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#21-001-NS (N. Harris Corp)
GENERAL SERVICE AGREEMENT (NON-Solicitation) #21-001-NS for Utility Billina & Customer Service Intearated Software Svsterrt THIS AGREEMENT, made and entered into on this day o n 021, by and between N. Harris Computer Corporation, authorized to do business in thee of Florida, whose business address is 3800 Paluxy Drive Suite 540, Tyler, Texas 757003-1664, hereinafter called the "Contractor," and Collier County, a political subdivision of the State of Florida, (the "County"). This contract replaces Contract #11-5698 Department of Utility Billing Services Integrated Software Systems. WITNESSETH: 1. AGREEMENT TERM. The contract shall be for an initial ten (10) year period. commencing ® upon the date of Board approval; or ❑ on _ and terminating on ten (10) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional five (5) year periods. The County shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. Work shall commence on the date of the issuance of a Purchase Order. 3. STATEMENT OF WORK. The Contractor shall provide software, training, modification, conversion, maintenance and implementation in accordance with this Agreement, and its Exhibits, attached herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Contractor and the County project manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Services/products acquired through this Agreement have been authorized through the approval of an Exemption from the Competitive Process. 4.THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement in accordance with Exhibit E - Fees, subject to Change Orders as approved in advance by the County. Payment will be made upon receipt of a proper 11Pa e CAO invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted within six (6) months after the date of services. 5. TRAVEL and REIMBURSABLE EXPENSES. Travel expenses shall be reimbursed as per Section 112.061 Fla.Stats. Reimbursements shall be at the following rates: Mileage $0.445 per mile 'Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare ;Actual ticket cost limited to tourist or coach class fare ;Rental car 'Actual rental cost limited to compact or !� standard-size vehicles ;Lodging Actual cost of lodging at single occupancy rate 'with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport ' Limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 6. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption#85-8015966531 C. 7. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following Address: Debra Laskowski N. Harris Computer Corporation 3800 Paluxy Dr. Suite 540 Tyler, TX. 757003-1664 Phone: 903-535-8222 Fax: 903-535-9967 Email: DLaskowski(c harriscomputer.com 2IPage S All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Utility Billing & Customer Service 4420 Mercantile Ave Naples, Florida 34104 Attention: Annia Machin, Manager UBCS Telephone: 239-252-8744 Email: AnniaM.Machin(a�Colliercountyfl.dov The Contractor and the County may change the above information at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 8. 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. 9. 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. 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 the 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. 10. 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 contract 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. 11. TERMINATION. A. Termination for Cause: Should the Contractor be found to have materially failed to perform his services in a manner reasonably satisfactory to the County as per this Agreement, the County must notify the Contractor in writing of such a default (a "Default Notice"). Upon receipt of a Default Notice, the Contractor must either correct the default at no additional cost to the County, or if the Contractor fails to correct the default within thirty (30) days following receipt of the Default Notice, the County may terminate said agreement 3IPage cm,3 for cause; B. Termination for Convenience: The County may terminate this Agreement for convenience with a sixty (60) day written notice. In the event of Termination for Convenience, Contractor will be compensated for all software installed, all services performed, and all other costs incurred in accordance with this Agreement up to and including the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 12. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 13. INSURANCE. The Contractor shall provide insurance as follows: Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. Business Auto Liability: Coverage shall have minimum limits of $500,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Hired and Non-Owned Vehicles and Employee Non- Ownership. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. Umbrella Coverage: $ 2,000,000 per occurrence. Technology Errors & Omissions:: Coverage shall have minimum limits of $ 5,000,000 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 canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner,within twenty-four(24)hours after receipt, of any notices of expiration, cancellation,non- 41P ige CAO: 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 insure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 14. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including,but not limited to, reasonable attorneys'fees and paralegals'fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies that 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. 14.1 The duty to defend under this Article 14 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 14 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. 15, LIMITATION OF LIABILITY. The County and Contractor recognize that circumstances may arise entitling the County to damages for breach or other fault on the part of Contractor arising from this Agreement, including any indemnification obligation. The parties agree that in all such circumstances the County's remedies and Contractor's liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Agreement. 1) EXCEPT FOR (A) DAMAGES ARISING OUT OF THE CONTRACTOR'S INTENTIONAL MISREPRESENTATION, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) DAMAGES FOR BODILY INJURY OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY, OR (C) AS SPECIFIED IN THE INDEMNIFICATION PROVISIONS OF EXHIBIT A-1, SECTION 5.2 "PATENT AND COPYRIGHT INDEMNIFICATION" OF THIS AGREEMENT, BOTH PARTIES AGREE THAT CONTRACTOR'S ENTIRE LIABILITY (UNDER CONTRACT OR IN TORT INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), IF ANY, FOR ANY DAMAGES RELATING TO OR ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE FEES PAID TO CONTRACTOR BY THE COUNTY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE TIME THAT THE CLAIM AROSE. 5 2) IN ADDITION TO THE FOREGOING, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL. INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA. FAILURE TO REALIZE EXPECTED SAVINGS, OR COST OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THAT OTHER PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH LOSS OR DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 3) CLAUSES (1) AND (2), IMMEDIATELY ABOVE, SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND OR ACTION BY A PARTY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, DEMAND OR ACTION. INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT. RESCISSION OF CONTRACT, OR TORT. This paragraph 15 shall not be construed in any way to alter the State's waiver of sovereign immunity or extend the County's liability beyond the limits established in Section 768.28, Florida Statutes. 16. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Utility Billing and Customer Service Division. 17. 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 anysuch interest shall be employed to perform those services. 18. COMPONENT PARTS OF THIS AGREEMENT This Agreement consists of the following component parts, all of which are as fully a part of the agreement as if herein set out verbatim. 1. Exhibit A-1, Licensing Terms 2. Exhibit A-2, Support and Maintenance Terms 3. Exhibit A-3, Professional Services Terms 4. Exhibit B, Enumeration of Licensed Products 5. Exhibit C, Master Biller Agreement between Collier County, Invoice Cloud, Inc., and N. Harris Computer Corporation 6. Exhibit D, Collier County Policies & Compliance Requirements 7. Exhibit E, Fees 19. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 20. 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 County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/ or any employee of the firm 6IPago CA©! 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. 21. 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 those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, 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) 252-8999 Email: PublicRecordRequest(c�colliercountyfl.gov 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. 7I e 22. IMMIGRATION LAW COMPLIANCE. 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. Contractor's Immigration compliance affidavit is attached hereto as Attachment "B". 22.1 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. 22.2 Contractors are required to enroll in the E-Verify program and provide acceptable evidence of their enrollment. 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. 22.3 Additionally, Contractor shall require all subcontracted vendors to use the E- Verify system for all purchases not covered under the "Exceptions to the program" clause above. 22.4 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 Contractor's responsibility to familiarize themselves with all rules and regulations governing this program. 22.5 Contractor acknowledges, and without exception or stipulation, shall be fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended and with the provisions contained within this affidavit. Failure by the Contractor to comply with the laws referenced herein or the provisions of this affidavit shall constitute a breach of the agreement and the County shall have the discretion to unilaterally terminate said agreement immediately. 23. 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. 24. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract upon satisfactory negotiation of price by the Contract Manager and Contractor. 25. 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 8 I CAO 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. 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. 26. KEY PERSONNEL/PROTECT STAFFING: 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 contract. Contractor shall assign as many people as necessary to complete the project on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the implementation dates mutually agreed to by both parties. Contractor shall not change Project Manager 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. Contractor shall make commercially reasonable efforts to notify The County within seven (7) days of the change. The County retains final approval of proposed replacement personnel, which approval shal not be unreasonably withheld. 27. "MOST FAVORED" CLIENT: Contractor agrees to treat County as a most-favored client and specifically agrees that all prices, terms, warranties and benefits granted to County are comparable to; or better than, equivalent terms having been offered to any other client or prospective client. If, during the term of this Agreement, the Contractor offers better pricing, terms, warranties and/ or benefits to another client, the Contractor shall be required to immediately provide the additional terms, warranties and/or benefits to the County. 28. CONFIDENTIALITY AND NON-DISCLOSURE OF THE CONTRACTOR JNFORMATION. The County acknowledges the Application Software and Application Software Documentation constitute copyright works of authorship and include confidential information of the Contractor or its suppliers and represent and embody certain valuable proprietary information and trade secrets of the Contractor or its suppliers. Consistent with Confidential Information, trade secrets and proprietary confidential business information as defined under Florida law and exempted from disclosure by the Florida Public Records Act, Chapter 119, Fla. Stat. Except as otherwise provided for in this Agreement, the County agrees not to disclose or make available the Application Software or Application Software Documentation, or any part thereof, to anyone other than the County's employees and consultants who are required to have access to the Application Software or Application Software Documentation in the normal course of installation, operation or use of the Application Software or Application Software Documentation and who have a legal duty to protect such trade secrets and confidential information. The County agrees to implement reasonable procedures to prevent other persons from obtaining access to or use of the Application Software and Application Software Documentation. The County acknowledges that the Contractor or its suppliers will suffer irreparable harm should the County fail to abide by the terms and conditions herein and that the Contractor shall, in addition to recovering 91Page CAO damages, be entitled to obtain injunctive relief from a court of competent jurisdiction to enjoin the County from violating this Agreement and/or infringing the proprietary rights of the Contractor or its suppliers. The responsibilities and obligations set forth in this Section shall apply during the term of this Agreement and shall continue thereafter (i) with respect to trade secrets of the Contractor or its supplier, as long as such information remains a trade secret under applicable law, and (ii) with regard to other confidential and proprietary information of the Contractor or its suppliers, for a period of three(3)years after the termination or expiration of this Agreement. Confidentiality is subject to Chapter 119, Florida Statutes, also known as the Public Records Law. 29. ASSIGNMENT. The Contractor shall not transfer or assign any of its rights or obligations under the Agreement to any other party without the prior written consent of the County, which may be withheld for any reason. The Contractor's responsibility for performance of the Agreement shall remain,even if the County should agree to such transfer or assignment. 30. 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. 31. ENTIRE AGREEMENT MODIFICATION. This Agreement, together with all Attachments and Appendices comprise the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions, or agreements,whether written or oral, between the parties regarding the subject matter contained herein. This Agreement may be amended, modified or added to only by written instrument properly signed by both parties hereto. No terms and conditions in any County orders, or in any other documentation employed by or on behalf of County in connection with this Agreement, regardless of the date of such documentation, will affect the terms of this Agreement, even if such document is accepted by the receiving party, with such provisions being deemed deleted. Signature page to follow 101Page CAO IN WITNESS WHEREOF, the parties have executed this Amendment on the date and year first written above by an authorized person or agent. CONTRACTOR BOARD OF COUNTY COMMISSIONERS N. HARRIS COMPUTER CORPORATION COLLIER COUNTY, FLORIDA By: `.. c—� /� By: Signature P Y , Chair -r r> RZc H.Aa_Dso. - c o - Typetprint signature and title i Date Tr r Date ATTES TO BY: �, I', '. ; Via . y. C'y. Contractor's Witnesses: Deputy C k .4. St•a5 t0 Chairman& iic-7 .--?.-fAk "1,--_ ,() Date: alw'1 yt,�, L-- Apprflveti as o F an Legality: vq~�A9.ca� Fifst Mtness A-IT1=S T SA L._t M ?P c-U`^a , Depu County Attorney i Type/printwitness name � xs 'tEc t _ le� !� 4L� i\. Print Name Seterreeditrress iscttcsl- .6hccry MacLeod 'Type/print witrress name'' a hest EXHIBIT A-1 Licensina Terms Agreement#21-001-NS "Utility Billing & Customer Service Integrated Software System" 1. Definitions. 1.1 Application Server Operating System. "Application Server Operating System" is defined as the Microsoft Windows 2012 Server operating system, release 2, 64-bit. This version must remain within Microsoft's publicly published mainstream or extended support or be updated to a newer revision of same Microsoft Windows Server operating system software which is under mainstream or extended support and also mutually supported by County. 1.2 Workstation Operating System. "Workstation Operating System" is defined as the Microsoft Windows 10 operating system, currently Windows 10,versions 1803, 1809, 1903, 1909, 2004 or newer. These versions must remain within Microsoft's publicly published active support or be updated to a newer revision of same Microsoft Windows 10 operating system software which is under active support and also mutually supported by County. 1.3 Data Base Software. "Data Base Software" is defined as the Microsoft SQL Server data base software, currently version 2012. This version must remain within Microsoft's publicly published mainstream or extended support or be updated to a newer revision of same Microsoft SQL Server database software which is under mainstream or extended support and also mutually supported by County. 1.4 Licensed Programs. "Licensed Programs" is defined as those the Contractor computer software programs, as more particularly described in Schedule A, Licensed Programs. 1.5 Modifications. "Modifications" are defined as those custom changes to the Licensed Programs that have been performed by the Contractor for the County. 1.6 Modification Specifications. "Modification Specifications" are defined as the County approved functional and technical specifications for all Modifications to the Licensed Programs. 1.7 Application Software. "Application Software" is defined as the Licensed Programs and the Modifications. 1.8 Other Software. "Other Software" is defined as all other software products that are required to make the Application Software operational. 1.9 Equipment. "Equipment" is defined as the application server, network equipment, printers, and microcomputers on which the Application Software,Application Server Operating System, Workstation Operating System, Data Base Software and Other Software will be installed and operated. The Equipment shall meet the minimum specifications generally published by the Contractor for the operation of the Application Software. 1.10 Network. "Network" is defined as the Equipment, Application Server Operating System, Workstation Operating System, Data Base Software and Other Software. 1.11 System. The entire computer system ("System") is defined as the Application Software and the Network. 1.12 Application Software Documentation. The Application Software documentation (referred to as "Application Software Documentation") shall include, but not be limited to, the materials and documentation which reasonably accurately represents the operation of the Application Software. The County shall have the right to reproduce any portion of the Application Software Documentation for its internal use and have the right for employees to access the Application Software Documentation from the County's intranet. CAO 1.13 Invoice Cloud API is defined as the computer code and programs, including related data files, rules. parameters, and documents licensed to the County Invoice Cloud API shall perform the functions defined in Exhibit C, Invoice Cloud API Software Functions. 1.14 Invoice Cloud API Hosting Environment." Invoice Cloud API Hosting Environment" is defined as the hardware, software, and Internet connections on which the Invoice Cloud API software will be operated and accessible to the County and the County's customers via the Internet. 1.15 Customer. "Customer" is defined as any customer of the County or, alternatively, may be a customer of the Contractor as related to annual cost increases. 1.16 Invoice Cloud Hosting Services. " Invoice Cloud Hosting Services " is defined as the services required to enable Customers to access and operate the Invoice Cloud software in the Invoice Cloud Hosting Environment. 1.17 Impresa. "Impresa " is the utility billing system that the County utilizes to bill customers. The Invoice Cloud system will interact with the Impresa system to obtain customer account information. 1.18 Days.The term"days"as used in this Exhibit shall be defined as calendar days unless the term "days" is otherwise specified in this Exhibit. If a day is designated as a "business day" rather than a calendar day and such business day falls on a County holiday, the time period shall be extended to the next business day. 2.0 License of Application Software. In consideration of the County's prior payment to the Contractor of license fees for the Application Software under the terms of the original contract between the County and the Contractor dated September 14, 2001,the Contractor agrees to grant the County a limited, perpetual, non-exclusive, non-transferable and personal license to (i) install and operate the serialized copy of the Application Software for the County's internal, in-house use by up to seventy-five (75) concurrent users and (ii) make copies of the Application. Software for back-up purposes ("Archival Copies") and for testing purposes. The County agrees to affix a conspicuous written label to the Archival Copies which contains the copyright notice and all other information printed on the original media from which the Archival Copies are made. The Contractor retains all rights to the Application Software and all other works of authorship of the Contractor not expressly granted in this Exhibit A-1. 2.1 The Contractor represents and warrants to the County that the Contractor is the owner of the Application Software and has the exclusive right to grant the within license to the County. It is understood that there are no on-going license fees associated with the use of the Application Software apart from the extension of concurrent user licenses, additional account records or addition of new modules not licensed under this Exhibit. 2.2 This license is not a sale of the original Application Software or any copies. The Contractor retains the ownership of the Application Software and all subsequent copies of the Application Software made by the County, regardless of the form in which the copies may exist. The Application Software, the accompanying written manuals and Application Software Documentation distributed with the Application Software, and the Archival Copies are copyrighted works of authorship of the Contractor or its supplier and may not be copied, reproduced, modified distributed or transferred, by any means or in any form, without the express written permission of the Contractor, except as expressly provided herein. Any unauthorized copying or use of the Application Software or Application Software Documentation is a violation of this Exhibit and may also constitute a violation of the U.S. Copyright Act for which the County could be liable in a civil or criminal action. 2.3 The County may physically transfer the Application Software from the designated server to another server or computer system, provided the Application Software is operated only on one production server at a time. The County shall not be charged any additional fees or CPO maintenance charges if the County transfers the Application Software to another server or computer system unless said is done without thirty-day notice to Contractor and creates material technical difficulties for the Software system. The County may not electronically transfer the Application Software or operate it or any portion thereof in a timesharing or service bureau operation. The County may not translate, modify, adapt, disassemble, de-compile or reverse engineer the Application Software, or create derivative works based on the Application Software or Application Software Documentation or any portions thereof, except as expressly provided herein. 2.4 The Application Software is provided for use in the County's internal commercial business operations only and must remain at all times upon premises owned or leased by the County, unless otherwise agreed upon in writing by the parties. Except as expressly provided herein the County may not rent, lease. sub-license, sell, assign, distribute, pledge, transfer , encumber, or otherwise dispose of the Application Software or Application Software Documentation or any rights granted to the County herein, on a temporary or permanent basis, without the prior written consent of the Contractor, which shall not be unreasonably withheld. 3.0 Agalication Software Price,The Application Software license granted to the County includes a seventy-five(75) concurrent user license and up to eighty thousand (80,000)active billing customers in the database. The cost to increase the number of active billing customers shall be ten thousand dollars ($10,000.00) per ten thousand (10,000) additional active billing customers, and shall remain at ten thousand dollars ($10,000.00) per ten thousand (10,000) additional active billing customers until four (4)years after the contract execution date. After that date, the cost to increase the base rate of ten thousand dollars ($10,000.00) per ten thousand (10,000) of active billing customers shall not exceed seventy five percent (75%) of the February Consumer Price Index for All Urban Consumers (CPI-U) for Miami-Fort Lauderdale-West Palm Beach, FL for the next year. Over any two (2) year period, the cumulative increase shall not exceed five (5) percent per year. 3.1 The cost to increase the number of concurrent user licenses shall be eight hundred fifty dollars ($850.00) for each concurrent user license added and shall remain at eight hundred fifty dollars ($850.00) for each concurrent user license added until seven (7) years after the contract execution date. After that date, the cost to increase the base rate of eight hundred fifty dollars ($850.00) per additional concurrent user shall not exceed seventy five percent (75%) of the February Consumer Price Index for All Urban Consumers (CPI-U) for Miami-Fort Lauderdale- West Palm Beach, FL for the next year. Over any two (2) year period,the cumulative increase shall not exceed five (5) percent per year. 4.0 System Specifications. Provided that the County maintains current Support and Maintenance fees, the most current version of the Application Software Documentation and the Modification Specifications shall become the Application Software system specification ("System Specification") and shall constitute the functional specifications for the Application Software. If a conflict exists between the Application Software Documentation and the Modification Specification, the Modification Specification shall be the controlling document followed by the Application Software Documentation. 5.0 Licensed ProaramsWarranties. 5.1 Warranty of Operation. The Contractor warrants that the Application Software shall operate in material conformance with the System Specifications. Any errors or non-- conformances to the System Specification shall be corrected by the Contractor for as long as the County has a software maintenance agreement in effect for the Application Software. All errors or non-conformances to the System Specification shall be corrected within the timeframes defined below in Section 6.0, Correction of Errors. CA 5.2 Intellectual Property Indemnification. In the event there is a third party claim against County alleging that County's use of the Software in accordance with this Agreement constitutes an infringement of a Canadian or United States' patent, copyright, trademark or trade secret or other intellectual property that is valid and enforceable in County's jurisdiction, Contractor shall, at its expense, defend and indemnify County and pay any final judgment (including all damages awarded against County) against County or settlement agreed to by Contractor on County's behalf. This indemnity is only effective where (i) County has not made any admissions or begun settlement negotiations either prior to or after providing notice to Contractor of the applicable claim except with Contractor's prior written consent, (ii) Contractor has sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement; (iii) County assists and provides information to Contractor throughout the action or proceeding, and (iv) County has not modified the Software in any manner whatsoever except with the prior written consent of Contractor. 5.2.1 Contractor' liability for any claims under this Section 5.2 shall be reduced to the extent such claim arises from. alterations or modifications to the Software by County or a third party in any manner whatsoever except with the prior written consent of Contractor; ii. combination, integration or use of the Software with software, hardware or other materials not approved by Contractor where such claim would not have arisen but for such combination, integration or use; iii. use of the Software other than in compliance with this Agreement; iv. compliance with the County's written instructions or specifications; or v. use of the Software after notice from Contractor that it should cease due to possible infringement. 5.2.2 Any breach by County of its covenants under this Section 5.2 shall nullify this indemnity but not the sole right of Contractor to have full and complete authority of the defense to defend such claim or proceeding and of all negotiations related therewith and the settlement thereof. In the event that the County's use of the Software is finally held to be infringing or Contractor deems that it may be held to be infringing, County agrees that the only remedy available to it is that Contractor shall be, at Contractor's election, for Contractor to: (1) procure for the County the right to continue use of the Software; or(2) modify or replace the Software so that it becomes non-infringing. 5.2.3 The foregoing states Contractor's entire liability, and the County's exclusive remedy, with respect to any claims of infringement of any copyright, patent, trademark, trade secret or other intellectual property and property interest rights relating to the Software, or any part thereof or use thereof 5.2.4 County may, at County's sole cost and expense, retain counsel of its own choosing who shall be permitted to attend all settlement conferences and hearings, or other court appearances related to the proceeding. 5.2.5 The indemnity provisions of this Section 5.2 shall not apply to Third Party Software and Contractor shall have the right to substitute the licensor of the Third Party Software to perform Contractor' obligations hereunder and the County agrees to release Contractor from any obligations related to such Third Party Software. CA® 5.3 Pre-programmed Termination Warranty. The Contractor represents and warrants that the Application Software and Invoice Cloud API and any future version, release or update to the Application Software and Invoice Cloud API (or any portion thereof) does not contain any timer, clock, counter or other limiting design or routine which causes such Application Software or Invoice Cloud API, data files/tables, or any software on the System (or any portion thereof) to become erased, inoperable or otherwise incapable of being used in the full manner for which it is designed and licensed pursuant to this Exhibit after being used or copied a certain number of times, or after the lapse of a certain period of time, or after the occurrence or lapse of any similar triggering factor or event. Furthermore, the Contractor represents and warrants that the Application Software and any future version, release or update to the Application Software (or any portion thereof) does not contain any limiting design or routine which causes such Application Software, data files/tables, or any software on the System (or any portion thereof) to be erased, to become inoperable, or to otherwise be incapable of being used in the full manner for which it was designed and licensed pursuant to this Exhibit solely because such Application Software has been installed on or moved to a central different from that system on which the Application Software were originally installed. 5.3.1 If there is a timer, clock, counter or other limiting design or routine in the Application Software or Invoice Cloud API, or any future version, release or upgrade to the Application Software or Invoice Clouse API (or any portion thereof), as defined in this section, the Contractor shall immediately remove said timer, clock, counter or other limiting design or routine from the Application Software or Invoice Could API (or any portion thereof) and immediately correct, at no cost to the County, any data files/tables or any software on the System that was affected by said timer, clock, counter or other limiting design or routine. 5.4 Warranty of Compatibility. The Contractor warrants that the Application Software is capable of operating as set forth in the System Specification; and, the Contractor represents and warrants that the Application Software shall be fully compatible with the Network and all components of the Network. The Contractor further warrants that Application Software shall be fully compatible with the Application Server Operating System and Data Base Software as mutually agreed upon. 5.5 Warranty of Non-Modification of the Application Server Operating System, Data Base Software and Other Software. The Contractor warrants that the Application Server Operating System, Data Base Software and the Other Software installed on the Network shall not be modified by the Contractor in any way. The Contractor additionally warrants that the Application Software will operate as set forth in the System Specification on the unmodified versions of the Application Server Operating System, Data Base Software and the Other Software. 5.6 PCI Compliance Warranty. The Contractor warrants that Invoice Cloud, and the Application Software, and all future updates, revisions, releases, and new versions of Invoice Cloud and the Application Software shall be fully compliant with all PCI required processing and standards and per Exhibit-D. In the event that the application software is used to process, transmit or store PCI sensitive information the Contractor shall provide the County with the required and appropriate certifications, reports, and test results that verify the PCI compliance of Invoice Cloud and the Application Software. 5.7 Warranty Disclaimers; Exclusive Remedies. THE WARRANTIES SET FORTH IN SUBSECTIONS 5.1, 5.2, 5.3, 5.4, 5.5 AND 5.6 ARE EXCLUSIVE AND ARE MADE BY THE CONTRACTOR IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR CAO PARTICULAR PURPOSE, EXCEPT TO THE EXTENT THAT ANY WARRANTY IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. The remedy for breach of the warranty contained in each subsection of this Section 5 shall be the County's sole and exclusive remedy of any such event. CAO EXHIBIT A-2 Su000rt and Maintenance Terms Agreement#21-001-NS "Utility Billing & Customer Service Integrated Software System" 1. These Support and Maintenance terms (Exhibit A-2) represent the exclusive statement of the entire support and maintenance agreement between Contractor and County, and superseded and replace any and all previous agreements related to Support and Maintenance services to be provided to the County by Contractor. However, except as expressly varied herein, all Support and Maintenance Services will be provided pursuant to the terms and conditions set forth in the Agreement, above, including but not limited to its limitations of liability,warranty provisions, choice of law, and other provisions. 2. Support Services. Contractor shall provide software support primarily via telephone and electronic mail in addition to site visits only when necessary. The support services will be provided only during the hours of operation as described in its standard support guidelines and which are in effect as of the Start Date (attached hereto and incorporated herein), as such services may, at Contractor's sole discretion, be modified or supplemented from time to time. To enable Contractor to provide effective support, the County will establish auto remote access procedures compatible with Contractor's then current practices which may be revised over time. 3. Support Fee. In consideration for the support services specified in the immediately preceding Paragraph, County shall pay the "Support and Maintenance Fee" as detailed in the parties' Agreement and its attachments. The Support and Maintenance Fee will be billed annually in advance beginning on the Start Date and thereafter on the anniversary of the Start Date or on an alternative date mutually agreed to by both parties. If the County would like to match the annual invoicing of the Support and Maintenance Fee to its fiscal year or any other period it may request, during the initial term of this Support and Maintenance Agreement, that Contractor issue a prorated invoice for the portion of the year remaining during the initial term. Contractor may change the Support and Maintenance Fee from time to time in relation to each renewal term, but County shall only be billed once per year. 4. Direct Expenses. In addition to the Support and Maintenance Fee, County shall reimburse Contractor for its direct expenses in providing support services ("Reimbursable Expenses") pursuant to this Support and Maintenance Agreement, per the expense guidelines set forth in the Agreement. 5. Upgrades. An "Upgrade" is a major overhaul of the Software which is a complete new published version of the Software that modifies, revises or alters the Software and adds features, functionality or enhancements to such Software. An Upgrade is typically designated by a change in the number to the left of the decimal point in the version number (for example, a change from 1.X to 2.X). Contractor shall supply all Upgrades to County at no additional charge other than the payment of the Support and Maintenance Fee. Upgrades may require additional services to be performed by Contractor outside of the scope of those services provided by Contractor including additional training not covered by any Software Implementation Services Agreement and professional services for the installation and implementation of the Upgrade that will be subject to Contractor's then-prevailing policies, terms and Billable Fees related to pricing and hourly rates. All such services shall be performed subject to a newly negotiated Scope of Work that will be subject to the terms of a Software Implementation Services Agreement. 6. Updates. "Update" means any published changes, additions or corrections to the Software that primarily include a minor modification or enhancement to the Software related to a bug fix, minor additional functionality or legislative changes. An Update is designated by a change in the right- most digit in the version number (for example, a change from X.1 to X.2). All Updates of the Software which are included as part of County's Software support will be made available to County CAO at no additional charge other than the payment of the Support and Maintenance Fees. 7. Taxes. All payments hereunder shall be in U.S. dollars and shall be net of any taxes, tariffs or other governmental charges. Contractor shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Contractor may be required to collect or pay upon the sale, use or delivery of the support and maintenance services described in this Support and Maintenance Agreement shall be paid by County and such sums shall be due and payable to Contractor upon receipt of an invoice therefore. Any taxes levied in relation to the services required for a Release shall be paid by County. For the sake of clarity, all of the fees listed in this Support and Maintenance Agreement are not inclusive of any applicable taxes: the County shall be responsible for the payment of any applicable duties and sales/consumption taxes; however, Collier County is exempt from sales tax under Florida Statutes, Chapter 212, and from federal excise tax. 8. Intellectual Property. Title to and ownership of all proprietary rights in the Releases and all related proprietary information supplied by Contractor in providing the services pursuant to this Support and Maintenance Agreement shall at all times remain with Contractor, and County shall acquire no proprietary rights by virtue of this Support and Maintenance Agreement. 9. Termination of Support and Maintenance Services. a) Termination for Cause. Should either Party materially breach this Agreement, the other Party must notify the breaching party in writing of such a default (a "Default Notice"). Upon receipt of a Default Notice, the defaulting Party must cure the breach within thirty (30) days or the other Party shall have the right to terminate this Agreement for Cause. b) Termination for Convenience. The County may terminate this Agreement for convenience with a sixty (60) day written notice. In the event of Termination for Convenience, Contractor will be compensated for all software installed, all services performed, and all other costs incurred in accordance with this Agreement up to and including the date of termination. c) Effect of Termination. Contractor shall neither refund any Support and Maintenance Fees nor any Billable Fees if this Support and Maintenance Agreement is terminated for convenience. County acknowledges that if this Support and Maintenance Agreement is terminated for convenience, then it will not be eligible to receive the benefits of this Support and Maintenance Agreement including the right to Releases. 10. Corrections of Errors and Service Levels. 10.1 Mission Critical Processes. The following Application Software processes shall be considered mission critical ("Mission Critical Processes") when determining the priority of Application Softwareincidents: • Maintain the interfaces between the Contractor systems and other County systems, including IVR system, InfoSend bill printing system, InfoSend eBill system, third party credit card processing system, Estoppel system, MVRS meter reading system, ESRI GIS system, and the SAP accounting system. • The ability to generate utility bills • The ability to complete billing runs for multiple billing cycles • The ability to export data to file for offsite printing • The ability to enter meter readings or import meter reading data from The County's external meter reading system • The ability to calculate charges, and post adjustments the ability to post payments • The ability to interface to the County Clerk's financial management system • The ability to close out a day/month/cycle • The ability to enter and process work orders. CAO • The ability to provide data to the County web site that allows customers to pay their utility billson-line. • Ability to interface to the IVR system inbound and outbound. • Ability to interface to the Estoppel system • Ability to interface to Cityworks • Ability to interface to Collier GIS system 10.2 Priority Classifications. Application Software incidents that are verified to be software discrepancies shall be given a priority classification defined as follows: Priority 0 - Full System Down • Billing system inaccessible to all staff. • We will contact you within 30 minutes. Priority 1 - Business critical issue, no alternate solution available • Issues which are interrupting full business processes; there are no alternate solutions. • We will contact you within the same business day. Priority 2 - Medium to high business impact, alternate solution available • Issues that are causing errors or single functions that are not working, there is an alternate solution. • You will be contacted within 2 business days. Priority 3 - Minimum immediate business impact or product enhancement • Request for change, knowledge, or future enhancements. • You will be contacted within 3 business days. 10.3 Service Levels. The Contractor agrees to respond to any notice from the County of any incident in the Application Software within one (1) hour after the Contractor receives said notice from the County for all Priority 0 and Priority 1 incidents. The Contractor will respond to any notice from the County of all other incidents in the Application Software within one(1) hour after the Contractor received said notice from the County unless said notice is received after 6:30pm eastern time in which case, the Contractor shall respond to the County by 9am EST the next business day. i. The Contractor shall correct any Priority 0 incidents in the Application Software within thirty-six (36) consecutive clock hours after notification of the error, ii. Any Priority 1 incidents within seven (7) business days after notification of the incident, any Priority 1 incident within twenty-five (25) business days after notification of the incident, iii. Any Priority 2 incident within forty-five (45) business days after notification of the incident and iv. Any Priority 3 incident within ninety (90) business days after notification of the incident. 10.4 If a Priority 1 incident causes the County personnel to perform more than six(6) hours of additional work over a two (2) day or less period of time, or if a Priority 1 incident has not been resolved within seven (7) business days after the Contractor received notification of the incident, the County personnel shall notify the Contractor and priority classification of the Priority 1 incident shall immediately be escalated to a priority classification of Priority 0. 10.5 If a Priority 0 incident remains unresolved for more than thirty-six (36) consecutive clock hours from the time the Contractor receives notice of the Priority 0 incident, or if a Priority 1 incident remains unresolved for more than seven (7) business days from the time the Contractor receives notice of the Priority 1 incident, and the incident cannot be resolved by remote access, at the County's sole option, the Contractor may be required e to immediately dispatch a Contractor support person that is experienced in supporting the Application Software to the County's location to correct the Priority 0 or Priority 1 incident. 10.6 The Contractor's support person shall remain on-site at the County location until the Priority 0 or Priority 1 is corrected. If a Contractor support person is dispatched to the County to correct a Priority 0 or Priority 1 it shall be at the Contractor's sole expense unless the incident was materially caused by the actions or inactions of the County's employees or agents. 10.7 If a Priority 0 or Priority 1 incident is caused by a hardware error or the negligence of the County, the Contractor shall not be required to correct the Priority 0 or Priority 1 incident within the timeframes defined in this section 10. 10.8 If a Priority 0or Priority 1 incident is caused by a hardware error or the negligence of the County, the Contractor shall not be required to correct the Priority 0 or Priority 1 incident within the timeframes defined in this section 10. 11. Additional Terms of Application Software Support, 11.1 Software Maintenance Service. The Contractor shall make software maintenance service, (hereinafter "Software Maintenance Service"), available to the County. The Contractor shall offer Software Maintenance Service to the County for the Application Software on an annual basis. Software Maintenance Service shall include, but not be limited to, the following: a. unlimited support services concerning the use of the Application Software, including, but not limited to, telephone support and remote access support. b. correction of all errors found in the Application Software within the timeframes defined hereinabove. c. correction of any Application Software non-conformances to the System Specification within the timeframes defined in Section 6.0 of this Exhibit. d. one (1) copy of each subsequent update, revision, release or new version of the Application Software and related user and technical documentation for each subsequent update, revision, release or new version. A new version of the Application Software shall include new versions that are upgraded or re-written to operate on a different development platform, operating platform, or operate using a different database product, or on a different operating system, nor shall it include any source code nor proprietary software or configurations not relevant to County's system e. one (1) copy of the new or updated documentation for the Application Software which accurately reflects the changes in the update. revision, release or new version of the Application Software. f. installation, by the Contractor, of each update, revision, release or new version of the Application Software on the County's Network. The Contractor shall first perform the installation in the County's test environment. After the County has tested the update, revision, release or new version of the Application Software in the test environment, the Contractor will perform the installation in The County's live environment. g. At least a quarterly review and optimization of the County's Application Software and data base and at any other agreed upon time. CAO 11.2 On-site support shall be available to the County at the Contractor's cost and at no additional charge to the County where on-site support is necessary to correct incidents, problems, deficiencies, defects or errors in the Application Software which cannot otherwise be corrected by way of remote support. 11.3 Annual Software Maintenance Fee. The Contractor shall make Software Maintenance available to the County for the annual fees outlined in Exhibit E, (hereinafter "Software Maintenance Fee") based on the currently supported software applications. Increase to the annual Software Maintenance Fee shall not exceed seventy five percent (75%) of the February Consumer Price Index for All Urban Consumers (CPI-U) for Miami-Fort Lauderdale-West Palm Beach, FL. for the next year. Over any two (2) year period, the cumulative increase shall not exceed five (5) percent per year. 11.4 If the County increases the number of active billing customers or increases the number of concurrent user licenses as defined in Section 3.0, the Contractor may increase the Software Maintenance Fee by up to ten percent(10%) of the cost for the additional active billing customers or the additional concurrent user licenses. 11.5 If the County elects to receive software maintenance on a time-and-materials basis, all guaranteed service levels outlined in this Exhibit A-2 shall be null and void. In addition, system upgrades will no longer be provided at no charge. 11.6 Modifications in Updates, Revisions, Releases and New Versions. All future updates, revisions , releases or new versions of the Application Software as provided by the Contractor shall not affect the previous custom Modifications that have been performed by the Contractor, examples of which may include, but not be limited to, processes and reports. If the installation of a future update, revision, release or new version of the Application Software causes a previous custom Modification to not perform as originally written or as defined in the custom Modification Specification, the Contractor shall, within five (5) business days, advise the County of a reasonable timeframe needed to correct the Modification. The timeframe shall be based on a mutually agreeable schedule,and shall be at no charge to the County, so that the previous custom Modifications function as originally written or as defined in the custom Modification Specification. 11.7 Source Code Escrow. The Contractor shall deliver to its affiliated Harris business unit, NorthStar a magnetic tape, CD or DVD onto which shall have been recorded the Source Code for the Application Software (as here in after defined), together with the required supporting documentation, which shall be held by the NorthStar subject to the terms and conditions of this Section 11.7 at no cost to the County. Future updates of the Source Code and supporting documentation shall be provided to NorthStar with each update, revision, release or new version of the Application Software provided to the County. The County shall be entitled to reasonably verify compliance with the provisions of this section from time to time with NorthStar, and Contractor shall provide to the County the contact information of NorthStar employees in order to so confirm upon request. The release of escrowed Source Code shall only be triggered if Contractor (1) becomes insolvent, executes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings, and it continues to be subject to bankruptcy proceedings ninety(90) days following either its application into bankruptcy protection or the commencement of such proceedings, or (2) has transferred all or substantially all of its assets or obligations set forth in this Agreement to a third party which has not assumed all of the obligations of Contractor set forth in this Agreement. 11.7.1 For purposes of this Exhibit the term "Source Code" shall mean the source code or codes of the Application Software including all updates, revisions, releases or new versions of the source code to correspond with all updates, revisions, releases or new versions of the Application Software which are provided to the County by the Contractor from time to time, and shall include supporting documentation in sufficient detail to enable Ct'�O� the NorthStar on behalf of the County to use, support, maintain and enhance the Application Software. 11.7.2 Except as provided for under this Section 11.7 (including subpart), the County shall Not divulge,disclose or otherwise make available to any other party(other than its officers, employees, agents and subcontractors), or use the Source Code or any other documentation or confidential information of any kind provided by the Contractor to the County in connection therewith without the prior written consent of the Contractor. 11.7.3The County acknowledges that title and ownership of the Source Code shall at-all times remain vested in the Contractor. 11.7.4 Except as provided for in this Agreement,the County shall not divulge to any person any confidential information or intelligence contained within or forming a part of the Source Code without the prior written consent of The Contractor. 11.7.5 The County shall use reasonable efforts to maintain the secrecy of the confidential information or intelligence contained within or forming part of the Source Code and shall disclose it only to those of its officers, employees, agents and subcontractors on a need to know basis. 11.7.6 The County shall not make use of the information or intelligence contained within or forming part of the Source Code for the purpose of appropriating any commercial business opportunity available to the Contractor. 11.7.7. In addition to every other remedy available to the Contractor at law or in equity, in the event that the County shall breach any of the within confidentiality provisions of this Section 11.7(including subparts), it shall account to the Contractor for any benefit derived by the County by reason of such breach, and the County shall otherwise be liable to the Contractor for any actual damage (but not including any incidental or consequential damages)caused to it as a result of such breach, subject to the limit of County's sovereign immunity established in Section 768.28, Florida Statutes. 11.8 The County System Access Policies. The Contractor agrees to adhere to, and abide by, the County policies defined in Schedule D, the County Network Access Policies, regarding the Contractor access and use of the Network. Each Contractor employee that will be accessing the Network must complete and sign the County policies documents listed in Schedule D. CAO EXHIBIT A-3 Professional Services Terms Agreement#21-001-NS "Utility Billing & Customer Service Integrated Software System" 1.0 Definitions. 1.1. Licensed Programs. Licensed Programs" is defined as those the Contractor computer software programs, as more particularly described in Schedule A, Licensed Programs. 1.2. Modification. "Modification" is defined as any change to the Licensed Programs that has been performed by Contractor for the County. 1.3. Modification Specifications. "Modification Specifications" is defined as the County approved functional and technical specifications for all Modifications to the Licensed Programs. 1.4. Application Software. "Application Software" is defined as the Licensed Programs and the Modifications. 1.5. Network. "Network" is defined as the County network on which the Application Software will be operated. 1.6. System. Then entire computer system ("System") is defined as the Application Software and the Network. 1.7. Days. The term "days" as used in this Exhibit shall be defined as calendar days unless the term "days" is otherwise specified in this Exhibit. If a day is designated as a "business day" rather than a calendar day and such business day falls on a County holiday, the time period shall be extended to the next business day. 2.0 Harris Consulting Services. From time to time the County may request that consulting services be provided by Contractor. Contractor shall, with the participation of County personnel, perform an analysis of the requested consulting services and provide the County with a written quote for the services. The quote shall include, but not be limited to: • A reasonably detailed description of the services to be provided. • The cost of the services. • A timeline for the completion of the services. Within five (5) days of receiving a quote for consulting services, the County shall either approve or reject the quote. Contractor shall not perform any of the consulting services, and the County shall not incur any costs associated with the consulting services until after the County has approved the quote in writing and the parties have agreed upon a Change Order or Purchase Order for said services. 3.0 Modifications to the Application Software. 3.1 Modification Specifications, From time to time the County may request that Contractor make a change to the Application Software. Contractor shall, with the participation of County personnel, perform a detailed analysis of the requested change. Such analysis shall include, but not be limited to, the following: (i) reviewing and discussing the (cA:U change in detail with County personnel; (ii) reviewing the capabilities of the Application Software and determining if a Modification is required to satisfy the requested change; (iii) identifying how the Application Software will be able to be modified to satisfy the requested change; (iv) identifying the impact of the Modification on the Application Software and on the System; (v) identifying any system problems that may result from the Modification; (vi) providing written specifications for the Modification ("Modification Specifications"); the Modification Specifications shall include, but not be limited to,the following: - An overview of the functionality of the Modification. - A detailed step-by-step processing narrative that describes how the Modification will operate. - A description of all calculations, data verifications, and any sequencing or timing considerations. - Documentation of any changes to screen layouts or new screen layouts and samples of the new screen layouts. - Documentation of any changes to report formats or new report formats and samples of the new report formats. - A statement of impact to the existing system. The statement of impact must identify any issues that could arise from implementing the Modification that could negatively affect the performance of the Application Software or the System. - A description of any user training that will be required prior to the implementation of the Modification. - The estimated cost of the Modification. - The implementation timeline for the development and testing of the Modification. All costs for the development, testing. training, and implementation of a Modification shall be included in the Modification Specification. The County shall not be charged any additional fees for a Modification without the County's prior written approval. 3.2 Review and Correction Period. The County shall have ten (10) business days after receipt of the Modification Specifications to review the Modification Specifications to determine whether they meet the requirements of the County. If the Modification Specifications do not satisfy the County's requirements, the County must notify Contractor of any errors or exclusions within that ten (10) business day period. Contractor shall then have five(5) business days after such notice to amend the Modification Specificationsto correct all errors and exclusions. The amended Modification Specifications will then be presented to the County for approval as described above. For any subsequent reviews of the Modification Specifications by the County and correction of the Modification Specifications by Contractor after the first cycle of review and correction, each Party will be limited to five (5) business days to perform the review or correction of the Modification Specifications as described above. Contractor shall not perform any Modification, and the County shall not incur any charges for the Modification, until the County has approved the Modification Specifications in writing and has provided Contractor with a purchase order for the Modification. 4.0 Modification Installation. On or before the dates specified in the Modification Specifications, Contractor shall complete the development of the Modification and provide the Modification to the County for installation and testing. The County shall install the Modification within the mutually agreed time frame using installation instructions provided by the Contractor and, if applicable, with prior mutually agreed onsite assistance at the hourly rates identified in Schedule E. If the County is not able to complete the installation of the Modification using the provided installation instructions, Contractor shall provide assistance to the County as necessary to complete the installation of the Modification. CAO 5.0 Modification Acceptance Testing. 5.1 Acceptance Testing. Upon completion of the installation of the Modification, the County will test the Modification on the Network to determine whether the Modification, used in conjunction with the Application Software and the Network, operates in accordance with the Acceptance Tests set forth in Section 5.2 below("Acceptance Testing"). The Acceptance Testing for the Modification will be conducted by the County within a timeframe that is mutually agreed to in writing by Contractor and the County. 5.2 Acceptance Tests. The following testing criteria will be used by the County in testing a Modification ("Acceptance Tests"): (a) The Modification meets the specifications and functions set forth in the Modification Specifications. (b) The Modification is able to operate on any Network input device and all Network input devices that meet or exceed the current published Contractor hardware specifications that may simultaneously run the Modification. (c) Any reports generated by the Contractor should be exportable to excel and printable and formatted for printing to any Network printer which meets or exceeds currently published hardware specifications of the Contractor. The determination of the satisfaction of the test criteria during the Acceptance Tests shall be solely at the reasonable discretion of the County. 5.3 Review and Correction. The County will either(i) notify Contractor in writing that the Modification meets the Acceptance Tests and is accepted by the County, (referred to as "Modification Acceptance"); or (ii) notify Contractor in writing that the Modification fails to meet the Acceptance Tests. The County shall be deemed to have accepted the Modification in the event no written notice of acceptance or deficiencies is provided to Contractor on or before expiration of the aforesaid acceptance test period. If The County notifies Contractor that the Modification does not satisfy any or all of the Acceptance Tests, the County will set forth a list of the errors or omissions which have caused the Modification not to meet the Acceptance Tests to the extent known by the County. After notification of a failure of the Modification to meet the Acceptance Tests, Contractor shall have ten (10) business days from the date that Contractor receives the list of errors and omissions to modify or improve the Modification to meet the Acceptance Tests. The Modification will then be retested in the same manner as described above in Section 5.2 and Section 5.3. 6.0 Contractor Billing Rate. See Schedule E. 7.0 Subcontractors. Unless expressly provided for in this Agreement, Contractor shall not use any subcontractors to perform its responsibilities as defined in this Exhibit unless agreed to in writing by the County. Contractor acknowledges its responsibility for ensuring that the subcontractors that are used are "qualified" (as defined in the County, Florida Ordinance 87-25) and meet all legal requirements applicable to and necessitated by this Exhibit, including , but not limited to proper licenses, certifications registrations and insurance coverage. Further, the County may direct Contractor to remove/replace any subcontractor that is found to be non-compliant with this requirement at no additional cost to the County. C-i; SCHEDULE A LICENSED PROGRAMS The following is a current list of the Contractor Licensed Programs. This list is subject to modification at any time during this Agreement: APPLICATION Utility Billing Customer Information Service Location Information Meter/Device Information Utility Billing Administration Meter Reading Management Batch Entry Management Periodic Transaction Management Cash Receipting Report Management Miscellaneous Accounts Receivable Rate Study Financed Impact Fees Technical Services Work Order Management Inventory Management Facilities Maintenance Management Transfer to General Ledger Interface to the Invoice Cloud IVR system Interface to the Invoice Cloud system Report Management System Administration Company Information Management User Security/Settings Management Technical Services Configuration General Ledger Configuration Task Schedulers and Reminders 0 -Mail: Internal Messaging System CAO EXHIBIT B Licensed Products The following is a list of the current Contractor Licensed Products: APPLICATION • Utility Billing • Customer Information Service Location Information Meter/Device Information Utility Billing Administration Meter Reading Management Batch Entry Management • Periodic Transaction Management Cash Receipting • Report Management • Miscellaneous Accounts Receivable Rate Study o Financed Impact Fees Technical Services • Work Order Management Inventory Management • Facilities Maintenance Management Transfer to General Ledger • System Administration • Company Information Management User Security/Settings Management Technical Services Configuration General Ledger Configuration • Task Schedulers and Reminders • 0-Mail: Internal Messaging System & SMTP Integration • Excess Strength • Cityworks API • InvoiceCloud API Interface for web and IVR • SAP nightly interface file • Bill printer flat file & custom Collier bill format • Custom call outs & contact logging CAO EXHIBIT C Master Biller Aareement between Collier County. Invoice Cloud. Inc.. and N. Harris Computer Corporation c90 Master Biller Agreement THIS MASTER BILLER AGREEMENT("Agreement"),entered as of the dayby of 2021 and between the Collier County,a political subdivision of the State of Florida(the"Biller"),and Invoice Cloud,Inc.("Invo e Cloud"),with its address at 30 Braintree Hill Office Park, Suite 101, Braintree, MA 02184 and N. Harris Computer Corporation ("Harris"), authorized to do business in the State of Florida(individually and collectively, "Platform Provider"). WITNESSETH: WHEREAS,the Biller has determined that it is desirable and in its best interest to enter into this Agreement with Platform Provider;and WHEREAS,Platform Provider is willing to provide such requested utility billing technology platform and services on the terms and conditions hereinafter set forth. NOW,THEREFORE,in consideration of the premises and mutual covenants herein contained,consideration for which is adequate and receipt of which is hereby acknowledged,the parties hereto,intending to be legally bound,agree as follows: 1.License Grant&Restrictions. Platform Provider hereby grants Biller a non-exclusive,non-transferable,worldwide right to use the Service described on the Biller Order Form until termination as provided herein,solely for the following purposes,and specifically to bill and receive payment from Biller's own customers,for Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Platform Provider and its licensors. Biller will provide to Platform Provider all Biller Data generated for Biller's Customers. Unless otherwise expressly agreed to in writing by Platform Provider to the contrary, Platform Provider will process all of Biller's Customers' Payment Instrument Transactions requirements related to the Biller Data and will do so via electronic data transmission according to our formats and procedures for each electronic payment type selected in the Biller Order Form. In addition,Biller will sign all third party applications and agreements required for the Service including without limitation payment and credit card processing agreements and merchant agreements including without limitation Biller entering into an agreement with NCR as a merchant processor, unless otherwise agreed by Invoice Cloud.For invoice types listed on the Order Form (e.g. real estate taxes, utility bills, parking tickets, insurance premium, loans, etc.), Biller will not use the credit card processing, ACH or check processing of any bank,payment processor,entity,or person,other than Platform Provider via electronic data transmission or the authorization or processing of Biller's Customers' Payment Instrument Transactions for each electronic payment type selected in the Biller Order Form throughout the term of this Agreement. Biller shall not: (i) license,sublicense,sell,resell,transfer,assign,distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) Recreate, "frame" or"mirror" any portion of the Service on any other server or wireless or Internet-based device; (iv) reverse engineer or access the Service; or (v) copy any features, functions or graphics of the Service. 2. Privacy & Security. Platform Provider's privacy and security policies may be viewed at http://www.invoicecloud.com/privacy.html. Platform Provider reserves the right to modify its privacy and security policies in its reasonable discretion from time to time which modification shall not materially adversely impact such policies. Platform Provider will maintain compliance with current required Payment Card Industry (PCI)standards and Cardholder Information Security standards. 3.Account Information and Data. Platform Provider does not and will not own any Customer Data,in the course of providing the Service. Biller, not Platform Provider,shall have sole responsibility for the accuracy,quality, integrity, legality,and reliability of,and obtaining the intellectual property rights to use and process all Customer Data. In the event this Agreement is terminated, Platform Provider will make available to Biller a file of the Customer Data within 30 days of termination of this Agreement(or at a later time if required by applicable law), if Biller so requests at the time of termination. Platform Provider reserves the right to remove and/or discard Customer Data with 30 daysnotice except as prohibited by applicable law or in the event of exigent circumstances which makes prior notice impracticable, and in which case, notice will be provided promptly thereafter. 4.Confidentiality/Intellectual Property Ownership. Platform Provider agrees that it may be furnished with or otherwise have access to Customer Data that the Biller's customers considers being confidential. Platform Provider agrees to secure and protect the Customer Data in a manner consistent with the maintenance of Platform Provider's own Confidential Information,using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information, but in no event use less than commercially reasonable measures. Platform Provider will not sell,transfer,publish,disclose,or otherwise make available any portion of the Customer Date to third parties,except as required to perform the Services under this Agreement or otherwise required by applicable law. Invoice Cloud, Inc. (and its licensors,where applicable) owns all right,title and interest,including all related Intellectual Property Rights,in and to the Invoice Cloud, Inc. Technology, the Content and the Service and any enhancement requests, feedback, integration components, suggestions, ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating to the Service.In the event any such intellectual property rights in the Platform Provider Technology,the Content or the Service do not fall within the specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by Invoice Cloud, Inc., Biller hereby irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such intellectual property rights to Invoice Cloud,Inc..The Invoice Cloud,Inc.name,the Invoice Cloud,Inc.logo,and the product names associated with the Service are trademarks of Invoice Cloud,Inc.or third parties,and no right or license is granted to use them. CAO Master Biller Agreement Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be furnished with or otherwise have access to information that Platform Provider considers to be confidential including but not limited to Invoice Cloud,Inc.Technology, customer and/or prospective customer information, pricing and financial information of the parties which are hereby deemed to be Invoice Cloud,Inc. Confidential Information,or any other information by its very nature constitutes information of a type that any reasonable business person would conclude was intended by Invoice Cloud, Inc. to be treated as proprietary, confidential, or private (the "Confidential Information"). Biller agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Invoice Cloud, Inc.'s rights therein,using at least as great a degree of care as it uses to maintain the confidentiality of its own confidential information,but in no event use less than reasonable efforts. Biller will not sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information of the other party to third parties (and will ensure that its employee and agents abide by the requirements hereof), except as expressly authorized in this Agreement or otherwise required by applicable law. Confidential Information, trade secrets and proprietary business information shall be as defined under Florida law and exempted from disclosure under the Florida Public Records Act, Chapter 119,Fla.Stat. 5.Billing and Renewal. Platform Provider fees for the Service are provided in the agreement by and between N.Harris Computer Corporation and Biller,dated as of ,2021 (the"Harris Contract").If Biller believes Biller's bill or payment is incorrect,Biller must provide written notice to Platform Provider within 60 days of the earlier of the invoice date,or the date of payment,with respect to the amount in question to be eligible to receive an adjustment or credit;otherwise such bill or payment is deemed correct. Platform Provider reserves the right to modify any pricing with respect to fees owed by the Biller upon thirty days written notice to Biller based on increases incurred by Platform Provider on fees,assessments,and the like from credit card processers,bank card issuers,payment associations,ACH and check processers. 6.Term and Termination.The term of this Agreement shall be as provided in the Harris Contract. The Agreement may be terminated by either party with cause in the event of a material breach of the terms of this Agreement by the other party and the breach remains uncured for a period of 30 days following receipt of written notice by the breaching party. For example, any unauthorized use of the Platform Provider Technology or Service by Biller, or its authorized users will be deemed a material breach of this Agreement. Upon any early termination of this Agreement by Platform Provider as a result of the breach,Biller shall remain liable for all fees and charges incurred,and all periodic fees owed through the end of the calendar month following the effective date of termination.Upon any termination or expiration of this Agreement, Biller's password and access will be disabled and Biller will be obligated to pay the balance due on Biller's account computed in accordance with the Charges and Payment of Fees section above.Biller agrees that Platform Provider may charge such unpaid fees to Biller's Debit Account or credit card or otherwise bill Biller for such unpaid fees. 7. Platform Provider Responsibilities. Platform Provider will provide the Platform Provider Service in material conformity with the SOW attached as Exhibit A to this Agreement.Platform Provider represents and warrants that it has the legal power and authority to enter into this Agreement. Platform Provider warrants that the Service will materially perform the functions that the Biller has selected on the Order Form under normal use and circumstances and that Platform Provider shall use commercially reasonable measures with respect to Customer Data to the extent that it retains such, in the operation of the Service; provided that the Biller shall maintain immediately accessible backups of the Customer Data. In addition, Platform Provider will,at its own expense,as the sole and exclusive remedy with respect to performance of the Service, correct any Transaction Data to the extent that such errors have been caused by Platform Provider or by malfunctions of Platform Provider's processing systems. 8.Limited Warranty EXCEPT AS PROVIDED IN SECTION 7,THE SERVICES AND ALL CONTENT AND TRANSACTION DATA IS PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT REPRESENT OR WARRANT THAT(A)THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE,OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT DELAY IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH RESPECT TO SIZE OR VOLUME. Platform Provider 's service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications.Invoice cloud is not responsible for any delays,delivery failures,or other damage resulting from such problems. Biller represents and warrants that Biller has not falsely identified itself nor provided any false information to gain access to the Service and that Biller's billing information is correct. 9. Biller's Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into this Agreement. Biller is responsible for all activity occurring under Biller's accounts and shall abide by all applicable laws,and regulations in connection with Biller's and/or its customers' and a payers' use of the Service, including those related to data privacy,communications, export or import of data and the transmission of technical, personal or other data. Biller shall: (i) notify Platform Provider immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Platform Provider and immediately stop any copying or distribution of Content that is known or suspected to be unauthorized by Biller or Biller's Users; and (iii) obtain consent from Biller's customers and payers to receive notifications and invoices from Platform Provider. Platform Provider is not responsible for any Biller postings in error due to delayed notification from credit card processor,ACH bank and other related circumstances.Biller agrees and acknowledges that in the event that Biller has access to,receives from,creates,or receives protected health information,or Biller has access to,creates,receives, maintains or transmits on behalf of electronic protected health information(as those terms are defined under the privacy or security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment Act of 2009 ("ARRA"),during the E_39<, 12 CAO Master Biller Agreement performance under this Agreement, it will comply with all such law,regulations and rules related thereto. Biller alone shall be responsible for Chargebacks.Biller is responsible for all activity occurring under Biller's accounts and shall abide by all applicable laws, and regulations in connection with Biller's and/or its customers'and a payers'use of the Service,including those related to data privacy,communications,export or import of data and the transmission of technical,personal or other data.Biller shall: (i)notify Invoice Cloud immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Invoice Cloud and immediately stop any copying or distribution of Content that is known or suspected to be unauthorized by Biller or Biller's Users;and (iii) not impersonate another Invoice Cloud user or provide false identity information to gain access to or use the Service. Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of services and adjustment of Transactions. Biller is also required to disclose a refund, return or cancellation policies to Platform Provider and any applicable payment processors and Biller's Customers,as requested.Any change in a return/cancellation policy must be submitted to Platform Provider,in writing, not less than 21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment,or cancellation of services in connection with a Transaction previously processed,Biller will prepare and deliver to Platform Provider Transaction Data reflecting such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment cannot exceed the amount shown as the total on the original Transaction Data.Biller may not accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer's account; nor may Biller give cash/check refunds to a Customer in connection with a Transaction previously processed,unless required by applicable law 10.Indemnification. Platform Provider shall indemnify and hold Biller,employees,attorneys,and agents,harmless from any losses,liabilities, and damages (including, without limitation, Biller's costs, and reasonable attorneys' fees) arising out: (i) failure by Platform Provider to implement commercially reasonable measures against the theft of the Customer Data; or (ii) its total failure to deliver funds processed by Platform Provider as required hereunder(which relates to payments due from Platform Provider for Transaction Data).This indemnification does not apply to any claim or complaint relating to Biller's failure to resolve a payment dispute concerning debts owed to Biller or Biller's negligence or willful misconduct or violation of any applicable agreement or law. 11.Fees. Platform Provider will not charge fees related to the initial setup, initial implementation and personalization of its standard Service unless a fee is included in the Biller Order Form. Platform Provider will charge the Biller or payer fees as provided in the Biller Order Form. In addition, Platform Provider reserves the right to charge for changes to the setup, implementation or personalization performed after the completion of initial setup or implementation and any other requested work or changes including the following services,at its then standard rates: • new file/biller set up • template changes • custom reports and other custom development • new bill printer support • invoice file format changes resulting in revision of integration/data translation • re-implementation of a site/system and/or new billing system • payment file revisions • loading pdfs and importing/loading invoices • conversion of biller customer registrations/passwords (post initial implementation) • balance forward of invoices • other out of scope services 12.Limitation of Liability.INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages,so the exclusions set forth above may not apply to Biller. 13.Export Control.The Biller agrees to comply with United States export controls administered by the U.S.Department of Commerce,the United States Department of Treasury Office of Foreign Assets Control,and other U.S.agencies. 14.Notice.Either party may give notice by electronic mail to the other party's email address (for Biller,that address on record on the Biller Order Form,or by written communication sent by first class mail or pre-paid post to the other party's address on record in Platform Provider 's account information for Biller,and for Platform Provider,to Platform Provider,Inc., 30 Braintree Hill Office Park,Suite 303,Braintree, MA 02184 Attention:Client Services. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post)or 12 hours after sending(if sent by email). Page 13 CAU Master Biller Agreement 15.Assignment.This Agreement may not be assigned by either party without the prior written approval of the other party,but may be assigned without such party's consent to(I)a parent or subsidiary, (ii)an acquirer of assets,or(iii)a successor by merger.Any purported assignment in violation of this section shall be void. 16.Insurance. Invoice Cloud,Inc.agrees to maintain in full force and effect during the term of the Agreement,at its own cost,the following coverages: a. Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each occurrence and Two Million ($2,000,000)general aggregate. b. Umbrella Liability Insurance with minimum combined single limits of Five Million ($5,000,000) each occurrence and Five Million ($5,000,000)general aggregate. c. Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than One Million ($1,000,000) for any one occurrence,with respect to each of the Invoice Cloud, Inc.'s owned,hired or non-owned vehicles assigned to or used in performance of the Services. d. Errors and Omissions Insurance (Professional Liability and Cyber Insurance) with limits of liability of at least One Million Dollars ($1,000,000) per claim and in the aggregate. 17. Immigration Laws. For Services performed within the United States, Platform Provider will assign only personnel who are either citizens of the United States or legally eligible to work in the United States. Platform Provider represents and warrants that it has complied and will comply with all applicable immigration laws with respect to the personnel assigned to the Biller. 18.General.With respect to agreements with municipalities,localities or governmental authorities,this Agreement shall be governed by the law of the state of Florida.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. No text or information set forth on any other purchase order,preprinted form or document(other than a Biller Order, if applicable) shall add to or vary the terms and conditions of this Agreement.If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable,then such provision(s)shall be construed,as nearly as possible,to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment,or agency relationship exists between Biller and Platform Provider as a result of this agreement or use of the Service.The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Platform Provider in writing. All rights and obligations of the parties in Sections 4, 6, 10, 12, 14, 18,and 21 shall survive termination of this Agreement.This Agreement,together with any applicable Biller Order Form,comprises the entire agreement between Biller and Invoice Cloud,Inc.and supersedes all prior or contemporaneous negotiations,discussions or agreements,whether written or oral between Biller and Invoice Cloud,Inc.regarding the subject matter contained herein.Biller agrees that Platform Provider can disclose the fact that Biller is a paying customer and the edition of the Service that Biller is using.Except to the extent expressly stated in the General Services Agreement (GSA),the terms and conditions of the GSA do not apply to Invoice Cloud. 19.California Consumer Privacy Act of 2018 All capitalized terms used in this Section,not otherwise defined,shall have the meaning established in the California Consumer Privacy Act of 2018,as amended (Cal.Civ.Code§§1798.100 to 1798.199),and any related regulations or guidance provided by the California Attorney General("CCPA"). Regardless of Biller's status as a Business,Invoice Cloud is a"Service Provider"pursuant to CCPA.Invoice Cloud's obligations as a Service Provider include: a. Invoice Cloud will not Sell Personal Information. b. Invoice Cloud will not retain,use,or disclose Personal Information for any purpose other than for the specific purpose of providing the Service,as set out in the Biller Agreement,or as otherwise permitted by CCPA. c. Invoice Cloud will not retain,use,or disclose Personal Information for any commercial purpose other than providing the Service. d. Invoice Cloud shall provide reasonable assistance to Biller in facilitating compliance with Consumer rights requests. e. Upon direction by Biller,and with a commercially reasonable amount of time,Invoice Cloud shall delete the Personal Information. f. Invoice Cloud shall not be required to delete any of the Personal Information to comply with a Consumer's request directed by the Biller if it is necessary to maintain such information in accordance with Cal.Civ.Code§1798.105(d). Invoice Cloud shall promptly inform Biller of the exceptions relied upon under§1798.105(d)and Invoice Cloud shall not use the Personal Information retained for any other purpose than provided for by the exception or as otherwise permitted by CCPA. g. Invoice Cloud certifies it understands the prohibitions in this Section and will comply with them. h. If Invoice Cloud,in its sole discretion,uses a Service Provider to provide the Service,Invoice Cloud will enter into written agreements r gk 14 CAO Master Biller Agreement with such Service Providers requiring the Service Provider abide by terms substantially similar to this Section. i. In the event that Florida approves a Consumer Data Privacy Act into law,that law will establish the guidance and authority for this Section upon its effective date. 20.Interactive Voice Response Functionality License.Platform Provider hereby licenses to Biller,non-exclusive access to its proprietary IVR for Biller's internal use only. Indemnification.Biller agrees it will not use the IVR in any manner,shape or form that violates any local,state or federal law or regulation (including without limitation violations of Section 10 and Fair Debt Collection Practices Act, 15 U.S.C.§ 1692—1692p) and will defend and hold Platform Provider and its licensor harmless from any and all claims and will indemnify Invoice Cloud and its licensor against any and all costs,fines,penalties,causes of action and claims,including reasonable attorney's fees as a result of any act by Biller. Likewise, Platform Provider agrees it will not use the design or establish service in any manner,shape or form that results in an intellectual property rights infringement claim by any third party and will hold Biller harmless from any and all claims and will indemnify Biller against any and all costs and claims, including reasonable attorney's fees as a result of any third party intellectual property rights infringement claim against Invoice Cloud or Licensor. Legal Compliance. Biller shall comply with all applicable laws,regulations,or other requirements of any governmental authority which affect this Agreement and the Biller's performance hereunder.Notwithstanding anything to the contrary in the Biller Agreement and these terms and conditions or other agreement between the parties,Biller shall be responsible for compliance with all applicable law as it relates to the call flows,content,prompts,and data flows and the Biller's benefits and uses of the IVR,and the instructions and directions in the use of the IVR that it has provided.Though neither Platform Provider nor Licensor provides no legal advice to Biller, Biller understands the existence of,for example,Federal Trade Commission rules and regulations regarding do not call lists,legal calling times,and dialing cellular numbers,and shall abide by those and all other laws while using the IVR. 21. Definitions.As used in the Agreement and in any Biller Order Form now or hereafter: "Agreement"or"Biller Agreement"means these terms and conditions,any Biller Order Form,whether written or submitted online and any materials available on the Invoice Cloud website specifically incorporated by reference herein; "Biller Data"means invoices and bills of the Biller; "Biller Order Form"means the order form referencing the services to be performed by Invoice Cloud and any add on services under any add on Biller Order Form. "Chargeback" is a reversal of a Transaction initiated by a credit card company,processor,bank or other financial institution including chargebacks,ACH rejects or reversals,disputes and other refunds or credits,that Biller previously presented to Invoice Cloud under this Agreement; "Content" means the information and documents contained or made available to Biller by Invoice Cloud in the course of using the Service; "Customer"shall include customers,taxpayers and users of services of Biller; "Customer Data"means any data,information or material provided or submitted by Biller or its Customers to the Service or the Biller's customers and/or payers in the course of using the Service; "Intellectual Property Rights" means unpatented inventions,patent applications, patents, design rights, copyrights, trademarks, service marks,trade names, domain name rights, mask work rights,know-how and other trade secret rights,and all other intellectual property rights, derivatives, integration components and application programming interfaces thereof,and forms of protection of a similar nature anywhere in the world; "Integration Components" means software,which integrates the Service with third party software, and any updates or revisions thereto. "Invoice Cloud,Inc.Technology"means all of Invoice Cloud's proprietary technology(including software,hardware,products,processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Biller or otherwise developed by Invoice Cloud in providing the Service; "IVR" means the software as service which provides interactive voice and communication response functionality,automated payments by voice and text,text(SMS) messaging,and related functionality,including inbound and outbound. "Payment Instrument Transaction" is transaction conducted between Biller and its Customers with respect to an account,or evidence of g< 15 CAO Master Biller Agreement an account,authorized and established between a Customer and a credit card association or issuer,or representatives or members thereof that Biller accepts from Customers as payment for the Services. Payment Instrument Transactions include, but are not limited to, transactions processed by credit and debit cards,ACH,EFT and Check 21 transactions,stored value cards,loyalty cards,electronic gift cards,authorized account or access numbers,paper certificates and credit accounts. "Order Form"or"Biller Order Form"means the form evidencing the initial subscription for the Service and any subsequent Biller Order Form,specifying,among other things,the services contracted for,the applicable fees,the billing period,and other charges as agreed to between the parties, each such Biller Order Form to be incorporated into and to become a part of this Agreement(in the event of any conflict between the terms of this Agreement and the terms of any such Biller Order Form,the terms of this Agreement shall prevail);. "Service(s)"means Invoice Cloud's billing and payment service,the Content,the Invoice Cloud Technology and other corporate services identified on the Biller Order Form,developed,operated,and/or maintained by Invoice Cloud,accessible via www.invoicecloud.com or another designated web site or IP address,or ancillary online or offline products and services provided to Biller by Invoice Cloud,to which Biller are being granted access under this Agreement,including the Invoice Cloud Technology and the Content; 'Transaction" is a transaction conducted between a Customer and Invoice Cloud (on behalf of Submitter) utilizing either a Payment Instrument or a bill presentment in which consideration is or to be exchanged or tax is or to be due between the Customer and Biller; "Transaction Data"is the written or electronic record of a Transaction.including but not limited to an authorization code or settlement record and Biller Data. IN WITNESS WHEREOF,the Parties hereto have executed,or caused to be executed by their duly authorized officials, this Master Biller Agreement effective on the date first above written. Witnesses: A-4i-ec€ N.Ha rcis Computer Corporation By: �i, -^ By: �' � Name printed:_ _$!}I_I p�E'IA 7( Name printed: Tb D ard,HAtDSot/ By:— tJ�Y ._-,^ Title: C-rCs __ -. . - - d► Name prince $ rr y.1JGLleod INVOICE CLOUD,INC. Witnesses: By: ..,,,:wk.,f +. / et' t.r k By: ,>.1,--1---f,�-tT, Name printed:��,,1_t'I,I)yj l[t_t� Name printed: P i: ,t,,_ : . By:_'' j)i. :_C- L.I.Q.--L� Title: - 4. c:; Name printed: __L.,.,t_:_L:()Df)flti+ r COL COUNTY Board of� . . ►, tissioners CC ir 9 ' ?' LKITh $ . al441.8 Name printed: c2.c �c' -c( aSt as t0 innon'S Title: '(,hp,�C� 14? e 110 IN ,,si t pprOved is tot a leg y eA i Scott R.Teach,Deputy County Attorney Pag.- 16 ICIO Master Biller Agreement Exhibit A Invoice Cloud Statement of Work Collier County Utility Billing and Customer Service (UBCS) Overview The Invoice Cloud (IC) suite of services (The Service) will give the Collier County Utility Billing and Customer Service (UBCS) (Biller) and its payers the ability to accept online payments for invoiced and non-invoiced items. The Service will allow the Biller to offer online payment processing in a securely hosted real-time environment. Biller's payers will be able to locate, view and print bills or invoices and payment records online and pay using credit cards, debit cards, and electronic checks. Definitions: 1. Biller—Merchant/Collier County 2. Payer—Client customer, resident, person paying a bill or invoice 3. EBPP—Electronic Bill Presentment & Payment 4. Bill—Bill and Invoice are used synonymously throughout this document 5. RTDR - Real-Time Data Refresh —collects and aggregates the data as soon as a user accesses a specific function 6. NTDR — Near-Time Data Refresh — integration that happens periodically; the data is collected immediately but it is not aggregated until later—data can be processed every day, every hour or even every few minutes 1. Security and Industry Compliance Invoice Cloud maintains full compliance with current applicable Payment Card Industry (PCI) standards, Cardholder Information Security Program (CISP) regulations and National Automated Clearinghouse Association (NACHA) rules and guidelines. Invoice Cloud will abide by such guidelines for the security of all cardholder data that Invoice Cloud possesses. a. PCI - Invoice Cloud will provide compliant storage of Biller's payer payment information that is certified by Visa/MasterCard. Data security measures are addressed during collection and transmission via SSL with our patent pending encryption technology. All confidential information will be treated in accordance with the PCI standards. b. Software as a Service (SaaS) Architecture —All Biller payer financial and payment information and the invoice presentment and payment processing application is housed offsite from Biller. c. Browser Compatibility - Invoice Cloud supports the most current version of the industry's most common browsers. 2. Data Integration Invoice Cloud maintains an integration with Harris inHance.The integration for Collier County Utility Billing and Customer Service (UBCS)will include the functionality found in Appendix B. 3. Payer Portal The Payer Portal is an electronic bill presentment and online payment portal where a Biller's customer (Payer) can view a bill and then proceed, within the same user interface, to make an online payment. 17 0 Master Biller Agreement a. Invoice Cloud will present bills electronically through a payer portal that is branded for Biller or via an email notification, if the Payer provides an email address. b. The electronic invoice presentment will simulate the paper invoice Biller uses and will be available in PDF and/or html format. c. The Service may provide the Payer the option of making a payment via credit card (Visa, MasterCard, American Express and Discover) or electronic check (also referred to as ACH, e-check, EFT). d. The Service provides the Payer a one-time online payment option without registration, and the capability to register to access Payer's account history, schedule a payment, or set up AutoPay payments. e. A Payer will have the ability to choose their payment date (also known as scheduled payments). f. The system will accept partial, full, or overpayments as defined by the Biller. g. The Payer will register with the Service using the authentication method designated by Biller. h. Linking Accounts - After registering with the Service, the Payer will be able to login into their account(s). If the Payer has multiple accounts and uses the same authentication information for all accounts, the Payer will be able to link their account and view from a single registration. The Payer will then have the option to choose which account they would like to pay or view in further detail. i. The Payer will receive an email confirmation of payment after any payment process. j. The Payer will have the ability to search and access historical bills once they register with the Service. The Service will store twenty-four(24) months of rolling history from the point of Biller's first invoice file upload to the Service. This includes invoice history and account history. k. Payers who have scheduled a payment or registered for AutoPay will receive email notification from the Service of pending payments. I. The Service includes shopping cart functionality. m. The Service will allow the Payer the option to elect paperless billing. n. A Payer registered for paperless billing will be automatically placed back on paper billing if their email address is undeliverable; notification of the Payer's undeliverable email address will be sent to Biller via email. o. The Service complies with Federal E-Signature Act for paperless billing and AutoPay by providing a system in which a Payer must confirm enrollment in paperless billing and/or AutoPay by responding to an email sent after the Payer registers for paperless billing and/or AutoPay through online self- service. 4. Biller Portal The Biller Portal is an administrative portal where Biller staff will have access to reporting,search customers, search invoices,search payments,initiate payments or credits, login as a Payer, modify email templates,etc. a. Biller can log in as the Payer on either the Biller or Payer Portal and make a payment on behalf of the Payer.There is an audit trail for who made the payment, and the source of every payment (CSR, Pay by Text, AutoPay, Web, IVR, etc.). b. Biller will have the capability of blocking future payments by specific Payer and payment method type (i.e. Credit Card or E-Check(ACH). c. Permissions — The Biller Portal includes a table of role based permissions, determined by the Biller's System Administrator. Each permission is applied to a user ID on an individual basis to maximize flexibility. The system administrator can allow or disallow access to functions such as viewing data, creating reports, resending email notices, processing payments,credits or refunds,editing email templates and more.Since it is controlled by Biller administrator, changes can be made quickly on an as needed basis. d. Administrative Email Notifications-Biller may set up the system to send several administrative notifications and request system notifications be sent to multiple staff members.This allows different departments to get the information they need in a timely manner. The notifications include: 8 Cq0 Master Biller Agreement • ACH Reject Notifications • Batch Close Notifications • Daily Management Report • File Processing Notifications • Month End Billing Invoice • Paperless Customer Email Bounce Daily Report • Request System Notifications(this is the ticketing system available in the Invoice Cloud payer portal). • Status Notifications (notifications of planned outages, new features, etc.) e. Biller Controlled Configuration Options — The Biller Portal includes several Biller controlled configurable options to customize the way payments and customer accounts are handled.The Biller will be able to configure for: • allowing Auto-Pay and scheduled payments • allowing customers to update their phone,email,or mailing address through the payer portal • allowing customers to pay less than,or more than the balance due based on receivable type • updating Refund Policy description • updating customer service phone number 5. Biller Portal - Reporting Biller can access a selection of pre-configured reports. Biller can schedule reports for immediate, daily, monthly,or date range activity. Most reports can be exported to csv file. All stored payment data is truncated,and this is reflected in all reports. 6. Payer Email Notifications Invoice Cloud provides a set of customizable email notification templates for each invoice type that are delivered for numerous events surrounding electronic invoice presentment and payment activity. Email notifications may be customized through the Biller Portal using a Word style editor and options to insert secure hyperlinks to website, links to electronic documents such as newsletter or bill inserts, and/or variable fields selected from the Biller's data file. a. Three (3) email notifications can be scheduled. The first notification is based on the number of days from the invoice due date. Second and third notifications will only be sent to Payers with an outstanding balance, a scheduled payment, or Payers who have signed up for Auto-Pay. b. At the discretion of Biller, Payer email notifications can be delivered for each of the following events. • First Invoice Email Notification • Second Invoice Email Notification • Third Invoice Email Notification • Payment Transaction Receipt • Declined Auto Pay Transaction • Late Fee Email Notification • Declined Scheduled Payment Notification • Registered Customer Welcome Email • AutoPay Registration Notification • Paperless Registration Notification • ACH Reject/Chargeback Notices (with reason codes and descriptors) • Credit Card Expiration Notification • Scheduled Payment Confirmation • AutoPay Reminder Notification • FlexPay Confirmation Notification • Scheduled Payment Reminder i9 co Master Biller Agreement • Paperless Off Confirmation • Online Bank Direct Payment Receipt • Check 21 Payment Receipt • Linked Accounts First Notice Notification • Linked Accounts Second Notice Notification • Linked Accounts Third Notice Notification • AutoPay Off Confirmation • Conveyed Customer Notification • Multiple Registered Customers Welcome Email • Recurring Scheduled Payment Confirmation • Recurring Scheduled Payment Canceled 7. Business Rules The Invoice Cloud solution is designed for flexibility for payers and Billers.There are many rules currently available and we will also undertake the creation of new business rules as we both agree.Each bill type operates independently and can accept different payment types as well as other business rules.At Biller's option, multiple business rules can be applied to each bill type. Invoice Cloud provides flexibility regarding business rules to support specific needs,including: a. Ability to allow partial payments,over payments,full balance only,or late fees. b. Ability to allow Scheduled Payments beyond the due date - The service is designed to accommodate biller specific business rules like allowing payments beyond their due date. 8. Implementation Process Invoice Cloud assigns an Implementations Manager (IM) to each Biller. The IM will be the Biller's primary contact during the implementation process and coordinates all necessary resources from Biller, Biller software company, Invoice Cloud, and any sub-contractors.The IM will provide the Biller with the following documents to facilitate the project: a. New Biller Questionnaire & Questionnaire Key— Documents critical information needed to setup and initiate the service including information on business rules and feature selection. b. Project Timeline—Details project schedule and milestones. c. Testing &Training Plan —This plan walks the Biller through a set of user acceptance testing criteria and facilitates training on the service. 9. Support &Training a. Business Hours—The business hours will be Monday through Friday from 8 a.m. to 8 p.m. Eastern Standard Time. Note: Biller Support hours are 8 a.m.to 8 p.m. EST. Payer Support hours are currently 8 a.m.to 4 p.m. EST. b. Help Desk-The Service will provide a helpdesk ticketing system for Biller within the Biller Portal to get help from Invoice Cloud client support team. This tool will allow Biller to track and retain resolutions for historical reference. c. Payer Support—The Payer Support is two tiered with Biller staff as the first line of support regarding account, registration and billing questions. Issues with the Invoice Cloud service operation or incorrect credit card charges will be routed to Invoice Cloud Client Support via telephone or a Biller helpdesk ticket. d. Biller Support- If Biller encounters an inquiry which they cannot resolve Biller will create a helpdesk support ticket. Invoice Cloud Customer Support will address the issue and if applicable provide training to Biller to allow the address of tickets in a timely matter; often within twenty-four (24) business hours. Biller and technical support is available during business hours. i,o Master Biller Agreement i. Routine Technical Support-Technical Support is available during business hours. Biller may call customer support directly; however, the use of the helpdesk ticketing system is encouraged as the preferred method of contact. Invoice Cloud staff views all tickets as they are submitted and routes them to the appropriate person for resolution. ii. Emergency After-Hours Support—The helpdesk service is monitored after business hours and emergency support issues are addressed within one (1) hour. An emergency support issue is defined as an issue involving the system being down and inoperable and does not include Payer payment issues. Biller may request email notification be provided in the event the system is down and inoperable. e. Service Enhancements - Most enhancements do not require action on the part of Biller. Upgrades as agreed are done at the Invoice Cloud server level, so there are no mandatory actions for Biller to take. Support levels are not affected by enhancements. Billers are notified via email. f. Biller Training- Biller staff will be guided in how to use the system through in-house training, documentation, remote live sessions, and access to our client support team. • All standard training will be done remotely. Invoice Cloud's training personnel will provide sessions for both Payer and Biller portals for Biller's staff. • Separate training is conducted for Biller's technical staff regarding the uploading of bill files and any other applicable processes. • Ongoing live training sessions via webinar and self-paced, pre-recorded training will be made available to the Biller at no cost. 10. Marketing Invoice Cloud provides marketing support that our Billers can use to promote the EBPP and IC payment solutions to its Payers, at no charge. Invoice Cloud's marketing group will schedule a 1-hour conference call to review Invoice Cloud's recommended best practices for promoting the service. Sample templates will be provided for each item and customizations can be made upon request. The marketing collateral that Invoice Cloud provides may include: • Bill Inserts • Newsletters • Envelope Teasers • Pay Button Link • Posters with Acrylic Stands for Payment Counters • Business card sized take-away cards with QR code • Local cable/TV station announcement 11. CloudlVRConnectTM The IC CloudlVRConnect allows Billers to accept payments via our interactive voice response system. It provides payers with 24-hour access to account status and billing information (total balance due, past due amount, last payment made, next billing date etc.).The following options are available: • Provides for a toll-free call and a caller ID number set by the biller • Supports messaging in both English and Spanish • Provides for a customizable initial greeting (includes City/County/Company name) — all remaining prompts are standard CAO S Master Biller Agreement • Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card, or eCheck (ACH) • Replays information with Invoice Cloud generated confirmation # 12. Outbound Campaigns Outbound Campaigns are a way for billers to send customized email, voice, and text communications to their payers. The use cases include Covid notifications, changing hours, shut off notifications, and any other reason Billers need to contact payers outside of IC email templates. Biller will oversee preparing contact lists, uploading them, and scheduling campaigns for release. Campaign reports can be viewed in the UI or downloaded as a csv file. 13. CloudSMSConnectTM The IC CloudSMSConnect allows Billers to accept payments via SMS text messaging. The following options are available: • Provides interactive registration and service sign-up confirmation • Sends notification when new bills are available for payment • Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card, or eCheck (ACH) • Allows for payment utilizing a stored-payment method 14. CloudStoreTM The IC CloudStore allows Billers to accept payments for non-invoiced services like books, t-shirts, etc., fire, police, building permits, or activity programs. The following options are available: • Accept electronic check and or credit/debit cards. • Payer receives immediate email confirmation of payment. • Department receives email notification of purchase event for instant fulfillment services. • Ability to apply convenience fees, if required. • Reporting by service type. • Linked to Biller branded payment portal. • Each service type can have its own online registration form. • Can be setup to accept payments over the counter. 15. Online Bank DirectTM The IC Online Bank Direct(OBD) allows Billers to electronically import echeck(ACH) payments initiated from consumer bank bill sites. The following options are available: • Auto-matching of payments with open invoices • Email consumer a payment confirmation email for those payers with an email address on file • Ability to apply a single payment to multiple invoices • Custom search capabilities to locate matching invoice(s) • Electronic deposit of corresponding echecks This SOW contains many products, services, and payment methods. Only the specific products, services and payment methods selected by Collier County Utility Billing and Customer Service (UBCS), as outlined in the Biller Order Form, are included in the delivery of products, services, and payment methods. 112 CAO: Master Biller Agreement Appendix A: System Modifications As outlined below, Invoice Cloud has agreed to make the following changes to the setup and functionality of our platform: • Merchant processing is outside of the scope of Invoice Cloud Services. < 113 C40 Master Biller Agreement Appendix B: Invoice Cloud Harris-inHance PRODUCTS DESCRIPTION EBPP Supported Invoice Types #42—Utility,#3—Sewer/Irrigation IVR Supported Pay by Text Supported DATA EXCHANGE Method Frequency Invoices Web Service Daily Payments Web Service Near Real Time Data Refresh AutoPay Flags Web Service Near Real Time Data Refresh Paperless Flags Web Service Near Real Time Data Refresh Account Linking Customer Portal Supported Account Balances Web Service Real Time Data Refresh Email Address Change Log Hourly Phone Numbers Change Log Hourly Block Payment Method (Credit/ACH) Manual Via Biller Portal INVOICE FILES IC Translates file BIF coded by software partner Historical Data (2 years shown online) Supported BILL PRESENTMENT Link to PDFs-InfoSend Supported BATCH CLOSE Standard or Custom Custom CUSTOM OPTIONS Branded Biller Portal Supported Branded Payer Portal Supported �1a CAO Master Biller Agreement Appendix C: Biller Deliverables DELIVERABLES Sample Invoice File (BIF) Sample Bill Image AutoPay Conversion data if applicable Paperless conversion data if applicable Web services installed Firewall access granted—Whitelisting 115 CAO Master Biller Agreement Appendix D: Biller Order Forms nVeoir^r1OLid Biller Order Form SALES INFORMATION IC Sales Rep Carlyn Altheide Vertical Utility Order Date 3/23/2021 Sates Partner Hams-inHance Software Partner Harris-inHarice PRODUCTS AND SERVICES Products IEBPP1(Cloud Store)IIVR:[OBD1/Outbound Campaigns: PAYMENT METHODS ACCEPTED Payment Types (American Express/)VISA/Mastercard/Discover)(ACH/EFT! BILLER INFORMATION Ownership Type Government Phone 239-252-2380 Fax Legal Name Collier County, a poa Website ical subdtvision https://www.coniercountyfl.gov) URI of the State of Florida Address 1 3299 Tamiami Trail E.,Ste 700 Bus.Open Date 5/8/1928 Address 2 Federal Tax ID 59-6000558 City Naples -Fedv,airo/ar,f ar,d ina),.ionto mit materrop domenonts State FL ZIP 34112 BILLER CONTACT Primary Contact Name itiony Desinor Phone (239)252-8433 Emait Address jhonydesinor@cWliergav net SIGNING AUTHORITY Name Joseph Be Pone Title Director Phone 239-252-2380 Fax Email Address joseph.bellone' coliiercountyfl.gov BILLER PRICING Description Interval C art Type Cost 50.B3 IC Payment Transaction Fee-Credit Card Per Transaction Fixed IS) IC Payment Transaction Fee-EFT Per Transaction Fixed($) $0.63 IC IVR Payment Transaction Fee-Credit $0.25 Per Transaction Fixed(5) Card IC hift Payment Transaction Fee-EFT Per Transaction Fixed(5) $0,25 IC Payment Transaction Fee•Online Rank $0.25 Per Transaction Fixed(S) Direct Biller Portal Access fee Monthly Fixed(S) $0.00 $0.00 OBD Access Fee Monthly Fixed(S) Outbound Campaigns Variabe Fee-Email Per Message Fixed(5) $0.10 $.0.10 Outbound Campaigns Variable Fee-Text Per Message Fixed(5) Outbound Campaigns Variable Fee-Voice Per Minute Fixed(5) $012 1st Invoice Email Presentment Per Transaction Fixed(S) $0.10 $0.00 Invoice Presentment Par Transaction Fixed(5) P a qc I 16 CAO Master Biller Agreement OutBound Campaign Monthly $250.00 Month y Fixed(S) HARDWARE Card Reader Type Quantity I I Cost per Reader Card Reader I Billing Interval Shipping Addv (if different than location address) BILLER BANK INFO Note:Must include voided ousmess check or bank letter for each unique account fairing Method Monthly Invoice(Net 30) Name on Account Bank Name N/A Bank Address Phone N/A Routing 4 Last 4 Acct DATA RETENTION Months to Keep 24 'Additiona'Fees apply if greater than 24 months NOTES/SPECIAL HANDLING Outbound Campaigns:The biker's monthly charge is the urger of their actual usage or their minimum.if their usage cost(messages times price)exceeds the minimum,they are charged based on usage.Otherwise,they are charged the monthly minimum fee. P a gr: 117 CAO Master Biller Agreement invoiceCioUci Biller Order Form INVOICE PARAMETERS ie Pz-areetere roust be cern aleted•'cri-each ievoice tee Invoice Type lJtiIit Billing and Customer Service WKS) I Pricing Model Non-Submit:ter Biker Software InHance Non-Subrnitter:interchange Pact By Biker BILLING DETAILS Please indicate which months bitls are sent by placin the bill count for each month below: Jan Feb Mar Apr May June July Aug Sep Oct Nov Dec 76800 76890 76800 76600 76800 76800 76800 76800 76800 76300 76500 7620 Avg invoice$ 70.00 Max Invoice S 125000.00 Bill Frequency Month,y BEM 75E00 SERVICE FEES Minmitirn fee IS) Calculation Payment Source Description Payment Method Fee.Amount per Transaction Type PAYMENT SOURCE EXCEPTIONS MAX PAYMENT CAP CC Max ACH Max($) 125000.00 BILLER DEPOSITORY BANK INFO Note:in ast include voided busIneSS chec.k or bank'Etter far eacn unique ocrclunt Flouting* Last 4 Acct NOTES/SPECIAL HANDLING UBCS will migrate approx.21,690 AutoPay payment profiles to Invoice Cloud including both ACH and Credit/Debit Card payment types. r I le CAO Master Biller Agreement yvvQ1 r.et 1(11 id Biller Order Form INVOICE PARAMETERS •1,..Gi5t Pv•ametent mutt be coftvalete,1 or ezeb iuoice type Invoice Type Meter Unlock After Normal Business Hours Pricing Model Non-Submitter Biller Software Cloud Store Non-Submitter.Interchange Paid By Biller BILLING DETAILS Please indicate which months bills are sent by placin the bill count for each month below: Jan Feb Mar Apr May June July Aug Sep Oct Nov Dec 40 40 40 40 40 40 40 40 40 40 40 40 Avg invoice$ 68.00 Max Invoice 5 250.00 Bill Frequency Monthl BPPiil 40 SER VICE FEES Minimum Fee IS) Calculation Payment Source Description Payment Method Fee Amount per Transaction Type At Payment Sources Credit/Debit Atl Payment Sources ACH/EFT Kiosk All Payment Methods IVR Surcharge All Payment Methods PAYMENT SOURCE EXCEPTIONS MAX PAYMENT CAP CC Max ACM Max($) 125000.00 BILLER DEPOSITORY BANK INFO Note:must include vaioed business rheck or bank letter for each unique account Routing La:t 4 Acct 4 NOTES/SPECIAL HANDLING P r: 119 CAO EXHIBIT D Collier County Policies & Compliance Requirements 1. https://www.colliercountyfl.gov/Home/ShowDocument?id=89075 o Annual TACS_V19_10-29-20 o Architectural Diagrams o CMA 5305 ADA (Americans with Disabilities Act) o CMA 5390 Fingerprinting-Background Checks o CMA 5401 Information Systems Lifecycle Management o CMA 5402 Remote Access Policy o CMA 5403 Third Party Access Policy o CMA 5404 Publication on the Internet o CMA 5405 Computer-Technology Use o CMA 5409 Web Page Management o CMA 5905 Restricted Network Access Agreement o CMA 5909 HIPAA Security Facility Access Control Policy 2. https//www.ocisecuritvstandards.ora/documents/oci dss v2.13df CAO Exhibit E Fees Maintenance Fees Years 1-4 Year 1 Year 2 Year 3 Year 4_ _ 10/1/2021 10/1/2022 10/1/2023 10/1/2024 FY2022 FY2023 FY2024 FY2025 Annual Maintenance $76,488.00 , $ 97,366.00 $ 118,244.00 $ 139,122.00 Incremental Increase to Market Value $20,878.00 $ 20,878.00 $ 20,878.00 $ 20,878.00 $97,366.00 $ 118,244.00 _ $ 139,122.00 $160,000.00 Cityworks API (due upon delivery $ 6,006.00 $ 6,006.00 , $ 6,006.00 InvoiceCloud API (due upon delivery) $ 1,000.00 $ 1,000.00 $ 1,000.00 , $ 1,000.00 Years 5-10 Year5 Year6 Year? Year8 Year9 Year10 10/1/2025 10/1/2026 10/1/2027 10/1/2028 10/1/2029 10/1/2030 FY2026 FY2027 FY2028 FY2029 FY2030 FY2031 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Previous Year's Maintenance Total Total Total Total Total Total Not exceed seventy five percent (75%)of the February Consumer Price Index for All Urban Consumers +CPI +CPI +CPI +CPI +CPI +CPI (CPI-U)for Miami-Fort Lauderdale- West Palm Beach, FL TOTAL TBD TBD TBD TBD TBD TBD Invoice Cloud API Annual Maintenance Fee $ 1,000.00 Note: Maintenance fees include all current and budgeted modules/applications. The schedule will be amended as needed to add additional modules/applications not currently anticipated. Application Software The current Application Software license granted to the County includes a seventy-five (75) concurrent user license and up to eighty thousand (80,000) active billing customers in the database. Additional licenses may be added as required at any time during this Agreement. Cost to increase the number of $10,000.00 per ten thousand (10,000) active billing customers additional active billing customers,_ Cost to increase the number of $850.00 for each concurrent concurrent user licenses i user license added Hourly rates for miscellaneous services, including, but not limited to,those described in attached Schedule F. R&D Design and Coding $195.00 Product Technology Consulting and Testing (Professional j $175.00 Services Staff) Product Training & Non-Complex Report Writing Services f $165 .00 Customer Support Staff CAO After hours rates-work done outside of 8am to 5pm central $195.00 time Note: In accordance with Section 25 "Most Favored Client" of this Agreement, the Contractor specifically agrees that, subject to the limitations of the Contractor's agreements with third party providers, all prices, terms, warranties and benefits for third party services or software obtained through Contractor shall be, and will remain, comparable to or better than equivalent terms having been offered, or to be offered to any other prospective client during the term of this Agreement. (CA A►C C)R13 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 10/26/2020 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: Mark Warren Marsh Canada Limited LAIC NNo,E%t): 1-844-990-2378 FAX No): 120 Bremner Blvd.,Suite 800 EMAIL Toronto,ON M5J 0A8 ADDRESS: CertificateRequestsCanada@marsh.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Federal Insurance Company 20281 INSURED INSURER B: CONSTELLATION SOFTWARE INC.AND INSURER C: N.HARRIS COMPUTER CORPORATION 2429 MILITARY RD.#330,NIAGARA FALLS,NY 14304 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 20/21-451 REVISION NUMBER: 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER LIMITS (MM/DDVY) (MM/DD/YYYY M/ A x COMMERCIAL GENERAL LIABILITY 9950-48-39 09/27/2020 09/27/2021 EACH OCCURRENCE $1,000,000 X DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) MED EXP(Any one person) $25,000 PERSONAL BADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY PR - JECOT LOC $1,000,000 PRODUCTS-COMP/OP AGG OTHER: TENANTS LEGAL LIABILITY $1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT A 73600397 09/27/2020 09/27/2021 (Ea accident) $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per acddent) $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY _ AUTOS (Per accident) $ $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $14,000,000 A — 93652430 09/27/2020 09/27/2021 EXCESS LIAB CLAIMS-MADE AGGREGATE $14,000,000 DED RETENTION$ $ WORKERS COMPENSATION _ A AND EMPLOYERS'LIABILITY Y/N 7176-4342 09/27/2020 09/27/2021 X STATUTE TH ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? NO E.L.EACH ACCIDENT $1,000,000 Mandatory in NH) N/A rf yes,describe under E.L.DISEASE-EA EMPLOYEE $1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A TECHNOLOGY ERRORS B OMISSIONS LIABILITY 9950-48-39 09/27/2020 09/27/2021 PER CLAIM B AGGREGATE $5,000,000 SIR $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE.FOR ANY AND ALL WORK PERFORMED ON BEHALF OF COLLIER COUNTY COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS,ITS OFFICIALS,OFFICERS,EMPLOYEES AND AGENTS IS ADDED AS ADDITIONAL INSURED WITH RESPECT TO THE COMMERCIAL GENERAL LIABILITY POLICY,BUT ONLY WITH RESPECT TO LIABILITY ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED. THE US COMMERCIAL GENERAL LIABILITY POLICY,US AUTOMOBILE POLICY,US UMBRELLA LIABILITY POLICY,US WORKER'S COMPENSATION 8 EMPLOYER'S LIABILITY POLICY AND TECHNOLOGY E80 LIABILITY POLICY HAVE BEEN PLACED BY SERVICE OF MARSH USA INC.MARSH CANADA LIMITED HAS ONLY ACTED IN THE ROLE OF A CONSULTANT TO THE CLIENT WITH RESPECT TO THESE PLACEMENTS WHICH ARE INDICATED HERE FOR YOUR CONVENIENCE. CERTIFICATE HOLDER CANCELLATION COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3295 TAMIAMI TRAIL E THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN NAPLES,FL 34112 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD