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Backup Documents 05/14/2019 Item #16D 5 111 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 6 5 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 14g 2. County Attorney Office County Attorney Office , 9-. 4. BCC Office Board of County ` Commissioners V14/1/457‘ S IAlck 4. Minutes and Records Clerk of Court's Office 5 f il I°t a'sle 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Jessica Suarez/PURCHASING Contact Information 239-252-8407 Contact/ Department Agenda Date Item was May 14, 2019 ✓ Agenda Item Number 16.D.5 Approved by the BCC Type of Document CONTRACT Number of Original 2 Attached Documents Attached PO number or account N/A 18-7266 MAS7I, LLC number if document is MASABI, LLC to be recorded INSTRUCTIONS & CHE ' I T Initial the Yes column or mark"N/A"in the Not Applicable co a. whicheve is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for add 'onal sign.. -s? If yes, N/A provide the Contact Information(Name;Agency;Address;Pho . an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be JS signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the JS document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's JS signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 05/14/2019 and all changes made during 1i/A the meeting have been incorporated in the attached document. The County 1 •ton for Attorney's Office has reviewed the changes,if applicable. ,. 9. Initials of attorney verifying that the attached document is the ver-'•-.• .;;.c ``"`l IAis"not BCC,all changes directed by the BCC have been made,and the d k. or e gn option fol- Chairman's signature. ��` WV( 14 Risk Management 1 6 0 5 MEMORANDUM Date: May 17, 2019 To: Jessica Suarez, Procurement Services From: Martha Vergara, Sr. Deputy Clerk Minutes & Records Department Re: Contract #18-7266 "Collier County Area Transit Mobile Ticketing & Trip Planning Application and Onboard WI-FI" Contractor: MASABI, LLC Attached for your records is an original of the referenced document above, (Item #16A21) adopted by the Board of County Commissioners on Tuesday, May 14, 2019. The Board's Minutes & Records Department has kept an original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-7240. Thank you. Attachment 613 DATED: MOS/ 19* ,C;11C1 MASABI LLC and Collier County, a political subdivision of the State of Florida SERVICE AGREEMENT Agreement#18-7266 (RFP "Collier County Area Transit Mobile Ticketing and Trip Planning Application and Onboard WI-FI") 16D 5 PARTIES 1. MASABI LLC whose principal office is 404 5111 Avenue, Suite 6024, New York NY 10018 ("Masabi" or"Contractor); and 2. Collier County, a political subdivision of the State of Florida (the "Customer," "County", or "Board of County Commissioners"), each a `party' and together 'the parties'. INTRODUCTION 1. Masabi has developed a variety of proprietary mobile ticketing technologies, including the Justride Platform, which it makes available on a software as a service basis. Masabi has also developed a software development kit to assist customers in developing their own mobile applications to link with and use certain of the mobile ticketing functionality of the Justride Platform. 2. Masabi has provided a proposal in response to the Customer's Solicitation #18-7266 "Collier Area Transit Mobile Ticketing and Trip Planning Application and Onboard Wi- Fi,"attached as Annex 3 hereto, and which is hereby incorporated into this Agreement. 3. The Customer wishes to utilize certain of these technologies and services, as outlined in Masabi's proposal to Solicitation #18-7266 "Collier Area Transit Mobile Ticketing and Trip Planning Application and Onboard Wi-Fi," to assist it in developing and operating a mobile ticketing application. These services include: 1) Mobile Ticketing and Trip Planning App; 2) Mobile Ticketing Website; 3) Mobile Ticketing and Fraud Prevention for Transit Tickets; 4) Mobile Applications Central System (Backend System); 5)Onboard WI-Fl; 6) Equipment purchase and Installation services; 7) Repair services; and 8)Warranty for equipment. Masabi is willing to provide and the Customer has agreed to take and pay for certain of these services subject to the terms and conditions of this Agreement, including exhibits/attachments/annexes attached hereto. 4. In addition, the parties have agreed that Masabi will act as merchant of record and processor for the sale of the Customer's mobile tickets via the Justride Platform. This Agreement sets out the terms and conditions that will apply to this service. All fees associated with this service are included in Annex 2 Payment Schedule and Charges, attached to this Agreement. IT IS AGREED THAT: 1 INTERPRETATION 1.1 In this Agreement the following words shall have the following meanings: "ACH" means Automated Clearing House, is also a group of processing institutions linked by a computer network to process electronic payment transactions between financial institutions. "Agreement" means this written agreement and includes the Exhibits, Annexes, Attachments, Addendum and Schedules to it. Agreement#18-7266 2 16135 "Applicable Laws" means, with respect to any person, property, transaction, event or other matter, any laws, rules, statutes, regulations, orders, judgments, decrees, treaties or other requirements having the force of law applicable in the State of Florida and relating to or applicable to such person, property, transaction, event or other matter. "Authorized Users" means the individuals who are authorized by the Customer to access the Services. "Bank" mean a bank account maintained by the Customer to receive fund remittances from Masabi's and/or to which Masabi will make correcting debits in the event of chargebacks and/or returns. "Business Day" means a day other than a Saturday, Sunday or federal holiday in the United States. "Card(s)"shall mean either American Express,Visa, Mastercard, or Discover Network credit card, debit card, or other similar card that may or may not require a PIN for identification purposes, or pre-paid, stored-value or gift card. "Cardholder" means a person authorized to use a Card. "Charges" means the charges payable for the Services, as set out in or calculated in accordance with Annex 2. "Commencement Date" means the issuance of a County Notice to Proceed. "Confidential Information" means all information that a reasonable person in the position of the recipient would consider to be of a confidential nature (whether or not marked as confidential) including software, computer programs, codes, technology, test data, architectures, hardware configuration information, algorithms, formulas, processes, ideas, inventions, discoveries, concepts, prototypes, designs, drawings, engineering, schematics and other technical, business, financial and present or future products or services and services and product development plans, forecasts, customer lists, current and anticipated customer requirements, strategies or other information but shall exclude the Excluded Information with effect from the date that it becomes Excluded Information. All of the object and source code to any software and all software design documents provided by Masabi to the Customer from time to time(and all information derived from them) and any technical details relating to the Platform Systems and Platform Services shall be treated as forming part of Masabi's Confidential Information. Confidentiality of information contained in this Agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. "Chargeback" shall mean a transaction that Bank returns to the Merchant of Record pursuant to this Agreement. "Contract Documents" means the Agreement "Customer Data" means the data inputted by the Customer or End Users in the course of using the Services. Agreement#18-7266 3 1613 5 "Data Breach" means any alleged or actual compromise, unauthorized access, disclosure, theft, or unauthorized use of Card information, Cardholder information, or Confidential Information, regardless of cause, including without limitation the intrusion of any system, failure, malfunction, inadequacy, or error affecting any system, or its hardware or software, through which Card or Cardholder information resides, passes through, and/or could have been compromised. "Equipment" means the hardware products or configuration identified in Annex 1 for County's use of the Software. This includes any hardware products, other equipment, or configuration that meet the minimum specifications for the applicable Software. "Documentation" means the written instructions, all manuals, user documentation, specifications, and other related materials pertaining to the Licensed Software provided by Masabi that customarily furnishes to licensees or purchasers of the goods and services covered by this Agreement. "End Customer" means a person to whom Masabi shall retail Products from time to time via the consumer mobile application known as Justride or such other apps as Masabi shall specify to the Customer from time to time (the 'App'). "Excluded Information" means information which: (a) was or becomes publicly known through no default or breach of this Agreement by the receiving party; (b) was or becomes lawfully known to the receiving party without restriction from a source other than the disclosing party who itself obtained it without any confidentiality obligation or which has been demonstrated by the receiving party to the disclosing party to have been independently developed by the receiving party; or (c) is approved for disclosure by the party which has provided it without restriction. "Final Acceptance" means the Customer's acceptance of the Services and Equipment, such acceptance not to be unreasonably withheld or delayed. "Intellectual Property Rights" means copyright, rights related to or affording protection similar to copyright, database rights, patents and rights in inventions, semi- conductor topography rights, trade and service marks, logos, rights in internet domain names and website addresses and other rights in trade or business names, design rights (whether registerable or otherwise) and registered designs, know-how, trade secrets and moral rights and other similar rights or obligations together with applications for registration and the right to apply for registration and all other rights whether registerable or not having equivalent or similar effect in any country or jurisdiction and the right to sue for passing off in each case which may subsist or come into existence from time to time. "Merchant of Record" means Masabi. "Net Revenue" means the total gross transaction value per month processed and received by Masabi relating to the sale of the Products ('Gross Revenue') less each of the following items: (i) any or other applicable sales tax thereon included in the price; and (ii) any chargebacks, rebates, adjustments or refunds made to the End Customer Agreement#18-7266 4111) 1 60 (as defined above) or other third party (including any bank, card scheme operator or payment processor) fee. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its Contractors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531C-1. "PA-DSS" shall mean the certification of a Payment Application as within PCI DDS compliance standards as listed by the PCI Security Standards as listed by the PCI Security Council. "PCI" shall mean the then-current standards, rules, policies, procedures, and guidelines promulgated by the PCI Security Standards Council, LLC (or any successor organization), including without limitation the Payment Card Industry Data Security Standard and the Payment Application Data Security Standard. "Platform Services" means the services described under that title in Annex 1, including but not limited to provision of the Masabi Justride mobile fare collection and Inspect mobile fare inspection services. "Platform Systems" means Masabi's IT systems used to provide the Platform Services. "Products" means electronic tickets for transport services provided by the Customer. "Professional Services" means such of the services as the parties may agree in writing from time to time shall be provided by Masabi. "Rates" means Masabi's standard time and materials rates listed in Annex 2 as amended upon prior agreement by both parties. "Services" means the services provided or to be provided under this Agreement (as the case may be) which shall comprise the Platform Services and (where applicable) the Professional Services. "Software" means 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 Annex 3 and any subsequent updates, upgrades, releases, or enhancements thereto developed by Masabi as part of the Platform Services during the term of this Agreement. "Support and Maintenance Services" means the support and maintenance services required for County to achieve and maintain optimal performance of the Software, including as further described in Masabi's Service Level Agreement attached at Annex 7. "System" means Masabi's Software Services provided pursuant to this Agreement that will be accessible to the County and third-party, as described in this Agreement including the Annexes hereto. "Virus" means anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to Agreement#18-7266 5 CAO 160 5 or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.1.2 The interpretation and construction of this Agreement shall be subject to the following provisions: (a) the words"include", "includes" "including""for example" and "in particular" and words of similar effect shall be construed as if they were immediately followed by the words "without limitation"; (b) where the context so admits the singular shall include the plural and vice versa; (c) references to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted and their permitted assigns or permitted transferees; (d) references to any statute, enactment, order, regulation, code, official guidance or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation, code, official guidance or instrument as amended or replaced from time to time by any subsequent enactment, order, regulation, code, official guidance or instrument(whether such amendment or replacement occurs before or after the date of this Agreement); (e) references to any document or agreement (including this Agreement) or any part of it shall include reference to such document or agreement(or the relevant part of it as the case may be) as amended, extended or replaced from time to time; (f) any obligation on a party not to do something includes an obligation not to allow that thing to be done; (g) headings and the table of contents are inserted for convenience only and shall not affect the construction or interpretation of this Agreement; and (h) references to clauses, exhibits, annexes, attachments, addendum and schedules are to the clauses, exhibits, annexes, attachments, addendum and schedules of this Agreement. 1.3 If there is any inconsistency or contradiction arising between the terms and conditions of this Agreement and any of its Schedules and/or of any other document incorporated into this Agreement in accordance with its terms then the terms and conditions of this Agreement shall control and take precedence. 2 DURATION The Agreement shall commence upon the issuance of a Notice to Proceed (NTP) and shall remain in force, for a period of thirty-six (36) months unless terminated in accordance with clause 13 of this Agreement. The Parties may renew the Agreement under all of the terms and conditions contained in this Agreement for two (2)additional one(1)year periods. The Customer shall give Masabi written notice of the Customer's intention to renew the Agreement term at least one hundred and eighty (180) days prior to the end of the Agreement term then in effect. Agreement#18-7266 6 ` (i� 1 60 5 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. 3 SERVICES 3.1 In consideration for and subject to payment of the Charges and the other terms of this Agreement: (a) Masabi shall provide the Platform Services, as identified in Annex 1 to the Customer from the Commencement Date and throughout the remainder of the of term of this Agreement; (b) Masabi shall provide the Customer with such Professional Services (such as implementation and support and consulting) as identified in Annex 1 and provided in this Agreement; and (c) Masabi shall provide the services as outlined in the Annex 3, Masabi's proposal and Annex 4 Project Schedule, attached hereto. (d) Masabi shall display, and list the Products on the App and resell the Products through the App (and shall accept and process orders for and take payments for such Products through the App as merchant of record). 3.2 The contracts for the supply of the Products by Masabi to End Customers shall be made at prices no higher than the Customer's list prices/rates as specified in the price lists provided from time to time by the Customer to Masabi for this purpose. 3.3 All sales of the Products agreed by Masabi with End Customers shall be on the Customer's standard terms and conditions for the sale of the Products as varied from time to time (the "Customer Terms"). 3.4 The Customer hereby authorizes Masabi to resell the Products through the App as described in this Agreement throughout the term of this Agreement. The Customer shall not itself sell or appoint or permit any person other than Masabi to resell Products through the App. Where Masabi resells any Product through the App to an End Customer, title to the Product shall pass to Masabi from the Customer immediately prior to its resale to the End Customer. 3.5 Masabi as Merchant of Record will be responsible for the recording of chargebacks from its payment processing as notified by the merchant acquiring bank and will make these available to the Customer within seventy-two hours (72). The Customer shall be responsible for communications and the resolution of disputes regarding chargebacks with the End Customer. 4 CUSTOMER DATA 4.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. Masabi shall not use or copy the Customer Data other than for the purposes of providing the Services and any Professional Services under this Agreement. The Customer acknowledges and agrees that Masabi shall be entitled to generate analyses and meta-data from the use of the Services and any Professional Services for the purposes of monitoring and improving the Services and any Agreement#18-7266 7 160 5 Professional Services, developing new services and for Masabi's other business purposes(the"Masabi Data"). Masabi shall own all of the Intellectual Property Rights in the Masabi Data (which shall be considered the Confidential Information of Masabil and shall be entitled to freely use and exploit it, provided that Masabi shall ensure that such data cannot be used to identify any individual and is only published in aggregated format in a manner that does not enable the Customer or its Authorized Users to be identified. 4.2 Masabi shall follow its archiving procedures for Customer Data as set out in its standard data back-up policies available on its customer web portal or other such location as may notify to the Customer from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Masabi to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Masabi in accordance with the archiving procedure. MASABI SHALL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION OR DISCLOSURE OF CUSTOMER DATA CAUSED BY ANY THIRD PARTY (EXCEPT THOSE THIRD PARTIES SUB- CONTRACTED BY MASABI TO PERFORM SERVICES RELATED TO CUSTOMER DATA MAINTENANCE AND BACK-UP). 4.3 Masabi shall, in providing the Services and any Professional Services, comply with its policies, including all applicable Florida laws, relating to the privacy and security of the Customer Data available on its customer web portal or other such location as may be notified to the Customer from time to time, as such document may be amended from time to time by Masabi in its sole discretion. 4.4 If Masabi processes any personal data on the Customer's behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and Masabi shall be a data processor and in any such case: (a) The Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Masabi so that Masabi may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf; (b) The Customer shall, where required to do so under applicable data protection legislation ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; (c) Masabi shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Customer from time to time; and (d) Each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage. (e) Data and Privacy. Masabi 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, Masabi 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 Masabi may receive or otherwise have Agreement#18-7266 8 160 5 access to in connection with this Agreement, unless expressly authorized in advance by Customer. If and to the extent requested by Customer, Masabi shall ensure that all hard drives or other storage devices and media that contained Customer data have been wiped in accordance with the then-current best industry practices and that an appropriate data wipe certification is provided to the satisfaction of the Customer. 5 SYSTEMS ACCESS & USE 5.1 Each party shall take reasonable steps to minimize the risk of the transmission of Viruses from that party's systems to the systems of the other party or its third-party contractors. 5.2 Masabi shall not (and shall insure that its staff and contractors shall not)access or use the Customer's IT systems or Customer Data other than as and to the extent reasonably required to enable Masabi to perform its obligations or exercise its rights under this Agreement. 5.3 The Customer shall not(and shall use its reasonable commercial endeavours to insure that its Authorized Users shall not) access or use the Platform Systems other than as and to the extent reasonably required for the purposes of using the Services and any Professional Services as anticipated by this Agreement. 5.4 Masabi agrees to comply with Collier County CMA #5401, Information Systems Procurement and Lifecycle Management, as amended, F.S. §501.171 Security of Confidential Personal Information. 5.5 Masabi shall be entitled to suspend or restrict access to the Platform Services in whole or in part at any time without liability to the Customer where: (a) Masabi reasonably considers that this is necessary to protect the Platform Systems, or the data held on it or the systems of any other customer of Masabi; or (b) Masabi reasonably considers that the Customer or the relevant Authorized User (as the case may be) is seeking to access or use the Platform Services other than in accordance with this Agreement. 5.6 Masabi shall notify the Customer in writing within twenty-four hours (24) of any suspension or restriction under clause 5.5. Masabi shall also restore access to the Platform Services promptly after the matter that led Masabi to restrict suspend access has been resolved to Masabi's reasonable satisfaction. 5.7 Hosting. Masabi, or its hosting partner shall: (i) provide all necessary hardware and communications facilities in connection with delivery of hosted services (the "Masabi Server(s)"); (ii) use commercially reasonable efforts to monitor and maintain the host servers and to ensure continuous connectivity, availability, and operation the host servers on the World Wide Web; and (iii) monitor hardware and systems Software and environmental controls and take commercially reasonable actions based on detected problems or issues as necessary to achieve the service levels set forth herein. 5.8 Ownership. Masabi 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 Customer the rights and Agreement#18-7266 9 CAO rvrr q �� 160 5 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. 5.9 Limited Warranty. For the full term of this Agreement, Masabi represents and warrants to Customer that the Software and System,when used with the designated equipment, will perform substantially as described in the Documentation and in the Annex 3. 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 Customer that is not authorized by Masabi; or (c) Customer's provision of improperly formatted data to be processed through the Software or System. 5.10 Warranty Regarding Viruses and PCI Compliance. Masabi 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 Customer), and that Masabi 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, Masabi 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. 5.11 Intellectual Property Warranty. Masabi 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 Prohibition of Furnishing Account Information. The Parties shall not, without the Cardholder's consent, sell, purchase, provide or exchange Card account number information in the form of transaction documents, carbon copies of imprinted transaction documents, mailing lists, tapes, journal rolls, or other media obtained by reason of a Card, or any other data obtained through the duration of this Agreement to any third party. 5.12 Masabi will address any issues with the Justride Platform pursuant to the Incident Monitoring and Escalation Guidelines, attached to this Agreement at Annex 7. 6 MASABI'S ADDITIONAL OBLIGATIONS 6.1 Masabi warrants that it has and will maintain all necessary licences, permits, consents, and permissions necessary for the performance of its obligations under this Agreement. 6.2 License. To the extent reflected in Annex 3 subject to the terms, conditions, payment requirements and restrictions set for in this Agreement, Masabi hereby grants to Customer a limited, revocable, personal, nonexclusive, non-transferable, non- sublicensable license to use the Software on a SaaS (Software as a Service) basis, solely for the purposes, and restrictions, expressly set forth herein (the"License"). The Software shall be hosted on the Masabi Server(s) as set for in Annex 3. 6.3 Updates, Upgrades and Releases. For the full term of this Agreement, Masabi shall promptly provide to County, with notice and at no additional cost, all updates(including error corrections, bug fixes, security updates, and patches), upgrades, or new releases Agreement#18-7266 10 IOW 16115 to the Software, including all that Masabi 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 Masabi and shall be deemed to be included within the scope of the license granted under this Agreement. 6.4 Masabi shall provide the Services with reasonable skill and care and undertakes that on delivery the Services will conform in all material respects to Masabi's standard specification as described in Annex 3 or in the case of Professional Services those described in the relevant addenda or work order document. 6.5 If the Services do not conform with the foregoing undertaking, Masabi will, at its expense, use all reasonable commercial endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Except where any non-conformance constitutes a material breach of Masabi's undertakings, such correction or substitution constitutes the Customer's sole and exclusive remedy for any such non-conformance. Notwithstanding the foregoing, Masabi: (a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; and (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 6.6 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 General Data Protection Regulation (EU) 2016/679 ("GDPR") 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: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Agreement#18-7266 11 1605 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. 6.7 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. 6.8 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 labelled "EXEMPT FROM PUBLIC RECORD PRODUCT -TRADE SECRET." In addition, Contractor must, simultaneous with the submission of any Trade Secret Materials, provide an 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. If 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 all claims, causes of action, losses, fines, penalties, damages,judgments, Agreement#18-7266 12 160 5 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. 6.9 Masabi agrees to store all Transaction data for this Agreement for a period of seven (7) years and upon termination Masabi shall provide to Customer the data in a format requested by the Customer. Masabi does not own any data created or transmitted through this Agreement. 6.10 Masabi agrees to be PCI DSSL Level 1 compliant for the duration of the Agreement and shall provide an annual confirmation of this certification to the County. Masabi should not take any action, or omit to take any action, which would reasonably be expected to have an adverse effect on the Business compliance, or current or future efforts to become compliant, with Payment Card Industry Data Security Standards. The County has the authority to conduct an audit PCI compliance anytime during the duration of this Agreement. 7 CUSTOMER'S ADDITIONAL OBLIGATIONS 7.1 The Customer shall provide Masabi with: (a) all necessary co-operation in relation to this Agreement; and (b) all necessary access to such information as may be required by Masabi in order to provide the Services, including but not limited to Customer Data, security access information and configuration services; 7.2 The Customer shall: (a) ensure that the Authorized Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorized User's breach of this agreement; (b) comply with all Applicable Laws and regulations with respect to its activities under this Agreement; (c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Masabi may adjust any agreed timetable or delivery schedule as reasonably necessary; (d) obtain and shall maintain all necessary permits, licences, consents, and permissions necessary for it to perform its obligations under this Agreement and to enable Masabi lawfully to resell Products as anticipated by this Agreement; (e) ensure that its network and systems comply with the relevant specifications provided by Masabi from time to time; (f) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Masabi's data centers, and all problems, conditions, delays, delivery failures and all other loss or damage to;A t)1 Agreement#18-7266 13 1605 arising from or relating to the Customer's network connections or telecommunications links or caused by the Internet; (g) Validate the validity of each Product sold when it is used, by means of either visual validation or scanning. The Customer agrees that Masabi's obligations in relation to the Products are limited to the sale of Products to the End Customer via the App and validation of products via Inspect mobile fare inspection and the Customer shall remain responsible and liable for the provision of the underlying transport services to which the Products relate. The Customer shall comply with the Customer Terms in respect of all Products when they are used by End Customers and shall provide the End Customer with the services described in the Products in accordance with those terms (the "Transport Services"). To the extent limited by Florida law,the Customer shall indemnify Masabi against all liabilities, losses, demands, claims, damages, settlements, fines, costs and expenses (including all legal and other professional fees and expenses) arising out of or in connection with the provision, failure to provide or defective provision of such Transport Services. The Customer's indemnification is subject to Fla. Stat. 768.28 and shall not constitute a waiver of its sovereign immunity. (h) Masabi shall provide the Customer an initial training session as part of the implementation and upon hardware installation, at no cost. Thereafter the Customer will provide training to its present and future operations staff in relation to the Products as specified in writing to it by Masabi. The Customer shall also provide first line support to End Customers in respect of the Products and the App. The Customer shall provide this support with reasonable care and skill; and (i) Use all reasonable commercial endeavours to reduce levels of fraud and/or chargebacks in relation to the Products, which shall include: (i) preventing access to the App by an End Customer upon Masabi informing the Customer of suspected fraudulent activity by such End Customer; and (ii) voiding Products where requested by Masabi from time to time. 8 CHARGES AND PAYMENT 8.1 In consideration of the provision of the Services by Masabi, the Customer shall pay the Charges in accordance with Annex 2 and this clause 8 and in compliance with Fla. Stat. Chapter 218. 8.2 Unless otherwise specified in Annex 2 Masabi shall be entitled to charge: (a) for any Professional Services in accordance with the Rates, as outlined in Annex 2 of this Agreement; and (b) and shall be entitled to invoice for such amounts at any time after the end of the month in which the relevant Services are performed or expenses are rendered, per Annex 2. (c) The "Implementation Project One-Time Costs," per Annex 2, payments will be based on a progress payment milestone achieved and accepted by the County. The County shall withhold 10% retainage of each progress payment, which is applicable only to the implementation project one-time costs. The final CA Agreement#18-7266 14 ",_, 160 5 retainage shall be released to Masabi upon the Customer's Final Acceptance of the project. (d) The "Reoccurring Annual Fixed Fees" shall be invoiced after Customer's written final acceptance, and annually thereafter. (e) All payments under this Agreement are due upon receipt of a proper invoice and incompliance with Chapter 218, Fla. Stats., otherwise known as the"Local Government Prompt Payment Act." Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. 8.3 If Masabi has not received payment of undisputed invoices within 60 days after the due date, and without prejudice to any other rights and remedies of Masabi: (a) Masabi may, without liability to the Customer, suspend provision of the Services until payment of the concerned undisputed invoice(s)are made in full; (b) interest shall accrue on a daily basis on such due amounts in accordance with Section 218.74, Fla. Stat., commencing on the due date and continuing until fully paid, whether before or after judgment; and (c) In consideration for the transfer to Masabi of Products for resale to End Customers, Masabi will remit the Net Revenue to the Customer's financial department once per month via wire transfer ("Monthly Payment"). All transfers and correspondence shall reference this Agreement. Net Revenue reporting by Masabi shall be itemized and supported by receipts or other documentary proof including but not limited to number of Products sold, price per Product, gross sales,applicable refunds and/or adjustments, ticket number, purchase date/time, gross price of ticket, name of ticket, type of ticket, credit card charge backs, and third party (including any bank, card scheme operator or payment processor) fee. (d) Credit Card Chargebacks. Any credit card chargebacks initiated by an End Customer for any reason with respect to a Product shall be charged back to the Customer. Masabi reserves the right to withhold funds at any time and shall provide written notification to the Customer without undue delay, in the event that Masabi shall in its sole discretion determine to be necessary for the processing and settlement of any disputed charges, End Customer complaints, allegations of fraud, chargebacks, expected chargebacks and other discrepancies. 8.4 All amounts and fees stated or referred to in this Agreement: (a) Shall be payable in US Dollars; (b) Are exclusive of sales tax or any other tax, levy or duty imposed by Applicable Laws, which shall be added to Masabi's invoice(s) in accordance with clause 17 if applicable. 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-1; and Agreement#18-7266 15 1605 (c) Customer must pay all amounts payable under this Agreement without deduction, except deductions the Customer is required by law to make from any amounts due under this Agreement for or on account of any tax, duty, levy or charge (Deduction). Customer must promptly pay to the appropriate taxing authority the amount of any Deduction and provide Masabi with copies of all certificates, receipts and other documents in its possession or control relating to the Deduction. 8.5 Payments Withheld. The Customer may decline to approve any application for payment, or portions thereof in relation to equipment installation, because of defective or incomplete Work, subsequently discovered evidence or subsequent inspections. The Customer may nullify the whole or any part of any approval for payment previously issued and the Customer may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the Customer and Contractor, to such extent as may be necessary in the Customer's opinion to protect it from loss because of: (a)defective Work not remedied; (b)third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after fifteen (15)days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 9 INTELLECTUAL PROPERTY RIGHTS 9.1 The Customer acknowledges and agrees that Masabi and/or its licensors own all Intellectual Property Rights in the Services and the Software. With the exception of any rights in the Customer Data(which shall belong to the Customer on their creation), all Intellectual Property Rights created by Masabi in the course of the performance of the Services or Masabi's other obligations under this Agreement shall belong to Masabi. All Intellectual Property Rights created by the Customer in the course of the performance of the Customer's obligations or exercise of the Customer's rights under this Agreement shall belong to the Customer. 9.2 Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights in the IT Systems, Platform Services, Software or the results of any Professional Services. 9.3 The Customer grants the use of its company name to Masabi for the purposes of Masabi's sales and marketing for the duration of this Agreement. 10 CONFIDENTIALITY 10.1 Each party shall ensure, in respect of all Confidential Information obtained by or on behalf of it from or relating to the disclosing party, any affiliate of the disclosing party, Agreement#18-7266 16 160 5 or the disclosing party's employees or agents in connection with this Agreement or its performance, that it: (a) does not disclose it to any person except where and to the extent expressly permitted under clause 10.2; (b) maintains it in confidence and takes all reasonable precautions to prevent any unauthorized disclosure or use of it including taking at least the same steps to protect it as it does with its own confidential information; and (c) uses it only to perform its obligations or exercise or evaluate its rights under this Agreement. 10.2 Each party may disclose such Confidential Information only to those of its officers, employees, agents, sub-contractors and professional advisors who both: (a) need to know it to enable this Agreement to be performed or to enable that party to evaluate or enforce its rights or obligations under this Agreement; and (b) are informed of the non-disclosure obligations imposed by this clause 10 and upon whom similar obligations of confidentiality are placed and enforced by that party. 10.3 A party shall be liable for the acts and omissions of the persons to whom it discloses Confidential Information as permitted under clause 10.2 as if they were that party's own acts and omissions. 10.4 If either party becomes aware of any unauthorized disclosure of the other's Confidential Information, it shall immediately notify the other party and promptly comply with all reasonable requests to prevent further disclosure. 10.5 Regardless of anything to the contrary in this clause 10, each party shall be entitled to disclose Confidential Information to the extent that it is obliged to disclose it by Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat., law (in which case the receiving party shall give the party which 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 and where ordered to reveal such information by a court or administrative agency. 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. 11 INDEMNITY 11.1 Masabi shall defend and indemnify the Customer, its officers, directors and employees against any claim that the Services infringes any third-party Intellectual Property Agreement#18-7266 17 it) 1605 Rights, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (a) Masabi is given prompt notice of any such claim; (b) the Customer provides reasonable co-operation to Masabi in the defence and settlement of such claim, at Masabi's expense; and (c) Masabi is given sole authority to defend or settle the claim. 11.2 Notwithstanding clause 11.1 to the extent limited by Florida law, the Customer shall defend, indemnify and hold harmless Masabi against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, provided that: (a) the Customer is given prompt notice of any such claim; (b) Masabi provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and (c) the Customer is given sole authority to defend or settle the claim. 11.3 To the extent limited by Florida law, Customer shall defend, indemnify and hold harmless Masabi against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Customer Data, including Customer's failure to comply with any obligation under clause 7. 11.4 In the defence or settlement of any claim, Masabi may use commercially reasonable efforts to procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if Masabi determines that such remedies are not commercially feasible, terminate this Agreement on two (2) Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. In no event shall Masabi, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services by anyone other than Masabi; or (b) the Customer's use of the Service in a manner contrary to law, to this Agreement, or to any instructions given to the Customer by Masabi; or the Customer's use of the Service after notice of the alleged or actual infringement from Masabi or any appropriate authority. (c) Masabi shall have the right, but not the obligation, without notice to the Customer or to any other person, to set off and apply any balance on any account of the Customer and any other indebtedness owing by the Customer, whether or not subject to notice, due or owing to a different branch or office and in whatever currency, against the liabilities of the Customer under this Agreement. Masabi may convert any such balance or other indebtedness at the prevailing rate of exchange into such other currencies as may be necessary Agreement#18-7266 18 16.0 5 for this purpose. This clause shall not affect any lien, right of set-off or other right to which Masabi may be entitled and is not intended to create any security interest. 11.5 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, 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. The duty to defend under this Article 11.5 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. The foregoing indemnification set forth in Article 11 shall not constitute a waiver of Customer's sovereign immunity beyond the limits set forth in Florida Statutes Section 768.28. 12 LIMITATION OF LIABILITY 12.1 DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12, THE SOFTWARE, HOSTED SERVICES, THIRD PARTY APPLIANCE, MAINTENANCE, UPDATES AND ENHANCEMENTS OR OTHER DELIVERABLES PROVIDED AS A RESULT OF THE PERFORMANCE OF MAINTENANCE, (COLLECTIVELY, THE "WARRANTY SUBJECT MATTER")ARE PROVIDED "AS IS" AND MASABI AND ITS LICENSORS, DEVELOPERS, AND OTHER SUPPLIERS (THE "MASABI PARTIES") FURTHER DISCLAIM THAT THE FUNCTIONS CONTAINED IN THE WARRANTY SUBJECT MATTER WILL MEET THE REQUIREMENTS OF USER OR THAT THE OPERATION OF THE WARRANTY SUBJECT MATTER WILL BE ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 12.1 ARE THE ONLY WARRANTIES PROVIDED FOR THE WARRANTY SUBJECT MATTER, AND THE REMEDIES FOR BREACHES OF SUCH LIMITED WARRANTIES ARE EXCLUSIVE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 12, THERE ARE NO OTHER WARRANTIES, CONDITIONS, OR TERMS, WHETHER EXPRESS OR IMPLIED BY STATUTE, OPERATION OF LAW, TRADE USAGE, COURSE OF PERFORMANCE OR DEALING OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR Agreement#18-7266 19 CAO 16135 ; PURPOSE, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT, TITLE, ACCURACY, OR COMPLETENESS; ALL SUCH WARRANTIES BEING SPECIFICALLY AND FULLY DISCLAIMED BY THE MASABI PARTIES. OTHER WRITTEN OR ORAL REPRESENTATIONS OR AFFIRMATIONS OF FACT, INCLUDING BUT NOT LIMITED TO, STATEMENTS FROM MASABI OR ANY OTHER SOURCE REGARDING THE PERFORMANCE OF THE WARRANTY SUBJECT MATTER THAT ARE NOT CONTAINED IN THIS AGREEMENT, SHALL NOT BE BINDING ON THE MASABI PARTIES AND ARE HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS IN THIS SECTION 12.1, (A) THE MASABI PARTIES SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS USER FROM AND AGAINST ANY OR ALL DAMAGES AND COSTS INCURRED BY USER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION OF COPYRIGHTS BY ANY THIRD PARTY APPLIANCE OR EQUIPMENT OR AS A RESULT OF THE USE OF THE SOFTWARE WITH THIRD PARTY APPLIANCE OR EQUIPMENT AND (B) THE MASABI PARTIES DISCLAIM ANY AND ALL LIABILITY ARISING OUT OF THE USE OF THE SOFTWARE IN ANY CRITICAL APPLICATIONS. 12.2 LIMITATION OF LIABILITY. EXCEPT FOR BREACHES OF LICENSE RESTRICTIONS OR CONFIDENTIALITY AND PROPRIETARY RIGHTS OR CLAIMS UNDER THE INDEMNITY PROVISIONS OF THIS AGREEMENT, (A) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR ANY LOST PROFITS, REVENUE, DATA, OR DATA USE AND (B) EITHER PARTY'S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY QUOTE, WHETHER SUCH ACTION IS BROUGHT IN LAW, EQUITY, CONTRACT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, SHALL BE LIMITED TO THE USER LICENSE FEES PAID BY CUSTOMER IN THE LAST TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, LESS ALL PAYMENTS MADE IN RESPECT OF OTHER CLAIMS SUBJECT TO THIS LIMITATION UNDER THIS AGREEMENT. 13 TERMINATION AND POST TERMINATION ARRANGEMENTS 13.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving 30 days' written notice to the other party if: (a) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; (b) files a bankruptcy petition or has such a petition filed involuntarily against it, becomes insolvent, makes an assignment for the benefit of creditors, consents to the appointment of a trustee, or if bankruptcy reorganization or insolvency proceedings are instituted by or against the other party; (c) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in sub-clause (b) above; or Agreement#18-7266 20 160 5 (d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 13.2 The Customer may terminate this Agreement for convenience with a thirty (30) day written notice. In the event Customer elects to terminate this Agreement during the implementation phase, Customer shall pay Masabi for all services rendered, including equipment and material installed. In the event of Masabi's breach of contract after Customer's final acceptance, Customer shall recover any annual fees paid in advance for the term of the Agreement. 13.3 On termination of this Agreement for any reason: (a) the Customer shall, within 30 days, pay to Masabi any Charges due to Masabi under this Agreement; (b) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party; (c) Masabi may destroy or otherwise dispose of any of the Customer Data in its possession unless Masabi receives, no later than 30 days after the termination of this Agreement, a written request for the delivery to the Customer in an encrypted file compatible with Microsoft Sequel Server 2016, of the then most recent back-up of the Customer Data. Masabi shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all Charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Masabi in returning or disposing of Customer Data; (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced. 14 FORCE MAJEURE Masabi shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Masabi or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, Viruses, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. 15 AMENDMENTS 15.1 No Amendments of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives). 15.2 For operational and other reasons, Masabi may at any time vary the technical specification and form of the Services without seeking the consent of the Customer Agreement#18-7266 21 160 5 PROVIDED THAT such variation does not detract from or impair to a material degree the overall operation or performance of Services or will or may result in the Customer incurring additional costs or expenses. Masabi shall give notice to the Customer of any such variation as soon as practicable. The expense of any such variation shall be borne by Masabi. 16 GENERAL 16.1 Assignment and other dealings. The Agreement is personal to each of the parties and neither party may assign, hold on trust or otherwise transfer, part with or share any of its respective rights or obligations under this Agreement (or purport to do so) without the prior written consent of the other(which shall not be unreasonably withheld or delayed). However, Masabi shall be entitled to sub-contract its obligations under this Agreement provided that it remains primarily liable to the Customer for the performance of those obligations. 16.2 Notices. (a) Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre- paid first class post or other next working day delivery service, commercial courier or e-mail. (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause (a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission. (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. (d) All notices between the Parties shall be provided at the following: Company Name: Masabi LLC Address: 404 5'h Avenue, Suite 6024 New York, New York 1001 Attention Name & Title: Office of the General Counsel Telephone: +44 (0) 207 089 8865 E-Mail(s): igor.poroger(a�masabi.com Customer: Board of County Commissioners for Collier County, Florida Division Director: Michelle Arnold Division Name: Public Transit& Neighborhood Enhancement Address: 299 Tamiami Trail East, Suite 103 Naples Florida 34112 County Contract Agent: Omar DeLeon, Transit Manager Telephone: 239-252-4996 E-Mail(s): Omar.Deleon(a�colliercountyfl.gov Agreement#18-7266 22 160 5 16.3 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement. 16.4 Waiver. A waiver of any right or remedy under this Agreement or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 16.5 Entire agreement. (a) This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement. 16.6 No partnership or agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way. 16.7 Governing law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of the State of Florida. 16.8 Jurisdiction. Each party irrevocably agrees that the courts of the State of Florida shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). 17. INSURANCE. Masabi 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 CqC Agreement#18-7266 23 iou 5 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 $1,000,00 for each accident. D. Cyber Liability: Coverage shall have minimum limits of$1,000,000 per claim. E. Technology Errors & Omissions: 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. This 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. 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 cancelled 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. 18. ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions, attached hereto as Annex 5, shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion. 19. 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 Agreement#18-7266 24 160 5 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. 20. 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. 21. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 22. 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. 23. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. Agreement#18-7266 25 CA 160 5 24. 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. 25. 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. 26. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 27. EQUIPMENT WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, in Annex 3— Masabi's proposal and Annex 6 — Warranty Plan for Warranty, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. The Contractor shall provide a manufacturer's one year warranty for all Equipment purchased and installed, an extended one year warranty thereafter, and a further 3 years of extended warranty as outlined in Annex 6, with the warranty period beginning upon the Customer's final acceptance of the Equipment. 28. TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically CAO Agreement#18-7266 26 1605 inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the County the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 29. 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. 30. 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. 31. 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. 32. KEY PERSONNEL. The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 33. 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. Agreement#18-7266 27 CAO 160 34. SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non-negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. Agreement#18-7266 28 CA 160 5 THIS AGREEMENT has been entered into on the date stated at the beginning of it. SIGNED by i e--) , for ) and on behalf of MASABI LLC: ) ) C' ' Witnesses: ifI Signat re le -,,. .--.r , k,A- t-Type/print witn-: -tType/printwitn-: 'amet L jam . f Signature 64,./ori ��,K‘a A IType/print witness namet £ Pim, ' mr. SIGNED by William L. McDaniel,Jr., ) Chairman for and on behalf of Collier ) / County Board of County ) Chairman Commissioners Ap as to Form and Le ality: , ATTEST: I ......... Crystal K. Kinzeti Clerk of Courts & S ure Comptroller `�,, d !-. .1 j."117 _____Sifilifild... IType/print witness name t Dated: �.. A 41 t • (SEAL) Atte$ t to Chairman's signature only. dp Agreement#18-7266 29 1 6 D Annex 1 Services 1 PLATFORM SERVICES 1.1 The Platform Services are as follows: (a) Justride Fare Payment Platform This shall mean configuration, branding, project management, training, documentation and implementation support. (b) Justride Fare Payment Platform Ongoing Service and Support This includes provision and support for the Justride consumer mobile application, hub back-office service, service hosting, maintenance & service upgrades, account management and 24/7 technical support and electronic validation of the Products via the Inspect mobile fare Inspection Services, as outlined in Annex 3, Masabi's proposal to Solicitation #18-7266 "Collier Area Transit Mobile Ticketing and Trip Planning Application and Onboard Wi-Fi." 1.2 Masabi's standard service levels relating to the Platform Services are included in Annex 7, Masabi Service Level Agreement. 2 PROFESSIONAL SERVICES 2.1 The Professional Services are those services provided from time to time as requested by the Customer, including but not limited to, implementing changes to the Platform System product customization in accordance with clause 15 of this Agreement. 3. EQUIPMENT •Access IS Val 100 •Cradelpoint IBR 900-600M 3.1 Masabi's agrees to provide warranty relating to the equipment purchased pursuant to Annex 3 Masabi's proposal to Solicitation #18-7266 "Collier Area Transit Mobile Ticketing and Trip Planning Application and Onboard Wi-Fi and Annex 6. CAO Agreement#18-7266 30 1605 ANNEX 2 PAYMENT SCHEDULE AND CHARGES IMPLEMENTATION PROJECT ONE-TIME COST Line Description Amount Payment Schedule Item# "1.1 1.5 Mobile Application and Central System - Milestone Payment- See and 1.7 Fixed Route $50,353.50 schedule below 1.10" 2 Mobile Ticketing Website $16,784.50 Milestone See schedule below Total $65,169.00 Onboard Systems Mobile Ticketing -Fixed Route IMPLEMENTATION PROJECT ONE-TIME COST Description Unit Price Units Amount Per Item 3.2 Onboard Validator $2,273.00 25 $56,825.00 3.2 Onboard Validator Spares beyond the initial $1,922.00 2 $3,844.00 25 purchased 3.2 Onboard Validator Software-License Fee $180.00 25 $4,500.00 Total $65,169.00 Onboard Wi-Fi -Fixed Route IMPLEMENTATION PROJECT ONE-TIME COST Unit Price Unit Unit Price Per Unit Price Unit Price Per Item Price Per Per Item Per Item Item Item 7 Operational Support System Included in $ license fee 6.1 Mobile Router $3,559.62 25 $ 88,990.50 6.1 Mobile Router- Spares beyond the initial 35 $1,538.74 2 $ 3,077.48 units purchased 6.7.1 Internal Wi-Fi-Antenna Included $ - 6.7.2 External Cellular and GPS Antennas $168.06 25 $ 4,201.50 6.7.2 External Cellular and GPS Antennas-Spares $168.06 2 $ 336.12 Total $96,605.60 Agreement#18-7266 31 LAO 160 5 Onboard Wi-Fi - Paratransit " IMPLEMENTATION PROJECT ONE-TIME COST Unit Price Unit Unit Price Per Unit Price Unit Price Per Item Price Per Per Item Per Item Item Item 7 Operational Support System Included in license fee 6.1 Mobile Router $3,559.62 35 $ 124,586.70 6.1 Mobile Router- Spares beyond the initial 35 $1,538.74 2 $ 3,077.48 units purchased 6.7.1 Internal Wi-Fi-Antenna Included $ - 6.7.2 External Cellular and GPS Antennas $168.06 35 $ 5,882.10 6.7.2 External Cellular and GPS Antennas-Spares $168.06 2 $ 336.12 Total $133,882.40 Implementation One-Time Cost Summary Amount Mobile Application and Central System - Fixed Route $65,169.00 Mobile Ticketing Website Onboard Systems Mobile Ticketing - Fixed Route $65,169.00 Onboard Wi-Fi - Fixed Route $96,605.60 Onboard Wi-Fi - Paratransit $133,882.40 Total Implementation One-Time Cost $362,795.00 Agreement#18-7266 32 160 5 IMPLEMENTATION MILESTONE PAYMENT SCHEDULE SUMMARY MilestoriesTaska 1 �'6'� r �y a �'j !mss, uui '° i��,,�me � h4� , k fi�C�� yRe R��"'�e ':,Fk!�u�!i. l�y�en ��^i!,, Project Planning $ 89,090.90 $8,909.09 $80,181.81 JustRide Deployment Gates, Justride $1,342.70 $12,084.84 Configuration Phase, JustRide AVL Integration $ 13,427.60 Testing and Quality Assurance $ 13,427.60 $1,342.76 $12,084.84 Customer Support Planning and Training Plan $ 13,427.60 $1,342.76 $12,084.84 Marketing & Launch Plan $ 13,427.60 $1,342.76 $12,084.84 $129,897.36 Validator and Wi-fi hardware Purchase $ 144,330.40 $14,433.04 Validator hardware Installation $ 6,516.90 $651.69 $5,865.21 Wi-Fi hardware Installation - Fixed Route $ 28,981.68 $2,898.17 $26,083.51 Wi-Fi hardware Installation - Paratransit $ 40,164.72 $4,016.47 $36,148.25 Total Implementation Cost $362,795.00 Milestone Payments $326,515.50 System Acceptance - Retainage Payment $36,279.44 33 Agreement#18-7266 • 160 5 Implementation Sub-Tasks Summary Milestones Payment 10% Milestone Retainage Payment Project Planning $13,427.60 $1,342.76 $12,084.84 Project Initiation NTP Hold Meeting with CAT to determine Optional elements Provide questions regarding mobile configuration for CAT to review Kick-off meeting Key Stakeholder Review, Roles and Responsibilities Agency Agreement on Phasing and Timelines Introduce Partners Present Technical Approach On Bus Wi-Fi- Fixed Route On Board Wi-Fi- Paratransit CAD/AVL Integration On-Board Validation Mobile Ticketing Identify and agree PM process Identify and agree Testing Approach Identify Number of Vehicle Types Identify Training Needs Walk through Detailed schedule Walk through Configuration Review Retail Hub Payments Validation Get Tariff Data from CAT Marketing and Launch Plan Objectives/Approach JustRide Deployment Gates,Justride $13,427.60 $1,342.76 $12,084.84 Configuration Phase,JustRide AVL Integration Payments Processing Identify PSP Identify Acquiring Bank Set-up PSP and Acquiring Back Justride Mobile Configuration Get Agency Branding and Style Guides Get fare and Tariff Policies Develop Purchase flows Develop Wireframes Present Wireframes to CAT Update as required Agreement#18-7266 34 ((-7A() 16D5 Brand Management Activities Help and Customer Service Menus configured Application Administration Screens-Terms, Receipts, T+C's Disclaimers etc. Deep linking links Tariff Management Development Environment Set-up Mobile Testing and Review CAD/AVL Integration Definition AVL Solutions Design AVL Integration Development AVL Backend Data Warehouse Integration and Reporting Mobile UAT Testing Updates to issues found in UAT Mobile UAT Testing-Second Round Hub Configuration User Roles Configuration Reporting Configuration API Data Access Set-up and Configuration Hub Testing and Review Hub UAT Testing Updates to issues found in UAT Hub UAT Testing Second Round Integration Testing AVL Unit Testing ustomar Support'Plannin and'frainiria hien"'U' i$ ; 447:59 � ,, Training Identify Roles Identify Training needs Develop Training Plan Develop Training Materials Intro to Mobile Ticketing Retail Application Hub (Administrator) Hub(Agent) 4g Lite Network Maintenance Inspect and Validation Pilot(/Optional) Identify User group for Pilot Provide access to full Payments UAT environment Undertake Pilot Provide Feedback Agreement#18-7266 35 1605 Marketing&Launch Plan $13,427.60 $1,342.76 $12,084.84 Marketing and Communications Develop Marketing Plan Create Marketing and Communications materials Provide Updates to the traveling Public Create Materials for a press release Set-up Press conference Create Press-Packs Press Conference Go-live Wi-Fi and Validation Project Planning $75,663.30 $7,566.33 $68,096.97 This part of the Project Planning above which includes the hardware configuration Validator and Wi-Fi Hardware Purchase $144,330.40 $14,433.04 $129,897.36 Order Hardware Order Validators Order Install Package Order Mobile Routers Order Internal Wi-Fi Antennas Order Cellular GPS Antennas Ship Hardware to the US Clearing Customs Validator Hardware Installation $6,516.90 $651.69 $5,865.21 Validator Installation Configuration Testing Full Integration Testing Testing Full end-to-End Integrated UAT Testing Fix and Issues Identified Full end-to End Testing Payments Testing Validator Installation Validation Rules, Use Cases and Enforcement messages Visual Validation Roles Set-up (optional) Wi-Fi hardware Installation-Fixed Route $28,981.68 $2,898.17 $26,083.51 Wi-Fi Implementation Fixed Route Onboard Network Architecture Design Architecture Review Remote System Management Control Reporting and Data Management Business Continuity Planning Installation and Wiring Configuration Testing Full Integration Testing Agreement#18-7266 36 160 5 Wi-Fi hardware Installation-Paratransit $40,164.72 $4,016.47 $36,148.25 Wi-Fi Implementation Paratransit Onboard Network Architecture Design Architecture Review Remote System Management Control Reporting and Data Management Business Continuity Planning Installation and Wiring Configuration Testing Full Integration Testing Agreement#18-7266 37 /� 16t35 REOCURRING ANNUAL FIXED FEES Annual License & Support: Below are the annual license and support fees for the CAT Mobile Ticketing, Trip Planning Application and Onboard Wi-Fi. Annual support to be charged beginning one (1) year following Customer's Final Acceptance of CAT Mobile Ticketing, Trip Planning Application and Onboard Wi-Fi. Mobile Ticketing and Trip Planning - Fixed Route Line Item# Description Amount "1.1 - 1.5 and 1.7-1.10" Mobile Application and $23,625.00 Central System - Fixed Route 2 Mobile Ticketing Website $7,875.00 Onboard Systems Mobile Ticketing - Fixed Route Line Item# Description Amount 3.2 Onboard Validator $5,646.00 3.2 Onboard Validator Software $4,500.00 OSS - Net Cloud Prime Line Item# Description Amount Option OSS - Net Cloud Prime $0.00 Agreement#18-7266 381 1605 • 4 REQ _` �� Warranty Fees: Below are the warranty fees for all equipment installed and purchased for CAT Mobile Ticketing, Trip Planning Application and Onboard Wi-Fi. The warranty fees to be charged beginning one (1)year following Customer's Final Acceptance of all equipment purchased for the CAT Mobile Ticketing, Trip Planning Application and Onboard Wi-Fi, Line Item# Description Amount 12 Two-year warranty $12,109.97 12 Year 3 Warranty (Option) $10,392.58 12 Year 4 Warranty (Option) $10,392.58 12 Year 5 Warranty (Option) $10,392.58 CREDIT CARD PAYMENT PROCESSING FEES Masabi, as Merchant of Record, will be utilizing a payment service provider of its choice. Payment fees are exclusive of third-party payment processing fees. These fees (e.g. PSP, Gateway,Acquiring, Interchange, Scheme, Wallet)will vary depending on average transaction value of payment processed and the actual mix of payment cards used and will be a pass- through cost. By their nature, these fees are largely market standard and will not change from vendor to vendor. Changes to the fees will be provided to the Customer in advance. Agreement#18-7266 39 1613 5 Professional Services The following rates shall be used for Professional Services: Role Hourly Daily Rate (USD) Rate (USD) Program Manager $300 $2,400 Project/ Product Manager $250 $2,000 Senior Architect $400 $3,200 Senior Platform Engineer $300 $2,400 Developer $220 $1,800 Industrial Designer $500 $4,000 Support Engineer $187.50 $1,500 Training Services -Onsite $150 $1,200 Training Material Development $187.50 $1,500 Agreement#18-7266 40 /' 160 5 PAYMENT AND FARE REMITTANCE The total value of fares received by the Service Provider less the charges described above shall be remitted to the Customer within 5 working days of the end of each calendar month by ACH bank transfer, together with remittance advice by email. The Customer's bank details for the ACH bank transfer is as follows: Name of the Bank: Address of the Bank: ABA Number: Account Number: Name of the Account Holder: The Customer's contact(s) for the remittance advice shall be Customer Representative. Agreement#18-7266 41 16D 5 ANNEX 3 Masabi's proposal to Customer's Solicitation #18-7266 "Collier Area Transit Mobile Ticketing and Trip Planning Application and Onboard Wi-Fi." Pages 1- 90 (following this page) Agreement#18-7266 42 e> 05 ANNEX 3 rilliali III ill masabi Collier Area Transit Solicitation 18-7266 CAT Mobile Ticketing Trip Planning Application and On Board Wi-fi k Sas1,„. j cN(*) _ 16D 5 mpgbi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Table of Contents Executive Summary 4 Capability of the Proposed System to Meet Agency Needs 6 A. Mobile Ticketing Platform 6 Retail 7 Justride Mobile Applications 7 Select and Pay 8 Activate and Ride 8 Ticket Activation 9 Offline Functionality 9 Ticket Wallet Security 9 Ticket Design 10 The Customer Account 11 Validation- Inspect 11 Inspect Validator 11 Mobile Ticket Verification in Inspect 12 Validator Management 13 Journey Planning-Avail myStop 13 Avail myStop 14 SDK Future Roll Out 14 Back-Office-Service Management System 15 Justride Hub 15 CAD/AVL Integration 16 Reporting and Personal Information 16 Support of Customers 17 Platform Architecture,Security and Privacy 19 1 r--% 1bfl 5 ma abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Security 19 Payment Security 19 Data Security 20 Customer Care,Support&Escalation 20 Agency Customer Care Support&Operations 20 Customer Support Plan &Service Level Guidelines 22 Roles and Responsibilities 22 Masabi Support 22 Remote Account Management Support 22 Training Program 22 Functional Requirements Matrix 24 A. Onboard Wi-Fi 40 Project Plan 57 Experience and Installation Base of the Proposer 61 Company History 61 Mobile Ticketing Experience 62 Qualifications of Personnel Assigned to the Project 63 Principals 64 Avail Technologies Project Team 65 Cost to the County 67 Customer Listing 68 Acceptance of Conditions 70 Required Form Submittals 71 Attachment 2:Vendor Checklist 71 Attachment 3: Conflict of Interest Affidavit 72 Declaration Statement&Conflict of Interest Affidavit 72 2 it 160 5 ra i1p5gb18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Vendor Declaration 73 Masabi LLC 80 Grant Required Forms 81 Conflict of Interest Certification 82 Acknowledgement of Terms,Conditions and Grant Clauses 83 TACS Form 86 Signed Addenda 88 3 _ LoLl 5 macabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi I. Executive Summary Masabi is excited by the opportunity to bring its Justride mobile ticketing solution to the riders of Collier Area Transit (CAT) to modernize the way it is able to deliver its service to the Collier County community. Masabi is the global leader in mobile ticketing, having spent the last 10 years building the Justride platform to be a world-class, sophisticated end-to-end solution that is rapidly deployable as a turnkey project, ready to launch and configurable for CAT's needs. Since 2007 Masabi has been working hand in hand with its transit operator partners, empowering riders with the ability to purchase tickets anywhere, anytime, while reducing the cost of fare collection and providing unprecedented ridership data for transit agencies to use to better manage their service operations. As North America's most used mobile ticketing service,and the first to launch mobile ticketing in the U.S. with the MBTA in 2012, today Justride processes over $500m annually and sells more than 26 million mobile tickets. The platform has been deployed to serve the mobile ticketing needs of over 30 agencies across the globe; agencies of all sizes and transit modes. Justride is a mature and deployment proven platform. The platform has evolved with input from all Masabi's agency partners and continues to do so. Masabi is committed to keeping the Justride platform at the cutting edge of fare collection technology. As a Software-as-a-Service (SaaS) solution, agencies on the platform not only can provide feedback and contribute to the growth of the platform's functionality, they also benefit from bi-weekly updates to the platform. Masabi is the ideal choice for CAT for the following reasons: • The Justride platform is delivered by a world class team with expertise deploying mobile ticketing solutions to over 30 agencies across the world. • Proven ability to deploy electronic validation for mobile ticketing authentication as demonstrated by the deployment of over 600 electronic validation devices across the Las Vegas RTC fleet. • The Justride platform is designed to enable offline activations and validations, functionality that is essential in a transit environment where there are likely to be gaps in cell service coverage. • The capability for the Justride application to contain a flexible range of content,including embedded external web content, deeplinks out to other applications such as the MyStop application or other best-in-breed Mobility-as-a-Service apps like Transit app. • SaaS benefits, like benefiting from extensions of the platform to include physical retail for unbanked riders as an optional extension or like embedding ticketing through the Justride Software Development Kit inside third-party applications. • Justride's industry leading back office management tool, the Hub, offers extensive data analytics and unparalleled control of the mobile ticketing solution from a browser accessible, user-friendly interface. 4 160 5 mdsabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi For CAT's WiFi solution and Journey Planning component, Masabi is excited to be partnering with Avail Technologies, CAT's trusted provider of CAD/AVL and myStop Journey Planning technology. In partnering with Avail, Masabi will not only be leveraging Avail's technology expertise delivering WiFi technology as an integrated part of their ITS offering to transit agencies like CAT, but will also be teaming with one of CAT's proven technology advisors. As part of Avail's due diligence investigating different vendor solutions available, Avail was confident that the Masabi solution was the correct decision for CAT and Masabi is as well. Moreover, by working to integrate directly with Avail as part of this partnership,CAT will benefit from a creative integrated offering between its CAD/AVL provider and its mobile ticketing provider that enables the agency to collect the richest data from its mobile ticketing deployment. In short, this combined proposal with Masabi offering its Justride platform and bringing Avail Technologies as a sub-contractor to fulfill the WiFi and Journey Planning capabilities of the RFP offers CAT a best-in-class solution. Thank you in advance for your consideration, Zach Ascher Business Development Manager,North America Masabi LLC; 404 5th Avenue,Suite 6024: New York,NY 10018 Telephone: 914-715-4948; E-mail address: zach.ascher@masabi.com 5 Cno 1"---" • 160 5 ma abl 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi II. Capability of the Proposed System to Meet Agency Needs A. Mobile Ticketing Platform Masabi is the global leader in mobile fare collection, having spent the last 10 years building the Justride platform to be a world-class, sophisticated end-to-end solution that is rapidly deployable and designed specifically for public transit agencies. It has now been deployed in more than 30 agencies across the world, and processes well over half a billion dollars per year with rapid month-on-month growth. • S f.wu.w , �� '84 ...... MMMT tLS. +y t _ .4‘ It .41 7-11r7:::1;417; C".= L�justride MIME eoe tea Retail t Hub `Q:Inspect However, Justride is more than a mobile ticketing solution - it has been built from the ground up as an account based fare collection platform, and during 2017 this vision has come to fruition as the core mobile ticketing and validation suite has been extended to support tap-to-pay travel using a wide array of tokens, including MiFare cards and mobile barcodes. While integration to MiFare cards and alternative tokens aren't part of the scope of this proposal for the initial period, it is essential for CAT to think of this mobile ticketing deployment as a foundation for future fare collection modernization initiatives. 6 16135 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Ilraimsa The mission of Justride is to bring the full benefits of a truly modern and lightweight AFC system to the widest array of transit agencies possible,with a scalable and flexible Software-as-a-Service model running on cloud servers with Commercial Off The Shelf hardware,at an affordable price point. Masabi has engineered its platform with close feedback from agency partners, and is excitedabout bringing CAT into this family, offering the leading SaaS AFC platform and associated expertise. Justride is made up of three primary platform modules - Retail (iOS and Android applications), Hub (reporting, analytics, customer service) and Inspect (validation). These components are backed-up by a range of services which ensure secure creation, delivery and management of tickets, a PCI DSS certified payment system and a scalable account-based system. f ' Retail cat: JustrideMobileApplications Masabi's Justride applications for iOS and Android allow CAT customers to purchase and use virtually any ticket from their u Your tugs icApgs wH aggrca.grce erg a;,rek smartphone. Our tried and tested application allows secure ticket _. purchase in seconds and can be branded to reflect the CAT visual identity. My Account D For CAT, Masabi will deliver a fully-branded application, managing 5a the fare,payments,ticket delivery and security. The Justride Retail app allows customers to purchase and use tickets directly from their smartphone and is able to service customers who purchase tickets in advance of travel or at the timethug""k' of travel, with rapid ticket purchases through their mobile devices. The Retail mobile app is designed to complete mobile ticket , 7 CA _ 1605 mp pbi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi purchases with minimal taps, and store the customer's payment details for rapid repeat transactions and can be integrated with a range of payment options - all without requiring customer-registration. All Justride purchases are encrypted using the highest grade security, and Masabi's PCI DSS certified systems (audited on an annual basis)were the first to be operational on Amazon's Cloud on both sides of the Atlantic. The platform tracks a range of known payment fraud patterns to ensure that customers attempting to defraud the system are rapidly flagged and prevented from doing so. Building a truly secure platform is a primary focus for Masabi. Please try the Las Vegas RTC mobile ticketing app, which can be found by going to http://www.rtcsnv.com/ridertc/ on your mobile device. Select and Pay Justride offers the fastest ticket purchase of any mobile ticketing platform in the US, with intelligent design minimizing the number of taps a user needs to purchase a ticket: / • ••••••• \�t beWCxd mho+saM 11,1 4.4 12 St wxw,, Pa <°'^•°• •"" " �._»...,�. Transaction `.. ".". Successful 1 =MI V i "_ snar a 4 tw,. Please a(5 IS,o,ticket Mt N.A�., betece bearding. 61* IwnmS, - � GO'l hcketkkellei a.+, Tickets (customers may purchase singles, multiples, or multi-rider options) are then delivered to the Ticket Wallet. When the customer is ready to ride they select the ticket they wish to use and activate it. Activate and Ride Purchased tickets are delivered to the Ticket Wallet where they are stored offline for future usage. When a customer is ready to ride they can activate tickets, including the activation of multiple tickets, directly from the ticket wallet. Previously used tickets also remain stored within the history section of the My Tickets screen, for the customer's reference. The customer can optionally be reminded that activation is a non-reversible action. 8 16135 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Ticket Activation When customers choose to use a mobile ticket they simply have to'activate' it.Activating the mobile ticket'stamps'the ticket,which prevents it from being re-used.As part of the activation process,customers are asked to confirm activation to prevent duplicate activations. = rkif utt 1111=a1111.1 - :r c Marc""ue'sh. ' Ma" 4.'�3 Marco Ex)res‘, s N.._t_ Once activated the ticket displays the secure dynamic visual validation animation, while incorporating an interactive component that releases the barcode (another measure to protect against screengrabs or video recordings). Tickets prominently display their expiration time to ensure that customers are aware of when they must complete their trip. Offline Functionality The system allows ticket activation offline to ensure that riders can still travel with their purchased tickets even when a network connection is unavailable - critical in a transit scenario, where the user is often in a poor coverage area or a busy area with significant contention for signal. This is one of the key differences between Masabi's Justride platform and other mobile ticketing systems, many of which cannot work offline, and this serves to highlight the level of detailed system architecture that has gone into the Justride platform. Masabi has engineered the Justride platform to be secure and to protect against fraudulent activity while still being functional in a transit environment. Ticket Wallet Security As described above, the transit environment requires tickets to be available offline- Masabi has seen on numerous occasions that cellular signal strength on transit networks is not consistently reliable enough to enforce a mandatory connection back to the server before a pre-purchased ticket can be used. To try to do so would result in significant customer problems. However, offline tickets present a potential vector for fraud. Justride apps implement a sophisticated multi-layer security approach to eliminate the main 9 1605 masa bi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi avenues for fraud: distributing tickets to multiple devices,manipulating the ticket data to change validity, and preventing ticket activation • notifications from reaching the server. tv Watfat O} First, Justride incorporates a custom secure ticket vault, that locks tickets to a specific mobile handset in a tamper proof encrypted store. This relies on a number of cryptographic layers to render ticket data �P,� _" _•_ _••" unreadable when moved to any other device, alongside digital �..., . signatures that prevent users modifying tickets to change their validity. " "" """" Second, Justride provides robust security against various attacks that can be attempted against offline ticket usage. The server limits the �. „>.• number of times tickets can be moved between devices - or restored onto the same device after an application is re-installed - to handle genuine cases of handset loss or upgrade without opening up a systemic fraud vector. On iOS, persistent storage is also used to ensure that even after a reinstall on the same device all offline activation records are processed and sent to the server; Android does not have similar built-in functionality, but makes best effort to achieve the same protections. Ticket Design Tickets are potentially complex screens, but Justride simplifies the ticketing screen,supporting a standard flexible design: • • . — 42-55 w 13,47./r° - et Marco Ex.re55 n ..•'. _-.,.w• 04 The tickets incorporate our visual validation mechanism and are dynamic and interactive to prevent screen grabs and video recordings.We embed our secure QR code within the interactive component of the tickets even for visual validation deployments to provide an extra layer of security-the credible threat of inspection. Justride mobile tickets contain a section of the screen that emulates paper tickets, including 10 c _ 1613 5 mp pbi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi custom symbols based on ticket type. Key editable components of tickets that are supported are: • A rectangular section of screen supports configurable elements that can bring in design cues from the paper tickets, including custom symbols based on ticket type, thereby supporting customer and staff adoption. • A choice of information to display from what is contained within the ticket. • Text color,style and sizing for the ticket information. The Customer Account Masabi takes a unique approach to the Customer Account to both optimize the customer's purchase flow and maximize flexibility for the agency. Masabi has learned through its 10 years of delivering mobile ticketing services that the optimal customer experience for a first-time user is to select the fare, pay and ride. Signing up for an account with personal details during that flow is a barrier to purchase, and puts many off. That said, the benefits of having an explicit account tied to the customer's email address are obvious- access across devices, stored payments, better data for customer services management,etc,and BBB can specify that riders must create an account. In principle, a rider does not need to create an account to purchase a ticket, thus enabling a convenient and easy purchase experience for the passenger without the hassle of mandatory sign-in . A mobile ticketing user is able to purchase a ticket, store their card details, have customer services manage their tickets - all using Implied Accounts. In fact, what is happening is that Justride uses the device ID and customer details to create a dedicated and secure account for the customer without a username and password. This is different to a'guest checkout'as an account is still created for riders. If customers create a username and password they will be able to move tickets between devices in a secure manner, are provided a unique Account ID, are fully identifiable by Customer Service agents through a wide range of identifiers, and have all the tools necessary to manage their account,such as password reset,card management and ticket history-even refund requests. Validation - Inspect Inspect Validator Masabi has worked for years with partner AccesslS to create Inspect Validator, which is now widely recognized as the fastest 2D barcode scanner in transit,also offering MiFare card support with secure SAMs for account based ticketing and a host of other features, in a ruggedized unit that is easy to install on vehicles. Masabi has proven its ability to deploy electronic validation more than any other vendor in the market. Masabi has deployed over 600 validation devices on vehicles in Las Vegas for Las Vegas RTC, where Masabi provides an electronic validation mobile ticketing solution and is now anticipating extending validator support to MiFare concession passes issued by a 3' party. The validators are also deployed with Keolis in Orleans, France. 11 S INF 1•11001111111114- 1605 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi <- LED&Sound alerts The Access IS Val 100 is connected directly to the bus battery and therefore turns on when the bus is turned on. Additionally, the Val 100s will be mounted on poles ✓ 480x272TFT wean visible to drivers and respond to validation events with WIFUCellular Data respective visual light response and auditory sound Bluetooth GPS responses that alert the driver and the passenger as to whether the validation event was a valid response, an __. optical scanner entitlement response, or an invalid response. iit . 1 Information pulled from the CAD/AVL will be IS014443 EMV Level 2 certified integrated on the server side (as will be detailed in the Hub Back-Office section). As a result of these features, Masabi will enable CAT to bypass a bespoke Ethernet J RS232 integration with the MDT while providing the agency, the driver,and the passenger with all of the functionality desired from such an integration. The validator maintains a local whitelist of valid cards alongside a deny list of mobile tickets already seen,synchronized with the back office regularly but capable of working offline. In addition to the Access IS Val 100, Masabi is excited to share that it is developing a low cost validation device that it plans to bring to the market within the timeframe of the proposed deployment schedule. The device is not yet in a position to include as the primary device that Masabi can propose in this response, however should it be a commercially viable alternative at time of validator deployment, Masabi would be happy to work with Collier to realize the cost savings this device would provide (reduced from the price quoted in the pricing sheet) as a go-to-market partner for this device,should the agency so desire. Mobile Ticket Verification in Inspect The electronic tickets include a secure payload that essentially is a short piece of digitally signed and encrypted data, representing an entitlement to travel. This is currently displayed as an Aztec barcode by the mobile application, to allow easy machine-to-machine reading by the Inspect validation suite; however, it can as easily be transferred over Bluetooth LE, NFC, or any other appropriate medium once these technologies are appropriately reliable and widespread. The digital signature authenticates the source of the ticket and prevents manipulation of the contents. It is designed to allow secure offline validation. Barcode payloads are read by the validation hardware then passed to Inspect, which decrypts the barcode and uses the cryptographic signature to ensure that the ticket was issued by a Justride server, then runs the fields in the decrypted payload against a set of validation rules to determine if the barcode represents a valid ticket in the current context(date, location etc.) and then checks in a local database if the ticket has already been seen or cancelled (using the 'Deny List', a list of already scanned tickets). The local database is regularly synced with the back-office, ensuring the system is always up-to-date but is resilient to dropping offline at any time. Regardless of whether the ticket is considered valid or not, a Scan Record is stored in a local database, including the ticket payload and any actions taken by Inspect, for uploading to the 12 CAO 1605 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi back-office. Validator Management 0 All validators are tracked in the Hub management UI, through a screen cso that can instantly show the current9 state of each device and drill into its v telemetry data. This is accompanied 9' by a map view which shows where each unit currently is, allowing users Kamm 4*44 to select a validator and replay its recent movements and review what validation events have occurred on it. Validation events are also visible in the Hub through the customer services tool, appearing attached to every user account - so staff can review where taps and mobile ticket scans have occurred, and what the outcomes were. Journey Planning- Avail myStop For this proposal, Masabi intends to embed a deeplink within the CAT Justride Retail application to link to the CAT myStop application, which is serviced by Avail to support CAT's Journey Planning functionality as well as the real-time alerts to customers. 1941, 0 .... AA Restos �■�■ 1f us.-Creels tie H§x.... � YI Ax,grl G9fk4n19 ( '"�'e f3f E.+p'ans trrriotwst• 111 II ®}� U NCH C w$dwo AM UIt 014CiaafI'.1t Co053Wtp YARN M atihuoeF*. f.NY 0*OM*.U"9:E LRY 11;1411dsek,tsw tN 19 US 41 East N48,1sVano, By utilizing the myStop application, Masabi will focus on its core competency of transit ticketing and leverage the application that CAT and CAT passengers have already grown to know and love. Justride applications can contain a flexible range of content, including embedded external web content, links out to other applications and locally cached maps. 13 r'.i t'i 16135 5 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Additionally, Masabi can utilize deep links to connect to other best-in-breed Mobility-as-a-Service apps from within the mobile ticketing functionality. For instance, Masabi has partnered with industry leading journey planning application,Transit,to deep link between apps in Las Vegas so that passengers can see real time information and plan their journeys using Transit's interface and purchase tickets through the Justride application seamlessly and could extend this partnership to the Los Angeles area. Avail myStop CAT riders already know and love the Avail myStop app and for this reason, Masabi is pleased to be including a deeplink handoff to the existing CAT myStop application for journey planning capabilities as part of this response. As CAT knows, riders can create a list of favorite routes, set up recurring alerts, or one-time alerts whether via website or mobile application. In the real-time component of the application, riders can access information about routes, stops, stop departures (scheduled and estimated), and vehicle locations.Additional capabilities within the apps include: • See service alerts for routes of interest or within your favorites • Get walking directions to the stop through an interface with Google • Provide feedback to the agency of system experience and performance • Integrated notifications - real time alerts can be sent via email/text through set up within the app • Integrated trip planning with Google trip planning through the app SDK Future Roll Out Masabi envisages that an extension to this project could utilize Masabi's SDK in a mobility application, like the mentioned Transit app, aiming to to tie together multiple urban mobility modes behind a journey planner, where each leg of a planned journey may be implemented using the appropriate mode. An example flow is shown below, with screenshots taken from existing applications to illustrate concepts: 50:. # .... rx -;.sri XSV' _. + •'r N.y. xy. 1;}g. .A ..._..-.ash v rr:awp 0 ItetilgrOV, o 3:54:21'PM 17/051,2017 • , y * - sem . •'-� N 4.^",1 11.:0 • Your 1.231io. 0...W., m cwoo+ Reno,oak Nut ©Abbey 9® mn $ ins ,11, Ir.11 Back t ® ' E • .,, :,., �« Enter journey Select a preferred App provides support JustRide SDK provides origin and destination route plan throughout the journey tickets for public transit legs JustRide SDK 14 1605 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi While this is not included as a priced option in the initial proposal for CAT, this functionality is available to CAT in the future should they seek to deploy such an integrated solution. The SDK could also be integrated in the myStop app, though again, this is not part of this proposed solution. Back-Office - Service Management System Justride Hub Justride Hub is the back office management system for Masabi's fare collection platform. In deploying the Justride platform,CAT will be deploying not just a mobile ticketing application, but an end-to-end platform that synchronizes in real time with our sophisticated back-office management software. µ _ Using the Hub, CAT staff can maximize its insights into customer use of CAT's mobile ticketing solution by checking ticket sales data, downloading revenue and usage aimsreports, analyzing key operational trends and managing customer service requests. The Hub UI is split into discrete functional Modules, each encompassing a particular iNsOvi .14.• " set of actions and data that the user may wish to interact with. Access control is granular, with the ability to create users who can only access certain modules - for example Customer Service Staff can only access the Customer Service tools, and it is possible to restrict the ability to issue Refunds '— and Complimentary tickets to a subset of staff. All Modules that a user can access are shown on the navigation sidebar of the Hub UI; other Modules not in their permission list are hidden from them. Modules within the Hub back office include: • Customer Service • Reporting and Analytics • Validation Management • Hub User Management � ■ • Dashboard,with key live data All actions run by any user of the Hub are written to a secure i Jima immutable audit trail, whether they succeeded or failed. '• Managers are provided with a daily,weekly and monthly report "- that allows them to understand who has done what within the Hub, and also spot unusual trends such as a spike in refunds or 15 C 1605 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi free tickets being issued. Key numbers are presented on the live dashboard, giving an overview of activity updated every minute. Headline figures are compared with historical ones on the front page, in order to easily identify trends in usage, best practices or issues. The Justride Hub can also display dynamic activity indicators and holds analytics capabilities. Masabi will provide staff with clear and sleek ways to follow purchases and activation trends over time, dynamic charts on finances or route information,and more. Through the Hub, CAT staff can access all relevant information and actions linked to customers, in order to assist them efficiently and always keep satisfaction rates high. Hub users with appropriate access permissions may also modify the tariff, adjusting prices and adding, modifying or removing products. For large-scale changes CAT staff will work with Masabi's QA team, but simpler changes can be made without Masabi involvement. Reporting and Personal In formation CAT staff with privileges to view reports will be able to download a range of daily, weekly and monthly reports - all stored safely in the Hub for easy access at any time. Access to all reports are tracked in the secure audit trail, and all mandate HTTPS connections to download using the latest TLS 1.2 protocols required by the PCI-DSS specification for payment information. CAT is in complete control over which Hub users have privileges to see each report type,and can suspend them at any time,enabling easy management of access provision to customer's personal information. Reports available to managers identify what each user has accessed. Reports are generated from the Justride Data Warehouse, which is an immutable (unchanging) archive of event-based data tracking all important events occurring anywhere in the system -for example ticket purchases, account logins, and ticket scans by Inspect. Data is encrypted at rest, within multiply-redundant backed up databases which are firewalled from the Internet, guaranteeing data privacy. In addition, all data is scrubbed of PCI-sensitive data before being sent to the Warehouse, with PANs reduced to first 5 / last 4 digits; most tables use anonymized keys for accessing rather than personally identifiable information. A Data Policy document is available on request outlining Masabi's full policy, including a field-by-field breakdown; Masabi guarantees conformance with both US and European data protection laws. The system comes configured with a default set of daily, weekly and monthly reports for ticket Sales,Activation and Validation in each area, both an executive summary and raw data available. 16 16D 5 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Default reported Ticket Activation data: Default reported Ticket Validation data: • Ticket activation time • Ticket scan date/time stamp • Ticket activation time since • Ticket scan location stamp purchase • Scan types • Ticket/pass type • Ticket/pass type • Origin and destination information • Geolocation data • Unique identifiers • Unique Identifiers Default reported Sales data: Default reported Staff Activity data: • Purchase date/time stamp • Refunds • Ticket/pass type • Complimentary tickets issued • Payment method • Ticket migrations between • Payment card type accounts • Sales value • Blocking and unblocking of • Refund value customers • Origin and destination information • Customer notes added • Unique identifiers • Reports downloaded • Unique identifiers In addition to the reported fields listed above,through the CAD/AVL integration with CAT's Avail CAD/AVL system, each validation instance will be enriched with stop ID, route ID,driver ID,and bus ID, so that CAT will be able to glean the most in depth insights from its mobile ticketing solution. Reports are generated using a sophisticated report template engine that can be used to create new and/or customized reports on a paid-for basis,in a variety of formats. In addition, the full set of raw Data Warehouse data is exposed through a set of RESTful APIs in both JSON and CSV format. This can be used by an Extract Transform Load system to import data into any existing Data Warehouse that CAT uses. All API access is over HTTPS again, and authenticated using credentials which CAT administrators can set up and maintain within the Hub. One more way that CAT can benefit from Masabi's partnership with Avail is that should CAT choose to deploy Avail's business intelligence tool, Avail can pull Masabi's RESTful APIs to consolidate mobile ticketing data in one back-office tool. Support of Customers The Hub Customer Service module allows authorized staff to handle multiple actions to be performed in order to help customers. The interface specification for looking up a customer and performing an action is outlined below. A typical process for managing a customer service request,using Masabi's tools,will begin with a rider contacting CAT's first-line support. The Customer Service Agent will then be able to search for the rider using a variety of fields, including(but not limited to) Card Name, E-mail,Account ID, Ticket ID: 17 'CAO 1605 mace bi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Smart search Unclear?Try Advanc:ecl search This will return a list of users with their current account status: Smart search unclear?Try Advancad w=arrh fatly rcarcn by payment taro name Q found 36 rasolty: App ID Account tD fl Username Lot Used flrnxll w St* WABrd6SETE10, N(PLCVGEE ieay finer+Cenee rEttabl,e6fYr NNwrilkti NABMBS:E'3I AIAPNIVDEEE(% i.stormerADIOna•,abi tom 0 WaBME4S7E+61, WCVt;WEEt':b t0.4<aa.ra m,erxsx+emabi.ram *a' eat,t It,1 .:II 1';,t. WcIji EDEBt' S ..• i. a°atn coin -`" Once a rider has been uniquely identified within Customer Services the Hub, the customer's summary page is shown listing their personal details,tickets,the payment Rt,.„,, „t. x cards they have used, and their history of ; x • interactions with CAT staff. I Account Q Revise 0 Informant A variety of actions may be performed on the .. t>wNtD �s«t t y ramex.I a aaacISA+rna;aLd mm B.30D G 7.3r,,. Uwe u customer and their tickets at this point, if the Customer Services Agent has sufficient privileges in the Hub: they can be blocked if they are suspected of fraud; their tickets can be refunded, `°”'"er'ax"5F"`D ''s Funder Soma Nene zip woe Suttealtee Amomn Faded Amount SwNd he Row* Drugs canceled or reactivated; receipts can be resent; ot customers can be issued a complimentary ticket; the Agent can review their transaction history TCketWa 0 and break down how many successful and failed rk, purchases they have made on each card (useful when identifying card fraudsters using the app). e„v.^°m°� Suns Purdwe<r. Details Any action on the user is accompanied by a ° A descriptive comment from the Agent, and at any °; :a',°'S c� point Agents can also attach free text notes to the customer's account which will be displayed to all Agents looking up this customer in future. EttElements 0 Personal identifiable information stored within the system is kept to a minimum for two reasons- Ootome A=tana w to avoid unnecessary data entry for the sCaff„, �s 0 customer, and to minimize data privacy concerns. 18 CAo 160 5 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Customer Service Agents will see an email address (required for receipts and as an account name), and a subset of payment information considered acceptable under PCI-DSS rules (PAN last 4 digits plus the card name) without compromising payment card security. All actions in the log are tracked in the Hub audit trail, so it is possible for managers to identify which customers were looked up by which Agents. Issues may be escalated to more senior CAT members, or to Masabi for action. All incidents raised to Masabi are managed through an incident management tool. Easy to use and with customer relevant functionalities, the Hub gives staff the ability to handle customer requests quickly and conveniently. Masabi will collaborate closely with CAT to make sure all staff members are fully trained in using these tools - along with developing a "Train-the-trainer" program,to make sure the knowledge level is consistent throughout time. 1 ' 1 ' Security Payment Securityp •DSS The Justride platform is fully PCI DSS level 3.2 compliant,formally audited on y/ COMPLIANT an annual basis and assessed by Masabi's QSA on a monthly basis. All releases into the live environment are accompanied by formally tracked code reviews, static analysis and a full suite of vulnerability scans. All Masabi staff are trained frequently in PCI requirements, encompassing the full OWASP top 10 vulnerabilities and other appropriate sources of vulnerability information. 19 160 5 masabi18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Data Security Conformance to all US and European data privacy laws has been built in from the start,and effort is made to store data in an anonymised format wherever operationally viable. Data resides within Masabi's firewalled Virtual Private Cloud in Amazon AWS, with live redundant copies across multiple locations and daily offsite backups. PCI-DSS rules are strictly adhered to - the Card Data Environment is kept as small as possible, with plaintext card numbers visible only to one service directly handling payments. Card payment details themselves are never stored within Masabi servers, with only tokens stored locally; tokenization occurs with our 3rd party provider Token Ex,also PCI-DSS certified. All data sent outside of the CDE is scrubbed to ensure full PANs are not included -first 5/last 4 digits are sent to the Data Warehouse,and only last 4 are shown to Customer Services Agents. All connections to Justride servers - via API or through the Hub UI - are HTTPS conforming to the latest TLS 1.2 protocols, ensuring secure transit of all personal data, and authentication is managed using secure JSON Web Tokens. Customer Care, Support& Escalation Masabi understand the requirements to support an agency's customer care and support personnel and does so, primarily in second line but also with extended escalation services and direct customer engagement where necessary. Agency Customer Care Support & Operations Masabi's platform is designed to empower CAT' internal customer care and our deployment program is designed to train your organization with the education, processes and support required to provide inbound support to an CAT' direct customer base. We also integrate our Customer Support Incident Management solutions with the agency to assist in a one-customer view,and an audit trail for any support or incident management. Our process for Customer Care support is as follows: 1) Training Program for all core modules, conducted in person, web or via an Online learning solution. All Online learning modules are customized to the agency's preferred workflow to allow each role within the organization consume relevant information with a scored workbook to aid in material understanding and benchmarking. The comprehensive training program covers all aspects of Justride and Masabi including core modules, go-to-market planning guidelines, technical troubleshooting, hardware installation and usage, and any other specific requirements to a deployment. Materials can be made available in a multitude of languages to support regional or local needs. Individual training aids e.g. driver flashcards for Visual Inspect, are made available to agencies via Masabi Training Consulting Team as part of the overall Training Scope. 2) Support & Operational Readiness - Masabi will work with an agency's Customer Care team to prepare them for a go-live readiness. This includes a review of internal training materials, review of Top Inbound Incidents by module, training on Incident Management 20 160 5 me sabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi processes and a standard Troubleshooting Guide for technical related questions. In addition, it will also staff a support engineer for a temporary time-frame at the agency's customer care center in a shadow-manner. On an ongoing basis, Masabi will conduct a weekly or monthly Support Ticketing review to insure that all support tickets are resolved,escalation or communicated internally for resolution. 3) Masabi Support Operations - Once operational, Masabi provides access to its Customer Support Center staffed by a team of qualified support engineers in the US and London from 8:00 am to 6 pm local time. Agents can call Support Operations during these hours or directly submit support tickets. In addition, a comprehensive IT Support Operations is available to an agency 365 days x 7 days x 24 hours for operational issues. 4) Zendesk Support Management - Internal agency teams are provided access to Zendesk, Masabi's Internal Support Management solution. Tickets are automatically acknowledged and assigned a tracking number which is escalated to Masabi Support Engineers, and if required, Masabi QA and Engineering. Updates to tickets are posted online and monitored in accordance with a support escalation timeline established between the agency and Masabi. 5) Online Tech Center-ZenDesk is Masabi's support management solution. It also serves as an online access point for whitepapers, How-Tos, Frequently Asked Questions and general education for customer care and support teams. It also has Release Notes for each key release so that agencies can refer to new features quickly and easily 6) Handling Direct Customer Cases - Masabi will also assist with support or customer care escalations on behalf of an agency, if contracted to do so. This can involve technical issues (downloading or access the application), error messages or connectivity concerns. An agent would submit a support ticket to Masabi, and Masabi would assume direct communication with the customer identified as a Masabi Support Engineer. All information is tracked and provided to the agency via Zendesk. Dtrect Sup Sel'er: Ort, • Extended Maws111 • Spanish b.pcakir.g Antomatt SVp` 't Serolces EsmtdtCJ 2"t.twel^✓llppo t *a Lend k 7eehnicaf Su;lprc.t Fatal •Fscalatkrn • !el(t>tkme Support 01-7 �. Jnelde nt htanege hent Tm(tdttg 0 Train tta,Traams • 363 Iays/Z9 hoof • .1 ARO Moduli S _. rz orsz rnaragsvnant [3;ir3.C9nty + technical Such • htarUnare it r VIVA • Cu,turii al agency and n,stomur^, 21 .,err 1605 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Customer Support Plan & Service Level Guidelines Roles and Responsibilities Masabi Support Masabi Support operates 24 hours per day, 365 days a year. Masabi Support has the primary goal of triaging, investigating and resolving incidents, in accordance with agreed SLAs. The Masabi Support team is capable of resolving complex incidents and providing effective workarounds that allow your business operations to be resumed with minimal loss. Masabi Support activities include, but not limited to the following: • Contacts CAT in accordance with the CAT escalation contact protocol. • Acts as a point of escalation for Incidents or ongoing issues. • Creates an agreed upon process for updates and notifications during the Incident Timeframe; and oversee the development of the official closing Incident Management Report. • Contacts CAT IT for any requests to implement a system outage necessary to enact a corrective action. • Provides detailed updates and explanations to the CAT and Account Support,as recorded within the Incident Management Suite, including the Incident Tracking and Monitoring log. • Collaborates with other secondary-tier engineers to formulate a resolution, temporary fix,or workaround via the raised record within Incident Management Suite. • Ensures all development related fixes are recorded within the Product Development tool workspace. • Collaborates with other Masabi resources to formulate comprehensive outage reports detailing the root cause, impact and mitigating actions to prevent recurrence. • If required, attends regular incident review meetings with CAT. The frequency of meetings will be as agreed per the CAT but shall be at least quarterly. • Once incidents are resolved,tests and provides confirmations of resolution. Remote Account Management Support Account Management Support activities include: • Oversees the relationship with the CAT. • Collates and distributes performance,financial and service reports. • Manages the fulfilment of requests received via the Masabi Support function. Training Program Masabi offers a full training program for the agencies and operators, to enable the following different type of users within these agencies and operators: • Equipment installers/maintainers • Trainers for vehicle operators • Conductors/Drivers • Managers • Administrators • Agency training staff Training can be delivered using the following methodologies: • Live (web conference or on-site) 22 16135 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi • On-line/Self-paced • Blended • Job aids or other documentation • Train-the-Trainer Times shown here are approximate.Self-paced modules are divided into 10-20 minute lessons. Editable copies of slide decks and documents are available with or without speaker notes. Hub Training Customer Service Overview(30 min) • Description of the customer service process • How to find information in the Hub Providing Customer Service (2 hrs) • Walk-through of customer service functions • Discussion of use cases and considerations Administration (30 min) • Bulk operations • Hub administration • Basic reporting Reporting and Analytics (1 hr) • Retrieving data through Hub reporting and analytics Retail App Training Purchasing and Using Mobile Tickets (30 min) • What is mobile ticketing? • What do riders need in order to use mobile tickets? • How do riders purchase mobile tickets? • How do riders use mobile tickets? Validation Training Visual Validation (1 hr) • Recognizing and validating mobile tickets • Use cases and troubleshooting Scanning Validation • Handheld validation/scanning Onboard Validation • Validation data • Validation hardware (support and maintenance) Additional Training: Marketing Mobile Ticketing(30 min) • A look at various ways to introduce and promote mobile ticketing Incident Monitoring and Escalation (1 hr) • An overview of Masabi incident avoidance and resolution policies and processes Using Status.io Introduction to Tariffs Tariffs for A to B 23 160 ma abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi CONFIDENTIAL COMMERCIAL INFORMATION Functional Requirements Matrix Compliance legend: - Full:fully compliant with requirement - Partial: partially compliant with requirement - No: Not compliant with the requirement - Alternative: alternative to requirement Item Requirement Description Compliance Notes 1. Mobile Ticketing and Trip Planning Application(App) The Contractor shall provide smartphone and tablet mobile ticketing applications ("apps")for,at a minimum,the following platforms: 1.iOS 2.Android The app and its functionality shall operate on prior iteration of the operating systems to ensure equitable access to the proposed application. Customers shall be able to easily download the app for free from their app store.The app shall allow customers to buy CAT passes described in CAT's fare structure provided in Appendix A.The app shall incorporate CAT branding(that is,the CAT's logo,colors and ' other attributes to be determined during the _- design stage).The App will be a standalone (whitelabel)application for CAT. - The app must support the regular release of ' 1 application updates without having an _ impact on the riders'stored fare products or data. Must have built-in analytics designed to collect data on rider usage in order to effectively improve rider adoption,rider experience with technology,and rider engagement with CAT. The app shall determine the language that the phone is set to and switch to that language;or,if the app does not support that language,then default to English.At a minimum the app shall support English, Spanish,and Creole. Additional language translation is desired to accommodate the tourist market as well. The app shall at a minimum provide the following components,which are described further in the subsections below: 24 160 masabi 18-7266 CAT Mobile Ticketing.Trip Planning Application and On Board Wi-fi CONFIDENTIAL COMMERCIAL INFORMATION Ticket purchase; Acquisition and "permanent storing"of payment card information; Transaction terms and conditions; Ticket display; Integration of Trip Planning and Real-Time Bus Arrival Information Help and"About the App" Passenger Feedback Passenger Account The app shall prompt new users to create a new account to administer personal preference,subscriptions,stored payment options.At a minimum user profile shall include the following - First and Last Name 1.1 - Physical Address - - Mailing Address -Email Address -Phone Number - Password Notification shall occur via email or text if account is accessed using a different device than the device the account was setup. Ticket Purchase The app shall initially offer customers a selection between transit rides based upon CAT's Fare structure.App shall allow customers to purchase tickets easily and quickly with the minimum number of taps. Following the customer's selections,the app shall summarize the tickets and number of 1.2 riders in the checkout screen for the customer's confirmation.The app shall allow customers with"stored"payment card information to set up automatic reloads.The customer shall be able to cancel automatic reloads at any time.Also shall have the ability to set SMS notifications for low balance alerts. Reduced Fare Tickets As indicated in Appendix A,CAT's fare structure includes reduced fare tickets for pre-screened and pre-approved eligible 1.2.1 customers.Currently,reduced fare customers have to show proof of eligibility, which must be presented when purchasing reduced fare tickets and passes.Contractors shall indicate how their system will handle 25 160 5 me ipb1 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi reduced fare purchases Acquisition and"Permanent Storing"of Payment Card Information Allow the customer to provide his/her payment card information on a more 1.2.2 "permanent"basis without having to enter it Full with every purchase.The customer shall have the choice at any time to change or remove the"permanent"payment card information. Transaction Terms and Conditions Upon acquiring the payment card information,the app shall present the customer with the terms and conditions. Following acceptance of the terms and conditions by the customer,the system shall 1.2.3 process the payment.The Contractor shall Full provide CAT samples of industry best practice mobile ticketing terms and conditions which CAT shall review and finalize during the design stage.CAT shall be able to edit the terms and conditions at any time. Ticket Display Upon successful processing of payment,the app shall display the mobile ticket which should allow visual and electronic(e.g., barcode)validation.Tickets can have one of the following three states: 1. Pending-the state when the ticket or pass 1.2.4 Full is initially purchased but has not been activated by the customer and is invalid for use; 2.Active-valid for use upon activation of a pending ticket by the customer; 3. Expired - invalid ticket following the expiry of the ticket or pass. Pending Tickets 1.2.4.1 Pending tickets shall indicate that the pass Full has not been activated. Active Tickets Active tickets shall display visual/security indicators to ensure fraudulent replication 1.2.4.2 1.11171=.11.11 will not occur. Active tickets shall display at a minimum the following: 26 S 1605 r� imasab18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi 1.CAT logo; 2.Ticket type; Customers shall be able to activate a pending ticket even when they do not have data connectivity(or are"offline"). In the event a ticket is activated offline,the app shall update the central system as soon as the mobile phone obtains data connectivity(or goes"online").Customers shall have 30 minutes to use a single ride ticket following activation. Expired Tickets 1.2.4.3 Expired tickets and passes shall clearly be Full labeled as expired Ticket Wallet The app shall include a"ticket wallet"which 1.2.4.4 shall display all of the customer's tickets- Full Including,pending,active and expired tickets. Contractors shall indicate how many tickets the wallet can store. Integration of Trip Planning and Real Time Bus Arrival Information The app shall integrate trip planning to inform customers how to travel from an originating point to a destination using the CAT transit system.As well as Real-Time The Justride CAT Retail application Passenger Information(RTPI)this informs will deeplink to the Avail myStop passengers of real-time bus arrival and application that CAT has already 1.3 departure times.To provide this functionality Alternative deployed to its riders so that riders the Contractor shall interface to CAT"s can continue to use the application Automated Vehicle Locator system,Avail that they have grown to love. Technologies. The application shall provide online and offline capabilities that transit customers may utilize to effectively use CAT's transit system. Passenger Location App should use the device's GPS capabilities to identify customer's current location and 1.3.1 identify the closest bus stops and or route Alternative This will be satisfied through the within a user-definable radius distance. myStop app. 1.Feature should display real-time arrival times and/or scheduled departure times (whichever is available). 1.3.2 Trip Planner Alternative The Justride CAT Retail application App should offer a powerful trip planner that will deeplink to the Avail myStop 27 16135 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi allows users to easily plan transit trips.Trip application that CAT has already planner should allow user to make use of deployed to its riders so that riders device's GPS capabilities to define users start can continue to use the application position.The trip planner shall be available that they have grown to love. within the app and not require opening a web browser to view results. 1.Trip planner should include ability to bookmark/favorite trips,routes,location, and specific stations/stops.Customer should be able to edit their Favorites list. 2.GPS,Trip Planning and mapping features should work seamlessly,leveraging contextual information based on a customer's preferences and data-points.For example,a customer may intuitively go from viewing a map of nearby bus stops to planning a trip,vise-versa. 3.Seamless transition from trip planner to ticketing wallet. ADA App should offer an option for Voice over Text and Voice Recognition.Voice 1.3.3 Recognition to give user capability to dictate Full current location and destination.At a minimum it will have audible capability to announce the following three departure times. Real Time Alerts/Notification Based on user subscriptions to all or a This will be provided by the myStop 1.3.4 Alternative particular route,passenger can choose to App receive Real Time Alerts or Pushed alerts. Loyalty Program(optional) Loyalty program aimed toward rider engagement,and shall include the following 1.3.5 options Alternative The Justride platform has the 1.Check loyalty program status 2.Allow the customer to use coupons and redeem loyalty program points. Offline Mode In addition to schedule information the App should include CAT information that does 1.3.6 not need internet access(offline capability) Full for optimal performance.This information may include,but not final: a.fare information b.contact information c. customer center locations d.lost&found 28 r". 160 5 ma abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi information Help and About the App(optional) The app shall provide help in the form of Frequently Asked Questions(FAQs).The Contractor shall suggest mobile ticketing industry best practice FAQs,which CAT shall review and finalize during the design stage. CAT shall have the ability to edit the FAQs at any time. Justride's platform is aware of the "About the app"shall provide the following customer retail app version users information: are using at each time,not being 1.4 1.Customer mobile phone number; Alternative needed to send this information to 2.App version; the customer service,as its staff has 3.Device model (e.g.,Apple iPhone 5s); access to that information in the 4. Platform and version(e.g.,iOS 8.1.3). Hub. 5.CAT Contact information a. Phone number b.Website address(hyperlink) c.Other CAT Apps The app shall allow the customer to send the "About the app"information above to CAT customer service to assist customer service in resolving customer problems. Passenger Feedback The app shall provide an option for a passenger to submit complaints, In app browser form or email 1.5 compliments,suggests,report application Alternative address available for passenger failures in the form of Passenger Feedback. feedback. The Contractor shall suggest a form to use as a template for passengers to complete to submit Passenger Feedback. See Something/Say Something(optional) As a safety and security initiative the contractor shall suggest how CAT can incorporate a See Something/Say something feature.This feature will allow the passenger 1.6 No to identify any safety and security concerns pertaining to stops,facilities,and/or vehicles. It shall be sent via alert or email with Longitude and Latitude or nearby address attached. Survey and Advertising 1.7 The mobile app to allow for surveys and advertising. Extra Features(optional) 1.8 1.The mobile app must provide riders with 1.1 visibility into the benefits of the various 29 1605 ma abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi CONFIDENTIAL COMMERCIAL INFORMATION J personalized trip options available. For example,trip options could be displayed with icons representative of health,environment, community,etc. 2.The mobile app must allow riders to retrieve all itineraries and reservations booked,including for Transportation Network Company,ridesharing,van pooling, and bike sharing. Public API The mobility platform must have a public API designed to integrate with third party mobility systems and information from both 1.9 a scheduling and availability standpoint as well as dispatching and AVL to the extent possible. Contemplated third party systems include Uber,Lyft,bike sharing,vanpooling, and ridesharing mobility options. 2.Mobile Ticketing Website In addition to the smartphone apps,the mobile ticketing system shall provide a website to allow all customers,to purchase mobile tickets using a personal computer for transmission to their cellular phones.The mobile ticketing website shall be available and supported on the following Internet browsers: All major browsers are supported in 1.Microsoft Internet Explorer(5.x or higher); their last 3 major versions,with the 2 2.Mozilla Firefox(1.x or higher); 3.Google Partial exception of Internet Explorer Chrome;4.Safari;5.Opera. which is supported from Version 11. The website shall provide the following components,which are described in the subsections below: Ticket purchase; Acquisition and "permanent storing"of payment card information; Transaction terms and conditions; Help. Website hosting The website shall be hosted and the vendor 2.1 Full shall provide security measures in place to address PCI Compliance Ticket Purchase Given that the customers have the The website shall have similar ticket option to store their payments 2.2 purchasing functionality as the app.The Alternative details and that purchasing a ticket website shall allow customers to purchase takes less than 30 seconds tickets easily and quickly with the minimum automatic reloads are not an option. 30 16D5 mp qbi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi number of clicks.The website shall allow Additionally,customers cannot customers to select ticket(s)or pass(es). manage multiple accounts by one Following the customer's selections the user as this opens too many website shall summarize the tickets in the possibilities of fraud. checkout screen for the customer's confirmation.The website shall allow customers with"stored"payment card information to set up automatic reloads.The customer shall be able to cancel automatic reloads at any time.The website shall allow a single account to manage multiple accounts sending the respective passes to the designated phone. Reduced Fare Tickets As indicated in Appendix A,CAT's fare structure includes reduced fare tickets for pre-screened and pre-approved eligible 2 2 1 customers.Currently,reduced fare Full customers are required to show proof of eligibility,which must be presented when purchasing reduced fare tickets and passes. Contractors shall indicate how their system will handle reduced fare purchases. Partner Organizations Currently,there are organizations in Collier County- including employers,schools,and social service agencies-that provide CAT The Justride platform can provide a fare products to its members(i.e.,employees, set of ticketing APIs that can be students,and clients).The fare collection integrated with an external back office must allow for the creation and system(s) to allow mobile tickets to 2'22management of"parent"accounts housing Alternative purchased outside of the Justride multiple"child"accounts(e.g.facility or platform and then tickets be issued employer that sponsors or otherwise and delivered to the mobile wallet of manages accounts for others).The mobile specified customer accounts. ticketing system shall allow administrators at these organizations to purchase mobile tickets for its members. Transaction Terms and Conditions Upon acquiring the payment card information,the website shall present the customer with the terms and conditions. Following acceptance of the terms and 2'2'3 Full conditions by the customer,the system shall process the payment.The Contractor shall provide CAT samples of mobile ticketing industry best practice terms and conditions which CAT shall review and finalize during 31 cnv 16D5 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi the design stage.CAT shall be able to edit the terms and conditions at any time. Transaction and Use Reports Customers shall be able to obtain order and use history reports.The order history report Customers can see a full order shall show all purchases made by the history of their tickets within the 2.2.4 customer for a selected time period up to 18 Alternative Web Portal and can see a history of months in the past.The use report shall list their last 30 used tickets in the all the uses of tickets for a selectable time mobile app. period up to 18 months in the past. Help The website shall provide help in the form of Frequently Asked Questions(FAQs).The Contractor shall suggest mobile ticketing 2'2'5 Full industry best practice FAQs,which CAT shall review and finalize during the design stage. CAT shall have the ability to edit the FAQs at any time. Loyalty Program(optional) Loyalty program aimed toward rider engagement,and shall include the following 2.2.6 options No 1.Check loyalty program status 2.Allow the customer to use coupons and redeem loyalty program points. Payment Processing The system shall handle the payment card information in a PCI compliant manner,and contractors shall explain how their systems meet this requirement.All Mobile Ticketing related data shall be transmitted in a secure, reliable and efficient manner.Upon request, provide the County a copy of the most recent quarterly Approved Scanning Contractor ("ASV")scan report or annual Attestation of 2.3 Scan Compliance. 1.All customer information shall be safeguarded from unauthorized access through the use of strong encryption or similar technology. 2.Contractor shall identify and notify CAT of any changes to the standards that are instituted between the time of Notice-To-Proceed (NTP)and implementation and certify that their software meets requirements. 32 1 6D 5 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi 3.The Mobile Ticketing system shall quickly process all transactions while being highly accurate and reliable.Contractor must provide supporting design and specification on how they will achieve this requirement. The app shall accept payment via major credit and debit cards- including: 1. MasterCard;2.Visa; 3.American Express; 4. Discover. The app may also allow other online payment methods- including Apple Pay,Google Wallet,Samsung Pay and PayPal. The contractor shall provide a solution for processing cash only payments to service the unbanked. Integration to CAT's Payment Service Provider Contractor will coordinate with the payment processing vendor on contract with Collier County,currently(May 2017)the vendor is Priority Payments.Unless cost savings can be shown utilizing a separate PSP. The Priority Payments MX Merchant Checkout Application Programming Interface(API)or develop software to 2.3.1 integrate this API.The API features SSL - (Secure Sockets Layer) Name/Value Pair POST interface via SOAP(Simple Object Access Protocol)calls,real-time responses, as well as optional tokenization to reduce PCI requirements.The procedures necessary for developing to the MX Merchant Checkout gateway are detailed in a specification document that will be provided to the Contractor following the execution of a Non-Disclosure Agreement(NDA)with Priority Payments. 3.Mobile Ticket Validation and Fraud Prevention for Transit Ticket The mobile ticketing system shall provide 3 functionality for Visual validation,and Full Electronic validation. Visual Validation The mobile ticketing system shall allow 3.1 operators(drivers)and supervisors to Full visually validate a mobile ticket on a smartphone. 33 1605 m abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Electronic Validation 3 2 The contractor shall propose an electronic Full validation system that will confirm pass is eligible for use. Onboard Validators CAT is requesting for onboard validators for the Fixed Route fleet,Vehicle table in Table 1. The Onboard solution will be centered on leveraging the existing onboard Fixed Route MDT or Fixed Route Electronic Farebox,with any additional peripheral hardware components providing supporting services. 1.The solution must support a single driver sign on/start up process through the existing onboard unit. 2.The driver interactions must be intuitive and simple to follow and only accessible when the vehicle is stationary. 3.The driver display must provide a clear easy to read interface with audible prompts or alerts to indicate: a.Acceptance of fare b. Rejection of fare and short message 3.2.1 explaining the reason for a ticket being invalid c.Successful logon/logoff Stationary readers/validators must be mounted in each bus vestibule,positioned in a convenient way for riders to touch with smartphones. The stationary reader/validator mounting must provide a secure,maintenance free method of affixing the reader to the vehicle structure. Contractor should propose a mounting solution as part of this proposal. The contractor will describe how the hardware will withstand the environment of the bus Temperature,Movement,etc...) The reader mount must meet all applicable American Disability Act(ADA) provisions and must not compromise the prescribed circulation requirements within the bus. The reader must utilize existing direct current (DC)electrical power available on AGENCY buses/vans. Mobile Data Terminal(MDT)or Farebox =11. Integration _ 3'2'2 The MDC/farebox interface shall support a single point logon. 34 1605 me sab1 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi The MDC/farebox shall update the reader data when there is a change to the run,route, trip,or operator. Internet Access If internet access is required to operate the An ethernet port of the Wi-Fi router 3.2.2.1 on board validator,integration with Full will be used to connect the on board proposed onboard Wi-Fi solution will be validator to the internet. required. Additional Fraud Prevention Functionality The system shall allow the removal of tickets from lost or stolen mobile phones. Contractors shall indicate additional fraud In case of lost or stolen phones, prevention functionality their system tickets are transferred to a new provides. Pass back solution shall be device as soon as an user logs into it. provided as well,preventing the sharing of This triggers the cancellation of the passes. old tickets that cannot be validated 3.3 Full CAT is interested in pursuing any and all anymore. alternative validation methods that are consistent with the guiding principles and Pass back functionality is included in interests outlined above. Contractor is Justride Inspect. encouraged to propose as"optional"any alternative in-vehicle validation solutions that may be more forward-thinking and innovative. Non-Smart Phone Users 3.4 The contractor shall provide a solution for passenger who may not have a smart phone. 35 1 6 5 ma pbi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi 4.Mobile Application Central System(Backend System) All back-end administrative tools and functions shall be available on cloud based web portal.The Contractor shall be fully responsible for the maintenance of the mobile ticketing system.The System shall be a cloud hosted solution that provides CAT administrative capability(as detailed below) for System configuration, Customer service, and Statistics and reports.The System shall allow different levels of system access for different users,which shall be set by the CAT 4 Full System Administrator(s).Following are the different areas of access which shall be assigned to different users: 1.System administration(with the ability to provide different access levels to different users);2.System configuration(with the ability to modify the fare structure);3. Customer service(excluding financial transactions);4.Customer service(including financial transactions);5. Reports and statistics. System Configuration The System shall allow CAT to update its fare 4.1 structure(provided in Appendix A) including: Full 1.Adding new fare types;2. Deleting fare types; 3.Adjusting prices of fare types. Customer Service Exceptions: The fare collection back office must provide - Justride's Hub does not allow customer service tools to allow CAT the creation or registration of employees to create,register,view,and new users,being this modify customer accounts. Additionally,CAT functionality being available employees must be able to easily search and only for end users of the access customer accounts by numerous platform. 4.2 methods(including name,customer ID, Partial - Tickets don't need to be resent phone number)and at a minimum the System from the Hub,the retail app shall allow Customer Service automatically synchronizes the Representatives(CSRs)to: ticket wallet without human 1. Run customer order and purchase history intervention. reports; - Ticket wallets can be 2. Run customer use reports; transferred between phones by 36 160 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi 3. Resend ticket; end users(the Hub allows to 4.Cancel ticket; define a number of ticket wallet 5.Block customer(from using the System); transfers per user within a 6. Provide refunds to customers period of time) 7.Correct erroneous charges - Loyalty program is not offered 8. Issue mobile tickets; as part of this proposal. 9.Transfer a ticket wallet(with pending, active and expired tickets)from one phone to another. 10.Configure login/password. Reset customer application or portal password. 11.Check rider loyalty program status The Hub exposes a range of analytical views and scheduled Reports reports.These reports are available The System shall provide reports that in either CSV or Excel depending on visually displayed on a dashboard,graphs and their type and function. tabular format(as described further below) The standard reports cover all related to at a minimum aspects of the Agencies stated • Sales needs with the exception of System 4.3 • Usage Alternative Failures.To monitor the health of the validators in the field we have an • CSR audits interactive user interface in the Hub • User Detailed Information to service these needs. • System Failures All Justride data is available through The reports shall be exportable in the a comprehensive set of RESTful following file formats: APIs and through a direct user 1.CSV,2. MS Excel,3. PDF,4.MS Word. interface in the Hub allowing Agencies immediate access to data for all their needs. Sales Reports The System shall provide sales reports for selected time periods(up to 18 months back) based on 1.Total sales(quantities and dollar amounts), 4.3.1 2.Ticket type(quantities and dollar Partial Unused balances are not available. amounts), 3. Rider type(quantities and dollar amounts), 4. Purchase dates and times; 5. Location (as available); 6. Remaining,unused balances(e.g.,unused remaining days of period passes). Usage(or Ridership)Reports Masabi will collect data on whether Usage(or ridership)data,the System shall and when tickets have been 4.3.2 provide usage reports based on: Alternative activated and through the CAD/ 1.Ticket activation; AVL integration,each validation 2.Activation location (as available); instance will be enriched with 37 S 1605 macgbi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi 3.Onboard validation instances including validation location,route,stop,and route,date and time information; bus. 4. Location of active ticket display screen recall (optional requirement). Customer Service Representative(CSR) Audit Reports The CSR audit report shall indicate all financial adjustments made by each CSR including 4.3.3 1. Refunds, Full 2. Resends, 3.Cancellations, 4.Customer blocks, 5. Provision of free tickets, 6.Transfer of tickets from one phone to another. System Failures Report System Failure Report shall capture events Justride Hub offers real time health 4.3.4 of failures and incidents that will be Alternative data. date/time stamped and if available by route and bus. Justride platform approach to requesting personal information is based in 10 years of experience. User Detailed Information Through this experience,Masabi has The User Report shall include user detailed learned that requesting too much 4.3.5 information that is submitted to create an No personal information has a big account,not including payment methods or impact in consumers adoption of payment details. mobile ticketing. It is for this reason that full names, Physical Addresses, Mailing Addresses and Phone numbers are not recorded or required to use the platform. Farebox Integration(Optional) The mobility platform must be integrated into the existing fare collection back end system.Currently the farebox reports are 4.4 through the FareLogistics TransAdmin No software.The integration will consist of reporting capabilities to have ridership data from a single source,passenger count and type by bus and route. Loyalty Program(optional) 4.5 1.The loyalty program must allow AGENCY ■ to configure various status levels.2.The mobile app must allow for sharing of loyalty 38 (,) 160 YQSpb1 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi status on social media.3.The loyalty program must allow for flexible configuration of points earnings based on individual rider choices. Minimum configurable factors are health,environment,community,mode,and passenger miles traveled.4.Loyalty status and awards program branding must be customizable to AGENCY and the community.5.Loyalty program must allow for flexible spending of rewards points across all mobility options,including those of third parties.6.Loyalty program must allow for exchanging,sharing,or gifting of rewards points.7.Loyalty program must be integrated with the fare system to allow for configuration of fare structures factoring loyalty status.8. Loyalty program must allow for the dynamic creation of campaigns with special rewards offers or point factoring.9. AGENCY is interested in all other loyalty concepts or technology with the potential to change rider behavior,create transit advocates,foster community contribution, and improve rider dignity. Software License and Upgrades As new versions of mobile device platforms and systems are introduced in the marketplace,the Contractor shall provide a plan and/or product roadmap to ensure continued usability and reliability of the Masabi's offer supports for the application for CAT riders at no additional 4.6 cost to the County. Full latest and previous two major Contractor shall be responsible for providing versions of iOS and Android mobile software support services(which may be platforms. subcontracted from respective software contractors)as a single point of contact when applicable. Contractor Deliverable 1.Software License Agreement 39 160 5 masab1 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi A. Onboard Wi-Fi Masabi has partnered with Avail Technologies to provide and onboard WIFI.As a subcontracting partner to Masabi, Avail is leveraging our experience and knowledge of CAT's operations since 2011 and through the implementation of the RFP #11-5650 "Intelligent Transportation System (ITS). In 2011 Avail implemented both Fixed Route and Paratransit Fleets with Avail's ITS solution. The ITS system implemented is a common element needed to provide accurate information to integrated components to fulfill this procurement. Item Requirement Description Compliance Notes 5.Onboard Wi-Fi Use of 4G LTE Networks Cellular connections shall utilize 4G LTE networks to the greatest extent possible in any given location within the Avail will be providing a robust Mobile CAT operational area;where 4G LTE is Gateway Router(MGR)that not only not available the router shall meets but exceeds the required for 3G& seamlessly fall back to using 4G and 3G 4G communication. The Cradlepoint 5.1 G networks(i.e.,network modes that Full IBR900 unit is the unit of choice based on offer a data connection),and then functionality,cost,and application.The seamlessly return to 4G LTE when the IBR900 will automatically and seamlessly vehicle enters LTE coverage again. This switch between network modes without automatic and seamless switching interruption of the Internet connection is a between network modes without fundamental requirement of the OBN. interruption of the Internet connection is a fundamental requirement of the OBN. Cellular Performance and Quality Within the IBR900 unit proposed there is To meet passenger expectations of a no issue with meeting the requirements satisfactory broadband experience including. while traveling CAT routes it is critical • Connect to 4G LTE at least 90 to not only deliver sufficient cellular percent of the time while in network capacity to the vehicle to meet operation; user demand,but to implement a • Must support advance broadband system that will scale over time. To network speeds while running address this,the Wi-Fi System shall be secure,concurrent data,voice, 5.2 required to: Full video,and wireless services. Connect to 4G LTE at least 90 percent However,for the following requirements, of the time while in operation; there are pertinent issues to be observed. Must support advance broadband • Shall be scalable to support a network speeds while running secure, minimum average downlink speed concurrent data,voice,video,and of 50 Mbps within five years; wireless services. • Demonstrate under 100 Shall be scalable to support a minimum milliseconds average latency average downlink speed of 50 Mbps across each cellular link employed. within five years; 40 16051 macgbi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Demonstrate under 100 milliseconds Unfortunately,cellular performance is average latency across each cellular affected by many factors outside of the link employed. control of the access device,such as RF In addition,CAT prefers and expects interference,tower backhaul or carrier consistency over time in downlink, backbone congestion,etc.That said,all uplink and latency speeds rather than current Cradlepoint modems have a lab wide peaks and troughs.Based on tested download speed exceeding this modeling conducted by CAT,this level requirement- 100Mbps(LPE), 150Mbps of cellular network performance and (LP4)and 300Mbps(LP6).We routinely quality is expected to serve both see real-world download speeds exceeding passenger and operational needs 50Mbps using our LP6 modems. Future sufficiently. modems supporting Category 12 LTE These performance measures will be (releasing later this year),LTE LAA and 5G evaluated as part of the request for will further increase the real-world speeds proposals. if the network in the given area supports these speeds.Latency is also coming down as carriers further optimize their IP backbones. With this said our proposal will have two options.The first is the IBR900 unit with the Verizon LTE modem.This modem will support 4G LTE and regress to 3G when 4G is lost.This is the unit used by Avail in Akron,Birmingham, Ithaca,West Palm Beach,and Foothill Transit. Although the downlink and latency will be just shy of the requirements stated this unit is both robust and most cost effective. As an option,Avail included the IBR900 with the LP6 modem to support the 50MBS speeds and the LPE cradle to support the 3G fallback. Cellular Subscriptions The Contractor shall propose the best choice of one or more mobile data network operators that individually Avail can provide cellular data services and meet the target requirements for 4G manage the data plan and utilization for LTE coverage,performance and quality. CAT to mitigate any overage and cellular CAT wishes to utilize subscriptions with charges. These fees can also be 5.3 an unlimited allowance for 4G data. Full capitalized if desired. Based on the Where the Contractor is not able to statement that Collier County has an provide unlimited 4G data existing contract and the contractor shall subscriptions,the Contractor shall use the existing contract the proposal is clearly detail their proposed strategy to using Collier Counties'existing services. mitigate overage charges where a monthly cap is placed on a subscription by the network operator. For the 41 160 5 m sabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi avoidance of doubt,CAT will not accept proposals where overage charges are a possibility. CAT reserves the right to source 4G LTE data subscriptions,and (where applicable)SIM cards,from alternative sources.Currently Collier County has an existing contract with Verizon Wireless for all cellular data; contractor shall use the existing contract unless a lower cost for the same level of service can be provided. Optional Operational Applications In addition to Internet access,the Wi-Fi System shall provide Internet connectivity for a variety of applications in the future including but not limited to: Within the proposed solution Avail is Relay of GPS telemetry for proposing to pass the AVL data from the coordinating Passenger Information Avail MDT through the proposed MGR. Systems and other location-based This will be done through a USB to services; ethernet converter and eliminate the need Digital signage; for the existing cellular modem and E-ticketing and other transactional separate cellular plan.The MDT data will services; flow through the MGR within a private Inbound access to IP-CCTV and other network connection to the backend data onboard systems on an ad-hoc basis; base. CAT operational services such as In addition,we are proposing to add an 5.4 onboard systems monitoring, Full optional ethernet switch to the MGR diagnostics,and control.Unless which will provide additional ethernet otherwise specified,the Contractor should assume that these and any other ports for multiple connections and allow potential applications,devices or for future expansion.The MGR includes 3 services would interoperate with the ethernet ports. Wi-Fi System either wirelessly or over • Digital signage; Ethernet. The Contractor should detail • E-ticketing and other transactional in their proposal how operational services; applications shall be accommodated • Inbound access to IP-CCTV and particularly regarding:(a) inbound other onboard systems on an access to onboard equipment over the ad-hoc basis cellular connection;and (b)operational traffic prioritization over passenger Wi-Fi traffic.These operational functions are not part of the current scope of work but may be included as part of the project in the future. General Standards Compliance The Cradlepoint COR IBR900 Series is a 5.5 CAT requires that all proposed Full compact,ruggedized 3G/4G LTE 42 6 0 5 macabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi components be fit-for-purpose and networking solution designed for suitably rugged for the bus mission-critical connectivity in the most environment,shall withstand shock, challenging environments. Ideal for vibration,impact,humidity, in-vehicle networks including police cars, atmospheric pollutants,dust and dirt ambulances,and mass transit,this intrusion,and ambient temperature as cloud-managed solution provides well as transient power fluctuations. organizations the ability to scale Equipment located outside,such as deployments quickly and manage their roof-mounted external antennas and vehicle networks easily in real-time.With cabling,must also meet requirements an extensive list of safety and hardening for survivability against corrosion,wind certifications,the COR IBR900 is loads,and other factors. engineered to protect against extreme The Contractor shall specify what temperatures,humidity,shocks,vibrations, industry and internationally recognized dust,water splash,reverse polarity,and standards the proposed solution has transient voltage. been tested for and found to be in For additional information,we have listed compliance with.In general,the Wi-Fi several key features and specifications of solution shall meet all Code of Federal the unit proposed below. If more detail is Regulations,Title 47, Part 15 (47 C.F.R. needed,we have provided a link with the 15)conditions for wireless full product detail below. communications equipment.The https://cradlepoint.com/products/cor-IBR proposal shall detail any and all 900-series#!specs compliance certifications that have been obtained for the proposed Key features: solution including but not limited to: • Supports LTE Advanced with CE,UL, EMC,LVD,E-Mark, MIL STD SIM-based auto-carrier selection 810G, IEC 60529,SAE J1455 and (LP6,LP4 versions only) RoHS. All proposed equipment is • Dual-modem dock for increased required to be approved by CAT and its availability partners prior to installation. • Cloud-managed • Dual-band,dual concurrent WiFi (802.11 a/b/g/n/ac) • Ruggedized for vibration,shock,dust, splash&humidity • Ignition sensing • Certified 3G/4G LTE enterprise grade internal modems • Software defined radio supports multiple carriers(Gobi) • Built-in transient and reverse polarity voltage protection • 9-36 DC voltage input range • Integrated temperature sensor • Active GPS support • WAN • Dual-modem capable with optional IBR900/IBR1150 Dual-Modem Dock • Integrated LP6 Category 6 LTE 43 • 160 5 ma abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Advanced LTE modem(with DC-HSPA+failover)or LPE 4G LTE modem(with HSPA+/EVDO/3G and 2G failover)or LP3 4G LTE modem (with HSPA+and 2G failover) • Three LAN/WAN switchable 10/100 Ethernet ports-one default WAN (cable/DSL/T1/satellite/Metro Ethernet) • WiFi as WAN, Metro WiFi;2x2 MIMO "N"2.4 GHz or 5 GHz;802.11 a/b/g/n/ac(IBR900 only) CERTIFICATIONS • FCC,CE, IC • WiFi Alliance(IBR900 only) - 802.11a/b/g/n certified,802.11ac supported • Safety:UL/CUL,CB Scheme, EN60950-1 • Hazardous Locations:Class I,Div.2 • Shock/Vibration/Humidity:compliant with MIL STD 810G and SAEJ1455 • Ingress Protection:compliant with IP64(includes protection from dust and splashing water) • Materials:WEEE, RoHS,RoHS-2, California Prop 65 • Vehicle: E-Mark,compliant with ISO 7637-2 • Telecom: PTCRB/CTIA,GCF-CC Lifecycle and Continuity The IBR900 unit was made for the rigors of The Contractor shall identify what transit and doesn't use any moving parts components are likely to require and is built to repel the harsh climates exchange over a five-year period and found in transit applications and further specify the processes for accessing the life of the units. 10%spares have been equipment that needs replacing. The proposed. Contractor shall also specify Mean In addition,the Cradlepoint was developed Time to Repair(MTTR)and Mean Time with expandability in mind.The 5.6 Before Failure(MTBF) ratings for core Full Cradlepoint branding was developed components. around the units'ability to add a cradle in System modularity and network as in the image below.The additional agnosticism are key requirements of cradle is a PCI based modem which can be the proposed system. The Contractor used to expand to the latest cellular shall detail how the solution will technology or add additional sims for one accommodate future advances in radio or multiple carriers. and antenna technology,and what Cradlepoint's NetCloud is an integrated degree of complexity is involved with cloud management platform that connects upgrading each. CAT wishes to modern enterprises from the Edge to the 44 1605 ma abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi WINMENNO minimize equipment service calls that cloud to ensure pervasive connectivity and could lead to potential operational greater availability. It combines advanced downtime. To this end,the Contractor Enterprise Software-Defined Network shall explain how the solution can be (SDN)and Software-Defined Perimeter remotely managed for in-field (SD-P)technologies that enable quick component diagnostics and updated connectivity of people,places,and things with new configuration files and for fixed and mobile branch connectivity firmware. and secure remote access. The NetCloud platform delivers capacity and availability beyond what traditional WANs can deliver.Leveraging path diversity— including LTE and broadband — enterprises can realize secure 24x7 access for all workers and devices,regardless of location. 6.Onboard Network Mobile IP Router Avail is providing an integrated WIFI The Wi-Fi System shall include a mobile access point within the proposed MGR IP router or gateway that shall: router.The unit meets the following Deliver a minimum of two concurrent requirements. 4G LTE cellular connections that • Dual-Band,Dual-Concurrent individually meet or exceed the • 802.11 a/b/g/n/ac requirements detailed in 2.1 Use of 4G • Up to 128 connected devices(64 per LTE Networks and 2.2 Cellular channel -2.4 GHz and 5 GHz) Performance and Quality. • WPA2 Enterprise(WiFi) Utilize the cellular connections to • Hotspot/Captive Portal provide Internet connectivity fora • SSID-based Priority passenger Wi-Fi service. • Client Mode(5 GHz only)for faster Include a minimum of three 10/100 data offload RJ45 Ethernet ports for connection of • Security within the MGR: third-party devices to the OBN,and • RADIUS and TACACS+support* 6.1 support 802.1Q VLANs whereby traffic Full • 802.1x authentication for Ethernet originating on the Ethernet ports will • Zscaler integrations be securely segregated and optionally • Certificate support prioritized over passenger Wi-Fi traffic. • ALGs Provide inbound remote access to • MAC Address Filtering third-party equipment connected to • Advanced Security Mode(local user any or all the Ethernet ports. management only) Include a GPS receiver and shall • Per-Client Web Filtering transmit telemetry information • IP Filtering including latitude,longitude,altitude • Content Filtering(basic) and speed to the OSS.The system shall • Website Filtering can acquire GPS data with a minimum • Zone-Based Object Firewall with host one-second (1Hz)granularity,and of address(IP or FQDN),port,and mac caching and forwarding GPS data to the address OSS in the event of temporary backhaul When logging on to the MGR from within network unavailability. the bus.There will be a configurable 45 1 6 5 ma abl 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi landing splash page where users will be required to accept T&C's and support advertisements within the splash page. The one area that was not included within the current scope was the ability to conduct user polls and surveys from the splash page.This could be done with third-party hotspot/UAM portal or potentially using the Cradlepoint SDK, however,we have not quoted this as this time. 6.3 Network Traffic Management Bandwidth Limiting To maintain a satisfactory user experience,the OBN shall apply static and dynamic bandwidth allocation per user in Mbps and traffic shaping to prioritize or throttle bandwidth on certain types of data-intensive traffic The proposed solution supports the 6.3.1 (such as streaming video and large file Partial bandwidth limiting for the unit,however,it transfers). It shall also be possible to is not available per user. set a maximum limit(quota)of data transfer permitted per user over a specific period (e.g.,250MB every 24 hours),after which Internet access may be throttled back to a predefined level in Kbps or may be denied. Content Filtering In accordance with standard industry practices,the OBN shall employ content filtering(e.g.,pornography and other explicit imagery),and restricting or blocking certain background The proposed solution will provide the 6.3.2 activities(such as OS updates and Full ability to limit content for users and the cloud-based back-ups),while also ability to restrict or block specific content. limiting access on a per user or device basis.The contractor shall provide industry standard list of content to filter as well as provide an updated list monthly. Power The power specification for the proposed The proposed solution shall support MGR include the following: 6.4 power input utilizing the existing direct Full -DC input steady state voltage range: current(DC)electrical power available 9-36 VDC(requires inline fuse for vehicle on agency buses/vans and have installations) sufficient power management for -For 9-24 VDC installations,use a 3 A fuse 46 1605 ma abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi protection against fluctuations in -Reverse polarity and transient voltage voltage and current,and shall be protection per ISO 7637-2 designed and constructed to work in a -Ignition sensing(automatic ON and bus power environment. Proposals time-delay OFF) shall state the continuous and peak power their whole OBN system is Power consumption: expected to draw under normal - Idle:typical=400mA@12VDC(4.8W); operating conditions.The contractor worst case=800mA@12VDC(9.6W) shall supply any electrical equipment -Tx/Rx:typical=650mA@12VDC(7.8W); necessary to operate the system worst case=1300mA@12VDC(15.6W) components using existing DC - 12VDC 2A adapter recommended electrical power available on CAT vehicles. Hardware Location CAT has identified a suitable location for OBN equipment within an existing secure locked cabinet on CAT vehicles (Appendix C: Locked Cabinet and Overhead Compartment). . The The proposed solution will meet the equipment of the proposed solution requirements.The hardware will be 6.5 shall conform to the space provided Full mounted in the locked radio cabinet along and should not in any way interfere with,require the removal or alteration with the existing Avail equipment. of,or prevent the maintenance of other existing bus systems. Outside this space all power, RF and other required cabling shall be hidden from view in existing ducting or behind paneling. The proposed solution will meet the requirements for cooling and we have Cooling provided the temperature and humidity All powered hardware shall be cooled specifications for the MGR. by natural convection,and shall not require a separate fan or other device TEMPERATURE to provide forced air cooling. All -All models:-30°C to 70°C(-22°F to 6.6 components shall be mounted in a way Full 158°F)ambient air operating that facilitates natural airflow and -All models:-40°C to 85°C(-40°F to prevents overheating. Proposals shall 185°F)storage specify the maximum ambient Includes temperature sensor with options temperature that can be tolerated by for alerts and automatic shutoff the proposed OBN components. HUMIDITY(non-condensing) -5%to 95%operating -5%to 95%storage 6.7 Antennas 6.7.1 Internal Wi-Fi Antenna Full The proposed solution will meet the The Wi-Fi System shall use a single flat Internal WIFI Antenna requirements.The 47 160 5 masabs 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi panel antenna to propagate RF signal Internal Antennas provided also support inside the vehicle for passenger Wi-Fi diversity and multiple frequencies. at 2.4GHz and 5GHz frequencies. The antenna shall be mounted inside the equipment locker where the mobile router shall be located,and hidden from passenger view. The antenna shall provide complete RF coverage of the vehicle interior from front to rear with a signal strength(Received Signal Amplitude)on an end-user device no less than-70dBm anywhere within the passenger compartment. External Cellular and GPS Antennas CAT expects that one externally mounted antennas shall be proposed for backhaul communication between the vehicle and commercial cellular networks. Such antennas shall be ruggedized and waterproofed to withstand harsh environmental The proposed solution will meet the conditions and field-proven in the External Cellular and PS Antenna public transit market. Given that 4G requirements. The proposed solution is LTE networks may take advantage of integrated with the Avail system b 2 techniques such as antenna diversity Full eliminating the existing cellular data and multiple-input multiple-output modem and antenna and because GPS is (M IMO)to increase data throughput being shared with the Avail system this and link range,proposals shall detail eliminates the need for another GPS how the solution will utilize such antenna. features for optimal performance. The external antennas shall have GPS functionality,which shall be integrated within the cellular unit and not require a separate antenna. Cellular antennas shall support all U.S.mobile carrier frequencies between 700MHz and 2700M Hz. RF Interference The proposed solution shall not cause interference with existing onboard 800 MHz radio systems or other onboard Wi-Fi currently being used for 6'8 Full operations.The Wi-Fi access point shall be able to manual and automatic channel selection at 2.4GHz and 5GHz frequencies,and shall be coordinated to avoid using channels already in use 48 16D 5 1-1 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi by CAT vehicle systems. Operational Support System CAT wishes to understand in detail the uptake of Wi-Fi service by its ridership and the level of service that the Wi-Fi solution delivers in terms of per-vehicle capacity and end-user experience. CAT requires a fully managed and hosted Operational Support System(OSS)for the day-to-day monitoring and management of the OBN components. The OSS shall be hosted by the Contractor within the continental The proposed solution includes the ability United States. The OSS shall be to manage the MGR remotely.This system accessible by CAT and its partners is available 24/7/365 for day-to-day 24/7/365 on a tiered access model monitoring and management of the MGR through a secure web portal on desktop system.While 99.9 is likely,there are 7 or hand-held devices,with a GUI Full elements outside of the contractor's appropriately formatted for such control that could interfere with this high devices. reliability.We prefer to address this The system shall receive data from the through the experience we have with CAT-based OBNs to provide a real-time Cradlepoint and the high level of and historical view of system activity, connectivity we have witnessed. system component status and health, cellular WAN network performance, Wi-Fi usage and other key indicators. The OSS shall guarantee an extremely high level of system availability and a CAT response time to support issues. All hardware and software components that constitute the OSS shall be required to be fault-tolerant with a minimum 99.9 percent uptime. The OSS shall provide the following core functions: Onboard Network Condition The proposed solution includes the Net Monitoring Cloud management solution which allows The OSS shall provide real-time or the agency to access all the information near-real-time reporting on the state, requested for Onboard Network condition,and health of all core OBN Condition Monitoring the Link below 7.1 components including,but not limited Full provides the information about this and to,the mobile IP router and Wi-Fi how the system Dashboards are used for access point.The OSS shall provide monitoring these activities. email-based alerts if any monitored The following alerts can be configured component experiences an operational using both Standard and Prime and then issue or fault- identifying the CAT reported on. 49 i�t 16C 5 macs bi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi vehicle ID and GPS location,and ID of As it pertains to"The OSS shall provide OBN component as necessary.CAT email-based alerts if any monitored shall be able to configure when and component experiences an operational which alerts are to be triggered and to issue or fault" whom they are sent. • Configuration Change The performance of the 4G LTE links on • Configuration Rejected vehicles has a direct impact on the • Configuration Unacknowledged quality of Wi-Fi service delivered to • Ethernet WAN Disconnected passengers,and the ability of CAT to • Ethernet WAN Plugged In leverage the connectivity for • Ethernet WAN Unplugged operational applications.The OSS shall • Data Cap Threshold provide detailed information about the • Device Location Unknown active and non-active cellular links • NCM Connection State including availability,signal strength, • Firmware Upgrade network mode,data throughput, • Geofence Proximity Change latency,jitter,packet loss,and • Reboot bandwidth utilized over time in both • Temperature Limit Exceeded downlink and uplink. • Modem WAN Connected CAT wishes to monitor and assess • Modem WAN Device Plugged In Wi-Fi usage to understand ridership • Modem WAN Device Unplugged penetration and usage habits;as a • Modem WAN Disconnected result frequently updated,accurate, • WAN Service Type and detailed metrics are very • Account Locked important.The system shall provide • Failed Login Attempt detailed current and historical Wi-Fi • Intrusion Activity information including,but not limited • IP Address Banned to,number of unique users; number of • IPS Engine Failure users online at any given time;number • Successful Login of sessions;session length; peak and • Unrecognized Client average bandwidth consumed per • WiFi as WAN Connected session in the downlink and uplink; • WiFi as WAN Disconnected maximum number of concurrent users • WiFi as WAN Network Available per vehicle;stickiness(i.e.,how often • WiFi as WAN Network Unavailable devices use the service identified by Both NetCloud Manager Standard and MAC address);usage by client device, Prime can provide dashboard information device type and browser type,and by on WAN Uptime by Fleet Total,Day,Group application. Proposals shall detail all and Individual Router. A feature of NCM is further metrics available within the the ability to remote into specific devices proposed solution. from the software. There,very detailed information on that device can be seen. Things such as signal strength,signal quality,network state,connectivity state, data usage,etc. There is also the capability to run ping and traceroute,along with speed tests from that specific device. Included with the Prime Membership as an option is information on individual data used by a specific device within the 50 c 1 60 5 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Vinommarif dashboard. Client Data Usage is available in 2 ways. Using either NetCloud Manager Standard or Prime,the user can remote into a specific device and enable Client Data Usage for that specific device. Included information includes Name of the Client, IP Address, Mac Address,Uploaded Data, Downloaded Data and Last Traffic. Included with a Prime Subscription is a Client Tab on the dashboard that provides information for a defined period. Data is collected at the device level and then uploaded to NCM Prime at configurable rates. Information included is Client Source,Clients Connected by Day,Avg Clients Per Day,Avg Usage Per Client,Avg. Download Per Client,and Avg Upload Per Client. There is a pane for Top 10 Clients, and the ability to see Data Usage, Download,Upload,Mac Address, IP Address,and Last Router by LAN Client. The specific client information can be exported in a CSV file. All of this can be done for just WiFi based on Specific SSID, or All SSID's, Ethernet,and Unknown. System Reporting Generating detailed reports shall be a Within the NetCloud Management tool key function of the OSS.The reporting the following reports are available. system shall create and export • Data Usage thorough reports on all aspects of • Signal Quality system usage over specified time • Alert History,and frames including day,week,month,and • Activity Log. user-defined period. Reports shall Reports can be configured based upon deliver individual and aggregated Days,Weeks, Months,or Custom.Custom results and trends for metrics over time Groups can be set up for reporting. Data 2 by vehicle ID,OBN ID and (where Alternative included in the report can be configured 7. applicable) bus route including,but not Router,Network Interface,and Modem limited to,operational hours;system Information. uptime and availability; ridership usage patterns;current cellular and Wi-Fi For data retention NetCloud Manager network traffic levels by various holds the data for 30 days and Prime for parameters;and estimation of future 90 days.We have provided Prime as an totals based on trends. It shall be option.As a second option the agency can possible to compare results by current also poll the usage data using the and prior periods to identify NetCloud API and aggregate the data in performance gains or losses over time. their own database if desired. The Contractor shall provide examples 51 bE 5 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi of report templates available within the proposed solution. The OSS shall provide report summaries graphically on screen in a 'dashboard'environment,or exported in formats including but not limited to PDF,CSV and Excel. The Contractor shall detail clearly how the proposed solution addresses CAT need for deep analytics of all data gathered by the system,to help CAT identify areas requiring improvement and otherwise optimize the Wi-Fi solution. The system shall allow the operator of the system to set a threshold for cellular data use on a per vehicle and/or per OBN ID#so that,when the OBN exceeds a CAT-defined limit over a specific period (e.g.,5GB over 30 days) an alarm shall be generated. All data gathered either as uptime statistics or as metrics for reporting must be made available to CAT upon request in the form of a database backup or export in Excel,CSV,and PDF formats at a minimum.The OSS shall allow for the retention and storage at least 60 months of data.Prior to removal of data a backup shall be provided to Collier County. The onboard router and WIFI supports Support for Third Party Systems additional connections and can CAT either currently uses,or plans to accommodate other devices such as use,other onboard and off-board cameras,headsigns,etc. Through systems in conjunction with the OBN. NetCloud Manager,an API is Available The OSS shall work with and be that is referred to as a Rest API,or accessed by such systems,and making representational state transfer.A rest API available core data such as the status of is a specific architectural style,common 7.3 the overall network and its constituent Full for Web APIs,that leverages existing components. This shall be technologies of the Web(e.g.HTTP,XML) accomplished via an Application to enable information access on a large Programming Interface(API)and the scale.A REST API is a hypertext-driven API Contractor shall detail how their OSS that uses HTTP methods and follows the solution accommodates an API for this REST principles.The Cradlepoint purpose,what data is made available Enterprise Cloud Manager REST API uses through it,and in what format. the following HTTP methods:GET, POST, PUT,and DELETE.Base URL: 52 _ 1605 ma abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi V https://cradleoointecm.com/api/v2/("v2" designates version 2) Authentication:Authentication is how a request proves who it is coming from.This API uses ECM keys to perform authentication.An ECM key can be generated by a root admin using the ECM API application tile. Authorization:Authorization is how the system determines that the requestor has the right to the access role which is defined by the ECM API Key that includes the following roles:Administrator,Full Access User, Read Only User. Read results are always filtered by what the requestor has permission to read. Create,update,and delete operations fail unless the requestor has the right permissions.Permissions are specific to each account and resource type. Operational Support System Hosting CAT requires a hosted,managed OSS solution with all components accommodated by the Contractor in a suitable data center that is compliant with industry standards for security and availability.Data centers shall be located in Tier 4 secure server facilities (e.g.,a recognized major Internet Service Provider or Cloud Service 4 Provider)as determined by the7. Full Contractor's deployment plan. The data center solution shall have a peering relationship with a Tier 1 bandwidth provider,with redundant UPS and Prime Source type of generator-backed electrical power, redundant air conditioning systems, and 24/7 on site technical support and physical security. CAT must approve the data center locations,provider,and system configuration. Architecture The proposed OSS for the Cradlepoint S The Contractor shall explain in detail, Full MGR is the Net Cloud service from 7. and by diagram,the proposed OSS CradlePoint.The OSS will provide the architecture for review by CAT. This following safeguards to ensure proper use 53 €t4i 1 If--` 60 5 mQ abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi shall include communication;network and security. throughput capacity;security; how the required availability will be met;total SECURITY system capacity after RAID storage is • RADIUS and TACACS+support* applied; backup and recovery strategy; • 802.1x authentication for Ethernet and how the system will be maintained Zscaler integration' with the latest patches and security • Certificate support updates. • ALGs The proposed hardware must be • MAC Address Filtering identified and selected as among the • Advanced Security Mode(local most reliable and fit-for-purpose for user management only) supporting this type of application. The • Per-Client Web Filtering overall OSS solution design shall ensure • IP Filtering that no single failure of any component • Content Filtering(basic) within the system will prevent • Website Filtering continuation of processing for all other • Zone-Based Object Firewall with system components nor prevent host address(IP or FQDN),port, successful management of those and mac address components. High level of security is *-Native support for authentication. mandatory,and includes firewalls, Authorization and accounting support strong password management,user through hotspot/captive portal services. authentication,and user management. Contractor shall describe what security We have provided an overview of the measures are in place to protect users proposed system architecture for the of Wi-Fi. WIFI,Cellular,Validator and MGR connectivity. till' ? w lir . O -I = .:1,-- ---4.---vi . lh 1,11- I nteroperability and Access All access to the solution systems, Access to the solution systems,including including but not limited to OSS but not limited to OSS systems,APIs, 7.6 systems,APIs,databases,reporting Full databases,reporting tools,monitoring tools,monitoring tools and issues tools and issues management systems,will management systems,must be done be provided where applicable through through secure connections over secure connections over standard ports. standard ports. Communications Assistance for Law Not We understand that this applies to the 7.7 Enforcement Act Compliance Cellular/internet service provider.Since The Contractor shall explain in detail applicable we are proposing to have Collier County 54 9 160 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi how the design of the proposed provide the cellular service under your solution will comply with an Internet existing account these regulations would Service Provider's obligations to law be applicable to your current carrier. enforcement agencies under the Communications Assistance for Law Enforcement Act. Ownership of Data All data,including but not limited to 7.8 usage statistics and metrics recorded Full by the Wi-Fi system shall remain the property of CAT in perpetuity. WI-Fl SYSTEM CONTINUITY The postposed solution is supported by CAT recognizes that cellular modem Cradlepoint Inc. over just the past two technology changes over time as years they have been awarded the commercial mobile networks support following awards for innovation. newer standards(such as LTE-A). The • 2016 Channel Chief Contractor shall commit to delivering • 2016 Business Intelligence Group firmware support within their proposed recognizes Cradlepoint for its Mobile IP Router for new modems enterprise LTE and cloud-delivered within 180 days of(a)such modems solutions becoming commercially available,and • 2017 loT Breakthrough Awards (b)certified for use on a specific carrier Recognize Outstanding Internet of network. Things Technologies,Products& The Contractor also shall: Commit to keeping CAT proactively Companies 8 informed of all known software or Full • 2016 SDN Product of the Year hardware defects or bugs that affect • 2017 Network Infrastructure Product functionality and security of the Wi-Fi of the Year solution. Firmware will be available as new Provide a timeline for when patches, technology is available.As with 4G and 5G fixes and updates will be made available it takes time for the new technologies and for such defects or bugs. speeds to come to areas as it rolls out from Provide detailed instructions on how most densely populated to less populated they will apply all updates to Wi-Fi areas.Cradlepoint has successfully System components and whether such supported companies and systems for updates will affect system functionality. many years and it is has done so with a Commit to notifying CAT of scheduled great deal of success.We are confident updates and any rolling deployment Cradlepoint will continue its history of strategy to minimize system downtime. innovation and support. Product Development Road Map and The contractor will work with Cradlepoint Upgrades and Cellular carriers to be aware of The Contractor shall provide and potential changes and new technology 8.1 maintain a product development Partial plans.Unfortunately,the product supplier roadmap that shall include a schedule does not share the development road map of updates/upgrades to be for hardware and software. However,the implemented in the upcoming calendar contractor will work with the agency to year.This roadmap shall also include provide all known development and 55 CAO _ 1 6 0 5 ma abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi product logical architecture changes, technology advancements. physical architecture changes,and web service interface modifications. The Contractor shall provide descriptions explaining each update/upgrade and an approximate timeframe by quarter of when this update/upgrade shall be implemented.The Contractor and CAT shall mutually agree on the deployment schedule for update/upgrade and the Contractor shall provide documentation,training,and implementation support for all update/upgrade as necessary. These updates/upgrades shall be identified if they will be part of the maintenance/warranty agreement or quote shall be provided for the cost associated with each. In addition to Contractor-proposed upgrades,CAT may request specific enhancements to the Wi-Fi System. The Contractor shall describe procedures for tracking,prioritizing and scheduling these requests,and shall define how CAT shall request changes to the Wi-Fi System functionality. Product Development Documentation Required Software Development Roadmap and Upgrades Plan Hardware Development Roadmap and Upgrades Plan Procedures for CAT to request enhancements Documentation,training and implementation support for all updates as necessary 8 2 System Performance and Reliability Full Monitoring 56 a. , r" 1 6 0 5 ma abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi \CONFIDENTIAL COMMERCIAL INFORMATION III. Project Plan A representative project plan for the deployment of the Justride platform and the installation of onboard WiFi is described below. During project initiation a fully detailed and committed plan will be provided as part of the project governance process. 1 I� 1 1 M 1 ■ 1 ■ 1 • 1 ■ ■ 1 ■ ■ • • • • • • • • • • • ■ • NI ■ • ■ • ■ • ■ • ■ • ■ • • • ■ • ■ • • • ■ • 111 ■ ii • NS 111 ■ • ■ ■ • • ■ • ■ • 11. 160 5 ma ab1 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi CONFIDENTIAL COMMERCIAL INFORMATION ■ ■ • ■ • ■ • ■ ■ • ■ ■ ■ ■ • ■ • ■ • ■ • ■ • ■ ■ ■ ■ • ■ • ■ • ■ • ■ • ■ • ■ • • ■ ■ ■ IN • • • ■ ■ • ■ • ■ ■ ■ • ■ ■ • ■ ■ ■ ■ • ■ • IN ■ ■ ■ • ■ 58 `_ l 1605 masabl 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi ( CONFIDENTIAL COMMERCIAL INFORMATION ■ - ■ _- - • ■ • ■ • ■ • ■ • - • ■ • ■ ■ - - • ■ - • - • - • • ■ • U • - MI■ • ■ - • _ - MI IN ■ - - - - - MI -_- - - -MI - • - 59 _ 160 5 ma pbl 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi • N ■ IN U 1111 U • • NI • IN • • ■ IN • • IN • • • N I • IN IN I NI N ■ • IN U • ■ • , _ 1605 ma qbl 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi IV. Experience and Installation Base of the Proposer Company History Masabi is exclusively focused on delivering innovative ticketing solutions to transit agencies and their riders since 2007. This singular focus on ticketing for mass transit means that Masabi can offer its clients a turnkey mobile ticketing solution that offers maximum customer convenience and operator flexibility. As the pioneer in implementing mobile ticketing, Masabi has built up unparalleled experience. Masabi has engineered the Justride platform with feedback from its agency partners and is excited about including Big Blue Bus in this platform, collaborating and offering its expertise to Big Blue Bus,while also engaging with its staff to continuously improve the platform. Masabi's Justride has consistently been recognized and awarded for excellence and innovation around the globe,with recent awards including: • Transport Ticketing Global Awards 2018: Innovation in Customer Service for National Express • SmartRail Innovation Awards 2017: Public'�' � `, �' Transport App of the Year. • Transport Ticketing Global Awards 2017 : Sm Smartart CiCit Industr tyY Prize withAward Y Las Vegas2016 RTC.to "� ��° • Justride • Transport TicketingGlobal Awards 2016. � � � f� Most Successful Mobile Ticketing Programme. F " �, 'a for Transport for Athens. Masabi currently provides mobile ticketing services to the following transit agencies and operators: SMART,Sonoma County,CA Thames Clippers, London, United Kingdom MBTA, Boston, MA National Express Buses, United Kingdom MTA Metro-North Railroad, NY Preston Bus, United Kingdom MTA Long Island Rail Road, NY National Express, United Kingdom LA Metrolink,CA Arriva, United Kingdom NICE Bus, NY CrossCountry, United Kingdom NO RTA, LA OASA,Athens,Greece RTC Las Vegas, NV Orleans, France RTD Denver,CO Montargis, France Bustang,CO HTM,The Hague,The Netherlands ACE Bus,CO Fire Island Ferries, NY 61 160 5 mQ abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Mobile Ticketing Experience Masabi has deployed successfully, after customer acceptance, the following mobile ticketing solutions: • Bustang(CO, USA, Deployed in 2017) • Ace Casino(CO, USA, Deployed in 2017) • Adelaide MPTS (Australia,AUS, Deployed in 2017) • Anchorage People Mover(AK, USA, Deployed in 2017) • Fire Island Water Taxi (NY, USA, Deployed in 2017) • HTM (Netherlands, NL, Deployed in 2017) • Manly Fast Ferry(Australia,AUS, Deployed in 2017) • RTD Denver(CO, USA, Deployed in 2017) • SMART(CA, USA, Deployed in 2017) • Orleans (France, FR, Deployed in 2016) • Metrolink(CA, USA, Deployed in 2016) • MTA Metro-North Railroad (NY, USA, Deployed in 2016) • MTA Long Island Railroad (NY, USA, Deployed in 2016) • National Express Buses(Great Britain, UK, Deployed in 2016) • Preston Bus (Great Britain, UK, Deployed in 2016) • RTC Las Vegas (NV, USA, Deployed in 2016) • NORTA(LA, USA, Deployed in 2015) • Thames Clipper(Great Britain, UK, Deployed in 2014) • NICE Long Island (NY, USA, Deployed in 2013) • MBTA (MA, USA, Deployed in 2012) 62 _ 16D 5 mq pbi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi E CONFIDENTIAL COMMERCIAL INFORMATION V. Qualifications of Personnel Assigned to the Project At the inception of a contract award, Masabi Services will appoint a project team which will consist of the following roles: 63 _ 1605 ma Qbi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi CONFIDENTIAL COMMERCIAL INFORMATION Principals IIIIIIIIIIIIIIIIIIMMMIIMMMMIMNMMIIIMMMOIOI ,: 9 it # , I�T k,: 64 .CAO 1605 ma abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi CONFIDENTIAL COMMERCIAL INFORMATION Avail Technologies Project Team Avail is supporting Masabi and CAT with an experienced and seasoned team dedicated to the success of your project. We want you to feel you can put our staff to work as if they are simply your staff. Your entire organization will see and feel their presence throughout the project and beyond with our unique post-project support model. Each person at Avail Technologies is selected based on their ability to reliably and accurately complete the task at hand. They are also chosen based on their dedication to customer service to form lasting partnerships. Our staff is comprised of seasoned transit industry professionals that bring fresh perspectives to ways to achieve success. Each member of the Avail team is dedicated to partnering with you to revolutionize the adoption of your ITS solution and enhance your rider's experience. The information below outlines the expertise of the Avail project team that will work with you to guarantee the successful implementation of your technology solution. 65 5 160 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi IN 66 160 5 ma qbl 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi :.o r � CONFIDENTIAL COMMERCIAL INFORMATION JS- EMMEMMEIONIM 67 160 5 ma a bi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi (CONFIDENTIAL COMMERCIAL INFORMATION VII. Customer Listing REFERENCE#1 REFERENCE#2 REFERENCE#3 REFERENCE#4 68 1 6 D 5 ma pbi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi CONFIDENTIAL COMMERCIAL INFORMATION J Provided from March 2014 to April 2015: REFERENCE#5 =MI Submitted by: Masabi LLC Business Name: Masabi Authorized Representative: Zach Ascher Title: Business Development North America Solicitation#: 18-7266 Date: 02/16/2018 69 1 6 0 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Vaemspd VIII. Acceptance of Conditions Not exceptions taken. 70 160 5 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi IX. Required Form Submittals Attachment 2: Vendor Checklist Coiter County Administrative Services Department Procurement Ser,ces De ts€an Form 2:Vendor Check List IMPORTANT: THIS SHEET MUST BE SIGNED.Please read carefully,sign in the spaces indicated and return with your Proposal. Vendor should check off each of the following items as the necessary action is completed: The Solicitation Submittal has been signed. All applicable forms have been signed and included,along with licenses to complete the requirements of the project. Any addenda have been signed and included. ALL SUBMITTALS MUST HAVE THE SOLICITATION NUMBER AND TITLE Name of Firm: Masabi LLC Address: 404 5th Avenue.Suite 6024 City,State,Zip: New York,NY 10018 Telephone: 914-715-4948 Email: zach.ascher@masabi.com Representative Signature: Representative Name: Zach Ascher Date 02/16/2018 71 1605 macpb1 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Neastiamsarr Attachment 3: Conflict of Interest Affidavit 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Declaration Statement&Conflict of Interest Affidavit Vendor Declaration Statement The undersigned,as Vendor declares that this submittal is made without connection or arrangement with any other person and this proposal is in every respect fair and made in good faith,without collusion or fraud. The Vendor agrees to execute a Collier County document for the purpose of establishing a formal contractual relationship between the firm and Collier County,for the performance of all requirements to which the solicitation pertains. The Vendor states that the submitted proposal is based upon the documents listed by the above referenced Solicitation. Conflict of Interest Affidavit The Vendor certifies that, the firm (employees, officers, and/or agents) hereby discloses,that to the best of their knowledge and belief, all relevant facts concerning past, present or currently planned interests or activity (ies) (financial, contractual, organizational, or otherwise)which are related to the proposed work; and bear on whether the firm(employees,officers,and/or agents)has a possible conflict and has been fully disclosed. Additionally, the firms (employees, officers and/or agents) agree to immediately notify the Procurement Services Division in writing if any actual or potential conflict of interest arises during the contract and/or project duration. Yes 0 No Certification: Under penalties of perjury,I certify that I am in agreement,to the best of my knowledge,with the terms and conditions of the Declaration and Conflict of Interest Statements above. S +...y,ai� A �y, 4_,.... r t Zach Ascher, Masabi LLC 72 it 160 5 macgb1 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Vendor Declaration 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi INSTRUCTIONS TO PROPOSERS 1. QUESTIONS 1.1 Direct questions related to this RFP to the Collier County Procurement Services Division Online Bidding System website:https://www.bidsync.com/bidsync-cas/. 1.2 Proposers must clearly understand that the only official answer or position of the County will be the one stated on the Collier County Procurement Services Division Online Bidding System website.For general questions,please call the referenced Procurement Strategist noted on the cover page. 2. PRE-PROPOSAL CONFERENCE 2.1 The purpose of the pre-proposal conference is to allow an open forum for discussion and questioning with County staff regarding the RFP with all prospective vendors having an equal opportunity to hear and participate. Oral questions will receive oral responses, neither of which will be official,nor become part of the REP.Only written responses to written questions will be considered official,and will be included as part of the RFP as an addendum. 2.2 All prospective vendors are strongly encouraged to attend, as, this will usually be the only pre-proposal conference for this solicitation.If this pre-proposal conference is denoted as"mandatory",prospective Vendors must be present in order to submit a proposal response. 3. COMPLIANCE WITH THE RFP Proposals must be in strict compliance with this REP. Failure to comply with all provisions of the RFS may result in disqualification. 4. AMBIGUITY,CONFLICT,OR OTHER ERRORS IN THE RFP It is the sole responsibility of the vendor if they discovers any ambiguity, conflict,discrepancy,omission or other error in the RFP, to immediately notify the Procurement Professional, noted herein, of such error in writing and request modification or clarification of the document prior to submitting the proposal. The Procurement Professional will make modifications by issuing a written revision and will give written notice to all parties who have received this RFP from the Procurement Services Division. 5. PROPOSALS,PRESENTATIONS,AND PROTEST COSTS The County will not be liable in any way for any costs incurred by any Vendor in the preparation of its proposal in response to this RFP,nor for the presentation of its proposal and/or participation in any discussions,negotiations,or, if applicable,any protest procedures. 6. VALIDITY OF PROPOSALS No proposal can be withdrawn after it is opened unless the vendor makes their request in writing to the County. All proposals shall be valid for a period of one hundred eighty (180) days from the submission date to accommodate evaluation and selection process. 7. METHOD OF SOURCE SELECTION 7.1 The County is using the Competitive Sealed Proposals methodology of source selection for this procurement,as authorized by Ordinance Number 2017-08,establishing and adopting the Collier County Procurement Ordinance. 7.2 If the County receives proposals from less than three (3)firms,the Procurement Director shall review all the facts and determine if it is in the best interest of the County to solicit additional proposals or request that the Selection Committee rank order the received proposals. 8. EVALUATION OF PROPOSALS 8.1 The County's procedure for selecting is as follows: 8.1.1 The Procurement Services Director shall appoint a selection committee to review all proposals submitted. 8.1.2 The Request for Proposal is issued. 8.1.3 Subsequent to the receipt closing date for the proposals, the Procurement Professional will review the proposals received and verify each proposal to determine if it minimally responds to the requirements of the published REP. 8.1.4 Selection committee meetings will be open to the public and publicly noticed by the Procurement Services Division. 8.1.5 In an initial organization meeting,the selection committee members will receive instructions,the submitted proposals, and establish the next selection committee meeting date and time. After the first meeting, the Procurement professional will publicly announce all subsequent committee meeting dates and times. The subsequent meeting dates and times will be publicly posted with at least one(1)day advanced notice. 73 mac' bl 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi 8.1.6 Selection committee members will independently review and score each proposal based on the evaluation criteria stated in the request for proposal using the Individual Selection Committee Score and Rank Form and prepare comments for discussion at the next meeting. The Individual Selection Committee Score and Rank Form is merely a tool to assist the selection committee member in their review of the proposals. 8.1.7 At the publicly noticed selection committee meeting,the members will present their independent findings/ conclusions/comments based on their reading and interpretation of the materials presented to each other,and may ask questions of one another. Time will be allowed for public comment. 8.1.8 Collier County selection committee members may consider all the material submitted by the Proposer and other information Collier County may obtain to determine whether the Proposer is capable of and has a history of successfully completing projects of this type, including, without limitation, additional information Collier County may request,clarification of proposer information,and/or additional credit information. 8.1.9 Once the individual scoring has been completed,the Procurement professional will read the results publicly. The committee will make a determination if oral presentations are needed and which firms will be invited to give oral presentations by short listing the proposals submitted. The selection committee may ask for additional information, present materials, interview, ask questions, etc. The members may consider any and all information obtained through this method in formulating their final ranking. 8.1.10 The selection committee's overall rank of firms in order of preference(from highest beginning with a rank of one (1) to the lowest) will be discussed and reviewed by the Procurement Professional. By final tabulation,and having used all information presented (proposal, presentation, references,etc.),the selection committee members will vote and thus create a final ranking and staff will subsequently enter into negotiations. 8.2 The County reserves the right to withdraw this RFP at any time and for any reason, and to issue such clarifications, modifications,addendums,and/or amendments as it may deem appropriate,including,but not limited, to requesting supplemental proposal information. 8.3 Receipt of a proposal by the County offers no rights upon the proposer nor obligates the County in any manner. 8.4 Acceptance of the proposal does not guarantee issuance of any other governmental approvals. 9. REFERENCES The County reserves the right to contact any and all references submitted as a result of this solicitation. 10. RESERVED RIGHTS Collier County reserves the right in any solicitation to accept or reject any or all bids, proposals or offers;to waive minor irregularities and technicalities; or to request resubmission.Also,Collier County reserves the right to accept all or any part of any bid, proposal, or offer, and to increase or decrease quantities to meet additional or reduced requirements of Collier County. Notwithstanding any other provisions of this Article,if none or only one responsive and responsible bid or proposal is received following any solicitation,the County Manager,or designee,reserves the right to reject all bids, proposals or offers and to negotiate with any responsible providers to secure the best terms and conditions in the sole interest of the County unless otherwise provided by law. 11. INSURANCE AND BONDING REQUIREMENTS 11.1 The Vendor shall at its own expense,carry and maintain insurance coverage from responsible companies duly authorized to do business in the State of Florida as set forth in the Insurance and Bonding attachment of this solicitation. The Vendor shall procure and maintain property insurance upon the entire project, if required,to the full insurable value of the scope of work. 11.2 The County and the Vendor waive against each other and the County's separate Vendors,Contractors,Design Vendor, Subcontractors agents and employees of each and all of them,all damages covered by property insurance provided herein, except such rights as they may have to the proceeds of such insurance. The Vendor and County shall, where appropriate, require similar waivers of subrogation from the County's separate Vendors, Design Vendors and Subcontractors and shall require each of them to include similar waivers in their contracts. 11.3 Collier County shall be responsible for purchasing and maintaining,its own liability insurance. 11.4 Certificates issued as a result of the award of this solicitation must identify"For any and all work performed on behalf of Collier County." 11.5 The General Liability Policy provided by Vendor to meet the requirements of this solicitation shall name Collier County, Florida, as an additional insured as to the operations of Vendor under this solicitation and shall contain a severability of interests provisions. 11.6 Collier County Board of County Commissioners shall be named as the Certificate Holder. The Certificates of Insurance must state the Contract Number,or Project Number,or specific Project description,or must read: For any and all work performed on behalf of Collier County.The"Certificate Holder"should read as follows: Collier County Board of County Commissioners 74 /._ 6 a inp5pb18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Naples,Florida 11.7 The amounts and types of insurance coverage shall conform to the minimum requirements set forth in Insurance and Bonding attachment,with the use of Insurance Services Office(ISO)forms and endorsements or their equivalents. If Vendor has any self-insured retentions or deductibles under any of the below listed minimum required coverage,Vendor must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be Vendor's sole responsibility. 11.8 Coverage(s) shall be maintained without interruption from the date of commencement of the Work until the date of completion and acceptance of the scope of work by the County or as specified in this solicitation,whichever is longer. 11.9 The Vendor and/or its insurance carrier shall provide 30 days written notice to the County of policy cancellation or non renewal on the part of the insurance carrier or the Vendor. The Vendor shall also notify the 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 Vendor from its insurer and nothing contained herein shall relieve Vendor of this requirement to provide notice.In the event of a reduction in the aggregate limit of any policy to be provided by Vendor hereunder, Vendor shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 11.10 Should at any time the Vendor not maintain the insurance coverage(s) required herein, the County may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverage(s) and charge the Vendor for such coverage(s)purchased. If Vendor fails to reimburse the County for such costs within thirty(30)days after demand,the County has the right to offset these costs from any amount due Vendor under this Agreement or any other agreement between the County and Vendor.The County shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage(s) purchased or the insurance company or companies used. The decision of the County to purchase such insurance coverage(s)shall in no way be construed to be a waiver of any of its rights under the Contract Documents. 11.11 If the initial or any subsequently issued Certificate of Insurance expires prior to the completion of the scope of work,the Vendor shall furnish to the County renewal or replacement Certificate(s)of Insurance not later than ten (10) calendar days after the expiration date on the certificate. Failure of the Vendor to provide the County with such renewal certificate(s)shall be considered justification for the County to terminate any and all contracts. 12. ADDITIONAL ITEMS AND/OR SERVICES Additional items and /or services may be added to the resultant contract,or purchase order,in compliance with the Procurement Ordinance. 13. COUNTY'S RIGHT TO INSPECT The County or its authorized Agent shall have the right to inspect the Vendor's facilities/project site during and after each work assignment the Vendor is performing. 14. VENDOR PERFORMANCE EVALUATION The County has implemented a Vendor Performance Evaluation System for all contracts awarded in excess of $25,000. To this end, vendors will be evaluated on their performance upon completion/termination of this Agreement. 15. ADDITIONAL TERMS AND CONDITIONS OF CONTRACT 15.1 The selected Vendor shall be required to sign a standard Collier County contract. 15.2 The resultant contract(s)may include purchase or work orders issued by the County's project manager. 15.3 The County reserves the right to include in any contract document such terms and conditions, as it deems necessary for the proper protection of the rights of Collier County.A sample copy of this contract is available upon request. The County will not be obligated to sign any contracts, maintenance and/or service agreements or other documents provided by the Vendor. 15.4 The County's project manager shall coordinate with the Vendor/Contractor the return of any surplus assets, including materials,supplies,and equipment associated with the scope or work. 16. PUBLIC RECORDS COMPLIANCE 16.1 Florida Public Records Law Chapter 119, including specifically those contractual requirements in 119.0701(2)(a)-(b)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: Communication and Customer Relations Division 75 r"`"1160 ma qbl 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi 3299 Tamiami Trail East Suite 102 Naples,FL 34112-5746 Telephone:(239)252-8383 16.2 The Contractor must specifically comply with the Florida Public Records Law to: 16.2.1 Keep and maintain public records required by the public agency to perform the service. 16.2.2 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. 16.2.3 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. 16.2.4 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. 17. WORK ORDERS ON FIXED TERM CONTRACTS 17.1 The County reserves the right to order such services from selected firms as may be required during said period, but does not guarantee any minimum or maximum services to be ordered during the period specified from any given firm.Work Order service assignments shall be at the sole discretion of the County. 17.2 Agreements issued that are determined to be"CONTINUING CONTRACTS"where services will be requested by Work Orders in excess of$200,000 shall be approved by the Board of County Commissioners. 17.3 Should any project that is active on a work order extend past the contract termination date,that work order will be active and extended as necessary until completion of such project. 18. PAYMENT METHOD 18.1 Payments are made in accordance with the Local Government Prompt Payment Act, Chapter 218, Florida Statutes.Vendor's invoices must include: 18.1.1 Purchase Order Number 18.1.2 Description and quantities of the goods or services provided per instructions on the County's purchase order or contract. Invoices shall be sent to: Board of County Commissioners Clerk's Finance Department ATTN:Accounts Payable 3299 Tamiami Trail East,Suite 700 Naples FL 34112 Or Emailed to: bccapclerk@collierclerk.com 18.2 Payments will be made for articles and/or services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract.Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 18.3 In instances where the successful contractor may owe debts (including, but not limited to taxes or other fees) to Collier County and the contractor has not satisfied nor made arrangement to satisfy these debts,the County reserves the right to off-set the amount owed to the County by applying the amount owed to the vendor or contractor for services performed of for materials delivered in association with a contract. 18.4 Invoices shall not reflect sales tax. After review and approval,the invoice will be transmitted to the Finance Division for payment. Payment will be made upon receipt of proper invoice and in compliance with Chapter 218 Florida Statutes, otherwise known as the "Local Government Prompt Payment Act." Collier County reserves the right to withhold and/or reduce an appropriate amount of any payment for work not performed or for unsatisfactory 76 1605 ma abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Ilhumeeir performance of Contractual requirements. 19. ENVIRONMENTAL HEALTH AND SAFETY 19.1 All Vendors and Sub Vendors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Vendors and Sub Vendors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site.All firewall penetrations must be protected in order to meet Fire Codes. 19.2 Collier County Government has authorized OSHA representatives to enter any Collier County facility, property and/or right-of-way for the purpose of inspection of any Vendor's work operations. This provision is non-negotiable by any department and/or Vendor. 19.3 All new electrical installations shall incorporate NFPA 70E Short Circuit Protective Device Coordination and Arc Flash Studies where relevant as determined by the engineer. 19.4 All electrical installations shall be labeled with appropriate NFPA 70E arch flash boundary and PPE Protective labels. 20. LICENSES 20.1 The Vendor is required to possess the correct Business Tax Receipt, professional license, and any other authorizations necessary to carry out and perform the work required by the project pursuant to all applicable Federal,State and Local Law,Statute, Ordinances,and rules and regulations of any kind.Additionally,copies of the required licenses must be submitted with the proposal response indicating that the entity proposing,as well as the team assigned to the County account, is properly licensed to perform the activities or work included in the contract documents. Failure on the part of any Vendor to submit the required documentation may be grounds to deem Vendor non-responsive. A Vendor, with an office within Collier County is also required to have an occupational license. 20.2 All State Certified contractors who may need to pull Collier County permits or call in inspections must complete a Collier County Contractor License registration form and submit the required fee. After registering the license/registration will need to be renewed thereafter to remain"active"in Collier County. 20.3 If you have questions regarding professional licenses contact the Contractor Licensing, Community Development and Environmental Services at(239)252-2431,252-2432 or 252-2909.Questions regarding required occupational licenses,please contact the Tax Collector's Office at(239)252-2477. 21. SURVIVABILITY The Vendor agrees that any Purchase Order/Work Order/Solicitation Documents that extends beyond the expiration date of the original Solicitation will survive and remain subject to the terms and conditions of that Agreement until the completion or termination. 22. PRINCIPAL/COLLUSION By submission of this Proposal the undersigned, as Vendor,does declare that the only person or persons interested in this Proposal as principal or principals is/are named therein and that no person other than therein mentioned has any interest in this Proposal or in the contract to be entered into;that this Proposal is made without connection with any person, company or parties making a Proposal, and that it is in all respects fair and in good faith without collusion or fraud. 23. RELATION OF COUNTY It is the intent of the parties hereto that the Vendor shall be legally considered an independent Vendor, and that neither the Vendor nor their employees shall, under any circumstances, be considered employees or agents of the County, and that the County shall be at no time legally responsible for any negligence on the part of said Vendor, their employees or agents, resulting in either bodily or personal injury or property damage to any individual,firm,or corporation. 24. TERMINATION Should the Vendor be found to have failed to perform services in a manner satisfactory to the County,the County may terminate this Agreement immediately for cause; further the County may terminate this Agreement for convenience with a thirty(30) day written notice.The County shall be sole judge of non performance. In the event that the award of this solicitation is made by the Procurement Services Director, the award and any resultant purchase orders may be terminated at any time by the County upon thirty(30) days written notice to the awarded vendor(s)pursuant to the Board's Procurement Ordinance. 25. LOBBYING After the issuance of any solicitation, no current or prospective vendor or any person acting on their behalf,shall 77 /-'�. 1 6 B5 masab1 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi contact, communicate with or discuss any matter relating to the solicitation with any Collier County employee or elected or appointed official,other than the Procurement Services Director or his/her designees. This prohibition ends upon execution of the final contract or upon cancellation of the solicitation. Any current or prospective vendor that lobbies any Collier County employee or elected or appointed official while a solicitation is open or being recommended for award (i) may be deemed ineligible for award of that solicitation by the Procurement Services Director, and(ii)will be subject to Suspension and Debarment outlined in section Twenty-eight of County Ordinance 2017-08. 26. CERTIFICATE OF AUTHORITY TO CONDUCT BUSINESS IN THE STATE OF FLORIDA(FL Statute 607.1501) In order to be considered for award, firms must be registered with the Florida Department of State Divisions of Corporations in accordance with the requirements of Florida Statute 607.1501 and provide a certificate of authority (www.sunbiz.org/search.html) prior to execution of a contract. A copy of the document may be submitted with the solicitation response and the document number shall be identified. Firms who do not provide the certificate of authority at the time of response shall be required to provide same within five(5)days upon notification of selection for award. If the firm cannot provide the document within the referenced timeframe,the County reserves the right to award to another firm. 27. SINGLE PROPOSAL Each Vendor must submit, with their proposal, the required forms included in this RFP.Only one proposal from a legal entity as a primary will be considered. A legal entity that submits a proposal as a primary or as part of a partnership or joint venture submitting as primary may not then act as a sub-vendor to any other firm submitting under the same RFP. If a legal entity is not submitting as a primary or as part of a partnership or joint venture as a primary, that legal entity may act as a sub-vendor to any other firm or firms submitting under the same RFP.All submittals in violation of this requirement will be deemed non-responsive and rejected from further consideration. 28. PROTEST PROCEDURES 28.1 With respect to a protest of the terms,conditions and specifications contained in a solicitation,including any provisions governing the methods for evaluation of bids, proposals or replies,awarding contracts, reserving rights for further negotiation or modifying or amending any contract,the protesting party shall file a notice of intent to protest within three (3) days, excluding weekends and County holidays, after the first publication, whether by posting or formal advertisement of the solicitation.The formal written protest shall be filed within five (5) days of the date the notice of intent is filed. Formal protests of the terms,conditions and specifications shall contain all of the information required for the Procurement Services Director, to render a decision on the formal protest and determine whether postponement of the bid opening or proposal/response closing time is appropriate. The Procurement Services Director's decision shall be considered final and conclusive unless the protesting party files an appeal of the Procurement Services Director's decision. 28.2 Any actual proposer or respondent to who desires to protest a recommended contract award shall submit a notice of intent to protest to the Procurement Services Director within three(3)calendar days,excluding weekends and County holidays,from the date of the initial posting of the recommended award. 28.3 All formal protests with respect to a recommended contract award shall be submitted in writing to the Procurement Services Director for a decision. Said protests shall be submitted within five (5) calendar days, excluding weekends and County holidays, from the date that the notice of intent to protest is received by the Procurement Services Director,and accompanied by the required fee. 28.4 Complete form and instructions for formal protest are set forth in Section 23 of Collier County Ordinance 2017-08. The protesting party must have standing as defined by established Florida case law to maintain a protest. 29. PUBLIC ENTITY CRIME A person or affiliate who has been placed on the convicted Vendor list following a conviction for a public entity crime may not submit a bid, proposal,or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor,supplier,subcontractor,or vendor under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s.287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted Vendor list. 30. SECURITY AND BACKGROUND CHECKS 30.1 The Contractor is required to comply with County Ordinance 2004-52,as amended. Background checks are 78 160 5 masa 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi tkomersessa 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. 30.2 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. 30.3 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. 30.4 CCSO requires separate fingerprinting prior to work being performed in any of their locations. This will be coordinated upon award of the contract.If there are additional fees for this process,the vendor is responsible for all costs. 31. CONFLICT OF INTEREST Vendor shall complete the Conflict of Interest Affidavit included as an attachment to this RFP document. Disclosure of any potential or actual conflict of interest is subject to County staff review and does not in and of itself disqualify a firm from consideration. These disclosures are intended to identify and or preclude conflict of interest situations during contract selection and execution. 32. 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, the current Collier County Ethics Ordinance and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual,firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP,and/or quotes;and,c.immediate termination of any contract held by the individual and/or firm for cause. 33. Immigration Law Affidavit Certification 33.1 Statutes and executive orders require employers to abide by the immigration laws of the United States and to employ only individuals who are eligible to work in the United States. 33.2 The Employment Eligibility Verification System (E-Verify) operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA), provides an Internet-based means of verifying employment eligibility of workers in the United States; it is not a substitute for any other employment eligibility verification requirements. The program will be used for Collier County formal Invitations to Bid(ITB)and Request for Proposals(RFP)including Request for Professional Services(RFP)and construction services. 33.3 Exceptions to the program: 33.3.1 Commodity based procurement where no services are provided. 33.3.2 Where the requirement for the affidavit is waived by the Board of County Commissioners 33.4 Vendors / Bidders are required to enroll in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the Vendor's/bidder's proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Vendors are also required to provide the Collier County Procurement Services Division an executed affidavit certifying they shall comply with the E-Verify Program. The affidavit is attached to the solicitation documents. If the BidderNendor does not comply with providing the acceptable E-Verify evidence and the executed affidavit the bidder's/Vendor's proposal may be deemed non-responsive. 33.5 Additionally,Vendors shall require all subcontracted Vendors to use the E-Verify system for all purchases not covered under the"Exceptions to the program"clause above. 33.6 For additional information regarding the Employment Eligibility Verification System (E-Verify) program visit the following website: http://www.dhs.gov/E-Verify. It shall be the Vendor's responsibility to familiarize themselves with all rules and regulations governing this program. 33.7 Vendor acknowledges, and without exception or stipulation, any firm(s) receiving an award shall be fully 79 cto (-1 * 1605 ma pbl 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto,as either may be amended and with the provisions contained within this affidavit. Failure by the awarded firm(s)to comply with the laws referenced herein or the provisions of this affidavit shall constitute a breach of the award agreement and the County shall have the discretion to unilaterally terminate said agreement immediately. Yes 0 No Certification: I certify that I am in agreement, to the best of my knowledge, with the Instructions To Proposers above. I ,z,: A .,.. .--c... "4 Zach Ascher, Masabi LLC 80 16115 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Grant Required Forms Certification Regarding Debarment,Suspension,and Other Responsibility Matters Primary Covered Transactions (1)The prospective primary participant certifies to the best of its knowledge and belief,that it and its principals: (a)Are not presently debarred,suspended, proposed for debarment,declared ineligible,or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain,or performing a public(Federal,State or local) transaction or contract under a public transaction;violation of Federal or State antitrust statutes or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records, making false statements,or receiving stolen property; (c)Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity(Federal,State or local)with commission of any of the offenses enumerated in paragraph (I)(b)of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal,State or local)terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this proposal. Zach Ascher CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Name Project Name Business Development NA 18-7266 Title Project Number Masabi LLC 99-0385078 Firm Tax ID Number DUNS Number 404 5th Avenue,Suite 6024, New York, NY, 10018 Street Address,City,State,Zip mow,-. A,,.,e........--_. Signature 81 160 5 ma abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi COLLIER COUNTY Conflict of Interest Certification 18-7266 Collier County Solicitation No. I, Zach Ascher , hereby certify that to the best of my knowledge,neither I nor my spouse, dependent child,general partner,or any organization for which I am serving as an officer, director,trustee,general partner or employee,or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. I further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household.Also,to the best of my knowledge, no member of my household; no relative with whom I have a close relationship; no one with whom my spouse, parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year are parties or represent a party to the matter. I also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter,and to disclose any interest I, or anyone noted above, has in any person or organization that does become involved in,or is affected at a later date by,the conduct of this matter. A Zach Ascher Name Signature Business Development NA 16/02/2018 Position Date Privacy Act Statement Title I of the Ethics in Government Act of 1978(5 U.S.C.App.),Executive Order 12674 and 5 CFR Part 2634,Subpart I require the reporting of this information.The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations. Additional disclosures of the information on this report may be made:(1)to a federal,state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations;(2)to a court or party in a court or federal administrative proceeding if the government is a party or in order to comply with a judge-issued subpoena;(3)to a source when necessary to obtain information relevant to a conflict of interest investigation or decision;(4)to the National Archives and Records Administration or the General Services Administration in records management inspections;(5)to the Office of Management and Budget during legislative coordination on private relief legislation;and(6)in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding,if the information is relevant to the subject matter.This confidential certification will not be disclosed to any requesting person unless authorized by law.See also the OGE/GOVT-2 executive branch-wide Privacy Act system of records. 82 r--% 160 5 ma abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi COLLIER COUNTY Acknowledgement of Terms, Conditions and Grant Clauses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: If the vendor subcontracts any of the work required under this Agreement,a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla.Stat. Certification On behalf of my firm, I acknowledge, and agree to perform all of the specifications and grant requirements identified in this solicitation document(s). Vendor/Contractor Name Masabi LLC Date 02/16/2018 Authorized Signature Address 404 5th Avenue,Suite 6024, New York, NY, 10018 Solicitation/Contract# 18-7266 83 `-- c,A€r \;_'_J 160 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Straws ret be a eti uri.ereat«e statuses w M new*.lar Pa ME to mhos'prowl*a***sad statarertatt or pray**sovrca tattOrt that 11 datas a statta A. PRIME IR *.'.' tre obit P** MO PotAtete _ CONTRACT DOU_AP AMOUNT s5 Tt@ Pt r, A rttwer0A.ffairtift,OriAthArilMtD. VETERAN q N 'wt AC°t4KTY OF'NOS CONTRACT,... i k TYoa theussNES.s!NTttDPR3st' oRR Y N CONSTRUCTXX4* Y N Oat.'Atel. R(.cut**Art A SMAU OrS,ADVANTAGtO eutSrheSs t:A C taTti')(AT *FROM.The SMALL eustiftSs Mt'tt) v N COFtSULTA' # V M £D'. .:t5TlAT f, A'it0.1(:t... tits 17fP'' e4`"*t' w td Ortkp Y' N ;Fat la, ? N s`'14 1;UBlrt55 7t'i A Pt`.'.C N, v P. i DES fit.'S *Whitt!st IL PRIME'RAS SUBCONTRAtIORSUP CR WWI.IS A '+ ' e' ANT #;yi s ' ae3AxSMAIL _ B SS iCERI+N ISISfliVR1 DISABLES)VETERAN,I mo' I TO COINEETE T S WRY SEXTKIN Dat M TWtrf SAAR ON TRACTOR OR SUPPtttf TYPt OF WOOS O* illtatiCTTY COO( SOR/SUPOUTR PtitCtaiT Of CONTRACT VE TtRAUf NAA4E SPtatarr (UN Satoh) DOt1AR AMOUNT' DOLLARS Tt�sAt�. C. SECTION TO SE COMPLETED BY PRIME VENDOR/ 0 NAMt OF 3 itattTTER OAT( Trite Of Straw-flew tMAtt.ADDRESS CSG PRIME ISUBatITTtR) TtirPtacttat Nuanitatt eta NUMB(R 4 NOTE Thrt at x 0 toad to tract and report antatspated Mt or Mitt partin s*#. contras The acct ad Oat or P.iM isroaantary*nit est not become part of the contractual terms That form+snot be subtnacad ar Tartu O to t shalt/Non t and when a.t aided a CauutY corsxarct,the pane Ala be aDad to a the ai for but pato tonpitarce fairs r 7!4 Stack American U thipanrc AtttlaNtaftr.a Saba*Ailticixatk NA Su:Wont Main AftafiCcMMY 4143.5 iatr is Aflat ICIal >�.. Ottstrnett Of Mr.other group tasted 0 D.SECTION TO SE COMPLETED BY COLLIER COUNTY OtpAc"IA EN"NAMt C =Ea CONTRACT a€rfPT?i m WO WWCW' (.,RANT OGRAMr'C0 rTLACT ACC/PTRD taY DATE 84 160 5 masabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi BID OPPORTUNITY LIST FOR PROFESSIONAL CONSULTANT SERVICES, AND COMMODITIES & CONTRACTUAL SERVICES Pnme ContraciorfPrime Consultant AddressrPhone Number Procurement Number/Advertisement Number 49 CFR Part 26 11 The list ts intended to be a Itstng of all firms that are • - • ,ing,or attempting to partopate on DOT-assisted contracts The list must Include all firms that bid on prune contracts, or bid or • • subcontracts and supplies materials on DOT-assisted prolects, including both DBEs and non-DBEs For consulting companies this list must include aH sutxonsultants contacting you and expressing an Interest in teaming with you on a speak DOT assisted protect Prime contractors and consultants not provide infonnabon for Numbers 1,2,3 and 4, and should provide any information they have available on Numbers 5,6. 7,arid 8 for thernsetves,and their stixontractom and subconsultants 1 Federal Tax ID Number 6 DOSE 8. Annual Gross Receipts 2 Finn Name 0 Non-DBE 0 Less lhan$1 m • 3 Phone31 Between$1 -$5 mdlion 4 Address 0 Between$5- $10 milion 7 0 Subcontractix 0 Between$10- $15 million Subccnstitant 0 More than$15 million 5 Year Firm Established 1 Federal Tax ID Number 6 0 DBE 8. Annual Gross Receipts 2 Firm Name 0 Non-DBE [3 Less than$1 million 3 Phone Between$1 - $5 million 4 Address Between$5- $10 millon 7 D&ibcontractor Between$10- $15 mike Subconsuitant 0 More than$15 moon 5 Year Firm Established' 1 Federal Tax ID Number 6 0 DBE 8 Aruba Gross Receipts 2 Firm Name: Non-DBE Less than 51 million 3 Phone0 Between$1 -$5 million 4 Address 0 Between$5-$10 million 7 0 Subcontractor 0 Between$10-$15 maim DI Subconsultant UIIII More than$15 maim 5 Year Firm Established 1 Federal Tax ID Number 6 31 DBE 8. Annual Gross Receipts 2 Firm Name Non-D6E 0 Less than$1 melba% 3 Phone: 0 Between 51 -$5 million 4 Address 011 Between$5-$10 maw 7 DSthcontractor DI Between$10-$15 mason o Subconsultant 0 More than$15 moon 5 Year Firm Established* 85 _ .- . 160 5 r-1 ma obi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi TACS Form Technical Architectural,Compatibility and Supportability Requirements Document(TACS) I Cogan county Momaabo0 Tac ..••r *neat.. nRal e Version.9 I I 1 Rsvbtan Oel.:Y,yaleil Kay ForCt6:Ca4 ---- =ui141 vol r.ghirnd.If hocled IRA a s*0014¢04 C7=Oprmr•al but martmonde,ddh 1 coats to support_ Key for 0461 049 11,000 nfl 11.n the,100,,00'r.0r,10 arta thy compsent9 metered al oiumr,O Weighted f0r opironai Technical Requitement R7O bxP5rne3s Vendor's VcruWrs Notes Team rnaponsrbla requitement tum tespento comments doptw.heldlfIg R1 ell Web-based midden Wiwi.shall uaW Microsoft Internet Explorer.No The deprtnent padwnp the*Wang bomb other blower b supported.Curren Cder Production Vernon b ICI I ar RI R WA Iona Increased warty,*ice'may,red Iowa awake Death Edwc supped costa over to Fto dine sallpwo ___............... 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Cmelepriest 2012(61-bil)or eerier Compatibility mode must match the ierson et imposed Miceorion SOL Server. For SQL Stow based sciehons,the use of the default SOL SA amount d Sallwien as a pralablisst The*1000 the SA MAR,dagy functions is also prohibited.The CI R WA SWIM Davaiopiriant lotubon WI adhere lo the least;Misr principle linninalad Hied wins account access CAI*A be permitted Provides enhanced appleabon beastly by removing the issue of being unable to MAW OS R X OnsnaleaslOwelopesenl user mooted names and passwords•that information is compromised it a geogroplas vilermitten systems(GM,i..i ix-idled in(00 selution,lee wham;meet leverage Ow 06011(10001(001 Gra toltacerettew Meer Maki.. ArallS tor graver rtnterprine Advocated rename (Drawly.10(040011111140010,0 011I R WA Devekmment using ther((rot oncpcmte In Me oneerrod amoxechire solution The County St/ves IS hex'. is C1611 I CI1.1 Current wall the Welt teleaspa version. At optional items listed below rnav incur additionnl.1304000,SO,P,IT and maintenance for the application 4111(0 proposed All addition./ costs for implementation and ongoing mainteriarese would be Dorno re. Me depantmantpurchasing the application. Incident Suwon pig 24.7/365 coverage shall be offered Incident MA Ansice A aPerepriate when•departmenfe i n.aponse ow*."weft shall to speoned critical business is run outside of the normal a to 5 Monday to Friday work week(example: evenings,WO&COCki,(1olidays)and the scftware 01 0-10 X systems one proprietary or comp.=enough OM Anis:Mons the BCC Fl department cannot always reeolve the issue without assistance trim the vendor There,however,a premium 000060600*4th the cost or IN,type at vendor newt,which tha department purehasing the software would taw awl software 5050515004Alcrili SUPPOrl ard te render should provide Results in loser supped and I!15141005400 costs Solemn m• Package definrhan flee with silent install without user intemotion,using0-lb WA lot the department that emu the software Oli Werke 'Application. Microsoft SCCM current'ear.. Supported rnstallation pack:maw inderle MP' MSI,Microsoft 1Aftrolows installer(051 cornpatiole : .411seftware applcation vendors am required to notify Coder County when Allows tie department that owns the.0100100110 * new releases become available and when current releases and related03 0-ill X get the Wiest functionally bet the vendor is ,Apoic.tion. systems 050.0 longer supportedaiming alone vAlh patches that keep software I seedily are!compiehbeity ourreaL I Erehered solutions should take advantage of the Ccuntys Active DenokOy 04045(00enhanced Warily by ehmetaMig the environinent and 0400.061000406 Authentication at the application,databaseposaltalty of a disgruntled former employee or icassie and server her,run fully in the user context,and not require elevated 0vendor petting access to a deparbneces 04 .14 WA 8enrice m a All FT perrrisvions or ackninistralive peemissions.Elevated permissions require implosion ohm Uwir network account with be teams actierence io al relevant paeans,such a5 Me elevated Porieoes and P.4.°114 disibiel. 101045100 L411ae 000114000001...... veneer s eon ware Oared In this section will require Vender ftenelred Software for their*PPII0111001 to fen Yes No comments additional dedicated cosi.for superset Dees the application require Hash? X Appliostlani Does te rippeabon require Java? X Applications Does Ite eminence,require&Weight? X Applications Does as l•jerboa -• a •-or PDF sortwae? X „,,,Watkins 87 It t 1 1 6 0 5 mdsabi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Signed Addenda Co PCounty ier Email: BrendaBrilhartTcoikergov net Telephone (239)252-8446 Admirtssiative Sews Cwivoin FAX (239)252-6697 ralaung ADDENDUM#1 Memorandum Date: January 18, 2018 From: Brenda Brilhart,Procurement Strategist To: Interested Parties Subject: RFP 18-7266—CAT Mobile Ticketing, Trip Planning Application &On Board Wi-Fi The following clarifications are issued as an addendum identifying the following changes for the referenced solicitation CHANGE: The due date for this solicitation has been extended until 3:00 PM on February 12, ' 2018. • ,e...--ic... " - A,....,_. ) ZachAscher, Masabi LLC 88 ID) _ 160 5 ma abi 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi 1.0 copCounty t Email VeaanaGi:anmoustas colt ergov net ler Telephone (239)252-8375 . ktvr ie vx,os Dmswui ADDENDUM#2 Memorandum Date: February 1,2018 From: Viviana Giarimouslas, Procurement Strategist To: Interested Parties Subject: RFP 18-7266-CAT Mobile Ticketing,Trip Planning Application&On Board Wi-Fi The Q&A has been extended to February 9,2018.The due date will now be February 16P'at 10:00 AM. This is to accommodate for the additional questions in the Q&A currently. A /1,-.`t_..-c.. Zach Ascher, Masabi LLC 89 5 ..... .. ..._ . .... I 1 6 0 5 masa 1ii 18-7266 CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi 111....." ...______t_..........._„ Co ler C01431-tY Email: VhrlanaGianmouslas@coiliergov net is:,Tilstratrve SfirveAs DVesicri Telephone:(239)252-8375 ,ocuerrknt a'VW03 Addendum 113 Date: February 8.2018 From: Vi lana tiiarimoustas, Procurement strategist To: Interested Bidders Subject: P18-7266 Mobile Ticketing,Trip Planning Application and On-Board Wi-Fi The vendor checklist has been added on the following page. Please sign below and return a copy of this Addendum with your submittal for the above referenced solicitation. ---2.- ,4 4-i-'-':- ..., 1 02116/2018 (Signature j Date Maahi LLC (Name of Firm) 90 0 5 ANNEX 4 PROJECT SCHEDULE (following this page) Agreement#18-7266 43451 Annex 4 - Project Schedule 1605 Task Name Duration Start Finish Predecessors Assigned To Project Planning 9d 03129/19 04/10/19 Justride Configuration Phase(Retail App,Web Portal,Vis Val) 26d 04109/19 05/14/19 Deployment Gate:UAT(Retail App&Vis Val) lid 05/15/19 05/30/19 Wifl and On Board Network Design&Configuration 48d 04/11/19 06/18/19 Bus Validator Installation(Including Wifi,Communication Setup) 87d 04/09/19 08/09/19 Justride AVL Integration 144d 05/22/19 12/16/19 18FS+30d Training for Live Pilot 16d 12/17/19 01/16/20 Training Objectives&Roles 1d 12/17/19 12/17/19 93,100,143 CAT/Masabi Design Training Plan 5d 12/18/19 01/02/20 150 CAT/Masabi Update Training Materials 5d 01/03/20 01/09/20 151 Masabi Training Sessions 5d 01/10/20 01/16/20 CAT/Masabi Introduction to Mobile Ticketing 1d 01/10/20 01/10/20 152 CAT/Masabi Introduction to Web Portal 1d 01/13/20 01/13/20 154 CAT/Masabi Visual Validation of Mobile Tickets 1d 01/10/20 01/10/20 152 CAT/Masabi Hub Training 2d 01/14/20 01/15/20 CAT/Masabi Delivering Customer Service 1d 01/14/20 01/14/20 155 CAT/Masabi Hub Administration and Reporting 1d 01/15/20 01/15/20 158 CAT/Masabi Incident Monitoring and Escalation 1d 01/16/20 01/16/20 159 CAT/Masabi Marketing Mobile Ticketing 1d 01/16/20 01/16/20 159 CAT/Masabi On Board Validation 1d 01/13/20 01/13/20 156 CAT/Masabi Customer Support Planning 12d 12/18/19 01/13/20 Marketing&Launch Plan 21d 11/22/19 01/02/20 Definition of Marketing Objectives and Timeline 1d 11/22/19 11/22/19 93,100FS+110d 1 Marketing Plan Development 10d 11/25/19 12/10/19 168 CAT/Masabi Messaging Platform 5d 11/25/19 12/03/19 168 CAT Brand&Communication 5d 11/25/19 12/03/19 168 CAT Outreach&Adoption 10d 11/25/19 12/10/19 168 CAT Advertising&Digital Media 5d 11/25/19 12/03/19 168 CAT Campaign Development 10d 12/11/19 01/02/20 169 CAT Launch Plan 3d 12/11/19 12/13/19 169 CAT/Masabi Prep for Live Pilot(Sample of%(4-6 vehicles of Fleet Testing with WiFi I Networking) 183d 04/15/19 01/10/20 Set Up Live Payments 20d 04/15/19 05/10/19 16 Masabi PSP/Merchant Set up(External) 10d 04/15/19 04/26/19 48 Masabi Set up live environment 5d 04/29/19 05/03/19 178 Masabi Set up and test live payments 5d 05/06/19 05/10/19 179 Masabi Set Up App Publishing 2d 04/15/19 04/16/19 Masabi Confirm access to Apple Developer account 1 d 04/15/19 04/15/19 44 Masabi Confirm access to Google Play account 1d 04/16/19 04/16/19 45 Masabi Provide App Store Listing Details 1d 12/17/19 12/17/19 45,143 CAT Prepare App Store Listing 1d 12/18/19 12/18/19 93,184 Masabi Review of live readiness(Justride,Marketing,Operations,Finance&Customer Service) td 01/03/20 01/03/20 167,177,185 CAT/Masabi Approve App Store Submittal 1d 01/06/20 01/06/20 186 CAT App Stores Review and Approval Period(i0S&Android) 4d 01/07/20 01/10/20 187 Apple/Google Deployment LIve,Pilot WIN 4=6 Vehictes;{AVL.,Bus Validatots5 Retail App,WP} ' 20d 9 :-,'01Ii3120 .`17 02147120 r'"` 176 Pilot Review 7d 02/03/20 02/11/20 Post Live Adoption Review 5d 02/03/20 02/07/20 189SS+15d CAT/Masabi Post Live User experience Review 2d 02/10/20 02/11/20 191SS+5d CAT/Masabi Post Live Training Review 2d 02/10/20 02/11/20 191 SS+5d CAT/Masabi Testing and Quality Assurance 5d 02/12/20 02/18/20 Justride Product Updates and Testing 5d 02/12/20 02/18/20 190 CAT/Masabi Prep for Full Live Deployment(AVL,Bus Validators,Wifi,Retail App,WP) 8d 02/12/20 02/21/20 App Store Review and Approval Period 00S and Android) 2d 02/19/20 02/20/20 194 Apple/Google Operational Prep 2d 02/19/20 02/20/20 194 CAT Additional Training 3d 02/19/20 02/21/20 194 CAT/Masabi Marketing&Launch Plan 3d 02/12/20 02/14/20 190 CAT/Masabi Deployment Date:Full Live Deployment(AVL Bus Valldators,MIAOW!App,WP} z°r.td' i?OvZ4t2O 1,`.' 02/24/20 .i 196 "The Parties agree the dates will be adjusted according to the notice to proceed. 160 5 ANNEX 5 GRANT DOCUMENTS Federal Transit Administration Grant Certifications and Assurances (following this page) Agreement#18-7266 44 160 5 ANNEX 5 - GRANT DOCUMENTS EXHIBIT B FEDERAL CONTRACT PROVISIONS FEDERAL TRANSIT ADMINISTRATION The supplemental conditions contained in this section are intended to cooperate with, to supplement, and to modify the general conditions and other specifications. In cases of disagreement with any other section of this contract, the Supplemental Conditions shall govern. Contractor means an entity that receives a contract. The services performed by the awarded Contractor shall be in compliance with all applicable grantor regulations/requirements, and additional requirements specified in this document. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. In general, 1) The contractor (including all subcontractors) must insert these contract provisions in each lower tier contracts ( e.g. subcontract); 2) The contractor (or subcontractor) must incorporate the applicable requirements of these contract provisions by reference for work done under any purchase orders, rental agreements and other agreements for supplies or services; 3)The prime contractor is responsible for compliance with these contract provisions by any subcontractor, lower-tier subcontractor or service provider. FCP-1 1605 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS FEDERAL CONTRACT PROVISIONS Box is Checked If Provision Is Applicable Z 1. Fly America Requirements ❑ 2. Buy America Requirements-Sign Certification ❑ 3. Charter Bus and School Bus Requirements ® 4. Cargo Preference Requirements ® 5. Seismic Safety Requirements ® 6. Energy Conservation Requirements ® 7. Clean Air Act and Federal Water Pollution Control Act ❑ 8. Bus Testing-Sign Ce ❑ 9. Pre-Award and Post Delivery Audit Requirements-Sign Certification Z 10. Lobbying- Sign Certification ® 11. Access to Records and Reports ® 12. Federal Changes ❑ 13. Bonding Requirements ❑ 14. Recycled Products O 15. Prevailing Wage(Davis-Bacon Act) and Anti-Kickback --«rmination O 16. Contract Work Hours and Safety Standards Act ® 17. No Government Obligation to Third Parties Z 18. Program Fraud and False or Fraudulent Statements and Related Acts ® 19. Termination ® 20. Debarment and Suspension-Sign Certification ® 21. Privacy Act ® 22. Civil Rights Requirements ® 23. Violation and Breach of Contract ® 24. Patent and Rights in Data O 25. Transit Employee Protective Arrangements ® 26. Disadvantaged Business Enterprises(DBE)-Complete (2) Form, Anticipated DBE Form. Bidders List ® 27. Incorporation of Federal Transit Administration (FTA)Terms ❑ 28. Drug and Alcohol Testing ❑ 29. ADA Access ® 30. ITS Standards O 31. Dept of Labor EEO Provision ❑ 32. Safe Operation of Motor Vehicles ❑ 33. Additional Employee Protections (Construction Projects) ® 34. State Grant Provisions FCP-2 160 5 EXHIBIT B FEDERAL CONTRACT PROVISIONS 1. FLY AMERICA REQUIREMENTS (Applies to subcontracts) The Contractor agrees to comply with the following: a) Definitions. As used in this clause-- • "International air transportation" means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. • "United States" means the 50 States, the District of Columbia, and outlying areas. • "U.S.-flag air carrier" means an air carrier holding a certificate under 49 U.S.C. Chapter 411. b) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, recipients, and others use U.S.-flag air carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services. c) If available, the Contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel (and their personal effects) or property. d) In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for international air transportation, the Contractor shall include a statement on vouchers involving such transportation essentially as follows: Statement of Unavailability of U.S.-Flag Air Carriers International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it was necessary to use foreign-flag air carrier service for the following reasons. See FAR §47.403. [State reasons]: e) The Contractor shall include the substance of this clause, including this paragraph (e), in each subcontract or purchase under this contract that may involve international air transportation. \ 2. BUY AMERICA REQUIREMENT(Applies to subcontracts) The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and includes microprocessors, computers, microcomputers, or software, or other such devices, which are used solely for the purpose of processing or storing data. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (Attachments) with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. 3. CHARTER AND SCHOOL BUS REQUIREMENTS Charter Service Operations The contractor agrees to comply with 49 U.S.C. 5323(d), 5323(r) and 49 C.F.R Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except as permitted under: 1. Federal transit laws, specifically 49 U.S.C. § 5323(d); FCP-3 e 16D5 EXHIBIT B FEDERAL CONTRACT PROVISIONS 2. FTA regulations, "Charter Service,"49 C.F.R. part 604; 3. Any other federal Charter Service regulations; or 4. Federal guidance, except as FTA determines otherwise in writing. The contractor agrees that if it engages in a pattern of violations of FTA's Charter Service regulations, FTA may require corrective measures or impose remedies on it. These corrective measures and remedies may include: 1. Barring it or any subcontractor operating public transportation under its Award that has provided prohibited charter service from receiving federal assistance from FTA; 2. Withholding an amount of federal assistance as provided by Appendix D to part 604 of FTA's Charter Service regulations; or 3. Any other appropriate remedy that may apply. The contractor should also include the substance of this clause in each subcontract that may involve operating public transit services. School Bus Operations The contractor agrees to comply with 49 U.S.C. 5323(f), and 49 C.F.R. part 604, and not engage in school bus operations using federally funded equipment or facilities in competition with private operators of school buses, except as permitted under: 1. Federal transit laws, specifically 49 U.S.C. § 5323(f); 2. FTA regulations, "School Bus Operations,"49 C.F.R. part 605; 3. Any other Federal School Bus regulations; or 4. Federal guidance, except as FTA determines otherwise in writing. If Contractor violates this School Bus Agreement, FTA may: 1. Bar the Contractor from receiving Federal assistance for public transportation; or 2. Require the contractor to take such remedial measures as FTA considers appropriate. When operating exclusive school bus service under an allowable exemption, the contractor may not use federally funded equipment, vehicles, or facilities. The Contractor should include the substance of this clause in each subcontract or purchase under this contract that may operate public transportation services. 4. CARGO PREFERENCE REQUIREMENTS (Applies to subcontracts) Use of United States-Flag Vessels -The contractor agrees: a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; b. to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill-of-lading.); and c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 5. SEISMIC SAFETY REQUIREMENTS (Applies to subcontractors) FCP-4 60 5 EXHIBIT B FEDERAL CONTRACT PROVISIONS The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 6. ENERGY CONSERVATION REQUIREMENTS (Applies to subcontracts at every tier) (Applies to subcontracts at every tier) The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 7. CLEAN AIR AND FEDERAL WATER POLLUTION CONTROL ACTS (Applies to subcontracts OVER$150,000 at every tier) The Contractor agrees: 1) It will not use any violating facilities; 2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA"List of Violating Facilities;" 3) It will report violations of use of prohibited facilities to FTA; and 4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§7401 —7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). 5) The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA. 8. BUS TESTING The Contractor [Manufacturer] agrees to comply with the Bus Testing requirements under 49 U.S.C. 5318(e) and FTA's implementing regulation at 49 C.F.R. part 665 to ensure that the requisite testing is performed for all new bus models or any bus model with a major change in configuration or components, and that the bus model has achieved a passing score. Upon completion of the testing, the contractor shall obtain a copy of the bus testing reports from the operator of the testing facility and make that report(s) publicly available prior to final acceptance of the first vehicle by the recipient. 9. PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS The Contractor agrees to comply with 49 U.S.C. § 5323(m) and FTA's implementing regulation at 49 C.F.R. part 663. The Contractor shall comply with the Buy America certification(s) submitted with its proposal/bid. The Contractor agrees to participate and cooperate in any pre-award and post-delivery audits performed pursuant to 49 C.F.R. part 663 and related FTA guidance. 10. LOBBYING Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. 11. ACCESS TO RECORDS AND REPORTS (Applies to Subcontracts at every tier) a. Record Retention. The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not FCP-5 • 1605 EXHIBIT B FEDERAL CONTRACT PROVISIONS limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third party agreements of any type, and supporting materials related to those records. b. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. c. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required. d. Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract as reasonably may be required. 12. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 13. BONDING REQUIREMENTS (Applies to Subcontracts at every tier) Bid Security A Bid Bond must be issued by a fully qualified surety company acceptable to the COUNTY and listed as a company currently authorized under 31 CFR, Part 223 as possessing a Certificate of Authority as described thereunder. Rights Reserved In submitting this Bid, it is understood and agreed by bidder that the right is reserved by the COUNTY to reject any and all bids, or part of any bid, and it is agreed that the Bid may not be withdrawn for a period of[ninety (90)] days subsequent to the opening of bids, without the written consent of the COUNTY. It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within [ninety (90)] days after the bid opening without the written consent of the COUNTY, shall refuse or be unable to enter into this Contract, as provided above, or refuse or be unable to furnish adequate and acceptable Performance Bonds and Labor and Material Payments Bonds, as provided above, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, he shall forfeit his bid security to the extent of 'COUNTY's damages occasioned by such withdrawal, or refusal, or inability to enter into an agreement, or provide adequate security therefore. It is further understood and agreed that to the extent the defaulting bidder's Bid Bond, Certified Check, Cashier's Check, Treasurer's Check, and/or Official Bank Check (excluding any income generated thereby which has been retained by the COUNTY as provided in [Item x "Bid Security" of the Instructions to Bidders]) shall prove inadequate to fully recompense the COUNTY for the damages occasioned by default, then the undersigned bidder agrees to indemnify the COUNTY and pay over to the COUNTY the difference between the bid security and (Recipient's)total damages, so as to make the COUNTY whole. The undersigned understands that any material alteration of any of the above or any of the material contained on this form, other than that requested will render the bid unresponsive. Performance and Payment Bonding Requirements (Construction) A contractor or vendor shall provide a surety bond from a surety company to guarantee full and faithful performance of a contract obligation and the payment of labor and material expended pursuant to a contract whenever, and in such amounts, as required by statute or otherwise as deemed necessary by the Purchasing Director. An irrevocable letter of credit from a financial institution operating within the FCP-6 160 EXHIBIT B FEDERAL CONTRACT PROVISIONS State of Florida (or other alternative forms of surety as permitted under Florida law) may be sufficient in place of the performance bond if so provided for in the bid and contract documents. All such bonds or letters of credit shall be approved as to form by the County Attorney. A. Contractor shall provide Performance and Payment Bonds in the amount of 100% of the Contract Amount, the costs of which are to be paid by Contractor. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however, the surety shall meet the requirements of the Department of the Treasury Fiscal Service, "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsurance Companies" circular. This circular may be accessed via the web at www.fms.treas.gov/c570/c570.html#certified. Should the Contract Amount be less than $500,000, the requirements of Section 287.0935, F.S. shall govern the rating and classification of the surety. B. If the surety for any bond furnished by Contractor is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the Contractor shall, within five (5) calendar days thereafter, substitute at its cost and expense another bond and surety, both of which shall be subject to the Owner's approval. Advance Payment Bonding Requirements The Contractor may be required to obtain an advance payment bond if the contract contains an advance payment provision and a performance bond is not furnished. The COUNTY shall determine the amount of the advance payment bond necessary to protect the COUNTY. Patent Infringement Bonding Requirements (Patent Indemnity) The Contractor may be required to obtain a patent indemnity bond if a performance bond is not furnished and the financial responsibility of the Contractor is unknown or doubtful. The COUNTY shall determine the amount of the patent indemnity to protect the COUNTY. Warranty of the Work and Maintenance Bonds 1. The Contractor warrants to the COUNTY, the Architect and/or Engineer that all materials and equipment furnished under this Contract will be of highest quality and new unless otherwise specified by the COUNTY, free from faults and defects and in conformance with the Contract Documents. All work not so conforming to these standards shall be considered defective. If required by the COUNTY Project Manager, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 2. The Work furnished must be of first quality and the workmanship must be the best obtainable in the various trades. The Work must be of safe, substantial and durable construction in all respects. The Contractor hereby guarantees the Work against defective materials or faulty workmanship for a minimum period of one (1) year after Final Payment by the COUNTY and shall replace or repair any defective materials or equipment or faulty workmanship during the period of the guarantee at no cost to the COUNTY. As additional security for these guarantees, the Contractor shall, prior to the release of Final Payment [as provided in Item X below], furnish separate Maintenance (or Guarantee) Bonds in form acceptable to the COUNTY written by the same corporate surety that provides the Performance Bond and Labor and Material Payment Bond for this Contract. These bonds shall secure the Contractor's obligation to replace or repair defective materials and faulty workmanship for a minimum period of one (1) year after Final Payment and shall be written in an amount equal to ONE HUNDRED PERCENT (100%) of the CONTRACT SUM, as adjusted (if at all). 14. RECYCLED PRODUCTS (Applies to subcontracts at every tier for purchases $10,000 or more of one of these items in a fiscal year, or when the cost of such items purchased during the previous fiscal year was $10,000.) FCP-7 ® `r 6 0 EXHIBIT B FEDERAL CONTRACT PROVISIONS Recovered Materials The Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), "Comprehensive Procurement Guideline for Products Containing Recovered Materials,"40 C.F.R. part 247. 15. PREVAILING WAGE AND ANTI-KICKBACK (Applies to subcontracts at every tier) The Contractor will comply with the Davis-Bacon Act, 40 U.S.C. §§3141-3144, and 3146-3148 as supplemented by DOL regulations at 29 C.F.R. part 5, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction." In accordance with the statute, the Contractor shall pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, the Contractor agrees to pay wages not less than once a week. The Contractor shall also comply with the Copeland"Anti- Kickback"Act(40 U.S.C. § 3145), as supplemented by DOL regulations at 29 C.F.R. part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States." The Contractor is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. (1) Minimum wages -(i)All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account(except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act(29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination; and (2)The classification is utilized in the area by the construction industry; and FCP-8 160 EXHIBIT B FEDERAL CONTRACT PROVISIONS (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination; and (4) With respect to helpers as defined in 29 CFR 5.2(n)(4), such a classification prevails in the area in which the work is performed. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (v)(A) The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefor only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2)The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the FCP-9 160 5 EXHIBIT B FEDERAL CONTRACT PROVISIONS amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(v) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (2) Withholding — Collier County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the Collier County may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records - (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to Collier County for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under FCP-10 CAO 1605 EXHIBIT B FEDERAL CONTRACT PROVISIONS section 5.5(a)(3)(i) of Regulations, 29 CFR part 5. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5 and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees - (i) Apprentices - Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is FCP-11 1 6 0 5 EXHIBIT B FEDERAL CONTRACT PROVISIONS registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees - Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity - The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5) Compliance with Copeland Act requirements - The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts -The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination: debarment -A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8)Compliance with Davis-Bacon and Related Act requirements-All rulings and interpretations of the FCP-12 CAO � . , 1605 EXHIBIT B FEDERAL CONTRACT PROVISIONS Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards - Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility - (i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii)The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. THE FOLLOWING DOCUMENTS ARE INSERTED IF THE FEDERAL DAVIS BACON ACT IS APPLICABLE DELETE ENTIRE REFERENCE AND INSTRUCTION FOR THE DOL WAGE DETERMINATION OR ADD DOL WAGE DETERMINE BY STARTING NEW PAGE WITH THE HEAD BELOW DOL WAGE DETERMINATION DAVIS BACON GENERAL WAGE DECISION NOT APPLICABLE 16. CONTRACT WORK HOURS AND SAFETY STANDARDS (Applies to subcontracts at every tier) For all contracts in excess of $100,000 that involve the employment of mechanics or laborers, the Contractor shall comply with the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 3701- 3708), as supplemented by the DOL regulations at 29 C.F.R. part 5. Under 40 U.S.C. § 3702 of the Act, the Contractor shall compute the wages of every mechanic and laborer, including watchmen and guards, on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or to contracts for transportation or transmission of intelligence. In the event of any violation of the clause set forth herein, the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, the Contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of this clause in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by this clause. } FCP-13 (1: 16 .0 5 EXHIBIT B FEDERAL CONTRACT PROVISIONS The FTA shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in this section. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this agreement. Contract Work Hours and Safety Standards for Awards Not Involving Construction The Contractor shall comply with all federal laws, regulations, and requirements providing wage and hour protections for non-construction employees, in accordance with 40 U.S.C. § 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. part 5. The Contractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three (3) years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Such records maintained under this paragraph shall be made available by the Contractor for inspection, copying, or transcription by authorized representatives of the FTA and the Department of Labor, and the Contractor will permit such representatives to interview employees during working hours on the job. The contractor shall require the inclusion of the language of this clause within subcontracts of all tiers. 17. NO GOVERNMENT OBLIGATION TO THIRD PARTIES (Applies to subcontracts at every tier) (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Recipient, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 18. PROGRAM FRAUD OR FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS (Applies to subcontracts at every tier) (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et §tg. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the FCP-14 160 5 EXHIBIT B FEDERAL CONTRACT PROVISIONS penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. chapter 53, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 19. TERMINATION (Applies to subcontracts at every tier in excess of$10,000) a. Termination for Convenience (General Provision) The COUNTY may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the COUNTY's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the COUNTY to be paid the Contractor. If the Contractor has any property in its possession belonging to the COUNTY, the Contractor will account for the same, and dispose of it in the manner the COUNTY directs. b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the COUNTY may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the COUNTY that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the COUNTY, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) The COUNTY in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to COUNTY's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from COUNTY setting forth the nature of said breach or default, COUNTY shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude COUNTY from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that COUNTY elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by COUNTY shall not limit the COUNTY's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts) The COUNTY, by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If FCP-15 1 6 .0 5 EXHIBIT B FEDERAL CONTRACT PROVISIONS this contract is terminated, the COUNTY shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. f. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the COUNTY may terminate this contract for default. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the COUNTY. g. Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the COUNTY may terminate this contract for default. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of COUNTY goods, the Contractor shall, upon direction of the COUNTY, protect and preserve the goods until surrendered to the COUNTY or its agent. The Contractor and COUNTY shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the COUNTY. h. Termination for Default(Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the COUNTY may terminate this contract for default. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the COUNTY may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the COUNTY resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the COUNTY in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- 1. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the COUNTY, acts of another Contractor in the performance of a contract with the COUNTY, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. The contractor, within [10] days from the beginning of any delay, notifies the COUNTY in writing of the causes of delay. If in the judgment of the COUNTY, the delay is excusable, the time for completing the work shall be extended. The judgment of the COUNTY shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. FCP-16 160 5 EXHIBIT B FEDERAL CONTRACT PROVISIONS If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the COUNTY. i. Termination for Convenience or Default (Architect and Engineering) The COUNTY may terminate this contract in whole or in part, for the COUNTY's convenience or because of the failure of the Contractor to fulfill the contract obligations. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the COUNTY, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the COUNTY may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the COUNTY. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the COUNTY. j. Termination for Convenience of Default (Cost-Type Contracts) The COUNTY may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the COUNTY or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the COUNTY, or property supplied to the Contractor by the COUNTY. If the termination is for default, the COUNTY may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the COUNTY and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the COUNTY, the Contractor shall be paid its contract close- out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the COUNTY determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the COUNTY, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 20. DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION (Applies to subcontracts) The Contractor shall comply and facilitate compliance with U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) "Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit(irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be: FCP-17 1605 EXHIBIT B FEDERAL CONTRACT PROVISIONS a) Debarred from participation in any federally assisted Award; b) Suspended from participation in any federally assisted Award; c) Proposed for debarment from participation in any federally assisted Award; d) Declared ineligible to participate in any federally assisted Award; e)Voluntarily excluded from participation in any federally assisted Award; or f) Disqualified from participation in ay federally assisted Award. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the AGENCY. If it is later determined by the AGENCY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 21. PRIVACY ACT The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. (2) The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. 22. CIVIL RIGHTS AND EQUAL OPPORTUNITY(Applies to subcontracts at every tier) The following requirements apply to the underlying contract: The COUNTY is an Equal Opportunity Employer. As such, the COUNTY agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the COUNTY agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Agreement, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof. 1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, gender identity or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2. Race, Color, Religion, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. §2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment FCP-18 1605 EXHIBIT B FEDERAL CONTRACT PROVISIONS Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3. Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age Discrimination in Employment Act," 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance," 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 23. BREACHES AND DISPUTE RESOLUTION (Applies to subcontracts at every tier over$150,000) Disputes - 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 the vendor with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER 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 the vendor with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'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. Stats. 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. 24. PATENT AND RIGHTS IN DATA (Applies to subcontracts at every tier) Intellectual Property Rights This Project is funded through a Federal award with FTA for experimental, developmental, or research work purposes. As such, certain Patent Rights and Data Rights apply to all subject data first produced in the performance of this Contract. The Contractor shall grant the COUNTY intellectual property access and licenses deemed necessary for the work performed under this Agreement and in accordance with the requirements of 37 C.F.R. part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by FTA or U.S. DOT. The terms of an intellectual property agreement and software license rights will be finalized prior to execution of this Agreement and shall, at a minimum, include the following restrictions: Except for its own internal use, the Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Contractor authorize others to do so, without the written consent of FTA, until such time as FTA may have either released or FCP-19 1D) 1 1605 EXHIBIT B FEDERAL CONTRACT PROVISIONS approved the release of such data to the public. This restriction on publication, however, does not apply to any contract with an academic institution. For purposes of this agreement, the term "subject data" means recorded information whether or not copyrighted, and that is delivered or specified to be delivered as required by the Contract. Examples of"subject data" include, but are not limited to computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information, but do not include financial reports, cost analyses, or other similar information used for performance or administration of the Contract. 1. The Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use for"Federal Government Purposes," any subject data or copyright described below. For "Federal Government Purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party. a. Any subject data developed under the Contract, whether or not a copyright has been obtained; and b. Any rights of copyright purchased by the Contractor using Federal assistance in whole or in part by the FTA. 2. Unless FTA determines otherwise, the Contractor performing experimental, developmental, or research work required as part of this Contract agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of the Contract, or a copy of the subject data first produced under the Contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of this Contract, is not completed for any reason whatsoever, all data developed under the Contract shall become subject data as defined herein and shall be delivered as the Federal Government may direct. 3. Unless prohibited by state law, upon request by the Federal Government, the Contractor agrees to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. The Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. 4. Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. 5. Data developed by the Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying Contract is exempt from the requirements herein, provided that the Contractor identifies those data in writing at the time of delivery of the Contract work. 6. The Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance. 25. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS (Applies to subcontracts at every tier) The Contractor agrees to comply with the following protective arrangement of 49 U.S.C. § 5333(b): 1. U.S. DOL Certification. Under this Contract or any Amendments thereto that involve public transportation operations that are supported with federal assistance, a certification issued by U.S. DOL is a condition of the Contract. 2. Special Warranty. When the Contract involves public transportation operations and is supported with federal assistance appropriated or made available for 49 U.S.C. § 5311, U.S. DOL will provide a Special FCP-20 C 1605 EXHIBIT B FEDERAL CONTRACT PROVISIONS Warranty for its Award, including its Award of federal assistance under the Tribal Transit Program. The U.S. DOL Special Warranty is a condition of the Contract. 3. Special Arrangements. The conditions of 49 U.S.C. § 5333(b) do not apply to Contractors providing public transportation operations pursuant to 49 U.S.C. § 5310. FTA reserves the right to make case-by- case determinations of the applicability of 49 U.S.C. § 5333(b)for all transfers of funding authorized under title 23, United States Code(flex funds), and make other exceptions as it deems appropriate, and, in those instances, any special arrangements required by FTA will be incorporated herein as required. 26. DISADVANTAGED BUSINESS ENTERPRISE (Applies to Subcontracts at every tier) It is the policy of the Collier County Board of County Commissioners (BCC)to ensure that Disadvantaged Business Enterprises (DBE)s are defined in part 26, have an equal opportunity to receive and participate in Department of Transportation (DOT)—assisted contracts. It is also our policy: 1. To ensure nondiscrimination in the award and administration of DOT—assisted contracts; 2. To create a level playing field on which DBEs can compete fairly for DOT-assisted contracts; 3. To ensure that the DBE Program is narrowly tailored in accordance with applicable law; 4. To ensure that only firms that fully meet 49 CFR Part 26 eligibility standards are permitted to participate as DBEs; 5. To help remove barriers to the participation of DBEs in DOT assisted contracts; 6. To assist the development of firms that can compete successfully in the market place outside the DBE Program. This Contract is subject to 49 C.F.R. part 26. Therefore, the Contractor must satisfy the requirements for DBE participation as set forth herein. These requirements are in addition to all other equal opportunity employment requirements of this Contract. Contract Assurance The Contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, gender identity or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 C.F.R. part 26 in the award and administration of DOT-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as the COUNTY deems appropriate. DBE Participation For the purpose of this Contract, the COUNTY will accept only DBE's who are: 1. Certified by the Florida Unified Certification Program; or 2. An out-of-state firm who has been certified by either a local government, state government or Federal government entity authorized to certify DBE status or an agency whose DBE certification process has received FTA approval; or 3. Certified by another agency approved by the COUNTY. DBE Participation Goal Collier Area Transit's goal for DBE participation is 1.6%. A separate contract goal has not been established for this procurement. Proposed Submission Each Bidder/Offeror, as part of its submission, shall complete an Anticipated DBE Statement that indicates the percentage and dollar value of the total bid/contract amount to be supplied by Disadvantaged Business Enterprises with whom the Bidder/Offeror intends to contract with for the performance of portions of the work under the Contract. Each Bidder/Offer shall also submit a Bid Opportunity List Prompt Payment The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from the BCC. FCP-21 C 1605 EXHIBIT B FEDERAL CONTRACT PROVISIONS Retainage If retainage from DBE subcontractors is allowed per the contract, the prime contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractors work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the COUNTY. Monitoring and Enforcement The COUNTY shall monitor the Contractor's DBE compliance during the life of the Contract. It will be the responsibility of the Contractor to submit Subcontractor Payment Reports to the COUNTY with each pay application that summarize the total DBE value of the Contract if DBE participation occurs. These reports shall provide the following details: • DBE utilization established for the Contract; • Total value of expenditures with DBE firms for the period; •The value of expenditures with each DBE firm for the period by race and gender; • Total value of expenditures with DBE firms from inception of the Contract; and • The value of expenditures with each DBE firm from the inception of the Contract by race and gender. The Contractor shall not terminate DBE subcontractor(s) without the COUNTY's prior written consent. The COUNTY may provide such written consent only if the Contractor has good cause to terminate the DBE firm. Before transmitting a request to terminate, the Contractor shall give notice in writing to the DBE subcontractor of its intent to terminate and the reason for the request. The Contractor shall give the DBE five days to respond to the notice and advise of the reasons why it objects to the proposed termination. When a DBE subcontractor is terminated or fails to complete its work on the Contract for any reason, the Contractor shall make good faith efforts to find another DBE subcontractor to substitute for the original DBE and immediately notify the COUNTY in writing of its efforts to replace the original DBE. These good faith efforts shall be directed at finding another DBE to perform at least the same amount of work under the Contract as the DBE that was terminated, to the extent needed to meet the Contract goal established for this procurement. Failure to comply with these requirements will be in accordance with the Sanctions for Violations section below. Record keeping The prime contractor must maintain records and documents of payments to DBEs for three years following the performance of the contract. The records will be made available for inspection upon request by any authorized representative of the COUNTY or DOT. This reporting requirement also extends to any certified DBE subcontractor. DBE Program and Directory Information The combined statewide directory, identifying all firms eligible to participate as a certified DBE, may be located at the Florida Department of Transportation website. http://www3b.dot.state.fl.us/EqualOpportunityOfficeBusinessDirectory/CustomSearch.aspx Additional information on Collier Area Transit's DBE Program can be found at CAT's website http://www.colliergov.net/your-government/divisions-f-r/public-transit-neighborhood-enhancement/our- services-/collier-area-transit-cat/dbe 27. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA)TERMS (Applies to subcontracts) The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a FCP-22 111: 16135 EXHIBIT B FEDERAL CONTRACT PROVISIONS conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any COUNTY requests which would cause the COUNTY to be in violation of the FTA terms and conditions. 28. SUBSTANCE ABUSE REQUIREMENTS Drug and Alcohol Testing The contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the Florida Department of Transportation, or the COUNTY, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 655 and review the testing process. The contractor agrees further to certify and submit annually its compliance with Parts 655, Florida Statute 341.061, and Rule 14-90 Florida Administrative Code before January 20`h to the Public Transit & Neighborhood Enhancement Division Director. To certify compliance the contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register. The certification will also include compliance with its adopted System Safety and Security Program Plan pursuant to Florida Rule Chapter 14-90. 29. ADA ACCESS Access for Individuals with Disabilities. The Recipient agrees to comply with 49 U.S.C. § 5301(d), which states the Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use public transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities. The Recipient also agrees to comply with all applicable provisions of section 504 of the Rehabilitation Act of 1973, as amended, with 29 U.S.C. § 794, which prohibits discrimination on the basis of disability; with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities; and with the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §§ 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities, and any subsequent amendments to these laws or other laws pertaining to access for individuals with disabilities to the extent applicable. 30. ITS STANDARDS Section 5206(e) of the Transportation Equity Act for the 21st Century, Public Law 105-178, 112 Stat. 547, pertaining to conformance with the National Intelligent Transportation Systems Architecture and Standards. All ITS projects funded with Mass Transit Funds from the Highway Trust Funds shall use applicable ITS standards and interoperability tests that have been officially adopted through rulemaking by the United States Department of Transportation (US DOT). 31. DEPT OF LABOR EEO CONDITIONS The contractor shall comply, with: (a) U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and (b) Executive Order 11246, "Equal Employment Opportunity," as amended by Executive Order 11375, "Amending Executive Order 11246, Relating to Equal Employment Opportunity,"42 U.S.C. §2000e note. These goals are applicable to all of the contractor's construction work (whether or not it is Federal or federally-assisted) performed in the covered area. Goals for minority participation for each trade: 17.1% Goals for female participation in each trade: 6.9% 32. SAFE OPERATION OF MOTOR VEHICLES (Applied to Subcontracts at every tier) Seat Belt Use FCP-23 1605 EXHIBIT B FEDERAL CONTRACT PROVISIONS The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles. The terms "company-owned" and "company-leased" refer to vehicles owned or leased either by the Contractor or AGENCY. Distracted Driving The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this agreement. 33. ADDITIONAL EMPLOYEE PROTECTIONS ON CONSTRUCTION PROJECTS The Contractor shall comply with U.S. DOL regulations, "Recording and Reporting Occupational Injuries and Illnesses," 29 C.F.R. part 1904; "Occupational Safety and Health Standards,"29 C.F.R. part 1910. 34. STATE GRANT PROVISIONS Equal Employment Opportunity: The Contractor shall not discriminate against any employee or applicant for employment because of race, age, creed, color, sex or national origin. The Agency will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be limited to, the following: Employment upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractors must insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. Interest of Members of Congress: No member of or delegate to the Congress of the United States shall be admitted to any share or part of this contract or to any benefit arising there from. Interest of Public Officials: No member, officer, or employee of the public body or of a local public body during his tenure or for two years thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof. For purposes of this provision, public body shall include municipalities and other political subdivisions of States; and public corporations, boards, and commissions established under the laws of any State. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or a state agency. Restrictions, Prohibits, Controls, and Labor Provisions: During the performance of this contract, the following provisions are to be included in each subcontract entered into pursuant to this contract: a) A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. b) In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be FCP-24 1605 EXHIBIT B FEDERAL CONTRACT PROVISIONS awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity. c) An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied or have further been determined by the Department to be a non-responsible contractor may not submit a bid or perform work for the construction or repair of a public building or public work on a contract with the County. d) Neither the County nor any of its contractors or their subcontractors shall enter into any contract, subcontract or arrangement in connection with the Project or any property included or planned to be included in the Project in which any member, officer or employee of the County or the locality during tenure or for two (2) years thereafter has any interest, direct or indirect. If any such present or former member, officer or employee involuntarily acquires or had acquired prior to the beginning of tenure any such interest, and if such interest is immediately disclosed to the County, the County, with prior approval of the Florida Department of Transportation, may waive the prohibition contained in this paragraph provided that any such present member, officer or employee shall not participate in any action by the Agency or the locality relating to such contract, subcontract or arrangement. The County shall insert in all contracts entered into in connection with the Project or any property included or planned to be included in any Project, and shall require its contractors to insert in each of their subcontracts, the following provision: "No member, officer or employee of the Agency or of the locality during his tenure or for 2 years thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof." Inspector General Cooperation. The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records, data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. FCP-25 160 5 EXHIBIT C GRANT CERTIFICATIONS AND ASSURANCES GRANT CERTIFICATIONS AND ASSURANCES THE FOLLOWING DOCUMENTS NEED TO BE RETURNED WITH SOLICIATION DOCUMENTS BY DEADLINE TO BE CONSIDERED RESPONSIVE 1. Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions 2. Certification regarding Lobbying 3. Conflict of Interest 4. Anticipated DBE, M/WBE or VETERAN Participation Statement 5. Bid Opportunity for Professional Consultant Services, and Commodities & Contractual Services 6. Acknowledgement of Grant Terms and Conditions GCA- 1 • 160 5 EXHIBIT C GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Debarment, Suspension, and Other Responsibility Matters Primary Covered Transactions (1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (I)(b) of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local)terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Zach Ascher CAT Mobile Ticketing,Trip Planning Application and On Board Wi-fi Name Project Name Business Development NA 18-7266 Title Project Number Masabi LLC 99-0385078 Firm Tax ID Number 07-939-3691 DUNS Number 404 5th Ave. Suite 6024, New York, NY, 10018 Street Address, City, State, Zip Signature Adler GCA-2 ,c-A0 160 5 EXHIBIT C GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Lobbying The undersigned Masabi LLC (Vendor/ Contractor) certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104- 65, to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Vendor/Contractor, Masabi LLC , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Zach Ascher Name of Authorized Official Business Development NA Title Fa;ktirie Adger Signature of Vendor/Contractor's Authorized Official 2/1 6/1 8 Date GCA-3 1605 EXHIBIT C GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Conflict of Interest Certification 18-7266 Collier County Solicitation No. I, Zach Ascher , hereby certify that to the best of my knowledge, neither nor my spouse, dependent child, general partner, or any organization for which I am serving as an officer, director, trustee, general partner or employee, or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. I further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household. Also, to the best of my knowledge, no member of my household; no relative with whom I have a close relationship; no one with whom my spouse, parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year are parties or represent a party to the matter. I also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter, and to disclose any interest I, or anyone noted above, has in any person or organization that does become involved in, or is affected at a later date by, the conduct of this matter. Zach Ascher � 4 ignatur deir Name e Business Development NA 2/16/18 Position Date Privacy Act Statement Title I of the Ethics in Government Act of 1978 (5 U.S.C. App.), Executive Order 12674 and 5 CFR Part 2634, Subpart I require the reporting of this information. The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations. Additional disclosures of the information on this report may be made: (1) to a federal, state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations; (2)to a court or party in a court or federal administrative proceeding if the government is a party or in order to comply with a judge-issued subpoena; (3)to a source when necessary to obtain information relevant to a conflict of interest investigation or decision; (4) to the National Archives and Records Administration or the General Services Administration in records management inspections; (5)to the Office of Management and Budget during legislative coordination on private relief legislation; and (6) in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding, if the information is relevant to the subject matter. This confidential certification will not be disclosed to any requesting person unless authorized by law. See also the OGE/GOVT-2 executive branch-wide Privacy Act system of records. GCA-4 0 160 5 Collier County Solicitation 18-7266 EXHIBIT C GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be akerifien. umenfable statuses will require the PR ME so either proWde a revised statement or provide source documentation that vaidates a stasus A. PRIME VENDOR/CONTRACTOR INFORMATION PRIME NAME PP It..E FE D NUMBER CONTRACT DOLLAR AMOUNT Masabi LLC 99-0385078 IS THE PRIME A FLORIDA-CERTIFIED DiSADVANTAGED, VETERAN LS THE ACTIVITY OF THIS CONTRACT. MINORITY OR WOMEN BUSINESS ENTERPRISE, DBE? V CONSTRUCTION? Def/MBE,WBE)OR HAVE A SMALL DISADVANTAGED 0 BUSINESS SA CERTIFICATON FROM THE SMALL BUSINESS MBE Y CONSULTATON? ADMINISTRATION", A SERVICE DISABLED VETERA.N WBE? Y IJ OTHER? 0 SOB EiA? Y IS TH S Sl...BMISEPON A REVISION V F YES,R.EV'SION NUMBER B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION DBE M/VVBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VETERAN NAME SPECIALTY (See Below) DOLLAR AMOUNT DOLLARS TOTALS C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE TITLE OF SUBMITTER Zach Ascher 2/15/18 Manager of Business Development EMAIL ADDRESS Of PRIME[SUBMITTER) TELEPHONE NUMBER FAX NUMBER 404 5th Ave. Suite 6024 646-844-4098 N/A NOTE: This information is used to track and report anticipated DBE or MBE participation in federally-funded contracts. The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms, This form must be submitted at time of response to a Solicitation rf and when awarded a County contract,the prime will be asked to update the information for the gram comptance files. tt$Mizzif;Licf-k-AY cco Black American BA Hispanic American HA Native American NA Subcont.Asian American SAA Asian-Pacific American APA Non-MinoriTy Women Na.Tyv Other:not of any other group listed D. SECTION TO BE COMPLETED BY COLLIER COUNTY DEPAWEN-NAME CONTPLCT FE FP or PCl/PEO GRANT PP OG RAM/CONTRACT ACCEPTED BY DATE GCA- 5 12/20/2017 8-18 AM p. 109 6 El 5 Collier County olicitation 18-7266 EXHIBIT C GRANT CERTIFICATIONS AND ASSURANCES BID OPPORTUNITY LIST FOR PROFESSIONAL CONSULTANT SERVICES. AND COMMODITIES & CONTRACTUAL SERVICES Pnme Contractor/Prime Consultant: Masabi LLC Address/phone Number 404 5th Ave. NY, NY 10018 Procurement Number/Advertisement Number: 18-7266 49 CFR Part 26 11 The list is intended to be a listing of all firms that are participating,or attempting to participate,on DOT-assisted contracts The list must include all firms that bid on pnme contracts,or bid Of quote subcontracts and supplies materials on DOT-assisted protects, including both DBEs and non-DBEs For consulting companies this list must include all subconsuitants contacting you and expressing an interest in teaming with you on a specific DOT-assisted protect Prime contractors and consultants must provide information for Numbers 1, 2.3 and 4,and should provide any information they have available on Numbers 5,6, 7,and 8 for themselves,and their subcontractors and subconsultants 1 Federal Tax ID Number. 99-0385078 6 0 DBE 8. Annual Gross Receipts 2 Fimi Name: Masabi LLC Non-DBE 171 Less than Si million 3. Phone. 64.5,844.40M 6?)Between 51-$5 million 4 Address. 104 554v0 NY,N'Y 10018 0 Between$5-$10 minion 7. 0 Subcontractor Between$10-515 million Subconsultant More than$15 million 5 Year Firm Established: 2012 I. Federal Tax ID Number 25-1831158 6. DBE 8. Annual Gross Receipts 2. Firm Nan*: Avail Technologies Inc RI Non-DBE 0 Less than$1 million 3. Phone (814)234-3394 Between$1-85 million 4. Address: 1960 OLD GATESBURG ROAD Between$5-$10 million SUITE 200 7, DSubcontractor Between$10-$15 STATE COLLEGE,PA 16803-2241 Subconsultant 0 More than$15 million 5 Year Firm Established: 1999 1 Federal Tax ID Number. 6. 0 DBE 8. Annual Gross Receipts 2 Firm Name. 0 Non-DBE 0 Less than$1 million 3 Phone: 0 Between$1 -$5 million 4 Address. 0 Between$5•$10 minion 7. DE Subcontractor DI Between$10-515 million Subconsultant More than$15 million 5, Year Firm Established' 1 Federal Tax ID Number 6. 0 DBE 8. Annual Gross Receipts 2. Firm Name: Non-DBE Less than$1 million 3 Phone: 0 Between$1 -$5 million 4. Address. 0 Between$5-$10 Millin 7. Cl Subcontractor 0 Between$10-S15 million 0 Subconsultant 0 More than$15 million 5. Year Firm Established: GCA-6 12/20/2017 6:18 AM p. 110 1 6D 5 EXHIBIT C GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Acknowledgement of Terms, Conditions and Grant Clauses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat. Certification On behalf of my firm, I acknowledge, and agree to perform all of the specifications and grant requirements identified in this solicitation document(s). Vendor/Contractor Name Masabi LLC Date 2/16/1$ Authorized Signatureu;elza. de; Address 404 5th Ave. Suite 6024. New York. NY. 10018 Solicitation/Contract# 18-7266 02/15 R3 GCA-7 160 5 ANNEX 6 WARRANTY PLAN FOR EQUIPMENT Pages 1-8 (following this page) Agreement#18-7266 45 160 5 Annex 6 masabi PLAN CONFIDENTIAL justride Masabi Hardware: Warranty Plan Document No.: DP1-0001 Version: 02 Date: 2018-07-16 CONFIDENTIAL ver. date. title. pg. 02 2018-07-16 Masabi Hardware:Warranty Plan 1/8 160 5 masabi PLAN CONFIDENTIAL Revision History Author Version Dot, Details of Change MC 00 2018-05-22 Draft MC 01 2018-06-12 Initial Release MC 02 2018-07-16 Removed unrequired content Copyright Copyright Masabi Ltd 2017. All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means electronic or mechanical, including photocopying, recording, or any information storage and retrieval system,without written permission of the publisher. ver. date. title. pg. 02 2018-07-16 Masabi Hardware:Warranty Plan 2/8 160 5 masabs PLAN CONFIDENTIAL Table of Contents 1 Introduction 4 1.1 Glossary 4 1.2 References 4 2 Generic Warranty Definition 5 3 Returns/Exchange Process 6 3.1 Returns Process 6 3.2 Out of Warranty Repairs 7 Appendix A—Faulty Part Return Request Form 8 ver. date, title. pg. 02 2018-07-16 Masabi Hardware:Warranty Plan 3/8 16D 5 masabi PLAN CONFIDENTIAL 1 Introduction This Warranty Plan contains herein the generic warranty provision applicable to hardware provided by Masabi, including the procedures for returning 1.2 References suspected faulty material for replacement, exchange and/or repair. Ref. Title Version ■ The contents of this document may be superseded or supplemented by project, deployment or customer specific Warranty Plan documents or .- - other agreements. ■ 1.1 Glossary "e ,Dei, on RMA Return Material Authorisation ver. date. title. pg. 02 2018-07-16 Masabi Hardware:Warranty Plan 4/8 160 5 masabi PLAN CONFIDENTIAL 2 Generic Warranty Definition As standard, hardware provided by Masabi is covered against defects in manufacturing or workmanship for a period of 12 months after delivery to the customer. # Definition 1 The warranty is for a twelve(12)month period. 2 The warranty period commences at 00:01 on the day following delivery of the hardware to the customer. 3 Failed hardware may be sent for triage and repair on a return-to-base(RTB) basis. 4 Failures within the warranted terms and period will be repaired and returned, or the unit will be replaced,free of charge to the customer, including shipping, duty, et cetera. 5 Replace or replacement for failures which are outside the scope of the warranty will be quoted for and carried out at the customer's cost, including shipping, duty, et cetera. 6 Masabi will be responsible for any repairs or replacement necessary within the warranty period with three exceptions: 6a Force Majeure 6b Intentional vandalism or destruction 6c Errors or mishandling by customer staff, agents, subcontractors or other parties acting on their behalf of their instruction. 7 Repaired or replacement parts will be made available within 25 working days of the arrival of a faulty part. 8 At the conclusion of the warranty period, repairs or replacement will be quoted for and carried out at the customer's cost, including shipping, duty, et cetera. ver. date. title. pg. 02 2018-07-16 Masabi Hardware:Warranty Plan 5/8 16135 masabi PLAN CONFIDENTIAL 3 Returns/Exchange Process Any hardware which experiences a failure or are damaged should be returned for repair or replacement following Metrolink extraction from the field. For the duration of the of the warranty period, repair and parts exchange is to be provided by Masabi. 3.1 Returns Process When it is determined that a piece of hardware needs to be repaired or replaced, the following process must be followed: 1. The customer shall inform Masabi of the suspected faulty part and the requirement for it to be repaired or replaced by submitting the Faulty Part Return Request Form in Appendix A to support@masabi.com. For the purposes of determining validity of the warranty, the suspected failure or faulty part is considered as being reported at the date and time that this email is received. 2. Masabi will subsequently raise a Zendesk ticket and issue a Zendesk incident number and Return Material Authorization (RMA) number which should thereafter accompany the returned Hardware. 3. Upon receipt of the Zendesk incident number and RMA number,the customer will arrange to ship the hardware in suitable packaging and with an appropriate courier and insurance to the below address or, at the discretion of Masabi, hold the faulty part in stores until such time as it can be collected by Masabi.The cost of shipping for in-warranty repairs will be borne by Masabi using an account provided at the time of issuing an RMA. Masabi Hardware Returns 37 Bevenden Street London N1 6BH 4. After receiving the faulty part, at our discretion, Masabi will either repair and return the original part or provide a replacement to the address nominated in the information provided by the customer. 5. For parts those suspected failure is reported during their warranty period, it will be determined whether the fault identified falls under the warranty provision. If it is found to be Out of Warranty, the customer will be informed of the charge for repair or replacement. Following acceptance of that pricing,the replacement or repair of the unit will be undertaken, and a unit subsequently returned to the customer. Note: Low value parts such as cable assemblies, PSUs and Configuration USB Keys will always be replaced. Note: When a part is returned and subsequently not found to be faulty,the customer will be charged for the cost of shipping and handling. ver. date. title. pg. 02 2018-07-16 Masabi Hardware:Warranty Plan 6/8 16135 masabi PLAN CONFIDENTIAL 3.2 Out of Warranty Repairs When a returned unit is determined as being Out of Warranty, Masabi may, at its sole discretion,either: 1. Quote for a replacement for the returned part and, if accepted, invoice the customer as per the aforementioned quotation. 2. Quote for the repair of the returned part on a time and cost basis, and, if accepted, invoice the customer as per the aforementioned quotation. If the provided quotation(s)for repair and/or replacement of the part are rejected any hardware which has been sent to Masabi or a subcontractor will either be recycled, destroyed or returned to the customer at their expense. Any shipping, duty or tax costs incurred by Masabi will be invoiced to the customer for all out of warranty units, regardless of whether the quotation for replacement or repair is accepted. Note: When a part is returned and subsequently not found to be faulty and out of warranty,the customer will be charged for the cost of shipping and handling as well as any duty or tax costs incurred by Masabi.A minimum handling free of$100.00 (USD)will be charged. Note: When the repair of a part is anticipated to be uneconomical; i.e., likely to cost approximately the same or more than a replacement part, a replacement part will be issued. In this case, at the discretion of Masabi, the customer may be requested to hold the faulty part in stores until such time as it can be collected rather than arranging it to be shipped to Masabi. Note: Cable assemblies, PSUs and Configuration USB Keys are uneconomical to repair and therefore will always be replaced. A returned subassembly may be deemed Out of Warranty if: 1. The suspected failure or fault is reported after the warranty period, or 2. The part is returned for a fault or failure which is outside of the scope of the warranty, i.e., if caused by force majeure, intentional vandalism or destruction, or mishandling by agency staff, deputies, agents or third parties otherwise acting on behalf of the customer. ver. date. title. pg. 02 2018-07-16 Masabi Hardware:Warranty Plan 7/8 1605 masabl PLAN CONFIDENTIAL Appendix A — Faulty Part Return Request Form Please complete the below section of this form and send it to support@masabi.com to arrange for the replacement or repair of faulty hardware. Serial No. Part No. Stati©nAtehicle ' Username FCA&Turnstile Parent Serial No. Date grime; Removed By Reported By Contact Name Return Address Contact Tel. Contact E-mail Reason for replacement/failure description: Health Monitoring state at time of failure: MASABI USE ONLY MA No. Date Issue RMA Issued By ZeeDesk No, ver. date. title. pg. 02 2018-07-16 Masabi Hardware:Warranty Plan 8/8 1605 ANNEX 7 MASABI SERVICE LEVEL AGREEMENT Executive Summary This document describes the guidelines for the overall monitoring, incident response and escalation protocols employed by Masabi to monitor its Justride platform, on which the Customer's JustRide service is built. The content herein outlines the Customer's architecture on the JustRide platform (refer to Appendix 1), monitoring program, the underlying system support services, and the steps that the Masabi Support team will provide in response to any unplanned inaccessibility or outage for the Customer's JustRide service. Overview Masabi provides a scalable, robust and responsive Incident Management process to administer an effective, highly redundant platform for large metropolitan agencies. It utilises a combination of best- in-breed cloud hosting through Amazon Web Services (AWS) with multi-layered load balancing, immediate scalability, and high-level incidence response. As additional measures, Masabi applies independent monitoring services for the components that make-up the overall Customer's JustRide platform. Response Time — Masabi's Response Time is formulated on a scaled basis determined by the categorization of the Incident Severity, which is measured by the degree of service limitation experienced by the Customer and other hosted customers. In addition, for Incidents relating to AWS services, which perform a critical component of providing overall service availability, Masabi and AWS operate with a 60-minute Incident Management Response plan, supported by Masabi's own incident response time and processes. Priority—Masabi's Incident Management guidelines stipulate as a standard performance measurement a 4-hour resolution for a Priority 1 (P1) incident and an 8-hour resolution for a Priority 2 (P2) incident. Interim timeframes are stated for acknowledgement and assignment to provide Customers with an understanding that their issues have been received and are in the process for resolution. Severity— Customer's incident categorization that correlates to Masabi's Incident Priority. Incidents prioritized as P1 will be assigned a severity of, 'Critical'; P2='High'; P3= 'Medium'; and P4= 'Low'. Performance Uptime— In general, outside of scheduled maintenance windows and planned outages (system upgrades), the Customer's JustRide platform operates on a 99.95% uptime performance. It was designed to be highly redundant, integrated with elastic load balancing, which can direct traffic to redundant servers in case of a failure or it can increase capacity during high volume processing times. Additionally, it is PCI compliant and it adheres to all agreed upon standards for financial transaction processing. Dedicated Support&Service—Masabi has dedicated services and support personnel who are trained for Incident Response Management and who understand the protocols for triage, first response acknowledgement, troubleshooting and problem resolution. Due to the criticality of servicing a solution with high-touch point customer satisfaction and experience, this team is available 365 days a year, 24 hours a day. Logging an Incident—If an incident should occur,an authorized Customer contact, using an Customer email account, will initiate an email to Masabi at SupportMasabi.com. If an acknowledgement is not Agreement#18-7266 46 1 1605 received within 15 minutes, Customer has a secondary means of escalation through a dedicated telephone number. Escalation — In addition, Masabi provides escalation and account management processes through a documented prioritisation, categorization and resolution program, which is focused on account management and communication in addition to handling the technical resolution, which allows for internal agency communication and understanding. Formal Review and Reporting — Formalized Incident Reports are generated for any Incident that affects the level of service as agreed upon between Masabi and the Customer. An Incident Report involves teams across Masabi including IT Operations, Support, Account Management, Engineering, Product Management, Engineering and Quality Assurance. Closing As illustrated above, Masabi already has established robust monitoring, incident response and escalation processes for the Customer's Justride system. Masabi's Incident Management system provides the Customer with a level of assurance should something occur with the Customer's JustRide API, it will be resolved quickly and satisfactorily. The remainder of this document offers further details of Masabi's System and Incident Monitoring Guidelines. Agreement#18-7266 47 160 Detailed Review of Masabi's Incident Monitoring and Escalation Guidelines Document Purpose This document describes the guidelines for the overall monitoring, incident response and escalation protocols employed by Masabi to monitor the Customer's Justride service. The content herein outlines Customer's Justride's architecture(refer to Appendix 2) and monitoring,the underlying system support services, and the steps that the Masabi Support team will provide in response to any unplanned inaccessibility or outage for the Customer's JustRide service. These guidelines apply solely to Customer's JustRide live environment and do not cover other applications or environments,which,from time to time, maybe made available to the Customer for the purpose of reviewing or testing new features and functionality. Roles and Responsibilities Masabi and the Customer will designate individuals within each respective organization to perform the Incident Management tasks outlined in this agreement. The Customer agrees to maintain and communicate the designated Incident Management roles as defined below. Details of the designated parties can be found in the Points of Contact document(Appendix 1). Masabi Roles & Responsibilities To ensure that Incidents and requests are handled efficiently, Masabi has implemented a two-tier support structure that includes both Masabi Support technical leads (typically based in the UK) and Account Support leads(typically based in local geographic regions), or assigned partners. Masabi Support Masabi Support operates 24 hours per day, 365 days a year. Masabi Support has the primary goal of triaging, investigating and resolving incidents, in accordance with agreed SLAs. The Masabi Support team is capable of resolving complex incidents and providing effective workarounds that allow your business operations to be resumed with minimal loss. Masabi Support activities include, but not limited to the following: • Contacts Customer in accordance with the Customer escalation contact protocol. • Acts as a point of escalation for Incidents or ongoing issues. • Creates an agreed upon process for updates and notifications during the Incident Timeframe; and oversee the development of the official closing Incident Management Report. • Contacts Customer IT for any requests to implement a system outage necessary to enact a corrective action. • Provides detailed updates and explanations to the Customer and Account Support,as recorded within the Incident Management Suite, including the Incident Tracking and Monitoring log. • Collaborates with other secondary-tier engineers to formulate a resolution, temporary fix, or workaround via the raised record within Incident Management Suite. • Ensures all development related fixes are recorded within the Product Development specific JIRA space. • Collaborates with other Masabi resources to formulate comprehensive outage reports detailing the root cause, impact and mitigating actions to prevent recurrence. Agreement#18-7266 48 rr�r 1 D 5 • If required,attends regular incident review meetings with Customer. The frequency of meetings will be as agreed per the Customer but shall be at least quarterly. • Once incidents are resolved, tests and provides confirmations of resolution. Account Support Account Support activities include: • Oversees the relationship with the Customer. • Collates and distributes performance,financial and service reports. • Attends regular service review meetings with the Customer and, if necessary, attends incident review meetings. The frequency of meetings will be as agreed per the Customer but shall be at least quarterly. • Manages the fulfilment of requests received via the Masabi Support function. Customer Roles & Responsibilities Primary Customer Contact— IT Service Desk • Acts as the single point of escalation. • Acts as the liaison between internal parties and Masabi for inbound and outbound incident reporting and coordination; coordinates internal team communication. • Manages and tracks any raised incidents or requests submitted to Masabi. • Raises known or discovered incidents through the Masabi Support function. • Provides support to internal functions utilizing Masabi services. • Provides symptoms, investigatory information and support to the Masabi Support function. • Notifies internal functions of the status of Masabi services. • Notifies Masabi of any known hardware or operating system changes or updates. • If required, attends regular incident review meetings with Masabi. The frequency of meetings will be as agreed per the Customer but shall be at least quarterly. Customer Justride Owner • Attends regular service review meetings with Masabi and, if necessary, attends incident review meetings. The frequency of meetings will be as agreed per the Customer but shall be at least quarterly. • Provides approval for any required outages that affect the system or product, but are necessary to implement a corrective action. Definition of an Incident An Incident is an unplanned interruption to a service, or reduction in the quality of service, affecting the customer or end-user experience. Failure of any item, software or hardware, used in the support of a system is also an Incident, even if the failure has not yet affected or impacted service. For example, the failure of one component of a redundant,high-availability configuration is categorized as an Incident even though it does not interrupt service. An Incident occurs when the operational status of a production item changes from working to failing or about to fail, resulting in a condition in which the item is not functioning as it was designed or implemented. The resolution for an Incident involves implementing a corrective action to restore the item to its original state. An Incident can be classified in one or more of the following categories: Agreement#18-7266 49 CAO 1605 • Customer App Incident: Customer application functionality not available to end-users due to the Masabi API. • Hub Incident: Outage that affects the Hub back-office but no customer-facing components. • Validation Incident: Affects the Inspect app and electronic validation. • Payment Incident: Outage that prevents purchases and/or refunds, but does not impact activations, Hub, etc. • Ticket Usage Incident: Accessibility or outage that affects prior ticket purchases or activations,which affect a widespread customer base(e.g. not a user error on a single ticket activation). • Full System Outage: No system components available to agency staff or end-users. • Uncategorized Defect:Any other anomaly that is not classified in one of the above. Incident Priority and Severity The priority and severity of an incident are assigned during an initial triage as displayed in the'General Process Flow Diagram'figure below. The priority and severity level is determined by the level of impact or service limitation experienced by the Customer. Each time an incident is reported either by automated tools, Masabi, or by the Customer, an impact analysis is performed in order to categorize the Incident and define an Incident response plan. Masabi will issue an acknowledging notification to the Customer within 15 minutes after the incident is reported. Incident response plans (aka, corrective action plan) are determined based on the assigned priorities and severities. The assigned priority dictates the time by which Masabi will provide the Customer with the details of their planned corrective actions. For example, "Priority" (P) P1 issues are responded to within a guaranteed response of<60 minutes. Masabi provides a standard response guideline as described in the table below: Masabi Priority Customer Guaranteed Response Resolution Severity P1 Critical <60 Minutes 4 Hours P2 High <4 Hours 8 Hours P3 Medium < 12 Hours As Defined P4 Low < 24 Hours As Scheduled Support and Escalation Overview Masabi operates a support and response function that offers 24/7 coverage 365 days a year. The Masabi response team, (aka, Masabi Support), has the primary goal of triaging, investigating, developing corrective action plans, and resolving incidents, in accordance with agreed service level agreements (SLAs). To ensure that Incidents and requests are handled efficiently, Masabi has implemented a two-tier support structure that includes both technical leads (typically based in the UK) and account-management leads. Agreement#18-7266 50 1605 Response Process Any Customer support requests should be raised through the dedicated Masabi Support email address (listed in Appendix 1) by Customer's authorized contacts. Receipt of this email will trigger the Incident handling and tracking mechanisms to ensure a support engineer is assigned to triage and address the support request. Similarly, when Masabi's automated monitoring systems indicate a possible system outage; this will trigger the Incident handling and tracking mechanisms to assign a support engineer, too. If the Customer has not received an acknowledgement within 15 minutes of emailing the Masabi Support email address, the Customer should call the support number listed in Appendix 1 of this document. Additionally, in either case, once the Incident Priority and Category have been established, the Customer escalation contact protocol should be followed to allow the Customer to inform the affected operational departments quickly. Incident Management Expectations Detailed below are the SLA Incident Management targets for Masabi and the Customer; all timings are calculated from the moment the support request (Customer or automated) is received by Masabi's Support function. Masabi Customer Acknowledgement Prioritization Assignment Resolution* Priority Severity P1 Critical 15 Minutes 25 Minutes 30 Minutes 4 Hours P2 High 15 Minutes 60 Minutes 60 Minutes 8 Hours P3 Medium 15 Minutes 24 Hours 1 Business Day As Defined** P4 Low 15 Minutes 24 Hours 3 Business Days As Scheduled*** (*) Resolution times are defined as the maximum time in elapsed minutes from the initial support request(e.g. total time) and includes time allocated to prior stage (**) As defined by the resolution plan agreed between Masabi and the Customer. (***) As scheduled, pending requirements and evaluation performed on a case by case basis. Incident Categorization Upon receiving a support request or alert, Masabi Support will perform an impact analysis in order to categorize the Incident and define an Incident response plan, following which, Masabi Support will contact the Customer as listed in the enclosed Points of Contact page. The assigned support engineer will develop an incident response plan in accordance to the assigned Incident"Priority"(P). The support request or alert will also have an Incident Categorization assigned, as per the categories stated below. The priority value and severity assigned are influenced by the Incident Category, which is a factor in determining the level of effort required for the Incident Resolution, and determines the resolution response process. The table below represents the Incident Categorizations. Incident Category Description Customer App Incident Customer application not available to end-users. Agreement#18-7266 51 16135 Hub Incident Outage that affects the Hub back-office but no customer-facing components. Validation Incident Affects the Inspect app and electronic validation. Ticket Usage Incident Accessibility or outage which affects prior ticket purchases or activations which affect a widespread customer base (e.g. not a user error on a single ticket activation). Full System Outage No system components available to agency staff or end-users. Uncategorized Defect Any other anomaly that is not classified in one of the above. Incident Priority and Impact The priority (P-Value) of an incident is assigned during the triage phase; the level of priority is determined by the level of impact or service limitation experienced by the Customer. Impact Values 11 —"Service"affected for more than 5%of users; including JustRide customers unable to purchase or activate tickets; Tickets cannot be validated; Customer service cannot issue refunds, or cannot widely access customer accounts. 12—"Service"affected for less than 5%of users;JustRide customers cannot purchase, but can activate tickets; tickets can be validated visually, but not electronically; Customer service broadly has limited access to the JustRide Hub. 13 — Intermittent loss to "Service", however functionality remains with workaround; Customer service has intermittent accessibility to reports; the JustRide is experiencing a lag in data exchange from the API that is greater than 10 minutes. In order to assess an impact level of 11 or 12,as defined above, reported incidents must be reproducible and there should be multiple instances reported. During Masabi triage, it is expected that the reported incident is reproducible and to have received multiple occurrences of the same reported incident; e.g., verification of a single payment failure that is it not due to insufficient funds or typos in credit card details. If an incident is not reproducible or there are no reports of multiple occurrences, the incident should be classified as P3 or lower with an 13 impact level assessed. Retail Product Suite Priority Assignment Service 11 12 13 Functionality critical for travel API based ticket issuance P1 P1 P2 Functionality not critical for travel Hub Analytics P2 P3 P3 Financial Reports P2 P3 P3 Agreement#18-7266 52 CAO 160 5 Customer Services User Interface P2 P3 P3 All Other Uncategorized Defects P4 P4 P4 Validation Product Suite Priority Assignment Service 11 12 13 Ticket Validation Database(TVD) Availability of Scan Record data to other P1 P1 P2 applications Record and manage Barcode Ticket Scan P1 P1 P2 Records Distribution of Deny Lists P2 P2 P3 Inspect Handheld application Barcode Validation P1 P1 P2 Sync Scan records and Deny Lists with TVD P1 P1 P2 database Gate-line, on-board and spot check mode P2 P2 P3 Functionality not critical for ticket validation Raw Data Feed from TVD P2 P2 P3 Hub/Analytics P2 P2 P3 Customer Services User Interface P2 P2 P3 All Other Uncategorized Defects P4 P4 P4 Support Contact Protocol If Masabi Identifies a P1 or P2 Incident Masabi's JustRide system monitoring will immediately identify many Incidents. Should Masabi Support receive an alert that may indicate a P1 or P2 Incident, the engineer on-call will conduct the following: 1. Test the Service a. Is it available? b. Is it potentially a system-wide outage? c. Are key services responding? d. Can a ticket be purchased via API? e. Does redeploying service resolve issues? 2. Escalate Agreement#18-7266 53 1605 a. Use instant internal messaging systems at Masabi to seek escalation and resolution guidance. b. Inform Masabi Account Services 1. Inform Customer Point of Contact(s)—refer to Appendix 1 2. Keep Customer Point of Contact Informed via email — refer to Appendix 1 c. Technical Escalation Process i. Functional Experts: 1. API - Engineering (on-call) 2. Inspect- Engineering (on-call) 3. Hub- Engineering (on-call) ii. VP of Engineering iii. CTO If Customer Identifies a P1 or P2 Incident In the instance that Customer encounter a fault with the Customer JustRide service, product,or system, Customer will submit a request to Masabi Support by following the steps below. • Report the incident via email to [SupportaRMasabi.comI, clearly stating that this is the Customer JustRide account, the system or product, the symptoms experienced and where possible the quantity of users affected. Important: emails should be sent from an official Customer email account to validate the inbound request. • If an acknowledgment of the email is not received within 15 minutes, the Customer should call Masabi Support at the Phone and/or Emergency Phone numbers listed in Appendix 1. An on- call member of the Masabi Support team will be alerted following the P1 or P2 alerting channels. • Customer will follow its contact protocol to notify the affected operational areas. • Once the issue has been communicated to Masabi, either by email or telephone, Masabi's Support Management Suite will automatically create an Incident ticket, corresponding ITN, Incident Record and Log, and alert the necessary Masabi Support staff. The incident record will contain the information that the Customer has provided, an ITN, and notes from Masabi Support once triage has commenced. For All P1 and P2 Incidents: • When alerted, the Masabi Support tier one team will begin to triage the issue or incident and assign a priority based on the detail that the Customer has provided or from Masabi's automated monitoring systems. To further Masabi's progress in triaging or investigating the incident, Masabi may conduct a conference call with the relevant parties to discuss in detail the symptoms, impact, suspected cause and any known resolutions or temporary workarounds. • Should the investigation prove that the incident is of a complex nature or a resolution cannot be found within a timely manner,the incident will be escalated to subject-matter experts within Masabi; Customer IT will be notified. For example, if the issue is with the payment process, Masabi Support will immediately notify members of Masabi's Payments Team. Agreement#18-7266 54 • 16D5 Masabi Escalation Steps for Incident Resolution General Process Flow Diagram System Monitoring Alert Severity System Alert Masabi Net Triage Masabi Client Masabi Engineering Inbound Client Incident Severity Client Inbound Masabi Tier 1 Triage Masabi Client Masabi Tier 2 Masabi The above defined process flow handles all levels of Priority Status (P1 through P4). Incidents rated as P3 &P4 do not affect the critical function of the system nor the ability to purchase, store, validate and activate tickets. For P3 and P4 incidents, a general workaround is known and can be applied with a change to behavior. P3 and P4 incidents will be tracked and monitored in an Incident Tracking and Monitoring log; P1 and P2 incidents are logged here if, and only if, there are not short-term resolutions available. Incident Tracking and Monitoring For all incidents, Masabi Support will generate an Incident Tracking Number(ITN)from Zendesk (Masabi's Incident Monitoring Suite)that is assigned to the incident record, incident log entry and incident response plan. The ITN number is used for any follow-up referencing, as well as Tracking and Monitoring the status of corrective actions. The Incident Tracking and Monitoring log will be reviewed as part of the regular service review meetings. Incident Closure Once the Customer and Masabi have confirmed the incident has been resolved,the incident record will be closed and the status of the incident log entry will be changed to resolved/closed. Additionally, the Agreement#18-7266 55 160 below steps shall be followed. Please note, if the Customer has not received confirmation from Masabi Support, but Masabi has documented that incident has been resolved and service has resumed, the incident record will be closed and the Customer will be notified: • When the incident has been resolved,the incident record will be updated and the Customer will be notified. • Upon resolution and closure,the incident will be reviewed by the Masabi Support function. The incident will then feature within Masabi's reporting system, should the nature of the incident appear within a trend; the incident will form a record within Masabi's Problem Management Process, leading to consideration for further enhancement to the product or system. • If any downtime or system outage is encountered a full report will be provided to the Customer within 10 (ten) business days; detailing the root cause, steps taken to resolve and measures implemented to deter a repeat occurrence. Time to develop the full Incident Report is determined by the severity of the problem and the level of investigation, if development is required, and platform wide impact. The Incident Report is the official recording of the Incident Management Process and Resolution; however, it is not the only communication during an incident timeline. During an incident, customers can expect to receive frequent updates on the cause, steps being taken in the troubleshooting process, updates on new information that may affect the outcome and standard stakeholder briefings. Masabi will work collaboratively to define the interval of communication best suited to the incident category and prioritization. For P1 and P2 category events, Masabi will communicate updates in 30-minute intervals. Agreement#18-7266 56 CAO 160 Appendix 1 —Points of Contact Masabi Limited Masabi Support Title: Support Contacts Standard Support Email supportCc�masabi.com Critical Support Email criticalsupportmasabi.com UK Phone(Local)* +44 (203) 750 9812 (Critical Support Option # 1 & 1) US Phone (Local)* +1 (917) 810-7644 (Critical Support Option # 1 & 1) US Phone (Toll-Free) +1 (800) 290-8851 (Critical Support Option # 1 & 1) ES Phone (Local) +34 518 989 598 Account Support Project Manager Koshin Leu Email Koshinamasabi.com Telephone Number 646-763-7855 Account Manager Brittiany Bernard brittiany.bernard(c�masabi.com US Phone (Toll-Free) 845-721-2524 Customer—Contacts Primary Customer Contact— IT Service Desk Title: Omar DeLeon, Transit Manager Email: Omar.Deleon@colliercountyfl.gov Phone: 239-252-4996 57 160 5 Appendix 2 —System Performance System Resiliency and Uptime Masabi maintains best-in-class uptime using an extensive hosting design based on Amazon's AWS cloud hosting products, featuring multi-availability zone redundancy on all components where each availability zone is a fully independent geographically discrete building,with separate electricity supply, cooling and internet connection. Diagram of Masabi AWS architecture for system resiliency .Eustptde AWS Nrchatecture "+^�..+"rne «.,.eea.i is if atrizao 4,06 ,..,,.. a .�, cam.. ,, ter v.w» Wrt..ant%.4.441 irilac*pm can nam..,.....ar ewwa. 01.4,.er.ro:k...SA,srr w. eon IOW k Pew, jib rifiti ell jili a-a 2N.:,„;;;--bb— s.waxy oe►da& illi Illi PVF 0.�e.....v- Key Benefits of a AWS Hosting Environment as Configured Include: • Continuously updated as hardware improves. • Load balancer with built-in redundancy, automatically coping with the loss of a data center while continuing to serve traffic. • Enables horizontal auto-scaling up to cope with demand, and down when not required. • Auto-scaling also enables self-healing, recreating a new server if one locks up. • Hosts Customer JustRide's core MySQL databases,which are automatically backed up. • Automatic failover and multi data center redundancy. • Upgrades power and memory quickly if scaling is an issue. 58 Agreement#18-7266 tau : , 160 5 • Can rapidly create complete DB snapshots for offline tasks without affecting live service. • Simple scalable storage system used for a range of tasks inside the platform • Self-healing system is able to detect unresponsive nodes, responding by tearing down and rebuilding entire servers transparently. Inbound traffic comes into redundant Elastic Load Balancers (ELBs), which split the traffic to a redundant set of servers in different zones running the lightweight Nginx web server. These act as a routing layer, directing requests onto the appropriate service. Each service then has its own redundant ELBs,which split traffic for that service across multiple servers in different zones. When the ELB detects that a single service is unresponsive,the ELB will tear down the service and replace it on a brand new server running the same service without any manual intervention. Additionally,all databases within the system offer multi-zone redundancy using Amazon's RDS product, offering a master/slave database pair where an unresponsive master can automatically be swapped out for a slave containing identical data. In a number of services, additional read replica databases are used to segregate heavy read load from impacting updates to the master data. Performance Agreement Between AWSTM and Masabi AWS Incident Response targets are provided under the general Terms&Conditions between AWS and Masabi as a Business Service Provider. Full details of these terms can be found on the AWS website at, https://aws.amazon.com/. All timings are calculated from the moment the support request is received by the AWS support function. AWS Response Time At minimum, any and all requests provided by Masabi will be responded to within 60 minutes by an AWS Cloud Support Developer. In addition, there are unlimited incident reporting capabilities under the support agreement between Masabi and AWS After the initial "Response", all incidents will follow the Incident Categorization and Prioritization as outlined in this document Third Parties Services (Including AWS) Incorporated Into the Customer JustRide Mobile Platform Detailed below are the third parties that provide services to Masabi to support the Customer JustRide platform. Parties noted below provide individual service monitoring in addition to the monitoring provisions provided by Masabi. On a case by case basis, the Customer may opt to use their own preferred service provider. Amazon Web Services (AWSTM) • Provision of a secure cloud hosted environment • Provision of Cloud based storage • Provision of up to seven (7) globally based data centers • Provision of fully accredited disaster recovery mechanisms • Provision of load balancing and maintenance services • Hosts all Masabi Back Office Products and Services 59 Agreement#18-7266 CAO 160 5 Incident Monitoring Masabi monitors the health of the Customer JustRide system via web server performance management solutions, which easily integrate into the AWS cloud services to monitor server performance and availability. StackDriver • Provides detailed granular monitoring of all servers. • New servers are automatically recognized and integrated into monitoring when added by the ELB. PagerDuty • 24/7 Masabi Support operation are contacted using PagerDuty alerting, which integrates cleanly into AWS. LogEntries • A central log store essential for debugging maintenance, Log Entries is able to automatically accept logs from new Amazon nodes when added — crucial when those nodes may be torn down at any point; e.g., during auto-recovery, which would otherwise result in loss of logs required for diagnostics. Pingdom Health Checks • Uptime is tracked for SLA conformance using Pingdom,an independent 3rd party tool that calls health checks on each service from multiple geographical locations around the world every minute. If an incident occurs, Masabi personnel are immediately alerted via SMS, email, or in- app notifications from various potential points of failure. In addition, the web server performance management monitoring will present load balance, server uptime, and overall health checks on services. Alerts are sent to Masabi Support if any health check fails, for immediate attention. 60 Agreement#18-7266 CA 160 5 An example server availability report: Pin9d®m 07/12/2016 11:03:45AM(GMT+01:00) The shown Vine zone Is the same as yours Overview Name• Jul 6 Jul 7 Jul 8 Jul 9 Jul 10 Jul 11 Jul 12 Justft,dg...-..Kts..MTR6rokgr lustRtde-US MTA MPG �;,� ;;` Service Is operating normally 4,Service disruption 0 Service outage .',No data available Uptime monitoring provided by Ptngdom Get your,free account andmonitor your uptime 61 Agreement#18-7266 160 5 An example of uptime monitoring alerts: PU1gd®rtt 07/11/2016 03:19:27PM(GMT+01:00) The shown time zone Is the same as yours JustRide - US MTA Broker (recent) JuctRide-USMTABroker Recent History • Last checked Uptime last 7 days Avg.resp.time last 7 days Check type:HTTP 07/11/201603'18:47PM 100% 1,260 ms Check resolution:1 minutes R ..-s.�;ti?• _ '.�'?rt '� k�.,1 �i�o-i rr. r��.A s. �t' '4'y"iu3' Jul S Jul 6 Jul 7 Jul 8 Jul 9 Jul 10 Jul 11 Site 41+ 44 Service is operating normally 0 Service disruption 0 Service outage do data available Uptime (last 24 h) 10.0D 16:00 Availability(uptime)over the past 24 hours.Red sec'ons indicate downtime.Hover mouse pointer over sections to get exact times. Response Time Jul 6 Jul 7 Jul 8 Jul 9 Jul 10 Jul 11 Aveiage performance 0,e:day over the pis!2 days. 62 Agreement#18-7266 1605 �ll e,xn 07/11/2016 03:21:50PM(GMT+01:00) �f; v1The shown time zone Is the same as yours JustRide - US MTA MPG (recent) l%,_JustRide-US MTA MPG vi Recent History 7) Last checked Uptime last 7 days Avg.resp.time.last 7 days Check type:HTTP 07/11/201603:20.58PM 100% 1,1221715 Check resolution:1 minutes Jul 5 Jul 6 Jul 7 Jul 8 Jul 9 Jul 10 Jul 11 cio Service is operating normally t-4,-Service disruption 0 Service outage No data aval.ab=e Uptime(last 24 h) 16 00 22:00 0.00 10.00 16:00 Araitan,i,ty!uptime)over the past 24 hours.Red sections indicate downtime.Hover mouse poor tar over,sections to get exact times. Response Time Tal S Jul 6 Jul 7 Jul 8 Jul 9 Jul 10 Jul 11 0 ' C+.,. IA 1,000 rns 63 Agreement#18-7266 1605 JustRide-US MTA MPG Dowrokad + D�'MTfi _ None [owd ) UP7,ME 4"_VE100.00% raar 1404 I RYA . .,, ()URAlit>"1 O6J3O.2016 12100 GOAM OM 2/2018 11:12:58AM 12 dxys Performance Monitoring: Each service's ELBs respond to demand, using auto-scaling to increase the number of servers hosting any service under heavy load, removing these again down to a minimal level as demand slackens — ensuring the service doesn't lock up at peak times without overprovisioning hardware or response times. The service is monitored using StackDriver and New Relic third party tools,helping alert Masabi Support to live issues and helping Masabi rapidly diagnose any problems or automate a provisioning of additional servers. Extensive performance testing is carried out on major releases to ensure that response times and capacity have not been impaired by changes. The diagram below outlines the architecture of the load balancing process, routing of inbound traffic onto multiple nodes, and the ELB process to create multiple instances of a service at peak performance. 64 Agreement#18-7266 0 160 5 ...._,. :-----J Ne411 . I II I 1 1110110110.11.101**,, 11•1••••••••••••----- 1101111111111111,177", ill11.01.010111.14,',- 01 1.11111 NOi I 114 ,' N / l I I 4 I s I I *1 / N 'I 1 1 e \ S ."1 ‘ \ / / 14 1 ......- ........,- Shared load Shared nginx Service load Instances of Master/slave DB balancer routers balancer service + optional read replica - End of Document- 65 Agreement#18-7266 e 16D 5 .. ___,....', MASALLC-01 CSILLS ACORO" CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 41...•� 04/16/2019 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Mesirow Insurance Services,Inc. PHONEFAX 353 N Clark St 11th fl (A/c,No,Ext):(312)595-6200 (A/C,No): Chicago,IL 60654 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Sentinel Insurance Company Ltd 11000 INSURED INSURER B:Lloyd's of London 10200 Masabi,LLC INSURERC- 1330 Avenue of the Americas Suite 23A INSURER D: New York,NY 10019 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP R TYPE OF INSURANCE \ . 11 . POLICY NUMBER AMM/DD/YYYY) (MM/DD/YYYY) LIMITS © COMMERCIAL GENERAL LIABILITYI EACH OCCURRENCE $ 1,000,000 ■■ CLAIMS-MADE X OCCUR 83SBATP9381 08/01/2018 08/01/2019 DAMAGE TO RENTED 1 000,000 PREMISES(Ea occurrence) $ ■ MED EXP(Any one person) $ 10,000 ■ PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ■ POLICY X LOG PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ ANY AUTO 83SBATP9381 08/01/2018 08/01/2019 BODILY INJURY(Per person) $ ■ AWNED AUTOS ONLY ■ SCHEDULEDTOSSBODILY INJURY(Per accident) $ AUTOS ONLY : AUUTOS ONLY {Pe�aEalRdent�AMAGE $ A © UMBRELLA LIAB © OCCUR EACH OCCURRENCE $ 5,000,000 ■ EXCESS LIAB CLAIMS-MADE 83SBATP9381 08/01/2018 08/01/2019 AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 WORKERS COMPENSATION PER H AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Cyber/Tech E&O W14063180601 08/01/2018 08/01/2019 Each Claim 2,000,000 B Cyber/Tech E&O W14063180601 08/01/2018 08/01/2019 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) LIMITS OF INSURANCE CONTINUED: Insurer B-W14063180601 08/01/2018-08/01/2018(AIl limits listed below are part of and not in addition to the aggregate)Retroactive Date:08/01/2013 Professional and Technology Based Services Liability Limit:$2,000,000 Retention:$5,000 Information Security&Privacy Liability Limit:$2,000,000 Retention:$5,000 Included:Privacy Notification Costs(No Retention Applies);Regulatory Defense and Penalties;PCI Fines,Expenses and Costs Collier County Board of County Commissioners,OR,Board of County Commissioners in Collier County,OR,Collier County Government are additional insured with respects to the general liability for the ongoing operations of the named insured if required by written contract. Coverage is primary and noncontributory if required by written contract. CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commissioners; SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Board of County Commissioners in Collier County; THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Government ACCORDANCE WITH THE POLICY PROVISIONS. 3299 Tamiami Trail EastSuite 300 Naples,FL 34112 AUTHORIZED REPRESENTATIVE i2._ ,ie‘----)„.. ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD T3-0NE 1 6 0 5 Ami�® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 4/16/2019 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTRisk Management Department Commercial Lines-(305)443-4886 PHONE FAX (A/C.No.Exn: 866-443-8489 (A/C,No): 800-889-0021 USI Insurance Services LLC E-MAIL ADDRESS: work.comp@trinet.com 2601 South Bayshore Drive,Suite 1600 INSURER(S)AFFORDING COVERAGE NAICS Coconut Grove,FL 33133 INSURER A: ACE American Insurance Company 22667 INSURED INSURER B: TriNet HR III-A,Inc. INSURERC: L/C/F Masabi LLC INSURER D: 9000 Town Center Parkway INSURER E: Bradenton,FL 34202 INSURER F: COVERAGES CERTIFICATE NUMBER: 14134066 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SPOLICY EFF POLICY EXP TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MMIDDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S _ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ _ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA UAB OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION WLR 065584815 7/1/2018 7/1/2019 X STATUTE ETH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 K yes,describe Ounder 2,000,000 DESCRIPTION F OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached it more space is required) Workers'Compensation coverage is limited to worksite employees of Masabi LLC through a co-employment agreement with TriNet HR III-A, Inc. CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3295 Tamiami Trail E. ACCORDANCE WITH THE POLICY PROVISIONS. Naples,FL 34112 AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) (This certificate replaces certificate#13631009 issued on 11/1/2018)