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2250 PBA 19/20-73 Info Svcs Support Staff- Piggyback w/Sem Co-,)SNF0RD �-g6o CITY OF FINANCE DEPARTMENT PURCHASING. mem TRANSMITTAL MEMORANDUM O: City Clerk/Mayor : PBA 19/20-73 Information Services Support Staffing The item(s) noted below is/are attached and forwarded to your office for the following action(s): I Development Order Final Plat (original mylars) Letter of Credit Maintenance Bond Ordinance Performance Bond Resolution Once completed, please: ® Return originals to Purchasing- Department ❑ Return copies El ® Mayor's signature Safe keeping (V U Payment Bond ❑ City Manager Signature ❑ City Clerk Attest/Signature ❑ City Attorney/Signature Special Instructions: Piggybacking Seminole County, Vitil has had a name change Li,vLolyec� f3oJaolrz.i4ev- From SharePoint_Finance_Purchasing_Forms - 2018.doc 8/13/2020 Date ASSIGNMENT OF TERM CONTRACT FOR INFORMATION SERVICES SUPPORT STAFFING SERVICES (RFP-643602-19lTLR) THIS ASSIGNMENT is made and entered into this 9 day of 20AV , by and between VITIL SOLUTIONS, INC., whose address is 1777 Northgate Boulevard, Suite Al, Sarasota, Florida 34234, in this Assignment referred to as "ASSIGNOR', COMPUTER AID, INC., whose address is 1390 Ridgeview Drive, Allentown, Pennsylvania 18104, in this Assignment referred to as "ASSIGNEE", and SEMINOLE COUNTY, a charter county and political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 E. 1s' Stmt, Sanford, Florida 32771, in this Assignment referred to as "COUNTY". WITNESSETH: WHEREAS, COUNTY and ASSIGNOR entered into that certain Term Contract on December 20, 2019, in this Assignment referred to as the "Agreement", whereby ASSIGNOR agreed to provide Information Services Support staffing services to COUNTY; and WHEREAS, ASSIGNOR has decided to assign the Agreement to ASSIGNEE and ASSIGNEE has decided to accept this Assignment; and WHEREAS, both majority shareholders and executives of ASSIGNOR and ASSIGNEE consent to this issignment; and -- WHERCA-9 Section 14- of the Agreement prohibits ASSIGNOR-md ASSIGNEE from assigning the Agreement without prior written consent of COUNTY; and WHEREAS, if all parties agree to the Assignment, then the Assignment may only be made by an instrument of equal dignity with the Agreement; and WHEREAS, COUNTY, ASSIGNOR, and ASSIGNEE have determined this Assignment of the Agreement from ASSIGNOR to ASSIGNEE will best serve the needs of all parties, Assignment of Agreement CERTIFIEO COPY - GRANT MANY (RFP-603602-19/TLR CLERK Of THE CIRCUIT COURT Pagel of 3 AND COMPTROLLER lORiDA SE COUNTY, BY EPUTY CLERK DoeuSign'Envelope ID: EFE5DC5A-D2B1-4B05-B2BE-7C4ED9323251 NOW, THEREFORE, in consideration ofthe mutual understandings and covenants set forth in this Assignment, COUNTY, ASSIGNOR, and ASSIGNEE agree as follows: 1. The foregoing recitals are true and correct and form a material part of the agreement upon which the parties have relied. 2. ASSIGNOR hereby assigns all of its rights and obligations in the Agreement to ASSIGNEE, effective immediate)}. 3. ASSIGNEE hereby accepts this Assignment, assumes all obligations of ASSIGNOR under the Agreement, and agrees to be bound by all of the terms and conditions of the Agreement to which ASSIGNOR previously agreed. 4. ASSIGNEE shall indemnify COUNTY from any and all liabilities under the Agreement effective immediately. 5. COUNTY hereby consents to this Assignment between ASSIGNOR and ASSIGNEE. IN WTI -FESS WHEREOF, the parties have made and executed this Assignment for the purposes stated above. A'1 TEST: VITII. SM.I 1TIONI;. IN , . XI Ji J: r, Secretar, =- -- DALE 011. President (CORPORATE SEAL) Date: f/-- ATTEST: COMPU'fl?R AID. INC. Docuftned by: DocuSlgned by: e o -E n08f1ZAFS�eFa __� Secretary THOMAS A. SALVAGGIO, President 7/8/2020 (CORPORATL SEAL) Date: Assiunment of Agreement (RFP -603602-) 9iTLR Page 2 of 3 Witness f��'r Print Name vltness Print Name t For the use and reliance of Seminole County only. Approved as to form and legal sufficiency. SEMINOLE COUNTY, FLORIDA BY.L— 1 1 ;4,' 1 ("MIt JAI COCKLE lar f using and Cont s Manager ri Date: % ` , . � ffi '17 - County Attorney ocsnrx =0 TAUsers\Lega1 Secretary CSBPurchasing2020\RH-603602 Assign.doex Within the authority delegated by the County Manager pursuant to Section 3.554, Seminole County Administrative Code. Assignment of Agreement (RFP-603602-19PTLR Page 3 of 3 Client#: 167923 VITISOI ACORD,, CERTIFICATE OF LIABILITY INSURANCE 5/zoDATE (MMIDDf YYYY) r 12020 MIDD/ 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(les) 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CBiZ Insurance Services, Inc. CONTACT Campbell PONE x -960-8778 -960-8787ArNo Et :941 Arc No): 1605 Main Street, Suite 1010 a DRESS: certificatesCBIZSarasota@cbiz.com Sarasota, FL 34236 941 960-8775 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Ph -nix Insurance Co. 25623 INSURED INSURER B: Travelers Prop. Cas. Co. of America 25674 Viti( Solutions, Inc. 1777 Northgate Blvd, Suite Al Sarasota, FL 34234 INSURER C : LLo yd s of London INSURER D: Travelers Indemnity Co. 25658 INSURER E INSURER F: D 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TY OF INSURANCE ADDL NSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR Y Y 6808P7917622042 5/31/2020 05/31/2021 EACH OCCURRENCE $1,000,000 pAMA�E TO RENTED PREMISES Eaoccunence 53000,00 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PR - POLICY [7 ECT F LOC OTHER: GENERAL AGGREGATE 62,000,000 PRODUCTS - COMP/OP AGG 62,000,000 $ D AUTOMOBILE X X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY BA8P79180520SEL 5/3112020 05/31/2021 ED eBicNiED .nt) SINGLE LIMIT 61,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ B X UMBRELLA LIAB EXCESS LIAR X OCCUR CLAIMS -MADE 1 CUP8P7918302042 1 5/31/2020 05/31/2021 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 DED I X RETENTION $5,000 6 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A PER OTH- E.L. EACH ACCIDENT $ ----- E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ C Cyber Liability Errors&Omissions ES1051909121 ES1051909121 RETRO DATE 10/21/2019 0/21/2019 10/21/14 10/21/202 10/21/2020 250,000/$1M Aggregate 1,000,000 Ded: 2,500 DESCRIPTION OF OPERATIONS I LOCATIONS r VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) City of Sanford is considered additional insureds on the Auto and General Liability policy. This applies only to the operations performed by the named insured as required and agreed to by contract or agreement. City of Sanford Attn: Purchasing Manager 300 N Park Avenue Sanford, FL 32771 ACORD 25 (2016/03) 1 of 1 #S2452241/M2450832 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ICBIZ Insurance Services, Inc. ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 83SC Computer Aid, Inc. Piggyback Contract (PBA 19/20-73) Relating To Information Services Support Staffing Services The City of Sanford ("City") enters this "Piggyback" Contract with Computer Aid, Inc., a Pennsylvania corporate entity, (hereinafter referred to as the "Vendor"), whose principal business and mailing address is 1390 Ridgeview Drive, Allentown, Pennsylvania 18104, under the terms and conditions hereinafter provided. The City and the Vendor agree as follows: (1). The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Vendor has entered a contract with the Government of Seminole County, Florida, said contract being identified as the "Term Contract For Information Services, Service Desk, Deskside Support, Switchboard, And Computing As A Service" or "Information Services Support Staffing Services" (RFP-603602-19/TLR)", which the Vendor has become the contractor under the contract by virtue of assignment of all contractual rights and obligations by Vitil Solutions, Inc., as may have been amended from time -to -time, in order for the Vendor to provide an array of services relating to information technology and related matters and issues as well as related goods and services to the City as the City may deem desirable under the provisions of this Contract (the original contract being referred to herein as the "original government contract"). (2). The original government contract documents are incorporated herein by reference and is attached as Exhibit "A" to this Contract. All of the terms and conditions set out in the original government contract are fully binding on the parties 11 Page and said terms and conditions are incorporated herein; provided, however, that the City will negotiate and enter work orders/purchase orders with the Vendor in accordance with City policies and procedures for particular goods and services. All pricing shall be F.O.B., City Hall, City of Sanford with most favored nation pricing. (3). Notwithstanding the requirement that the original government contract is fully binding on the parties, the parties have agreed to modify certain technical provisions of the original government contract as applied to this Contract between the Vendor and the City, as follows: (a). Time Period ("Term") of this Contract: (state N/A if this is not applicable). Notwithstanding any provisions of the original government contract, however, this Contract shall not be operative for a period of time exceeding 5 years. (b). Insurance Requirements of this Contract: N/A. (c). Any other provisions of the original government contract that will be modified: (state N/A if this is not applicable). N/A. (d). Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original government contract, the Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Contract is: Ms. Marisol Ordofiez Purchasing Manager Finance -Purchasing Division City of Sanford Post Office Box 1788 Sanford, Florida 32772 2_1 Page Phone: 407.688.5028 E-mail address: Marisol.Ordonez@Sanfordfl.gov (e). Notwithstanding anything in the original government contract to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court of appropriate jurisdiction. The law of Florida shall control any dispute between the parties arising out of or related to this Contract, the performance thereof or any products or services delivered pursuant to such Contract. (f). Notwithstanding any other provision in the original government contract to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non-binding mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole County, Florida, with the parties bearing the costs of their own legal fees with respect to any dispute resolution, including litigation. (g). All the goods and services to be provided or performed shall be in conformance with commonly accepted industry and professional codes and standards, standards of the City, and the laws of any Federal, State or local regulatory agency. • (h). (1). IF THE CONTRACTORIVENDOR HAS QUESTIONS 3 1 P a g e HOUCHIN, MMC, FCRIVI, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI.HOUCHIN@SANFORDFL.GOV. (11). In order to comply with Section 119.0701, Florida Statutes, public records laws, the Vendor must: (A). Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. (B). Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (C). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (D). Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Vendor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. (111). If the Vendor does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (IV). Failure by the Vendor to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this 4 1 P a g e DocuSign Envelope ID: 7BEO80EC-5D42-4E06-80A4-CIFBDI691506 Agreement by the City. The Vendor shall promptly provide the City with a copy of any request to inspect or copy public records in possession of the Vendor and shall promptly provide the City with a copy of the Vendor's response to each such request. (i). All other provisions in the original government contract are fully binding on the parties and will represent the agreement between the City and the Vendor. Entered the date last set forth below or, in the event that the Vendor fails to date, the date of execution by the City. Attest: E00 S1 db g��U"06 647908 �EARY4�6F Anthony J. Salvagglo CEO Attest Mt k ML 11- Traci Houchin, i�C City Clerk, MMC, FORM Approved as to form and legal V146 rn L. V V A 6? dICIA Computer Aid, Inc., a Pennsylvania corporate entity. Doc Signed by: By: Thomas A. Salvaggio Preside V15/2020 Date: City Of 5,.Inford By: /,, (/ C Art Wbddruff 51 Page [Attach original government contract] _ __ _ 6 1 P a g e TERM CONTRACT FOR INFORMATION SERVICES SUPPORT STAFFING SERVICES (RFP-603602-19/TLR) THIS AGREEMENT is dated as of the oto day of c°� 20 f 9 , by and between VITIL SOLUTIONS, INC., duly authorized to conduct business in the State of Florida, whose address is 1777 Northgate Boulevard, Suite Al, Sarasota, Florida 34234, in this Agreement referred to as "CONTRACTOR," and SEMINOLE COUNTY, a charter county and political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 East 1 st Street, Sanford, Florida 32771, in this Agreement referred to as "COUNTY." WITNESSETH: WHEREAS, COUNTY desires to retain the services of a competent and qualified contractor to provide Information Services Support staffing services to COUNTY; and WHEREAS, COUNTY has requested and received expressions of interest for the retention of services of contractors; and WHEREAS, CONTRACTOR is competent, qualified, and desires to provide COUNTY with the materials and services according to the terms and conditions stated in this Agreement, NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth in this Agreement, COUNTY and CONTRACTOR agree as follows: Section 1. Materials and Services. COUNTY hereby retains CONTRACTOR to provide materials and services as further described in the Scope of Services attached as Exhibit A and made a part of this Agreement. CONTRACTOR is also bound by all requirements as contained in the solicitation package, all addenda to this package, and CONTRACTOR's submission in response to this solicitation. Required materials and services will be specifically enumerated, described, and depicted in the Release Orders authorizing purchase of specific Term Contract for Information Services Support Staffing Servic - GRANT,+ (RFP-603602-19/TLR) ERKOFTHE C1RCU1TCOURT . Pae 1 of 22 AND COMPTROLLER Page 5E 1 OLE CONN IfLORIDA g PUTY CLERK x materials and services. This Agreement standing alone does not authorize the purchase of materials and services or require COUNTY to place any orders for work. Section 2. Term. This Agreement takes effect on the January 1, 2020, and continues for a period of one (1) year. At the sole option of COUNTY, this Agreement may be renewed for four (4) successive periods not to exceed one (1) year each. Expiration of the term of this Agreement will have no effect upon Release Orders issued pursuant to this Agreement and prior to the expiration date. Obligations entered by both parties under such Release Orders will remain in effect until delivery and acceptance of the materials authorized by the respective Release Order. The first year of the initial term is considered probationary. During the probationary period, COUNTY may immediately terminate this Agreement at any time, with or without cause, upon written notice to CONTRACTOR. Section 3. Authorization for Materials and Services. Authorization for provision of materials and services by CONTRACTOR under this Agreement must be in the form of written Release Orders issued and executed by COUNTY. A sample Release Order is attached as Exhibit B. Each Release Order will describe the materials and services required, state the dates for delivery of materials and services, and establish the amount and method of payment. The Release Orders must be issued under and incorporate the terms of this Agreement. COUNTY makes no covenant or promise as to the number of available Release Orders or that CONTRACTOR will perform any Release Order for COUNTY during the life of this Agreement. COUNTY reserves the right to contract with other parties for the services contemplated by this Agreement when it is determined by COUNTY to be in the best interest of COUNTY to do so. Term Contract for Information Services Support Staffing Services (RFP -603 602-19/TLR) Page 2 of 22 Section 4. Time for Completion. The materials and services to be provided by CONTRACTOR will be delivered, as specified in such Release Orders as may be issued under this Agreement, within the time specified in the Release Order. Section 5. Compensation. COUNTY shall compensate CONTRACTOR for the materials and services provided for under this Agreement on a Fixed Fee basis. When a Release Order is issued on a Fixed Fee basis, then the applicable Release Order Fixed Fee amount will include any and all reimbursable expenses and will be based on the unit pricing attached to this Agreement, or as reduced in the quoting process leading to specific Release Orders. Section 6. Payment and Billing. (a) CONTRACTOR shall supply all materials and services required by the Release Order, but in no event will CONTRACTOR be paid more than the negotiated Fixed Fee amount stated within each Release Order. (b) For Release Orders issued on a Fixed Fee basis, CONTRACTOR may invoice the amount due based on the percentage of total Release Order materials and services actually provided, but in no event may the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed. (c) COUNTY shall make payments to CONTRACTOR when requested as materials and services are provided, but not more than once monthly. Each Release Order will be invoiced separately. At the close of each calendar month, CONTRACTOR shall render to COUNTY an i itemized invoice, properly dated, describing any materials and services provided, the cost of the materials and services provided, the name and address of CONTRACTOR, Release Order Number, Contract Number, and any other information required by this Agreement. (d) The original invoice must be sent to: Term Contract for Information Services Support Staffing Services (RFP-603602-19/TLR) Page 3 of 22 Director of County Comptroller's Office Seminole County Board of County Commissioners Post Office Box 8080 Sanford, Florida 32772 A copy of the invoice must be sent to: Information Services Department Seminole County Services Building 1101 East 1 st Street Sanford, Florida 32771 (e) Upon review and approval of CONTRACTOR's invoice, COUNTY shall pay CONTRACTOR the approved amount in accordance with the terms as set forth in Chapter 218, Part VII, Florida Statutes. Section 7. General Terms of Payment and Billing. (a) Upon satisfactory delivery of materials and services required under this Agreement and upon acceptance of the materials and services by COUNTY, CONTRACTOR may invoice COUNTY for the full amount of compensation provided for under the terms of this Agreement less any amount already paid by COUNTY. Upon review and approval of CONTRACTOR's invoice, COUNTY will, in accordance with the terms as set forth in Chapter 218, Part VII, Florida Statutes, pay CONTRACTOR the approved amount. (b) COUNTY may perform or have performed an audit of the records of CONTRACTOR at any time during the term of this Agreement and after final payment to support final payment under this Agreement. Audits may be performed at a time mutually agreeable to CONTRACTOR and COUNTY. Total compensation to CONTRACTOR may be determined subsequent to an audit as provided for in this Section and the total compensation so determined will be used to calculate final payment to CONTRACTOR. Performance of this audit will not delay final payment as provided by subsection (a) of this Section. Term Contract for Information Services Support Staffing Services (RFP -603 602-19/"TLR) Page 4 of 22 (c) CONTRACTOR shall maintain all books, documents, papers, accounting records, and other evidence pertaining to materials and services provided under this Agreement in such a manner as will readily conform to the terms of this Agreement. CONTRACTOR shall make such materials available at CONTRACTOR's office at all reasonable times during the term of this Agreement and for five (5) years from the date of final payment under the contract for audit or inspection as provided for in subsection (b) of this Section. (d) In the event any audit or inspection conducted after final payment but within the period provided in paragraph (c) of this Section reveals any overpayment by COUNTY under the terms of the Agreement, CONTRACTOR shall refund such overpayment to COUNTY within thirty (30) days of notice by COUNTY. Section 8. No Waiver by Forbearance. COUNTY's review of, approval and acceptance of, or payment for the materials or services required under this Agreement does not operate as a waiver of any rights under this Agreement, or of any cause of action arising out of the performance of this Agreement. CONTRACTOR is and will always remain liable to COUNTY in accordance with applicable law for any and all damages to COUNTY caused by CONTRACTOR's negligent or wrongful provision of any of the materials or services provided under this Agreement. Section 9. Termination. (a) COUNTY may, by written notice to CONTRACTOR, terminate this Agreement or any Release Order issued under this Agreement, in whole or in part, at any time, either for COUNTY's convenience or because of the failure of CONTRACTOR to fulfill its obligations under this Agreement. Upon receipt of such notice, CONTRACTOR shall immediately discontinue all services affected, unless the notice directs otherwise, and deliver to COUNTY all data, drawings, specifications, reports, estimates, summaries, and any and all such other Term Contract for Information Services Support Staffing Services (RFP-603602-19ITLR) Page 5 of 22 information and materials of whatever type or nature as may have been accumulated by CONTRACTOR in performing this Agreement, whether completed or in process. (b) If the termination is for the convenience of COUNTY, CONTRACTOR will be paid compensation for services performed to the date of termination. (c) If the termination is due to the failure of CONTRACTOR to fulfill its obligations under this Agreement, COUNTY may take over the work and carry it to completion by other agreements or otherwise. In such case, CONTRACTOR will be liable to COUNTY for all reasonable additional costs associated with CONTRACTOR's failure to fulfill its obligations under this Agreement. (d) CONTRACTOR will not be liable for such additional costs if the failure to perform the Agreement arises without any fault or negligence of CONTRACTOR, but CONTRACTOR will be responsible and liable for the actions by its subcontractors, agents, employees, persons, and entities of a similar type or nature. Matters beyond the fault or negligence of CONTRACTOR include acts of Cod or of the public enemy, acts of COUNTY in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without any fault or negligence of CONTRACTOR. (e) If after notice of termination for CONTRACTOR's failure to fulfill its obligations under this Agreement it is determined that CONTRACTOR had not so failed, the termination will be conclusively deemed to have been effected for the convenience of COUNTY. In such event, adjustment in the Agreement price will be made as provided in subsection (b) of this Section. Term Contract for Information Services Support Staffing Services (RFP-603602-19/7LR) Page 6 of 22 (f) The rights and remedies of COUNTY provided for in this Section are in addition and supplemental to any and all other rights and remedies provided by law or under this Agreement. Section 10. Agreement and Release Order in Conflict. Wherever the terms of this Agreement conflict with any Release Order issued pursuant to it, this Agreement will prevail. Section 11. Equal Opportunity Employment. CONTRACTOR shall not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, disability, or national origin. CONTRACTOR shall take steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, disability, or national origin. This provision includes, but is not limited to the following: employment, upgrading, demotion or transfer, recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training including apprenticeship. Section 12. No Contingent Fees. CONTRACTOR warrants that it has not employed or retained any company or person other than a bona fide employee working solely for CONTRACTOR to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from award or making of this Agreement. For the breach or violation of this provision, COUNTY will have the right to terminate the Agreement at its sole discretion without liability and to deduct from the Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift, or consideration. Terni Contract for Information Services Support Staffing Services (RFP-603602-19/TLR) Page 7 of 22 Section 13. Conflict of Interest. (a) CONTRACTOR shall not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with COUNTY or violate or cause others to violate the provisions of Chapter 112, Part I11, Florida Statutes, relating to ethics in government. (b) CONTRACTOR hereby certifies that no officer, agent, or employee of COUNTY has any material interest (as defined in Section 112.312(15), Florida Statutes, as over 5%), either directly or indirectly, in the business of CONTRACTOR to be conducted under this Agreement and that no such person will have any such interest at any time during the term of this Agreement. Section 14. Assignment. Neither this Agreement nor any interest in it may be assigned, transferred, or otherwise encumbered under any circumstances by either party without prior written consent of the other party and in such cases only by a document of equal dignity with this Agreement. Section 15. Subcontractors. CONTRACTOR shall first secure the prior written approval of COUNTY before engaging or contracting for the services of any subcontractors under this Agreement. CONTRACTOR will remain fully responsible to COUNTY for the services of any subcontractors under this Agreement. Section 16. Indemnification of COUNTY. To the fullest extent permitted by law, CONTRACTOR shall hold harmless, release, and indemnify COUNTY, its commissioners, officers, employees, and agents from any and all claims, losses, damages, costs, attorney fees, and lawsuits for damages arising from, allegedly arising from, or related to CONTRACTOR's provision of materials or services under this Agreement caused by CONTRACTOR's act or omission in the performance of this Agreement. Term Contract for Information Services Support Staffing Services (RFP-603602-19JTLR) Page 8 of 22 Section 17. Insurance. (a) General. CONTRACTOR shall procure and maintain insurance required under this Section at CONTRACTOR's own cost. (1) CONTRACTOR shall provide COUNTY with a Certificate of Insurance on a current ACORD Form signed by an authorized representative of the insurer evidencing the insurance required by this Section (Professional Liability, Workers' Compensation/Employer's Liability, Commercial General Liability, and Business Auto). The Certificate must have the Agreement number for this Agreement clearly marked on its face. COUNTY, its officials, officers, and employees must be named additional insureds under the Commercial General Liability, Umbrella Liability and Business Auto policies. If the policy provides for a blanket additional insured coverage, CONTRACTOR shall provide a copy of the section of the policy along with the Certificate of Insurance. If the coverage does not exist, the policy must be endorsed to include the named additional insureds as described in this subsection. The Certificate of Insurance must provide that COUNTY will be provided, by policy endorsement, not less than thirty (30) days written notice prior to the cancellation or non -renewal, or by a method acceptable to COUNTY. Until such time as the insurance is no longer required to be maintained by CONTRACTOR, CONTRACTOR shall provide COUNTY with a renewal or replacement Certificate of Insurance before expiration or replacement of the insurance for which a previous Certificate of Insurance has been provided. (2) In addition to providing the Certificate of Insurance on a current ACORD Form, upon request as required by COUNTY, CONTRACTOR shall provide COUNTY with a certified copy of each of the policies of insurance providing the coverage required by this Section Term Contract for Information Services Support Staffing Services (RFP-603602-19/TLR) Page 9 of 22 within thirty (30) days after receipt of the request. Certified copies of policies may only be provided by the insurer, not the agent or broker. (3) Neither approval by COUNTY nor failure to disapprove the insurance provided by CONTRACTOR will relieve CONTRACTOR of its full responsibility for performance of any obligation, including its indemnification of COUNTY, under this Agreement. (b) Insurance Company Requirements. Insurance companies providing the insurance under this Agreement must meet the following requirements: (1) Companies issuing policies must be authorized to conduct business in the State of Florida and prove such authorization by maintaining Certificates of Authority or Letters of Eligibility issued to the companies by the Florida Office of Insurance Regulation. Alternatively, policies required by this Agreement for Workers' Compensation/Employers' Liability, may be those authorized as a group self -insurer by Section 624.462 1, Florida Statutes. (2) In addition, such companies must have and maintain, at a minimum, a Best's Rating of "A-" and a minimum Financial Size Category of "VII" according to A.M. Best Company. (3) If, during the period that an insurance company is providing the insurance coverage required by this Agreement, an insurance company (i) loses its Certificate of Authority, or (ii) fails to maintain the requisite Best's Rating and Financial Size Category, the CONTRACTOR shall immediately notify COUNTY as soon as CONTRACTOR has knowledge of any such circumstance and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to COUNTY, CONTRACTOR will be deemed to be in default of this Agreement. Term Contract for Information Services Support Staffing Services (RFP-603602-19/TLR) Page 10 of 22 (c) Specifications. Without limiting any of the other obligations or liability of CONTRACTOR, CONTRACTOR shall procure, maintain, and keep in force amounts and types of insurance conforming to the minimum requirements set forth in this subsection, at CONTRACTOR's sole expense. Except as otherwise specified in this Agreement, the insurance will become effective upon execution of this Agreement by CONTRACTOR and must be maintained in force until the expiration of this Agreement's term or the expiration of all Orders issued under this Agreement, whichever comes last. Failure by CONTRACTOR to maintain this required insurance coverage within the stated period will constitute a material breach of this Agreement, for which COUNTY may immediately terminate this Agreement. The amounts and types of insurance must conform to the following minimum requirements: (1) Workers' Compensation/Employer's Liability. (A) CONTRACTOR's insurance must cover it for liability that would be covered by the latest edition of the standard Workers' Compensation policy as filed for use in Florida by the National Council on Compensation Insurance without restrictive endorsements. CONTRACTOR is also responsible for procuring proper proof of coverage from its subcontractors of every tier for liability that is a result of a Workers' Compensation injury to the subcontractor's employees. The minimum required limits to be provided by both CONTRACTOR and its subcontractors are outlined in subsection (C) below. In addition to coverage for the Florida Workers' Compensation Act, where appropriate, coverage must be included for the United States Longshoremen and Harbor Workers' Compensation Act, Federal Employees' Liability Act, and any other applicable federal or state law. (B) Subject to the restrictions of coverage found in the standard Workers' Compensation policy, there will be no maximum limit on the amount of coverage for Term Contract for Information Services Support Staffing Services (RFP-603602-19/TLR) Page I I of 22 liability imposed by the Florida Workers' Compensation Act, the United States Longshoremen's and Harbor Workers' Compensation Act, or any other coverage customarily insured under Part One of the standard Workers' Compensation policy. (C) The minimum amount of coverage under Part Two of the standard Workers' Compensation policy is required to be the following: $500,000.00 (Each Accident) $500,000.00 (Disease -Policy Limit) $500,000.00 (Disease -Each Employee) (2) Commercial General Liability. (A) CONTRACTOR's insurance must cover it for those sources of liability that would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01), as filed for use in the State of Florida by the Insurance Services Office. Coverage must not contain any endorsements excluding or limiting Products/Completed Operations, Contractual Liability, or Separation of Insureds. (B) CONTRACTOR shall maintain these minimum insurance limits: General Aggregate Two Times (2x) the Each Occurrence Limit Personal & Advertising $1,000,000.00 Injury Limit Each Occurrence Limit $1,000,000.00 (3) Business Auto Policy. (A) CONTRACTOR's insurance must cover CONTRACTOR for those sources of liability which would be covered by Section II of the latest edition of the standard Business Auto Policy (ISO Form CA 00 01), as filed for use in the State of Florida by the Insurance Services Office. Coverage must include owned, non -owned, and hired autos or any auto used by CONTRACTOR. In the event CONTRACTOR does not own automobiles, CONTRACTOR shall maintain coverage for hired and non -owned auto liability for autos used by Term Contract for Information Services Support Staffmg Services (RFP-603602-19/TLR) Page 12 of 22 CONTRACTOR, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. If the contract involves operations governed by Sections 29 or 30 of the Motor Carrier Act of 1980, endorsement MCS -90 is required. (B) The minimum limits to be maintained by CONTRACTOR must be per -accident combined single limit for bodily injury liability and property damage liability. (C) The minimum amount of coverage under the Business Auto Policy is required to be the following: Combined Single Limit $1,000,000.00 (5) Cyber Liability Insurance. (A) Information Security/Cyber Liability Insurance must include: Internet Media Liability including cloud computing and mobile devices, for protection of private or confidential information whether electronic or non -electronic, network security and privacy; privacy against liability for system attacks, digital asset loss, denial or loss of service, introduction, implantation or spread of malicious software code, security breach, unauthorized access and use; including regulatory action expenses; and notification and credit monitoring expenses with at least the minimum limits listed below. Each Occurrence — $5,000,000 Network Security / Privacy Liability — $5,000,000 Breach Response/ Notification Sublimit — A minimum limit of 50% of the policy aggregate Technology Products E&O — $1,000,000 Coverage must be maintained in effect during the period of the Agreement and for no less than two (2) years after termination or completion of the Agreement. (B) Information Security/Cyber Liability Insurance must be written on a "claims -made" basis covering CONTRACTOR, its employees, subcontractors and agents for Term Contract for Information Services Support Staffmg Services (RFP-603602-19/TLR) Page 13 of 22 expenses, claims and losses resulting from wrongful acts committed in the performance of, or failure to perform, all services under this Agreement, including, without limitation, claims, demand and any other payments related to electronic or physical security, breaches of confidentiality and invasion of or breaches of privacy. (6) Employee Dishonesty Liability. CONTRACTOR shall maintain Commercial Crime Coverage (Employee Dishonesty) protecting the interests of COUNTY subject to this Agreement from fraudulent acts of their employees. Coverage must include ISO Form CR 04 01, Client's Property endorsement, or comparable form. Coverage limits must not be less than $1,000,000.00. The policy must include as loss payee Seminole County, Florida. (d) Coverage. The insurance provided by CONTRACTOR pursuant to this Agreement must apply on a primary and non-contributory basis, and any other insurance or self-insurance maintained by COUNTY or COUNTY's officials, officers, or employees must be in excess of and not contributing to the insurance provided by or on behalf of CONTRACTOR. (e) Occurrence Basis. The Workers' Compensation policy, the Commercial General Liability, and the Umbrella policy required by this Agreement must be provided on an occurrence rather than a claims -made basis. The Professional Liability insurance policy may be on an occurrence basis or claims -made basis. If a claims -made basis, the coverage must respond to all claims reported within three (3) years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis. (f) Obligations. Compliance with the foregoing insurance requirements will not relieve CONTRACTOR, its employees, or its agents of liability from any obligation under this Section or any other Section of this Agreement. Section 18. Dispute Resolution. Term Contract for Information Services Support Staffing Services (RFP-603602-19lTLR) Page 14 of 22 (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties shall exhaust COUNTY administrative dispute resolution procedures prior to filing a lawsuit or otherwise pursuing legal remedies. COUNTY administrative dispute resolution procedures for proper invoice and payment disputes are set forth in Section 22.15, "Prompt Payment Procedures," Seminole County Administrative Code. COUNTY administrative dispute resolution procedures for contract claims related to this Agreement, other than for proper invoice and payment disputes, are set forth in Section 3.5540, "Contract Claims," Seminole County Administrative Code. (b) In any lawsuit or legal proceeding arising under this Agreement, CONTRACTOR hereby waives any claim or defense based on facts or evidentiary materials that were not presented for consideration in COUNTY administrative dispute resolution procedures set forth in subsection (a) above of which CONTRACTOR had knowledge and failed to present during COUNTY administrative dispute resolution procedures. (c) In the event that COUNTY administrative dispute resolution procedures are exhausted and a lawsuit or legal proceeding is filed, the parties shall exercise best efforts to resolve disputes through voluntary mediation and to select a mutually acceptable mediator. The parties participating in the voluntary mediation shall share the costs of mediation equally. Section 19. Representatives of COUNTY and CONTRACTOR. (a) It is recognized that questions in the day to day conduct of performance pursuant to this Agreement may arise. Upon request by CONTRACTOR, COUNTY shall designate and advise CONTRACTOR in writing of one or more of its employees to whom to address all communications pertaining to the day-to-day conduct of this Agreement. The designated Term Contract for Information Services Support Staffmg Services (RFP-603602-19/TLR) Page 15 of 22 representative will have the authority to transmit instructions, receive information, and interpret and define COUNTY's policy and decisions pertinent to the work covered by this Agreement. (b) At all times during the normal work week, CONTRACTOR shall designate or appoint one or more representatives who are authorized to act on behalf of CONTRACTOR and bind CONTRACTOR regarding all matters involving the conduct of the performance pursuant to this Agreement, and who will keep COUNTY continually and effectively advised of such designation. Section 20. All Prior Agreements Superseded. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained in this Agreement and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained or referred to in this document. Accordingly, it is agreed that no deviation from the terms of this Agreement may be predicated upon any prior representations or agreements, whether oral or written. Section 21. Modifications, Amendments, or Alterations. No modification, amendment, or alteration in the terms or conditions contained in this Agreement will be effective unless contained in a written amendment executed with the same formality and of equal dignity with this Agreement. Section 22. Independent Contractor. Nothing in this Agreement is intended or may be construed as in any manner creating or establishing a relationship of co-partners between the parties, or as constituting CONTRACTOR (including its officers, employees, and agents) as an agent, representative, or employee of COUNTY for any purpose or in any manner whatsoever. Term Contract for Information Services Support Staffing Services (RFP-603602-19/TLR) Page 16 of 22 CONTRACTOR is and will remain forever an independent contractor with respect to all services performed under this Agreement. Section 23. Employee Status. Persons employed by CONTRACTOR in the performance of services and functions pursuant to this Agreement have no claim to pension, workers' compensation, unemployment compensation, civil service, or other employee rights or privileges granted to COUNTY's officers and employees, either by operation of law or by COUNTY. Section 24. Services Not Provided For. No claim for services provided by CONTRACTOR not specifically provided for in this Agreement will be honored by COUNTY. Section 25. Public Records Law. (a) CONTRACTOR acknowledges COUNTY's obligations under Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members of the public upon request. CONTRACTOR acknowledges that COUNTY is required to comply with Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, in the handling of the materials created under this Agreement and this statute controls over the terms of this Agreement. Upon COUNTY's request, CONTRACTOR shall provide COUNTY with all requested public records in CONTRACTOR's possession, or shall allow COUNTY to inspect or copy the requested records within a reasonable time and at a cost that does not exceed costs as provided under Chapter 119, Florida Statutes. (b) CONTRACTOR specifically acknowledges its obligations to comply with Section 119.070 1, Florida Statutes, with regard to public records and shall perform the following: Term Contract for Information Services Support Staffing Services (RFP-603602-19/TLR) Page 17 of 22 (1) Contractor shall keep and maintain public records that ordinarily and necessarily would be required by COUNTY in order to perform the services required under this Agreement, (2) Contractor shall provide the public with access to public records on the same terms and conditions that COUNTY would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (3) Contractor shall ensure public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law. (c) Upon termination of this Agreement, CONTRACTOR shall transfer, at no cost to COUNTY, all public records in possession of CONTRACTOR, or keep and maintain public records required by COUNTY under this Agreement. If CONTRACTOR transfers all public records to COUNTY upon completion of this Agreement, CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If CONTRACTOR keeps and maintains the public records upon completion of this Agreement, CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to COUNTY, upon request of COUNTY, in a format that is compatible with the information technology systems of COUNTY. (d) Failure to comply with this Section will be deemed a material breach of this Agreement for which COUNTY may terminate this Agreement immediately upon written notice to CONTRACTOR. CONTRACTOR may also be subject to statutory penalties as set forth in Section 119.10, Florida Statutes. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO Tenn Contract for Information Services Support Staffing Services (RFP-603602-19/TLR) Page 18 of 22 CONTRACTOR's DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR MAY CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE SEMINOLE COUNTY PURCHASING AND CONTRACTS MANAGER, AT 407-665-7116, PURCH rni,SEMINOLECOUNTYFL.GOV, PURCHASING AND CONTRACTS DIVISION, 1301 EAST SECOND STREET, SANFORD, FL 32771. Section 26. Governing Law, Jurisdiction, and Venue. The laws of the State of Florida govern the validity, enforcement, and interpretation of this Agreement. The sole jurisdiction and venue for any legal action in connection with this Agreement will be in the courts of Seminole County, Florida. Section 27. Compliance with Laws and Regulations. In providing all services pursuant to this Agreement, CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations pertaining to or regulating the provision of such services, including those now in effect and subsequently adopted. Any violation of these statutes, ordinances, rules, or regulations will constitute a material breach of this Agreement and will entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to CONTRACTOR. Section 28. Patents and Royalties. Unless otherwise provided, CONTRACTOR is solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. CONTRACTOR, without exception, shall indemnify and save harmless COUNTY and its employees from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or Term Contract for Information Services Support Staffing Services (RFP -603602-19/ TLR) Page 19 of 22 article manufactured or supplied by CONTRACTOR. in the event of any claim against COUNTY of copyright or patent infringement, COUNTY shall promptly provide written notification to CONTRACTOR. If such a claim is made, CONTRACTOR shall use its best efforts to promptly purchase for COUNTY any infringing products or services or procure a license at no cost to COUNTY that will allow continued use of the service or product. If none of the alternatives are reasonably available, COUNTY shall return the article on request to CONTRACTOR and receive reimbursement, if any, as may be determined by a court of competent jurisdiction. Section 29. Notices. Whenever either party desires to give notice to the other, it must be given by written notice, sent by registered or certified United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified. The place for giving of notice will remain such until it has been changed by written notice in compliance with the provisions of this Section. For the present, the parties designate the following as the respective places for giving of notice: For COUNTY: Information Services Department Seminole County Services Building 1101 East 1 st Street Sanford, Florida 32771 For CONTRACTOR: Vitil Solutions, Inc. 1777 Northgate Boulevard, Suite Al Sarasota, Florida 34234 Section 30. Rights At Law Retained. The rights and remedies of COUNTY provided for under this Agreement are in addition and supplemental to any other rights and remedies provided by law. Term Contract for Information Services Support Staffing Services (RFP-603602-19/TLR) Page 20 of 22 Section 31. Headings and Captions. All headings and captions contained in this Agreement arc provided for convenience only, do not constitute a part of this Agmernent. and may not be used to define. describe, interpret or constnic any prt wlNion of this Agmi-nent. IN WITNESS WHEREOF, the parties have made and executed this Agreonent for the purposes stated above, ATTEST: Witness Print Ninic n Print Name V1'I'1L SOLU'TION'S, INC. DALV OTT, President Dale Iflatance ol this pace Mak, si Mature page ewminwF em Page 22.1 -;c�s Convul f6rjuaii:A, S*a1fin,-. Servicc,, (RFP-603602-t'rj_R) Page 21 L,1'22 w,"ma M4,I-10.1 Witness Print Name For the use and reliance of Seminole County only. Approved as to form and legal sufficiency. County Attorney Date: DGS/dre 12/6/19 Attachments: Exhibit A - Scope of Services and Fee Structure Exhibit B - Sample Release Order TAUsers\Legal Secretary CSB\Purchasing 2019\RFP-603602 19 TLR.docx BETSY qolfF/N, Acting Purchasing and As authorized for execution County Commissioners at its 20 /t_, regular meeting. Term Contract for Information Services Support Staffing Services (RFP-603602-19/TLR) Page 22 of 22 byte Board of EXHIBIT A PART 1 SCOPE OF SERVICES 1.0 OVERVIEW Seminole County Information Services (IS) provides enterprise technology support for Seminole County employees as well as support for some services for constitutional offices and cities. IS augments technology staff through outsourcing with a vendor to support service desk, desk side support, switchboard, and computer as a service (CaaS) functions. Seminole County IS will consider proposals to provide: • Service Desk, • Desk Side Support, • Switchboard, and • CaaS functions. Each of these services are required to be priced individually by the vendor to allow IS to select any number or combination of these options based on current and future operational need. Vendors have the option to bid all the items but must provide bids for service desk, desk side support, and switchboard to be considered for any of these services to ensure a single cohesive team. Computing as a service (CaaS) may be bid independently. The successful vendor will provide all required staffing resources and services to fulfill the required level of service. These services must be accomplished as an embedded team within the Information Services Department that can appropriately and professionally represent the Information Services Department to the employees of Seminole County and constitutional offices and cities when applicable. Seminole County Information Services Leadership desires to create a collaborative environment within Seminole County whereby other local governments and municipalities may participate in a Shared Services Model. It is critical that the vendor provide technically qualified, well managed staff which are led by a senior level individual who will serve as a contracted part of the Information Services Management team and work as a cohesive part of the IS support team. 2.0 SERVICE DESK (SD) 2.1 Service Desk Role The SD is the first point of contact for all technology requests, outages, questions, new services, follow-ups and County IS notifications and communications. Service Desk staff handle the initial customer contact for all calls for service and enter those into an IS work order system for tracking, escalation, and resolution. An average of 1200 calls per month are made to the Service Desk. Service Desk Staff must be friendly, helpful, have a solid technical skillset, and excellent communication/soft skills. The SD must be able to understand the customer request and gather enough information to either resolve the issue or enter a meaningful work order with enough information to allow other IS technical teams to work the issue. The work order system must have a dynamic ever improving knowledge base to aid SD staff in call taking, resolving tickets, and entering work orders for the correct IS teams. Though a knowledge base is required, SD staff are expected to continuously grow in their technical skills, understanding of technology services, work order entry/classification, and overall value to IS service delivery. The SD must also have a process to learn the County customer base and business units ensuring prioritization for mission critical services and recognition for key executives. The vendor must be knowledgeable in and support all ITIL V4 service support processes as directed by County IS. ITIL V4 certification is required for vendor management staff. 2.2 ITIL Based Work Order System The vendor must provide an ITIL Information Technology Infrastructure Library) V4 based work management system that will be used by all of IS to manage technology and customer requests. The system should include a web -based portal to allow customers to view the status of their requests and provide self- service portal functionality to allow new request entry by customers. The system may be utilized by other County staff to fulfill a similar work management role if deemed beneficial by IS Management. The support and cost for this system must be included in the overall cost for the service desk. The system and vendor processes must provide the following functionality at a minimum: Service Request o Including existing and new technology service requests o Categorize requests by a type list provided by Seminole County o The ability to schedule requests and assign one or more cost centers to these requests Incident Management Problem Management o Group incidents that point to a root cause o Ability to communicate to affected populations of users via email, web portal or text Change Management o Manage changes that are required due to new services being introduced, or problems being resolved • SLA Tracking and Compliance • Self-service Portal o Provide status of key services • Knowledge Management o To include County functions and processes to support the switchboard function (see 4.0) Configuration management to include o Asset Management ■ By individual, organizational unit or by project o Software License Management ■ By individual, organizational unit or by project o County specified cost allocation codes to the various Departments that leverage technology o Stationary/fixed devices (i.e. in conference rooms) • Full Microsoft SQL Server Reporting Services (SSRS) Based Reporting Capabilities (including IS access for developing ad hoc reports) The system must have the ability to interface with the following systems or services o Accept email as service requests or incidents o Integrate with external citizen support system. The County's current standard is Accella's PublicStuff. Hold: Wait for Seminole County to define the Citizen Call Center to determine requirements and timeline. The vendor is required to train and educate County IS staff on the features, functionality, and service processes applicable to County staff. The vendor will also provide a mechanism for training customers on the use of the self-service portal. Regardless of the system used, access to all knowledge and data created, discovered, documented, and performance metrics contained therein must be accessible to designated County staff. Upon contract expiration or termination, the vendor will export all knowledge and data created, discovered, documented and used in support of Seminole County. The export must be in a common data format and not proprietary to the application. The vendor will in coordination and collaboration with IS help in the process of exporting and importing the data in the event this clause is required. 2.3 Automatic Call Distribution Telephone System The vendor must provide a modern Automatic Call Distribution (ACD) system capable of queueing, providing queued caller options, reporting, and distributing calls to SD staff. Calls will be forwarded from a County telephone system and the vendor shall provide a local phone number with enough capacity to support operations. The system must be capable and configured to generate and provide IS monthly reports for all standard call center metrics and allow ad hoc reporting as needed. Reporting methods, calculations, and inputs will be vetted and approved by IS to ensure meaningful business metrics. All calls will be logged in the ITIL based system via an interface to the ACD. 2.4 Hours of Operation and Coverage The SD must provide 24x7 coverage with full staffing during business hours and on call coverage after normal business hours for emergency and critical services. On call coverage may be provided through a 15 minute call back except in the case of Fire Department CAD/911 related calls. A confidential Vitil technician cell phone listing will be provided to the Fire Department Communications Center for live answer for these type of calls. The vendor is responsible for maintaining and providing to IS the on call schedule to ensure coverage and compliance. On call support must include a backup and escalation tree to ensure a resource is available for all calls. The on call vendor SD staff will take and log all after hour's calls in the work management system. Issues will be resolved by the SD or escalated to the appropriate vendor or IS on call support staff to handle the issue. Service Desk staff must ensure the situation is resolved by communicating with the customer and the assigned resource. Hours of Operation Service Desk On -Site Support Standard 7:OOam — 5:00pm Mon -Fri 7:OOam — 5:OOpm Mon -Fri Excludes holidays and EOC Email requests may be activations submitted at anytime After Hours On call 15 minute call back Available for emergency except in the case of the Fire outages and critical services Department CAD/911 calls which will be provided a call tree for live -answer. Issues will be escalated to other IS teams if needed. For emergency service events or outages, the SD will enter the ticket and immediately work to resolve the issue or call the designated support person. In the rare case that the designated person cannot be reached, the SD will contact their management through an escalation tree. 2.5 Service Levels The vendor, through the work management system, is required to gather, track and provide reporting for service level adherence. Reporting shall deliver a level of detail to allow meaningful business review and process improvement for any component of the technology service workflow. The vendor must meet or exceed the following metrics and service levels. Metrics Description Metric/S eciricadon Compliance SD Answer Time <=60 seconds >=95% Email Response <=4 hours (Business >=95% Hours Calls Answered/Abandoned Quantity of each >=99% / <=1 % Correct request routing Quantity of routings >=99% First call resolution FCR possible tickets only not for all tickets >=85% Proper escalation to IS When required >=99% Service Levels Pdodty Response* Resolution* Sec High 10 min 4 hours >95% -Emergency High 30 min 8 hours >95% Standard 2 hours 24 hours >95% Scheduled 2 hours 40 hours >95% Project 2 hours TBD TBD Computer Refresh I Scheduled 120 hours >95% Accessory Refresh I Scheduled 80 hours >95% *Business Hours Jgxcepdon After Hours Emergencies) Service Level Definitions Priority Definition Emergency Major loss of a mission critical system or service, loss of access to a customer group which performs work critical to the county. High An incident or outage affecting an individual or a loss of service affecting any County employee or critical business functions Standard An incident affecting an individual or a loss of service on non-critical business functions. Scheduled A scheduled request for new installs, changes, moves or upgrades. Project Service request for a project that will exceed two (2) weeks to complete. 2.6 Customer Escalation A customer may escalate a ticket if they have concerns about its timely completion or are dissatisfied with their service performed on the ticket. The customer can call in or email in the escalation to the service desk. The vendor must look up the ticket, evaluate if the situation is out of compliance and work with the customer to achieve an acceptable outcome. IS Management will be informed of any customer service issues and a monthly report will be provided detailing any customer service related customer issues. 2.7 Outage Recognition and Notification When a significant outage or event occurs that impacts many customers, all subsequent customer events must be connected to a global work request. This situation also requires a selection of actions with regard to management escalation, customer notification methods and SD staff communications until the issue is resolved. Depending on the degree of the outage, the SD phone greeting may also be changed to provide status and repair ETA information. When applicable and possible an email notification may also be sent to those potentially impacted by the outage. When a global issue is resolved, IS may be required to complete an internal RCA report in coordination with vendor staff that defines what caused the problem, quantifies the impact of the outage and provides recommendations for avoiding the problem in the future. 2.8 Customer Satisfaction Survey With each service event, the vendor will issue a ticket closure notification email that includes a survey link. The vendor will provide a monthly satisfaction survey report showing all completed surveys. If a poor survey result is obtained the vendor is responsible for initiating a meeting with the customer and determining the root cause. The vendor can either resolve the matter or bring in the appropriate County IS staff to develop a resolution. 2.9 Service Cataloo Management The vendor is responsible for providing updates to the IS service catalog and ensuring processes are in place to capture data through the work management system for catalog development. 2.10 Project Management The vendor is responsible for Project Management regarding new hardware, hardware refresh, beta test rollouts, new applications, application updates, new peripheral implementations, or any other desktops, laptops, tablets, mobile phones, mobile vehicle routers, or cellular related projects. 2.11 Required Training/Certifications Service Desk staff are required to have or obtain within 6 months of contract signing the following training and certifications: HDI Customer Service Representative Microsoft 365 Certified: Modern Desktop Administrator Associate. Florida Department of Law Enforcement's Criminal Justice Information Services (CJIS) certification Vendor will be required to conduct (at vendor's expense) vendor Employee training courses for Sexual Harassment, Diversity and Customer Service Techniques. New hires are required to obtain training within 6-9 months of start date. 2.12 Knowledge Base Creation and Updates Knowledge base articles will be reviewed annually and when any change to existing services are made. Knowledge articles will be created when new services are implemented, problems are identified and resolved, or gaps in knowledge are found. The SD will work with Desk Side Support and Seminole County Development and Administrative teams. Knowledge articles will" be updated within 30 days of when problems are resolved or when operational changes dictate. 3.0 DESK SIDE SUPPORT (DSS) 3.1 Desk Side Support Role The DSS staff along with the SD handle all aspects of computer, mobile device, mobile vehicle routers, cellular devices, and peripheral support either remotely or in the field. Staff must be friendly, helpful, have a solid technical skillset, and excellent communication/soft skills. Staff must have experience in supporting enterprise level desktop environments and the ability to quickly learn and adapt to customer needs. Staff must have the ability to take ownership of a new problem and effectively find resolution through experience, technical ability, and research. DSS staff work as part of the overall IS support team and must communicate and work effectively as part of the overall IS support structure. 3.2 Inventory The vendor is the assigned custodian for computers, monitors, desktop software, mobile devices, mobile vehicle routers, cellular devices, peripherals, and all related equipment deployed throughout the County and is responsible for maintaining County IS defined controls for recording, tracking and reconciliation. The vendor will keep the inventory updated and accurate and provide regular reports as well as provide IS access to ad hoc reporting. The County conducts audits each fiscal year for capital items. The vendor will be required to accompany the Seminole County Property Administrator on yearly audits to inventory and locate all IS Fixed Assets audit/inventory. 3.3 Supported PC/ End point Configurations The standard County PC configuration includes Microsoft Windows OS, Microsoft Office, Microsoft Antivirus, and multiple line of business applications. The vendor will support the applications that are installed and are included within the County PC standard as well as any other desktop applications or peripherals. The vendor will support Apple, Android and Windows based mobile devices (tablets, mobile phones) cellular connectivity (air cards/MIFI's), and peripherals. This includes issues, lifecycle refresh, software/hardware/app upgrades, patching, and MDM device setup, changes, and overall management. The vendor will support mobile vehicle routers, connectivity, field operations, and end user technology associated with mobile operations. This includes issue resolution, lifecycle refresh, software/hardware/app upgrades, patching, and general support. The vendor will support Library end point devices and accessories, and the Envisionware management system utilized by citizens for internet access and library functions. This includes issue resolution, lifecycle refresh, software/hardware/app upgrades, patching, and general support. The vendor will support various types of conference room, customer service center, and classroom devices including Smart Devices, TV's, apple TV's, Miracast, wireless keyboards/mice, signature pads, receipt printers, credit card swipes, and any other end user devices used. This includes device selection recommendations, basic setup, user familiarization, driver installation, and network connectivity. The vendor will support printers not covered under lease. This will include setup, driver updates, issue resolution, and customer assistance, device recommendations, lifecycle refresh, upgrades, patching, and general support. Vendor will support network connectivity, initial issue resolution, customer assistance, and contacting the vendor for leased printers. Most initial issue assessment will be provided by the SD or an onsite DSS technician before escalation to a third -party vendor, where applicable, for some larger devices like printers. The vendor is responsible for desktop software lifecycle maintenance and upgrades to ensure all components of the desktop environment are on currently supportable and patched versions of software, browsers, operating systems, firmware, drivers, bias, and all other components. Any changes to hardware or devices shall be done at the end user's location unless approved by IS. The vendor must provide a catalogue of approved devices that can be used by end users. It will identify for each device type (workstation, laptop, tablet, mobile phone, printer, monitor) what the standard is, what the future standard will be starting the next quarter, and what devices will need to be replaced. This catalogue must be updated by the vendor quarterly and will work with IS to develop. It is the purpose of this scope to ensure the entire end user device environment is supported as part of desk side support services. All items listed under this section (3.3) and any related end user devices are expected to be completely maintained, covered and included in the price per computer support bid regardless of the change in number of ancillary end user devices covered through this section. An estimated count of various devices is included in Appendix A though this may not be all inclusive of every peripheral, conference room technology, or miscellaneous end user device. 3.4 Annual Refresh and Deplovments County IS or a contracted vendor will procure computers each year and ship them to the vendor's staging facility. The vendor will provide packing lists to County IS Asset Management and coordinate applying the asset tags with County IS Asset management. The vendor will be responsible for coordinating the refresh program. This will include all imaging, application installations, and physical installation at the client's site. The County is currently refreshing approximately 75-100 PC's/Laptops each quarter. 3.5 Staging Facility The vendor must provide a secured, dedicated storage and work area to stage and image all PC's within 45 days of contract signing. This will not be a County owned facility or work area. Vendor is required to maintain County assets (workstations, laptops, etc.) in like new condition when under vendor's custody. This includes storing assets in a secure, climate controlled and fire protected facility. The facility may not be located in a flood zone and must be located within a 20 mile radius of 1101 E. 1St St, Sanford Florida. The County reserves the right to inspect and retains a right of refusal of the vendor's facility. Should the vendor have the facility available prior to Contract award, County IS staff will conduct a site visit of the facility. Vendor facilities used to receive, store, configure, repair, stage or dispose of County assets must be accessible to County staff during normal business hours or immediately upon the declaration of an emergency by the County Emergency Manager. Vendor shall maintain adequate property loss insurance to fully cover the full value of assets in its custody. 3.6 PC Image Management The vendor will create and manage PC images via Microsoft System Center Configuration Manager (SCCM). The vendor must be certified and knowledgeable with Microsoft SCCM. All aspects of system software installation should be packaged and automated, where possible, to ensure a consistent reproducible desktop environment. All images and tasks are to be approved by County Information Services System Administrators prior to being released to the County's production environment. 3.7 Microsoft Updates Each month the vendor will evaluate Microsoft patch releases and coordinate with County IS to obtain approval prior to vendor installation to a test group followed by production patching. The vendor is responsible for producing a quarterly patch report that demonstrates the percent of workstations not in patch compliance, and a remediation plan to bring those systems into compliance. The vendor will be required to meet the following patch metrics: • Within 180 days of contract start 95% or greater of all PC's meet patch compliance • Within 365 days of contract start 98% or greater of all PC's meet patch compliance • By end of Quarter 1 of year 2 of the contract, 99% or greater of all PC's must meet or exceed patch compliance • Should Seminole County currently exceed any of these measures, the vendor will be required to maintain current compliance rates. 3.8 Special Operations, Meetings, and Activations Seminole County is a dynamic organization requiring a high level of support during emergency operations, high profile events and major project rollouts. Vendor must provide a best effort to maintain minimum service levels while supporting these efforts. The bid price should factor in these types of events. Emergency Operations Center (EOC) Activations - The vendor will provide two (2) DSS technician during EOC activations and exercises. The EOC could be activated several days prior to an event and could be activated for several days during and after an event. Training and preparation is required for the support of EOC activations. Vendor must ensure the two (2) EOC staff are in full compliance and trained in accordance with the State of Florida NIMS certification. Board of County Commission Meetings/Work sessions and Other Events - The vendor must provide onsite support for all Board of County Commission Meetings. These meetings are held on average twice monthly at 1101 E. 1St St. Sanford Florida. The onsite DSS technician will be required to support and assist staff and citizens with and technology needs during the meetings. The vendor must coordinate with Seminole County Government Television (SGTV) staff for all Board meetings and work sessions. The vendor must provide additional DSS support resources for special events, IS implementation projects, and other times when operational requirements dictate technical support is needed. 3.9 Reouired Training/Certifications Desk Side Support technicians are required to have or obtain the following training and certifications within 6 months of contract signing: • Microsoft 365 Certified: Modern Desktop Administrator Associate. • CompTIA Networking+ • Applicable NIMS training for any staff that will activate with the Emergency Operations Center (EOC) • Florida Department of Law Enforcement's Criminal Justice Information Services (CJIS) certification • Vendor will be required to conduct (at vendor's expense) vendor employee training courses for Sexual Harassment, Diversity and Customer Service Techniques. Vendor will provide a minimum of one staff that is Microsoft System Center Configuration Manager (SCCM) certified and competent in packaging and deploying application packages. Vendor must possess and retain a Microsoft Partner status for the term of the contract. New hires are required to obtain training within 6-9 months of start date. 3.10 Transportation, tools, and resources The vendor is responsible for any transportation needed for DSS support technicians to travel between locations and move/deliver equipment. All transportation, tools, vehicles, and resources needed are to be provided by the vendor. An example of locations is provided in Appendix B though not all locations contain equipment DSS supports. 4.0 SWITCHBOARD SERVICES 4.1 Switchboard Services Calls will be forwarded from the County to a local number provided by Vitil and answered using a modern automatic call distribution system. Call statistics will be made available on a regular basis. Switchboard services will continue using the terms of the previous contract amendment. The terms are listed below: 4.2 Previous Amendment Terms Vitil will provide this role as a service which would include: 1. A service level commitment whereby up to 30 calls per hour are answered within 20 seconds a. If the caller hangs up after 20 seconds, the call is counted as abandoned 2. Staff coverage is provided if our primary person is not available 3. Document the procedures into a knowledge base 4. Implement the "Public Stuff" application to log any service a. Vitil may offer Service Cube with a Public Stuff theme for other users 5. Take these calls at the Vitil facility 6. During an EOC activation, a Vitil Technician with 311 skills will be made available to work on the Citizen Information Line. 4.3 Service Cancellation Seminole County can cancel the switchboard service with 45 days' notice at any point without penalty. 5.0 GENERAL REQUIREMENTS 5.1 Background Checks Vendor is required to conduct (at vendor's expense) background checks on all staff assigned to the Seminole County account. The County reserves the right of refusal on any vendor employee. One (1) of Two (2) levels of background checks shall be performed by the Vendor on any person assigned to work for Seminole County at any time. A. Level One: The Level One background check shall include the following information: • Identification Verification • Selective Service Status (registered/unregistered) • Florida Department of Law Enforcement (FDLE) Automated Criminal Record Check • State Attorney's Office • Employment Verification and references • Department of Motor Vehicles (DMV) by State of Residence (past 5 years) • Military Service Verification • Professional License and Certification Check B. Level Two: The Level Two background check shall include all Level One checks with the addition of the National Fingerprint Based Check. All background checks shall be accomplished and submitted to the authorized County Representative within five (5) working days of assigning staff. Background checks shall be re -performed on any employee who has not worked on a County assignment for more than thirty (30) days. It is the responsibility of the Vendor to track the assignments at the County for each of their employees to insure compliance with this requirement. 5.2 Manaaement Services The vendor will provide one senior level account manager that will attend weekly Information Services leadership and change management meetings. The purpose of the meetings is to address IS Department Management items, review SLA's, review proposed weekly changes, escalated Work orders, review team performance, provide major project updates, and discuss areas of opportunity for improvement. The vendor's management resource may also have to attend project related meetings or other meetings as business need dictates. The vendor's senior level manager will be responsible and expected to represent the SD and DSS teams and end user computing environment in these meetings. 5.3 Minimum Staffing Levels The minimum staffing level should not be taken as an indication of adequate staffing to meet the required SLA's and the vendor must anticipate and provide staffing to meet operational needs. The vendor is always required to meet the following minimum staffing levels: • Technical Service Desk — Three (3) • Desk Side Technicians — Three (3) • Switchboard Staff — One (1) • Leadership staff — One (1) Should an employee apply for and be offered a position within Seminole County, the vendor will not charge a fee to Seminole County. 5.4 Reporting Requirements Vendor must provide, at a minimum, monthly reports in an electronic format that provide the status of the agreement and their compliance to their service levels. • SLA compliance report showing service requests and incidents by priority type • Device patch and antivirus compliance report by device, including exceptions and reason for exception • Monthly configuration change report showing all changes to devices and software being issued by individual, organizational unit and or project • ITIL defined problem management report detailing all problems identified during the month and their resolution via the change management process • Knowledge base article creation and compliance report showing number of knowledge articles created by services and number of knowledge articles by service that have not been reviewed in the last 12 months. 5.5 SLA Penalties A progressive financial penalty will be imposed should the vendor not meet any SLA requirements. The penalty will be tiered in the following manner: • 1 st offense — Face to face meeting onsite with the County IS leadership team. A corrective plan of action will be developed, and a root cause analysis performed to understand why the SLA is not in compliance. • 2"d offense — Face to face meeting onsite with Seminole County Information Service's leadership team. A 5% reduction in the monthly contract rate will be imposed on the next monthly invoice. The reduction will remain in effect until the vendor demonstrates compliance with the SLA's. • 3rd offense — Face to face meeting with Seminole County CIO and County Managers Office. A 10% reduction in the monthly contract rate will be imposed on the next monthly invoice. The vendor will have 30 days to obtain compliance. Should the vendor not meet compliance within 30 days, an automatic notice of non-compliance with the contract will be mailed to the vendor informing them that the County will be cancelling the contract for cause. The vendor will have 45 days to start transitioning knowledge and data back to the County. Financial penalties will take effect 90 days after contract execution. SLA offenses will be calculated on an ongoing basis. Therefore, prior offenses will not be removed from consideration. Financial penalties do not affect the Counties right to terminate for cause. 6.0 COMPUTING AS A SERVICE (CaaS) 6.1 Comoutina as a Service (CaaS) Seminole County is seeking qualified vendors to provide the ability to acquire technology to meet the dynamic needs of the departments that Information Services support. Qualified vendors will provide a service that will allow Information Services to request client -based devices and have them delivered to the end user within five (5) business days of the request. 6.2 Cataloo of Technologies and Device TVDes The vendor must provide a catalog of technologies that can be procured at a term the County chooses (a minimum of three (3) months to a maximum of 60 months) that would be charged on a monthly basis. The vendor must work with the County to recommend and develop standard models for each category. Current County standard equipment is listed, where applicable, as an example below though additional detail and build features shall be included in the catalog. This catalogue of technologies would include: • Windows based desktops — Current County Standard - HP EliteDesk 800, HP 2240 • Windows based laptops — Current County Standard — HP EliteBook 840, HP zBook 17 • Windows based tablets — No Current County Standard • Display monitors — HP EliteDisplay E222 or larger • Apple based desktops — No Current County Standard • Apple based laptops — No Current County Standard • Apple based tablets — Apple iPad Current Versions • Android based tablets — No Current County Standard • Ruggedized devices —Current County Standard GETAC A140 Additional devices or categories may be requested by the County and added to the catalog during the term of the agreement. This catalogue will be reviewed and updated quarterly by the vendor. The cost of each item will include all items necessary for the device to operate. The following is for a desktop computer but should serve as an example of what is expected for each device: Desktops will be issued with keyboard and mouse, a display monitor and all cables necessary to connect. The device will have an authorized copy of the operating system that is compatible with the County and can accept all County owned software and services. The catalogue will include devices that are no more than 24 months old from the time of its release to the general public and that devices will support three types of users, a standard device for normal county use, an enhanced device for managers or executive staff, and a device that supports highly technical power users. If the vendor is not the selected vendor for the service desk and desktop support, the vendor must work with the selected vendor to ensure equipment inventory, timely delivery, equipment availability, and proper equipment selection. 6.3 Device Selection and Pricin The County reserves the right to purchase devices outside of this agreement for operational needs or better pricing. Pricing shall be for new or remanufactured devices as listed in the bid sheet and must be based on a discount from NASPO pricing. The discount from NASPO pricing is meant to allow the County to work with the vendor to specify the correct build of equipment needed to meet operation needs as well as provide flexibility for specialized use cases. 6.4 Computer UPS Most locations require a small under desk UPS to mitigate minor power interruptions. The vendor maintains the UPS drawing spare equipment from IS provided inventory. IS would like to explore the cost to have the vendor supply the UPS and repair inventory as a bid option. 6.5 Termination Upon the end of the contract or contract termination the County will have the following options for CaaS devices: • Continue to make monthly payments until the end of the units projected term • Purchase the units for the original price minus any lease payments already made • Return the units and end the use of the devices 7.0 EOC Spare Inventory Vendor will have spare inventory in stock to meet short term/temporary needs of County operations. This will initially be targeted toward EOC activation/drills, but may be expanded, if needed, to other areas of the County. To provide the spare stocking level, the annual price is $120 per computer (desktop or notebook) and $15 per monitor. Any new requests for spare units will begin billing on a prorated basis. APPENDIX A Device Type Estimated Current Count 8115119 County Computers (desktop, laptop, tablets 1600 County Library Computers 90 iPads 230 Mobile Vehicle Routers 150 iPhones 197 Other Cell Phones 89 Hotspots, Mb's, cellular wireless 401 TV's 39 Monitors 1722 Konica Minolta MFD's 202 Other printers, plofters, scanners 76 APPENDIX B Fleet Bldg 141 Bush Loop Sanford FL 32770 Fleet Heavy Equipment 133 Bush Loop Sanford FL 32772 Traffic Engineering Office and Shop 140 Bush Loop Sanford FL 32774 Roads Team 5 Trailer 173 Bush Loop Sanford FL 32773 Roads Survey - Bldg. 149 149 Bush Loop Sanford FL 32773 Roads Scale House Storage Bldg 101 Bush Loop Sanford FL 3277 Facilities Management WHSE 5 PTS 211 County Home Road Sanford FL 32773 Public Works Administration 200 County Home Road Sanford FL 32773 I.T. Warehouse 302 Bush Loop Sanford FL 32773 Public Works Engineering Bldg 100 East 1st Street Sanford FL 32771 County Services Bldg 1101 East 1 st Street Sanford FL 32771 John E. Polk Correctional Facility 211 Bush Blvd Sanford FL 32773 SCFD- 35 Five Points 201 West County Home Road Sanford FL 32773 Civil Courthouse Bldg 301 North Park Avenue Sanford FL 32771 Court Facilities Bldg 116 North Hood Avenue Sanford FL 32771 SGTV 130 San Carlos Avenue Sanford FL 32771 Purchasing Building 1301 East Second Street Sanford FL 32771 County Services Bldg Boiler House 1101 East 1 st Street Sanford FL 32771 Transmitter Bldg Five Points 144 Bush Loop Sanford FL 32773 Transmitter Bldg Sabal Point 930 Wekiva Springs Road Longwood FL 32779 Sanford Health Department 901 South French Avenue Sanford FL 32771 SCFD-Fire Rescue Warehouse 203 West County Home Road Sanford FL 32773 Property Appraiser West Branch 995 West State Road 434 Altamonte Springs FL 32714 Tax Collector Casselberry 104 Wilshire Boulevard Casselberry FL 32707 Juvenile Justice Center 190 Bush Blvd Sanford FL 32773 Property Appraiser East Branch 859 East State Road 436 Casselberry FL 32707 Transmitter Bldg Dike Road 3574 Dike Road Oviedo FL 32765 Transmitter Bldg Chuluota 1301 Tropical Street Chuluota FL 32766 Transmitter Bldg Geneva 201 Oak Street Geneva FL 32732 Five Points Complex US 17-92 Sanford FL 32773 Public Safety Building 100/150/180 Bush Blvd Sanford FL 32773 Reflections 520 W Lake Mary Blvd Lake Mary FL 32746 Roads/Stormwater Doublewide Trailer 171 Bush Loop Sanford FL 32773 Transmitter Site Civil Courthouse 301 North Park Avenue Sanford FL 32771 Telecommunications /PSB 180 Bush Blvd Sanford FL 32773 SCFD-10 AS Forest City 9411 Forest City Cove Altamonte Springs FL 32701 Juvenile Education Center 1150 East 28th Street Sanford FL 32773 Transmitter Bldg Paola 4905 Wayside Drive Sanford FL 32771 Transmitter Bldg Alt Springs 151 Newburyport Avenue Altamonte Springs FL 32701 Tax Collector East Branch 384 Wilshire Blvd Casselberry FL 32730 Tax Collector West Branch 995 State Road 434 Altamonte FL 32714 Springs Clerk of Court East Branch 336 Wilshire Blvd Casselberry FL 32730 Clerk of Court West Branch 955 West State Road 434 Altamonte Springs FL 32714 Economic Development (SCC @ Heathrow) 1055 AAA Drive, Suite 145 Heathrow FL 32746 Roads CW Suprt/Storm Water/Spur 169 Bush Loop Sanford FL 32773 Juvenile Assessment Center 181 Bush Loop Sanford FL 32773 Traffic Engineering Five Points Warehouse 138 Bush Loop Sanford FL 32771 Traffic Engineering Fabrication Shed/Sign Shop 138 Bush Loop Sanford FL 32773 Transmitter Bldg Lake Brantley 991 Sandlake Road Altamonte Springs FL 32714 Transmitter Bldg Forest City Water Tower 502 N State Road 434 Forest City FL 32714 SCFD Fire Station 65 Orlando 4999 North Orion Blvd Orlando FL 32826 RTP Markham Reclaim Repump Facility 5665 First Street Sanford FL 32771 Transmitter Bldg Oviedo 406 Alexandria Blvd Oviedo FL 32765 Criminal Justice Center (CJC) 101 Bush Blvd Sanford FL 32773 SCFD- 24 Moss Road WS 102 North Moss Road Winter Springs FL 32708 SCFD- 26 Northern Way WS 850 Northern Way Winter Springs FL 32708 _ SCFD- 28 SR434 WS 1126 State Road 434 Winter Springs FL 32708 Tax Collector Lake Mary 845 Primera Blvd, Lake Mary FL 32746 Juvenile Detention Center 200 Bush Boulevard Sanford FL 32773 Roads Administration 177 Bush Loop Sanford FL 32773 Cooperative Extension Admin. Office 250 West County Home Road Sanford FL 32773 Cooperative Extension Auditorium 2401250 West County Home Road Sanford FL 32773 Facilities Management Admin. Bldg 205 West County Home Road Sanford FL 32773 Sanlando Park Athletic Facility 401 West Highland Street Altamonte Springs FL 32714 Red Bug Lake Park Athletic Facility 3600 Red Bug Lake Road Casselberry FL 32707 Museum of Seminole County History 300 Bush Blvd Sanford FL 32773 SCFD-13 Apopka 3860 East State Road 436 Apopka FL 32714 SCFD- 13 Forest City 1240 West State Road 436 Forest City FL 32714 SCFD-16 Sabal Point 930 Wekiva Springs Road Longwood FL 32779 SCFD- 22 Fern Park 7122 US 17-92 Casselberry FL 32730 SCFD- 23 Goldenrod 4810 Howell Branch Road Winter Park FL 32792 SCFD- 34 Paola 4905 West State Road 46 Sanford FL 32771 SCFD- 36 Markham Woods 6200 West Lake Mary Blvd Lake Mary FL 32746 SCFD- 41 Midway 3355 East State Road 46 Sanford FL 32773 SCFD- 43 Chuluota 110 W. 7th Street Oviedo FL 32766 SCFD- 27 Red Bug 5280 Red Bug Lake Road Winter Springs FL 32707 Library North Branch 150 Palmetto Avenue Sanford FL 32771 Library Central Branch 215 Oxford Road Casselberry FL 32707 Library East Branch 310 Division Street Oviedo FL 32765 Library Northwest Branch 580 Greenway Blvd Lake Mary FL 32746 Library West Branch 245 Hunt Club Blvd Longwood FL 32779 Animal Services 232 Bush Blvd Sanford FL 32773 Sylvan Lake Park Athletic 845 Lake Markham Road Sanford FL 32771 WTP Southeast Regional Maintenance Building&Office 3300 Dike Road Winter Park FL 32792 WTP Southeast Regional Maint. Bldg 3306 Dike Road Winter Park FL 32792 WTP Southeast Regional Water OPS 3304 Dike Road Winter Park FL 32792 Osceola Landfill Office Main Bldg. 1930 East Osceola Road Geneva FL 32732 Osceola Landfill Scalehouse Bldg 1910 East Osceola Road Geneva FL 32732 Osceola Landfill Maint Shop 1938 East Osceola Road Geneva FL 32732 Osceola Landfill Leachate Bldg. 1964 East Osceola Road Geneva FL 32732 WTP Heathrow 350 International Drive Lake Mary FL 32746 Soldier's Creek Park Athletic Facilities 1420 State Road 419 Longwood FL 32750 WWTP Greenwood Lakes 701 Greenway Blvd Lake Mary FL 32746 WTP Lake Hayes 535 Lake Hayes Road Oviedo FL 32765 Parks Office Five Points 121 Bush Blvd Sanford FL 32773 WTP Belaire 2876 Balmy Beach Drive Apopka FL 32703 WTP Fern Park 129 Lauren Court Altamonte Springs FL 32701 WWTP NW Regional 501 Yankee Lake Road Sanford FL 32771 SCFD- 42 Geneva 320 East State Road 46 Geneva FL 32732 WTP Indian Hills 1900 Wilshire Blvd Casselberry FL 32730 WTP Hanover Woods 124 Greentree Lane West Lake Mary FL 32746 WTP Country Club 299 Silk Bay Place Lake Mary FL 32746 WTP Greenwood Lakes 505 Wexdon Court Lake Mary FL 32746 WTP Lake Monroe 197 Hickman Drive Sanford FL 32771 Central TRNS STN ADM/Transfer Bldg 1950 State Road 419 Longwood FL 32750 Central TRNS STN Maint Bldg 1950 State Road 419 Longwood FL 32750 Central TRNS Station Scale House 1950 State Road 419 Longwood FL 32750 Tax Collector Oviedo 1490 Swanson Drive Oviedo FL 32765 Tourism 1515 International Parkway Heathrow FL 32746 Softball Complex Athletic 2200 West North Street Altamonte FL 32714 Springs Work Release Center 212 Bush Blvd Sanford FL 32773 Geneva Wilderness Area Nature Ctr 3485 North County Road 426 Geneva FL 32732 Sheriffs Office /PSB 100 Bush Blvd Sanford FL 32773 Supervisor of Elections 1500 East Airport Blvd Sanford FL 32773 HHS Casselberry 132 Sausalito Blvd Casselberry FL 32707 WTP Lynwood 1003 Jerome Way Apopka FL 32703 SCFD-12 AS Douglas 325 Douglas Avenue Altamonte FL 32714 Springs SCFD-14 AS Hattaway 600 Hattaway Drive Altamonte FL 32701 Springs SCFD-11 AS Newburyport 175 Newburyport Avenue Altamonte FL 32701 Springs WTP Markham Regional 5651 Lake Gussie Circle Sanford FL 32771 SCFD Training Facility 201 Valentine Way Longwood FL 32750 WTP Apple Valley 190 1/2 Hillcrest Street Altamonte FL 32714 Springs WTP Dol Ray 103 North Lake Blvd Altamonte FL 32701 Springs WTP Druid Hills 190 Flame Avenue Maitland FL 32751 -3123 WTP Lake Harriet 157 Dahlia Drive Altamonte FL 32714 Springs WTP Meridith Manor 164 East Lake Brantley Drive Longwood FL 32779 RTP NW Surface Water 481 Yankee Lake Road Sanford FL 32771 REVISED PRICE PROPOSAL RFP-603602-19/TLR — TERM CONTRACT FOR INFORMATION SERVICES, SERVICE DESK, DISK SIDE SUPPORT, SWITCHBOARD & CAAS Name of Proposer: Vitil Solutions, Inc. Mailing Address: 1777 Northgate Blvd, Suite Al City/State/Zip: Sarasota, FL, 34234 Phone Number: (_941 ) 351-7600 FAX Number: (941)847-0887 E -Mail Address: dale.ott@vitil.com Pursuant to and in compliance with the Request for Proposals, the undersigned Proposer agrees to perform the Work in strict conformity with Contract Documents, including Addenda on file for the rates hereinafter set forth. The undersigned Proposer declares that the only persons/parties interested in this proposal as principals are those named herein; that this proposal is made without collusion with any person, firm or corporation; and proposes and agrees that, if the proposal is accepted, Proposer will execute an Agreement with the COUNTY and will furnish Insurance Certificates. Rates shall include all costs associated for the services as defined in Part 1, including modified 1.0 and 5.0 — 5.4, also included, but not limited to materials, tools and related items, general administrative overhead, fringe and benefits, profit, transportation and all associated costs for deliverables. Fixed Rate Services Services {Billed Monthly) Fixed Annual Cost (Montht billing x 12) EOC Activation Rate lHoudy, after hours) Service Desk: As modified in revised $27,820 $333,840 $75.00 scope of services Switchboard: As modified in revised $4,167 $50,004 $75.00 scope of services Device Based Services (Desk Side Support as detnnea in sm — s.1u) Services Estimated Number Price Per Device Extended Price, (Billed of Devices Monthly) County PC's Desk Side Support 1600 $408.00 $54,400 Ubrary Patron PCs/Kiosk's Desk Side Support 1 90 $204.00 $1,530 EOC Activation Rate I (Hourly, after hours) $ 75.00 All items listed under section (3.3) and any related end user devices are expected to be completely maintained, covered and included in the price per computer support bid regardless of the change in number of ancillary end user devices covered through this section. An estimated count of various devices is included in Appendix A though this may not be all inclusive of every peripheral, conference room technology, or miscellaneous end user device. Count based on Windows based domain authenticated devices and IS validation. FLORIDA SALES: 85501370897460 Board of County Commissioners FEDERAL SALES/USE: 595000856 PURCHASE ORDER S H O 58411 1F GoW7 Y P ft M MS N UW O+aa ORDER NUMBER: ALL PACKMO SLIPS MYOICES AND CORRESPONDENCE MUST REFER TO THIS ORDER NUMBER V ORDER INQUIRIES E PURCHASING AND CONTRACT DIVISION 1301 EAST SECONN EXHIBIT B SANFORDFLORIDAp STREET 0 32771 O PHONE 407 665.7116 / FAX 407 665-7956 Rj I ANALYST DELIVERY THIS ORDER IS SUBJECT TO THE TERMS & CONDITIONS TOTAL AMOUNT ON THE REVERSE SIDE OF THIS ORDER. SUBMIT ALL INVOICES IN DUPLICATE TO: CLERK - B.G.C. FINANCE DIVISION POST OFFICE BOX 8080 SANFORD, FL 32772 Accts. Payable inquiries - Phone (407) 665 7656 Terms and Conditions 1. AGREEMENT. This Purchase Order including these terms, conditions, is option, may require the Supplier, at the Supplier's expense, to: (a) and other referenced documents such as solicitations, specifications, and promptly repair or replace any or all rejected goods, or to cure or re -perform responses constitute the sole and entire agreement between the parties any or all rejected services, or (b) to refund the price of any or all rejected hereto. The County does hereby retain the Supplier to furnish those goods or services. All such rejected goods will be held for the Supplier's services/comnwdities and perform those tasks as described in this prompt inspection at the Supplier's risk. Nothing contained herein shall purchase order and as further described in the scope of services, attached relieve, in any way, the Supplier from the obligation of testing, inspection, hereto and incorporated herein, if applicable. This order shall be construed and quality control. and interpreted under the laws of the State of Florida. Jurisdiction and 9. TAXES. Seminole County Government is a non-profit organization and not venue, with respect to any suit in connection with this order, shall reside in subject to tax. Seminole County, Florida. 10. FLORIDA PROMPT PAYMENT ACT. Suppliers shall be paid in 2. DELIVERY OF GOODS AND SERVICES, Failure to deliver the items or accordance with the State of Florida Prompt Payment Act, Section 218.70, provide the service hereby ordered strictly within the time specked shall Florida Statutes, upon submission of proper invoice(s) to County Clerk of the entitle the County to cancel this order holding the Supplier accountable Court and Comptroller, P. O. Box 8080, Sanford, Florida 32772. Invoices are therefore, and may charge the Supplier with any increased cost or other to be billed at the prices stipulated on the purchase order. All invoices must loss incurred thereon pursuant to Chapter 672 of the Florida Statutes, reference Semirule County's order number. unless deferred shipment is requested and agreed to by the County in 11, PAYMENT TERMS. It shall be understood that the cash discount period writing, Payment or acceptance of any item after the delivery date shall not to the County will be from the date of the invoke and not from the receipt of constitute a waiver of the County's right to cancel this order with respect to goods/services. subsequent deliveries. 12. PRICE PROTECTION. Supplier warrants that the price(s) set forth herein 3, WARRANTY. Supplier warrants all materials and services covered by are equal to the lowest net price and the terms and conditions of sale are as this order to conform strictly to the specifications, drawings, or samples as favorable as the price(s), terms, and conditions afforded by the Supplier to specified or fumished, and to be free from latent or patent defects in any other customer for goods or services of comparable grade or quality material or workmanship, if no quality is specified, the Supplier warrants to during the term hereof. Supplier agrees that any price reductions made in the County that the goods or service shall be of the best grade of their goods or services covered by this order, subsequent to its acceptance but respective kinds, or will meet or exceed the applicable standards for the prior to payment thereof, will be applicable to this order. industry represented, and is fit for County's particular. purpose. Supplier 13. PACKAGING AND SHIPPING, Unless otherwise specified, all products further warrants that at the time the goods or services are accepted by shall be packed, packaged, marked, and otherwise prepared for shipment in County, they shall have been produced, sold, delivered, and fumished in a manner that is: (a) in accordance with good commercial practice; and (b) strict compliance with all applicable Federal and State laws, municipal acceptable to common carriers for shipment at the lowest rate for the ordinances, regulations, rules, labor agreements, and working conditions to particular product, and in accordance with ICC regulations, and adequate to which the goods or services are subject. in addition to, and not in lieu of the insure safe arrival of the product at the named destination and for storage above, that at the time of acceptance, the goods or services are applicable, and protection against weather. Supplier shall mark all containers with meet or exceed the applicable standards imposed by (a) Consumer Product necessary lifting, handling, and shipping information, and also this order Safety Act, (b) Occupational Safety and Health Act (Public Law 91-5961, as number, date of shipment, and the name of the consignee and consignor. An amended, (c) Fair Labor Standards Act, as amended, and (d) thegoods itemized packing sheet must accompany_each, shipment AII_sNprnents, and services itirnishiA here`urrder are' free of arty claims or diens of unless speed differently, shall be FOB destination. whatever mature whether rightful or otherwise of any person, corporation, 14. QUANTITY. The quantities of goods, as indicated on the face hereof, partnership, or association. must not be exceeded without prior written authorization from County. 4. MODIFICATIONS. This order can be modified or rescinded only in Excess quantifies may be returned to Supplier at Supplier's expense. writing by the parties or their duly authorized agents. 15. ASSIGNMENT. Supplier may not assign, transfer, or subcontract this 5. TERMINATION. The County may, by written notice to the Supplier, order or any right or obligation hereunder without County's written consent. terminate this order, in whole or in part, at any time, either for the County's Any purported assignment transfer or subcontract shall be null and void. convenience or because of the failure of the Supplier to fulfill Supplier's 16. EQUAL OPPORTUNITY EMPLOYER. The County is an Equal agreement obligations. Upon receipt of such notice, Supplier shall Employment Opportunity (EEO) employer, and as such requires all Suppliers discontinue all deliveries affected unless the notice directs otherwise. In or vendors to comply with EEO regulations with regards to gender, age, such event, County shall be liable only for materials or components race, veteran status, country of origin, and creed as may be applicable to the procured, or work done, or supplies partially fabricated within the Supplier. Any subcontracts entered into shall make reference to this clause authorization of this order. In no event shall County be liable for incidental with the same degree of application being encouraged. When applicable, the or consequential damages by reason of such termination. Supplier shall comply with all State and Federal EEO regulations. G. INDEMNIFICATION. Supplier agrees to protect, indemnify, save, and 17. RIGHT TO AUDIT RECORDS. The County shall be entitled to audit the hold harmless County, its officers, and employees from and against all books and records of Supplier to the extent that such books and records losses, costs, and expenses, and from and against all claims, demands, relate to the performance of the order or any supplement to the order. suits, and actions for damages, losses, costs, and expenses and from and Supplier shall maintain such books and records for a period of three (3) against all liability awards, claims of patent infringement, judgments, and years from the date of final payment under the order unless the County decrees of whatsoever nature for any and all damages to property of the otherwise authorizes a shorter period in writing. County or others of whatsoever nature and for any and ail irjury to any 18. FISCAL YEAR FUNDING APPROPRIATION. Unless otherwise provided persons arising out of or resulting from the negligence of Supplier, breach by law, a order for supplies and/or services may be entered into for any of this order in the manufacture of goods, from any defect in materials or period of time deemed to be in the best interest of the County provided the workmanship, from the failure of the goods to perform to its full capacity as term of the order and conditions of renewal or extension, if any, are included specified in the order, specification, or other data, or from the breach of any in the solicitations, and funds are available for the initial fiscal period of the express or implied warrants. The remedies afforded to the County by this order. Payment and performance obligations for succeeding fiscal periods clause are cumulative with, and in no way affect any other legal remedy the shall be subject to the annual appropriation by County. County may have under this order or at law. 19. FAILURE TO ACCEPT PURCHASE ORDER. Failure of the Supplier to 7. INSURANCE. Supplier shall obtain and maintain in force adequate accept the order as specified may be cause for cancellation of the award. insurance as directed by the County. Supplier may also be required to carry Suppliers who default are subject to suspension and/or debarment, workers' compensation insurance in accordance with the laws of the State 20. AGREEMENT AND PURCHASE ORDER IN CONFLICT. Whenever the of Florida. Supplier shall fumish County with Certificate of Insurance for all terms and conditions of the Main/Master Agreement conflict with any service related purchase orders and other specialized services performed Purchase Order issued pursuant to it, the Main/Master Agreement shall at Supplier's location. Any certificate requested shall be provided to the prevail. Purchasing and Contracts Division within ten (10) days from notice. 21, FLORIDA PUBLIC RECORDS ACT. Vendor must allow public access to Supplier shall notify the County in the event of cancellation, material all documents, papers, letters or other material, whether made or received in change, or altercation related to the Supplier's Insurance Certificate. All conjunction with this Purchase Order which are subject to the public records poiicles shall name Serninole County as an additional insured. act, Chapter 119, Florida Statutes. 8. INSPECTION. All goods and services are subject to inspection and rejection by the County at any time including during their manufacture, construction, or preparation notwithstanding any prior payment or Rev. 6/2017 inspection. Without limiting any of the rights it may have, the County, at