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ENN NETWORKING ‘071372020 Client Number: 051099 Prepared for: Miami Shores Village Contract Renewal for October 1% 2020 T INFORMATION TECHNOLOGY SUPPORT SERVICES Business Solution Contract Purpose ‘This Contract is a renewal of the original 2016 support contract responding to RFP# 2016-001- IT. This is the Second of Three - 3year Terms. It describes the Information Technology Support Services (“Services”) to be provided to Miami Shores Village (“Client”). This Contract includes the following sections: ‘© Contact Information — Information of each party that will participate in this project ‘© Scope —A scope of the work to be performed under this Contract, Client Environment — A summary of Client's current environment and stated goals for this engagement © Goals and Objectives—An overall description of the technical and business goals to be achieved as a result « Exclusions—Specific deliverables or goals that are not included in this Contract, ‘© Client Responsibilities —What the Client must provide to ensure the success of this engagement Standard Working Hours—Standard hours describing the time frame for the provision of services © Proposed Schedule—Contract dates ‘¢ Costs—A detail of the Contract costs, expenses and any additional amounts to be billed to Client Signatures —To be executed by authorized representatives of the parties Terms and Conditions—The applicable terms and conditions that govern the various provisions of this Contract. Contract Submission Process Please print out two copies of the Contract, fill out the contact information page, sign and initial each page, and mail an original copy to the following address: Advantage Networking, Inc. Care of Stephen Finizio 3339 N.W, 55" Street Fort Lauderdale, Florida 33309 This Contract will be effective when you receive an executed version of this agreement from ‘Advantage Networking. If you have any questions regarding the content of the Contract, please contact Stephen Finizio (561) 239-2625. 2 Client Contact Information To assist Advantage Networking in making this Contract successful, please provide the following contact and background information: Authorized Client Contact: Elizabeth Keeley Information Technologies Manager Client Internal Tracking Number: (305)-762-4851 (305)-756-8972 ‘Signing Authority: Tom Benton Title Village Manager Voice: (305)-795-2207 Fax: (305)-756-8972 E-mail: Billing Contact: Elizabeth Keeley Title: Information Technologies Manager Voice: (305)-762-4851 Fax: (305)-756-8972 E-Mail: Billing Address: 10050 Northeast 2nd Avenue, Miami Shores, Florida 33138 (305)-795-2207 Advantage Networking Information ‘Senior Engineer: Voice: EM Steve Finizio (561) 239-2625 Senior Engineer Voice: E-Mai Gustavo Parra (954) 292-1055 Senior Engineer: Ted Grahn’ (954) 907-2849 Billing Address: Lori Grahn (954) 892-5370 3339 N.W. 55" Street, Fort Lauderdale, FL 33309 Scope Client is engaging Advantage Networking for the purposes of providing Information Technology Services ("Services") to the Client that maintain, support, and administer the Client's computer network, as more fully described in this Contract. Client Environment The intention of this section is to clearly document and confirm Advantage Networking’s assumptions about your current network environment. Hardware & Software As of the signing of this Contract, the Client has a network consisting of two domains and several Windows 2008, 2008R2, 2012R2, 2016 and 2019 servers running on Dell Server Hardware, There are two main locations, Miami Shores City Hall and Miami Shores Police Department both in Miami Shores, and five remote Facilities connected via an AT&T Fiber VPN that connects their network across the Internet. The Client is also running other applications including but not limited to New World Municipal Software, Energov Database, ArcGIS, Mainstreet finance program, RecTrae for the Recreation department and Spillman and Netmotion VPN for the Police Department. Goals and Objectives The goal of this Contract is to ensure the Client network remains healthy and stable. To maintain this level of health and stability, Advantage Networking will provide Services to the Client that maintain, support, and administer the Client's computer network as described below: + Emergency downtime support. Under this Contract Advantage Networking will provide a2 (two) hour emergency response time service level agreement to the Client. + Server updates and patches as needed or applicable. ‘The purpose of this service is to keep the Client servers up to date with the latest operating system patches and security patches, This will include “In-Place” upgrades and support patches to the following Software: 1. New World Municipal Software for Finance 2. Rectrac and Webtrac for the Recreational Department 3. Energov for the Building Department 4. The Follett Software for the Library 5. Spillman Software for the Police department 6. TRACS and Links for the Police department + Ensure workstation and server virus updates as needed or applicable, Virus protection is critical and this service helps to protect against network downtime, - Ensure network, workstation, and application administration and stability as needed or applicable. Since Advantage Networking will provide first level support, this will also include non-emergency network administration. + Unlimited Support Hours to Achieve Client Satisfaction. The tasks listed above that will be performed under this Contract will commence from the start date of this Contract provided it is signed by both parties. + Maintenance of required certifications. Advantage Networking shall maintain current certifications required by the Client to be onsite, An example of this would be the Criminal Justice Information Systems Certification (CJIS) and compliance with the Federal Bureau of Investigation Criminal Justice Information Services Security Policy (CSP), which is incorporated into this agreement (Addendum A)... Other Certifications may also be required. - Performing research related to future projects and agendas. This will include attending Seminars and conventions the Village deems necessary to ensure quality support of it's network. + Additional network support Services. “Telephone Technical Support” during normal business hours will be provided on an Unlimited Number of calls basis. Under the normal terms of this contract, Advantage Networking will provide telephone based support to the Client's Employees to work with Advantage Networking during normal business hours for the duration of the contract. 1, Problems on help desk will be referred to product specialists if necessary. If we are still unable to solve an In-Scope problem and a site visit by an engineer is required it will be scheduled with the Client’s management. To provide timely and efficient service to all clients, there is a per-incident helpdesk time limit of one hour. If we cannot resolve an issue within this time we reserve the right to transfer the work out of help desk to an engineer. We will confirm this with the Client's management before we schedule. 3. Any helpdesk incident that is determined to be out of contract scope will be handled in accordance with the policy set forth in this contract. Additionally, if a helpdesk incident is determined to be outside the contract scope, we will confirm this with the Client before any billable work is performed, Network support Services that Advantage Networking personnel are asked to perform outside the scope of this Contract will be billed to the Client at a rate of $110.00 per hour. If an incident or project is determined to be outside the scope of this Contract, then ‘Advantage Networking will inform the Client of this as soon as reasonably possible. Such ‘support can then be purchased on a time and material basis at the rate of $110.00 per hour. If the Advantage Networking engineer determines the incident will require a third party vendor 5 resource, reasonable effort will be made to provide a timely response, but the Advantage Networking cannot be responsible for third party response time. Third party support Services and pricing will be agreed to by the Client in advance and will be billed to the Client at the third party vendor’s respective rate. All Advantage Networking support will be provided in the English language. Exclusions ‘The Services described in this Contract constitute the entire engagement. If Client requests contract support Services in addition to the Services identified in this Contract, the performance of such additional Services will require a modification to the engagement deliverables and any adjustment to the schedule and/or fees to be paid by Client. The Advantage Networking Senior Engineer can track such requests via Change Order and arrange for such Services to be rendered. The purpose and intent of this Support Contract purchased by the Client is for Advantage Networking to provide Services to the Client that maintain, support, and administer the Client's computer network. Therefore, as to not take away from the purpose and intent of this contract, specifically, tasks that are considered outside the scope of this Contract include, but are not limited to, any significant network, application version, or hardware replacement that should be construed as a project, and managed completely separate to this agreement. {As stated in the previous section, iff an incident is determined to be outside the scope of th Contract, then Advantage Networking will inform the Client of this decision as soon as reasonably possible. If the Client does not agree with Advantage Networking’s assessment that a project or task is outside the scope of this Contract, then the Client can dispute this decision under section ‘e” of the Terms and Conditions section. Examples of incidences that should be considered outside the scope of this Contract include but are not limited to: * Advantage Networking having to contract with a third party vendor resource for services that are to be delivered to the Client. * Major Network infrastructure, Major hardware replacements, or Major software migrations that, if not addressed in a separate manner from the Contract, will take away from the purpose and intent of the contract, which as stated above, is to provide services to the Client that maintain, support and administer the Clients computer network. * This Contract covers the Services to be rendered to the Client and the costs associated to those Services. The costs listed in this Contract do not include the cost of any software or licensing. It will be the Client’s responsibility to purchase any required software and licenses. Advantage Networking will not install any unlicensed software. If requested Advantage Networking will provide Client with a software quote in order to meet this requirement. ‘Additionally, support or SLA response times listed in the above section are not applicable during a natural disaster (i.e. hurricane, fire, flood, etc...) or as a result of an act of terrorism, war, labor disputes, or supply shortages. During these instances a response time of twenty four (24) to forty eight (48) hours is applicable. Client Responsibilities Advantage Networking’s performance depends upon Client providing the following: © Appoint and make available an Authorized Client Contact to work with Advantage Networking for the duration of the Contract. (This person must have authority to act on behalf of the Client.) It is not required that the Contact be present when services are rendered. Furnish Advantage Network with information and data on Client’s operations, activities, and existing systems, as reasonably required to achieve the Contract objectives. * Provide Advantage Networking with necessary security access to networking systems and Client’s facilities during the performance of Services. ‘Client will provide resources for ad-hoc tasks such as research, verification, data entry, data correction, ete as required. ‘Provide adequate workspace and power sources at each facility where Services will be performed. © If necessary, Client shall be solely responsible to contract for telecommunications facilities (data communications circuit, analog phone lines, wiring, etc.), and for the costs associated with such facilities. «Client is responsible for the integrity and consistency of all data contained within all data repositories (e.g. databases, flat files, or other entity) within the organization. This includes adherence to system data rules and the enforcement of policies governing data and information distribution, ‘© Client is responsible for purchasing and providing all licenses required to operate the systems in each of the environments. Client will be informed of the requirements by Advantage Networking. Public Records Law, Florida Statutes Chapter 119. Records subject to the provisions of Public Record Law of Florida Statutes Chapter 119, shall be kept and maintained in accordance with such statute. Manager acknowledges that records and books, not subject to exemption under Chapter 119, may be disclosed and/or produced to third parties by the Village in accordance with requests submitted under Chapter 119 or court orders without penalty or reprisal to the Village for such disclosure and/or production. Manager also agrees to assert in good faith, any relevant exemptions provided for under Chapter 119 for records in it’s possession on behalf of the Village. Furthermore, Manager agrees to comply with the provisions outlined in Section 119-0701 of the Florida Statutes, the requirement of which are by reference herein 7 Standard Working Hours This Contract covers Services performed during 8 am to 6 pm, Monday through Friday. Any work performed outside of these hours on weekdays or weekends will be billed at one and a half (1.5) times the standard rate. Any work performed outside of these hours on holidays (described below) will be charged at two (2) times the standard rate, unless other plans have been mutually agreed to by the Client and Advantage Networking, and planned at least 1 week in advance. In addition to any holiday that the Client formally recognizes, for the purpose of this Contract, Advantage Networking qualifies the following dates as holidays: New Years Day Birthday of Marin Luther King President's Day ‘Wemorial Day Tedependence Day ‘Labor Day | ‘Veterans Day Thankegiving Day ‘Christmas Oay Proposed Schedule Requests for Contract resources and schedules are managed by the Senior Engineer and will be assigned based on mutual agreement, the skill set needed for the contract, and availability of consultants possessing the required skill set. Required Signing Date: 10/1/2020 Contract Start Date 10/1/2020 Costs ‘Typeof [Fixed Fee [] Time & Material Monthly Project: Cost & Unlimited Hours of Onsite Support with Unlimited Help Desk $9,997.00 Support 119 Desktops Total (82 City — 37 Police) ‘The hourly rate for in scope work (Standard Rate) is: $110.00 ‘The hourly rate for out of scope support or work is: $110.00 ‘The hourly rate for unplanned after hours or weekend support ‘The hourly rate for unplanned Holiday support is: $220.00 ‘Advantage Networking will send the Client a monthly invoice for Services performed under this Contract, Approved person-hours incurred outside the scope of this Contract will be billed every week. All approved Advantage Networking out of pocket expenses will be reimbursed by Client in accordance with Client's policies. ‘The Term of this Contract renewal is for 3 (three) years from the proposed start date of 10/01/2020. The Village shall have the option, at its sole discretion to renew this Contract automatically for 1 (one) additional 3 (three) year term. Each year the contract is subject to a cost increase equal to the Consumer Price Index percentage increase for the current calendar year. If there is a decrease in the CPI rate then the contract rate will remain unchanged. Either ‘Advantage Networking or the Client has the right to cancel this Contract at any time by giving the other respective party ninety (90) days written notice. IN WITNESS WHEREOF, by signing below, each of the parties hereto agrees to the Terms and Conditions that are attached to this Contract and have caused this Contract to be executed by duly authorized representatives of the parties. Signatures ‘Advantage Ni tan sone Vind of Steet Sotee. 227 Name: Name: Tow Bente Title Title: ___Uill Ase Manage Date: Date:__(0-(Y- Zoro End. of, Contract Terms and Conditions: a. Time: Unless specifically stated otherwise, times quoted by Advantage Networking are only estimates, They are based lipon Advantage Networking’s knowledge and experience. Should additional time be needed, Advantage Networking wil inform the Client and proceed with additional work only upon the Client's approval. Any adcitional hours necessary to ‘complete the project wil be billed at Advantage Networking's hourly rate. Wait ime atthe Client's ste (technician's time not directly associated with the product(s) installation, i: waiting in @ lobby, avelabilty of the unit(s) associated with the installation, ete.) willbe charged to andior billed atthe existing Advantage Networking service rate », Non-Solicitation Agreement: During the term of this Agreement and for @ period of twelve (12) months following the termination of this Agreement, neither party, without the prior writen approval ofthe other party, shall incuce, sole, recruit or hice, directly or indirectly, any other the other party's part-time, fulltime, or per diem employees. ()) The parties agree thatthe scope ofthis restriction shall be limited to information technology consulting services, computer programming services, computer networking and application development services only, and shall not be interpreted to Fesviet any employee from pursuing or receiving any other type of gainful employment from the other party. (i) In the event that one party breaches the terms of this Agreement, the aggrieved party shall provide the other party CCoresching party’) with writen notice of the breach. Upon receipt of such notice, the breaching party shall have seven (7) business days thereafter to terminste the employment of the relevant employee. Provided that the breaching pay acted at all times in good faith and ina timely fashion under this paregraph, the breaching party shall have no lability arising from its breach of the non-solitation restriction inthis Section (i) In the event thet @ breaching party does not act timely under paragraph (li), above, and (a) in view of the ireparable harm and damage which would accur fo an aggrieved parly under this Section aé a result of a breach or threatened breach by the other party, and (b) in view of the lack of an adequate remedy at law to protect the aggrieved partys interests, an ‘aggreves party shal have the right to receive (without the requirement of posting a bond) the issuance of a temporary injunction enjoining the other perty from commiting any violation of the covenants set forth In tis Section. The foregoing remedy shal be in addition to, and not in limitation of any other rights or remedies to whlch an aggrieved party is or may be entitled pursuant to this Agreement or at law or in equity. €. Disclaimer: Advantage Networking shall not be held responsible for any data loss or down time during the transfer of existing data from old workstations and servers to new units or any other transfer of data. Uniess otherwise stated in this Contract, tis the Client's responsibilty to perform a complete backup. Advantage Networking shall nat be Ned responsible for any compliance issues relating to software licenses. Its the Client's responsibilty to ensure that Client's sofware is properly licensed, and that an appropriate number of licenses have been obtained for the software install on Client's ‘workstations, servers and networks. This is contingent upon Advantage Networking providing the Client with the License Requirements in writing, 4, Warranty Limitations: Advantage Networking warrants that all work wil be performed in a good nd workmanlike manner. Client acknowledges that Advantage Networking shall not be responsible in any manner, for any warranties of any nature as to the equipment / sofware sold or maintained herein, and that the only warranties availabe to the Client shal be the express and specific warranties furnished by the manufacturers of the equipment J sofware sold or maintained herein, With the exception of the warranties furnished by the manufacturers, Advantage Networking makes no warranties of representations with respect to any equipment sold or maintained herein or the performance thereof, All implied warranties, ineluding but not limited to, the implied warranties of merchantabilty and finess for a particular purpose, are hereby disclaimed. The stated warranties of the manufacturers are in leu of alllabilties or obligations of Advantage Networking for ‘damages, including, but not limited to, special, puntve, incidental or consequential damages including, But not limited to, loss of data, profits or use, whether in contract, tortor otherwise, Advantage Networking will nat be liable for any loss or damage cased by performance delays or for non-performance of replacement products or parts, Notwithstanding anything ‘above to the contrary. Advantage Networking shall be fully liable for any and all damages, costs, judgments, or setiements or other expenses whatsoever paid or incufred in connection with or arising out of any death, personal injury or damage to tangible property to the extent caused by Advantage Networking or is employees. «. Dispute resolution: |n the event of any dispute regarding either party's performance or compliance with this Contract or the respective nights and obligations of the parties, other than those for which injunctive relief is appropriate, and as a ‘condition precedent to any legal action being commenced by either party, each party shall appoint a representative who shall meet within ten (10) Business days with the representative appointed by the other party, anc such representatives shall in good faith attempt to resolve such dispute, 1. Force majeure: In the event that Advantage Networking is unable o perform any ofits obligations under this Contract due to causes bayond its reasonable control, Advantage Networking shall immediately give notice to the other party and shall do everything reasonably possible to resume performance. Upon receipt of such notice, al obligations under this Contract shail be immediately suspended for a reasonable amount of tme, If Advantage Networking cannot resume performance within a reasonable time, then Client has the right to terminate the Contract with no further lability. 10 g. Assignment: Neither party may, without the prior written consent ofthe other party, which shall assign or transfer this Contract nor any duty or obligation expressed herein. Any attempt to do so in contravention of this paragraph shall be void {and of no force and erect. h, Facilities: The Client shall provide Advantage Networking Engineers with @ designated work area in which to perform the Services described in this Contract. The designated work area shall include access to a telephone, fax, secure storage ‘space and the reasonable use of necessary equipment, atachments and communications facities. The Client shall also ‘Supply Advantage Networking Engineers with @ backup copy of all curent software and data. The Cient shall provide ‘Advantage Networking with the information and certain personnel necessary 10 perform the Services described in this Contract, i. Client responsibilities: Client is responsible for the security of its proprietary and confidential information and for maintaining information and for maintaining a procedure (e.g-; backups and restorations), external to the products, to reconstruc lost or altered files, data or programs. Client cepresents and warrants that: Client owns each product covered by this Contractor has authority from the owner to put the product under this Contract, No product will be subject to any lien, ‘secunty interest or other encumbrance, and any third party with such an interest has agreed to Client placing the product Under this Contract. j, Terms: Uniess specifically stated otherwise, Client agrees to pay Advantage Networking within thy (80) days from the {ate of invoice, Client agrees to pay to Advantage Networking as interest and late charges, an amount equal to 10% per year or the maximum allowed by law (whichever is less) for invoices that are fiteen (15) days past due. Failure by Advantage Networking to assess this charge on one occasion in no way affects Advantage Networking's right to do so on ‘another occasion. In the event of default by Client, Advantage Networking shall have the right to declare all invoice amounts, for which Services have been rendered, due and payable. Client agrees to pay all collection costs, reasonable fattomey fees, court costs, and other expenses incurred, Client agrees that in collecting past due monies, Advantage Networking may commence sult in any Court of appropriate jurisdiction within Miami Osde County, Florida and that Client will and hereby does, submit and consent to the jurisdiction of such courts, The Term ofthis Contract renewal is for 3 (three) years from the date of 10/01/2020. The Village shall have the option, at is sole discretion to renew this Contract ‘automatically for 1 (one) additional 3 (ttvee) year term, Each year the contract is subject to a cost increase equal to the ‘Consumer Price Index increase forthe current calendar year. ifthere is a decrease in the CPI rate then the contract rate will remain unchanged, Either Advantage Networking or the Client may cancel this Contract at any tme by giving the respective party ninety (80) days written notice. k, Choice of law and venue: Advantage Networking and Client agree that this Contract shall be governed by the laws of the state of Florida, and that no action may be brought by any parly against the other, except in a Court having jurisdiction ‘over the subject matter of the claim, situated in the County of Miami Dade, State of Fosida, |. Contract Validity: In case any one or more of the provisions, subsections or sentences contained in this Contract shal for any reason, be held invalid, illegal, o- unenforceable in any respec, such invalcty, illegality, or unenforceabilty shall not affect the other provisions of this Contract, and this Contract shall be construed as i such invalid, illegal, or unenforceable provision had never been contained herein. Moreover, if any one or more of the provision in this Contract shal, for any eason, be held to be excessively broad as to duretion, geographical scope, activity or subject, it shall be construed by lilting of reducing it, 80 a8 to be enforceable to the extent compatible with the applicable law as it shall then appear Disclaimer Advantage Networking, Inc. makes no representations or warranties with respect to the Contents or use of this document, and specifically disclaims any express or implied warranties of merchantability oF fitness fr any particular purpose. Further, Advantage Networking, Inc. makes no representations or warranties with respect to any third Party software, and specifcaly disclaims any express or implied warranties of merchantability or finess for any particular purpose. Trademarks _* Al third-party trademarks are property oftheir respective owner Advantage Networking, In. 3339 NW. 55" Street For Lauderdale, FL 33309 Prepared By Stephen Finizio $61-239.2625 M1 Addendum A FEDERAL BUREAU OF INVESTIGATION CRIMINAL JUSTICE INFORMATION SERVICES SECURITY ADDENDUM CERTIFICATION Thereby certify that I am familiar with the contents of (1) the Security Addendum, including its legal authority and purpose; (2) the NCIC Operating Manual; (3) the CJIS Security Policy; and (4) Title 28, Code of Federal Regulations, Part 20, and agree to be bound by their provisions. 1 recognize that criminal history record information and related data, by its very nature, is sensitive and has potential for great harm if misused. 1 acknowledge that access to criminal history record information and related data is therefore limited to the purpose(s) for which a government agency has entered into the contract incorporating this Security Addendum. I understand that misuse of the system by, among other things: accessing it without authorization; accessing it by exceeding authorization; accessing it for an improper purpose; using, isseminating or re-disseminating information received as a result of this contract for a purpose other than that envisioned by the contract, may subject me to administrative and criminal penalties. I understand that accessing the system for an appropriate purpose and then using, isseminating or re-disseminating the information received for another purpose other than execution of the contract also constitutes misuse. I further understand that the occurrence of misuse does not depend upon whether or not I receive additional compensation for such authorized activity. Such exposure for misuse includes, but is not limited to, suspension or loss of employment and prosecution for state and federal crimes, ignature of Contractor Employee Date Printed Name/Signature of Contractor Representative Date Organization 12