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HomeMy WebLinkAbout2022 09 26 Consent 301 - Agreement Extension with Eola Technology Partners, LLC • CONSENT AGENDA ITEM 301 n rmrPed CITY COMMISSION AGENDA I SEPTEMBER 26, 2022 REGULAR MEETING 1959 TITLE Agreement Extension with Eola Technology Partners, LLC. SUMMARY The City signed an agreement with Eola Technology Partners for IT support services and infrastructure management in 2018 for a 3 year period at $180,000 per year with option to renew annually until a maximum of 5 years has been met. The initial 3 year contract period ended on September 30, 2021 . The first of two annual extensions was approved in the 9/13/2021 City Commission meeting. This will be the second and last of the optional annual renewals as stipulated in the 2018 agreement. RECOMMENDATION Staff recommends Commission authorize the City Manager to extend the agreement with Eola Technology Partners, LLC for the period of 10/1/22 through 09/30/23 in the amount of$180,0000, for technical support services provided to the City. 107 MANAGED SERVICES AGREEMENT -Customer": City of Winter Springs State of Incorporation/Formation: FL "Company"; Eola Technology Partners,LLC State of Incorporation/Formation: FL "Effective Date"* Dec.1,2018 Customer's Notice Address: 1126 East State Rd 434,"'inter Springs,Fl,32708 Company's Notice Address: 1126 East State Rd 434,Winter Springs,Ft.32708 "Exhibits": Exhibit A(General Terms&Conditions) Exhibit B(Task Order) Governing Law; State of FL Countv of Seminole This Managed Services Agreement(referred to as either the"Agreement-or the"Managed Services Agreement"),dated as of the Effective Date specified above,is made and entered into by and between the Company and the Customer specified above. Company and Customer are each sometimes referred to herein individually as a-Party-and collectively as the"Parties". This Agreement consists of ibis Cover Page("Cover Page") together with all of the Exhibits specified above. This Agreement is not efTective unless and until executed by both Parties. IN WITNESS WHEREAS.the CITY OF WINTER SPRINGS piggy-backs off of the competitively solicited Managed Services Agreement through CITY OF CASSELBERRY RFP 2017-0232. WHEREOF.Company and Customer hereby agree to all terms of this Agreement effective as of the Effective Date, Fola Technology Partners,LLC., City ol"Winter Springs, a limited liability corporation a municipal corporation f /1' Signature Si9d"Tc Kevin Fraser Kevin L.Smith Preside I City Manager 1Z s// -r Date Date 108 EXHIBIT A GENERAL TERMS AND C LAgreement and Exhibits. This Exhibit A, General Terms month, or the maximum rate allowed by applicable law, and Conditions(`'General Terms and Conditions"),contains the whichever is lower. general terms and conditions governing the relationship between the parties as part of any Services ("Services") as S.Miseellgingous MguiremenlL defined in the Task Order ("Task Order") attached hereto as Exhibit B and made a pan hereof. 5.1 Direction and Supervision. All work shall be coordinated under the direction and supervision ofthc Customer's I.S.D. 2.Term. The term of this Agreement shall begin on December 1, 2018 and continue through September 30,2021 where it 5.2"ours and work location. The Services shall entail 24n may be renewed year by year.Total contract length,including help desk/technical support for the Customer including holidays all renewals shall not exceed five(5)years, upon renewal of and weekends. An on-site technician is required Monday the fourth and fifth years,the agreement must be presented to through Friday from 8 a.m.until 5p.m. Holiday and after-hours city commission for approval. on-call coverage required. Company staff is expected, while on-site,to work primarily on Customer issues and not on issues 3.Termination. The parties hereto may terminate this of other clients. Agreement as follows: (1) by mutual, written consent of the Parties,(2)by Company, if Customer fails to pay to Company 5.3Drup Testing, Bar ground Check, and CJIS: Any any payments under this Agreement when due; (3) by either technician assigned to provide any type of technical support for Party upon 90 days written notice if the other Party hereto the Customer's police department must pass a background materially breaches any term of this Agreement, and further check and drug test at Company's expense,and be(or become) provided that such breaching party shall fail to cure said breach CJIS (Criminal Justice Information Systems) certified. If not within such period; (4) by either Party hereto upon written already CJ IS certified,CJIS training and testing will need to be notice to the other Party hereto if a proceeding is brought by the coordinated through the Winter Springs Police Department. other Party in any court or under supervision of any court- Required CJIS certifications are"CJIS Security& Awareness" appointed officer under any federal or state bankruptcy, and "CJIS Limited Access". Both certifications must be reorganization,rearrangement,insolvency or debt readjustment renewed every 2 years. law,or if any such proceedings are instituted against the other Party and it fails to obtain dismissal of such proceeding within 5.4xnowledee and Exnerieggg RCguirements. Company 90 days after the same has been instituted;or(5)by either Party, technician provided to the Customer shall possess a working with or without cause, upon"days' written notice of intent to knowledge of Windows Server 2008,2012,2016,and W indows terminate to the other Party. 7,Windows 8.1,and Windows 10 environments. 5.5Regardless of the ticketing/helpdesk system used, access to Termination or expiration of this Agreement shall not release all knowledge and data created, discovered, documented, and any party hereto from any liability which has as of the date of performance metrics contained therein shall be made available such termination or expiration already accrued to the other party to or accessible by Customer ISD.Upon contract termination or hereto,nor affect in any way the survival of any right, duty or expiration, Company shall provide all knowledge and obligation of either party hereto which is expressly stated information acquired during the engagement, to the Customer elsewhere in the Agreement to survive such termination or ISD.The information must not be in a proprietary format that expiration hereof. is accessible only by the Company. The provisions of this Section and of the Sections entitled 6.1gstaflatiop To the extent that any products or materials are Warranties. Indemnification, Limitation of Liability, Non- to be installed by Company, Company shall install such solicitation and Equitable Relief shall survive any termination products or materials as specified in this Agreement or as or expiration of this Agreement. directed by the appropriate Customer staff. Installation dates are estimates only. Customer shall be responsible for 4.Compexisation. Customer shall compensate Company for preparation and maintenance of the site for such installation, e Services in accordance with the terms and payment schedule including, but not limited to, providing necessary electrical set forth on the Task Order attached hereto as Exhibit 41B." power and communication lines and proper air conditioning and Customer shall make payments to Company in accordance with humidity control. such payment schedule and within thirty(30)days after receipt of an invoice,provided that the invoice reflects the appropriate 7.WarrAnties, amount for payment and detail for Services performed or pre- 7.1 Company hereby warrants that the Services provided and approved expenses incurred. Late payments shall accrue any products or materials installed by Company shall be interest at the rate of one and one-half percent (1.501,0) per performed or installed by Company in a workmanlike manner, consistent with generally prevailing industry standards,and in 2 109 compliance with the requirements ofthis Agreement. Company warrants unto Customer that it has sufficient experience to &LUdemnification. If the Services or any of the products or properly complete the Services specified in this Agreement. materials manufactured or created by Company are proven to Company shall comply with all laws, ordinances and rules in infringe a third party's trademark, patent, copyright or other performing the Services. intellectual property right, or Company determines that any of the Services or such product,, or materials shall infringe such 7.2 COMPANY MAKES NO WARRANTIES OF ANY rights,or Customer is enjoined from using any of such products KIND, EXPRESSED OR IMPLIED ON ITS OWN or materials,or any part of same,then Company,at Company's REGARDING THE FUNCTIONALITY OF HARDWARE expense and sole option, shall (1) replace such infringing OR SOFTWARE, BUT INSTEAD RELIES ON THE Services, products or materials with non-infringing, equivalent WARRANTIES PROVIDED BY THE MANUFACTURER and conforming services,products or materials,(2)modify such OF EACH SUCH PRODUCT. infringing Services, products or materials, so such Services, products or materials become non-infringing; but continue to 7.3 EXCEPT AS STATED IN THIS AGREEMENT, provide the same type and quality of performance and services, COMPANY DOES NOT MAKE, AND HEREBY or (3) procure the right for Customer to continue using such DISCLAIMS,ALL EXPRESS OR IMPLIED WARRANTIES, infringing Services, products or materials. This Section shall INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF not apply to any products or materials manufactured or created MERCHANTABILITY, FITNESS FOR A PARTICULAR by any third party or manufactured or created by Company to PURPOSE, NONfNFRINGEMENT, INTEROPERABILITY, Customer's design or specifications. This Section shall also not AND TITLE,AND ANY WARRANTIES ARISING FROM A apply to the extent the claim of infringement is caused by COURSE OF DEALING, USAGE OR TRADE PRACTICE. Customer's intentional misuse, abuse or modification of any COMPANY DOES NOT MAKE, AND HEREBY products or materials, Customer's failure to use corrections or DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES enhancements made available by Company, or Customer's use AGAINST THIRD PARTY INTERRUPTION OR of such products or materials in combination with any INTERFERENCE WITH DATA OR NETWORKS. ALL attachments, features or devices not supplied or approved by WARRANTIES PROVIDED HERFIN ARE PERSONAL TO, Company. This Section states the entire liability of Company AND INTENDED SOLELY FOR THE BENEFIT OF and the exclusive remedy of Customer for infringements by CUSTOMER, AND DO NOT EXTEND TO ANY THIRD Services or any products or materials. PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CUSTOMER ACKNOWLEDGES For all Services performed under this Agreement, Company THAT COMPANY SHALL BEAR NO RESPONSIBILITY agrees to the fullest extent permitted by law, to indemnify and FOR THE PERFORMANCE, REPAIR OR WARRANTY OF hold harmless Customer and its employees, officers, and ANY OF CUSTOMER'S SOFTWARE OR HARDWARE attorneys against all claims, losses, damages,personal injuries PRODUCTS UNLESS OTHERWISE SET FORTH HEREIN. (including but not limited to death), or liability (including reasonable attorney's fees), directly or indirectly arising from 7.4 All warranties set forth in this Agreement shall be null and the negligent acts, errors, omissions, intentional or otherwise, void if the products or materials manufactured or created by arising out of or resulting from Company's performance of any Company are: (1) altered, modified or repaired by persons Services provided under this Agreement. other than Company or persons approved by Company, including, without limitation, the installation of any The indemnification provided above shall obligate Company to attachments, features or devices not supplied or approved by defend at its own expense or to provide for such defense,at the Company; (2) misused, abused or not operated in accordance option of Customer of all claims of liability and all suits and with specifications of Company or the manufacturers or actions of every name and description that may be brought creators of the products or materials by persons other than against Customer or its employees, officers, and attorneys Company or persons approved by Company;or(3)subjected to which may result from the Services under this Agreement improper site preparation or maintenance by persons other than whether the Services are performed by the Company or anyone Company or persons approved by Company. Company shall directly or indirectly employed by it. In all events Customer not be responsible for any malfunction, nonperformance or shall be permitted to choose legal counsel of its sole choice,the degradation of performance of any products or materials fees for which shall be reasonable and subject to and included manufactured or created by Company caused by or resulting with this indemnification. This paragraph shall survive directly or indirectly from installation by Customer, any termination of this Agreement. alteration, modification or repair that was not made by Company or persons approved by Company or any causes Insurance external to such products or materials,Such as, but not limited to, power failures and surges. Customer shall comply at all 9.1 Worker's Compenipdon. Upon the effective date of this times with all applicable specifications, laws, regulations and Agreement, Company shall provide proof of worker's ordinances relating to its use of such products or materials, To compensation insurance. The insurance shall have minimum the extent that such products or materials are manufactured or limits of coverage of$1,000,000.00 aggregate and$500,000.00 created by any third party, the warranties related to such per occurrence. products or materials come solely and exclusively fi-om such third party. 110 9.2 j'r„Qfessional iability/Malnractice and General STATUTES,TO THE COMPANY'S DUTY TO PROVIDE L1S1 ala,, Upon the effective date of this Agreement,Company PUBLIC RECORDS RELATING TO THIS shall submit proof of general liability insurance to cover claims AGREEMENT, CONTACT THE CUSTODIAN OF for professional liability/malpractice(if applicable)and general PUBLIC RECORDS, THE CITY CLERK, AT (407) liability because of bodily injury or death of any person or 327-5955, property damage arising out of this Agreement or any Services C"ITT C LE RK-13EPAR,TMENT@)WINTER SPRINGS provided. The insurance shall have minimum limits of FL.ORG,1126 EAST STATE ROAD 434,FLORIDA 3270$. coverage of $1,000,000.00 aggregate and $500.000.00 per occurrence. Company is required to and agrees to comply with public records laws_ Company shall keep and maintain all public 9,3 This paragraph shall apply to Sections 9.1 and 9.2. The records required by the Customer to perform the services as insurance required by this Article shall include the liability and agreed to herein. Company shall provide the Customer, upon coverage provided, or as required by law, whichever request from the Customer Clerk, copies of the requested requirements afford greater coverage. All of the policies of records or allow the records to be inspected or copied within a insurance so required to be purchased and maintained for the reasonable time at a cost that does not exceed the cost provided certificates(or other evidence thereof)shall contain a provision by law. Company shall ensure that public records that are or endorsement that the coverage afforded will not be canceled, exempt or confidential and exempt from public records materially changed or renewal refused until at least thirty(30) disclosure requirements are not disclosed except as authorized days' prior written notice has been given to Customer and by law for the duration of the Agreement term. Upon Company by certified mail, return receipt requested. All such completion of the Agreement. Company shall transfer to the insurance shall remain in effect throughout the full term of this Customer, at no cost, all public records in possession of the Agreement, and any extensions thereof. Unless agreed to by Company, provided the transfer is requested in writing by the Customer to the contrary, Customer shall be named on the Customer Clerk. Upon such transfer, Company shall destroy insurance policies as "additional insured," except for any duplicate public records that are exempt or confidential and professional liability/malpractice coverage. Company shall exempt from public records disclosure requirements.However, cause its insurance carriers to furnish insurance certificates if the Customer Clerk does not request that the public records specifying the types and amounts of coverage in effect, the be transferred, the Company shall continue to keep and expiration dates of such policies, and a statement that no maintain the public records upon completion of the Agreement insurance under such policies will be canceled without thirty and shall meet all applicable requirements for retaining public (30) days'prior written notice to Customer in compliance with records. All records stored electronically must be provided to other provisions of this Agreement. For all Services performed the Customer, upon request from the Customer Clerk, in a under this Agreement, Company shall continuously maintain format that is compatible with the information technology such insurance in the amounts,type,and quality as required by systems of the Customer. Should the Customer not possess Sections 9.1, 9 2, and 9.3. If Company fails to maintain said public records relating to this Agreement which are requested insurance, Customer, at its option,may elect to terminate this to be inspected or copied by the Customer or any other person, Agreement by written notice to Company. the Customer shall immediately notify Company of the request and the Company shall then provide such records to the I O.Public Records. Pursuant to Section 119.0701, Florida Customer or allow the records to be inspected or copied within Statutes and other applicable public records laws, Company a reasonable time. If the Company does not comply with a agrees that any records, documents, transactions, writings, public records request,the Customer may enforce this Section papers, letters, computerized information and programs,maps. to the extent permitted by law, Company acknowledges that if books,audio or video tapes,films,photographs,data processing the Company does not provide the public records to the software, writings or other material(s), regardless of the Customer within a reasonable time, the Company may be physical form, characteristics, or means of transmission, of subject to penalties under Section 119.10,Florida Statutes, The Company related,directly or indirectly,to the services provided Company acknowledges that if a civil action is filed against the to the Customer under this Agreement and made or received Company to compel production ofpublic records relating to this pursuant to law or ordinance or in connection with the Agreement, the court may assess and award against Company transaction of official business by the Customer, may be the reasonable costs of enforcement, including reasonable deemed to be a public record, whether in the possession or attorney fees. All public records in connection with this control of the Customer or the Company. Said records, Agreement shall, at any and all reasonable times during the documents,transactions, writings,papers,letters,computerized normal business hours of the Company, be open and freely information and programs, maps, books, audio or video tapes, exhibited to the Customer for the purpose of examination,audit, films,photographs, data processing software, writings or other or otherwise. Failure by Company to grant such public access material(s), regardless of the physical form,characteristics, or and comply with public records laws and/or requests shall be means of transmission of Company are subject to the provisions grounds for immediate unilateral cancellation of this of Chapter 119, Florida Statutes, and may not be destroyed Agreement by the Customer upon delivery of a written notice without the specific written approval of the Customer's of cancellation. If the Company fails to comply with this designated custodian of public records. Section, and the Customer must enforce this Section, or the Customer suffers a third party award of attorney's fees and/or IF THE COMPANY HAS QUESTIONS REGARDING damages for violating Chapter 119, Florida Statutes, due to THE APPLICATION OF CHAFFER 119, FLORIDA Company's failure to comply with this Section, the Customer 4 111 shall collect from Company prevailing party attorney's fees and anticipated duration of the delay) within ten (10) days of the costs,and any damages incurred by the Customer,for enforcing occurrence of Force Majeure event. this Section against Company. And,ifapplicable,the Customer shall also be entitled to reimbursement of all attorneys'fees and 16.Motifficaflon or Waiver. The parties hereto may, by damages which the Customer had to pay a third party because mutual agreement,amend any provision of this Agreement,and of the Company's failure to comply with this Section. The any party hereto may grant consent or waive any right to which terms and conditions set forth in this Section shall survive the it is entitled under this Agreement, provided that each such termination of this Agreement. amendment, consent or waiver shall be in writing. No failure or delay by either party in exercising any right,power or remedy I].Non-Solicitation, During the term of any Service with respect to any of its rights hereunder shall operate as a Agreement,and for a period of 12 months thereafter,each Party waiver thereof. agrees not to, directly or indirectly, solicit, recruit or employ any employee of either Party without the prior written consent 17. Promotion,Company may, in its public advertising and of the other, promotional materials, reference Customer and the services provided to Customer, subject to Customer's prior approval of 12.Notices All notices, demands and communications said promotional materials, which approval shall not be required or permitted in connection with this Agreement shall unreasonably withheld. be in writing and shall be deemed effectively given in all respects upon personal delivery or, if mailed, by registered or certified mail, postage prepaid,return receipt requested, of by This Agreement shall be construed and enforced in accordance overnight courier,the receipt of which is confirmed,addressed with the laws of the State of Florida. The parties further agree to the party hereto at the address set forth on the Cover Page of that in any dispute between them relating to this Agreement, this Agreement (or such other address for a party as shall exclusive jurisdiction shall be in the courts located in Seminole hereafter be specified by like notice). Either party hereto may County, Florida for any state court action and Orlando, Florida from time to time change its notification address by giving the for any federal court action,any objections as to jurisdiction or other party hereto prior written notice of the new address and venue in such courts being expressly waived. the effective date thereof. 19,SevernbWLX. In the event that any provision of this 13,11eigtionsWn of the Parties. Company is an independent Agreement, or any word, phrase, clause, sentence or other contractor of Customer. Neither Party shall be the employee or provision thereof,should be held to be unenforceable or invalid agent of the other. Regarding all Services performed, it is for any reason, such provision or portion thereof shall be specifically understood and agreed between the parties that the modified or deleted in such a manner so as to make this contractual relationship between Customer and Company is Agreement as modified legal and enforceable to the fullest such that Company is an independent contractor and not an extent permitted under applicable laws, agent or employee of Customer. Nothing in this Agreement shall be interpreted to establish any relationship,other than that 20.Travel time and expenses. The Customer shall not Pay of an independent contractor,between Customer and Company, Company for travel time. oild/lodging.or mileage expenses for during or after performing the Services. Company shall be ComRanv employees. solely responsible for providing the Services authorized 2].Entire Agreement. This Agreement and any attachments pursuant to this Agreement. thereto constitute the entire agreement between the parties with II.Successors and Assign . This Agreement shall benefit and respect to the subject matter hereof and supersedes all prior be binding upon the parties hereto and their respective agreements, purchase orders, understandings and negotiations, successors and assigns. Unless otherwise specifically required whether oral or written,between the parties with respect to such by this Agreement,Company shall not assign,sublet or transfer subject matter. any rights or Services under or interest in this Agreement without the written consent of Customer, except if any 22,Countergarts,This Agreement may be executed in multiple li igna assignment,sublet,or transfer is mandated by law or the effect counterparts,each of which shall be deemed to be an original, of this limitation may be restricted by law. Unless specifically but all of which shall constitute one and the same instrument. stated to the contrary in any written consent to any assignment, no assignment will release or discharge the assignor from any 23,Soyereign Immunity. The Customer intends to avail itself duty or responsibility under this Agreement. Further,Company of the benefits of Section 768.28,Florida Statutes and any other shall subcontract no portion or all portions of the Services statutes and common law governing sovereign immunity to the without the written consent of Customer fullest extent possible. Neither this provision nor any other provision of this Agreement shall be construed as a waiver of 15.Foree N[Aeure. Any delay or failure of a Party to perform the Customer's right to sovereign immunity under Section its obliaations will be excused if and to the extent that it was 768.28, Florida Statutes, or other limitations imposed on the caused by an event or occurrence beyond such Party's Customer's potential liability tinder state or federal law. reasonable control and without its fault or negligence ("Force Company agrees that Customer shall not be liable under this Majeure"). A party claiming Force Majeure must provide the Agreement for punitive damages or interest for the period other Party with written notice of such delay (including the 5 112 before judgment. Further, Customer shall not be liable for any claim Or judgment, or portion thereof, to any one person for over two hundred thousand dollars($200,000.00),or any claim or judgment. or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds three hundred thousand dollars($300,000,00). Nothing in this Agreement is intended to inure to the bencfit of any third party for the purpose of allowing any claim which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall survive termination of this Agreement. [Remainder of page intentionally blanA] 113 EXHIBIT Task Order#I This Task Order 9 1 serves to outline the scope of work between Eola Technology Partners,LLC('*Company')and City of Winter Springs("Customer")pursuant to the terms and conditions of the Managed Services Agreement(the"Agreement")between Company and Customer effective on December 1,2018. This Task Order further defines the expectations and commitments between Company and Customer for a specific managed services engagement, as set forth below. Company shall provide the following Services as set forth below (collectively, the "Services") in accordance with the time line, if any, set forth herein. All defined terms used in this Task Order and not otherwise defined herein will have the same meaning as in the Agreement. In the event the terms and conditions stated within this addendum conflict with the terms and conditions stated within the Agreement,the terms and conditions stated within the Agreement shall have precedence over the terms and conditions stated in this addendum. Contract Periodrrimeline The Initial Term shall be from December 1,2018 through September 30,2021 Services Covered("Services") Managed IT services for the City of Winter Springs Services Covered • Work Order/Service Order Ticketing System • Helpdesk support;including remote access and/or monitoring services • After-hours support • Emergency response support • Operating System/Application upgrades • Diagnostics,repair and/or replacement of hardware;including working with manufacturer.,,and/or third party venders to ensure eligible equipment is repaired under valid warranties and/or existing contracts • Develop and maintain documentation of both physical and logical networks, services and service applications • Software-license tracking and reporting • Implement and maintain anti-virus,anti-inalware,anti-spyware,and/or comprehensive security solutions for all servers,desktops,laptops and/or City issued mobile devices • Implement and maintain data backup and file recovery • Implement and maintain email archiving and e-discovery solution for existing Microsoft Exchange email system • Implement and maintain a disaster recovery and/or off-site back-up solution • Assist the IT Coordinator with the implementation and maintenance of an IT strategic plan Services to sMcifically be 1rO-vided • All work shall be conducted under the general direction of the Customer's Information Services Department. • Company shall provide 24/7 helpdesk/technical support including nights, weekends, and holidays for all hardware (including connected peripherals) and software used by the City of Winter Springs including deployment, testing, upgrades- patching, imaging, problem identification and resolution, monitoring, management, maintenance, and inventory. Company must also support other devices that may not be directly connected to computers such as security cameras, stand-alone copiers, scanners, fax machines, multi- function devices; support includes contacting other vendors for repair of equipment/sollware. • Company shall provide I on-site technician Monday thru Friday during normal business hours (8am to 5pm) March 26, 2018 through September 30 2018.The hours required for an on-site technician during normal business hours may be reduced after the trial period and will be determined in the evaluation in mid September. 114 Expected Level of Service Priority levels to manaize the level of-service: Priority I (I hr response) • Affects more than five(5) individuals; or is mission critical and there is no workaround available. • Ex:E-Mail services are non-functional, network outage,etc. Priority 2(4 hr response) • AtTects one to five(5)individuals,no work around available, • Ex:Computer is out of service Prioritv 3(12 hr response) • Affects fewer than five people.work,around available. • Ex:Printer is out of service but another printer is available. Priority 4 (24 hr response) • No effect on productivity or unsupported software • Ex:A monitor flickers every now and then The above list/samples are not meant to be an all-encompassing list of every situation but are just a guideline. For issues not listed,and dependent upon 3rd party providers,i.e, Camera System support, etc., the Company shall communicate with the City's IT Coordinator to discuss and set the appropriate priority level for such cases. Fees/Pricing The fees/pricing for Services during the initial term shall be as follows: Year 1:515,000 per nionth,not exceeding$180.000 per fiscal year Year 2:515,000 per month,not exceeding $180,000 per fiscal year Year 3: S15,000 per month,not exceeding$180,000 per fiscal year Payment Terms and Schedule Payment for al I invoices are net 30 days from the date of the invoice to avoid late charges. Customer will pay interest at the rate of one and a half(1.5)percent per month or the legally permissible rate,if lower.on all unpaid,overdue invoices. [Remainder qfpage intentionally blank] ii 115 SECOND ADDENDUM TO MANAGED SERVICES AGREEMENT THIS SECOND ADDENDUM TO MANAGED SERVICES AGREEMENT("Addendum") is made and entered into this day of , 2022, by and between the CITY OF WINTER SPRINGS, FLORIDA, a Florida Municipal Corporation, located at 1126 E. State Road 434, Winter Springs, Florida 32708 ("City") and EOLA TECHNOLOGY PARTNERS, LLC., a Florida Corporation, located at 3670 Maguire Blvd Suite 250, Florida 32803 ("Contractor"). WITNESSETH: WHEREAS, Contractor and City previously entered into that certain Managed Services Agreement, effective December 1, 2018; and WHEREAS,Contractor and City desire to extend the term of the Agreement an additional one (1) year; and WHEREAS, the parties desire to enter this SECOND Addendum to utilize the Agreements last of two annual renewal options to extend agreement and services of three (3) year term more specifically provided herein. NOW THEREFORE, in consideration of the mutual covenants, agreements, and consideration contained herein, the City and Contractor agree as hereinafter set forth: 1.0 Recitals. The foregoing recitals are true and accurate and are incorporated herein by this reference. 2.0 Renewal of Term. 2.1 Pursuant to Paragraph 2 of the Agreement, the City and Contractor hereby agree that the Agreement shall be extended for an additional one (1) year term, commencing on October 1, 2022 and terminating on SECOND Addendum to Managed Services Agreement City of Winter Springs/Eola Technology Partners,LLC. Page 1 of 2 116 September 30, 2023, unless sooner terminated in accordance with the terms and conditions set forth in the Agreement. 3.0 Other Provisions. All other provisions of the Agreement not amended hereunder shall remain in full force and effect. IN WITNESS WHEREOF,the parties cause this SECOND Addendum to be executed and attested to by their respective authorized officials. ATTEST: CITY OF WINTER SPRINGS,FLORIDA: By: Christian Gowan,City Clerk ,Mayor Date: CORPORATE SEAL: CONTRACTOR: EOLA TECHNOLOGY PARTNERS,LLC. By: Print Name/Title: SECOND Addendum to Managed Services Agreement City of Winter Springs/Eola Technology Partners,LLC. Page 2 of 2 117