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Backup Documents 12/14/2021 Item #16D19
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 60 1 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 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#1 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 Initiallss Date 1. Risk Risk Management (5K,/` 144I21 2. County Attorney Office County Attorney Office CMG- 15I3-1 4. BCC Office Board of County Pr Commissioners /,LKI / ' ./i/a 1 4. Minutes and Records Clerk of Court's Office A , / Yie/V0,-/ 7 a:3 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION 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 Ana Reynoso/PURCHASING Contact Information 239-252-8950 Contact/ Department Agenda Date Item was December 14,2021 i/ Agenda Item Number 16.D.19. Approved by the BCC Type of Document Agreement Number of Original 1 Attached Documents Attached PO number or account N/A 20-7783 5 Point Solutions, number if document is 5 Point Solutions, LLC to be recorded LLC INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP 0 N/A 2. Does the document need to be sent to another agency for addition ures? If yes, N/A provide 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 AR 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 N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the AR 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 AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A 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 your deadlines! RECEIVED 8. The document was approved by the BCC on December 14,2021 and all changes made DEC 1N Will of during the meeting have been incorporated in the attached document. The County afor Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the Risk Mari lii BCC,all changes directed by the BCC have been made, and the document is ready for the 01,4(�/ an option for Chairman's signature. this line. 16019 MEMORANDUM Date: December 16, 2021 To: Ana Reynoso, Procurement Services From: Martha Vergara, Sr. Deputy Clerk Minutes & Records Department Re: Contract #20-7783 for "Mental Health Data Collaborative" Contractor: 5 Point Solutions, LLC Attached for your records is an original of the referenced document above, (Item #16D19) adopted by the Board of County Commissioners on Tuesday, December 14, 2021. The Board's Minutes & Records Department has kept an original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-7240. Thank you. Attachment Collier County RFP#20-7783"Mental Health Data Collaborative" MASTER SOFTWARE-As-A-SERVICE(SAAS)AGREEMENT This Master Software as a Service Agreement(the"Agreement"and/or"Contract")is dated,made,and entered into as of the I� day of Qeceiyi eA , 2021 by the Collier County,a political subdivision of the State of Florida, and 5 Point Solutions,LLC, a South Carolina limited liability company organized and existing under the laws of the State of South Carolina,and registered to do business in the State of Florida(collectively the"Parties"). Customer Name: Collier County Board of County Commissioners Collier County,Florida("Customer"or"County") Address: 3339 Tamiami Trail, Suite 211 Naples,Florida 34112 Vendor Name: 5 Point Solutions,LLC("Vendor"or"5 Point Solutions") Email Address: contracts@myfivepoint.com Principal Address: 204 Caughman Farm Lane, Suite 201 Lexington, South Carolina 29072 BACKGROUND AND PURPOSE Vendor is the owner of various computer software systems("Software")made available to it customers on a software as a service ("SaaS") solution basis. Vendor also provides hosting configuration, training, and other computer software integration services for various computer automated business functionality transferring certain data into and retrieving such data from the Software as purchased by Customer pursuant to mutually agreed upon Statements of Work referencing this Agreement("Services"). Vendor and Customer may sometimes be referred to herein each as "Party" or together as "Parties." Based on the foregoing premises and the promises set forth below,the Parties agree as follows: AGREEMENT 1. Grant of Access to Software. 1.1. Access Grant. Upon execution of an Attachment (See e.g., Attachment 1, Products & Pricing Schedule attached hereto), during the Term, and subject to the terms and conditions of this Agreement and such Attachment(s), Vendor hereby grants to Customer a limited, non-exclusive, non-transferable, non- assignable,right, on a subscription basis only, without the right to grant sublicenses,to access and use the Software via Vendor's web-based platform, over the Internet, as a SaaS solution, solely to support Customer's normal course of business,as configured by Vendor in accordance with Sections 2 and 3 below ("Solution"). Customer's access to the Solution is limited for use by the number of staff members as set forth in the Attachment(s).Additional fees will apply if Customer desires to add more agencies or other staff members. Civilian workers that are directly employed by Customer may also use the Solution in accordance with State and Federal CJ1S regulations. However,Customer shall not provide any third-party access to the Software or Solution without Vendor's prior written consent. The license granted in this Section 1 shall also include modifications to the Solution or Software that Vendor may make available to the Services that Customer procures from Vendor. 1.2 Restrictions on Use. Customer shall not, and shall not permit others to, without Vendor's prior written consent: (i) exceed the number of permitted staff members as set forth on the Attachment(s); (ii) license, sublicense,provide access, sell, resell, distribute, rent, lease, assign or transfer the Software or Solution to any third party; or (iii) modify, customize, reverse engineer, adapt, reverse assemble, reverse compile or create derivative works of the Software or Solution or any part thereof. 2. Services. Upon execution of this Agreement and an Attachment with the effective date December 14,2021 the Parties will execute a Statement of Work("SOW")for the initial configuration of the Software and for the integration and connection of the Software to agreed upon data interfaces as set forth in the mutually approved Statement of Page 1 of 19 Ca-) Collier County RFP#20-7783"Mental Health Data Collaborative" 1 6 U 1 � g MASTER SOFTWARE-As-A-SERVICE(SAAS)AGREEMENT This Master Software as a Service Agreement(the"Agreement"and/or"Contract")is dated,made,and entered into as of the day of , 2021 by the Collier County, a political subdivision of the State of Florida, and 5 Point Solutions,LLC, a South Carolina limited liability company organized and existing under the laws of the State of South Carolina,and registered to do business in the State of Florida(collectively the"Parties"). Customer Name: Collier County Board of County Commissioners Collier County,Florida("Customer"or"County") Address: 3339 Tamiami Trail, Suite 211 Naples,Florida 34112 Vendor Name: 5 Point Solutions,LLC("Vendor"or"5 Point Solutions") Email Address: contracts@myfivepoint.com Principal Address: 204 Caughman Farm Lane, Suite 201 Lexington, South Carolina 29072 BACKGROUND AND PURPOSE Vendor is the owner of various computer software systems("Software")made available to it customers on a software as a service ("SaaS") solution basis. Vendor also provides hosting configuration, training, and other computer software integration services for various computer automated business functionality transferring certain data into and retrieving such data from the Software as purchased by Customer pursuant to mutually agreed upon Statements of Work referencing this Agreement("Services"). Vendor and Customer may sometimes be referred to herein each as "Party" or together as "Parties." Based on the foregoing premises and the promises set forth below,the Parties agree as follows: AGREEMENT 1. Grant of Access to Software. 1.1. Access Grant. Upon execution of an Attachment (See e.g., Attachment 1, Products & Pricing Schedule attached hereto), during the Term, and subject to the terms and conditions of this Agreement and such Attachment(s), Vendor hereby grants to Customer a limited, non-exclusive, non-transferable, non- assignable, right, on a subscription basis only,without the right to grant sublicenses,to access and use the Software via Vendor's web-based platform, over the Internet, as a SaaS solution, solely to support Customer's normal course of business,as configured by Vendor in accordance with Sections 2 and 3 below ("Solution"). Customer's access to the Solution is limited for use by the number of staff members as set forth in the Attachment(s).Additional fees will apply if Customer desires to add more agencies or other staff members. Civilian workers that are directly employed by Customer may also use the Solution in accordance with State and Federal CJIS regulations. However,Customer shall not provide any third-party access to the Software or Solution without Vendor's prior written consent. The license granted in this Section 1 shall also include modifications to the Solution or Software that Vendor may make available to the Services that Customer procures from Vendor. 1.2 Restrictions on Use. Customer shall not, and shall not permit others to, without Vendor's prior written consent: (i) exceed the number of permitted staff members as set forth on the Attachment(s); (ii) license, sublicense, provide access, sell, resell, distribute, rent, lease, assign or transfer the Software or Solution to any third party; or (iii) modify, customize, reverse engineer, adapt, reverse assemble, reverse compile or create derivative works of the Software or Solution or any part thereof. 2. Services. Upon execution of this Agreement and an Attachment with the effective date November 9, 2021 the Parties will execute a Statement of Work("SOW")for the initial configuration of the Software and for the integration and connection of the Software to agreed upon data interfaces as set forth in the mutually approved Statement of Page 1of19 16019 Collier County RFP#20-7783"Mental Health Data Collaborative" Work to support the Solution(s) as delineated in the Attachment(s). If Customer desires additional interfaces, configuration or customization an additional Statements of Work to this Agreement will be entered into and additional fees will apply. 3. Joint Effort&Customer Responsibilities. Customer agrees to make available,at no cost to Vendor,access to all equipment, management, supervisory and other Customer personnel, as Vendor may reasonably require, to perform its duties hereunder in a timely fashion. Customer agrees to provide Vendor's personnel,at no cost to Vendor, reasonably adequate office space, furniture and telephones at Customer's location for the performance by Vendor's employees of their assigned tasks pursuant to this Services Agreement. The Parties agree that the implementation, configuration or other services tasks delineated in a Statement of Work will involve the mutual cooperation and support of both parties.Vendor and Customer promise and agree to cooperate and perform all duties,tasks,and services required herein in a timely manner. Customer acknowledges,at its expense, to procure any licenses required for integrating with Customer's third-party software, and for managing the timely performance of any tasks by Customer's personnel and its third-party consultants. Any unanticipated delays by Customer or its third-party vendors which interferes with Vendor from timely completing Vendor's work assignments or causes delays in project completion dates will result in extensions of project timelines and Customer agrees to use commercially reasonable efforts to ensure that any such delay does not result in slippage of later project schedules. In addition, Customer acknowledges that delays predominately caused by Customer may result in additional fees charged on a time and materials basis at the rate of$225.00 per person-hour if such delays require extending or rescheduling Vendor's personnel allocated to the corresponding project. 4. Customer Support. During the Term,Vendor will provide Customer with the ability to report technical issues 24x7 for the Software/Solution. Response times to resolve issues are set forth at Vendor's Customer Support Policies set forth in a Schedule to the corresponding Attachment. Telephone support shall be available to not more than three (3) named callers. Vendor support includes troubleshooting,basic usability,and navigation assistance. If applicable,Customer agrees to provide Vendor access to production systems for purposes of customer support. 5. Service Level Agreement. Vendor will provide the Services in accordance with the Service Levels ("SLAs") annexed to the corresponding Attachment as the SLA Schedule. 6. Fees and Payment Terms. 6.1 Payment Terms. Fees and payment terms for the Initial Term of the Agreement are set forth in the Attachment and will be paid to Vendor by Customer. All fees due hereunder(except fees subject to good faith dispute) shall be due and payable upon receipt of a proper invoice and in compliance 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.No work shall commence by the Vendor until a Purchase Order is issued to the Vendor by the Customer.Unless otherwise instructed by Customer in writing,Vendor shall send all invoices to Customer at the following: Collier County Clerk of the Circuite Courts-Finance Departement 3299 Tamiami Trail East, Suite 403 Naples,Florida 34112-5746 Invoices can be emailed to: Bccapclerk(a,collierclerk.com 6.2 Expenses. Customer shall reimburse Vendor for pre-approved travel and cost of living expenses incurred while performing Services hereunder in accordance with Section 112.061, Florida statutes. Such expenses are included in any estimates provided in a SOW. All travel expenses required for the initial set up and training are included in the setup fee set forth in the applicable Attachment I. Page 2 of 19 0 16Di (k Collier County RFP#20-7783"Mental Health Data Collaborative" 6.5 Taxes. Subscription fees and all other fees invoiced pursuant to this Agreement do not include,and may not be reduced to account for, any taxes, which may include local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to,value-added taxes, excise,use, goods and services taxes, consumption taxes or similar taxes and/or foreign withholding taxes(collectively defined as"Taxes").Customer is responsible for paying all Taxes imposed on the Service or any other services provided under this Agreement.If Vendor has a legal obligation to pay or collect Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be computed based on Customer's address listed in the invoice clause which will be used as the ship-to address on the Attachment, and invoiced to and paid by Customer, unless Customer provides Vendor with a valid tax exemption certificate authorized by the appropriate taxing authority. 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 Statues, Certificate of Exemption # 85- 8015966531 C-1. 7. Ownership. 7.1 Solution. Customer acknowledges and agrees that it is acquiring only the right to access and use the SaaS Services, Solution, and underlying Software under this Agreement. Vendor, or its licensors as the case may be, is the owner of all right, title, and interest in and to the Software and Solution and all components and copies thereof, all modifications thereto (including derivative works based on the Solution or underlying Software application), and changes to the Solution made by Vendor pursuant to this Agreement, and all of the intellectual property rights in and to all of the foregoing. In no event shall title to all or any part of the Solution or underlying Software applications pass to Customer. Customer agrees that as between the Parties, the Solution,all underlying Software applications,and all copies(in whole or part)shall remain the exclusive property of Vendor, or its licensors as the case may be, and may not be copied or used except as expressly authorized by this Agreement. 7.2 Documentation and Training Materials. All Vendor documentation and training materials provided by Vendor hereunder,and all modifications thereto and intellectual property rights therein,shall be the sole and exclusive property of Vendor. Customer may make copies of such documentation and training materials for its reasonable and ordinary internal training purposes only. All proprietary rights notices contained on the Vendor documentation and training materials shall be reproduced on any copies. Subject to applicable open records laws,no copies of Vendor documentation or training materials shall be provided to any third party or competitor of Vendor. 7.3 Customer Data. (a) All data uploaded by Customer into or created using Vendor's SaaS Services is owned solely by the Customer, and Vendor will not access such data unless for the sole purpose of delivering the Services. Customer acknowledges and agrees that Vendor is merely a provider of the SaaS Services and the Solution on which the Customer Data resides. (b) Customer may access and retrieve Customer data stored using the SaaS Services at its sole discretion, regardless of who created the content and for what purpose. Customer will use due diligence to validate the Customer Data that resides in the Solution prior to taking action on such data. Customer shall ensure compliance with all applicable laws and regulations, including 28 CFR Part 23 and the Criminal Justice Information Services("CJIS")requirements with respect to the Customer Data. (c) Customer hereby authorizes Vendor to access Customer Data for the sole purpose of providing the Solution and Services hereunder. Vendor will not share Customer Data with any third parties, subject to Section 12.2 herein, or modify any Customer Data without Customer's express written consent. Access to Customer Data by Vendor's authorized representatives shall be conducted in a safe, secure, and reliable manner. Page 3 of 19 16019 Collier County RFP#20-7783"Mental Health Data Collaborative" 8. Security and Insurance 8.1 Security. (a) Vendor will operate the Services in alignment with NIST and CJIS controls. (b) Vendor will provide a copy of their internal Statement of Cybersecurity posture prior to entering into this agreement. (c) Vendor will permanently delete all data and copies of data from its systems when deleted by the Customer, any authorized End User,or as designated in customer-defined retention schedules. 8.2 Insurance. During the Term of this Agreement, Vendor shall maintain commercially reasonable amounts insurance and will provide Customer with a broker's certificate showing the following limits: A. Commercial General Liability: Coverage shall have minimum limits of$ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations;Independent Contractors;Products and Completed Operations and Contractual Liability. B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers'Liability with a minimum limit of$1,000,000 for each accident. C. Professional Liability:$1,000,000 Per claim&in the aggregate. D. Cyber Liability: $1,000,000 Per Occurrence. E. Technology Errors&Omissions: $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. 9. Limited Warranty 9.1.Software/Solution Warranties. (a) Vendor hereby represents and warrants to Customer(i)that the Solution provided under this Agreement will conform in all material respects as described in Vendor's published documentation("Documentation") and to Customer specifications that Vendor has agreed to in writing and incorporated into this Agreement ("Specifications"); (ii) that Vendor has the legal right to enter into and perform its obligations under this Agreement; and (iii) that, at the time of Customer access, to the best of Vendor's knowledge, the Solution provided under this Agreement does not violate or in any way infringe upon the intellectual property rights of any third party. For purposes of this Agreement, "knowledge"of a business entity shall mean the actual Page 4 of 19 16 1C` Collier County RFP#20-7783 "Mental Health Data Collaborative" knowledge of its executive officers and key managers. Customer must promptly report any defects in the Solution to Vendor within thirty(30)days of its discovery in writing in order to receive the warranty remedy set forth in this Section 9.1(a). (b) Vendor's sole obligation under this Software/Solution warranty shall be to provide a workaround or correction for or replace,any defective or nonconforming Solution so as to enable the Solution to materially conform to the Documentation and Specifications or otherwise as warranted above. All issues will be worked in accordance with support timelines set forth in the SLAs for the corresponding Attachment. If Vendor does not provide a work around or correction for, or replace, the Solution so that it materially conforms to the Documentation and Specifications within the resolution time provided by Vendor to Customer, then Customer has the option to terminate the Services upon written request,and Vendor will refund prepaid fees pro-rated for the balance remaining in the then-current term. (c) Vendor shall have no obligation under this warranty if the Solution has been used other than in accordance with this Agreement. d) EXCEPT AS SET FORTH IN THIS SECTION 9.1, VENDOR AND ITS SUPPLIERS MAKE NO WARRANTIES OR CONDITIONS TO ANY PERSON OR ENTITY WITH RESPECT TO THE SOFTWARE OR SOLUTION OR ANY DERIVATIVES THEREOF AND DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT, SYSTEM INTEGRATION, OR ENJOYMENT. 9.2 Services Warranties. The following service warranty applies to professional services performed for Customer under a SOW. (a) Vendor warrants to Customer that any professional services for a particular SOW will be performed in a manner consistent with generally accepted industry practices. Customer must report any deficiencies in the Services to Vendor in writing within thirty (30) days of completion of the Services for that particular SOW or order in order to receive the warranty remedy set forth in this Section 9.2. (b) If the Services are not performed in a manner consistent with generally accepted industry practices,then Vendor's obligation under this service warranty shall be to re-perform the defective Services at no cost to Customer. For any breach of the services warranty set forth in this Section 9.2,Customer's exclusive remedy,and Vendor's sole liability, shall be the re-performance of the Services at no cost to Customer, and if Vendor fails to re-perform the Services as warranted within the resolution time mutually agreed upon by Vendor and Customer, Customer shall be entitled to a refund within thirty(30) days of notice by Customer of the fees paid by Customer to Vendor for the deficient services and to immediately terminate the particular statement of work without liability. (c) EXCEPT AS SET FORTH IN THIS SECTION 9.2,VENDOR AND ITS SUBCONTRACTORS MAKE NO WARRANTIES OR CONDITIONS TO ANY PERSON OR ENTITY WITH RESPECT TO PROFESSIONAL SERVICES PERFORMED HEREUNDER, AND DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF WORKMANSHIP, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 9.3 Customer's Actions. In the event that Customer is required to provide any information or take any actions to facilitate the access and use of the Services and/or Solution,Customer will use good faith efforts to provide Vendor with the required information or take the required actions in a timely manner. Page 5 of 19 16 B 19 Collier County RFP#20-7783 "Mental Health Data Collaborative" 10. LIMITATION OF LIABILITY. (A)TO THE EXTENT ALLOWED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, THE SAAS SERVICES, SOFTWARE, AND OTHER SERVICES ARE PROVIDED BY VENDOR TO CUSTOMER ON AN "AS IS" BASIS. VENDOR DOES NOT WARRANT THAT THE SOFTWARE OR SERVICERS WILL BE UNINTERRUPTED OR ERROR-FREE OR MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM THE USE OF THE SOFTWARE OR SOLUTION. NEITHER VENDOR NOR ITS LICENSORS, AFFILIATES, CONTRACTORS, MANAGERS, MEMBERS OR THEIR RESPECTIVE EMPLOYEES OR AGENTS WILL EVER BE LIABLE FOR LOSS OR INACCURACY OF DATA OR SYSTEM USE,DOWNTIME,GOODWILL,PROFITS OR OTHER BUSINESS LOSS,OR ANY OTHER INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES WHETHER UNDER CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY,EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (B) EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED,VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS(KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT, AND THAT THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT FOR THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF VENDOR,IN NO EVENT SHALL THE TOTAL LIABILITY OF VENDOR AND ITS AFFILIATES, INCLUDING BUT NOT LIMITED TO DAMAGES OR LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OF WARRANTY, INFRINGEMENT OR OTHERWISE, EXCEED FIVE HUNDRED THOUSAND US DOLLARS ($500,000 US). IN NO EVENT SHALL VENDOR HAVE ANY LIABILITY FOR CUSTOMER'S MISUSE OR FAILURE TO USE THE SOLUTION. 11. Indemnification 11.1 Infringement. To the maximum extent permitted by Florida law, the Vendor will defend, indemnify and hold harmless Customer,its officers and employees against any and all liabilities,damages,losses and costs, third-party claims that the Software or Solution infringes any U.S. Patents or registered U.S. copyrights of such third party that are issued as of the Effective Date of the Agreement.Vendor shall pay any and all costs, damages,and expenses, including,without limitation,reasonable attorneys' fees and costs awarded against or otherwise incurred by Customer in connection with or arising from any such claim, suit, action, or proceeding. The duty to defend is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Vendor,Customer and any indemnified party. Customer shall be entitled to indemnification only if(a)Customer promptly notifies Vendor in writing after its discovery of of such claim in sufficient detail to enable the Vendor to evaluate the claim,and(b)Customer cooperates in all reasonable respects,at Vendor's cost and expense,with the investigation,trial and defense of such claim and any appeal arising therefrom. Should the Solution become, or in Vendor's opinion be likely to become,the subject of such a claim of misappropriation or infringement,Vendor at its sole option, shall either:(a)procure for Customer the right to continue using the Solution,(b)replace such Solution with functionally-equivalent software, or modify such Solution to make it non-infringing, or(c)if neither option (a)nor(b)is reasonably available,terminate this Agreement and refund any pre-paid fees to Customer,pro- rated for the balance remaining in the then-current subscription term. Page 6 of 19 1 6 D 9 Collier County RFP#20-7783 "Mental Health Data Collaborative" 12. Term and Termination. 12.1 Term. The Initial Term shall commence as of the Effective Date of this Agreement and continue in full force and effect for a three (3) year term with two (2) one-year renewal terms,with annual payment for services following the Service Start Date as set forth in the Attachment(s). The Customer may extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred eighty(180)days.The Customer shall give the Vendor written notice of the Customer's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 12.2 Termination. This Agreement may be terminated as follows: 12.2.1 Termination for Non-Appropriation of Funds. Without limiting any party's right to terminate for breach,the parties agree that Customer may terminate this Agreement on ninety(90) days' advance written notice to the Vendor due to lack of funding. Customer agrees to include in its budget request appropriations sufficient to cover Vendor's obligations under the Agreement; (b)Customer agrees to use all reasonable and lawful means to secure these appropriations;(c)Customer agrees it will not use non-appropriations as a means of terminating the Agreement in order to acquire functionally equivalent products or services from a third party. All obligations of Customer to make payments after the termination date will cease and all Vendor obligations to provide the applicable Solutions, Software and Services will terminate. Notwithstanding the foregoing, Customer will pay for(i) the entire time period the Solution was made available prior to Vendor's receipt of notice of termination for non-appropriation; and(ii) for all amounts and Service periods for which Customer has received access to the Solution and services. 12.2.2 Termination for Cause. (a) Either Party may terminate this Agreement if the other Party breaches any of the material terms and fails to cure such breach within thirty(30)days after receipt of written notice of such breach, or, if the breach cannot be reasonably cured within said period, to promptly commence to cure and diligently proceed until cured. (b) Either Party may terminate this Agreement if the other Party (i) becomes insolvent, (ii) makes an assignment for the benefit of creditors,(iii)files or has filed against it a petition in bankruptcy or seeking reorganization,(iv)has a receiver appointed,or(v)institutes any proceedings for the liquidation or winding up; provided, however, that, in the case any of the foregoing is involuntary, such Party shall only be in breach if such petition or proceeding has not been dismissed within ninety(90)days. (c) If the breaching Party cures any such breach as provided herein,this Agreement shall continue unabated and the breaching Party shall not be liable to the other for any loss,damage or expense arising out of or from,resulting from,related to, in connection with or as a consequence of any said breach. If the Services have not been provided for thirty(30) days or more after notice by Customer, Customer may terminate this Agreement and receive a refund of prepaid fees pro- rated for the balance remaining on the then-current subscription term. 12.2.3 Termination for Convenience. (a) Should the Vendor be found to have failed to perform the services in a manner satisfactory to the Customer and requirements of this Agreement,the Customer may terminate said Agreement for convenience with a thirty (30) day written notice. The Customer is the sole judge of non- performance. Page 7 of 19 C 1 6 D 1 9 Collier County RFP#20-7783"Mental Health Data Collaborative" (b) In the event the Agreement is terminated, Vendor's recovery against the Customer shall be limited to the portion of the Agreement amount earned through the date of termination. The Vendor shall not be entitled to any other of further recovery against the Customer,including,but not limited to,any damages or any acticpated profit on portions of the services not performed or materials not provided. 12.3 Effect of Termination. Upon any expiration or termination of this Agreement,all Attachments shall immediately terminate and Customer shall, as of the date of such expiration or termination, immediately cease accessing and otherwise utilizing the applicable Service(except as permitted under the section entitled "Retrieval of Customer Data" and"Transition Period before Final Termination") and Vendor Confidential Information. Termination for any reason shall not relieve Customer of the obligation to pay any fees accrued or due and payable to Vendor prior to the effective date. 12.4 Transition Period before Final Termination. If this Agreement is terminated and Customer submits a written request to Vendor for a one-time transition period within thirty (30) days of such termination,Vendor will continue to provide the Service for up to six(6)months (the"Transition Period"), subject to the terms and conditions of this Agreement. Monthly fees for the Transition Period will be 1/12 of the immediately preceding twelve-month period plus, only if this Agreement was not terminated by Customer for cause. If Customer requests transition assistance during the Transition Period, Vendor will provide consulting cooperation and assistance regarding the Service as set forth in a Statement of Work, governed by a professional services agreement,at Vendor's then-current rates for professional services unless a different rate is mutually agreed upon by the Parties.Notwithstanding the foregoing,if Vendor is enjoined from performing,or termination of this Agreement was due to Customer's breach,Vendor has no obligation to perform under this section unless it receives(i)payment of all fees not subject to reasonable and good faith dispute, (ii) prepayment of fees for further services, and (iii) certification of ongoing compliance with the terms of this Agreement during the Transition Period. 12.5 Transition Consulting Services. During a Retrieval Period or Transition Period, Vendor will provide cooperation and assistance as Customer may reasonably request to support an orderly transition to another provider of similar software, services, or to Customer's internal operations. Such cooperation and assistance will be limited to consulting regarding the Vendor Service and will be subject to a fee based on Vendor's then-current rates for consulting services and such services will be set out in a statement of work to a professional services agreement between the parties. Notwithstanding the foregoing, in the event of termination of this Agreement by Vendor for Customer's breach, Vendor may withhold the provision of transition consulting services and condition further performance upon (i) payment of undisputed fees then owed and(ii)prepayment of fees for further services. 12.6 Retrieval of Customer Data. Upon written request by Customer made prior to or upon any expiration or termination of this Agreement,Vendor will make Customer Data available to Customer through the Service solely to allow Customer to retrieve Customer Data for a period of up to a total of sixty(60)days after such expiration or termination (the "Retrieval Period"). If Customer utilizes the Transition Period described above,it will still receive a total of no more than sixty(60)days of non-cost Retrieval Period.After such Retrieval Period, Vendor will have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data by deleting Customer's Tenant; provided, however,that Vendor will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Vendor will continue to protect the Customer Data in accordance with this Agreement. Customer Data will be made available in an industry-standard and Vendor-supported format mutually agreed upon between the parties (for example, CSV, delimited text or Microsoft Excel). The foregoing deletion obligation will be subject to any retention obligations imposed on Vendor by Law. Additionally, during the Term of the Agreement,Customer may extract Customer Data using Vendor's standard web services. Page 8 of 19 1601 9 Collier County RFP#20-7783"Mental Health Data Collaborative" 12.7 Survival. The provisions of Sections 6, 7, 8, 9, 10, 11, and 12 shall survive the termination of this Agreement. 13. General Provisions. 13.1 Binding Agreement. This Agreement is binding on the heirs,executors,administrators,successors and permitted assigns of the Parties. 13.2 Public Records and Confidentiality. (a) Obligations. Each party will: (1)protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information: and (2) not disclose the Confidential Information, except to certain affiliates, employees, and agents who have agreed in writing to keep the information confidential.Each party(and any affiliates,employees,and agents to whom the information has been disclosed) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement while using reasonable care to protect it. Each party is responsible for any actions of its affiliates,employees,and agents that are in violation of this Section. (b) Exceptions. Confidential Information does not include information that: (1) the recipient of the Confidential Information already knew; (2)becomes public through no fault of the recipient; (3) was independently developed by the party; or(4)was rightfully given to the recipient by another party. 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. (c) Required Disclosure. Each party may disclose the other party's Confidential Information when required by law but only after it:(1)uses commercially responsible efforts to notify the other party; and(2)gives the other party the chance to challenge the disclosure. (d) Third-Party Requests. If a Party is responsible for responding to Third Party Requests such Party will,to the extent allowed by law and by the terms of the Third Party Request: (1)promptly notify the other Party of its receipt of a Third Party Request in a manner permitted by law; (2) comply with the other Party's reasonable requests regarding its efforts to oppose a Third Party Request; and(3)provide the other Party with the information or tools required for the other Party to respond to the Third Party Request. (e) Data Breach. In the event of a data breach or unauthorized access of the Customer's data,Vendor will promptly notify the Customer of the breach, including details of its nature, the data compromised,mitigation efforts,and corrective actions to be taken by Vendor. 13.3 Assignment. This Agreement is not assignable by either party without the prior written consent of the other. 13.4 No Waiver. If either Party waives any breach by the other,it shall not be construed as a waiver of any subsequent breach. Each Party's rights hereunder shall be cumulative, and any rights hereunder may be exercised concurrently or consecutively and shall include all remedies available even though not expressly referred to herein. 13.5 Electronic Media. A copy of this Agreement and the signatures affixed hereto transmitted and delivered by facsimile or electronic mail shall be deemed to be originals for all purposes. In addition,either Party may scan or otherwise convert this Agreement into an electronic and/or digital media file, and a copy of this Page 9 of 19 16Q1 c4 Collier County RFP#20-7783"Mental Health Data Collaborative" Agreement or the electronic data file produced from any such electronic or digital media format may serve and be given the same legal force and effect as the original. 13.6 Right to Subcontract. Vendor may subcontract for the provision of certain portions of the Solution under this Agreement. Customer acknowledges and agrees that the provisions of this Agreement inure to the benefit of and are applicable to any subcontractors engaged by 5 Point Solutions LLC to provide any service set forth herein to Customer and bind Customer to said subcontractor(s) with the same force and effect as they bind Customer to 5 Point Solutions LLC. This provision does not denote that a contractual relationship exists between the vendor's subcontractors and the Customer. 13.7 Entire Agreement. This Agreement, including the attachments hereto,constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous oral or written statements, proposals, communications, negotiations, agreements, advertising and marketing including correspondence, brochures and Internet websites. The following documents are expressly agreed to be incorporated by reference and made part of this Agreement and are to be followed in the order below: 1. Five Point Solutions Caseworx Project Statement of Work 2. Vendor's Proposal 3. Request for Proposal#20-7783 "Mental Health Data Collaborative" 13.8 Force Majeure. Neither Party shall be held liable for any damages or penalty for delay in the performance of its obligations hereunder when such delay is due to earthquake, flood,fire,hurricane,power failure, tornado, terror, riot, war, or other event or disaster beyond the Party's control, provided the Party uses reasonable efforts seeking to(a)mitigate the consequences and(b)promptly notify the other Party. 13.9 Notices. Any notice required or permitted under this Agreement shall be in writing,shall reference this Agreement and will be deemed given: (i)upon personal delivery to the appropriate address; or(ii)three(3) business days after the date of mailing if sent by certified or registered mail;or(iii)one(1)business day after the date of deposit with a commercial courier service offering next business day service with confirmation of delivery. All communications shall be sent to the contact information set forth below or to such other contact information as may be designated by a Party by giving written notice to the other Party pursuant to this provision: To Vendor: 5 Point Solutions LLC 204 Caughman Farm Lane, Suite 201 Lexington, South Carolina 29702 Attn: Cicero G. Lucas,Chief Executive Officer Email: contracts( myfivepoint.com To Customer: Collier County Board of County Commissioners,FL Community and Human Services Division 3339 Tamiami Trail East, Suite 211 Naples,Florida 34112 Attn: Catherine Sherman,Grants Coordinator Phone: (239)252-1425 Email: Catherine.Sherman@colliercountyfl.gov 13.10 Severability. If any provision of this Agreement is determined by a court or arbitrator of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability Page 10 of 19 G�' Collier County RFP#20-7783 "Mental Health Data Collaborative" 1 V Q 1 of any other part or provision of this Agreement, and such provisions shall be interpreted so as to effectuate the intent and purpose of the Parties. 13.11 Waiver and Modification. Waiver of any breach or failure to enforce any term of this Agreement shall not be deemed a waiver of any breach or right to enforce which may thereafter occur. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by both Parties. 13.12 Modifications. Any amendment, supplementation, or other modification of any provision of this Agreement shall be effective only if in writing and signed by both Parties. It is the intent of the Parties that this Section 13.12 shall expressly apply to exclude any additional or conflicting terms in any purchase order or similar ordering document("PO") issued by Customer and requires instead a writing between the Parties that is separate and apart from any such PO to amend or add to this Agreement. 13.13 Relationship of Parties. This Agreement shall not be construed as creating an agency, partnership, joint venture, or any other form of legal association between the Parties and each Party is an independent contractor. 13.14 Counterparts. This Agreement may be executed in one or more counterparts,each of which shall for all purposes be deemed an original. 13.15 Non-Solicitation of Employees. Each Party agrees that during the term of this Agreement and for a period of one(1)year after its expiration or termination,neither Party will solicit or encourage any employee or consultant to discontinue their employment or engagement with the other Party. This provision shall not apply to employment opportunities of either Party advertised to the general public (e.g., newspaper advertisement,internet advertisement or listing, etc.)to which an employee of either Party may respond. 13.16 Compliance with Laws. The Parties agree to fully comply with all laws and regulations in the performance of this Agreement, including all relevant export and import laws and regulations of the United States. Further,if applicable, Customer agrees to fully comply with 28 CFR Part 23. By executing and entering into this Agreement,the Vendor is formally acknowledging without exception or stipulation that it agrees to comply,at its own expense,with all federal, state and local laws,codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324,et seq. and regulations relating thereto,as either may be amended;taxation,workers' compensation,equal employment and safety including,but not limited to,the Florida Public Records Law Chapter 119,including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b)as stated as follows: IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Division of Communications,Government and Public Affairs 3299 Tamiami Trail East,Suite 102 Naples,FL 34112-5746 Telephone: (239)252-8999 Email: PublicRecordRequest(i colliercountyfl.gov The Vendor 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. Page 11 of 19 (-3 1 6 B 9 Collier County RFP#20-7783 "Mental Health Data Collaborative" 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 Vendor 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 Vendor or keep and maintain public records required by the public agency to perform the service. If the Vendor transfers all public records to the public agency upon completion of the contract,the Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Vendor keeps and maintains public records upon completion of the contract, the Vendor 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 Vendor observes that the Contract Documents are at variance therewith,it shall promptly notify the County in writing. Failure by the Vendor 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. 13.17 Choice of Law; Dispute Resolution; Jurisdiction; Venue. This Agreement and all amendments, modifications, alterations,or supplements hereto, and the rights of the Parties hereunder shall be construed under,and be governed by,the substantive laws of the State of Florida,without regard to any conflict of law provisions. The provisions of the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. If there is a dispute between the Parties relating to this Agreement, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor 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. Any litigation arising out of or relating to this Agreement shall take place exclusively in the appropriate state or federal court in and for Collier County,Florida. 13.18 Paragraph Headings. The paragraph titles used herein are for convenience of the Parties only and shall not be considered in construing the provisions of this Agreement. 13.19 Order of Precedence; Governing Documents. If a purchase order or similar ordering document is issued by Customer for the Solution and/or Services hereunder, the Parties hereby agree that the terms and conditions of this Agreement shall govern and take precedence over any different or additional terms and conditions of such purchase order or similar document. If there is any conflict between the terms and conditions of this Agreement and any purchase order or similar document, the terms and conditions of this Agreement shall govern. The parties expressly agree that different or additional terms shall govern unless by a formal amendment to this Agreement signed by the parties. 13.20 Authority to Bind. Each Party hereby represents and warrants that the Party signing below has full right,power,and authority to enter into this Agreement and bind such Party accordingly. 13.21 Public Entity Crime. By its execution of this Agreement,the Vendor 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. 13.22 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 II1, 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 Page 12 of 19 CA 1 6 n 1 9 Collier County RFP#20-7783"Mental Health Data Collaborative" 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 13.23 Key Personnel. The Vendor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The Customer reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Vendor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Vendor shall not change Key Personnel unless the following conditions are met: (1)Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the Customer is notified in writing as far in advance as possible. The Vendor shall make commercially reasonable efforts to notify Customer withing seven(7)days of the change.The Customer retains final approval of proposed replacement personnel. 13.24 Health Insurance Portability and Accountability Act. In compliance with 45 CFR 164.504(e),the Vendor shall comply with the provisions of this Agreement,governing the safeguarding,use,and disclosure of Protected Health Information created,received,maintained,or transmitted by Vendor or its subcontractors incidental to performance under this Agreement. 13.25 Offer Extended To Other Governmental Entities. Customer encourages and agrees with the Vendor extending the pricing,terms and conditions of this Agreement to other governmental entities at the discretion of the Vendor. Signature page to follow ******Remainder of page intentionally left blank****** Page 13 of 19 16Q19 Collier County RFP#20-7783"Mental Health Data Collaborative" IN WITNESS WHEREOF,Customer and Vendor have caused this Agreement to be executed under seal themselves or by their respective duly authorized agents or officers. ATTEST: CUSTOMER: Crystal K. Kinzel, Clerk of Circuit Court BOARD OF COUNTY COMMISSIONERS and Comptroller COLLIER COUNTY, FLORIDA I',1^n By: By: Penny Taylo hair Dated: (SEA Attest as to Chai n's signatu*: Vendor's Witnesses: VENDOR: 5 Point Solutions,LLC First Witness By: ( Signature TType/print witness nameT `,.\c...e.F90 G . 1 CEO TType/print signature and titleT S and Wi ss Se�.� Ho� a� DateID `��- '�\ TType/print witnesi nameT Approved as to Form and Legality: 0491&001() /60 E itCounty Atto ey l si CD(teal 111• Greene Print Name Page 14 of 19 tQ, 16019 Collier County RFP#20-7783"Mental Health Data Collaborative" ATTACHMENT I PRODUCTS&PRICING SCHEDULE Customer Name and Address: Collier County Board of County Commissioners,FL c/o Community and Human Services Division 3339 Tamiami Trail East, Suite 211 Naples,Florida 34112 Attn: Catherine Sherman,Grants Coordinator Prepared By:_Sam Morgan Email: smorgan(a),myfivepoint.com CC: salesAmyfivepoint.com Phone: 803-951-2094 Contract Term: Three years with two additional one-year renewal periods Product/Services Selected: CaseWorX SaaS Solution Number of Authorized Users: Unlimted users for the Mental Health Court Subscri Ition CASEWORX SAAS SOLUTION FEES(YEAR 1)-Milestones&Payment Schedule Milestone# Task Description Amount 1 Project Plan Signoff(20%of Signoff on 5 Point Solutions/Collier $9,900.00 Professional Services) County Project Plan 2 CaseWorX UAT/Test Site Deployment of CaseWorX UAT/Test Site $15,000.00 System Configuration 3 Requirements Document Sign Documentation of project based on $ 14,850.00 off analysis gathering (30%of Professional Services) 4 System Configuration Setup Sign-off of final version of CaseWorX $ 14,850.00 (30%of Professional Services) System Configuration 5 Training Completion of Onsite Train the Trainer $7,500.00 6 Go Live(20%of Professional Go-Live of CaseWorX-Delivery $9,900.00 Services) Acceptance Form 7 Data Exchange Development of David Lawrence Data $5,829.00 Exchange Annual Subscription for CaseWorX 8 Go Live Maintenance/Support/Licensing $18,410.00 Total 96,239.00 Page 15 of 19 1601 , Collier County RFP#20-7783"Mental Health Data Collaborative" CaseWorX SaaS Solution Annual Renewal Fees Subscription Solution Annual Subscription Fee Software,Upgrades,Maintenance,and Support;Microsoft Azure (Year 2) Government Cloud: 11/09/2022- 11/08/2023 CaseWorX SaaS Solution(Year 2) BJA Report $24,964.11 SAMHSA Report ARP Report CJMHSA Report David Lawrence Data Exchange Software,Upgrades,Maintenance,and Support;Microsoft Azure (Year 3) Government Cloud: 11/09/2023- 11/08/2024 CaseWorX SaaS Solution(Year 3) BJA Report $25,713.03 SAMHSA Report ARP Report CJMHSA Report David Lawrence Data Exchange Software,Upgrades,Maintenance,and Support;Microsoft Azure (Year 4) Government Cloud: 11/09/2024- 11/08/2025 CaseWorX SaaS Solution(Year 4) BJA Report $26,484.42 SAMHSA Report ARP Report CJMHSA Report David Lawrence Data Exchange Software,Upgrades,Maintenance,and Support;Microsoft Azure (Year 5) Government Cloud: 11/09/2025- 11/08/2026 CaseWorX SaaS Solution(Year 5) BJA Report $27,278.96 SAMHSA Report ARP Report CJMHSA Report David Lawrence Data Exchange INN OI('IN(; AND III:yr I I:R\IS Invoicing. Annual support to be charged following customer's final acceptance of software.Additional data connectors/interfaces,if any,will be invoiced upon completion of each subject to a mutually approved Statement of Work.Year 2,Year 3,Year 4,and Year 5 fees will be automatically invoiced on the anniversary date of the agreement each year. The standard Time&Materials rate for work conducted offsite for 5 Point Solutions is$200.00 per hour.All billable services performed outside of this Statement of Work will be billed at$200.00 per hour,which must be pre-approved in writing by the Customer,which approval will not be unreasonably withheld. The Onsite Training rate for 5 Point Solutions is$200.00.This is billed based on time spent with the customer.This rate covers travel expenses for 5 Point Solutions,as well as the time spent working with the customer onsite. Page 16 of 19 G�' I60 1 0 Collier County RFP#20-7783"Mental Health Data Collaborative" SLA SCHEDULE To Attachment No.I 5 Point Solutions CaseWorX SaaS Solution Service Levels and Standard Customer Support Policy Support Contact Methods Phone: 803-951-2094 Email: supportaymyfivepoint.com Uptime Availability 5 Point will maintain 98%total availability of the CaseWorX Solution,including Software, Service,and SaaS to Customer measured on a monthly basis,excluding scheduled maintenance of 4 hours per month or less("Scheduled Maintenance"). 5 Point Solutions will provide Customer with a minimum of forty-eight(48)hour notice of any Scheduled Maintenance to those person(s) specified by Customer in writing as the primary contact(s). Scheduled Maintenance will be performed outside of normal business hours, as defined Monday through Friday(except holidays)from 8AM ET to 5PM EST("Normal Business Hours") Emergency repairs will be performed as required and 5 Point Solutions will promptly notify Customer of such action. Service Level Definitions LEVEL 1—Support provides the following services: • Forgotten ID's and passwords • Account expiry issues(ID and password changes) • Day-to-day use of the CaseWorX Solution • Connectivity issues including LAN,wireless access from Customer vehicles and Internet access • Initial triage of the support request to determine the next level of support,if required • Logging the call and tracking its progress through to resolution LEVEL 2—Support provides the following services which includes a more detailed understanding of the inner workings of the application: Additional contact with the customer to continue to triage the support request and resolve items such as: o Data issues including integrity and accuracy o Problem with data interfaces o Problems with included third-party components o Server imbalance o Performance issue o Interface with Level 3 support team to help identify a resolution LEVEL 3—Support services provide code-level changes to the application Identification and resolution of a software failure which requires a patch or fixes Provide assistance to level 2 support to identify problems and provide solutions that can be applied without code changes. Severities Severity I Definition: High Priority Critical System down or data unavailable for use. To report a severity 1 problem or to submit a severity 1 service request,the customer must provide two contact names(primary and backup)and their phone numbers before the request is accepted as severity 1. Page 17 of 19 16B1 0 Collier County RFP#20-7783"Mental Health Data Collaborative" Initial Response Time All severity 1 problem reports or service requests will be responded to within 2 hrs. This type of request is available for submission and response 24x7. 5 Point Solutions will provide the status of the work request every hour on the hour via telephone to the customer via the contact points mentioned above. Resolution Time As the resolution time depends on the type of problem or request,it cannot be determined in advance. 5 Point Solutions support team will work 24 hrs a day,7 days a week until the problem is resolved. During this period,the customer must be available to help with the problem determination and resolution. Once the problem is identified, 5 Point Solutions will provide Licensee with a resolution time("Resolution Commitment Date"). Severity 2 Definition: Medium Priority Major functions down or not working as expected. Adversely affects and prevents the accomplishment of an operational or mission essential function. Typically,a workaround is not available. Initial Response Time All severity 2 problem reports or service requests can be submitted to the Support Center 24/7. However,responses to these requests will only be made between Monday through Friday,8AM EST to 5PM EST. Requests will be responded to within 4 hrs during these business hours. 5 Point Solutions will provide the status of the work request on a daily basis at the beginning of each day via telephone to the requester or by email. Resolution Time As the resolution time is depended on the type of problem or request,it cannot be determined in advance. 5 Point Solutions support team will work on the problem/request during normal office hours until the problem is resolved. During this period,the customer must be available to help with the problem determination and resolution. Once the problem is identified, 5 will provide Customer with a resolution time ("Resolution Commitment Date"). Severity 3 Definition: Low Priority Minor function down or not working as expected/cosmetic issues. Adversely affects(but does not prevent)the accomplishment of an operational or mission essential function.Typically,a workaround is available. Priority Three Defects do not include aborts or loss of data. Initial Response Time All severity 3 problem reports or service requests can be submitted to the Support Center 24/7. However,responses to these requests will only be made between Monday through Friday,8AM EST and 5PM EST. During these business hours,requests will be responded to within 24 hrs. 5 Point Solutions will provide the status of the work request every three days the beginning of each day via telephone to the requester or by email. Resolution Time As the resolution time depends on the type of problem or request,it cannot be determined in advance. 5 Point Solutions support team will work on the problem/request during normal office hours until the problem is resolved. During this period,the customer must be available to help with the problem determination and resolution. Page 18 of 19 t6D1 ( Collier County RFP#20-7783 "Mental Health Data Collaborative" Severity 4 Definition: Low Priority Enhancement,feature/user request or training.May include password resets or training questions. Initial Response Time All severity 4 problem reports or service requests can be submitted to the Support Center 24/7.However,responses to these requests will only be made between Monday through Friday,8AM EST and 8PM EST.During these business hours,requests will be responded to within 24 hrs. Resolution Time 5 Point Solutions support team will work on the problem/request during normal office hours until the problem is resolved with the assistance of the customer. Remedy If 5 Point Solutions does not meet its system availability commitment of 98%, as set forth above,upon Customer's timely request,which request shall be made no later than ninety(90)days following any such event, a credit will be applied based on the proportion of such deficiency (the amount less than 98%) to the total number of hours in a month. Customer may apply the credit against the next applicable subsequent billing period or renewal term fees. Service credits will only apply to problems associated with the CaseWorX SaaS Solution and its network or data center. No credit will be given if it is determined the problem is at Customer,the Internet,or otherwise out of 5 Point Solutions' control. Page 19 of 19 19 ReynosoAna From: GonzalezGreily Sent: Wednesday, November 10, 2021 12:20 PM To: ReynosoAna Cc: Contracts Subject: RE: COI in Compliance?: 20-7783 " Mental Health Date Collaborative" ( 5 Points Solutions LLC) The COI is in compliance. From: ReynosoAna <Ana.Reynoso@colliercountyfl.gov> Sent: Wednesday, November 10, 2021 8:56 AM To: GonzalezGreily<Greily.Gonzalez@colliercountyfl.gov> Cc: Contracts<Contracts@colliercountyfl.gov> Subject: COI in Compliance?: 20-7783 " Mental Health Date Collaborative" ( 5 Points Solutions LLC) Importance: High Dear Greily, Please review the COI provided by the vendor. We need you to confirm if it's in compliance as per our Insurance Request form. Thank you for your time. Respectfully, Ana Reynoso Purchasing Technician CoOrffer C`.o> my Procurement Services Division 3295 Tamiami Trail East Suite C-2 Naples, FL 34112 Telephone: (239) 252-8950 Email: Ana.Reynoso(a7Colliercountyfl.gov "HOW ARE WE DOING?"Please Take Our Survey We appreciate your feedback! 1 I E1 19 KW SRN C COUNT) Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. 2 _ 16019 AR�® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD1YYYY) 11/09/21 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT __NAME: HIBBITS INSURANCE INC PHONE (Arc.No J XU: i843}979-9200C Nol• (843}9T9.9201 241-B Willbrook Blvd. ADDDRESS: annPhibbitsinsurance.com Pawleys Island,SC 29585 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Admiral Insurance Company 003026 INSURED INSURER B: 5 Point Solutions,LLC INSURER C: dba FivePoint Solutions,LLC INSURERD: 204 Caughman Farm Lane Ste 201 INSURERE: Lexington,SC 29072 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPEOFINSURANCE ADDLSUBR POLICY EFF POLICY EXP INSD WVD POLICY NUMBER JMM/DDIYYYYJ,(MM/DDJYYYYL LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE _ $ 2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ 50,000 -__ MED EXP(Any one person) $ 5,000 A _ X C0000002376-08 08/10/21 08/10/22 PERSONAL BADV INJURY $ 1,000,000 GEM_AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY JEC LOG PRODUCTS-COMP/OP AGO $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT l $ (Ea accident) ANY AUTO BODILY INJURY(Par person) $ OWNED SCHEDULED BODILY INJURY S AUTOS ONLY AUTOS ) HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) $ ___ UMBRELLALIAB — OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE _ $ DED RETENTIONS - $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y 1 N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-E4 EMPLOYEE $ If yes,deacrte under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S Profosslonal Liability Each Claim $5,000,000 A Cyber X C0000002376-08 08/10/21 08/10/22 Aggregate $5,000,000 Tech E&0 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Collier County Board of Commissioners, OR, Board of County Commissioners in Collier County,OR, Collier County Government, OR,Collier County included as an additional insured under the captioned Commercial General Liability on a primary an non-contributory basis If and to the extent required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E. AUTHORIZE PRESENTATIVE , Naples,FL 34112 0� I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1 6 D 1 9 Acc•RE. CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/08/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk Services,Inc of Florida NAME: Aon Risk Services,Inc of Florida 1001 Brickell Bay Drive,Suite#1100 PHONE FAX Miami,FL 33131-4937 (NC,No,Ext):800-743-8130 (NC,No):800-522-7514 EMAIL ADDRESS: ADP.COI.Center@Aon.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Illinois National Insurance Co 23817 INSURED INSURER B: ADP TotalSource FL XVI,Inc. 10200 Sunset Drive INSURER C: Miami,FL 33173 - ALTERNATE EMPLOYER INSURER D: 5 Point Solutions LLC INSURER E 204 Caughman Farm Lane Suite 201 Lexington,SC 29072 INSURER F: COVERAGES CERTIFICATE NUMBER: 3760104 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PROJECT LOC PRODUCTS-COMP/OP AGG $ OTHER $ AUTOMOBILE LIABILITY (EaacccdentSINGLE LIMIT) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED _AUTOS ONLY _AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ _ UMBRELLA LIAB _OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEC RETENTION$ WORKERS COMPENSATION X PER OTH- A AND EMPLOYERS'LIABILITY YIN WC 038361533 FL 07/01/2021 07/01/2022 STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT $ 2,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under - DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) All worksite employees working for 5 POINT SOLUTIONS LLC,paid under ADP TOTALSOURCE,INC.'s payroll,are covered under the above stated policy. 5 POINT SOLUTIONS LLC is an altemate employer under this policy. RE:For any and all Work Performed on Behalf of Collier County. CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commissioners SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3295 Tamiami Trail E. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Naples,FL 34112 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE pion�isk 8etvieeb, 'Inc of clotida ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD • 16 Q i q DIVISION OF CORPORATIONS LivnUt1 of ..pf.i fv.org C DP_P O AYrt r D I ««41001 Jrurr Of Flontlu IvebsU9 Department of State / Division of Corporations / Search Records / Search by FEI/EIN Number / Detail by FEI/EIN Number Foreign Limited Liability Company 5 POINT SOLUTIONS, LLC Filing Information Document Number M18000001410 FEI/EIN Number 26-4218743 Date Filed 02/08/2018 State SC Status ACTIVE Principal Address 7901 4th St N STE 300 St. Petersburg, FL 33702 Changed: 04/08/2021 Mailing Address 204 Caughman Farm Lane Suite 201 Lexington, SC 29072 Changed: 04/08/2021 Registered Agent Name&Address REGISTERED AGENTS, INC. 7901 4TH STREET NORTH SUITE 300 ST.PETERSBURG, FL 33702 Address Changed: 03/25/2019 Authorized Person(s)Detail Name&Address Title MBR LUCAS, CICERO G, IV P.O. BOX 498 LEXINGTON, SC 29071 Annual Reports 16D19 Report Year Filed Date 2019 03/26/2019 2020 04/01/2020 2021 04/08/2021 Document Images 04/08/2021--ANNUAL REPORT View image in PDF format 04/01/2020--ANNUAL REPORT View image in PDF format 03/26/2019--ANNUAL REPORT View image in PDF format 02/08/2018--Foreign Limited View image in PDF format