SLA for all of the foregoing shall be limited to the amount actually paid by the County for the RIVA software product. The foregoing limitations, exclusions, and disclaimers shall apply to the maximum extent permitted by applicable law. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida,which courts have sole and exclusive jurisdiction on all such matters. Riva Modeling Systems Inc. 3 Packet Page-310- CA 1/14/2014 11.C. —riv I :modeling the County and RIVA relating to the licensing This SLA is the entire agreement between a ty g g of the RIVA software product and supersedes all prior oral or written communications, proposals, and representations with respect to the RIVA software product or any other subject matter covered by this SLA. Any consent by a party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to or waiver of or excuse for any other different or subsequent breach unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. IN WITNESS WHEREOF, the parties have each, respectively, by an authorized person or agent, have executed this Agreement on the date(s) indicated below. ATTEST: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA Dwight E. Brock, Clerk BY: By: , Deputy Clerk Georgia A. Hiller, Esq., Chairwoman Date: First Witness: Riva Modeling Systems, Inc. By: By: Signature Date: Print Name Second Witness: Print Name and Title By: Print Name Approved as to form and legality: r Assistant County Attorney Riva Modeling Systems Inc. 4 Packet Page -311- CA 1/14/2014 11 .C. ..riva :=modeling Exhibit 1—Riva DS Collier County Pricing for Additional Departments. Department/Division License Fee Annual Support and Maintenance Fee Roads $75,000 $16,500 Parks $75,000 $16,500 Facilities $75,000 $16,500 Roads, Parks & Facilities $200,000 $44,000 purchased in a single license The above prices are valid until December 31, 2015 Riva Modeling Systems Inc. 5 CA Packet Page -312- 1/14/2014 11 .C. ...riva :a modeling Schedule 1—Lincoln Parry Software Escrow Agreement(#2805)follows this page. Riva Modeling Systems Inc. 6 CA Packet Page -313- 1/14/2014 11 .C. AGREEMENT NO. k 2 8 0 5 SOFTWARE ESCROW AGREEMENT Multi User Plan BETWEEN: Lincoln-Parry Associates Inc. RNA Modeling Systems Inc. 114-105 Schneider Road and RB-2,530 Richmond Street West Ottawa,Ontario Toronto,Ontario K2K 1Y3 M5V 1Y4 (called the Escrow Agent) (called the Licensor) WHEREAS the Licensor carries on the business of licensing computer software and is desirous of making available severally to certain of its customers,each herein called the Licensee the benefits contemplated by this agreement,and; WHEREAS the Licensor has granted or shall grant to the Licensee the right to use certain computer programs in object form and has agreed or shall agree to support the programs but wishes to maintain their confidentiality as trade secrets,and; WHEREAS the Licensee is desirous of being assured that the source code, documentation and related materials for such programs will be made available to it for the purposes of self support if certain events named herein occur; THEREFORE the parties agree as follows: 1. ESCROW MATERIALS standing under this agreement as though signed by each of the Licensees. The computer programs to which this agreement applies are those named in the List of Escrow Programs. A program 3. DELIVERY AND CERTIFICATION shall consist of the source code magnetically or optically stored, and such supporting The following procedure shall be documentation and related materials that adopted for the presentation and certification are necessary for a reasonably competent of the Software into escrow. programmer to routinely maintain and modify such programs. The programs shall (a) Within ten (10) days after the be collectively referred to herein as the signing of this agreement by both parties, Software. the Escrow Agent shall supply to the Licensor a standard sized container, which is capable of being sealed, and in which the 2. BENEFICIARIES Software shall be stored. (b) The Licensor shall thereupon All Licensees of the Software shall deposit the Software into the said container, separately become a beneficiary hereunder identifying it by name and release number, upon the filing by the Licensor with the and shall certify as to the authenticity of the Escrow Agent of a notification in the form contents in the sealed container on the form described in Schedule C and shall have full supplied by the Escrow Agent. TM cappglr 1W4.200S unoorMwrty Assadoss, Packet Page -314- CA 1/14/2014 11 .C. (c) The Ucensor shall seal the maintenance agreement, if any exists, container and shall deliver it to the Escrow with the Licensee, provided that the Agent to hold in accordance with the terms Licensee has given prior written notice of this agreement. to the Licensor of its intent to invoke (d) The Licensor will deposit new its rights under this agreement to call releases into escrow, and upon the filing by for a release of the Escrow Materials. the Licensor with the Escrow Agent of a Direction to Return or Destroy in the form described in Schedule E the Escrow Agent 5. RETURN TO THE LICENSOR shall return earlier deposits to the Licensor or destroy the earlier deposits as directed. The Escrow Agent shall deliver the (e)The Escrow Agent shall hold the Software back to the Licensor if any of the container in Its sealed state and shall not events named in Section 4(a) or 4(b)occurs open, cause or permit It to be opened under before any of the events named in Section any circumstances whatsoever except as 4(c), provided that a Termination Notice in may be permitted under this agreement or the form set out in Sch illi12.11 and signed amendments thereto. by the Licensor and Licensee has been delivered to the Escrow Agent along with the balance of any fees and charges that are 4. EVENTS CAUSING RELEASE due and further provided that no other Licensee is a beneficiary under this The Software shall be held in agreement at the time. Where any materials escrow by the Escrow Agent until the lodged in escrow are to be returned by the earliest of the following events: Escrow Agent to the Licensor pursuant to the terms of this agreement, the Ucensor (a) The occurrence of the following shall select the method of delivery and the events: carrier,and shall bear the shipping cost. 1. A cessation of the use of the Software by the Ucensee and the termination or expiry of its program license 6. RELEASE TO LICENSEE agreement with the Licensor, 2. The termination or expiry caused or The Escrow Agent shall deliver the permitted by the Licensee of the Software to the Licensee if any of the events Software maintenance and support named in Section 4(c) occurs before any of services portion of the said program the events named in Sections 4(a) or 4(b), license agreement. provided that the procedure set out below (b) The termination of this has been followed and the conditions met. agreement by consent of. 1. The Licensor and Licensee; (a) The Licensee has delivered to 2. The Licensee alone. the Escrow Agent a written request for the (c) The occurrence of any of the release of the Software, accompanied by a following events and provided in a events sworn affidavit from a senior officer of the that the Licensor has not made suitable Licensee stating the particulars of the alternate arrangements for the continued reasons for its request with reference to the maintenance of the Software: events named in Section 4 of this 1. A petition in bankruptcy or an agreement. assignment for the benefit of creditors (b) A copy of the request and of the Licensor is filed by the Licensor, affidavit has been delivered by the Escrow or a third party against the Licensor Agent to the Licensor in a timely manner, as and is not dismissed within thirty (30) described below. days of its filing; The Escrow Agent is entitled to 2. A cessation of normal business conclusively presume that delivery of any operations by the Licensor during the document under this section has been made term of this agreement and received four (4) business days after 3. A serious continuing breach by the Licensor of its support and TA coppight 9W7420os Urm.P.ry� r Packet Page-315- G4' 1 1/14/2014 11 .C. having been sent by the Escrow Agent to decision of the arbitrator immediately after the address as provided under Section 13. the expiry of any appeal period. (c) No dispute in writing has been (d)The Licensor and Licensee shall received from the Licensor by the Escrow each pay one half of the fees and charges of Agent within fifteen (15) days of the the arbitration. Licensor's receipt of the Licensee's request and affidavit (d) The Licensee has signed a non 8. VERIFICATION PROCEDURE disclosure covenant in the form set out In Schedule B and delivered It to the Escrow In order to verify the authenticity of Agent. - the contents of any container deposited by (e) All outstanding charges under the Licensor and being held in escrow the this agreement have been paid to the Licensee may at any time call for its Escrow Agent, and the Licensee has paid inspection in the manner and subject to the copying charges. The Licensee shall select conditions below the method of delivery and the carrier, and (a) The Licensee shall notify the shall bear the shipping cost. Licensor and the Escrow Agent In writing of (f) In order to affect a release of its demand to inspect the contents of a Software to the Licensee pursuant to the container, and such notification shall be terms of this agreement the Escrow Agent is made at least thirty(30) days in advance of assigned the right to make and deliver such the date appointed for such inspection. copies of the Software as needed for that (b)The Escrow Agent shall appoint purpose. the location for such inspection. (c) The Escrow Agent shall attend the appointment time and place and shall 7. DISPUTES AND ARBITRATION thereat produce the sealed container in question. If the Licensor enters a dispute as (d) The contents of the container contemplated by Section 6(c) then the shall be removed and inspected by the procedure set out below shall be followed Licensee in the presence of the Licensor before the Software is delivered to the and a determination made as to whether Licensee. they are as purported by the Licensor on its (a)The Licensor and Licensee shall certificate. within ten (10) days after the entering of a (e)If the contents are determined to dispute name an arbitrator to decide be as purported, they will be resealed and whether the Licensee is entitled to receive returned to the Escrow Agent to continue to the Software. If they are unable to agree hold in escrow. The Licensee shall pay all upon the selection of an arbitrator then the costs associated with the inspection, Escrow Agent shall make the said selection. including machine time, operating personnel (b) The arbitration shall otherwise travel, food, lodging and a reasonable per be conducted in accordance with the Rules diem fee for the attendance of all the parties for the International Chamber of Commerce attending at the inspection. Court of Arbitration, and the Escrow Agent If the contents of the container are shall immediately upon the expiry of any determined not to be as purported, then the appeal period carry out the decision of the Licensor shall pay all of the costs named arbitration. above and shall also forthwith deliver to the (c) In addition to such other powers Escrow Agent a copy of the authentic as may be conferred on the arbitrator under software as purported on the Licensors enabling legislation the arbitrator shall be certification, and the Licensee may first empowered to decide whether an event verify that the same are authentic. described in Section 4 has occurred, whether all other conditions for release have been met, and to order or enjoin release. The arbitrator's decision shall be binding. The Escrow Agent shall act upon the 11 nA cnvrvr 1974200,UriooYi.Pwy� Pi) Packet Page-316- G 1 1/14/2014 11 .C. 9. DUTIES OF ESCROW AGENT year or part year payable on the anniversary date of this agreement (a)The Escrow Agent shall store the (d)Respecting each notice in writing sealed containers in a safe and secure sent by the Escrow Agent a fee of $40.00 location of its own choosing. payable on receipt of invoice. (b) The Licensor may direct the (e)Respecting the return or Escrow Agent to store the sealed containers destruction of each container held in escrow in a location selected by the Licensor, in a fee of $65.00 per container payable on which event the Escrow Agent shall comply receipt of invoice. with such direction provided that access to (U Respecting all expenses incurred the location is under the Escrow Agent's by the Escrow Agent for media, copying, control and that any additional cost incurred shipping or delivery, special storage by the Escrow Agent in using the site are requested by the Licensor a charge for such paid by the Licensor. amounts disbursed due and payable on (c)The Licensor represents that the receipt of account Software does not require any storage (g) Respecting any attendance conditions other than office environment made by the Escrow Agent in carrying out its conditions. The Escrow Agent shall exercise obligation under this agreement or related reasonable judgment In the handling of the thereto, travel, lodging and legal Software in event of a dispute and shall not representation expenses incurred if any plus be liable to either party except for grossly or the then current per diem attendance fee deliberately negligent conduct payable on receipt of invoice. (d) Following the request for (h)The term of this agreement shall release of Software pursuant to Section 6, if continue so long as any beneficiary has any fees or charges are or become rights under it, however the Licensor may outstanding then the Escrow Agent shall not transfer this agreement to another escrow be required to perform any of Its obligations agent at any time provided that all under this agreement until its account has outstanding fee and charges have been been paid. The Escrow Agent may accept paid. payment of its account from either the (I)The Escrow Agent may resign at Licensor or Licensee. the end of any year provided that it has delivered at least thirty (30) days prior written notice to the Licensor to find a 10. FEES, CHARGES AND TERM replacement (j)The fees above shall be in force The Licensor shall pay to the for a period of one year. Thereafter the Escrow Agent the following fees and Escrow Agent may alter the fees provided charges: that any increase is part of a general fee increase. (a) An annual fee of $800.00 (k) GST, HST and all applicable payable upon execution by the Licensor of Provincial taxes. this agreement and on each anniversary date thereafter unless earlier terminated by 11. DEFAULT IN PAYMENT either party. (b) This agreement shall continue thereafter on a yearly basis unless If the Licensor fails to pay any fee or terminated by either party by giving the other charge on its due date, then the Escrow at least thirty(30)days written notice prior to Agent may, after giving the Licensor and any anniversary date, and provided that all Licensee hereunder thirty (30) days prior named beneficiaries have either ceased to written notice to make such payment, hold a user license for the Software or have terminate this agreement and either destroy consented to the termination of this or return the escrow materials in its agreement possession at the Escrow Agent's option. (c) Respecting each issued The remedies above do not exclude any standard size container a fee of$90.00 per other remedies that are otherwise available to the Escrow Agent. This notice shall be Ifi-S1-1--'''''.; ,,,,, , cagy bht 19741008 t YroaMn-Pr:ry AwodrS'.Inc. uooen�ss Q,O Packet Page-317- G • 1/14/2014 11 .C. sent to the Contact and Address provided on license agreement or to expand the scope of the most recently dated Schedule C forms use. received by the Escrow Agent, and shall be conclusively deemed as having been received upon being sent. 15.ANNUAL NOTIFICATION TO LICENSEE 12. INSPECTION The Escrow Agent shall deliver an For the purpose of ensuring that any activity report in writing to each of the Li sealed container delivered d to and held by c;ensee(s) no less often than once each the Escrow Agent under this agreement year, describing the escrow deposits if any that were made during the preceding year remains in a sealed state, either the and levy a notification fee as set out in Licensor or the Ucensee may at any time Section 10(d) to be paid by the Licensor for demand to inspect such container at the each report delivered by the Escrow Agent. offices of the Escrow Agent, and the Escrow Agent shall produce such container on a timely basis for inspection. 16.GOVERNING LAW 13. NOTICES This agreement shall be governed by the laws of the Province of Ontario Any notice required to be given in without reference to its conflict of laws writing under this agreement shall be provision. conclusively deemed to have been given and received when made at the sender's option by fax, email, first class post, courier 17. LOSS, DAMAGE OR or prepaid certified or registered post, return DESTRUCTION receipt requested, to the respective, fax numbers, email addresses or street If the escrow materials are lost, addresses appearing on Schedule D or to damaged or destroyed without fault by the such other fax numbers, email address or Escrow Agent or for reasons beyond the street addresses as the parties may from control of the Escrow Agent, such as acts of time to time direct. God,war, insurrection or terrorism, then the Licensor at its own expense shall make a 14. TITLE AND COPYRIGHT fresh deposit to replace the escrow materials so lost,damaged or destroyed. (a)Title to the Software shah remain in the Licensor either in Its own right or as agent for the owner. The Escrow Agent 18. ENUREMENT shall have title to the physical storage medium but not to the Software residing on This agreement shall be binding it upon and enure to the benefit of parties and (b) Upon a release of Software the beneficiaries named by the Licensor and pursuant to this agreement the Licensee the assignees of each of them. This shall have the right to make copies of the agreement may not be assigned by the Software for the purpose of program Escrow Agent without the prior written execution, back up, support, maintenance consent of the Licensor. and development all restricted to the Licensee's internal use of the Software as permitted in its program license agreement. Release of the Software to the Licensee does not relieve it of its obligation to pay license fees if any under the program nt Capyielit 11174.2006 Ur=In P.ny Aaaeeiaba,Ye. u00epwnR25S Packet Page -318- 1/14/2014 11 .C. 19. GENERAL (a)The Escrow Agent may rely on all documents, notices and communications on their face, and is not required to make further inquiry into their authenticity or the veracity of their contents. (b)Nothing in this agreement shall be construed so as to expand, contract or create new obligations to support and maintain the software. (c)If any matter under this agreement is in dispute then the Escrow Agent shall be entitled to stand still with respect to its obligations to either hold or release the Software until the disputing parties have finally settled the matter by mutual consent, court or arbitration proceedings. END OF TERMS AND CONDITIONS tl:g\—'"---- ,,, , TM C466401 1174-2006 Unccira.q Anoriatin,Inc. Packet Page-319- 0 • 1/14/2014 11.C. IN WITNESS WHEREOF the parties have by their representatives so authorized executed this agreement to go into force on the date below first mentioned. ESC- • AGENT: UC-. s LI otn wry Assoc c. RIV a : S • �. .. 'tea' — Autho • Representative PM,nature Authorized - e Signature Al(bw=— R,;d &&t-vf L.// 77 Name Name ( C { - Tie C Title APR aaNM APR U32008 MASC .7)� , ; Date Date 1 2805 ,M Copyright 10742 trrmM.P iy A..atl.l...Inc Packet Page -320- CAS'` 1/14/2014 11 .C. LIST OF ESCROW PROGRAMS SOFTWARE ESCROW AGREEMENT NO. P'2 8 0 5 1 RIVA Asset Capital asset repository software Repository 2 RIVA Enterprise Capital asset consolidation software Inventory 3 RIVA ONLINE Long-range capital asset valuation&management software 4 RIVA Capital Capital project management software Project Management System 5 6 7 • The Licensor shall deposit updates, to the Software above-listed not less frequently than annually, and such updates shall be considered as included in the Software. Capyd t 1974-2008 Lincoln-Pont Associstaa.kw. Packet Page-321- 41111; I 1/14/2014 11 .C. SCHEDULE A-TERMINATION NOTICE TO: Lincoln-Parry Associates Inc. North America: 1-888-771-2042 Telephone No.: 1-613-842-8912 Fax No.: 1-613439-1362 Email: desknsoitescrow.com Website: www.softescrow.com TAKE NOTICE TliAT tke icensor and the Licensee bein! parties to a Software Escrow Agreement bearing No. l e L g U b and dated APR 03 Al!, do hereby terminate the said agreement as of the date of this notice and direct you to deliver the Software thereunder held by you to the Licensor forthwith. LICENSOR: LICENSEE: RIVA Modeling Systems Inc. Authorized Representative Signature Authorized Representative Signature Print Name i f Print Name Title 1 Title Date 1 Date Telephone No. Telephone No. Fax No. I Fax No. E-Mail Address E-Mail Address nn Upright 197 42000 w+mrw.n AucchiK,V . 1.20011vwAt2SS Packet Page -322- �' 1/14/2014 11 .C. SCHEDUL B—NON-DISCLOSURE COVENANT TO: Escrow Agent TO: LICENSOR Lincoln-Parry Associates Inc. RIVA Modeling Systems Inc. WH REAS the Licensor and the Licensee are parties to a Software Escrow Agreement bearing No. 2 8 5 and dated APR Q 3 2006 pursuant to which the Software therein shall be released to the Licensee by the Escrow Agent,and; WHEREAS a prior condition of such release is set out in Section 6(d)of the said agreement, namely that the Licensee must first execute this form of non disclosure covenant and deliver It to the Escrow Agent; THEREFORE the Licensee covenants as follows for the benefit of the Licensor. 1. To hold the Software in the strictest of confidence, recognizing that it is a valuable trade secret of the Licensor and that its improper disclosure will cause substantial and irreparable injury to the Licensor. 2. To restrict the use of the Software solely and exclusively for the purpose of supporting the Licensee's own installation or the Installations of sub-licensees if the Licensee is an authorized VAR or OEM of the Software, and for no other purpose whatsoever. Licensee acknowledges that title to the Software shall at all times remain with the Licensor. 3. To restrict disclosure of the Software or any part thereof to only those of the Licensee's employees or agents who have a bona fide need to know,and who have received written notice of the confidential nature of the Software and have agreed to abide by these restrictions. 4. Other than for back up, not to make any copy, derivation,translation or imitation of the Software, or to use any of its algorithms,designs or architecture in producing another program. 5. To fully observe and perform all other obligations which may bind the Licensee under any other agreement,which exist between it and the Licensor. LICENSEE: Authorized Representative Signature Print Name Title Dal Telephone No. Fax No. E-Mail Address TM CoPMVIt 1$7+2000 LWl k*Prry Anoeruus,rG L2008PMAM255 Packet Page-323- 1/14/2014 11 .C. SCHEDULE C -NOTIFICATION TO: Lincoln-Parry Associates Inc. CC:Licensee North America: 1-888-771-2042 Telephone No.: 1-613-842-8912 Fax No.: 1-613-839-1362 Email: desk®softescrow.com Website: www.softescrow.com, BE INFORMED THAT Name: (Licensee) Address: Contact: Telephone No. Fax No. E-Mail Address: has become a licensed user of those moarairis included in the Software described or otherwise included in Software Escrow Agreement No. If zsuS and bearing date APR 0 3 2008 between you and RIVA Modeling Systems Inc.(Licensor)which are listed below and as such becomes entitled to the rights of a beneficiary thereunder upon filing of this Notification with the Escrow Agent The Licensee's rights under this Agreement shall relate to the Software in those container(s)held by the Escrow Agent for which the Licensee has a valid license agreement that is not in arrears or otherwise in default, at such time as those rights are exercised. Programs of the software licensed by the Licensee listed below and the most recent deposit of Escrow Materials pertaining to the above named beneficiary was made on Month Day Year 1. 2. 3. 4. LICENSOR: RIVA Modeling Systems Inc. Authorized Representative Signature Name Title Date 114 Cop right 1974-200e Li,murPaIIy A 0 k Packet Page-324- �� 1/14/2014 11 .C. SCHEDULE D CHANGE OF ADDRESS NOTIFICATION Forward to: Lincoln-Parry Associates inc. North America: 1-888-771-2042 Telephone No.: 1-613-842-8912 Fax No.: 1-613-839-1362 Email: desk�4aoftesc row.corn Website: www.softescrow.com SOFTWARE ESCROW AGREEMENT NO. 8 0 5 CHANGE TO LICENSOR:❑ CHANGE TO LICENSEE: ❑ Name Address Address Contact Telephone 4 Fax Email Please update your records accordingly for the above as follows: CHANGE APPLIES TO:' V45 ' 1111 TM Copyright 197410011 Unfrin.Pary Amain,We. 12001PANR25S G?'�l Packet Page-325- 1/14/2014 11 .C. SCHEDULE E—DIRECTION TO RETURN OR DESTROY TO: Lincoln-Parry Associates Inc. North America: 1-888-771-2042 Telephone.No.: 1-613-842-8912 Fax No.: 1-613-839-1362 Email: desktt3softescrow.com Website: www.softescrow.com RE: Software Escrow Agreement No. 6 2 8 0 5 Dated: Container No. The LICENSOR represents that all of the software materials in the above cited container have been replaced with more recent versions now lodged with Lincoln-Parry Associates Inc. and that no Beneficiary/Licensee under the above agreement has any further interest in the software materials in Container No. being returned to the Licensor or destroyed as per the direction below. (select one of the following) ❑ You are hereby directed to return the materials above described. Ship via Federal Express Account# ❑ You are hereby directed to destroy the materials above described. LICENSOR: RETURN: RIVA Modeling Systems Inc. Authorized Representative Signature Print Name Title Date Telephone No. Fax No. E-Mail Address nr Coprrisx 1 W4-2ooe undo n•r.rn Auccil es,rc Packet Page -326- 0 A 1/14/2014 11 .C. _ TO: Lincoln-Parry Associates Inc. C.C. Licensee 114-105 Schneider Road Ottawa,Ontario K2K 1Y3 Central Fax 1-613-839-1362 Email: desk®softescrow.com Support Team: 1-888-7771-2042 BE INFORMED THAT PURSUANT TO SECTION 4(a) Name: Address: Contact: Tel. No Fax No. Email: is no longer a licensed user of those programs included in the Software described or otherwise included in Software Escrow Agreement No. and bearing dated 4PR.O 3 between you and RNA ModeTSysttmm Inc. (Licensor)which are listed below: Programs of the Software NOT licensed by the Licensee: 1. 2. 3. 4. LICENSOR: RNA Modeling Systems Inc. Authorized Representative Signature Print Name Title Date Tail cogriO11974.z0o8 Lrrook•P.iry Assod ,t,c i.zao•Pwucss 13 I Packet Page-327- 1/14/2014 11 .C. mu modeling RIVA MODELING SYSTEMS INC. SOFTWARE SUPPORT AND MAINTENANCE AGREEMENT This Agreement is by and between Riva Modeling Systems Inc. ("Riva" ) and Collier County, a political subdivision of the State of Florida, (the "Client"): Riva Modeling Systems Inc. ("Riva" ) provides support and maintenance for each Riva software module. The Support fee covers technical support provided by telephone and internet/email during normal business hours (8:00 am EST- 5:00 pm EST) for trained users. For purposes of this Agreement, trained users are those users who have attended at least the Basic Users'course for the package or module they have licensed. Users are provided a direct number and email address for their Riva project manager as well as a central number and email address for software support inquiries. This support package covers all new releases/versions of the Riva applications during the support period. This support and maintenance agreement commences, and is payable, upon completion of Riva implementation at the client site. Coverage Purchase of an Annual Support and Maintenance Agreement covers the following services: • Major and minor version updates. Configuration changes will be supplied as XML packages. These are applied using the XML/Object import facility in Riva. The user will select a file to load the changes to Riva. Technical changes will be provided as complete deployments. Additional database specific changes may be deployed as scripts. • Support of Riva Product versions older than 18 months may result in time and material support charges. • Unlimited normal business hours technical support (excluding consulting). Support is provided by phone or e-mail. Use of desktop sharing and/or remote control software may be required, and shall be limited to designated Client staff who have completed Riva configuration training. • Normal Support covers inquiries as to technical use (Riva script assistance), security configuration questions, troubleshooting support for existing Riva Modeling Systems Inc. 1 Packet Page-328- q® 1/14/2014 11 .C. ...riva :o modeling synchronizations, reports and other configuration elements, and any issues which can be traced to failure of the Riva application to perform as delivered, barring issues caused by untrained Riva users. • This coverage EXCLUDES Riva personnel effecting changes or enhancements outside of the final delivered and accepted scope of work. Riva staff undertaking additional reporting requirements, synchronization changes, additional data configuration, strategy adjustments, additional security profiles and any other effort which in the normal course of work would be considered "configuration" is also excluded, except where Riva is offering remote guidance and/or support as outlined above. Work outside of the final delivered and accepted scope of work may require separate and additional billing under a Statement of Work. Acknowledge and Resolve Times Riva shall provide response times in accordance with the following: • Incident Severity Level 3 — Critical Business Impact impairing system availability and affecting core business functions; Riva will respond within 30 minutes and resolve within eight (8) business hours. • Incident Severity Level 2 — High Business Impact impairing peripheral functionality, but not impeding use of software. This severity includes a client's VIP users (users trained in basic or advanced configuration). Riva will respond within 3 hours and resolve within two (2) business days. • incident Severity Level 1— Moderate Business Impact impairing minor use of the software; Riva will respond within 3 hours and resolve within five (5) business days. • Request Severity Level 0 — Low or No Business Impact to the use of the software. All business functions are available, but fulfilling a client's request for service is required to improve functionality, manage new and existing users, perform current application version patches or schedule a repair activity of a known problem. This also includes a request to provide documentation, information, advice or access to a service. As well, changes to attribute names, adding attributes, measures, and altering strategies to be more inclusive or exclusive fall within this measure. If a change request is required to resolve this issue, Riva will schedule with the client. Please see Table 1 below for more information: Riva Modeling Systems Inc. 2 Packet Page-329- CAO 1/14/2014 11 .C. ...rives =modeling Acknowledge and Resolve Times Table 1: Acknowledge Time Resolve Time Severity Target 30 minutes starting 8 hours starting next 3 30 minutes 80% next business day 95% 8 hours business day 3 hours starting next 2 Business 2 days starting next 2 3 hours 95% 80% business day Days business day 1 day starting next 5 business 5 business days 1 3 hours 95% starting next business 80% business day days day 1 day starting next Scheduled Scheduled with end 0 3 hours 95% with end 80% business day user user Please note: Riva's Service Desk is available 8:00am — 5:00pm EST, Monday to Friday except recognized statutory holidays. Service Desk Services The Service Desk provides a single point of contact for End Users to report Incidents and make Service Requests.The Service Desk is responsible for the satisfactory resolution of Incidents and fulfillment of Service Requests. Riva's Service Desk is responsible for the following: • Provide our clients a single telephone number and email address to contact Riva's Service Desk Riva Modeling Systems Inc. 3 Packet Page-330- CA 1/14/2014 11 .C. ..rives =modeling • Receive Incidents and Service Requests • Log Incidents and Service Requests in Riva's support ticket tool, detailing the End User who is affected, the Incident or Service Request they are reporting, and the Severity Level • Resolve support tickets at first contact where possible • Escalate Severity 3 support tickets immediately and Severity 2 and 3 support tickets that are nearing a service level breach or as required • Dispatch support tickets to appropriate Riva resources or other 3rd-Party Providers when not resolved at first contact • Monitor and track support tickets through to resolution • Provide the current status of support tickets to clients upon request. Our client is responsible for the following: • Report Incidents and Service Requests to the Service Desk • Maintain an updated contact listing for use by Service Desk personnel in contacting designated personnel for assistance and notification • Maintain an updated VIP contact list for use by Service Desk personnel for properly assigning severity levels • Assist in ensuring client's support teams and other contracted vendors, report incident status and resolution back to the Service Desk • Provide an adequate level of onsite and/or remote access for all Riva resources for which Riva has incident resolution responsibility. Service Management Services The Service Manager will function as the single point of accountability and interface for the delivery of Riva's services to our clients. He or she is Client's escalation point for any issues as well as for discussion of new or changing requirements. Ultimately, the Service Manager is responsible to the Client for ensuring service levels are met,that services are being delivered to Client's satisfaction, and to continually look for ways to better align these services with the goals of Client's organization. Riva's Service Manager is responsible for delivering the following in-scope services within established service levels: • Be a focal point and contact point for clients with respect to Riva's services • Monitor and review Riva's services, service delivery, and service levels • Review the underpinning contacts of 3rd-party service providers • Identify and remediate service deficiencies and implement service improvement programs • Escalate and manage high priority issues Riva Modeling Systems Inc. 4 Packet Page-331- CA 1/14/2014 11.C. ..riva :m modeling • Provide updates and management reports to clients • Review and discuss reports, high priority issues, and future client requirements • Prepare Statements of Work for projects that fall out of scope of the services described in this document • Negotiate change to services, service delivery, and service levels with clients and Riva's service delivery teams • Be a focal point for customer queries regarding invoicing • Monitor the quality and effectiveness of support services for our client's account • Prepare, conduct, analyze and respond to Client Satisfaction Surveys. Our client is responsible for the following: • Provide a client contact for communication and service management with Riva • Involve Riva's Service Manager in the appropriate strategic, operational and budgetary exercises • Participate in satisfaction surveys. Riva Modeling Systems Inc. 5 Packet Page-332- cq 1/14/2014 11.C. ...rives =modeling Reporting and Communication There will be a review every quarter to be held between Riva and client, to evaluate the performance and service levels. This meeting will also encompass discussions on service level fulfillment, service delivery, and future projects that may affect the service levels in this agreement. Provider will deliver a standard report detailing the following: Quarterly A summary of the customer activity& provider performance Total ticket count Tickets by severity Resolution times by severity Service requests completed Open Incidents There will be an annual meeting between Riva and client to review and discuss the following: All current services Previous year performance Annually Client satisfaction data Management observations Key achievements Key goals for next year rte, Riva Modeling Systems Inc. 6 CA Packet Page -333- 1/14/2014 11 .C. .�rivo =modeling Pricing The pricing for Client's Annual Software Support and Maintenance will be confirmed during the initial license fee determination. Increases in Maintenance Fees per calendar year (if any) shall not be greater than the lesser of; an increase in the Consumer Price Index over the twelve- month period prior to such increase, or a maximum of 5% per annum. Resource Rates Pricing for Riva resources for additional time and material projects is listed below: Project Manager $200 Consultant $200 Senior Implementation Specialist $175 Junior Implementation Specialist $150 Developer $175 Terms and Conditions Initial Payment: The initial support payment will be billed upon successful implementation of the software in Client's environment, after installation, configuration and training have been completed. This will determine the renewal anniversary date. Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Renewal: The contract shall be for an initial one (1) year period, commencing on the day immediately following completion of the system implementation and terminating one (1) year from that date. The Client may, at its discretion and with the consent of Riva, renew the Agreement under all of the terms and conditions contained in this Agreement for ten (10) additional one (1)year periods.The Client shall give Riva written notice of the Client's intention to renew the Agreement term not less than sixty (60) days prior to the end of the Agreement term then in effect. If notice is not received then the Agreement will be deemed to have been renewed for an additional year. Upon expiration of the renewal periods, the Agreement may be amended by the Parties to provide for additional renewal periods. Alternatively, the County Manager, or his designee, may also, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. The County Manager, or his designee, shall give the Riva written notice of the Client's Riva Modeling Systems Inc. 7 Packet Page-334- 0 1/14/2014 11.C. riva modeling intention to extend the Agreement term not less than ten (10) days prior to the end of the last Agreement period. Upon acceptance of an annual renewal, an invoice will be generated in an amount equal to twenty-seven thousand five-hundred US dollars ($27,500), which is 22% of the original license fee of one hundred twenty-five thousand US dollars ($125,000), plus 22% of any amounts for any additional extensive customization costs incurred since initial implementation, adjusted by the U.S. Consumer Price Index-South Region for the immediate twelve (12) month period preceding the anniversary date of the Agreement. Cancellation: The Agreement can be cancelled by the Client at any time in writing by e- mail, fax or letter. In case of cancellation, Riva will pro-rate any unused time on this agreement and issue a refund. Notification should be provided to: accounts @rivamodeling.com. Performance Warranty: Riva shall provide all services hereunder in a good, timely and workmanlike manner consistent with leading industry standards. If the Client determines that Riva is in default under this Agreement, the Client shall notify Riva in writing of Riva's default(s). If the Client determines that Riva has not remedied and cured the default(s) within fifteen (15) calendar days following receipt by Riva of said written notice or such longer period of time as may be consented to by the Client in writing and in its sole discretion, then Client, at its option, without releasing or waiving its rights and remedies against Riva and without prejudice to any other right or remedy it may be entitled to hereunder or by law, may terminate Riva's right to proceed under the Agreement, in whole or in part. Confidentiality: Each of us shall use reasonable efforts (and, in any event, efforts that are no less than the efforts we use to protect our own Confidential Information) to protect from disclosure such information that is the Confidential Information of the other. Each of us shall divulge such Confidential Information only to our employees, subcontractors or agents who require access to it for the purposes of this Agreement. "Confidential information" means all data and information relating to either of our business, management or affairs, provided, however,that Confidential Information shall not include any data or information which: (i) is or becomes publicly available through no breach of this Agreement; (ii) is already in the rightful possession of the receiving party prior to disclosure hereunder; (iii) is independently developed; (v) is rightfully obtained from a third-party; or (vii) is disclosed pursuant to court order or other legal compulsion. 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. Riva Modeling Systems Inc. S Packet Page-335- CA 1/14/2014 11 .C. .�rives :z modeling Governing Law: Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. Waivers: Any consent by a party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to or waiver of or excuse for any other different or subsequent breach unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Subject to Appropriation: It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. Definitions: Service Level Agreements (SLAB) are targets which allow our clients to understand timeliness and level of performance to expect from Riva. Acknowledge Time refers to the agreed-upon time to respond to a client's service request. Resolve Time refers to the agreed-upon time to resolve a client's service request. Incident is an event which is not part of the standard operation of a client's service which causes a disruption or reduction in the quality of services and client productivity. Service Request is a request from a client for information, advice, documentation, and/or access to service. Change refers to the addition, modification or removal to the client's approved environment. Request For Change (RFC) is used to record details of a request for a change to a client's baseline environment. Change Management is the process responsible for controlling the lifecycle of all changes. An RFC is the initial step in the change process. RFCs should pass through an internal Riva change management meeting for review and approval. Riva Modeling Systems Inc. 9 Packet Page -336- CA 1/14/2014 11 .C. ...riva modeling Escalation means contacting designated personnel to advise them of high severity incidents. Escalation of incidents is intended to assist in incident resolution and client communication. Single Point of Contact (SPOC) refers to Riva's Service Desk. Clients will have a single contact phone number and email as an entrance point to Riva's support. The Service Manager will function as the single point of accountability and interface for the delivery of Riva's services to our clients. He or she is Client's escalation point for any issues as well as for discussion of new or changing requirements. Ultimately,the Service Manager is responsible to the Client for ensuring service levels are met,that services are being delivered to Client's satisfaction, and to continually look for ways to better align these services with the goals of Client's organization. VIP End User is a client's user trained in basic or advanced configuration. Support Agreement Coverage Specifics Client: Collier County Government 3339 Tamiami Trail East,Suite 303 Naples, FL 34112-5361 Software: RIVA Decision Support (DS) (the"Software") solely for the Public Utilities Division Effective Date: to be confirmed Annual Support Cost: US Dollars$27,500 *****************Remainder of page intentionally left blank****************** Riva Modeling Systems Inc. 10 Packet Page-337- EA) 1/14/2014 11.C. .riva :v:modeling IN WITNESS WHEREOF, the parties have each, respectively, by an authorized person or agent, have executed this Agreement on the date(s) indicated below. ATTEST: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA Dwight E. Brock, Clerk BY: By: , Deputy Clerk Georgia A. Hiller, Esq.,Chairwoman Date: First Witness: Riva Modeling Systems, Inc. By: By: Signature Date: Print Name Second Witness: Print Name and Title By: Print Name Approved as to form and legality: Assistant County Attorney Riva Modeling Systems Inc. 11 Packet Page-338- 1/14/2014 11 .C. e311 TM SOFTWARE LICENSE AGREEMENT This is a Software License Agreement ("Agreement") and not an agreement for sale. This Agreement, made and entered into on this day of 20_ is between Collier County, a political subdivision of the State of Florida, (the "County" or "USER"), as provided in the signatory line below, and Woolpert, Inc., an Ohio corporation whose principal office address is 4454 Idea Center Blvd., Dayton, Ohio 45430 ("WOOLPERT"). For purposes of this Agreement, WOOLPERT shall also mean any of Woolpert, Inc.'s subsidiaries, affiliates, or assignees, including any of their respective directors, officers, employees, agents,third party providers, or licensors.WOOLPERT is willing to license the accompanying SOFTWARE to USER only upon the condition that USER accepts all of the terms contained in this Agreement. This Agreement applies to each license of the SOFTWARE purchased by USER as provided in Exhibit A,which is hereby incorporated by reference. 1. Definitions. "SOFTWARE" means the computer program(s) generally known as e311 TM which is generally described as follows: "e311 is a web- based citizen request portal, developed as art Esri ArcGIS Flex application, and designed to integrate with 3rd party work order management, computerized maintenance management, and permitting systems, under system specifications specified by Woolpert, to input requests for service and review the status of existing requests." "Documentation"means the documentation and specifications relating to the use of the SOFTWARE. "Future Version" means a new version of the SOFTWARE which provides major enhancements or significant new features. "Maintenance Release" means a new release of the SOFTWARE, or updated to the existing SOFTWARE, provided by WOOLPERT to incorporate error corrections or enhance modestly the existing capabilities of the Software. "Confidential Information" means all information contained in or pertaining to the SOFTWARE or Documentation,or the use thereof, which is provided by the WOOLPERT to USER and which is not readily available to the general public. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. "Object Code" means the machine language readable format of the SOFTWARE together with any modifications, enhancements, upgrades, updates, additions and derivatives thereof. "Source Code" means the source code programming statements for the SOFTWARE and instructions written by programmer(s), including comments, remarks, and any other documentation embedded within the source code, that are in human readable form and not yet compiled into machine language, in electronic media or hard copy form and related programmer-level documentation for the computer programs that are sufficient to enable a competent programmer to understand all details pertaining to the algorithms embodied in the operation of the computer programs and other proprietary technology now held or hereafter acquired,together with any modifications,enhancements, additions, upgrades, updates and derivatives thereof. "Intellectual Property" means(i) all inventions and all patents, patent applications,and patent disclosures, (ii)all copyrightable works, all copyrights, and all applications and registrations, (iii) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, technical data, and specifications), (iv) all trademarks, service marks, trade dress, logos, and trade names, and all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, and (v) all copies and tangible embodiments thereof (in whatever form or medium); together with remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions including the right to sue for, collect damages, settle and release claims for past, present, and future infringement, including without limitation, the right to sue to enjoin infringement. 2. License Grant; Authorized Use. Subject to the terms hereof and upon payment of the applicable license fee by USER (the "License Fee"), WOOLPERT grants USER a non-exclusive, non-assignable, and nontransferable license, subject to the term identified in Section 25 herein, to use the Object Code form of the SOFTWARE and the Documentation within the continental United States, Hawaii, and Alaska. USER agrees and understands that the SOFTWARE, at Woolpert's discretion, may only work with a proper License Key. Each license grants USER the ability to permit an unlimited number of web-based portal requests to interact with the SOFTWARE in connection with the activities of the USER's organization, subject to USER's hardware capability to process the requests. USER may not make copies of the SOFTWARE and DOCUMENTATION for use on computers outside of the USER's organization. Notwithstanding, USER may make one copy of the SOFTWARE and DOCUMENTATION on a server or computer located offsite purely for archival, backup or disaster recovery purposes only, provided all proprietary, copyright notices are reproduced on such copy. USER understands that the SOFTWARE and DOCUMENTATION may not be used for classroom or workshop instruction, demonstrations, conferences or other similar purposes without the written consent of WOOLPERT. USER may not grant sublicenses, modify, create derivative works,translate, reverse engineer or assemble, decompile or disassemble, resell,or otherwise transfer for value,the SOFTWARE or DOCUMENTATION. USER shall operate the SOFTWARE in accordance with E311 TM Software License Agreement 1 of 6 Packet Page-339- CP 1/14/2014 11 .C. the minimum system requirements as provided in the SOFTWARE user manual as provided at the time of purchase of the LICENSE and as may be amended by WOOLPERT as part of a Maintenance Release. In the event that WOOLPERT no longer commercially supports the SOFTWARE,WOOLPERT shall provide a copy of the Source Code to USER upon request which the USER shall be entitled to use for purposes of continuation of the use of the SOFTWARE for USER's operations. In no event shall the USER modify the SOFTWARE or the source code to compete with any software available from WOOLPERT. 3. Support, Maintenance, and Customization. WOOLPERT may, at its discretion, provide technical support, maintenance, or customization with respect to the SOFTWARE and DOCUMENTATION or the results there from. If WOOLPERT offers support or maintenance,a separate Maintenance Agreement will be necessary.WOOLPERT may decide to issue Future Versions or Maintenance Releases of the SOFTWARE, but WOOLPERT is under no obligation to provide such Future Versions or Maintenance Releases to USER, unless specifically provided by the Maintenance Agreement.Any Future Version or Maintenance Release shall be subject to the terms and conditions of this Agreement and are subject to additional license or maintenance fees as determined by WOOLPERT. If the SOFTWARE is a Future Version or Maintenance Release to SOFTWARE previously licensed to USER, USER must destroy all copies of the prior version, including any copies that reside on a hard disk or network computer. WOOLPERT reserves the right to require USER to show satisfactory proof that the prior version(and all copies thereof)has been destroyed. 4. Limited Warranty/Limitation of Remedies. If the SOFTWARE is delivered via media (e.g. CD/DVD-ROM, external hard drive or other data storage device)WOOLPERT warrants that the media upon which the SOFTWARE and Documentation are provided will be free from defects in materials and workmanship under normal use and service for a period of sixty(60)days from the date of receipt. If the media is defective, please contact WOOLPERT and WOOLPERT will provide for a replacement exchange. 5. Disclaimer of Warranties/Limit of Liability. USER EXPRESSLY AGREES THAT USE OF THE SOFTWARE AND DOCUMENTATION IS AT USER'S SOLE RISK. THE SOFTWARE AND DOCUMENTATION IS PROVIDED ON AN "AS IS" BASIS AND OTHER THAN THOSE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT OR WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER APPLICABLE LAW, WOOLPERT HEREBY INFORMS USER THAT THE DOCUMENTATION, SOFTWARE, AND ANY FUNCTIONS CONTAINED IN THE SOFTWARE, ARE BEING PROVIDED TO USER WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.WOOLPERT ASSUMES NO LIABILITY FOR DAMAGE TO YOUR HARDWARE OR SOFTWARE AS A RESULT OF YOUR USE OF THE SOFTWARE OR DOCUMENTATION, INCLUDING ANY HARDWARE KEYS. USER ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION. USER UNDERSTANDS THAT THE SOFTWARE AND DOCUMENTATION ARE TOOLS INTENDED TO BE USED ONLY BY TRAINED PROFESSIONALS WITH APPROPRIATE EXPERTISE AND SHALL NOT BE A SUBSTITUTE FOR PROFESSIONAL JUDGEMENT. USER FURTHER UNDERSTANDS THAT THE SOFTWARE HAS NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH IT MAY BE USED. USER ACKNOWLEDGES THAT IT IS USER'S RESPONSIBILITY TO UNDERSTAND ANY LIMITATIONS AND ASSUMPTIONS UNDERLYING THE SOFTWARE AND DOCUMENTATION. WOOLPERT MAKES NO WARRANTIES AND SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE OR DOCUMENTATION. BY USING THE SOFTWARE AND DOCUMENTATION, USER AGREES TO BE RESPONSIBLE FOR THE DETERMINATION OF THE APPROPRIATE USES FOR THE SOFTWARE AND DOCUMENTATION AND ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED FROM THE SOFTWARE AND DOCUMENTATION. USE OF THE SOFTWARE AND DOCUMENTATION WHERE USER BELIEVES OR HAS REASON TO BELIEVE THAT DAMAGE MAY OCCUR SHALL BE A VIOLATION OF THIS AGREEMENT. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INACCURACY, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ALTERATION OF THE SOFTWARE OR DOCUMENTATION, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR (INCLUDING STRICT LIABILITY), NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW.TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL WOOLPERTS TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT,TORT(INCLUDING ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) EXCEED THE AMOUNT OF THE LICENSEE FEE PAID FOR AN INDIVIDUAL SOFTWARE LICENSE. THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY CONTAINED HEREIN DO NOT AFFECT ANY STATUTORY RIGHTS WHICH MAY NOT BE LEGALLY DISCLAIMED. 6. Title and Ownership. WOOLPERT retains all title and interest in and to the SOFTWARE and Documentation, and all copies thereof, including all Intellectual Property rights. Payment for the license does not transfer any right,title, or interest in the SOFTWARE or Documentation or any Intellectual Property rights therein to USER except for the license as provided in this Agreement on the terms contained herein. USER is on notice that the SOFTWARE and Documentation are protected under the copyright laws. Copyright notices and other proprietary rights notices in the Software or Documentation shall not be deleted or modified. COPY I N G OR U S I N G THIS SOFTWARE OR ITS DOCUMENTATION EXCEPT AS PERMITTED BY THIS AGREEMENT IS UNAUTHORIZED AND IS A VIOLATION OF COPYRIGHT INFRINGEMENT LAWS. IF USER COPIES OR USES THE SOFTWARE OR DOCUMENTATION WITHOUT WOOLPERT'S PERMISSION, USER IS IN VIOLATION OF E311 TM Software License Agreement 2 of 6 Packet Page-340- CP 1/14/2014 11 .C. THE LAW AND MAY BE SUBJECT TO CRIMINAL PENALTIES AND BE LIABLE TO WOOLPERT FOR DAMAGES. 7. Trademarks and Reservation of Rights. All rights not specifically granted in this Agreement are reserved to WOOLPERT. WOOLPERT and its respective logos, including but not limited to (e311TM, 10TM, SEDPROTM' and IDEALTm) are trademarks of WOOLPERT, INC. 8. Confidentiality and Nondisclosure. USER acknowledges that the SOFTWARE and Documentation have been and will be acquired and/or developed by WOOLPERT by means of substantial expense and effort,that such SOFTWARE and Documentation are valuable proprietary assets of WOOLPERT, and that disclosure of any Confidential Information would cause substantial and irreparable injury to WOOLPERT. Except in accordance herewith or written permission otherwise obtained from WOOLPERT, USER agrees and warrants that USER and USER's employees, representatives and agents will not, either directly or indirectly, use, disclose, copy, modify, or distribute any Confidential Information, either for their own benefit or for the benefit of anyone else. USER shall take all measures necessary or appropriate to protect confidentiality and to prevent disclosure. USER may only use the Confidential Information in connection with USER's internal use of the SOFTWARE. USER shall be liable for any disclosure of Confidential Information in violation of this Agreement. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat.,and the Florida Sunshine Law,Chapter 286, Fla. Stat. 9. Security Interest: Recovery of Fees. USER grants to WOOLPERT, and WOOLPERT retains a security interest in the SOFTWARE and DOCUMENTATION until the License Fee and other costs have been paid in full. USER shall pay WOOLPERT all expenses incurred by WOOLPERT with respect to the collection of any outstanding undisputed payment amounts including reasonable attorney fees, collection costs, court costs, and similar expenses in any lawsuit or other action WOOLPERT takes to enforce USER'S payment obligations to WOOLPERT. Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70, Fla. Stats., otherwise known as the"Local Government Prompt Payment Act". 10. Termination. If USER defaults in the performance of any of its other obligations under this Agreement, WOOLPERT may give written notice to USER, at USER'S address provided at the time of purchasing the license as identified in Exhibit A, of WOOLPERT'S intention to terminate this Agreement, and this Agreement and the license granted herein will terminate thirty(30)days after giving such notice unless,during the thirty(30)day period,the default has been cured to the reasonable satisfaction of WOOLPERT. If a petition is filed by USER under any provision of any bankruptcy or insolvency law and is not dismissed within sixty (60) days, if the business of USER is placed in the possession of a receiver or any government or government agency, or if USER makes an assignment for the benefit of creditors, WOOLPERT may terminate this Agreement and the license granted herein by giving written notice to USER, effective upon notice. Upon termination of this Agreement, USER will (a) cease using the SOFTWARE and DOCUMENTATION, and any Confidential Information that USER became privy to; (b) return to WOOLPERT at USER's expense, the SOFTWARE and DOCUMENTATION and any Confidential Information that USER became privy to, without making copies thereof and deleting any copies that USER may have been permitted to make under this Agreement; and (c) destroy or purge any electronic copies or media embodying the SOFTWARE and DOCUMENTATION or Confidential Information that USER became privy to. WOOLPERT reserves the right to require USER to show satisfactory proof that the SOFTWARE, DOCUMENTATION, and any Confidential Information that the USER became privy to has been destroyed, purged, or so removed from USER's possession and that no other copies exist. Either party may terminate this Agreement for convenience with a thirty (30) day written notice. In the event that the Agreement is terminated,WOOLPERT's recovery against the USER shall be limited to that portion of the Agreement Amount earned through the date of termination. WOOLPERT shall not be entitled to any other or further recovery against the USER, including, but not limited to, any damages or any anticipated profit on portions of the services not performed or materials not provided. Except as otherwise specifically provided in this Agreement, upon the effective date of termination, all other rights and obligations under this Agreement shall cease except the rights and obligations of either party with respect to any breach of this Agreement,and the rights and obligations under Sections 6,8,9, 11, 12, 13, 14, 15, 18, 19,20, 21,22,23,and 24, all of which shall survive termination. 11. Indemnification. Subject to the limitation set forth in Section 768.28, Fla. Stat., USER agrees to defend, indemnify and hold harmless WOOLPERT from and against any and all claims, actions, demands, damages, costs, liabilities, losses and expenses (including reasonable attorneys'fees)arising out of USER'S use of the SOFTWARE. 12. Severability. If any part of this Agreement is found to be unenforceable by a court of competent jurisdiction, such part will be construed by limiting and enforcing it to the maximum extent compatible with the applicable law. 13. Waiver. No delay in enforcement or extension of time or failure by WOOLPERT to exercise any right hereunder will be deemed to be a waiver of any right by WOOLPERT nor shall any waiver of any earlier breach of this Agreement be construed as a waiver of a later breach by WOOLPERT. 14. Headings.The section headings used herein are for convenience only and shall not be given any legal import. 15. Notices. Notices to USER shall be as provided herein. Notices to WOOLPERT required or permitted under this Agreement shall be in writing and sufficient if sent by any method of delivery showing written receipt of delivery by WOOLPERT and shall be effective upon delivery. Notices shall be given as follows: E311 TM Software License Agreement 3 of 6 Packet Page-341- CP 1/14/2014 11 .C. WOOLPERT, INC. Attention:e311 4454 Idea Center Blvd. Dayton,Ohio 45430 16. Website Access. The SOFTWARE may rely upon or facilitate USER'S access to websites or online services maintained by or provided through WOOLPERT or its affiliates or third parties. USER'S access to and use of any website or online services is governed by the terms, conditions, disclaimers and notices found on such site or otherwise associated with such services.WOOLPERT may at any time,for any reason, modify or discontinue the availability of any website or online service. 17. Update Manager.Section intentionally deleted. 18. Changed Terms.With the written permission of the USER, WOOLPERT may change or modify the terms and conditions to use of the SOFTWARE, or any part thereof, or to impose new conditions. Such changes, modifications, additions or deletions shall be effective immediately upon USER acceptance thereof, which may be given by means including electronic or conventional mail, or by facsimile. Any use of the SOFTWARE by USER after such written acceptance shall be deemed to constitute acceptance of such changes, modifications,additions or deletions. 19. Entirety of Agreement.This Agreement contains the entire understanding between the parties regarding the subject matter hereof and supersedes any prior advertising, discussions, or agreements concerning such subject matter. Except as provided herein, this Agreement may be amended by USER only by a writing signed by both parties specifically detailing the amendment and noting conflicts or contradictions to this Agreement. In the event of a conflict between the provisions of a signed amendment which are not specifically noted as a conflict or contradiction and the provisions set forth in this Agreement,the provisions of this Agreement shall prevail. 20. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, U.S.A., including, but without limitation, provisions of the Uniform Commercial Code, but excluding conflicts of law provisions, and without regard to the United Nations Convention on the International Sale of Goods. USER hereby consents to the personal jurisdiction of the State of Florida, acknowledges that venue is proper in the applicable State or Federal court in Collier County, Florida and agrees that any action related to these terms of use must be brought in the applicable State or Federal court in Collier County, Florida. USER hereby waives any objection or challenges that may exist, now or in the future,with respect to any of the foregoing. 21. Restricted Rights for U.S. Government Customers. The Software and Documentation is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government or any agency, department, or instrumentality thereof is subject to the provisions set forth in the Commercial Computer Software-- Restricted Rights clause at FAR 52.227-19 or the Commercial Computer Software--Licensing clause at NASA FAR Supplement 1852.227-86. The Software and Documentation are "Commercial Item(s)," as that term is defined at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software"and "Commercial Computer Software Documentation,"as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users(a)only as Commercial Items and (b)with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. 22. Assignment/Third Parties. USER is not permitted to assign or transfer its interest in this Agreement without the written consent of Woolpert. Nothing in this Agreement shall be construed as creating any rights, benefits, or causes of actions for any third party against Woolpert. Woolpert, however, does reserve the right to assign this Agreement in whole or in part and this Agreement shall inure to the benefit of any assign or successor in interest of WOOLPERT, upon written consent of USER. 23. Force Maleure. WOOLPERT shall not be liable for any breach of this Agreement resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees) insurrection or riots, wrecks or delays in transportation, inability to obtain supplies and raw materials requirements or regulations of any civil or military authority. 24. Payment. Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". The license fees are exclusive of applicable taxes and USER shall be responsible for payment of all such applicable taxes. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption#85-8015966531C- 2. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 25.Term.The term of the license for the SOFTWARE agreement is in perpetuity unless otherwise terminated as provided herein. Upon termination of the license or this Agreement, the USER shall cease all use of the SOFTWARE and remove the SOFTWARE from its network or operating systems. In the event that Woolpert no longer commercially supports the SOFTWARE,the USER may continue to use the SOFTWARE in perpetuity subject to use of the SOFTWARE in the same manner permitted under this Agreement. In no event shall the USER use or modify the SOFTWARE to compete with any software available from WOOLPERT. 26. Incorporation by Reference.This Agreement includes this document and,by this reference,incorporates Exhibit A:License Details, as if fully set forth herein. E311T""Software License Agreement 4 of Packet Page -342- ��' 1/14/2014 11 .C. IN WITNESS WHEREOF,the parties hereto, have each, respectively, by an authorized person or agent,have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwight E. Brock, Clerk of Courts By: By: Georgia A. Hiller, Esq., Chairwoman Dated: (SEAL) WOOLPERT, Inc. By: First Witness Signature T'Type/print witness name TType/print signature and titieT Second Witness TType/print witness name Approved as to Form and Lega Ce Assistant County Attorney Print Name E311TM Software License Agreement 5 of 6 Packet Page -343- GP 1/14/2014 11 .C. EXHIBIT A: LICENSE DETAILS USER Name: Collier County, Florida USER Address(primary): Street Address: 3339 East Tamiami Trail, Suite 303 City, State Zip: Naples, Florida 34112 USA Customer Contact Information: Primary Contact Representative: Aaron Cromer Telephone (primary): 239.252.5338 Telephone (secondary): Fax Number: Email: AaronCromer0Collieraov.net Number of e311 licenses purchased: 1 Cost per license: $25,000.00 (not including applicable taxes) Total amount due: $10,000.00 (not including applicable taxes) Note: Woolpert is providing Collier County one (1) licensed copy of e311 at a 60-percent discount off of the current list cost of$25,000.00. Therefore, the total amount due, per this License Agreement is $10,000.00. E311TM Software License Aareement 6 of 6 Packet Page -344- CP 1/14/2014 11 .C. e311TM SUPPORT AND MAINTENANCE AGREEMENT This is a Support and Maintenance Agreement ("Agreement") and not a license or agreement for sale of software. This Agreement is between Collier County, a political subdivision of the State of Florida, (the "County" or "CUSTOMER") and Woolpert, Inc., an Ohio corporation whose principal office address is 4454 Idea Center Blvd., Dayton, Ohio 45430 ("WOOLPERT"). For purposes of this Agreement, WOOLPERT shall also mean any of Woolpert, Inc.'s subsidiaries, affiliates, or assignees, including any of their respective directors, officers, employees, agents, subcontractors, or third party providers. WOOLPERT shall provide the maintenance defined herein for the software as specified herein subject to the terms contained in this Agreement. This Agreement is subject to the Software License Agreement for the software, which is made a part of this Agreement and is hereby incorporated by reference.WOOLPERT shall provide CUSTOMER with Maintenance Releases and Future Versions that are released by Woolpert during the period of this Agreement. Any support or maintenance, including but not limited to assistance or updates provided hereunder, Maintenance Releases, or Future Versions released to CUSTOMER during the term of this Agreement shall be considered to be a part of and governed by the terms of the Software License Agreement.Capitalized terms used in this Agreement not otherwise defined herein shall have the meanings ascribed to them in the Software License Agreement. 1. Software.The software("SOFTWARE")covered by this Agreement is the computer program(s)generally known as e311. 2. Term. The support and maintenance services shall be provided to CUSTOMER on an annual basis for the number of years of support and maintenance as provided in Exhibit A, which is hereby incorporated by reference, beginning on the date this Support and Maintenance Agreement is executed("Term"). 3. Operating Criteria. During the term of this Agreement, WOOLPERT agrees to provide support and maintenance services for the SOFTWARE provided the CUSTOMER operates the SOFTWARE on at least the minimum hardware configurations specified in the Software License Agreement of SOFTWARE DOCUMENTATION. Please note that it is possible that operation problems may exist when attempting to use the SOFTWARE on either an Apple Macintosh® or Microsoft Vista® operating system. In such event, CUSTOMER acknowledges that WOOLPERT support and maintenance services may be limited. 4. Support and Maintenance.This Agreement covers support and maintenance for each License that is purchased in accordance with a Software License Agreement issued by Woolpert.To extend the Term of the services, CUSTOMER shall be required to enter into an additional Support and Maintenance Agreement.The support and maintenance services provided under this Agreement are as follows: CUSTOMER shall have online availability access to available published updates and modifications to the SOFTWARE, and other information and materials related to the SOFTWARE as WOOLPERT makes available to support and maintenance agreement holders, during the Term of this Agreement. Such access shall be through WOOLPERT'S web site for SOFTWARE support and maintenance, and if applicable, an FTP site for SOFTWARE support and maintenance, both subject to website and FTP site operating functionality or maintenance downtime.The website address is www.woolpert.com/ . Directions for use of the FTP site shall be as provided on the website. CUSTOMER may, from time to time, receive emails from WOOLPERT regarding notices of patches, updates, and modifications to the SOFTWARE, or other information and material, available on the website or FTP site for SOFTWARE support and maintenance. In addition to online access and email notification, CUSTOMER shall receive, Subject to the exclusions provided in this Agreement, access to a WOOLPERT SOFTWARE REPRESENTATIVE (WSR) through the modes of communication identified herein to provide support and maintenance services (1) related to SOFTWARE installation and hardware compatibility issues with the SOFTWARE, subject to the limitations noted herein; (2) related to the use of the software, addressing general theory related to output, and other general questions related to the software framework; and (3)related to correcting"bugs"or other errors that are found or alleged by the CUSTOMER. WOOLPERT intends to provide support and maintenance services in accordance with this Agreement via email when possible. Requests for support and maintenance services shall be via email sent by CUSTOMER to WOOLPERT at:e311 c�D.woolpert.com, and/or via telephone at (804) 441-6108. Support and maintenance services shall generally be provided during the following WOOLPERT business hours: 8:00 a.m. through 4:00 p.m., Monday through Thursday, Eastern Time, and 8:00 a.m. through 12:00 p.m. Fridays, Eastern Time, but excluding WOOLPERT holidays,which may include,but are not limited to New Year's Day, Martin Luther King Junior Day, President's Day, Easter Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day, and Christmas Day. After notification by CUSTOMER via email,WOOLPERT shall provide an acknowledgment of the email in a return email. Response times shall be based on resource availability and the complexity of the request for support and maintenance services. WOOLPERT will use email, including attachments, or directions to retrieve materials from WOOLPERT'S ftp site for the SOFTWARE, when possible to provide support and maintenance services. However, when it is determined that verbal communication will better foster assistance, WOOLPERT shall provide email correspondence requesting a contact name and number as well as a request for a convenient time for CUSTOMER, within WOOLPERT'S standard business hours, to arrange to discuss the CUSTOMER'S circumstances. Such support will include the opportunity to consult with a member of the WOOLPERT technical support staff that will assist the CUSTOMER with the Software capabilities, functionality and characteristics as described in the Software Specifications and provide basic problem resolution assistance as required. WOOLPERT shall use reasonable efforts to respond to the CUSTOMER within 8 (eight) business hours during the hours of operation noted above of a request for support and maintenance services to assess the circumstances. WOOLPERT shall then use reasonable e311 TM Support and Maintenance Agreement 1 of 6 Packet Page-345- 1/14/2014 11 .C. efforts to provide resolution of the request, with CUSTOMER understanding that some requests may not be able to be resolved by WOOLPERT or will be outside of the scope of this Agreement as noted herein. Woolpert intends that requests will be reviewed and addressed based on the nature of the problem or request. WOOLPERT will attempt to prioritize requests for circumstances in which there is catastrophic SOFTWARE failure or the SOFTWARE degrades substantially. Notwithstanding, prioritization of requests shall be at WOOLPERT'S sole discretion. CUSTOMER may submit requests for the SOFTWARE to add new functionality.Although such requests are not included as part of the support and maintenance under this Agreement,WOOLPERT will take the requests under advisement. If the modification will be solely for the CUSTOMER,WOOLPERT shall provide a cost estimate to develop the functionality and an amendment shall be required to add the new functionality. Should WOOLPERT decide to add the functionality to the SOFTWARE during the Term of this Agreement with the intention that it will be released as part of a Future Version, WOOLPERT shall provide the CUSTOMER with the upgrade or modification to the SOFTWARE at no additional cost. Any patches, updates,or modifications to the SOFTWARE will be provided in machine-readable format and updates or modifications to related DOCUMENTATION will be provided in pdf or hard copy form, at WOOLPERT'S discretion. Updates, modifications, materials, and other information provided under within the frame of support and maintenance services under this Agreement which are not provided over the phone,via email, or through a WOOLPERT ftp site,shall be distributed to the CUSTOMER at the address provided at the time of purchase of the underlying Software License. Duplication, distribution and installation of updates, modifications, and materials are all the responsibility of CUSTOMER, subject to the terms of this Agreement and the Software License Agreement. The granting of rights of use and the delivery of the upgrades, modifications,information,and material, shall be limited to the number of Licenses permitted under this Agreement. From time to time, at no additional cost to CUSTOMER, and at WOOLPERT'S sole discretion,WOOLPERT may provide upgrades or modifications for the SOFTWARE in the form of a New Release of the SOFTWARE to CUSTOMER with one copy of any corresponding DOCUMENTATION related to such upgrade. Such New Releases will be subject to this Agreement and made available by download from WOOLPERT'S FTP site or web site or by direct shipment to CUSTOMER. Any changes made by WOOLPERT to terms and conditions of this Agreement shall be communicated in writing to CUSTOMER at the time such changes are made. WOOLPERT will provide support services for previous releases for a minimum period of twelve (12) months following the general availability of a New Release or SOFTWARE update,but in no event after the expiration of this Agreement. 5. Customer's Responsibilities. CUSTOMER is responsible for notifying WOOLPERT, by email to WOOLPERT, at the designated email address provided herein, with respect to requests for support and maintenance. In such email, CUSTOMER shall provide a detailed description of any technical assistance question or alleged fault, error, or problem and the circumstances in which it arose. CUSTOMER commits itself to describe the problems as exactly and detailed as possible. CUSTOMER agrees that Authorized Individuals, as provided in the Software License Agreement,which is hereby incorporated by reference and made a part hereof, or a member of CUSTOMER's information technology department or equivalent, will make reasonable efforts to diagnose and solve problems or questions for Software(s) before engaging WOOLPERT Customer Support (including but not limited to searching available online knowledge base resources, online discussion forums, and product documentation). With respect to support and maintenance services regarding installation and operating questions or issues, CUSTOMER must provide a qualified CUSTOMER representative with an understanding of computer systems. Compliance with these obligations are essential contractual performance towards enabling WOOLPERT to provide the support and maintenance services in accordance with this Agreement. When requested by WOOLPERT, CUSTOMER must permit WOOLPERT to remotely connect to CUSTOMER'S network to permit WOOLPERT to assist CUSTOMER in remote troubleshooting of the SOFTWARE or in the provision of other support and maintenance services.WOOLPERT shall be provided access to the CUSTOMER'S system(s) running the SOFTWARE, including, but not limited to, passwords, system data, file transfer capabilities, and remote log-in-capabilities. WOOLPERT will conduct such remote access pursuant to CUSTOMER'S remote network access policies and standard security procedures.WOOLPERT will maintain security of the system and use such access only for the purposes of this Agreement. Information accessed by WOOLPERT agents or employees as a result of accessing CUSTOMER'S system shall be deemed confidential information. WOOLPERT may not provide the services if such remote access is not provided when requested by WOOLPERT. Notwithstanding,the CUSTOMER shall be responsible for the general installation and/or upgrade of the SOFTWARE and any updates or modifications. In the event that the Customer requests or necessitates more than four(4) hours of support and maintenance services during each year that this Agreement is in effect for each Software License permitted under this Agreement,with respect to assistance with installation of the SOFTWARE, updates, or modifications, WOOLPERT shall provide a cost estimate and an amendment shall be required to add the supplemental services. 6. Services Not Included. The support and maintenance services under this Agreement do not include any of the following: (1) custom programming services; (2) on-site support, including installation services for either hardware, the SOFTWARE, other software, or any other support services at the CUSTOMER'S location; (3) training; (4) out-of-pocket and reasonable expenses, including hardware and related supplies; and (5) services pertaining to CUSTOMER'S hardware operating systems or other software, including but not limited to CUSTOMER-developed software and third party software, including upgrades or new releases of such CUSTOMER- developed software and third party software, or any fault therein. Should such services be requested, a contract amendment will be required. e311 T"Support and Maintenance Agreement 2 of 6 Packet Page-346- CA 1/14/2014 11 .C. Diagnosis, rectification,or other support and maintenance services shall not be provided for: (1)abuse,misapplication, or misuse of the SOFTWARE, or the use of any software, for a purpose for which it was not designed or in a manner inconsistent with the respective documentation or this Agreement; (2) any repair adjustment alteration or modification of any software, including the SOFTWARE, or its merger (in whole or in part) with any other software by any person other than WOOLPERT or an authorized representative of _: WOOLPERT without WOOLPERT'S prior consent or as otherwise permitted by WOOLPERT; (3) use of a Software with products or software that are not commercially available; (4) any version of the Software that is older than two (2)releases prior to the then current version, (5) the failure by the CUSTOMER to implement updates, modifications, Maintenance Releases or recommendations in respect of or solutions to faults in the SOFTWARE previously advised by WOOLPERT; (6) rectification of lost or corrupted data arising for any reason other than WOOLPERT'S own negligence; (7) loss or damage caused directly or indirectly by operator error or omission; (8) failure or interruption of any electrical power, or any accident or other cause external to the Software, including, but not limited to problems or malfunctions related to Customer's network, database, third party software products, and/or workstation configurations or Customer's hardware; or(9) the improper use operation or neglect of the equipment upon which the SOFTWARE is run or a fault in the equipment or in any other software operating in conjunction with or closely with the SOFTWARE. Notwithstanding, Woolpert may provide support and maintenance services to the CUSTOMER regarding one of the events above, at WOOLPERT'S sole discretion. In the event WOOLPERT provides such services on a case by case basis, the service shall be considered part of this Agreement, but only for that one occurrence. Nothing shall be construed as requiring WOOLPERT to continue to offer the service for any future event. In addition,WOOLPERT may enter into a separate agreement with CUSTOMER to provide such services,or amend an existing contract. 7. Title and Ownership. WOOLPERT retains all title and interest, which also includes all proprietary and intellectual property rights and rights of use and commercialization, in all materials provided within the frame of support and maintenance services under this Agreement. Payment of the fees under this Agreement does not transfer any right, title, or interest to such updates or modifications, except the right to use such updates or modifications under the same terms and conditions of the Software License Agreement. COPYING OR USING THE SOFTWARE OR ITS DOCUMENTATION, INCLUDING ANY UPDATES OR MODIFICATIONS, EXCEPT AS PERMITTED BY THIS AGREEMENT OR THE SOFTWARE LICENSE AGREEMENT, IS UNAUTHORIZED AND IS A VIOLATION OF COPYRIGHT INFRINGEMENT LAWS. IF USER COPIES OR USES SUCH SOFTWARE, DOCUMENTATION, UPDATES, OR MODIFICATIONS WITHOUT WOOLPERT'S PERMISSION, USER IS IN VIOLATION OF THE LAW AND MAY BE SUBJECT TO CRIMINAL PENALTIES AND BE LIABLE TO WOOLPERT FOR DAMAGES. 8. Trademarks and Reservation of Rights. All rights not specifically granted in this Agreement are reserved to WOOLPERT. WOOLPERT and its respective logos, including but not limited to(e311 TM), are trademarks of WOOLPERT, INC. 9. Confidentiality and Nondisclosure. CUSTOMER acknowledges that any and all information, updates, modifications, or documentation are considered Confidential Information. CUSTOMER shall treat the Confidential Information in accordance with the terms of the Software License Agreement. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla.Stat. 10. Limited Warranty/Limitation of Remedies. WOOLPERT warrants that the media upon which updates or modifications to the SOFTWARE and DOCUMENTATION are provided will be free from defects in materials and workmanship under normal use and service for a period of sixty (60) days from the date of receipt. If the media is defective, please contact WOOLPERT and WOOLPERT will provide for a replacement exchange. 11. Disclaimer of Warranties/Limit of Liability. DUE TO THE COMPLEX NATURE OF HARDWARE AND SOFTWARE APPLICATIONS, NETWORKS, AND SPECIFIC CONFIGURATIONS, WOOLPERT CANNOT ASSUME LIABILITY FOR THE SUCCESSFUL REMEDY OF ANY ERROR. DESPITE WOOLPERT'S EFFORTS, IT MAY OCCUR THAT CERTAIN ERRORS CANNOT BE RECITIFED IN PROVIDING THE SUPPORT AND MAINTENANCE SERVICES UNDER THIS AGREEMENT. USE OF THE SOFTWARE, DOCUMENTATION, UPDATES, MODIFICATIONS, INFORMATION, OR OTHER MATERIALS PROVIDED WITHIN THE FRAME OF SUPPORT AND MAINTENANCE SERVICES UNDER THIS AGREEMENT SHALL BE DEEMED SOFTWARE AND DOCUMENTATION AS THE TERM IS USED IN THE SOFTWARE LICENSE AGREEMENT AND IN THIS SECTION, AND SHALL BE SUBJECT TO THE DISCLAIMERS OF WARRANTIES/LIMIT OF LIABILITY AS PROVIDED IN THE SOFTWARE LICENSE AGREEMENT. NOTWITHSTANDING, CUSTOMER EXPRESSLY AGREES THAT USE OF THE SOFTWARE AND DOCUMENTATION IS AT CUSTOMER'S SOLE RISK. THE SOFTWARE AND DOCUMENTATION IS PROVIDED ON AN "AS IS" BASIS AND OTHER THAN THOSE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT OR WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER APPLICABLE LAW,WOOLPERT HEREBY INFORMS USER THAT THE DOCUMENTATION, SOFTWARE, AND ANY FUNCTIONS CONTAINED IN THE SOFTWARE, ARE BEING PROVIDED TO USER WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. WOOLPERT ASSUMES NO LIABILITY FOR DAMAGE TO YOUR HARDWARE OR SOFTWARE AS A RESULT OF YOUR USE OF THE SOFTWARE OR DOCUMENTATION, INCLUDING ANY HARDWARE KEYS. IN NO EVENT WILL WOOLPERT BE LIABLE TO CUSTOMER FOR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF WOOLPERT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY e311 TM Supnnrt and Maintenance Agreement 3 of 6 Packet Page-347- 1/14/2014 11 .C. REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INACCURACY, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ALTERATION OF THE SOFTWARE OR DOCUMENTATION, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR (INCLUDING STRICT LIABILITY), NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. IN NO EVENT SHALL WOOLPERT'S TOTAL LIABILITY TO CUSTOMER FOR ANY AND ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) EXCEED THE SUPPORT AND MAINTENANCE FEES PAID TO WOOLPERT WITHIN A GIVEN YEAR UNDER THIS AGREEMENT. THE DISCLAIMERS OF WARRANTY AND LIMITITATIONS OF LIABILITY CONTAINED HEREIN DO NOT AFFECT ANY STATUTORY RIGHTS WHICH MAY NOT BE LEGALLY DISCLAIMED. 12. Indemnification. Subject to the limitation set forth in Section 768.28, Fla. Stat., CUSTOMER agrees to defend, indemnify and hold harmless WOOLPERT from and against any and all claims, actions, demands, damages, costs, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of CUSTOMER'S use of the SOFTWARE and DOCUMENTATION, any updates or modifications,or other materials provided within the frame of support and maintenance services under this Agreement. 13. Taxes. CUSTOMER shall, in addition to the amounts paid under this Agreement, pay all sales and other taxes, national, state,or otherwise, however designated, which may later be levied or imposed by reason of transactions contemplated by this Agreement, except those which arise as a result of income, including withholding taxes or similar deductions. Without limiting the foregoing, CUSTOMER shall promptly pay to WOOLPERT an amount equal to any such items actually paid, or required to be collected or paid by WOOLPERT. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption#85-8015966531C-2. 14. Severability. If any part of this Agreement is found to be unenforceable by a court of competent jurisdiction, such part will be construed by limiting and enforcing it to the maximum extent compatible with the applicable law. 15. Waiver. No delay in enforcement or extension of time or failure by WOOLPERT to exercise any right hereunder will be deemed to be a waiver of any right by WOOLPERT nor shall any waiver of any earlier breach of this Agreement be construed as a waiver of a later breach by WOOLPERT. 16. Headings.The section headings used herein are for convenience only and shall not be given any legal import. 17. Notices. Notices to CUSTOMER shall be as provided herein. Notices to WOOLPERT required or permitted under this Agreement shall be in writing and sufficient if sent by any method of delivery showing written receipt of delivery by WOOLPERT and shall be effective upon delivery. Notices shall be given as follows: WOOLPERT, INC. Attention:e311 4454 Idea Center Blvd. Dayton, Ohio 45430 18. Force Majeure. WOOLPERT shall not be liable for any breach of this Agreement resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees) insurrection or riots, wrecks or delays in transportation, inability to obtain supplies and raw materials requirements or regulations of any civil or military authority. 19. Entirety of Agreement.This Agreement contains the entire understanding between the parties regarding the subject matter hereof and supersedes any prior advertising,discussions, or agreements concerning such subject matter. WOOLPERT hereby objects to and will not agree to any additional or conflicting terms contained in any of CUSTOMER'S past or future proposals, purchase orders or other communications. Except as provided herein, this Agreement may be amended by CUSTOMER only by a writing signed by both parties specifically detailing the amendment and noting conflicts or contradictions to this Agreement. In the event of a conflict between the provisions of a signed amendment which are not specifically noted as a conflict or contradiction and the provisions set forth in this Agreement,the provisions of this Agreement shall prevail. 20. Third Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any rights, benefits,privileges, or causes of action for any third party against WOOLPERT. Notwithstanding,this Agreement shall inure to the benefit of any assign or successor in interest of WOOLPERT, upon written approval by CUSTOMER. 21. Termination. If CUSTOMER defaults in the performance of any of its other obligations under this Agreement or the Software License Agreement, WOOLPERT may terminate this Agreement and such termination shall be in accordance with the terms of termination under the Software License Agreement. Except as otherwise specifically provided in this Agreement, upon the effective date of termination, all other rights and obligations under this Agreement shall cease except the rights and obligations of either party with respect to any breach of this Agreement, and the rights and obligations under Sections 7, 8, 9, 11, 12, 13, 14, 15, 18, 19, 20, 22 23, and 24. 22. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, U.S.A., including, but without limitation, provisions of the Uniform Commercial Code, but excluding conflicts of law provisions, e311 TM Support and Maintenance Agreement 4 of 6 Packet Page-348- •9 1/14/2014 11 .C. and without regard to the United Nations Convention on the International Sale of Goods. CUSTOMER hereby consents to the personal jurisdiction of the State of Florida, acknowledges that venue is proper in the applicable State or Federal court in Collier County, Florida and agrees that any action related to these terms of use must be brought in the applicable State or Federal court in Collier County, Florida. CUSTOMER hereby waives any objection or challenges that may exist, now or in the future, with respect to any of the foregoing. 23. Restricted Rights for U.S. Government Customers.Any updates, modifications, or other information provided under this Agreement is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government or any agency, department, or instrumentality thereof is subject to the provisions set forth in the Commercial Computer Software--Restricted Rights clause at FAR 52.227-19 or the Commercial Computer Software--Licensing clause at NASA FAR Supplement 1852.227-86. Any updates, modifications, or other information provided under this Agreement are"Commercial Item(s),"as that term is defined at 48 C.F.R. Section 2.101, consisting of"Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. 24. Payment. Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". The fees under this Agreement include taxes applicable to the support and maintenance services of WOOLPERT, but do not include license fees or taxes as related to any software license purchase by CUSTOMER. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption#85-8015966531C-2. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 25. Incorporation by Reference. This Agreement includes this document and, by this reference, incorporates Attachment A: Software Support and Maintenance Details and the associated Software License Agreement for use of the SOFTWARE, as if fully set forth herein. Remainder of page intentionally left blankn*************`****************************************** e311TM Support and Maintenance Agreement 5 of 6 Packet Page -349- CA 1/14/2014 11 .C. IN WITNESS WHEREOF,this Agreement is accepted as of the day of ,20_ BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwight E. Brock,Clerk of Courts By: By: Georgia A.Hiller, Esq., Chairwoman Dated: (SEAL) WOOLPERT, Inc. By: First Witness Signature TType/print witness nameT TType/print signature and titleT Second Witness TType/print witness nameT Approved as to Form and Legalit • Assistant County Attorney Print Name e311 TM Support and Maintenance Agreement 6 of 6 Packet Page-350- cA 1/14/2014 11 .C. EXHIBIT A:SOFTWARE SUPPORT AND MAINTENANCE DETAILS USER Name: Collier County, Florida USER Address (primary): Street Address: 3339 East Tamiami Trail, Suite 303 City, State Zip: Naples, Florida 34112 USA Customer Contact Information: Primary Contact Representative: Aaron Cromer Telephone (primary): 239.252.5338 Telephone (secondary): Fax Number: Email: AaronCromer(WColliergov.net Number of e311 licenses to be supported: 1 Annual Support and Maintenance Cost per year for each license: e311 Support and Maintenance—Year 1: included e311 Support and Maintenance—Years 2 -7: $5,000.00 e311 TM Support and Maintenance Agreement 7 of 6 Packet Page-351- 1/14/2014 11 .C. EXHIBIT A-2 Contract Amendment#2 to Contract#11-5752 "GE Intelligent Platforms" This amendment,dated ,20 to the referenced agreement shall be by and between the parties to the original Agreement, GE Intelligent Platforms, Inc., ("GE")and Collier County,Florida, ("Customer"). Statement of Understanding RE: Contract# 11-5752"GE Intelligent Platforms" In order to continue the services provided for in the original Contract document referenced above, GE agrees to amend the Contract as follows: Add additional software licenses and GlobalCare support in the total amount of fifty thousand eight hundred fifty dollars (550,850.00) per attached Exhibit "A2-A" attached to this Amendment and incorporated herein by reference. The License Fees are a one time cost, the Support Fees are an annual cost. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF,the parties have each,respectively, by an authorized person or agent, have executed this Amendment on the date(s) indicated below. Accepted: , 20_ ATTEST: CUSTOMER: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA Dwight E. Brock, Clerk BY: By: Georgia A. Hiller, Esq., Chairwoman Date GE First Witness GE INTELLIGENT PLATFORMS, INC.: By: By: Print Name Print Name and Title Date GE Second Witness By: Print Name Approved as to form and legality: Name and Title of Attorney 1 Packet Page-352- CA 1/14/2014 11 .C. Attachment A2-A to Amendment 2 to Contract#11-5752 "GE Intelligent Platforms" Software Licenses and Support Item Qty Part# Description Discounted Cost 1 1 001219040002 Security Key - M4 USB $0 2 1 IC647WFL010 Proficy Workflow - 10 $23,250.00 User License 3 1 100010000000 GlobalCare Complete for $ 5000.00 Item 2—Support Fee 4 1 IC647WFLSRV Proficy Workflow- $ 6975.00 Workflow Server USD User License 5 1 100010000000 GlobalCare Complete for $ 1500.00 Item 4— Support Fee 6 1 IC647WFLCWSP Proficy Workflow - $ 6975.00 Cityworks Service Provider User License 7 1 100010000000 GlobalCare Complete for $ 1500.00 Item 6—Support Fee 8 1 OC647WFLSA001 Proficy Workflow- 1 $ 4650.00 Server Access User License 9 1 100010000000 GlobalCare Complete for $ 1000.00 Item 8—Support Fee Total License Fees $41,850.00 Total Support Fees $ 9,000.00 Total Cost $50,850.00 2 Packet Page -353- CA 1/14/2014 11.C. • GEIP-GC Complete-100111 As modified by the parties GE Intelligent Platforms,Inc. Proficy GlobolCare Complete Support Terms and Conditions 1. Services. With respect to the Licensed Application Software las defined in the underlying License Agreement. "Application Software"), GE Intelligent Platforms, Inc. will provide the following services during the applicable period: 1.1.Telephone Support. GE will provide support consultation to Customer regarding use and operation of the Application Software. Such consultation will include telephone call bock or web-based communication and will be available 8:00 A.M.to 8:00 P.M.ES.T.or 9:00 A.M.to 5:00 P.M.Mean Time Europe or 9:00 A.M.to 6:00 P.M. Chino Standard Time, os applicable,Monday through Friday,excluding holidays at the customer core location. GE will provide the Customer with direct telephone support consultation and/or web-based communication that shall be available 24 hours a day, 7 days a week in cases of emergencies. Such emergencies include when the entire system is down or an existing mission critical product feature is inoperable resulting in disruption or product outage. GE reserves the right to limit the number of authorized callers when deemed necessary by GE in its sole discretion.Once such a limit has been imposed,Customer may register additional individuals for an additional fee. Customer will also have access to the Online Knowledge Base 24 hours a day, 7 days o week, The Online Knowledge Base provides access to support reference information including articles, white papers, error messages, sample code, and developer downloads. A Knowledge Base CD enables access to the Knowledge Base when not connected to the Internet The Knowledge Bose CD will be distributed to-Customer(a)upon commencement of any initial or renewal GlobolCare term,and(b)at any other time upon reasonable request from Customer. 1.2. Problem Solving. GE technical personnel will be assigned to attempt correction of problems in the Application Software discovered by Customer and reported to GE in sufficient detail to permit GE to reproduce such problems. Customers are advised that remote access trouble-shooting tools may be called for in order to assist efforts to correct problems, and that such efforts may be impaired if the customer is unable to accommodate the use of such tools.Corrections mode by GE to such problems will be available for download by Customer,or,of GEs option,GE may provide such problem correction through its next scheduled release of the Application Software. GE's obligation in such regard shall be to use its reasonable efforts to correct such problems:however,GE does not warrant that all such reported problems will be corrected. In the event o reported problem is determined to be of Customer origin,GE may bill Customer of GE's then current per diem rates for any time expended in an effort to correct such problem. 1.3. Enhancements. GE will provide the Customer with notice of all Service Pock enhancements for the current version of the Application Software that ore released during the term of this agreement("Service Packs"),ail software improvement modules for the Application Software version that are released during the term of this agreement("SIMs"),and all Application Software version upgrades that are released during the term of this agreement("Upgrades"),at no additional charge.with exceptions noted as follows,GE reserves the right to charge for significant new product functionality introduced in major product releases("Major Feature"). Major features ore features that ore licensed separately and will be additional to the base configuration that the Customer is already licensed to use. Service Packs, SIMs, and Upgrades ore provided for the quantity of registered Application Software systems on site. Service Packs, SIMs, and Upgrades apply only to the Application Software and do not include any updates, enhancements, service packs, or upgrades to the operating system or other software. The Customer may order any of the Service Packs, SIMs, and/or Upgrades by visiting www.oe-io,com/sucoort during the term of this agreement GE may from time to time make other downloads such as Developer Downloads and I/O Drivers available to Customer ("Other Downloodsl. 1.4.Application Software Terms. All Service Packs, SIMs, Upgrades, corrections, updates, enhancements, documentation,modifications,Other Downloads and other such supporting materials furnished to Customer hereunder shall be considered part of the Application Software and subject to all the terms and conditions of the License Agreement, including those provisions limiting the use of the Application Software to the computer upon which it was initially installed as authorized by the License Agreement. Packet Page-354- 1/14/2014 11 .C. • 4 2. Warranty. GE warrants to the Customer that services provided hereunder shall be performed in a manner consistent with standard commerciol practices in the industry. If ony failure to meet this warranty appears within ninety(90)days after completion of the specific services in question,GE will correct any such failure by reperforming any defective portion of the services furnished. If reperformance is not practicable,GE will furnish, without charge,services in an amount essentially equal to those which,in GE's sole judgment,would hove been required for reperformance, The warranties and remedies set forth herein are conditioned upon: (ii) proper installation, use, and maintenance of the Application Software and the proper design and configuration of the system into which the Application Software is installed,and conformance with any applicable recommendations of GE;and(ill Customer promptly notifying GE of ony defects and making any personnel,software or computer systems available as necessary. The preceding sets forth the exclusive remedy for oil claims based on failure of, or defect in, services provided hereunder, whether the failure or defect arises before or during the warranty period, and whether a claim, however Instituted, is based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise. Upon the expiration of the warranty period, all such liability shall terminate. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED WARRANTY OF MERCHANTABIUTY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY. GE DOES NOT WARRANT ANY PRODUCTS OR SERVICES OF OTHERS WHICH CUSTOMER HAS DESIGNATED. 3. Limit of Liability. GE'S LIABILITY ON ALL CLAIMS OF ANY KIND,WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE, STRICT UABILITY OR OTHERWISE, FOR ALL LOSSES OR DAMAGES ARISING OUT OF, CONNECTED WITH,OR RESULTING FROM ANY SERVICES COVERED BY OR FURNISHED UNDER THESE TERMS AND CONDITIONS(INCLUDING REMEDIAL WARRANTY EFFORTS),OR FROM THE PERFORMANCE OR BREACH OF THESE TERMS AND CONDITIONS.SHALL IN NO CASE EXCEED THE ANNUAL CONTRACT PRICE OF THE SUPPORT SERVICES FURNISHED HEREUNDER. ALL SUCH LIABIUTY SHALL TERMINATE UPON THE EXPIRATION OF THE WARRANTY PERIOD SPECIFIED IN SECTION 2 ABOVE. 4. Exclusion of Conseauential Damoaes. IN NO EVENT,WHETHER BASED ON CONTRACT, INDEMNITY,WARRANTY, TORT(INCLUDING NEGUGENCE),STRICT UABILITY OR OTHERWISE,SHALL GE,ITS EMPLOYEES AND SUPPLIERS BE LIABLE FOR SPECIAL,INCIDENTAL.EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING. BUT NOT UMITED TO, LOSS OF PROFITS OR REVENUE,LOSS OF USE OF ANY PROPERTY,COST OF CAPITAL,COST OF PURCHASED POWER, COST OF SUBSTITUTE EQUIPMENT,FACIUTIES OR SERVICES,DOWNTIME COSTS,OR CLAIMS OF CUSTOMERS OF THE CUSTOMER FOR SUCH DAMAGES. 5. Gratuitous Advice. If GE furnishes the Customer with advice or assistance concerning any products or systems which is not required pursuant to these terms and conditions,the furnishing of such advice or assistance will not subject GE to any liability,whether in contract,indemnity,warranty,tort(including negligence), strict liability or otherwise. 6. Restrictions on Assignment. Customer may not assign or transfer this agreement without GE's prior written agreement. 7. Conditions of Service. The Application Software must be unmodified and in normal operating condition, and maintained of the latest release or revision level,and must contain the minimum equipment configuration of the revision level specified by GE.Customer must consult with GE before performing any upgrades on any third party software required to run the Application Software. 8. Term and Terminotiort 8,1.GlobalCare Support dates of service will be os stated on the Customers GlobalCare Support program certificate.Customer shall have the right to renew GiobolCore Support on o yearly basis as provided herein, subject to continuation of the program for the products)and payment of the applicable GE yearly service fee then in effect. 8.2. GE shall notify Customer that the applicable service period is ending, no less than thirty(30)days prior to expiration. Timely payment of the applicable yearly service fee,as provided in Section 9 below,shall extend Support Services. If payment is not received os set forth herein, Support Services will be terminated, and Customer will be placed on inactive status.The Customer may reactivate Support Services thereafter by paying o re-instatement fee. 441004 61% Packet Page-355- 1/14/2014 11 .C.' • • 8.3. GE may otter,discontinue,or refuse to permit the renewal of,any GlobalCore Support Program with respect to any or all products at any time. Customers will be notified of any alterations or planned discontinuations in a program at the time of the commencement of any initial or renewal term of such program. In the event of a discontinuation of a program,GE will continue to provide program support to existing Customers.subject to payment of the applicable GE yearly service fee then in effect,until the expiration of the Customer's initial or renewal term. 8.4. Support Services hereunder shall automatically terminate in the event the License Agreement is terminated. 9. Charges and Payment Terms 9.1. GE may adjust its opplicable yearly service fee for GlobalCare Support either up or down for each renewal year following the initial period of its provision of GlobalCare Support,provided that GE notifies Customer of the amount of such adjustment at least thirty(301 days in advance of each such renewal. 9.2. Charges for each renewal year of Support Services are due upon renewal and shall be paid in accordance with Section 218.70,Fla.Stats.,otherwise known as the'Local Government Prompt Payment Act". 9.3. The Not to Exceed annual cost for Licensing and Service is Forty Nine Thousand Three Hundred Seventy Two Dollars($49,372.001. 10. Use of Technical Information. With respect to any technical information that the Customer may provide to GE in connection with the GlobolCare Support, GE may use such information for the limited purposes of writing and posting technical notes on the support services website and Knowledge Base CD and compiling aggregate data, for internal use only,on the frequency and type of support services requested. GE will not utilize such technical information in any form that personally identifies the Customer. 11, General Provisions. 11.1.These Terms and Conditions,along with the End User License Agreement attached as Exhibit A,contain the complete agreement between the parties, and no modification, amendment, rescission, waiver or other change will be binding on GE unless agreed to in writing by GE's authorized representative. Any oral or written representation,warranty, course of dealing or trade usage not contained or referenced herein will not be binding on GE, The invalidity,in whole or part,of any sections or subsections hereof shall not affect the remainder of such section or subsection or any other section or subsection hereof. 11.2.This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of low provisions. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. 11.3.Customer shall not transmit to GE any information, suggestions, or ideas claimed by Customer to be confidential except pursuant to a writing,signed by an authorized representative of GE,which identifies such i for ation and addresses its confidentiality. 4. 44____ COLLIER COUNTY BOARD 0 : COUNTY Erik Udstuen,VP Software and Service COMMISSIONERS FRED W. OYLE, CHAIRMAN Date Date Approved for Legal i 'ency: ','i...•::;a;` ' &d ATTEST ,..,,,,..‘',..4' gr.A. • {4-. DWI T `38R . C -E ' .Gal +` t■'`ii +. ;h.,* SCOTT R. TEACH •V DEPUTY COUNTY ATTORNEY Atte rti•",64;143-•64 i t Packet Page -356- 1/14/2014 11 .C. • • GEIP-EULA-091211 GE Intelligent Platforms,Inc.("GE") End User License Agreement YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE OPENING THIS PACKAGE OR SIGNIFYING YOUR ACCEPTANCE BY CLICKING THE APPROPRIATE DIALOG BOX. OPENING THIS PACKAGE OR CLICKING THE APPROPRIATE DIALOG BOX OR USING ANY PART OF THE SOFTWARE SIGNIFIES YOUR ACCEPTANCE AS"CUSTOMER" OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THEM,YOU SHOULD PROMPTLY RETURN THE PACKAGE UNOPENED AND UNUSED ALONG WITH ANY OTHER ITEM THAT WAS INCLUDED IN THE SAME CATALOG NUMBER FOR FULL CREDIT. 1. DEFINITIONS 1.1 'Application Software"shall mean those portions of the Licensed Software,In object code form only, created by GE 1.2 "Designated Computer" shall mean the one (1) computer upon which Customer shall run the Licensed Software. 1.3 'Third Party Software"shall mean software,including but not limited to operating systems,owned or licensed by a third party that is supplied to Customer by GE. 1.4 'Licensed Software' shall mean the Application Software plus any other software (including Third Party Software), in object code form only, supplied by GE pursuant to this Agreement If no operating system software is included in the software provided under this Agreement,Customer must moke provision for any required operating system software licenses. 2. LICENSE 2.1 Except as provided in Section 22 below,Customer is granted only a personal,non-transferable,nonexclusive license to install and use one copy of the Licensed Software only on the Designated Computer. Customer may make one copy of the Licensed Software in machine readable form for backup purposes in support of Customer's use of the Licensed Software on the Designated Computer. No other copies shall be mode unless authorized in writing by GE. Customer may not modify, reverse compile or disassemble the software. The Licensed Software, comprising proprietary trade secret information of GE and/or its licensors.shall be held in confidence by Customer and protected from copying or disclosure to third parties. No title to the intellectual property is transferred. Customer must reproduce and always include all applicable copyright notices and proprietary markings on any copy. Customer hereby acknowledges and agrees that any Licensed Software that is embedded within GE hardware,shall be used. redistributed and/or resold only to the extent permissible under this Agreement and only embedded within the GE hardware with which it was provided. 2.2 If Customer is an authorized GE distributor or an Original Equipment Manufacturer or o system provider who incorporates the Licensed Software into its equipment or system for sale to on end user, or if Customer uses the Licensed Software to create redistributables, Customer may only transfer the Licensed Software to on end user provided that the end user agrees to be bound by the provisions of this Agreement. Customer shall use its best efforts to enforce its agreement with customers mode in accordance with this section, and shall promptly report any violation or suspected violation to GE. 2.3 All rights and benefits afforded to GE under this Agreement shall apply equally to the owner of the Third Party Software and its licensors(collectively,the"Third Parties')with respect to the Third Party Software. The Third Parties ore intended third party beneficiaries of this Agreement. The provisions of this Agreement relating to the Licensed Software•os the some incorporate Third Party Software,are mode expressly for the benefit of,and ore enforceable by, the Third Parties. The Third Parties retain title to the Third Party Software. Unless the Third Parties extend a pass- through warranty covering the Third Party Software to Customer,all Third Party Software is provided "AS I5" without warranty of any kind,and the Third Parties disclaim all warranties,either express or implied,including but not limited to the implied warranties of merchantability, title, non-infringement or fitness for a particular purpose with regard to the Third Pony Software. The Third Parties shall not have any liability for special,indirect, punitive,Incidental or consequential damages. 2.4 EXCEPT AS PROVIDED IN SECTION 2.2 ABOVE,IF CUSTOMER TRANSFERS POSSESSION OF ANY COPY OF THE LICENSED SOFTWARE TO ANOTHER PARTY WITHOUT WRITTEN CONSENT OF GE, THIS LICENSE IS AUTOMATICALLY TERMINATED. Any attempt otherwise to sublicense,assign or transfer any of the right,duties or obligations hereunder is void. 2.5 If the Licensed Software or associated documentation is provided to any U.S. Government entity, unit,or agency,the restrictions set forth at section 52.227-19(c)rCommercial computer software-restricted rights')of the Federal Acquisition Regulations(FARs)shall apply. If the Licensed Software or associated documentation is provided to the U.S.Government,Department of Defense(DOD),or any entity,unit or agency thereof,the restrictions set forth EXHIBIT A -- - - -- --------- I Packet Page-357- 1/14/2014 11 .C. • • of section 252.227-7015 rTechnicol Data - Commercial Items") and section 252.227-7013(cX1) (`Technical Data - Restricted Rights")of the DOD FAR Supplement(DFARS)shall also apply. 3. WARRANTY 3.1 GE warrants that the Application Software will be in substantial conformance with the manual pertaining thereto as of the date of shipment by GE. If,within ninety(90)days of date of shipment it is shown that the Application Software does not meet this warranty, GE will, at its option, either correct the defect or error in the Application Software,free of charge,or make available to Customer satisfactory substitute software,or,if none of the foregoing is reasonably available,return to Customer all payments mode as license fees and terminate the license with respect to the Application Software affected. GE does not warrant that operation of the Application Software will be uninterrupted or error free or that it will meet Customer's needs. All other portions of the Ucensed Software are provided'as is"without worranty of any kind. 3.2 GE warrants that the media on which the Application Software is delivered will be free from defects in material or workmanship under normal use and service for a period of ninety(90)days from the date of delivery.If any defects are discovered in the media and reported by Customer within ninety(90)days after delivery,GE shall,at no cost to Customer,upon return of media to GE,replace the media and deliver to Customer a new and complete copy of the Application Software. 3.3 Any modification to the Ucensed Software by the Customer without the express written consent of GE shall void the warranty. 3.4 WITH RESPECT TO THE SOFTWARE WHICH IS THE SUBJECT OF THIS AGREEMENT, THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED OR STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY. NO WARRANTY ARISING FROM COURSE OF PERFORMANCE,COURSE OF DEALING,OR USAGE OF TRADE SHALL APPLY. 4. LIMITATION OF LIABILITY 4.1 IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,OR OTHERWISE SHALL GE OR ITS SUPPUERS BE LIABLE FOR ANY INDIRECT,SPECIAL,INCIDENTAL, CONSEQUENTIAL, PUNITIVE. OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT UMITED TO, LOSS OF PROFIT OR REVENUE, LOSS OF USE OF THE LICENSED SOFTWARE OR ANY PART THEREOF OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO ASSOCIATED EQUIPMENT,COST OF CAPITAL,COST OF SUBSTITUTE PRODUCTS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWN TIME COSTS,OR CLAIMS OF CUSTOMER'S CUSTOMERS AND TRANSFEREES FOR SUCH DAMAGES EVEN IF GE HAS BEEN ADVISED OF THE POSSIBIUTY OF SUCH DAMAGES. 4.2 EXCEPT AS PROVIDED IN SECTION 5,INDEMNITY,IN NO EVENT,WHETHER BASED ON CONTRACT.INDEMNITY, WARRANTY,TORT(INCLUDING NEGLIGENCE), STRICT LIABIUTY OR OTHERWISE, SHALL GE'S UABIUTY TO CUSTOMER FOR ANY LOSS OR DAMAGE ARISING OUT OF,OR RESULTING FROM THIS AGREEMENT,OR FROM ITS PERFORMANCE OR BREACH,OR FROM THE LICENSED SOFTWARE OR ANY PART THEREOF.OR FROM ANY SERVICE FURNISHED HEREUNDER, EXCEED THE FEES PAID BY CUSTOMER FOR THE UCENSED SOFTWARE. ALL SUCH UABIUTY SHALL TERMINATE UPON THE TERMINATION OF THE WARRANTY PERIOD AS SET FORTH IN SECTION 3. 4.3 If GE furnishes Customer with advice or other assistance which concerns Licensed Software or any portion thereof supplied hereunder or any system or equipment on which any such software may be installed and which Is not required pursuant to this Agreement.the furnishing of such advice or assistance will not subject GE to any liability, whether in contract,indemnity,warranty,tort,(including negligence),strict liability,or otherwise. 4.4 The products to be licensed or sold hereunder are not intended for use in any nuclear,chemical or weapons production facility or activity, or other activity where failure of the products could lead directly to death,personal injury or severe physical or environmental damage. If so used,GE disclaims all liability for any damages arising as a result of the hazardous nature of the business in question, including but not limited to nuclear, chemical or environmental damage, injury or contamination,and Customer shall indemnify, hold harmless and defend GE, its officers.directors,employees and agents against all such liability,whether based on contract,indemnity,warranty, tort(including negligence),strict liability,or otherwise,regardless of whether GE hod knowledge of the possibility of such damages. The foregoing indemnification shall not constitute a waiver of sovereign immunity or extend the parties liability beyond the limits established in Section 768.28 of the Florida Statutes. 5. INDEMNITY 5.1 GE warrants that the Application Software shall be delivered free of any rightful claim for infringement of any United States potent, copyright, trademark or trade secret If notified promptly in writing and given authority, information and assistance.GE shall defend,or moy settle,at its expense,any suit or proceeding against Customer so for as based on a claimed infringement which would result in a breach of this warranty and GE sholl pay all damages and costs awarded therein against Customer due to such breach. In case the Appbcatlon Software is in such suit held 1 Packet Page -358- 1/14/2014 11 .C. • • • to constitute such on infringement and its use is enjoined, GE shall, at its expense and option, either procure for Customer the right to continued use.or replace same with a non-infringing product or port,or modify the Application Software so that it becomes non-infringing,or remove the software and refund the license charge pertaining thereto (less reasonable depreciation for any period of use)and any transportation costs separately paid by Customer. The foregoing states the entire liability of GE for potent, copyright, trademark and trade secret infringement by the Licensed Software or any part thereof. 5.2 The indemnity under the preceding paragraph shall not opply to any use of Application Software in conjunction with any other product in a combination not furnished by GE as a port of this transaction. As to any such use in such combination,or any improper or unauthorized use,installation,or operation of the Application Software, GE assumes no liability whatsoever for patent,copyright,trademark or trade secret infringement and Customer will hold GE harmless against any infringement doims arising therefrom (including, but not limited to reasonable attorney's fees). The foregoing indemnification shall not constitute a waiver of sovereign immunity or extend the parties liability beyond the limits established in Section 76828 of the Florida Statutes. 6. TERM AND TERMINATION 6.1 Customer may terminate the license granted hereunder at any time by destroying the Licensed Software together with all copies thereof and notifying GE in writing that all use of the Licensed Software has ceased and that the Licensed Software has been destroyed. 6.2 GE,upon thirty(301 days notice,may terminate this Agreement and/or ony license hereunder if Customer fails to perform any obligation or undertaking to be performed by it under this Agreement or if Customer attempts to assign this Agreement without the prior written consent of GE Within twenty(201 days after any such termination of this Agreement.Customer shall certify in writing to GE that all use of the Licensed Software or the affected portion thereof has ceased,and that the Licensed Software or portion thereof has been returned or destroyed,in accordance with GE's instructions. 6.3 Sections 4, 6 and 7 of this Agreement shall survive any expiration or termination and remain in effect. Termination of this Agreement or any license hereunder shall not relieve Customer of its obligation to pay any and all outstanding charges hereunder nor entitle Customer to any refund of such charges previously paid. 7. EXPORT If Customer intends to export or reexport),directly or indirectly,the software products or technical data relating thereto supplied hereunder or any portion thereof it is Customers responsibility to assure compliance with U.S.and any other applicable governmental export control lows and,if appropriate,to secure any required export licenses or approvals in Customer's own name. Customer is also responsible for the accuracy and completeness of any information or certification Customer provides for purposes of export control compliance. 8. PAYMENT TERMS All quoted charges arising pursuant to this Agreement are due upon delivery of the Licensed Software or any hardware delivered as part of the same Customer order(whichever is earlier)to which such charges pertain and shall be paid in accordance with Section 218.70,Fla,Stots.,otherwise known as the"Local Government Prompt Payment Act*. Prices quoted ore exclusive of all soles,use,and excise tuxes fond any other assessments in the nature of taxes however designated). Customer shall pay all import duties and registration fees and all soles, use and excise taxes land any other assessments in the nature of taxes however designated)arising from the licensing of the Licensed Softwore hereunder,exclusive of taxes based on GE's net income. Collier County,Florida as a political subdivision of the State of Florida,is exempt from payment of Florida soles tax to its vendors under Chapter 212,Florida Statutes, Certificate of Exemption#21-07-019995-53c. 9. FORCE MAJEURE GE shall not be responsible for failures to fulfill its obligations under this Agreement due to causes beyond its control. 10. GOVERNING LAW This Agreement shall be governed by the laws of the State of Florida. without regard to its conflict of law provisions. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. 11. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement with respect to the subject matter hereof and supersedes all proposals,oral or written,all previous negotiations and all other communications between the parties with respect to the subject matter hereof These terms and conditions shall prevail, notwithstanding any different,conflicting, or Packet Page -359- 1/14/2014 11 .C. S additional terms and conditions that may appear on any purchase order or other instrument submitted by Customer. Deviation from these terms and conditions are not valid unless confirmed in writing by an authorized representative of GE. The invalidity of any portion of this Agreement shop not affect the remainder of this Agreement CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. CUSTOMER FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN CUSTOMER AND GE AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. FURTHER. NO CHANGE OR AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS AGREED TO BY WRITTEN INSTRUMENT SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF GE AND CUSTOMER. Should you have any questions concerning this Agreement,you may contact GE by contacting: Legal Deportment,GE Intelligent Platforms,2500 Austin Drive,Charlottesville,VA 22911 or 1-800-433-2682. �{� COLLIER COUNTY BOARD OF UNTY Erik�:Tdsmen,VP Software and Service COMMISSIONERS FRED W. COYLE, CHAIRMAN � ,t I 2011 7,0.4_ 2.4 2.0 Date tJ Date Approved for Legal Sufficiency: ATTEST DIM c T E.8ROP LERK,, • 1 - Attest i•i E043, SCOTT R. TEACH - • '"" `_ :;` DEPUTY COUNTY ATTORNEY tf�i►�Lure D1tL.., Packet Page-360- ' 1/14/2014 11 .C. EXHIBIT A-1 Contract Amendment No. 1 11-5752"GE Intelligent Platforms" This amendment, dated Z= 11th , 2012 to the referenced agreement shall be by and between the parties to the original agreement, GE Intelligent Platforms, Inc., and Collier County,Florida,(to be referred to as"County"). RE: Contract#11-5752"GE Intelligent Platforms" In order to continue the services provided for in the original Contract document referenced above, GE Intelligent Platforms, Inc. agrees to amend the above referenced Contract to include new software support licensing agreements in the amount of sixty thousand three hundred forty two dollars and three cents ($60,342.03) as described in Exhibit Al-A "Statement of Work #7807", attached herein and incorporated by reference. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, GE. Intelligent Platforms, Inc. and County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s)indicated below. Firm Al? . Corporate Secretary/Witness GE Intelligent Platforms,Inc. By: CAL._ By: t7 11 2 - 1'11. z ZC� Dated: VLI /Z Title: 10 8e.A. Dated: 4I/1M/:tcr . ATTEST: OWNER: {rA BOARD OF COUNTY COMMISSIONERS pw ght E,Bro ' COLLIER COUNTY, FLORIDA - ketitSt IS: 1:111 WSW ftLEIf/ By: MJ ¶r-4 W . Coy(e) Oh '►rah Approved as to form and Legal sufficiency: Assistant Coun , Atto ley Packet Page-361- 1/14/2014 11 .C. Exhibit Al-A GEIP-GC Complete-100111 As modified by the parties STATEMENT OF WORK (SOW)#7807 GE intelligent Platforms, Inc. Proficy GlobalCare Complete Support Terms and Conditions Sen'ices. With respect to the Licensed Application Software (as defined in the underlying License Agreement, "Application Software"), GE intelligent Platforms, Inc. will provide the following services during the applicable period: 1.1.Telephone Support. GE will provide support consultation to Customer regarding use and operation of the Application Software. Such consultation will include telephone call back or web-based communication and will be available 8:00 A.M. to 8:00 P.M. E.S.T. or 9:00 A.M. to 5:00 P.M. Mean Time Europe or 9'.00 A.M. to 6:00 P.M. China Standard Time. as applicable, Monday through Fricay, excluding holidays at the customer care location. GE will provide the Customer with direct telephone support consultation and/or web-based communication that shall be available 24 hours a day, 7 days a week in cases of emergencies. Such emergencies include when the entire system is down or an existing mission critical proouct feature is inoperable resulting in disruption or product outage. GE reserves the nght to limit the number of authorized callers when deemed necessary by GE in its sole discretion. Once such a limit has peen imposed, Customer may register additional individuals for an additional fee. Customer will aiso have access to the Online Knowledge Base 24 hours a day, 7 days a week. The Online Knowledge Base provides access to support reference information including articles,white papers, error messages, sample code, and developer downloads. A Knowledge Base CD enables access to the Knowledge Base when not connected to the Internet. The Knowledge Base CD will be distributed to Customer(a) upon commencement of any initial or renewal GlobalCare term, and (b) at any other time upon reasonable request from Customer. 1.2.Problem Solving. GE technical personnel will be assigned to attempt correction of problems in the Application Software discovered by Customer and reported to GE in sufficient detail to permit GE to reproduce- such problems. Customers are advised that remote access trouble-shooting tools may be called for in order to assist efforts to correct problems. and that such efforts may be impaired if the customer is unable to accommodate the use of such tools. Corrections made by GE to such problems will be available for download by Customer, or. at GE's option, GE may provide such problem correction through its next scheduled release of the Application Software. GE's obligation in such regard snail be to use its reasonable efforts to correct such problems; however, GE does not warrant that all such reported problems will be corrected. In the event a reported•problem is determined to be of Customer origin, GE may bill Customer at GE's then current per diem rates for any time expended in an effort to correct such problem. 3.Enhancements. GE will provide the Customer with notice of all Service Pack enhancements for the current version of the Application Software that are released during the term of this agreement ;"Service Packs"), all software improvement modules for the Application Software version that are released during the term of this agreement ("SIMs"), and all Application Software version upgrades that are released during the term of this agreement ("Upgrades"), at no additional charge, with exceptions noted as follows. GE reserves the right to charge for significant new product functionality introduced in major product releases ("Major Feature"). Major features are features that are licensed separately and will be additional to the base configuration that the Customer is aiready licensed to use. Service Packs, SIMs, and Upgrades are provided for the quantity of registered Application Software systems on site. Service Packs, SIMs: and Upgrades apply only to the Application Software and do not include any updates, enhancements, service packs, or upgrades to the operating system or other software. The Customer may order any of the Service Packs, SIMs, and/or Upgrades by visiting www,oe-ip.cornlsuppori during the term of this agreement. GE may from time to time make other downloads such as Developer Downloads and I/O Drivers available to Customer ("Other Downloads"). 1 4.Application Software Terms. All Service Packs, SIMs, Upgrades, corrections, updates, enhancements. documentation, modifications, Other Downloads and other such supporting materials furnished to Customer hereunder shall be considered part of.the Application Software and subject to all the terms Packet Page-362- 1/14/2014 11 .C1 and conditions of the License .Agreement, including those provisions limiting the use of the Application Software to the computer upon wnich it was initially installed as authorized by the License Agreement. 2. Warranty. GE warrants to the Customer that services provided hereunder shall be performed in a manner consistent with standard commercial practices in the inoustry. If any failure to meet this warranty appears within ninety (90) days after completion of the specific services in question, GE will correct any such failure by reperforming any aefective portion of the services furnished. If reperfdrmance is not practicable, GE will furnish, without charge, services in an amount essentially equal to those which, in GE's sole judgment, would have been required for reperformance. The warranties and remedies set forth herein are conditioned upon: (i) proper installation, use, and maintenance of the Application Software and the proper design and configuration of the system into which the Application Software is installed, and conformance with any applicable recommendations of GE;. and (ii) Customer promptly notifying GE of any defects and making any personnel, software or computer systems available as necessary. The preceding sets forth the exclusive remedy for all claims based on failure of, or defect in, services provided hereunder, whether the failure or defect arises before or during the warranty period, and whether a claim, however instituted, is based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise. Upon the expiration of the warranty period, all such liability shall terminate. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL. IMPLIED OR STATUTORY. NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL APPLY. GE DOES NOT WARRANT ANY PRODUCTS OR SERVICES OF OTHERS WHICH CUSTOMER HAS DESIGNATED. 3. Limit of Liability. GE'S LIABILITY ON ALL CLAIMS OF ANY KIND, WHETHER BASED ON CONTRACT, INDEMNITY: WARRANTY, TORT (INCLUDING NEGLIGENCE;, STRICT LIABILITY OR OTHERWISE, FOR ALL LOSSES OR DAMAGES ARISING OUT OF CONNECTED WITH. OR RESULTING FROM ANY SERVICES COVERED BY OR FURNISHED UNDER THESE TERMS AND CONDITIONS (INCLUDING REMEDiAL WARRANTY EFFORTS), OR FROM THE PERFORMANCE OR BREACH OF THESE TERMS AND CONDITIONS, SHALL IN NO CASE EXCEED THE ANNUAL CONTRACT PRICE OF THE SUPPORT SERVICES FURNISHED HEREUNDER. ALL SUCH LIABILITY SHALL TERMINATE UPON THE EXPIRATION OF THE WARRANTY PERIOD SPECIFIED IN SECTION 2 ABOVE. d. Exclusion of Conseouential Damages. IN NO EVENT,WHETHER BASED ON CONTRACT, INDEMNITY WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL GE, ITS EMPLOYEES AND SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING: BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF ANY PROPERTY, COST OF CAPITAL, COST OF PURCHASED POWER, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF THE CUSTOMER FOR SUCH DAMAGES. 5. Gratuitous Advice. If GE furnishes the Customer with advice or assistance concerning any products or systems which is not required pursuant to these terms and conditions, the furnishing of such advice or assistance will not subject GE to any liability. whether in contract, indemnity, warranty, tort ((including negligence), strict liability or otherwise. Restrictions on Assignment. Customer may not assign or transfer this agreement without GE's prior written agreement. Conditions of Service. Tne Application Software must be unmodified and in normal operating condition, and maintained at the latest release or revision level. and must contain the minimum equipment configuration at the revision level specified by GE. Customer must consult with GE before performing any upgrades on any third party software required to run the.Application Software. Term and Termination 8.1.Global Care Support dates of service will be as stated on the Customer's GlobalCare Support program certificate. Customer shall have the right to renew GlobalCare Support on a yearly basis as provided herein. subject to continuation, of the program for the product(s) and payment of the applicable GE yearly service fee then in effect. 5.2.GE snail notify Customer that the applicable service period is ending, no less than thirty (30) days prior to expiration. Timely payment of the applicable yearly service fee, as provided in Section 9 below, shall Packet Page-363— ► 1/14/2014 11 .C. extend Support Services. If payment is not received as set forth herein, Support Services will oe terminated, and Customer will be placed on inactive status. The Customer may reactivate Supoort Services thereafter by paying a re-instatement fee. 8.3.GE may alter, discontinue, or refuse to permit the renewal of, any GlobalCare Support Program with respect to any or all products at any time. Customers will be notified of any alterations or planned discontinuations in a prooram at the time of the commencement of any initial or renewal term of such prooram. In the event of a discontinuation of a program, GE will continue to provide program support to existing Customers, subject to payment of the applicable GE yearly service fee then in effect until the expiration cf the Customer's initial or renewal term 8.4.Support Services hereunder shall automatically terminate in the event the License Agreement is terminated. S. Charoes and Payment Terms 9.'.GE may adjust its applicable yearly service fee for GlobalCare Support either up or down for each renewal year following the initial period of its provision of GlobalCare Support, provided that GE notifies Customer of the amount of such adjustment at least thirty(30) days in advance of each such renewal. 9.2.Charges for each renewal year of Support Services are due upon renewal and shall be paid in accordance with Section 218 70, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 9.3.The Not to Exceed annual cost for Licensing and Service is Sixty Thousand Three Hundred Forty Two Dollars and Three Cents ($60,342.03). 10. Use of Technical Information. With respect to any technical information that the Customer may provide to GE in connection with the GlobalCare Support, GE may use such information for the limited purposes of writing, and posting technical notes on the support services website and Knowledge Base CD and compiling aggregate data, for internal use only, on the frequency and type of support services requested. GE will not utilize such technical information in any form that personally identifies the Customer. 11 General Provisions. 11.1. These Terms and Conditions, along with the End User License Agreement attached as Exhibit A, contain the complete agreement between the parties, and no modification, amendment, rescission, waiver or other chance will be binding on GE unless agreed to in writing by GE's authorized representative. Any oral or written representation, warranty, course of dealing or trade usage not contained or referenced herein will not be binding on GE. The invalidity. in whole or part, of any sections or subsections hereof shall not affect the remainder of such section or subsection or any other section or subsection hereof. 11_2. This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of law provisions. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. 11 3. Customer shall not transmit to GE any information, suggestions. or ideas claimed by Customer to be confidential except pursuant to a writing, signed by an authorizec representative of GE, which identifies such information and addresses its confidentiality. Packet Page -364- 1/14/2014 11 .C. GEIP - EULA- 091211 GE intelligent Platforms, Inc. ("GE") End User License Agreement YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE OPENING THIS PACKAGE OR SIGNIFYING YOUR ACCEPTANCE BY CLICKING THE APPROPRIATE DIALOG BOX. OPENING THIS PACKAGE OR CLICKING THE APPROPRIATE DIALOG BOX CR USING ANY PART OF THE SOFTWARE SIGNIFIES YOUR ACCEPTANCE AS'CUSTOMER"OF THESE TERMS AND CONDITIONS, IF YOU DO NOT AGREE WITH THEM, YOU SHOULD PROMPTLY RETURN THE PACKAGE UNOPENED AND UNUSED ALONG WITH ANY OTHER ITEM THAT WAS INCLUDED IN THE SAME CATALOG NUMBER FOR FULL CREDIT. • 1. DEFINITIONS 1.1 "Application Software" shall mean those portions of the Licensed Software, in object code form only, created by GE. 1.2 "Designated Computer" shall mean the one (1) computer upon which Customer shall run the Licensed Software. 1.3 'Third Party Software' snail mean software, including but not limited to operating systems, owned or licensed by a third party that is supplied to Customer by GE. 1.e "Licensed Software" shall mean the Application Software plus any other software (including Third Party Software). in Deject cope form only, suopiied by GE pursuant to this Agreement. If nc operating system software is included in the software provided under this Agreement, Customer must make provision for any required operating system software licenses. 2. LICENSE 2.1 Except as provided in Section 2.2 below, Customer is granted only a personal, non-transferable, nonexclusive license tc install and use one copy of the Licensed Software only on the Designated Computer. Customer may make one copy of the Licensed Software in machine readable form for backup purposes in support of Customer's use of the Licensed Software on the Designated Computer. No other copies shall be made unless authorized in writing by GE. Customer may not modify, reverse compile or disassemble the software. The Licensed Software, comprising proprietary trade secret information of GE and/or its licensors, shall be held in confidence by Customer and protected from copying or disclosure to third parties, No title to the intellectual property is transferred. Customer must reproduce and always include all applicable ccpyrieht notices and proprietary markings on any copy. Customer hereby acknowledges and agrees that any Licensed Software that is embedded within GE hardware, shall be used, redistributed and/or resole only to the extent permissible under this Agreement and only embedded within the GE hardware with which it was provided. 2.2 If Customer is an authorized GE distributor or an Original Equipment Manufacturer or a system provider who incorporates the Licensed Software into its equipment or system for sale to an end user, or if Customer uses the Licensed Software to create redistributables, Customer may only transfer the Licensed Software to an end user provided that the end user agrees to be bound by the provisions of this Agreement. Customer snail use its best efforts to enforce its agreement with customers made in accordance with this section. and shall promptly report any violation or suspected vio,ation to GE. 2,3 All rights and penefits afforded to GE under this Agreement shall apply equally to the owner of the Third Party Software and its licensors (collectively, the "Third Parties") with respect to the Third parry Software. The Third Parties are intended third party beneficiaries of this Agreement. The provisions of this Agreement relating to the Licensed Software, as the same incorporate Third Party Software, are made expressly for the benefit of, and are enforceabie by, the Third Parties. The Third Parties retain title to the Third Party Software. Unless the Third Parties extend a pass-through warranty covering the Third Party Software to Customer, all Third Party Software is provided "AS IS" without warranty of any kind, and the Third Parties disclaim all warranties, either express or implied, including but not limited to the implied warranties of merchantability, title, non-infringement or fitness for a particular purpose with regard to the Third Party Software. The Third Parties shall not have any liability for special, indirect, punitive, incidental or consequential damages. 2 4 EXCEPT AS PROVIDED IN SECTION 2.2 ABOVE, IF CUSTOMER TRANSFERS POSSESSION OF ANY COPY OF THE LICENSED SOFTWARE TO ANOTHER PARTY WITHOUT WRITTEN CONSENT OF GE, THIS LICENSE IS AUTOMATICALLY TERMINATED. Any attempt otherwise to sublicense, assign or transfer any of the hat,. duties or obligations hereunder is void. 2.5 If the Licensed Software or associated documentation is provided to any U.S. Government entity. unit. or agency, the restrictions set forth at section 52227-19,c) ("Commercial computer software - restricted rights") of the Federal Acquisition Regulations (FARs) shall apply. If the Licensed Software or associated documentation is provieec to the U.S. Government, Department of Defense (DOD), or any entity, unit, or agency Packet Page -365- 1/14/2014 11 .C.- thereof, the restrictions set forth at section 252.227-7015 ("Technical Data - Commercial Items") and section 252.227-7013(c)(1) ("Technical Data - Restricted Rights") of the DOD FAR Supplement (DFARS) shall also apply. 3. WARRANTY 3.- GE warrants that the Application Software will be in substantial conformance with the manual pertaining thereto as of the date of shipment by GE. If, within ninety (90) days of date of shipment it is shown that the Application Software does not meet this warranty, GE will, at its option, either correct the defect or error in the Application Software, free of charge, or make available to Customer satisfactory substitute software, or, if none of the foregoing is reasonably available, return to Customer all payments made as license fees and terminate the license with respect to the Application Software affected. GE does not warrant that operation of the Application Software will be uninterrupted or error free or that it will meet Customers needs. All other portions of the Licensee Software are provided "as.s"without warranty cf any kind. 3.2 GE warrants that the media on which the Application Software is delivered will be free from defects in material or workmanship under normal use and service for a period of ninety (90) days from the date of delivery. If any defects are discovered in the media and reported by Customer within ninety (90) Bays after delivery, GE shall, at no cost to Customer. upon return of media to GE, replace the media and deliver to Customer a new and complete copy of the Application Software. 3.3 Any modification to the Licensed Software by the Customer without the express written consent of GE shall void the warranty. 3,4 WITH RESPECT TO THE SOFTWARE WHICH IS THE SUBJECT OF THIS AGREEMENT, THE FOREGOING WARRANTIES .ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED OR STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY. NO WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE SHALL APPLY. 4. LIMITATION OF LIABILITY 4.1 IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE SHALL GE OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL. INCIDENTAL, CONSEQUENTIAL; PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUE, LOSS OF USE OF THE LICENSED SOFTWARE OR ANY PART THEREOF OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES. SERVICES OR REPLACEMENT POWER, DOWN TIME COSTS, OR CLAIMS OF CUSTOMER'S CUSTOMERS AND TRANSFEREES FOR SUCH DAMAGES EVEN IF GE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 4.2 EXCEPT AS PROVIDED IN SECTION 5, INDEMNITY, IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY. WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL GE'S LIABILITY TO CUSTOMER FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR RESULTING FROM THIS AGREEMENT, OR FROM ITS PERFORMANCE OR BREACH, OR FROM THE LICENSED SOFTWARE OR ANY PART THEREOF, OR FROM ANY SERVICE FURNISHED HEREUNDER, EXCEED THE FEES PAID BY CUSTOMER FOR THE LICENSED SOFTWARE. ALL SUCH LIABILITY SHALL TERMINATE UPON THE TERMINATION OF THE WARRANTY PERIOD AS SET FORTH IN SECTION 3. 4.3 if GE furnishes Customer with advice or other assistance which concerns Licensed Software or any portion thereof supplied hereunder or any system or equipment on which any such software may be installed and which is not required pursuant to this Agreement, the furnishing of such advice or assistance will not subject GE to any liability, whether in contract, indemnity, warranty, tort, (including negligence), strict liability, or otherwise. 4.4 The products to be licensed cr sold hereunder are not intended for use in any nuclear, chemical or weapons production facility or activity, or other activity where failure of the products could lead directly to death, personal injury or severe physical or environmental damage. If so used, GE disclaims all liability for any damages arising as a result of the hazardous nature of the business in question, including but not limited to nuclear, chemical or environmental damage, injury or contamination, and Customer shall indemnify, hold harmless and defend GE, its officers, directors, employees ane agents against all such liability, whether based on contra;;, indemnity, warranty, tort (including negligence), strict liability, or otherwise, regardless of whether GE had knowledge of the possibility of sucr damages. The foregoing indemnification shall not constitute a waiver of sovereign immunity or extend the parties liability beyond the limits established in Section 768.25 of the Florida Statutes. Packet Page-366- , 1/14/2014 11 .C. INDEMNITY 5.1 GE warrants that the Application Software shall be delivered free of any rightful claim for infringement of any United States patent. copyright. trademark or trade secret. If notified promptly in writing and given authority, information and assistance. GE shall defend. or may settle, at its expense, any suit or proceeding against Customer so far as based on a claimed infringement which would result in a breach of this warranty and GE shall pay all damages and costs awarded therein against Customer due to such breach. In case the Application Software is in such suit held to constitute such an infringement and its use is enjoined, GE shall, at its expense and option. either procure for Customer the right to continued use, or replace same with a non-infringing product or part. or modify the Application Software so that it becomes non-infringing, or remove the software and refund the iicense charge pertaining thereto(less reasonable depreciation for any period of use)and any transportation costs separately pain by Customer. The foregoing states the entire liability of GE for patent, copyrignt, trademark and trade secret infringement by the Licensed Software or any part thereof. 5.2 The indemnity under the preceding paragraph shall not apply to any use of Application Software in conjunction with any other product in a combination not furnished by GE as a part of this transaction. As tc any such use in such combination, or any improper or unauthorized use, installation, cr operation of the Application Software. GE assumes no liability whatsoever for patent, copyright, trademark or trade secret infringement and Customer will hold GE harmless against any infringement claims arising therefrom (including, but not limited to reasonable attorney's fees). The foregoing indemnification shall not constitute a waiver of sovereign immunity or extend the parties liability beyond the limits established in Section 768.28 of the Florida Statutes. 6. TERM AND TERMINATION 6.1 Customer may terminate the license granted hereunder at any time by destroying the Licensed Software together with all copies thereof and notifying GE in writing that all use of the Licensed Software has ceased and that the Licensed Software has been destroyed. 6.2 GE, upon thirty (30) days notice, may terminate this Agreement and/or any license hereunder if Customer fails to perform any obligation or undertaking to be performed by it under this .Agreement or if Customer attempts to assign this Agreement without the prior written consent of GE. Within twenty (20) days after any such termination of this Agreement, Customer snail certify in writing tc GE that all use of the Licensed Software or the affected portion thereof has ceased, and that the Licensed Software or portion thereof has been -eturned or destroyed, in accordance with GE's instructions 6.3 Sections 4. 5 and 7 of this Agreement shall survive any expiration or termination and remain in effect. Termination of this Agreement or any license hereunder shall not relieve Customer of its obligation to pay any and all outstanding charges Hereunder nor entitle Customer to any refund of such charges previously peid 7 EXPORT If Customer intends to export (or reexport), directly or indirectly. the software products or technical data reiating thereto supplied hereunder or any portion thereof. it is Customer's responsibility to assure compliance with U.S. and any other applicable governmental export control laws and, if appropriate, to secure any required export licenses or approvals in Customers own name. Customer is also responsible for the accuracy and completeness of any information or certification Customer provides for purposes of export control compliance a. PAYMENT TERMS All quoted charges arising pursuant to this Agreement are due upon delivery of the Licensed Software or any hardware delivered as part of the same Customer order(whichever is earlier)to which such charges pertain and shall be paid in accordance with Section 218.70, Fla. Stets., otherwise known as the "Local Government Prompt Payment Act.". Prices quoted are exclusive of all sales, use, and excise taxes (and any other assessments in the nature of taxes however designated). Customer shall pay all import duties and registration fees and all sales, use and excise taxes and any other assessments in the nature of taxes however designated) arising from the licensing of the Licensed Software hereunder, exclusive of taxes based on GE's net income Collier County, Florida as a political subdivision of the State of Florida, is exempt from payment of Florida sales tax to its • encors under Chapter 212. Florida Statutes Certificate of Exemption#21-07-019955-530. 9. FORCE MAJEURE GE shall not be responsible for failures to fulfill its obligations under this Agreement due to causes beyonc its control. 10 GOVERNING LAW This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of law provisions. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this.Agreement. ee Packet Page -367- EN. 1/14/2014 11.0.- 11. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement with respect to the subject matter hereof and supersedes all proposals, oral or written, all .previous negotiations and all other communications between the parties with respect to the subject matter hereof. These terms and conditions shall prevail, notwithstanding any different. conflicting, or additional terms and conditions that may appear on any purchase order or other instrument su omitted by Customer. Deviation from these terms anc conditions are not valid unless confirmed in wnting by an authorized representative of GE. The invalidity of any porticn of this Agreement shall not affect the remainder of this Agreement. CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. CUSTOMER FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN CUSTOMER AND GE AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN,AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. FURTHER. NO CHANGE OR AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS AGREED TO BY WRITTEN INSTRUMENT SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF GE AND CUSTOMER. Should you have any questions concerning this Agreement, you may contact GE by contacting: Legal Department, GE Intelligent Platforms, 2500 Austin Drive, Charlottesville, VA 22911 or 1-800-433-2562. Packet Page-368-