#24-010-NS (TT Faster LLC) COLLIER COUNTY NON-STANDARD AGREEMENT #24-010-NS
FOR
"Fleet Management Software Upgrade, Annual Support & Maintenance"
BETWEEN
COLLIER COUNTY
AND
TT FASTER LLC
ATTACHED:
1. FASTER General Agreement
Department/Division
Fleet Management Division
2901 County Barn Road
Naples, Florida 34112
Division Point of Contact
John W. King, Director
Phone: 239-252-4110
John.King!acolliercountyfl.gov
(0:\,
GENERAL AGREEMENTI /
THIS AGREEMENT is made and entered into on the 1. — day of eb Oce 2024,
by and between TT FASTER LLC, , a Foreign Limited Liability Company authorized to do business in the
State of Florida hereinafter referred to as "Contractor" or "FASTER," and Collier County, FL, a political
subdivision of the State of Florida hereinafter referred to as "County" or "Customer," together the
"Parties".The Parties agree to the following terms and conditions as detailed below and in the attached
Schedules A-F (collectively, the "Agreement"), which are as follow:
Schedule A: Statement of Work
Schedule B: Software Upgrades & Support Agreement
Schedule C: Software License Agreement
Schedule D: Cloud Service Level Agreement (SLA)
Schedule E: Pricing & Payment Terms
Schedule F: Additional Terms and Conditions
1. FASTER Web and Custom Deliverables:
a. This Agreement may have custom deliverables, which are distinct and separate from FASTER
Web. Custom deliverables, if any, will be listed in the Pricing & Payment Terms, attached as
Schedule E.There are also several add-on products to FASTER Web that may be identified in
Schedule E and licensed separately.
Whatever add-ons, custom deliverables and converted data are listed in Schedule E as work
product will be deployed together through a "Soft Go-Live" instance. If there is additional work
product that is to be delivered separately (after the initial Go-Live) that will be specifically listed
in Schedule E.The Soft Go-Live instance is tested in the FASTER datacenter and then deployed to
Customer's single environment that serves as Customer's test environment during the
implementation and will become the production environment upon Go-Live. This permits
Customer to perform whatever tests it deems necessary in the later environment to which it will
have access. Customer having one environment through the life of the implementation that will
be promoted to the production environment is a critical aspect of quality control that is a
distinctly important part of the FASTER Web implementation process.
b. Integrations& Business Intelligence Work Approvals&Testing:
All solutions, processes, and custom deliverables will be documented in the Statement of Work,
which will be confirmed by both parties at the time of project kickoff.
• Post project kickoff change orders will be documented in writing and signed by both parties to
confirm agreement.
Data Conversion Testing:
If data conversion services are included in Schedule E,the following will apply:
i. FASTER will perform data validation testing.
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ii. FASTER will ensure the accuracy of the data FASTER loads into Customer's
FASTER Web database against the data provided by Customer.
iii. FASTER will confirm Customer's converted data meets the business rules of
FASTER Web.
iv. Once FASTER has completed data validation testing internally, FASTER will
provide Customer a Soft Go-Live copy of the database that contains the data
FASTER loaded.
v. Customer may, at its discretion, perform any due diligence it deems necessary
to validate this data.
vi. FASTER will provide data validation test cases for Customer to use free of
charge.
vii. Any data defects Customer finds and reports during its Soft Go Live Data
Conversion Testing that are the result of FASTER's work will be corrected by
FASTER at no charge to Customer.
2. Taxes
Prices and fees are exclusive of all federal, state, municipal, or other government, excise, sales,
use, occupational, or like taxes now in force or enacted in the future and, therefore, prices are
subject to an increase equal in amount to any tax FASTER may be required to collect, or pay,
upon the sale or delivery of items purchased or licensed. If a certificate of exemption, or similar
document, is available to exempt the sale from sales or use tax liability, Customer will provide
FASTER with a copy of such certificate or document.
3. Proprietary Rights of FASTER
a. Nature of Rights and Title: Customer recognizes that all computer programs, system
documentation, and other materials supplied by FASTER to Customer are subject to the
proprietary rights of FASTER. Customer agrees that the programs, documentation, and all
information or data supplied by FASTER, in machine-readable form are trade secrets of
FASTER, are very valuable to FASTER, and that their use and disclosure must be controlled.
Title: FASTER retains title to and all intellectual property rights to all programs,
documentation, information or data furnished by FASTER. Customer retains rights to the
asset data related to its property, which is housed within the MSSQL database. Other
aspects of that MSSQL database, such as database structure and database objects remain
the proprietary property of FASTER.
Customer shall keep each and every item to which FASTER retains title free and clear of all
claims, liens and encumbrances except those of FASTER. Any act of Customer, voluntary or
involuntary, purporting to create a claim, lien, or encumbrance on such an item shall be
void.
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b. Restrictions on Customer Use:The computer programs and other items supplied by FASTER
hereunder are for the sole use of Customer and Customer's employees/agents.
i. Competitive Uses: Customer agrees that it will not directly or indirectly lease, license,
sell, offer, negotiate, or contract to provide any software similar to that supplied
hereunder to any third party.This clause, however, will not prohibit Customer from
acquiring, for its own use, software from third parties. Customer agrees that it will not:
1. Copy or duplicate, or permit anyone else to copy or duplicate, any physical or
electronic version of the programs, databases, documentation, or information
furnished by FASTER (other than for internal backup purposes).
2. Create or attempt to create, or permit others to create or attempt to create, by
reverse engineering or object program or otherwise, the source programs, or any
part thereof, from the object program or from other information made available
under this Agreement (whether oral, written, tangible, or intangible). Customer may
copy for its own use documentation and any other materials provided by FASTER.
3. Modify or permit others to modify the system's database structure. Any such
modifications will void FASTER's warranties and FASTER's obligation to provide
Software Upgrades and Support pursuant to Schedule B.
ii. Demonstrations. Due to the proprietary nature of FASTER Web, Customer agrees not to
demonstrate or show FASTER Web to any competitors, or consultants that work with
competitors, of FASTER.
c. Transfer/Expansion of Rights
Customer's rights to use the programs, documentation, and other materials supplied by
FASTER under this Agreement shall not be assigned, licensed, or transferred to a successor,
affiliate or any other person, firm, corporation, or organization voluntarily, by operation of
law, or in any other manner without the prior written consent of FASTER, which shall not be
unreasonably withheld.
d. Equitable Relief
If Customer attempts to use, copy, license, or convey the items supplied by FASTER
hereunder in a manner contrary to the terms of this Agreement or in competition with
FASTER or in derogation of FASTER's proprietary rights, whether these rights are explicitly
herein stated, determined by law, or otherwise, FASTER may, in addition to other remedies
available to it, seek equitable relief enjoining such action.
e. Binding Effect& Definitions
Customer agrees that this Agreement binds the named Customer and each of its employees,
agents, representatives, and persons associated with it. This Agreement further binds each
affiliated organization and any person, firm, corporation, or other organization with which
Customer may enter a joint venture or other cooperative enterprise.The term employee
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means individual on whose behalf Customer withholds income taxes or makes contributions
under the federal insurance contributions act or similar statutes in other nations.
5. Exclusion of Incidental, Consequential and Certain Other Damages
Neither FASTER nor its suppliers shall be liable for any special, incidental, indirect, punitive or
consequential damages arising out of the use of or inability to use the FASTER software or its
associated support services, or the provision of or failure to provide support services under this
Agreement.
6. Limitation of Liability
Customer agrees that FASTER's liability to Customer or any third party due to negligent professional
acts, errors or omissions or breach of contract by FASTER will be limited to an aggregate of FASTER's
total fees.
7. Confidential Information
"Confidential Information" means any software provided by FASTER to Customer under this
Agreement,the logon identifiers and passwords provided to Customer and its authorized users,
materials marked confidential by Customer or FASTER and any other information conveyed under
this Agreement in writing or orally that is designated confidential or by the circumstances in which it
is provided reasonably would be considered confidential. Each party acknowledges and agrees that:
(a) the Confidential Information constitutes trade secrets of the party owning such Confidential
Information; (b) it will use Confidential Information of the other party solely in accordance with the
provisions of this Agreement; and (c) it will not disclose, or permit to be disclosed, the Confidential
Information of the other party to any third party without the disclosing party's prior written
consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality
of the other party's Confidential Information including, at a minimum, those precautions taken by a
party to protect its own Confidential Information of a similar nature, which will in no event be less
than a reasonable degree of care. Confidential Information will not include information that is: (a)
publicly available through no fault of the receiving party; (b) already in the other party's possession
and not subject to a confidentiality obligation; (c) obtained by the other party from any source
without breach of any obligation of confidentiality; or(d) independently developed by the other
party without reference to the disclosing party's Confidential Information. Either party may disclose
such Confidential Information as is required to be disclosed by order of a court or other
governmental entity, provided reasonable notice is given to the party owning such Confidential
Information so that such party may challenge the disclosure or obtain a protective order or other
equitable relief. The obligations in this section as to Confidential Information shall continue for a
period of five years following termination of this Agreement, including all renewal terms.
Confidentiality of information contained in this Agreement is subject to the requirements of the
Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla.
Stat.
8. Term and Termination
The initial term of this Agreement shall be for five (5)years from the Effective Date. After expiration
of the initial term, Annual Software and Support (as outlined in Schedule B) may renew upon written
approval of the Parties for successive one-year periods.The costs for Annual Software and Support
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in this Agreement may be increased after the initial term is completed. It will increase annually
thereafter by the Consumer Price Index for the United States as published by the Bureau of Labor
Statistics of the United States Department of Labor(capped at no more than 6%annually),.The
parties will work in good faith to allow for each party to unwind this relationship if termination
occurs.
a. Termination by FASTER
FASTER shall have the right, upon notice to Customer, to terminate this Agreement if: (a)
Customer fails to pay FASTER any amount due hereunder and such failure to pay is not
cured within 30 days following FASTER's notice to Customer of such breach; (b) Customer is
in material breach of this Agreement, provided such breach is not cured by Customer within
30 days following FASTER's notice to Customer of such breach; or(c) Customer(i)
terminates or suspends its business activities; (ii) makes an assignment for the benefit of
creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or
(iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state
statutes.
b. Termination by Customer
Customer will have the right, upon notice to FASTER, to terminate this Agreement if(a)
FASTER is in material breach of this Agreement and FASTER fails to remedy such material
breach within 30 days of its receipt of such notice; or(b) FASTER(i)terminates or suspends
its business activities; (ii) makes an assignment for the benefit of creditors, or becomes
subject to direct control of a trustee, receiver or similar authority; or(iii) becomes subject to
any bankruptcy or insolvency proceeding under federal or state statutes. Further, Customer
may terminate this Agreement for convenience with a thirty (30) day written notice to
FASTER. In the event that the Customer terminates this Agreement, FASTER's recovery
against the Customer shall be limited to that portion of the Agreement amount earned
through the date of termination. FASTER shall not be entitled to any other or further
recovery against the Customer, including, but not limited to, any damages or any
anticipated profit on portions of the services not performed.
9. General
a. Agreement Modifications
This Agreement can be modified only by a written agreement duly executed by persons
authorized to sign agreements on behalf of Customer and of FASTER. Any variance from the
terms and conditions of this Agreement in any order or other written notification from
Customer will be of no effect unless agreed to in writing by FASTER.
b. Entire Agreement
This Agreement constitutes the entire agreement among the parties, and any prior
understanding or representation of any kind preceding the date of this Agreement shall not
be binding on any party except to the extent incorporated in this Agreement.
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c. No Other Warranties outside of this Agreement
EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, FASTER DISCLAIMS
ALL WARRANTIES WITH REGARD TO THE FASTER PRODUCT SOLD HEREUNDER, INCLUDING
ALL IMPLIED WARRANTIES OF MARKETABILITY AND FITNESS AND ALL OBLIGATIONS OR
LIABILITIES ON THE PART OF FASTER FOR DAMAGES INCLUDING, BUT NOT LIMITED TO,
CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH,THE USE OR
PERFORMANCE OF THE SYSTEM.
d. Severability
If any provision or provisions of this Agreement shall be held to be invalid, illegal, or non-
enforceable,the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
e. Force Majeure
Neither party shall be liable in damages or have the right to terminate this Agreement for
any delay or default in performing hereunder if the delay or default is caused by conditions
beyond its control including, but not limited to, Acts of God, government restrictions,wars,
insurrections, pandemics or any other causes beyond the reasonable control of the party
whose performance is affected.
f. Limitation Period (3 years)
No action, regardless of form, arising out of this Agreement may be brought by either party
more than three (3)years after the cause of action has arisen, or, in the case of non-
payment, more than three (3) years from the date of the last payment.
g. Asset Count
FASTER reserves the right to periodically and reasonably confirm Customer's Standard
Active Asset and Non-Standard Active Asset counts. Customer will reasonably cooperate
with FASTER in the asset count confirmation process. Should those counts exceed the
number of active assets licensed by Customer, FASTER reserves the right to bill Customer for
those excess assets at the applicable additional asset rate noted in Customer's Statement of
Work (SOW), Pricing & Payment Terms.
h. Public Agencies
With FASTER's approval, this Agreement may be extended for use by other municipalities
and government agencies of any state. Any such usage by other municipalities and
government agencies must be in accord with the ordinance, charter, and/or rules and
regulations of the respective political entity. Special discount(s) provided to Customer will
not necessarily apply to other customers. Customer does not accept any responsibility or
involvement in the purchase orders or contracts issued by other public agencies.
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i. Governing Law
This Agreement will be governed by the laws of the State of Florida. Customer
acknowledges that it has read this Agreement, understands it, and agrees to be bound by its
terms and conditions. Further, Customer agrees that it is the complete and exclusive
statement of the agreement between the parties,which supersedes all proposals or prior
agreements, oral or written, and all other communications between the parties relating to
the subject matter of this Agreement.
IN WITNESS WHEREOF,the Parties have executed this Amendment on the date and year first written
above by an authorized person or agent.
ATTEST:
Crystal K. Kinzel, Clerk of the Circuit BOARD OF COUNTY COMMISSIONERS
Court and Comptroller COLLIER COUNTY, FLORIDA
By:� y-a,`"Q` 4 dJ`,.i�- By:
U""! ' H II, Chairman
Dated: a to 4,47-3t c;"°
SEAL est aS Chairman's
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Schedule A: Statement of Work
1. SERVICES
a. Orders for Services.
i. FASTER will provide and make the Services available to Customer in accordance
with the terms and conditions of this Agreement and any applicable written
Quote signed by all parties, which becomes an Order.
ii. In the event of a conflict between the terms of this Agreement and the terms of
an Order, the terms of this Agreement will govern to the extent of the conflict
unless the Order expressly states that it is intended to modify the conflicting
terms of this Agreement, in which case the terms of the Order will govern to the
extent of the conflict.
b. Professional Services.
i. If specified in an Order, FASTER will provide Professional Services to Customer in
accordance with this Agreement and the applicable Order.
1. Data Extraction Support Services—optional add on service to support
Customer with data extraction, mapping, and database population from
existing database to FASTER Web MSSQL staging database.
ii. FASTER will own any improvements, enhancements, configurations, or other
derivative works to the Cloud Services made by FASTER in connection with the
Professional Services.
c. Training Services.
i. FASTER shall provide training services via live, instructor led web-based internet
sessions, live in person sessions, and via collateral materials for self-directed
customer training. All training options shall include the instructional materials
provided.
ii. Training may include some or all of the following training; supervisory and
administrative functions,technicians, train the trainer, operators, and other
identified customer representatives.
iii. All quotes for training options and/or combinations will be delivered in writing
and only executed with Customer's authorized signature. Onsite training is
recommended at key intervals based on customer need and/or deployment
complexity. FASTER will provide quotes for onsite training as requested and/or
as recommended at FASTER's then-current rates(unless specified in an Order.
otherwise) plus travel expenses, which include airfare, ground transportation,
parking, lodging, per diem, and administrative expenses.
d. Implementation/Configuration Services.
i. FASTER shall provide Customer with account setup information within fourteen
(14) days of the effective date of Order.
ii. To permit FASTER to perform historical data import, Customer shall provide
FASTER with any requested configuration information and a copy of the
Customer FASTER Win database and/or other external database as applicable.
This typically is provided within twenty (20) business days of the applicable
Order's effective date, or at a date mutually agreed upon within the project
plan.
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e. Custom Work
i. This Agreement may have custom work product, which is distinct and separate
from the FASTER Web services and software. Custom work, if any, will be listed
in Schedule E, or within a subsequent order document.
ii. There are also several software products that are licensed separately.
Therefore, if the product is not specifically listed in Schedule E, no license rights
are conveyed.
2. PROJECT MANAGEMENT.
a. Project Managers.
i. Each party shall, throughout the Term, maintain within its organization a project
manager to serve as such party's primary point of contact for day-to-day
communications, consultation, and decision-making regarding the Services.
ii. Each such project manager shall be responsible for providing all day-to-day
consents and approvals on behalf of such party under this Agreement.
iii. Customer's project manager will assist with scheduling and coordinating training
sessions and other requests Customer may have for the Services.
iv. Each party shall ensure its project manager has the requisite organizational
authority, skill, experience, and other qualifications to perform in such capacity.
b. Delays in Performance.
i. FASTER shall not be deemed in breach of its obligations under this Agreement or
otherwise liable if FASTER's performance of its obligations under this Agreement
is prevented or delayed by the unavailability of Customer's data,to include, but
not be limited to, an existing FASTER Win database or other existing database.
ii. Additionally, FASTER will not be considered in breach of its obligations due to
Customer delays with respect to configuration decisions, training scheduling,
assigned project task completion, differences in the descriptions of the fleet as
provided by Customer, or any other act or omission of Customer, its project
manager, or any other of its agents, subcontractors, consultants or employees.
iii. FASTER's obligation to perform will be extended by the same number of days as
Customer's contingent action is delayed plus additional coordination time that
results from these delays.
iv. FASTER will always work to minimize delays and partner with the Customer to
address solutions if and when these situations occur.
3. FASTER Web Application
a. One instance of the FASTER Web application with one database is included.
b. Unlimited user access (named accounts) is included.
c. FASTER Fleet Management Dashboard includes 8 Key Performance Indicator(KPI)
Charts, as Module landing page charts.
d. MODULES
i. Assets
ii. Inventory
iii. Maintenance
iv. Fuel
v. Accounting
vi. Vendors
vii. Reports
e. Technician Workstation
f. Customer Portal
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4. SELECTED (OPTIONAL) SOFTWARE COMPONENTS
a. Selected software add-on components as indicated in the Order.
b. Selected components are not included in the standard FASTER Web Application and are
priced separately for initial and ongoing recurring fees.
5. Application Programming Interface (API) (OPTIONS)
a. Communication protocol that allows communication between FASTER Web and
specifically identified application. Includes all required definitions and protocols to
communicate with external application as identified. Includes updates to the API if
required due to definition or protocol changes.
i. Integrations Web Service API to retrieve, create, update, and delete API data is
included with any purchased API. The Integrations Web Service returns setting
values from the integration console and captures the execution history by
status.
ii. Health Web Service API included with any purchased API option. Confirms user
authentication and communication success, and provides diagnostics
information for troubleshooting communication activity.
b. Maintenance Repair API
i. Retrieve work order and direct charge repair information from FASTER Web
c. Asset Alerts API
i. Retrieving and creating alerts from telematics vendor for assets in FASTER Web
once per hour.
ii. Create one or more alerts for an asset or a collection of alerts for an asset in
FASTER Web.
d. Asset Locations Web Service API
i. Create GPS location record for an Asset in FASTER Web from an external
automated vehicle location/GPS vendor.
ii. One or more new location records are created once per hour per asset.
e. Inventory Orders and Invoices API
i. Import invoices into FASTER Web based on received date
ii. Import orders and line items by status and date
iii. Import orders and line items by Vendor Name, Vendor Code, and Purchase
Order Number
iv. Create orders and order lime items (optional parameter)
v. Deletes orders and order line items.
f. Inventory Item Request Web Service API
i. Retrieve item requests and create item request messages.
ii. Item requests include Storeroom, Begin and/or End Date and Offset
iii. Item Request Messages for technician include Item Request Identifier(unique),
Message Subject, Message Body
g. Asset Meter Readings Web Service API
i. Create meter readings for each asset in FASTER Web daily per asset from
external vendor data feed.
h. Purchase Orders Web Service API
i. Import one or more Purchase Orders that match the given Vendor Names,
Vendor Codes and Purchase Order Numbers.
ii. Create one or more purchase orders and budget line items for purchase orders.
i. Process Billing Automation Web Service API
i. Auto create date specific billing statement in FASTER Web
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j. Asset Birth Certificate Web Service API
i. Retrieves and updates Assets in FASTER Web.
ii. Parameters include current Asset Status, date, VinSerial, License,Asset Number,
and Organization.
6. Integrations (OPTIONS)
a. Asset Alerts Import
i. Import telematics alerts such as, but not limited to, Diagnostic Trouble Codes
(DTC), fault codes, inspection comments from external vendors.
b. Asset Locations Import
i. Latitude and longitude GPS data points imported from Automated Vehicle
Locator system and displayed on FASTER Web's map
ii. Fixed location and ignition status at time of import to be used to track parked
vehicle locations.
iii. Requires vendor provided flat file that contains all required data or FASTER Web
can fetch data via an APIs using SOAP-based web services or RESTful-based APIs
c. Asset Meter Readings Import
i. Import cumulative asset meter readings available from vendor into FASTER
Web.
ii. Supported meter types that may be imported include Miles, Hours, PTO, Engine
Idle Hours, etc.
iii. FASTER Web can fetch meter data from external vendor APIs using SOAP-based
web services or RESTful-based APIs. Flat files with conforming data structure can
be imported as well.
d. Single Vendor Fuel Import
i. Import fuel usage data by asset from a Fuel System Vendor (FSV).
ii. Live production export flat files including the complete disbursement
transaction data from Fuel System Vendor are required for import.
e. Fuel Dispenser Integration
i. Allows FASTER Web users to track the individual fuel site and/or dispenser
source.
ii. Allows configuration to track Inventory Items so fuel imports deplete quantity
from inventory.
f. VIN Decoder
i. Scan or manually enter a VIN into FASTER Web Create Asset and Select Asset
processes.
ii. VIN decoded by the National Highway and Transportation Safety Administration
(NHTSA).
iii. Automatically creates Table Look Up values, such as Make, if the value provided
by NHTSA is not in FASTER Web.
iv. Decoded VINS trigger import of the following fields and pre-populate in FASTER
Web "Create New Asset" function.
1. Vehicle Make, Vehicle Model, Year, Drivetrain, Engine
v. Decoded NHTSA values not already in the system will automatically be added to
the appropriate field list in Setup when saving the asset.
vi. NHTSA values are checked to confirm active status in FASTER Web.
7. Modules(OPTIONS)
a. Barcoding Add On
i. Software to scan and print 2D or Symbiology—Code 128 barcodes
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b. Alert Filtering and Mapping Add On
i. Automatically create pending repairs or service items
ii. Automatically send text or email custom notifications.
iii. Assign custom descriptions to alerts from vendor provided XML file
iv. Optional alert description reference mapping to SAE (Society of Automotive
Engineers) codes with SAE subscription.
c. Dashboard Add On
i. Separate module with user definable views and settings
ii. 12 additional KPI (Key Performance Indicators) Charts
d. FASTER Web Inventory Import Utility(IIU)
i. Interface that enables the issuance of parts and credits to FASTER Web work
orders.
ii. Supports import of Inventory (parts) data from parts or fluid vendor.
iii. IIU is incorporated directly in FASTER Web Integrations Module
iv. Configuration is done within the FASTER Web Integrations Module, results are
imported directly into the module.
v. Scheduling frequency of import as often as every five minutes.
vi. Data is retrieved via an external vendor provided comma separated value (CSV)
flat file from a designated file location or SFTP site.
e. Web-Based MotorPool Module
i. Software package to manage Asset Sharing, Asset Rentals and Asset
Reservations for both attended and unattended motor pools
ii. Unlimited user access (named accounts)
iii. Workflow processes to manage customer and end user interaction, rate
structures, multiple motor pool locations, and consolidated billing.
f. Key Box Integration
i. Required to integrate keybox hardware with FASTER MotorPool module.
Includes keyfob tracking, dispatch and reservations without requiring an onsite
attendant.
8. Exports (OPTIONS)
a. Asset Alert Results Export
i. Utility to export alerts from FASTER Web by status fixed or cleared status.
ii. Fixed Alert exports include Alert Status, Alert Code, Alert Description, Asset
Number, VIN/Serial, Maintenance Shop, Maintenance Shop Description, Work
Order, Repair Description,Technician Name, Date/Time Completed
iii. Cleared Alert exports include Alert Status (Cleared), Asset Number,VIN/Serial,
Alert Code, Alert Description, Date/Time Cleared
b. Asset Birth Certificate Export
i. Utility to provide initial and ongoing data for new and updated assets related to:
asset identification, acquire/dispose, engines, fuel types, and meters for
consumption by external solutions.
9. Data Services (OPTIONS)
a. Data Extraction Mapping Tools
i. Option 1: Pre-designed MS Excel data mapping template
ii. Option 2: MSSQL Staging Database provided for mapping and populating
existing data for migration
b. Level 1 Data Conversion and Testing
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i. Data conversion from existing database to FASTER Web database. Includes
Asset/Equipment Birth Certificates, Parts Birth Certificates, Vendor Birth
Certificates, Employees/Users Records.
ii. Data Validation testing conducted to confirm data conversion integrity.
c. Level 2 Data Conversion and Testing
i. Data conversion from existing database to FASTER Web database. Includes Fuel
Transaction Details and Work Order Transaction Details
ii. Data Validation testing conducted to confirm data conversion integrity.
d. Level 3 Data Conversion and Testing
i. Data conversion from existing database to FASTER Web database. Includes
Inventory Orders/Receipt Transaction Detail, Chart of Accounts
ii. Functional stability testing conducted to ensure no data conflicts with FASTER
Web table structure.
iii. Data Validation testing conducted to confirm data conversion integrity.
10. Implementation/Pre Go-Live Training Modules—training modules are continually enhanced and
updated, examples of these modules are found below.
a. Maintenance Management Overview
b. System Configuration for FASTER Web system settings
c. Training Plan and Schedule for specific system users and job functions.
d. Live System Management Webinars: Assets, Inventory, Maintenance,Vendors, Reports,
and Dashboards.
11. Go Live Training
a. Typically delivered on site during the first week FASTER Web is deployed and fully
implemented.
b. Full system review followed by comprehensive sessions covering Setup of Users and
Permissions; Inventory; Maintenance, Creating Work Orders; Fuel; Accounting;Vendors;
Reports; and Technician Workstation.
12. Post Go-Live Training (OPTIONS)
a. Users are invited to attend scheduled FASTER Q&A topic focused sessions to get
questions answered, learn best practices, and sharpen their FASTER Web skills.These
are available for no additional charge for 12 months after Go-Live.
b. Add on programmed training packages are available at scheduled intervals (i.e.,
quarterly, semi-annually, and annually) after Go-Live.These packages include review
and reinforcement, advanced specialty training, and new employee introductory
training modules.Training packages are conducted both remotely and in person as
required.
c. New manager training program modules are available to introduce Customer new hire
management to the FASTER Web solution and provide understanding of the tools,
capabilities and reporting analytics to replacement management personnel.
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Schedule B: Software Upgrades & Support Agreement
1. Software Upgrades &Support will consist of: (i). Upgrades to the FASTER Web software and
custom deliverables listed in any Statement of Work; (ii). Correction of defects to keep the
software in conformance with the applicable user documentation; and (iii). Support listed in
Section 4.
2. Software Upgrades:
a. Software upgrades are regularly scheduled and implemented by FASTER to all customers
with current Software Upgrades & Support Agreements (i.e., it cannot have expired).
After the initial term, Software Upgrades&Support will automatically renew unless
Customer cancels per the termination provisions identified herein. Software Upgrades &
Support provides the following upgrade benefits:
i. Upgrades to FASTER Web: Each new version release is included under this
Agreement.
ii. Upgrades to Add-on Products and Customizations: All Add-on Products and
customizations will be upgraded to function with new versions of FASTER Web.
3. Software Defects: Software Upgrades &Support covers issues or problems that are the result of
verifiable, replicable errors(FASTER will use all reasonable means to verify and replicate) in the
software ("Verifiable FASTER Defect"). An error will be a Verifiable FASTER Defect only if it
constitutes a material failure by the software to function in accordance with the applicable
software documentation.This documentation encompasses FASTER Web, and, if custom
deliverables are included in Schedule E,the associated detailed Requirements Document.
4. FASTER Software Support Coverage and Policies
Overview
FASTER Support Services are set forth in this Software Upgrades & Support Agreement. During the term
of this Agreement, FASTER will provide the following support services if the Licensed Software does not
operate substantially in accordance with the documentation. Support will be handled via phone, email,
and the internet when FASTER support personnel are not at Customer's site. The infrastructure for this
plan is a request tracking system used to facilitate the process of tracking and resolving customer needs
and issues. Every service request is logged into the system and is accessible by FASTER support
representatives.
• Full-service support hours are weekdays from 7:30 AM — 6:00 PM Eastern Time, except for
holidays.
• On call support personnel are available 24/7/365 to handle Urgent and High severity issues
outside of standard business hours.
• All support cases are entered in the FASTER tracking system, assigned a case number, and
documented via email with a response and case number sent to Customer.
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Assignment of Service Request Severity
When Customer has opened a service request and reaches customer support, the FASTER associate will
assess the severity of the request based on Customer's description of the issue.
Table 1 below describes the definitions used in identifying and assigning a severity level to Customer's
reported issue for the FASTER Web cloud-based solution.
• Customer's production system is down due to an issue with a FASTER product.
• FASTER product is unusable resulting in total disruption of work or other critical
Urgent business impact.
• No workaround is available
• Major feature/function failure
High • Operations are severely restricted
• A workaround is available
• Minor feature/function failure
Medium • Product does not operate as designed, minor impact on usage,acceptable
workaround deployed
• Minor issue
Low • Documentation,general information,enhancement request, etc.
Response and Resolution Targets
FASTER Support response and resolution targets are described below:
Response: When FASTER Customer Support receives a support request, a support engineer will provide
feedback to Customer that the request has been logged and assigned to the appropriate resource. The
support team will work as efficiently as possible with Customer to ensure a clear understanding of the
issue, and,where applicable, attempt to reproduce or identify from the system log the issue.
FASTER offers the option to submit support requests in three ways: via our web portal, direct email to
support@fasterasset.com, or via our phone support line.
Urgent 1 Business Within 4 hours • Satisfactory workaround is provided
Hour from actual • Product patch is provided
response • Fix incorporated into future release
• Fix or workaround incorporated into Solution
Library
High 4 Business Within 36 hours • Satisfactory workaround is provided
Hours from actual • Product patch is provided
response • Fix incorporated into future release
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• Fix or workaround incorporated into Solution
Library
Medium 1 Business Day Within 5 • Answer to question is provided
Business Days • Satisfactory workaround is provided
• Fix or workaround incorporated into Solution
Library
• Fix incorporated into future release
Low 1 Business Day Within 10 • Answer to question is provided through FAQ,
Business Days Knowledge Base,or through trained customer
subject matter experts(SME)
• Fix or workaround incorporated into Solution
Library
Assignment of Service Request Status
When a customer contacts FASTER Customer Support and requests help to resolve a question or an issue,
a service request is opened. The following table describes the possible status that may be assigned to a
service request.
"7,ui1.
Open/In-Process A service request has just been submitted. It may be assigned to an individual
or a queue. FASTER has responded to Customer regarding receipt of the service
request and is actively pursuing a resolution.
Waiting on FASTER is not actively working on the resolution of the service request.
Customer Generally, this is due to information pending from the submitter of the service
request to be able to clearly understand,have the ability to reproduce or identify
from the system log the issue at hand.However, service requests may be put on
hold for other reasons as well.
Active FASTER has identified the issue and is actively working on a resolution,but the
issue requires additional activities, such as, but not limited to, development,
integration, third-party discussions, and additional Customer department
interaction. FASTER will regularly provide status updates and expected
resolution timelines to the customer.
Closed Closed status reflects that:
• Customer and FASTER agree that a satisfactory resolution has been
provided, or
• Customer understands that there is not a solution to the issue at hand,
and the issue is not a result of a product defect,or
• FASTER has made multiple attempts to contact Customer that opened
the log and Customer has not responded.
Electronic service requests (Web, e-mail) may be closed when FASTER
Professional Services has provided an electronic reply with a high degree of
confidence that the reply will resolve the issue or answer the question.
Networking, hardware and installed software at the site are the sole responsibility of Customer and are
not covered in Support Services. Customer misuse or unauthorized use of Licensed Software or Mobile
Modules also is not covered in Support Services.
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(7.4-0 (
5. Training is provided as requested by Customer. Options for training include initial "Go-Live
Training," remote, web-based training, regional training sessions, progressive system
administrator training, and onsite, in person training. Each option will be quoted, in writing, for
Customer's review. Once accepted,the account management team will coordinate scheduling at
the earliest mutually acceptable date.
6. Customer's Responsibilities:
a. Customer's representative(s) must be qualified and authorized to communicate all
necessary information.
b. Customer accepts sole responsibility for any compatibility problems between the
FASTER Web software and any other application software or non-current software
programs not maintained or supported by FASTER.
c. Provide all relevant information and supporting details necessary to clarify support
issue(s).
Term:
A lapse in Software Upgrades &Support is defined as non-payment for 60-days. Customers who
enter delinquent status may be subject to suspension of some or all services, including, but not
limited to support, product updates, or access to cloud-based services. Removal of delinquent status
will be at FASTER's discretion and may require a penalty payment and/or increase in recurring
service costs.
A customer may, at any time, license other FASTER software that will also have a Software Upgrades&
Support fee.There will be an additional Software Upgrades&Support fee due at the time of licensing
the additional software based on the associated licensing fee. Recurring service fees may be pro-rated
to reflect term agreement pricing as is applicable.
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Schedule C: Software License Agreement
1) Scope of License
a) Grant:
Subject to and conditioned on Customer's compliance with the terms and conditions of
this Agreement, FASTER grants Customer a personal, non-exclusive, non-transferable,
non-sublicensable, limited license for its Authorized Users to use the Licensed Software
on behalf of Customer solely during the subscription term set out in Schedule E: Pricing
& Payments Terms (including all orders and/or addenda accepted following execution of
this Agreement, which shall be incorporated automatically into Schedule E at the time of
acceptance) and for Customer's internal business purposes in accordance with the
Documentation. Under the foregoing license, Customer may either(a) install and/or
host the Licensed Software on FASTER's hosting provider's hardware, as agreed by the
Parties in Schedule E; (b) install and/or host the Licensed Software on Customer's, or its
designated contractor's, hardware and in the number of copies of the Licensed Software
permitted in Schedule E (or other licensing metric set forth therein, as applicable); or(c)
any combination of the foregoing (a) and (b).
b) Limitations. Customer shall not, and shall require its Authorized Users not to, directly or
indirectly: (a) use (including make any copies of) the Licensed Software or
Documentation beyond the scope of the license granted; (b) provide any other person
or entity, including any subcontractor, independent contractor, affiliate or service
provider of Customer, with access to or use of the Licensed Software or Documentation;
(c) modify, translate, adapt or otherwise create derivative works or improvements,
whether or not patentable, of the Licensed Software or Documentation or any part
thereof; (d) combine the Licensed Software or any part thereof with, or incorporate the
Licensed Software or any part thereof in, any other programs other than as
contemplated by Schedule E or by the Documentation; (e) reverse engineer,
disassemble, decompile, decode or otherwise attempt to derive or gain access to the
source code of the Licensed Software or any part thereof; (f) remove, delete, alter or
obscure any trademarks or any copyright, trademark, patent or other intellectual
property or proprietary rights notices provided on or with the Licensed Software or
Documentation, including any copy thereof; (g) copy the Licensed Software or
Documentation, in whole or in part, other than as permitted by this Agreement; (h)
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make
available the Licensed Software, or any features or functionality of the Licensed
Software, to any third party for any reason, whether or not over a network or on a
hosted basis, including in connection with the internet or any web hosting, wide area
network (WAN),virtual private network (VPN),virtualization, time-sharing, service
bureau, software as a service, cloud or other technology or service; (i) use the Licensed
Software or Documentation in violation of any Law, regulation or rule; or(j) use the
Licensed Software or Documentation for purposes of competitive analysis of the
Licensed Software,the development of a competing software product or service or any
other purpose that is to FASTER's commercial disadvantage.
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2) SaaS Services.
a) Access.Subject to and conditioned on Customer's compliance with the terms and
conditions of this Agreement, FASTER will provide Customer's Authorized Users a
personal, non-exclusive, and non-transferable right to access and use the Licensed
Software on behalf of Customer solely during the subscription term set out in Schedule
E and for Customer's internal business purposes in accordance with the Documentation.
FASTER shall host the Licensed Software on FASTER's hardware, during the Access Term,
as agreed by the Parties in this Agreement.
b) Acknowledgment. Customer acknowledges and agrees that this Agreement and the
rights provided pursuant to this Section 2 is a services agreement and FASTER will not be
delivering copies of the Licensed Software to Customer or its Authorized Users as part of
the SaaS Services.
c) Proprietary Rights. Customer acknowledges and agrees that the Licensed Software and
any necessary software used in connection with the services provided under this
Agreement contain proprietary and confidential information that is protected by
applicable intellectual property and other laws. Customer further acknowledges and
agrees that the content or information presented to the Customer through the services
provided pursuant to this Agreement may be protected by copyrights,trademarks,
service marks, patents or other proprietary rights and laws. Except where expressly
provided otherwise by FASTER, nothing in this Agreement or Documentation shall be
construed to confer any license to any of FASTER's intellectual property rights, including,
but not limited to, the Licensed Software, whether by estoppel, implication, or
otherwise.
d) Limitations. Customer shall not, and shall require its Authorized Users not to, directly or
indirectly: (a) use (including make any copies of) the Licensed Software or
Documentation beyond the scope of the access and use granted; (b) provide any other
person or entity, including any subcontractor, independent contractor, affiliate or
service provider of Customer, with access to or use of the Licensed Software or
Documentation; (c) modify, translate, adapt or otherwise create derivative works or
improvements, whether or not patentable, of the Licensed Software or Documentation
or any part thereof; (d) combine the Licensed Software or any part thereof with, or
incorporate the Licensed Software or any part thereof in, any other programs other than
as contemplated by Schedule E and the Documentation; (e) reverse engineer,
disassemble, decompile, decode or otherwise attempt to derive or gain access to the
source code of the Licensed Software or any part thereof; (f) remove, delete, alter or
obscure any trademarks or any copyright, trademark, patent or other intellectual
property or proprietary rights notices provided on or with the Licensed Software or
Documentation, including any copy thereof; (g) copy the Licensed Software or
Documentation, in whole or in part; (h) rent, lease, lend, sell, license, assign, distribute,
publish, transfer or otherwise make available the Licensed Software, or any features or
functionality of the Licensed Software,to any third party for any reason,whether on a
network or on a hosted basis, including in connection with the internet or any web
hosting, wide area network (WAN),virtual private network(VPN),virtualization, time-
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sharing, service bureau, software as a service, cloud or other technology or service; (i)
use the Licensed Software or Documentation in violation of any Law, regulation or rule;
or(j) use the Licensed Software or Documentation for purposes of competitive analysis
of the Licensed Software, the development of a competing software product or service
or any other purpose that is to FASTER's commercial disadvantage.
3) The term of this license or subscription will, unless written notice of termination is given at least
60 days prior to the end of the then-current term, automatically renew at the end of each term
for a subsequent term equal in duration to the original term.
4) Environment:
Customer understands that it may use the Licensed Software in a single environment. In this
Agreement, an "environment" is defined as a single installation (instance) of the Licensed
Software and one FASTER Web database.
a) SINGLE FASTER TEST/PRODUCTION ENVIRONMENT: In order to minimize costs, as well
as control quality and reduce risk, there will only be one environment through the
implementation process.This environment, upon installation and during
implementation will be the test environment on which all tasks (system overview,
configuration, testing, training, etc.)will be performed. Upon loading a final Go-Live
database, this test environment will then be promoted to become the production
environment.
b) OTHER TEST OR DEVELOPMENT ENVIRONMENT/S: Customer may request a separate
test or development environment for other purposes (e.g., during the implementation
or after Go-Live) with the additional license and annual support fees outlined in
Schedule E.
5) Software Modifications:
Customer may not modify the Licensed Software, including, but not limited to, reverse
engineering of any component of the Licensed Software in order to perform any such
modifications. Should Customer violate this provision, all warranties associated with the
Licensed Software are null and void.
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Schedule D: Cloud Service Level Agreement (SLA)
1. Administration:
FASTER will issue to Customer's designated "Administrator" an individual logon identifier and password
("Administrator's Logon") for purposes of Customer administering the FASTER Web software. Using the
Administrator's Logon, the Administrator shall assign each remaining Authorized User a unique logon
identifier and password and assign and manage the business rules/permissions that control each such
Authorized User's access to the FASTER Web software. Customer shall use commercially reasonable
efforts to ensure that each Authorized User will: (a) use a logon identifier to access all areas of the
system and not allow the system to be accessed without a logon identifier; (b) not disclose his/her logon
identifier to any person or entity; (c) not permit any other person or entity to use his/her logon identifier
and (d) use the FASTER Web software solely in accordance with the terms and conditions of this
Agreement.
2. Database Backups
An incremental backup of the database to a local drive will occur hourly. And a full backup will occur
nightly. Both the hourly and nightly full backups will be stored offsite.
3. Database Rights and Access:
3.1 Data Rights: Customer maintains full rights to its data contained in the database upon
termination of this Agreement.
3.2 Access to Database: Unless Customer purchases the optional "Database Access," Customer
will not have access to the database or database server(e.g., to run queries directly against
the database). However, Customer will have access to download a copy of the database
backup file on a regular basis. In addition, through the user interface of FASTER Web,
Customer will have access to the business intelligence built into FASTER Web to search data,
run reports and view data in dashboards.
4. Cloud Service Level Agreement:
4.1 Availability: FASTER shall maintain a datacenter adequate to make FASTER software available to
Customer twenty-four (24) hour per day, seven (7) days per week (excluding scheduled
maintenance) with service availability of not less than 99.9% (the "Service Level Commitment")
calculated as specified below.
4.1.1 Formula. The FASTER software will, subject to the exceptions listed below, be available for
a percentage of each calendar month at least equal to the Service Level Commitment. The
availability of the FASTER software for a given month will be calculated according to the
following formula (referred to herein as the "Availability"):
Where:Total minutes in the month =TMM
Total minutes in the month the Service is unavailable=TMU
And: ((TMM-TMU) X 100)/TMM = Availability
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0
0
4.1.2 For purposes of this calculation,the FASTER software will be deemed to be unavailable if
application functions do not successfully complete. Further, the FASTER software will not be
deemed Unavailable for any downtime or outages excluded from such calculation by reason
of the exceptions set forth in Sections 4.1.3 and 4.1.4 below. FASTER's records and data will
be the sole basis for all SLA calculations and determinations.
4.1.3 Exceptions: (a). Maintenance performed at Customer's request outside of the normally
scheduled maintenance will not be considered an outage. (b).The FASTER Web software will
not be considered Unavailable for any outage that results from maintenance performed by
FASTER of which Customer is notified 48 hours in advance and to which Customer does not
reasonably object. (c). Downtime resulting from errors or issues created by Customer will
not be included in the Unavailable total. (d). Should Customer opt to purchase access to the
database, FASTER is not accountable for disruptions caused by Customer's actions related to
database access.
4.1.4 The FASTER network extends to, includes and terminates at the datacenter located router
that provides the outside interface of each of FASTER's WAN connections to its backbone
providers (referred to herein as the "FASTER Network"). The FASTER Web software will not
be considered Unavailable for any outage unavailability due to (a) Customer's information
content or application programming, acts or omissions of Customer or its agents, (b) failures
of Internet backbone itself and the third-party network by which Customer connects to the
Internet backbone or any other network unavailability outside of the FASTER Network; (c)
delays or failures due to circumstances beyond FASTER's reasonable control that could not
be avoided by its exercise of due care; or(d) any other outage or downtime outside the
FASTER Network.
4.2 Remedies: Subject to the exceptions provided for in this SLA, Customer will have the rights set
forth below.
4.2.1 If the total Availability (as calculated in Section 4.1 above)for a given month is (a) below
the Service Level Commitment and greater than or equal to 99.5%, Customer will receive
three (3) Service Credits; (b) below 99.5%and greater than or equal to 99.0%, Customer will
receive ten (10) Service Credits; and (c) below 99.0%, Customer will receive fifteen (15)
Service Credits. Notwithstanding the foregoing and in lieu of the preceding Service Credits,
any continuous outage of more than twenty-four(24) hours shall automatically result in a
total of one month's value of Service Credits. If Service Level Commitment is not met for a
second time in a thirty (30)-day period, then Customer shall be entitled to receive at
Customer's election, either(i) another month's value of Service Credits, or (ii) the right to
terminate this Cloud Service Level Agreement.
4.2.2 For purposes of this SLA, a Service Credit will be deemed to be an amount equal to 1/30th
of the monthly fee for the cloud services to Customer(herein referred to as "Service
Credit"). Service Credits will be recognized for billing purposes in the month following the
month giving rise to such Service Credits. All Service Credits will be calculated assuming a
30-day month. Except as provided above in Section 4.2.1 of this SLA, Customer's right to
receive Service Credits will be Customer's exclusive remedy for FASTER's failure to satisfy
the Service Level Commitment.
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4.2.3 Remedies will not accrue (i.e., no Service Credits will be issued and an outage will not be
considered unavailability for purposes of this SLA) if Customer is in breach of its payment
obligations either when the outage occurs or when the credit would otherwise be issued.
4.3. Performance: Customer understands that performance of the FASTER Web software is
dependent on multiple factors, including, but not limited to, internet access speed, onsite
network capabilities, user demand load, and hardware performance.
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U
SCHEDULE E: PRICING AND PAYMENT TERMS
Payment Schedule
Migrating Customer
Standard Quote
MILESTONE PAYMENT
Project Kickoff 33.3% One Time Fees
FASTER Web Delivery 33.3% One Time Fees and 100% of 1st Year
Recurring Fees
Data Delivery and Go-Live 33.3% One Time Fees
One Time Fees Recurring Fees
Year 1 $185,853.50 $45,864.25
Year 2 $0.00 $45,864.25
Year 3 $0.00 $45,864.25
Year 4 $0.00 $45,864.25
Year 5 $0.00 $45,864.25
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Schedule F: Additional Terms and Conditions
1. PAYMENT AND INTEREST FEES: Payments are due upon receipt of a proper invoice and incompliance with
Chapter 218, Fla. Stats., otherwise known as the"Local Government Prompt Payment Act."Any late interest
fees shall be pursuant to Section 218.74, Fla.Stat.
2. SALES TAX. Collier County,Florida as a political subdivision of the State of Florida,is exempt from the payment
of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-
8015966531C-1.
3. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Fleet
Management Division.
4. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to
the Contractor at the following:
Contractor Name: TT Faster LLC
Principal Address: 760 Lynnhaven Parkway
Virginia Beach,VA 23452
Attention Name&Title: John Griffin, Business Development Manager
Telephone: Direct:(757) 623-1700 ext.3034/Mobile:(205)515-5167
E-Mail(s): John.G@fasterasset.com
All Notices from the Contractor to the County shall be deemed duly served if mailed or
emailed to the County to:
COUNTY: Board of County Commissioners for Collier County, Florida
Division Name: Fleet Management Division
Address: 2901 County Barn Road
Naples, Florida 34112
Contract Administrator: John W. King, Fleet Director
Telephone: (239) 252-4110
E-Mail(s): John.King@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.
5. NO DISCRIMINATION.The Contractor agrees that there shall be no discrimination as to race,sex,color,creed
or national origin or any other class protected by federal or Federal law.
6. PUBLIC ENTITY CRIME: By its execution of this Agreement, the Contractor acknowledges to comply with the
terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a public entity
crime.
7. INSURANCE. The Contractor shall provide insurance as follows:
A. 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.
Page 25 of 28
Off.
B.Technology Errors&Omissions:$1,000,000 Per Occurrence.
C.Cyber Liability: $1,000,000 Per Occurrence.
Special Requirements: Collier County Board of County Commissioners 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. The Certificate of Insurance must state the Contract Number, or Specific Project
Description or must read: For any and all work performed on behalf of Collier County.
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.
8. INDEMNIFICATION. To the maximum extent permitted by Florida law,the Contractor shall defend,indemnify
and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and
costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from
any claimed breach of this Agreement by Contractor,any statutory or regulatory violations,or from personal
injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized
by the Contractor in the performance of this Agreement. This indemnification obligation shall not be
construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an
indemnified party or person described in this paragraph.
This section does not pertain to any incident arising from the negligence of Collier County.
9. 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.
10. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that
this Agreement is subject to appropriation by the Board of County Commissioners.
11. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either
directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set
forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and
County Administrative Procedure 5311. Violation of this provision may result in one or more of the following
consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with
County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business
with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or
quotes;and, c. immediate termination of any Agreement held by the individual and/or firm for cause.
12. 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,as well as the
requirements set forth in Florida Statutes, §448.095; taxation, workers' compensation, equal employment
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and safety including, but not limited to, the Florida Public Records Law Chapter 119, including specifically
those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows:
IT IS THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT. THE
CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, IT
SHOULD CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
Communications,Government&Public Affairs Division
3299 Tamiami Trail East,Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8999
Email: PublicRecordRequest@colliercountvfl.gov
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the service.
2. Upon request from the public agency's custodian of public records, provide the public agency with
a copy of the requested records or allow the records to be inspected or copied within a reasonable
time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by
law.
3. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the Contractor does not transfer the
records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in
possession of the Contractor or keep and maintain public records required by the public agency to
perform the service. If the Contractor transfers all public records to the public agency upon
completion of the contract, the Contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the Contractor
keeps and maintains public records upon completion of the contract,the Contractor shall meet all
applicable requirements for retaining public records. All records stored electronically must be
provided to the public agency, upon request from the public agency's custodian of public records,
in a format that is compatible with the information technology systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the
County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a
breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement
immediately.
13. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to
resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making
authority and by County's staff person who would make the presentation of any settlement reached during
negotiations to County for approval. Failing resolution,and prior to the commencement of depositions in any
litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute
through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The
mediation shall be attended by representatives of Contractor with full decision-making authority and by
County's staff person who would make the presentation of any settlement reached at mediation to County's
board for approval. Should either party fail to submit to mediation as required hereunder, the other party
may obtain a court order requiring mediation under section 44.102, Fla.Stat.
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14. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or
arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County,
Florida,which courts have sole and exclusive jurisdiction on all such matters.
15. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in
writing of the County.Any attempt to assign or otherwise transfer this Agreement,or any part herein,without
the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part
thereof,it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations
and responsibilities that Contractor has assumed toward the County.
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