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Backup Documents 04/28/2015 Item #16D15 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 6D TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 5 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#I through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s)(List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney OfficeAVAkS 4. 13CC Office Board of County Commissioners \ 45 4\ k`c 5. Minutes and Records Clerk of Court's Office 'MN 14(C )( (s 3:rip In PRIMARY CONTACT INFORMATION tt UJ1I Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Trinity Scott& essie Sillery Phone Number 252-5832&252-5 40 Contact/ Department PublicTransit NBHD Enhmt(old atm) Agenda Date Item was 4/28/2015 Agenda Item Number 16(D)15 Approved by the BCC Type of Document Attached Avail—Maintenance&Support Number of Original ( I )original Agreement Documents Attached PO number or account number if document is to be recorded SPECIAL INSTRUCTIONS: Federal Express Acct.four acct#-4563-4132-2)to: Avail Technologies,Inc. Attn: Jeff Pogue,Vice President of Operations 1960 Old Gatesburg Road,Suite 200 State College,PA 16803 His phone#is(814)234-3394 Ext. 1029 INSTRUCTIONS&CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is appropriate. Yes N/A(Not (In'tial) Applicable) l. Does the document require the chairman's original signature? ` ger 2. Does the document need to be sent to another agency for additional signatures? If yes, rovide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman, with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. // 4. All handwritten strike-through and revisions have been initialed by the County Attorney's Office and all other parties except the BCC Chairman and the Clerk to the Board 10// 1 5. The Chairman's signature line date has been entered as the date of BCC approval of the document or the final negotiated contract date whichever is applicable. / 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's signature and initials are // required. i 7. In most cases(some contracts are an exception),the original document and this routing slip should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of Ale your deadlines! 8. The document was approved by the BCC on 4/28/2015 and all changes made during the meeting have been / incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes direct- by the BCC have been made,and the document is ready for the Chairman's signature. �/ I I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 16015 5 MEMORANDUM Date: May 1, 2015 To: Trinity Scott, Public Transit Manager Alternative Transportation Modes From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Maintenance & Support Agreement w/Avail Attached for your records is the document as referenced above (Item #16D15) that was adopted by the Board of County Commissioners on April 28, 2015. An original has been sent to Jeff Pogue with Avail Technologies. If you have any questions please call me at 252-8411. Thank you. Attachment D 1,4 L MEMORANDUM Date: May 1, 2015 To: Jeff Pogue, Vice President of Operations Avail Technologies, Inc. From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Maintenance & Support Agreement w/Avail Attached for your records is the document as referenced above (Item #16D15) that was adopted by the Board of County Commissioners on April 28, 2015. If you have any questions please call me at 252-8411. Thank you. Attachment 1 6 0 1 5 1 1 1 fedex.com 1.800.GoFedEx 1.800.463.3339 4i N R r'g :k i 1Z�EV sif C D S" Zy o ' mm0 Np n to mm m F. imp m - ; o� € � � m am s' g 0 _ - 65� .z19I , _ • Fn "1":4 9 - .--- = F A...c, 1 p c P a,.. `o 123 .i 3... ;.;. ID a. _ 1 r 1 r•y 3. Cr co i P. cl co no 4 :, to co c,' CA LS � m=a !' A 03 a Qom.. e cn 41; Q' O CS Ln • DO 1 r+� III L?' m O N O N• N N cam, • j(� al& —t. 04 �' -3a ❑ ❑ 1 r cr d • g f miya ili4i efi �1� w O. rig;< < v£ !gig❑ - ❑ , ❑ ❑ " L�( "' n Li '1) ' . �+R Q �/` rn f m E r m gg 0 tf e V A FEE Ufa- EC's° g 7[ z' ¢ il a F� C'S ay c g' E.E "UV as s c e 3, a g£ ❑ 4,r` i-`rg tD z '< . Fir dao tti F, V 0 a i m `-Vzm m - W I'm m - m g ER 1..- „ m ' m n' qq it m a$ �. n m = �9 1 W 0 z $ aoa g a' r W ma 1. £ g w�a H C L 74I 3 ifa t: H I a 's s hi m = im c, - & p xm1. TE .fig' 14.N gt n rA zy gQ < z. .< C . m r.: ❑ m < m- m a. _i n I s.�'w w C m Y a c t m 22 O-n C 117° ��Lr A 1 43,r<V) m X �m ; i Q-. 6 [—.I 'i''' 3 $c as s L7 .z 1 3mmeE re, �aam Hla e 9, 2 .f to 161715 6 n Maintenance and Support Plan February 1, 2015 through January 31, 2017 Collier Area Transit Maintenance and Support Agreement 2 Year Extension THIS AGREEMENT("AGREEMENT"), by and between the Collier County, a political subdivision of the State of Florida,operating as Collier Area Transit,3299 Tamiami Trail East, Suite 103, Naples, FL 34112, hereinafter"COUNTY", and AVAIL TECHNOLOGIES, INC.,a corporation, located at ig6o Old Gatesburg Rd, STE 200, State College, PA 16803-2241, hereinafter called "AVAIL",collectively referred to as the "PARTIES", shall become effective the date of System Acceptance. WHEREAS,AVAIL has licensed to the COUNTY certain systems as specified in the Software License Agreement of near or even date herewith(the"License Agreement")and COUNTY wishes to have AVAIL perform maintenance services on the software and associated hardware of the licensed systems pursuant to the following terms and conditions and the terms and conditions of the License Agreement: 1. Description and Term a. Systems Covered The materials covered in this Agreement are the hardware and software required for deployment of the AVAIL Intelligent Transportation System(ITS).The software which includes AVAIL's OmniPoint Software Suite("Software"), is defined and more fully described in,and subject to,the signed Software License Agreement,as updated with any improvements or modifications furnished to COUNTY hereunder; b. Sites 1.3299 Tamiami Trail East, Suite 103, Naples, FL 34112 c. Term The term shall be for Two years(2),commencing upon the Support Period (February 1, 2015 through January 31, 2017)with a Single payment as defined in Exhibit A.The Agreement shall be reviewed by both Parties for any renewal of term at least sixty(60)days prior to the expiration of the current term. Payment is prescribed in Exhibit"A". 2. Definitions a. "Specifications"shall mean the documentation to which the Software must conform as set forth in the license Agreement; b. "Error"shall mean a material and reproducible failure of the Software to function in conformity with the Specifications. c. "Additional Services"shall mean any service that is not covered by this agreement; d. "Hosted Support"shall mean AVAIL will house, implement, maintain and backup the customer fixed-end system on AVAIL owned(or leased)equipment for the duration of the contract period. e. "Self-Heal"refers to the ability the system has to detect a program is in an inoperable state and to take appropriate action to return the program to an operable state. f. "RMA"refers to Avail's Return Material Authorization procedure. Submitted by: Page 1 �• .. y Avail Technologies, Inc. (rev2ol4) : ".. • _Ch`J 7,011F, '.NC 16015 Maintenance and Support Plan February i, 203.5 through January 31, 2017 Collier Area Transit g. "Anniversary"shall mean the beginning date of the support period and the annual occurrence of that date for the duration of the defined support period. h. "Current Support Period" shall mean the inclusive dates of support as provided in Sec 3..c 3. Customer Support Plans a. COUNTY has elected the level of support as defined in Figure a 4.AVAIL Responsibilities During the term of this Agreement,AVAIL shall provide the following support measures. AVAIL shall provide: a. There are two problem resolution standards for the levels of support(See Figure a): a. General Provision: a. Telephone hot line access for problem and error reporting and response of diagnostic services; b. Ability to initiate support requests via e-mail to Support®Availtec.com c. AVAIL shall staff their Call Center during regular business hours see Figure a. In case of a support call,AVAIL will want to collect the pertinent information as soon as practical. In the event that AVAIL cannot answer the initial call,a voicemail service shall be operative as a backup system; 2. Routine Care—(as defined in Figure a) a. AVAIL shall respond to the call as stated in Figure 1; b. The problem will be entered into the AVAIL tracking system,entering the Caller's Name, Property Name and Contact Phone Number; c. AVAIL shall keep COUNTY advised of a plan for resolution of the error as soon as practical; d. If the error occurs after AVAIL business hours,the Caller shall still leave a voice message with the same information as listed above. 3. Urgent Care—(as defined in Figure a) a. AVAIL will respond to a call as stated in Figure 1; b. Upon receipt of the call,the Support Team will immediately begin to assess the error and begin the process of resolving the problem. Resolution shall be conveyed to COUNTY as soon as practical; c. The error will be entered into the AVAIL tracking system: d. On-site response for requests for remedial support and diagnostic repair services in response to shall be pursuant to Section 11.b.4 of this Agreement. 4. System Self-Diagnostics and Self-Healing capabilities a. Through the use of sophisticated software monitoring system,the system will notify the operations staff of potential system degradation and alerts the on-call staff via message 24 hours/7 days a week. Submitted by: Page 2 16 Avail Technologies,Inc. (rev2014) ... �;;. cava I L fEGHNF)I.OGIF. _I^i Maintenance and SupportFebruary Plan 1, 2015 through January 316o17 1 5 Collier Area Transit b. Through these same techniques,the system has the capability to self-heal processes that have stalled or failed. 5. COUNTY Responsibilities COUNTY shall give AVAIL,their full cooperation to facilitate proper and prompt performance of the Support Services and any additional services that the PARTIES agree. COUNTY shall provide: a. A key technical contact that shall be familiar with the System to provide adequate information and feedback in order to facilitate problem reporting and resolution; b. The key technical contact will be aware of the terms and conditions under which AVAIL Systems provides after hours support: c. Promptly notify AVAIL of any error in the System; d. Provide sufficient information for AVAIL to effectively diagnose errors including a detailed description of the issue in text format,an explanation of what the user was doing when the issue occurred, any error messages that the system returned,screen shot images of the error,the current status of the system,a determination if the system is functional, and a state retrieval, if requested; e. Permit AVAIL to take such reasonable steps as AVAIL shall consider necessary to remedy any errors; f. Allow AVAIL prompt and reasonable access to: 1. REMOVED—HOSTED SOLUTION The Software and ITS Server system through a Virtual as presented in the contract. 2. COUNTY's physical sites,at the locations specified in the Support Plan of this Maintenance and Support Agreement. g. Provide a safe and secure work environment at the site(s)for AVAIL's authorized personnel performing Support Services and additional services on-site. COUNTY shall not permit any person other than authorized AVAIL personnel to make corrections or in any way modify the Software.Any work, repair, replacement, remedial support,emergency support,or correction necessary will be in violation of this provision shall be considered additional services. 6. Software Maintenance AVAIL shall notify and make available to the COUNTY all, Purchased Feature Enhancement and Bug Fixes to the software for the current software license.The nature and extent of the elements to be included or covered in any Enhancement, or Bug Fix shall be determined solely by AVAIL. Purchased Feature Enhancements and Bug Fixes will be made available to the COUNTY at no additional charge other than the costs for additional hardware,configuration, integration,testing,travel and lodging and per diem, provided they are current in their payment for Maintenance and Support fees. In the event the COUNTY has elected not to pay the Maintenance and Support Fees,they may obtain updates of a Purchased Feature Enhancements and Bug Fixes by paying the aggregate annual Maintenance and Support Fees which would otherwise have been due from the date of discontinued Submitted by: Page 3 • . . Avail Technologies, Inc. (rev2014) ;:` 16015 6 0 Maintenance and Support Plan February a, 2015 through January 31,2017 Collier Area Transit Maintenance and Support Services to the date such Purchased Feature Enhancement or Bug Fixes becomes generally available. As soon as practical,AVAIL will provide the COUNTY with information relating to any software New Features during the term of this Agreement. New Feature Purchase shall be negotiated and agreed to in writing, between the PARTIES, prior to any work beginning on the requested task. All efforts shall be made by the COUNTY to provide AVAIL access to the individual Software server through the VPN process. Any New Feature Purchases, Purchased Feature Enhancement and Bug Fixes provided shall be governed by all of the terms and provisions of this agreement. Upon notification,the COUNTY shall have six(6) months from receipt of such notice to authorize AVAIL to deliver the product, provided they are current in their payment for support fees.All New Feature Purchases, Purchased Feature Enhancements,or Bug Fixes provided,shall be considered Software for purposes of the Software License Agreement and this Maintenance and Support Agreement. AVAIL agrees to provide to the COUNTY the elected level of support as defined in section 3a for the Software and any subsequent upgrades during the full term of this Agreement(including all renewals) through the end of this contract or any subsequent extension of Maintenance and Support Services; provided that the COUNTY has paid the applicable Maintenance and Support Charges hereunder as and when they become due.AVAIL agrees that its failure to continue to provide such support shall constitute a material breach of this Agreement. AVAIL agrees to provide to the COUNTY the Level of Support as stated in Figure ifor the Software and any subsequent upgrades during the full term of this Agreement(including all renewals)through the end of this contract or any subsequent extension of Maintenance and Support Services; provided that the COUNTY has paid the applicable Support Charges hereunder as and when they become due.AVAIL agrees that its failure to continue to provide such support shall constitute a material breach of this Agreement. 7. Maintenance and Support Services a. COUNTY shall pay the Maintenance and Support charges set forth, and COUNTY will receive technical support for the term of this Contract; b. Provided COUNTY has paid the applicable Maintenance and Support,AVAIL shall support the Hardware and Software as set forth in this Agreement; c. Corrections- For a period of Twelve(12) months following the release of a Major Release upgrade, AVAIL will use reasonable efforts to support any previously Release of that Software program.AVAIL shall advise COUNTY as soon as practical,of the intention to discontinue support services of any version of AVAIL software currently in use by COUNTY.AVAIL shall also maintain this requirement for the subcontractors they use for this Project; d. AVAIL shall have no obligation to correct problems which are traced to any COUNTY errors, modifications,enhancements,software or hardware; In the event that AVAIL provides any additional services requested by COUNTY,AVAIL shall invoice for such additional services based upon its then-current time and material rates, provided those rates are supplied to the COUNTY and the work is approved prior to commencement. COUNTY shall pay all charges for such additional services within thirty(30)days from the date of invoice. Charges for additional services may include fees for labor, materials, hardware components, shipping,software,documentation,and/or other products or services and associated expenses, including reasonable travel expenses incurred by AVAIL when providing additional services at COUNTY's request. Submitted by: Page 4 .**„ ;; Q Avail Technologies, Inc. (rev 2°14) _.. ��**;;:QUQ I.L bJ 1-71 Maintenance and Support Plan February i, 2015 through Januar 3.,6313 Collier Area Transit Additional Maintenance and Support,which shall follow the completion of the Current Support Period may be extended for an agreed upon timeframe by the PARTIES.The cost would be at AVAIL's then- current standard Maintenance and Support Fees for as long as AVAIL offers such support.The intent is to make payment of the applicable fees in advance of each anniversary of the completion date. If COUNTY purchases Maintenance and Support for any copy of the Software, it must purchase Maintenance and Support for all licenses of such Software unless COUNTY has discontinued the use of certain licensees within the Avail Suite of purchased and installed modules. 8.Travel Expenses COUNTY will reimburse the AVAIL for any reasonable out-of-pocket expenses deemed appropriate and as approved by COUNTY's staff assigned to this project, including airfare,travel to and from COUNTY's site, lodging, meals and shipping,as may be necessary in connection with the duties performed under this Agreement by AVAIL.Appropriate expenses shall be limited to those incurred on site visits associated with the performance of this Agreement which shall receive prior approval from COUNTY.AVAIL shall submit requests for reimbursement to COUNTY. Such requests shall be accompanied by documentation substantiating the expense. Invoices for these expenses shall be presented to COUNTY by the AVAIL within fifteen (15)days of the end of the month. 9. Confidentiality The Confidentiality provision of the Software license Agreement is hereby incorporated by reference into this Agreement,subject to the Florida Public Records Law, Chapters 11g, 688 and 812, F.S. and is protected as trade secrets and considered confidential and proprietary under these statutes as their release would provide an economic advantage or value to a competitor.As stated in the Software License Agreement,this relates to the Software and Documentation. 1o. Maintenance and Support AVAIL represents to COUNTY that all services provided hereunder will be performed in a workmanlike manner. This Maintenance and Support agreement includes the software and hardware listed below for this entire term. If during the period of this Maintenance and Support Agreement,any software or device of the System were to become obsolete,AVAIL agrees to work with COUNTY to provide a replacement device and to ensure its downward compatibility with the rest of the deployed system. 1,. Maintenance and Support Components a. Software(includes all applicable license fees): CommandPoint Dispatch 7 CommandPoint Replay 8 CommandPoint TALE 2 CommandPoint WiNG 1 Control Point- Fixed Route 25 Control Point—Paratransit 22 DataPoint(Site License) 1 InfoPoint Sign Controller 1 InfoPoint Departure Estimator 1 Submitted by: Page 5 ..�, Avail Technologies,Inc. (rev2014) . ::*... QUO I TEChNOLOGIEO CC 16015 Maintenance and Support Plan February 1, 2015 through January 31, 2017 Collier Area Transit InfoPoint Web—Public License 1 InfoPoint Google Transit Feed Export Module 1 OmniPoint Database 1 OpenPoint WLAN 1 VitalPoint 1 RouteMatch TS MDT/AVL Interface Module 1 License 1. System Support: a. AVAIL will provide remote and, if necessary,on-site system support as per Section ss.c,for the term specified in this Agreement,for all software initially provided by AVAIL for sustaining the accepted system configuration; 1. Phone and Remote Diagnostic system Support: a. AVAIL will provide consultation to COUNTY's Key Technical Contact to: 1. Facilitate remote troubleshooting and solution implementation; 2. Acquire and review data logs for problem identification via remote access line; 3. Provide problem analysis and possible resolution; 4. COUNTY must maintain remote access capability for AVAIL to diagnose reported software and systems problems. Remote access will be via a VPN connection; 5. AVAIL can, at COUNTY's request, assist in arranging for service and support of non-warranted components(i.e. LAN interface to the Communications system and Installation/Removal services).AVAIL will not be responsible for the service call or system repair costs. Such costs will be billed to COUNTY. 2. Exceptions: a. If it is determined by AVAIL that a system problem was not due to an AVAIL installed component, COUNTY will be responsible for all engineering and technical support,time and material costs.All labor will be charged at AVAIL's prevailing rates; b. On-site support is not included in the offer but is available on a time and material basis. However,AVAIL will provide remote support to COUNTY without additional charge. b. Hardware 1. Covered Equipment Vehicle Logic Unit—IEB 47 Vector g000 47 MacKenzie DADS MB7o1Annunciator 25 Sunrise Signs 25 InfoDev APC 25 Data Display Wayside Signs—LCD Indoor 1 Data Display Wayside Signs—LED Outdoor 1 Submitted by: Page 6 ;;; ...::::, go Avail Technologies, Inc. (rev 2°14) ..:............. QVca i L TECHNOtOO ES. iNC 16015 Maintenance and Support Plan February i, 2015 through January 31,2017 Collier Area Transit VeWbffatiaMit.1.111 2. Covered Computer Equipment ThinClient Workstations(Manufactures Warranty 4 thru May 2015) Unit SNs: S2E6DL3o1668, S2E6DL3o2218, S2E6DL302712, S2EDL3o2730 3. Products deemed defective will be repaired at no additional cost for parts, material and labor. Products will be replaced, instead of repaired, at AVAIL discretion. 4. System Maintenance: a. COUNTY is responsible for equipment replacement as required for all installed equipment including: 1.In-vehicle equipment; 2.Wireless modem; 3.Wireless LAN; 4.Wayside Sign Component modules. b. System Maintenance includes removal of equipment, replacement with a spare, initial triage diagnostics and shipping to a designated repair point.Any item returned to AVAIL must follow AVAIL's RMA procedures; 1.COUNTY is responsible for shipping cost to AVAIL or designated repair point.AVAIL will return ship at AVAIL's expense. 1. Exceptions: a. Non-technical hardware items such as batteries, racks, cables,connectors, mounts, handsets,speakers,antennas,sign audio buttons, KVM switches, network switches, memory storage media, panels and punch blocks are wear items and are not covered beyond the Vehicle Installation Support; b. AVAIL is not responsible for: 1.Products that are not used and serviced according to the training and instructions provided by AVAIL; 2.Products that have been altered, repaired or modified without prior consent from AVAIL; 3.Products damaged by any third party equipment or intervention,force of nature or other conditions not In AVAIL's control; 4.Products damaged due to negligence or abuse. 5.Cost, loss or damages resulting from the use of AVAIL supplied products, including but not limited to, loss of time, inconvenience and loss of production; 6.Shipping and shipping related costs of products mailed to AVAIL; 7.Costs associated with parts, materials and labor provided by COUNTY's Maintenance personnel. c. AVAIL may evaluate items not covered under Maintenance and Support and an assessment will be provided to COUNTY. If COUNTY agrees with the assessment,they will Submitted by: Page 7 • ...*l,,�� !; Avail Technologies, Inc. (rev2014) .. ,.•.... QUQ�L rECHNOLO( ;h: 16015 Maintenance and Support Plan February a, 2015 through January 31,2017 Collier Area Transit be charged for the labor to complete the evaluation,shipping and shipping related costs, parts and materials used and repair labor. If COUNTY elects not to repair the item,only the labor required for the assessment will be charged.All labor is charged at AVAIL's prevailing rates for the required skill level. c. Time and Material Charges for Non-Supported Hardware Repairs or Support: a. To maintain system support coverage, all systems hardware must be returned to AVAIL for repair or approved for repair by AVAIL at a specified repair facility; b. Any returned unit may be repaired or replaced at the sole discretion of AVAIL; c. AVAIL will charge a minimum of one(a) hour for each issue or return with subsequent increments billed at one-quarter(1/4) hour intervals at AVAIL's prevailing rate charges (Please refer to Figure 1); d. Charges for non-supported repair/replacement or support will include the prevailing Preferred Customer rates(subjected to periodic updates). e. Travel and associated travel labor costs for on-site work(if required)are not included and will be invoiced to COUNTY at travel costs shall be pursuant to Section 8 of this Maintenance and Support Agreement.An estimate of on-site costs will be provided prior to any travel expenses being incurred. d. Installation Vehicle Installation go Days e. System Maintenance Logging All system maintenance or repair information,whether Hardware or Software, is collected and recorded via CRM Case Logs entry, RMA Tracking for Hardware and configuration management tools for Software. ..1.11116 MOW Submitted by: Page 8 �.....� ,,;;;;? ;?3• Avail Technologies, Inc. (rev2014) .... . OV Ci TECNNOLO1 F. .. D 1 F. Maintenance and Support PlanFebruaryi� 2015through 31,2 Collier Area Transit 1111111111 111611111111111111111111111k 11111111111MMINIk The maintenance and support set forth in this agreement is a limited maintenance and support plan.The hardware and software, included under the initial installation, new feature purchases, purchased feature enhancements or bug fixes,are subject to the representations,warranties, indemnifications, limitations and disclaimers set forth in the license agreement. 1. Limitation of Liability a. Except with respect to the obligations of Avail pursuant to section 8 of the software license agreement, in no event shall Avail's liability for any reason and upon any cause of action under the software license agreement exceed the maintenance and support fees paid by COUNTY to Avail; b. Aside from the provisions listed in the contract and section g of the Software License Agreement Avail shall not be liable for any loss of profits, any incidental,special,exemplary or consequential damages; or any claims or demands brought against COUNTY or any third party. c. The parties shall not rely upon and shall not grant any means of remedy arising from any statement, representation, maintenance and support or understanding of any person other than as expressly set out in this agreement. 2. Termination a. Notwithstanding the foregoing,all provisions here of relating to confidentiality, proprietary rights, nondisclosure, indemnity and limitations of liability shall survive the termination of this agreement. In the event of termination under this paragraph, COUNTY will not be entitled to any refund of any portion of the fees paid to Avail under this agreement, unless Avail: b. Materially breaches this agreement and fails to cure such breach within thirty(3o)days after notice from COUNTY; c. Delivers a notice that the software has been declared obsolete or withdrawn from sale; d. Otherwise discontinues providing standard level of support for the myAvail software suite: i. Avail shall refund to COUNTY an amount equal to the aggregate support charges paid by COUNTY for the time during which the standard level of support services was not provided to COUNTY. 3. Miscellaneous a. This agreement is made,and shall be construed and interpreted,under the laws of the State of Florida,and venue for any suit concerning this Agreement shall rest in the State and Federal courts for Collier County, Florida. Submitted by: Page 9 • ....::.: '�*: . :. Avail Technologies, Inc. (rev 2°14) :;,`;;..••;':•+ ?f CHNOLOGIE S. IN 16015 Maintenance and Support Plan February 3., 2015 through January 31, 203.7 Collier Area Transit MIIIIIIIIIIIIIIM116.11111111111111111111111.111,,11111111111111111111111111.111111•111111111111111111111. Figure i- Maintenance and Support Plan Available Customer Support Plans Plan Description • Routine Care and Urgent Care are provided during Standard • Included in this Business Hours standard business hours. Progress updates Agreement Support provided every two business hours. • Urgent Care response 24/7 access to the Avail Support Team which includes Standard Business Hours Support and all NON-business hours of coverage to support Urgent Care needs. Extended Hours • A customer support line to contact the on-duty • Included in this Support support engineer at Avail. Agreement • The continuation of Urgent Care resolution after Standard Business Hours. • Progress updates provided every 2nd hour(or as agreed by your team). • Includes all features of Standard Business Hour Support and Extended Hours Support • Avail operates and maintains the fixed end computer system in our dedicated data center operation • Avail connects to your high speed communications interface provider • Included in this Hosted System • Avail maintains system backup services and Agreement operational system redundancy • Includes system hardware maintenance and software release maintenance and upgrades • Avail provides the staff for operation and maintenance of the computer system at the hosted location Submitted by: Page 10 ..INMtt••.. Avail Technologies, Inc. (rev2014) CVO I` TECHNOLOGIES, INC 160151 Maintenance and Support Plan February i, 2015 through January 31, 2017 Collier Area Transit Problem Resolution Standards Level Definition Target action • Production use of the system is • Initial response within (4)four possible, but a business function is business hours; disabled and no workaround exists; • Resource assigned within a day and Routine Care remains assigned until resolution; • This category also applies to problems which severely impact the • Activity to resolve problem during progress of an implementation business hours; project where no workaround exists. • Target Resolution:72 hours. • Initial response within (1)one business hour for Standard • Business Critical—Production use of Business Hours Support; the system is not possible; • Extended Hours Support response • No communication with vehicles and time will be one(1) hour Urgent Care no workaround exists; • Resource assigned immediately and remains assigned until • COUNTY requires resolution urgently resolution; do to financial, legal and public risk • Immediate activity to resolve exposure. problem; • Target Resolution: 24 hours. Prevailing Labor Charges for non-Supported Repairs and Services a. Software Engineer- $154.00/hour b. Technician - $88.00/hour Rates are subject to periodic review and adjustment. Changes to the rate, if any,will occur no more frequently than annually. Reporting Process: 1. Contact the Call Center and register problem with system- (814)-234-3394(extension 1050); 2. If no answer at the Call Center, be sure to leave caller name, property name and contact phone number,description of problem; 3. Alternate contact: a. Fax-(814)-234-3393; b. E-mail-support@availtec.com. Standard Business Hours: 1. Monday through Friday; 2. 7:3o AM to 6:3o PM EST; 3. Business Closure-January 1st, Memorial Day,July 4th, Labor Day,Thanksgiving and the following Friday, December 25th. (NOTE: If the Holiday falls on a Saturday,Avail is closed on the preceding Friday. If a Submitted by: Page 11 .. .......••. : 'f Avail Technologies, Inc. (rev 2014) ............... . CVO IL TECHNOLOGIES, INC 1 I 5 Maintenance and Support Plan February 1, 2015 through January 3 o Collier Area Transit Holiday falls on a Sunday,Avail is closed on the following Monday.) Work Flow: Upon receipt of an issue,AVAIL support staff will begin documentation of the issue.The documentation shall record all pertinent information that has been received either by telephone or email. Following completion of the gathering of information regarding the problem,AVAIL support staff will categorize the issue and communicate the target action back to COUNTY contact. Once a problem has been identified,AVAIL support staff will work with AVAIL or third party engineering staff to determine an appropriate solution timeframe. Once the solution has been tested and proven viable,AVAIL support staff will contact COUNTY to make arrangements for implementation. In the event that the solution cannot be tested and implemented within the timeframe that was initially communicated to COUNTY,AVAIL support staff will attempt to implement a workaround for COUNTY while pursuing resolution. In all cases,AVAIL will attempt to minimize the amount of time necessary to resolve the issue. If AVAIL personnel cannot recreate the problem in the lab configuration,additional information may be required from COUNTY.This may include but is not limited to screen shots in .bmp or.jpg format and/or retrieval of files from the affected software. AVAIL will endeavor to resolve any system problems remotely through use of a Virtual Private Network (VPN). If both parties deem it necessary to travel to COUNTY premises to resolve the problem,the on-site engineering/technical support services are included in this agreement.The cost for the travel and living expenses shall be agreed upon between the PARTIES.The engineering/technical support services rendered will be billed to COUNTY if it is determined while on site that the problem resolution was not due to AVAIL's inability to re-create and resolve the problem remotely. Plan Acceptance For AVAIL For: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Signature: Signature: i Name: Jeffrey Pogu- Name: TIM NANCE Title: Vice President of Operations Title: C'HATRMAN Date: Ick,y" Date: 4/28/15 ATTEST A oved as to fo and gality DWIGHT E. EIRO ,CLERK *1"--1 � Scott R.Teach,Deputy County Attorney Atteststo,-Chairman's Submitted by: Page 12 • •+••.••.• 1!_'?_!. Avail Technologies, Inc. (rev 2°14) • ...•••. QUQ I TECHNOLOGIES,INC Maintenance and Support Plan February 3., 203.5 throw h JanuaCollier Area Transitg rY 16015 203.7 1y. EXHIBIT A Payment Schedule Payment Due Period of Support Upon Extension Acceptance February 1, 2015 thru Jan 31, $197,923.00 2017 Submitted by: Page 13 411) ...N � €;: Avail Technologies, Inc. (rev2ol4) ,,,........ aVaIL TECHNOLOGIES.INC