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#19-7456 (Miles Partnership, LLP) HOSTING SERVICE AGREEMENT for #18-7456 WEBSITE SERVICES THIS AGREEMENT, made and entered into on this` day of , 20 ICI , by and between Miles Partnership, LLP authorized to do business in the S�Florida, whose business address is 6751 Professional Parkway, W., Suite 200, Sarasota, FL 34240, (the "Contractor" or "Miles") and Collier County, a political subdivision of the State of Florida, (the "County"), collectively referred to as "Parties." WITNESSETH: WHEREAS, the County desires to obtain the professional services of the Contractor resulting from the County's solicitation#18-7456, incorporated herein as reference, said services being more fully described in Exhibit A, "Statement of Work," which is attached hereto and incorporated herein; and WHEREAS, the Contractor has submitted a proposal for provision of those services and is more fully described in Exhibit A, "Statement of Work," which is attached hereto and incorporated herein; and WHEREAS, the Contractor represents that it has expertise in the type of services that will be required. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS 1.1 Board. The Board of County Commissioners of Collier County, Florida. 1.2 Business hours or business day. 7 a.m. to 7 p.m. Eastern Time during weekdays that are not County holidays and on which County has not otherwise declared its offices closed. 1.3 Documentation. All manuals, user documentation, specifications, and other related materials pertaining to the Software or System that Contractor customarily furnishes to licensees or purchasers of the goods and services covered by this Agreement. 1.4 Hosting Services. All services required of Contractor under this Agreement, including as set forth in Exhibit A, to ensure that the Software is available to County and third-party users over the Internet consistent with the terms of this Agreement. Except as may be limited by Exhibit A, these services include: all required programming or modification/configuration of the Software to meet County's ongoing needs; integration, customization, enhancements, or modifications to the Software; development or consulting activities; and training or project management. Page 1 of 43 .CAS) 1.5 Software. All proprietary or third-party software or other intellectual property rights, including the Documentation, provided or licensed to County or third-party users pursuant to this Agreement, including the computer programs (in machine readable object code form) listed in Exhibit A and any subsequent updates, upgrades, releases, or enhancements thereto developed by Contractor during the term of this Agreement. 1.6 Support and Maintenance Services. The support and maintenance services required for County to achieve and maintain optimal performance of the Software, including as further described in Exhibit E. 1.7 System. Contractor's Software and Hosting Services provided pursuant to this Agreement that will be accessible to County and third-party users through the Internet, as described in this Agreement including the Exhibits hereto. ARTICLE 2. EXHIBITS The following exhibits are attached hereto and incorporated into this Agreement: Exhibit A Statement of Work Exhibit B Fee Schedule Exhibit C Support and Maintenance Services Exhibit D Service Level Agreement If there is a conflict or inconsistency between any provision contained in Articles 1- 13 and any provision contained in any of the Exhibits, the provision of Articles 1- 13 shall prevail and be given effect unless expressly stated to the contrary. ARTICLE 2. SERVICES 3.1 Statement of Work. Contractor shall perform all work specified in this Agreement inclusive of the Exhibits. Unless stated otherwise in this Agreement, the work required of Contractor includes all labor, materials and tasks, whether or not enumerated in the Agreement, that are such an inseparable part of the work expressly stated in the Agreement that exclusion thereof would render Contractor's performance impractical, illogical, or unconscionable. 3.2 License. Contractor grants to County a perpetual, royalty-free, nonexclusive license, with no geographical limitations, for an unlimited number of users, to the Software and System including to any embedded third party software within the System or required to operate or access the Software or use the System, for use solely for County governmental and business purposes, including on- and off-site access and use of the Software and use by authorized third party users, including those persons or entities with which County may contract to operate the Software, and for the benefit of and use by all governmental entities within the County, including the offices of the County constitutional officers. Page 2 of 43 1 3.2.1 Authorized Users and Additional Licenses. Unless otherwise stated in Exhibit A (Statement of Work), County and any of its employees, agents, or suppliers of services shall have the right to concurrently operate and use the Software and System for County governmental or business purpose. If anything, less than unlimited, concurrent use is expressly provided under this Agreement and additional licenses may be required, County's Procurement Director is authorized to execute an Amendment to purchase additional licenses for the fee specified in Exhibit B. 3.2.2 Additional Uses. County may, if required by reason of an emergency, disaster, or operational need, or for testing of recovery resources, temporarily use the Software on recovery resources at no additional cost, including recovery resources that may not be owned by County. County may, at no additional cost, copy the Software for backup and archiving purposes for the purposes of support or maintenance by County or others hired by County to provide such support or maintenance. 3.2.3 Prohibited Uses. Except as otherwise provided for in this Agreement or required under Florida law, County shall not reproduce, publish, or license the Software to others. County shall not modify, reverse engineer, disassemble, or decompile the Software or any portion thereof, except(a)to the extent expressly authorized in Exhibit A, in which event such authorized actions shall be deemed within the license grant of Section 3.2, or (b) to the extent permitted under any applicable open source license. 3.3 Hosting, Support and Maintenance Services. Contractor shall provide County with the Hosting Services as set forth in this Agreement in accordance with the Statement of Work set forth in Exhibit A. For the duration of this Agreement, Contractor and the Hosting Services shall comply with the Service Level Agreement set forth in Exhibit D. Hosting Services shall be invoiced and paid in accordance with the Fee Schedule set forth in Exhibit B. Contractor will provide County with Support and Maintenance Services as set forth in Exhibit C. 3.3.1 Updates, Upgrades and Releases. For the full term of this Agreement, Contractor shall promptly provide to County, with advance notice and at no additional cost, any and all updates (including error corrections, bug fixes, security updates, and patches), upgrades, or new releases to the Software, including all that Contractor has made available to other licensees of all or part of the Software licensed pursuant hereto. All such updates, upgrades, and new releases shall remain the sole property of Contractor and shall be deemed to be included within the scope of the license granted under this Agreement. 3.3.2 Compatibility. For the full term of this Agreement, Contractor will ensure the continued compatibility of the Software with all major releases, updates, or upgrades of any third- party software used by County for access or operation of the Software or the System. In the event Contractor is not be able to support any third-party software update, upgrade, or new release that changes major functionality and is not backwards compatible with the System, Contractor shall use all reasonable efforts to resolve such issues and to provide optimal functionality of the System in accordance with this Agreement. If Contractor is unable to provide continued optimal functionality of the System in accordance with this Agreement due to any third- party software release, update, or upgrade, County shall be entitled to terminate the Agreement upon written notice with no further obligation to Contractor. Page 3 of 43 3.3.3 Software Enhancements or Modifications. If requested by County, Contractor shall incorporate certain features and enhancements into the licensed Software, and the source code for those features and enhancements shall be provided to and be the property of County. Any such request shall be formalized into a Statement of Work that shall define in detail the services to be performed, the financial terms, and the proposed project staffing and schedule. Any such Statement of Work shall be incorporated into a Work Authorization, to the extent permitted by Section 3.5 below, or an amendment to this Agreement. ARTICLE 4. TERM AND TIME OF PERFORMANCE 4.1 Term. The Agreement shall be for a three (3) year period, commencing upon the date of Board approval and terminating on three (3) years from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. 4.2 Renewal Term. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional one (1) year periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. 4.3. Extension Term. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 4.4 Schedule. The Contractor shall commence the work upon issuance of a Purchase Order. ARTICLE 5. SERVICES 5.1 The Contractor shall provide services in accordance with the terms and conditions of Request for Proposal (RFP) # 18-7456, including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. The Contractor shall also provide services in accordance with Exhibit A — Statement of Work attached hereto. 5.2. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. Page 4 of 43 ARTICLE 6. COMPENSTATION 6.1 The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 6.1.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 6.1.1 Price Methodology (as selected below): Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 6.1.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. 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. ARTICLE 7. DELIVERY, TESTING AND ACCEPTANCE 7.1 Software. Unless otherwise stated in Exhibit A, Contractor shall, within seven (7) days after the Effective Date, make the Software and System available to County in electronic files unless otherwise requested by County. All County license keys, usernames, and passwords shall be authenticated by Contractor and perform according to Exhibit A (Statement of Work). 7.2 Hosting Services. Contractor shall complete all Hosting Services required in connection with the implementation, access, and use of the Software and System as provided in Exhibit A. The Hosting Services shall meet or exceed the standards and requirements set forth in the Service Level Agreement for the duration of the Agreement. Page 5 of 43 CAO 7.3 Documentation. Contractor shall deliver copies of the Documentation to County within seven (7) days of the Effective Date, and thereafter shall promptly provide any updated Documentation as it becomes available during the term of this Agreement. Contractor represents and warrants that the Documentation is sufficiently comprehensive and of sufficient quality to enable a competent user to operate the System efficiently and in accordance with Exhibit A. County has the right to copy and modify the Documentation as it deems necessary for its own internal use. 7.4 Final Acceptance Testing. Within thirty (30) days following completion of installation and integration of the Software, County shall test the Software to determine whether the Software: (i) properly functions with any applicable operating software; (ii) provides the capabilities stated in this Agreement and the Documentation; and (iii) if applicable, meets the acceptance criteria stated in the Statement of Work. In the event of a conflict between the Documentation and the acceptance criteria stated in the Statement of Work, the Statement of Work shall prevail. 7.4.1 The testing period shall commence on the first business day after Contractor informs County in writing that it has completed the Services required to be performed prior to testing and that the Software is ready for testing and shall continue for a period of up to thirty (30) days. 7.4.2 During the testing period, County may notify Contractor in writing of any error or defect in the Software so that Contractor may make any needed modifications or repairs. If Contractor so elects in writing, testing will cease until Contractor resubmits for Final Acceptance testing, at which time the testing period shall be reset to that of a first submission for testing. 7.4.3 County shall notify Contractor in writing of its Final Acceptance or rejection of the Software, or any part thereof, within fifteen (15) days after the end of the testing period, as same may be extended or reset. If County rejects the Software, or any part thereof, County shall provide notice identifying the criteria for Final Acceptance that the Software failed to meet. Following such notice, Contractor shall have thirty (30) days to (a) modify, repair, or replace the Software or any portion thereof, or (b) otherwise respond to County's notice. If Contractor modifies, repairs, or replaces the Software or portion thereof, the testing period shall re-commence consistent with the procedures set forth above in this Section 6.4. 7.4.4 In the event Contractor fails to remedy the reason(s) for County's rejection of the Software, or any part thereof, within ninety (90) days after County's initial notice of rejection, County may elect, in writing, to either accept the Software as it then exists or to reject the Software and terminate the Agreement. If County elects to reject the Software and terminate the Agreement, all sums paid by County under the Agreement shall be reimbursed to County by Contractor within fifteen (15) days after such election is made. If County elects to accept the Software as it then exists (partial acceptance), Contractor shall continue to use its best efforts to remedy the items identified in the applicable notice of rejection. If, despite such continuing best efforts, Contractor fails to remedy the issue(s) identified by County within a reasonable time as determined by County, then County shall be entitled to deduct from future sums due under the Agreement the value of the rejected portion of the Software as mutually determined by the Parties. If the Parties cannot agree upon such value, County shall have the right to reject the Software and terminate the Agreement on the terms stated above in this paragraph. Page 6 of 43 ARTICLE 8. PROTECTION OF SOFTWARE AND PROPRIETARY RIGHTS 8.1 County Proprietary Rights. Contractor acknowledges and agrees that County retains all rights, title and interest in and to all materials, data, documentation and copies thereof furnished by County to Contractor hereunder, including all copyright and other proprietary rights therein, which Contractor as well as its employees, agents, subconsultants, and suppliers may use only in connection with the performance of Services under this Agreement. All rights, title, and interest in and to certain ideas, designs and methods, specifications, and other documentation related thereto developed by Contractor and its subconsultants specifically for County (collectively, "Developed Works") shall be and remain the property of County. Accordingly, neither Contractor nor its employees, agents, subconsultants, or suppliers shall have any proprietary interest in such Developed Works. The Developed Works may not be utilized, reproduced, or distributed by or on behalf of Contractor, or any employee, agent, subconsultants, or supplier thereof, without the prior written consent of County, except as required for Contractor's performance hereunder. 8.2 Ownership. Except for custom work products, if any, County acknowledges that all copies of the Software (in any form) provided by Contractor are the sole property of Contractor. County shall not have any right, title, or interest to any such Software or copies thereof except as expressly provided in this Agreement and shall take all reasonable steps to secure and protect all Software consistent with maintenance of Contractor's proprietary rights therein. ARTICLE 9. CONFIDENTIAL INFORMATION, SECURITY AND ACCESS 9.1 COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to: Section 508 of the Rehabilitation Act (29 U.S.C. § 794d), WCAG 2.0 compliance, Collier County CMA #5401, Information Systems Procurement and Lifecycle Management, as amended, F.S. §501.171 Security of Confidential Personal Information, 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 the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)- (b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Page 7 of 43 Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor 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 immediately. 9.1.1 Upon completion or termination of this Agreement, transfer to County, at no cost, all public records in possession of Contractor or keep and maintain public records required by County to perform the services, If Contractor transfers the records to County, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt. If Contractor keeps and maintains public records, Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to County upon request in a format that is compatible with the information technology systems of County. The failure of Contractor to comply with the provisions of this section shall constitute a material breach of this Agreement entitling County to exercise any remedy provided in this Agreement or under applicable law. Page 8 of 43 9.1.2 Contractor Confidential Information. Contractor represents that the Software contains proprietary products and trade secrets of Contractor. Accordingly, to the full extent permissible under applicable law, County agrees to treat the Software as confidential in accordance with this article. Any other material submitted to County that Contractor contends constitutes or contains trade secrets or is otherwise exempt from production under Florida public records laws, including Florida Statutes Chapter 119, ("Trade Secret Materials") must be separately submitted and conspicuously labeled "EXEMPT FROM PUBLIC RECORD PRODUCT -TRADE SECRET." In addition, Contractor must, simultaneous with the submission of any Trade Secret Materials, provide a sworn affidavit from a person with personal knowledge attesting that the Trade Secret Materials constitute trade secrets under Florida Statutes Section 812.081 and stating the factual basis for same. In the event that a third party submits a request to County for records designated by Contractor as Trade Secret Materials, County shall refrain from disclosing the Trade Secret Materials, unless otherwise ordered by a court of competent jurisdiction or authorized in writing by Contractor. Contractor shall indemnify and defend County and its employees and agents from any and all claims, causes of action, losses, fines, penalties, damages, judgments, and liabilities of any kind, including attorneys' fees, litigation expenses, and court costs, relating to the non-disclosure of the Software or any Trade Secret Materials in response to a records request by a third party. 9.3 County Confidential Information. 9.3.1 All Developed Works and other materials, data, transactions of all forms, financial information, documentation, inventions, designs, and methods that Contractor obtains from County in connection with the services performed under this Agreement, that are made or developed by Contractor in the course of the performance of the Agreement, or in which County holds proprietary rights, constitute County Confidential Information. 9.3.2 All County-provided employee information, financial information, and personally identifiable information for individuals or entities interacting with County {including, without limitation, social security numbers, birth dates, banking and financial information, and other information deemed exempt or confidential under state or federal law) also constitute County Confidential Information. 9.3.3 County Confidential Information may not, without the prior written consent of County, or as otherwise required by law, be used by Contractor or its employees, agents, subconsultants, or suppliers for any purpose other than for the benefit of County pursuant to this Agreement. Neither Contractor nor its employees, agents, subconsultants, or suppliers may sell, transfer, publish, disclose, display, license or otherwise make available to any other person or entity any County Confidential Information without the prior written consent of County. 9.3.4 Contractor expressly agrees to be bound by and to defend, indemnify and hold harmless County and its officers and employees from the breach of any federal, state or local law by Contractor or its employees, agents, subconsultants, or suppliers regarding the unlawful use or disclosure of County Confidential Information. Page 9 of 43 9.3.5 Upon expiration or termination of this Agreement, or as otherwise demanded by County, Contractor shall immediately turn over to County all County Confidential Information, in any form, tangible or intangible, possessed by Contractor or its employees, agents, subconsultants, or suppliers. 9.4 Maintenance of Confidential Information. Each party shall advise its employees, agents, subconsultants, and suppliers who receive or otherwise have access to the other party's Confidential Information of their obligation to keep such information confidential and shall promptly advise the other party in writing if it learns of any unauthorized use or disclosure of the other party's Confidential Information. In addition, the Parties agree to cooperate fully and provide all reasonable assistance to ensure the confidentiality of the other party's Confidential Information. 9.5 Security and Access. Any access by Contractor to any aspect of the County's network must comply at all times with all applicable County access and security standards, as well as any other or additional restrictions or standards for which County provides written notice to Contractor. Contractor will provide any and all information that County may reasonably request in order to determine appropriate security and network access restrictions and verify Contractor's compliance with County security standards. If at any point in time County, in the sole discretion of its Information Technology Director, determines that Contractor's access to any aspect of the County's network presents an unacceptable security risk, County may immediately suspend or terminate Contractor's access and, if the risk is not promptly resolved to the reasonable satisfaction of the County's Chief Information Officer, may terminate this Agreement or any applicable Work Authorization upon ten (10) business days' notice (including, without limitation, without restoring any access to the County network to Contractor). 9.6 Data and Privacy. Contractor shall comply with all applicable data and privacy laws and regulations, including without limitation the Florida Information Protection Act of 2014, Florida Statutes Section 501.171, and shall ensure that County data transmitted or stored in the System is not transmitted or stored outside the continental United States. Contractor may not sell, market, publicize, distribute, or otherwise make available to any third party any personal identification information (as defined by Florida Statutes Section 817.568 or Section 817.5685 that Contractor may receive or otherwise have access to in connection with this Agreement, unless expressly authorized in advance by County. If and to the extent requested by County, Contractor shall ensure that all hard drives or other storage devices and media that contained County data have been wiped in accordance with the then-current best industry practices, including without limitation DOD 5220.22-M, and that an appropriate data wipe certification is provided to the satisfaction of the County Contract Administrative agent. 9.7 Injunctive Relief. The Parties represent and agree that neither damages nor any other legal remedy is adequate to remedy any breach of this article, and that the injured party shall therefore be entitled to injunctive relief to restrain or remedy any breach or threatened breach. 9.8 Survival. The obligations under this Article 9 shall survive the termination of this Agreement or of any license granted under this Agreement. Page 10 of 43 0 ARTICLE 10. WARRANTIES 10.1 Ownership. Contractor represents and warrants that it is the owner of all right, title, and interest in and to the Software, that it has the right to grant to County the rights and the licenses granted under this Agreement, and that it has not knowingly granted rights or licenses to any other person or entity that would restrict rights and licenses granted hereunder, except as may be expressly stated herein. 10.2 Limited Warranty. For the full term of this Agreement, Contractor represents and warrants to County that the Software and System, will perform substantially as described in the Documentation and in the Statement of Work (Exhibit A). This warranty does not cover any failure of the Software or System resulting from (a) use of the Software or System in a manner other than that for which it was intended; (b) any modification of the Software or System by County that is not authorized by Contractor; or (c) County's provision of improperly formatted data to be processed through the Software or System. 10.3 Warranty Regarding Viruses and PCI Compliance. Contractor further represents, warrants, and agrees that the Software is free from currently-known viruses or malicious software (at the time the Software and any subsequent version thereof is initially made available to County), and that Contractor has and will continue, for the full term of this Agreement, to use commercially reasonable security measures to ensure the integrity of the Software and System from data leaks, hackers, denial of service attacks, and other unauthorized intrusions. If the Software will accept, transmit or store any credit cardholder data, Contractor represents and warrants that the Software complies with the most recent of the Security Standards Council's Payment Card Industry ("PCI") Payment Application Data Security Standard. 10.4 Intellectual Property Warranty. Contractor represents and warrants that at the time of entering into this Agreement, no claims have been asserted against Contractor (whether or not any action or proceeding has been brought) that allege that any part of the Software or System infringes or misappropriates any patent, copyright, mask copyright or any trade secret or other intellectual or proprietary right of a third party, and that Contractor is unaware of any such • potential claim. Contractor also agrees, represents and warrants that the Software and System to be provided pursuant to this Agreement will not infringe or misappropriate any patent, copyright, mask copyright, or any trade secret or other intellectual or proprietary right of a third party. 10.5 Quality of Performance and Materials. Contractor represents and warrants that all services provided under this Agreement will be performed by a person duly qualified and sufficiently experienced to perform such services and, where required, licensed by all appropriate governmental authorities in the applicable area(s). Contractor agrees that all services under this Agreement shall be performed in a skillful and respectful manner, and that the quality of all such services shall meet or exceed prevailing industry and professional standards for such services. Contractor represents and warrants that all materials, equipment, and products furnished pursuant to this Agreement shall be of good quality and free from defective or inferior workmanship; any items found not to be in conformance with the foregoing and with the applicable specifications (if any) in Exhibit A shall be replaced by Contractor at no additional cost to County. If requested by County's Contract Administrator, Contractor shall Page 11 of 43 develop and utilize a quality assurance plan approved by County to ensure the appropriate quality of the work and materials provided under this Agreement. 10.6 Remedy. In the event of written notice from County of a breach of any representation or warranty stated in this Article 10, Contractor will, at no charge to County, promptly correct the breach by either (a) correcting or updating the Software or System, or (b) providing to County other measures that correct the breach. In addition, upon notice from County of any error or defect in the Software or System, Contractor will immediately provide to County any known methods of operating the Software or System in a manner that eliminates the practical adverse effects of the error or defect. If Contractor is unable to correct a material breach of this article within a reasonable period of time not to exceed fifteen (15) business days, County shall be entitled to cancel the Agreement and receive a full refund of all amounts paid to Contractor. In the event of any Software replacement, the Software as replaced will be warranted as provided above. The remedies in this section are in addition to any other rights and remedies County may have under this Agreement or applicable law. ARTICLE 11. INDEMNIFICATION AND LIMITATION OF LIABILITY 11.1 Indemnification. To the maximum extent permitted by Florida law, the Contractor shall defend, 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 Contractor, 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 Contractor or anyone employed or utilized by the Contractor 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. 11.1.1 The duty to defend under this Article 11 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, 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 Contractor. Contractor's obligation to indemnify and defend under this Article 11 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 11.2 Limitation of Liability. Neither Contractor nor County shall be liable to the other party for any damages under this Agreement that exceed the largest of the following amounts: (a) $100,000; (b) twice the maximum compensation amount specified in Section 5.1 and 6.1, as referenced in Exhibits A and B; or (c) the amount of insurance Contractor is required to provide under Article 11. Neither party shall be liable for the other party's special, indirect, punitive, or consequential damages (including damages resulting from lost data or records other than costs incurred in the recovery thereof), even if the party has been advised that such damages are Page 12 of 43 possible, or for the other party's lost profits, lost revenue, or lost institutional operating savings. These limitations of liability shall not apply to (i) any Claim resulting from Contractor's actual or alleged disclosure of County Confidential Information or resulting from an actual or alleged data breach in violation of applicable law, (ii) any Claim resulting from an actual or alleged infringement of any interest in any Software or other intellectual property, or (iii) any indemnification obligation under this Agreement. 11.3 Infringement Remedy. If any Software or System or portion thereof is finally adjudged to infringe, or in Contractor's opinion is likely to become the subject of such a Claim, Contractor shall, at County's option, either: (i) procure for County the right to continue using the Software or System; (ii) modify or replace the Software or System to make it noninfringing; or (iii) refund to County all fees paid under this Agreement. Contractor shall have no liability regarding any infringement claim caused by any County modification of the Software or System not specifically authorized in writing by Contractor. ARTICLE 12. INSURANCE 12.1 Insurance. The Contractor 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 Contractors; 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 $1,000,000 for each accident. D. Cyber Liability: Coverage shall have minimum limits of$1,000,000 per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non- contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Page 13 of 43 Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. ARTICLE 13. TERMINATION 13.1 Termination. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor 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. ARTICLE 14. MISCELLANEOUS 14.1 Sales Tax. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 14.2 Notices. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Miles Partnership, LLP Address: 6751 Professional Parkway, W., Suite 200 Sarasota, FL 34240 Authorized Agent: David Burgess, President Attention Name & Title: Nate Huff, Senior Vice President Telephone: 941-342-2367 E-Mail(s): Nate.Hubb(MilesPartnership.corn Page 14 of 43 S All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Jack Wert Division Name: Tourism Address: 2660 N. Horseshoe Drive, Suite 105 Naples, Florida 34104 Administrative Agent/PM: Jack Wert Telephone: 239-252-2402 E-Mail(s): Jack.Wert(a7colliercountyfl.gov The Contractor 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. 14.3 No Partnership. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 14.4 Public Entity Crime. By its execution of this Agreement, the Contractor acknowledges to comply with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a public entity crime. 14.5 No Improper Use. The Contractor 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 Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor 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 Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 14.6 No Discrimination. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 14.7 Agreement Administration. This Agreement shall be administered on behalf of the County by the Tourism Division. 14.8 Conflict of Interest. Contractor 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. Contractor further represents that no persons having any such interest shall be employed to perform those services. Page 15 of 43 14.9 Component Parts of This Agreement. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), Exhibit A Statement of Work, Exhibit B Fee Schedule, Exhibit C Support and Maintenance Services, Exhibit D Service Level Agreement, RFP#18-7456, including Exhibits, Attachments and Addenda/Addendum. 14.10 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. 14.11 Prohibition of Gifts to County Employees. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 14.12 Offer Extended to Other Governmental Entities. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 14.11 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. 14.12 Additional Items/Services. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 14.13 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 Contractor 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 Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Page 16 of 43 14.14 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. 14.15 Agreement Staffing. The Contractor's personnel and management to be utilized for this Agreement 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 Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 14.16 Order of Precedence. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. 14.17 Assignment. Contractor 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 Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 14.18 Security. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e- mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. Page 17 of 43 0 14.19 Rights in Documents and Work. Any and all reports, photographs, surveys, and other data and documents provided or created in connection with this Agreement shall be and remain the property of County and, if a copyright is claimed, Contractor hereby grants to County a nonexclusive perpetual license to use the copyrighted item(s), to prepare derivative works, and to make and distribute copies to the public. In the event of termination or expiration of this Agreement, any reports, photographs, surveys, and other data and documents prepared by Contractor, whether finished or unfinished, shall become the property of County and shall be delivered by Contractor to the Contract Administrator within seven (7) days of termination or expiration of this Agreement by either party. 14.20 Audit Right and Retention of Records. County shall have the right to audit the books, records, and accounts of Contractor and its subcontractors that are related to this Agreement. Contractor and its subcontractors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Agreement and performance thereunder. All books, records, and accounts of Contractor and its subcontractors shall be kept in written form, or in a form capable of conversion into written form within a reasonable time, and upon request to do so, Contractor or its subcontractor, as applicable, shall make same available at no cost to County in written form. Contractor and its subcontractors shall preserve and make available, at reasonable times within Collier County for examination and audit by County, all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for a minimum period of three (3) years after expiration or termination of this Agreement or until resolution of any audit findings, whichever is longer. County reserves the right to conduct such audit or review at Contractor's place of business, if deemed appropriate by County, with seventy-two (72) hours' advance notice. 14.21 Amendments. No modification or amendment to this Agreement shall be effective unless it is in writing and executed by authorized representatives of each party. Without limiting the foregoing, the terms of this Agreement shall prevail over and against any additional or contrary terms and conditions in any format or medium whatsoever including, without limitation, shrinkwrap, click-through, or terms and conditions associated with any upgrade, update, release, patch, or other modification of the Software, unless expressly agreed to in writing by an amendment hereto executed by authorized representatives of each party. 14.22 Prior Agreements. This Agreement represents the final and complete understanding of the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous negotiations and discussions regarding that subject matter. There is no commitment, agreement, or understanding concerning the subject matter of this Agreement that is not contained in this written document. (Intentionally left blank-signature page to follow) Page 18 of 43 4C 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. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal Kinzel, Clerk of Courts & Comptroller.;`" Ce) ' _ , 040BY: :� L. �► By: , it V2 - . L. McDaniel, Jr., Cha an Dated: b CS .A14 Attest as to Chairman's signature only. Contractor's Witnesses: Contractor By: owls— Aor. A.diOr/1111P Contractor's First Witness Signature .1" t C PPvsD 'FvR“Ssr(-Fkr ssebear •r CEO TType/print sig ature and titleT TType. pri wi ess namel' t 1 Alta Contractors Seco t., Witness VZ ( TType/priirwitness namet A..roved as to F•r nd Legality: w.. Coun A`orney . /t Pr nt Name Page 19of43 1 4t �ii Exhibit A Statement of Work Naples, Everglades and Marco Island CVB Monthly and Annual Services Site Architecture, Data Collection & Management and Design - Account Management and Consulting Miles account management teams provide ongoing account management, strategy and consultation. Miles account team is available to support the County with new trends, technologies, next steps and platform growth. Miles will assist with the County's site analysis and special projects as requested by the County. Miles will continually discuss what the County's other ongoing needs may be, so Miles can analyze, optimize and evolve the Paradise Coast website and digital programs. Miles' account management team provides additional ongoing support in these key areas: • Identifying areas of challenge and opportunity and offer specific recommendations for improvement against these critical objectives defined for all Paradise Coast sites; • Advising Paradise Coast by strategically factoring in their benchmarks, KPIs and long-term goals; • Being available to support Paradise Coast in any applicable areas needed to ensure success, including working with partner agencies and in-market partners to strengthen communications and translate a united vision for ParadiseCoast.com; • Offering Q&A and consultation on "hot button issues" and support on industry award submissions; • Bringing current trends and research to Paradise Coast, keeping them in the know of industry trends and recent data findings; • Holding bi-weekly status updates and meetings reporting on actionable items, including the scheduling and coordination of these meetings and preparations of reports; and • Assisting with advertising and partner outreach support through Miles in-market representative who works with the County's partners to provide valuable visibility on the ParadiseCoast.Corn website and industry education. • Data is collected and verified at least annually in a seven-step process that includes email, fax, and multiple follow-up phone calls to ensure 100%verification of all records. • Listing information in the database is updated and maintained throughout the year. Vendor will provide a 24/7 system that gives local tourism businesses password-protected access to update their listing information and upload multimedia assets online. Page 20 of 43 • All data updates and changes are tracked within the system in a comprehensive report of who changed what and when for future accountability. This report is made available to the CVB on demand. • Collier County and the CVB will retain complete ownership of the data. Administration access to content, file uploads and blog postings must be available to the CVB for making changes and updates to the site. Monthly Hours: 18 hours monthly at$130 per hour Monthly Cost: $2,340 monthly Total Cost: $28,080 annually (Any additional services are billed at$130 per hour.) Site Architecture and Data Collection & Management Web Analytics Monthly Web Analytics and Reporting is designed to highlight critical metrics, and to clearly show trends and context—from which recommendations for changes can be made. Additional services include removal of bots and spam links to websites, new data-driven insights, comparatives for paid advertising campaigns, sitemap submissions and usage of data to support all other Paradise Coast programs. Paradise Coast will benefit from critical website monitoring and management services that include: • Enhanced reporting that includes a digital `Dashboard' through Sweetspot, which is already built and customized to Paradise Coast's goals. Adjustments can be made to this dashboard at any time. • Tracking, segmenting and interpreting site visitation statistics. • Optimizing content, site navigation, page layouts, forms and overall site effectiveness. • Coordination of monthly reporting calls with all Paradise Coast partners and preparation of the detailed reporting deck which is inclusive of key takeaways, action items and next steps and advisory time to review with the Paradise Coast team. • Assessing different media campaign impacts and measuring visitor demographics and behavior. • Year-to-date statistics and future campaigns will be integrated into reporting. • Communications with media vendors and assistance with media landing pages, opportunities and refinements. Page 21 of 43 CA() • Data is collected and verified at least annually in a seven-step process that includes email, fax, and multiple follow-up phone calls to ensure 100%verification of all records. • Listing information in the database is updated and maintained throughout the year. Vendor will provide a 24/7 system that gives local tourism businesses password-protected access to update their listing information and upload multimedia assets online. • All data updates and changes are tracked within the system in a comprehensive report of who changed what and when for future accountability. This report is made available to the CVB on demand. • Collier County and the CVB will retain complete ownership of the data. Miles will provide monthly reporting on website performance data, booking reports and email campaigns in addition to coordinating and leading the monthly partner reporting meeting. Annual site reports will be provided for all Paradise Coast sites. Administration access to content, file uploads and blog postings must be available to the CVB for making changes and updates to the site. Monthly Hours Estimate: 10 hours per month at$130 per hour Sweetspot Platform Monthly Cost: $200 monthly Monthly Cost: $1,500/month (includes Sweetspot Platform) Total Cost: $18,000 annually Site Architecture-SEO Services Miles will continue to maintain and update the County's target keyword opportunities lists (of up to 300 keywords) in BrightEdge, incorporating additions related to new content added to the site. Miles will continue to ensure that Paradise Coast has optimal integrations set up in BrightEdge including Google Webmaster Tools, Google Analytics and page groupings. Each month, Miles will provide SE0 support services based on this quarterly plan to include: • Pairing target keywords with corresponding content in BrightEdge. • Identifying where content is not ranking or optimized for target keywords and implementing on- page updates to title tags, meta descriptions, headings, page copy, alt tags, etc., to improve page and site performance. • Tracking work and corresponding results with the new BrightEdge Campaign tools. Page 22 of 43 CAO • Providing keyword research and SEO-recommendations for new content created by Paradise Coast and reviewing content created as needed for optimal SEO quality. • Recommending topics for content development based on keyword research. • Providing recommendations for meetings market-based keywords and search ideas. • Reviewing of keywords that competitor sites rank for that Paradise Coast does not. • Responding to technical SEO audits to identify issues and recommending remedies. • Performing backlink analysis, opportunity identification, solicitation and optimization. • Assisting with the cost and performance analysis of paid keyword advertising to identify opportunities to improve organic performance of high-cost keywords and supply recommendations to the paid search agency on possible keyword opportunities for high-value organic keywords where Paradise Coast is struggling to compete organically. Administration access to content, file uploads and blog postings must be available to the CVB for making changes and updates to the site. Monthly Hours: 6 hours per month for SEO support at $130 per hour BrightEdge Monthly License: $450 monthly Monthly Cost: $1,230 (includes BrightEdge license) Total Cost: $14,760 annually Site Architecture and Design- Personalization Services Bound Personalized Content is a proprietary tool trusted by many DMOs to serve personalized content on their websites. By continuing to evolve and expand personalized content on the County website, the County will have the ability to quickly, easily and seamlessly target content to consumers based on users' geographic location and behavioral data. In Miles experience, consumers who interact with personalized content on destination websites average two- to three-times the engagement rate and bounce at a significantly reduced level, driving up overall site performance. Services are inclusive of ongoing strategy and target audience/persona identification, seasonal homepage panel creation for each market, A/B testing, SIT sticky footer creation, fly-in campaign and modal campaign creation, and monthly reporting. This also includes all communications with outside agencies for new and upcoming campaigns and images used to extend the reach of the County's thoughtful campaigns. We also provide previous engagement strategy, presenting different content for a current site visitor who has previously visited ParadiseCoast.com. Services to Include: • Quarterly strategy creation identifying all markets, images, messaging and landing pages based on engagement data, seasonality, testing results and campaigns. • Geo-targeting for website experiences to include the following markets: Page 23 of 43 o In-market—includes local county o Drive market—includes Florida, Georgia and South Carolina o Fly markets and northern feeder markets o International markets including Brazil and Germany o Markets may be expanded or isolated further at anytime • Fly-in campaigns • Modal campaigns • Recommendations to support meetings market and sports markets • Recommendations to target by previous engagement • Targeted Content for seasonal and cultural campaigns and events • Seasonal homepage panel development and monthly reporting: o Miles to provide the development of the panels including art, text and layout. Miles will provide Paradise Coast the layouts of the seasonal panels for approval. We will also provide reporting for new segments and campaigns inclusive in the reporting. Administration access to content, file uploads and blog postings must be available to the CVB for making changes and updates to the site. Monthly Hours: 10 hours per month at$130 per hour= $1,300/month for support Monthly License Fee: • $1,100/month license fee for monthly usage for 12 months • This includes 50,000 impressions, unlimited segments and real-time reporting Total Cost: $28,800 annually Site Architecture-Website(s) Maintenance Miles will provide support 24/7 with any web-based or data-inquiry needs that arise. Available by email or phone call, Miles team is available to the County as needed, when needed, and offers an immediate response. Simply email Respon eQmilespartnershp com or call for site fixes, and inquiries related to exploring site changes, answering questions, and additional site-related edits, updates and fixes. Additionally, items can include web tweaks, requests for new features, database maintenance, security updates, Drupal updates and fulfillment of requests submitted by the County's agency of record in response to Paradise Coast's needs and campaigns. Maintenance covers all requests for all sites, including international sites, requests from the meetings team as well as the sports team. This also includes the utilization of Miles Data Engine Service and the Data Engine Team to support more than 2,414 partner listings and events at no additional cost. Administration access to content, file uploads and blog postings must be available to the CVB for making changes and updates to the site. Page 24 of 43 ICAO Monthly Hours: 20 hours per month at$130 per hour) Monthly Cost: $2,600 monthly Total Cost: $31,200 annually Site Architecture—Hosting Miles partners with Acquia Cloud Hosting to provide a hosting environment that offers the highest security and reliability available. Miles utilizes a cloud environment with Acquia, which allows Miles to keep up with the ever-changing bandwidth needed to operate a robust destination website. Much as homes and offices power themselves from an electric grid, a cloud server environment is characterized by on- demand availability of resources in a dynamic and scalable fashion. Whereas traditional servers had a limited capacity, cloud servers allow us to automatically shift resources (e.g., virtual machines) to keep up with varying and unpredictable workloads. Security: Security is built into the core of the Acquia Cloud platform through the combination of advanced technology and an elite team of security professionals. Members of the Acquia security team are recognized experts in the field, obsessive about digital security and plugged into the Drupal community. Acquia takes this responsibility very seriously and works in lock step with the Drupal security committee to keep the Acquia Cloud platform up to date on all security releases. Support: Acquia is the industry expert when it comes to Drupal. Some of the best Drupalists in the world are Acquia employees, and are dedicated to bringing their knowledge and expertise to Acquia clients. Beyond Drupal expertise, Acquia is the only vendor to offer 24x7 support, Drupal application support and a 99.95% uptime SLA for the platform, and Drupal applications. Acquia is here to help clients succeed every step of the way. Miles also provides 24/7 third-party monitoring on all websites to alert us should any issues occur. County's Architecture and Environment: The County's hosting environment at Acquia will be hosted with Amazon Web Services Cloud hosting and will consist of: • Two load balanced web servers • Redundant database servers • High-performance GFS redundant/clustered file storage • Web Application Firewall(WAF)to prevent application attacks, malicious bots and DDoS attacks Backup: Miles has a multilayer disaster recovery plan, which is implemented at both Miles local development/production facility in Sarasota, FL, and at Acquia's AWS hosting facility. At Miles production facility in Sarasota, all source code are backed up via Miles internal code versioning repostory. Page 25 of 43 CAE? The backups are done in the following procedural timeline: • Daily incremental backups • Weekly full backups • Monthly full backups • Daily replication of data to Rackspace • All backed-up data at the local development/production facility is then stored at an offsite location in case Miles production center meets an unforeseen catastrophe Based on Paradise Coast's current traffic on all sites and monthly page views, Miles recommends a shared server cluster with two load-balanced web servers running on a database server in a high availability configuration backed up by a spare database server. Sites covered: • www.paradisecoast.com including the following redirects: • www.paradisecoast.de • www.paradisecoast.com.br • www.paradisecoast.com.es • www.paradisecoast.com/meetings • www.filminparadise.com and www.paradisecoast.com/film • www.paradisecoastblueway.com (for Blueway paddling trail) • www.sportsinparadise.com and www.paradisecoast.com/sports • www.data.paradisecoast.com Administration access to content, file uploads and blog postings must be available to the CVB for making changes and updates to the site. Monthly Hosting Costs: $1,400 per month Total Cost: $16,800 annually Page 26 of 43 Site Architecture and Design -Web Enhancements To continue to expand, iterate and evolve the Paradise Coast web platform and grow and support the needs of the destination an annual budget is allocated for Website Enhancements and related work.This work is inclusive of all additional growth opportunities, such as new landing pages, web-video creation, Sports site and Meetings site enhancements, annual data pulls to support the Paradise Coast visitors guide and partner request and Emergency Procedures support and activation. This budget also encompasses new product fees and solutions, content creation and development of campaign landing pages to support both media and agency needs. Administration access to content, file uploads and blog postings must be available to the CVB for making changes and updates to the site. The CVB has an existing selection of photography for use on the Web site. All photography supplied by the vendor must be approved by the CVB and/or agency. Additional photos are stored on a separate vendor site that must be accessible from the CVB site. These services are as-needed by the County. Miles will provide the County a proposal for approval prior to commencing work. Annual Budget: up to $162,240.00 (1,248/hours at$130/hour melded rate) Page 27 of 43 Exhibit B Fee Schedule Description Monthly Flat Fee Annual Fee Site Architecture, Data Collection & $2,340 $28,080 Management and Design - Account Management and Consulting [18 hours monthly at $130 per hour] $1,500* Site Architecture and Data $18,000 Collection & Management - Web Analytics [10 hours per month at $130 per hour. *The monthly fee includes the $200 monthly Sweetspot Platform fee.] $1,230* Site Architecture -SEO Services [6 hours per month for SEO support at $14,760 $130 per hour. *The monthly fee includes the $450 monthly BrightEdge license fee.] $2,400* Site Architecture and Design- $28,800 Personalization Services [10 hours per month at$130 per hour. Monthly License Fee: $1,100/month license fee for monthly usage for 12 months. The license fee includes 50,000 impressions, unlimited segments and real-time reporting.] $2,600 Site Architecture-Website(s) $31,200 Maintenance $1,400 Site Architecture—Hosting $16,800 These services are as-needed by the Site Architecture and Design -Web County. Miles will provide the County $162,240* Enhancements a proposal for approval prior to commencing work. r1,248/hours at $130 per hour melded rate.] Page 28 of 43 Exhibit C — Support and Maintenance Services Contractor shall provide County with Support and Maintenance Services so as to ensure and maintain optimal performance of the Software and System consistent with the Statement of Work and the Documentation, which services shall include the following: • Timely response and resolution of any errors, defects, malfunctions or other issues affecting the use or performance of the Software or System (collectively, "Events" in keeping with the Required Response Times stated below; • Providing and facilitating the installation of updates, upgrades and releases as they are made available to Contractor's other clients; • On-call availability via telephone and e-mail during normal business hours to receive and respond to inquiries or questions from County regarding use, operation, or functionality of the Software or System; • Emergency availability via telephone and e-mail after hours to receive and respond to specific technical problems and questions relating to the operation or functionality of the Software or System; • Use of ongoing best efforts to maintain the optimal functioning of the Software, to correct programming and coding errors, and to provide solutions to known errors affecting the operation of the Software or System; • Routine notification to County as it becomes available of new or updated information pertaining to the Software, System, and Documentation; and • Any other support and maintenance services routinely provided to hosting clients of Contractor. Support and Maintenance Services shall be provided via telephone, electronic communication, on-site, or as otherwise appropriate to address the issue. Any update, upgrades, releases, or other modifications to the Software or System for local installation at County shall be provided via electronic communication and for download via the Internet, if practicable. To the extent necessary to resolve an Event or other support request, Contractor shall provide support on-site at any office or location of a Collier County agency. Contractor agrees that its personnel shall be suitably trained in the operation, support and maintenance of the Software. If in the reasonable opinion of County, the personnel provided are not acceptable, Contractor agrees to provide suitable replacements. Page 29 of 43 Required Response Times. Upon notice by County of an Event, Contractor shall address and resolve the Event consistent with the following priority, response and resolution levels: Priority Definition Response Time Resolution Time After Description After Notice Notice Critical Event that renders the 1 hour during Work until corrected Software, System and/or normal business interfaces inoperable or hours, or within 1 allows unauthorized hour of beginning of access. next business day if outside of normal business hours Severe Event that results in a 1 hour during Work until corrected during significant impairment of normal business normal business hours performance of the hours, or within 1 Software, System or hour of beginning of impairs essential next business day if operations or allows outside of normal authorized access. business hours Minor Event that has minimal 2 hours during Work until there is a future impact or no impact on normal business patch release County's business hours; or next business day if outside of normal business hours Minimal Event that has minimal 2 hours during Future release impact or no impact on normal business County's business. hours; or next business day if outside of normal business hours Records and Reports. Contractor will maintain records of its Support and Maintenance Services, and provide County with online access to an Event ticketing system, which shall include at least the following: o Date, time, and name of contact for each Event; o Date and time of response by Contractor; o Description of Event and analysis of error, defect, or other issue causing Event; o All steps and actions taken to resolve the Event; o Date and time of resolution and County representative notified of resolution; and o All equipment and/or labor costs associated with resolution. At the request of County, Contractor shall provide monthly reports of the foregoing records as well as statistics of Contractor's average monthly compliance with the Required Response Times. Page 30 of 43 CS) Failure to Meet Required Response Times. If Contractor fails to meet the Required Response Times, County may offset against any sums due Contractor SU for each hour that Contractor's average response time in the preceding month exceeds the Required Response Times, which the Parties agree is a fair and reasonable approximation of County's negative financial impact caused by the delay in Contractor's response. Downtime Maintenance Credit. If a Severe or Critical Event is not resolved or reduced to Minor or Minimal priority level within two (2) business hours after notice to Contractor, Contractor will refund to County five percent (5%) of the monthly fee (or monthly pro rata equivalent, if the fee is other than monthly) for Support and Maintenance Services for each additional business hour that the Event remains unresolved or at the Severe or Critical priority level. Such refunds will be paid within 10 days or, at County's option, may be credited against future sums due to Contractor. This refund shall be in addition to any other remedy that is available in the event of a breach of the Agreement. Page 31 of 43 CAO Exhibit D—Service of Level Agreement Service Level Agreement In connection with all Services provided to County under the Agreement, Contractor shall, at no additional cost to County, meet or exceed the requirements set forth in this Service Level Agreement ("SLA") for the duration of the Agreement. The standards set forth herein are intended to reflect the current industry best practices for the Application Service Contractor ("ASP") hosting or Software as a Service ("SaaS") solution provided under this Agreement. If and to the extent industry best practices evolve to impose higher standards than set forth herein, SLA shall be deemed to impose the new, higher standards upon Contractor. Contractor shall promptly notify County in writing of any material change to its compliance with these standards. Any approval by County under this SLA may be approved in writing by the Contract Administrator or the Director of County's Division of Enterprise Technology Services ("ETS"). 1. Definitions 1.1. "Contractor Platform" means to the ASP or Saas solution that constitutes the Services to the County, or otherwise stores, hosts, or transmits County Data. Contractor shall maintain the same standards set forth herein for all of its data centers and facilities that store or host County data. 1.2. "County Data" means the data and information provided by County or its agents under this Agreement and all results derived therefrom through the use of the Contractor's services, whether or not electronically retained and regardless of the retention media. 1.3. Any other capitalized terms not defined herein refer to those defined terms in the Agreement. 2. Security 2.1. General 2.1.1. Contractor will ensure that County has the ability to authenticate all access by username/password or two-factor authentication and the first choice is using Active Directory integration. Upon request, Contractor shall restrict access to County data to a specific source static IP address. 2.1.2. Contractor shall ensure that separation of duties and least privilege are enforced for privileged or administrative access to County's data and the Contractor Platform. 2.1.3. Contractor's procedures for the following must be documented and approved by County within 10 days of the Effective Date of the Agreement: 2.1.3.1. Evaluating security alerts and vulnerabilities; 2.1.3.2. Installing security patches and service packs; Page 32 of 43 C�f3 2.1.3.3. Intrusion detection, incident response, and incident escalation/investigation; 2.1.3.4. Access and authorization procedures and resetting access controls (e.g., password policy); 2.1.4.5. Risk analysis and assessment procedures; 2.1.4.6. User access and termination procedures; 2.1.4.7. Security log review; 2.1.4.8. Physical facility access controls; and 2.1.4.9. Change control procedures. 2.1.4. Contractor shall ensure that its service Contractors, subconsultants, and any third parties performing any Services relating to this Agreement shall comply with all terms and conditions specified in this SLA unless County, in writing, excuses specific compliance with any such term or condition. Contractor shall provide County with a list of any such service Contractors, subconsultants or other third-parties on an annual basis, upon County's request, and promptly upon a material change in the composition of such entities. 2.1.5. If new or unanticipated threats or hazards to the Contractor Platform are discovered by either County or Contractor, or if existing safeguards have ceased to function, the discovering party shall immediately bring the situation to the attention of the other party. 2.1.6. Contractor must mitigate critical or high-risk vulnerabilities to the Contractor Platform as defined by Common Vulnerability and Exposures (CVE) scoring system within 30 days of patch release. If Contractor is unable to apply a patch to remedy the vulnerability, Contractor must notify County of proposed mitigation steps to be taken and timeline for resolution. 2.2. Controls 2.2.1. Prior to the Effective Date of the Agreement, and at least once annually and upon request for the duration of this Agreement, Contractor shall provide County with a copy of a current unqualified System and Organization Controls (SOC) 2 Type II, Report for the Contractor, as well as any third party that provide hosting, Saas, or data storage services for the Contractor Platform, inclusive of all five Trust Service Principles (Security, Availability, Processing Integrity, Confidentiality, and Privacy), unless the County's Chief Information Officer in his or her sole discretion approves other documentation of appropriate security controls implemented by Contractor. If the audit opinion in the SOC 2, Type II report is qualified in any way, Contractor shall provide sufficient documentation to demonstrate remediation of the issue(s) to the satisfaction of the County's Chief Information Officer. 2.2.2. Contractor shall maintain industry best practices for data privacy, security, and recovery measures including, but not limited to, disaster recovery programs, physical facilities security, server firewalls, virus scanning software, current security patches, user authentication, and intrusion detection and prevention. Unless otherwise provided in this SLA, upon request by County, Contractor shall provide documentation of such procedures and practices to County. Page 33 of 43 CA 2.3. Network Architecture/Security 2.3.1. The Contractor Platform shall be protected behind a layer of firewalls, the initial configuration diagram of which must be approved by County prior to Final Acceptance. Any subsequent changes to the configuration diagram are subject to approval by County, which shall not be unreasonably withheld. Contractor shall ensure that all database servers are protected behind a second set of internal firewalls. 2.3.2. Contractor shall submit a network architecture diagram of County's stored and transmitted data, including the location of data center and details of connectivity from all third parties who have access to County's data. 2.3.3. Contractor shall protect any Internet interfaces or web services provided under this Agreement using a security certificate from a certification authority ("CA") that meets or exceeds the CA/Browser Forum's latest Transport Layer Security 1.2 (TLS 1.2) baseline requirements and network and certificate systems security requirements. 2.3.4. Contractor shall restrict inbound and outbound traffic to County network to "deny all, permit by exception" configuration. 2.3.5. Contractor will support encryption using at a minimum Advanced Encryption Standard 256-bit encryption keys ("AES-256") or current industry security standards (whichever is higher) for the connection to the Contractor Platform. 2.3.6. Contractor's wireless networks connected to the Contractor Platform shall be configured at a minimum using Wi-Fi Protected Access 2 (WPA2)-Enterprise, Advanced Encryption Standard (AES), and Protected Extensible Authentication Protocol (PEAP), current industry security standards (or whichever is higher) to secure and protect County data. 2.4. Physical Architecture/Security 2.4.1. Contractor shall ensure the facilities that house the network infrastructure for the Contractor Platform are physically secure against threats such as unauthorized access and natural and environmental hazards, and entry controls are in place to limit and monitor physical access to the Contractor Platform. 2.4.2. Contractor shall connect its hosting site for the Contractor Platform through at least two (2) independent Internet Service Contractors ("ISPs") with different Internet points of presence. 2.4.3. Contractor shall ensure adequate background checks have been performed on any personnel having access to County data. To the extent permitted by such checks, Contractor shall not knowingly allow convicted felons or other persons deemed by Contractor to be a security risk to access County data. Contractor shall provide privacy and information security training to its employees upon hire and at least once annually. Page 34 of 43 2.5. Disaster Recovery 2.5.1. Contractor shall maintain a disaster recovery plan for the Contractor Platform with mirrored sites geographically separated by at least 250 miles, with a Recovery Time Objective ("RTO") of a maximum of eight(8) hours and a Recovery Point Objective ("RPO") of a maximum of four (4) hours from the incident. 2.5.2. Contractor shall conduct a disaster recovery test of Contractor's hosted or Saas system that comprises the Contractor Platform under this Agreement on at least an annual basis and shall notify County at least ten (10) days in advance of each such test. In addition, Contractor shall conduct a disaster recovery test specific to the County, including County's data and utilization of the Contractor Platform and County's network and data, in coordination with County at least once per year; the timing and duration of the County's specific test is subject to the approval of County. 2.6. Incident Response 2.6.1. If any unauthorized party is successful in accessing any information technology component related to the Contractor Platform, including but not limited to servers or fail- over servers where County's data or files exist or are housed, Contractor shall report to County within twenty-four (24) hours of becoming aware of such breach. Contractor shall provide County with a detailed incident report within five (5) days of the breach, including remedial measures instituted and any law enforcement involvement. Contractor shall fully cooperate with County on incident response, forensics, and investigations that involve the Contractor's infrastructure relating to any County data or County applications. Contractor shall not release County data or copies of County data without the advance written consent of County. 2.6.2. Contractor shall provide County with the names and contact information for a security point of contact and a backup security point of contact to assist County with security incidents prior to the Effective Date of this Agreement. 2.7. County Data 2.7.1. Contractor shall maintain controls that ensure separation of County Data. Contractor agrees to provide at a minimum Advanced Encryption Standard 256-bit encryption keys ("AES- 256") or current industry security standards (or whichever is higher) for social security numbers, taxpayer identification numbers, employer identification numbers, bank account numbers, passwords, cardholder data, and any other data such as Protected Health Information ("PHI") and Personally Identifiable Information ("Pr) or as otherwise directed by County on all copies of such data stored, transmitted, or processed, at no additional charge to County, and shall classify such data internally at its highest confidentiality level. Contractor shall also ensure that the encryption key(s) are not stored with the encrypted data and are secured by a Hardware Security Module ("HSM"). Contractor shall immediately notify County of any compromise of the encryption keys. Contractor shall provide a copy of County's encryption key(s) at County's request. Contractor shall prohibit the use of unencrypted protocols such as FTP and Telnet for the data defined in this paragraph. Page 35 of 43 CAC3 2.7.2. Any County Data must be available to County upon request within one (1) business day, in any format reasonably requested by County, including, without limitation, Extensible Markup Language ("XML") and Structured Query Language ("SQL"), or in another format as may be mutually agreed to by County and Contractor. 2.7.3. Upon termination or expiration of this Agreement or end of serviceable life of any media used in connection with this Agreement, and upon written notification from County that the applicable County Data is currently maintained by County or otherwise securely stored, Contractor shall, at County's option, (a) securely destroy all media (including media used for backups) containing any County Data on all decommissioned hard drives or storage media to National Institute of Standards and Technology ("NIST") standards and provide to County a signed certificate of destruction within ten (10) business days, or (b) return to County all County Data and provide a signed certification within two (2) business days documenting that no County Data is retained by Contractor in any format or media. 2.7.4. County Data is the property solely of County and may not be reproduced or used by Contractor with the prior written consent of County. Contractor and its subcontractors will not publish, transmit, release, sell, or disclose any County Data to any third party without County's prior written consent. 2.7.5. County shall have the right to use the Services to provide public access to County Data as County deems appropriate or as otherwise required by law. 2.7.6. In the event of any impermissible disclosure, loss or destruction of County Data relating to any action or omission of Contractor, Contractor must immediately notify County, take all reasonable and necessary steps to mitigate any potential harm, further disclosure, loss, or destruction. 3. Compliance 3.1. Contractor shall cooperate and provide any information requested by County relating to compliance and regulatory requirements. A request for information or review by County may include, but is not limited to, the following: 3.1.1. Vulnerability scans of authenticated and unauthenticated operating systems/networks, web applications, and database applications; 3.1.2. Automated scans and penetration ("Pen") tests performed by County personnel or agents designated by County; 3.1.3. Review of requested documents, including without limitation, Contractor's architecture documents, external audits of Contractor's information security policies and procedures, Pen-test documentation, security incident reports, environment logs, virtual private network ("VPN") access logs to terminal services, network traffic and firewall activity logs, Intrusion Detection System ("IDS") attack alerts and anomalies, enterprise password Page 36 of 43 management activity, server and application logs, and monthly or periodic network traffic and firewall activity logs; and 3.1.4. Physical inspection of Contractor's facilities by County or its representatives. 3.2. Contractor shall provide County with the ability to generate account reports consisting of the account holder's name and application access rights. 3.3. Contractor shall provide County with the ability to generate account management reports showing new users, access rights changes, and account termination with the associated time stamp information. 3.4. Contractor shall provide County with the ability to generate time-stamped user and administrator access (login/logout) and a list of activities performed by administrators, privileged users, or third-party contractors while using the System. 3.5. Upon request by County, Contractor shall promptly provide County with access to time- stamped data transfer logs (including the account, a description of the data transferred and its size, and the user and account names for forensic purposes), time-stamped application and platform environment change control logs, and time-stamped data backup logs indicating the backup type (e.g. full, incremental, etc.). 3.6. Upon County's request, Contractor shall make available to the County proof of Contractor's compliance with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations in performing under this Agreement, including but not limited to: HIPAA compliance; Contractor's latest compliance reports (e.g., PCI Compliance report, SSAE 16 report, International Organization for Standardization 27001 (ISO 27001) certification); and any other proof of compliance as may be required from time to time. 4. Service Availability 4.1. System Availability 4.1.1. Contractor guarantees that the Network Uptime (as defined herein) will be 99.99% of Prime Time (defined as County business days from 7 a.m. - 7 p.m. Eastern Time) and 98.00% of non-Prime Time for each calendar month during the term of the Agreement, excluding Scheduled Maintenance as defined herein (collectively, the "Network Uptime Guarantee"). Network Uptime is the time that the System and Services are functioning optimally and fully operational, and requires proper functioning of all network infrastructure, including routers, switches, and cabling, affecting a user's ability to reliably transmit or receive data; Network Downtime is the remainder of time that is not included in Network Uptime, and is measured from the time the trouble ticket is opened to the time the network is fully restored. As long as the System is available over the Internet to at least two other comparable non-County customers (i.e., the System is functioning properly and there are no technical issues with Contractor or the Contractor Platform), any inability on the part of County to access the System as a result of a general Internet outage will not be counted toward Network Downtime. System unavailability for the purpose of building redundancy or other recovery systems that is approved by County in Page 37 of 43 CAo? advance shall not be charged as downtime in computing the Network Downtime. System unavailability due to Contractor's equipment failure constitutes Network Downtime. 4.1.2. Contractor will refund to County five percent (5%) of the monthly fees (or monthly pro rata equivalent, if recurring fees under the Agreement are charged other than monthly) under the Agreement for each thirty (30) minutes of Network Downtime in excess of that permitted under the Network Uptime Guarantee (up to 100% of County's monthly or pro rata fee), measured on a calendar month basis. Such refunds will be paid within ten (10) days of the applicable monthly report or, at County's option, may be credited against amounts due under any unpaid invoice or future invoice. 4.1.3. Normal availability of the System shall be twenty-four (24) hours per day, seven (7) days per week. Planned downtime (i.e., taking the System offline such that it is not accessible to County) ("Scheduled Maintenance") shall occur during non-Prime Time and with at least five (5) business days' advance written notice to County. Contractor may conduct Scheduled Maintenance at other times without advance notice only with written consent from County, which consent will not be unreasonably withheld. During non-Prime Time, Contractor may perform routine maintenance operations that do not require the System to be taken offline but may have immaterial effects on System performance and response time without any notice to County. Such degradation in performance and response time shall not be deemed Network Downtime. All changes that are expected to take more than four (4) hours to implement or are likely to impact user workflow require County's prior written approval, which will not be unreasonably withheld. 4.1.4. By the tenth day of each calendar month, Contractor shall provide to County a report detailing Contractor's performance under this SLA for the prior calendar month. To the extent the performance fails to meet the Network Uptime Guarantee, the report shall calculate: the total number of minutes of uptime for each of Prime Time and non- Prime Time; the total number of minutes for each of Prime Time and non-Prime Time minus any applicable Scheduled Maintenance, respectively; and the percentage of uptime versus total time minus Scheduled Maintenance for each (e.g., monthly minutes of non-Prime Time network uptime/(Total minutes of non-Prime Time - Minutes of Scheduled Maintenance) = %). 4.1.5. Contractor guarantees the functioning of all equipment components necessary for Contractor to provide the Services, the Contractor Platform, and meet System availability requirements stated in this SLA. 4.2. Infrastructure Management 4.2.1. During Prime Time, Contractor shall ensure packet loss of less than one percent (1%) and less than sixty (60) milliseconds domestic latency within the Contractor Platform. Contractor shall maintain sufficient bandwidth to the Contractor Platform and ensure the server processing time (or CPU processing capacity) to provide millisecond response times from the server. County and Contractor recognize that end user response times are dependent on intermittent ISP network connectivity, and in the case of County's users, dependent on County's internal network health. Page 38 of 43 4.2.2. To the extent the Contractor Platform provides or supports public access to users in Collier County or through the County's web pages, Contractor's Services shall support up to 500,000 site hits per calendar day and capture the number of site hits by page for performance to standards reporting. 4.2.3. Contractor shall ensure that an unlimited number of transactions may be processed to County production database. Subject to County approval, Contractor may recommend that non-routine reports and queries be limited to certain timeframes, quantities or other specifications if Contractor determines that such reports and queries cause degradation to response times affecting performance levels established in this SLA. 4.2.4. Contractor will retain all database records regardless of number or size. 4.2.5. Contractor shall routinely apply upgrades, new releases, and enhancements to the Contractor Platform as they become available after prior, written approval by the County and shall ensure that these changes will not adversely affect the Contractor Platform. 4.2.6. To the extent the Contractor Platform includes an ad-hoc reporting tool or standard reports, Contractor agrees to provide unlimited access to such functionality to County. Contractor agrees to support an unlimited number of queries and reports against County's Data. County agrees that Contractor may put reasonable size limits on queries and reports to maintain System performance, provided such limits do not materially impact County's regular business operations. 4.2.7. Contractor shall conduct full, encrypted System backups (including System and user data) weekly and shall conduct incremental, encrypted backups daily. Encrypted backups will be written to a backup device with sufficient capacity to handle the data. Contractor shall maintain a complete current set of encrypted backups for County's System, including County Data, at a remote, off-site "hardened" facility from which data can be retrieved within one (1) business day at any point in time. Full System restoration performed as a recovery procedure after a natural disaster is included as part of Contractor's required Services under this Agreement. Upon County's request, Contractor shall also provide restoration of individual file(s). 4.2.8. A development and test system, which shall mirror the production system, shall be made available for use by County for testing or training purposes upon two (2) business days' request, including without limitation, upon request for County's testing of application upgrades and fixes prior to installation in the production environment. County may control data that is populated on the demonstration and training system by requesting that Contractor perform any or all of the following: 4.2.8.1. periodically refresh data from production; 4.2.8.2. perform an ad-hoc refresh of data from production; 4.2.8.3. not refresh data from production until further notice from County; or 4.2.8.4. refresh data on an ad hoc basis with training data supplied by County. Page 39 of 43 4.3. Performance Monitoring and Hosting Capacity Increases 4.3.1. If requested by County, Contractor shall provide standard reporting metrics of the Contractor Platform to County on a monthly basis which shall include: traffic patterns by user and by time; server load, including central processing unit load, virtual memory, disk and input/output channel utilization; transmission control protocol load for each server allocated in part or in full to County System; and system errors in System, database, operating system, and each server allocated in part or in full to System. 4.3.2. In the event County anticipates an increase in transaction volume or seeks to expand capacity beyond the limitations, if any, provided under the Agreement, Contractor will provide timeline and cost estimates to upgrade existing servers or deploy additional servers dedicated to County's System within fifteen (15) calendar days of written notice by County. 5. Transition/Disentanglement 5.1. Contractor will complete the transition of any terminated Services to County and any replacement Contractors that County designates (collectively, the "Transferee"), without causing any unnecessary interruption of, or adverse impact on, the Services ("Disentanglement"). Contractor will work in good faith (including, upon request, with the Transferee) at no additional cost to County to develop an orderly Disentanglement plan that documents the tasks required to accomplish an orderly transition with minimal business interruption or expense for County. Upon request by County, Contractor shall cooperate, take any necessary additional action, and perform such additional tasks that County may reasonably request to ensure timely and orderly Disentanglement, which shall be provided at the rate(s) specified in the Agreement or, if no applicable rate is specified, at a reasonable additional fee upon written approval by the County. Specifically, and without limiting the foregoing, Contractor shall: 5.1.1. Promptly provide the Transferee with all nonproprietary information needed to perform the Disentanglement, including, without limitation, data conversions, interface specifications, data about related professional services, and complete documentation of all relevant software and equipment configurations; 5.1.2. Promptly and orderly conclude all work in progress or provide documentation of work in progress to Transferee, as County may direct; 5.1.3. Not, without County's prior written consent, transfer, reassign or otherwise redeploy any of Contractor's personnel during the Disentanglement period from performing Contractor's obligations under this Agreement; 5.1.4. If applicable, with reasonable prior written notice to County, remove its assets and equipment from County facilities; 5.1.5. If County requests, and to the extent permitted under the applicable agreements, assign to the Transferee (or use its best efforts to obtain consent to such assignment where required) all contracts including third-party licenses and maintenance and support agreements, used by Contractor exclusively in connection with the Services. Contractor shall perform all of Page 40 of 43 its obligations under such contracts at all times prior to the date of assignment, and Contractor shall reimburse County for any losses resulting from any failure to perform any such obligations; 5.1.6. Deliver to Transferee all current, nonproprietary documentation and data related to County-owned assets and infrastructure. After confirming in writing with County that the applicable County data is received intact or otherwise securely stored by County, Contractor shall securely erase all County Data, including on any hard drives and backup media, in accordance with NIST standards. Upon written consent from County, Contractor may retain one copy of documentation to the extent required for Contractor's archival purposes or warranty support; and 5.1.7. To the extent requested by County, provide to County a list with current valuation based on net book value of any Contractor-owned tangible assets used primarily by Contractor in connection with the Services. County shall have the right to acquire any or all such assets for net book value. If County elects to acquire such assets for the net book value, any and all related warranties will transfer along with those assets. 6. Payment Card Industry (PCI) Compliance If and to the extent the Contractor Platform accepts, transmits or stores any credit cardholder data County or is reasonably determined by County to potentially impact the security of County's cardholder data environment ("CDE"), the following provisions shall apply: 6.1. Contractor shall comply with the most recent version of the Security Standards Council's Payment Card Industry ("PC111) Data Security Standard ("DSS"). 6.2. Prior to the Effective Date, after any significant change to the CDE, and annually Contractor shall provide to County: 6.2.1. A copy of their Annual PCI DSS Attestation of Compliance ("AOC"); 6.2.2. A written acknowledgement of responsibility for the security of cardholder data the service Contractors possess or otherwise store, process or transmit on behalf of the County, or to the extent that the service Contractor could impact the security of the county's cardholder data environment. 6.2.3. A PCI DSS responsibility matrix that outlines the exact PCI DSS Controls are the responsibility of the service Contractor and which controls the service Contractor shares responsibility with the County. 6.3. Contractor shall follow the VISA Cardholder Information Security Program ("CISP") payment Application Best Practices and Audit Procedures and maintain current validation. 6.4. If Contractor subcontracts or in any way outsources the CDE processing or provides an API which redirects or transmits County Data to a payment gateway, Contractor is responsible for maintaining PCI compliance for their API and providing the AOC for the subcontractor or payment gateway to the County. Page 41 of 43 6.5. Mobile payment application Contractors must follow industry best practices such as VISA Cardholder Information Security Program ("CISP") or OWASP for secure coding and transmission of payment card data. 6.6. Contractor agrees that it is responsible for the security of the County's cardholder data that it possesses, including the functions relating to storing, processing, and transmitting of the cardholder data. 6.7. Contractor will immediately notify County if it learns that it is no longer PCI DSS compliant and will immediately provide County the steps being taken to remediate the noncompliant status. In no event should Contractor's notification to County be later than seven (7) calendar days after Contractor learns it is no longer PCI DSS complaint. 6.8. Contractor shall enforce automatic disconnect of sessions for remote access technologies after a specific period of inactivity with regard to connectivity into County infrastructure. (PCI 12.3.8). 6.9. Contractor shall activate remote access from vendors and business partners into County network only when needed by vendors and partners, with immediate deactivation after use. (PCI 12.3.9). 6.10. Contractor shall implement encryption and two-factor authentication for securing remote access (non-console access) from outside the network into the County's environment with access to any stored credit card data. (PCI 8.3) 6.11. Contractor shall maintain a file integrity monitoring program to ensure critical file system changes are monitored and approved with respect to County Data. (PCI 10.5.5) 6.12. All inbound and outbound connections to County's COE must use Transport Layer Security (TLS) 1.2 or current industry equivalent (whichever is higher). 7. Managed Services/Professional Services {IT)/Third-Party Vendors 7.1. Contractor shall immediately notify County of any terminations or separations of Contractor's employees who performed Services to County under the Agreement or who had access to the County's Data and must ensure such employees' access to County Data and network is promptly disabled. 7.2. Contractor shall ensure all Contractor's employees with access to County environment have signed County's Information Resources User Acknowledgement form prior to accessing County network environment. 7.3. Contractor shall provide privacy and information security training to its employees with access to the County environment upon hire and at least annually. (PCI 12.6.1) Page 42 of 43 8. Software Installed in County Environment 8.1. Contractor shall advise County of any third-party software (e.g., Java, Adobe Reader/Flash, Silverlight) required to be installed and all versions supported. Contractor shall support updates for critical vulnerabilities discovered in applicable third-party software. 8.2. Contractor shall ensure that the Software is developed based on industry standards and best practices, including following secure programming techniques and incorporating security throughout the software-development life cycle. 8.3. Contractor shall ensure the Software provides for role-based access controls. 8.4. Contractor shall support electronic delivery of digitally signed upgrades from Contractor or supplier website. 8.5. Contractor shall enable auditing by default in software for any privileged access or changes. 8.6. Contractor shall regularly provide County with end-of-life-schedules for all applicable Software. Page 43 of 43 CAC) Client#: 1054358 MILESMEDI ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)01/28/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER ICONTACT NAME: USI Insurance Services, LLC/CL PHONE 305 669-6000 FAX (A/C,No,Ext): (A/C,No): 201 Alhambra Circle, Suite 1401 E-MAIL ADDRESS: Coral Gables, FL 33134-5108 INSURER(S)AFFORDING COVERAGE NAIL# 305 669-6000 Zurich American Insurance Com 16535 _ INSURER A: pony INSURED INSURER B:Continental Casualty Company 20443 Miles Partnership LLLP, Miles Partnershi INSURER C:Zurich American Insurance Company 16535 LLC, Miles Partnership II LLC INSURER D Steadfast Insurance Company 26387 6751 Professional Pkwy W Ste 200 INSURER E Continental Casualty Company 20443 Sarasota, FL 34240-8450 Markel American Insurance Company 28932 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE NSR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MOLIC/YEFF (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY X CPO015627900 04/09/2018 04/09/2019 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR I PREMISESO(Ea occurs nce) $1,000,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,0002000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- POLICY JECT LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY X CP0015627900 04/09/2018 04/09/2019 (EOa aBoldeotsINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS $ HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY (Per accident) B X UMBRELLA LIAB X OCCUR AUC015628000 04/09/2018 04/09/2019 EACH OCCURRENCE $4,000,000 EXCESS LIAB I CLAIMS-MADE AGGREGATE $4,000,000 DED X RETENTION$10000 _ $ C WORKERS COMPENSATION 16362228 01/01/2019 01/01/2020 X STATUTE EORH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D *Professional E00O246189 04/09/2018 04/09/2019 $5,000,000/Ded$25,000 E Crime 596506703 10/01/2018 10/01/2019 $1,000,000/Ded$10,000 F D&O/EPL/Fiduciary MKLM2MML000179 10/18/2018 10/18/2019 $3,000,000/Ded$0-$25K DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) *Professional/Technology/Media Errors&Omission Liability coverage is written on a claims-made basis. Cyber Liability-$5,000,000 -Self Insured Retention-$25,000 *D&O Limit$3,000,000/EPL Limit$3,000,000/Fiduciary Limit$1,000,000 Deductible$0-$25,000 (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Collier CountyBoard of CountySHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E Naples, FL 34112 AUTHORIZED REPRESENTATIVE Q. ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S24835555/M24669724 AMREV DESCRIPTIONS (Continued from Page 1) The General Liability policy includes automatic Additional Insured endorsement that provides Additional Insured only when there is a written contract that requires such status, and only with regard to work performed on behalf of the named insured. Additional Insured include: Collier County Board of County Commissioners. The Automobile Liability policy includes an automatic Additional Insured endorsement that provides Additional Insured status to the Certificate Holder,only when there is a written contract that requires such status,and only with regard to work performed on behalf of the named insured.30 days Notice of Cancellation will apply, however, 10 days notice for non payment of premium. zx *- ,rf"o` .€fir s; *x .= t ' SAGITTA 25.3(2016/03) 2 of 2 #S24835555/M24669724