Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Agenda 10/25/2022 Item #16D 4 (To ensure the efficiency and effectiveness of Parks and Recreation operations by maintaining continuity among its automated registration, reservation and accounting systems)
16.D.4 10/25/2022 EXECUTIVE SUMMARY Recommendation to approve the award Request for Proposal (REP) No. 19-7657, "Parks Activity Management Software Solution", to Active Network LLC, and to authorize the Chairman to sign the attached agreements. OBJECTIVE: To ensure the efficiency and effectiveness of Parks and Recreation operations by maintaining continuity among its automated registration, reservation, and accounting systems. CONSIDERATIONS: On October 9, 2019, the Procurement Services Division released RFP #1 19-7657 "Parks Activity Management Software Solution" and two (2) submittals were received by the December 20, 2019 deadline. Both Active Network LLC and Perfect Mind, Inc were deemed responsive/responsible. A minimum of three (3) references were requested from clients of a similar size for which the vendors provided services similar in scope and complexity within the past three (3) years. The Selection Committee convened on February 27, 2020, and scored each of the proposals and shortlisted the two (2) firms for presentations. On April 27, 2020, the Selection Committee reconvened for step 2, presentations were given, and the Committee ranked the vendors. Company Name Final Rank Active Network LLC 1 Perfect Mind, Inc. 2 Active Network offers a completely web -based Software -as -a -Service (SaaS) solution (Active Net) to manage all facility functions, memberships, and league and recreational program registrations using a payment system that is PCI compliant. The ongoing service costs for the Active Net solution are based on a per -receipt (transaction) fee structure. These transaction fees will be deducted from revenues processed directly by the vendor. Included in the fees are technical support, necessary upgrades, hosting/maintenance of data, backups, and integrated payment processing fees. Processing fee Transaction fee Total fees Current 2.84% 1.54% 4.38% Proposed 3% reduction 2.75% 1.50% 4.25% Staff is recommending award to Active Network LLC. Parks and Recreation currently have two (2) prior active agreements for these services, being Agreements #14-6274 with Athlaction Holdings LLC dba ActiveNetwork Inc. and #10-5401-NS with ActiveNetwork Inc., related entities of Active Network LLC. Both existing Agreements will be terminated and replaced by RFP #19-7657. FISCAL IMPACT: Funds for the Parks Activity Management Software Solution are available within various cost centers in General Fund (001) and MSTD General Fund (111). The total estimated cost of service is $253,000 per fiscal year. GROWTH MANAGEMENT IMPACT: There is no Growth Management impact associated with this Executive Summary. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for approval. -RTT RECOMMENDATION: To award Request for Proposal No. 19-7657, "Parks Activity Management Software Packet Pg. 1029 16.D.4 10/25/2022 Solution", to Active Network LLC and to authorize the Chairman to sign the attached agreements. Prepared By: Jeffrey Newman, Manager- Financial and Operational Support, Operations and Veterans Services Division ATTACHMENT(S) 1. 19-7657 Agreement _ActiveNet CAO (PDF) 2. 19-7657 Merchant Processing Agr_ActiveNetwork CAO (PDF) 3. 19-7657 Final Rank (PDF) 4. 19-7657 NORA (PDF) 5. 19-7657 RFP Solicitation (PDF) 6. [linked] RFP 19-7657 ACTIVE network Proposal (PDF) 7. 19-7657 COI_ActiveNet (PDF) Packet Pg. 1030 16. D.4 10/25/2022 COLLIER COUNTY Board of County Commissioners Item Number: 16.13.4 Doe ID: 23439 Item Summary: Recommendation to approve the award Request for Proposal (RFP) No. 19-7657, "Parks Activity Management Software Solution", to Active Network LLC, and to authorize the Chairman to sign the attached agreements. Meeting Date: 10/25/2022 Prepared by: Title: — Operations & Veteran Services Name: Jeff Newman 09/20/2022 2:18 PM Submitted by: Title: — Operations & Veteran Services Name: Jeff Newman 09/20/2022 2:18 PM Approved By: Review: Operations & Veteran Services Jeff Newman Additional Reviewer Parks & Recreation Olema Edwards Additional Reviewer Procurement Services Ana Reynoso Level 1 Purchasing Gatekeeper Procurement Services Sue Zimmerman Additional Reviewer Procurement Services Barbara Lance Additional Reviewer Public Services Department Todd Henry PSD Level 1 Reviewer Public Services Department Tanya Williams PSD Department Head Review Procurement Services Sandra Herrera Additional Reviewer Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Office of Management and Budget Christopher Johnson Additional Reviewer Community & Human Services Maggie Lopez Additional Reviewer County Attorney's Office Ronald Tomasko Additional Reviewer County Manager's Office Amy Patterson Level 4 County Manager Review Board of County Commissioners Geoffrey Willig Meeting Pending Completed 09/20/2022 2:18 PM Completed 09/20/2022 2:38 PM Completed 10/14/2022 11:37 AM Completed 10/14/2022 2:37 PM Completed 10/17/2022 8:04 AM Completed 10/17/2022 8:45 AM Completed 10/18/2022 11:13 AM Completed 10/18/2022 4:44 PM Completed 10/19/2022 8:24 AM Completed 10/19/2022 9:24 AM Completed 10/19/2022 12:11 PM Completed 10/19/2022 2:14 PM Completed 10/19/2022 2:43 PM Completed 10/19/2022 2:50 PM 10/25/2022 9:00 AM Packet Pg. 1031 16.D.4.a FIXED TERM SERVICE AGREEMENT #19-7657 for PARKS ACTIVITY MANAGEMENT SOFTWARE SOLUTION THIS AGREEMENT, made and entered into on this day of , 2022 by and between ACTIVE_ NETWORK, LLC, a Delaware limited liability company, authorized to do business in the State of Florida, whose business address is 5850 Granite Parkway, Suite 1200, Plano, TX 75024, (the "Contractor") and COLLIER COUNTY, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a five (5) year period, commencing upon the approval of the Board of County Commissioners (the "Initial Term"). The County and Contractor may, upon mutual written agreement, renew the Agreement under all of the terms and conditions contained in this Agreement for five (5) additional one (1) year(s) periods (each a "Renewal Term") and together with the Initial Term, shall be the "Term". The County shall give the Contractor written notice of the County's intention to renew the Agreement term at least thirty (30) days prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall contact the County representative upon issuance of a Purchase Order, to schedule the work based on lead times and resource availability. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of this Agreement. The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. 3.1 This Agreement and its attached exhibits 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's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 1G785t60% Packet Pg. 1032 16.D.4.a 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule and Exhibit C — Products and Services Terms, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): ® Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented. For any professional services offered to the County under this Agreement, the County will pay a lump sum of fifty percent (50%) upon the execution of an agreement for such professional services and the remaining fifty percent (50%) upon completion of the professional services. N Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e., installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 ® (check if applicable) Travel and Reimbursable Expenses: Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage $0.44.5 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard - size vehicles 1G785160v1 Packet Pg. 1033 16.D.4.a Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531 C. Refer to Exhibit C for further details on the obligations of either party to pay taxes. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed to the Contractor at the following: Company Name: ACTIVE NETWORK, LLC Address: 5850 Granite Parkway, Suite 1200 Plano, TX 75201 Attention Name & Title: Legal Department All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Name: Parks & Recreation Division Division Director: Olema Edwards, Interim Director Address: 15000 Livingston Road Naples, FL 34109 Administrative Agent/PM: Viviana Giarimoustas, Contract Administrator Telephone: 239-252-4915 E-Mail(s): Viviana.Giarimoustas@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 1G785i6Ovi f� Packet Pg. 1034 16.D.4.a 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non -County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any mariner whatsoever, County facilities in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be in violation of law, the County shall have the right to suspend the Agreement. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County without undue delay after receiving notice of such violation, conduct, or practice, such suspension shall continue until the violation is cured, if capable of correction, or otherwise until Contractor stops using commercially reasonable efforts to promptly correct the violation. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. The non -breaching party may terminate this Agreement, including any or all exhibits or schedules executed hereunder, immediately upon written notice: (a) in the event that the breaching party commits a non -remediable material breach of this Agreement, or if the breaching party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non -breaching party within thirty (30) days of being notified in writing of such breach, except for breach of non-payment which will have a ten (10) day cure period. Refer to Exhibit C for further details regarding termination. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 167551600 Packet Pg. 1035 16.D.4.a 12. INSURANCE. The Contractor shall provide insurance as follows: A. ® Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. ® 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. C. ® Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor 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 aggregate. D. ® Cyber Liability: Coverage shall have minimum limits of $1,000,000 per claim. E. ®_Technol_ogy Errors and Omissions: Coverage shall have minimum limits of $1,000,000 per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. Contractor shall defend, indemnify, hold harmless, settle, and 167851600 r= Packet Pg. 1036 16.D.4.a pay any and all liabilities, damages, losses and costs (including, but not limited to, reasonable attorneys' fees) relating to any third party claim, demand, cause of action, or proceedings (whether threatened, asserted, or filed) ("Claims") against the County to the extent that such Claim is based upon Contractor's proprietary Products (excluding third party products) directly infringing a United States patent, registered United States copyright, or registered United States trademark, provided that the Products are used in compliance with this Agreement. This section does not pertain to any incident arising from the sole negligence of County. To the extent not prohibited by law, the County will defend, indemnify, and hold Contractor harmless from and against any and all Claims against Contractor to the extent that such Claim is based upon (a) any actual, alleged or anticipated breach by the County of this Agreement; (b) County's provision to the Contractor of materials, Products, or Services as part of the County's obligations hereunder that infringe the intellectual property rights of any third party provided that such materials, products, or services are used by Contractor in accordance with the Agreement; (c) use or unauthorized disclosure of personal data by the County or other third parties to whom access is given to personal data as provided hereunder; and (d) the County's use of the Services and/or SaaS in violation of the Agreement. The foregoing indemnification by County shall not constitute a waiver of its sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28, nor shall the same be construed to constitute an agreement to indemnify Contractor for Contractor's negligent, willful or intentional acts or omissions. For the purposes of this Section and any indemnification protecting Contractor under this agreement, reference to Contractor will also include its suppliers and licensors. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Parks & Recreation Division. 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Insurance Certificate(s), ® Exhibit A Scope of Services, Exhibit B Fee Schedule, ❑ Exhibit C — Products and Services Terms; and ® Other Exhibit D. 17, APPLICABILITY. Sections corresponding to any checked box (®) expressly apply to the terms of this Agreement. 18. 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. If sufficient appropriations are not made, the County will notify Contractor of the same, and this Agreement will terminate forthwith. The County represents that it intends to fulfill its obligations under this Agreement and reasonably believes that funds in amounts sufficient to fulfill these obligations lawfully can and will be vy Packet Pg. 1037 16.D.4.a appropriated and made available for this purpose. In the event funds are not appropriated in amounts sufficient to fulfill these obligations, the County shall use its best efforts to satisfy any requirement for payment from any other source of funds legally available for this purpose. Notwithstanding the foregoing, the County shall notify Contractor within thirty (30) days of any action by the Board of County Commissioners not to appropriate funds for payment of the County obligations hereunder and will provide Contractor with such notice and a copy of the resolution, minutes or recording of such action. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences; a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Division of Communications, Government and Public Affairs 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: Public Record Request(c_coIIiercountyf1.gov The Contractor must specifically comply with the Florida Public Records Law to: Keep and maintain public records required by the public agency to perform the service. 167851600 0 Packet Pg. 1038 16.D.4.a 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, shall remain in effect. in whole or in part, the remaining portion of this Agreement 23. ADDITIONAL ITEMSISERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 24. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation Packet Pg. 1039 16.D.4.a shall be attended by representatives of Contractor with full decision -making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision -making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 25. 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. 26. KEY PERSONNEL. The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The Contractor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall make commercially reasonable efforts to notify County within seven (7) days of a change in the personnel utilized for this project. 27. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, and the County's Board approved Executive Summary, the Contract Documents shall take precedence. 28. ASSIGNMENT. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement, in its entirety, together with all addendums and exhibits, without the other party's consent in connection with a merger, acquisition, corporate reorganization or sale of substantially all of its assets. Notwithstanding the foregoing, if such a merger, acquisition, corporate reorganization or sale of substantially all of its assets occurs, the other party to this Agreement may terminate this Agreement upon written notice. If the Contractor goes through a merger, acquisition, corporate reorganization or sale of substantially all of its assets, the County may terminate this agreement, upon thirty (30) days' written notice, and the Contractor will refund any prepaid fees covering the remainder of the term of this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. 1678st6ovi Packet Pg. 1040 16.D.4.a 29. SECURITY. In the event that Contractor's staff must perform services on County property, they agree to comply with security protocol under Collier County Ordinance 2004-52, as amended. IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: Crystal K. Kinzel, Clerk of the Circuit Court and Comptroller Dated: (SEAL) Contractor's Witnesses: Contractor's First Witness TTypelprint witness nameT Contractor's Second Witness I Typelprint witness nameT Approved as to Form and Legality: County Attorney Print Name 167851600 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA William L. McDaniel, Chairman Contractor: ACTIVE NETWORK, LLC LIM Signature TTypelprint signature and titleT 0 a U a+ C a� Packet Pg. 1041 16.D.4.a Exhibit A Scope of Services Definitions. Unless otherwise defined in this Exhibit A, capitalized terms used in this Exhibit will have the meanings set forth in the Agreement. 2. The Services. The services referenced in Section 3 of the Agreement refer to "The ACTIVE Net - Evergreen Package: Advanced Bundle" and are referred to in this Exhibit as the "Services." The Services shall include the following: a. Marketing Services i. Basic Google Analytics and Google Tag Manager configuration, including ecommerce and cross -domain tracking ii. Ongoing Google Analytics and Google Tag Manager updates and maintenance iii. Baseline SEO assessment, including a site audit and site crawl, occurring on a quarterly (3 month) basis iv. Access to a Digital Marketing Consultant to assist with troubleshooting questions, including a one (1) hour telephonic meeting each month upon request by Client b. Professional Services i. Access to ACTIVE Net Academy Exclusive (the "SaaS") for all existing County logins ii. Annual Technology Refresh System Optimization (Remote) iii. Annual Database Management System Optimization (Remote) iv. Annual Certification Course (Remote) c. Support and Maintenance Services i. Support and Maintenance Handbook 1. Contractor will maintain the technology used to provide the Services and provide technical support for County's use of the Services in accordance with the Support and Maintenance Handbook (http://support.activenetwork.com/activenet/articies/en US/Article/Support- and-Maintenance-Handbook). From time -to -time, the information in the Support and Maintenance Handbook may be updated by Contractor, in which case the updated information will be available for review in an attachment on ACTIVENet Answers. County is responsible for periodically reviewing the Support and Maintenance Handbook and by continuing to use the Services, County agrees to any updates or changes made to the Support and Maintenance Handbook. ii. Technical Account Manager 1. Dedicated escalation points for high priority issues 167851600 Packet Pg. 1042 16.D.4.a 2. 24 hour target response time 3. Monthly telephonic open case review with assigned Technical Account Manager iii. Phone Support. Unlimited phone Support for system down issues on a twenty four (24) hours x seven (7) days a week basis, provided that: (a) support calls, placed during "Extended Support Hours" (those occurring after 6:OOpm and before 9:OOam Central Time, Monday through Friday, and any time during the weekend and holidays), are placed by an authorized contact person and (b) the requested phone support consists of a "Call Priority Level 1" issue, as defined in the table below, Unlimited phone Support is offered to Desktop Software Clients only if the site has remote access and Internet email capability. iv. Support Issue Priorities and Timelines. New Support incidents are assigned one of the following levels, each with its respective standard ticket resolution target. Call Priority Description Standard Completion Target Level Priority 1 Issues that result in County's inability to fulfill 1 business Day 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 Issues significantly impacting the use of the 3 business day system but which do not prevent core functions from being fulfilled. Priority 3 All other issues, except those classified as 5 business days Priority 4 (i.e. how-to questions, reporting/reconciliation issues). Priority 4 Issues that are not time -sensitive or may be None undertaken as a customer service initiative outside the scope of this attachment. v. Online Support. 1. Access to the Active customer care web portal, knowledgebase and online training materials, which are available at http://www. activenetwork. com/service-and-support/customer-support. vi. Upgrades. 0 a U a 1G785160vl Packet Pg. 1043 16.D.4.a 1, Contractor shall provide upgrades for the Products contemplated under this Agreement as new updates become available. 1G785160vl Packet Pg. 1044 16.D.4.a Exhibit B COST OF SERVICES TO THE COUNTY • No charge to identify the software license cost for one hundred and fifty (150) concurrent users for Years 1-5. • The proposed processing percentage for online transactions is 4.25%. The proposed processing for staff -side transactions is 1.5%. If a credit card is used, for staff -side transactions, an additional 2.75% will be charged for the credit card processing fee for a total processing fee of 4.25%. • The lump sum professional service fees for the implementation, training, change management, project management, integration, report development, and any other related services (including subcontractors or third- party services) for new customers will be $20,000 per year. Version: 10-7-22 167851600 Packet Pg. 1045 16.D.4.a Exhibit C Products and Services Terms In addition to the terms set forth in the Agreement and the other exhibits attached thereto, County's use of Contractor's Products and Services (including Contractor's provision of the Services to County) are also subject to the terms and conditions set forth in this Exhibit C. Capitalized terms used in this Exhibit C have the definition ascribed to them in Section 1 of this Exhibit, unless otherwise defined within the body of this Exhibit C. 1. DEFINITIONS. "Affiliates" of a designated corporation, company, partnership, 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 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. "Export Laws" means export control laws and regulations of the countries and/or territories in which Contractor operates or in which the Products are used, accessed, or from which the Products are provided. "Hardware" means computer hardware, equipment, and/or utilities supplied by Contractor "Intellectual Property" means any and all intellectual property and proprietary rights (in whole or in part) recognized in any country orjurisdiction in the world, now or hereafter existing, and whether or not perfected, filed, or recorded, including inventions, technology, patent rights (including patent applications, divisions, and disclosures), copyrights and all works of authorship (whether or not copyrightable), moral rights, trade secrets, trademarks and other indicators of source (and the goodwill associated therewith), service marks, trade dress, logos, methodologies, procedures, processes, know-how, tools, utilities, techniques, protocols, various concepts, ideas, methods, models, templates, software, source code, algorithms, tools, utilities, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, layouts, general purpose consulting and software tools, utilities and routines, and logic, coherence and methods of operation of systems, training methodology and materials, which Contractor has created, acquired, or otherwise has rights in, and may, in connection with the Products or the performance of Services hereunder, create, employ, provide, modify, create, acquire, or otherwise obtain rights in, and in each case includes any derivative works, alterations, and other modifications using, incorporating, based on, or derived from the foregoing. "Products" means, collectively, SaaS, Services, Hardware, and all other services, products, or materials provided by Contractor to County under the terms of this Agreement. "Protected Materials" means Products, except for Hardware. Version, 10-7-22 167851600 Packet Pg. 1046 16.D.4.a "Services" has the same meaning ascribed to the term in "Exhibit A — Scope of Services." "Taxes" means any and all applicable taxes, including sales, use, excise, withholding, assessments, stamp, transfer, value-added, duties, tariffs, export charges, import charges, and other taxes or assessments (however designated) imposed by any foreign, federal, provincial, state, or local governmental authority upon or applicable to Products arising out of this Agreement, other than those based on Contractor's net income. "Third Party EULA" means the end user license agreement, if any, that accompanies the Third - Party Products, which governs the use of or access by County to the applicable Third -Party Products. "Third Party Products" means that hardware, firmware and/or software products, including updates and enhancements thereto, if any, owned by third parties, together with all user manuals and other documents accompanying the delivery of the Third -Party Products. 2. AGREEMENT STRUCTURE AND SCOPE. 2.1. Incorporation of EULAs. County's use of any Third -Party Products hereunder may be subject to, and County will comply with, this Agreement and any applicable Third -Party EULA(s), 2.2. Incorporation of Exhibits. County's use of any payment processing services hereunder will be subject to, and County will comply with, this Agreement and any applicable Exhibit(s). 3. FINANCIAL TERMS. 3.1. Fees; Payment Terms; Currency. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Contractor may modify the fees once per calendar year upon 30 days' notice, provided that any such increase will not exceed 10% over the then current transaction fees. 3.2. Additional Payment Terms. If Contractor reasonably believes that a transaction by County, may be fraudulent or otherwise contrary to law, Contractor may issue an invoice or offset an equivalent amount from County's account or any payment Contractor owes to County and return the value to the End User (as defined below) and if sufficient funds are not available, County must reimburse Contractor on demand. Contractor will notify County of the reason for such offset provided that it is lawful to do so. 3.3. Credit Card Surcharging. All fees described in the applicable schedule are in consideration of the Services that Contractor provides. Contractor and County 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. 3.4. Taxes. The prices stated in this Agreement do not include Taxes. County is responsible for, and agrees to pay, any and all required Taxes which may be assessed on County's invoices. If Version: 10-7-22 IG7851GOv1 d Packet Pg. 1047 16.D.4.a County is tax-exempt, County will send Contractor a copy of its valid tax-exempt certificate (or as applicable, its reseller's certificate) prior to execution of any Schedule. County is solely responsible for determining which, if any, Taxes apply to End Users in connection with County's use of the Products and for collecting, remitting, and reporting the correct amounts of all such Taxes to the applicable governmental authorities, even if Contractor provides County with tools that assist County in doing so. In the event that a governmental authority requires Contractor to pay any Taxes attributable to County's use of the Products, to the extent not prohibited by law, to the extent not prohibited by law, County agrees to defend, indemnify, and hold Contractor harmless from all such Taxes and all costs and expenses related thereto. Contractor reserves the right to modify this section and apply all required Taxes to this Agreement upon providing a thirty (30) day written notice to County in order to comply with applicable laws. When Contractor is acting as the payment facilitator and County elects to include an additional fee in the End Users' cart that is identified as a "sales tax" or similar designation, then, no more frequently than once per calendar year during the Term of the Agreement, Contractor may, upon at least five (5) business days' prior written notice, (a) require County to send to Contractor County's books and records related to its sales tax payments, and/or (b) visit County's premises during County's normal business hours to review County's sales tax payments. 4. LIMITED RIGHTS AND OWNERSHIP; INDEMNIFICATION. 4.1. Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Contractor and its licensors. County acknowledges that: (a) all Protected Materials are licensed and not sold; (b) County acquires only the right to use the Products in accordance with this Agreement, and Contractor and/or its licensors will retain sole and exclusive ownership of and all right, title, and interest in the Products, including the following: (i) all Intellectual Property embodied or associated with the Products, (ii) all deliverables and work product associated with the Products, and (iii) all copies and derivative works thereof; and (c) the Products, including the source and object codes, logic, and structure, contain and constitute valuable trade secrets of Contractor and its licensors. 4.2. Restrictions. Unless otherwise set forth in a EULA or any exhibit to this Agreement, County will not itself, or through any Affiliate, employee, consultant, contractor, agent, or other third party: (a) sell, resell, distribute, host, lease, rent, license, or sublicense, in whole or in part, the Protected Materials; (b) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer, or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure, or other elements of the Products in whole or in part, for competitive purposes or otherwise; (c) allow access to, provide, divulge, or make available the Protected Materials to any user other than those who are licensed pursuant to this Agreement to have such access; (d) write or develop any derivative works based upon the Products; (e) modify, adapt, translate, or otherwise make any changes to the Products or any part thereof; (f) use the Protected Materials to provide processing services to third parties, or otherwise use the same on a service bureau basis; (g) disclose or publish, without Contractor's prior written consent, (i) performance or capacity statistics, or the results of any benchmark test performed on the Products, or (ii) the terms (but not the existence) of this Agreement or other valuable trade secrets of Contractor or its licensors; (h) without Contractor's prior written consent, perform or disclose or cause to be performed or disclosed any information related to any security penetration or similar tests; (i) disclose or otherwise use or copy Version: 10-7-22 167351600 Packet Pg. 1048 16.D.4.a the Protected Materials except as expressly permitted herein; Q) remove from any Products identification, patent, copyright, trademark, or other notices or circumvent or disable any security devices' functionality or features; (k) contest or do or aid others in contesting or doing anything which impairs the validity of any proprietary or Intellectual Property rights, title, or interests of Contractor in and to any Products; (1) use the Products for other than authorized and legal purposes, consistent with this Agreement and all applicable laws, regulations, and the rights of others; (m) take any steps to avoid or defeat the purpose of security measures associated with the Products, such as sharing of login and password information, or attempt to circumvent any use restrictions; or (n) except as expressly permitted by this Agreement, use the Protected Materials for hosting purposes. Further, County will: (o) not use the SaaS to transmit, publish, or distribute any material or information: (i) for which County 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; (ii) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the SaaS; (iii) that is inaccurate or misleading; (iv) that is or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable; (v) that contains a virus or malicious code; or (vi) that includes the private information of another without express permission, including but not limited to contact information, social security numbers, credit card numbers or other information which a reasonable person would consider private in nature; (p) not attempt to gain access to any systems or networks that connect to the Services or SaaS except for the express purpose of using the SaaS for their intended use; (q) not engage in any activity that interferes with or disrupts the SaaS; and (r) not use the SaaS in violation of the CAN-SPAM Act, Canadian Anti -Spam Legislation, or any other applicable laws pertaining to unsolicited email, SMS, text messaging or other electronic communications. 4.3. Enforcement. County will (a) ensure that all County users of Products comply with the terms and conditions of this Agreement; (b) promptly notify Contractor of any actual or suspected violation thereof-, and (c) cooperate with Contractor with respect to any investigation and enforcement of this Agreement. 5. DISCLAIMERS AND LIMITATION OF LIABILITY. 4.1 EXCEPT AS OTHERWISE SET FORTH HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, COUNTY ACKNOWLEDGES AND AGREES THAT THE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE WARRANTIES, IF ANY, SET FORTH HEREIN AND IN THE ATTACHED EXHIBITS ARE LIMITED TO THEIR EXPRESS TERMS AND ARE IN LIEU OF, AND CONTRACTOR, ITS LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY (a) WARRANTY THAT THE PRODUCTS ARE ERROR -FREE OR "BUG" -FREE, ACCURATE, SECURE, OR RELIABLE; (b) WARRANTY THAT THE PRODUCTS WILL OPERATE WITHOUT INTERRUPTION- (c) WARRANTY THAT ALL ERRORS WILL BE CORRECTED OR THAT THE PRODUCTS WILL COMPLY WITH ANY LAW, RULE, OR REGULATION; (d) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON - INFRINGEMENT; (e) IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (f) WARRANTY THAT THE PRODUCTS WILL MEET COUNTY'S REQUIREMENTS. CONTRACTOR WILL NOT BE Version: 10-7-22 IG7&S]60vi Packet Pg. 1049 16.D.4.a LIABLE FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT, STATUTE, TORT, OR OTHERWISE), INCLUDING DAMAGES FOR LOST PROFITS, LOST SAVINGS, COST OF REPLACEMENT SERVICES, LOST DATA, LOSS OF USE OF INFORMATION OR SERVICES, OR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT CONTRACTOR HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION ONLY APPLIES WHERE ALLOWED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CONTRACTOR'S TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM OR RELATED TO THIS AGREEMENT IS LIMITED TO (I)THE AMOUNT OF FEES ACTUALLY PAID BY COUNTY AS CONSIDERATION FOR THE SPECIFIC PRODUCT UNDER THE APPLICABLE SCHEDULE GIVING RISE TO SUCH CLAIMS DURING THE 12 MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CAUSE OF ACTION AROSE LESS ANY AMOUNTS PAID BY CONTRACTOR WITH RESPECT TO LIABILITIES UNDER THIS AGREEMENT, OR (11) IF NO SUCH PAYMENTS HAVE BEEN MADE OR SUCH AMOUNTS CANNOT BE CALCULATED, 10,000 U.S. DOLLARS (OR THE EQUIVALENT THERETO AS DETERMINED BY THE APPLICABLE COUNTRY'S CURRENCY), AS APPLICABLE. 6. TERMINATION. 6.1. Termination. In addition to, and without limiting the Termination section set forth in the Agreement, either party may also terminate this Agreement, including any or all attached exhibits executed thereunder, immediately upon written notice: in the event of institution of bankruptcy, receivership, insolvency, reorganization, or other similar proceedings by or against either party under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state thereof, if such proceedings have not been dismissed or discharged within 30 days after they are instituted; or the insolvency or making of an assignment for the benefit of creditors or the admittance by either party of any involuntary debts as they mature or the institution of any reorganization arrangement or other readjustment of debt plan of either party not involving the United States Bankruptcy Code. Following termination of this Agreement (for whatever reason), if requested by Contractor, County will certify that it has returned or destroyed all copies of the applicable Protected Materials and acknowledges that its rights to use the same are relinquished. Termination for any reason will not excuse County's obligation to pay in full any and all amounts due, nor will termination by Contractor result in a refund of fees paid. 6.2. Suspension. Contractor will be entitled to suspend any or all Services or deactivate County's access to the Services, upon thirty (30) days' written notice to County in the event that County is in breach of this Agreement, County's use of the Services is not in compliance with applicable law or the Agreement, is fraudulent, or is otherwise suspect, or if there is a dispute as to the legal authority of a County -associated party to perform hereunder. Further, Contractor, in its sole discretion, may suspend County's password, accounts (or any part thereof), and/or County's right to use the Services, and suspend any and all of County's content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due Contractor, or if Contractor believes County has violated or acted inconsistently with the letter or spirit of this Agreement. County agrees that any suspension of its use of the Services may be affected without prior notice and acknowledges and agrees that Version: 1 a-7-22 IG785160vl Packet Pg. 1050 16.D.4.a Contractor may immediately deactivate or delete County's access to the Services and all related content and files related to County's account and/or bar any further access to such files or Services. Further, County agrees that Contractor shall not be liable to County or any third party for any suspension of use of or access to the Services. All provisions of this Agreement that by their nature should survive suspension of County's right to use the Services shall survive (including, without limitation, all limitations of liability, releases, indemnification obligations, disclaimers of warranties and intellectual property protections and licenses). If Contractor suspends the County's Services pursuant to this Section 6.2, the County will have ten (10) days to remediate the ground on which the suspension or deactivation is based on prior to such suspension or deactivation; for clarity, Contractor will not suspend or deactivate the Services under this Section 6.2 during the ten (10) day remediation period. 7. GENERAL PROVISIONS. 7.1. Force Majeure. Neither party will incur any liability to the other party on account of any loss, claim, damage, or liability to the extent resulting from any delay or failure to perform all or any part of this Agreement, if and to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the reasonable control and without any negligence on the part of the party seeking protection under this subsection, including internet service provider or third party payment delays or failures, acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire, or explosions. Dates by which performance obligations are scheduled to be met will be extended for a time equal to the time lost due to the delay so caused. 7.2. Export; Anti -Bribery. The Products may include encryption software or other encryption technologies that may be controlled for import, transfer, export, or other purposes under Export Laws. County may not export, re-export, transfer, or re -transfer or assist or facilitate in any manner the export, re-export, transfer, or re -transfer of, or provide access to, any portion of the Products in violation of applicable Export Laws, including, but not limited to: (a) to any country on Canada's Area N Control List; (b) to any country subject to U.N. Security Council embargo or action; (c) contrary to Canada's Export Control List Item 5505; (d) to countries subject to U.S. economic sanctions and °a embargoes; and (e) to persons or entities prohibited from receiving U.S. exports or U.S.-origin items, L)1 including, to any person or entity appearing on the Office of Foreign Assets Control's Specially z Designated Nationals and Blocked Persons List; the Bureau of Industry and Security's Denied Persons List, Entity List, or Unverified List; or the Department of State Debarred List. County hereby a represents and covenants that: (i) County is eligible to access the Products in compliance with Export Laws and all other applicable laws; and (ii) County will import, export, re-export, transfer, or re -transfer the Products to, or use or access the Products in, any country or territory only in accordance with Export Laws and all other applicable laws. Furthermore, County hereby represents and covenants that, in connection with its respective activities conducted under this Agreement, it will comply with the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act o of 2010, as amended, and the Convention on Combating Bribery of Foreign Public Officials and has C6 not, and will not, make or receive, directly or indirectly, any payments or gifts, or offers or promises of payments or gifts or things of value in exchange for anything that may arise out of this Agreement in a manner that would violate these laws and rules or any other applicable anti -corruption or anti - bribery laws or regulations. a Version: 10-7-22 167851600 Packet Pg. 1051 16.D.4.a 7.3. Severability. If any part or provision of this Agreement is held to be unenforceable, illegal, or invalid by a court of competent jurisdiction for any reason whatsoever, (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including all portions of any provisions containing any such unenforceable provision that are not themselves unenforceable) will not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the unenforceable, illegal, or invalid provision will be deemed modified and replaced by a provision that approximates the intent and economic effect of the unenforceable, illegal, or invalid provision and this Agreement will be deemed amended accordingly. 7.4. Survival. The following provisions will survive any termination, cancellation, or expiration of this Agreement: Sections 2-12 of this Exhibit C, and such other provisions that should reasonably survive termination, cancellation, or expiration hereof. 7.5. Amendments; No Waiver. No amendment or waiver of any provision of this Agreement will be effective unless it is in writing and signed by both parties. 7.6. No Third -Party Beneficiaries. This Agreement is for the benefit of the parties and their successors and permitted assigns and does not confer any rights or benefits on any third party, including any employee of a party, any County of a party, or any employee of a County of a party. Notwithstanding the above, the parties acknowledge that all rights and benefits afforded to Contractor under this Agreement will apply equally to its licensors and suppliers, and the owner of the Third -Party Products with respect to the Third -Party Products, and such third parties are intended third party beneficiaries of this Agreement, with respect to the Third Party Products as applicable. 7.7 Interpretation. Any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time. The headings and pronouns contained herein are for convenience and ease of reference only and will not affect the construction or interpretation of this Agreement. The word "including" in this Agreement means "including, without limitation." All references to days mean calendar days unless otherwise stated. This Agreement will not be construed in favor of or against a party based on the author of the document. 7.8 Counterparts. These General Terms and each Product Attachment, Schedule, and any exhibits thereto may be executed in one or more counterparts, each of which will constitute an enforceable original of this Agreement, and the parties agree that electronic or digital signatures, as well as pdf scanned copies of signatures, will be as effective and binding as original signatures. 7.9 Remedies Cumulative; Injunctive Relief. All rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the parties, whether provided by law, equity, statute, in any other agreement between the parties or otherwise. Furthermore, in the event of a breach or threatened breach of the intellectual property obligations in this Agreement, Contractor, in addition to any and all other rights (at law or in equity) which may be available, will have the right of injunctive relief and other appropriate equitable remedies to restrain any such breach or threatened breach. V ers ion: 16-7-22 16795160vI Packet Pg. 1052 16.D.4.a 7.10 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. 8. SERVICES. Contractor will provide Services related to events, camps, licenses, classes, tickets, contests, permits, facility/equipment use, transactions, sales, memberships, reservations, donations, and/or activities (together, "Events"), including without limitation access to its SaaS. County agrees to cooperate with Contractor and to provide Contractor with certain information relating to County's organization as necessary for Contractor to provide the Services. 9. LICENSE TO INTELLECTUAL PROPERTY/PROMOTION. 9.1. Contractor hereby grants to County a limited, non-exclusive, non -transferable, non- sublicensabie license during the Term of this Agreement (a) to use the SaaS for the purposes of offering, promoting, managing, tracking, and collecting fees in connection with County's Event(s) solely in accordance with the Agreement, and (b) to display, reproduce, distribute, and transmit in digital form Contractor's name and logo solely for the purposes set forth in this section. County hereby grants to Contractor a limited license to use information provided by County relating to County's organization and Event, which may include content regarding the Event, County's organization's name, trademarks, service marks, and logo (collectively, the "Marks"), in connection with the promotion of County's organization or Events and the Services that Contractor provides. 9.2. County will make reasonable efforts to promote and encourage the use and availability of the SaaS in connection with the promotion of Events. During the Term of this Agreement, Contractor will be the sole and exclusive provider of registration software and other services similar to the SaaS and Services provided to County hereunder for all of County's Events for which registration begins during the Term of this Agreement until the Event occurs. For clarity, if an Event occurs after this Agreement is terminated, other than for Contractor's uncured material breach, and registration for such Event begins during the Term of this Agreement, then Contractor's SaaS shall be used. County expressly understands and agrees that the exclusivity set forth in this section is consideration in exchange for the pricing and other benefits being provided to County hereunder. Without limiting the foregoing, County will not enter into any agreement, arrangement, or relationship with any other party that offers online registration or transaction processing services similar to the SaaS provided to County hereunder. 9.3. Contractor may present commerce offers to users who register for, sign up, or otherwise use the SaaS in connection with the Events ("End Users"). Any such End Users may opt in to receive information, items, or promotions/deals from Contractor or third parties, in which case, Contractor or such third party will be responsible for fulfillment and providing customer service for any such offers. County will not present any competing offers to End Users. Version: 10-7-22 1678516Dv1 Packet Pg. 1053 16.D.4.a 10.INFORMATION COLLECTION. 10.1. Contractor collects certain information from End Users, as part of the registration process for Events (collectively, "Participant Information"). County may login to Contractor's data management system to access the Participant Information. County is responsible for the security of its login information and for the use or misuse of such information. County will immediately disable a user's access or notify Contractor in writing if any such user is no longer authorized or is using such information without County's consent. Contractor may rely, without independent verification, on such notice, and County, inclusive of County's parent, subsidiaries, and affiliated entities, as applicable, and each of their respective officers, directors, managers, shareholders, owners, agents, employees, contractors, and representatives, to the extent not prohibited by law, covenant not to sue and agree to defend, indemnify, and hold harmless Contractor from any claims arising from Contractor providing, denying, suspending, or modifying access to or use of the SaaS and Services of any individual as directed by County or by someone who Contractor reasonably, under the circumstances, believes is authorized to act on behalf of County. In the event of any dispute between two or more parties as to account ownership, County agrees that Contractor will be the sole arbiter of such dispute in its sole discretion and that Contractor's decision (which may include termination or suspension of any account subject to dispute) will be final and binding on all parties. County agrees not to use the SaaS or Services to collect or elicit (a) any special categories of data (as defined in the General Data Protection Regulation, as may be amended from time to time), including, but not limited to, data revealing racial or ethnic origin, political opinions, religious or other beliefs, trade -union membership, as well as personal data concerning health or sexual life or criminal convictions other than as expressly directed by Contractor, and in such event, only in pre -defined fields within the SaaS that are intended for that purpose; or (b) credit card information other than in pre -defined fields within the SaaS that are intended for that purpose. 10.2. Both parties agree to use the collected information in compliance with (a) all applicable laws, rules and regulations, including, without limitation, those governing privacy and personal information (e.g., by including an appropriate CAN-SPAM Act and Canadian Anti -Spam Legislation opt out mechanism in email communications) and the use of credit card data (e.g., using credit card information only for purposes authorized by the cardholder); (b) applicable credit card network rules and Payment Card Industry Data Security Standards; and (c) Contractor's privacy policy, as published on its website or otherwise provided by Contractor from time to time. 11. REGISTRATION FEES AND REFUNDS. 11.1. Unless otherwise set forth in the Agreement or its exhibits, Contractor will charge registration fees to individuals who register for the Events or purchase goods or services online, and will process and collect such fees as a payment facilitator according to the card networks. On a bi- weekly basis, unless otherwise set forth in the applicable Schedule, Contractor will pay County sums due to County based on the total fees collected, net of Contractor's service fees as set forth in the applicable Schedule and any other deductions provided herein. The applicable currency will be set forth in the Schedule. 11.2. If (a) there are any overdue or overage amounts owed by County; or (b) there are returned charges or items, including those resulting from any error or complaint related to an Event, Version: 10-7-22 167551600 Packet Pg. 1054 16.D.4.a Contractor has the right to charge fees owed to Contractor by County by issuing an invoice, or by offsetting the deficiency from any account balance County maintains with Contractor or any payment Contractor owes County. 11.3. It is County's responsibility to notify End Users of County's refund policy. County must ensure that County's refund policies are consistent with the Agreement. County agrees that all fees for a given Event are earned by County only following either the conclusion or delivery of the applicable Event (as applicable) and all amounts ultimately due to County will be net of all service fees, reversals, refunds, disputed charges, chargebacks and other deductions whether due to customer complaints, allegations of fraud, discrepancies related to the applicable Event or otherwise. No payments will be made to County with respect to any Event that is cancelled. If payments have already been made by Contractor to County for a cancelled Event or if Contractor reasonably determines that it is prudent or otherwise necessary to pay a refund to or honor a chargeback request from an End User, Contractor may issue an invoice or offset an equivalent amount from County's account or payment owed by Contractor to County and return the value to the End User, and if sufficient funds are not available, County must reimburse Contractor on demand. Contractor will notify County of the reason for such offset provided that it is lawful to do so. Version, 50-7-22 16785160v1 Packet Pg. 1055 16.D.4.a Exhibit D Collier County Information Technology Requirements Procurement and Deployment,_ A. A completed Technical Architectural Compatibility Standards (TACS) signed by the IT Director and the procuring Operating Division Director is required prior to procurement.The current TACS form is available on the IT Division's Intranet website. All requirements must be met. Exceptions may be granted with sufficient mitigation or a waiver. B. Contractor will maintain a written information security program including documented policies, standards, and operational practices consistent with regulatory and industry requirements. Contractor will maintain such County Data in compliance with applicable laws. C. Upon written request from County and the execution of Contractor's non- disclosure agreement relating thereto, and no more frequently than once every twelve (12) months, Contractor will provide County with a copy of its then -current Attestation of Compliance (°AoC"). Ongoing Support and Maintenance. A. Contractor shall provide Client Support and Maintenance Services as set forth in the Support and Maintenance handbook applicable to the Products (available for review in the Client portal at http:Ilsupport.activenetwork.com/activenetlartic/es/en US/Article/Suppor t-and-Maintenance-Handbook), as may be updated from time to time. B. Systems will be patched following the defined and automated patch management cycle with patch prioritization dictated by compliance to the published Vulnerability Management standard. Fixed Term Service Agreement 2022 Ver.l Packet Pg. 1056 16.D.4.a Exhibit E SERVICE LEVEL AGREEMENT AVAILABILITY/UPTIME OF THE Products 1. Service Level Commitment. The Products will have an Actual Uptime greater than or equal to 99.5% of the total possible minutes of system availability of the Products during each calendar month. 2. Definitions. Capitalized terms are defined below, unless otherwise defined within the body of the Agreement, the applicable Attachment, or Schedule. 2.1 "Actual Uptime" means, with respect to a particular calendar month, the percentage derived by dividing the total possible minutes of system availability of the Products during such month ("x") minus the total minutes of Downtime during such month ("y"), divided by the total possible minutes of system availability of the Products during such month ("x"), expressed as follows: [(��l 100 > 99.5% Actual 'IV Uptime 2.2"Downtime" means sustained Unavailability for fifteen (15) or more consecutive minutes, unless the Unavailability is the result of an Excused Outage. 2.3"Emergency Maintenance" means maintenance performed by Contractor that occurs outside of the Regularly Scheduled Maintenance Period and Non -Regularly Scheduled Maintenance, 2.4"Excused Outage" means an interruption of County's use of the Products as a result of Regularly Scheduled Maintenance, Non -Regularly Scheduled Maintenance, Emergency Maintenance, County's changes to County's environment, County's deferral or denial of Contractor's reasonable request that would otherwise prevent performance issues or system damage, outages caused by County or County's users, telecommunications or Internet services outages, software or hardware not provided and controlled by Contractor (including third party software or sites that are accessed or linked through the Software), or outages caused by circumstances beyond Contractor's reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or denial -of -service attacks. 2.5"Non-Regularly Scheduled Maintenance" means maintenance performed by Contractor outside of the Regularly Scheduled Maintenance Period for which Contractor will endeavor to provide County with at least twenty-four (24) hours prior written notification. 2.6"Regularly Scheduled Maintenance" means the amount of Downtime resulting from maintenance performed during the Regularly Scheduled Maintenance Period. Fixed Tenn Service Agreement 2022_Ver.1 Packet Pg. 1057 16.D.4.a 2.7"Regularly Scheduled Maintenance Period" means the time period that Contractor reserves for Scheduled Maintenance, which will occur outside of Customer's normal business hours. 2.8"Unavailability" means that Customer's users are not able to complete transactions using the Products. Fixed Term Service Agreement 2022_Ver.I Packet Pg. 1058 16.D.4.b Heartland Merchant Processing Agreement Card Acceptance Policies I Procedures f Terms & Conditions Welcome to Heartland Payment Systems" Thank you for selecting Heartland Payment SystemsO as your payments processor and welcome to the Heartland family! We look forward to bringing you worry -free payments processing, processing your payments quickly, efficiently and accurately and providing full and honest disclosure with easy -to -read statements so you can focus on what really matters most: improving and growing your business. Heartland Payment Systems believes in fairness and transparency in credit and debit card processing. That's why we developed and adhere to The Merchant Bill of Rights®, a public advocacy initiative that educates business owners about the complexities of card processing and managing the associated costs. The Merchant Bill of Rights calls for: 1. The right to know the fee for every transaction and who's charging it. 2. The right to know the markup on Visa®, MasterCard®, American Express® and Discover Network° fee increases. 3. The right to know all Visa, MasterCard, American Express and Discover fee reductions. 4. The right to know all transaction middlemen. 5. The right to know all surcharges and bill -backs. 5. The right to a dedicated local service representative. 7. The right to encrypted card numbers and secure transactions. 8. The right to real-time fraud and transaction monitoring. 9. The right to reasonable equipment costs. 10. The right to live customer support 2417/365. To learn more, visit MerchantBillOfRights.com By using equipment or services by Heartland Payment Systems, you (the merchant) acknowledge you have reviewed and understand the policies, procedures, terms and conditions outlined in this document, and further agree the information you supplied to obtain such services is, and remains, accurate. Merchant Processing Agreement A Global Payments Company 1 I Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processing Agreement Packet Pg. 1059 16.D.4.b PLEASE READ SECTION 17 ("DISPUTE RESOLUTION") CAREFULLY AS IT RELATES TO ARBITRATION AND CLASS ACTIONS The following are the Terms & Conditions of the Merchant Processing Agreement ("Agreement"): 1. Services 1.1 Merchant agrees that during the Term of this Agreement, Heartland Payment Systems, LLC ("HPS" or "Heartland") shall be the exclusive provider of the types of services received hereunder, including for all electronic payments processing, for Merchant and each of its Locations, and it will not use the services of any bank, corporation, entity or any other person other than HIPS for the processing of bankcard Transactions, unless otherwise approved by HPS. 1.2 Merchant acknowledges and agrees that HPS may provide payment processing services hereunder through the Card Schemes and contracts or subcontracts with third parties engaged in the business of processing and Authorization, and specifically authorizes such third parties, including the Card Schemes, to exercise all of the rights of HPS hereunder, including but not limited to, the rights under Section 4.18 to debit Merchant's Account for all fees, costs, charges, and other liabilities. Upon request in writing by Merchant, HPS will identify the third parties involved in Merchant's processing. 1.3 Merchant agrees that it: (a) shall comply with the Rules and this Agreement; (b) shall cause, to the extent applicable, each of its Locations and Third Party Agents to comply with the Rules and this Agreement; and (c) is responsible for any non-compliance by its Locations and/or Third Party Agents. 2. Definitions 2.1 "ACH" means the Automated Clearing House service offered by the Federal Reserve. 2.2 "Agreement" means this Merchant Processing Agreement and the Merchant Application as may be amended from time to time and any product -specific addenda executed by the parties for additional services. It includes the application submitted and executed by the Merchant and HPS. 2.3 "Authorization" means the act of attempting to obtain an approval from the Card Issuer for an individual Transaction. 2.4 "Card" means: (a) a valid credit, debit, charge or payment card in the form issued under license from a Card Scheme; or (b) any other valid credit, debit, charge or payment card accepted by Merchant under this Agreement with HPS. 2.5 "Card Schemes" used interchangeably with Card Brands means VISA U.S.A., Inc., VISA International, Inc., MasterCard International, Inc., Discover Financial Services, American Express Travel Related Services Company, Inc., PayPah or any other payment network, as well as any other Card Issuer that provides Cards that are accepted by Merchant under this Agreement with HPS and, with respect to on-line debit Card Transactions the on-line Debit Networks. 2.6 "Card Issuer" means the financial institution or company that has provided a Card to the Cardholder. 2.7 "Cardholder" means the person or Card member whose name is embossed upon the face of the Card. 2.8 "Card -Not -Present Transaction" means any Transaction for which required data is not electronically captured by reading information encoded in or on the Card and includes without limitation mail order, telephone order and Internet Transactions. 2.9 "Card Swipe" means the electronic capture of a Card's magnetic stripe data or microprocessor chip by point of sale equipment or other electronic payment device at the time of Transaction, and the inclusion of that data U with the electronic submission of the Transaction. Q A Global Payments Company 2 1 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processing Agreement Packet Pg. 1060 16.D.4.b 2.10 "Chargeback" means the procedure by which a Transaction (or disputed portion thereof) is disputed by a Cardholder or Card Issuer or returned to HPS by a Card Issuer, for any reason. 3 2.11 "Credit Voucher" means a document or Transaction executed by Merchant evidencing any refund or price i0 adjustment relating to products or services to be credited to a Cardholder account. c m 2.12 "Debit Networks" means the Authorization networks utilized by Merchant for PIN Debit Transactions. E 2.13 "Discount" means the fee paid by Merchant to HPS expressed as a percentage of the Transaction amounts processed by HPS. 1° 2.14 "EBT Transaction" means any retail sale of Products, from a Merchant for which the customer makes payment using an EBT Card presented to HPS for payment. U Q 2.15 "EMV Card" refers to a form of smart payment card with technical standards originally created by Europay, Y MasterCard and Visa (EMV) embedded with a microprocessor chip containing encrypted Cardholder account information, which is readable by an EMV-enabled device. An EMV Card may be used by: (1) inserting it into a - a card reader that is integrated with a point of sale system; or (2) by tapping it against a point of sale device's contactless reader. Visit http://www.emv-connection.com/ for more information on EMV. c a 2.16 "EMV Transaction" means the electronic acceptance of an EMV Card's microprocessor chip data by point of o sale equipment or other electronic payment device at the time of the Transaction, and the inclusion of that data a with the electronic submission of the Transaction. ,o 2.17 "HPS" means collectively Heartland Payment Systems, LLC, a registered Independent Sales Organization (ISO) of Member Sponsor Banks, and subsidiary of Global Payments Inc. 2.18 "Imprint" means: (a) a physical impression of a Card on a Sales Draft manually obtained through the use of an imprinter; or M (b) the electronic equivalent obtained by swiping, inserting or tapping a Card using equipment and M electronically printing a Sales Draft. O 2.19 "Internet Merchant" means a Merchant that accepts Transactions electronically via the World Wide Web v (www). i L 2.20 "Locations" means an entity that receives Authorization and settlement from or through Merchant pursuant to 3 a contractual arrangement with Merchant; including Merchant -owned Locations and Locations owned by third parties for whom Merchant assumes complete responsibility, including but not limited to licensees, franchisees, jobbers, and dealers. aZ > 2.21 "Merchant" generally means the party identified as the recipient of this Agreement and its principals and U Qi owners and, as applicable each separate Location of Merchant. a, Q 2.22 "MCC" also known as "Merchant Category Code" is a 4 digit number used to describe the Merchant's primary business. y m 2.23 "Member Sponsor Bank" is a bank that has obtained a membership with the Card Brands to allow a processor o to access the Card Schemes. a 2.24 "Merchant Servicer" means a Third Party Agent that: (a) is engaged by a Merchant; i (b) is not a Member of the Card Schemes; 4) (c) is not directly connected to VISANet; (d) is party to the Authorization and/or clearing message; and L i (e) has access to Cardholder data, or processes, stores, or transmits Transaction data. rn 2.25 "Non -Qualified" or "Non -Qualifying" means a Transaction that did not meet the Card Schemes' Authorization and/or settlement requirements and is not eligible for the best rate possible. Some of these Transactions may be prevented while other Non -Qualified Card type Transactions are assessed higher rates E than preferred rates by the Card Schemes and may not be prevented. c� r Q A Global Payments Company 31 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processing Agreement Packet Pg. 1061 16.D.4.b 2.26 "Outbound Telemarketing Transaction" means a Transaction in which a sale of Products results from a Merchant initiated contact with a Cardholder via a telephone call, or a mailing (otherthan a catalog) that instructs the Cardholder to call the Merchant. 2.27 "Pass Through" means charging the Merchant the precise amount of monies designated as interchange, costs, dues, assessments and fees as per the Card Schemes. Pass Through means no mark-ups are taken by the payment processor or any other party when interchange, dues, fees, costs and assessments are collected from the Merchant. 2.28 "Payment Facilitator (PF)" is a Merchant of record who facilitates transactions on behalf of a sub -merchant whose volume is less than USD 1,000,000 in MasterCard and Maestro volume combined. 2.29 "Payment Service Provider (PSP)" is an entity contracting with a Visa, Discover or American Express member to provide payment services to sponsored merchants. The new term PSP replaces the old terminology IPSP which now includes all commerce type aggregation, including face-to-face in addition to ecommerce merchant aggregation. 2.30 "PCI DSS" means the Payment Card Industry Data Security Standard, the technical and operational requirements of each of the data security compliance programs of the Payment Card Industry Security Standards Council ("PCI SSU) to protect Cardholder data. 2.31 "Products" means all goods and services that are sold or provided by Merchant. 2.32 "Recipient" means a recipient of benefit of an EBT Program. 2.33 "Reserve Account" means a non -interest bearing account established by HPS based upon Merchant's processing history and anticipated risk of loss to HPS. 2.34 "Rules" means the operating rules and regulations, requirements, and terms and conditions of the Card Schemes or Debit Networks presently in effect and as they may be amended from time to time. 2.35 "Sales Draft" means the paper form, whether electronically or manually imprinted (solely to the extent expressly permitted by the Rules), evidencing a Transaction. 2.36 "Service Providers (SP)" means non-members that are registered by MasterCard International Incorporated as Service Providers to provide processing services to a member, including any member that is registered by MasterCard International Incorporated as a SP to provide Third Party Processor (TPP) Program Services to another member. 2.37 "Sub -merchant" is a customer conducting business through a Third Party relationship acting as a Payment Facilitator (PF) or Payment Service Provider (PSP). 2.38 "Third Party Agent (TPA)" means entities that have been engaged by a Merchant or a member to perform contracted services on behalf of that Merchant or member, including value added resellers (VARs) and payment gateway providers. 2.39 "Transaction" means any retail sale of Products, or credit therefor, from a Merchant for which the customer attempts to make payment using any Card presented to HPS for payment. 2.40 "Transaction Data" means any information or data collected, recorded, generated or otherwise created or obtained by HPS in relation to the provision of Card services to Merchant hereunder, including without limitation, Cardholder data. 2.41 "Virtual Terminal" means a credit Card processing equipment on a secure server on the Internet whereby Merchant can key enter credit Card Transactions manually. 2.42 "Voice Authorization" means an Authorization obtained by a direct -dialed telephone call. 3. Data Security Requirements t U 3.1 The PCI Security Standards Council ("PCI SSC") was founded by American Express, Discover Financial Services, JCB, MasterCard Worldwide and Visa, Inc. All five founders agreed to incorporate the PCI DSS as Q R Global Payments Company 4 G Page Revised: 04/01/21 QQ 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processinn Ac oreement Packet Pg. 1062 16.D.4.b the technical requirements of each of their data security compliance programs. The POI SSG is responsible for the Payment Application Data Security Standard ("PA-DSS") and PIN Transaction Security Requirements for PIN -Entry Devices ("PED"). PCI DSS applies to HPS and any Merchant and Merchant Servicer that stores, processes or transmits Cardholder information. HPS acknowledges that it has an obligation to comply with PCI DSS for Cardholder information it possesses. For the avoidance of doubt, as between Merchant, HIPS and the Member Sponsor Bank, Merchant shall be solely responsible for any unauthorized access to Cardholder information or Transaction Data while such Cardholder Information or Transaction Data resides on Merchant's or its Third Party Agent's systems or networks. Any such unauthorized access shall be considered an Event of Default. All eligible Merchants, regardless of size, must comply with these standards. The following are standards that, at a minimum, Merchant must comply with: (a) Install and maintain a frewall configuration to protect Cardholder data. (b) Do not use vendor -supplied defaults for system passwords and other security parameters. (c) Protect stored Cardholder data. (d) Encrypt transmission of Cardholder data across open, public networks. (e) Use and regularly update anti -virus software or programs. (f) Develop and maintain secure systems and applications. (g) Restrict access to Cardholder data by business need -to -know. (h) Assign a unique ID to each person with computer access. (i) Restrict physical access to Cardholder data. 0) Track and monitor all access to network resources and Cardholder data. (k) Regularly test security systems and processes. (1) Maintain a policy that addresses information security for all personnel. More information, including the complete PCI DSS specifications can be found at: https://www.pcisecuritystandards.org, Each of the Card Schemes has requirements based on PCI DSS that define a standard of due care and enforcement for protecting sensitive information. Merchant must meet the compliance validation requirements defined by the Card Schemes available at: www.visa.com/cisr) www.mastercard.com/sdp www.discovemetwork.com/fraudsecuhty/disc,htmi www.amedcanexpress.com/datasecurity - For American Express Direct merchants only In cases where payment application software is used as a part of Authorization or settlement of Cardholder data, Merchant must use a PA-DSS compliant payment application or have current proof of PCI DSS compliance validation. The List of Validated Payment Applications may be found at: httpsafwww,pcisecuritystandards.orq/approved_ companies providers/vpa agreement,php In cases where PIN -based debit Transactions are processed, Merchant must use a compliant PIN Entry Device ("PED"). The List of PCI SSC Approved PIN Transaction Security Devices may be found at: https://www.pcisecuritystandards.org/assessors and solutions/vpa agreement Transactions must comply with the Triple Data Encryption Standard (TDES) and any successor technologies or standards connected therewith. In addition, Merchant must immediately notify HPS of its use of any agent or Merchant Servicer that will have i any access to Cardholder data and provide the full name and business address of such agent or Merchant � Servicer and any changes thereto. r` LO 3.2 A Card Scheme may require Merchant, by notice to either HPS, Member Sponsor Bank or Merchant, to conduct an independent forensics review due to its data security procedures and/or Transaction activities. Upon notice rn of such request from either a Card Scheme or HPS, Merchant, at its sole cost and expense, shall retain the requisite forensics services and provide, through the requisite forensic review process, information as may be required by the Card Scheme. If Merchant fails to retain the requisite forensics services, HPS may retain such E forensics services on Merchant's behalf, and Merchant shall remain responsible for payment and/or reimbursement to HPS of all cost and expense associated with such forensics services. In addition, Merchant r Q A Global Payments Company 51 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processing Agreement Packet Pg. 1063 16.D.4.b shall be solely responsible for the cost and expense associated with any changes to its systems or other remediation required by the Card Scheme as a result of the forensic review process. 3.3 Merchant agrees that it will not introduce into HPS's or Member Sponsor Bank's system any virus, "time bomb," or any other contaminant, including but not limited to, codes, commands, or instructions that could damage or disable HPS's of Member Sponsor Bank's system or property. 4. Rights, Duties, and Responsibilities of Merchants 4.1 Merchant shall make a selection on Card acceptance as follows: All Cards Accepted, Credit/Business Cards Only and Consumer Prepaid/Debit (Check Cards) Only. At the time of signing of the Agreement, Merchant will select one of the options, which will be indicated on the Agreement. Merchant shall honor the Card types selected provided that the Card is valid and is presented to Merchant at the time of the sale by the Cardholder or an authorized user of the Card. A Card is valid only if it is presented on or after the valid date, if any, and before the expiration date shown on its face and the Card is used as payment for Products that are sold or rendered by Merchant under the terms of this Agreement. Merchant represents and warrants that no one other than Merchant has any claim against indebtedness submitted under this Agreement except as authorized in writing by HPS and Member Sponsor Bank. Merchant hereby assigns to HPS and Member Sponsor Bank all of its right, title, and interest in and to all indebtedness submitted hereunder, agrees that HPS and Member Sponsor Bank have the sole right to receive payment on any indebtedness purchased hereunder, and further agrees that Merchant shall have no right, title or interest in any such funds, including any such funds held in a Reserve Account (as defined below). 4.2 In accordance with applicable law and the Rules: (a) Merchant may establish a minimum sale amount as a condition for honoring credit Card Transactions, so long as such minimum amount does not exceed $10.00. This amount shall be subject to automatic increase as provided by applicable law. In accordance with applicable law and the Rules, a maximum sale amount for Card Transactions may only be set by Merchants that are federal agencies or institutions of higher learning; (b) Except as specifically set forth in this Section 4.2, Merchant shall not establish a minimum or maximum sale amount as a condition for honoring PIN Debit, Signature Debit (non -PIN Debit) and/or prepaid Cards. Merchant shall not request or require that a Cardholder provide any personal information as a condition for honoring PIN Debit, Signature Debit (non -PIN Debit) and/or prepaid Cards Transactions unless such information is required to provide delivery of goods and services or Merchant has reason to believe the identity of the person presenting the Card may be different from that of the Cardholder. 4.3 Merchant shall complete a Sales Draft or Credit Voucher, in a form approved by HPS and in compliance with the Rules, which shall be legible and adhere to or contain the following: (a) the Merchant and Cardholder's electronically printed copy shall not contain the expiration date and should only display in legible print the last four digits of the Card number. Any other portion of the Card number must be represented by fill characters such as 'Y', "*", or'W"; (b) the information embossed on the Card being presented; (c) the date of the Transaction; (d) a brief description of the Products involved in detail sufficient to identify the Transaction; (e) the total amount of the sale or credit (including any applicable taxes) or the words "deposit" or "balance" if full payment is to be made at different times on different Sales Drafts; (f) the city and state where such Transaction occurred; and (g) if required by the applicable Card Scheme, the signature of the Cardholder of the Card. In cases where prompted by the equipment to do so, Merchant shall key enter the last four digits of the Card to verify the contents of the magnetic stripe and shall deliver a completed copy of the Sales Draft to the Cardholder. This provision shall not apply to those Transactions specifically excluded from these requirements by the Rules. 4.4 For all mail or telephone orders, Merchant shall type or legibly print on the signature line of the Sales Draft the letters or words indicated: "Mail Order," "MO," or "Telephone Order," "TO." 4.5 In the event a Transaction cannot be completed via a Card Swipe or EMV Transaction, then an alternate form of payment should be requested. Merchant shall not manually key enter unembossed cards (unless Merchant participates in the CVV2 with the Magnetic Stripe Failure process) or manually write the account number on a A Global Payments Company 61 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processing Agreement Packet Pg. 1064 16.D.4.b paper draft. Only a Card Swipe or EMV Transaction is acceptable by the Card Scheme as proof that the Card was present at the time of the Transaction. 4.6 Merchant's policy for the exchange or return of goods sold and adjustment for services rendered shall be established and posted in accordance with applicable regulations of the applicable Card Scheme and laws. Merchant agrees to disclose, if applicable, to a Cardholder before a Card sale is made, that if merchandise is returned: (a) no refund, or less than full refund, will be given; (b) returned merchandise will only be exchanged for similar merchandise of comparable value; (c) only a credit toward purchases will be given; (d) a restocking fee will be charged; or (e) special conditions or circumstances apply to the sale (e.g. late delivery, delivery charges or other non-credit terms). If Merchant does not make these disclosures, a full refund in the form of a credit to the Cardholder's Card account must be given. In no circumstances shall any cash refunds be given on any item originally charged to a Card. The foregoing disclosures must be made on all copies of Sales Drafts across all Card Schemes issued at the time of the sale in letters approximately'/ inch high in close proximity to the space provided for the Cardholder's signature. In circumstances where credits or adjustments are due, Merchant shall prepare and deliver to the Cardholder a properly completed Credit Voucher. Merchant will input Credit Vouchers into the equipment on the day of the credit Transaction for inclusion in Merchant's daily transmission of Transactions. 4.7 Merchant shall not transmit for processing and payment any Transactions) representing the refinancing of an existing obligation of a Cardholder including, but not limited to, obligations: (a) previously owed to Merchant; (b) arising from the dishonor of a Cardholder's personal check; or (c) representing the collection of any other pre-existing debt. 4.8 Merchant shall not, under any circumstances, (a) disclose, sell, purchase, provide or exchange, or (b) use for any purpose other than completing a Transaction, any Cardholder's account number or any credit information relating to any Cardholder's account or any Sales Drafts or Credit Vouchers that may have been obtained or imprinted with any Card to any person other than HPS, except as expressly authorized in writing by the Cardholder, HPS, or as required by law. 4.9 On the date of the Transaction and prior to honoring any Card, Merchant agrees to obtain an Authorization on all Transactions for the total amount of the Transaction by physically sliding, dipping, or inserting the Card through the Card reader of the equipment (or tapping the NFC-enabled Card in the case of an NFC-enabled Transaction) thereby causing the equipment to electronically read a magnetically encoded stripe or EMV chip on the reverse side of each Card, except for Card -Not -Present Transactions, which are governed by Section 4.15 hereof. Any Transaction that cannot be authorized electronically through the equipment or manually key entered is subject to a Voice Authorization call. Merchant shall obtain an Authorization prior to completing a Card -Not - Present Transaction. Any Transaction that is not properly authorized is made with full recourse and may be charged back to 0 Merchant; furthermore, any Card -Not -Present Transaction will be subject to additional charges for a Mid- a - Qualifying or Non -Qualifying Transaction. An Authorization does not constitute a guarantee of payment, only an indication of available credit, and may be subject to dispute or Chargeback. U Except at such times as the equipment may be inoperable, Merchant shall not engage in soliciting or accepting L � Card -Not -Present Transactions without the prior written permission of HPS, and then only for such Products 2 and in such amounts as stated in such written permission. Merchant shall not utilize the service of any third LO party (e.g. telemarketer) to solicit or accept orders or engage in Outbound Telemarketing Transactions. rn 4.10 MERCHANT ACKNOWLEDGES THAT AN AUTHORIZATION DOES NOT CONSTITUTE: (A) A WARRANTY THAT THE PERSON PRESENTING THE CARD IS THE RIGHTFUL CARDHOLDER; OR (B) A PROMISE OR GUARANTEE BY HPS THAT IT WILL PAY OR ARRANGE FOR PAYMENT TO E MERCHANT FOR THE AUTHORIZED TRANSACTION. AN AUTHORIZATION DOES NOT PREVENT A SUBSEQUENT CHARGEBACK OF AN AUTHORIZED TRANSACTION PURSUANT TO THIS AGREEMENT. Q A Global Payments Company 7 1 Page Revised: 04/01/21 0 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processinq A reement Packet Pg. 1065 16.D.4.b 4.11 When possible to do so, Merchant shall utilize the equipment as the exclusive method for obtaining Authorization codes. Voice Authorization service is for use during equipment downtime periods only. Use of Voice Authorization systems will result in additional charges for such use being assessed to Merchant based on HIPS then -current rates. Merchant will record for every Transaction applicable Authorization and reference numbers on each Sales Draft to facilitate the timely and accurate retrieval of information as requested by HPS. 4.12 Merchant shall use its best efforts, by reasonable and peaceful means, to recover the Card when: (a) Merchant is advised to recover the Card in response to an Authorization request; or (b) Merchant has reasonable grounds to believe that the Card is counterfeit, fraudulent or stolen. Merchant shall take no action to recover a Card that may result in a breach of the peace. 4.13 Merchant may utilize the equipment's keypad to input Card number(s) in the following instances: (a) Card -Not -Present Transactions; or (b) the magnetic stripe on a Card is damaged and therefore unreadable by the equipment; or (c) the equipment's Card reader is inoperative, in which case Merchant shall immediately advise HPS. 4.14 If a Merchant is approved as an Internet, Mail Order or Telephone Order Merchant, the following sections of this Agreement shall not apply: 4.3 (b) and (g), 4.5, 4.9, 4.12, and 4.13 and such sections shall be replaced by the following: (a) Merchant shall obtain an Authorization for all Transactions. Any Transaction that cannot be authorized electronically is subject to a Voice Authorization call. Any Transaction that is not properly authorized is made with full recourse and may be charged back to the Merchant. An Authorization does not constitute a guarantee of payment, but may be subject to dispute or Chargeback; (b) Merchant shall print legibly the following information on the Sales Draft; Merchant's name and address; (i) the Card Issuer's name; (ii) the truncated account number of the Card; (III) the expiration date of the Card and any effective date on the Card; and (iv) the Cardholder's name. Merchant shall be deemed to warrant to HPS the Cardholder's identity as an authorized user of the Card; (c) Merchant is required to use a real-time Internet payment gateway authorized in advance by HPS to obtain Authorization codes and process Transactions; (d) Internet Transactions are Card -Not -Present Transactions and must be performed on the Internet by the customer; or (e) In the case of a Virtual Terminal, the Internet Merchant Store Front (the customer interface) must be Web Hosted so that the credit Transactions are received over a secure socket layer (SSL) by the Merchant; (f) In any Card -Not -Present Transaction, as a material part of the consideration for HPS to enter into this Agreement, Merchant accepts such Transactions solely at its own risk, and further assumes all risks of loss attendant to non -imprint Card -Not -Present Transactions. (g) Internet Merchant Website Requirements. Internet Merchant shall use the eCommerce Gateway solely for Merchant's internal business purposes and shall not allow any third party use of or access to the eCommerce Gateway. An Internet Merchant agrees to adhere to those Rules governing electronic commerce as well as HPS requirements as set forth herein; which include, but are not limited to ensuring the following information is included or properly referenced on the Internet Merchant websile: (i) Contact information including: customer service telephone number, email and URL addresses, legal name and permanent corporate address including the country of domicile which should be located on the check-out screen, along with the final purchase amount or those pages accessed by a Cardholder during the checkout process; (ii) a complete description of the Products offered for sale and related prices, form of currency, as well as how to complete a purchase and the point at which the purchase is complete; (iii) Include a method by which the Cardholder can affirmatively consent to the Transaction (i.e., an "order norm' or "purchase now" option); (iv) Provide clear disclosure of all material terms of the Transaction: (i.e., all sales are final, applicable restocking fees, returns, etc.); (v) shipping and delivery policies will be clearly and accurately stated; 1) if providing age restricted products/services, Merchant shall clearly state the age restrictions on the website and implement an age verification process; (vi) refund and returned merchandise policies and terms of use; (vii) Merchant's privacy policy clearly and accurately in accordance with all applicable laws and the Rules, including, but not limited to, the content, location and accessibility of its privacy policy; (viii) security policy indicating that: 1) the transmission of payment and will adhere to the PCI DSS for storing and transmitting Cardholder data; A Global Payments Company B 1 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processina Acireement Packet Pg. 1066 16.D.4.b 2) Merchant remains fully responsible and liable for the security of Transaction and personal data submitted to and/or processed through your website or as may otherwise be in Merchant's or its agents or vendors' control, including implementing fraud prevention measures as required by law or industry regulation; 3) Merchant will use Cardholder Data for the sole purpose of supporting payment for and delivery of Merchant's goods and services and consistent with Merchant's privacy policy; 4) Merchant will maintain the security of any and all passwords, ID number or other access control methods to use the e-Commerce Payment Gateway; and (ix) any other legal policies, including export control and terms of use. 4.15 The following additional terms apply to Card -Not -Present Transactions: (a) Merchant shall use, and retain for not less than one year, proof of a traceable delivery system utilized for the delivery of Products to customers. (b) Merchant shall use an address verification service to verify each Transaction. (c) Merchant must utilize if available through their gateway a Payer Authentication Program. This program identifies the Cardholder by authenticating their personal PIN entry. Specific programs could include Verified by VISA and MasterCard Secure Code. (d) Except where Merchant has specified future delivery on the Application, a customers Card shall not be debited until the Product purchased has been shipped. (e) Upon request by HPS, Merchant shall provide copies of all advertisements, catalogues, brochures or other materials used to solicit mail or telephone orders and any forms used in recording or transmitting orders. 4.16 In all cases, unless stipulated otherwise in the Merchant Processing Agreement, the shipment of goods to a Cardholder will be no later than the business day following the date on which that Transaction was transmitted to HPS for processing. 4.17 Merchant agrees to electronically deposit Sales Drafts and Credit Vouchers no later than the day of the Transaction. The time of receipt by HPS will affect the timing of payment to Merchant. If Merchant fails to submit Transactions on a timely basis as provided herein, Merchant will be charged and agrees to pay the additional fees assessed to HPS by the Card Schemes. 4.18 Merchant shall at all times maintain a direct deposit Account (the "Account" or "DDA") in good standing at a bank that is a Receiving Depository Financial Institution (RDFI) of the Federal Reserve Bank ACH System or other ACM settlement network. Merchant represents and warrants that. (a) the Account will always be in the same legal and DBA (if applicable) name as Merchant's name on the Merchant Application; (b) Merchant will own and maintain control of the Account and will keep such Account open at all times during the term and as long as any Reserve Account is in effect; and, (c) the Account will not be associated with any merchant processing activity that is illegal or prohibited by the Rules or applicable law, including without limitation merchant processing activity associated with other accounts and/or processors. Merchant agrees that all credits for collected funds and debits for fines, fees, Chargebacks, Credit Vouchers, payments and adjustments and other amounts due under the terms of this Agreement (including but not limited to attorney's fees and early termination charges) may be made to the Account. Merchant shall not close, restrict or change the Account without prior written approval from HPS. Merchant agrees to pay HPS a twenty-five dollar ($25.00) handling fee to change the DDA information and a twenty-five dollar ($25.00) fee on all returned ACH items. Merchant is solely liable for all fees and all overdrafts, regardless of cause. HPS shall have the unlimited right to debit, without prior notice, any DDA Account containing funds for the purpose of satisfying any liability incurred by or on behalf of Merchant. 4.19 Merchant agrees to retain original Card Scheme Sales Drafts and Credit Vouchers as specified by the Rules and Merchant assumes liability for all fines, fees, failures, charges and penalties charge to Merchant or HPS for a failure to comply therewith. Such documents shall be stored in a secure manner permitting retrieval and submission of legible copies on the same day that Merchant receives a request from HPS. Since a Card Issuer may over a period of time request duplicate copies of the same Sales Draft, Merchant must retain at least one legible copy of each Card Transaction. Failure to provide HPS with requested documentation within five (5) business days after receipt of such request may result in the Transaction being charged back to the Merchant and HPS shall have the right to debit the Account for the full amount of the Transaction. Merchant agrees that it shall destroy material containing Cardholder account information in a manner that renders the data unreadable. A Global Payments Company 9 1 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processing A reement Packet Pg. 1067 16.D.4.b 4.20 Merchant shall not submit any Transaction for processing for the purpose of obtaining or providing a cash advance, or make a cash disbursement to any other Cardholder (including Merchant when acting as a Cardholder), or receive monies from a Cardholder and subsequently prepare a credit to Cardholder's account. 4.21 As partial consideration for this Agreement, Merchant expressly authorizes HPS to change the financial institution providing settlement services to Merchant. Merchant will execute all necessary documents enabling HPS to effect such change. 4.22 Merchant shall provide MPS with immediate notice of its intent to: (a) transfer, sell or liquidate any substantial part of its assets; (b) change the basic nature of its business, including selling any Products not related to its current business; (c) change ownership or transfer control of its business; or (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to this Agreement assumes more than a ten percent (10%) interest in Merchant's business. Merchant also shall provide HPS with prompt written notice of any material changes regarding any information provided in the Application, including Merchant's address, ticket size or monthly volume. Merchant and principal owner(s) identified on an approved Application and any new owner of Merchant or successor Merchant shall be jointly and severally liable to HPS and remain liable for any and all losses, costs and expenses suffered or incurred by HPS in accordance herewith, unless the original Merchant or successor thereof is released in writing by HPS. 4.23 Merchant agrees to pay HPS the face amount of any Transaction processed by HPS pursuant to this Agreement whenever any Card Transaction is reversed in accordance with the Rules, any state or federal statute, regulation, court or administrative order or terms of this Agreement, or in the event of a Chargeback. 4.24 Merchant agrees to pay Member Sponsor Bank and/or HPS any fees, fines, penalties or assessments imposed directly or indirectly on Member Sponsor Bank and/or HPS by a Card Scheme resulting from all acts or omissions of Merchant, including without limitation, any fines, fees, penalties or assessments (such as Card replacement cost) imposed by Card Schemes in relation to Merchant's or a Third Party Agent's non-compliance with PCI DSS and/or Rules. 4.25 HPS agrees to use commercially reasonable efforts to mail or electronically transmit all Chargeback documentation to Merchant promptly at Merchant's address shown in the Application; however, HPS may at any time without prior notice may debit Merchant's DDA or any other Merchant Account for Chargebacks without prior notice in accordance with this Agreement. If Merchant notifies HPS after such time, HPS may, in its discretion, assist Merchant, at Merchant's expense, in investigating whether any adjustments are appropriate and whether any amounts are due to or from other parties; however, HPS shall not have any absolute obligation to investigate or effect any such adjustments. Any voluntary efforts by HPS to assist Merchant in investigating such matters shall not create an obligation to continue such investigation or any future investigation. Merchant must provide all information requested by HPS by the time specified in a request for information. Failure to respond within the specified time shall constitute a waiver by Merchant of its ability to dispute or reverse a Chargeback or other debit, and Merchant shall be solely responsible where it fails to timely provide information concerning any Chargeback. If HPS elects, in its sole discretion, to take action on a Chargeback after the time specified to respond has expired, Merchant agrees to pay all costs incurred by HPS. Merchant agrees to pay HPS a processing fee for Sales Draft retrieval requests at HPS' discretion. 4.26 Merchant agrees to reimburse HPS for the amount of the Sales Draft in the event of a Chargeback together with a handling fee for each Chargeback, which fee may be amended from time to time. Merchant hereby irrevocably authorizes HPS to debit without notice Chargebacks and Chargeback handling fees and all other amounts due hereunder from Merchant's daily deposit and if such collection is inadequate, agrees to reimburse HPS immediately for any shortage that occurs as a result of such charges. 4.27 Merchant will be subject to debit for a Chargeback in accordance with the Rules in effect at the time of the Chargeback. The basis for Chargebacks and the rules for their processing are governed by the Rules. However, all disputes that are not resolved through established Chargeback procedures shall be settled between Merchant and the Cardholder, and Merchant will indemnify HPS for all expenses, including reasonable attorneys' fees, that may be incurred as the result of any Cardholder claim that is pursued outside the Rules. Merchant acknowledges and agrees that it is bound by the rules of the Card Schemes with respect to any Chargeback. A Global Payments Company 101 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Procession Arimemprit Packet Pg. 1068 16.D.4.b Merchant further acknowledges that it is solely responsible for providing HPS and Member Sponsor Bank with any available information to re -present a Chargeback and that, regardless of any information it provides or does not provide HPS and Member Sponsor Bank in connection with a Chargeback, or any other reason, Merchant shall be solely responsible for the liability related to such Chargeback. If any such amount is uncollectible through withholding from any payments due hereunder or through charging Merchant's Account or the Reserve Account, Merchant shall, upon demand by HPS, pay HPS the full amount of the Chargeback. 4.28 Merchant shall not accept or deposit any fraudulent Transaction, or any Transaction about which Merchant has knowledge or notice of circumstances that would impair the validity of the Transaction or the indebtedness thereunder or its collectability. 4.29 Merchant unconditionally represents and warrants to MPS that all Sales Drafts submitted to HPS hereunder will represent the indebtedness of the Cardholder with whom Merchant has completed a Transaction in amounts set forth therein for Products only and shall not involve any element of credit for any other purposes, and shall not be subject to a defense, dispute, offset or counterclaim that may be raised by Cardholder under the Card Schemes Rules, the Consumer Credit Protection Act (15 USC § 1601) or other relevant state or federal statute or regulation. Further, Merchant warrants that any Credit Voucher that it issues represents a bona fide refund or adjustment on a Transaction by Merchant with respect to which a Sales Draft has been accepted by HPS. 4.30 Merchant shall not, under any circumstances, present for processing or credit, directly or indirectly, a Transaction that originates with any other Merchant or any other source. 4.31 Merchant shall not deposit duplicate Transactions. Merchant shall be debited for any adjustments for duplicate Transactions and shall be liable for any Chargebacks which may result therefrom. 4.32 Merchant shall not initiate a Transaction in an attempt to collect a Chargeback. 4.33 To the extent legally permitted, Merchant shall give HPS immediate written notice of any complaint, subpoena, civil investigative demand or other process issued by any state or federal governmental entity that alleges, refers or relates to any illegal or improper conduct of Merchant, its owner(s) or other entity under common ownership or control. Failure to give such notice shall be deemed to be a material breach of this Agreement. 4.34 Merchant must obtain final approval by HPS of Debit Network sponsorship prior to submitting any debit Transaction. 4.35 Merchant shall not be assessed a Chargeback fee for the first three (3) Chargeback requests processed in any twelve month period beginning with the Merchant's anniversary date. Once three Chargeback requests have been submitted by the Card Scheme or a card issuer in any such 12 month period, HPS shall bill all applicable Chargeback fees. For purposes of this Section 4.37, the anniversary date shall be the date of Merchant's first deposit with HPS unless otherwise designated by HPS. 4.36 HPS shall have no liability for customer data that is lost or stolen from the Merchant's POS system or equipment and Merchant shall indemnify HPS from any claim or loss arising out of or relating to such lost or stolen data. 4.37 Merchant shall ensure HIPS has the correct business taxpayer ID ("TIN") and legal name on file for Form 1099- K tax reporting purposes. Any Merchant reporting an invalid TIN and legal name combination is subject to a backup withholding amount as defined by IRS and state regulations. 4.38 Merchant shall at all times comply with the Rules, as well as all applicable federal, state and local rules and regulations. 4.39 Merchant, at its own expense, will have installed and will maintain the equipment, unless otherwise agreed to by the parties in writing. Each equipment type installed at a Location must be compatible with HPS' System and HPS has the right to test the equipment to assure compatibility. Merchant will submit each equipment type and all new core hardware, and any releases of modifications to the implementation software, to HPS for quality assurance testing at least thirty (30) days prior to the equipment, hardware or software's first use at a Location; provided however, both parties acknowledge that the quality assurance test may take less than thirty (30) days and HPS will use commercially reasonable efforts to accomplish the testing as soon as practicable. Quality assurance testing is applicable to each implementation software release for each equipment type. If Merchant changes the method used to communicate with HPS' System from one form of technology to another, e.g, dial to frame relay, once any necessary quality assurance testing has been completed, Customer will arrange for, with the assistance of HPS, if necessary, the equipment to be connected to MPS and then A Global Payments Company 111 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processiga Agreement Packet Pg. 1069 16.D.4.b tested to ensure that the new method of communication works properly, which test will be conducted in accordance with Merchant's and HPS' procedures and paid by each party, respectively. Once the new technology has been tested and approved, it will not be necessary for each Location that adopts the new technology to perform the testing referred to in this paragraph. 4.40 Merchant shall assume responsibility for managing the repair of problems associated with Merchant's own telecommunications and processing system (both hardware and software), including terminals. 4.41 Special pricing through an agreement between HPS and a Merchant association shall apply to Merchant members in good standing of such Merchant association; any special pricing may be discontinued without notice. 4.42 Merchant agrees to provide HPS such financial statements and other information concerning Merchant as HPS may reasonably request from time to time. Merchant agrees that HPS, or its duly authorized representative, may examine Merchant's books and records related to its receipt of the services from HPS hereunder, including records of Transactions submitted hereunder. 4.43 Merchant shall not engage in any services that require registration with the applicable Card Schemes as a Payment Service Provider (PSP) or Payment Facilitator (PF) without prior written approval from HPS. In the event Merchant is registered as a PSPIPF, Merchant agrees to promptly disclose to all Sub -merchants any new or increased Card Scheme related dues, assessments and fees, including but not limited to Convenience fees, in accordance to the contracted services performed by the Merchant. For the avoidance of doubt, all Service Providers, Third Party Agents, Payment Service Providers, and Payment Facilitators must comply with all Rules, including those found at the following websites (or their successor websites): • htt s://usa.visa.comldamNCOM/download/merchants/third- art -a ent-due-dill ence-risk-standards. df htt s:llwww.mastercard.us/content/dam/mccom/ lobaI/documents/mastorcard-rules. df 4.44 Merchant must meet requirements as defined by the Card Schemes. Information is available at: • www.visa.com • www.mastercard.com • www.discovernetwork.com • www.americanexpress.com/merchantogauide - For American Express OptBlue Program merchants only. • www.americanexpress.com - For American Express Direct merchants only. 5. Debit Card Processing; SBT Services If Merchant elects to receive Debit Card processing services, the following terms will apply: 5.1 Merchant understands and agrees that HPS and any bank which is a party to this Agreement (or to which this Agreement is assigned) is a sponsored affiliate or member of each Debit Network and HPS is a service provider for processing Merchant's debit Card Transactions pursuant to the terms herein. 5.2 Until and unless otherwise authorized by MPS, Merchant agrees to utilize compliant and compatible equipment/PIN-pads or systems capable of processing all ACH debit Card Transactions as well as online -Debit Card Transactions at its Locations. All HPS applications software residing on the equipment or systems is the sole property of HPS. Any software residing in Merchant owned or leased equipment or systems must be HPS compatible. Merchant's placement of the equipment or system at its Locations shall constitute acceptance of all terms and conditions set forth in this section. Merchant understands and agrees that HPS has no responsibility whatsoever for inoperative equipment or systems (or software if applicable). In the case of inoperative terminal or system, Merchant shall consult Merchant's warranty or equipment maintenance agreement as applicable. Merchant also acknowledges that all equipment/pin-pads or systems capable of processing all debit Card Transactions at its Locations must remain compliant with the data security requirements of Section 3 of this Agreement. 5.3 Merchant shall utilize HPS compatible equipmentlpinpad or system to process all debit Card Transactions and to abide by all applicable Rules of the applicable debit Card on-line network selected by HPS. HPS has no responsibility or liability for any of the debit Card Networks. 5.4 Merchant agrees to indemnify and hold HPS harmless from any and all claims, actions, proceeding and other liability, which may arise pertaining to such debit Transactions. A Global Payments Company 12 1 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processina Acireement Packet Pg. 1070 16.D.4.b 5.5 Any claims Merchant may have regarding Debit services may not be offset against bankcard sales. 5.6 Merchant assumes all responsibility for retention of paper copies of debit Card Transactions; pursuant to the appropriate debit Card network Rules. 5.7 Within one (1) business day of the original Transaction, Merchant must balance each Location to the system for each business day that each Location is open. If Merchant determines that any Transaction(s) have been processed in error, Merchant will initiate the appropriate Transaction for adjustment. Merchant is responsible for all applicable adjustment fees assessed by the Card Schemes. 5.8 Merchant shall be responsible for all telephone message unit costs, if any, as they are incurred by Merchant for any of the services provided. 5.9 HPS will provide installation, training, service and support for all purchased and rented equipment provided by HPS. Equipment purchased and provided by a third party vendor should be supported and maintained by the vendor. 5.10 Merchant shall be responsible for the following debit related fees: (a) HPS Debit Fee (does not include Debit Network Fee); (b) Debit Network Set-up Fee; (c) Service & Regulatory Mandate Fee. 5.11 Debit Transactions are governed by network regulations as well as federal and state laws and regulations, including but not limited to the Electronic Funds Transfer Act, and Regulation E, pursuant to which consumers may have up to sixty (60) days to dispute a Transaction. Merchant shall comply with all applicable federal, state and local laws and regulations. 5.12 Non -Request for PIN Disclosure Procedures. Merchant agrees to ensure that no employee or agent requests a Cardholder to divulge their PIN number. 5.13 Prevention of PIN Entry Observation. Merchant agrees to undertake commercially reasonable actions to prevent others from observing the entered PIN number. Some prevention examples could be, but not limited to: (a) Placement of security cameras in relation to PIN Entry Device (PED); (b) PED shielding; or (c) PED placement on POS counter. 5.14 EBT Transactions If Merchant elects to accept Electronic Benefit Transactions ("EBT"), the additional following terms and conditions will apply: 5.14.1 EST Services. Merchant will participate in, and HPS will provide access to, the programs for debit card access to electronically distributed government benefits as agreed to between the parties from time to time. ("EBT Programs"). Each EBT Program shall be treated as a "Network" for purposes of the Agreement and each EBT card issued for access to government benefits issued under such EBT Programs shall be treated as a "debit card" under the Agreement. 5.14.2 Rights, Duties and Responsibilities of Merchant. (a) At all times during the term, including any renewal thereof, Merchant shall remain a participant in good standing in each EBT Program selected hereunder. (b) Merchant shall submit to HPS written requests to participate in each EBT Program as amended from time to time, for each Location where EBT will be offered. HIPS must receive such EST request a minimum of fourteen (14) days prior to the desired activation date. (c) Merchant shall notify HPS at least thirty (30) days prior to the termination or withdrawal of its participation in any such EBT Program, or if such participation is terminated involuntarily and without prior notice to Merchant, immediately following such notice. (d) Merchant shall pay to HIPS all EBT related fees set forth in the Agreement. A Global Payments Company 131 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processi Packet Pg. 1071 16.D.4.b (a) Merchant will comply with all applicable laws, regulations, Rules, or administrative guidelines related to its participation in each EBT Program and acceptance of EBT Cards, including any Network Rules. Without limiting the foregoing, Merchant shall not resubmit any EBT Transactions except as specifically permitted by Rules related to such EBT Program. In addition, if Merchant accepts EBT under the Food Stamp Program, Merchant shall deploy and identify its equipment consistent with Department of Agriculture requirements. Merchant will not take any action that would cause HPS to be in violation of any law, regulation, rule or administrative guideline applicable to an EBT Program, including any Network Rules. (f) With respect to each EBT Program in which Merchant participates, Merchant shall comply with any obligations or duties imposed on merchants participating in such EBT Program under an Agreement ("Processor Agreement") between HPS and the administrator of the EBT Program ("EBT Provider") pursuant to which HPS is authorized to process Transactions for the EBT Program, and the EBT Provider shall have the right to directly enforce the terms and conditions of the Processor Agreement against Merchant in the event that Merchant breaches its obligations hereunder. (g) Merchant agrees that HPS may release information regarding Merchant's use of the EBT Program upon request by any federal or state agency, and that Merchant shall not have a claim or cause of action for such release of information. (h) Merchant will accept EBT Cards only for Transactions and purchases permitted under the applicable EBT Program. (1) Regardless of Merchant's standard operating procedure for handling refunds, it shall provide refunds with respect to EBT Transactions only in accordance with applicable laws, regulations, Rules, or administrative guidelines related to its participation in each EBT Program, including Network Rules. Q) if required by an EBT Program, Merchant shall seek to obtain telephone Authorization of each EBT Transaction in situations in which it is unable to obtain electronic response from the Card Authorization system for the EBT Program. If HPS processes manual Sales Drafts for Merchant; Merchant shall complete any such manual Sales Draft for an EBT Transaction in accordance with the requirements of the EBT Program. (k) Merchant shall maintain records of EBT Transactions as required by applicable laws, regulations, Rules or administrative guidelines related to its participation in each EBT Program, including Network Rules. (1) Merchant shall not use or disclose any information concerning a Recipient for any purpose not directly connected with the performance of Merchant's duties under an EBT Program. (m) Merchant shall not discriminate in the provision or denial of any EBT Transactions on the basis of a Recipient's disability or handicap (if any), age, race, color, religion, sex, sexual preference, political belief, national origin, creed, marital status or veteran's status. (n) Merchant shall provide to HPS and any EBT Provider any information reasonably required by HPS or the EBT Provider to assist HPS or the EBT Provider in ensuring the integrity, security and successful performance of the EBT Network. (o) Merchant shall, at its own expense, ensure that its employees receive appropriate training in the use of equipment and procedures with respect to each EBT Program in which Merchant participates. If Merchant so requests, MPS and Merchant shall enter into a written agreement pursuant to which HPS shall provide such training to Merchant's employees, provided that Merchant shall pay HPS the usual and customary fees charged by HPS for its employees time in conducting such training and shall reimburse MPS for employee travel, lodging and other reasonable out-of-pocket expenses incurred in conducting on -site training. 5.14.3 HPS Representations and Warranties. HPS hereby represents and warrants that it is a qualified processor in each EBT Program identified and that it has obtained any and all Authorizations, certifications or other evidence of authority and has properly executed and delivered any and all applications, agreements or other documents necessary to participate in each such EBT Program. 5.14.4 Rights, Duties and Responsibilities of HPS. (a) HPS shall provide the EBT services identified in accordance with the terms of EBT, the Agreement and applicable laws, regulations, Rules and administrative guidelines applicable to each selected EBT Program, including any Network Rules. (b) MPS shall have the authority, without any liability, to terminate or suspend the provision of services hereunder with respect to each and every EBT Program, at the direction of any federal, state or other authority with responsibility for oversight or implementation of such EBT Program, or upon HPS determination to terminate support for such EBT Program for all customers. A Global Payments Company 14 1 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processi Packet Pg. 11172 16.D.4.b If HIPS is directed to terminate or suspend the provision of services hereunder with respect to an EBTProgram, HPS may also terminate or suspend provision of services hereunder for any other EBT Program without liability. 5.14.5 Indemnity. In addition to any indemnification obligations of Merchant set forth elsewhere in this Agreement, Merchant agrees to indemnify and hold harmless HPS and Member Sponsor Bank from and against any and all claims or losses arising out of: (a) any act or omission by Merchant in violation of any applicable federal, state or local law or regulation, or rule or administrative guideline related to any EBT Program, including a Network Rule; (b) any negligent or fraudulent act or omission or intentional misconduct by Merchant; (c) any failure by Merchant to comply with any obligation or duty imposed on Merchants participating in an EBT Program under a Processor Agreement; or (d) any act or omission of Merchant that causes HPS to breach any undertaking under a Processor Agreement, including any performance standards hereunder. 5.14.6 Limitation of Liability. In addition to any other limitations of liability set forth in this Agreement, Merchant agrees and acknowledges that HPS and Member Sponsor Bank shall have no liability to Merchant arising out of any act or omission by an EBT Provider. Without limiting the foregoing, HPS and each EBT Provider shall have no liability to Merchant for an EBT Provider's rejection, Chargeback or other failure to fully process in the ordinary course and without penalty any adjustment based upon a restriction on any EBT Provider's ability to process such adjustment to the Account of a recipient of government benefits, regardless of whether the error being adjusted was caused, in whole or in part, by HPS. 5.14.7 Deluxe EBT Program. If Merchant is a participant in an EBT Program in the State of Kansas, Louisiana, (or any other state where Deluxe Data Systems, Inc. ["Deluxe"] is the prime contractor for the state), Merchant agrees that Deluxe, which is the EBT Provider for those states, shall have no liability to Merchant arising out of Deluxe's management of the EBT Program or processing of Transactions except for Merchant's direct damages caused by fraud or intentional misconduct committed by Deluxe's employees. In no event shall Deluxe be liable to Merchant for indirect, incidental or consequential damages. Merchant agrees and acknowledges that Deluxe is a third party beneficiary of EBT for purposes of this limitation liability. 6. Fees 6.1 As consideration for the services to be provided by MPS, Merchant shall pay HPS various fees in the manner and pursuant to the Fee Schedule set forth herein and in the Application. The Fee Schedule may be amended as set forth in Section 19.11 of this Agreement. For the avoidance of doubt, Merchant is responsible for all Pass Through fees charged by the Card Schemes. Merchant is responsible for verifying the accuracy of its monthly statements received from HPS for the services provided hereunder. 6.2 Merchant shall pay fees charged to Merchant by third parties for telephone equipment, the preparation of the site(s) prior to installation of electronic data capture equipment and/or peripheral equipment, installation, maintenance, line charges, and utility costs. In addition, Merchant shall be responsible for any increase in long- distance communication costs, internet access, gateway costs, IP, SSL, DSL, lease, frame, and processing charges from third party vendors. 6.3 Merchant shall pay all applicable sales taxes for services and products provided by HPS. 6.4 All Card -Not -Present Transactions will be subject to the applicable interchange rates as defined by the Card Schemes. Notwithstanding the fees and costs listed in the Fee Schedule, Merchant shall pay any additional costs and fees associated with "Non -Qualifying Transactions" (including, but not limited to, Card -Not -Present Transactions, or Transactions involving corporate, business, purchasing and/or rewards Cards or any other types of Cards subject to Non -Qualifying rates). In addition, Merchant shall pay a voice Authorization fee $0.65 per Transaction or HPS' then current rate for Voice Authorizations. 6.5 Merchant shall pay such fees and charges as may be set by HPS for any requested system enhancements or services in addition to those specified herein or in the application or as my be requested by applicable law or changes in the Rules. A Global Payments Company 15 1 Page Revised: 04/01/21 O 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processinq Acireement Packet Pg. 1073 16.D.4.b 7. Rights, Duties and Responsibilities of HPS 7.1 HPS will accept all Sales Drafts and Credit Vouchers deposited by Merchant that comply with the terms of this Agreement. HPS will pay to Merchant the total face amount of each valid Sales Draft, less any Credit Vouchers, Discounts, fees or adjustments determined daily, weekly or monthly. All payments, credits and charges are subject to audit and final review by HIPS and prompt adjustment shall be made as required. Notwithstanding any other provision in this Agreement, HPS may refuse to accept any Sales Draft, revoke its prior acceptance, or delay processing of any Sales Draft for any period of time, as HPS deems necessary and appropriate. HPS shall have no liability to Merchant for additional charges, higher rates, or any other loss, expense or damage Merchant may incur directly or indirectly due to any such refusal, revocation or delay. 7.2 HIPS will accept customer service calls and other communications from Merchant relating to the services provided under this Agreement including, but not limited to, equipment service, disbursement of funds, Account charges, Merchant statements and Chargebacks. 7.3 HPS will process requests for Sales Drafts from Card Issuers and all Chargebacks and will provide Merchant with notice of requests and Chargebacks. 7.4 HPS may provide terminals, printers and peripheral equipment at Merchant's request and expense. HPS will obtain repair and replacements on purchased and rented equipment. Merchant shall be liable for all non - warranty repairs, shipping and handling costs. 7.5 HPS may provide online data management information concerning Merchant to Member Sponsor Banks, Card Schemes, Card Issuers or any other party. This information includes but is not limited to Merchant identification information, Transaction information, deposits, ACH, batches, equipment, Chargebacks, retrievals, online statements and monthly affiliate reports. 7.6 Upon receipt of written request by Merchant, HPS may provide Merchant with certain supplies to complete and document Transactions at Merchant's request and expense as set forth in HPS product price list in effect at the time of such request. 7.7 From time to time HPS may refer Merchant to certain independent third party providers of certain products or services. Any Agreement relating to the provision of such products or services shall be solely between the provider and Merchant. Under no circumstance shall HPS have any liability arising out of or related to the performance or non-performance of any product or service to be provided by any such third party provider. 7.8 HPS reserves the right, without notification, to change or modify all or part of the network configuration used to provide the services. Selection of equipment, hardware, etc. to be used by HPS or HPS's system shall be left solely to HPS's discretion. HPS shall not change its equipment protocol or HPS's compatibility requirements without notice to Merchant. 8. Privacy, Data Sharing & Confidentiality 8.1 Merchant is solely responsible for compliance with any privacy laws applicable to its use of HPS products and services, and its acceptance of Card Transactions. If Merchant is a Covered Entity, HealthCare Provider, or Business Associate under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA Rules"), Merchant represents and warrants that it shall not transmit to HPS any Protected Health Information ("PHI"), as defined in 45 C.F. R. §164.501. HPS operates under an exemption in the HIPAA Rules for financial institutions performing consumer conducted payment Transactions. Furthermore, any exposure to PHI shall be random, infrequent and incidental to the provision of services by HPS, as allowed under the HIPAA Rules, and is not meant for the purpose of accessing, managing the PHI or creating or manipulating the PHI. Any transmission of PHI by Merchant to HPS shall be the responsibility of Merchant and Merchant agrees to pay HIPS any fees or fines imposed on HPS by any agency of the U.S. Government with respect to or resulting from acts or omissions of Merchant regarding PHI. 8.2 As between HPS and Merchant, HPS shall be deemed the owner of all Transaction Data. Merchant shall have no rights in or title to Transaction Data, notwithstanding HPS's provision of access to certain Transaction Data in relation to the provision of Services hereunder. A Global Payments Company 16 l Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Procession Packet Pg. 1074 16.D.4.b 8.3 Merchant authorizes HPS to use, make available to third parties and/or exchange information, including Transaction Data, and information that relates to an identifiable individual ("Personal Information"), about Merchant (and about its partners, principals, proprietors, officers, shareholders and managing agents who have provided their written consent pursuant to this Agreement) with other financial institutions, payment networks, and any other persons or entities for the purpose of providing services under this Agreement or as HPS otherwise deems appropriate or necessary. 8.4 Merchant authorizes HPS to use, make available to third parties, and/or exchange information, including Transaction Data and Personal Information, about Merchant (and about its partners, principals, proprietors, officers, shareholders and managing agents who have provided their written consent pursuant to this Agreement) for statistical analysis, marketing purposes, and any other purpose related to the provision of HPS or a third party's products and services. 8.5 Merchant acknowledges that HPS may use, make available to third parties or exchange information, including Transaction Data and Personal Information, about Merchant (and about its partners, principals, proprietors, officers, shareholders and managing agents who have provided their written consent pursuant to this Agreement) with other entities that have products or services that may be of interest to Merchant. Personal Information regarding Merchant or Merchants customers will not be used in any way contrary to any applicable laws. 8.6 Upon acceptance of this Agreement, Merchant confirms it has read, understood and accepted the HPS Online Privacy Policy. 8.7 Confidential Information. Merchant and HPS will take reasonable steps to protect and maintain the confidentiality of confidential information as defined below ("Confidential Information"). bank account (a) The types of Confidential Information that HPS may collect, share or make available to Merchants will depend on the products or services provided to the Merchant. Confidential Information may include, but is not limited to, financial information, such as transaction data and financial account information of Merchant and/or its customers. Confidential Information further includes Personal Information, including but not limited to: social security number, driver's license number, credit or debit card number, personal identification number or password that would permit access to a financial account, personal bank account number, passport number or email address. Confidential Information further includes information HPS provides to Merchant about HPS's products, services, systems, and business. (b) Confidential Information shall not include information that is lawfully obtained and publicly available or that is derived from federal, state, or local government records lawfully made available to the public. (c) HPS may otherwise share or disclose Confidential Information pursuant to Sections 8.1, 8.2 and 8.3 or if it determines, in its sole discretion, that it is required to do so pursuant to any applicable law, regulatory requirement, and/or contractual obligation. 9. Reserve and Payment Obligations 9.1 At any time, HPS may establish a Reserve Account to secure the performance of Merchant's obligations hereunder, including without limitation in the event of: (a) a breach of this Agreement by Merchant; (b) a material adverse change in Merchant's financial condition; (c) Merchant receives excessive Chargebacks as determined by HPS, a Member Sponsor Bank or any Card Scheme; (d) Merchant has submitted fraudulent or suspicious Transactions; (e) HPS has reasonable grounds to believe that it may be or become liable to third parties due to Merchant's action or inaction hereunder; (f) a change in Merchant's transaction volume or average ticket, or (g) HPS has reasonable grounds to believe that material fines, fees, or penalties may be assessed against HPS or a Member Sponsor Bank by a Card Scheme arising out of or relating to Merchant's failure to comply with the Rules. The amount of such Reserve Account shall be set and may be revised by HPS in its sole discretion at any time, based upon Merchant's processing history and the anticipated risk of loss to HPS. 9.2 HPS may require that such Reserve Account be funded by all or any combination of the following: (a) debits to Merchant's Account or any other Accounts owned by Merchant; (b) deductions or offsets to any payments otherwise due to Merchant; (c) Merchant's delivery of a letter of credit; or (d) Merchant's pledge to HPS of a freely transferable negotiable certificate of deposit. Any such letter of credit or certificate of deposit shall be issued or established by a financial institution acceptable to HPS. A Global Payments Company 17 1 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processina A reement Packet Pg. 1075 16.D.4.b In the event of termination of this Agreement by either Merchant or HPS, an immediate Reserve Account, if not already established, may be established by MPS and the Reserve Account will be held by HPS for six (6) months after termination of this Agreement or for such longer time as HPS may, in its discretion, deem reasonably necessary based upon Merchant's liability to HPS arising prior to or after termination of this Agreement and HPS may deposit into and retain in the Reserve Account any and all amounts otherwise payable to Merchant. Funds held in a Reserve Account may be held in a commingled Reserve Account for the reserve funds held in relation to HPS's other Merchants, without involvement by an independent escrow agent. Merchant agrees that it shall have no right, title or interest in or to the commingled Account and shall receive no interest on funds held in a Reserve Account. However, Merchant may have an unsecured contractual claim against HPS with respect to any amount which may be due to Merchant after the expiration of the period described herein. Alternatively in the sole discretion of HPS, HIPS may place the funds in a Reserve Account in Merchant's name, and such funds shall be payable to Merchant therefrom in accordance with this Agreement. Any amount remaining in the Reserve Account when HPS determines that the Reserve Account may be closed shall be released to Merchant, 9.3 To secure the Merchant's obligations to HPS under this Agreement, and any other agreement for the provision of related equipment or related services ("Obligations"), Merchant grants to HPS a lien and security interest in and to any of Merchant's funds now or hereafter in the possession of HPS, whether now or hereafter due or to become due to Merchant from HPS. HPS is hereby authorized (any related notice and demand are hereby expressly waived), to set off, recoup, appropriate, and apply any and all such funds against and on account of Merchant's obligations under this Agreement, whether such obligations are liquidated, un-liquidated, fixed, contingent, matured or un-matured. Merchant agrees to duly execute and deliver to HPS such instruments and documents as HPS may reasonably request to perfect and confirm the lien, security interest, right of set off, recoupment and appropriation set forth in this Agreement. 9.4 Merchant agrees that MPS may withdraw funds from the Reserve Account at any time without notice to Merchant in the amount of any obligation of liability of Merchant to HIPS hereunder, arising prior to or after termination, including any applicable Early Termination Fees pursuant to Section 13.4. If the Reserve Account funds are not sufficient to cover the Chargebacks, adjustments, fees and other charges due from Merchant, or if the funds in the Reserve Account have been released, Merchant agrees to promptly pay HPS the amount of such deficiency upon request. 10. Indemnification; Due Care 10.1 Merchant shall indemnify and hold harmless HPS and Member Sponsor Bank from all claims, liability, loss and damage, including reasonable attorney's fees and costs, whether direct or indirect, arising out of: (i) any breach by Merchant of the terms of this Agreement; (ii) any act or omission of Merchant, (iii) Merchant's failure or alleged failure to comply with the Rules, or any federal or state law, rule or regulation, including, without limitation, any rules or regulations promulgated by the PC[ SSC or any other applicable security standards; (iv) death or injury caused by the Products sold by Merchant, (v) all web -based, internet or electronic commerce transactions including Merchant's insecure transmission of card transaction data and/or storage of cardholder information, (vi) any agreement to permit Merchant to access other financial services through point of sale equipment provided by HPS and/or Member Sponsor Bank, (vii) the services provided to Merchant from a Merchant Servicer or Third Party Agent, including any and all claims related to the performance or non-performance of Merchant Servicer or Third Party Agent pursuant to such agreement or non-compliance thereof or (viii) HPS's and/or Member Sponsor Bank's reporting of Merchant's business name and the names and other identification of its principals to the Terminated Merchant File in accordance with Section 14.1 hereof. Merchant shall pay all fees, costs associated with any action brought by HPS and/or Member Sponsor Bank to collect amounts owed by Merchant to HIPS and/or Member Sponsor Bank under this Agreement. 11. Limitation of Liability 11.1 HPS and Member Sponsor Bank shall have no liability whatsoever and for any reason for: (a) increased fees or other charges resulting from Merchant's use of equipment or other software provided or serviced by any Service Provider or Third Party Agent, or (b) for any act, omission or damages arising from services provided to Merchant from a Merchant Servicer or Third Party Agent. A Global Payments Company 18 1 Page Revised: 04/01/21 OO 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processinq Agreement Packet Pg. 1076 �: 16.D.4.b 11.2 IT IS AGREED THAT IN NO EVENT WILL HIPS OR MEMBER SPONSOR BANK BE LIABLE FOR ANY CLAIM, LOSS, BILLING ERROR, DAMAGE, OR EXPENSE ARISING OUT OF OR RELATING TO THIS AGREEMENT WHICH IS NOT REPORTED IN WRITING TO HPS OR MEMBER SPONSOR BANK BY MERCHANT WITHIN SIXTY (60) DAYS OF SUCH FAILURE TO PERFORM, OR IN THE EVENT OF A BILLING ERROR WITHIN NINETY (90) DAYS OF THE DATE OF THE INVOICE OR APPLICABLE STATEMENT. MERCHANT HEREBY EXPRESSLY WAIVES ANY SUCH CLAIM THAT IS NOT BROUGHT WITHIN THE SPECIFIED TIME PERIODS. 11.3 THE LIABILITY FOR HPS AND MEMBER SPONSOR BANK FOR ANY LOSS ARISING OUT OF OR RELATING IN ANY WAY TO THIS CARD SERVICES AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM THE UNAVAILABILITY OR MALFUNCTION OF THE SERVICES PROVIDED HEREUNDER, PERSONAL INJURY, OR OTHER PROPERTY DAMAGE, SHALL, IN THE AGGREGATE, BE LIMITED TO ACTUAL, DIRECT, AND GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED ONE (1) MONTH'S AVERAGE CHARGE PAID BY MERCHANT HEREUNDER (EXCLUSIVE OF INTERCHANGE FEES, ASSESSMENTS, AND ANY OTHER FEES OR COSTS THAT ARE IMPOSED BY A THIRD PARTY IN CONNECTION WITH MERCHANT'S PAYMENT PROCESSING) FOR THE SERVICES PROVIDED HEREUNDER DURING THE PREVIOUS TWELVE (12) MONTHS OR SUCH LESSER NUMBER OF MONTHS AS SHALL HAVE ELAPSED SUBSEQUENT TO THE EFFECTIVE DATE OF THIS AGREEMENT. 11.4 IN NO EVENT SHALL HPS OR MEMBER SPONSOR BANK BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUES AND BUSINESS OPPORTUNITIES, MERCHANT AGREES TO REIMBURSE HPS FOR ALL COSTS AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES INCURRED AS A RESULT OF ANY SUCH ACTION, PROCEEDING OR LIABILITY. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Without limitation of the foregoing, HPS shall not be liable to Merchant for delays in data transmission. 11.5 HPS AND MEMBER SPONSOR BANK MAKE NO WARRANTY WHATSOEVER REGARDING CARD AUTHORIZATIONS, DECLINES OR REFERRAL CODES, RESPONSES TO REQUESTS FOR AUTHORIZATION, PROCESSING, SETTLEMENT, OR ANY OTHER SERVICES PROVIDED BY OR ON BEHALF OF HPS AND MEMBER SPONSOR BANK HEREUNDER, AND HPS AND MEMBER SPONSOR BANK HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY TITLE, OR NON - INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE and HPS and Member Sponsor Bank shall have no liability to Merchant or any other person for any loss, liability or damage arising directly or indirectly in connection herewith. Without limitation of the foregoing, Merchant acknowledges that HPS and Member Sponsor Bank have no liability or responsibility for the actions or failures of any Card Scheme, Card Issuer or Cardholder. 11.6 HPS AND MEMBER SPONSOR BANK SHALL BE EXCUSED FOR UNTIMELY PERFORMANCE OR NON- PERFORMANCE OF THE SERVICES PROVIDED HEREUNDER INCLUDING PROCESSING DELAYS OR OTHER NON-PERFORMANCE CAUSED BY SUCH EVENTS AS FIRES, TELECOMMUNICATIONS FAILURES, EQUIPMENT FAILURES, STRIKES, RIOTS, WAR; NON-PERFORMANCE OF VENDORS, SUPPLIERS, PROCESSORS OR TRANSMITTERS OF INFORMATION; ACTS OF GOD OR ANY OTHER CAUSES OVER WHICH HPS OR MEMBER SPONSOR BANK HAS NO CONTROL. 12. Display of Materials: Trademarks 12.1 Use of promotional materials and use of any trade name, trademark, service mark or logo type ("Marks") associated with each Card Scheme shall fully comply with specifications contained in applicable Rules. 12.2 Merchant shall only use each Mark in a way to indicate that the Card Scheme is accepted at Merchant and that Merchant is customer of HPS. Marks may not be edited or combined with other Marks. Merchant shall not use any promotional materials or Marks in any way that suggests or implies that a Card Scheme endorses Merchant's Products or services. 13. Term: Termination A Global Payments Company 191 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Process! Packet Pg. 1077 16.D.4.b 13.1 THIS AGREEMENT SHALL BECOME EFFECTIVE UPON ACCEPTANCE OF THE FIRST MERCHANT DEPOSIT BY HPS AND SHALL CONTINUE IN EFFECT FOR A TERM OF THIRTY-SIX (36) MONTHS THEREFROM ("TERM"). THEREAFTER, THE AGREEMENT WILL AUTOMATICALLY RENEW FOR ADDITIONAL TWELVE (12) MONTH PERIODS UNLESS TERMINATED BY ANY PARTY BY GIVING WRITTEN NOTICE TO THE OTHER PARTY AT LEAST SIXTY (60) DAYS PRIOR TO THE END OF THE TERM OR ANY RENEWAL TERM, EXCEPT THAT IN CASE OF AN EVENT OF DEFAULT BY MERCHANT, OR AS REQUIRED BY A CARD SCHEME OR MEMBER SPONSOR BANK, THIS AGREEMENT MAY BE TERMINATED OR SUSPENDED IMMEDIATELY AND HPS SHALL GIVE MERCHANT WRITTEN NOTICE WITHIN FIFTEEN (15) DAYS THEREAFTER. 13.2 Upon the occurrence of any Event of Default, all amounts payable hereunder by Merchant to HPS shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by Merchant. For the purposes of this Section 13 an "Event of Default" occurs when: (a) Merchant shall default in any material respect in the performance or observance of any term, covenant, condition contained in this Agreement, including, but not limited to, the establishment of or maintenance of funds in a Reserve Account in accordance with the provision of Section 9.1 and 9.2; or any noncompliance with the Rules or the operating regulations of a Card Issuer or a reasonable belief by HPS that Merchant will constitute a risk to HPS by failing to meet the terms of this Agreement; (b) Material adverse change in the business, financial condition, business procedure, prospects, Products or services of Merchant; (c) any information contained in the Application was or is incorrect in any material respect, is incomplete or omits any information necessary to make such information and statements not misleading to FIPS; (d) any assignment or transfer of control of Merchant or its parent; (e) a sale, transfer or liquidation of all or a substantial portion of Merchant's assets; (f) irregular Card sales or credits by Merchant, Card sales substantially greater than the annual volume or average ticket amount stated on Merchant's Application, excessive Chargebacks or any other circumstances which, in the sole discretion of HPS, may increase the risk of Merchant Chargebacks or otherwise present a financial or security risk to HPS; (g) reasonable belief by HIPS that Merchant is engaged in practices that involve elements of fraud or conduct deemed to be injurious to Cardholders, including, but not limited to fraudulent, prohibited or restricted Transaction(s); (h) any voluntary or involuntary bankruptcy or insolvency proceedings involving Merchant, its parent or an affiliated entity, or any other condition that would cause HPS to deem Merchant to be financially insecure; (i) Merchant engages in any Outbound Telemarketing Transactions; (j} Merchant or any other person owning or controlling Merchant's business is or becomes listed in any Card Schemes security reporting; or (k) Early termination of the Agreement by Merchant without cause, including without limitation by Merchant's use of another processor to provide services similar to those provided by HPS hereunder. Then, upon occurrence of any Event of Default, all amounts payable hereunder by Merchant to HPS, including any applicable Early Termination Fees (payable as set forth in Section 13.4), shall be immediately due and payable in full without demand or other notice of any kind, all of which are expressly waived by Merchant. 13.3 In the event of termination, regardless of cause, Merchant agrees that all obligations and liabilities of Merchant including all Chargebacks, fees, credits and adjustments with respect to any Sales Draft or Credit Voucher presented prior to the effective date of termination shall survive such termination and expressly authorizes HPS to withhold and discontinue the deposit to Merchant's Account for all Card and other payment Transactions of Merchant in the process of being collected and deposited. 13.4 MERCHANT MAY BE CHARGED A FEE OF $295 PER LOCATION ("EARLY TERMINATION FEE" OR "ETF") IF MERCHANT TERMINATES THE AGREEMENT PRIOR TO THE EXPIRATION OF THE TERM (EXCEPT IF AS A RESULT OF HPS' MATERIAL UNCURED BREACH OF THE AGREEMENT). THE ETF MAY BE DEDUCTED IN A SINGLE PAYMENT FOR THE FULL AMOUNT VIA ACH DEBIT TO THE ACCOUNT, AT HPS' OPTION, UPON OR AT ANY TIME AFTER HPS' RECEIPT OF MERCHANT'S NOTICE OF TERMINATION. A Global Payments Company 20 1 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processinq Agreement Packet Pg. 1078 16.D.4.b 13.5 Neither the expiration nor termination of this Agreement shall terminate the obligations or rights of the parties pursuant to provisions of the Agreement, which by their terms are intended to survive or be perpetual or irrevocable. 13.6 The provisions governing processing and settlement of Card Transactions, all related adjustments, fees and other amounts due from Merchant and the resolution of any related Chargebacks, will continue to apply after termination of this Agreement. 13.7 Supply orders are shipped via ground and any additional shipping fees such as overnight, second day, third day and Saturday delivery will be charged to the Merchant. HPS will collect all charges for supplies and shipping via ACH. 14. Terminated Merchant File 14.1 If Merchant is terminated for cause by a Card Scheme, including but not limited to fraud, counterfeit, duplicate or unauthorized Transactions, excessive Chargebacks or suspect activity, HPS and/or Member Sponsor Bank may report Merchant's business name and the names and other identification of its principals to the Terminated Merchant File. Merchant expressly agrees and consents to such reporting, and HPS and Member Sponsor Bank have no liability to Merchant for any loss, expense or damage Merchant may sustain, directly or indirectly, due to such reporting. 15. Additional Locations 15.1 Merchant may wish to utilize services provided by HPS under this Agreement at its other business Locations ("Additional Locations"). Merchant may apply to add such Additional Locations provided that such Locations conduct the same type of business and sell the same type of Products. Additional Locations submitted to receive Services under this Agreement shall be subject to approval by HPS and Member Sponsor Bank, and Merchant shall submit a new Application for any such Additional Location(s). 16. Notices 16.1 All notices and other communications required or permitted to be sent to Merchant under this Agreement may v be made: (1) by written communication sent to Merchant at the address stated on the Merchant Application or i as updated by Merchant thereafter; (2) by electronic communication sent to Merchant at the electronic mail o address stated on the Merchant Application or as updated by Merchant thereafter; or (3) via an electronic 3 posting or notification accessible to Merchant on the Heartland website located at. https:llinfocentral.heartlandpaymentsystems.com. All notices and other communication required or permitted aZ to be sent to HPS under this Agreement shall be deemed delivered when mailed first-class mail, postage >_ prepaid, addressed to the Merchant at the address stated in the Application and to HPS at the address set forth Q below, or at such other address as the receiving party may have provided by written notice to the other: i L Heartland Payment Systems, LLC Q Attn: Customer Care One Heartland Way y Jeffersonville, IN. 47130 Phone: (888) 963-3600 0 IL Member Sponsor Banks Issues Regarding Credit Cards c� i Barclays Bank 0 125 South West Street Wilmington, DE 19801 m Phone: (302) 622-8990 r; rn Deutsche Bank Trust Company Americas 60 Wall Street aD New York, NY 10005 E Email: COMPt_.Card AcpuiringCalist.DB.com - U c� Wells Fargo Bank, N.A. r Q A Global Payments Company 21 I Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processing A reement Packet Pg. E1,179:] 16.D.4.b P.O. Box 6079 Concord, CA 94524 Phone: (844) 284-6834 Issues Regarding Debit Cards Old Line Bank 1525 Pointer Ridge Place Bowie, MD 20716 (800)617-7511 17. DISPUTE RESOLUTION — ARBITRATION AND CLASS ACTION WAIVER NOTE: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS AND THE RESOLUTION OF DISPUTES 17.1 MANDATORY ARBITRATION: ANY DISPUTE OR CLAIM ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE RELATIONSHIPS WHICH RESULT FROM THIS AGREEMENT SHALL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT; HOWEVER, YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF (1) THE CLAIMS QUALIFY FOR SMALL CLAIMS COURT; (2) THE MATTER REMAINS IN SMALL CLAIMS COURT AT ALL TIMES; AND (3) THE MATTER PROCEEDS ONLY ON AN INDIVIDUAL (NOT A CLASS OR REPRESENTATIVE) BASIS). ARBITRATION DOES NOT PROCEED BEFORE A JURY AND MAY INVOLVE MORE LIMITED DISCOVERY THAN A COURT PROCEEDING. ANY ARBITRATION UNDER THIS AGREEMENT WILL ONLY BE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. The arbitrator's award or decision will not affect issues or claims involved in any proceeding between HPS and any person or entity who is not a party to the arbitration. The arbitrator may award monetary, declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The arbitrator's award, if any, will not apply to any person or entity that is not a party to the arbitration. However, nothing in this Section or Agreement shall preclude any party from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief on your behalf. Further, notwithstanding the foregoing, nothing in this Section or this Agreement prohibits a party from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other equitable relief. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of the arbitration provisions of this section. Arbitration will be administered by JAMS (www.jamsadr.com). For claims greater than $250,000, the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time the arbitration is commenced will apply (if no such rules are in effect, JAMS default arbitration rules shall apply). For claims equal to or less than $250,000, the JAMS Streamlined Arbitration Rules and Procedures in effect at the time the arbitration is commenced will apply (if no such rules are in effect, JAMS default arbitration rules shall apply). Unless the arbitrator(s) determine that justice or fairness require otherwise: (i) any arbitration will proceed in Muscogee County, Georgia (although, for the convenience of the Merchant or guarantor (as applicable), any party or its counsel may participate telephonically); and (ii) the arbitrator(s) will oversee limited discovery, taking into account the amount in controversy and the parties' desire to keep proceedings cost-effective and efficient. Any decision rendered in any arbitration proceeding shall be final and binding on each of the parties to the arbitration and judgment may be entered thereon in any court of competent jurisdiction. The parties will maintain the confidential nature of the arbitration proceeding except as may be necessary to enforce any award or to comply with applicable law. If the total damage claims in an arbitration are $10,000 or less, not including the Merchant's attorney fees ("Small Arbitration Claim"), the arbitrator may, if the Merchant, prevails, award the Merchant reasonable attorney fees, expert fees and costs (separate from Arbitration Costs as defined below), but may not grant HPS its attorney fees, expert fees or costs (separate from Arbitration Costs) unless the arbitrator determines that the Merchant's claim was frivolous or brought in bad faith. In a Small Arbitration Claim case, HPS will pay all arbitration filing, administrative and arbitrator costs (together, "Arbitration Costs"). The Merchant must submit any request for payment of Arbitration Costs to JAMS at the same time the Merchant submits its Demand for Arbitration. However, if the Merchant wants HPS to advance the Arbitration Costs for a Small Arbitration Claim A Global Payments Company 221 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processing Agreement Packet Pg. P1080 16.D.4.b before filing, HPS will do so at the Merchant's written request which must be sent to HIPS at the address in paragraph 16.1 above. If the Merchant's total damage claims in an arbitration exceed $10,000, not including the Merchant's attorney fees ("Large Arbitration Claim"), the arbitrator may award the prevailing party its reasonable attorneys' fees and costs, or it may apportion attorneys' fees and costs between the Merchant and HIPS (such fees and costs being separate from Arbitration Costs). In a Large Arbitration Claim case, if the Merchant is able to demonstrate that the Arbitration Costs will be prohibitive as compared to the costs of litigation, HPS will pay as much of the Arbitration Costs as the arbitrator deems necessary to prevent the arbitration from being cost -prohibitive. Merchant hereby agrees that claims applicable to American Express may be resolved through arbitration as further described in the American Express Merchant Requirements Guide (the "American Express Guide"). 17.2 Choice of Forum: A court, not the arbitrator, will decide any questions regarding the validity, scope and/or enforceability of Section 17.1. Any litigated action (as opposed to an arbitration) regarding, relating to or involving the validity, scope and/or enforceability of Section 17.1, or otherwise, shall be brought in either the courts of the State of Georgia sitting in Muscogee County or the United States District Court for the Northern District of Georgia, and Merchant and guarantor (if applicable) expressly agree to the exclusive jurisdiction of such courts. Merchant and guarantor (if applicable) hereby agree and consent to the personal jurisdiction and venue of such courts, and expressly waive any objection that Merchant or guarantor might otherwise have to personal jurisdiction or venue in such courts. 17.3 Class Action Waiver: MERCHANT AND GUARANTOR (IF APPLICABLE) ACKNOWLEDGE AND AGREE THAT ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE RESOLVED ON AN INDIVIDUAL BASIS WITHOUT RESORT TO ANY FORM OF CLASS ACTION AND SHALL NOT BE CONSOLIDATED WITH THE CLAIMS OF ANY OTHER PARTIES. MERCHANT AND GUARANTOR (IF APPLICABLE) FURTHER AGREE TO WAIVE, AND HEREBY WAIVE, THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR TO LITIGATE OR ARBITRATE ON A CLASS -WIDE BASIS. 18. Additional Services 18.1 Merchant may request additional systems and services ("Additional Services") from HPS beyond those originally requested in the Application. In order to expedite the establishment of Additional Services, Merchant hereby authorizes HPS to take whatever measures necessary to promptly establish any Additional Service that Merchant might request in writing and to execute necessary authorization(s) on Merchant's behalf on the warranty hereby given that Merchant's signature on the Agreement shall be valid for all Additional Services. Delivery of any requested Additional Services shall be deemed to have occurred upon Merchant's first use of any such Additional Services. Merchant acknowledges that all Additional Services shall be governed by this Agreement and the Rules. 18.2 In the event that Merchant elects to receive Tokenization Services, the following terms and conditions of this Section 18 shall apply with respect thereto. HPS will tokenize each cardholder primary account number ("PAN") submitted to HPS by Merchant in connection with a Transaction. HPS's tokenization of each PAN submitted to HPS by Merchant will occur after Authorization. Merchant hereby acknowledges that tokens may be assigned to a token group which may be shared among other HPS merchants. Merchant further acknowledges and agrees that all tokens provided or created in connection herewith remain the sole and exclusive property of HPS and cannot be transferred or removed from HPS and will not follow Merchant to any other provider without prior written approval from HIPS, which approval may be approved or withheld by HPS in its sole discretion. 19. Additional Terms 19.1 Truth of Statements: Merchant represents to HPS that all information and all statements contained in the Application are true and complete and do not omit any information necessary to make such information and statements not misleading to HPS. 19.2 Personal Guarantees & Guarantor(s): Any individual(s) by execution of the application as guarantor, hereby unconditionally and irrevocably guarantees to HPS the full and faithful performance or payment by Merchant of U each and all of its duties and obligations herein set forth, including payment of all sums due and owing and any Q attorney's fees and cost associated with the enforcement of terms hereof, whether prior or subsequent to A Global Payments Company 23 1 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processinci A reement Packet Pg. 1081 16.D.4.b termination or expiration of this Agreement. HPS shall not be required to proceed against Merchant or enforce any other remedy before proceeding against the guarantor(s). This is a continuing guaranty and shall not be discharged or affected by the sale or assignment of the merchant's business or death of the guarantor(s) unless such release is in writing signed by an authorized HPS representative. It shall bind the heirs, administrators, representatives and assigns of the guarantor(s) and may be enforced by or for the benefit of any successor of HPS. 19.3 Entire Agreement: This Agreement constitutes the entire understanding of HPS and Merchant and supersedes all prior agreements, understandings, representations, and negotiations, whether oral or written between them. 19.4 No Waiver of Rights: Any failure of HPS to enforce any of the terms, conditions or covenants of this Agreement shall not constitute a waiver of any rights under this Agreement. 19.5 Section Headings: All section headings contained herein are for descriptive purposes only, and the language of such section shall control. 19.6 Assignability: Merchant may not assign this Agreement directly or by operation of law, without the prior written consent of HPS. Any assignment by Merchant without the prior written consent of HPS shall be void. HPS and Member Sponsor Bank may assign this Agreement without Merchant's consent. This Agreement shall be binding upon the parties hereto, their successors and permitted assigns. 19.7 Relationship of the Parties: Nothing contained herein shall be deemed to create a partnership, joint venture or, except as expressly set forth herein, any agency relationship between HPS and Merchant. 19.8 Severability: If any term or provision of this Agreement is found to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such terms or provisions shall be deemed modified to the extent necessary to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth. No part or portion of 17A (Mandatory Arbitration), Section 17.2 (Choice of Forum), or Section 17.3 (Class Action Waiver) shall be deemed so integral to either this Agreement as a whole, or to the remaining parts or portions of Sections 17.1 through 17.3 hereof, that the unenforceability of that part or portion should have any impact on or render the remainder unenforceable. 19.9 Choice of Law: HPS, Member Sponsor Bank, Merchant, and guarantor (if applicable) agree that any and all disputes or controversies of any nature whatsoever (whether in contract, tort, or otherwise) arising out of, relating to, or in connection with (a) this Agreement, (b) the relationships which result from this Agreement, or (c) the validity, scope, interpretation, or enforceability of the choice of law and forum provisions of this Agreement, shall be governed by the laws of the State of Georgia, notwithstanding any conflicts of laws rule; provided, however, that the Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of Section 17.1 when permitted. 19.10 No Third Party Beneficiary: Under no circumstance, shall any third party be considered a third party beneficiary of Merchant's rights or remedies under this Agreement or otherwise be entitled to any rights or remedies of Merchant under this Agreement. 19.11 Amendments: HPS may change the terms of or add new terms to this Agreement at any time and any such changes or new terms shall be effective when notice thereof is given by HPS either through written communication or on its Merchant website located at: httr)s://infocentral.heartlandpaymentsystems.com. Notwithstanding anything herein to the contrary, all fees, charges and/or discounts charged to Merchant hereunder may be changed immediately and without prior written notice to Merchant, provided that HPS will notify Merchant of any such changes promptly, either through written communication or on the Merchant website listed above. 19.12 Public Statements: Merchant shall obtain the prior written consent of HPS prior to making any written or oral public disclosure or announcement, whether in the form of a press release or otherwise, which directly or indirectly refers to HPS. 19.13 Financial Accommodation: This Agreement creates a contract for the extension of financial accommodations to Merchant within the meaning of Section 365 of the Bankruptcy Code. In the event Merchant becomes a debtor in bankruptcy, this Agreement cannot be assumed or enforced against HPS and HPS shall be excused from performance hereunder. A Global Payments Company 24 1 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processing A regiment Packet Pg. 1 2 16.D.4.b 19.14 Electronic Signatures: Under the Electronic Signatures in Global and National Commerce Act (E-Sign), this Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when (1) your electronic signature is associated with the Agreement and related documents, (2) you consent and intend to be bound by the Agreement and related documents, and (3) the Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (Le., print or otherwise store the electronic record). This Agreement and all related electronic documents shall be governed by the provisions of E-Sign. By pressing Submit, you agree (i) that the Agreement and related documents shall be effective by electronic means, (ii) to be bound by the terms and conditions of this Agreement and related documents, (iii) that you have the ability to print or otherwise store the Agreement and related documents, and (iv) to authorize us to conduct an investigation of your credit history with various credit reporting and credit bureau agencies for the sole purpose of determining the approval of the applicant for merchant status or equipment leasing. This information is kept strictly confidential and will not be released. 20. Optional Card Brand Fees CONVENIENCE FEE: A fee charged to the Cardholder by the Merchant for a true convenience for accepting a credit or debit card. Examples of a "true convenience" are payment through the internet, mail order or phone order. All Card Schemes allow Merchants to charge a convenience fee. All Card Schemes must be charged equally. The Merchant is required to disclose the fee to the Cardholder and provide the Cardholder with the opportunity to cancel the Transaction, if the Cardholder does not want to pay the convenience fee. In addition to the foregoing, (i) Visa requires Merchants to have a brick and mortar location in order to be allowed to charge a convenience fee; (ii) MasterCard requires processors to register any Government or Education merchant. SURCHARGE: A charge in addition to the initial amount of the sale on a credit card to cover the Merchant's cost of acceptance. All Card Schemes allow surcharging. Visa, MasterCard and Discover require Merchants to register with the Card Schemes. The Merchant is required to disclose the fee at the entry of their establishment and at the point of sale. The cardholder must be given the opportunity to cancel the Transaction if they do not want to pay the surcharge fee. The amount of the charge cannot exceed the amount of the Merchant's discount fee on Visa, MasterCard and Discover and is capped at 4%. The surcharge must appear on the sales receipt separately from the sales amount. All Card Schemes must be charged equally. Currently there are several states that prohibit surcharging. Merchants should check their state and local laws prior to initiating a surcharge. SERVICE FEE: Visa allows government and education Merchants to charge a different type of fee called a "service fee". This fee is assessed for accepting payments for taxes, fees and fines for government MCCs and for tuition, room and board, lunch programs, etc. for education MCC Merchants. The service fee can be charged on credit and debit Transactions, in a face-to-face or card not present environment. The service fee must appear separate from the sales amount on the receipt. Merchants must be registered through Visa. Service fee must be disclosed prior to completion of the transaction, allowing the cardholder to cancel the Transaction if they do not wish to accept the service fee. MasterCard allows government and education merchants to charge "convenience fees" and has no separate "service fee" for these MCCs. OTHER FEES: Handling fees and payment fees are allowed on all Card Schemes as long as these fees are charged on all payment channels; cash, checks, ACH, etc. These are not governed by the Card Schemes specifically. State and local laws may apply and merchants should ensure the fees are allowed in their area of business. MERCHANT Signature: A Global Payments Company 251 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processing A reement Packet Pg. 1083 16.D.4.b Name: Title: Dale: A Global Payments Company 26 1 Page Revised: 04/01/21 © 2021 Heartland Payment Systems, LLC. All rights reserved. Merchant Processing Agreement Packet Pg. 1084 16.D.4.c Collier County AdminisOatve Services Division Procurement Services RFP #: 19-7657 Title: Parks Activity Management Software Solution Selection Committee Final Ranking Sheet Step 1: Upon direction by the Procurement professional, the individual selection committee member should provide their ranking of the proposals (from highest being number one (1) to lowest. Step 2: The procurement professional will review the mathematically calculated final rank and discuss the rank order and determine if consensus is reached. Ilonka Audrey Olema Selection Name of Firm Paul Ducca Total Committee Washburn Martinez Edwards Final Rank Global Payments, Inc. dba Active Network LLC 1 11 21 11 5 1 1.0000 PerfectMind, Inc. 21 21 11 21 7 1 2.0000 Procurement Professional Barbara Lance Page 1 of 1 Packet Pg. 1085 DocuSign Envelope ID: 562B818D-7BC8-488A-9447-7CFBE2657173 001[iev County Administrative Services Department Procurement Services Division Notice of Recommended Award Solicitation: 19-7657 Title: Parks Activity Management Software Solution Due Date and Time: 12/20/2019; 3:00 PM Respondents: Company Name City County State Final Rank Responsive/Responsible Global Payments, Inc. dba Active Network LLC Dallas Dallas TX 1 Yes/Yes Perfect Mind, Inc. Burnaby N/A British Columbia 2 Yes/Yes Utilized Local Vendor Preference: Yes = No - Recommended Vendors) For Award: On October 9, 2019, the Procurement Services Division released Invitation to Bid 19-7657 Parks Activity Management Software Solution to twenty-one thousand and seven hundred sixty-seven (20,767) vendors for the "Parks Activity Management Software Solution" project. One hundred twenty-four (124) bid packages were downloaded, and two (2) Submittals were received by the December 20, 2019 deadline. Both Global Payments, Inc. dba Active Network LLC and Perfect Mind, Inc were deemed responsive/responsible. The Selection Committee convened on February 27, 2020 and scored each of the proposals and shortlisted the two (2) firms for presentations. On April 27, 2020, the Selection Committee reconvened for step 2, presentations were given, and the Committee ranked the vendors. Staff is recommending award to Global Payments, Inc. dba Active Network LLC. Required Signatures Project Manager: Matt Catoe l A1, M, p 1,1 ("AA `+/ Du/ LULU 48D23E2223974A5... DocuSigned by: Procurement Strategist: Barbara Lance LAkO & 5/1/2020 14490ClWD448F... Procurement Services Director: DocuSigned by: 5 4 4A H�k Sandra f279B554F5... 5/1/2020 Date Packet Pg. 1086 16.D.4.e Collier County Administrative Services Department Procurement Services Division COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS REQUEST FOR PROPOSAL (RFP) FOR PARKS ACTIVITY MANAGEMENT SOFTWARE SOLUTION SOLICITATION NO.: 19-7657 BARBARA LANCE, PROCUREMENT STRATEGIST PROCUREMENT SERVICES DIVISION 3295 TAMIAMI TRAIL EAST, BLDG C-2 NAPLES, FLORIDA 34112 TELEPHONE: (239) 252-8998 Barbara.Lance@colliercountyfl.gov (Email) This solicitation document is prepared in a Microsoft Word format (Rev 8/7/2017). Any alterations to this document made by the Vendor may be grounds for rejection of proposal, cancellation of any subsequent award, or any other legal remedies available to the Collier County Government. Packet Pg. 1087 16.D.4.e SOLICITATION PUBLIC NOTICE REQUEST FOR PROPOSAL (RFP) 19-7657 NUMBER: PROJECT TITLE: Parks Activitv Management Software Solution DUE DATE: November 8, 2019 (& 3:00 pm PLACE OF RFP OPENING: PROCUREMENT SERVICES DIVISION 3295 TAMIAMI TRAIL EAST BLDG C-2 NAPLES, FL 34112 All proposals shall be submitted online via the Collier County Procurement Services Division Online Bidding System: htt-ps://www.bidsMc.com/bidsync-cas/ INTRODUCTION As requested by the Collier County Parks and Recreation Division (hereinafter, the "Division"), the Collier County Board of County Commissioners Procurement Services Division (hereinafter, "County") has issued this Request for Proposal (hereinafter, "RFP") with the intent of obtaining proposals from interested and qualified vendors in accordance with the terms, conditions and specifications stated or attached. The vendor, at a minimum, must achieve the requirements of the Specifications or Scope of Work stated. The results of this solicitation may be used by other County departments once awarded according to the Board of County Commissioners Procurement Ordinance. The Collier County Parks and Recreation (Division) is seeking vendor proposals for the implementation of Activity Management Software Solution (AMSS), and implementation services, with real-time customer Internet registration, to support the processes managed by the Division, 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 8. Customized reporting The purpose of this request is to obtain competitive proposals and pricing for a comprehensive, hosted Activity Management Software Solution (AMSS) that can meet the current requirements of the Collier County Parks & Recreation Division.. Historically, County departments have spent approximately $155,000; however, this may not be indicative of future buying patterns. BACKGROUND The County seeks to implement an Activity Management Software Solution (AMSS) that will enable the Division'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 and other using Divisions. The Division is committed to taking significant steps to automate as many processes as possible and is interested in functionality that will automate basic, commonly required services, including: • Online Activity Registration (Required) — A 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 and mobile devices. Ease of use is imperative. A hosted web application shall offer the flexibility to synchronize online registration and payment activity while maintaining PCI DSS (Payment Card Industry Data Security Standard) compliance. • Onsite Activity Registrations (Required) — with iOS devices • Facility Reservations (Required) • Membership (Required) • Point of Sale (Required) — with iOS mobile devices and Bluetooth capabilities • Hosted Payment Processing (Required) c 0 .2 0 U) IL e_ ti LO to ti a) c m E z M Q 2 Packet Pg. 1088 16.D.4.e • PCI Compliance (Required) — Vendor to provide Attestation of Compliance (AoC) documents on a yearly basis • Standard Reports in different formats (Required) • System must be able to produce a file that contains the daily financial transactions to send to SAP (or current financial system), file format sample provided (Required) o Financial reports/cash basis • E-mail Capabilities (Required). Must be DMARC (Domain -based Message Authentication Reporting and Conformance) compatible. • League Scheduling (Required) • Dashboard (Required) • Subsidiary Modified Accrual Accounting System for scholarships, etc. (Required) • Child Care Management (Required) • Ticketing capabilities (Required) — Point -of -Sale (POS) • Gate -kicker capabilities (Required) — Admission non -membership based. • ESRI (Environmental Systems Research Institute) based GIS (Geographic Information System) mapping capabilities — Preferred but Optional. • System integrates computer with full range of optional POS (Point of Sale) peripherals including touch screens, cash drawers, receipt printers, report printers, customer displays, slot & omni-directional bar code readers, magnetic stripe readers, handheld bar code data collectors, and mobile smart phones. - Preferred but Optional. • Professional Services (Required) o Technology refresh annually o Database Management — Annually o Annual training for system administrator and (1) backup user. o Ad -Hoc certification for (1) user. • Marketing Services (Required) o System Optimization - to be completed annually; • Tech Support (Unlimited Phone, Email, and Portal access) (Required) 0 24-hour target response time for non -emergency; 0 2-hour response time for site down; o Assigned Technical Account Manager; • Code enforcement module (Optional) • System reports are produced in PDF format and Excel options. (Required) • System must be ADA (Americans with Disabilities Act) compliant and allow for multilingual capabilities. Current Computing Environment: Collier County's computer network is a Microsoft based platform. Of the three thousand two hundred and three (3,203) computer users on the BCC (Board of County Commissioners) network, the current standard O/S is Microsoft Windows 10. Software as a Service (SaaS) must utilize TLS 1.2 or greater for web security. Collier County has eliminated SSL, TLS 1.0, & TLS 1.1. 1. Supported web browsers: Microsoft IEl 1, Edge, Google Chrome 2. SAP is the County's financial system and is operated by the Collier County Clerk of Courts, which is a separate constitutional entity of the Board of Collier County Commissioners. Any applications that have a financial model, need to be able to interface with SAP (or current financial system). a) If credit card payments are being considered, then it should be known that the BCC (Board of County Commissioners) network is not PCI (Payment Card Industry) compliant and the vendor assumes all PCI compliance responsibilities. All credit card payments should be handled through a separate internet connection at the requesting Division's expense. b) All vendors proposing the use of credit cards for payments must: ✓ Agree to periodically provide network scan reports that show passing status. ✓ Agree to yearly architecture review of in -scope systems Packet Pg. 1089 16.D.4.e ✓ Upon request, complete an appropriate SAQ (Supplementary Application Questionnaire) form yearly or present a PCI (Payment Card Industry) compliance certificate duly issued by a QSA (Qualified Security Assessor) or authorized vendor. Collier County must receive a copy of the signed SAQ (Supplementary Application Questionnaire) form or certificate of compliance yearly upon completion. TERM OF CONTRACT The contract term, if an award(s) is/are made is intended to be for Five (5) years with Five (5) One (1) year renewal options. Prices shall remain firm for the initial term of this contract. Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. The County Manager, or designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty (180) days. The County Manager, or designee, shall give the Contractor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. All goods are FOB destination and must be suitably packed and prepared to secure the lowest transportation rates and to comply with all carrier regulations. Risk of loss of any goods sold hereunder shall transfer to the COUNTY at the time and place of delivery; provided that risk of loss prior to actual receipt of the goods by the COUNTY nonetheless remain with VENDOR. DETAILED SCOPE OF WORK Deliverables: The Division 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. General Information: The Parks & Recreation Division has identified a need to replace their Activity Management Software Solution (AMSS) existing software. The Division has been using the current software for approximately five (5) years. The software includes program registration, membership, point of sale, league registration, eConnect, facility reservation, and accounting which is totally integrated and reportable. The Division has multiple locations (14) where customers may register for programs, rent facilities, or purchase membership cards. The average number of classes scheduled per year is 2,800 with approximately 15,890 registrations. There is an average of 13,200 memberships sold. The average number of reservations per year is 2,940 with over 14,500 bookings. Currently, there are approximately 130 users with Active Network, Inc. Revenue is approximately $7.2 million annually. This project is seeking a commercial off -the -shelf (COTS) product that is currently implemented in other jurisdictions and may require r some special customization of code other than built-in configuration options. to Expectations of Vendor for Implementation Services and Software 2 0 U) The awarded Vendor will be expected to provide: IL 1. Implementation services and all related software to install the Activity Management Software Solution LO (AMSS) project. ti CD 2. Project management services: The Division requires that the prime contractor take responsibility for providing extensive project management and project team support, for the implementation of the Activity Management Software Solution (AMSS). The prime contractor is expected to guarantee the successful, timely E z completion of those aspects of the project over which it has control. Collier County intends to take responsibility for meeting its obligations as defined in an agreed -upon Statement of Work (SOW) which will Q be finalized during the contract negotiations process. • The County intends to contract with one prime contractor for implementation services and any software applications that the prime contractor determines are necessary to implement the functionality required in this document. This contractor 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. 4 Packet Pg. 1090 16.D.4.e • The prime contractor 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 County 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, theirability to transfer knowledge to County staff. • The County will provide the consultant workspace and local telephone service. In all phases of the project, knowledge transfer deliverables are required. The Vendor is expected to provide documentation for training, configuration, and code documentation as directed by the Collier Project Manager for each task. Knowledge transfer will be provided through demonstrations or training as well as formal written documentation. All technical procedures including installations and maintenance must be provided. The County will assign one (1) functional and one (1) technical project managers to assist with the implementation of this project. The Vendor shall provide a qualified PM (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 Vendor's primary contact for management and administration of the project. The PM (Project Manager) shall not be replaced by the Vendor without prior written approval by the County and it may request the designation of other required staff by the Vendor. The primary duties of the PM (Project Manager) include, but are not limited to: 1. Create and provide a project plan and a master project schedule with identified milestones to include all the requirements for the system to function as required. o Tasks o Roles and Responsibilities o Required hardware specs for workstations o Process and workflow analysis o System design and architectural diagram (Preferred Visio format) • Data Formats • Descriptions of Interfaces o Testing planning and execution o Training development and delivery o System acceptance 2. Facilitate communication among project team members 3. Manage project progress, including issues and potential schedule changes 4. Attend, participate and track progress review meetings (including taking minutes) 5. Provide bi-weekly status reports 3. Provide software/software licenses: If you are proposing a license -based software Collier County prefers an enterprise licensing agreement for the Activity Management Software Solution (AMSS) application. The County shall retain ownership of all data and upon termination of the resultant contract, the Vendor shall turn- over all County data in a format approved by the County. 4. Provide software/system documentation: Detailed system and user documentation is provided to county staff responsible for the operation and support of the system. The successful Vendor shall provide two complete sets of technical manuals and user manuals to Collier County for administrator and end -user training. Additionally, the Vendor shall provide one (1) electronic copy (Microsoft Word) 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 successful Vendor will also provide the County with complete system implementation documentation concerning installation, configuration, testing, interfaces, data conversion, and integration of the system. The Vendor shall provide, immediately following system acceptance, system documents that describe all software in sufficient technical and functional detail, including the source code, so that this information can be used by County personnel to maintain the system and solve identified problems. Any revisions to this document must be appropriately notated and jointly approved by the County and the Vendor's Project Manager. c 0 4a 2 0 U) IL e_ ti LO to ti a) c m E z M Q Packet Pg. 1091 16.D.4.e 5. Provide data conversion, system integration, and interface(s) into SAP (the County's financial system of record): Identifying, designing, coding, and implementing all system interface, data conversion, and integration solutions necessary for a successful project implementation. The County would expect that the successful firm will include in their proposal, at least twenty-four (24) business hours with the County's SAP (or current financial system) consultants to address integration and interfaces with SAP (or current financial system). 6. Provide development, testing and production environments: 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. ❖ Collier County prefers vendor follows a change management process. Provide training services: 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 Vendor have had previous formal classroom instructor training and relevant experience with the software and hardware. Instructors demonstrate a thorough knowledge of the material covered in the courses and familiarity with the training manuals, system documentation tools, and training aids used in the courses. Collier County has the right to video record for its own internal use only all training sessions. 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. End -user training will be focused on functional positions and workflow processes. All personnel comprising a specific functional position in a Division will be trained on the system's use specific to their needs. Training should be provided in the use of all report and query functions for users who will be creating and modifying reports. To recap, the training plan shall support the following user groups: o System Administrators o End -Users (Divisional users) o End -Users (Management) 8. System acceptance and payment: The County will finalize a project calendar with milestones, including proportional payment milestones for project completion and acceptance by the County. 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 this RFP and any subsequent 6 Packet Pg. 1092 16.D.4.e agreements. The test, depending on the type of functionality being tested, will run for up to ninety (90) days after the Vendor 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 Vendor may be terminated from the project. The Vendor 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 ofdeliverables: o Deliverables are to be defined and scheduled with milestones and completion dates. o All deliverables shall be subject to County review and approval prior to acceptance and payment. o 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 Vendor will receive written notification of the changes and have five (5) business days to implement the changes. o Vendor shall not change a deliverable that has been accepted by the County without written approval of the County. o Each deliverable should conform to the RFP, the Vendor's proposal, and/or any subsequent agreements. o A process for identifying and correcting errors shall be included in the response. o No payments will be made for deliverables not fully accepted by the County. o The County and Vendor will develop a formal deliverable sign -off approach which will govern the payment schedule. 9. Warranty: 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. 10. Maintenance and software support: provide an annual technical and maintenance support agreement with the following components: a. Solution must provide a 99.9% uptime solution. b. Security breach policy if data is compromised. c. Hosted software installations must have a backup recovery and disaster recovery process and procedure in place with a return to service within twenty-four (24) hours. The maintenance agreement will not commence until the application has been placed in production and accepted by the County in writing. The maintenance agreement 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. 11. Adherence to County IT Standards: adhere to the following Collier County County Manager Agency or `CMA' documents: • Exhibit A_CMA 5390 Fingerprinting — Background Checks • Exhibit B—CMA 5401 Information Systems Lifecycle Management • Exhibit C—CMA 5402 Remote Access Policy • Exhibit D_CMA 5403 Third party access policy • Exhibit E_CMA 5405 Computer — Technology Use Additionally, Vendor must adhere to and populate a Collier County Technical Architectural, Compatibility and Supportability Requirements Document or `TACS' document (Exhibit F_TACS_V15) and provide an architectural diagram for all system environments on a yearly basis. 12. Data Owner: The County owns all data affiliated with this scope of work. At no time may the contractor sell for any reason, including marketing -related purposes, the data developed, created or used for any purpose. On -demand and/or when this contract is terminated, the contractor agrees to turn over all data in a format determined (MS SQL) at the sole discretion of the County. 7 Packet Pg. 1093 16.D.4.e GENERAL SYSTEM REQUIREMENTS Vendors must respond to each of the below requirements using one of the below responses and MUST be included with proposal: Yes - Software meets this requirement completely. Modify - Software does not currently meet this requirement but will modify and include with the software delivered at no additional cost. If the modification is chargeable, please indicate amount on the response line. Future - Software does not currently meet this requirement but will be available in a future release of the application at no additional cost. If the modification is chargeable, please indicate amount on the response line. No - Software does not meet the requirement and cannot or will not be modified. NOTE: If additional room is required for answers, include a comment's sheet in specifications portion of the proposal. General System Requirements (with desired options) Option Response Online Activity Registration Required Onsite Activity Registrations — with iOS devices Required Facility Reservations Required Memberships Required Point of Sale — with iOS mobile devices and Bluetooth capabilities Required Hosted Payment Processing Required PCI Compliance Required Standard Reports in different formats Required System must be able to produce a file that contains the daily financial transactions to send to SAP (or current financial system), file format sample provided. o Financial reports/cash basis Required E-mail Capabilities - Must be DMARC compatible. Required League Scheduling Required Dashboard Required Subsidiary Modified Accrual Accounting System for scholarships, etc. Required Child Care Management Required Q Packet Pg. 1094 16.DA.e Ticketing capabilities — Point -of -Sale (POS) Required Gate -kicker capabilities — Admission non -membership based. Required ESRI based GIS mapping capabilities Optional Code enforcement module Optional System must be ADA compliant and allow for multilingual capabilities. Required System reports are produced in PDF format and Excel options. Required System integrates computer with full range of optional POS peripherals including touch screens, cash drawers, receipt printers, report printers, customer displays, slot & omni -directional bar code readers, magnetic stripe readers, handheld bar code data collectors, and mobile smart phones. Optional Professional Services o Database Management — Annually o Annual training for system administrator and (1) backup user. o Technology refresh annually o Ad -Hoc certification for (1) user. Required Marketing Services o System Optimization - to be completed annually; Required Tech Support (Unlimited Phone, Email, and Portal access) o 24-Hour target response time for non -emergency; o 2-Hour response time for site down; o Assigned Technical Account Manager; Required rn M M N C O O .2 O N IL U_ ti LO to ti CD c m E z c� Q Packet Pg. 1095 1.1 The Proposers will submit a qualifications proposal which will be scored based on the criteria in Evaluation Criteria for Development of Shortlist, which will be the basis for short -listing firms. The Proposers will need to meet the minimum requirements outlined herein in order for their proposal to be evaluated and scored by the COUNTY. The COUNTY will then score and rank the firms and enter into negotiations with the top ranked firm to establish cost for the services needed. The COUNTY reserves the right to issue an invitation for oral presentations to obtain additional information after scoring and before the final ranking. With successful negotiations, a contract will be developed with the selected firm, based on the negotiated price and scope of services and submitted for approval by the Board of County Commissioners. 1.2 The COUNTY will use a Selection Committee in the Request for Proposal selection process. 1.3 The intent of the scoring of the proposal is for respondents to indicate their interest, relevant experience, financial capability, staffing and organizational structure. 1.4 The intent of the oral presentations, if deemed necessary, is to provide the vendors with a venue where they can conduct discussions with the Selection Committee to clarify questions and concerns before providing a final rank. 1.5 Based upon a review of these proposals, the COUNTY will rank the Proposers based on the discussion and clarifying questions on their approach and related criteria, and then negotiate in good faith an Agreement with the top ranked Proposer. 1.6 If, in the sole judgment of the COUNTY, a contract cannot be successfully negotiated with the top -ranked firm, negotiations with that firm will be formally terminated and negotiations shall begin with the firm ranked second. If a contract cannot be successfully negotiated with the firm ranked second, negotiations with that firm will be formally terminated and negotiations shall begin with the third ranked firm, and so on. The COUNTY reserves the right to negotiate any element of the proposals in the best interest of the COUNTY. RESPONSE FORMAT AND EVALUATION CRITERIA FOR DEVELOPMENT OF SHORTLIST: 1.7 For the development of a shortlist, this evaluation criterion will be utilized by the COUNTY'S Selection Committee to score each proposal. Proposers are encouraged to keep their submittals concise and to include a minimum of marketing materials. Proposals must address the following criteria: Evaluation Criteria Maximum Points 1. Cover Letter / Management Summary 5 Points 2. Certified Minority Business Enterprise 5 Points 3. Business Plan 20 Points 4. Cost of Services to the County 20 Points 5. Experience and Capacity of the Firm 20 Points 6. Specialized Expertise of Team Members 20 Points 7. Local Vendor Preference 10 Points c TOTAL POSSIBLE POINTS 100 Points c Tie Breaker: In the event of a tie at final ranking, award shall be made to the proposer with the lower volume of work previously awarded. Volume of work shall be calculated based upon total dollars paid to the proposer in the twenty-four o (24) months prior to the RFP submittal deadline. Payment information will be retrieved from the County's financial system U) of record. The tie breaking procedure is only applied in the final ranking step of the selection process and is invoked by the LL Procurement Services Division Director or designee. In the event a tie still exists, selection will be determined based on random selection by the Procurement Services Director before at least three (3) witnesses. LO ti ---------------------------------------------------------------------------------------------------------------------------------------------------------- CD Each criterion and methodology for scoring is further described below. m ***Proposals must be assembled, at minimum, in the order of the Evaluation Criteria listed or your E proposal may be deemed non -responsive*** a EVALUATION CRITERIA NO. 1: COVER LETTER/MANAGEMENT SUMMARY (5 Total Points Available) Provide a cover letter, signed by an authorized officer of the firm, indicating the underlying philosophy of the firm in providing the services stated herein. Include the name(s), telephone number(s) and email(s) of the authorized contact person(s) concerning proposal. Submission of a signed Proposal is Vendor's certification that the Vendor will accept any awards as a result of this RFP. 10 Packet Pg. 1096 16.D.4.e EVALUATION CRITERIA NO.2: CERTIFIED MINORITY BUSINESS ENTERPRISE (5 Total Points) Submit certification with the Florida Department of Management Service, Office of Supplier Diversity as a Certified Minority Business Enterprise. EVALUATION CRITERIA NO.3: BUSINESS PLAN (20 Total Points Available) In this tab, include but not limited to: • Detailed plan of approach (including major tasks and sub -tasks) must thoroughly discuss how the Vendor will successfully implement the Activity Management Software Solution (AMSS) requirements. A copy of the plan must be submitted utilizing Microsoft Project. . Explain role of all partners, including the role of Collier County staff (including time commitment). . A description of a recommended team structure (including an organizational team chart), listing key personnel functions, staffing profiles and responsibilities to cover the software and implementation, training, and support should also be included. • Detailed time line for completion of the project Identify travel expenses or any other miscellaneous fees in the implementation of this project. • Key Components shall include an estimated timeframe, an overview of deliverables, assumptions, and assumed Vendor and County responsibilities. • Vendor must complete a Collier County Technical Architectural, Compatibility and Supportability Requirements document or "TAGS" document. • Vendor must complete the General System Requirements document. • Include with the Business Plan or as an attachment, a copy of a report as an example of work product. This should be for one of the projects listed as a reference. EVALUATION CRITERIA NO.4: COST OF SERVICES TO THE COUNTY (20 Total Points Available) In this tab, include but not limited to: • Provide the projected total cost and estimated calendar day duration (including projected hours) for which your firm will provide the work as described in this RFP. • Provide a schedule of values and deliverables. • Provide proposed fee schedule of principals and staff (including sub -vendors). Item # Description Response Identify the software license cost for one hundred and fifty 1. (150) concurrent users for Year 1 (from production start-up $ through the first year. Identify the lump sum professional service fees for the implementation, training, change management, project 2. management, integration, report development, and any other $ related services (including subcontractors or third party services) for new customers. Identify travel expenses or any other miscellaneous fees in the implementation of this project. (Note: The County will 3 only pay travel expenses according to Florida Statutes $ 112.06 Travel Reimbursement. • Identify expected travel and miscellaneous ex enses in the execution of this scope of work. 4. Identify any hardware costs associated with the implementation of this scope of work for new customers. $ 11 Packet Pg. 1097 16.D.4.e Subtotal (add items 1, 2, 3 and 4 which indicates the total costs for Year 1 from production start date) $ (Year 2) Identify annual software operations, maintenance and license $ (Year 3) 5. fees for one -hundred fifty (150) concurrent users for years two (2), three (3) and four (4). (Year 4) (Year 2) 6. Identify total transactions fees for 200,000 transactions per year for years two (2), three (3) and four (4). Assume (Year 3) 200,000. (Year 4) Subtotal (add all items in 5 and 6 which indicates the total costs for Years two (2), three (3) and four (4). $ TOTAL COST OF OWNERNSHIP (add both subtotals above to achieve the overall TOTAL COST OF OWNERSHIP) $ The Cost of Services will be scored using the following methodology: The greatest number of points allowed in this criterion will be awarded to the vendor who has the lowest Total Cost of Ownership. The lowest cost will be divided by the next lowest cost which will then be multiplied by criteria points to determine the vendor's points awarded. Each subsequent vendor's point score will be calculated in the same manner. For illustrative purposes only: Vendor Name Hourly Rate Points Awarded Vendor ABC $100,000.00 20 Vendor DEF $110,000.00 18 Vendor GHI $135,000.00 15 Initial pricing is for grading purposes and are sub*ect to change during negotiations with the selected vendor. EVALUATION CRITERIA NO. 5: EXPERIENCE AND CAPACITY OF THE FIRM (20 Total Points Available) In this tab, include but not limited to: • Provide information that documents your firm's and subcontractors' qualifications to produce the required c 0 2 0 to IL U_ ti LO to ti CD c m E z M Q 12 Packet Pg. 1098 16.D.4.e deliverables, including abilities, capacity, skill, and financial strength, and number of years of experience in providing the required services. • Describe the various team members' successful experience in working with one another on previous projects. The County requires that the vendor submits no fewer than three (3) and no more than ten (10) completed reference forms from clients (during which period of time, eg. 5 years) whose projects are of a similar nature to this solicitation as a part of their proposal. Provide information on the projects completed by the vendor that best represent projects of similar size, scope and complexity of this project using form provided in Attachment B — Form 8. Vendors may include two (2) additional pages for each project to illustrate aspects of the completed project that provides the information to assess the experience of the Proposer on relevant project work. EVALUATION CRITERIA NO. 6: SPECIALIZED EXPERTISE OF TEAM MEMBERS (20 Total Points Available) In this tab, include but not limited to: • Description of the proposed contract team and the role to be played by each member of the team. • Attach brief resumes of all proposed project team members who will be involved in the management of the total package of services, as well as the delivery of specific services. • Attach resumes of any sub -vendors and attach letters of intent from stated sub -vendors must be included with proposal submission. EVALUATION CRITERIA NO. 7: LOCAL VENDOR PREFERENCE (10 Total Points Available) Local business is defined as the vendor having a current Business Tax Receipt issued by the Collier or Lee County Tax Collector prior to proposal submission to do business within Collier County, and that identifies the business with a permanent physical business address located within the limits of Collier or Lee County from which the vendor's staff operates and performs business in an area zoned for the conduct of such business. VENDOR CHECKLIST ***Vendor should check off each of the following items as the necessary action is completed (please see, Form 2: Vendor Check List): The Solicitation Submittal has been signed. The Solicitation Pricing Document (Bid Schedule/Quote Schedule/Proposal Pricing/etc.) has been completed and attached. All applicable forms have been signed and included, along with licenses to complete the requirements of the project. Any addenda have been signed and included. Affidavit for Claiming Status as a Local Business, if applicable. Division of Corporations - Florida Department of State — http:Hdos.inyflorida.com/sunbiz/ (If work performed in the State). E-Verify/Immigration Affidavit (Memorandum of Understanding). 13 Packet Pg. 1099 16.D.4.g ,a�oRo® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 10/13/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AOn Risk Services South, Inc. Atlanta GA Office CONTACT NAME: PHONE FAX (A/C. No. Ezt): (866) 283-7122 (A/c. No.): (800) 363-0105 E-MAIL ADDRESS: 3550 Lenox Road NE Suite 1700 Atlanta GA 30326 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURERA: Greenwich insurance Company 22322 Active Network, LLC 717 North Hardwood St. INSURER B: INSURER C: Suite 2500 Dallas Tx 75201 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570096081458 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER (POLICY POLICY EFF EXP (POLICYMM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS -MADE Q OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE POLICY ❑ JECT PRO ❑ LOG PRODUCTS - COMP/OP AGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY ( Per person) ANY AUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HIRED AUTOS NON -OWNED ONLY AUTOS ONLY PROPERTY DAMAGE (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE AGGREGATE EXCESS LIAB CLAIMS -MADE DED I RETENTION WORKERS COMPENSATION AND PER STATUTE I IOTH- EMPLOYERS' LIABILITY Y/N ER E.L. EACH ACCIDENT ANY EXECUTIVE OFFICER/MEMBER EXECUTIVE OFFICER/MEMBER ❑ N / A E.L. DISEASE -EA EMPLOYEE (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT A E&O-MPL-Primary MTP904216901 12/01/2021 12/01/2022 Limit $10,000000 Claims Made -include Cyber Retention $20,000:000 SIR applies per policy ter is & condi ions DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Contract 19-7657 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board Of AUTHORIZED REPRESENTATIVE County Commissioners 3327 Tamiami Trail East Naples FL 34112 USA Z V Q _I 0 U r- tt) to ti Cn �r t V R Q ©1988-2015 ACORD CORPORATION. All rights reserved ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 1100 AGENCY CUSTOMER ID: 570000075610 A�� ® LOC #: ADDITIONAL REMARKS SCHEDULE 16.D.4.g Paqe _ of _ AGENCY Aon Risk services South, Inc. NAMED INSURED Active Network, LLC POLICY NUMBER see Certificate Numbe 570096081458 CARRIER see certificate Numbe 570096081458 I NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Participating Insurers: Professional Services Liability and Technology services / Privacy & Cyber Security Liability Program December 1, 2021 to December 1, 2022 Policy Term: Primary $10M Layer : Greenwich Insurance Company - Policy No. MTP904216901 / NAIC # 22322 SIR applies per policy terms & conditions. $12.5m excess of $10M Layer : Lloyd's of London syndicate 5383 Policy No. FSCEo2102312 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Packet Pg. 1101 AGENCY CUSTOMER ID: 570000075610 LOC #: ADDITIONAL REMARKS SCHEDULE 16. D.4.g Page _ of AGENCY Aon Risk services South, Inc. NAMED INSURED Active Network, LLC POLICY NUMBER see Certificate Numbe 570096081458 CARRIER See Certificate Numbe 570096081458 NA IC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance schedule of Named Insured Entities: Professional services Liability and Technology services / Privacy & Cyber security Liability Program December 1, 2021 to December 1, 2022 Policy Term: Schedule of Named Insured Entities: openEdge Payments LLC GP Finance, LLC Global Payment Holding Company Global Payment systems LLC Global Payments Acquisition Corporation 3, LLC Global Payments Inc. Global Payments Direct, Inc. Greater Giving, Inc. PayPros LLC Storman software, Inc. Heartland Payment Systems, LLC Heartland Acquisition, LLC Debitek, Inc. Educational Computer Systems, Inc. xenial, Inc. Xpient, LLC Heartland Payroll Solutions, Inc. Payroll 1, Inc. TouchNet Information Systems, Inc. Active Network Ipico Holdings (US), LLC Active Network IPICO (Us) Inc. Active Network, LLC Jumpforward LLC Maximum Solutions, LLC HK US LLC VEPF IV AIV VII-C Corp. Georgetown Merger Sub, Inc. AdvancedMD, Inc. Nuesoft Technologies Inc. AllStar Billing Services, LLC SICOM Systems, Inc. Nextep Systems Inc. Mobile Bytes LLC 3PointData, Inc. Global Payments Americas Holding LLC Total System Services LLC Cayan Holdings LLC Cayan LLC Central Payment Co., LLC Central Payment Deployment, Inc. Columbus Depot Equipment Company (LLC) Columbus Productions, Inc. ProPay, Inc. TransFirst Parent Corp. TransFirst Group Inc. TSYS Acquiring Solutions, LLC TSYS Advisors, Inc. TSYS Merchant Solutions, LLC Netspend Corporation Netspend Holdings, Inc. Skylight Acquisition I, Inc. Paylease Holdings, LLC Paylease LLC zego, Inc. ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Packet Pg. 1102 AGENCY CUSTOMER ID: 570000075610 LOC #: ADDITIONAL REMARKS SCHEDULE 16. D.4.g Page _ of AGENCY Aon Risk services South, Inc. NAMED INSURED Active Network, LLC POLICY NUMBER see Certificate Numbe 570096081458 CARRIER see Certificate Numbe 570096081458 NA IC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance schedule of NI Entities continued: MineralTree, Inc. Global Payments Check Recovery services, Inc. Global Payments Check Services, LLC Global Payments Gaming International, Inc. Global Payments Gaming Services, Inc. Global Payments Europe s.r.o. Global Payments Asia Pacific Philippines Inc. ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Packet Pg. 1103 --*!CTIVE network. Collier RFP 19-7657 Parks Activity Software Solution ACTIVE Network, LLC 717 North Harwood St. Ste 2500 Dallas, TX 75201 P '1 Due December 20, 2019 3:00 P.M. EST ..-,ACTIVE network.. COVER LETTER December 17, 20113 Elartara Lance. Procu rem a nt Strategist 3285 Tarnlaml 7ralI East, BLDG C-2 Naples, FL 34112 717 N. Harwood Street I Suite 2500 Dallas, TX 175201 T:888.543.7223 www.ACTIVEnetwork.com RE: RFP for Parks Activity Management Saftww* So]utlan 119-7657� Dear Members of the Purchasing DlMslon, On behatt of ACTIVE Network, LLC (ACTIVE), I WouId like to thank Collier County for the opportunity to participate in your Request for Proposal for Parks AcUv;tyMyncogement Softwrfr�. As a ICrmgvme leader in the Parksand Recreation market,we are pleased to pre sent our best-En-class solutlon with a CCMUnued commitment to Our Iong-standing partnership with Collier Couniy. We have taken g rest care to consider nl I your speclfit needs as rel ayed in your RFP a nd can state -confidently thOlt Our enterprisecloud-based sarution meets your requirements_ Our Solution Is genre-d towards helping organlz�kions increase commu ntty pa rdclpadon by dletivering recreation gerwiCes the way your wstomer5 want and expect, while also prcmdIng Collier C-OUnty with irnproV Od operation -al efficlency, robust functionality, rellabillty, end InslgMful r"rung. We know our solution has and will continue to meek your needs end are confident In our coPabilities, expetience, and resources we have to offer your County. To ft,rther dernonstrate Curcornmibment to our Zang -standing partnership.we have outlined a few inillitives in our cost prop�os.ai sheet such as decreased pricing on transactlon grid pratessing fie rites, and: free API service so the county can use Playerspace, tearyue managernent WftMOFe, at ne additionaI coat from ACTIVE. From a recent or -site visit vdi;h Cool Met County It was expressed thes a Items were needed a nd{Or would prcMde necessary es51SLunCe- Should the County have iany further questions Or requlre any edditlonaI InforrnisUon regarding this response, please dO not hesitate to contact your Account EXOCUtlye, Chad Corsentino Vie ernall et chad.corsentlnn@5activenetwork-corn or via phone et(469) 729-3033. On behalf of ACTIVE, thank you for th a opportunity to eontl nue to serve Copra r County. We Igok forward t9 the OpportunKy to extend our long -to rm partnership and Contl n ue to se roe the C o1 lie r County Parks & Recreation Department well Into the future, Sincrsr�ly, Evan J. Davies President Collier County RFP #19-7657 Parks Activity Management Software Solution TABLE OF CONTENTS CoverLetter..................................................................................................................................1 ManagementSummary.............................................................................................................3 Section 2 Certified Minority Business Enterprise.............................................................8 Section3 Business Plan.......................................................................................................... 9 Section 4 Cost of Services to the County..........................................................................15 Section 5 Experience and Capacity of the Firm...............................................................17 Section 6 Specialized Expertise of Team Members........................................................20 Section 7 Local Vendor Preference....................................................................................22 Appendices................................................................................................................................23 Supportand Training...........................................................................................................23 RequiredForms....................................................................................................................27 Termsand Conditions..........................................................................................................41 Exceptions.............................................................................................................................50 A! Page 12 Collier County RFP #19-7657 Parks Activity Management Software Solution MANAGEMENT SUMMARY ACTIVE Net, our proposed fully -hosted, web -based Software -as -a -Service (SaaS) solution gives your team on -demand access to your organization's data from any computer with an internet connection. ACTIVE Net supports an unlimited number of workstations, users, and concurrent users within the application. It also supports an unlimited number of online registration sessions so your customers have access to your offering 24/7. An advantage of ACTIVE Net is that all of your programs, memberships, and camps are added to the ACTIVE.com portal, so you can extend your reach in your community without any additional cost or effort. Many vendors help their customers manage their data, but what is unique about ACTIVE is our ability to help you attract participants through our ACTIVE.com and ACTIVEkids.com web properties along with integrated marketing tools. Membership Management Quickly and efficiently fulfill Promote member interaction and member requests, providing a retention with customized emails better member experience and offers Provide the convenience of Quickly generate detailed ���online membership purchases ^^rtrt� membership, demographic, and and renewals historical comparison reports Online Access j�j Customize your public access Make all activities available to website with colors, images, online registration and facilities "�' links, and information available far reservation Communication and Marketing &Build brochures, catalogues. and newslettefswith the Catalogue Export tool Visit the eMarketing Center for tips, templates and one an one marketing advice Program Registration Manage registrations, private lessons, withdrawals, and waiting lists Create custom lists based cn age, location, history and more to improve targeting Send text messages for updates and promotions to organized lists instantaneously Makefaste, better -informed decisions using a variety of automated reports A. Page 13 Collier County RFP #19-7657 Parks Activity Management Software Solution Point of Sale jay Customize your POS irrterface designs including buttons Resource Reservations Allow participants to view �2 availability and to request or book online qDUse for drop -in activities, equipment lending, and fines (t View area maps and the bookable items nearby (e.g. field) Schedule courts, meeting rooms, Set Scheduling Calendars to view picnic shelters, gyms, lockers, multiple facilities at once by day, equipment" and more week or month League Scheduling and Management Register players, assign Track all game results with home 4 them to teams and securely and away team scares, ties, and collect fees online postponement details t Create balanced league Provide online, text and email schedules with built-in site updates far parents to keep up t and team conflict rules with league information Fund Raising and Development Create and post an online donation form to securely collect funds 24f7 Set a goal and automatically update progressthrough an VVV online graphic Child Care Offer parents the convenience of online enrollment Set up recurring fees and payments based on child care schedules View progress, top donors, prospects and more through an easy drag and drop builder View donor information, goal progress, and financial reports to track results Track special medical alerts and pick up and drop offauthcrizatians Generate attendance lists and enrollment and revenue reports ,�. Page 14 Collier County RFP #19-7657 Parks Activity Management Software Solution Strateqic Direction ACTIVE Network has been a leader in the Parks & Recreation management system market for over 20 years. Our maturity in this market is unmatched. Our mission continues to be to partner with Park and Recreation organizations to help the world become a more active place. Working with local government Parks & Recreation departments is our core focus as we remain committed to continue supporting Collier County with the most comprehensive enterprise recreation management system available. We have been doing this for a long time. Our business model requires that our customers be successful before we can share in that success. Our track record for delivering on our commitment to this is outstanding. In 2018 for example, we were able to get 100% of our customers live with 98% on -time delivery and an overall customer satisfaction rating of 93%. As a subsidiary to a fortune 500 company in Global Payments, we have also strengthened our commitment and financial stability to be able to ensure we will continue to increase our support to our customers long- term. With strong corporate leadership, a large customer base, a dedicated technical support network, continued commitment to innovation, and our best -in -class services have positioned us to continue to be the leader to Collier County and in this market. ACTIVE Net also includes our own integrated merchant services through Global Payment, one of the largest financial technology companies in the world. By using our merchant services, not only will the County have a complete end -to -end solution for recreation management, the County will also have payment processing services embedded within the solution. As your merchant, ACTIVE helps reduce the scope of the County's PCI responsibilities as well as handle credit card disputes on your behalf. When you invest in ACTIVE, you are not only investing in technology but in a technology partner that is dedicated to helping you succeed and grow with us overtime. Collier County will also have the opportunity to participate in our annual conference events, regional user groups, and take advantage of value -add professional services that include expansion services, refresher training packages, IT consulting, and/or digital marketing services. Reliabilitv From a technology standpoint our underlying architecture, hosting capabilities, performance and scalability, security, compliance, and the robust functionality is unmatched. Over ten years ago we committed to hosted SaaS solutions and have overcome many of the challenge's others are still working through today. Not only do we provide a near 100% guarantee on system availability, we are the only company in the market with a tier 4 data center that ensures the highest level of security and protection of your data. Due to volume of business we do and the critical importance of protecting our customers information, we take compliance and security very seriously. Global Payment and ACTIVE continue to invest significant resources in this area so our customers can remain focused on servicing their citizens' recreation needs knowing they have a secure, reliable system and technology partner. Although a full range of hardware is available to work with point -of -sale peripherals, the only piece of hardware that would be required and must be purchased from ACTIVE is the Ingenico IPP320 credit card processing terminal for staff -entered transactions. As an existing ACTIVE Net customer, Collier County already owns this hardware. Active Network is a Level 1 PCI Certified Service Provider. ACTIVE Network's information security controls related to the processing, storage, and transmission of credit card data have been examined in accordance with security audit procedures established by the Payment Card Industry Security Standards Council (PCI- Page 15 Collier County RFP #19-7657 Parks Activity Management Software Solution SSC), as more specifically set forth in the PCI Data Security Standards (PCI DSS) and relevant Program Guides ("Criteria"). ACTIVE's maintenance of the PCI DSS requirements has been deemed compliant under the Criteria as of November 23, 2018. ACTIVE's compliance until November 30, 2019 can be validated by visiting the Visa Compliant Service Provider Listing Website http://www.visa.com/splisting/ and searching for "Active Network". ACTIVE Network is a Level 1 PCI Compliant "Merchant Servicer". Go to https://www.visa.com/splisting/searchGrsp.do and search for "ACTIVE NETWORK" to see our compliance standing. Reporting Accurate reporting and data -driven decisions are at the core of the ACTIVE Net product. Access the intelligent data insights you need to make key departmental decisions with interactive and intuitive reports. ACTIVE Net enables any user to filter and configure reports extensively within the standard report set. There are over 300 standard reports. The optional ACTIVE Net Insights is a comprehensive Business Intelligence tool that allows users to: customize their own view analyze data within context export raw data to multiple formats intuitive drag and drop report designer create reports based predefined domains (data sets, for example) conduct analysis to understand trends • schedule automated delivery of reports to email or ftp file locations. ACTIVE is adding reports and domains/fields in every release to increase reporting scope and usability. Additionally, all of the data in ACTIVE Net Insights can be accessed via the Gateway API services to populate external reporting systems. Multiple standard reports exist in the following categories: • General Reports • Campaign Reports • Daily Close Reports • Childcare (Flexible Registration) Reports Equipment Loan Reports Facility Reservation Reports Financial Reports Inventory Reports Population Reports Membership Reports Registration Reports Standard report formats:.PDF, Excel, HTML. ACTIVE Net Insights report formats include .PDF, .CSV, .XLSX, Excel. ACTIVE Net export formats: Fixed width, XML, Comma -delimited, pipe (1) delimited, tab delimited. Standard dashboards are available. Page 16 Collier County RFP #19-7657 Parks Activity Management Software Solution Active Net end -user portal is ADA compliant, and meets the WCAG 2.0 Level A Accessibility Standard. ACTIVE Net has WCAG 2.0 Level AA as part of our roadmap and all future redesign work will support WCAG 2.0 Level AA. Product Development and Releases ACTIVE uses agile\scrum principles, incorporating a combination of industry -best practices and ACTIVE best practices. This includes several phases within a sprint -based cycle including grooming, sprint planning, implementation and review before the hand off to QA. This is accomplished using tools for requirements management, defect management, continuous integration, and in-depth metric tracking for work completed, delivery quality, unit -test coverage, and adherence to coding standards. On average, ACTIVE Net produces 3 to 4 major content releases every year (on the quarter), and then point releases every month. As -needed maintenance releases are performed in between the yearly content releases. Active Net is updated monthly. Customers are notified via email of release dates and times well in advance Extensive documentation is provided along with optional training packages. New features and larger changes made to the system are released in an off -state to provide customers sufficient time to learn and plan for the changes before turning them on. Each upgrade is released to all ACTIVE Net sites automatically in the middle of the night to minimize disruption. Customers are also provided a preview environment to try the changes before the production release. Our customers are notified via email of release dates and times well in advance —typically two weeks —so you will always feel you are in the loop with updates, content release, and point released. Our standard software package includes an upgrade plan that keeps you up-to-date with the latest version of ACTIVE Net. All efforts are taken to ensure that our development practices are based on secure coding guidelines to ensure that we deliver secure and robust software to our customers. All enhancements are validated with customers and internal stakeholders. Once an enhancement has been approved, detailed requirements and interactive designs are created and validated with customers. Once the requirements and designs have been finalized, planning sessions are done with the Research and Development team to properly plan the work into a release. During this planning, system baseline, unit testing, regression, test automation and test plans are created based on the requirements. All changes are fully tested using manual and automated testing guidelines to ensure the highest quality and system integrity is maintained. Page 17 Collier County RFP #19-7657 Parks Activity Management Software Solution SECTION 2 CERTIFIED MINORITY BUSINESS ENTERPRISE This is not applicable to ACTIVE. Page 18 Collier County RFP #19-7657 Parks Activity Management Software Solution SECTION 3 BUSINESS PLAN Project Management and Implementation Methodology Implementation Methodology The ACTIVE Net implementations team operates within the framework of the Project Management Body of Knowledge as advocated by the Project Management Institute and leverages industry best practices gained through years of market -leading experience. ACTIVE has adapted traditional implementation methodology to a more efficient approach. Information is gathered during Implementation Planning and Scoping workshops. Net configuration changes are made in ACTIVE's lab and then presented back during the "Solution Walk -Through" workshop. This allows transparency to the solution early in the implementation process. We understand that your business must keep running while we implement ACTIVE Net; therefore, we have built in flexible timelines and minimized the time your team needs to spend with your consultant and away from their work. The more flexible you can be with your schedule, the more options you'll have and the sooner you can get your project started. During an implementation, a customer is provided access to management software called Basecamp that is used to manage the schedule and associated tasks for the project. Responsibilities are defined clearly by assigning owners to tasks. Basecamp is also the repository for all documentation associated with the project so your team, as well as your consultant, have shared access to information needed by all parties. An orientation to Basecamp as well as login credentials are provided during the project launch meeting. The Basecamp software is the preferred solution for a number of reasons: • World's # project management tool • Reliable and easy to use • Cross -platform compatibility • Mobile app Page 19 Collier County RFP #19-7657 Parks Activity Management Software Solution Typical Project Team Although not required for Collier County since you already have ACTIVE Net installed, an ACTIVE Net implementation team requires a strong project team in order to deliver the requirements that will be needed to successfully launch the software. The roles and responsibilities described below represent the ideal project team. Role This person is... Project Sponsor the primary signing authority for the project. He or she engages stakeholders and ensures buy -in from top -down. Project Manager the primary contact concerning project activities. With the ACTIVE Network Project Manager, they are responsible for assigning tasks, roles and responsibilities, and delivering the project while managing cost, time, scope, and quality. ACTIVE Net System responsible for maintaining adherence to your organization's policies and Administrator procedures through the ACTIVE Net software. They are individuals with the most knowledge of ACTIVE Net and serves as an escalation point within the organization for questions from ACTIVE Net users. The ACTIVE Net System Administrator is critical for project success and it is therefore recommended that a backup be identified Subject Matter Experts an organization staff member or members with the most knowledge regarding SME(s) the processes and policies of services to be implemented in ACTIVE Net. Examples of SMEs may include Facility Managers, Program Coordinators, and Membership Directors. Technical available "on call" during the lifespan of the software to assist with internet Representative(s) connectivity, database management, software upgrades, workstation and peripheral installations. The person is responsible for ensuring organizational adherence to the technical requirements of ACTIVE Net. They are the final escalation point for troubleshooting technical/network issues encountered within the organization during or after implementation Financial the main signing authority for financial/accounting requirements, workflows, Representative(s) and reports. They are the final escalation point for any financial/accounting related questions encountered throughout the implementation. They also monitor ACTIVE Net accounting functionality, ensure transactions are posted correctly, and that financial data within ACTIVE Net is accurate and pertinent. Documentation responsible for updating organization policy documentation throughout the Manager implementation. They are responsible for compiling staff notes into enduring procedural documentation which cover the organization's specific use of ACTIVE Net. Page 110 Collier County RFP #19-7657 Parks Activity Management Software Solution collar c.ounve SaltlirMM M7eLT GENERAL SYSTEM RE UDFM'-VENTS Vendars mast respond to- each of the below regniremetaits using o-ne of The below respuoses and AfUST be included Td& proposal: Yes - scftme meets ttis reTkrem4mit amvplzbOy. MmEfv- &DRu a does not amwtlr meet this regairemeLtbut rril] modify and indade Aztb the 3of -ffe d,e]iaffed zt no additional cost If the modificadae is chargeable; please indxate amount o-n the IespoLo- line. Failure - Soft'alE d,aes not cuneutlti' meet this requkemenl but Rill be available in a -L Me release of the apphcabDn at no additional-ioet. If the modfczdoais chueeable, please iadkRu& amount OE the IespaLo- line. ND - Soflnue dog not meet the requirement and cannot o¢ will not be modified. YDTE: I` Idditional room is required fo-r ams-seri, include a comment's sheet in speci&ikems periioa of o-D:::,:. Getielal Srilem Fego-irement: f-a11h desired opiians) [ ; :.o- Re: F•[r:= Onl1Ge Artmicy Registration F 2 -j:—r Omite A=vy R w rirms — with i% delves Requ¢ed }cam FwZrq BegefvaUor-3 Frysuiee tdembEVI* R equaeti w c' Nini-of Sale — with iOSmabtq,edevieesand Blueccoth.apftjUtie: FLV.I— Holed Palm=PrareHing R� _.' y- PaCampliaare Requree yr, Rnpoets in different li=ate r =r.:! re ek!e x ^ , .--_ - _.._ ..._ -; ..:_....:.._ =ai_; Euanrialteansaetiams nt u din SAP -- ----_... -- --- - - r n�hc_alrepcn: L?:-. o�:r: - E7 yr, E- aal Capabilities - Mnst be DM.RC compatible. ndrda-nrnurc hu k i uurrasilk •�iiablr. ==.aculio- 'd R agnirec 7 Dastbowd Requires .ubsidiaryh AffiedA.caus] Acc; .rn Fins S�-mm FoI �-J.oLuflups. atc Figure: General System Requirements Page 1 Page 111 Collier County RFP #19-7657 Parks Activity Management Software Solution Tidmtma caAflitin—Point-of Sale (DOS, Ra'ggaed Fuwuc Gale-kAmEcapabilities—AdmbsLae coy-MemtereLup based. R,eggaed }""'"e ESRItamdGISmapping capabiLiti,ea Optiwz w8 Oode enfio¢temenl module Opuooa w8 S3TtEmmust beADAcompbaatmdaHowfor m lbllmg alcapabditim. ?equirz3 ruwue system reports are produced m PEF format and Face] options. Raquimd Sysbem mug uth 2 {ompjtff nzth fa range of optiomal POS pedphelaLs induding touch KFem czeb dratti m, receipt priatu% report printers, tlutoniu displM. sLet & omui-dirKliooat bar code raadO!rMa_=ztic stripe readOirh ndLeLd bar code data caLy%x% and mobile smartphma2. Opunwi Y4!5 Prof 3sisoal5ersiaea o Database Mm;, 9emau- AEaualLv o ?.um al traimng -or s3 arlmini =bx and i L) barkup uses. o TachnokUreieshamamlg Ad -Hoc ceriifir_ation for (1) user. - -: - Mmketing S. ces o SFslem Qprimimdon -to be completed annually; - Tech Support (UnImrited Pham,e, Email, and Portal WEEM) o 24-11our tugm re°ponse time for non-emer y; 0 1-Hmn respoa9e time for sue d,onnr o �.esigaed Te[baical auat�' anrner, - .-' - -.' .. Figure: General System Requirements Page 2 Page 112 Collier County RFP #19-7657 Parks Activity Management Software Solution From: Consulting Schedule Confirmation cConsultingScheduleConfrmation@activenetwork.com> Sent: Wedresday, January 3.7, 2018 8:33 PM To: MVLs C'CC BR: ccm Cc: Lai, Duran <DLrGr._u-C--•a,.ive iet.,oi k.com�: Chen. Kevir Kevin. Chen as ctiveretvvorkcom> Subject: Corf7iret-3n for 3eire-e snd C.-srE 5wiv -es. CH ;RLE= O, , COU}.-Y �a-<5 & ?zCFE AT ION COMMISSION, SC -quote # 01440454 Hi Melissa. This email outlines that CHARLESTON COUNTY PARKS & RECREATION COMMISSION, SC has agreed to utilize consulting services from Active Network. Modules/Services: Resource Resenvationl Activity Registration Membership Point of Sales & Equipment Lending Camps Daycare Private Lesson League Schedule Schedule for Consulting Services. Week 1 Business Process Review Onsite Wednesday, March 21, 2018 Thursday, March 22, 2013 Week 3 Module ld Review& Data Collection Preparation Remote Thursday, March 29, 2018 Week 5 Module 4-8 Review& Data Collection Preparation Remote Wednesday, April 11, 2013 Thursday, April 12, 2019 Week 7 Module 1-4 Data Sheet Review Remote Wednesday, April 25, 2018 Thursday, April 26, 201B Week 9 Module 5-8 Data Sheet Review Remote Val May-14, 2018 Friday, May4, 2012 Tuesday, May 15, 2018 Week 11 Module 1&2 User Testing Onsite Tuesday, May 29, 2018 Wednesday, May 30, 2018 Week 11 Module 3&4 User Testing Onsite Thursday, May 31, 2013 Friday,lune 1, 2013 Week 13 Module 5&6 User Testing Remote Wednesday, June 13,2018 Thursday, June 14, 2013 Week 15 Module 7&8 User Testing Remote Wednesday, J u ne 27, 2018 Thursday, June 28, 2018 Week 17 Module ALL User Testing (3 Days) Remote Tuesday, July 10, 2018 Wednesday, July 11, 2018 Week 19 Training Plan Development Remote Tuesday, July 24, 2013 Wednesday, July 25, 2013 Week 21 HAS Core Training N/A Week 23 Supplemental Training Onsite Tuesday, August 7, 2012 Wednesday, August 8, 2018 Week 23 Supplemental Training Onsite Thursday, August 9, 2018 Frid ay, August 10, 2019 Week 25/27 Go Llve Prep Remote Thursday, August 23, 2018 Thursday, September 6, 2013 Target Go - Live Monday, October 1, 2018 Go Live Go Dve Support (Onsite) Onsite Tuesday, October 2, 2018 Wednesday, October 3, 2018 Go Live Go Dve Support(Onsite) Onsite Thursday, October 4,2019 Fri day, O ctobe r 5, 2018 Post Go Live System Optine i-ticn Traimng(2 days) Remote Tuesday, October 23, 2018 Wednesday, October 24, 2018 Figure: Page 1 of artifact related to installation of Charleston implementation Friday, March 73, 2018 Friday, April 13, 2018 Thursday, July 12, 2018 Page 113 Collier County RFP #19-7657 Parks Activity Management Software Solution Kevin: General Hardware Configuration Remote Wednesday, June 6, 2018 Financial export Remote Thursday, June 7,2018 Insights training Remote Wednesday, July25,2018 Brochure Export Remote Monday, June 11, 2018 Refund Export Remote Monday, June 18, 2018 GIS Import Remote Tuesday, June 19, 2018 CLASS Data Conversion- Customers and Memberships Test 1 Remote Thursday, June 21, 2018 Test 2 Remote Tuesday, August 14, 2018 Test 3 Remote Thursday, September 13, 2018 Live Import Remote Monday, October 1, 2018 Notes: - Consulting bookings will he full &hour days (interaction with the Consultant may vary between 2 to 0 hours depending on the stage of the project). - Remaining time will he utilized for data entry and project administration tasks the consultant will carry out - All services hours included in your agreement will be consumed and billed Project Contacts: • Project Consultant. Your consultant is responsible for guiding implementation activities, creation of meetings content and agendas, and review of functionality and hest practices Duncan Lai Duncan.LakVAC TIVEnetwork_com 1.800.661.1196 Ext. 1294 Kevin Chen Kevin Chen(Mactivenetwork_com 778-274-1249 Fees: As stipulated in your Active NET Services Purchase Agreement Figure: Page 2 of artifact related to installation of Charleston implementation Al. Page 114 Collier County RFP #19-7657 Parks Activity Management Software Solution SECTION 4 COST OF SERVICES TO THE COUNT" Include but not limited to: Provide the projected total cost and estimated calendar day duration (including projected hours) for which your firm will provide the work as described in this RFP. Provide a schedule of values and deliverables. Provide proposed fee schedule of principals and staff (including sub -vendors). Please note the following: ACTIVE is offering a, fixed for five years, price reduction of 3% off the current processing rate. The proposed processing percentage for online transactions is 4.25%. The proposed processing for staff -side transactions is 1.5%. If a credit card is used, for staff -side transactions, an additional 2.75% will be charged for the credit card processing fee for a total processing fee of 4.25%. For cash/credit transactions there is no credit card processing fee. Cash/check account for 1/3 of the total amount processed in 2019. ACTIVE is open to negotiating a subscription -based pricing model which provides a fixed staff side transaction fee for five years. This will allow the county to do YoY budgeting more effectively, with the only variable being the actual credit card processing in a contracted year. With this offer, ACTIVE will provide our Gateway API Pro Service package at no cost. This is a $3600 per year value and allows Collier County to connect their ACTIVENet data to third party applications like Playerspace for league and tournament management. The Professional Service fees of $30,000 per year is an optional service and is not part of the current agreement between Collier County and ACTIVE Network. Item # Description Response 1. Identify the software license cost for one hundred and fifty (150) $ NA See item 1A. concurrent users for Year 1 (from production start-up through the first year. 1A Identify total transactions fees for 200,000 transactions per year for year one. Assume 200,000. Note: Actual transaction total for 2019 is 84,000 and actual processing volume is $4,102,883. $ 326,495 / year one Average cost per transaction is $48.84. One third of the total processed amount is cash/check which will be charged 1.5% and not incur a credit card processing fee. This is accounted for in the cost projection. At 200,000 transactions, the total processing cost is inflated compared to the current actual. 2. Identify the lump sum professional service fees for the implementation, training, change management, project $ 30,000 management, integration, report development, and any other related services (including subcontractors or third- party services) for new customers. Page 115 Collier County RFP #19-7657 Parks Activity Management Software Solution Professional Services lump sum equates to all Professional Services, Marketing Services and Tech Support required items listed in RFP--General System Requirements. Services are charged per year. 3. Identify travel expenses or any other miscellaneous fees in the implementation of this project. (Note: The County will only pay $ NA travel expenses according to Florida Statutes 112.06 Travel Reimbursement. • Identify expected travel and miscellaneous expenses in the execution of this scope of work. 4. Identify any hardware costs associated with the implementation of $ NA this scope of work for new customers. Subtotal (add items 1, 2, 3 and 4 which indicates the total costs for Year 1 $356,495 from production start date) 5. Identify annual software operations, maintenance and license fees $ NA - (Year 2) for one -hundred fifty (150) concurrent users for years two (2), three $ NA - (Year 3) (3) and four (4). $ NA - (Year 4) 6. Identify total transactions fees for 200,000 transactions per year for years two (2), three (3) and four (4). Assume 200,000. Note: Actual transaction total for 2019 is 84,000 and actual $ 326,495 - (Year 2) processing volume is $4,102,883. Average cost per transaction is $ 326,495 - (Year 3) $48.84. One third of the total processed amount is cash/check which will be charged 1.5% and not incur a credit card processing $ 326,495 - (Year 4) fee. This is accounted for in the cost projection. At 200,000 transactions, the total processing cost is inflated compared to the current actual. 7. Identify the lump sum professional service fees for the implementation, training, change management, project $ 30,000 — (Year 2) management, integration, report development, and any other related services (including subcontractors or third- party services) $ 30,000 — (Year 3) for new customers. Professional Services lump sum equates to all Professional $ 30,000 — (Year 4) Services, Marketing Services and Tech Support required items listed in RFP - General System Requirements. Services are charged per year. Subtotal (add all items in 5, 6, and 7 which indicates the total costs for Years $1,069,485 two (2), three (3) and four (4). TOTAL COST OF OWNERNSHIP (add both subtotals above to achieve the $1,485,980 overall TOTAL COST OF OWNERSHIP) Initial pricing is for grading purposes and are subject to change during negotiations with the selected vendor. Page 116 Collier County RFP #19-7657 Parks Activity Management Software Solution SECTION 5 EXPERIENCE AND CAPACITY Of - THE FIRM Reference Questionnaire Williamson County Parks and Recreation �ywarn—arr .`.nr:.�ns .k.n�n )�� �Rtlb®o112 RefErtenta QUEEb NM&e E¢: ACTINT-Netexo¢k Ccmpm- ReTjestme Refmm Informztroo) (}iamieofLWMdualsRequ: iugRgaimuh0amati.an) Namz:Ileanca Foy (Evafoalm comRkttng ref,emue gue2tioomaire) Email: FAX GGMFaug:lt; aAM3,M Cmuty Parka and RanHhen (E aloamT' a ComspmL compLatm_ refEmHE) Te]ephora: Calliee CatmW has Lmplem-nted a proresa tbzt co0em refteretxe Lohmauno on forms and their key personnel to be used intbe aeledion of firms to perform this pmjeu. The NzmeofILBCompzm- listed in the Subject abasre has fished }rouaaa rfientfmrahjctibeyLM-epretdaush• Petf=ed tti•orh Please rampleie &a sr•ey. Please race ez--h,ritertiato the be_i zf•.•)er i t ,; _a-1=e an a scale of 1 to 11], mith 11] -y ---Entity_ tea: vc•j -,•arn- sat-i ^ -2 N firm : represent:* that 4:on mwe VC:-- ,�_z::=::ai , rc,:� t _ _ __ ..._. a e =.r ' • c 4 3a uat hay a e�ffxient knan ledge s' past pmform:a a ;a a Pmticnim araa, leave it blank fa -a -xi:l ra=cflred'U- PrajertDes,7iptiam: mkpadon fwa CLAS I tu Completion Dstec9-H-2015 ACMTNel Project Bucgel: $16,2N Project umber ofIlay3: 159 I em L3fem Sc•:_e 1 ,ability tomamgethe pmjiEtt-ineta (mmimize change xderato moped y 2 ability to mam do project sdLedtde (complete cn-tome or emL31. 10 3 Quality of work. 10 # Quality- of cumsu]t &-a adtice pwtded on the project. 10 = profenicinaliand allitytit mange persoene:L 10 d Project n1mm»tiao(compkaeddo=enls,fiaaliwokE,5nalpnKlunt9mouer; iGWicesti mznnaL or gaiog forward dnrnmanrfftJDR. ett.) 10 - Ability tokwhaRvcommumcateand decumewim-wmatioocleartyzmdax-iinll}•. 10 Abi]tityto nramateriska and une;Tectedproject curt�staares. 10 9 Ability to fallow contact d, arms, paLjcjes, procedures, rules, reTA�y ioms, etc. ] C L•7 OVEMU tom.fort ]eVEL Frith hinne rhz tompmy in the fottme (cmtamer ezt-fz-rton). ] C TOTAL SCORE CF A LL rMiS �!. Page 117 Collier County RFP #19-7657 Parks Activity Management Software Solution Reference Questionnaire Springfield Greene County Board �tiar ��Y rn�..-tee sr�o�,a Rebrm . Qnnfimmim Rdererre Questionbaira Boa: ACT NE Netwxk (Name *f Compmy Regaestiag Reference Iuformztioo) Chord coQLelatnn CNamefffTnd&udsRegLestiug RefereLce h2-wmationj Nam,a:Tim NkQea Compw:SpringMd-GfeeneCounty Eaard nh,d aror complete reJoExe qo awmaire',• kTviilumor' a Compmiy anmpLelirg refnwuj FASC Colbm Cmmry has implemented a procesa that roLlecls refereare uifarmatmon o-n firms and their key per cord to be used inthe sekTtkm of fams toperform thjsprojea. The %ame ofthe Compzm- listed inthe Subject above has fisted you wa client faTvc.):=l.iney hm—epmnoo* perRm edwork Please rampleie tta mryFy. Please rate eza- oibuiato the best of)vur [='•'.-===e as a Scale of 1 to 10, mith 10 repre2eating that youareia veiy sfftisifed{and mould hire the firm Lhdiuidaal aFa::_ and L representing that you neia vEry uuuL3fied (and would rates Lure the kmindivdn:al zRair). Ifyouch netknon'Ledge of pastperfmmarce in a particular aiaa, leave it blank and theirem or farm w1U be served -�T" Pr*jertDescaipticc: MLFrat<on from MASS to ComplEdomDzte: S 1(?2013 ACTI4T•Net PrfljectBadget $34,2M Project-.1,'umbes of Days:240 Item tifirria l Ability to maeage the prayer coeta -.mmimim change ordela to scope' t Abdit;' to mainrain project _6EdrJe ::complete on-tbm or amL}'). 3 Qualityuf�ark. - 4 Quality*fcommihatke a&-keprnxhd on the pmjecL - Profiemianali and ability to-managepHsanneI = f ?4, ac: )! ,_-taj jon aets, findiM'ojre, final pra3unt[LMM r; mtatim etc.; 3 7 Abilit) toIWt&U-communicateanddorIeltia-oomatiooclearLyandsucrincdti-. 8 A pity to mzao,e Ask-3 znd Lma�Tected project cjrrum; twres. - 4 Ability to follow coatrzx-t donimEnts, policies, procedures, niles, regalatioas, etc. _ 1•7 O-L- rallcomfortlevElvL thhamg the roonpaarinthe fuhae (cost n,ar md3fi,ction). TOTAL 5CCWF OF LLITIMS 3f �! Page 118 Collier County RFP #19-7657 Parks Activity Management Software Solution Reference Questionnaire Charleston County -mot .,oe� „ent ice Qum6 mm2ire SoHdittion: 19-7657 Reference QueiticmMWE for: ACPib'E Netnwk [Name of Campa% Requesting Reference Information) Chad cuZeaduo [Name of Ini�.,wdmti Requesting Refisenee In£otinat m) NameMelismMuse (Evaluator CQmpleturg reference {lneehommaae) Email h LeefRCCPRC com FAL - C7 Charle9tor Court- Paxk s Recreation Comaission {Evalukor's C-Gpan}- completing reference) Telephone: [893)752- S113 CzWer Cam3, has implemeided a process that co-llects- reference informat = on forms and then lmey permnnel to be used in the seleeti.onof fangs to perform this p¢ojact. The Name ofthe Company listed in the Subject abare has listed yDu as aclient for i%Liditll -hacre pnnaously pefformred rvark. Please mmnoete the eurner. Pl_a--- e rate eat criteriabo- the best cf-vcur him ledge on a scale of 1 to 10, ruith 19 repre3eding that }-au were very satisif=:.: gin•=. -kiru-1 W.t t==- famFmdicidual again) and 1 representing that }eau %mre pare.' umsatisfied (and wmAii never hii'e the =tux _r—n-cLi'cal again)- If you do got hacve sufficient knm-ledee of past perFbr=-e -n a particular area, leas-e it blank and the Ltem or fmmwill be scored" 0." PrgedDescnptkm: Class Reulaaemmi iActn-el',Et IMPtenaetiatiom Project Budget: ComplEtiemDate= lUfILMB Project Numbs of Days- a-jprxf H i Item Citeria a c ore 1 Abulit}tD mamere the project costs (minimize cbat3_-e orders to aoope). I i _ Abrllt}' t6 mwzrFwn project s bedule (complete an -time cr earh-). I i Qwhty of Rork I J 4 Quality of wwultahve advzcepro.zded cm the project I } PrcfeEsicaabm ana abOity to mamp peru mnaL I J 6 Project acbnm -tratu m (completed aqi ump?,tca final iin-nice, final product tau -ET: =-dices; mamrals om Eoing forward docmumt ibm. etc.) l i 46rlit}' to cam lh coor®rmc a and document information c1eeQ1} gad sur, ;nr+l}'- I J B Absltity tD manaee risk3 and meted project crCuT s=cE3. 1 j 9 Abilit3' to fvllaw contract dornments: ptihmey, probe% nrle2� r guLT .m% etc I i N them l comfort level with hiring the +`+? i a*y in the fidaae (customer oaf ch*. I J TOTAL SCORE OF ALI, Tii'Eh1S 13C Page 119 Collier County RFP #19-7657 Parks Activity Management Software Solution SECTION 6 SPECIALIZED EXPERTISE OF TEAM MEMBERS From a resource perspective, our dedicated Professional Services team consists of approximately 40 staff members. Biographies of key members of the Professional Services team are listed below. Although implementation is not needed or required as part of this proposal, the following individuals constitute key members of the professional services team that typically performs the installations. Role Background Senior Manager, Name: Asher Squire Professional Services Phone: 800.661.1196 x 1409 Email: Asher.Squire#activenetwork.com Education: BA in Communications, Simon Fraser University Experience: Asher oversees all consulting services in the Local Public Sector (LPS) market within ACTIVE. He has over ten years' experience implementing information systems within the recreation market. He has collaborated with many leading organizations in North America including: • San Diego Park and Recreation San Jose Parks, Recreation and Neighborhood Services Houston Parks and Recreation Manager, Technical Name: Nathaniel Strull Consulting Services Phone: 800.661.1196 x 1431 Email: Nathaniel.Strull@activenetwork.com Education: BA in Psychology, University of British Columbia Experience: Nathaniel manages the Technical Consulting team. He has over nine years' experience implementing information systems within the communities' market. He has collaborated with many leading organizations in North America including: • Atlanta Department of Parks, Recreation and Cultural Affairs • YMCA of Greater San Antonio • City of Santa Monica Parks and Recreation Manager, Professional Name: Lomas Sharma Services Phone: 800.661.1196 x 1435 Email: Lomas.Sharma@activenetwork.com Education: Bachelor Business Administration, Simon Fraser University; Project Management Professional (PMP), Project Management Institute Experience: Lomas manages all ACTIVE Net project consultants. He has over six years' experience implementing and managing information systems projects. He is a 2016 President's Club honoree in recognition of his outstanding contributions in the Communities market. He has collaborated with many leading organizations in North America including: YMCA of Greater Seattle YMCA of Greater Indianapolis YMCA of Metropolitan Detroit Page 120 Collier County RFP #19-7657 Parks Activity Management Software Solution Project Consultant Name: Duncan Lai Phone: 800.661.1196 x 1294 Email: Duncan.LaiCaactivenetwork.com Education: Bachelor of Arts, University of British Columbia; Certificate in Project Management, University of British Columbia Experience: Duncan is a Consultant on the Professional Services team at ACTIVE. He has over 3 years of experience implementing and managing information systems projects and has collaborated with many leading organizations in North America including: City of Tempe, AZ City of Pickering, ON • YMCA of Honolulu, HI Technical Consultant Name: Henry Kwan Phone: 800.661.1196 x 1251 Email: Henry.Kwan@activenetwork.com Education: Bachelor of Business Administration, Simon Fraser University Experience: Henry is a Technical Consultant in the Communities market. Since joining ACTIVE in 2011, Henry has built a reputation for his product knowledge and commitment to customer service excellence. He is a recipient of ACTIVE's Burnaby MVP award for consistently going above and beyond to help clients and team members. He has collaborated with many leading organizations in North America including: Madison Area YMCA Cobb County Parks, Recreation and Cultural Affairs Northern Virginia Regional Park Authority Technical Consultant Name: Kevin Chen Phone: 800.661.1196 x 1249 Email: Kevin.ChenC@activenetwork.com Education: Bachelor of Business Administration, , British Columbia Institute of Technology Experience: Kevin is a Technical Consultant with four years' experience in the role. He has provided technical consulting to various projects within North America, including: Boulder Parks & Recreation City of San Antonio Mohawk College Page 121 Collier County RFP #19-7657 Parks Activity Management Software Solution SECTION 7 LOCAL VENDOR PREFERENCE This does not apply to ACTIVE. Page 122 Collier County RFP #19-7657 Parks Activity Management Software Solution APPENDICES Support and Training Ongoing Support The Training and helpline locations: 1. Dallas, Texas 2. Vancouver, BC 3. Manila, Philippines 4. Xian, China. (Only email/web cases are handled in China.) Calls are taken in the first three offices. Standard support phone hours are 7:00 a.m. through 8:00 p.m. CST. The support staff consists of over 30 representatives and is fully -staffed to address your support needs. Support can be contacted by phone, email, and through our case submission via ACTIVE Net Answers. Inquiries received by Support are first handled by Tier 1 Support and then are escalated by the agent as needed. Escalation paths: Tier 1 Support to Tier 2 Support Tier 2 Support to Tier 3 Support Tier 3 Support to Development/DBA/Networking team (as needed) The following table summarizes the Support Tier Options available. Page 123 Collier County RFP #19-7657 Parks Activity Management Software Solution V/ V/ V/ V/ Unlimited number of support requesls Y/ V/ Y/ Y/ 24+7 access to online customer portal ✓ V" V/ V/ 24?7 emergency phone support ✓ V/ Y/ ✓ 24.7 web?email case submission 24+ 4 business 2 business Target email response time hors 24 hours hours hours V/ Rush event support V/ Technical Account Manager direct line '{ Technical Account Manager on -site visit x4UOrJ i beusmes° hours: 7 am, - a 0m Ce.ifrz+ 7ime Support and Maintenance Services From time -to -time this information may be updated by ACTIVE, in which case the updated information will be available for review in an attachment on the following article on ACTIVE Net Answers at http://support.activenetwork.com/activenetlartic/es/en US/Article/Support-and- Maintenance -Handbook SUPPORT AND MAINTENANCE SERVICES Annual Support and Maintenance Services. The following supplies and services are included in the Support Services and Maintenance Services provided by Active as determined by the level of Support Services and Maintenance Services purchased which are set forth in a separate Schedule. 1. General 1.1 In order to receive the benefit of the service levels contained herein, Client must be in compliance with the obligations of the Agreement. 1.2 Client understands and acknowledges that the Product is a commercial off -the -shelf product with core architecture that services many clients, and that Active is permitted to make changes to the Product hosting environment, network, telecommunications, data storage, and any/all other information technology infrastructure that underlies the Product, without seeking or obtaining any consent from Client. 2. Technical Support Page 124 Collier County RFP #19-7657 Parks Activity Management Software Solution 2.1 Standard: This is the default level of Support and is included with your license to use Active's Software. Available between 5:OOam and 6:OOpm Pacific Time, Monday through Friday, via web portal (http://www.activenetwork.com/service-and-support/customer-support). 2.2 Advanced: If you have purchased Advanced Support, Support is available between 5:OOam and 6:OOpm Pacific Time, Monday through Friday, via telephone (800-663-4991) or web portal (http://www.activenetwork.com/service-and-su pport/customer-support). 2.3 If you have purchased Enterprise Support, Support is available between 5:OOam and 6:OOpm Pacific Time, Monday through Friday via telephone (800-663-4991)) or web portal (http://www.activenetwork.com/service-and-support/customer-support) with preferred access to second tier resources. Phone Support. Unlimited phone Support for system down issues on a twenty four (24) hours x seven (7) days a week basis, provided that: (a) support calls, placed during "Extended Support Hours" (those occurring after 6:OOpm and before 5:OOam Pacific Time, Monday through Friday, and anytime during the weekend and holidays), are placed by an authorized contact person and (b) the requested phone support consists of a "Call Priority Level 1" issue, as defined in the table below. Unlimited phone Support is offered to Desktop Software Clients only if the site has remote access and Internet email capability. Online Support. Access to the Active customer care web portal, discussion forums, knowledgebase and online training materials, which are available at http://www.activenetwork.com/service-and-support/customer-support. Upgrades. Active shall also provide Upgrades of the Software and free assistance in planning the Upgrades. Support Issue Priorities and Timelines. New Support incidents are assigned one of the following levels, each with its respective standard ticket resolution target. Call Priority Description Standard Level Completion Target Priority 1 Issues that result in Client's inability to fulfill critical All: 1 business day business functions (i.e. those pertaining to core functionality such as processing registrations, memberships, rentals) and that have no reasonable work -around. Priority 2 Issues significantly impacting the use of the system, but Standard: 3 which do not prevent core functions from being fulfilled. business days Priority 3 All other issues, except those classified as Priority 4 (i.e. Standard: 5 how- to questions, reporting/reconciliation issues business days Advanced: 3 business days Enterprise: 2 business days Priority 4 Issues that are not time -sensitive or may be undertaken All: None as a customer service initiative outside the scope of this attachment Page 125 Collier County RFP #19-7657 Parks Activity Management Software Solution 7. Services Not Included The following are excluded from all offered Support Services and Maintenance Services: • Services which are required to remedy problems that stem from changes to or defects in system configuration upon which the Software was originally installed. • Services which are required to remedy problems which do not stem from any defect in the Software. • Services which are required to remedy problems caused by lack of training of the Client's personnel. • Improper treatment or use of the Software. • Onsite or remote training services. • Full report customization service. • Database -specific services or assistance. 8. Restrictions The following actions will void the Support Services and Maintenance Services portions of the Agreement: • The use of any other application that modifies data in the database, whether created by you or otherwise. • The use or creation of any other application that competes with or replaces a module that is offered by Active to work with either the application or the application's database. Annual Support and Maintenance Related to SaaS Services Only. The following Support Services and Maintenance Services are offered in conjunction with the above for SAAS Services Clients. • Monitoring of connectivity and critical functionality at all times. • Site-down/critical issues response time of one (1) hour, with commercially reasonable efforts to advise your organization of the current status and expected resolution time. • Scheduled maintenance and Updates designed to address performance, with reasonable efforts to notify Clients 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). Active may undertake urgent maintenance at any time deemed necessary and shall provide status updates to Clients as soon as possible. Training Training, such as train -the -trainer and user guides, is available. Additionally, training is also available at no cost. ACTIVE Net provide thousands of instructional articles as well as user guides that are available via ACTIVE Net Answers — our secure customer portal and help center. Release notes and training videos also supplement the articles and user guides that are directed at end users as well as technical administrators. The County will also have the opportunity to participate in our annual conference events, regional user groups, and take advantage of value -add professional services that include expansion services, refresher training packages, IT consulting, and/or digital marketing services. Page 126 Collier County RFP #19-7657 Parks Activity Management Software Solution Initial Training ACTIVE Net Academy (ANA) is ACTIVE Network's Online Learning Solution for our flagship software, ACTIVE Net. ANA will help your organization through training and ongoing professional development. The goal is for ANA to help your team continue to excel as ACTIVE Net users with expanded content, reinforcement training, improved engagement (with both your community and your staff), and detailed analytics. ACTIVE Net Academy contains videos on best practice workflows for the administrative and public access of ACTIVE Net. This training is incorporated into the implementation schedule and we highly recommend using it for staff training as well. Full access will be given to the project team before the training phase occurs so you can review the materials. Ongoing Training Post implementation, ANA will help the County with ongoing training by providing the following amenities: Accelerate Onboarding: ANA decreases ramp -up time with engaging, on -demand training the moment new hires walk through the door. Reinforce Training: ANA ensures employees maintain necessary skills and knowledge required to succeed with continuous learning that can be accessed anytime, anywhere, from virtually any device. Self -Assessment: ANA offers interactive self -assessment quizzes for users to test product knowledge retention. This is a great professional development opportunity. Demonstrate Competency: ANA tracks & maintains enrollment and completion history for all users in an effort to fully promote product knowledge. Required Forms The following do not apply to ACTIVE. Form 1 Non -Response Statement Form 7 Local Vendor Preference Exhibit A — CMA_5390 Fingerprinting/Background Checks. ACTIVE agrees to adhere to the following County policies. Exhibit B — CMA_5401_Information Systems Lifecycle Management • Exhibit C. CMA-5402—Remote Access Policy • Exhibit D. CMA-5403_Third Party Access Policy • Exhibit E CMA_5405 Computer Technology Use Page 127 Collier County RFP #19-7657 Parks Activity Management Software Solution Cu ierCDwky $01IMPlion 14-7657 l�.Ori F11�}' AYrtremilttoe y pmm-em-&'*mD F., Form 2: Vendor Check Lisr Upillrbrd: October 3.2019 JIMPORT4NT= THIS SHEET MIST ]BE SICKED. Phase read earefoliv, sign in the spltccs indiclttetl and submit with your Froposal through Bidsync. Venclor should €ll a k off each of the faowing itnns as the necessary actiom is opmplcted: The Solicitation submittal has been signed - The Solicitation Pricing. Document (laid SsheduWQuale Scheduleletc.) has been compleled and attached. 0 AU applir*1c Nrms have been signed and included, A mg with lieenms to complete the requirements of the project. © Any addenda have beta sighed and in€laded, ❑ Affidavit for Claiming Status as a Local Business. if akplicsbic. Collier or L= County Business Tax Rcccipt MU 5T be included. ❑ Proof of status from Division of Ccirporations - Florida DEpartment of State (If work peopncd in tho Staic) - httn:Jidoa.myflnrida.comlaunbizl_ © Proof of E•Veri fy (Memorandum of Understanding or Company Profile page) and Immigration Affidavit MUST be included - https:!lwww-e-veril4.fiow. ❑ Grant Provisions and Assurances package in its entirety, If eoolleable, ® fttforrnre Questionnsire_s MUST be included aryflu may be damned non-respongve. ALL SUB IfTfAlS MUST HAVE THE SOLICITATION NUMBER AND TTTLH Name of rinn: Address: City, Stan; Zip: Telephone, Rrnai I: Reptescntativc Signature: representative Name: 11r2a12A1 a &18 AM Form 2 Vendor Checklist ACEIVE Netww k LLC 717 N Hanroad St. Suite 2504 Dallas, TX 75201 (SBS)543-7223 B i d. D e s k@AC T I V ENetw otk. c o rn EvanJ-Davks President pate 1y6rpig P. 19 Pag 128 Collier County RFP #19-7657 Parks Activity Management Software Solution Colller County Svicitatlon 1-9,T657 A&manr e ° Dalm rerr ,-weRl4Y ?N,Hm 6— Form 3: C'onMct of laterest A1Sdorvit The Vendor certifics that, to the hest of it_9 knowledge and belief, the past and current work on any Coll ter County project affiliated with this Solicitation does not pose an txpnumbonal conflict as dcscri bcd by one of the Ihn a cucgorics below: Mased ground rules— The Finn has not set the "ground rules' for affiIlated past cr current Collier County project idwnificd above (c.g_, writing a procurcmcnC5 !Pwcmcnt of work, spcchficadons, or performing systems engineering and technical direction for the procurement) which appears to skew the cvmpaition in favor of my font. Impaired Db jectivity —The firm has not perforn" wont on an affiliated past or currenl Collier Couety prajcct identified above to evaluate proposals I past perRTwroc of im1far a competitor, which cal Is i nto question the coatraator's abil ity to render impartial advice V the government. Unequal aeceas to Informa#ou— The firm has not had aeceSs to nonpublic inronnaticn as part of its performance of a Collier County ptnlcct identified above which may have providod the conlractor (or an afFliatr) with au unfair competitive advantage in eunent. w future solicitations and contracts. In addition tc this signed affidavit, the contracmr 1 vendor mint provide the following: 1 • All documents produced as a resull of the work r mtplered in the past rw currently bet ng wmkcd m for the above-mcntioned Project; and, 2. Indicate if the information produced Ryas obtained as a matter of p3tj1,]lc record fin the `Stmshitte') or through non-pubtic (not in the 'sunshine") conversation (s), mec in$(s), docutnent(s) andfor other means - Failure to diml-am al I material or having an organizational conflict in one or more of the three calega6 s above 1;�e idcnOed, tray rtsult in the disqualification for future solicitations affiliated with the above referenced projent(s). By The shgnaturcbclow, the firm (employees, officers attd+or agents) certifies, and bmcbydisclose%that, to Lhc bcsl oftheir knowledge and bdicf, all micvanl facts oonarning past, present, or currently planned interest ar activity (finawal, contractual, vrganixational, or aherwise) which relates to. the pnpjaw idmifiad above has txcat fuljy disdcscd and does not pose an organizational conflict. Firm: ACTIVE Network LLC $iglrature and Dat< r .� Decamhcr 6, 2019 Print Name: Evan J- Davies Ti tle of Signatory: President 1112DTDI' 6.18 AM Form 3 Conflict of Interest p. 34 Pag 129 Collier County RFP #19-7657 Parks Activity Management Software Solution Collicr CpunLy $plipt*tipry 79L7$57 ltei Adrgrif6obO iiaMcos Uop�rrrrw+ Pron�urnrt Sarwou. Lk,�m FarLn 4: Vendor Nelarolion 5teiement BOARD OF COUNTY CGMMISSIGNEER5 Collier County Gavemment Comp[ex Naples, Florida 34112 Dear Commissioners: The undetsi2ped, as Vendor declarers tl ai this response is mado Mill= connecdon or artangemedt with any other persDn and this prapc F is in every respecl fai r and made in good faith, withaul collusion or rraud_ The Vcndor agree, ifthis solicitation submittal is accepted, to execute a Collier County dorumenl For the purpose of estab[[shigg a formal cuntractual relatlanship between the firm and Collier County, for the performance of all requiremetils to which the solicitation pertains. The Vendorstabm that the submitted is tusoopon thedccurnmEq Ilstcd by the above rcfcrcnecd So[iciLation. Further, the vendor agrees [hat if awarded a contract for these gouda andlor services, the vender will. not b ,e eliole to e0jupctc, submit s propustr4De awarditd,arperfarm as a salrveodorfor anyfutum aesociatrd with work thati.-, a TeSultnf t1li5 R-Iffdcd contract. Q9 WITNESS WRERFAF, WE have hereunto suhsmbcd our names on this G day of Dcnember 20 19in the County of Dallas , in the Slate of Tcxas Firers Legs] Name: G1Obel Payments, [W. address: 717 N Harwood St. Suite 2504 City, State, Z[p Code: Dallas, TX 75201 Florida Certificate -of AuthootyDocumcut Number Feder2l Tax _46-4960154717 Identificaliou Numbcr •CCR 4 or CAGE Code *Only ifOmnt Funded T e le ph one: 4 98 81 54 3-7 Q Signature by: Evan 1, panics (Typed and written) Title' President 11f20t2019 5:16 AM p_ 21 Form 4 Vendor Declaration Statement Page 130 Collier County RFP #19-7657 Parks Activity Management Software Solution C011ler County S Aiello— A-7557 �+4 FEi �.•UiiYTC]� •lcaraivnl �ra:ce 7.ce+ F'oniii: linmigrmion Alridm.it Crrlifkmlion This Af9davit is required and should be signed, by an authorized principal of the firm and submitted with formal soJieilelion submitlels. Furlher, Vendors are required to enroll (n the F—Verify prci am, and pmvide acceptable evidence of their enrollment, at the lime of the submission of the Vendor's proposal. Aoaeptable evidence mmisis of a copy of the propntly mm pleled E-v €ify+ Company Prolate page or acopy ofthe fully executed E•Yeri fy Menorandum of Understanding filrthe company. Fa to i,ik l� diisl A�Mtlask mW mmenap4le evM6m" of eeraRmeot in the E-Verifv aroaram shall decrrt the Venders pe" a at* nt+rc MMjMjHj!2 Iu4ns ` rrrw.t±-i'crlr%'.&W a --- Collier County WILL not inteatiaiially award County comuuis. to any Vundrn who knowingly employs unauthorized alien worRets, corminning a vialauon oflhe employment provision ocmmi mod in 8 U.S.C_ Section 1324 4e) Section 274A(e) D{the Lmmigration and Nationality Act ("INA" ). Collier Coutuy may oanstderdw emphryurient by any Vendorof unsudwrigg! aliens ayialation dScoion 274A (e) ofthe I[NA_ Such Violation by the recipient of the Employm of Provisions contained in Section 274A (c) of the INA shall bta grounds for unilateral termination Df the wotrut by Collior County. Vendor attests did they ire fully cumplimm with Ed applicable immigration laws (sped fically to the M6 Immigrati(ai Act and subsequent Amendtrunt(s)) and agrees la comply with rbe provisions ufthe Memorandum of Understanding with E-Ycrify and to pm videproo#'of cnrollm nt in Ilic EmploymcntEligibility Ve�i£cation System (E-Venfy), uperd(ed by the Depuitmcnt of Homeland Security in porinerAip wilh the Social Security AdmLoistration at the time of 5UbM1sSiOR Of the Vendoi'y proposal. Company Flame y� Prhr Name FvAik.t. .. 4 � Titlo its ti,l llr I Dhl �i f7' I ylp -Kg mture _ .rif1 1 .f`111 Dare el�-.. I32tl'k1:'4c' AN Form 5 Immigration Affidavit Certification p_ 2$ Page 131 E y of ml E E Y 6 Q r Ur Z I I U I I N I rN c o R j E Cc I cc E T cQ ^i f/i c b d n Am pz° UN r5 ° ";� 9r o= o r Ud O 6 6✓1 c O rK - 'u VO y wC < 6 i U Collier County RFP #19-7657 Parks Activity Management Software Solution OvierCounty Sofld UonN-7837 tnsr fiouinty Furor 6: Vendor Substitute W - 9 Request for Taxpayer Idenlirwalion Number and C'erdfication In aoeorrinrtcr with the Internal Revenue Service regulations, Collier County is requimd to collect the fallowing information Fortax mpartimg purposes from indixdduals and companies who do husinem with the Counry(including social security numbers if used by the individual or oorrlpany far tax reporting putpwcs), Florida Statute 119,071(5) requires that the county notify you in writine Of the reaso-n for culleating this information, which will be used far no other purpose than herein staled. Pleasr complete a]I inFnrnuatiom that applies to your business and return with your quute or prop -mat, I. GeneralInformation(2rovideallinformal [on) TaxpaycrNminE Global P (as shown net irreonre I= return) Business N91mc OY'deYke4e r frune kvTa ter mane) VIM.- Active Nehmj*L.LC Address 717 Nbrrh Harwood 51 Suite 254)0 City Dallas. State Trx e_s Zip 75201 Tcic hone 464 294-7-.62 Email am ,lmn -h s.com Order lnrarma"n.(ejuMbeMedo" Remit) Prtymt•nilnrurmatiunj,%jW(hei"4Nj" Addrrm717 North harwoad Street. Smite 250G Address P. O, Sax 744932 City Dallas Stater Zip75341 City Adanta Slate GA zip VJLA932 Enmil F.mall 2. Company Status (check vaiyone) Individual! Sole Proprietor Carppr$tiion Pahnardup _Tax Uempt (Fedora] income tax-exempt entity XX Limi rod liability Company underinternal ReVenue Service guidoiineslRC 501 (c) 3) C —Enter the tax classifleadon fD = Diare aided Enffi 1, C = Ca rariau, P = Partnersht 3. Taxpnyer Identification Number (for tar r-epovrMgpurposes o*) Fedetni Tax Idenlificarion Number (TIN) 5�25679D3 odors who do not havc a TIN, will be rcgairad to provide a Social security number prier to en award). d, Sign and Date Farm Certirrctrion; Uetaf ualfiea ofpeyymry, f cerlify Mal the in orvrmlirw shown orr rhisforor is career to my knowledge, StgnwreDate November 25, 2019 Title Director, Accaueting Phone Number (214) W-7425 1 N200011d 5:18AM Form 6 Vendor Substitute W-9 p. 24 Page 132 Collier County RFP #19-7657 Parks Activity Management Software Solution LtiSUKA. -:CE_ -NMBQ DLtiGREQI-=hIE,Ts Insurxnre 1 Bond Type Required Limits 1. ® Worker's Compensation Statutory Limits of Florida Statute- Chapter 440 and all Feder?' Government Statutory Limits and Requirements Eiidence of Worker' Compensation coi-e a ee or a Certificate of Ezemption issued by the Stage of Florida is required. Entities that are formed as Sole Proprietorships shall not be required to provide a proof of exemption. An 3pp1ic3tion for exemption can be obtained online at hops. ±fapps.fldfs.cornbocesempt 2. ® Employer's Liability 5_: 00.000 single limit per occurrence 3. ® Ca*'MMTCial Geoeaal Bodilylujury and Property Damage Liability (Occurrence Form) patterned after the current S_1,000,000 single lianit per occurrence, 52,000,000 aggregate, for Bodily ISO form Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractor-,; Prodnets and Completed. Operations and Contractual Liability. 4. ® Indemu c tion To the maximum extent permitted by Florida law. the Contractor+Vendor shall defend, indemu fy and hold harmless Collier Caunty, its officers and employees from any and all liabilities, damages. losses and costs. including, but not limited to. reasonable attorneys' fees and paralegals' fees, to the exienteausedbvthenegligence, recklessness, or intentionally wrongful conduct of the Contractor! Vendor or anuooe employed or utilized by the CGntraetor:V endor in the performance of this Agreement. 5. ❑ Automobile Liability S Each Occurrence; Bodily Injury & Propexty Damage: D%med'Non-own,o&Tfired: Automobile Included b. ® Other insurance as noted: ❑ Watercraft 5 Per Occurrence ❑ United States Longshoreman's and Harborwmkers Act coverage shall be maiotalaed where applicable to the completion of the uwk. 5 Per Occurrence ❑ Mantime Cav-er3ee (Tones Act) shall be maintained where 3PpILC33_e t0 the C4mpletkGn of the Wi)ik. S Per Occurrence ❑ Aircraft Liability emwage shall be earned in limitr ofmot lass than$5,000,000 each occurrence if applicable to the completion ofthe Services under this Agreement. S Per Occurrence ❑ Pollution S Per Occurrence ❑ Professional Liability S Per claim & in the aggregate ® Rmie€t Profemional Liability t 1,000,1100 Per Occurrence ❑ Valuable Papers Imswaoce S Per Occurrence ® Cyber Liability 51,000,000 Per Occurrence ® Technology Errors &. Omissions $1.040..000 Per Occurrence 7. ❑ Bid bond Shallbe submitted with proposalresponse in the form of certifiedfmds, cashiers' check or an irm-ocable letter of credit, a cash bond posted with the County Clerk. or proposal bond in a sum equal to 5% of the cost proposal. All checks shall be made pavable to the Collier County Board of County Commissiooern on a bank or trust company located in the State of Florida and insured by the Federal Deposit Insurance Corporation - Form: Insurance and Bond Requirements Page 1 Page 133 Collier County RFP #19-7657 Parks Activity Management Software Solution Collier r-minty sadblion 10L7557 8, ❑ Porfurmurvx and PaymCnt For projects in e:tcrss ni' S24a,d00_ bunds shal I by suhmllied with the cxmuted coetrav HrXW5 by Proposers receiving award, and wrltlon for 103%al'urr Conlract am-&d amount, thr +SOSI burne by the PrapoSCr reteiviag an uward. The Pcrfatrnarrue med ftymcnt Rands shall be umdetwritun by a surety authoriaed in du husinm55 in the 5iate of Florida and uihtTwiLgc acccpoblo to Owner; provided, however, the sumky shal I be rated as "A.` or hater as to gcncral policy holders rating aqd Cl2ss V or highnr rating ak to fl manuial size cotgory and the amount requirM shall nut exceed 5% of the repurted policy lu5ldcrs' surplus, a]I as reported in the most current Rest Key Dating Guidk, published by A.M. Bast Company, Lnt. of 75 Fultim StrccL, Now York, New York 10039. 9. Z Vendor shall ensure Lhai all subeomrxtors Cow ply wish the same insuranc4 lequircments LhaL he is rcquimd W invm. 'J'he Sarno Vendor shall peovide Couai} wilh cerki I'Lcwcs of insurance rn"c ing she Tcquirrd insurance pmvi sions. 10. 0 Collier County must he named &S "AD DI IIONAL INSt)HE;D" on The Insurmur Ccrtifieatc l"nr Corinmercial Gimmul Liability where required. This iesurarsoe shalL he primary and non-conirlbuiury with respcct to any 04her insurannx maintained by, or available for lho bene Ck of. the Additional Insured and the Ycndor's pol icy shall he erkdomrd acoordiggly. I I, l] The C'crriiicatc Tlolder shall be named as Collicr Cnunly ❑uard of county Commissloners, OR. Howrd of County Cummissiunws in Cull ter County, C)R Call ier County Government, OR Collier C'oullty, 71u: certificatcs of rnsurance im LIS[ Stair theConlWt Number. or Prnlect Numher, of spxllit PMjeoL description, or raugl read: Fur any and all work performod en bahill f ofcollier County. 1'2. M On all cer lifrra6cs, the Certlfksrte Huldrr must read-, C ol.Lier Couniy Board of Cnmm ismancrs, 32y5 Turniurni 'trail Fast, Nup1Ls. F'I. 34112 13. M 'rhir y (34) 0`ays canmiatlgn Notice rtmluircd. 14. Coll ier County shall prsx:urc and maintain BW Idets RLsk Insurance on all Convirwi0n projects where it is deemed necessary. Such coverage shall he endowed to Cover Lhe inkcrasts of Collier County as well as Lhc I'nntraClur, Premiums shall be hilted Lo the prrrjtrt and the Contractor shall not include Builders Risk premiums in its project proposal or pro*t billings, All Lit stiuns regoding Builder's Risk Insurao;.; ++ill he addressed lby thr Cosier County kirk Management Division. W1 I rl4 - cc Vcador's Insurance Stal ement We understand the insurance requirementsnrtheg45p,sCifcndtjns umd that the evidence of insurability may he FOquired within five (5) days of the ;m-ard of this sniid twti on. The in surunor submitted must provide aravtrugo Cor a minimum of six (6) munihs from site Jaw trf award. NainC of Firm AVFIY Nctuork LI ; I.t�fiin Vendor Signature f PrieL Numr Devery Gaulir Datc Uoccmher 12. 20 19 IMStrtdnucAgvr:U WilligT0LARMWaLsunInsurance and AONInsurunauScrvices,Inc. A.Uvni Name They are brokers_ our aerate. _ 're1€phone Number 1 U2DL2d19 6 1n AM Form: Insurance and Bond Requirements Page 2 F. 26 Page 134 Collier County RFP #19-7657 Parks Activity Management Software Solution rEmail: Barbara. Lanceacolliercountvoov.net co er country Telephone: 239-252-4399B AdminstraGve Servioes DepaaniM Pmcu 7rmonL Snrvimn Iry on ADDENDUM # 1 Memorandum Date: October 31, 2019 From: Barbara Lance, Procurement Strategist To: Interested Parties Subject: Addendum # 1 — 19-7657 Parks Activity Management Software Solution This addendum has been issued for the following item(s) identifying clarifications, changes, deletions, or additions to the original solicitation documents and bid schedule for the above referenced solicitation. Clarifications: QuestionlAnswer 1: • Who is the County currently using as their payment merchant provider? Collier County uses JetPay d Global Payment Systems used through Active Net using Paymentech devices. W hat data will the County be migrating from the current system and how marry years of data? Five years (5) - Facility type, facility fees, customer data, fee schedule. • Is this County able to provide the TACS document in a useable, concise excel format? See attached updated TACS document 19-7667 Addendum 1 TAC5—VI 5 v2.xIs • There seem to be quite a few links in the TAC document that we are to subm it with our proposal and we cannot access them. In an effort to better clarify ALL documents that are REQUIRED with submission to avoid disqualified, can the County provide as all in one list, orattachment in the Addendum? This will avoid unnecessary disqualification based on uncertainty. See attached 19-7667 Addendum 1—TAC S—V75 v2.xIs. • Is it possible to request an extension while we wait for a more usable TAC document? Extend (I I week. What is the driving force behind the change from legacy to new software? Expiring contract. what is the Count3's ideal timeline for this project to begin? June 2020 and go live W. May 2021 what forms are to be completed and included by Vendors providing SaaS services from Canada? Unknown what license are we to include as Canadian based SaaS provider? Unknown Is fingerprinting a necessary part of this scope of work? No In TAC section, C18: C76, page 59 - The candidate is to provide a Topology Diagram, can the County please clarify what they picture this to look like by way of an example? are you looking fora TD for each Hardware piece? Collier County Information Technology is looking for a network topology diagram; we usually like to receive these documents in Visio format or a similar software platform. On this diagram, we are looking for the fallowing: Addendum 1 Acknowledgement page 1 Page 135 Collier County RFP #19-7657 Parks Activity Management Software Solution Public I Addresses of Vendors servers that Collier County will he accessing from our ne--v..7rk so that we can whitelist the I Addresses A public URUdomain that Collier County will be accessing from our network so that we can whitelist the domain in our system diagram must show how traffic flows up to the SaaS site in the forms of arrows or a flow -chart type of diagram Diagram must show any protocols that are happening an the network side when accessing the site. or using the program such as TCPIIP or HTTPS Diagram should depict a user at a computer on Collier County's network accessing the software, utiiL7jng the software, processing a transaction o Diagram should include peripherals that interact with the SaaS platform and any protocols or programming languages it is using to do so; for example showing how the software sends data from the interne# to initiate the credit card machine using a protocol or a programming language such as Java. Please find the simple diagram below as an example; we would need protocols and coding language shown. Internet Vendor Data * [enter ar BCC Computer Addendum 1 Acknowledgement page 2 Jetwork Page 136 Collier County RFP #19-7657 Parks Activity Management Software Solution CHANGE: The "QuastiordAnswer" period has been extended from f NOvambar $r" 0 5!00 orn. The Bid "End Date" has been extended from NeVeffl6eF W' 99 0 to! November 151J1 {Z� 3:00 pm. CC: Matt Catoe, Project Manager Please acknowledge reaelpt of this Addendum and include with your bid, President 121061019 (Signature)pate ACTIVE network LLC (Name of Flrml If you require additional information, please post a question 4n 13IoSyno on-line or c*ntact me using the above contapt Informallon. Addendum 1 Acknowledgement page 3 Page 137 Collier County RFP #19-7657 Parks Activity Management Software Solution EmaM Barb®ra.LancegtaalliercolintvQov.net a 11 0"Mty Telephone: 230-262-MB Admirtbtra Sereioes Depaavnent Procurer-lemSerrcea Q094m ADDENDUM # 2 Memorandum Dates November S, 2019 From; Barbara Lance, Procurement Strategist To: Interested Parties Subject: Adds ndurn # 2— 19-7057 Parks Activity Management Software Solution This addendum has been issued for the following items) identifying clarifications, changes, deletions, or additions to the orlginal solicitation documents and bid schedule for the above referenced solicitation - Change: The "QuestiaOAnswar" period has been extended from Neyem6e'° n to: November 1 Sth A 5!00 pw The Bid "End Date" has bean extended from " :4 '"ter to -- November 22"e A 3=0f) pin - CC'. Matt Catce, Project Manager Please scknaMedgo receipt of this Addendum and include with your bid. President 12fQ6f2Qt9 {Sign � t}2t2 ACTIVE rnelwprk LLC Name of Firm) If you require addluonal Information, please pest a question en Wdgync on-line or oontaet me using the above cunt -met i nformatlan- Addendum 2 Acknowledgement Page 138 Collier County RFP #19-7657 Parks Activity Management Software Solution G+ni�ier �.oz.rrvaty Admin Sen+� Departrnent �awoment Services Prvisicn ADDENDUM # 3 M emorandurn Dstp: November 20, 2019 From: Barbara Lance, Procurement Strategist To: Interested Parties Ema I I: Barb am .Larloencoll iercountvoov. n31 Telephone: 239-252-S9B Subject: Addendum 0 3 — 19-7657 Parks Activity Management Software Solution This addendum has been issued for the following item(s) identifying clartfications, changes, deletions, or additions to the original solicitation documents and bid schedule for the above referenced solicitation. Change. - The "QuestionfAnswer" period has been extended from ^OVeMb^ '^ 16"' 0 15Y99 PrR to: November 25"' Cai 6:00 Prn. The Bid "End Date" has been extended frorn WGVeRRbOF22- @ !013 PM ta: December 61" R 3,00 om, CC: Matt Came, Project Manager Please acknowledge receipt of this Addendum and include with ypur bid- rr Pra5ident 12/05/2019 r-. (Signature) Gate ACTIVE network LLC (Name of Fimt) It you require addidonal Intormatlon_ please post a question on 0idsync on-line or cameo1 me using the abcre contact inforrnation. 1 Addendum 3 Acknowledgement Page 139 Collier County RFP #19-7657 Parks Activity Management Software Solution CJOpwr C runty Adminlsl a "SaMms depalTient PrGC.WnUH 5omau DLiyisio" Memorandum ADDENDUM 94 Date: Nova rnaer21, 2 91 9 From: Barhara Lance, Procurement Strategist To: Interested Parties Email: Barbara. LangeQ�mlliercounlyoov.net Telephone: 235-252-8093 Subject: Addendum # 4—19.7657 Parks Activlty Management Software Solution This adderidum has been issued for the following item(s) Identifying alsrlflcations, chsrig es, delations, OF additions to the original solicrtafion documents and bid schedule for the above referenced solicitation_ Change: The 'IQ uestionlAnswer" period has been extended from NIGLoambeF 25 9 A0 PFR to; December 13'" g 5:00 pm. The Bid "End Date" has been extended from December��-(§ 1010 p ta: December 201"-a 3:00 pm. CC: Matt Catoe, Project Manager Please acknowledge recelpt of this Addendum and include with your bid. p President 121Q612019 �Slgnsture) Nte ACTIVE networkLLC (Name of Firm If you require additional information, please past a questlan pn BldSync on-line or contact nw usikig tl1w 2hove contact Information, 1 Addendum 4 Acknowledgement Page 140 1 /7/2020 Detail by Entity Name DIVISION OF CORPORATIONS m! official .5we of Florida websile Department of State / Division of Corporations / Search Records / Detail By Document Number / search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=ACTIVENETWO... 1 /2 1 /7/20� 0 Magnum, DAVID E. 10 GLENDALE PKWY NE NORTH TOWER ATLANTA, GA 30328 Title Treasurer BREADY, CAMERON M. 10 Glenlake Parkway NE North Tower Atlanta, GA 30328 Title Secretary GREEN, DAVID L. 10 Glenlake Parkway NE North Tower Atlanta, GA 30328 Title Member GLOBAL PAYMENTS, INC. 10 Glenlake Parkway NE North Tower Atlanta, GA 30328 Annual Reports Report Year Filed Date 2017 04/11 /2017 2018 01 /10/2018 2019 01 /16/2019 Document Images 06/10/2019 -- CORLCRACHG View image in PDF format 01/16/2019 --ANNUAL REPORT View image in PDF format 04/30/2018 -- LC Amendment View image in PDF format 01/10/2018 --ANNUAL REPORT View image in PDF format 04/11/2017 -- ANNUAL REPORT View image in PDF format 02/10/2017 -- CORLCRACHG View image in PDF format 09/28/2016 -- REINSTATEMENT View image in PDF format 04/01/2015 -- ANNUAL REPORT View image in PDF format 05/01/2014 -- Foreign Limited View image in PDF format Detail by Entity Name Florida Department of State, Division of Corporations search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=ACTIVENETWO... 2/2 Collier County RFP #19-7657 Parks Activity Management Software Solution Terms and Conditions Please see the following pages for a sample of ACTIVE's standard terms and conditions. PRODUCT AND SERVIGES AGREEMENT Clan Mt17A7o11 ONGANIZATION FULL LEGAL ADDRM, NAME: CBNTACTNA1E: Tn MW- Erna: OVETWENN OF AGREEMENT This Areement corgi of this cwerpaye, the Schedule, the General 7e s, and the follmiN9 Product Ala2hments: Recreaban and Y emberslip Ai—p.eid Product Ath.chment NOTE: If Client istas exotnm certrri alg must be omvided along with signed c*FFbrXL In consideration of the mutual promises and covenants wwai nod in [his Agreement, Cl iont and Acdwo hereby agree to be bound by this Agrosmard. By signing below, Cl W acknowledges and confr that it has road this Ag roomomt CLIENT ACTTVE NERVOW, LLG SgnaMe: Sicr bae: Name: Name: Title: Tile: Dale: Dare: Active Ne4rwk. LLC 717 N Kmwmd Sheet, Suie 250. Dallas, TX 75A1 Telephone: (%9) 29"M VeFEIM IDMEJ16 ..? Page 141 Collier County RFP #19-7657 Parks Activity Management Software Solution Producta and Services General Terms 1. AGREEMENT STRUCTURE AND SCOPE GonhX1A IA. General Terma and Incorporation of Product Terms. This Agreement establishes the gene'al terms and conditions to w hir:h the parties have agreed to in order th facilitate the Iicens g cf Software and the provision of Prodre-s. Additional Pmduct specifo :e'TS and cmditioos are set forth n one or more documents referenced in the appioahle Schedule, each of which is incorporated herein (each, a 'Prod uct Attaohment'). Al references to the `General TeuW mean ills document, exclusive of Product Attadonents and Schedules. 12. Incorporation of Schedules. The parties may enter into new Schedules from time to tine. Each Schedule incorporates the terms of these General Terms and the applicable ProductArtichmenL 1-3. Incorporation of EULAa- Cliees use of anyTlhrd Pally Products hereunder may be subjectio, and Client will canplrwith, this Agreement and any applicable Thud Party EULA]s). 1.b- Aifiliatea- GienfsAffiliales may order Products from Active (or one ofAc5ves Aftiiates) by entering ir:o a Schedule. n the ever: fat a C ier: Affhlate enters into a Schedule witlhActive (or anAtfiliale of Active). reference in this Agreement to 'Client and -Active' will ccear the respective er:ty 137 acoep:s ;aS desorbed it the Preamble) the appicable Schedule. Each such Schedule will he deemed to he a separate agrmmrent 2. FINANCIAL TERMS 2.1. Fees; PaymentTerme; Currency. Fees, currency, and payment terms are specified in the applicable Schedule. Ueless othenese specified r the Schedule all amounts oared by Clienttha; are ncc directly cdkcted by Ache are due from Client euthin 3U days from either (a) the end of the reTttarce cyoe during whi h the fees accrued (if related to registratona o•aansactim processing-, or ib) the dale of the applicable invoice. Past due fees wil accrue nteresa at the lesser of the annual rate of lDr%per annrm or the maximum amount permitted by applicable law. In the eveni ofany non-paament or delay in paring a fee, Client agrees to reimburse Active for anyfees and expenses incurred in is collector efiats. Payment of fees is under ne 4rumstances 546jed to u r conditioned upon the delivery of future Produf3 or hnctionaity. Except as otherwise provided in a Schedule, Acdve may moldy the fees once per calendar year upon 3a days' nc6ce, provided the: any such increase rill not exceed 125% over the thencu r eal fees. 22. Ta:ea- Tl- - - : -; ; a.greemer' , :: , :.- —axes. Client is responsible found agrees to pay any and all Taxes. If Client s tax-exeTV. C ier: will sand Active aooprof-.s'aito-:ax-i�=Yptoentfw:;er;r nil ?K Cob'e it, -=-sellerscenifhca,elprb--.Dexecukncfany Schedule. aientissolely respansbefor de.c'TMir g which, if any, Taxes apply to Clients use of the FroduC:s : - :: -::'a g remitting. and repartrrtg hue ocnect amounts of all such Taxes to the applicable gcverumentnl awthorities, even iActive provides. Cent with toalstha.:isis:v er:rrdoingso. Inthe event ihalagovernmental authoriyrequires. Adivelapay any Taxes ataivutable to Client's use of the ftaluots. Client agrees to defend. indemnify, and hold Active harmless frm al such Taxes and all costs and expenses related thereto. 3. UNITED RIGHTSAND OWNERSHIP: INDEMNIFICATION. 3.1. Reservation of Rights- All rights not expressly granted in this Agreemenl are reserved by Active and its IicEnsora Client acknowledges that (a) all Protected Materials are licensed and not said. (h) CJientacquires enlythe right to use the Products in acx:ordance with this Agreement and Active andlorh icensms rill retain sole and exclusive ownership of and all rights, title, and interests in the Prodwis. ndudng the follDwing: @ al Intellectual Propery embodied or associated with the Products, ]1 all deliverables andwerk product assodatedwflh the Products, and {ij all copies and derivative works thereof; and ]c) the Products. rrchudng the source and oNeot codes, k4c, and structure, contain and constitute valuahletrade secrets of Active and is licensors. 32. Reatnotiona- UNess crthenmse sei forth n a EULA Product Adachment, or Schedule, Clierhi wail rhot itself, or through any Affiliate, employee, omsultant contractor. agent or other third party: (a) sell, resell, distribute. host lease, rent license, or sublime. in whole or n part the Protected Materials; (b) decipher.. decampie, disassemble, reverse assemble, modify, translate, reverse engineer, or otherwise attempt to derive source code, algorithum, tags, spe:ifcatioris. architecture, structure. or other elemer-s of the Products in whale or in parl. for competitive purposes or otherwise; (o) allow access to. provide, drm ge. or make available the Protected hlaierials to ary user otherthartthme who are licensedth have such access;{d)writeerdevelop anycierrrativewarksbased upcm the F oduo-s; (e) modify, adapt translate, or otherwise maze any changes to the Products or any pan thereof; {f] useihe Pratected Materials to provide processing services :o third parties, orolher ise usethe same on a service bureau basis; {g) disclose or pbfish.withou; Active's prior writer consent @ performance or capocty =_::iJsnc=_. or the results of arry benchmark test performed or lie Products, or {% the ,erm5 (but not the eaiStenCe] of this Agreement a oilier valuable trade sec�e� cf Actti, a cr i� k*msors; (h) withoutActive:s prior wrtter ccnser:. pefann cr d&ose at cause to be performed or disclosed any nfonnabDrt related to any secury penetraion o- similar tests, (i% disdose or otherwise use or copy the 'rocected Vaterials except as expressly permitted herein @ remove from any Product identfication. patent copyright, trademark, or other notices cr cramvent cr disable any security dehioes functionality or features; Ile) contest or do or aid others in contesting or doing anythiig which impairs the validity of any proprietary or Intelecval Property rights. title, or interesisof Active n and to any Products; (I) use the Produms fo, other than awthor¢ed and legal purposes. ccnsistenl with all app cable laws. regulators, and the rights of others; (m; take any steps to avoid ar defeat the purpose of secuhy measures associated with the 'roducis. such as sharing of login and password nfornwhon. or attempt to c►cumvent any use restrictions; or {n) except as eapremy permitted by this Agreement, use the Protected Malerials for host hg purposes. 3.3. Enforcement Client will (a) ensure thal all users of Products comply with the terms and conditions of this Agreement; (b) prcmpty notifyActrve of arty actual or suspected vidationthereof; and {c] cooperate with Active with respect to any nvestgatim and eaforeementofthis Agreement. 3A. Intollectual Property IndeimitiCatl6n. Active agrees to defend; settle. and paydamages]indudng reasonable attorheys'fees; rel36hgth anythird parry daim. demand; cause of action, or proceedings (whether threatened, mse ted. ne filed) Nlaima') against Client to the extent that such Claim is based upon Active's Proprietary Products ]excluding Third Party Productsi drecty imHngng a United Stales patient registered United States copyright, a registered Unced States trademark: provided thatthe P"LzA5 are used it Mxrpiancewhh this Agreement veteton: lDMU16 Page 1 Lf5 GenEEN-Fem �! Page 142 Collier County RFP #19-7657 Parks Activity Management Software Solution A- DISGLAIMERS AND LIMITATION OF LU481LITY. THE PRODUCTS ARE PROVIDED ON AN 'AS IS' AND 'AS AVAILABLE' BASIS. TH E WRRRANTI ES, F ANY, SET FORTH HEREIN AND I N THE PRODUCT ATTACHMENTS ARE LIMITED TO THEIR EXPRESS TERMS AND ARE IN LIEU OF. AND ACTIVE, ITS LICENSORS. AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN. MC_UDING ANY (.a) WARRANTY THAT THE PRODUCTS ARE ERROR -FREE OR 'BUG' -FREE, ACCURATE, SEC RE, OR RELIABLE; jb} WARRANTY THAT THE PRODUCTS WILL OPERATE WITHOUT INTERRUPTION; {c] WARRANTY'THATALL ERRORS WILL BE CORRECTED OR THAT THE PRODUCTS WILL COh1F_Y WITH ANY LAW, RULE; DR REGULATION; (d) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PUJRPOSE, TITLE, OR NON -INFRINGEMENT; (e) IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (t) WARRANTY THAT THE PRODUCTS WILL MEET CUENTS REQUIREMENTS ACTIVE WILL NOT BE LIABLE FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT, STATUTE, TORT, OR OTHERWISE), INCLUDING DAMAGES FOR LOST PROFITS, LOST SAVINGS, COST OF REPLACEMENT SERVICES, LOST DATA, LOSS OF USE OF INFORMATION OR SERVICES, OR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY: PU N rfIVE, OR SPECIAL DAMAGES, WH ETHER OR NOT ACTIVE HAS PREVIOUSLY BEEN ADVISED OFT-E'OSSIBILITY OF SUCH DAMAGES- ACMn TOTAL AGOREOATE LIABILITY FOR ALL MATTERS ARISING FROM OR RELATED TO THIS AGREEMENT IS _ VITED TO THE AMOUNT OF FEES ACTUALLY PAID BY CUENT AS CONSIDERATION FOR THE SPECIFIC PRODUCT UNDER THE APPLICABLE SCHEDU_E GIVING RISE TO SUCH CLAIMS DURING THE 12 MONTH PERIOD PRECEDING THE DATE ON WHICH THE RRST CAUSE DF ACTION AROSE. FOR THE 'UR'OGES OF THIS SECTION 4 AND ANY INDEMNIFICATION PROTECTING ACTIVE UNDER THIS AGREEMENT. REFERENCE TO ACTIVE WILL ALSO %CL..DE ITS SUPPLIERSAND LICENSORS. 5. TERM AND TERMINATK)N. 5.1. Term. The term of this Agreement will be set fort in the applicable Product Attacrnent. 52. Terminalkm. Either parlymay ienninatethis Agreement including any or all Product Attachments and Schedules executed hereunder. kw*diaisly u" writte-n nwtioe: (a) in the event that the other party commis a non -remediable materal breach of this Agreement am&or the applicable Product Atrachmeni or Schedule, or if the other party fails to we any remediable material breach or provide a wrier plan cf cure acceptable to the rwnbreachng parry within 30 daps of being notified in writing of such b ea: - =ccepl for breach of Section 2 of these General Terms which wil have a 1 d day oure period; or (b) in the event of institution of bankruptcy, receivership i-.--:- or other similar proceedings by or against either party under any section or chapter of the UNled Stares Banknptcy Cade, as amended, u- a .: :. aws sr -- :,ules of the United Stites or any stale thereof, if surch praceedngs have not been dismissed or discharged within 30 days after they are ....: _ ,==i,e :. T31kng of an assignmeni for the benefit of creditors •r the admittance by enter party of any involuntary debts as they mature or the i, - _- .. -:mgememt or other readjustinentof debt plan of either party not inucvng the dnited Sbb?s 3ar Kruptcg Code. Where a party u.,< ,r : :: - :,i A.grE-T=_nt such party may at i!=_ discretion either terrninme the emire Agreement or the applicabe Pr.-du:t Ftchment or Schedals r-: _ _ .. - -.-ruination of a Product Atatlh •rent will automatically iemhnate all Schedues er,e+ed eta pusuar::o stuh 'rc-duet Atachmeni. Produc Atac s -s ana :: . . < Tat are mottennim red will corar tie in fill force and effect underthe temp of these GeneralTemrs. Fotcwing termitator of this_ Agreernentc-:= :duct:•. -: a .-o•wihateverreasen),ifrequestedbvAcive,Clientwillcerfifythatilhasretumedordestroyed all copiesoftheapplicable Prcteced Materials and :: -swteo- era: -r, i iLs rights 11) use the same are relinquished. Termination for any reason will not Muse ClientS oblgafion to pay in full any and a amounts due r : - iri.l tern..-. -:n by Active result in a refund of fees pad. 6. BEN ERAL PROVMION3. 6.1. U.S. GG"mmont Restricled Rights. The Products are pwviided with restlded rights. Use. duplicator. D• d --::: r + c . 7e J.S. Gore nrneni is snbjec is restrictions as setforlh in subparagraph (c) of The Rights in Technical Data and Cc "f j-a Byte -'' : - - -- :-suhpardgraphs (b)(1) and [2j oftiha Commercial Computer Software - Restricted Rights at 48 CM 52.2V-1i == ot-r t.s -r.: ',':r :: r -. -;,.-k _LC Dr one of its Affiliates Dr subsidiaries. 62. Suspension_ Active wi be eroded to suspend ary cr all Services or deacth•ate Client's account it :.ling, sispending to perbprnance and obligation in remit payments hereunde,. upon 1 D days written notice la viertm the event Active reasonably believes that C. -r.: s in beach of f S Ag eememt. 6.3. Fores lAaje o re. Neither parry will incur any liability to the other party on amount of any loss, claim, damage, or liability to the exteni resulting from airy delay or e -: c s , _ : - --i} pad of this Rgreernenl, if and to the exlemt such delay or faiure is caused, in white or in part, by events; occurrences, or causes he3rcnd r e — : : a :: • %1 :rid wfhdut ary meglgence on the part of the party seekng protection under this subsection, indudng nternet service provider or third party ps. r rs ...: faikires, acts of God. stiEes, lockouts, riots, acts of war, #ertoiism, earrhqualm: fire, or exploskm. Dates by which perfuxmance obligations are scl,,ecu eo -c Le me: will be extended far.a time equal to the time Iasi due io the delay so caused. Bit. Assign mant. Adtiue mayas*m this Agreement and any or all of its rights and obiigationshereih without Clients approval. Except as provided in an applicable Produce Attachment, Client may not assign or timsierthiss Areementwithoud the prior written consent of Active. B.S. Expor4 Anti -Bribery. The Produofs may include encryption software or otherenoyptim ItEchndogies&W may beomtrolled forivpDrl, transfer, export or other purposes unde• Expert _aws. Client mar not export m-eWorl, transfer, or re#ansfer or assist or facilitate in wffmanner the eWod, re-export, transfer, or re -transfer of or provide access to ary pc ton of the Produp% in violation of Export Laws, as detemuned by the laws under which Client operates, ncludng: (a) to any country on Camada:sArea Coraar List i161 to arty ccahtrysrbjecito U.N. Security Council embargo oractim: ]c) contrary to Canada's ExportCoritrol Usi Item 5505; (d] to countries subsectito U.S. economic sanctions and embargoes; and (ef to persons or entities prultiited from receiving U.S. eaportsorU.S.-origin items, including: to any person or entity appearirg am the OSA of Foreign Assess Cunt-:' = Specially Designated Nationals and Blacked Persons List; true Bureau of Industry and Secumyfs Denied Persnm List. Entit+ List, or Unverified List or the ❑epa- a - sf State Debarred List. Client hereby represents and ox}vetantr that (i; Client is eligible la access the Produc-s order Expert aws and all other applicabl= ar : d (i} Client will inport eWrl, re-eoport t-mrfer, or re -transfer the Products to, or use ar access the Producs m ary resur.ry cr territory only in aec:-�. - : a Experl Laws and all other applicable laws. Furthermore. Clieni hereby represents and csvenanls that. in omn me:fic r.- `= respective activities _ Agreement, it will comply with the U.S. Foreign Corrupt Practices Act of 197: as amended, the U. K. Elbe, = : := _: ' as amended, and the C c, . e:.c- : _ : r gating Briery of Foreign Pubic Officials and has notand will notmake or receive; directly or ndirecty, ;y'. { :., " _ ;; :- } -tn, or offers v parr ses of payramrs gifts or tngs of vauue in exchange for anything that may arise out of this Agreement in a manner that would vie s-e :-se s, = sod rules or any ater applicable am&mrrtrpticn or aribriery laws or regulations. Version: i 3,UE,116 Page 2 orS General Terrors �! Page 143 Collier County RFP #19-7657 Parks Activity Management Software Solution 5.6. Naticea. Any ratices required tit be grren under this Agreement will be in writing senttothe address on fie with Active for Client or, in the case of Acme, to the address set forth in Section 7 of These General Tema to the a16Ention of Legal department Notieesw it be deemed received the next day if sent via DvErnight mail or mourierwdh oenfirmation of receipt, or 3 days aflerde"ed n the mai sent certhed or registered. 5.7. ReLationahip_ This Agreement is not intended to create a partnership, franchise, jDk venture. agency, or a fiduciary or employmeni relationship. Neit her parly may bind the other party or act n a manne'which expresses ornnplirs a relationship other than that of independent txntractor. S.B. Severahility.Ifarypartorprcrrisixrofthis AgreernentisheIdtoheunenfaceablejIegaIornvalidhyacounofcompelen:ju- for any reasonwhatscewer, (a) the validity, legd'tr. and enforoeabi-.y of the remaining pmwisicros of this Agreement ;including all portions tofany provisions ::r : onp such unenforceable provision that are mot themselves unenforceable) will na1 in anyway be affected or irWaired ferehy, and jhl to thefullest eaieni passia - - - _Iforceable. illegal, a invalid provisionwill be deemed modified and replaced by a provision that approatrnatesthe nte-Mand eoanDmic: effect of the unenfwoaac - h.alidprovision and thisAgreementwiil he deemed amended accordingly. S.D. Sur i,al. The fallowing provisions wil survive anytermiiatiDn, cancellation, or expiration of this Agreement Sections 1 2,32, 4,52, tit, and 7 of dwse General Temps, and such other provisions that should reasonablysumetemnitation, cancelation, or expiration hereof- S.H. AmwOrnen#; No Waiver- No amendment or waiver tof any provi=ion of this Agreement will be effective unless it is in writing and signed by the party against wh ch : is scightm be enfartxd. 5.11 _ Entire Agreement This Agreemert constitute=_ the parties' entie agreement relating to its subject matter. It eameels and supersedes all prior or ccritemporanews oral or written communications, agreements, �egte<-:s =- e-ovsals. pmpmals, oomditicros, representations, and warranties, or other communication between the parties relating to its subject matter aswel as any t •:- ::-"7:'u3u agreements between the parties. No modification to :his Agreement will he hinting unless it is n wrung and in:Iude=_ a signature by an authcrzed -ec �- : . - .- 9�Dh party. All pre-printed terms of any Cfrent purdsaee order, business processing documeui, or Dm4ine;e-rS W11 have no effect There have been t--.: 7 --_entatDms or statements by any person or party to -M Agreement as an nducerneMfior a party hPreiom aoceptthis Agreement otherthan whatrs exp-csS.y sei forr ir_writing herein. S.12-flu Third Party EIGMfteiariea. This Agreement is for the benefit of the p. 7ra :--i- ; =; so :: id eermifted assigns; and does nos =nfr any rights or benefits or any third party, including any employee of a party, any client of o c -., :- - -.. a :. -a : _ : -r.; of a party. Notw9hstandinq the above, the pares acktwwiedge that all nights and benefits afforded io Active under f is AgreeT-" i ac L -} .:.... :: tcersaps and suppliers, and the owner of the Third Party Products with respect to the Third Parry Product, and such f d part es area E : ad this) p- - -` -s of this Agreement, with respect lothe Third Party Product as applicable. S.116o,arning Law and Venue. This Ag eemient will be governed by the laws cf the Save ci --,:I: with: sF-c: x� the rxmfict Cif lawn provisions thereof. The parties irevocahly agree tat ary lEgal actcn or proceeding relating to t b Ag reememt rri' e - ::i6uted :, . ;r federal court in Dallas County, Texas. Neither the United Nations ComerJzii cf Corrac-s fix the Inmmaticna Sale of 3oo'!2 --ni=orm Ccrmpwer'Informotiom Transactions Act will apply to this Agreement THE PARTIES HERE-C IRREVOCABLY WAVE ANY AN D AL- :UG--S -_ -.- 3Y JJRY IN ANY LEGAL PROCEEDING ARISING OUT GF GR RELATING TO THIS AGREEMENT. 5A&C'rden of Pnticedenca. To the exher: any terms and oorditcns of these General Terms confliot with the ietms and oonditws of any PhxhKi Attachment, the provisions of the PmductAttachment wil oorxl. To the extent any provision of these General Terms or any ProductArtachinen:=mflict with the provisions afa Third Patty EULA, the Third Patty ELILA will ccrtrol. In the event cf a conflict between a Schedule and -Mse General Terns or the applicable Product Anar lv . the General Terns or the applicable ProductAto-hument (as applicable) will control, provided, hawever, that such standard variable terms such as price, quantity; license scope. paymxmrt temps, shippiig instructions, and the like will be specified on each Schedule. 5.15.lydarprotafion. Any reference to a statuoryproviaion includes areference to any modfication orreemactrientofitfrom time to tine. The headings and pronouns oontaned herein are for convenience and ease of reference only and will not affect the oonsbwbDm or interpretation of this Agreement The word %ckiding' in this Agreement means Including, withoui knitation.' All references lc days means calendar days. This Agreement will not be construed in favor of or against a patty based tarn the author of the document 1.16-Cauntmparts. These General Terms and each Product Attadwx-nt Schedule, and any exhiibit thereto may be execuled in one or more r:ounterparts, each of which Will c:nstitrte an enforceable original of this Agreement and the parties agree that pdf scanned copies of sgnalures will be as effective and binding as original signatures. 5.17- Remediva Cumulartive; InjunDtve Relief. Al rights and remedies provided in the Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the parties, whether ppcvided by law, equity. strbrte, it any other agreement between the parties or mhenwise. Furthernwre, in the evens of a breach or Unrea;med breach of the ntellectua propeFy ❑hligiecns in this Agreemeal. Active, n additionto any and all ether rights {at law or in equity} which may be avaiab;e will have the right of injunctive elief and miler app cpate equihble remeies to restrain any such breach or threatened hrem h, wuthoul the mquiemeni of pasting a bond. T. DEFINMNS. 'Asti-e' means Active Network, LLC, with a principal place of busiress at 71 T N. Hymod St. Suite 25DD, Dallas, T ,752U1. taged'er a•f m ,Affiliates. =Affiliataa' of a designated corporation, company, partnership, or othe<entry means a entities- w•h ch control. are c ntdw by, or are under common ccmml with the named entity, whether d►eofy or t-,ough Dme or mrxe intermediaries. For purposes- of this detinitcm -corxlled' and romtrol' mean ownership of more fan 53% of the voting capital stack crother interest having vutihg rights with respectm the election of the hoa d of drectars or sidar gm•eming authority. 'Agreement' means these General Terms. together with all Product Attachments and Schedules accepted by the parties (as described in the Preamble). Version: 1 A9&16 Page 3 or 5 GeDeFBI Tetns �! Page 144 Collier County RFP #19-7657 Parks Activity Management Software Solution GGFhti-DdF Vien[' means the individual who i this Agreemenl (as descrbed h the Preamble) and any business entity on behalf Df which such individual accepts this Agreement 'Desktop Software' means each Active-deydoped and'or Adive-owned software product in marline readable coed code {not source code) Thai is installed on desktep(s) or servers} cantrdled by Client, the I]xu,nentahan for such product, and any Updates and Upgrades thereto. 'Documentation' means the user instructions. release notes, manuals, or on-line help files in the farm generally made available by Active, regarding the use of the applicable Snf ware or Services, as updated by Ac&e from time to time. =Efiac&e Date? means the date that Client accepts IhisAgreernentIns desch" in the Preambles. 'Export Laws' meams export control laws and regulations of the countries andior terMories in which Aeiwe operates or in which the Products are used, accessed, or irmwhichthe Products are provided. -Hardware' means computerhardware, equipmeni, am or utilities supplied by Active pursuant to a Schedule. 'Intolleotual Prapertyr' means any and all ntelk :u: € vcsr; and proprietary ryhts [rn who s- c ' car- =:_*i-=ss 7 arp ,r)r- r ,urisdiction inthe work, now or hereafter e.osting, and whether or not perfee.vi as : a:c-a'ed. including nveniions_ :e . -_ ::: . - �- - K.-:an: appkations, diiisions, and disclosures), capynghts and all works of auticnhio ;v.ned,a r -- copyright3blej, maral rghtc, eao- <=- s.s-_ eaa+..: ... —-r_ators of source (and the goadeil assodated therewith), service marks, trade dress. : _ 7odclogies procedres; process- now-hov. :: :. • ques. protocels, various concepti, ideas, methods, models, ternplwes, software, sour : - .+ a gorithms, tools, utilities, dhs gs ^e-- _ad features -= - + _;-huence and organization of software. user interfaces and screen designs, layouts, g_ra , o:se consulting and soRx;- Jess and rouJiro: :. -reroe and methods of operation of systems, training methodokgy and materials, which A:- is _reaped, acquired. or;-Fen-i has , �, .-s n, 1- ;:-icth with the Praduet or the performance of Services hereunder, create, employ, provide r: :—,:e. acquie. ❑r D-J-ery.,ra aa:an iq,m ir,. and i, , )as anyderivativeworks, alterations, and othermoditications using, wDrporatng, based or. or dc+—d Born tine foregoing. 'Maintenance bm icse' means tire provision of Updates and Upgrades reated ,o the Software all as more partimlady set oil in the opplimbe'rodua ANIDDhrrkeryt and,or SD�edule. =Preamble' means the firstparagraph ofthese General Terms. -Products' means, collectively, SaaS, Desktop Software, Services, Hardware, and al other services, products, or materials provided by Active to Ctienl under the temrs of this Agreement. :Professional Services' means the nhplementation, site planning, configuration, integration, and deployment of the Saftware or SaaS, training, project managenenl, and other corsutmg services. -Protected Materialsr means Products, except for Hardware. -Sass' means (a] fee software as service which is hosted byAchre or its hosting providers and which is accessed by aiew and is users via the niemet roj ActrveWs web sites; and (c) assoaated services, as mom fully described n the applicable Prodrd Attachment 'Services' means, cDlkctively, (a} Pmfessiowl Services; (b] Maintenance Services, ]c] Support Services; and (d)any o@hersenriees set forth in a Schedule. -Schedule' means the docurnew. schedule, quote, pricing form, web page, order fumy ors:niar dcwmentand the terms and conditions contained theren`aceeptee (an descrbed in the Preamble) by the parties that describers order -speedo nfonwtion, molt as a descrptiem of Producb ordered features, options, license details, and fees. =Software' means the SaaS and the Desktop Software, oolledively. -Supporl Servicss' meansthe provision of technical assistance for Software or Hardware asfurther descrbed'n an app cable Product Atiarictment andrior SdkKk&- Taxes' means any and all applicable taxes, including sales, use, excise, withhokng, assessments, stamp, transfer, value-added, duties, tariffs, exportcharges, innpott cha yes, and ether taxes or assessments (however designab* imposed by any foreign, federal, provincial, state, a Ixa 3cvernmenml authority upon or applicable to Pradw is arising owl of this Agreement, othertham tiose hale l onAdiue's net noome. Third Parry EULA' means the end user license agreement. I any, that accompanies the Third Party Products, which govems the use of or aomss by Cfierd to the applicable Third Party Produots. 'third Party Products' means those handware, frmerare andior software products, ndudig hues and enhancements therein. H any, owned by third parties, together with all user manuals and other documents acumpanying the delivery of the Third Party Prrrdlux;ts. =Updates' Tears bug fixes, paiches; Error crxrectons, moor releases, or modifioations or revisions that enhance existing performance of the Softwarethafareprovded as part of hiJr-erance Services. Updates exclude Upgrades. :Upgrades' means a new Software release that mWans majorfunc iDrolity enhancements or improvements; and v*idn is designated by am incremental increase n the release number, to the left of the decimal point 1by way of example only, release 5.0 deAnales an Upgrade from release 4.x1. Upgrades exclude new products, modules or fuotionalityfor which love generaly dwgLs a separatefee. Yanlon: 1 D)06J16 Page d of 5 • �ererat Terris �! Page 145 Collier County RFP #19-7657 Parks Activity Management Software Solution Car. j..T Vemon: 1 C.11F"16 Page 5 Dr 5 GenEFA Teens �! Page 146 Collier County RFP #19-7657 Parks Activity Management Software Solution CGntracl. 6 Recreation and Membarship lWarragemeril. Product Attachment This is 3 'Product AtlaichimenP as defined in the General Terms entered into by Client and Active and is 5111111111) an, r : :-e the provisions of the General Terms. This PKm*jd AllacchrinErmt is effective as of the date it is 'aDoept2al` (in accordance with the Prenn)K e 7,, ;he G-r.E.ai -c--Tus). Any terms riot defined herein have the meaning ascribed iDthKn in the III Terms_ i . SERVICES. Active will provide Services related to everits, camps: licenses: lasses, tickets, contest, peffrkits: facilty.equi"nt use, transactions: sales, membershiiiiis, reservations, dMiations, amWar activities (together. 'EveirilI including widwwt lirnitatiam access to its SamS. Client agrees to woperade with Active and to provide Ac*L, with certain inibmution relating to Clients aryamizzition as necessary, for Active to provide the Services and SaaS. SaaS provided hereunder are deemed delivered when acems is made available to Client 2. LICENSE TO INTELLECTUAL PROPEIRTYWONGTQN. 2.1. Active hereby grants to Client a limited, non-exclusive, mo"an3ferab e. io• -i)b i�,ii i -,stise dwing 7E -m of this PKmW Attaimlimemt (a) to use the SaaS for the purposes of offering, promoting, managing, tracking: and collecting is-;: , : : - - , - :: . - : -2rrVs E, Is v in accordance with the Agreement and the SdwdWe, which for purpases hereof will include the Support and rnairklEfla- :.-- -2 to the r-,) sa may be updated from time to time, such handbook being available for review in the Client portal, and (b) 1D display. imd transmit P T AotiI name and logo SDI* for the purposes set lartA in thiis. iSection 2. Client hereby grants to Active a limited Lo is- ir;:- ctomiled L, ,ir-� -.D Client's organcratiom and Event. which may include cadent regarding the Event. C enf:r organiiI name, trademarks, -L,. and aJri with the promotion of Clients organization or Events and the ServicesthatActive pmide2. 2.2. CAI W 11 T3k- b= = = nK s 77 c-ornote and encourage the use and availabilityofthe SaaS in O-,n'• --,7 -otior of Evers. Curing the terrin of this Froduat AII K, e and exclusive poviderafregistrailiom Software andother servi:, - X, and Services provided to Client heremdErfor all ci Events F, - I --r e -�'�s doing the term of this. Product s,-. sypresn y urderstzinds and agreesthatthe excljE 'c im forth in this L' )erabom in exchange forthL pric na K- K- F--- er-. he-eurder. 2.3. Active may preserd cornimerce afters to users who register for, Sign Lip, or o1herwise use the SaaS in connection with the Events ('End Ummj. Arry Such End Users may opt r tDreceive information, items, or prDirrkations6dealsfromAotive Drthird parties, in which case, Active or suchthird parlywill be respomsiblefDrUfilmerit and providing customer service for any such offers. Client will motpreseril any competing affersto End Users. 2A. CAI will: (a) not use the Sa3S to transmit, publish, or distribute arvy mait-rizil o,;rI f% for which C--eirltdoes not have all necessary r;ghb 31 licer5ers, 11110111diRg any Material at Information that Infringes: violates, or misappmprI 7- 77- -iird partf.. (i) that contains . :7, K -us or other code. files, or programs "nEd to dispupi or interfere with the fin.Iz o- - - Lr. r. misleading. (iu) that is D- ifL:: cly be perceived as being he-nifu threaleming, offensive: obscene, or otherwise c,. :-:K e: (Yj thatounmns avirus or malicious DtI or (q that molm, - - K.s7e information of analher iv.fcut express pe-ninson, indLiding but mat limited 7: ,,4a6on. soda security nziribers, credit card numbers or C!--qs- " -=ion which a reasonable person would consider private irk nature; (b) maltati- : :: ::-:. ': ," Ey3teryiE or mehivarksthal conned in the Services and .:33 except for the express purpose Musing the SaaSfortheir intended use; I ficz - ig;?e.- .�: , ^.- :rat nterferEn with ordisrupts the SaaS; (A motwsethe 2-3n,_- i MkrbDm crf the CAN-S 'AM Act. Canadian Anti -Spam Legislation: ar any other 3pp"Ip raw& pemaiming ID unsDkhLd email, SMS, text mmsaging or other electronic oommumimaotiors. 3. INFORMATION COLLECTION. 3.1. Active Collects GE:3in info,naJn 'vr T End _ien ico"acmey: -Participant InIUnTk3d1Dnclientmay 10gin tDActive's data management system to accessilhe Participant Informotr ' a -. . - . � -' - - ;L --.. :- its login inforrrzitcn and for the use or misuse of such information. Client will immediately disable a Lrserszioxsswhai2j2r* r- -..' :- ::<- : : :A::%-nvoriting f any such user is no longer awthorized or is usimg such information withoirtc-lieTVscomseni. Actuemay rely, without iI mcusive dClient's parent, subsidiaries, and affliated pintities, as applimblp, and each of their respective officers. dre-,-.-,r Mr.:3e� -r.: Hem: OWDE-. zigcm-.3: empayees, contractors, and representatives covenant not to sue and agree to defend: indemnify: and hold harmless AmivL from any 7 -)S W11SIFIg ffDT A-L-,-2 1p-o,, dirg: denying, suspending: Of modifying access 1D Of use of the SaaS and Services of any individua ns jitectLA by Client or by some: who Acme rezis,nab y. inol-r the cimministamoes. ' believes is wthorizpd to aci an behalf of Client. In the event of any dispute I a -m two ormore partiesas i, Ant ownership: C ier7 ag*E-s that Active will be Ire Sole arbiter of such dispute in its sole discretion and that Active's decision (whio, i, r,10- -.E-T 1,11' - -- !:';:- ' any ziccourtsi.6pot io dispute) will be final arid binding on all parties. Client agrees not to use the Software or Services to : e:-. : - ; .. ._,: s:.:i2:, m of data far defired in te European Union Data Protection Directive: as may be amended frDmtiFne to &I including. W r,: -ir-ol -e,c-: 0. 3in. political opinions, religious Dr other beliefs, trade -union membership, as well as personal data =mcernimg Hey 7- sexual .'- ,t crffr r,. i as expressly dirs"d by Active: and in such Event, only in pre-4efiried fields within AR Software that are intended for zmat pjrpase. -,- b) credit -5 -d rfo,rii-icm -zier than in pre-defiried fiE!I& within the 3DAwarpthat are intended for thatpurpose. 3.2. 3Y.h pairties agree to use the collected mfcrmajom In C-7 Te i�c with (ai} all applicable laws, ruler, and replartions: imoluding: without limitation: those governing privacy and per al Information (e.g., by ricuding mr aI ; ::- 'A, -SPAM Act and Canadian Ant -Spam Legislation opt out mechanism in email communications] and the use oferedit card data (e.g.: using credt oad imforTa-mr : - . -. *-purposesauthorized by the cardholderl; (b) applicoblecreditoard network mI and Payment Card lrkdusny Data Security Standards; and :6 Active's privacy p, :y os published an its welbsite or otherwise provided hyActive from lirm to firne. 4. FEES. 4.1. Clieni will pay the feer, as more hilly described in the applicable Schedule. Unless otherwise set forth in the applicable SchedLile, Active will charge registradiDin fees to individuals who regisler for the Events cr purchase goods or services Grime, and will process and Doled such fees as a merchant of record according to the wind networks. On a bi-weekly ba5is, unless otenvise 50 forth in the applicable Schedule: Active will pay Client 5wri5 due to Client I on the total fees collected. net of Amlifire's service fees as set forth in the applicable Schedule and any other deductions provided herein. The applicable currency will be setfDmh im the ScHedde. VeMi)n: G&UN17 Page 1 or .3 Reaeatlon and WrbEirshlp 61wiagerneal PrDducAAHad-irrient Page 147 Collier County RFP #19-7657 Parks Activity Management Software Solution contract l Al. Adwe may suspend its performance hereunder, including renrdti q pap -ran!= : -.i Tninale the Agreement or this Produd Adticlwa ent n the event it reasonably believes that Clients use of the Serviices or SaaS is not in oomptenoe with . - : - • c' the Agreement, is fraudulent, Dr is otherwise suspect: or if there is a dispute as to the legal authority of a Client -associated party to perform heresr.)=: i .:7 a -easDnably believes that a t•ansacbDm may be fraudulent or otherwise contrary tD lair, Active may issue an invoice Dr offset an equvaleni amcunt fray Client=- _ :: ow t Dr any payment Active owes tD Client and return the value to the End User [as set forth below; and if 50k ierd funds are nDi available: Client nisi reirnburee Ac- :n demand. Active will notify Gient of the reason for such offset provided that it is lawful to do so. 4.3. If the Schedule indicates that Clierni is paying Dn a sidsc*dm basis, Client will be invoiced for the first year of subscrgton fees upon the date of the first Ike Dperatiornal use Df the 5aaS for the Evemgs] j'Go4-ivs oats?), with smbsegrreid annual subscription fees berg invoiced upon each anniversary Df the CAD -Live Date. A.A. If (a) there are any overdue amourrb owed by Client; or jb} there are reiumed charges Dr items, including those resulting from arryerror or complaint related to an Event Active has the right to charge fees owed to Active by Client by issuing an invoice, Dr by offsetting the dekieroy fran any account balance Cliemd maintains with Active or any, payment ,active cries Cient 4.5. All fees desc!dedn the applicable Schedule are in ocnsidev6or DiffheSaaSand Services that Active provides. Active and Clientadtnaxiedgethal certaincredit card remcrk rides and lays prohiW imposing a sure n-ge that is ba=-ed cn the type of payment method used ]e.g., having a differen; fee for the use of a credit mrd us, debit card), and therefore, each agrees not iD impose such a surcharge Dn any end user. A.S. Ir..heeveml ' — : emterig into -Y _ '-oduct Attachment and using the Senices amd'or SaaS for the benefit Df a third -party Event or wgairtl3tion ('Third Party Recipient'], C.im-r, . - ---natktve c)r -ari t amoums Oect!yto the Thid Party Recipiemt identified by Client In addfim: Clieniwil cause each Third Party Recipient to agree to and x.Tp;, •.:r prc,, ;i-: -:::rs al eon, -= c-.:e ave of Active as Sector, - 7' the General Terms and Section 5 M this Prodw:i Atbcrneiit ih Clients agreementwil such 'arty =.ac c _ :. 2low d' - . _ :a chrain such agreement iomi3icms and the Failure result incosG or damagestpActive, Gent agrees tic defend, ode ,i=v, and hold Active i. -" ;:::-cm any such costs and .1, -- . -a: Yr.a. without limmitatiDm: reasonable atlDmeys' fees. In addition, Client is responsible and liar a ---e3Dh Third Party Kc-�.c ar.: c wnupliance with the terms .a , Lr.3 .::__ cf the Agreement. b_7- It is Clients respowilailily to nobly End Users -f Clier-.'5 %ehnd policy. Client mustensure that Client's refund policies are iorrsistentwiat the Agreement Client agrees that all fees for a given Event are earr s : : - :- v following eider the condu5ion or delivery of the applicable Event (as applicable) and all amounts ultimately due to Client will be net of all sery ee '_s- _ ". _. refunds, disputed charges, chagebaohs and other deductions whether due to cusiDmer oomplairtr, alegaims of fraud, discrepancies related to the aior - sit Dr otherwise. No payments wit he made iD Client with respect iD any Ever; that is cancelled. If papwrts have already been made by Active iD Client:,- a-imcelled Event or if Active reasonably determines thatit is prudent Dr otherwise neoessary ;o pay a refuel to or homra cha►geback requestfrom an End User, Active may issue an invoice or cdity an eguivalentamouni from Clients aDcouni or paymer: coved by Active to Client and relum the value iD the End User, and i sufficient funds are not available, Client must reinkre Active cm demand. Active will notify Client of the reason for such offset provided that rt is lawful to do so. A.S. Men Active is acting as the merchant of record and Client elects to include an additional fee in the End Users' cart that is identified as a'sales t3:e or similar designation, then: no morefrequentip than nnoe per calendar year during the term of the Agreeme i, A.dtive may: upon at least 5 M re i s 5 ;= Cri'-t, yen notice: [r] requre Client to send to Atdrve Clients hooks and records related io its sales tax payments, 3ndkr R visit Client•5 premises duri a " .a .: c 15irwss hoes to review Clients sales tax paymrerds. 5. INDEMINIFIGAT6N. Client will defend: indemnify. and hold Active harmless from and agnns; any third parry cairn: demand: cause c :::- : [whether threatened, asserted, or filed) j'Glaina'J agaitstAclive to the eakteni that such Claim is (a; based upon ji) ihju!y or death to a pers. i : - :: " - :v p-: resulting from the participation irk an Event operated by Client in connection with the Service=- arcVor SaaS; no Clients prDvi5i)n tc Active c-' .-:e :: produces, De services as part of Clients oblgatons hereunder that infringe the intellectual property rights of any third parry provided that such mmerial5, p•: r,: - seinioes are used by Acvein accordance yih theAgreemeni; jiii; use orunaathiorizeddisclosure of Participant nfDrrmation by Client Dr other third parties :: is given to Prheipant Infem akn as provided hereunder: ]r!] Clients use Df the Services arrdkrSaaS n vr:13Wrh Df Seehcn 2.4 of tihis Product AittYCh T -ri: i r! ar-y Chins for refunds, reversals Dr chrgeback requests from End Users; or (h) brought by a Thid Party Recg ent Dr brought n connection with Active's payment aD a Third Party Recpieni of any fees due hereunder in accordance idhthe Agremerit 6. TERM AND TERMINATOR. 6.1. Unless otherwiseset forth ihtheaplikableSchedulL. the imiIiial term V this Product Aftw0imeffl: will 62 fDr 3 years frm the Effective Date with automatic renewals for 3 year loins thereafler (each. a -Renewal Term'}, unless either party giveswrilcen notice iD the ether party to imninate this ProdwiAi Dhment no less than 12 months prior to the expiration of the then-ci rent temp. Unless otherwise set forth in the appk.Wle Schedule, to the extent that Cliem en;ens into a Schedule for additional Services rhdUor SMS that are re abed to or interoperable with Services Dr Saa5 set kith in a preciously entered into Schedule, the term of such subsequent Schedule v ill be concurrent and coermirous yih the term of the previously entered info Schedule. 63. If Client has entered into a sub4nerdhani agreeu* t for payment prooessng services: and suzin agreemerR isiemtnated by the applicable ac*nq hank, Acive may terminate this ProductAtLx&wnt and the effected Schedule. 8.3. Nomidwi ending the iermihatiorh or expiration of this Product At zrohmeni or the Agreement under any cireunstance other than in the event of Active's material, uncured breach of the Agreement, the parties agree that Active will continue iD be the exclusive provider Df registration software and other services smiler to the Services and S33S for all of Client's Events fDr which ngistnation begins during the term of this Induct Attachment unti the Event Dccurs. 7. ABSIGNMENT. 7-1- Client may nDi resell, assign: Dr transfer any of is *ts or obligations hereunder excep; as expresay provided herein: and any allempi to resell, assip. or transfer such rights or ehligalions w thDutActive's priorwk m approval wil be null and void. YerWon: CMU17 Page 2 of 3 RecreatlDn and NWber'otip Managemerr. Padiacl Attacfroem �! Page 148 Collier County RFP #19-7657 Parks Activity Management Software Solution co. f 72. aiinvlHillcause eachScheduleheretndertobeassignedto(a)thepurchaserofallorsubsItantaltyallofClienf:sassetSnrequitysecurrtiesor{h)tDxgsrrccessnr byway of merger, oonsolidabon, or other wrporaie reorganization of Client ((a] and (bttogether, a'Changa of GGnbrDl'). 7.3. Client wil provide urinem notice to Active of ary proposed or compleied Change of Control as soon as € s riisshle and in any eventwithin 5 daps of the public announcement or close of the transaction, whio..ever c:mw s f x. Wthin the 31) day period following such r, :: = Ao.we will have the right is immediately terminate each applicable Schedde 'nf Active determines, h its reasonable gaud faith discretion -*j; tine purcha,<e• ::: _ __ is a competitor of Actrre or a party with wham Active does not want to dD business. Ghent agrees to requre that the purchaser or ass yr Lie ;as out ns : I-:-. :r, . agree, in writing, bo be bound by the terms amd oandrtions of the Agreememt amd each applicable Schedule. B. I1111SGELLAH EQUS. B.I. Sections 5 fi. and 8 of this Productktachmemt amd any fees owed by Cfrentxil srrhyp amytemtination cr expiation of the Agreement. B2. The 'Liquidated Damage AmounC equals the 'Projected Comiract Value 17D the extent such amocrrt is specified in the applicable Schedule]s)), minus the amount of rere^1e a' =_aaM paid to Aa&e met of all reitnds. credit card ohargebacks and 0 other deducted amounts Client agrees that (a) k will pay Liquidated Damages t: �.:: - err breaches its exclusivity obligations under Sector 2.2 of t=- F-oduct At achmeni; (ii}Active tenmirates aSchedule andlor the Agreenremt in accordar := : 5.2 of the General Terms; ]ii1 aientfails tD cause am assigmmer: as specified in SecSon 7 of this 'roduct Atttictm . arnd or (tv; Active temtrrates . _ .:. :- tine Agreement pursuamt to SedDM 7-3 of this Product A-bchmemt; (h) all L-quidated Damage AmuwTls set forth in the Agreement w l automaticahy reae: au-- a::t Renewal Term; (c) Active may offset any Liquidated DiLmogvs Amount setforth in the Agreement from any aoctrnt balance Client maintains with Active c - :: i-=-mt Awe owes Client; (d] because of the difficulty in making a precise deiemnination of actual damages incurred by Acton, the Liquidated D-1pi.�e �.r:.. r-,i be assessed, not as a penally; but asa reasDmable approximation of u�trircurted by ActiveandActive's bss ofreveme; and (e) that n any suit c _ :.::: aanc -e q involving the assessment or recovery Df liquidated damages, the reasonablemess of the Liquidated Damage Amouni will be presumed ar 1 y _ nauid::ea damages assessed wil be in addition to every other remedy now or hereinafter enforceable at lair, in equity, by statute, or under the Agreement Verelw: OMIN17 Page 3 or a Recreation and btemteMp MaragBmerd Product Attachment �Page 149 Collier County RFP #19-7657 Parks Activity Management Software Solution Exceptions Active Network, LLC ("Active") is in general agreement with the concepts contained in the Request for Proposal Solicitation 19-7657 for Parks Activity Management Software Solution issued by Collier County, FL (the "RFP") and submits this proposal based on the understanding and condition that Collier County, FL (the "County") and Active will work together in a spirit of cooperation to discuss, clarify, and agree upon the specific scope of services, deliverables, pricing, schedules, responsibilities between the parties, assumptions, and contract terms (including legal terms and conditions, as well as insurance coverage amounts) applicable to the services described in this Response to the RFP prior to finalizing the arrangement between the parties. Should Active be chosen, it is in both parties' best interest to utilize the Active terms and conditions (attached) as the base of the agreement and Active is certainly willing to negotiate and incorporate many of the County's crucial terms and conditions. Further Active is aware that all parties submitting a response to this RFP is required to click "yes" on the Supplier Response Form as the only way to submit its proposal. Active does not agree to accept any of the County's terms and conditions "as -is" without proper negotiation. We are confident that through these discussions we can reach agreement on these issues in a timely and efficient manner as we have done previously in similar contracts with many other similarly situated customers. Page 150 Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Kev for C18:C76 C = If internal required, If hosted N/A R= Required 7= 0= Optional, but may include additional costs to support Key for C78: C76 Place an X in the YES or NO column, add any comments required in column H Requirements R Yes x No Vendor'sNon-Technical Vendors proposing to supply software responsible IT Managers solutions to Collier County must comply with County-Practices-and-Procedures- CMA 5401 compliance (CMA) 5401 INFORMATION SYSTEMS PROCUREMENT AND LIFECYCLE MANAGEMENT Vendors proposing to supply any software solutions to Collier County must fill out R x IT Managers this document, sign it, and return it to the Collier County IT Division to review. Weighted for ApplicationsTechnical Requirements for • optional business Yes depts.requirement for No Vendor'sresponsible 21 Web -based candidate software shall utilize Microsoft Internet Explorer. No other RFPS The department purchasing the software browser is supported. Current Collier Production Version is IE11 or Edge. R1 R X ACTIVE Net is supported in IE 11 benefits from increased security, Service Desk efficiency, and lower support costs over the life of the software Please list any other browsers in column G, they may or may not be considered as acceptable. Any non -Microsoft browser considered as acceptable may incur R2 O X ACTIVE Net is also supported in Applications dedicated support costs. Google Chrome. The vendor must submit any applicable license agreements for any proposed Please refer to the Sample Terms and Allows the department that is purchasing elements including a description of the licensing model, and list prices for all R3 R x Agreements in the Appendix of the the software to determine the limitations of Applications license types and whether or not custom licensing arrangements are available. RFP response. the licensing and the short and long-term costs Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required O= Optional, but may include additional costs to support Key for C18: C76 Place an X in the YES or NO column, add any comments required in column H The vendor must submit any applicable maintenance agreements for any On average, ACTIVE Net receives 3 to For the department purchasing the proposed elements including a description of the maintenance plan, software 4 major content releases every year software this information will help them upgrade policies and exclusions, and list prices for all maintenance agreement (on the quarter), and then point plan when will and how often these events types and whether or not custom maintenance agreements are available. releases every month. Maintenance take place and to manage their costs releases are performed in between the more efficiently. yearly content releases as necessary. Active Net is updated monthly. Customers are notified via email of release dates and times well in advance —typically two weeks. In addition, extensive documentation is provided with optional training packages. New features and larger changes made to the system are released in an off -state to provide R4 R customers sufficient time to learn and Applications plan for the changes before turning them on. Each upgrade is released to all ACTIVE Net sites automatically in the middle of the night to minimize disruption. Customers are also provided a preview environment to try the changes before the production release. Our customers are notified via email of release dates and times well in advance —typically two weeks —so you will always feel you are in the loop with updates, content release, and point released. Our standard software package includes Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Information Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required O= Optional, but may include additional costs to support Key for C18: C76 Place an X in the YES or NO column, add any comments required in column H SAP is Collier's financial application and as such: ACTIVE Net has a scheduled export • Applications cannot directly interface with SAP for Financial Export. It has a • Applications that have a point of sales component must be able to produce a R5 R X configurable template that can be Applications batch file daily containing all financial transactions for that day used to meet the import specification • The batch file will use the format supplied by the Collier County Clerk of Courts supplied by the Collier County Clerk of Courts All desktop software applications must utilize Microsoft Operating System, current Collier Production Version release with current patches and service R6 R X ACTIVE Net is supported on Windows Operations packs, Windows 10 (64-bit). 7, 8, 8.1 and 10 Applications may not use Exchange Event Sinks or Exchange Public Folders. R7 R x Operations If US-CERT posts vulnerabilities associated with an application then the ACTIVE Network performs regular application must be mitigated within a 30 day timeframe by the software vendor. R8 R x vulnerability scans. Vulnerabilities Operations are patched in accordance with PCI DSS requirements. Software must comply with all Federal, State and Local regulation. Especially the Florida Information Protection Act (FIPA Fla. Stat. 501.171). Vendors and consultants must be able to show that their applications either a) do not store the ACTIVE Network complies with all type of sensitive data mentioned in FIPA in their application's database or b) be R9 R X applicable legal and regulatory Link to Sensitive Data questions Administrative prepared to demonstrate how they secure the type of sensitive data mentioned in requirements. FIPA in their application's database. HIPAA compliance is required for any applications that contain an individuals' Not applicable; HIPAA-data is not in electronic personal information if it is created, received, used, or maintained in R10 R X scope for the relationship with Collier the software. County. All applications that include point of sales systems or accept any type of ACTIVE Network maintains PCI DSS Vendors are required to meet banking payments using credit cards must be PCI (Payment Card Industry Data Security compliance, which can be validated industries PCI compliance requirements Standard) compliant and recertify every year. All credit card processing must be by visiting the Visa Service Provider done outside of the BCC network. R11 R X Listing website (https://www.visa.com/splisting/searc hGrsp.do) and searching for "Active Network". Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required O= Optional, but may include additional costs to support Key for C78: C76 Place an X in the YES or NO column, add any comments required in column H AL All vendors requiring access to Collier County facilities and the computer ACTIVE Network maintains network must comply with current published County ordinances and policies. comprehensive information security Those ordinances and policies are same requirements that all county employees policies, standards, process, and must agree to, which include finger printing ,a background check, and signing R12 R x controls, designed to comply with any user agreements required access the BCC computer network. applicable legal, regulatory, and industry requirements, including PCI DSS. Any software which stores personally identifying information, including but not As applicable, strong cryptography limited to passwords, SSN, driver's license numbers, etc.... or any financial and security protocols are used to information, such as credit card numbers, bank routing information, etc... must safeguard cardholder data, at a fully protect the information and disclose the methods of protection used, access minimum, so that it is rendered protection methods, and life cycle handling of this data. Industry standard R13 R X unreadable using industry accepted All IT teams encryption methods utilizing at least 256 bit encryption techniques are required. algorithms. Acceptable encryption algorithms are reviewed regularly to ensure continued alignment with commonly accepted best practice. Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required O= Optional, but may include additional costs to support Key for C78: C76 Place an X in the YES or NO column, add any comments required in column H Software vendors will acknowledge in writing prior to selection, that Collier For the ACTIVE Net product, as County Government will own any and all data and the databases. between Active and the customer, Active's customer may retain ownership of participant data generated pursuant to this Agreement. After the termination of the contract and within 60 business days after all services on Active's systems have ceased, Active will provide, in a secure manner, one or more flat files of the Client's data persisted in the transactional database, that resulted from the execution of this contract on behalf of the customer. Specific secure R14 R x methodology and dates are to be Applications mutually agreed between the Client and Active. As it pertains to saved wallet or other PCI, we do not recommend any transfer of this data, however if required, the information will be encrypted as per industry best practices. The Client will be responsible for providing a secure environment for the delivery of the data files. Following transfer of data, Active will use commercially reasonable methods to delete Client data from their systems and provide certification for that removal where required. Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required O= Optional, but may include additional costs to support Key for C78: C76 Place an X in the YES or NO column, add any comments required in column H AL The candidate software application proposal must include a complete hardware Due to the sensitivity of the Technical specifications, hardware topology diagram and recommended hardware configurations. information, this documentation is not requirements, and visual representations Vendor Deliverables: sent to third parties; however, a of the candidate's recommended software Topology Diagram description is as follows: solution will enable the selection Recommended hardware requirements (workstation and server) The persistence layer is committee to understand the complexity Network bandwidth requirements set physically segregated from the physically of the application and costs to support it. C1 R application layer. We have database Applications servers that are in a High Availability pair within an Active/Passive configuration. The databases are in a different network zone as the application servers. Web -based software must utilize IIS 7.5 or newer with current patches and We are on IIS version # W.U.177W.1 The department purchasing the software service packs. C2 R x and Current Patch or hotfix is benefits from increased security, Operations KB4523205 (most up to date for 2019 efficiency, and lower support costs over R Applications that utilize a web browser for an internal or external access will utilize TLS1.2 instead of SSL C3 R X SHA 256 Bit Encryption 1.2 TLS Operations Software applications should support and run on current shipping release of virtual servers, including: C4 R X Fully hosted by ACTIVE on latest Operations - VMware ESX ( most current version) releases. Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required O= Optional, but may include additional costs to support Key for C18: C76 Place an X in the YES or NO column, add any comments required in column H All software upgrades or changes required by the selected vendor must be fully tested before being moved into the production environment. Therefore vendors A Change Advisory Board (CAB) must include in their proposal the costs for licensing, professional services, and reviews and manages the ACTIVE annual maintenance to set up and maintain test and development environments. Network's change management framework and advises senior management on proposed changes. All scheduled or emergency changes made to the production and certification environments follow C5 R Yes appropriate change management Applications procedures in accordance with the Program. This includes, but is not limited to scoping, developing, testing, deploying, and maintaining any system changes. Changes are reviewed, authorized, tested, and implemented in a controlled manner and the status is monitored through the post -implementation stage. Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Information Version: 15 Revision Date: 10/08/2018 Revised bv: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 If internal required, If hosted N/A jPlace R= Required O= Optional, but may include additional costs to support Key for C18: C76 an X in the YES or NO column, add any comments required in column H System must support the current the use of NetBackup in the Collier Production environment with NetBackup most current version. Active's primary datacenter is located in Las Vegas, NV (Switch SuperNap). This facility is one of the first data centers to be certified Tier 4 Gold. Our secondary Tier 3 datacenter is located in Ashburn, VA (Equinix). All data for UW Health will reside in our primary data center. All databases are backed up daily, with transaction logs backed C6 R Fully Fully up every 5 minutes. All backups Operations Hosted Hosted utilize EMC Data Domains and are replicated to a secondary data domain located in the secondary data center for offsite protection. Backups are kept for 90 days. Because we use an online form of backup storage, restoration of data can be done in near real time vs. the hours or days it may take to recover from tape -based media. All server software applications must utilize Microsoft Operating System, current Standardizing the desktop operating Collier Production Version release with current patches and service packs, Fully hosted by ACTIVE on latest system to a few specific versions current version is Server 2012 R2 C7 R n/a n/a releases. ACTIVE Net's database is decreases the management overhead for Operations SQL Server. support and lowers the cost to the agency. Solutions requiring a back -end database must utilize Microsoft SQL Server Standard or Enterprise edition. The solution must use Microsoft SQL Server Fully hosted by ACTIVE on latest 2016 (64-bit) or newer. Compatibility mode must match the version of Microsoft C8 R n/a n/a releases. ACTIVE Net's database is Development SQL Server. SQL Server. Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required O= Optional, but may include additional costs to support Key for C18: C76 Place an X in the YES or NO column, add any comments required in column H For SQL Server based solutions, the use of the default SQL SA account is prohibited. The use of the SA role for daily functions is also prohibited. The p y p C9 R n/a n/a No direct access to the database is Development solution will adhere to the least privilege principle. permitted. Hard coding account access shall not be permitted. Throughout the development, Provides enhanced application security by implementation, and maintenance removing the issue of being unable to lifecycle, all applications follow change user account names and formally documented software passwords if that information is development life cycle (SDLC) compromised. processes and are developed based C10 R Yes on secure coding guidelines. Prior to Operations/Development deployment of new or upgraded information assessments in a production environment, unnecessary default accounts and simple network management protocol (SNMP) community strings are removed or disabled. If a geographic information systems (GIS) is included in the solution, the solution must leverage the County's ESRI GIS infrastructure, which includes ArcGIS for A streets database upload option is Server Enterprise Advanced version. Loosely couple architecture using the C11 R X available, but not a full GIS ESRI Development REST endpoints is the preferred architecture solution. The County strives to integration at this point. keep its ESRI GIS current with the latest released version. Weighted for listedAll optional items below may incur additionaloptional applicationand maintenance for the ...additional departmentcosts, for implementation and ongoing maintenance would be borne by the .. requirement for Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required 0= Optional, but may include additional costs to support Key for C78: C76 Place an X in the YES or NO column, add any comments required in column H Incident Support providing 24x7/365 coverage shall be offered. Incident This service is appropriate when a response service levels shall be specified. ACTIVE Network's security monitoring department's critical business is run is provided by a Managed Security outside of the normal 8 to 5 Monday to Service Provider that provides Friday work week ( example: evenings, 24x7x365 monitoring for suspicious weekends, holidays) and the software and anomalous events. ACTIVE systems are proprietary or complex Network maintains appropriate enough that the BCC IT department incident management cannot always resolve the issue without processes/procedures for assistance from the vendor. There is investigation of escalated events and however, a premium associated with the that support an Incident Response cost of this type of vendor support, which Plan developed in accordance with the department purchasing the software industry best practices. In the event `Mould bare. of a security incident, incident 01 0 -10 X response personnel follow a Applications documented Incident Response Plan framework and methodology for resolution. This methodology includes structure for reporting security incidents, analysis, determination of severity level, containment, eradication, recovery, and communications and documentation. The County's comments here seem to reference Customer Support (as opposed to Incident Support). Please let us know if further clarification is needed. Client software applications should support and the vendor should provide Not applicable. Systems are hosted Results in lower support and maintenance package definition files with silent install without user interaction, using Microsoft 02 0 - 10 x by ACTIVE Network; customer would costs for the department that owns the Applications SCCM current version. Supported installation packages include: not be responsible for system software. MSI, Microsoft Windows installer MSI compatible upgrades Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required 0= Optional, but may include additional costs to support Key for C78: C76 Place an X in the YES or NO column, add any comments required in column H All software application vendors are required to notify Collier County when new Allows the department that owns the releases become available and when current releases and related systems are Not applicable. Systems are hosted software to get the latest functionality that no longer supported. 03 0 - 10 by ACTIVE Network; customer would the vendor is offering along with patches Applications not have unsupported software. that keep software security and compatibility current. Preferred solutions should take advantage of the County's Active Directory Provides enhanced security by eliminating environment and utilize Windows Authentication at the application, database and the possibility of a disgruntled former server tier, run fully in the user context, and not require elevated permissions or 04 O -10 x employee or vendor getting access to a All IT teams administrative permissions. Elevated permissions require adherence to all department's application since their relevant policies, such as the Elevated Privileges and Elevated Database network account with be disabled. Permissions policies. Does the application require anti -virus exclusions Anti -Virus? If so please provide Not applicable. Systems are hosted paths & or processes 05 x by ACTIVE Network, which maintains appropriate anti -virus protections. Security Software required by the Information Technology Division that ALL Proposer's software must compatible with. Vendor's comments Colifier County Comments ACTIVE Network maintains If for some reason the proposing comprehensive information security vendor's software is not compliant with policies, standards, process, and CMA5401, then it is possibly to NNT R-15 controls, designed to comply with mitigate the issues . However Security applicable legal, regulatory, and mitigation would a dedicated industry requirements, including PCI chasing division service and the purchasing DSS. Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required O= Optional, but may include additional costs to support Key for C18: C76 Place an X in the YES or NO column, add any comments required in column H ACTIVE Network maintains wou e response e to barea ot the comprehensive information security costs of the mitigation. policies, standards, process, and Change Auditor R-16 controls, designed to comply with Security applicable legal, regulatory, and industry requirements, including PCI DSS. ACTIVE Network maintains comprehensive information security policies, standards, process, and Cisco AMP (Antivirus) R-17 controls, designed to comply with Security applicable legal, regulatory, and industry requirements, including PCI DSS. ACTIVE Network maintains comprehensive information security policies, standards, process, and Windows Firewall R-18 controls, designed to comply with Security applicable legal, regulatory, and industry requirements, including PCI DSS. ACTIVE Network maintains comprehensive information security policies, standards, process, and Flexera R-19 controls, designed to comply with Security applicable legal, regulatory, and industry requirements, including PCI DSS. Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required O= Optional, but may include additional costs to support Key for C18: C76 Place an X in the YES or NO column, add any comments required in column H ACTIVE Network maintains comprehensive information security policies, standards, process, and SCCM R-20 controls, designed to comply with Security applicable legal, regulatory, and industry requirements, including PCI DSS. ACTIVE Network maintains comprehensive information security policies, standards, process, and System Center Endpoint Security R-21 controls, designed to comply with Security applicable legal, regulatory, and industry requirements, including PCI DSS. ACTIVE Network maintains comprehensive information security policies, standards, process, and Cisco AnyConnect R-22 controls, designed to comply with Security applicable legal, regulatory, and industry requirements, including PCI DSS. Vendor Required Software for their applications to run AMMMLdor'scommmp 12.0.0.44 or later. In our roadmap we Software listed in this section will Does the application require Flash? X are planning to decrement the Flash elements prior to Google Chrome dropping Flash support. require additional dedicated costs for support. Applications Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required O= Optional, but may include additional costs to support Key for C18: C76 Place an X in the YES or NO column, add any comments required in column H Does the application require Java? X version 8 update 231. The Java plugin is housed in a Workstation Service so the County will not need to manage versions or installations of Java on the workstations. Applications Does the application require Silverlight? IX Applications Does the application require any type of PDF software? X Adobe Acrobat Reader jApplications Now- ADFS for single sign on O X We are planning to have this released I by the end of 2019. Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required O= Optional, but may include additional costs to support Key for C18: C76 Place an X in the YES or NO column, add any comments required in column H Does the application require the installation of software, including browser plug- and 10 (.NET 4.5 or higher is ins on a end user's computer, list all the software and version number required in recommended for Windows 7 cell H70. machines) Note: Edge browser not supported with Windows 10. Only use Internet Explorer 11. Java: version 8 update 231 Adobe Reader: 11.0.06 or later (Note that Fargo DTC printers do not support Adobe Reader) R Flash: 12.0.0.44 or later Browsers: Internet Explorer: 11 Google Chrome: latest version. Note that: • Please use the Chrome browser to view ACTIVE Net Insights. The Microsoft Internet Explorer browser is not supported. • Magtek payment devices are not supported. X I lVirtual Environments unsupported Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required O= Optional, but may include additional costs to support Key for C78: C76 Place an X in the YES or NO column, add any comments required in column H Provide a detailed architectural diagram of the application that includes links to Due to the sensitivity of the If a vendor cannot provide a detailed all servers, services, and IP addresses. information, this documentation is not architectural diagram of their application sent to third parties; however, a that includes links to all servers, services, description is as follows: and IP addresses this will not necessarily preclude a vendor from selling their The ActiveNet persistence layer is application to a Collier County division. physically segregated from the However, the Collier County Information application layer. We have database Technology Division will not be able to servers that are in a High Availability troubleshoot any problems beyond the pair within an Active/Passive edge of the BCC network and it will be the configuration. The databases are in a vendors responsibility to resolve any different network zone as the issues that occur. x application servers. Collier County uses a web filtering service. Does the proposing vendor's solution Active Net Webservers: Variances are possible if a vendor does work with a web filtering service. If it does, please provide all IP Addresses and -Domain: an prod.active.com not want or cannot supply the requested the services being delivered in cell H70. •[P Address: 74.120.127.1 information. However, if problems with the application occur and the BCC network is -Protocol: HTTPS functioning as designed, it is the responsibility of the vendor to Active Net Report servers: troubleshoot and resolve the issues. •1P Address: 69.194.141.85 Mail Exchange servers: •616.193.80. [130-188] •2116.206.180. [64-122] Akamai CDN: x -Domain: akamai-anprod.active.com If your application requires whitelisting, please provide a list of URL's to be bypassed in the web filtering service. x Please bypass URL's that use .active.com. Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required O= Optional, but may include additional costs to support Key for C78: C76 Place an X in the YES or NO column, add any comments required in column H List the web browsers and versions that your application is compatible with in county inrome cell H74 Online Customers: Internet Explorer: 11, Microsoft Edge Browser: latest version, Google Chrome: latest version, Apple Safari: On OS devices. We do not Test on Firefox or Safari (desktop). Edge browser not X supported. Describe your data backup and recovery process. Will a copy of the database be available if requested and what format will it be in? Formal business contunuity plans and disaster recovery plans have been implemented that provide details of actions to be taken to minimize interruptions and/or disasters and to ensure the timely resumption of activity. Excercises are conducted with frequency based on the assigned classification of business functions and system applications. Those identified as missioncritical are exercised at least annually. Excercises include those with an assigned role. Plans re reviewed and X I I updated at least annually. Technical Architectural, Compatibility and Supportability Requirements Document (TAGS) Collier County Information Technology Department Version: 15 Revision Date: 10/08/2018 Revised by: Richard J. Badge Requesting Div./Dept.: Vendor name: ACTIVE Network LLC Vendor signature: Chad Corsentino Application name: Active Net Date: December 18, 2019 Key for C18:C76 C = If internal required, If hosted N/A R= Required AN O= Optional, but may include additional costs to support Key for C78: C76 Place an X in the YES or NO column, add any comments required in column H Is any type of sensitive data stored in the application database and if so what steps are taken to protect that data? As applicable, strong cryptography and security protocols are used to safeguard cardholder data, at a minimum, so that it is rendered unreadable using industry accepted Link to Sensitive Data questions algorithms. Acceptable encryption algorithms are reviewed regularly to ensure continued alignment with X commonly accepted best practice. What colocation data center is the proposing vendor's application housed at ? Data centers for U.S. customers are X located in the United States. interne ccess: ire ess- E adapter or faster. Standard CAT5 connection recommended for daily use. Internet Speed: Minimum speed is 300 kbps. We recommend 1 mbps or Minimum bandwidth required? I I IX I Ifaster for daily use. Web applications must support HTTPS, TLS 1.1 or higher X I I HTTPS SHA 256 bit Encryption, TLS 1.2 Does your department collect social security numbers for any reason? If yes, to question above: IM! Does your department accept credit cards for any transactions? EMM Does your department retain and store HIPAA protected health information (see definition below)? IM! HIPAA regulations define health information as "any information, whether oral or recorded in any form or medium" that "is created or received by a health care provider, health plan, public health authority, employer, life insurer, school or university, or health care clearinghouse"; and "relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual." It is worth emphasizing that while HIPAA's primary privacy concern is health information exchanged or stored electronically, the Privacy Rule* also reaches to data "[t]ransmitted or maintained in any other form or medium." That includes paper records, fax documents and oral communications f * http://privacy.med.miami.edu/glossary/xd_privacy_stds.htm http://privacy.med.miami.edu/glossary/xd_oral_communication.htm No, our department does not collect social security numbers for any reason. Our department collects social security numbers in compliance with FS 119.071(5) and provides the required form when doing so. Our department does not store or save social security numbers (on paper or electronically). Social security numbers are stored as follows: No, our department does not accept credit card payments directly or via 3rd parties. Yes, our department accepts credit card payments for the following: Any transactions within the ANET product. No, our department does not store HIPAA protected health information. Yes, our department retains HIPAA protected health information in the following manner: