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Agenda 10/26/2021 Item #16D10 (Extending Agmt #14-6274 w/Active Network, LLC)10/26/2021 EXECUTIVE SUMMARY Recommendation to extend Agreement No. 14-6274, "Parks and Recreation Activity Management Software Solution" with Active Network LLC for a period of six (6) months or until a new contract is awarded. OBJECTIVE: To extend existing agreement #14-6274 "Parks and Recreation Activity Management Software Solution" for a period of six (6) months or until a new contract is awarded. CONSIDERATIONS: The original Agreement with Active Network LLC was approved by the Board of County Commissioners (Board) on May 12t'', 2015 Agenda Item #16D5, for the use of Active Networks automated registration, reservation, and account system. The Agreement with Active Network LLC is set to expire on November 7', 2021 and staff is recommending that it is in the best interests of the County to extend the existing Agreement for a period of six (6) months or until a new contract is awarded, whichever is sooner. The County is in negotiations with the vendor on a new contract that may be agreed upon prior to the extension expiration date, and if so will be brought to the Board for consideration at that time. This extension will revise the current expiration date to May 6', 2022. FISCAL IMPACT: Funds for the Parks Activity Management Software Solution are budgeted within various cost centers in General Fund (001) and MSTD General Fund (111). GROWTH MANAGEMENT IMPACT: There is no direct impact on the Growth Management Plan. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality and requires majority vote for approval. -JAK RECOMMENDATION: To approve Amendment No. 1 to extend the existing Agreement #14-6274 "Parks and Recreation Activity Management Software Solution" with Active Network LLC for a period of six (6) months or until a new contract is awarded and authorize the Chair to execute the Amendment. Prepared By: Matthew Catoe, Contract Administration Specialist, Public Services Department ATTACHMENT(S) 1. [Linked] 14-6274 Active Network Contract (PDF) 2. Extension Agreement (PDF) Packet Pg. 1359 16.D.10 10/26/2021 COLLIER COUNTY Board of County Commissioners Item Number: 16.13.10 Doe ID: 20356 Item Summary: Recommendation to extend Agreement No. 14-6274, "Parks and Recreation Activity Management Software Solution" with Active Network LLC for a period of six (6) months or until a new contract is awarded. Meeting Date: 10/26/2021 Prepared by: Title: Operations Analyst — Public Services Department Name: Matthew Catoe 10/12/2021 11:33 AM Submitted by: Title: Division Director - Parks & Recreation — Parks & Recreation Name: Barry Williams 10/12/2021 11:33 AM Approved By: Review: Parks & Recreation Barry Williams Additional Reviewer Operations & Veteran Services Kimberley Grant Additional Reviewer Procurement Services Ana Reynoso Level 1 Purchasing Gatekeeper Procurement Services Sue Zimmerman Additional Reviewer Public Services Department Todd Henry Public Services Department Procurement Services Sandra Herrera Additional Reviewer Public Services Department Dan Rodriguez PSD Department Head Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Growth Management Operations Support Christopher Johnson County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review County Manager's Office Sean Callahan Level 4 County Manager Review Board of County Commissioners Geoffrey Willig Meeting Pending Completed 10/12/2021 11:50 AM Completed 10/12/2021 1:07 PM Completed 10/12/2021 1:32 PM Completed 10/12/2021 1:43 PM Completed 10/12/2021 2:27 PM Completed 10/12/2021 2:59 PM Completed 10/12/2021 3:50 PM Completed 10/12/2021 3:57 PM Additional Reviewer Completed Completed 10/13/2021 2:23 PM Completed 10/19/2021 8:21 AM 10/26/2021 9:00 AM Packet Pg. 1360 DocuSign Envelope ID: 1F1B13D0-3ED9-467D-ACB3-AAFDCFEB39A0 16.D.10.b FIRST AMENDMENT TO AGREEMENT #14-6274 "Parks & Recreation Activity Management Software Solution (AMSS)" THIS FIRST AMENDMENT TO AGREEMENT # 14-6274 is made and entered into on this day of 2021, by and between ACTIVE NETWORK, LLC, a Delaware limited liability company, authorized to do business in the State of Florida, whose business address is 717 N. Harwood St., Suite 2500, Dallas, TX 75201 (the "Consultant") and Collier County, a political subdivision of the State of Florida, (the "County") (collectively the "Parties"): WHEREAS, on May 12, 2015 (Agenda Item 16.D.5), the County entered into Agreement #14- 6274 (the "Agreement") for Parks & Recreation Activity Management Software Solutions with Consultant to ensure the efficient and effect operations of Parks & Recreation by maintaining continuity among its automated registration, reservation, and accounting systems; and WHEREAS, the Agreement provides for an administrative extension of 180 days, which was mutually exercised, and the Agreement is set to expire November 7, 2021, and there are no other further renewal or extension periods available; and WHEREAS, the Parties desire to extend the Agreement for an additional six (6) months while ongoing negotiations are completed on a new agreement between the Parties. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, it is agreed by the Parties as follows: 1. The above recitals are incorporated into this Amendment as if fully set forth herein. 2. The Agreement is hereby extended through May 7, 2022. 3. Except as stated herein, all other terms and conditions of Agreement # 14-6274 shall remain in full force and effect. Remainder of Page Left Blank Signature Page to Follow Page 1 of 2 Extension Agreement # 14-6274 c 0 .N a� x w U r 0 U m LO M 0 N C1I Packet Pg. 1361 DocuSign Envelope ID: 1F1B13D0-3ED9-467D-ACB3-AAFDCFEB39A0 16.D.10.b IN WITNESS WHEREOF, the Parties hereto, have each, respectively, by an authorized person or agent, have executed this Amendment on the date and year first written above. ATTEST: Crystal K. Kinzel, Comptroller and Clerk of Courts Dated: (SEAL) BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Penny Taylor, Chair CONSULTANT: Active Network, LLC DocuSigned by: By: Qv d,Vti,al. rAtA .i Signature Andrea Facini President TType/print signature and titleT 10/14/2021 1 10:17 AM PDT Date Approved as to Form and Legality: Deputy County Attorney Print Name Page 2 of 2 Extension Agreement # 14-6274 k.r-0 Packet Pg. 1362 A G R E E M E N T 14-6274 for Parks & Recreation Activity Management Software Solution (AMSS) THIS AGREEMENT, made and entered into on this ) 2 day of AA a Lf 2015, by and between Active Network, LLC, authorized to do business in the Stat of Florida, whose business address is 717 N. Harwood St., Suite 2500, Dallas, TX 75201, (the "Consultant") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. COMMENCEMENT. The Consultant shall commence the Work after issuance of a Purchase Order. 2. CONTRACT TERM. The contract shall be for a five (5) year period, commencing on Date of Board award and terminating five (5) years from that date. The County may, at its discretion and with the consent of the Consultant, renew the Agreement under all of the terms and conditions contained in this Agreement and Exhibits for one (1) additional one (1) year period. The County reserves the right to renegotiate the rates at the renewal period. The County shall give the Contractor written notice of the County's intention to renew the Agreement term not less than thirty (30) days prior to the end of the Agreement. The first year of warranty will commence on the Go -Live Date. Go -Live Date means, the date on which the software is available for operational use for normal daily business, including performing core functions for which it was intended. 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 Consultant written notice of the County's intention to extend the Agreement term not less than thirty (30) days prior to the end of the Agreement term then in effect. 3. STATEMENT OF WORK. The Consultant shall provide services for the implementation of an Activity Management Software Solution ("AMSS") for the Collier County Parks and Recreation in accordance with Exhibit "A"- Scope of Work, Exhibit "C" - Statement of Work, attached herein and incorporated by reference, the terms and conditions of RFP # 14-6274 and the Consultant's proposal referred to herein and made an integral part of this agreement attached herein and incorporated by reference. This Agreement (also called "Master Contract") and the Product and Services Agreement attached as Exhibit "D" contain the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County Purchasing Ordinance and Purchasing Procedures in effect at the time such services are authorized. 4. THE CONTRACT SUM. The County shall pay the Consultant for the performance of this Agreement pursuant to the fees as set forth in Exhibit "B " - Price Schedule and Exhibit "D" -Product and Services Agreement. The Consultant shall be responsible for collecting all payments processed through the Online Services and all Transactional Fees assessed by the Consultant, pursuant to Exhibit "B"- Price Schedule. The Consultant shall remit to the County on a daily basis, the sums due to the County based on the total fees collected. The payments processed are the County's exclusive property and will be remitted to the County while the Transactions Fees are retained by the Consultant. Payments will be made upon receipt of a proper invoice and upon approval by the Director of the Parks and Recreation Department or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 5. SALES TAX. Consultant shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C-2. 6. NOTICES. All notices from the County to the Consultant shall be deemed duly served if mailed or faxed to the Consultant at the following Address: Active Network, LLC 717 N. Harwood St., Suite 2500, Dallas, TX 75201 Attention: Legal Department Telephone: 800-661-1196 x 6348 Email: legal.notice@activenetwork.com 2 All Notices from the Consultant to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Procurement Services Division 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Joanne Markiewicz, Director, Procurement Services Division Telephone: 239-252-8407 Facsimile: 239-252-6480 The Consultant and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Consultant or to constitute the Consultant as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S. all permits disclosed in the RFP necessary for the prosecution of the Work shall be obtained by the Consultant. All non -County professional and business permits necessary for the prosecution of the Work shall be procured and paid for by the Consultant. The Consultant shall also be solely responsible for payment of any and all taxes levied on the Consultant. In addition, the Consultant shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Consultant agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Consultant. 9. NO IMPROPER USE. The Consultant will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Consultant or if the County or its authorized representative shall deem any conduct on the part of the Consultant to be objectionable or improper, the County shall have the right to suspend the contract of the Consultant. Should the Consultant fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Consultant further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 3 il 10. TERMINATION. Should the Consultant be found to have failed to perform the services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause at any time; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. In the event that the County terminates this Agreement, Consultant's recovery against the County shall be limited to that portion of the Contract Amount earned through the date of termination. The Consultant shall not be entitled to any other or further recovery against the County for early termination of the Agreement, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Consultant agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Consultant shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Consultants; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. D. Professional Liability: Shall be maintained by the Consultant to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Consultant waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and in the aggregate. E. Cyber Liability: Coverage shall have minimum limits of $1,000,000 per claim and in the aggregate. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Consultant during the duration of this Agreement. The Consultant shall provide County with certificates of insurance meeting the required insurance provisions. 4 0 Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Consultant shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverage or limits received by Consultant from its insurer, and nothing contained herein shall relieve Consultant of this requirement to provide notice. Consultant shall ensure that all sub -Consultants comply with the same insurance requirements that he is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Consultant shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Consultant, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant or anyone employed or utilized by the Consultant in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Consultant, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Consultant. Consultant's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Parks & Recreation Department. 15. CONFLICT OF INTEREST: Consultant represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Consultant further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS CONTRACT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Consultant's Proposal, Insurance Certificate, RFP # 14-6274, Exhibit "A" - Scope of Work, Exhibit "B" - Price Schedule, Exhibit "C" - Statement of Work, Exhibit "D" - Products 5 ■ and Service Agreement, Attachment 1 "Support and Maintenance Handbook," and Exhibit "E" IT Documents. 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 19. COMPLIANCE WITH LAWS. By executing and entering into this agreement, the Consultant 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)-(d) and (3))) stated as follows: (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided 6 US to the public agency in a format that is compatible with the information technology systems of the public agency. (3) If a contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. If Consultant observes that this Agreement is at variance therewith, it shall promptly notify the County in writing. Failure by the Consultant to materially comply with the applicable laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Ordinance and Purchasing Procedures. 23. DISPUTE RESOLUTION. To the extent necessary to protect a party's interest hereunder, each party agrees that prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Consultant with full decision -making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Consultant with full decision -making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 24. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. CONTRACT STAFFING. The Consultant's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The Consultant shall assign as many people as necessary to complete the services on a timely basis, and each person 7 ■ assigned shall be available for an amount of time adequate to meet the required service delivery dates. 26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the terms of the RFP, this Agreement (including Exhibit "D" the Product and Services Agreement), Exhibit "A" - Scope of Work, Exhibit "B" - Price Schedule, Attachment 1 "Support and Maintenance Handbook" the Consultant's Proposal, and/or the County's Board approved Executive Summary, the terms of this Agreement (including Exhibit "D" the "Product and Services Agreement") shall take precedence. 27. ASSIGNMENT. Consultant shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Consultant does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Consultant all of the obligations and responsibilities that Consultant has assumed toward the County. 28. FINANCIAL REVIEW, RECORDS, AUDIT. The Consultant shall provide, at its expense, an annual independent review of the Consultant's financial records. The purpose of this review is to substantiate that the County has been compensated in accordance with this Agreement. The Consultant shall establish and maintain such records as now exist and may hereafter be prescribed by the County in the future to provide evidence that all terms of this Agreement have been and are being observed. The Consultant grants to the County the right and authority to audit all records, documents, and books pertaining to this Agreement. Such audit will be conducted upon reasonable prior written notice to Consultant, during Consultant's normal business hours, and not more than once per calendar year unless required by law or to resolve and oversee the resolution of issues arising under this Agreement. Consultant shall review the results of the audit, and any information that will disclose the confidential information of Consultant or of Consultant's other clients or risk exposure of their data will be altered or removed from the audit report. The Consultant agrees to provide materials for the audit at the place designated by the County at no cost to the County. All financial records are to be maintained during the entire term of this Agreement and for a period of five (5) years following the termination of this Agreement. The receipt/revenue records consist of records documenting specific receipts/revenues collected by an agency through checks, electronic fund transfers (EFT), credit and debit cards, or other methods. This may include, but is not limited to, records such as records and reports, receipt books, deposit/transfer slips, EFT notices, credit and debit card records, receipt ledgers, receipt journal transactions and vouchers, refund records, bad check records, and other accounts receivable and related documentation. IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: Dwig%h�t�E. By. Dated: lei F Brock' perk of Courts First Witness PTV) QVIc[a Rol la r-J TType/print witness nameT Sec d Witness U Sa-x TType/print witness nameT Approved as to Form and Legality: sistant County Attorney (:LI leen fn - C* Print Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Tim Nance, Chairman Active Network, LC By. 1'4'1�� / Signature 0 TType/print signature and titleT L, eya I L2 F C,q Parks & Recreation Activity Management Software Solution (AMSS) Agreement #14-6274 Brief Description The Consultant shall implement Activity Management Software Solution (AMSS) with real-time customer Internet registration, to support the processes managed by the Collier County Parks and Recreation Department (the Department), including, but not limited to the daily management of the following tasks: 1. Program registrations, 2. Facility reservations, 3. Memberships, 4. League scheduling, 5. Point of sale, 6. Admissions, 7. Payment processing, and 8. Customized reporting. Background The Consultant shall implement an Activity Management Software Solution (AMSS) that will enable the Department's staff to serve its customers with greater efficiency and to enhance internal operations. The solution shall provide for easy management, allow for future growth, and deploy easily to functional areas of Parks & Recreation. The Department is committed to taking significant steps to automate as many processes as possible and is interested in functionality that will automate basic, common required services, including: • Online Activity Registration (Required) - A hosted or hybrid -hosted registration program and payment solution is desirable to initiate automation and to increase customer service by allowing users to access and pay for recreation services and programs from their home computers. Ease of use is imperative. A hosted or hybrid -hosted web application shall offer the flexibility to synchronize online registration and payment activity to the on -premises database servers through a secure interface while maintaining PCI DSS compliance. • Onsite Activity Registrations (Required) - with possible kiosk / remote hook-ups. • Facility Reservations (Required) • Membership (Required) • Point of Sale (Required) • Hosted Payment Processing (Required) • PCI Compliance (Required) • Standard Reports in different formats (Required) • SAP Interface (Required) • E-mail Capabilities (Required) • League Scheduling (Optional) 10 • Dashboard (Optional) • Subsidiary Modified Accrual Accounting System for scholarships, etc. (Optional) • Child Care Management (Optional) Detailed Scope of Work The Department requires software and implementation services, to deploy software, which manages the day-to-day program registrations, facility reservations, memberships, league scheduling, point of sale, admissions, payment and accounting processing, and customized reporting which is totally integrated and reportable. Implementation Services and Software The Consultant shall provide the following: 1. Implementation services and all related software to install the Activity Management Software Solution (AMSS). 2. Project management services: The Department requires that the Consultant take responsibility for providing extensive project management and project team for the implementation of the Activity Management Software Solution (AMSS). The Consultant is expected to guarantee the successful, timely completion of those aspects of the project over which it has control. The County intends to take responsibility for meeting its obligations as defined in an agreed upon Statement of Work (SOW) which is attached hereto as Exhibit "D". The Consultant shall implement services and any software applications that the Consultant determines are necessary to implement the functionality required herein. The Consultant will have overall responsibility for the delivery of the project; the County reserves the right to make the final approval on the timeline and sequencing of work. • The Consultant may at its discretion, have subcontracts; the County reserves the right to make the final determination on all subcontractors on their acceptability of all proposed subcontractors, or replacement subcontractors. • The Consultant shall have the right to request that a project team member be re -appointed to the team at its discretion for reasons including but not limited to their qualifications, experience, and their ability to interact effectively with County staff, their perceived productivity, their ability to transfer knowledge to County staff. • The County will provide the Consultant work space and local telephone service. The Consultant is expected to provide documentation for training, configuration, and code documentation as directed by the Collier Project Manager for each task. Knowledge transfer will be provided through demonstrations or training as well as formal written documentation. The Consultant must provide all technical procedures including installations and maintenance The Consultant shall provide a project plan and a master project schedule with identified milestones for achieving the objectives of the project within thirty (30) days day after award of the contract or upon written approval of the County's Project Manager. Key components to include in the project plan shall include estimated timeframe, overview of deliverables, assumptions, and assumed Consultant and County responsibilities. The County will assign one (1) functional and one (1) technical project managers to assist with the implementation of this project. The Consultant shall provide a qualified Project Manager who will be responsible for overseeing all aspects of the services to be provided to implement the Activity Management Software Solution (AMSS), and who serves as the Consultant's primary contact for management and administration of the project. The Project Manager shall not be replaced by the Consultant without prior written approval by the County and it may request the designation of other required staff by the Consultant. The primary duties of the Consultant's Project Manager shall include, but are not limited to: a) Create and provide a project plan and a master project schedule with identified milestones. Key components include: o Hardware and software installation o Process and workflow analysis o System design and configuration o Required modifications and customizations o Required system integrations • Tasks • Roles and Responsibilities • Data Formats • Descriptions of Interfaces • Testing planning and execution • Training development and delivery • System acceptance b) Facilitate communication among project team members c) Make commitments and decisions on behalf of the Consultant's team d) Implement changes to the project plan e) Manage project progress, including issues and potential schedule changes f) Attend, participate and track progress review meetings (including taking minutes) g) Provide bi-weekly status reports 3. Provide software / system documentation: The Consultant shall provide detailed system and user documentation to County staff responsible for the operation and support of the system. The Consultant shall provide two (2) complete sets of technical manuals and user manuals to Collier County for administrator and end -user training. Additionally, the Consultant shall provide one (1) electronic copy (Microsoft Word or PDF format) of the technical and user manual to Collier County. The County at their expense will have the right to make additional copies of the documents as needed. The Consultant will also provide the County with complete system 12 CA implementation documentation concerning implementation, configuration, testing, interfaces, data conversion, and integration of the system. The Consultant shall provide, immediately following system acceptance, system documents that describe all software in sufficient technical and functional detail, so that this information can be used by the County to maintain the system and solve identified problems. Any revisions to the system document must be appropriately notated and jointly approved by the County and the Consultant's Project Manager. 4. Provide data conversion, system integration, and interface(s) (into SAP, the County's financial system of record): The Consultant shall identifying, designing, coding, and implementing all system interface, data conversion, and integration solutions necessary for a successful project implementation. The Consultant shall provide at least twenty-four (24) business hours with the County's SAP consultants to address integration and interfaces with SAP. 5. Provide develop, test and production environments: The Consultant shall provide and maintain a "step-up" development, test and production system during the life of the contract. The components of these systems are: a. Test Environment - All functional, technical, and performance requirements must be demonstrated in a test environment with a complete database. This environment will consist of implementing the entire system and data elements for the County. b. Development Environment - All functional, technical, and performance requirements must be demonstrated in a development environment with a complete database. This environment will consist of implementing the entire system and data elements for the County. c. Production Environment - This environment will repeat the successful demonstration of all functional, technical, and performance requirements, with a complete mirrored database. This environment will consist of implementing the entire system and data elements for the County. 6. Provide training and change management services: The Consultant shall provide the County with a comprehensive training program to assist with the facilitation and development of end - user training for the implementation of their proposed Activity Management Software Solution (AMSS). Collier County is very interested in the delivery of training services that are an efficient use of employee time, but effective in the transfer of practical knowledge about the use of the new Activity Management Software Solution (AMSS), including but not limited to "train the trainers," online videos and DVD media instructions. Key factors in an effective training program are expected to include: The principal classroom instructors provided by the successful supplier have had previous formal classroom instructor training and relevant experience with the software and hardware. Collier County has the right to video record for its own internal use only all training sessions. 13 �Ao These materials are valuable in refresher training and follow up training. All training aids, materials, and recordings prepared to accomplish this service become the property of Collier County. Power User training will cover the entire system with in-depth sessions for each functional area. Training will be provided for a System Administrator and back up who will be responsible for all system functions. Including providing instructors demonstrate a thorough knowledge of County's current system, knowledge of the material covered in the courses and familiarity with the training manuals, system documentation tools, and training aids used in the courses. 7. System acceptance: There will be a full system acceptance test after the complete project implementation. These tests will confirm system operations and ensure that the system meets all of the functional requirements as outlined in the Request for Proposal and herein. The test, depending on the type of functionality being tested, will run for up to ninety (90) days after the Consultant has determined that the system is operational. A second thirty (30) day period is reserved for fixing discrepancies. System performance shall be at an acceptable speed as dictated by industry standards and state of the art technologies. Discrepancies that are fixed will be retested. The acceptance test must be completed within sixty (60) days from the start of the test. If the testing, fixing and retesting is not completed and accepted within sixty (60) days, unless otherwise agreed to in writing by the parties, the system may be deemed unacceptable and the County may terminate the contract. Any use of the system, other than for testing purposes, shall constitute County's acceptance of the system. In the event the Consultant fails to perform any required service within the time schedule under the contract, the County reserves the right to assess liquidated damages and/or obtain substitute performance. Further, the County reserves the right to deduct the cost of such substitute performance from the Consultant's payments. The Consultant may be exempt from this provision if such exemption is granted by the Project Manager or his designee, in writing, prior to any delays or as a result of an Act of Nature. The Consultant will not be held responsible for delay caused by the County. In either case, such delay must be documented and agreed to by both parties. The following process will be utilized to govern the acceptance of deliverables: • Deliverables are defined herein, the Exhibit "C" - Statement of Work, and the Project Plan. • All deliverables shall be subject to County's review and approval prior to acceptance and payment. • The County is responsible for reviewing and approving each deliverable with an agreed upon turnaround time as included in the project plan. If the County requires revisions, the Consultant will receive written notification of the changes and have five (5) business days to implement the changes. 14 UAQ • Consultant shall not change a deliverable that has been accepted by the County without written approval of the County. • Each deliverable should conform to the Agreement with Exhibits, RFP, the Consultant's proposal, and/or any subsequent agreements. • A process for identifying and correcting errors shall be included in the response. • No payments will be made for deliverables not fully accepted by the County. 8. Warranty: The Consultant shall provide a warranty for all labor, materials and software for entire testing, installation and integration into production for a period of one (1) year after acceptance by Collier County, the Go -Live Date. 9. Maintenance and software support: The Consultant shall provide an annual technical and maintenance support with the following components: a. Solution must provide a 99.9% uptime solution. b. Security breach policy if date is compromised. c. Hosted software installations must have a backup recover and disaster recovery process and procedure in place with a return to service within twenty-four (24) hours. The maintenance will not commence until the application has been placed in production and accepted by the County in writing. The maintenance must provide ongoing system support and maintenance, including upgrades, bug fixes and patches, and other technical support necessary for County staff to operate the solution. 10. Adherence to County IT Standards: The Consultant shall adhere to the County's technology standards and data security breech standards as set forth in the RFP #14-6274 and in Exhibit "E" - IT Documents, including Collier County Information Technology Requirements 2012 and Collier County Technical Architectural, Compatibility and Supportability Requirements Document (TACS) applicable to the services provided by Consultant. 15 Parks & Recreation Activity Management Software Solution (AMSS) Agreement #14-6274 TRANSCATIONAL FEES EFFECTIVE ON GO -LIVE DATE: Product Product Description Quantity Sales Fee % Type Price Per Transaction ACTIVE Net - SaaS Migration Loyalty Rates 1 0 1.50% Offlh-ie (Staff) Based on $1,500,000 to Interface - $8,000,000 in annual Technology revenue transactions Fee -this fee processed through applies to all ACTIVE Net. transactions ACTIVE Net - SaaS Migration Loyalty Rates 1 0 2.75% Offline (Staff) Based on $1,500,000 to Interface - $8,000,000 in annual Payment revenue transactions Processing Fee processed through For Credit ACTIVE Net. Card Transactions ACTIVE Net - SaaS Migration Loyalty Rates 1 0 4.25% Online (Public) for first term of contract Interface - Online for U.S. Transaction Fee- organizations between Includes $1,500,000 to $8,000,000 Technology Fee in annual revenue through ACTIVE Net. ACTIVE Net - SaaS 1 0.50% Offline (Staff) Interface - ECP Transaction - Fee ACTIVE Net - SaaS 1 0 0 Online (Public) Interface - ($1.00 Service Minimum) -Charge ACTIVE Net - SaaS 1 0.10 0 Credit Card Refunds - flat fee) 16 ACTIVE Net - SaaS 1 0 0 Public Interface Set -Up Fee ACTIVE Net - SaaS 1 0 0 Magazine Offer - opt out ACTIVE Net - SaaS 1 0 0 ACTIVE Advantage - opt out PROFESSIONAL SERVICES FOR IMPLEMENTATION OF PROJECT: Product Product Description Quantity Total Price Type ACTIVE Net - SaaS 1 0 Functionality: Facility Reservation ACTIVE Net - SaaS 1 0 Functionality: Activity Registration I ACTIVE Net - SaaS, 1 0 Functionality: Daycare ACTIVE Net - SaaS 1 0 Functionality: Memberships ACTIVE Net - SaaS 1 0 Functionality: POS ACTIVE Net - Service The Scope of Services is $23,200.00 Service contained to the 6 Package C6- func tionali ties listed Functionality: Below: League ACTIVE Net Service Scheduling Package C6 consists of the following Services: ® remote business process review • remote functionality review & data collection preparation • remote data collection review • remote data entry (system inventory and 17 policy controls) • remote user testing • remote train the trainer training - remote Go Live Preparation Technical Services: Membership Services: Entry Points Membership consists of the following Entry Points Services: a remote configuration, testing & training ACTIVE Net - Service ACTIVE Net Technical 1 $1,400.00 Technical Services: Financial Services: Financial Export consists of the Export following Services: * remote configuration, testing & training ACTIVE Net - Service ACTIVE Net Technical 1 $5,600.00 Technical Services: CLASS Data. Services: CLASS Conversion - Data Customers consists of Conversion - the following Services: Customers 9 remote configuration, testing & training Technical Services: CLASS Data Services: CLASS Conversion - Data Memberships consists of Conversion - the following Services: Memberships - remote configuration, testing & training Technical Services: ACH Services: ACH Remittance consists of Remittance the following Services: * remote configuration, testing & training ACTIVE Net - Service Discount Provided to the 1 -$30,000.00 Professional County Services Conversion to ActiveNet Total Lum Sum $12,800.00 Price for 18 IMPLEMENTATION ; Total Software Cost $0 Total Annual Support and Maintenance Cost $0 Total 3rd Party Hardware Cost $0 Total Implementation Cost $12,800.00 TRANSACTIONAL FEES EFFECTIVE UPON GO -LIVE DATE Description Technology Fee Per Transaction Processing Fee Per Transaction Additional Fee Offline - Cash/Check 1.5% 0% Offline -Electronic Funds Transfer ECP 1.5% .5% Offline - Credit Card 1.5% 2.75% Online - Credit Card/ECP 1.5% 2.75% Credit Card Refunds - flat fee) $0.10 $0.10 This list is not intended to be all inclusive. Fees for other services and categories, including equipment and materials, shall be mutually negotiated by the County and the Consultant as needed for the Work and the terms and conditions in this Agreement shall be applicable. 19 Parks & Recreation Activity Management Software Solution (AMSS) Agreement #14-6274 (FOLLOWING THIS PAGE) 20 ACTIVE Net Statement of Work Collier County, FL Document Version: 1.0 Publication Date: 21 October 2014 --AANCTI VE network,:.. SCOPE ACTIVE Net Statement of Work Project Overview This section outlines the overall approach of an ACTIVE Net project. The project is broken into phases. The following is a brief description of each stage of the Active Network methodology. • Project Planning — plan the implementation, analyze business needs, and define configuration requirements. • Implementation — configure ACTIVE Net and train the project team on system operations. • Deployment — ensure workstations and staff are able to the use of ACTIVE Net • Conversion — populate ACTIVE Net with ongoing transactional data from the legacy system • Go Live — conduct day-to-day operations using ACTIVE Net Planning'111 Implementation r mum' auelrraa. data Data dWta Oaer Team Ftavleir cnllertlon Rewlear E 7oati Team ng Training Integration NeedaAnn"s confturaton UserTeetlng Pro)ectream TraYring Each phase is broken into stages. Each phase includes and overview, objectives, tasks and deliverables. The phase are organized into their appropriate stage and listed below • Project Planning o Project Launch o Business Process Review • Implementation o Data Collection o Data Review o Data Entry o User Testing o Trainnig (Train the Trainer) • Deployment o Workstation Readiness o Training (End Users) • Conversion o Planning o Data Entry • Go Live o Go Live Prep o Go Live 1.800.661.1196 1 ACTIVENetConsulting@ACTIVENetwork.com I www.ACTIVENetwork.com 1/8 ACTIVE network,. Project Planning Project Launch Objectives Objectives for the Project Planning stage are: • Provide an understanding of required project roles • Provide an understanding of the project life cycle • Establish a project schedule with Go Live date • Prepare for the Busines Process Review Tasks Taks for the Project Planning stage are: • Review ACTIVE project roles and responsibilities • Review your organizations required project roles and responsbilities • Review ACTIVE Net's project lifecyle • Review project schedule options • Distribute to Data Assessment Sheet ACTIVE Net Statement of Work Deliverables • Project schedule ACTIVE • Project team assignements ACTIVE • Data Assessment Sheet (blank) ACTIVE Business Process Review Objectives Objectives for the Business Process Review are: • Understand your project goals • Understand your business policies and procedures • Understand your product and service offerings and establish a data collection strategy • Understand your IT infrastructure • Identify project risks Tasks Tasks for the Business Process Review are: • Review project goals • Review the Data Assessment Sheet • Review Data Collection Sheets • Review technical system requirements • Maintain a Project Risk Log Deliverables • Project Goal Log ACTIVE • Data Assessment Sheet (populated) Your Organization 1.800.661.1196 1 ACTIVENetConsulting@ACTIVENetwork.com I www.ACTIVENetwork.com 2/8 ACTIVE network.., • Data Collection Sheets (blank) • Project Risk Log Implementation Data Collection Objectives Objectives for the Data Collection stage are: ACTIVE Net Statement of Work ACTIVE ACTIVE • Capture your organizations inventory of all procduct and services in a format for use during data entry. Tasks Tasks for the Data Collection stage are: • Populate the Data Assessment Sheets with inventory of all procduct and services. Deliverables • Data Collection Sheets (Populated) Data Review Objectives Objectives for the Data Review stage are: • Ensure the Data Collection Sheets are complete and accurate Tasks Tasks for the Data Review stage are: • Review the Data Collection Sheets for completeness • Peform validation checks on data collection sheets Deliverables • Data Collection Sheets (Populated) Data Entry Objectives Objectives for the Data Entry stage are: Your Organization Your Organization • Configure and populate ACTIVE Net in accordance to your business needs Tasks Tasks for the Data Entry stage are: • Configure ACTIVE Net in conjunction with the Data Assessment Sheet • Populate ACTIVE Net with product and services from the Data Collection Sheets • Audit ACTIVE Net to ensure alignment with Data Collection Sheets 1.800.661.1196 1 ACTIVENetConsulting@ACTIVENetwork.com I www.ACTIVENetwork.com 3/8 ACTIVE network,. Deliverables • ACTIVE Net (Configured and populated) User Testing Objectives Objectives for the User Testing stage are: ACTIVE Net Statement of Work ACTIVE • Test the functional integrity of the system configuration against business cases Tasks Tasks for the User Testing stage are: • Review front -desk transactions for each functional area in ACTIVE Net • Review online transactions for each functional area in ACTIVE Net • Review reports for each functional area in ACTIVE Net • Review communication tools for each functional area in ACTIVE Net • Determine mitigation strategies for each functional gap Deliverables • ACTIVE Net (tested) User Training Objectives Objectives for the User Training stage are: • Train the project team on software operations • Empower the project team to understand best practices for conducting end -user training • Empower the project team with a strategy and tools to conduct end -user training. Tasks Tasks for the User Training stage are: • Review front -desk transactions for each functional area in ACTIVE Net • Review online transactions for each functional area in ACTIVE Net • Review reports for each functional area in ACTIVE Net • Review communication tools for each functional area in ACTIVE Net • Reivew administration tasks for each functional area in ACTIVE Net • Modify training manual in accordance with system usage • Develop training plan for delivering staff training Deliverables • Training Manual • Training Plan ACTIVE Your Organization 1.800.661.1196 1 ACTIVENetConsulting@ACTIVENetwork.com I www.ACTIVENetwork.com 4/8 ACTIVE network,. Deployment Workstation Readiness Objectives Objectives for the Work Stations Rediness stage are: ACTIVE Net Statement of Work • Ensure all workstations designated to operate ACTIVE Net are configured with the appropriate 3rd party software • Ensure all workstations designated to operate ACTIVE Net are configured with the appropriate hardware Tasks Tasks for the Work Stations Rediness stage are: • Install, configure and test third party software required by ACTIVE Net • Install, configure and test hardware required by ACTIVE Net Deliverables • Configure and test single workstation ACTIVE • Configure and test remaining workstation Your Organization End User Training Objectives Objectives for the End User Training stage are: • Train system users on software operations • Communicate software escalation procedures Tasks Tasks for the End User Training stage are: • Execute training plan Deliverables • All Staff trained Your Organization Conversion Planning Objectives Objectives for the Planning stages are: • Identify scope of data to be converted • Identify conversion resources • Identify conversion timeline 1.800.661.1196 1 ACTIVENetConsulting@ACTIVENetwork.com I www.ACTIVENetwork.com 5/8 ACTIVE network,. ACTIVE Net Statement of Work Tasks • Review legacy system(s) for candidate data and determine scope of conversion • Review staffing availability and determine reourcing • Review project schedule and determine timeline Deliverables • Data conversion plan Your Organization Data Entry Objectives Objectives for the Data Entry stages are: • Populate ACTIVE Net with legacy data Tasks • Execute data conversion plan • Validate data conversion in ACTIVE Net. Deliverables • ACTIVE Net (populated) Go -Live Go -Live Preparation Your Organization Overview Active Network consultants will conduct a meeting prior to go -live to confirm all tasks are complete and the system is ready to be the organization's true system of record. Objectives Objectives for the Go -Live Preparation stage are: • Ensure staff are compotent in system use • Ensure workstations are ready for system use • Ensure data conversion is complete • Ensure project team understands how to escalate issues to ACTIVE I QJnJ Tasks for the Go -Live Preparation stage are: • Review and validate staff training • Review and validate workstation readiness • Review and validate data conversion completeness • Review ACTIVE Support policy and communication channels Deliverables • Go Live check list • ACTIVE Support handbook ACTIVE ACTIVE 1.800.661.1196 1 ACTIVENetConsulting@ACTIVENetwork.com I www.ACTIVENetwork.com 6/8 ACTIVE network,. Go -Live ACTIVE Net Statement of Work Overview Go -Live is the day that ACTIVE Net becomes the system of record for your organization. Objectives Objectives for Go -Live stage are: • Utilize ACTIVE to perform front desk transactions and manage operations • Utilize ACTIVE to provide customers an online store ASSUMPTIONS • Your organization will assign the below project roles and those individuals will be available as needed by the project schedule: o Project Sponsor — engages stakeholders; ensures buy -in from top -down. o Project Manager — coordinates with the ACTIVE Network Project Manager, procures resources, manages scope, schedule, quality and risk mitigation. o System Administrator(s) — manages, maintains and supports the ACTIVE Net system, trains end -users on an ongoing basis. o Technical Representative(s) — available "on call' during the lifespan of the software to assist with internet connectivity, database management, software upgrades, workstation and peripheral installations. o Financial Representative(s) — monitors ACTIVE Net accounting functionality, ensure transactions are posted correctly, and that financial data within ACTIVE Net is accurate and pertinent. Your organization will effectively lead project -related change management activities (creating materials and facilitating workshops). Your organization will provide the resources necessary to deliver implementation services (i.e. training room, internet access, computers, whiteboard). Your organization will perform work associated with each task within the allocated timeframe. CONSTRAINTS • Implementation services are limited to the services defined in the contract. • The availability of ACTIVE resources for the execution of Project activities will be governed by the following factors: o Services delivery will be conducted and billed in 8 hour time blocks. o Professional services must generally be booked 6 weeks in advance of engagement dates unless otherwise specified and are subject to availability. o Due to partial office closure, ACTIVE resources will not be available for project work between the dates of December 15 and 31. • Implementation services are subject to our cancellation policy. ACTIVE Network requires that cancellation or rescheduling requests be submitted twenty-eight full calendar days prior to engagements. This provides sufficient time for resources to be allocated to alternative billable projects. 1.800.661.1196 1 ACTIVENetConsulting@ACTIVENetwork.com I www.ACTIVENetwork.com 7/8 Parks & Recreation Activity Management Software Solution (AMSS) Agreement #14-6274 EXHIBIT "D" PRODUCTS AND SERVICES AGREEMENT Active Network, LLC ("Consultant") hereby agrees to grant Collier County, a political subdivision of the State of Florida ("County"), who hereby agrees to accept the following licensed rights and limitations ("License") for Parks & Recreation's use of Consultant's provided software. 1. INTERPRETATION 1.1 Definitions. For the purposes of interpreting this Agreement, the following terms will have the following meanings: (a) "Active" means Active Network, LLC as referenced above. (b) "Affiliates" of a designated corporation, company or other entity means all entities which control, are controlled by, or are under common control with the named entity, whether directly or through one or more intermediaries. For purposes of this definition "controlled" and "control" mean ownership of more than fifty percent (50%) of the voting capital stock or other interest having voting rights with respect to the election of the board of directors or similar governing authority. (c) "Agreement" means this Products and Services Agreement, inclusive of all Appendices, Schedules and Exhibits, referenced and attached hereto. (d) "Client" means Collier County, a political subdivision of the State of Florida and Collier County Board of County Commissioners, the legal entity other than Active entering this Agreement. (e) "Concurrent Use" means use at the same moment in time to access a given server computer (of any kind) owned or controlled by Client. (f) "Database Server" means the single server computer upon which the Enterprise Database is resident. (g) "Effective Date" shall be Date of Board award as identified on Page 1 of the Master Contract. (h) "Enterprise Database" means the MSDE, MS SQL Server, or Oracle database files containing client data and that are accessed by the Licensed Software. (i) "Hosted Software" means computer code and programs, in executable code form only, including related data files, rules, parameters and documentation, which have been created or licensed by Active and are identified in Exhibit "B", Price Schedule, a Schedule as licensed (or sublicensed) to Client by Active in connection with this Agreement, and which reside on Active's servers and are accessible by Client's staff or Users via the Internet. 21 U 0) "Internet Client" means a remote device capable of using the Internet to access selected Licensed Software on the Internet Server or the Enterprise Database on the Database Server via the Internet Server. (k) "Internet Server" means a single server computer used by Client which enables access to the Licensed Software by individuals using an Intranet or the Internet, having a minimum configuration as set out in hardware specifications previously described to Client as applicable to the Licensed Software to be installed and used upon it. (1) "IVR Server" means a single server computer used by Client for voice - recognition and telephone -based, rather than computer -based, access to the Enterprise Database by Client's clients, having a minimum configuration as set out in hardware specifications previously described to Client as applicable to the Licensed Software to be installed and used upon it. (m) "Licensed Software" means computer code and programs, in executable code form only, including related data files, rules, parameters and documentation, which have been created or licensed by Active and are identified in a Schedule, as licensed (or sublicensed) to Client by Active in connection with this Agreement, and/or which are in the future provided to Client by Active under any circumstances unless provided under a separate licensing agreement. (n) "Maintenance" means the provision of error investigation and repair services as set out in Sections 20 through 23, the Support and Maintenance Handbook attached as Attachment 1, and the provision of new Versions and Releases in respect of the Licensed Software all as more particularly set out in the Support and Maintenance Handbook. (o) "Master Contract" means Agreement 14-6274 for Parks & Recreation Activity Management Software Solution (AMSS) entered into by and between Active and Client concurrent with this Agreement. (p) "Module" means a single module element of Licensed Software listed in a Schedule. (q) "Online Services" means services, such as Internet registration, that are enabled by Hosted Software and available to the public via the Internet. (r) "Other Services" means Services other than Professional Services as provided in an agreed Schedule. (s) "Payment Server" means a single server computer used by Client to process electronic payments from its clients, having a minimum configuration as set out in hardware specifications previously described to Client as applicable to the Licensed Software to be installed and used upon it. (t) "Products" means all Licensed Software, Hosted Software, Third Party Products, and other products (including documentation) provided to Client by or on behalf of Active. (u) "Professional Services" means any and all types of services which Active provides, to Client and/or to other clients of Active, in the course of Active's 22 C,q business, including but not limited to services relating to the installation, implementation, optimization, administration, training and troubleshooting of computers, computer software including the Licensed Software, computer networks, databases, internet-related equipment and applications, but expressly excludes Support and Maintenance. Professional Services shall be as set forth in the applicable Schedule. (v) "Release" means any release, update, patch, set of revisions, or bug/permanent fix or temporary bypass solution released by Active to its clients generally during the term of this Agreement, which provides enhancements and/or error corrections to the then -current Version or Release, and where a new Version has been released and no new Release has been released since the release of that Version, that Version will also constitute a Release for the purpose of determining whether Support or Maintenance is available with respect to that Version. New Releases will be denoted by an increase to the version number to the right of the decimal point such as from Release 1.1 to Release 1.2. (w) "Schedule" means a schedule, quote, pricing form, order form, or similar document associated with this Agreement that lists the Products and Services provided by Active to Client hereunder and the related fees, including Exhibit "B", Price Schedule of the Master Contract. The features, services, options, and fees may be described more fully on web pages describing the Software and Services, and/or in an applicable Schedule. Each Schedule will reference the Agreement Number above (if applicable). (x) "Services" means all Professional Services, Support and Maintenance, Online Services, and Other Services provided to Client by or on behalf of Active. (y) "Software" means the Licensed Software and the Hosted Software as defined elsewhere in this Section. (z) "Support" means the ongoing telephone, email, web -based and dial -in support and problem resolution to assist Client in the use of the Licensed Software, the Hosted Software, and Other Services and Products of Active as set out in the Support and Maintenance Handbook. (aa) "Support and Maintenance Handbook" means the documents published by Active setting out the applicable service levels, processes, restrictions, and other particulars of Support and Maintenance provided in respect of the Software and Other Services and Products of Active, as amended from time to time upon notice to Client. (bb) "Support and Maintenance Start Date" means, for implementations performed by Active, the first day of implementation (Go -Live date) of the Licensed Software or ninety (90) days following the delivery of the Licensed Software, whichever occurs first, and upon delivery of the Licensed Software for implementations being performed by the client or a 3rd party vendor. (cc) "System Utilities" includes the following: Accounting Processes, Central Login, Log File, Copy Database, Maintain Database, MSDE Tool, Oracle Setup 23 c,� Utility, Query Tool, System Maintenance, Upgrade Database and View Components. (dd) "Third Party Products" means those hardware, firmware and/or software products, provided to Active by third parties, listed in a Schedule, together with all user manuals and other documents accompanying the delivery of the Third Party Products, provided that the Third Party Products shall not include software developed by Active. (ee) "User" means a person who accesses and uses any of the Products in any manner whatsoever. (ff) "Version' means a version of the Licensed Software providing a particular functionality, while a new Version of the Licensed Software will provide new/additional functionality and/or improvements to a previous Version. New Versions will be denoted by a change to the version number to the left of the decimal point such as from Version 1.0 to Version 2.0. (gg)"Workstation" means a computer attached to a local or wide -area network (including an Intranet), which accesses the Licensed Software or Enterprise Database. 1.2 Headings. The headings contained in this Agreement are inserted for convenience and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. 2. CHARGES AND PAYMENTS 2.1 Taxes. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its Contractors/Consultants/Vendors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531C-1. 2.2 Currency. Unless otherwise indicated in a Schedule, all prices are in US Dollars. 2.3 Delivery. Delivery for Products supplied by Active under the Agreement will be deemed to have occurred F.O.B. destination, which in the case of Licensed Software and/or Hosted Software will typically be in the form of an email from Active providing a FTP (i.e. file transfer protocol) downloadable link. To the extent applicable, Client will be responsible for shipping and handling costs, upon prior written approval by the Client. 2.4 Invoices/Payment. Active will provide invoices to Client for all amounts owing by Client hereunder. Payments of invoices are due in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt". 3. CLIENT INFORMATION; CONFIDENTIALITY 3.1 Client Information and Obligations. In order to assist Active in the successful provision of Services and Products to Client, Client shall (i) provide to Active information relating to Client's organization, technology platforms, systems configurations, and business processes and otherwise relating to Client that is reasonably requested by Active from time to time, (ii) make available such personnel assistance to Active as may be reasonably necessary for 24 Active to perform hereunder; and (iii) carry out in a timely manner all other Client responsibilities set forth herein. Any delay by Client hereunder shall result in a day -for -day extension of Active's dependent obligations. 3.2 Confidential Information: (a) In the performance of or otherwise in connection with this Agreement, one party ("Disclosing Party") may disclose to the other party ("Receiving Party") certain Confidential Information of the Disclosing Party. "Confidential Information" means any information of either party, which is not generally known to the public, whether of a technical, business or other nature (including, but not necessarily limited to: trade secrets, know how, computer program source codes, and information relating to the clients, business plans, promotional and marketing activities, finances and other business affairs of such party); provided that the same is conspicuously marked or otherwise identified as confidential or proprietary information prior to, upon or promptly after receipt by the other party; and provided further that the any software or software application server source code provided by Active or its licensors shall be deemed to constitute Confidential Information without further designation by Active. The Receiving Party will treat such Confidential Information as confidential and proprietary of the Disclosing Party and will use such Confidential Information solely for the purposes for which it is provided by the Disclosing Party and will not disclose such Confidential Information to any third party (other than a third party under contract whereby that third party has agreed in writing to keep the Confidential Information confidential). Exclusions. The obligations under this paragraph will not apply to any: (i) use or disclosure of any information pursuant to the exercise of the Receiving Party's rights under this Agreement; (ii) information that is now or later becomes publicly available through no fault of the Receiving Party; (iii) information that is obtained by the Receiving Party from a third party authorized to make such disclosure (other than in connection with this Agreement) without any obligation of secrecy or confidentiality; (iv) information that is independently developed by the Receiving Party (e.g., without reference to any Confidential Information); (v) any disclosure required by applicable law (e.g., pursuant to applicable securities laws, Florida Public Records Act, Chapter 119, Fla. Stat. or the Florida Sunshine Law, Chapter 286, Fla. Stat.), provided that the Receiving Party will use reasonable efforts to give advance notice to and cooperate with the Disclosing Party in connection with any such disclosure; and (vi) any disclosure with the consent of the Disclosing Party. 4. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY 4.1 SPECIFIC EXCLUSION OF OTHER WARRANTIES. THE EXPRESS WARRANTIES SET OUT IN THIS AGREEMENT AND THE MASTER CONTRACT ARE IN LIEU OF ALL OTHER WARRANTIES, AND THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY KIND WHATSOEVER APPLICABLE, EITHER EXPRESS OR IMPLIED BY LAW (IN CONTRACT OR TORT OR OTHERWISE) OR CUSTOM, INCLUDING, BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, FITNESS FOR PURPOSE, DURABILITY, CORRESPONDENCE TO SAMPLE, TITLE, DESIGN, CONDITION, OR QUALITY. WITHOUT LIMITING THE ABOVE, ACTIVE DOES NOT WARRANT THAT ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER WILL MEET THE REQUIREMENTS OF CLIENT OR THAT THE 25 c,� OPERATION OF PRODUCTS AND SERVICES PROVIDED HEREUNDER WILL BE FREE FROM INTERRUPTION OR ERRORS. 4.2 RESTRICTIONS ON WARRANTY. ACTIVE HAS NO OBLIGATION TO REPAIR OR REPLACE PRODUCTS DAMAGED BY EXTERNAL CAUSE OR THROUGH THE FAULT OR NEGLIGENCE OF ANY PARTY OTHER THAN ACTIVE. 4.3 NO INDIRECT DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR THE MASTER CONTRACT AND WITHOUT LIMITING THE GENERALITY OF SECTIONS 4.1 AND 4.4, IN NO EVENT WILL ACTIVE BE LIABLE TO CLIENT OR TO ANY OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT), INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST SAVINGS, LOST DATA, LOSS OF USE OF INFORMATION OR SERVICES, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES. 4.4 LIMITS ON LIABILITY. IF, FOR ANY REASON, ACTIVE BECOMES LIABLE TO CLIENT OR ANY OTHER PARTY FOR DIRECT OR ANY OTHER DAMAGES (IN CONTRACT), THEN THE TOTAL AGGREGATE LIABILITY OF ACTIVE TO CLIENT AND ALL OTHER PARTIES IN CONNECTION WITH THIS AGREEMENT AND THE MASTER CONTRACT, WILL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO ACTIVE AS CONSIDERATION FOR THE PRODUCTS AND SERVICES GIVING RISE TO SUCH CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. 4.5 SEPARATE ENFORCEABILITY. SECTIONS 4.1 THROUGH 4.4 ARE TO BE CONSTRUED AS SEPARATE PROVISIONS AND WILL EACH BE INDIVIDUALLY ENFORCEABLE. 4.6 For the purposes of this Section 4, reference to Active shall also include its suppliers and licensors. 5. RESTRICTIONS 5.1 U.S. GOVERNMENT RESTRICTED RIGHTS. The Products are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (b)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. The Manufacturer is Active Network, LLC or one of its Affiliates or subsidiaries. 5.2 Export Restrictions. The Products may include encryption software or other encryption technologies that may be controlled for import, export, or purposes under the laws and regulations of the countries and/or territories in which the Products are used ("Applicable Law"). Client may not export, re-export, or assist or facilitate in any manner the export or re-export of, any portion of the Products, as determined by Applicable Law under which Client operates: (i) to any country on Canada's Area Control List; (ii) to any country subject to UN Security Council embargo or action, (iii) contrary to Canada's Export Control List Item 5505; (iv) to countries subject to U.S. economic sanctions and embargoes; and (v) to persons or entities prohibited from receiving U.S. exports or U.S.-origin items. Client hereby represents and covenants that: (i) to the best of Client's knowledge Client is eligible to receive the Products under Applicable Law; (ii) Client will import, export, or re-export the Products 26 to, or use the Products in, any country or territory only in accordance with Applicable Law; and (iii) Client will ensure that Client's Users use the Products in accordance with the foregoing restrictions. 5.3 Third Party Software and Open Source Components. The Software may contain open source components or other third party software of which the use, modification, and distribution is governed by license terms (including limitations of liability) set out in the applicable documentation (paper or electronic) or read me files. 5.4 Restrictions; Acceptable Use Policies. Client shall: (i) use the Products exclusively for authorized and legal purposes, consistent with all applicable laws, regulations, and the rights of others, including privacy and anti-spamming laws; (ii) not reverse engineer, disassemble, or decompile any Products or prepare derivative works thereof; (iii) not copy, modify, transfer, display, or use any portion of the Products except as expressly authorized in this Agreement or in the applicable documentation; (iv) not contest or do or aid others in contesting or doing anything which impairs the validity of any proprietary or intellectual property rights, title, or interest of Active in and to any Products; (v) not obliterate, alter, or remove any proprietary or intellectual property notices from the Products in physical or electronic forms; (vi) not use the Products to transmit, publish, or distribute any material or information: (a) for which Client does not have all necessary rights and licenses, including any material or information that infringes, violates, or misappropriates the intellectual property rights of any third party; (b) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the Products; or (c) that is or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable; (vii) not attempt to gain access to any systems or networks that connect thereto except for the express purpose of using the Products for their intended use; (viii) not rent, lease, sublicense, resell, or provide access to the Products on a time-share or service bureau basis; and (ix) not input credit card information into the Products or solicit the input of such information other than in pre -defined fields within the Products that are intended for that purpose. 6. TERMINATION 6.1 Termination. This Agreement will terminate: (a) at the option of either party if the other party materially defaults in the performance or observance of any of its obligations hereunder and fails to remedy the default within thirty (30) days after receiving written notice thereof; and (b) without limiting (a), at the option of Active if Client breaches its payment obligations, provided that the right of termination will be in addition to all other rights and remedies available to the parties for breach or default by the other; and (c) the Client may terminate for convenience with a thirty (30) day written notice. In the event that the Client terminates this Agreement, Active's recovery against the Client shall be limited to that portion of the Contract Amount earned through the date of termination. Active shall not be entitled to any other or further recovery against the Client for early termination of the Agreement, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 27 G q 6.2 Suspension of Obligations. If either party should materially default in the performance or observance of any of its obligations hereunder, then, in addition to all other rights and remedies available to the non -defaulting party, the non -defaulting party may suspend performance and observance of any or all its obligations under this Agreement, without liability, until the other party's default is remedied, provided however that this Section will not permit Client to suspend its obligation to make any payments due for Products or Services that are unrelated and undisputed to any default alleged against Active. 6.3 Return of Materials. In the event of termination of this Agreement for any reason whatsoever, Client will immediately (i) return to Active all physical copies of Products delivered by Active to Client or otherwise in Client's possession or control, or (ii) if expressly permitted by Active, destroy all physical copies of the Products not returned to Active and delete all electronic copies of the Products from its systems and certify in writing to Active that such actions have all been completed. Active will, upon Client's direction at termination of the Agreement, return all Client data to Client in a mutually agreed -upon format; provided, however, that Active may retain a copy in order to comply with its legal, regulatory, and archival obligations. 7. AUDIT AND MONITORING RIGHTS Active may, upon a minimum of ten (10) days written notice to Client, attend upon Client's premises and verify that the Products are being used only as permitted hereby. Such inspections shall be limited to a maximum of twice (2) per calendar year, and will be performed only during Client's regular business hours and conducted in a manner as to minimize, to the extent reasonable, interference with Client's business. Further, Active may, using automatic means which do not interfere with the use of the Products by Client or Users other than as described in this provision, monitor at any time usage of the Products by Client and or its Users including through monitoring of the number of copies of any particular Module(s) in Concurrent Use. 8. INTELLECTUAL PROPERTY RIGHTS 8.1 Warranty of Title. Active warrants that it has all rights necessary to make the grant of license herein by having all right, title, and interest in and to the Products (other than Third Party Products) or as licensee of all such rights from the owner thereof. 8.2 Intellectual Property. Active and its licensors shall retain all right, title, and interest in and to the Products and the results of the Services and to all software, trademarks, service marks, logos, and trade names and other worldwide proprietary rights related thereto ("Intellectual Property'). Client shall use the Intellectual Property only as provided by Active, and shall not alter the Intellectual Property in any way, or act or permit action in any way that would impair Active's or its licensors' rights in its Intellectual Property. Client acknowledges that its use of the Intellectual Property shall not create in Client or any other person any right, title, or interest in or to such Intellectual Property. Any goodwill accruing from the use of the Intellectual Property shall inure solely to the benefit of Active or its licensors, as applicable. 9. INDEMNIFICATION (a) Each party (the "Indemnifying Party") shall defend, settle, and pay damages (including reasonable attorneys' fees) ("Damages") relating to any third party claim, demand, cause of action or proceedings (whether threatened, asserted, or filed) ("Claims") against the other party hereto (the "Indemnified Party") to the extent that such Claim is based upon provision, by the Indemnifying Party, of materials, products, or services as part of such party's obligations 28 TY hereunder that infringe the intellectual property rights of any third party provided that such materials, products, or services are used in accordance with this Agreement. For the avoidance of doubt and notwithstanding anything to the contrary contained herein or in the Master Contract, the obligation of indemnification under this Agreement or the Master Contract shall only arise to the extent that the damage giving rise to the claim for indemnification that infringes the intellectual property rights of any third party, of which said third party claim is against an Indemnified Party, and in such instances, only to the extent explicitly provided hereunder. Indemnification by the Client is subject to the limitations set forth in Section 768.28, Fla. Stat. (b) If any Claim that Active is obligated to defend, settle, and pay damages to Client under this Section 9(a) has occurred or, in Active's opinion, is likely to occur, Active may, at its option and expense either (1) obtain for Client the right to continue to use the applicable Software, (2) replace or modify the Software so it becomes non -infringing, without materially adversely affecting the Software's specified functionality, or (3) if (1) or (2) are not readily available after using reasonable commercial efforts or, if neither of the foregoing options is commercially reasonable, refund a pro-rata portion of the fees paid by Client based on its lost use and terminate this Agreement. Active shall not be obligated to defend, settle, or pay Damages for any Claims to the extent based on: (x) any Client or third party intellectual property or software incorporated in or combined with the Software where in the absence of such incorporated or combined item, there would not have been infringement, but excluding any third party software or intellectual property incorporated into the Software at Active's discretion; (y) Software that has been altered or modified by Client, by any third party or by Active at the request of Client (where Active had no discretion as to the implementation of modifications to the Software or documentation directed by Client), where in the absence of such alteration or modification the Software would not be infringing; or (z) use of any version of the Software with respect to which Active has made available a non -infringing updated, revised or repaired subsequent version or other applicable update, patch or fix. (c) Indemnification Claims Procedure. Each party's indemnification obligations under Section 9 are conditioned upon (1) prompt written notice of the existence of a Claim, provided that a failure of prompt notification shall not relieve the Indemnifying Party of liability hereunder except to the extent that defenses to such Claim are materially impaired by such failure of prompt notification; (2) sole control over the defense or settlement of such Claim by the Indemnifying Party; and (3) the provision of assistance by the Indemnified Party at the Indemnifying Party's request to the extent reasonably necessary for the defense of such Claim. (d) For the purposes of this Section 9, reference to Active shall also include its suppliers and licensors. Notwithstanding the foregoing, Client shall not be bound by the terms of this Section 9 to the extent precluded by applicable law (e.g., Section 768.28, Fla. Stat. sovereign immunity of a governmental entity). 10. GENERAL 10.1 Entire Agreement. The Master Contract, including all attachments and referenced Appendices, Schedules and Exhibits, constitutes the complete and exclusive statement of the agreement between Active and Client with respect to the subject matter hereof. It supersedes and replaces all oral or written prior agreements, and other prior or contemporaneous 29 communications between the parties concerning the subject matter of this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties. Any 'click -wrap' agreement, terms of use, electronic acceptance or other terms and conditions which attempt to govern the subject matter of this Agreement that either party might be required to acknowledge or accept before entering into this Agreement are of no force and effect as between Client and Active and are superseded by this Agreement. 10.2 Force Majeure. Dates or times by which either party is required to perform under this Agreement, excepting the payment of any fees or charges due hereunder, will be postponed automatically to the extent that any party is prevented from meeting them by causes beyond its reasonable control, provided such party promptly notifies the other thereof and makes reasonable efforts to perform. 10.3 Notices. All notices and requests in connection with this Agreement will be given to the respective parties in writing and will be deemed given as of the first (1) business day of the notified party following the day the notice is faxed or sent via overnight courier, providing a hard copy acknowledgment of such successful faxed notice transmission or evidence of such couriering, as applicable, is retained. Notice may also be deposited in the mails, postage pre -paid, certified or registered, return receipt requested, and addressed to the parties as indicated on the Master Contract or such other address of which the party gives notice in accordance herewith, and receipt of any such notice will be deemed to be effective as of the third (3) business day following such deposit. 10.4 Governing Law. This Agreement shall be governed by the laws of the State of Florida, without giving effect to the conflict of laws provisions thereof. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to this Agreement. Any legal action or proceeding relating to this Agreement shall be instituted only in the State of Florida in Collier County or Florida federal court. 10.5 Affiliates. During the term of this Agreement, Client or Client's Affiliates may order additional Products and/or Services from Active or one of Active's Affiliates by entering into a Schedule and the terms and conditions herein shall be applicable. In the event that Client or Client's Affiliate enters into a Schedule with Active or an Affiliate of Active, reference in this Agreement to "Client" and "Active" shall mean the respective entity that executed the applicable Schedule. A breach of this Agreement by Active's Affiliate or Client's Affiliate shall not affect the rights, privileges, or obligations of Active or Client, as applicable, or any other Affiliate not in breach of this Agreement. 10.6 Non -Assignability. Notwithstanding anything to the contrary in this Agreement of the Master Contract, neither party may assign its rights or obligations arising out of this Agreement without the other party's prior written consent. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the Client's consent or as otherwise provided herein, shall be void. If a party assigns this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume all of the obligations and responsibilities that it has assumed toward the other party. 10.7 Term and Survival. The term of this Agreement shall commence on the Effective Date set out on the cover page hereof and shall continue as set forth in Sections 14, as applicable, or until terminated in accordance with Section 14. Sections 1, 4, 5.4, 6.3, 8.2, 9,10, 20.1, and 20.2 of 30 this Agreement, along with all unpaid payment obligations, will survive termination and expiration of this Agreement. 10.8 No Authority to Bind. Neither party shall incur any obligations for or in the name of the other party, or have the authority to bind or obligate the other party. Neither party shall make, issue or authorize any statements (whether oral or written) in contravention of the foregoing. 10.9 Counterparts. This Agreement may be executed in separate counterparts and delivered by facsimile or such other electronic means as are available to the Parties. Such counterparts taken together shall constitute one and the same original document. 10.10 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions shall remain in full force and effect. 10.11 Cooperative Procurement. Upon consent by Active, this Agreement may be used for permitted cooperative procurement by any public or municipal body, entity, agency or institution. If so authorized, and in order to forego a related entity RFP or similar competitive bidding process, this Agreement may be extended to such other entities indicated above for the procurement of similar products and/or services provided to Client herein and at fees in accordance with this Agreement unless separately negotiated between such other entities and Active. Further related entities participating in a cooperative procurement process shall place their own orders directly with Active and will fully and independently administer their use of this Agreement to include such contractual obligations as those entities and Active deem appropriate without direct administration from the original Client. -------------------------------------------- -------------------------------------------- APPENDIX 1: TERMS APPLICABLE ONLY TO HOSTED SOFTWARE 11. HOSTED SOFTWARE 11.1 Active will provide Client with access to hosted versions of the Products identified in the applicable Schedule and associated Online Services, and Active hereby grants to Client a limited, non-exclusive, non -transferable license to use the Hosted Software in accordance with the applicable documentation. 11.2 Client agrees to receive notifications regarding free product, promotional items, and giveaways at Client's Event(s) or facility(ies), but Client may opt not to receive the items from Active. Client's customers who register for, sign up, or otherwise interact with the Online Services ("End Users") may opt -in to receive information, items, or promotions/deals from Active, in which case, Active will be responsible for fulfillment and for providing customer service for any such offers. 11.3 Client acknowledges that Active: (a) does not monitor or police communications or data transmitted through the Hosted Software or Online Services by Client or any third party, or any communications or data transmitted by any third party suppliers through the Hosted Software or Online Services; (b) shall not be responsible for the content of any such communication or transmission; (c) shall have no liability of any kind with respect to any materials or information that Client inputs into or transmits, publishes, or distributes through the Hosted Software or Online Services; and (d) may remove or modify any such communication or transmission deemed offensive for which Active has received more than one complaint. 31 Active hereby grants to Client a limited, non-exclusive, non -transferable license to display, reproduce, distribute, and transmit in digital form Active's name and logo in connection with promotion of the Online Services only in the manner approved of by Active during the term of this Agreement. Client hereby grants to Active a limited non -transferable license to use, display, reproduce, distribute, adapt and transmit in digital or printed form information provided by Client relating to its organization, including its name, trademarks, service marks and logo, in connection with the implementation and promotion of the Online Services; provided, however, that such use shall be as necessary to Active's performance under this Agreement. Client will use reasonable efforts to encourage adoption of the Online Services, including displaying Active's name and logo, in the form supplied by Active from time to time and in a manner approved by Active, in any medium used by Client to promote its programs or services to prospective participants. 13. INFORMATION COLLECTION AND AUTHORIZED USERS Active may collect certain information from individuals as part of a registration process. Client may login to Active's data management system to access this information. Both parties agree to use the collected information in compliance with (i) all applicable laws, rules and regulations, including, without limitation, those governing online privacy and use of credit card data (i.e. using credit card information only for purposes authorized by the cardholder); (ii) applicable Payment Card Industry Data Security Standards; and (iii) Active's privacy policy as published on its website. Active may use the collected information: (iv) in non -personal, anonymized, aggregated form (e.g., for the analysis of its products and services) provided that such information is not traceable back to any individual; and (v) to distribute the information for use by Active's contracted third parties and vendors that provide products and services that are required to be delivered under this Agreement or as are requested by Client or End Users. Client is solely responsible for the security of its login information, authorization credentials, and similar access information (collectively "Login Information') and for the use or misuse of such Login Information. Client agrees to only allow access to and use of the Products to its authorized users. Client acknowledges and agrees that Active may provide access to or use of the Software and Services to anyone utilizing Client's Login Information or who is otherwise authorized by Client to use or access the Software and Services on Client's behalf. Client is responsible for such users' compliance with the terms and conditions of this Agreement. Active may suspend or terminate any such user's access to the Software and Services upon notice to Client if Active reasonably determines that any such user has violated the terms and conditions of this Agreement or is otherwise using the Products for suspect purposes. Client will immediately either notify Active in writing or disable such user's access if any previously authorized Client user is no longer authorized to use the Login Information or otherwise use or access the Software and Services. Active may rely, without independent verification, on such notice, and Client, inclusive of Client's parent, subsidiary and affiliate entities, as applicable, and each of their respective officers, directors, managers, shareholders, owners, agents, employees, contractors, and representatives agree to defend, indemnify, and hold harmless Active for any claims arising from Active providing, denying, suspending, or modifying access to or use of the Software and Services of any individual as directed by Client or by someone who Active reasonably, under the circumstances, believes is authorized to act on behalf of Client. 32 14. FEES FOR HOSTED SOFTWARE 14.1 Transaction fees. (a) Client shall pay to Active the Hosted Software service fees ("Service Charge(s)") as set out in Exhibit "B" - Price Schedule. (b) Active will be responsible for collecting all payments processed through the Online Services and all Service Charges assessed by Active. All payments are Client's exclusive property and will be sent to Client on a daily basis, unless otherwise set forth in the applicable Schedule, Active will pay Client sums due to Client based on the total registration fees collected, net of Active's Service Charges as set forth in the applicable Schedule and any other deductions provided herein. (c) If Client enters transactions at fee amounts less than those actually charged to Client's Users, thus reducing or avoiding applicable Service Charges, such action shall constitute a material breach of this Agreement. (d) Active shall not be responsible for processing or making any refunds. In the event Client initiates a refund, a fee may be charged by Active to Client as set out in the applicable Schedule. Active may set off against user fees collected by Active to the amount of any credit card chargebacks and associated fees applicable to user transactions and to reimburse itself for any overdue fees owed to Active by Client. To the extent that such funds are not available for set off, Client shall promptly reimburse Active for any deficiency. (e) In the event Client is entering into this Agreement and using the Hosted Software for the benefit of a third -party event or organization ("Third Party Beneficiary"), Client agrees that Active may send fees collected by Active directly to the Third Party Beneficiary. (f) All fees described in the applicable Schedule are in consideration of the Software and Services that Active provides. Active and Client acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agrees not to impose such a surcharge on any End User. 15. EXCLUSIVITY FOR HOSTED SOFTWARE During the term of this Agreement, Active will be the sole and exclusive provider of registration and other services similar to the Hosted Software provided to Client hereunder for the events or transactions for which Client is using Active's Software and Services. 16. TERM for Hosted Software Unless otherwise provided in the applicable Schedule, Active shall provide to Client, and Client shall license from Active, the Hosted Software commencing on the Go -Live Date of the Hosted Software and run concurrent with the contract term including any renewal periods. 33 APPENDIX 2: TERMS APPLICABLE ONLY TO THIRD PARTY PRODUCTS AND SERVICES 17. PURCHASE AND SALE; DELIVERY 17.1 Purchase Commitment and Price. Active hereby agrees to sell to Client, and Client hereby agrees to purchase from Active, the Third Party Products listed in a Schedule in the volumes and at the prices described therein. 17.2 Delivery. Active will ship all or any part of the Third Party Products to Client as soon as reasonably practicable (or, if the below -described purchase order documentation does not seek immediate shipping, at the time Active considers reasonable in order to meet the desired delivery date described) after receipt by Active of a purchase order from Client specifying the particular Third Party Products sought, the number of such Third Party Products sought, the price payable therefor, and the desired date and location of delivery thereof. Any such purchase order must, at a minimum, reference quantity, description and price. 17.3 Changes by Client to Delivery Schedule. Following delivery by Client of any purchase order documentation described in Section 17.2, no changes by Client to the shipment schedule described therein will be permitted unless Active is notified thereof in writing at least ninety (90) days in advance of the delivery date sought in such purchase order documentation. 17.4 Acceptance of Purchase Orders. Purchase orders delivered by Client to Active in respect of Third Party Products are not binding upon Active until accepted by Active in writing. In any case, despite any indication to the contrary contained in any such purchase order documentation, the terms of this Agreement shall take precedence. Active reserves the right to refuse any such purchase order for any reason not contrary to this Agreement, including without limitation pricing differences as described in Section 18.2. 17.5 Additional Third Party Products. Client may purchase Third Party Products in addition to those listed in a Schedule by issuing additional purchase order documentation as described herein, provided that the supply (or non -supply) of such additional Third Party Products will be subject to this Agreement as though such additional Third Party Products had been included in a Schedule on the date of execution of such Schedule subject to the following: (a) the price for such additional Third Party Products is subject to agreement between the parties each in their own absolute discretion, and (b) Active shall have the right to discontinue delivery of such additional Third Party Products upon at least ninety (90) days written notice to Client without any liability to Client whatsoever for such discontinuance. 18. CHARGES AND PAYMENTS 18.1 Prices. The pricing applicable to Third Party Products is as set out in the applicable Schedule in the form finally agreed to by the parties. 18.2 Pricing Variability. Client acknowledges that: (a) the prices described in any future Schedule(s) are applicable for six (6) months after the date of execution hereof, and such prices are based upon Client taking delivery of the full number of any particular Third Party Product listed in the applicable Schedule in a single shipment; and 34 (b) Client hereby agrees that after the expiry of such initial six (6) month period or, in case of Client seeking, in a particular shipment, delivery of less than all of the Third Party Products of a particular type listed a Schedule, the actual prices may be higher. Prior to shipment of any Third Party Products that would be subject to pricing that differs from that described in the applicable Schedule, Active will notify Client of any such different pricing and Client will accept such different pricing, as mutually agreed between Client and Active, in writing. 19. SUPPORT FOR THIRD PARTY PRODUCTS For the purpose of isolating support issues and responsibility in respect of Third Party Products and their interaction with any Products, Active will provide initial first -tier support, to a maximum of fifteen (15) minutes per support inquiry, for Third Party Products, as further specified in the Support and Maintenance Handbook - Attachment 1. 20. PROPRIETARY RIGHTS 20.1 Third Party Proprietary Rights and Indemnity by Client. Client acknowledges that any Third Party Products supplied by Active hereunder are supplied by Active as a reseller thereof and that the Third Party Products are subject to the intellectual property rights of the various third party developers and/or manufacturers thereof, as applicable, including without limitation copyright, trade secret, trademark, and patent rights. Client will maintain in confidence and not use or disclose any and all confidential business or technical information connected with any Third Party Product except as specifically permitted by a party having legal control of such rights, and Client will defend, indemnify and hold harmless Active for any claim based on an allegation that any Third Party Product provided to Client hereunder has been installed, used, or otherwise treated by Client or any client or customer of Client in violation of the proprietary rights of any third party or on an allegation that Client or any client or customer of Client has disclosed or used any confidential business or technical information connected with any Third Party Product. Confidentially by the Client is subject to the provision of Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. Indemnification by the County is subject to the limitation set forth in Section 768.28, Fla. Stat. 21.2 Additional Terms. Client acknowledges that the possession, installation and use of Third Party Products may be subject to additional terms and conditions accompanying such Third Party Products at the time of delivery. Acceptance by the Client of any such additional terms and conditions shall require Client's advance approval in writing. 21. WARRANTY 22.1 Warranty. Active warrants to Client that Active has the right to deliver the Third Party Products subject to any documentation accompanying such Third Party Products at the time of delivery and/or any licensing mechanisms, physical, electronic or otherwise, included in any Third Party Products that are software. 22.2 Warranties Provided by Third Party Suppliers. Third Party Products are warranted by the manufacturers, suppliers or licensors thereof in accordance with the warranty statements accompanying delivery of the Third Party Products, and Client agrees that Client will rely solely on such Third Party Product warranties. Client agrees not to make a claim against Active on account of any warranty, express or implied, which may apply to any Third Party Product. If Client notifies Active of a defect or nonconformity within thirty (30) days of the date of delivery of such Third Party Product, Active will assist Client in troubleshooting such Third 35 Party Product in accordance with Section 19. If such defect or nonconformity cannot be remedied during such troubleshooting and such Third Party Product is still under the Third Party Product warranty, Active shall contact the applicable manufacturer, supplier or licensor of such Third Party Product to coordinate any returns or refunds. If a notice of a defect or nonconformity is received by Active from Client of the defect or nonconformity following the initial the 30-day period, Active's sole obligation and liability will be to provide support in accordance with Section 19. Returns and refunds are at the sole discretion of the applicable manufacturer, supplier or licensor. 36 SUPPORTD•• ATTACHMENT 1 (following this page) 37 ACTIVE SUPPORT AND MAINTENANCE HANDBOOK 1 ! t } o . SUPPORT AND MAINTENANCE The following supplies and services are included in Support and Maintenance: • Unlimited technical support between 5:00am and 6:00pm Pacific Time, Monday through Friday via telephone (800.663.4991), email or web portal(http:Hsgpport.theactivenetwork.com) • Unlimited phone support for System Down issues on a 24 hours x 7 days a week basis, provided that: o If self -hosted, the site must have remote access and Internet email capability for extended support hours o Support calls placed during extended support hours must be placed by an authorized contact person o The type of support call is an urgent issue that includes site down, revenue impacting, or customer facing issues that have no reasonable work -around • Access to Active's secure customer care web portal, discussion forums, knowledgebase and online training materials • Regular documentation and communication • Support also includes, if such assistance can be provided in 15 minutes or less: o Assistance troubleshooting Third Party Products (e.g., Crystal Reports, Citrix client) o Assistance to isolate and/or troubleshoot difficulties resulting from sources other than Active Network products and services, such as: ■ General network/internet support (e.g., network access, printing, internet access) ■ PC hardware troubleshooting ■ PC setup, configuration and optimization ■ Network operating system configuration and functionality ■ Basic Microsoft Windows functionality (i.e. Windows Explorer or Internet Explorer) ■ Loss of supervisor or other password ANNUAL SUPPORT AND MAINTENANCE FOR NON -HOSTED CUSTO RS The following supplies and services are included in Support and Maintenance for non -hosted customers: • New releases and version of the Software and free assistance in planning upgrades Support and Maintenance Handbook Hosted & Non -Host( Version: 05/10/13 SUPPORT AND MAINTENANCE FOR HOSTED CUSTO RS The following supplies and services are included in Support and Maintenance: • Installation of new Software releases • Monitoring of connectivity and critical functionality at all times (24hr x 365 days/year) by skilled personnel using an extensive series of automated probes from multiple locations • Response to site-down/critical issues within one hour, with reasonable efforts to advise your organization of the current status and expected resolution time • Service agreements between Active and critical vendors essential to the continuing successful operation of the hosted environment • Scheduled maintenance to increase performance, fix defects or update applications, with reasonable efforts to notify your organization of scheduled maintenance times and potential impacts to service • Urgent maintenance (done to correct network, hardware or Software issues that are likely to cause significant service disruption and that require immediate action), which may temporarily degrade service or cause outages. Active may undertake urgent maintenance at any time deemed necessary and shall provide status updates to your organization as soon as possible. SUPPORT ISSUE PRIORITIES AND TIMELINES TICKET RESOLUTION TARGETS • New support incidents are assigned one of the following levels, each with its respective standard ticket resolution target: Call Description Standard PriorityLevel Com letion Target Priority 1 — Fatal issues that result in the customer's inability to fulfill 1 business Day System Outage critical business functions (i.e., those pertaining to core functionality such as processing registrations, memberships, rentals) and that have no reasonable work -around Priority 2 — Serious issues significantly impacting use of the system but 2 business day High Business do not prevent core functions from being fulfilled (i.e., Impact Customer cannot perform critical business functions; Customer experiences severe site degradation) Priority 3 — All other issues, except those classified as low; (e.g., how-to 3 business days Medium questions, reporting/reconciliation issues, general questions, Business work around options) Impact Priority 4 — Issues that are not time -sensitive or may be undertaken as None Low Business customer service initiatives outside the scope of this Impact Agreement (i.e., feature requests or low priority questions) Guaranteed For clients licensing Hosted Software 99% Uptime Support and Maintenance Handbook Hosted & Non -Host( Version: 05/10/13 SERVICES NOT INCLUDED The following supplies and services are excluded from Support and Maintenance: • Services required to remedy problems that stem from changes to or defects in system configuration upon which the Software was originally installed • Services required to remedy problems which do not stem from any defect in the Software • Services required to remedy problems caused by lack of training of Client's personnel • Improper treatment or use of the Software • Onsite or remote training services • Full report customization service • Database -specific services or assistance RESTRICTIONS The following actions will void Active's obligations under this Support and Maintenance Handbook: • The use of any other application that modifies data in the database, whether created by you or otherwise • The use or creation of third party applications that work in connection with Active's application or application database without prior written notification and consent from Active Support and Maintenance Handbook Hosted & Non -Host( Version: 05/10/13 HOLIDAY HOURS (US AND CANADA) Holiday Open with reduced staff Closed New Year's Day (January 1st) ✓ I Martin Luther King Day (3rd Monday in January) I ✓ I President's Day (3rd Monday in February) I ✓ Good Friday (Friday before Easter) I ✓ Victoria Day (3rd Monday in May) I ✓ Memorial Day (Last Monday in May) I ✓ I Canada Day (July 1st) I ✓ I Independence Day (July 4th) ✓ Civic holiday (1 st Monday in August) ✓ Labor Day (1st Monday in September) ✓ Canadian Thanksgiving/Columbus Day (2nd Monday in October) ✓ I Remembrance Day/Veteran's Day (November 11th) I ✓ US Thanksgiving (4th Thursday in November) I ✓ Day after US Thanksgiving (4th Friday in November) I ✓ Christmas Day (Dec. 25th) I ✓ IBoxing Day (December 26th) I ✓ INew Year's Eve (December 31st) I ✓ Support and Maintenance Handbook Hosted & Non -Host( Version: 05/10/13 EXHIBIT "E" - IT DOCUMENTS (following this page) 38 Department of Facilities Management - Government Security Section Contractor Fingerprinting and Background Check Request Form To be filled out by the individual contractor to be fingerprinted: Your Name (Tu Nombre) X Employer (Empiesdor) X Job Title (rtulo de Empleo) x I understand that Collier County Ordinance No. 0452 was amended in October'2007, and requires state and federal criminal history record checks for all contract workers through fingerprinting. The cost of the fingerprinting is the responsibility of the contractor. The cost is currently $ 43.25 and will be paid by check or money order made out to "BCC. Vendors/contractors/bidders must also present the company's E-Verify''s profile page. 1, x (Please print legal name/ Escribe su nombre con letras de molds) have read and understand the information above regarding the fingerprinting requirements. Signature (Firma) x Date (Fec* X IMPORTANT NOTE: You must take this form and payment to Facilities Management in order to be fingerprinted. This form must be filled out and sign by the Collier County Project Manager that is in charge of the project you're assigned to. You will be required to reschedule your appointment if you do not have it. This form will be retained by the Facilities Department. To be filled out by the Collier County Project Manager (click on the space to enter): Department: Division: Collier County Project Manager: to be contacted with the results of the background check as follows: E-mail Address: C- coiliergov.net Phone Number: (239) - Does contractor need card access (Yes/No)*: *If not filled out contractor will be given a non -access identification badge Please email from to DL-FMOPS@collie[gov.net NOTICE OF COLLECTION OF SOCIAL SECURITY NUMBERS The Collier County Facilities Management Department, as a department of the Collier County Government Agency, is authorized to collect your Social Security Number for the performance of its fingerprinting background check duties and responsibilities as prescribed by law and applicable bid documents. Your Social Security Number shall be collected for one or more of the following reasons: 1. FBI/FDLE Fingerprint background checks Your Social Security Number will only be collected and disclosed for these listed purposes, and as may otherwise be authorized by law, and once collected, will be maintained as confidential and exempt records under Chapter 'l 19, Flodda Statues, by this agency. Employee/Contractor Signature Building Automaton Technician G:\Building Operations\Operations Center (New UNDER CONSTRUCTION)\Forms- Procedures-Manuals\Forms Collier County Government. Vendor Remote Network Access Agreement I agree that I will not use my network access to the Collier County network in any manner inconsistent with the work I am contracted to do. This includes only accessing information systems or data files required in the performance of my work. I agree to notify the appropriate Collier County contact of all accesses, and details of actions or modifications that I have performed on systems while connected. I further affirm that I have read and agree to abide by the Collier County End User Computing Policy and Remote Access Policy as provided to me. I also agree to notify the Information Technology Department as soon as network access is no longer needed, so that my access can be removed. I understand that violation of any of these policies could lead to loss of access, termination of vendor or contractor status, or prosecution under the applicable statute. I understand that vendor access is restricted to the hours of 8:OOAM to 5:OOPM Collier County Local time, unless otherwise agreed to and noted on this agreement. 10, =M WIMP Signature Date Information Technology Department IT Service Desk co*er'001410-V Phone (239) 252-8888 Fax (239) 252-6346 ITAccoaat- tt Form This form is to be completed when requesting account creations, changes or deletions. It must be completed and then signed by a manager with the authority to make the account request. After the paperwork is filled out and signed, return this document by faxing to 239-252-6346 or by ernailing to BCCAccountRequest@)colliergov.net What kind of account do you require? (select one) New User Account for an individual Complete Section I Generic Account to be used by multiple people Complete Section 2 Collier County Employee Calendar RVendor ** Access Agreement form required Service Account (Requires IT approval) Board Member Distribution list Volunteer/ Intern Existing accounts Complete Section 3 External Government Agency [-]Other Change Account Disableanaccount Section IL for New accounts Employee Name: Department/Vendor Company/Govt. Agency: Title: Phone number: SAP #: This account reauires: Email account (included for all BCC Employees) VPN access City View F] Facilities Work Order Request System �jenda SAP Other special applications or Distribution lists Revision 2011-10-04 Account Name Responsible Person: Section 2 For generic accounts Division: Phone Access list (individuals or groups with access to the Calendar, email, or list) Section 3* For account changes —Complete only relevant sections Employee Name: (Required) Permanently delete account ❑ Temporarily disable account Until: SAP M New Name: New Department: New Phone number: New Title: New Permissions: Other: Required for all requests Supervisor Name: Phone: Supervisor Signature: Date: *Account Changes: - Deleted accounts will have their F drive moved to the department's G drive and access will be restricted to the department head. - Accounts undergoing department changes will have uninterrupted access to their F drive. Any Department specific data should be moved to the department's G drive prior to any changes - Accounts undergoing department changes should expect permission changes. Revision 2011-10-04 CMA # 5402 REMOTE ACCESS POLICY § 5402-1. Purpose. § 54024. Enforcement § 5402-2. Background. § 5402-5. Definitions. § 5402-3. Policy. § 5402-6. Currency. [Effective Date: January 1, 20051 § 5402-1. Purpose. The purpose of this Policy is to define standards for connecting to Collier CounWs network from any host (computer or other device that connects to the network). This Policy will also ensure Collier County's compliance with applicable license, copyright, local, state and federal laws and regulations. § 5402-2. Background. This Policy is required to minimize the risk that any individual device could be configured or used in a manner which could compromise the integrity and availability of the network and associated resources. Damages include the loss of productivity due to downtime, damage to public image, and damage to critical Collier County internal system, and access to non-public data, which could result in possible violations of law concerning privacy (HIPAA, etc.). This Policy applies to all Collier County employees, contractors, vendors and agents that connect to the Collier County network This Policy does not apply to access of the Countys e-mail system via the Internet (Outlook Web Access) nor any publicly available service provided by Collier County on the Internet. § 5402-3. Polley, A. Requirements: (1) All requests for remote access will be submitted to the Information Technology (IT) Department, (2) All trusted network connections and devices must be configured to meet the authentication and configuration requirements of the Collier County network. (3) With the exception of approved vendors, only computers owned and supported by Collier County will be permitted to connect to the Collier County network. (4) Vendors requesting access to the Collier County network will be provided a copy of all applicable policies governing remote access and will demonstrate acceptance 5402:1 09.1s - 2607 OFFICE OF COUNTY MANAGER ADMINISTRATIVE § 5402-3 PROCEDURE § 5402-5 of those policies by signing a Third Party Access Agreement,' of which a copy will be retained by the IT Department. (5) The approved methods of remote access to the Collier County network we as follow: VPN, dial -up, trusted network via direct connection, un-trusted network via firewall. (6) Collier County employees and vendors with remote access privileges must ensure their computer or workstation that is remotely connected to Collier County's corporate network is not connected to any other private network at the same time with the exception of personal networks that are under the complete control of the user. (7) All remote access clients for VPN access will be configured by IT personnel according to IT Department procedures. (8) It is the responsibility of the County employees who have been granted remote access to ensure that the computers used for this access be connected to the network at least once in a thirty -day period so that it can receive the proper security patches and updates. Computers requiring security updates will be prevented from accessing the network until the required updates are completed. § 5402-4. Enforcement A, It is the responsibility of remote access users to comply with all applicable Collier County computer usage policies. B. Any employee found to have violated this Policy may be subject to disciplinary action, up to and including termination of employment. § 5402-5. Definitions. As used in this Policy, the following terms shall have the meanings indicated: HOST — Computer or other device connected to a network. PRIVATE NETWORK — A network secured from external access from other networks and the Internet. REMOTE ACCESS — All present and future methods by which hosts connect to the CCBCC!s private network, such as dial -up, VPN, PC Anywhere, etc. TRUSTED NETWORK — A system that has the necessary controls to ensure that security policies will not be compromised UN -TRUSTED NETWORK — A system with no verifiable security controls that would present a security risk to the CCBCC network, 1. Editer's Noft., See CXA 5300, Third P" Accen Policy, and Its wompanying aftwhwentL 5402:2 09-15-2007 § 5402-5 REMOTE ACCESS POLICY § 5402-6 VPN — Virtual Private Network An encrypted connection to the CCBCC network via the Internet. § 5402-6. Currency. The Information Technology Department is responsible for maintaining the currency of this Instruction. 5402:3 "-15-2w CMA # 5403 THIRD PARTY ACCESS POLICY § 5403-1. Purpose. § 54034. Currency. § 5403-2. Concept Third Party Network Access § 5403-3. Policy. Agreement § 54034. Enforcement § 5403-5. Dellnitions. [Effective Date: January 1, 20051 § 5403-1. Purpose. The purpose of this policy is to define standards for vendors, contractors, consultants, and others who connect to Collier County's network from any host These standards are designed to minimize the potential exposure to Collier County from damages that may result from unauthorized use of Collier County resources. Damages are defined to include, but not limited to: the loss of productivity due to downtinie, loss of sensitive or confidential data, loss of intellectual property, damage to public image, damage to critical Collier County internal systems, etc. § 5403-2. Concept. A. This policy applies to all Collier County contractors, vendors and agents with a Collier County -owned or personally owned computer or workstation used to connect to the Collier County network. Ibis policy applies to direct and remote access connections used to perform work on behalf of Collier County including reading or sending e-mail and viewing intranet web resources. B. Access implementations covered by this policy include all methods of direct and remote access to the Collier County network. § 5403-3. Policy. A. General. (1) It is the responsibility of Collier County that vendors, contractors, consultants, and others having access privileges to CoUier County's network ensure their access connection is given the same consideration as the user's on -site connection to Collier County., (2) The following policies must be reviewed by vendors, contractors, consultants, and other parties for details of protecting information when accessing the Collier 1. Editor's Note- See the Third Party Network Accon Agreement at the end of this cmA. 5403:1 09-15-2007 OFFICE OF COUNTY MANAGER ADMINISTRATIVE § 5403-3 PROCEDURE § 5403-4 County network via remote access methods and the acceptable use of Collier County's network: (a) End User Computing Policy.2 (b) Remote Access Policy.3 B. Requirements. (1) Secure access must be strictly controlled. Control will be enforced via one-time password authentication or public/private keys with strong pass -phrases. For information on creating a strong pass -phrase see the End User Computing Policy. (2) At no time should any third party (as described above) provide their login, password, or e-mail their password to anyone. (3) Those with access privileges must ensure that a Collier County -owned or personal computer or workstation which is connected to Collier County's corporate network is not connected to any other network at the same time. (4) All hosts connected to Collier County networks must use the most up-to-date anti -virus software from a reputable vendor. (5) Equipment used to connect to Collier County's networks must meet the same requirements as Collier County -owned equipment. (6) Organizations or individuals who wish to implement non-standard solutions to the Collier County production network must obtain prior approval from the IT Department. (7) Vendors, consultants and other third parties will be permitted to access the Collier County network only during normal business hours (8:00 am. to 5:00 p.m. local Collier County time), unless otherwise agreed to. (8) Vendors, consultants and others will notify the IT Department in writing of all changes that will be made or work that will be conducted while logged into the Collier County network- (9) Vendors, consultants and others will notify the IT Department immediately if passwords are lost, accounts are no longer required or of any attempts of intrusion are detected. § 54034. Enforcement. Any third party found to have violated this policy may be subject to loss of Collier County network access privileges or other penalties as prescribed in the vendors contract with Collier County or by applicable laws. L Editor's Notc See CMA 505. 3. Editor's Note: See CKA W2, 5403:2 09-15-2W § 5403-5 THMD PARTY ACCESS POLICY § 5403-6 § 5403-5. Definitions. As used in this CMA, the following terms shall have the meanings indicated: HOST ----Computer or other device connected to a network. PRIVATE NETWORK — A network secured from external access from other networks and the Internet. REMOTE ACCESS — All present and future methods by which hosts connect to the CCBCCs private network, such as dial up, VPN, PC Anywhere, etc. TRUSTED NETWORK — A system that has the necessary controls to ensure that security policies will not be compromised. UN -TRUSTED NETWORK — A system with no verifiable security controls that would present a security risk to the CCBCC network. VPN (Virtual Private Network) — An encrypted connection to the CCBCC network via the Internet. § 5403-6. Currency. The Information Technology Department is responsible for maintaining the currency of this Instruction. 5403:3 09 -15-2M CMA 5403 Attachment 1 Collier County Government Third Party Network Access Agreement I, , agree I will not use my network access to the Collier County network in any manner inconsistent with the work I am contracted to perform. This includes only accessing information systems or data files required in the performance of my work, I agree to notify the appropriate Collier County contact of all accesses and details of actions or modifications which I have performed on systems while connected. I further affirm that I have read and agree to abide by the Collier County End User Computing Policy and Remote Access Policy as provided to me. I also agree to notify the Information Technology Department as soon as network access is no longer required so my access can be removed. I understand that violation of any of these policies could lead to loss of access, termination of vendor or contractor status, or prosecution under the applicable statute. I understand that vendor access is restricted to the hours of 8:00 a.m. to 5:00 pm. Collier County local time, unless otherwise agreed to and noted on this agreement. Printed Name signature Date CMA 5403 Attachment 1:1 0-15-2w CMA 5405 [Effective Date: June 10, 1999 (Revised: December 1, 2000; Revised: February 12,2001; Revised: October 1, 2001; Revised: October 1, 2003; Revised: May 30,2004; Revised: June 11, 2004; Revised: January 1, 2005; Revised: April 1, 2006; Revised: July 1, 2009; Revised: December 16, 2009; Revised: March 18, 2011)] § 5405-1. Purpose. A. The goal of this instruction is to ensure the integrity, proper operation and security of the County's technology resources by setting rules of conduct for use by all County employees, contract employees, and business partners. B. This instruction applies to the Collier County Board of Commissioners Agency's internal business network and associated systems and resources. This instruction does not apply to the Library's public use network, the Transportation Signalization Network, the Public Utilities Plant Control and SCADA Networks, Emergency Management non-IP two way communication systems and their associated systems and resources, except where they interface with the Agency's internal business network- C. This instruction sets forth the Agency's practices and procedures goveming the utilization of technology resources and disciplinary recourse for violations. This policy also sets forth guidance for compliance with applicable laws governing the handling of specific kinds of data created with or transmitted by network resources. § 5405-2. Definitions. A. AUTHORIZED ADMINISTRATIVE STAFF — IT staff and other staff authorized by the Director, Information Technology Department who have elevated privileges and access rights for the purpose of maintaining network resources and services. B. BUSINESS PARTNERS — any person not directly employed by the Board of County Commissioners who is authorized to utilize County technology resources. Examples of business partners would include, but not be limited to: vendors, contractors, and advisory board members. C. DATA — Information stored by technology assets, or transmitted from or through the network. D. DATA CUSTODIANS - Staff with the authonty for acquiring, creating, and maintaining data within their assigned area of control. E. INAPPROPRIATE CONTENT - Content that is fraudulent, harassing, embarrassing, sexually explicit, profane, obscene, intimidating, defamatory, or contains sexual comments, obscenities, nudity, pornography, abusive or degrading language, antisocial behavior, or inappropriate comments concerning race, color, religion, sex, national origin, marital status, or disability or is otherwise unlawful is inappropriate for the workplace and may not be sent by e-mail or other form of electronic communication or displayed on County computers or stored in the County's systems. F. LIMITED NON -BUSINESS USE — Use of the County's technology assets that does not impact employee productivity and complies with all other aspects of this policy. Page 1 of 11 CMA 5405 G. NETWORK — The data, voice, and multimedia communication system made up of devices (switches I routers / firewalls and the like), wires, fiber optics, jacks, access points (physical and wireless), software and services. H. NETWORK RESOURCES — Any services which may be accessed through the Collier County network. Examples include, but are not limited to: software applications, e-mail, data, telecommunications, the 800 N*1z Public Safety Radio System, and Internet resources accessed from or through the network. 1. REGULATED DATA — data that requires special handling due to statutes, regulations or agency policies. At this time, regulated data includes, but not limited to: Protected Health Information (PHI) protected under HIPAA rules and statutes, Payment Card Industry (PCI) and other personal financial information (PFI) (e.g. credit card and bank account numbers) and personal identifying information (Pll) (e.g. social security numbers), addresses and names of judges and law enforcement officials, and other data exempted from the State of Florida's Public Records Laws by statute. J. SLATE — a form factor for a computing device that meets the following criteria: 1. Does not ran Windows operating system as its base operating system, and 2. Uses "touch" as its primary mode of user interface. K. TECHNOLOGY ASSETS — any devices owned by Collier County that are part of or used for data or voice communications. Examples include, but are not limited to: computers, network switches and routers, servers, databases, personal data assistants, smart phones, cellular air cards, printers, telephones, 800 MHz radios, and associated software and accessories. L. TECHNOLOGY RESOURCES — includes all of the following: TECHNOLOGY ASSETS, information/data stored or in transit, the County's private data network, NETWORK RESOURCES, and all resources and services associated with other networks accessed from or through the County network, including the Internet, Internet Services, and other agencies' or corporate networks and services. M. USER — Inclusively, staff, elected / appointed officials, and/or business partners authorized to use County technology resources. 5405-3. Concept. A. Compliance: 1) This policy applies to all users of Collier County technology assets, network and/or network resources including authorized administrative staff except when utilizing properly authorized elevated privileges or access rights in the discharge of their duties. a. Authorized administrative staffs use of elevated privileges is govenied by IT Department policies. b. Employee violations will be assessed and disciplinary actions will be governed by CMA 5351 — Discipline, and CMA S31 1.1 - Standards of Conduct. c. Business partner violations will be subject to loss of the use of technology assets, network and/or network resources and contractual sanctions. Page 2 of I I CMA 5405 2) Because of the interdependent nature of network and communications systems, interruptions of service can have a broad impact with the potential for large adverse financial consequences or impact to health and safety. Loss of technology resources and/or misuse of network resources can cause financial damage to the County, the taxpayers of Collier County, and those who depend on County services, therefore, these resources must be protected. As such, violations of this policy may unduly expose the network to intended or unintended risks, which may or may not result in actual losses. a. Department Directors are required to consult with the Director, Information Technology when assessing penalties for violations of this policy. b, The severity of infractions will be assessed by the Director, Information Technology who will forward a risk / threat assessment to the supervising Department Director for use in making recommendations for disciplinary actions in accordance with CMA 5351 - Discipline. c. The Human Resources department will advise Department Directors in order to ensure consistency in the handling of employee violations of this policy. 3) Collier County, at its discretion, reserves the right to monitor any use of network resources, to monitor computer and internet usage, including, but not limited to: sites visited, searches conducted, information uploaded or downloaded and to access, retrieve and delete any data stored in, created, received, or sent over the network or using network resources for any reason and without the permission or prior knowledge of any user, Collier County may monitor the use of technology assets, content of electronic communications and the usage of network resources to support operational, maintenance, auditing, security, disciplinary, and investigative activities. 4) County employees and authorized business partners using County owned technology or network resources have no right or expectation of personal privacy for any voice communications, e-mails, internet searches, internet sites visited, or data stored in, created by, received with, or transmitted using technology resources. Use of passwords or other security measures, whether mandatory or voluntary, does not in any way diminish Collier County's rights or create any privacy rights of users. Collier County has administrative tools that permit it to monitor all activities on the network and access all data stored within technology resources. 5) All Collier County employees and business partners who have access to technology assets and/or network resources must affirm that they have read and understood all applicable policies annually. B. User Responsibility: 1) Authorized network users are responsible to ensure that network resources are used only for their intended purposes. a. Except for services intended for use by the public (kiosks, terminals and public wireless services) technology assets, technology resources, network resources, the network and data are intended exclusively for the use of authorized employees and business partners only. Page 3 of I I CMA 5405 b. Technology assets, technology resources, network resources, the network and data are the property of Collier County Government. Collier County provides these systems to be used for County business purposes, although limited non -business use is permitted. All communications and data transmitted by, received from, passed through, or stored in these systems are the exclusive property of Collier County. At all times, employees and authorized business partners have the responsibility to use these resources in a professional, ethical, and lawful manner. c. Use of technology and network resources is a privilege that may be monitored, restricted or revoked at any time. Collier County reserves the right to revoke the privileges of any user at any time. d. Conduct that interferes with the normal and proper operation of Collier County's network or network resources, which adversely affects the performance of the network or the ability of others to use the network or network resources or, which is harmU or offensive to others will not be permitted. Such actions may subject employees to disciplinary action in accordance with CMA 5351 - Discipline. Such actions by business partners may result in the loss of network privileges and/or contractual sanctions, e. The Director, Information Technology can authorize actions to remediate network or application performance problems during an incident where network or application performance has been adversely affected. f. A user may not use the County network or technology assets to connect to or make use of other computer systems unless specifically authorized to do so by the operators of those systems, & Because network and data security are dependent upon physical security, all Collier County employees have a responsibility to ensure that only authorized employees and/or business partners or properly escorted visitors have access to areas where network access is available and that only authorized employees have access to secure spaces where network resources are located. 2) Staff and authorized business partners are issued credentials (user name and password) for accessing the network and network resources. Users are responsible for periodically changing their passwords and safeguarding their passwords. a. Users are responsible for all transactions made using their credentials. b. Users are responsible for protecting the confidentiality of their credentials and are prohibited from sharing their credentials with anyone. c. Users shall not leave their computers unattended while their account is logged in without first locking the computer, using the Windows "Lock Computer" functionality. d. User passwords for County network accounts or passwords for County application system access may not be printed or stored online in any file, database or Internet service. It is the user's responsibility to safeguard their password. If a user suspects for any reason that their password may have been compromised, they must immediately change it. e. No user may access the network or network resources with another uses credentials. If access to another user's account is required, access can be granted by the IT Service Desk upon request from the user's manager. f All network access must be accomplished by user specific credentials, and as a normal course of business, generic or "shared" network accounts are not issued. In special cases the IT Service Desk Manager can authorize the use of shared accounts with proper authorization from the users' management under circumstances where Page 4 of 1 I CMA 5405 individual accounts can't adequately meet business needs and their use will not compromise identity integrity and auditing. g. N4isrepresenting, obscuring, suppressing, or replacing a user's identity on the network is forbidden. The user name, e-mail address, County affiliation, and related infbrmation included with electronic messages or postings shall reflect the actual originator of all messages or postings. 3) Network Security a. Users shall report any suspicion of violations of any provision of this policy to their supervisor or the Information Technology Department Service Desk.' Users shall notify the Service Desk of any instances where they observe or have reason to believe that data is inappropriately accessible to employees, the public, or business partners. b. Users shall promptly report all information security alerts, warnings, suspected system vulnerabilities, etc, to the IT Service Desk. c. Users shall not exploit inadvertent rights or deficiencies in information systems security to damage systems or data, obtain resources beyond those to which they have been authorized, or to obtain or take resources away from other users or gain access to other systems for which proper authorization has not been granted. d. Users who receive virus alerts or notice unusual system behavior, such as missing files, frequent system crashes, misrouted messages, etc., should immediately notify the IT Service Desk. To prevent possible damage to Collier County data, technology assets and network resources, users are not permitted to remove viruses on their own. If users believe they may have been the victim of a virus or other malicious software, they must immediately infonn the IT Service Desk, e. In order to ensure that virus signatures, patches and security software are up to date, any workstations or portable computers that have not been updated within 30 days will be removed from the network. Updates occur upon login. Action by the IT Service Desk will be required to restore connectivity. 4) Inappropriate Use a. Internet browsing on websites with inappropriate content is prohibited. Use of the Internet will be monitored and corrective actions will be taken by the user's department, in coordination with Human Resources and Information Technology. b. Except for employee services administered on the County's Intranet by the Human Resources Department, Collier County's technology assets, network and network resources may not be used for dissemination or storage of commercial or personal advertisements, solicitations, promotions, political material, inappropriate content or any unauthorized use deemed inappropriate. c. Users are not permitted to store, download or transmit copyrighted materials with network resources unless written permission has been granted. Examples of copyrighted materials include, but are not limited to: commercial music, video, graphics, or other intellectual property. Collier County will not provide a defense for violators of copyrights. Collier County allows reproduction of copyrighted material only to the extent legally considered "fair use" or with the permission of the author/owner- All doubt about whether software or other material is copyrighted, proprietary, or otherwise inappropriate for duplication should be resolved in favor of not duplicating such information. d. Users are not permitted to make any defamatory statements using network resources. Page 5 of I 2 CMA 5405 e. County Employees are not permitted to subscribe to information services without the approval of their supervisor. f. Users are not permitted to capture, store or create digitized images of signatures (other than their own) or attach or affix a digitized image of a signature (other than their own) to any document or e-mail or use such image of a signature in any way that could be interpreted as representing information as being originated, approved, or sanctioned by another person without the express permission of the signatory. 1) Employees are responsible to ensure that business partners requiring access to the network or network resources are properly authorized. Business partner accounts will be issued on a monthly basis and will expire on the last day of each month, Employees are responsible for requesting extension of business partner accounts if required. Generic business partner accounts will not be issued. All business partner accounts must be issued in the name of the user. 2) Any business partner requiring access to the network or network resources must complete the Third Party Use Agreements, file them with the IT Department, and maintain compliance with the terms of that agreement 3) Once granted access, business partners must comply with this policy in its entirety. Business partner violations of this policy may result in loss of access and purchasing sanctions. 1) All e-mails entering or leaving the County's e-mail system are duplicated and retained in an administrative mailbox in addition to each user's mailbox. As such, users are free to delete e- mails from their mailbox when their usefulness to the user has ended. However, if the user would like future access to such e-mails, they should retain them. At the designated time, all e-mail in Outlook will be archived. At this time, e-mails are never deleted from the archive. 2) BCC staff are required to use the county email system and only the county email system for county business. Use of external email systems compromise the Agency's ability to execute complete public records requests, 3) Users shall not send unsolicited/non-business e-mail to persons without their consent. Chain letters or other non -business related use of network resources is prohibited. 4) Mass e-mailing for business purposes must be coordinated with the IT Service Desk. Non - business related mass e-mailing is prohibited. 5) The use of the "Subscribers" and "BCC -Agency" distribution lists are restricted to department directors, division administrators and the County Manager's office. 6) Tampering, forging, or altering e-mail identity information is prohibited. Sending an e-mail which in any way appears as though it was sent by someone else (who did not send it) is prohibited. Page 6 of I 1 7) Inappropriate content may not be sent by e-mail or other formmessage fele electronic v that communication displayed on or stored in the County's computers. Anyshould be reported immediately to intimidating, hostile, offensive or inappropriate content management so that appropriate measures can be taken. ate content as defined in 8) Users must not originate or forward any e<mails with inappropri section 2(E) and 3(D)6. Reference CMA 5311 .1 (Standards of Conduct). with inappr°Friate coontent as defined in section e-mail messages with 2(E) or 9) Users receiving rvisor, manager, or depa tment director. Referee their 3(D)6 Must immediately notify Pe CMA 5311 .1 (Standards of Conduct). ov d l: {1) the date and time the e-mail was a. The following information must be provided: identify sent/receved; (2) the sender's e-mail address (or, if unavailable, any ing nformaaon information); (3) and the subject line. b. Do not forward the e-mail.e Once zn i deleted. cified in Section D.(8)a is passed on to a supervisor, th its from their employees shall c. Supervisors, managers or directors receiving such repo entldivsion. provide these reports to the HR Generalist for their ro explicit e- Additionally, if the user reports having received repetitive inapp p mails from the same external sender, these reports and all supporting documentation should be provided to the IT Service Desk as well as Human Resources. 1p Signatures, tag; tines, and background settings should be professional in nature and reflect positively on the County. may contain some or all of the following: Name, Agency Name, a. Signatures Department/Division, 'Title, Address, Telephone Number, Fax Number, Cell Phone Number, e-mail Address. Colors and fonts other than the default settings are acceptable, gyrational, or political messages are subject to b. Tag lines conveying personal, inspirational, interpretation and are, therefore, Prohibited. Tag lines may contain agency`, mission or or logos. department or division mottos, a backgrounds ion should be used in e-mail settings. c. To portray a professional image, 3T E. Hardware/Equipment: 1 County technology assets, network and network resources are provided as a toot to enhance r%rm job duties. Access to County technology assets is a privilege - productivity and pe ed b the IT Department are permitted on the a� only devices which are managed y Agency's business network, y Agency's Intranet b. The processes and procedures for purchasing technology items are on the Agea be refused and updated periodically. improperly purchased technology network access. devices is permitted that such devices will be c. The use of personally owned computingowned limited to publically available websites and Internet resources - computing devices are not managed by the IT Department access to the Agency's business network. licatioi>s in d. SLATE computers may be approved for purchase for special Purposeapp limited numbers after review and approval by the IT Department. At this time, SLATE computersare not managed by the IT Department and are not permitted page 7 of 11 CMA 5405 access to the Agency's business network, however a list of SLATE computers that can be managed and will be allowed internal network access will be developed and posted on the intranet as they are qualified. Special considerations that may apply to the purchase, governance, recurring charges, and use of SLATE devices can be found on the Agency's intranet 2) Unauthorized Equipment. a. Users may not connect any device to County technology assets or the network- Only authorized administrative employees are permitted to add devices to the network. This prohibition includes, but is not limited to, personal network hubs, routers or switches, wireless access devices, USB hubs, portable computers, smart phones, and storage devices. IT Employees are required to disconnect and remove any such equipment upon discovery. b. Portable storage devices like USB "thumb" drives are permitted for the transport of non -executable (data) files as long as their use does not require any installable software or cause the installation of software, Executing programs stored on these devices is prohibited. These devices shall not be used as primary storage. Transporting regulated data files via these devices is prohibited. c. Employees and business partners may not use cameras, cell phone cameras, digital cameras, video camera, or other form of image -recording device in the workplace without the express permission of the supervising Department Director and of each person whose image is recorded. This provision does not apply to employees who must use such devices for business purposes in connection with their positions of employment. 3) Users shall not tamper with technology assets in any manner. All repairs must be coordinated through the IT Service Desk. I a. Users shall not connect or disconnect any technology asset or network resource without prior coordination with and approval from the IT Service Desk. All hardware installations, repairs, moves, additions or changes must be coordinated through the IT Service Desk. b. Users shall not install, deactivate, uninstall or change any settings for any software provided by the County on any technology asset. Software provided includes, but is not limited to, virus detection and correction software, internet filtering software, monitoring software, power management settings, screen savers, and agents for software distribution. c. Users are prohibited from setting BIOS passwords. d. Settings in windows that are user accessible (e.g. desktop wallpaper, power management settings, color schemes, etc.) and application settings that are user accessible (e.g. browser favorites) are not covered under this Instruction and may be set and personalized by the user, although they may be altered by operating system patches and may or may not be transported in machine replacements. 4) Supervisors have the discretion to allow Collier County computers to be used by employees at home for County -related work purposes. The restrictions pertaining to the use of County computers at home will be the same as if they were directly connected to the County network and all policies apply. Use of County technology assets and network resources are for the exclusive use of authorized users only. IT support for home use will be limited to telephone support, or users will be required to bring County equipment to the workplace and will be Page 8 of I I CMA 5405 provided assistance during business hours. The IT Department does not provide on -site support for home use of computers. F. Operating System/Software 1) Users are prohibited from possessing or distributing computer viruses, spyware, or other malicious software development and/or distribution tools. Users found to be in possession of such software may be subject to disciplinary action, including discharge, and possible civil and/or criminal penalties. 2) Users are prohibited from possessing tools commonly used for gathering technical information about the network or network resources useful for attempts to hack or breach security. Users found to be in possession of such software may be subject to disciplinary action, including discharge, and possible civil and/or criminal penalties. 3) Installing; Software. a. Users are not permitted to download executable software. b. Users are not permitted to install executable software on IT Assets. The IT Service Desk will assist users with authorized software installs. c. Users with Windows Administrative Rights have been granted these rights solely to permit them to use software that requires these rights in order to run properly. Users with Windows Administrative Rights are not permitted to install executable software on IT Assets, unless they have an agreement authorized by the Director, Information Technology to do so. d. Users with fully executed "Special Service Level Agreements," which have been paid and are in good standing, are permitted to install the software identified in that agreement on the specific IT ASSETS specified within the agreement. 4) License Compliance. a. The IT Department is responsible for the Agency's compliance with certain software license agreements. Users are forbidden from making unauthorized copies of software. Collier County will not provide a defense for violations of licensing agreements- b. Collier County allows reproduction of copyrighted material only to the extent legally considered "fair use" or with the permission of the author/owner. All doubt about whether software is copyrighted, proprietary, or otherwise inappropriate for duplication should be resolved in favor of not duplicating such information. c. The IT Department provides license compliance services, however if the user prefers not to use IT's compliance service, they shall be responsible for proper and adequate physical security and protection of software in their possession. A locked file cabinet or locked desk drawer should be used to safeguard software, d. Users shall not copy or use County owned software on their personally owned home computers, laptops, or other electronic devices. e. Users shall not provide copies of County owned software to any business partner, client, or third person, or perform any other action that would cause non-compliance with any licensing agreement. f. Unlicensed or unauthorized software will be removed immediately upon discovery by IT employees. Staff found to be in possession of unlicensed or unauthorized software may be subject to disciplinary action, including discharge, and possible civil and/or criminal penalties. Employees who become aware of any misuse of software Page 9 of 1 I CMA 5405 or violation of copyright law should immediately report the incident to their immediate supervisor. G. Data Management: 1) Users should be aware that deletion of any data may not truly eliminate the information from systems. Most data is stored in a central back-up system in the normal course of data management. 2) In order to protect overall network performance, the County reserves the right to reprioritize and/or apply size limitations on data stored in or transmitted over the network. The County reserves the right to disconnect or otherwise manage circuits during incidents which jeopardize network performance. 3) Users may not access or alter in any manner data that is not involved in the execution of their job functions. a. Users are not permitted to access, modify, delete, and/or utilize data, which they may have access to, for any purpose except their job duties, Collier County business objectives, or business practices. b. Users shall utilize information that they are authorized to access only for the specific purposes for which it is intended. c. Except for authorized public records searches and special investigations, data and communications (e.g. e-mail and voice communications) shall be urged as confidential and accessed only by the intended custodiart/reciptent(s). Users are strictly prohibited from accessing any data or communications to which they are not intended to have access or are not the intended recipient. 4) No user may encrypt data for transmission over or storage on network resources without written permission from the Director, Information Technology. The system and methods required to encrypt and decrypt data must be approved by the Information Technology Department. If the encryption method relies on secret keys, the Information Technology Department must manage the storage and security of such encryption keys. The Information Technology Department has methods in place to store secret keys securely, assuring the secrecy of encryption keys and the ability to decrypt data. If encrypted data is discovered, the data owner must provide clear text/unencrypted data along with the encryption system and secret keys to the Director, Information Technology upon request. 5) Regulated Data. a. Generally, all data and records created, stored, sent, or received on the Collier County network and network resources are public records except those exempted in Chapter 119 and 435.09 of the Florida Statutes or in any other applicable laws. Protected Health Information (PHI) protected under HIPAA rules and statutes as well as Payment Card Industry (PCI) data, personal financial information (PFI) (e.g. credit card and bank account numbers) and personal identifying information (PID (e.g. social security numbers) are specifically excluded from the public record. b. Based on the content of data, statutes and/or agency policies may apply to the proper handling. it is the responsibility of the user to know the statutes/policieshules that govern the handling of the regulated data to which they have access and to act in accordance with the applicable statutes/rules. Employees should consult with the Page 10 of I I CMA 5405 County Attorneys office to resolve any questions regarding proper legal handling of data. The data custodian shall be responsible to inform the Director, Information Technology of any regulated data that is collected or stored in any network resources so that it may be handled appropriately. The County has taken measures to ensure the confidentiality, integrity and availability of sensitive information, including PHI, PFI, and PH and that access to sensitive information is restricted to authorized users. Users must take steps to minimize the possibility of unauthorized access including, but not limited to, making sure that the position of their monitor is not subject to unauthorized viewing, not leaving regulated data on an unattended computer screen, and, proper custodianship of printouts. Regulated data shall not be stored on any computer's local storage or any other type of portable storage device. Regulated data shall never be stored on a portable computer. Any inadvertent access of regulated data by users who should not have access must be reported to the 6rector, Information Technology. c. Users shall not make copies of regulated data, encryption keys, or secure (encrypted) data in its clear text (unencrypted) state. The approval of the Director, Information Technology is required if it becomes necessary to make a copy or replicate regulated or encrypted data. This includes storing such data in documents, data warehouses, secondary databases, portable computers, or portable storage devices. H. Social Media Services: Internet based social media services (SMS) (e.g. Facebook, Twitter, MySpace) accounts may be authorized for agency or departmental Promotion, outreach, Or other public relations purposes and must be authorized by the County Manager's Office. All use of social media must comply with the provisions set forth in CMA 1200, Media and Public Relations. Upon approval, a request for access must be submitted to IT by the Department Director. IT will provide approved site owners with the tools and instructions to archive their information for compliance with Public Records statutes and agency procedures. Each department is responsible for the proper archiving and retention of social media records. § 5405-4. Currency, The Information Technology Department is responsible for the currency of this policy. Page I I of 11 0 RESTRICTED NETWORK ACCESS AGREEMENT § 5"5-1. Purpose. § 5905-3. Guidelines. § 5905-2. Definitions. § 5905-4. Currency. [Effective Date. April 1, 20061 § 5905-1. Purpose. The purpose of this form is to document the agreement of Collier County non -employees who have been granted network accounts and permission to access the Collier County Data Network using only County workstations. § 5905-2. Definitions. As used in this CMA, the following terms "I have the meanings indicated: COUNTY DATA NETWORK — Availability restricted to those individuals granted special permission and who can only access the network from County workstations. COUNTY DATA SERVICES — Unrestricted availability for those individuals using Internet access from any workstation. § 5905-3. Guidelines. Access Description. The undersigned user is granted restricted access to the Collier County Data Network resources and applications. Access is limited to only using a Collier County owned and maintained workstation. Access from other workstations is restricted to those services accessible using the Internet. & Agreement Acknowledgement Form. User's Printed Name: Usees Title* User's Telephone Number: Uses Office and Location: I have read the Collier County End User Computing Policy, and understand and accept the responsibilities as described therein. I also understand that misuse Of County resources will be cause for system privilege revocation, as well as possible criminal or civil penalties as provided by law. 5905:1 09-15-2007 OFFICE OF COUNTY MANAGER ADMINISTRATIVE 59054 § 5905-3 PROCEDURE I agree that I have no expectations of privacy with regards to any information entered into or passed through the Countys Data Network. Any such information will be subject to Florida's statutes regarding public records unless specifically exempted. I also agree to promptly report any violations or suspected violations of information security policies to the information Technology Department. User Signature: For the Collier County IT Department: Date: § 5905-4. Currency. The Information Security manager (ISM) is responsible for maintaining the currency of this document. Contents will be reviewed on an annual basis, or sooner when situations warrant that review and possible changes are necessary. 5905:2 09 - 15 - 2W Department: Date: Vendor: C = If internal required, If hosted N/A R= Required 0= Optional Weighted for Technical Requirement Web -based candidate software shall utilize Microsoft Internet Explorer. No other browser is R/O 'u-i in. requirement to dept.. fielding RFPS Vendor'. Vendor's Not— Team responsible response comments The department purchasing the software supported. Current Collier Production Version is IE 9. benefits from increased security, efficiency, and lower support costs over the life of the software R1 R SD The vendor must submit any applicable license agreements for any proposed elements Allows the department that is purchasing the including a description of the licensing model, and list prices for all license types and whether R2 R software to determine the limitations of the APS or not custom licensin arran ements are available. licensin and the short and Ion -term costs The vendor must submit any applicable maintenance agreements for any proposed elements For the department purchasing the software this including a description of the maintenance plan, software upgrade policies and exclusions, and information will help them plan when will and list prices for all maintenance agreement types and whether or not custom maintenance R3 R how often these events take place and to APS agreements are available. manage their costs more efficiently. SAP is Colliers financial application and as such: • Applications cannot directly interface with SAP • Applications that have a paint of sales component must be able to produce a batch file daily containing all financial transactions for that day R4 R APS • The batch file will use the format supplied by the Collier County Clerk of Courts All desktop software applications must utilize Microsoft Operating System, cunent Collier R5 R OPS Production Version release with cunent patches and service packs. Windows 7 11, Applications ma not use Exchan a Event Sinks or Exchan a Public Folders. R6 R OPS If US -Cart posts vulnerability the software must be addressed within a 30 day timeframe by the R7 R OPS software vendor. Software must comply with all Federal, State and Local regulation and all access must comply Does this need an explanation? Seems crystal with current published County Manager Agency (CMA) policies. Current policies that apply are R8 R clear. Admin CMA 5402 and CMA 5403, CMA 5405, Fingerprint ordinance, Section 508 (ADA Compliance), HIPAA and PCI. Any software which stores personally identifying information, including but not limited to Vendors are required to meet all Federal , passwords, SSN, divers license numbers, etc.... or any financial information, such as credit Stale, and local laws: example HIPPA. Also the card numbers, bank routing information, etc... must fully protect the information and disclose Rg R banking industries PCI compliance APS/DEV/OPS/SD the methods of protection used, access protection methods, and life cycle handling of this data. requirements Indust standard enc tion methods utilizing at least 256 bit enc lion techni ues are Software vendors will acknowledge In writing prior to selection, that Collier County Government R10 R APS will own any and all data and the databases. The candidate software application proposal must include a complete hardware topology Technical specifications, hardware diagram and recommended hardware configurations. requirements, and visual representations of the Vendor Deliverables: candidate's recommended software solution will - Topology Diagram C7 R enable the selection committee to understand APS - Recommended hardware requirements (workstation and server) the complexity of the application and costs to - Network bandwidth requirements support it. The vendor must submit any applicable license agreements for any proposed elements Allows the department that is purchasing the including a description of the licensing model, and list prices for all license types and whether R2 R software to determine the limitations of the APS or not custom licensing arrangements are available. licensing and the short and long-term costs The vendor must submit any applicable maintenance agreements for any proposed elements For the department purchasing the software this including a description of the maintenance plan, software upgrade policies and exclusions, and information will help them plan when will and list prices for all maintenance agreement types and whether or not custom maintenance R3 R how often these events take place and to agreements are available. manage their costs more efficiently.APS Web -based software must utilize IIS 7 or newer with current patches and service packs. The department purchasing the software C2 R benefits from increased security, efficiency, and OPS lower support costs over the life of the software Software applications should support and run on current shipping release of virtual servers, including: - VMware ESX (5.1 or current version / confirm with BCC IT Operations) C3 R OPS - Microsoft Hyper-V 3.0 All software upg.d,s or changes required by the selected vendor must be fully tested before being moved into the production environment. Therefore vendors must include in their proposal the costs for licensing, C4 R APS professional services, and annual maintenance to set up and maintain test and development environments. System must support the current backup Collier Production environment with NetBackup V 7.5.5.1 or current running ve CS R OPS All server software applications must utilize Microsoft Operating System, current Collier Standardizing the desktop operating system to Production Version release with current patches and service packs, current version Server C6 R a few specific versions decreases the OPS 2008 and Server 2012 R2 management overhead for support and lowers the cost to the agency. Database solutions should take advantage of the County's Microsoft's SOL Server C7 R Dew environment. The current environment is Microsoft SOL Server 2012 64-bit . Hard coding account access shall not be permitted. Provides enhanced application security by C8 R removing the issue of being unable to change OPS/DEV user account names and im.wordg if that If geographic information systems (GIS) is included in the solution, the solution should leverage the County's ESRI GIS infrastructure, which includes ArcGIS for Server Enterprise Advanced C9 R DEV 'All optional items listed below may incur additional costs for support and maintenance for the=lcation that is proposed. All additional costs, for implementation and ongoing mainte c would be borne by the department purchasing the application. Incident Support providing 24x7/365 coverage shall be offered • Incident response service This service is appropriate when a department's levels shall be specfied. critical business is run outside of the normal 8 01 0 -10 to 5 Monday to Friday work week ( example: APS evenings, weekends, holidays) and the Client software applications should support and the vendor should provide package definition Results in lower support and maintenance costs files with silent install without user interaction, using Microsoft SCCM current version. 02 O -10 for the department that owns the software. APS Supported installation packages include: - MSI, Microsoft Windows installer MSI compatible All software application vendors are required to notify Collier County when new releases Allows the department that owns the software to become available and when current releases and related systems are no longer supported. 03 O -10 get the latest functionality that the vendor is offering along with patches that keep software APS securi and compatibilit current. Preferred solutions should take advantage of the County's Active Directory environment and Provides enhanced security by eliminating the utilize Windows Authentication at the application, database and server tier, run fully in the user possibility of a disgruntled former employee or context, and not require elevated permissions or administrative permissions. Elevated 04 -10 0.10 vendor getting access to a department's APS/DEV/OPS/SD permissions require adherence to all relevant policies, such as the Elevated Privileges and application since their network account with be Elevated Database Permissions policies. disabled. �• 7 ® - A CERTIFICATE LIABILITY IIYLANCE 16.. i 4/30/2016 DATE (MM/DD/YYYY) 6/2/2015 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 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 Lockton Insurance Brokers, LLC CA License #OF15767 Two Embarcadero Center, Suite 1700 San Francisco CA 94111 CONTACT NAME: PHONE FAX N Ext : I A/C No): E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC # (415) 568-4000 INSURER A: National Fire Insurance Co of Hartford 20478 INSURED Active Network, LLC 1394474 717 North Harwood St., Suite 2500 INSURER B : National Union Fire Ins Co -Pittsburgh PA 19445 INSURER C : Columbia CasuaU Co=Qy 31127 INSURER D: The Continental Insurance Company 35289 Dallas TX 75201 INSURER E : INSURER F : COVERAGES 1084882 CERTIFICATE NUMBER: 12901274 REVISION NUMBER: xxxxxXX 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 LTR TYPE OF INSURANCE ADD INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR Host Liquor Liab. Y N 6016940273 6/1/2015 6/1/2016 EACH OCCURRENCE DAMAGE TO RENTED -PREMISES Ea occurrence) $ 1000,000 X GEN'L MED EXP (Any oneperson) $ 15,000 Included PERSONAL & ADV INJURY $ 1,000,000 AGGREGATE LIMIT APPLIES PER: POLICY ❑ PRO- ❑ JECT LOC OTHER: GENERAL AGGREGATE $ 2 O O OOO PRODUCTS -COMP/OP AGG $ 2,000,000 $ D AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS Comp $500 X Coll $500 N NT 6016940239 6/1/2015 6/1/2016 COMBINED LIM (Ea accident) $ 1 000 000 X BODILY INJURY (Per person) $ XXXy BODILY INJURY Per accident X $ X-KYt)X PROPERTY DAMAGE $ X�rx�r`rA X $ xxxxx x A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE N N 6016940287 6/1/2015 6/1/2016 EACH OCCURRENCE $ 25 000,000 AGGREGATE $ 25,000,000 DED I I RETENTION $ $ XXXXXXX D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUC N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A N 6016940256 6/1/2015 6/1/2016 X ISTATUTE1 I ER E.L. EACH ACCIDENT $ 1 O O E.L. DISEASE - EA EMPLOYEE $ 1 000 000 E.L. DISEASE - POLICY LIMIT $ 1!000.000 B A Crime Tech E&O/Cyber Liability N N 04-186-73-28 596571163 6/1/2015 4/15/2014 6/1/2016 4/30/2016 $ 5,000,000 Limit $10,000,000 Limit DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Collier County Board of County Commissioners is included as additional insured as respects General Liability as required by written contract or agreement CERTIFICATE HOLDER CANCELLATION 12901274 Collier County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3327 Tamiaml Trail East THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Naples FL 34112 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRI `.� �4C111, 5 t 'l © I rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD