Backup Documents 11/12/2013 Item #16E12 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO E
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Routed by Purchasing Department to' Office Initials Date
_ the Following Addressee(s) (In routing order)
1. Risk Management Risk
2. County Attorney Office County Attorney Office :3(cc c'tYlf
3. BCC Office Board of County °"`ot (o N by
Commissioners _ -1 DA 13\v3,i3
4. Minutes and Records Clerk of Court's Office �Y PI L 3
5. Return to Purchasing Department Purchasing
Contact: Diana DeLeon
PRIMARY CONTACT INFORMATION
Name of Primary Diana DeLeon for Rhonda Cummings, Phone Number 252-8375
Purchasing Staff November 13,2013
Contact and Date
Agenda Date Item was November 2i;,2013✓ Agenda Item Number 16.E.12,/
Approved by the BCC is
Type of Document Contract Amendment Number of Original 2
Attached Documents Attached
PO number or account N/A Solicitation/Contract 11-5649 CS Stars
number if document is NumberNendor Name
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? DD
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed I k
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD
signature and initials are required.
7. In most cases(some contracts are an exception),an electronic copy of the document and DD
this routing slip should be provided to the County Attorney's Office before the item is
input into SIRE.
8. The document was approved by the BCC on the date above and all changes made DD
during the meeting have been incorporated in the attached document. The County
Attorney's Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the
BCC, all changes directed by the BCC have been made,and the document is ready for
Chairman's signature.
16E12
MEMORANDUM
Date: December 13, 2013
To: Diana De Leon, Contracts Technician
Purchasing Department
From: Teresa Cannon, Deputy Clerk
Minutes & Records Department
Re: Contract #11-5649 - Amendment
Contractor: CS Stars
Attached is an original copy of the contract referenced above, (Item # 16E12)
approved by the Board of County Commissioners on November 12, 2013.
The second original will be held on file in the Minutes and Records Department for
the Board's Official Record.
If you have any questions, please contact me at 252-8411.
Thank you.
Attachment
16E12
ColliMarian
From: Kanka-Matoka, Jill Ukanka-matoka @csstars.com]
Sent: Friday, November 22, 2013 4:25 PM
To: ColliMarian; DeLeonDiana
Cc: Ward, Jason
Subject: RE: Contract Amendment#11-5649-NS
Attachments: Collier County_Authorization from A vonFerstel.pdf
Dianna and Marian,
Attached please find an authorization from Alexandra von Ferstel confirming that Chris Oddy has the authority to sign
contract documents on behalf of CS STARS. Feel free to call me at 312-683-7942 if you require any additional
documentation to countersign the renewal documents on behalf of Collier County.
Kind regards,
Jill
From: ColliMarian [mailto:MarianColli@colliergov.net]
Sent: Friday, November 22, 2013 10:41 AM
To: DeLeonDiana; Kanka-Matoka, Jill
Cc: Ward, Jason
Subject: RE: Contract Amendment #11-5649-NS
Or, one of the principals listed on Sunbiz.org can authorize the signature of Chris Oddy (who already signed the
contract).
Mcw%auvvR. CoIU'
Advanced Certified Paralegal
Collier County Attorney's Office
3299 East Tamiami Trail, Suite 800
Naples, Florida 34112
(239)252-8400 -Telephone
(239)252-6300—Facsimile
mariancolli@colliergov.net
i,,`d:or Florida Law,a-mail addres.es are public records,if you do not want your eiimail address released in response to a public records request,do
of send t'iactronic mail to this entity.Instead,contact this office by telephone or in writing,
From: DeLeonDiana
Sent: Friday, November 22, 2013 11:38 AM
To: Kanka-Matoka, Jill
Cc: Ward, Jason; ColliMarian
Subject: RE: Contract Amendment #11-5649-NS
Jill,
Our County Attorney's office would like to know it is possible to have one of the listed principals on Sunbiz.org sign the
agreement. I've attached the page for your convenience.
1
Thanks, 16 E 12
Diana. Deleon, CPP'B
Contract Technician
Collier County BCC; Purchasing Dept.
3327 E.Tamiami Trail
Naples, FL 34112
(239)252-8375;(239)252-6597 Fax
From: Kanka-Matoka, Jill [mailto:jkanka-matoka@ csstars.com]
Sent: Wednesday, November 20, 2013 6:28 PM
To: DeLeonDiana
Cc: Ward, Jason
Subject: Contract Amendment #11-5649-NS
Diane,
Thank you for your time last week to discuss the outstanding renewal amendment (#11-5649-NS) and related Statement
of Work#5 between CS STARS and Collier County. As discussed, CS STARS's contract documents are generally signed by
either our current President, Paul Marushka, or our current Chief Financial Officer, Chris Oddy.
Attached please find a letter from Mr. Marushka confirming that Mr. Oddy has the authority to sign contract documents
on behalf of CS STARS. As Mr. Marushka was appointed to his position in May 2013, he was not identified in CS STARS's
January 2013 filing with the Florida Secretary of State.
We hope that with this authorization the County will have the ability to countersign the outstanding contract renewal
documents. If you require any additional information,feel free to call me at 312-683-7942.
Kind regards,
Jill Kanka-Matoka
Kanka-Matoka 1 Senior ;orr€rac€s Specialist Legal
f STARS t....Cc 540 West Madison Street.t.Sae 1200 Chicago, 60061
ph:ste.(312)683-7942 ! fax:(312)0270172
ern ail:ikanka-matokater7csstars.com
' STARS ) F 15K NOTHING'
• STARS recommends that you do not submit any personally identifiable ul: information to CS STARS via a r ii CS STARS? ;RS is not responsible for the interception
of:my information which may occur over any network outside of the control of CS STAR.including the Internet CS STARS invites you to review its privacy
so tement here.(http://www.csstars.com/company/privacy statement.aspx)
Florida law,e-mail addresses are public records If you tin not want your e-mail address released in response to a...bltc records request,do not send
e ctrnnic Snail to this entity.Instead,contact this office by tele ho:re of in writing.
STARS recommends that you do not submit any personally identifiable information to CS STARS via e-mail CS STARS is not responsible for the interception
• information which may occur over any network outside of the control el CS STARS,including the Internet CS STARS invites you to review its privacy
st,:i�tement here.(http://www.esstars.com/company/privacy statement_aspx)
2
16E12
E
C
C S STARS
540 0 West Madison Street
Suite 1200
Chicago, IL 60661
www.csstars.com
22 November 2013
Collier County
To whom it may concern:
This letter confirms that Chris Oddy is the Chief Financial Officer for CS STARS LLC ("CS
STARS") and is authorized to sign all contract documents on behalf of CS STARS relating to
the licensing of CS STARS's proprietary software product(s) and related services.
rely, /
exandra von F- ste
Chief Counsel
16E12
EXHIBIT A-2 Contract Amendment#11-5649-NS
"Risk Management Info Systems Software Services"
This amendment, dated A)tjj ( , 20 i 3 to the referenced agreement shall be by and between the
parties to the original Agreement, CS STARS LLC(to be referred to as"Licensor")and Collier County,
Florida, (to be referred to as"Client").
Statement of Understanding
RE: Contract #11-5649-NS —"Risk Management Info Systems Software Services", the Software License
and Services Agreement entered into between the parties as of November 24, 2008 (the"Agreement")
In order to continue the services provided for in the original Agreement document referenced above,
Licensor agrees to amend the Agreement as follows:
1. Add the Licensor's Statement of Work #5 Authorization Exhibit "A2-A" attached to this Amendment
and incorporated herein by reference. Licensor agrees that this amends the original Agreement and that
Licensor agrees to complete said services in the amount of One Hundred Twenty Thousand Dollars
($120,000.00)annually as per Exhibit"A2-A"also referred to as the Statement of Work#5.
2. Delete Section 6(a)Term and Termination; Migration and replace with the following:
The parties hereby agree to renew the Agreement as amended through November 23, 2016. This
Agreement may be renewed for one (1) additional two (2) year term ("Renewal Term") upon mutual
agreement by the parties in writing;provided,however that Client:
(i) is not in breach of the agreement and is current on all amounts due Licensor under the Agreement.
(ii) gives Licensor written notice of Client's intention to renew at least thirty (30) days prior to the
expiration of the then current term; and
iii) acknowledges and agrees that: (1) such Renewal Term will be at rates mutually agreed upon by the
parties in writing and Client will also be responsible for all Fees and expenses associated with any
additional Services agreed upon in writing between by the parties; (2) the Licensed Software available to
Client and supported by Licensor during the Renewal Term may be a different version or release than as
available and supported during the Initial Term.
3.Add the following language to Section 6 (b)Termination:
Termination for Convenience:
The Client may terminate this Agreement for convenience with a ninety (90) day written notice. In the
event that the Client terminates this Agreement, Licensor's recovery against the Client for such
termination shall be limited to that portion of the Contract Amount earned through the date of
termination. Licensor shall not be entitled to any other or further fees against the Client, including, but not
limited to, any anticipated profit on portions of the services not performed.
4.Add the following language to Section 4(a)Fees and Payments:
With respect to the type of Licensed Software licensed during the renewal period, Client will also be
responsible for all other applicable fees and expenses associated with any additional licenses and services
agreed upon, in writing, between the parties.
Ar
16E12 2
5. Third Party Access. Clause (iii) of Section 2 (d) shall be deleted in its entirety and replaced by
the following:
(iii) no Service Provider shall have any right to access, display or use the Licensed Technology unless the
Service Provider has agreed in writing in advance to be bound by Third-Party Licensee Agreement
acceptable to Licensor.
6. Notices: The parties' addresses in Section 14(b) General, are deleted in their entirety and replaced by
the following:
If to Licensor:
CS STARS LLC
Attn: President
540 West Madison Street
Chicago,IL 60661
Facsimile: (312)627-6127
With a copy to:
CS STARS LLC
Attn: Corporate Counsel
540 West Madison Street
Chicago, IL 60661
Facsimile: (312)627-6172
If to Client:
Collier County Government
Atten: Jeff Walker
3311 Tamiami Trail East,Building D
Naples,FL 34112
Phone: (239)252-8906
Facsimile: (239)252-8048
7. No Modification. The language in Section 14 (k) shall be deleted in entirety and replaced by the
following:
The Agreement, as herein amended, is the complete statement of the agreement of the parties with respect
to the subject matter of this Agreement and supersedes all prior oral and written agreements, including,
without limitation, any prior, concurrent or subsequent purchase orders or like documentation issued by
Client, with respect to the subject matter hereof. Except as expressly modified in this renewal, the
Agreement remains unchanged and in full force and effect. All other provisions of the Agreement will
remain in full force and effect; provided, however, that in the event of conflict between the Agreement
and this renewal,the terms of this renewal shall be controlling.
•
16E12
IN WITNESS WHEREOF,the Licensor and the Client have each,respectively,by an authorized person
or agent,have executed this Amendment on the date(s)indicated below.
Accepted: , 20_
CLIENT:
Attest: BOARD 0 COUNTY COMMISSIONERS
`:r,., OF COL I ' OUNTY, FLO' 1D A
Dwight E.Brock, Clerk of Courts
- C"-C3 -4'L-b-1A- By:
Date: ii Georgia A. Hiller, Esq., Chairwoman
rman's
tlatur only.
Licensor First Witness LICENSOR:
I,, CS STARS LLC
By: C --CCU-----
A rA 6a.11r 4v✓ By: C>9
Print Name
X4_1.s oflP--1 1 Cho
Print Name and Title
Licensor Second Witness
i
By: ;_
„r- a) 1
Print Name
Approved as to form and legality:
WC—CIL1711PYL
Name and Title of Attorney,
Item# 11JG19"..
Agenda ( t 1 1 a,I t�
Date
Date iZ I t31,
Rec'd
()13-C1/4-AeW\V/t--___
Deputy Clerk
EXHIBIT A2 — A
C S TA R 16E12 2
STATEMENT OF WORK #5
FOR COLLIER COUNTY BOARD OF
COUNTY COMMISSIONERS
NOVEMBER 24, 2013
This document and any recommendations, analysis, or advice provided by CS STARS herein
(collectively, the "Information") are intended solely for the entity identified as the recipient herein
("you"). This document contains proprietary, confidential information of CS STARS and may not be
shared with any third party, including any insurance producer, without CS STARS's prior written consent
or as otherwise authorized by CS STARS.Confidentiality of information contained in this agreement is
subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat, and the Florida
Sunshine Law, Chapter 286, Fla. Stat. Any statements concerning legal matters are not to be relied
upon as legal advice, for which you should consult your own professional advisors. Any modeling,
analytics or projections are subject to inherent uncertainty, and the Information could be materially
affected if any underlying assumptions, conditions, information, or factors are inaccurate or incomplete
or should change. Except as may be expressly set forth in the Agreement, CS STARS makes no
representation or warranty in or with respect to this document, shall have no obligation to update the
Information and shall have no liability to you or any other party with regard to the Information.
C.)
16
E12
Cs STARS
Statement of Work #5 for STARS Software
This Statement of Work#5("Statement of Work")describes services to be performed by CS STARS LLC("CS
STARS")for Collier County Board of County Commissioners("Client"). This Statement of Work is subject to all
the terms and conditions of the Software License and Services Agreement entered into by the parties on
November 24,2008(as amended,the"Agreement").
This Statement of Work is effective on November 24,2013(the"SOW#5 Effective Date")and will remain in
effect through November 23,2016, unless terminated sooner in accordance with the Agreement.
Any capitalized terms not defined in this Statement of Work shall have the same definitions as set forth in the
Agreement.
1. Maintenance Services and Support: Ongoing software maintenance and related support
2. Price and Payment Schedule: Cost breakout for project products and ongoing services
3. Statement of Work Approval
4. Appendices and Additional Approvals: Additional details that apply to information
contained in this Statement of Work
1 . Maintenance Services and Support
The following describes the services included for the ongoing maintenance of this account.
CS STARS will license the following software to Client in accordance the terms and conditions of the
Agreement:
A. Software Product Licenses and Maintenance
Core Software Deliverables Description
{ STARSTm Enterprise Claims ik 11 named User licenses
and Risk 4 50 lite User licenses
STARSTm Enterprise Edition
Business Intelligence I I 5 named User licenses
Reporting
Upgrades L Any Upgrades to the STARSTM Software for the Edition
licensed under the Agreement that are generally released
during the term of this Statement of Work.
Page 2 of 7
16E12
CS STARS
B. Advanced Features and Universal Solutions
This section provides details about advanced system features included in this Statement of Work.
Deliverable Description
Maintenance of Advanced Maintenance services related to Advanced Features and
Features and Universal Solutions Universal Solutions included in attached Project Scope and
Deliverables section will be applied against the Client Support
Hours. If set Client Support Hours are depleted, additional
Client Support Hours will be charged as incurred.
Advanced Features Used: Maintenance services related to Advanced Features will be
applied against the Client Support Hours. If set Client
• Interview Entry Support Hours are depleted, additional Client Support Hours
will be charged as incurred.
• Customs Letters
• Events and Validations
• Generic Lookups
Universal Solutions Used: Maintenance services related to Universal Solutions will be
applied against the Client Support Hours. If set Client
•
HR Import Tool Support Hours are depleted, additional Client Support Hours
, will be charged as incurred.
• Contact Import
C. Technical Services
Deliverable Description What's Included in this Deliverable
ASP Setup Client Data will be lk 30 gigabytes for storage of data and file
hosted on CS attachments.
STARS's servers 11 Additional storage can be purchased at a
during the term of rate of$1000 per gigabyte of storage.
{ this Statement of 4 Backups of Database one time nightly
Work. 11 Standard Audit/Monitoring feature is not
enabled in STARSTM'
11 Client requested Data Recovery Services
can be purchased at$250 per hour.
11 Client is responsible for allowing appropriate
firewall access to STARSTM ASP
environment.
Installation, maintenance,tuning,administration or enhancement of Client system environment, networks,
servers,or other equipment is not included this Statement of Work.
Client is responsible for complying with the minimum technical requirements as provided in the Hardware
and Software Documentation.
Page3of7
G
16Ei
CS STARS
D. Scheduled Data Processing Services
Fees charged by data providers for the transmittal of data to CS STARS are not included in this
Statement of Work and shall be payable by Client directly to such data providers.
77
Standard Data Processing: The CS STARS standard turnaround time for non-daily and non-weekly scheduled
claim and transaction data processing is three(3)business days from the time that CS STARS Data Operations
Center confirms that incoming data is in the expected data layout,balances to control totals,and passes basic
quality checks performed by CS STARS. Data processing will take place during CS STARS's normal business
hours. Unless specifically stated otherwise,the Scheduled Data Processing Services deliverable relates only to
loading data into the Licensed Software,but not any extracts of such data.
Data Processing
Data Source Components Frequency Details
Johns Eastern ►5 Claims i ❑ Annually Standard Data Processing
❑ Transactions ❑ Semi-Annually
❑ Notes/Comments ❑ Quarterly
❑ Diaries/Tasks i Z Monthly
Contacts/Vendors ❑ Bi-Weekly
❑ OSHA Data i ❑ Weekly
❑ Policy Data
❑ Once Daily
❑ Location Data ❑ Other:
• Values Data
❑ Other;
For additional details regarding Scheduled Data Processing Services, please see Data Conversion and
Scheduled Data Processing Services Appendix.
E . Ongoing Training
Travel for ongoing training will be billed as incurred unless included in Ongoing Services and Travel section.
Deliverable Description What's Included in this Deliverable
Instructor Led Live instructor led training for 1 day(8 hours maximum per day)
Training groups of Client users. of onsite instructor led training for
i up to 15 colleagues per year at
Client's Naples, FL location or at a
CS STARS's training facility.
k Configuration of standard training
materials
Page 4 of 7
,
_
C R 12 STA
F. Ongoing Services and Travel
Deliverable What's Included in Deliverable
Client Support,Account t Package of 125 annual Client Support Hours is included
Management and Consulting in this Statement of Work. Client may pre-purchase
Services additional Client Support Hours packages in advance of
the complete erosion of any package at the same rate
that Client is charged for such Client Support Hours in
the initial package.
I Additional Support Hours purchased by Client after all
Client Support Hours have been eroded will be billed at
$250 per hour.
Support is offered during CS STARS normal business
hours.
j I Customer support, account management and consulting
services solely related to maintenance and ongoing use
(but not implementation) of the Software described in this
Statement of Work. Examples include, but are not limited
to, service time spent on: User assistance with features,
troubleshooting, testing, issues management,
stewardship meetings, account management, report
configuration, data reconciliation, changes to existing
workflows or system setup; changes to data conversions
or changes to reports; technical assistance, creation of
events and validations, maintenance of custom reports,
status calls, meetings and Documentation.
Work Orders t Work orders may be created by CS STARS and Client for
Client-requested additional Services (excluding
implementation services) not included in this Statement
of Work that will erode Client Support Hours. CS STARS
will provide an estimate of the Client Support Hours
required for the additional Services. A sample of the
information required for a Work Order can be found in the
Work Order Appendix to this Statement of Work.
Ongoing Travel Travel may be required for Services including, but not
limited to, training, working meetings, stewardship
meetings, project meetings, and technical services
required for Upgrades or installations.
t 2 trips for 2 team members for up to$750 per person are
included. Additional travel will be billed as incurred.
Travel expenses will be billed in accordance Section
112.061, Florida Statutes.
Page 5 of 7
1h12
S STARS
2. Pricing and Invoice Schedule
See Financial Appendix for additional billing details. Fees do not include applicable taxes. All fees are subject
to U.S. State Sales Tax,where applicable.
1 Fee Description i Amount Payment Schedule
Annual Fee $120,000 _,__________ Billed quarterly being with
( the SOW#5 Effective
Date.
3. Statement of Work Approval
This offer will expire on December 31,2013.
IN WITNESS WHEREOF,the undersigned have duly executed this Statement of Work,or have
caused this Statement of Work to be duly executed on their behalf as of the SOW#5 Effective Date.
CS STARS LLC Collier •unty Board o•County Commissioners
Name e.4.14t s °`�c),--i Geo gia °. ill= ,Es•.,Chairwoman
Signature - Signat719'
C..-Po
Title Title
I I - l2 — 2ot 3
Date Date
ATTEST:
DW - T E. BROCK, Clerk:
ft, ''''' ' ' er.kxuayi
Item#
E13. Attest as#o Ckta'rrma 's
c!„M-ttl;¢only.
Agenda ,�\v2,11 v s to form and lity Date lb
Date 1L ‘I (5 (Y I / /
Recd I Assistant County Atto
ty ey
Deputy Clerk
Page 6 of 7
16E1 ?
s STARS
Billing and Payment Details Appendix
Main Client Business Contact Information
[ Business Contact Name Jeff Walker
Business Contact Title Director, Risk Management
Business Contact Address 3311 Tamiami Trail East II Naples, FL 34112
Business Contact Phone 239-252-8906
Business Contact Email Address JeffWalker @colliergov.net
Client Billing Information
Billing Contact Name Jeff Walker
Billing Contact Title Director, Risk Management
Billing Contact Address 3311 Tamiami Trail East II Naples, FL 34112
Billing Contact Phone 239-252-8906
Billing Contact Fax 239-252-8048
g
Billing Contact Email Address JeffWalker @colliergov.net
Client Tax Jurisdiction* Sales Exempt Attached
Billing Currency USD
Preferred Invoicing Method Email
*If Client has a tax exempt status, please attach tax exempt form to this appendix. For European clients,
please indicate VAT or No VAT in this section as well.
Payment Remission Details
Lockbox for Payments Overnight Courier Address ACH Wire Instructions
CS STARS LLC Wells Fargo Bank-Regulus Bank: Wells Fargo Bank
P.O. Box 201739 Attn:201739 CS STARS Dallas,TX
Dallas,TX 75320-1739 2975 Regent Blvd ABA: 121000248
Irving,TX 75063 Account No: 4122246440
Initialed: CS STARS
Client
Page 7 of 7
(.1/
C S STARS CONFIDENTIAL
16E12
SOFTWARE LICENSE AND SERVICES AGREEMENT
This SOFTWARE LICENSE AND SERVICES AGREEMENT(this"Agreement")is entered into as of
November 24,2008(the"Effective Date")by and between CS STARS LLC,a Delaware limited liability company
with offices at 500 West Monroe Street,Chicago,Illinois 60661 ("Licensor"),and Collier County Board of County
Commissioners at 3301 E Tamiami Trail,Building D,Naples,Florida 34112 ("Client"). In consideration of the
mutual agreements contained herein and intending to be legally bound hereby,Licensor and Client hereby agree to all
of the following terms and conditions.
1. Definitions. (e)"Documentation"shall mean,in printed
(a)"Affiliate"shall mean,with respect to a or electronic form,each of the manuals,user guides,
party,its parent company and subsidiaries and/or technical specification documents and other
controlled corporations or entities which are directly instructional and reference materials generally
or indirectly controlled(through ownership of more distributed by Licensor regarding the Software or
than fifty percent(50%)of the voting stock or rights, distributed by Licensor to Client regarding the Custom
by control of a majority of the directors of the Software,all as updated and redistributed by Licensor
corporation,by contract or arrangement,or otherwise) from time to time.
by a party. (f)"Fees"shall mean the applicable license,
(b)"Client Data"shall mean the data implementation,conversion,customization,consulting,
provided or inputted by or on behalf of Client, maintenance,support and services fees payable
including personally identifiable information,for use pursuant to this Agreement,including as set forth in
with the Licensed Software,excluding any the Compensation Summary and the Billing Schedule
Confidential Information of Licensor. in any Statement of Work.
(c)"Confidential Information"shall mean, (g) "Licensed Software"shall mean the
subject to Chapter 119,Florida Statutes,also known Software,Upgrades and Custom Software.
as the Public Records Law,collectively,this (h)"Licensed Technology"shall mean the
Agreement,as well as all confidential and proprietary Licensed Software and Documentation.
information of a party,including,without limitation,
regarding a party's business plans and strategies; (i)"Proprietary Rights"shall mean all
products and technology;software,source code and copyright,patent,trademark,trade secret and other
object code;clients or prospective clients; data models; intellectual property and proprietary rights.
inventions,developments,formulae and processes; a)"Restricted Entity"shall mean any
know-how,show-how,discoveries,improvements, individual,partnership,limited liability company,
works of authorship,concepts,mask works,and ideas, corporation,joint venture,trust,association or other
or expressions thereof,whether or not subject to entity owned or controlled by,or acting as an agent for,
patents,copyright,trademark,trade secret protection any person or entity with whom a U.S.citizen,
or other intellectual property right protection(in the national,or company organized under the laws of or
United States or elsewhere); and whether or not stored, operating in any state or territory of the U.S. is
compiled or memorialized physically,electronically, prohibited from engaging in any transactions by U.S.
graphically,photographically or in writing. Client laws,including without limitation,a person on the
Data shall be considered Confidential Information of Specially Designated Nationals List published by the
the Client. United States Department of the Treasury's Office of
(d)"Custom Software"shall mean Foreign Assets Control("OFAC"),or any other
specifically modified versions or modules of the person or entity with whom or which transactions are
Software created by Licensor pursuant to a signed prohibited by OFAC regulations.
Statement of Work,Services Addendum or other (k)"Seat"shall mean an individual
written agreement between the parties. (including an employee or agent of a Service Provider)
using or accessing the Licensed Software.
FORM CS STARS SOFTWARE LICENSE AND SERVICES AGREEMENT-NON-TRANSACTIONAL TEMPLATE
Version: February 7,2008
Co NitnoriE 12
(l)"Service Provide?'shall mean a third- service,service bureau,network or by any other
party service provider of Client's or of its Affiliate(s) means,to or by any third party;(iii)decompile,
that provides services on behalf of and for Client or its disassemble,or otherwise reverse engineer or attempt
Affiliate(s)(and not as a service bureau). to reconstruct or discover any source code or
(m)"Services"shall mean the underlying ideas or algorithms of the Licensed
implementation, support,maintenance,programming Technology in any manner;(iv)create derivative
works from,modify or alter any of the Licensed
and other services specified in any Statement(s)of Technology in any manner whatsoever;(v)use the
Work,work orders or services addenda,or otherwise Licensed Software or any component thereof
provided by Licensor pursuant to this Agreement.
(excluding Client Data)to construct a database of any
(n)"Software"shall mean the object code kind or to improve the quality of any data sold or
version of the software products set forth in the contributed by Client to any third party;(vi)store the
deliverables section of any applicable Statement of Licensed Software(excluding Client Data),in its
Work hereto and made available to Client under this entirety or in any part in databases for access by Client
Agreement by Licensor. or any third party;(vii)distribute any database
(o) "Statement of Work"shall mean any systems containing data(excluding Client Data)
statement of work entered into and mutually approved obtained from the Licensed Software;(viii)create
by the parties pursuant to this Agreement from time to Internet"links"to or from the Licensed Software or
time and attached hereto in Exhibit A. "frame"or"mirror"any of Licensor's content which
forms part of the Licensed Software;(ix)use or access
(p)"Upgrades"shall mean all updates,new the Licensed Technology in a manner,or act otherwise
versions,modifications and subsequent releases of the in any manner,that could damage,disable,overburden,
Software. Upgrades shall not include new or different or impair any Licensor servers or the networks
applications,platforms or editions which are not connected to any Licensor server,(x)interfere with
extensions to or replacements for the Licensed any third party's use and enjoyment of the Licensed
Software,but which may use some or all of the code Technology;or(xi)attempt to gain unauthorized
from the Licensed Software. access to the Licensed Technology,accounts,
2.License Grant and Restrictions. computer systems, or networks connected to any
Licensor server through hacking,password mining,or
(a) License. Subject to all the terms and any other means.
conditions of this Agreement,Licensor hereby grants
to Client, for the term of this Agreement,a non- (c)Seats. The number of permitted Seats
exclusive, non-transferable,non-assignable,non- shall be as set forth in the Statement of Work. Client
sublicensable,limited license for Client and its acknowledges and agrees that each Seat shall access
Affiliates(subject to Sections 2(d)and(e))to access, and use the Licensed Technology through a unique
display and use the Licensed Technology solely for and reasonably secure username/user identification
the internal business purposes of Client and its and password. Except Client's and its Affiliates'
Affiliates and to manage information relating only to system administrators where reasonably necessary for
Client and its Affiliates,but not any third parties,and administrative or security purposes,no Seat may use
not for any other purpose or in any other manner. the usemame/user identification or password of any
other Seat.
(b) License Restrictions. Nothing in this
Agreement shall be construed as a grant to Client of (d)Third Party Access. Subject to Section
any right to,and Client shall not,and shall not permit 2(e),Client shall also have the right for Client and
any third party to: (i)reproduce any of the Licensed Affiliates to permit its Service Providers to access,
Technology or any portion thereof, (provided,that display and use the Licensed Technology solely for
Client shall be permitted to make a reasonable number the benefit of Client and its Affiliates,and in
of copies of the Documentation and any locally-hosted accordance with the terms and conditions of this
Licensed Software for its internal training,testing and Agreement,provided that:
backup purposes);(ii)distribute,disclose or allow use (i) except as otherwise expressly agreed
of any of the Licensed Technology,or any portion by Licensor in writing,no such Service
thereof,in any format,through any timesharing Provider is engaged in,or is an affiliate or
2
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subsidiary of any person or entity engaged in, (t)Proprietary Rights. As between Client
the claims,compliance or risk management and Licensor,Client acknowledges that Licensor is the
software business; exclusive owner of all right,title and interest in and to
(ii) Client shall provide thirty(30)days' all Licensed Technology and all Proprietary Rights
advance written notice of such Service related thereto,regardless of any participation or
Provider to Licensor and Licensor does not collaboration by Client in the design,development or
object to such Service Provider within fifteen implementation of any such Licensed Technology.
(15)days of Licensor's receipt of such notice No title or ownership of Proprietary Rights in and to
from Client;and the Licensed Technology,or any component thereof,
is transferred to Client,its Affiliates or any third
(iii) no Service Provider shall have any parties hereunder. To the extent that any such
right to access,display or use the Licensed Proprietary Rights do not otherwise vest in Licensor
Technology unless the Service Provider has or its licensors,Client hereby agrees to promptly
agreed in writing in advance: (1)to be bound assign such Proprietary Rights to Licensor or its
by at least the same restrictions with respect to licensors,and to do all other acts reasonably necessary
the Licensed Technology as the Client,and(2) to perfect Licensor's or its licensors' ownership
to use,access and display the Licensed thereof,without additional consideration of any kind.
Technology solely for the benefit of the Client
or Client's Affiliates and as necessary to (g)Notices of Infringement;Assistance. In
perform the Service Provider's authorized the event Client discovers or is notified of an actual or
duties for or on behalf of Client or its suspected infringement or misappropriation of the
Affiliates. rights of Licensor or its licensors in or to the Licensed
Technology,or any component thereof,or any
(e)Affiliates,Service Providers;Generally. unauthorized disclosure of,access to,or use of the
Client acknowledges and agrees that: Licensed Technology(each,an"Infringement"),
(i)those of Client's Affiliates who will be Client shall: (i)immediately notify Licensor of such
using,accessing or displaying the Licensed known or suspected Infringement;and(ii)terminate
Technology shall be set forth on Schedule such Infringement if and to the extent within Client's
2(e)(i),as amended from time to time,of this or its Affiliates' control.
Agreement. Client shall provide an updated (h) Proprietary Notices. Client shall not
list of such Affiliates to Licensor semi- remove any copyright,patent,trademark or other
annually if there are any changes or additions proprietary or restrictive notice or legend contained in
to such list of Client's Affiliates; any of the Licensed Technology,and Client shall
(ii)any rights granted hereunder with respect reproduce all such notices and legends on all copies of
to the Licensed Technology to any of Client's the Licensed Technology that are permitted to be
Affiliates and Service Providers shall expire made hereunder. Client further agrees to reasonably
or terminate immediately upon the expiration cooperate with and assist Licensor(at Licensor's sole
or termination of the Agreement in accordance expense)in protecting,enforcing and defending
with its terms;
Licensor's rights in and to the Licensed Technology.
(iii)all access and use of the Licensed (i) Client Obligations. In furtherance of the
Technology by Client's Affiliates and Service foregoing, Client shall: (1)provide Licensor with
Providers shall be subject to all of the terms reasonable access to Client's premises as appropriate
and conditions of this Agreement;and to enable Licensor to perform its obligations
hereunder; (ii)provide adequate resources to
Client shall be fully responsible for(1) participate in or facilitate the performance of the
ensuring the compliance of all such Client's Services;(iii)timely participate in meetings relating to
Affiliates and Service Providers with the the Services;(iv)assign personnel with relevant
terms and conditions of this Agreement;and training and experience to work in consultation with
(2)all violations of the terms or conditions of Licensor, if applicable;(v)provide the equipment and
this Agreement by Client's Affiliates and software(including obtaining any third party software
Service Providers. licenses)required to operate the Licensed Software in
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accordance with,and to otherwise comply with,the cooperation with respect to the obligations set forth in
hardware/software specifications for the Licensed Section 2(i)or any Statement of Work; (ii)failures of
Software;(vi)safeguard the user ID's,passwords and Client's or third party equipment or software(other
other security data,methods and devices furnished to than the Licensed Software);or(iii)Force Majeure
Client in connection with the Licensed Software and Event(as defined below).
prevent unauthorized access to or use of the Licensed 3.Services.
Software; (vii)be responsible for all maintenance of
Client networks,equipment and system security During the term of this Agreement,Licensor shall
required or appropriate in connection with the perform the Services in accordance with this
Licensed Software;(viii)have sole responsibility for Agreement,including without limitation,the
the accuracy,quality, integrity,legality,reliability and Statement(s)of Work.
appropriateness of all Client Data;(ix)transmit Client 4.Fees and Payments.
Data in an encrypted format,to be mutually agreed by
the parties, if Client Data is transmitted by electronic (a)Fees. Client shall pay to Licensor the Fees
transfer or sent in physical media by or on behalf of in accordance with the Compensation Summary
Client;and(x)take such other actions as are required included in any Statement of Work or as otherwise
of Client pursuant to this Agreement,including agreed in writing by the parties.Fees for additional
without limitation,any Statement of Work. services or expenses,if any,will be invoiced monthly
as incurred,after execution by the parties of a written
(j) Client Warranty—Client Data. The change order to the applicable Statement of Work.
parties acknowledge and agree that during the term of
this Agreement Client,its Affiliates,the Service (b)Expenses. Client shall reimburse
Providers or other third parties may disclose certain Licensor for all reasonable,documented out of pocket
Client Data,including personally identifiable data travel, lodging,meal and other expenses reasonably
regarding employees or other individuals,to Licensor incurred by Licensor in the course of performing the
for the benefit of Client or its Affiliates. Client Services. Travel expenses shall be reimbursed as per
represents and warrants to Licensor that: (i)Client its Section 112.061 Fla. Stats.
Affiliates,the Service Providers,and such other third
parties are authorized to disclose the Client Data to
Licensor for use pursuant to this Agreement;(ii)such Reimbursements shall be at the following
disclosure does not and shall not violate applicable rates:
law or,if applicable,Client's or its Affiliates'
agreements with or privacy notices to individuals with Mileage: $ .445 per mile
respect to whom the Client Data relates;and(iii) Breakfast: $6.00
Client shall not request Licensor to use,disclose or Lunch: $11.00
otherwise process Client Data in any manner that Dinner. $19.00
would not be permissible under applicable law or,if Airfare: Actual ticket cost
applicable,Client's or its Affiliates' agreements with Rental car: Actual rental cost of
or privacy notices to individuals with respect to whom midsize or smaller
the Client Data relates,if done by Client. car
(k)Non-Licensor Events. Client Lodging: Actual cost of reasonable
lodging at single
acknowledges and agrees that Licensor shall not be
occupancy rate or liable for any delay or failure in its
performance of any duties or obligations pursuant to Parking: Actual cost of f e parking
this Agreement, including,without limitation,under Reimbursable items other than travel expenses shall be
any Statement of Work or schedule hereunder, if such limited to the following: telephone long-distance
delays or failures result or arise from any Non- charges, fax charges, photocopying charges and
Licensor Events. "Non-Licensor Events"shall mean, postage. Reimbursables will be paid only after
collectively: any(i)act or omission of Client, its Licensor has provided all receipts. Licensor shall be
Affiliates or the Service Providers,including without responsible for all other costs and expenses associated
limitation,any delays by Client in its performance or
4
6 E
ANFIDENTIAL
with activities and solicitations undertaken pursuant to Disclosing Party)that it exercises with respect to its
this Agreement. own Confidential Information,but in no event shall
the Receiving Party exercise less than a reasonable
(c)Taxes. Client shall be liable for any taxes standard of care. The Receiving Party shall only use,
(including but not limited to federal manufacturers' access and disclose Confidential Information as
and retailers' excise,state and local sales and use taxes, necessary to fulfill its obligations under this
and personal property taxes),public charges,tariffs, Agreement, including any Statement of Work,or in
and export and import duties,however designated,and exercise of its rights expressly granted hereunder.
any interest and penalties thereon,arising under this Receiving Party shall not directly or indirectly
Agreement,other than taxes based on Licensor's disclose, sell,copy,distribute,republish,create
income. Any taxes assessable on Client's copy of the derivative works from,demonstrate or allow any third
Licensed Software on or after its delivery to Client party to have access to any of Disclosing Party's
shall also be borne by Client. All such taxes from Confidential Information;provided,however,that:
which Client is not legally exempt shall be included in (i)(1)Receiving Party may disclose the Disclosing
Party's Con
amounts invoiced to Client. Client warrants that Confidential Information to its Affiliates who
Client is sales tax exempt pursuant to Chapter 212, have a need to know,and(2)Licensor shall have a
right to disclose Client's Con
Florida Statutes. Client will provide Licensor with a Confidential Information to
copy of Client's current certificate of tax exempt Client's Affiliates and Service Providers, and
status during the term of this Agreement. Licensor's employees and other agents; and(ii)all use
of the Disclosing Party's Confidential Information
(d)Payments. All Fees under this Agreement shall be subject to all the restrictions set forth in this
shall be payable by Client pursuant to and in Agreement. This Section 5(a)is subject to Chapter
accordance with the Billing Schedule set forth in the 119,also known as the Public Records Law.
Compensation Summary described in any Statement
of Work or as otherwise agreed by the parties,and (b)Exclusions. The following information
shall be due in accordance with Section 218.70, shall not be considered Confidential Information
Florida Statutes,also known as the"Local subject to this Section 5: (i)information that is
Government Prompt Payment Act". Payments publicly available or later becomes available other
remitted after forty-five(45)days shall bear interest in than through a breach of this Agreement;(ii)
accordance with Section 218.70,Florida Statutes,also information that is known to the Receiving Party or its
known as the"Local Government Prompt Payment employees,agents or representatives prior to such
Act". Except as provided in Sections 6(b)and 8(a),all disclosure or is independently developed by the
Fees paid hereunder are non-refundable. If Client Receiving Party or its employees,agents or
does not pay an invoice by the later of seventy-five representatives subsequent to such disclosure;or(iii)
(75)days after its due date or fifteen(15)days after information that is subsequently lawfully obtained by
notice that Licensor intends to terminate this the Receiving Party or its employees,agents or
Agreement for nonpayment,then this Agreement and representatives from a third party without obligations
of con
all of Client's rights hereunder will terminate without confidentiality. If the Receiving Party is required
further notice. by law to disclose any portion of the Disclosing
Party's Confidential Information, including,without
5.Confidentiality. limitation, pursuant to the terms of a subpoena,court
(a) Confidential Information. Each party order or otherwise by applicable law,Receiving Party
acknowledges and agrees that during the term of this shall give prior timely notice of such disclosure to
Agreement it may be furnished with or otherwise have Disclosing Party to permit Disclosing Party to seek a
access to Confidential Information of the other party. protective or similar order,and,absent the entry of
The party that has received Confidential Information such an order,Receiving Party shall disclose only
(the Receiving Party),in fulfilling its obligations such Confidential Information as is necessary to be
under this Section 5,shall exercise the same degree of disclosed in response to such subpoena,court order or
care and protection with respect to the Confidential other similar document. This Section 5(b)is subject
Information of the party that has disclosed to Chapter 119,also known as the Public Records Law.
Confidential Information to the Receiving Party(the
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CONFIDENTIAL
(c)Survival. The obligations set forth in this (c) Events Upon Expiration,Termination.
Section 5 shall expire two(2)years after termination Upon the expiration or termination of this Agreement
or expiration of this Agreement;provided,however, for any reason,Client shall: (i)promptly cease all use
that the confidentiality obligations for Confidential of the Licensed Technology;(ii)promptly discontinue
Information constituting trade secrets(as determined providing access to and remove all links to the
under applicable law)shall survive the termination or Licensed Technology;(iii)within ten(10)business
expiration of this Agreement for as long as such days after expiration or earlier termination of this
Confidential Information remains a trade secret. This Agreement,return to Licensor,or upon Licensor's
Section 5(c)is subject to Chapter 119,also known as request,destroy,all copies of the Licensed
the Public Records Law. Technology in Client's,its Affiliates and the Service
6.Term and Termination:Migration. Providers' possession or control;and(iv)certify
within fifteen (15)business days to Licensor in
(a)Term. This Agreement shall commence writing that it has done all of the foregoing after
upon the Effective Date and remain in effect for an expiration or earlier termination of this Agreement.
initial term of three(3)years(the"Initial Term"), Upon any expiration or termination of this Agreement,
unless terminated sooner in accordance with this Licensor shall invoice Client for all accrued Fees,
Section 6. This Agreement may be renewed for one(1) including,without limitation,the amount of any
additional two(2)year period(a"Renewal Term"), implementation and migration fees earned by the
upon mutual agreement by the parties in writing; Licensor as specified in the Statement of Work,and
provided, however,that Client: all reimbursable expenses,and Client shall pay the
(i)is not in breach of this Agreement and is invoiced amounts, including from previously issued
current on all amounts due Licensor under this invoices,in accordance with Section 218.70,Florida
Agreement; Statutes,also known as the"Local Government
Prompt Payment Act".
(ii)gives Licensor written notice of Client's (d)Migration. During the term of this
intention to renew at least ninety(90)days Agreement,Licensor may design and put into
prior to the expiration of the Initial Term;and production a new version of the Software,including
which operates on another platform,with respect to
(iii)acknowledges and agrees that:(1)such each type of Software listed in the relevant
Renewal Term will be at Licensor's then- Statement(s)of Work,"New Software")that is
current rates and Client will also be intended to replace the then-current version of the
responsible for all Fees and expenses Software. Client acknowledges and agrees that during
associated with any additional Services agreed the term of this Agreement Client shall negotiate in
upon between the parties at Licensor's then- good faith with Licensor with respect to any proposal
current rates;(2)the Licensed Software made by Licensor relating to migration of the Client to
available to Client and supported by Licensor the New Software.
during the Renewal Term may be a different
version or release than as available and (e)Survival. Except as otherwise set forth
supported during the Initial Term. herein,in the event of termination of this Agreement
for any reason,the provisions of Sections 2(f),(j),5,
(b)Termination. This Agreement may be 6(c),7(e),(0, 8,9, 10, 11, 13 and 14,as well as all
terminated by: (i)Licensor pursuant to Section 4(d)or payment obligations, shall survive.
Section 8(a);or(ii)either party if the other party 7.Limited Warranties and Disclaimer.
breaches any material term and fails to cure such (a)Software Warranty. Licensor warrants
breach within thirty(30)days after receipt of written that the Licensed Software will perform in all material
notice thereof. If Client terminates the Agreement for
Licensor's breach in accordance with this Section 6(b), respects in accordance with the Documentation when
Licensor shall refund to Client,within forty-five(45) used in accordance with the terms of this Agreement
days of the effective date of such termination,any on the hardware and with the third-party software
prepaid but unearned Fees paid to Licensor in advance specified by Licensor from time to time. Client's sole
by Client. remedy for any breach by Licensor of the warranty
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CONFIDENTIAL
provided in this Section 7(a)shall be replacement of Licensed Software to Client and,as Client's sole
the nonconforming Licensed Software,at Licensor's remedy,shall remove any such Disabling Code so
sole expense, as described herein. If Client discovers inserted,at Licensor's cost and expense.
that any Licensed Software fails to conform to the (d)Authority. Each party represents and
warranty provided in this Section 7(a),Client shall warrants that it has full power and authority to enter
give Licensor written notice of such nonconformity into this Agreement and grant the rights granted herein.
within thirty(30)days after delivery of the Licensed
Software or component thereof to Client and promptly (e)Disclaimer. EXCEPT AS OTHERWISE
after such discovery(and,in no event later than five(5) EXPRESSLY STATED IN THIS AGREEMENT,
business days after expiration of the Warranty Period LICENSOR MAKES NO WARRANTY OR
(as defined below). Licensor shall deliver to Client REPRESENTATION WHATSOEVER,EITHER
replacement Licensed Software,a work-around and/or EXPRESS OR IMPLIED,WITH RESPECT TO THE
an error/bug fix as may be necessary to correct the LICENSED TECHNOLOGY OR SERVICES,
nonconformity. In the event that Client gives Licensor INCLUDING QUALITY,PERFORMANCE,
notice of an apparent nonconformity that Licensor MERCHANTABILITY,FITNESS FOR A
reasonably determines is not due to any fault or failure PARTICULAR PURPOSE OR NON-
of the Licensed Software to conform to the warranty INFRINGEMENT. NO LICENSOR AGENT OR
provided herein,all time spent by Licensor resulting in EMPLOYEE IS AUTHORIZED TO MAKE ANY
such determination,including time spent attempting to EXPANSION,MODIFICATION OR ADDITION TO
correct the problem, shall be charged against Client's THIS LIMITATION AND EXCLUSION OF
client service hours,or,if client service hours have WARRANTIES IN THIS AGREEMENT. Licensor
been exhausted,charged to Client at Licensor's then shall not be responsible for: (i)any non-conformities
current hourly rate for such services. of the Licensed Software with Documentation,
omissions,delays,inaccuracies or any other failure
(b)Services. Licensor represents and caused by Client's, its Affiliates' or any Service
warrants that the Services shall be performed in a Providers' computer systems,hardware or software
professional and commercially reasonable manner (other than the Licensed Software),including by
consistent with the standard of care exercised by interfaces with such third party software,or any
Licensor in performing similar services for other
clients. Client's sole remedy for breach of this inaccuracies that such systems may cause within the
warranty shall be re-performance of the Licensed Software; (ii)any inaccuracies in or failures
nonconforming Services,provided that Licensor must of the Licensed Software to conform to the
have received written notice of the nonconformity Documentation arising out of the use of a version or
from Client within a reasonable period of time after release of the Licensed Software other than the most
discovery of the nonconforming Services by Client recent version or release provided to Client by
Licensor,(iii)any data that Licensor receives from
(but in no event later than one(1)year after the Client or third party sources, including its PPOs,and
original performance of the Services by Licensor.) including the data's accuracy or completeness,or
(c)Software Virus. Licensor warrants that, Client's claim handling decisions;or(iv)the Licensed
to the best of Licensor's knowledge,prior to its Software to the extent it is modified by anyone other
delivery to Client, the Licensed Software does not than Licensor. To the extent the Licensed Software
contain any programming devices(e.g.,viruses,key utilizes Internet systems to transmit data or
locks,back doors,trap doors,etc.)which would: (i) communications,Licensor disclaims any liability for
disrupt the use of the Licensed Software or any system, interception of any such data or communications,
equipment or software to which Client's networks are including of encrypted data. Client agrees that
interfaced or connected;or(ii)destroy or damage data Licensor shall have no responsibility or liability for
or make data inaccessible or delayed,except for file any damages arising in connection with access to or
and purge routines necessary to the routine use of the Licensed Technology by Client,its
maintenance of the Licensed Software(collectively, Affiliates or Service Providers other than as
"Disabling Code"). Licensor will use reasonable authorized by this Agreement. Licensor is also not
practices and security procedures necessary to avoid responsible for the reliability or continued availability
insertion of Disabling Code prior to the delivery of the
7
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CONFIDENTIAL
of the telephone lines and equipment used to access prepaid but unearned Fees paid to Licensor in advance
the Licensed Software. by Client prior to the effective date of the termination.
(f)Third•Party Websites. The content of (b) Exclusions. Licensor's indemnification
third party Websites,systems,products or obligations under Section 8(a)shall not apply where
advertisements that may be linked to the Licensed the claim is based in whole or in part on: (i)
Software are not maintained or controlled by Licensor. modifications to the Licensed Software or any
Licensor is not responsible for the availability,content component thereof made by anyone other than
or accuracy of third party Websites,systems or goods Licensor,(ii)use of any Licensed Software in
that may be linked to, or advertised on,the Licensed combination with a product not supplied by Licensor;
Software. Licensor does not: (i)make any warranty, (iii)use of any Licensed Software other than in
express or implied,with respect to the use of the links accordance with this Agreement or the Documentation;
provided on,or to,the Licensed Software;(ii) or(iv)use of a version of the Licensed Software other
guarantee the accuracy,completeness,usefulness or than the most recent version or release provided to
adequacy of any other Websites,systems,products or Client by Licensor.
advertisements that may be linked to or referenced in (c) Conduct. Licensor shall have the sole
the Licensed Software;or(iii) make any endorsement, right to conduct the defense of any such infringement
express or implied,of any other Web sites,systems, claim or action and all negotiations for its settlement
products or advertisements that may be linked to or or compromise,and to settle or compromise any such
referenced in the Licensed Software. claim. Client agrees to cooperate and ensure that its
(g)Warranty Period. The representations Affiliates cooperate with Licensor in doing so.Client
and warranties contained in this Section 7 shall be in agrees to give Licensor prompt written notice,in no
force,as to each version or release of the Software,for case longer than within seven(7)days of receipt or
a period of one(1)year after it is first delivered or discovery,of any threat,warning,or notice of any
otherwise made available to Client by Licensor(the such claim or action, with copies of any and all
"Warranty Period"). documents Client,its Affiliates or Service Providers
8.Indemnification by Licensor. may receive relating thereto.
(a)Indemnification. Licensor agrees to 9.Indemnification by Client.
indemnify,defend,settle,or pay any claim or action Subject to Section 768.28,Florida Statutes,pursuant
against Client, its Affiliates,and their officers, to authority in Article 10,Section 13,Florida
directors,members,managers, shareholders,and Constitution(1968),Client agrees to indemnify,
employees for infringement of any U.S.patent or defend and hold harmless Licensor,its Affiliates,and
copyright arising from Client's use in accordance with all their officers,directors,members,managers,
this Agreement of the Licensed Software. If the shareholders,employees and other agents for and
Licensed Software or any part of the Licensed against any damage,cost, liability,expense,claim,
Software is held to infringe and the use thereof is suit,action or other proceeding,to the extent based on
enjoined or restrained or,if as a result of a settlement or arising in connection with any breach of this
or compromise,such use is materially adversely Agreement by Client,its Affiliates or the Service
restricted,Licensor shall,at its own expense and as Providers.
Client's sole remedy therefore,either: (i)procure for 10. Limitation of Liability.
Client the right to continue to use the Licensed
Software;or(ii)modify the Licensed Software to (a)Disclaimer. IN NO EVENT WILL
make it non-infringing,provided that such LICENSOR BE LIABLE UNDER OR IN
modification does not materially adversely affect CONNECTION WITH THIS AGREEMENT FOR
Client's authorized use of the Licensed Software;or INDIRECT,SPECIAL,PUNITIVE,INCIDENTAL
(iii)replace the Licensed Software with a functionally OR CONSEQUENTIAL DAMAGES IN ANY
equivalent non-infringing program at no additional ACTION ARISING FROM OR RELATED TO THIS
charge to Client;or(iv)if none of the foregoing AGREEMENT,WHETHER BASED IN
alternatives is reasonably available to Licensor, CONTRACT,TORT, INTENDED CONDUCT OR
terminate this Agreement and refund to Client any OTHERWISE,INCLUDING WITHOUT
8
u 1 2
CONFIDENTIAL
LIMITATION,DAMAGES RELATING TO THE copy any part of the Records at any reasonable time
LOSS OF PROFITS,INCOME,GOODWILL OR during normal business hours upon ten(10)business
REVENUE,COSTS INCURRED AS A RESULT OF days' notice to Client in order to monitor Client's
DECISIONS MADE IN RELIANCE ON THE compliance with this Agreement. If any such audit
LICENSED TECHNOLOGY,LOSS OF USE OF reveals that Client has more(1)Seats accessing or
THE LICENSED TECHNOLOGY OR ANY OTHER using the Licensed Technology,or(ii)transactions
SOFTWARE OR OTHER PROPERTY,LOSS OF than Client has paid for during the period to which the
DATA,THE COSTS OF RECOVERING OR audit relates(as determined prior to the
RECONSTRUCTING SUCH DATA OR THE COST commencement of the audit),then Client shall
OF SUBSTITUTE SOFTWARE,SERVICES OR promptly pay for such additional Seats or transactions,
DATA,OR FOR CLAIMS BY THIRD PARTIES, as applicable(beginning from the date of first access
EVEN IF ADVISED OF THE POSSIBILITY OF by each additional user or first additional transaction)
SUCH DAMAGES. at the rates set forth in the applicable Statement(s)of
(b) Limitation of Liability. UNDER NO Work,and the reasonable cost of such audit shall be
CIRCUMSTANCES SHALL LICENSOR'S borne by Client;provided that Licensor shall make
AGGREGATE MAXIMUM LIABILITY UNDER reasonable efforts to ensure that audit hours are not
OR IN CONNECTION WITH THIS AGREEMENT unnecessarily charged to Client. In addition,if any
EXCEED THE PAYMENTS ACTUALLY MADE such audit reveals that Client has more five percent
TO LICENSOR HEREUNDER DURING THE (5%)or more Seats accessing or using the Licensed
TWELVE(12)MONTHS PRECEDING THE DATE Technology or transactions than for which Client has
ON WHICH ANY CLAIM IS MADE AGAINST paid,Licensor shall have the right to charge Client
LICENSOR. interest in accordance with Section 218.70,Florida
Statutes,also known as the"Local Government
11.Publicity. Prompt Payment Act,on all amounts payable by
Neither party shall issue a general press release Client for such additional Seats or transactions,as
naming the other party regarding the existence of this applicable.
Agreement,without the prior written consent of the 14.General.
other party.
(a)Neither party shall have the right to assign,
12.Foreign Use. transfer, or sublicense any obligations or benefit under
If Client chooses to access the Licensed Software this Agreement without the prior written consent of
from outside the United States,it is responsible for the other party. The foregoing notwithstanding,
compliance with foreign and local laws. The Licensed Licensor may assign this Agreement in its entirety
Technology is not available through Licensor or its pursuant to a sale of all or substantially all of
Affiliates to any Restricted Entity. Client represents Licensor's assets,voting interests or stock to a buyer
and warrants that it is not a Restricted Entity and is not or transferee;provided that such buyer or transferee
using the Licensed Technology on behalf of or for the assumes in writing all of Licensor's responsibilities
benefit of a Restricted Entity. and obligations hereunder. Except as otherwise
provided herein,this Agreement shall be binding on
13.Records. and inure to the benefit of the respective successors
Client shall use reasonable efforts to maintain records and permitted assigns of the parties.
regarding its use of the Licensed Technology, (b)Any notice required or permitted to be
including,without limitation,the name and delivered pursuant to this Agreement shall be in
usemame/user identification and password of each writing and shall be deemed delivered: (i)upon
Seat,(collectively,the"Records"). Client shall delivery if delivered in person; (ii)three(3)business
maintain such Records during the term of this days after deposit in the United States mail,registered
Agreement and for two(2)years thereafter. At or certified mail,return receipt requested,postage
Licensor's expense,Licensor(or at Licensor's election, prepaid;(iii)upon transmission if sent via facsimile,
its representatives)shall have the right to examine, with a confirmation copy sent via overnight mail;or
inspect and audit Client's offices,information systems (iv)one(1)business day after deposit with a national
and Records,and make extracts of information and
9
16E12
CONFIDENTIAL
overnight courier,in each case addressed to the (g)This Agreement shall be governed by and
following addresses: construed in accordance with the laws of the State of
If to Licensor: Florida without regard to the conflicts of laws
CS STARS LLC provisions thereof.
Attn: Executive Vice President (h)Headings herein are for convenience of
Professional Service reference only and shall in no way affect interpretation
500 West Monroe Street of the Agreement.
Chicago,IL 60661 (i)Licensor shall have no liability for any
Facsimile: (312)627-6590 failure or delay in performance of its obligations under
With a copy to: this Agreement because of circumstances beyond its
CS STARS LLC reasonable control, including without limitation,acts
Attn: Corporate Counsel of God, fires,floods,earthquakes,wars,civil
Attn:: Co Monroe ounce disturbances,terrorism,sabotage,accidents,unusually
Chicago,IL 60661 severe weather,labor disputes,governmental actions,
Facsimile: (312)627-6590 power failures, viruses that are not preventable
through generally available retail products,inability to
If to Client: obtain labor,material or equipment,catastrophic
Collier County Government hardware failures,usage spikes,attacks on Licensor's
server,or any inability to transmit or receive
Attn:Jeff Walker information over the Internet,(each,a"Force Majeure
3301 E Tamiami Trail,Building D Event") nor shall any such failure or delay give Client
Naples,FL 34112 the right to terminate this Agreement.
Phone: (239)252-8906
(j)Client acknowledges that its breach of this
or to such other address as may be specified by either Agreement may cause irreparable injury to Licensor
party hereto upon notice given to the other. that may not be adequately compensable in money
(e)The failure of either party to enforce any damages,and for which Licensor shall have no
of its respective rights under this Agreement at any adequate remedy at law. In the event of breach of
Sections 2 or 5 of this Agreement,Licensor shall be
time for any period shall not be deemed or construed a entitled to seek equitable relief to protect its interests,
waiver by such party of such rights. including but not limited to preliminary and
(d)Notwithstanding any provision hereof,for permanent injunctive relief. Client hereby waives any
all purposes of this Agreement each party shall be and requirement of the posting of a bond that may apply
act as an independent contractor and not as partner, for issuance of any injunctions,orders or decrees.
joint venturer or agent of the other party and shall not (k)This Agreement takes precedence over any
bind nor attempt to bind the other party to any contract conflicting statement or provision in any Statement of
or other undertaking. Work and any other document furnished by Licensor.
(e)No changes or modifications to or waivers This Agreement,including all Exhibits hereto, is the
of any provision of this Agreement shall be effective complete statement of the agreement of the parties
unless evidenced in a written amendment that is with respect to the subject matter of this Agreement
signed by authorized representatives of both parties. and supersedes all prior oral and written agreements
(f) In the event that any provision of this
with respect to the subject matter hereof.
Agreement shall be determined to be illegal or (I)This Agreement may be executed in
unenforceable,such provision shall be limited or counterparts,each of which will be deemed an original
eliminated to the minimum extent necessary so that but all of which together shall constitute one and the
this Agreement shall otherwise remain in full force same Agreement.
and effect and enforceable.
10
1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
BOARD OF COUNTY COMMISSIONERS
ATTEST: COLLIER COUNTY,FLORIDA
Dwight E.Brock,-Clerk of Courts
By: �' way lm,
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Dated:'. i` ►I om Kenning,Chairman
(SEAL).4,
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CS STARS LLC
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