Agenda 10/28/2008 Item #16E21
Agenda Item No. 16E21
October 28, 2008
Page 1 of 59
EXECUTIVE SUMMARY
Recommendation to approve an agreement with CS STARS, Inc. for the lease of Risk
Management Information Systems software services in the amount of $107,060
annually.
OBJECTIVE: To gain approval of a three-year agreement with CS STARS, Inc. for the
lease of risk management information systems software services to support the County's
risk management program.
CONSIDERATION: In FY 2005, the Board approved the lease of software services for the
use of CS STARS Risk Management Information System (RMIS). STARS is the largest
provider of Risk Management information systems software and is used by over 800
clients, including the State of Florida, the City of Jacksonville, Pinellas, Sarasota, and
Broward counties.
The system supports the Property and Casualty insurance program and the Workers'
Compensation insurance program. This system permits the Risk Management staff to
better utilize existing resources to manage the various processes and activities of the
department through an efficient centralized information system. The STARS application
can integrate with other County systems and is compliant with various State and insurance
carrier mandates.
The STARS system is hosted by the vendor and the cost of the system includes the
support and maintenance costs of the system, including upgrades. The system is not
owned nor is it hosted by the County. The proposed agreement is for a three year period
which shall require renegotiation at the conclusion of the term. The cost of the system is
spread evenly over the three year term of the agreement.
The processes and activities the software supports include claims intake and management;
subrogation program management; risk identification and measurement; the scheduling
and valuation of assets for insurance reporting purposes; the development of cost
allocations systems; the creation of loss projections and the preparation of loss triangles;
the calculation of experience modifications which affect reinsurance rates; policy
management and the tracking of policy aggregate erosion; safety program management
including root cause analysis, the tracking of OSHA recordables and safety program
compliance; and real time management reporting.
The current software platform has been in use since July of 2006. As a result, the majority
of the department's activities are now electronic, which has resulted in the virtual
elimination of filing and paper storage. Thousands of paper files have been scanned and
eliminated and approximately 18 filing cabinets have been removed from the department.
Storage costs have been eliminated for all new files since 2006. Further, communication
with the County's claims management company, Johns Eastern, is entirely electronic which
has reduced the mailing costs for the department dramatically. A system of loss reporting
Agenda Item No. 16E21
October 28, 2008
Page 2 of 59
to department managers via an e-mail based report "bursting" system is in place to provide
near real time reporting to inform and to promote accountability.
The new contract with CS STARS contemplates three major improvements to the current
system. First, the County will move to the STARS Enterprise platform which is a web
based system with improved reporting capabilities including performance dash boarding.
Second, the department will implement certain in-house claims capabilities to enable risk
management staff to adjudicate first party claims in-house utilizing existing licensed
adjusting staff. This will reduce the cost of using outside adjusters for first party losses at
an estimate annual savings of $16,000. Finally, a process to distribute the system will be
implemented that will allow departments to access the system directly to report claims and
create reports. This will reduce reporting time and make the reporting function more
efficient.
The commencement date of the agreement is November 24, 2008.
FISCAL IMPACT: The cost of the STARS system over a three year period is $107,060
per year. The cost is split between Fund 516, Property and Casualty Insurance and Fund
518, Workers' Compensation Insurance for this lease. Sufficient funds have been
budgeted to lease the system.
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated
with this item.
LEGAL CONSIDERATIONS: William E. Mountford, Assistant County Attorney, opines
that the Executive Summary is legally sufficient.
RECOMMENDATION: That the Board approves the lease of the CS STARS Risk
Management Information System software services and authorizes the Chairman to
execute a contract between the County and CS STARS, Inc.
PREPARED BY: Jeff Walker, CPCU, ARM, Director, Risk Management
Page 1 of 1
Agenda Item No. 16E21
October 28, 2008
Page 3 of 59
COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number:
Item Summary:
16E21
Meeting Date:
Recommendation to approve an agreement with CS STARS, Inc. for the lease of Risk
Management Information Systems software services in the amount of $107,060 annually.
10/28/2008 9:00:00 AM
Approved By
Jeffrey A. Walker, CPCU, Risk Management Director Date
ARM
Administrative Services Risk Management 10/13/200810:01 AM
Approved By
William Mountford Assistant County Attorney Date
County Attorney County Attorney Office 10/15/20081:15 PM
Approved By
Lyn Wood Purchasing Agent Date
Administrative Services Purchasing 10/15/20081:17 PM
Approved By
Steve Carnell Purchasing/General Svcs Director Date
Administrative Services Purchasing 10/15/2008 1: 23 PM
Approved By
Len Golden Price Administrative Services Administrator Date
Administrative Services Administrative Services Admin. 10/15/20082:31 PM
Approved By
Jeff Klatzkow Assistant County Attorney Date
County Attorney County Attorney Office 10/16/2008 3:44 PM
Approved By
OMS Coordinator Applications Analyst Date
Administrative Services Information Technology 10/17/20087:36 AM
Approved By
Randy Greenwald Management/Budget Analyst Date
County Manager's Office Office of Management & Budget 10/17/20082:23 PM
Approved By
,,-. James V. Mudd County Manager Date
Board of County
Commissioners County Manager's Office 10/21/200812:14 PM
file://C:\AgendaTest\Export\ 115-0ctober%2028,%202008\ 16.%20CONSENT%20AGEN...
10/22/2008
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Agenda Item No. 16E21
October 28, 2008
Page 4 of 59
CS STARS
CONFIDENTIAL
SOFTWARE LICENSE AND SERVICES AGREEMENT
This SOFTWARE LICENSE AND SERVICES AGREEMENT (this "Agreement") is entered into as of
November 24, 2008 (the "Effective Dllte") 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 TamiamiTrail, 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 tenns and conditions.
1. Defmltiool.
(a) "Affiliate" shall mean, with respect to a
party, its parent company and subsidiaries andlor
controlled corporations or entities which are directly
or indirectly controlled (through ownership of more
than fifty percent (50010) of the voting stock or rights,
by control of a majority of the directors of the
corporation, by contract or arrangement, or otherwise)
by a party.
(b) "Client Data" shall mean the data
provided or inputted by or on behalf of Client,
including personally identifiable information, for use
with the Licensed Software, excluding any
Confidential Information of Licensor.
(e) "Confidential Information" shall mean,
subject to Chapter 1 ]9, Florida Statutes, also known
as the Public Records Law, collectively, this
Agreement, as well as all confidential and proprietary
information of a party, including, without limitation,
regarding a party's business plans and strategies;
products and technology; software, source code and
object code; clients or prospective clients; data models;
inventions, developments, formulae and processes;
know-how, show-how, discoveries, improvements,
works of authorship, concepts, mask works, and ideas,
or expressions thereof, whether or not subject to
patents, copyright, trademark, trade secret protection
or other intellectual property right protection (in the
United States or elsewhere); and whether or not stored,
compiled or memorialized physically, electronically,
graphically, photographically or in writing. Client
Data shall be considered Confidential Information of
the Client.
(d) "Custom Software" shall mean
specifically modified versions or modules of the
Software created by Licensor pursuant to a signed
Statement of Work, Services Addendum or other
written agreement between the parties.
(e) "Documentation" shall mean, in printed
or electronic form, each of the manuals, user guides,
technical specification documents and other
instructional and reference materials generally
distributed by Licensor regarding the Software or
distributed by Licensor to Client regarding the Custom
Software, all as updated and redistributed by Licensor
from time to time.
(f) "Fees" shall mean the applicable license,
implementation, conversion, customization, consulting,
maintenance, support and services fees payable
pursuant to this Agreement, including as set forth in
the Compensation Summary and the BiIling Schedule
in any Statement of Work.
(g) "Licensed Software" shall mean the
Software, Upgrades and Custom Software.
(b) "Licensed TKbnology" shall mean the
Licensed Software and Documentation.
(I) "Proprietary Rigbts" shall mean all
copyright, patent, trademark, trade secret and other
intellectual property and proprietary rights.
U) "Restricted Entity" shall mean any
individua~ partnersbip, limited liability company,
corporation, joint venture, trust, association or other
entity owned or controlled by, or acting as an agent for,
any person or entity with whom a U.S. citizen,
national, or company organized under the laws of or
operating in any state or territory of the U.S. is
prohibited from engaging in any transactions by U.S.
laws, including without limitation, a person on the
Specially Designated Nationals List published by the
United States Department of the Treasury's Office of
Foreign Assets Control ("OFAC"), or any other
person or entity with whom or which transactions are
prohibited by OFAC regulations.
(k) "Seat" shall mean an individual
(including an employee or agent of a Service Provider)
using or accessing the Licensed Software.
FORM CS ST ARB SOFTWARE UCENSE AND SERVICES AGREEMENT. NON-TRANSACTIONAL TEMPLATE
Version: February 7, 2008
(I) "Service Provjder" shall mean a third-
party service provider of Client's or of its Affiliate(s)
that provides services on behalf of and for Client or its
Affiliate(s) (and not as a service bureau).
em) "Services" shall mean the
implementation, support, maintenance, programming
and other services specified in any Statement(s) of
Work, work orders or services addenda, or otheIWise
provided by Licensor pursuant to this Agreement.
(n) "Software" shall mean the object code
version of the software products set forth in the
deliverables section of any applicable Statement of
Work hereto and made available to Client Wlder this
Agreement by Licensor.
(0) "Statement of Work" shall mean any
statement of work entered into and mutually approved
by the parties pursuant to this Agreement from time to
time and attached hereto in Exhibit A.
(P) "Upgrades" shall mean all updates, new
versions, modifications and subsequent releases of the
Software. Upgrades shall not include new or different
applications, platforms or editions which are not
extensions to or replacements for the Licensed
Software, but which may use some or all of the code
from the Licensed Software.
2. License Grant and Restrictions.
ea) License. Subject to all the tenns and
conditions of this Agreement, Licensor hereby grants
to Client, for the term of this Agreement, a non-
exclusive, non-transferable, non-assignable, non-
sublicensable, limited license for Client and its
Affiliates (subject to Sections 2(d) and (e)) to access,
display and use the Licensed Technology solely for
the internal business purposes of Client and its
Affiliates and to manage infonnation relating only to
Client and its Affiliates, but not any third parties, and
not for any other purpose or in any other manner.
(b) License Restrictions. Nothing in this
Agreement shall be construed as a grant to Client of
any right to, and Client shall not, and shall not permit
any third party to: (i) reproduce any of the Licensed
Technology or any portion thereof, (provided, that
Client shall be pennitted to make a reasonable number
of copies of the Documentation and any locally-hosted
Licensed Software for its internal training, testing and
backup purposes); (ii) distribute, disclose or allow use
of any of the Licensed Technology, or any portion
thereof, in any format, through any timesharing
Agenda Item No. 16E21
October 28, 2008
Page 5 of 59
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CONFIDENTIAL
service, service bureau, network or by any other
means, to or by any third party; (iii) decompile,
disassemble, or otherwise reverse engineer or attempt
to reconstruct or discover any source code or
underlying ideas or algorithms of the Licensed
Technology in any manner; (iv) create derivative
works from, modify or alter any of the Licensed
Technology in any manner whatsoever; (v) use the
Licensed Software or any component thereof
(excluding Client Data) to construct a database of any
kind or to improve the quality of any data sold or
contributed by Client to any third party; (vi) store the
Licensed Software (excluding Client Data), in its
entirety or in any part in databases for access by Client
or any third party; (vii) distribute any database
systems containing data (excluding Client Data)
obtained from the Licensed Software; (viii) create
Internet "links" to or from the Licensed Software or
"frame" or "mirror" any of Licensor's content which
forms part of the Licensed Software; (ix) use or access
the Licensed Technology in a manner, or act otherwise
in any manner, that could damage, disable, overburden,
or impair any Licensor servers or the networks
connected to any Licensor server; (x) interfere with
any third party's use and enjoyment of the Licensed
Technology; or (xi) attempt to gain unauthorized
access to the Licensed Technology, accounts,
computer systems, or networks connected to any
Licensor server through hacking, password mining, or
any other means.
(c) Seats. The number of permitted Seats
shall be as set forth in the Statement of Work. Client
acknowledges and agrees that each Seat shall access
and use the Licensed Technology through a unique
and reasonably secure username/user identification
and password. Except Client's and its Affiliates'
system administrators where reasonably necessary for
administrative or security purposes, no Seat may use
the username/user identification or password of any
other Seat.
(d) Third Party Access. Subject to Section
2(e), Client shall also have the right for Client and
Affiliates to permit its Service Providers to access,
display and use the Licensed Technology solely for
the benefit of Client and its Affiliates, and in
accordance with the terms and conditions of this
Agreement, provided that:
(i) except as otherwise expressly agreed
by Licensor in writing, no such Service
Provider is engaged in, or is an affiliate or
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subsidiary of any person or entity engaged in,
the claims, compliance or risk management
software business;
(ii) Client shall provide thirty (30) days'
advance written notice of such Service
Provider to Licensor and Licensor does not
object to such Service Provider within fifteen
(15) days of Licensor's receipt of such notice
from Client; and
(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: (l) to be bound
by at least the same restrictions with respect to
the Licensed Technology as the Client, and (2)
to use, access and display the Licensed
Technology solely for the benefit of the Client
or Client's Affiliates and as necessary to
perform the Service Provider's authorized
duties for or on behalf of Client or its
Affiliates.
(e) Affiliates, Service Providen; Generally.
Client acknowledges and agrees that:
(i) those of Client's Affiliates who will be
using, accessing or displaying the Licensed
Technology shall be set forth on Schedule
2(e)(i), as amended from time to time, of this
Agreement. Client shall provide an updated
list of such Affiliates to Licensor semi.
annually if there are any changes or additions
to such list of Client's Affiliates;
(ii) any rights granted hereunder with respect
to the Licensed Technology to any of Client's
Affiliates and Service Providers shall expire
or terminate immediately upon the expiration
or termination of the Agreement in accordance
with its terms;
(iii) all access and use of the Licensed
Technology by Client's Affiliates and Service
Providers shall be subject to all of the terms
and conditions of this Agreement; and
Client shall be fully responsible for (1)
ensuring the compliance of all such Client's
Affiliates and Service Providers with the
tenns and conditions of this Agreement; and
(2) all violations of the terms or conditions of
this Agreement by Client's Affiliates and
Service Providers.
Agenda Item No. 16E21
October 28, 2008
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CONFIDENTIAL
(f) Proprietary Rights. As between Client
and Licensor, Client acknowledges that Licensor is the
exclusive owner of all right, title and interest in and to
all Licensed Technology and all Proprietary Rights
related thereto, regardless of any participation or
collaboration by Client in the design, development or
implementation of any such Licensed Technology.
No title or ownership of Proprietary Rights in and to
the Licensed Technology, or any component thereof,
is transferred to Client, its Affiliates or any third
panies hereunder. To the extent that any such
Proprietary Rights do not otherwise vest in Licensor
or its licensors, Client hereby agrees to promptly
assign such Proprietary Rights to Licensor or its
licensors, and to do all other acts reasonably necessary
to perfect Licensor's or its licensors' ownership
thereof, without additional consideration of any kind.
(g) Notices of Infrinaement; Assistance. In
the event Client discovers or is notified of an actual or
suspected infringement or misappropriation of the
rights of Licensor or its licensors in or to the Licensed
Technology, or any component thereof, or any
unauthorized disclosure of, access to, or use of the
Licensed Technology (each, an "Infringement"),
Client shall: (i) immediately notify Licensor of such
known or suspected Infringement; and (il) terminate
such Infringement if and to the extent within Client's
or its Affiliates' control.
(h) Proprietary Notices. Client shall not
remove any copyright, patent, trademark or other
proprietary or restrictive notice or legend contained in
any of the Licensed Technology, and Client shall
reproduce all such notices and legends on all copies of
the Licensed Technology that are permitted to be
made hereunder. Client further agrees to reasonably
cooperate with and assist Licensor (at Licensor's sole
expense) in protecting, enforcing and defending
Licensor's rights in and to the Licensed Technology.
(I) Client Obligations. In furtherance of the
foregoing, Client shall: (i) provide Licensor with
reasonable access to Client's premises as appropriate
to enable Licensor to perform its obligations
hereunder; (ii) provide adequate resources to
participate in or facilitate the performance of the
Services; (iii) timely participate in meetings relating to
the Services; (iv) assign personnel with relevant
training and experience to work in consultation with
Licensor, if applicable; (v) provide the equipment and
software (including obtaining any third party software
licenses) required to operate the Licensed Software in
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accordance with, and to otherwise comply with, the
hardware/software specifications for the Licensed
Software; (vi) safeguard the user ill's, passwords and
other security data, methods and devices furnisbed to
Client in connection with the Licensed Software and
prevent unauthorized access to or use of the Licensed
Software; (vii) be responsible for all maintenance of
Client networks, equipment and system security
required or appropriate in connection with the
Licensed Software; (viii) have sole responsibility for
the accuracy, quality, integrity, legality, reliability and
appropriateness of all Client Data; (ix) transmit Client
Data in an encrypted format, to be mutually agreed by
the parties, if Client Data is transmitted by electronic
transfer or sent in physical media by or on behalf of
Client; and (x) take such other actions as are required
of Client pursuant to this Agreement, including
without limitation, any Statement of Work.
0) Client Warranty - Client Data. The
parties acknowledge and agree that during the term of
this Agreement Client, its Affiliates, the Service
Providers or other third parties may disclose certain
Client Data, including personally identifiable data
regarding employees or other individuals, to Licensor
for the benefit of Client or its Affiliates. Client
represents and warrants to Licensor that: (i) Client its
Affiliates, the Service Providers, and such other third
panies are authorized to disclose the Client Data to
Licensor for use pursuant to this Agreement; (ii) such
disclosure does not and shall not violate applicable
law or, if applicable, Client's or its Affiliates'
agreements with or privacy notices to individuals with
respect to whom the Client Data relates; and (iii)
Client shall not request Licensor to use, disclose or
otherwise process Client Data in any manner that
would not be permissible under applicable law or, if
applicable, Client's or its Affiliates' agreements with
or privacy notices to individuals with respect to whom
the Client Data relates, if done by Client
(k) Non-Licensor Events. Client
acknowledges and agrees that Licensor shall not be
responsible or liable for any delay or failure in its
performance of any duties or obligations pursuant to
this Agreement, including, without limitation, under
any Statement of Work or schedule hereunder, if such
delays or failures result or arise from any Non-
Licensor Events. "Non-Licensor Events" shall mean,
collectively: any (i) act or omission of Client, its
Affiliates or the Service Providers, including without
limitation, any delays by Client in its performance or
Agenda Item No. 16E21
October 28,2008 I
Page 7 of 59
CONFIDENTIAL
cooperation with respect to the obligations set forth in
Section 2(i) or any Statement of Work; (ii) failures of
Client's or third party equipment or software (other
than the Licensed Software); or (iii) Force Majeure
Event (as defined below).
3. Services.
During the tenn of this Agreement, Licensor shall
perform the Services in accordance with this
Agreement, including without limitation, the
Statement(s) of Work.
4. Fees and Pavments.
(a) Fees. Client shall pay to Licensor the Fees
in accordance with the Compensation Summary
included in any Statement of Work or as otherwise
agreed in writing by the parties. Fees for additional
services or expenses, if any, will be invoiced monthly
as incurred, after execution by the parties of a written
change order to the applicable Statement of Work.
(b) Expenses. Client shall reimburse
Licensor for all reasonable, documented out of pocket
travel, lodging, meal and other expenses reasonably
incurred by Licensor in the course of performing the
Services. Travel expenses shall be reimbursed as per
Section 112.061 Fla. Stats.
Reimbursements shall be at the following
rates:
Mileage:
Breakfast:
Lunch:
Dinner:
Airfare:
Rental car:
$ .445 per mile
$6.00
$11.00
$19.00
Actual ticket cost
Actual rental cost of
midsize or smaller
car
Actual cost of reasonable
lodging at single
occupancy rate
Actual cost of parking
Lodging:
Parking:
Reimbursable items other than travel expenses shall be
limited to the following: telephone long-distance
charges, fax charges, photocopying charges and
postage. Reimbursables will be paid only after
Licensor bas provided all receipts. Licensor shall be
responsible for all other costs and expenses associated
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with activities and solicitations undertaken pursuant to
this Agreement.
(e) Taus. Client shall be liable for any taxes
(including but not limited to federal manufacturers'
and retailers' excise, state and local sales and use taxes
and personal property taxes), public charges, tariffs, '
and ~port and import duties, however designated, and
any mterest and penalties thereon, arising under this
Agreement, other than taxes based on Licensor's
income. Any taxes assessable on Client's copy of the
Licensed Software on or after its delivery to Client
shall also be borne by Client All such taxes from
which Client is not legally exempt shall be included in
amounts invoiced to Client Client warrants that
Cli~t is sales tax exempt pursuant to Chapter 212,
Flonda Statutes. Client will provide Licensor with a
copy of Client's current certificate of tax exempt
status during the term of this Agreement.
(d) Payments. All Fees under this Agreement
shall be payable by Client pursuant to and in
accordance with the Billing Schedule set forth in the
Compensation Summary described in any Statement
of Work or as otherwise agreed by the parties, and
shall be due in accordance with Section 218.70,
Florida Statutes, also known as the "Local
Go,:ernment Prompt Payment Act". Payments
remItted after forty-five (45) days shall bear interest in
accordance with Section 218.70, Florida Statutes, also
known as the "Local Government Prompt Payment
Act". ~xcept as provided in Sections 6(b) and 8(a), all
Fees plUd hereunder are non-refundable. If Client
does not pay an invoice by the later of seventy-five
(75) days after its due date or fifteen (15) days after
notice that Licensor intends to terminate this
Agreement for nonpayment, then this Agreement and
all of Client's rights hereunder will terminate without
further notice.
5. ConfidentiaUtv.
(a) Confidential Information. Each party
acknowledges and agrees that during the term of this
Agreement it may be furnished with or otherwise have
access to Confidential Information of the other party.
The party that has received Confidential Information
(the Receiving Party), in fulfilling its obligations
under this Section 5, shall exercise the same degree of
care and protection with respect to the Confidential
lnformation of the party that has disclosed
Confidential Ioformation to the Receiving Party (the
Agenda Item No. 16E21
October 28, 2008
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CONFIDENTIAL
Disclosing Party) that it exercises with respect to its
own Confidential Infonnation, but in no event shall
the Receiving Party exercise less than a reasonable
standard of care. The Receiving Party shall only use
access and disclose Confidential Information as '
necessary to fulfill its obligations under this
Agreement, including any Statement ofWorlc or in
exercise of its rights expressly granted hereunder.
R:eceiving Party shall not directly or indirectly
disclose, sell, copy, distribute, republish, create
derivative works from, demonstrate or allow any third
party to have access to any of Disclosing Party's
Confidentiallnformation; provided, however, that:
(i)(l) Receiving Party may disclose the Disclosing
Party's Confidential Information to its Affiliates who
have a need to know, and (2) Licensor shall have a
right to disclose Client's Confidential Information to
Client's Affiliates and Service Providers, and
Licensor's employees and other agents; and (ii) aU use
of the Disclosing Party's Confidential Information
shall be subject to all the restrictions set forth in this
Agreement. This Section 5(a) is subject to Chapter
119, also known as the Public Records Law.
(b) Exclllsions. The following information
shall not be considered Confidential Information
subject to this Section 5: (i) information that is
publicly available or later becomes available other
than through a breach of this Agreement; (ii)
information that is known to the Receiving Party or its
employees, agents or representatives prior to such
disclosure or is independently developed by the
Receiving Party or its employees, agents or
representatives subsequent to such disclosure; or (iii)
information that is subsequently lawfully obtained by
the Receiving Party or its employees, agents or
representatives from a third party without obligations
of confiden~ality. If the Receiving Party is required
by law to dIsclose any portion of the Disclosing
Party's Confidential Information, including without
limitation, pursuant to the terms of a sub~a, court
order ~r oth~~e by applicable law, Receiving Party
shall gIve pnor timely notice of such disclosure to
Disclosing Party to permit Disclosing Party to seek a
protective or similar order, and, absent the c;ntry of
such an order, Receiving Party shall disclose only
such Confidential Information as is necessary be
disclosed in response to such subpoena, court order or
other similar document This Section 5(b) is subject
to Chapter 119, also known as the Public Records Law.
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(e) SurvivaL The obligations set forth in this
Section S shall expire two (2) years after tennination
or expiration of this Agreement; provided, however,
that the confidentiality obligations for Confidential
Information constituting trade secrets (as determined
under applicable law) shall survive the termination or
expiration of this Agreement for as long as such
Confidential Information remains a trade secret This
Section S(c) is subject to Chapter 119, also known as
the Public Records Law.
6. Term and Termination: Mil!ration.
(8) Term. This Agreement shall commence
upon the Effective Date and remain in effect for an
initial term of three (3) years (the "InitUd TermtJ),
unless terminated sooner in accordance with this
Section 6. This Agreement may be renewed for one (1)
additional two (2) year period (a "Renewal Tel''''''),
upon mutual agreement by the parties in writing;
provided, however, that Client:
(i) is not in breach of this Agreement and is
current on all amounts due Licensor under this
Agreement;
(ii) gives Licensor written notice of Client's
intention to renew at least ninety (90) days
prior to the expiration of the Initial Term; and
(iii) acknowledges and agrees that: (1) such
Renewal Term will be at Licensor's then-
current rates and Client will also be
responsible for all Fees and expenses
associated with any additional Services agreed
upon between the parties at Licensor's then-
current rates; (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 T enn.
(b) Termination. This Agreement may be
tenninated by: (i) Licensor pursuant to Section 4(d) or
Section 8(a); or (ii) either party if the other party
breaches any material term and fails to cure such
breach within thirty (30) days after receipt of written
notice thereof. If Client terminates the Agreement for
Licensor's breach in accordance with this Section 6(b),
Licensor shall refund to Client, within forty-five (45)
days of the effective date of such termination, any
prepaid but unearned Fees paid to Licensor in advance
by Client.
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October 28, 2008 I
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CONFIDENTIAL
(c) Events Upon Expiration, Termination.
Upon the expiration or termination of this Agreement
for any reason, Client shall: (i) promptly cease all use
of the Licensed Technology; (ii) promptly discontinue
providing access to and remove all links to the
Licensed Technology; (iii) within ten (10) business
days after expiration or earlier termination of this
Agreement, return to Licensor, or upon Licensor's
request, destroy, all copies of the Licensed
Technology in Client's. its Affiliates and the Service
Providers' possession or control; and (iv) certify
within fifteen (15) business days to Licensor in
writing that it has done all of the foregoing after
expiration or earlier termination of this Agreement.
Upon any expiration or termination of this Agreement,
Licensor shall invoice Client for all accrued Fees,
including, without limitation, the amount of any
implementation and migration fees earned by the
Licensor as specified in the Statement of Work, and
all reimbursable expenses. and Client shall pay the
invoiced amounts, including from previously issued
invoices, in accordance with Section 218.70, Florida
Statutes, also known as the "Local Prompt Payment
Act".
(d) Migration. During the term of this
Agreement. Licensor may design and put into
production a new version of the Software, including
which operates on another platform, with respect to
each type of Software listed in the relevant
Statement(s) of Work, "New Software") that is
intended to replace the then-current version of the
Software. Client acknowledges and agrees that during
the term of this Agreement Client shall negotiate in
good faith with Licensor with respect to any proposal
made by Licensor relating to migration of the Client to
the New Software.
(e) SurvivaL Except as otherwise set forth
herein, in the event of termination of this Agreement
for any reason, the provisions of Sections 2(t),(j), 5,
6(c), 7(e),(f), 8. 9, 10. II, 13 and 14, as well as all
payment obligations, shall survive.
7. Limited Warranties and Disclaimer.
(a) Software Warranty. Licensor warrants
that the Licensed Software will perform in all material
respects in accordance with the Documentation when
used in accordance with the terms of this Agreement
on the hardware and with the third-party software
specified by Licensor from time to time. Client's sole
remedy for any breach by Licensor of the warranty
6
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provided in this Section 7(a) shall be replacement of
the nonconforming Licensed Software, at Licensor's
sole expense, as described herein. If Client discovers
that any Licensed Software fails to conform to the
warranty provided in this Section 7(a), Client shall
give Licensor written notice of such nonconformity
within thirty (30) days after delivery of the Licensed
Software or component thereofto Client and promptly
after such discovery (and, in no event later than five (5)
business days after expiration of the Warranty Period
(as defined below). Licensor shall deliver to Client
replacement Licensed Software, a work-around andlor
an error/bug fix as may be necessary to correct the
nonconformity. In the event that Client gives Licensor
notice of an apparent nonconformity that Licensor
reasonably determines is not due to any fault or failure
of the Licensed Software to conform to the warranty
provided herein, all time spent by Licensor resulting in
such detennination, including time spent attempting to
correct the problem, shall be charged against Client's
client service hours, or, if client service hours have
been exhausted, charged to Client at Licensor's then
current hourly rate for such services.
(b) Services. Licensor represents and
warrants that the Services shall be performed in a
professional and commercially reasonable manner
consistent with the standard of care exercised by
Licensor in performing similar services for other
clients. Client's sole remedy for breacb of this
warranty shall be re-performance of the
nonconforming Services, provided that Licensor must
have received written notice of the nonconformity
from Client no later than thirty (30) days after the
original performance of the Services by Licensor.
(c) Software Virus. Licensor warrants that,
to the best of Licensor's knowledge, prior to its
delivery to Client, the Licensed Software does not
contain any programming devices (e.g., viruses, key
locks, back doors, trap doors, etc.) which would: (i)
disrupt the use of the Licensed Software or any system,
equipment or software to which Client's networks are
interfaced or connected; or (ii) destroy or damage data
or make data inaccessible or delayed, except for file
and purge routines necessary to the routine
maintenance of the Licensed Software (collectively,
"Disabling Code"). Licensor will use reasonable
practices and security procedures necessary to avoid
insertion of Disabling Code prior to the delivery of the
Licensed Software to Client and, as Client's sole
,,-
Agenda Item No. 16E21
October 28,2008
Page 10 of 59
CONFIDENTIAL
remedy, shall remove any such Disabling Code so
inserted, at Licensor's cost and expense.
(d) Authority. Each party represents and
warrants that it bas full power and authority to enter
into this Agreement and grant the rights granted herein.
(e) Disclaimer. EXCEPT AS OTHERWISE
EXPRESSLY STATED IN TInS AGREEMENT,
LICENSOR MAKES NO WARRANTY OR
REPRESENTATION WHATSOEVER, EITIIER
EXPRESS OR IMPLIED, WITH RESPECT TO TIm
LICENSED TECHNOLOGY OR SERVICES,
INCLUDING QUALITY, PERFORMANCE,
MERCHANT ABILITY, FIlNESS FOR A
PARTICULAR PURPOSE OR NON-
INFRINGEMENT. NO LICENSOR AGENT OR
EMPLOYEE IS AUTHORIZED TO MAKE ANY
EXPANSION, MODIFICATION OR ADDITION TO
THIS LIMIT A nON AND EXCLUSION OF
WARRANTIES IN TInS AGREEMENT. Licensor
shall not be responsible for: (i) any non-conformities
of the Licensed Software with Documentation,
omissions, delays, inaccuracies or any other failure
caused by Client's, its Affiliates' or any Service
Providers' computer systems, hardware or software
(other than the Licensed Software), including by
interfaces with such third party software, or any
inaccuracies that such systems may cause within the
Licensed Software; (ii) any inaccuracies in or failures
of the Licensed Software to conform to the
Documentation arising out of the use ofa version or
release of the Licensed Software other than tbe most
recent version or release provided to Client by
Licensor; (iii) any data that Licensor receives from
Client or third party sources, including its PPOs, and
including the data's accuracy or completeness, or
Client's claim handling decisions; or (iv) the Licensed
Software to the extent it is modified by anyone other
than Licensor. To the extent the Licensed Software
utilizes Internet systems to transmit data or
communications, Licensor disclaims any liability for
interception of any such data or communications,
including of encrypted data. Client agrees that
Licensor shall have no responsibility or liability for
any damages arising in connection with access to or
use of the Licensed Technology by Client, its
Affiliates or Service Providers other than as
authorized by this Agreement. Licensor is also not
responsible for the reliability or continued availability
of the telephone lines and equipment used to access
the Licensed Software.
7
(f) Tbird-Party Websitea. The content of
third party Websites, systems, products or
advertisements that may be linked to the Licensed
Software are not maintained or controlled by Licensor.
Licensor is not responsible for the availability, content
or accuracy of third party Websites, systems or goods
that may be linked to, or advertised on, the Licensed
Software. Licensor does not: (i) make any warranty,
express or implied, with respect to the use of the links
provided on, or to, the Licensed Software; (ii)
guarantee the accuracy, completeness, usefulness or
adequacy of any other Websites, systems, products or
advertisements that may be linked to or referenced in
the Licensed Software; or (Hi) make any endorsement,
express or implied, of any other Web sites, systems,
products or advertisements that may be linked to or
referenced in the Licensed Software.
(g) Warranty Period. The representations
and warranties contained in this Section 7 shall be in
force, as to each version or release of the Software, for
a period of one (1) year after it is first delivered or
otherwise made available to Client by Licensor (the
"Warranty Period").
8. Indemnification bv Licensor.
(a) Indemnification. Licensor agrees to
indemnify, defend, settle, or pay any claim or action
against Client, its Affiliates, and their officers,
directors, members, managers, shareholders, and
employees for infringement of any U.S. patent or
copyright arising from Client's use in accordance with
this Agreement of the Licensed Software. If the
Licensed Software or any part of the Licensed
Software is held to infringe and the use thereof is
enjoined or restrained or, if as a result of a settlement
or compromise, such use is materially adversely
restricted, Licensor shall, at its own expense and as
Client's sole remedy therefore, either: (i) procure for
Client the right to continue to use the Licensed
Software; or (ii) modify the Licensed Software to
make it non-infringing, provided that such
modification does not materially adversely affect
Client's authorized use of the Licensed Software; or
(Hi) replace the Licensed Software with a fWlctionally
equivalent non-infringing program at no additional
charge to Client; or (iv) ifnone oftbe foregoing
alternatives is reasonably available to Licensor,
tenninate this Agreement and refund to Client any
prepaid but unearned Fees paid to Licensor in advance
by Client prior to the effective date of the termination.
Agenda Item No. 16E21
October 28, 2008 I
Page 11 of 59
CONFIDENTIAL
(b) Exclusions. Licensor's indemnification
obligations under Section 8(8) shall not apply where
the claim is based in whole or in part on: (i)
modifications to the Licensed Software or any
component thereof made by anyone other than
Licensor; (ii) use of any Licensed Software in
combination with a product not supplied by Licensor;
(iii) use of any Licensed Software other than in
accordance with this Agreement or the Documentation;
or (iv) use of a version of the Licensed Software other
than the most recent version or release provided to
Client by Licensor.
(c) Conduct. Licensor shall have the sole
right to conduct the defense of any such infringement
claim or action and all negotiations for its settlement
or compromise, and to settle or compromise any such
claim. Client agrees to cooperate BOd ensure that its
Affiliates cooperate with Licensor in doing so. Client
agrees to give Licensor prompt written notice, in no
case longer than within seven (7) days of receipt or
discovery, of any threat, warning, or notice of any
such claim or action, with copies of any and all
documents Client, its Affiliates or Service Providers
may receive relating thereto.
9. Indemnification bv CUent.
Subject to Section 768.28, Florida Statutes, pursuant
to authority in Article 10, Section 13, Florida
Constitution (1968), Client agrees to indemnify,
defend and hold harmless Licensor, its Affiliates, and
all their officers, directors, members, managers,
shareholders, employees and other agents for and
against any damage, cost, liability, expense, claim,
suit, action or other proceeding, to the extent based on
or arising in connection with any breach of this
Agreement by Client, its Affiliates or the Service
Providers.
10. Limitation of Liability.
(a) Disclaimer. IN NO EVENT WILL
LICENSOR BE LIABLE UNDER OR IN
CONNECTION WITH THIS AGREEMENT FOR
INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL
OR CONSEQUENTIAL DAMAGES IN ANY
ACTION ARISING FROM OR RELATED TO THIS
AGREEMENT, WHETHER BASED IN
CONTRACT, TORT, INTENDED CONDUCT OR
OTHER WISE, INCLUDING WITHOUT
LIMITATION, DAMAGES RELATING TO THE
LOSS OF PROFITS, INCOME, GOODWILL OR
REVENUE, COSTS INCURRED AS A RESULT OF
8
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DECISIONS MADE IN RELIANCE ON TIlE
LICENSED TECHNOLOGY, LOSS OF USE OF
THE LICENSED TECHNOLOGY OR ANY OTHER
SOFfWAREOROTHERPROPERTY, LOSS OF
DATA, THE COSTS OF RECOVERING OR
RECONSTRUCTING SUCH DATA OR THE COST
OF SUBSTITUTE SOFTWARE, SERVICES OR
DATA, OR FOR CLAIMS BY THIRD PARTIES,
EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
(b) Limitation of LiabiUty. UNDER NO
CIRCUMSTANCES SHALL LICENSOR'S
AGGREGATE MAXIMUM UABlLITY UNDER
OR IN CONNECTION WITH THIS AGREEMENT
EXCEED THE PAYMENTS ACl1JALL Y MADE
TO LICENSOR HEREUNDER DURING TIlE
TWELVE (12) MONTHS PRECEDING THE DATE
ON WHICH ANY CLAIM IS MADE AGAINST
LICENSOR.
11. PubUcitv.
Neither party shall issue a general press release
naming the other party regarding the existence of this
Agreement, without the prior written consent of the
other party.
12. Foreln Use.
If Client chooses to access the Licensed Software
from outside the United States, it is responsible for
compliance with foreign and local laws. The Licensed
Technology is not available through Licensor or its
Affiliates to any Restricted Entity. Client represents
and warrants that it is not a Restricted Entity and is not
using the Licensed Technology on behalf of or for the
benefit of a Restricted Entity.
13. Records.
Client shall use reasonable efforts to maintain records
regarding its use of the Licensed Technology,
including, without limitation, the name and
usemame/user identification and password of each
Seat, (collectively, the "Records"). Client shall
maintain such Records during the term of this
Agreement and for two (2) years thereafter. At
Licensor's expense, Licensor (or at Licensor's election,
its representatives) shall have the right to examine,
inspect and audit Client's offices, infonnation systems
and Records, and make extracts of information and
copy any part of the Records at any reasonable time
during nonnal business hours upon ten (10) business
days' notice to Client in order to monitor Client's
Agenda Item No. 16E21
October 28, 2008
Page 12 of 59
CONFIDENTIAL
compliance with this Agreement. If any such audit
reveals that Client bas more (i) Seats accessing or
using the Licensed Technology, or (ii) transactions
than Client has paid for during the period to which the
audit relates (as determined prior to the
commencement of the audit), then Client shall
promptly pay for such additional Seats or transactions,
as applicable (beginning from the date offlISt access
by eacb additional user or flISt additional transaction)
at the rates set forth in the applicable Statement(s) of
Work, and the reasonable cost of such audit shall be
borne by Client; provided that Licensor shall make
reasonable efforts to ensure that audit hours are Dot
unnecessarily charged to Client In addition, if any
such audit reveals that Client bas more five percent
(5%) or more Seats accessing or using the Licensed
Technology or transactions than for which Client has
paid, Licensor shall have the right to charge Client
interest in accordance with Section 218.70, Florida
Statutes, also known as the "Local Government
Prompt Payment Act, on all amounts payable by
Client for such additional Seats or transactions, as
applicable.
14. GeneraL
(a) Client shall not have the right to assign,
transfer, or sublicense any obligations or benefit under
this Agreement without the prior written consent of
Licensor. Except as otherwise provided herein, this
Agreement shall be binding on and inure to the benefit
of the respective successors and permitted assigns of
the parties.
(b) Any notice required or permitted to be
delivered pursuant to this Agreement shall be in
writing and shall be deemed delivered: (i) upon
delivery if delivered in person; (ii) three (3) business
days after deposit in the United States mail, registered
or certified mail, return receipt requested, postage
prepaid; (iii) upon transmission if sent via facsimile,
with a confl1lD8tion copy sent via overnight mail; or
(iv) one (I) business day after deposit with a national
overnight courier, in each case addressed to the
following addresses:
If to Licensor:
CS STARS LLC
Attn: Executive Vice President
Professional SelVice
500 West Monroe Street
Chicago, IL 60661
Facsimile: (312)627-6590
9
I"" ',... >_~~.,<
With a copy to:
CS STARS LLC
Attn: Corporate Counsel
500 West Monroe Street
Chicago, IL 60661
Facsimile: (312)627-6590
If to Client:
Collier County Government
Attn: Jeff Walker
3301 E Tamiami Trail, Building D
Naples, FL 34112
Phone: (239) 252.8906
or to such other address as may be specified by either
party hereto upon notice given to tbe other.
(c) The failure of either party to enforce any
of its respective rights under this Agreement at any
time for any period shall not be deemed or construed a
waiver by such party of such rights.
(d) Notwithstanding any provision hereof, for
all purposes of this Agreement each party shall be and
act as an independent contractor and not as partner,
joint venturer or agent of the other party and shall not
bind nor attempt to bind the other party to any contract
or other undertaking.
(e) No changes or modifications to or waivers
of any provision of this Agreement shall be effective
unless evidenced in a written amendment that is
signed by authorized representatives of both parties.
(I) In the event that any provision of this
Agreement shall be determined to be illegal or
unenforceable, such provision shall be limited or
eliminated to the minimum extent necessary so that
this Agreement shall otherwise remain in full force
and effect and enforceable.
(g) This Agreement shall be governed by and
construed in accordance with the laws of the State of
Florida without regard to the conflicts of laws
provisions thereof.
Agenda Item No. 16E21
October 28, 2008
Page 13 of 59
1
CONFIDENTIAL
(h) Headings herein are for convenience of
reference only and shall in no way affect interpretation
of the Agreement.
(1) Licensor shall have no liability for any
failure or delay in performance of its obligations under
this Agreement because of circumstances beyond its
reasonable control, including without limitation, acts
of God, fires, floods, earthquakes, wars, civil
disturbances, terrorism, sabotage, accidents, unusually
severe weather, labor disputes, governmental actions,
power failures, viruses that are not preventable
through generally available retail products, inability to
obtain labor, material or equipment, catastrophic
hardware failures, usage spikes, attacks on Licensor's
server, or any inability to transmit or receive
information over the Internet, (each, a "Force Majeure
Event") nor shall any such failure or delay give Client
the right to terminate this Agreement.
(j) Client acknowledges that its breach of this
Agreement may cause irreparable injury to Licensor
that may not be adequately compensable in money
damages, and for which Licensor shall have no
adequate remedy at law. In the event of breach of
Sections 2 or 5 of this Agreement, Licensor shall be
entitled to seek equitable relief to protect its interests,
including but not limited to preliminary and
permanent injunctive relief. Client hereby waives any
requirement of the posting of a bond that may apply
for issuance of any injunctions, orders or decrees.
(k) This Agreement takes precedence over any
conflicting statement or provision in any Statement of
Work and any other document furnished by Licensor.
This Agreement, including all Exhibits hereto, 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
with respect to the subject matter hereof.
(l) This Agreement may be executed in
counterparts, each of which will be deemed an original
but all of which together shall constitute one and the
same Agreement.
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Agenda Item No. 16E21
Page 14 of 59
IN WITNESS WHEREOF, the parties bereto have executed this Agreement as of the Effective Date.
ATfEST:
Dwight E. Brock, Clerk of Courts
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNfY, FLORIDA
By:
Dated.:
(SEAL)
By:
Tom Henning, Chairman
CS STARS LLC
By:
First Witness
Signature
tTypejprint witness narnet
Second Witness
Typed signature and title
tTypejprint witness namet
Approved as to form and
legal sufficiency:
Assistant County Attorney
11
Agenda Item No. 16E21
October 28, 2008 I
Page 15 of 59 ....
Print Name
FORM CS STARS SOFrW ARE LICENSE AND SERVICES AGREEMENT FOR CORPORATE SOLUTIONS
Versioo; May 10,2007
Page ii
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Agenda Item No. 16E21
October 28,2008
Page 16 of 59
CS STARS
CS 5T ARS Statement of Work
#1 for Collier County Board of
County Commissioners
------------------
-----111----------
-----------....
Brett Greenway, SenIor Account Manager
CS STARS LLC
3475 Piedmont ReI., Suite 1200
Atlanta. GA, 30305
Phone: 404.995.3016
Fax: 404.995.3017
EmalI: bgreenway@csstars.com
October 9. 2008
Version 1
This docwnent contains proprietary and confidential business infonnation and is intended solely for
employees of Client. No portion may be reproduced or shared with consultants or other third parties
without advance written permission from CS STARS LLC.
PIge 1 of 14
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Agenda Item No. 16E21
October 28, 2008
Page 17 of 59
II
CS STARS
Table of Contents
1. Maintenance Services and Support ............................................................................................. 3
A. Software Product Ueenses and Maintenance ...............................3
B. Advanced Features and Universal SoIutions.................................3
C. Custom Software Malntenance.........................................................4
D. Technical Services........................,.....................................................5
E. Scheduled Data Processing Services .............................................5
F. Ongoing Training ................................................,.........................."...6
G. Ongoing Services and Travel............................................................ 7
3. Pricing and Invoice Schedule ................................................. ................. ............................... ..... 8
4. Statement of Work Approval...... ....................... ............ .......... ............. ....... ......... ...... .................. 8
Data Conversion and Scheduled Data Processing Services Appendix....................................... 9
Financial Appe ndix ........ ........ ...... ..................... .............. .................. ....... .... ....... ......... ...................... 14
Page 2of14
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Agenda Item No. 16E21
October 28, 2008
Page 18 of 59
CS STARS
S1atementofWork#1 forSTARSlM Software
This Statement of Work #1 ("Statement of Work") describes services to be performed by CS STARS LlC ("CS
STARS") for Collier County Board d Commissioners rctlenr). This Statement of Work Is subject to all the
terms and conditions of the Software Ucense and Servloes Agreement entered into by the parties on
November 24, 2008 (the "Agreement").
This statement of Work is effective on November 24. 2008 (the "SOW # 1 Effective Date") and will remain In
effect through November 23, 2011 unless tennlnated sooner In acoordance with the Agreement.
Any capitalized terms not defined In this Statement of Wort< shall have the same definitions 88 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 desaibes the sarvices lnduded for the ongoing maintenance of this account.
CS STARS will license the following software to Client In accordance the terms and condltions of the
Agreement:
A. Soflwar9 Product Licenses and Malrdlenance
!l STA~SlM P~lo~_Edm~~ : .;.
i Upgrades .
I
,
,
9 named User licenses
Version 8.10 of STARS1M Professional Edition.
Any Upgrades to the STARS 1M So1\ware for the Edition licensed
under the Agreement that are generally released during the term of .
this Statement of Work. Any Client Support Hours used 10 Install
Upgrades will be applied against Client's ongoing Client Support
Hours.
:
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_.~.. ...J
Migrations (for non-
Enterprise clients only)
. Migrations to new CS STARS software platforms are not Included
In this Statement of Work and will require an additional SOW 0.9.
migration from STARSTM Professional Edition to STARSTM
Enterprise).
. Client may contact its CS STARS service representative to obtain a
pricing indication for a migration to a new CS STARS software
p1atfonn.
;
___._.i
B. Advanced FeaIures and Universal Solutions
This secIlon provides details about advanced system features included In this Statement of Work.
Page 3or14
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Agenda Item No. 16E21
October 28,2008 L
Page 19 of 59
CS STARS
Maintenance of Advanced Maintenance services relatec:llo Advanced Features and
Feature. and Universal Solution. Universal Solutions included In attached Projed Soope and
Deliverables section wlll be applied against the Client Support
Hours. If set Client Support Hours are depleted. additional Client ,
Support Hours will be charged as Incunecl.
Advanced Features Used:
, Custom Letters
Events and Validations
Maintenance services related 10 Advanced Features will be
applied against the Client Support Hours. If set Client Support
Hours are depleted, additional Client Support Hours will be
dlarged as 11lCl.ITed.
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~ --.....;
Universal Solutions Used:
; None
Maintenance services related to Universal Solutions wlll be
applied against the Client Support Hours. If set Client Support
Hours are depleted, additional CHent Support Hours will be
dlarged as incurred.
._...J
C. Custom ScJflwant Maintenance
Maintenance of Custom Sotutlons
Maintenance services related 10 custom plug-Ins Included In
attached Project Scope and Deliverables section are Included in
this Statement of Wort<.
- _.~ ...~. "..,..
j ~~:~~ ._.._u_____.. __ ... .
I
! .. .'-- . .. -..........--.
;[ Custom Plug"'n 1
! '-' ....--.-----. ..-.--.... ....-
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Agenda Item No. 16E21
October 28,2008
Page 20 of 59
CS STARS
D. Technical Services
ASP Setup
Client Data wiD be
hosted on CS
STARS's servers I
during the term of this '1
Statement of Work. !
,
, 200 Megabytes for storage for up to 25,000
claim records are Included. Total storage shan
nol exceed 6.200 megabytes.
. 6 additional gigabytes of storage for all other
data, Including, but not limited to transactions,
attachments and any supplemental custom
tables.
I Additional storage can be purchased at a rate
of $1000 per one gigabyte of storage.
, Backups of Database one time nightly
, Standard AudltlMonltor1ng feature is not
enabled in STARS'lM.
I Client requested Data Recovery Services can
be purchased at CS STARS's lt1en-current rate
for such services at the time of the request.
. Client Is responsible for allowing appropriate
lirewaII access to STARSTM ASP environment
j
Installation, maintenance, tuning, administration or enhancement of Client system environment, networ1<s,
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.
E. Scheduled Data ProcessIng Services
Fees charged by data providers for lt1e 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.
Standard Data Processing: The CS STARS standard turnaround time for non-daily and non-weeldy
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 wiD take place during
CS STARS's nonnal business hours. Unless specifically stated otherwise. the Scheduled Data
Processing Services deliverable relates only to loading data Into the Ucensed Software, but not any
extracts of such data.
Page 5of14
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Agenda Item No. 16E21
October 28, 2008 I
Page 21 of 59 '.
CS STARS
,. .._.___..ww _"._.
II I
: _ ~ata ~.u~._.._ ______...1
Johns East8m
For additional details regarding Scheduled Data Processlng Services. please see Data Conversion and
Scheduled Da1a Processing Services Appendix.
F. Ongoing Training
Travel for ongoing training wUl be billed as Incurred unless included in Ongoing Services and Travel section.
Instructor Led
Training
Uve Instructor led training for
groups of aient users.
, 1 day (8 hours maximum per day) of
onslte Instructor led training for up to
15 colleagues per year at Client's
Naples location or at a CS STARS's
training facility.
, Configuration of standard training
materials
Users Conference
Fees
Registration fees for CS STARS
Users Conferences Included
, 2 registration fees are included in this ;
Statement of Work.
-_.__. - ._. ..-.,-__ .___ __..__.. _"..__w"____ _~~ __ ....'_. .._..
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Agenda Item No. 16E21
, 0
Page 22 of 59
CS STARS
G. OngoIng ServIces and Travel
Client Support, Account
Management .nd Consulting
Services
Ongoing Travel
-
Package of 125 annual Client Support Hours Is Included In
this Statement of Wor1<. Client may pr&-purchase additional
Client Support Hours packages In advance of the ccmpIete
erosion of any package at the same rate that Client Is
charged for such ClIent Suppa1 HolR"S In the initiai package.
. Additional ServIce Hours purchased by Client after all Client _
Support Hours have been eroded will be billed as Incurred at :
CS STARS' thel1-CUlT8flt ra1B at the time of the request I
, Support Is offered during CS STARS nOlTTlal business hours. !
, Customer support, account management and consulllng
services relatec:Ilo maintenance and ongoing use of the
Software. Examples Include, but are not limited 10, service
time spent on: Upgrades, migrations, user assistance with
features, troubleshooting, testing, project management,
issues management, stewardship meetings, account
management, report configuration, data reconciliation, Third
party Administrator dalm takeover analysis; changes to
existing workIIows or system setup; oonsutllng related to
changes to custom solutions, changes to data oonverslons
or changes to reports; technical assistance, creation of
events and validations, maintenance of custom reports,
status calls, meetings and Documentation.
-~ . ._.._..~ _.. -. ..-.._..~..... _. ~--_.
. Travel may be required for Services Including, but not limited !
to, training, wor1<ing meetings, stewardship meetings, project '
meetings, and technical services required for Upgrades or
Installations.
. 2 trips for 2 team members for up to $750 per person are
Included. Additional travel will be billed as incurred.
..J__
Page 7 cl14
Agenda Item No. 16E21
October 28, 2008 I
Page 23 of 59 ,
CS STARS
3. Pricing and Invoice Schedule
See Financial Appendix for additional billing detaHs. Fees do not include applicable taxes. All fees are subject
to U.S. State Sales Tax. where applicable.
t:ar 1 Fe.. il:ooo
Il ~e~r 2 Fe.. _Jr1~:,
it Vear 3 F"S__ J $81.000
'1' Billed on SOW #1 Effective .
· Date.
,-.---; .----.----------.--.---- ..
, ___. __ J ' ~::~ 24, 20?S.
l' ___~~;;;24,2010., ___
4. Statement of Work Approval
This offer wiD expire on November 23, 2008.
IN WITNESS WHEREOF, the undersigned have duly executed this Statement of WOr1<, or have caused
this Statement of Wort< to be duly executed on their behalf as of the SOW #1 Effective Date.
Collier County Board of Commissioners
CS STARS LLC
Name
NlIITMt
Signature
Signature
Title
TItle
Date
Date
AT'l'Bft
DWlIIltB. ....11.
BY:
fyJ ti==_"~~".."".~'>:"c,:,. ., .'
------~....~_...-.-
1l .~ ..~. . ~
.::.~~,;l;,..~~~,;; :~,:~..:l~;;;l. ., ~"*~.I'".-H:~V
;.7 ........_~.M~
Page 8 01'14
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Agenda Item No. 16E21
October 28,2008
Page 24 of 59
CS STARS
Data Conversion and Scheduled Data Processing Services Appendix
The following further explains the Data Conversion Services deliverable.
~ , 1?:: :--- " ......
.. . . . ~.. , \" / .~
Client Is responsible for facilitating delivery of Client
Data to cs STARS from all data providers, Including
a layout definition or data dictionary.
Client is responsible for faclHtating delivery of control
total repor1s to CS STARS for each data provider.
CUmulative claims data conversion
All Client Da1a provided to CS STARS must be
encrypted using the NISTIAES or DES standards. CS
STARS will provide the public keys and the methods
used for encryption. This policy pertains to all Client
Data sent electronically or physically to CS STARS.
Not all data providers are able to provide all data
components for data conversions. Prior to execution of
this Statement of Work, ClIent Is responsible for
verifying that all of Cllenfs data providers are able to
provide such data components.
Fees charged by data providers are not included in 1his
Statement of Work and shall be payable by Client
diredly to 1he data providers.
In the event that con1rol total reports are not available
for a data provider, Client must provide written approval
of agreement with CS STARS on a method of
reconciAatlon.
A cumulative claims data conversion consists of claim
indicative data (name, address, loss date, etc.) and
summary lInanclals only and does not include other
data elements (adjuster notes, OSHA ntCOrds, contacts,
andlor historical detaHed payments I reserve
transactions).
Historical detailed transactions are only included If the
component entitled "Historical transaction data
conversion" is selected in the Statement of Worit.
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P8ge 9 or 14
Agenda Item No. 16E21
October 28, 2008
Page 25 of 59
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CS STARS
Historical transaction data conversion
Historical transaction data conversion includes detailed
historical payment and reserve transactions only.
In the e\'etrt of an imbalance between claim summary
financials and detaIied transactions, lt1e claims may be
balanced to the transactions or vice versa. dependent
on feedback from lt1e data provider and Client
Fees charged by data providers are not included in this
Statement of Work and shall be payable by Client
directfy to the data providers.
Data associated with history of check processing and
printing is not included in an hls10rical transaction
conversion.
Data associated with historical medical billlnvoicelline
item conversion is not included In an hIstorical
transaction conversion.
CS STARS will worn with Client to develop data
mapping and transfonnation rules.
cs STARS cannot fabricate data based on the source
data or other factors.
CS STARS will develop data conversion program(s)
and processes.
CS STARS will only develop data conversion
program(s) and processes for data conversion
components explicilly listed in the Statement of Wort<:.
Additional data conversion components may be added
to project scope, but an additional fee will apply and the
timeframe of the project may change accordingly.
I Some information may not be available through the
i da1a provider, If the data is available, the data provider
may charge Client an additional fee that is not included
in this Statement of Work
CS STARS will maplintegrate the Client Data Client may need to provide assistance in claim
received from aD data providers Into a single matching activities.
repository and match claims between data providers, Thl ,..;,Jit" d t I cl d cia' tchi data
If needed. I s a""....1 oes no n u e 1m rna ng or
, Issue resolution associated with a Carrier or TPA
takeover of claims from another Carrier or TPA unless
that activity Is explicitly listed as a deliverable In this
Statement of Wort<:.
Page 10of14
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Agenda Item No. 16E21
October 28, 2008
Page 26 of 59
CS STARS
CS STARS war pertcrm three (3) data Ioadslnto the
STARSlM database: one Initial load Into the Test
STARSlM database, one additional load containing
revisions into the Test STARSlM database, and one
final load Into Production.
CS STARS will perform the foUowing quality control
activities: reconciliation to control total reports
provided by data providers; validation of incoming
data codes (locations. cause, nature of injury, body
part, pay types, etc.); validation of STARS standard
business rules; reconclliatlon of an exceptions
produced during loads Into the STARS database;
completion of unit testing on converted data as
defined in the Data Operations Standard Test Plan
CS STARS will provide documentation of converslon
results.
Any time spent by CS STARS to avate more than the
three (3) specified data loads will be charged against
!he Client Support Hours or, If all Client Support Hours
have been eroded, all time spent will be charged to
alent at CS STARS's then-aJnent rate for such
services.
WIthin ten (10) business days r:Jthe date that CS
STARS forwards the mappings to Client, Client shall
reviewltest the mapplng(s) and either: (a) inform CS
STARS of any necessary revisions to the mappings or
(b) sign-off on the mappings by signing the a Data
Conversion Mapping Closure document (the "Mapping
Closure"). In the event that CS STARS does not
receive either a signed copy of the Mapping Closure or
Client's requested revisions by such date, the mappings
will be deemed approved by Client.
STARSTM Standard Business Rules and Data
Operations Standard Test Plan are available upon
request.
Conversion result documentation Includes the following:
. Recondliatlon results between control total
reports and data conversion reports and
documented explanation of dlsaepancles, If
needed
. STARSTM Gate reports
. STARSlV Update reports
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Page 11 ClI'14
Agenda Item No. 16E21
October 28, 2008
Page 27 of 59
l
CS STARS
The following further explains the Scheduled Data Processing Services deliverable.
Da1a ProcessIng Components
- - . ~- -" -.
- -
Ongoing data processing includes the following
activities, which are all based on control total reports
and Client Data provided by Client and/or its data
providers:
Ongoing da1a conversion processing, source data
validation, and update of data from Caniers or TPAs
Into STARSlM orClalmSulteThl.
Financial reconciliation with control total reports.
Minor code changes in conversion routines to address
new business needs for Client. I.e., new location is
added to structure
Resolution of code errors with the carrier f TPA
Resolution of claims that are missing or have been
dropped from the Canier f TPA feed
Troubleshooting data related issues with the Cartier /
TPA
Sd1eduled Dally loads Into the STARS ThI database
Not all data providers are able to provide all data
components for da1a processing. Client is responsible
for confirming the frequency and data components
with Its data providers. In addition, If the data is
available, the data provider may charge Client an
additional fee that is not Included In this Statement of
WorK and shall be payable by Client direclly to Its data
providers.
CIaIm-onIy data updates do not include detailed
payment and reserve transactions. CS STARS builds
a single cumulative transaction per financial category
(I.e. Medical, Expense, and Indemnity) for each claim
to allow for prior valuation or loss development
reporting.
In the event of an irroalance between claim StI'11rT1ary
financials and detailed transactions during a detailed
transaction update, the claims may be balanced to the
transactions or vice versa, dependent on feedback
from the data provider and Client.
Takeover claim projects (i.e. one carrierffPA assumes
the claims for another carr1erfTPA) require a new
Statement of WorK or Wen Order and wia either
require an additional fee or erode Client Support
Hours. In the event that a takeover is not
communicated to the Data Operations Center in
advance, time spent to correct data integrity issues will
be billed as incurred at CS ST ARS's then-cunent
rates for such services.
Client-requested changes to a data conversion after
the data conversion has moved into production are not
included in ongoing data processing activities and will
be billed as incurred at CS STARS then-current CS
STARS's rate for such services at the time of the
request.
Changes to the layout of the incoming data feeds that
are dictated by the Carrier / TPA requiring additions or
changes to data conversion routines
Investigation of data quarrty issues with the data
provider and correction of these elT'Ol"S through CS
STARS programming efforts win be billed as incurred.
Daily loads are performed once daily during an agreed
upon nightly window.
Page 12of14
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Agenda Item No. 16E21
October 28,2008
Page 28 of 59
CS STARS
-~ ",1~'
- p _.~.~ , .
cs STARS will perform scheduled loads Into the
STARSTM database during an agreed upon time
frame.
Scheduled data processing turnaround time
Data Quality Control includes only: reconciliation to
control totals provided by Client's data providers; paid
financial and claim count trending, Including
investigation of discrepancies, validation of incoming
data codes (locations, cause, nature of Injury, body
part, pay types, etc.); validation of STARS TM standard
business rules; rec:onclliatlon of all exc;eptlons
produced durtng loads into the STARSlM database;
resolution of claims that are missing and/or have been
dropped from the data source, all based on control
total reports and Client Data provided by Client and/or
Its data providers.
Initialed: Client
CS STARS
CS STARS's standard data processing schedule is to
perform scheduled non-daily or non-weekly data
updates Into the STARSTM database during CS
STARS's normal business hours (M<may - Friday
8:00 a.m. to 5:00 p.m. CST, except CS STARS
holidays) with minimal disruptions.
Cnent Is responsible for identifying and communicating
an acoeptable scheduled update tlme pel1ocI. CS
STARS Is responsible for notifying Client In advance of
scheduled updates being performed.
Processing outside CS STARS's normal business
hours, Including weekends and holidays, Is available
for an additional fee.
CS STARS's standard turnaround tine for non-daily
and non-weekly scheduled data processing Is three
(3) business days from time of data acceptance at the
CS STARS Data Operations Center.
Shorter turnaround time may be available for an
additional fee.
In the event of data Issues wtth the data provider, CS
STARS can not be held to the turnaround time
specified In the Statement of Work.
Client may be required to provide timely feedback to
notification of discrepancies. invalid codes, exception
reconciliation techniques, and/or missing/dropped
claims In order for CS STARS to meet standard
turnaround time.
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Page 13of14
Agenda Item No. 16E21
October 28, 2008 I
Page 29 of 59 .....
CS STARS
Financial Appendix
MaIn Client Busl.... Contact Information
Business Contact Name Jeff Walker
Business Contact Title Director of Risk Management
Business Contact Address 3301 Tamaimi Trail
Naples, FL 34112
Business Contact Phone (239) 252-8906
Business Contact Fax (239) 530-6401
Business Contact Email Address JeflWalker@colllergov.net
Client BOling Infonnatlon
Billing Contact Name Jeff Walker
Billing Contact Trtle Director of Risk Management
Billing Contact Address 3301 Tamalmi Trail
Naples, FL 34112
Billing Contact Phone (239) 252-8906
Billing Contact Fax (239) 530-6401
BltIing Contact Emall Address JeflWalker@colliergov.net
Client Tax Jurisdiction.
Billing Currency USD
Preferred I nvoicing Method Mail
.If Clienl 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.
Pavrnent Remission Details
ACH WI.. Instructions
Bank: Wells Fargo Bank
Dallas, TX
N3A: 121000248
Account No: 4121269922
CS STARS Lockboxfor Pa
es STARS LLC
P.O. Box 201739
Dallas, TX 75320-1739
Initialed: Client
CS STARS
Page 14of14
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Agenda Item No. 16E21
. October 28,2008
Page 30 of 59
CS STARS
CS Sf ARS Statement of Work
#2 for Collier County Board of
Commissioners
1111111111111111_1111111111111111
111111111111111111111111_111111-
II II 11111111111111111111_11__
Brett Greenway, Senior Account Manger
CS STARS LLC
3475 Piedmont Rd., SUite 1200
AUanta, GA. 30305
Phone: 404.995.3016
Fax: 404.995.3017.
Email: bgreenway@csstars.com
October 9, 2008
Version 1
This docwnent contains proprietary and confidential business information and is intended solely for
employees of Client. No portion may be reproduced or shared with consultants or other third parties
without advance written permission from CS STARS LLC.
Page 1of11
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Agenda Item No. 16E21
October 28, 2008 I.....
Page 31 of 59
CS STARS
Table of Contents
1. Project Scope and Dellverables .. ................................................................................................ 3
A. Migration of Standard System Configuration ................................3
B. Migration of Data Conversion ...........................................................5
C. MIgration of ReportsIReporting........................................................5
D. TrainIng on Enterprise Product........................................................6
E. Project Management... .......... ...... .............. ...... .... ......... ........... ............6
F. Travel..... ...... ......... ....................... .......... .............. .......... ........ ........ ........7
2. Pricing and Invoice Schedule ........... .................. ................................................ .......................... 8
3. Statement of Work Approval..........................................................................................................8
Project Management Appendix.............. ......... ...... ......... ........ ...... ........ ............ .................................. 9
Page2of11
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Agenda Item No. 16E21
October 28.2008
Page 32 of 59
CS STARS
Statement of Work #2 for STARS 1M Software
This Statement of Worle #2 ,Statement of Workj describes services to be performed by CS STARS LLC res
STARS"} for Collier County Board of Commissioners ("Cllent"). This Statement of Wort< Is subject to all the
terms and conditions of the Software Ucense and ServIces Agreement entered into by the parties on
November 24, 2008 (the "Agreement").
This Statement of Wort< is effective on November 24, 2008 (the .SOW #2 E1fectIve Date; and will remain in
effect through Migration Closure (as cIe1Ined herein), unless terminated sooner In accordance with the
Agreement
My capitalized terms not defined in this Statement of Wort< shall have the same definitions as set forth in the
Agreement
1. Prvject Scope and Dellverllbles: Identifiable dellverables Included In this Statement of
Work
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. Project Scope and Deliverables
The following describes all initial Servloes to be performed by CS STARS under this Statement of Work.
Any services or cIellverables not specified in What~ Included In this Deliverable column are expressly
excluded from this Statement of Work.
A. MigratIon of StaI rdard System Configuration
The following deliverables will be contIgured using standard configuration tools In the STARS software.
I
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~
Software migration services to
be performed by a primary
support team that will leverage
resources and experience of
STARS personnel to migrate
Client from STARS n.4
Professional Edition ("STARS
PE" to STARS n.4 Enterprise
r'STARS EnfeIprl..)
System migration services
as follows:
Convert existing STARS PE
database to the STARS
Enterprise database model
, .
i ,
i
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..-.J
. Conversion of all claim records.
. Conversion of all reserve and payment
records.
Conversion of notes and diaries.
Conversion of rolodex records to contact I
records
Conversion of required policy Information
If applicable
Migration of
System
Page 3of11
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CS STARS
I
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-~
I Convert existing screen
I designs for the following
I modules:
[81 Incidents
, [81 Clains
I [81 0c:ctJrrer1m
! [81 Transaction
I [81 Conlacts I Vendors
[8IPo&cy
I ~ Loc:aUon
I
I
__._...J
Migration of Codes
and Fields
Migration of
Sereen Design
I
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I-
,
Migration of
Location Hierarchy
Migration of
Security
Configuration
Migration of
Events and
Validations
Migration of
Interview Entry
Convert codes and oocIe
desaiptions from STARS PE,
suc:tl as cause oodes,
payment types, etc.. into
STARS Enterprise
I
I a
i
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- __ ..J
Convert existing location
hierarchy from STARS PE
account design Into a STARS
Enterprise location s1ructure.
-.J
Setup of user IDs In STARS
Enterpr1se
,
i
I
----J
~ .
) Setup event notl1ica1ions and [
I validations previously
. configured in STARS PE. _ _. ... ___
CS STARS will migrate
existing configuration of
Interview Entry into STARS TM
Enterprise after consultation
with Client and based on
specifications mutuaRy agreed
J ~~~~'_...____ _._
Convert existing field labels as they exist in
STARS PE
Code and Field label clean-up or revamp is :
not included i
The following items are not Included as part
of the Migration Services:
. Replication of My STARS settings
established by each current STARS PE
user.
. Replication of specific search menus
established by each current STARS PE
user
~ --
. Migration Includes C.O.P.E. data
. Location s1ructure reorganization Is not
included In migration services
, Define User Security groups in STARS
Enterprise In order to provide similar
security restriction currently In place in
STARS PE.
a All users win require a valid emaiI address
. This does not Include the configuration of
the Review of Incidents module.
Page4ofl1
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Agenda Item No. 16E21
October 28, 2008
Page 34 of 59
CS STARS
B. MigndJon of Data CorMIrsIon
Migration of the following ongoing data sources to allow for source updates into the STARS Enterprise
database:
i
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i ______u~J
. .... "N0t8:'n,; foUOWIng items are nOt IndLided 'as part of Mlgrittion-servkies aSpSrt"of Oit-::goiiig 'oata-
Sources/conversions as they pertain to migration accounts:
[1='
I~ ~OU...
I
i Johns East8m
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. The migration is not meant to address outstanding issues or change reques1s related to on-going data
feeds. All open items pertaining to on-goIng data feeds must be addressed and closed out prior to the
migration. In the event that these issues are not addressed prior to the migration, the CS STARS
service team Will work with the client to develop a plan to address outstanding items.
. Migration &efVioes do not include programming to account for takeover claims or layoutfformat
changes.
c. PtIgraIIon of R8porIsJReportlng
Migration of existing STARS PE reports as follows:
,
Existing standard I
STARS PE reports I
I
~
Existing STARS PE reports
using STARS PE standard
report templates will be
converted to the STARS
Enterprise database.
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!
.--.J
Previously oonfigurecl My Reports and
Alerts will need to be reconfigurecl by the
Indlvldual user.
, existing Report bursting capabilities for
report distribution Will need to be recreated
by the CLIENT.
Page 5of11
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D. Training on EnIBrprIse Pmcb:t
Agenda Item No. 16E21
0cluber LO, LOGo
Page 35 of 59
I
CS STARS
I
i Instructor Led
, Training I
I i
: ____________----.1
E. Project Management
live Instructor led training for
large groups of ClIent users.
. 1 day (8 hours maximum per day) of
onsite Instructor led training for up to
15 colleagues at Client's Naples
JocatIon or at a CS STARS training
facility.
ConfIguration of standard training
materials
I ·
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_._.____"_.___._.. _.u__,_.J _~ _.._." __ ._._____ ___ _____ .__ _.'
r:~~~~~~m.M
Client User
Acceptance Testing
The Project Management I .
InstilUte's (PMI) best practices I
for managing projec1s via the CS ,
STARSPronl methodology. .
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r
!
Client User Acceptance Testing
is required for approval of all
deliverables outlined in the
Project Scope and Deliverables
section. If Client does not
provide CS STARS with
feedback, the deliverable will be
deemed accepted thirty (30)
days after delivery.
Page 60111
Project schedule indicating estimated
project completion, attical paths and
slack
Project status reports and calls, to
discuss activities completed. activities
scheduled and issues
. Implementation support from the CS
STARS Project Management Office
(PMO)
.._..__..1
. CS STARS will provide Client with
project deliverable for User
AccepIanoe Testing and will provide
Client guidance on the testing process.
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Agenda Item No. 16E21
October 28,2008
Page 36 of 59
CS STARS
rr==-
i Migration Closure
Migration Closure is defined as
the following:
. Client User Acceptance
Testing period has elapsed.
. The dellverables outlined
above are provided In
substantial conformity 10 the
specifications set forth In this
Statement of Work:
. Client is provided a migration
services closure lettsr and any
supporting data validation
documentation created as part
of the dellverables.
. Access to STARS
Professional Edition Is
discontinued
i
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F. Trawl
Travel may be required for Services including, but not limIt8d i
to, training, working meetings, steY/ardshlp meetings, project
meetings, and technical services required tlr the Migration.
1 trips for 2 team members for up to $750 per person are
included. AddItIonal travel will be billed as Incurred.
Page 7of11
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Agenda Item No. 16E21
October 28,2008 I
Page 37 of 59 '.
CS STARS
2. Pricing and Invoice Schedule
See Financial Appendix for additional billing detaiis. Fees do not Include applicable taxes. All fees arll subject
to U.S. State Sales Tax, where applicable.
r ... ---. -----.-.-. ....-.------. -.....--. ..--.. ---.-.-........ ....-. .... '''- _. - .--... ----......-..... .
! ~_~F=_J MI_Fee .. ~___ f ~on~~~
!lY.ar2~e~._J~~Fee_...._ !L~~~.~_ ___.J s.il~~~~~~.2~:.~9 ........
t Ye~~.~_Fee~1. MI~~~ F_8e .. .. .:1 $6,~~.66 . .Jl ~1~~~ve~ber24, 2~10..._ .
3. Statement of Work Approval
This offer will expre on November 23, 2008.
IN WITNESS WHEREOF, the undersigned have duly exeaAed this S1atement of WorK, or have caused
this Statement of Wort< to be duly executed on their behalf as of the SOW #2 Effective Date.
Collier County Board of Commissioners
CS STARS LLC
Name
Name
Signature
Signature
TItle
TItle
Date
Date
Page 80f 12
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Agenda Item No. 16E21
October 28,2008
Page 38 of 59
CS STARS
Project Management Appendix
Engagement Methodology - The CS ST ARSPro TM project management methodology Is a disciplined
approach to project communications and project management and control. It incorporates timely check-
points to ensure Client expectations of deliverables are consistent with CS STARS's expectations.
This engagement methodology requires mutual communications and project management discussions
between CS STARS and Client. this collaboration will appear In the fOlTTl of regular status meetings,
change control procedures as necessary and frequent project progress reports.
Customer Role Review
The Customer Role Review is designed to help CS STARS's clients understand 1helr part In the major acIIvItIes
of a CS STARS project. It ou1lines major milestones. highlights decisions needed from Client and points out
Implications of changes to the project scope.
The following Client roles are recommended for a successful project:
Client Bus/nea Sponsor - this person will be responsible for final approval and signoff on all dellverables.
They will also serve as a point of escaJatlon for any project related risks or Issues.
Client Project Manager - This person will work dlreclly with the CS STARS project manager to manage project
tlmellnes, risks and align Client resoun:es to CXlmplete tasks wtthln the tlmellnes ouUined In the project schedule.
Client Sysf8m Admlnlsttator- ThIs person will be the ongolng resource assigned to maintain I1e STARS"'"
software. They will work directly with the project team to define specifications and understand CXlnfigUration
options selected during Implementation.
Milestones
Project milestones act as thresholds and help to indicate whether a project Is on track to finish as expected.
Specific milestones vary by project, but in general, they are defined as the group of accomplishments, results.
deliverables and events that measure project progress. The following outlines typical project mHestones in a CS
STARS project and provides a high level overview of what the cs STARS team will need from Client in order to
perform CS ST ARS's obligations under this Statement of Work.
Kickoff meeting
Completion of
specifications.
Test environment
established
Transfer of dellverables
from test to production
envlronment
A successful kickoff meeting requires attendance by project sponsor, project
managers and end users. Identification of decision maker or polnt-person during
this meeting is essential. Client and CS STARS will review the Statement of Work
during this meeting to confirm accuracy and completeness of project deliverables.
Engagement during specification process; Client may need to produce semple of
output files or data from legacy system(s) to be Integrated with CS STARS
software.
If Installation is local. hardware for test environment Is to be supplied by Client ASP
installations will include a test environment provided by CS STARS.
Commitment to stnJctured user acceptance testing and signoff on deliwrables at
the conclusion of User Acceptance Testing (UAT). Please note that Client UAT Is
generally required within 2 weeks from Client's receipt of a deliverable from CS
STARS. A delIverable will be deemed accepted Ifnofeedback Is received by CS
STARS within thirty (30) days of delivery to Client
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Page 9Df11
Agenda Item No. 16E21
October 28, 2008
Page 39 of 59
t
CS STARS
Training
Successful training requires a complete audlenoe of stakeholders and end users. If
training Is to be held at Client's facllty. Client will be responsible for seo.Jring a
training Iocalionlroom, I9qUesling staff parlIc:ipation, scheduling, etc.
Decisions Needed
Throughout the project, the CS STARS team will need Client to make choices about the Implementation of the
STARS 1M software. DecIsIons vary by project, but in general, they follow the nature of the decisions outlined in
the table below. Also included in this table is the nature of the Information to be provided by C&ent and a rough
estimate of the timeframe.
System specifications
DecisIons regarding screen designs, security setup and Beginning of project
other system specifications such as custom solutbns
or custom repor1s.
Validation of data
conversion deliverables
Approval and signoff is needed on data mappings and
prior to finalloed of conversion into the system.
Middle of project.
Dedsions regarding third-
party deliverables
Decisions may be required If third-party
datallnfofmallon Is late, Incomplete or misslng.
Middle of project
Signoff on de!iverables
Project sponsor required to sign off on an incremental
deliverables and final implementation within ten (10)
business days of Client's receipt of any deliverable.
Midcle of project and
End of project.
Change Deadlines
Research shows tha1 for every month a project progresses there is a 1 - 2% increase in the scope of the
project. This is evident even in controDed conditions (i.e. project management). Further. as the project
progresses, the cost of change Increases substantially - change becomes more expensive and time-
oonsuming. WIth this In mind, CS STARS recommends placing a limit on change requests through change
deadlines. Please note that change deadlines are recommendations to maintain the project schedule. Mutually
acceptable changes to this Statement of Wor1<: will be outlined in a written amendment to the Statement of Work
and may result in additional cost to Client.
Change control procedures consist at
. Problem Identification (Client)
. Impact Estimation (CS STARS)
. Signoff of change control documentation (Client)
. Change Initiation (CS STARS)
. Change Validation (Client)
. Approvals and Acceptance (Client)
Page 100(11
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Agenda Item No. 16E21
October 28, 2008
Page 40 of 59
CS STARS
The CS STARS project manager works with CHent to define what constlMas a minor change, a change
to existing scope or a change outside scope. Changes allowed will be based on the agreed upon project
timellne and will adhere to the below basic guidelines for all CS STARS projects.
Minor changes
Pennltted up to month prior to -go live-
Changes to existing project scope
Permitted up to the mid point of implementation
Changes outside project scope
Pennltted up to the first quarter point of implementation
Collier County Board of Commissioners
CSSTARSUC
Name
Name
Signature
Signature
Title
Title
Om
Om
AftIft
DWIIIr.r B." ......
BY:
Appl'O'Ved as to torm & Jegal8Ult~Al~ ~
n~ ~~y
~~V Ifl-'''-
.Aldataat Coaat, Attar..-
Page 11 af11
l_
... , ~j\-"'.~---
CS STARS
C5 51 AR5 Statement of Work
#3 for Collier County Board of
County Commissioners
..................
...............1..
........... ... ..
Brett Greenway, Senla- Account Manager
CS STARS LLC
3475 Piedmont Rd.. Suite 1200
AlIanta. GA. 30305
Phone: 404.995.3016
Fax: 404.995.3017
EmalI: bg~csstars.oom
October 9. 2008
Version 1
This document conlllins proprietary and confidential business informatioo and is intended solely for
employees of Client. No portion may be rcproduccd or sbared with consultants or other third parties
without advance written permission from CS STARS LLC.
Pege 1 0/8
Agenda Item No. 16E21
October 28, 2008
Page 41 of 59
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Agenda Item No. 16E21
October 28, 2008
Page 42 of 59
CS STARS
Table of Contents
1. Project Scoptt and DeIIYerables ..................................................................................................3
A. Required Meeting. ...... ................ ...................................... ..................3
B. Advanced Feature Setup and Unlvenlal Solutions .......................4
C. Initial Training ......................................................................................4
D. Projec:t Management............. ...... ........................................................5
2. Maintenance Services and Support ............................................................................................. 6
A. Soflwant Product Ucen... and MBlnteR8nC8 ...............................6
B. Advanced Featu.... and Universal SoIutIona.................................6
3. Pricing and Invoice Schedule ...................................................................................................... 7
4. Statement of Work Approval.. ................. ...... ...... ..... ......... ................. ................... ................. ...... 7
Interview Entry Appendix .. ......... ..................... ............ ...... ............................... ...... .............. .............. 8
Pege 2of12
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CS STARS
Statement of Work #3 for STARS 1M Software
ThIs Statement of Work #3 ("Statement of Wor1<') descrbs services to be pel'fl.ll I ,...d by CS STARS LLC ("CS
STARS") b" Coller County Board of CommissIOl'lllI'S ("ClIent"). ThIs Slalement of Work Is subject to a111he
teIms and condllicns of the Software License and Servioes ~ enlIIlred into by 1he psrties on
November 24,2008 (the 'Agreement').
This Statement of Wor1< is effective on November 24, 2008 (1he .SCfoN ". 3 EtrecIlve Dele") and will remain In
effect through November 23. 2011 unless terminatsd sooner in accordance with the Agreement.
Any capitalized terms not defined In this SIal8ment 01 Wor1< shill haw the same definitions as set forth in 1he
,Ageement
1. Project Scope and DelMIrIbIM: Identifiable dellverables Included In this Statement of
Work
2. MaIntenance Semces and Support: Ongoing software maintenance and related support
3. Price and Payment SGhedule: Cost breekout for project products and ongoing service.
4. Statement of Work Approval
5. Appendlcn and Additional ApP"OYIII.: Additional details that apply to Information
contalned in this Statement of Work
1, Project Scope and Deliverables
The bllaNing describea ..initial Services to be perbmed by CS STARS Ln:Jer this Statement of Work.
Any services or dellverables not specIIIed In What's Included in this DelIverable ooIlm' are llXPI'88s1y
exduded from this Statement of Work..
A. Requhd MeetIIlglt
r---- .. u_____..._._______. -
i
t':-~r..-b-:~
I Working Meeting. Meetings to gather Information
I ! !W1d review progress
throughout 1he project.
. VIa Conf8Ienc:e Call. Acluallr8Ve1 costs wf' ;
be blI1ed as Inamed. i
._~~tlI~. ._.. _ '
. 1 onslte project meetlng for 1 day each for ;
2 project team members. Travel costs for I
up to $750 per person per ~ are Included i
and additional travel will be blIled as
Incurred.
On04lte Aa.lstance
with U..r
Acceptance
T..tlng.__ ..._
WebEx meeting to guide and
assist alent with User .
Acceptance Testing of system. :
. UA T wfU be performed via WebEx. Actua1
travel costs wt. be biled as incurred.
.-.- - .._._-~ -- j
f'II9o 3 of S
Agenda Item No. 16E21
October 28. 2008
Page 43 of 59
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B. AdV8nced F88I1n Setup ... UI'IIv8nNII SoIulIorw
CS STARS
This section describes implemenIalIon -w-19Iated to lhe conII;unIlIon of the following sotlwIn
features. These ere feakmJslhat ere InclUded In lhe SoltwIn but require eddtIan8I conftguraIIon arne.
~.._... ...____....___._____.___......... - -..-.....-.-------- ---------..... -.---.-. P' ...__._
! Check , Configuration of check printing i .
! WrItIngIPrlntlng ! module and check IemplaI8(s) : .
i : which whllow Client 10 pri'It i
! checks fram the STARS'"
i sotIwere. Client will be
! requlreclto get the check
! I8mpIal8 appl'OV8d by Its :
; banking Ir8IItuIIan prior to UI8 !
--.i of such t8rJllIale ~~.~~11I:_.j
! CS STARS wll can1lgure I .
I~ EnlIy In STARS1IlI i
Enterprise after ccnsullation !.
wllh Client em bBsecI on .
specllic8llOl1l mutually agreed
to by the paI1les.
Inl~ Entry
Conflgul1Illon
. Generic Lookup
i Configuration
ConfigunItion or standard
lookup functionality In
STARS"" andlOl'STARS11l
Web.
C. .,.. Training
j
I TralnoChe-tnllner
1
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!
LIve ins1rUclDr led II"8Inlng far
one 01' more Client lrainer&
charged wllh I8achIng STARS1IlI
to the broad Client user base.
SeIup of one bank account
ConIIgundlon of one chec:k template based
on SlI/11lIe provided by Client.
_____..__.....J
1 fom1 and 5 paths are Included. Up to 150 I
toI8I questions are Included.
Up 10 1 review roles are included !
Additional terms and conditions applicable I
to lhe Agreement and Sample InI8k8 forms I
are provided illnterview Entry Appendix. :
~ .,-. --, -- ---_.. -"'-" -.... "'- --- .- _.~
" Data must feed In separately
II' Use In STARS.... and STARSTII Web.
. 1 lookup required
! . _ .! a~ deployed on. ~.__. __
1 days (8 hours maximum per day) or
onsIte lr8in-lhe-trainer Instruction led
training for up 10 15 Client designated
trainers via WebEx or at a CS STARS
traInlng facility.
. Configuration of standaTdlniinlng
materials
I
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Agenda Item No. 16E21
October 28,2008
Page 44 of 59
CS STARS
D. Project .....l8I't
: Project Management
The Project Manegernent
InstIlul8.s (PMI) best practices .
fer ITlIIl'l8gIng prcjeclll via 1he cs :
STARSProlll me1hodoIogy.
. Project lIChedule IndlcaIIng estim8t8cI
projBcl ~ I~, aflical paths .-ld
sI8ck
. Project slaIus repcr1s and CIIIIs. to
cIscuss IIdMIies compIetecI. lICtivities
scheduled an:llssues
. ImpIementa1ion support from the CS
STARS Project Management 0fIice
(PMO)
...._ -1
. CS STARS will provtde Client wilh
project deIvwable for User
Acceptance Testing IIJ1d will provide
Client guldance on lhe testing process.
Client U.... Client User Acceptance Testing
AcceptancI T ..tlng Is required for apprtMIl of an
I dellverables oullined In 1he
. Project Scope end Deliv8r8b1ea
I section. If Client does not
I provlde CS STARS with
I feedb8c:k. the dtllYerable wAl be
deemed scx:epted thirty (30)
I days after delive1y.
.1 _._ __ _ _ _. _. __ .. ....... _...J
AddIlionaI details regarding project approlllCh end responsibilities can be found in the Project
Msn8gernent Appendix.
P8ge5ol8
Agenda Item No. 16E21
October 28,2008
Page 45 of 59
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Agenda Item No. 16E21
October 28, 2008
Page 46 of 59
CS STARS
2. Maintenance Services and Support
The following describes the seN1c8s Included for the ongoing maintenance of IhIs accounL
CS STARS will license the foIlowW1g software to Client In accordance the terms and condilIcns of the
I\grMment
A. SaIlwIn Procb:t I.Ic:er8s end Malnl81llU1C8
j
il STARS'" Em.rprIH Claims ![. 50 UI8 U... icIn8es
j and Risk .. _1 . ~_ ..VersIon ~~ O! STARS'llIl ~ Edlllon
B. Adv8nced F8IIb.ns and Untwr.I SoIuIIana
This sectIcn prcvtdes details about advanced syn,m fe8lln8 Included In this Sta18ment of Work.
Maintet 181m S8vIces related to Advanced Features and
, Unlv8rsal Solullona Included In attached Project Sccpe and
, Dellverables section wtll be applied against the Client Support
Hours. If set Client Support Hours are depleted, additional Client
Support Hours will be charged 88 incun1ld.
Advanced Featu,.. Used:
Check WrltlngIPrinling
Interview Entry
Generic Lookup
MaIntenance HrVIceI related to Advanced FeetI.reI will be
applied 8QU1111 the Client Support Hours. If set Client Support
Hours are depleted, IIdcItionaJ Client Support Hours will be
chErged as Incurred.
Unl.,.,...1 Solutions Used:
! Contact Import
: MlIilt8nance 1eMce8 related to Unlvllnlel SolutIons wll be
J~~~~~~
PlIge 6d8
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Agenda Item No. 16E21
October 28, 2008
Page 47 of 59
l.
CS STARS
3. Pricing and Invoice Schedule
See Rnancial Appendix for additional billing details. Fees do not include applicable taxes. All fees are subject
to U.S. State Sales Tax, where applicable.
l:",1F'" Jl=~F" J:::.34 nO JL o;"en~~~
![ Y... 2 F"'j~ F:-_J :::~33oou jl'..-: en ~:_24,~
:IY"'~F'" i~~F".. l:::~=u t _enN_24,2010
4. Statement of Work Approval
This offer win expire on November 23, 2008.
IN WITNESS WHEREOF, the undersigned have duly exea.rted this Statement of WOr1(, or have caused
this Statement of Wort< to be duly executed on their behalf as of the SOW #3 Effective Date.
Collier County Board of Commissioners
CS STARS U.C
Name
Name
Signature
Signature
Title
Title
Date
DAf
ATTBS'f
DWIIIrrB. .._
.A,ppfOYlclu to form & legal suftici4mey
IfJftl
BY:
Alllatut Coaly Attorn.,
Page 7 ct12
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Agenda Item No. 16E21
October 28, 2008
Page 48 of 59
CS STARS
Interview Enby Appendix
Include sample forms that are used as the basis for the scope of the interview entry configuration deIlverable.
Please note that any changes may impact project scope and fees.
Initialed: Client
CS STARS
Pege8al8
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Agenda Item No. 16E21
October 28,2008
Page 49 of 59
t
CONFIDENTIAL
SOFTWARE LICENSE AND SERVICES AGREEMENT
This SOFTWARE LICENSE AND SERVICES AGREEMENT (this "Agreement') is entered into as of
November 24, 2008 (the "Effectille Dflte'') by and between CS STARS LLC, a Delaware limited liability company
with offices at SOO West Monroe Street, Chicago, lllinois 60661 ("Licensor"), and Collier County Board of County
Commissioners at 3301 E Tamiami Trail, Building D, Naples, Florida 34112 ("Client"). In consideration ofthe
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. DefmitioDl.
(a) "Affiliate" shall mean, with respect to a
party, its parent company and subsidiaries and/or
controlled corporations or entities which are directly
or indirectly controlled (through ownership of more
than fifty percent (50%) of the voting stock or rights,
by control ofa majority oftbe directors of the
corporation, by contract or arrangement, or otherwise)
by a party.
(b) "Client Data" shall mean the data
provided or inputted by or on behalf of Client,
including personally identifiable infonnation, for use
with the Licensed Software, excluding any
Confidential Information of Licensor.
(e) "Confidential Information" shall mean,
subject to Chapter 119, Florida Statutes, also known
as the Public Records Law, collectively, this
Agreement, as well as all confidential and proprietary
information of a party, including, without limitation,
regarding a party's business plans and strategies;
products and technology; software, source code and
object code; clients or prospective clients; data models;
inventions, developments, formulae and processes;
know-how, show-how, discoveries, improvements,
works of authorship, concepts, mask works, and ideas,
or expressions thereof, whether or not subject to
patents, copyright, trademark, trade secret protection
or other intellectual property right protection (in the
United States or elsewhere); and whether or not stored,
compiled or memorialized physically, electronically,
graphically, photographically or in writing. Client
Data shall be considered Confidential Information of
the Client.
(d) "Custom Software" shall mean
specifically modified versions or modules of the
Software created by Licensor pw-suant to a signed
Statement of Work, Services Addendum or other
written agreement between the parties.
(e) "Documentation" shall mean, in printed
or electronic form, each of the manuals, user guides,
technical specification documents and other
instmctional and reference materials generally
distributed by Licensor regarding the Software or
distributed by Licensor to Client regarding the Custom
Software, all as updated and redistributed by Licensor
from time to time.
(I) "Fees" shall mean the applicable license,
implementation, conversion, customization, consulting,
maintenance, support and services fees payable
pursuant to this Agreement, including as set forth in
the Compensation Summary and the Billing Schedule
in any Statement of Work.
(g) "Licensed Software" shall mean the
Software, Upgrades and Custom Software.
(h) "Licensed Technology" shall mean the
Licensed Software and Documentation.
(i) "Proprietary Rights" shall mean all
copyright, patent, trademark, trade secret and other
intellectual property and proprietary rights.
(j) "Restricted Entity" shall mean any
individual, partnership, limited liability company,
corporation, joint venture, trust, association or other
entity owned or controlled by, or acting as an agent for,
any person or entity with whom a U.S. citizen.
national, or company organized under the laws of or
operating in any state or territory of the U. S. is
prohibited from engaging in any transactions by U.S.
laws, including without limitation, a person on the
Specially Designated Nationals List published by the
United States Department of the Treaswy's Office of
Foreign Assets Control ("OF AC''), or any other
person or entity with whom or which transactions are
prohibited by OF AC regulations.
(k) "Seat" shall mean an individual
(including an employee or agent of a Service Provider)
using or accessing the Licensed Software.
FORM cs STARS SOFiWARE UCENSE AND SERVICES AGREEMENT. NON.TRANSACI10NAL TEMPLATE
VcmOll: February 7, 2008
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(I) "Service Provider" shall mean a third-
party service provider of Client's or ofits Affiliate(s)
that provides services on behalf of and for Client or its
Affiliate(s) (and not as a service bureau). .
(m) "Services" shall mean the
implementation, support, maintenance, programming
and other services specified in any Statement(s) of
Work, work orders or services addenda, or otherwise
provided by Licensor pursuant to this Agreement.
(D) "Software" shall mean the object code
version of the software products set forth in the
deliverables section of any applicable Statement of
Work hereto and made available to Client under this
Agreement by Licensor.
(0) "Statement of Work" shall mean any
statement of work entered into and mutually approved
by the parties pursuant to this Agreement from time to
time and attached hereto in Exhibit A.
(P) "Upgrades" shall mean all updates, new
versions, modifications and subsequent releases of the
Software. Upgrades shall not include new or different
applications, platfonns or editions which are not
extensions to or replacements for the Licensed
Software, but which may use some or all of the code
from the Licensed Software.
2. License Grant and Restrictions.
(a) Uc:ense. Subject to all the terms and
conditions of this Agreement, Licensor hereby grants
to Client, for the term of this Agreement, a non-
exclusive, non-transferable, non-assignable, non-
sublicensable, limited license for Client and its
Affiliates (subject to Sections 2(d) and (e)) to access,
display and use the Licensed Technology solely for
the internal business purposes of Client and its
Affiliates and to manage infonnation relating only to
Client and its Affiliates, but not any third parties, and
not for any other purpose or in any other manner.
(b) LiceDse Restrictions. Nothing in this
Agreement shall be construed as a grant to Client of
any right to, and Client shall not, and shall not permit
any third party to: (i) reproduce any of the Licensed
Technology or any portion thereof, (provided, that
Client shall be permitted to make a reasonable number
of copies of the Documentation and any locally-hosted
Licensed Software for its internal training, testing and
backup purposes); (ii) distribute, disclose or allow use
of any of the Licensed Technology, or any portion
thereof, in any format, through any timesharing
Agenda Item No. 16E21
October 28, 2008
Page 50 of 59
CONFIDENTIAL
service, sCrvlce bureau, network or by any other
means. to or by any third party; (ill) decompile,
disassemble, or otherwise reverse engineer or attempt
to reconstruct or discover any source code or
underlying ideas or algoritluns of the Licensed
Technology in any manner; (iv) create derivative
works from, modify or alter any of the Licensed
Technology in any manner whatsoever; (v) use the
Licensed Software or any component thereof
(excluding Client Data) to construct a database of any
kind or to improve the quality of any data sold or
contributed by Client to any third party; (vi) store the
Licensed Software (excluding Client Data), in its
entirety or in any part in databases for access by Client
or any third party; (vii) distribute any database
systems containing data (excluding Client Data)
obtained from the Licensed Software; (viii) create
Internet "links" to or from the Licensed Software or
"frame" or "mirror" any of Licensor's content which
forms part of the Licensed Software; (ix) use or access
the Licensed Technology in a manner, or act otherwise
in any manner, that could damage, disable, overburden.
or impair any Licensor servers or the networks
connected to any Licensor server; (x) interfere with
any third party's use and enjoyment of the Licensed
Technology; or (xi) attempt to gain unauthorized
access to the Licensed Technology, accounts,
computer systems, or networks connected to any
Licensor server through backing, password mining, or
any other means.
(c) Seats. The number of permitted Seats
shall be as set forth in the Statement of Work. Client
acknowledges and agrees that each Seat shall access
and use the Licensed Technology through a unique
and reasonably secure usemame/user identification
and password. Except Client's and its Affiliates'
system administrators where reasonably necessary for
administrative or security purposes, no Seat may use
the usemameluser identification or password of any
other Seat.
(d) Third Party Access. Subject to Section
2(e), Client shall also have the right for Client and
Affiliates to permit its Service Providers to access,
display and use the Licensed Technology solely for
the benefit of Client and its Aff1Jiates, and in
accordance with the terms and conditions of this
Agreement, provided that:
(i) except as otherwise expressly agreed
by Licensor in writing, no such Service
Provider is engaged in, or is an affiliate or
2
subsidiary of any person or entity engaged in,
the claims, compliance or risk management
software business;
(ii) Client shall provide thirty (30) days'
advance written notice of such Service
Provider to Licensor and Licensor does not
object to such Service Provider within fifteen
(15) days of Licensor's receipt of such notice
from Client; and
(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: (1) to be bound
by at least the same restrictions with respect to
the Licensed Technology as the Client, and (2)
to use, access and display the Licensed
Technology solely for the benefit of the Client
or Client's Affiliates and as necessary to
perfonn the Service Provider's authorized
duties for or on behalf of Client or its
Affiliates.
(e) Affiliates, Service Providen; Generally.
Client acknowledges and agrees that:
(i) those of Client's Affiliates who will be
using, accessing or displaying the Licensed
Technology shall be set forth on Schedule
2(e)(i), as amended from time to time, of this
Agreement. Client shall provide an updated
list of such Affiliates to Licensor semi-
annually if there are any changes or additions
to such list of Client's Affiliates;
(ii) any rights granted hereunder with respect
to the Licensed Technology to any of Client's
Affiliates and Service Providers shall expire
or terminate immediately upon the expiration
or termination of the Agreement in accordance
with its terms;
(iii) all access and use of the Licensed
Technology by Client's Affiliates and Service
Providers shall be subject to all of the terms
and conditions of this Agreement; and
Client shall be fully responsible for (1)
ensuring the compliance of all such Client's
Affiliates and Service Providers with the
terms and conditions of this Agreement; and
(2) all violations of the tenns or conditions of
this Agreement by Client's Affiliates and
Service Providers.
Agenda Item No. 16E21
October 28, 2008
Page 51 of 59
I
CONFIDENTIAL
(f) Proprietary Rights. As between Client
and Licensor, Client acknowledges that Licensor is the
exclusive owner of all right, title and interest in and to
all Licensed Technology and all Proprietary Rights
related thereto, regardless of any participation or
collaboration by Client in the design, development or
implementation of any such Licensed Technology.
No title or ownership of Proprietary Rights in and to
the Licensed Technology, or any component thereof,
is transferred to Client, its Affiliates or any third
parties hereunder. To the extent that any such
Proprietary Rights do not otherwise vest in Licensor
or its licensors, Client hereby agrees to promptly
assign such Proprietary Rights to Licensor or its
licensors; and to do all other acts reasonably necessary
to perfect Licensor's or its licensors' ownership
thereof, without additional consideration of any kind.
(g) Notices of Infringement; Assistance. In
the event Client discovers or is notified of an actual or
suspected infringement or misappropriation of the
rights of Licensor or its licensors in or to the Licensed
Technology, or any component thereof, or any
unauthorized disclosure of, access to, or use oftbe
Licensed Technology (each, an "Infringement"),
Client shall: (i) immediately notify Licensor of such
known or suspected Infringement; and (ii) tenninate
such Infringement if and to the extent within Client's
or its Afflliates' control.
(b) Proprietary Notices. Client shall not
remove any copyright, patent, trademark or other
proprietary or restrictive notice or legend contained in
any of the Licensed Technology, and Client shall
reproduce all such notices and legends on all copies of
the Licensed Technology that are permitted to be
made hereunder. Client further agrees to reasonably
cooperate with and assist Licensor (at Licensor's sole
expense) in protecting, enforcing and defending
Licensor's rights in and to the Licensed Technology.
(i) CHent Obligations. In furtherance of the
foregoing, Client shall: (i) provide Licensor with
reasonable access to Client's premises as appropriate
to enable Licensor to perform its obligations
hereunder; (ii) provide adequate resources to
participate in or facilitate the performance of the
Services; (iii) timely participate in meetings relating to
the Services; (iv) assign personnel with relevant
training and experience to work in consultation with
Licensor, if applicable; (v) provide the equipment and
software (including obtaining any third party software
licenses) required to operate the Licensed Software in
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accordance with, and to otherwise comply with, the
hardware/software specifications for the Licensed
Software; (vi) safeguard the user ID's, passwords and
other security data. methods and devices furnished to
Client in connection with the Licensed Software and
prevent unauthorized access to or use of the Licensed
Software; (vii) be responsible for all maintenance of
Client networks, equipment and system security
required or appropriate in connection with the
Licensed Software; (viii) have sole responsibility for
the accuracy, quality, integrity, legality, reliability and
appropriateness of all Client Data; (ix) transmit Client
Data in an encrypted format, to be mutually agreed by
the parties, if Client Data is transmitted by electronic
transfer or sent in physical media by or on behalf of
Client; and (x) take such other actions as are required
of Client pw-suant to this Agreement, including
without limitation, any Statement of Work.
a> Client Warranty - Client DatL The
parties acknowledge and agree that during the tenn of
this Agreement Client, its Affiliates, the Service
Providers or other third parties may disclose certain
Client Data, including personally identifiable data
regarding employees or other individuals, to Licensor
for the benefit of Client or its Affiliates. Client
represents and warrants to Licensor that: (i) Client its
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
disclosure does not and shall not violate applicable
law or, if applicable, Client's or its Affiliates'
agreements with or privacy notices to individuals with
respect to whom the Client Data relates; and (Hi)
Client shall not request Licensor to use, disclose or
otherwise process Client Data in any manner that
would not be permissible under applicable law or, if
applicable, Client's or its Affiliates' agreements with
or privacy notices to individuals with respect to whom
the Client Data relates, if done by Client.
(k) Non-Licensor Events. Client
acknowledges and agrees that Licensor shall not be
responsible or liable for any delay or failure in its
perfonnance of any duties or obligations pursuant to
this Agreement, including, without limitation, under
any Statement of Work or schedule hereunder, if such
delays or failures result or arise from any Non-
Licensor Events. "Non-Licensor Events" shall mean,
collectively: any (i) act or omission of Client, its
Affiliates or the Service Providers, including without
limitation, any delays by Client in its performance or
Agenda Item No. 16E21
October 28, 2008
Page 52 of 59
CONFIDE!IITlAL
cooperation with respect to the obligations set forth in
Section 2(i) or any Statement of Work; (ii) failures of
Client's or third party equipment or software (other
than the Licensed Software); or (ill) Force Majeure
Event (as defined below).
3. Services.
During the term of this Agreement, Licensor shall
perform the Services in accordance with this
Agreement, including without limitation, the
Statement(s) of Work.
4. Fees and PavmeDtB.
(a) Fees. Client shall pay to Licensor the Fees
in accordance with the Compensation Summary
included in any Statement of Work or as otherwise
agreed in writing by the parties. Fees for additional
services or expenses, if any, will be invoiced monthly
as incurred, after execution by the parties of a written
change order to the applicable Statement of Work.
(b) Expenses. Client shall reimburse
Licensor for all reasonable, documented out of pocket
travel, lodging, meal and other expenses reasonably
incurred by Licensor in the course of performing the
Services. Travel expenses shall be reimbw-sed as per
Section 112.061 Fla. Stats.
Reimbursements shall be at the following
rates:
Mileage:
Breakfast:
Lunch:
Dinner:
Airfare:
Rental car:
$ .445 per mile
$6.00
$11.00
$19.00
Actual ticket cost
Actual rental cost of
midsize or smaller
car
Actual cost of reasonable
lodging at single
occupancy rate
Actual cost of parking
Lodging:
Parking:
Reimbursable items other than travel expenses shall be
limited to the following: telephone long-distance
charges, fax charges, photocopying charges and
postage. Reimbursables will be paid only after
Licensor has provided all receipts. Licensor shall be
responsible for all other costs and expenses associated
4
with activities and solicitations undertaken pursuant to
this Agreement.
(c) Taxes. Client shall be liable for any taxes
(including but not limited to federal manufacturers'
and retailers' excise, state and local sales and use taxes
and personal property taxes), public charges, tariffs, ,
and ~xport and import duties, however designated, and
any mterest and penalties thereon, arising under this
Agreement, other than taxes based on Licensor's
~come. Any taxes assessable on Client's copy of the
Licensed Software on or after its delivery to Client
shall also be borne by Client. AIl such taxes from
which Client is not legally exempt shall be included in
amounts invoiced to Client. Client warrants that
Cli~ is sales tax exempt pursuant to Chapter 212,
Flonda Statutes. Client will provide Licensor with a
copy of Client's current certificate of tax exempt
status during the term of this Agreement.
(d) Payments. All Fees under this Agreement
shall be payable by Client pursuant to and in
accordance with the Billing Schedule set forth in the
Compensation Swnmary described in any Statement
of Work or as otherwise agreed by the parties, and
shall be due in accordance with Section 218.70 l
Florida Statutes, also known as the "Local
Government Prompt Payment Act". Payments
remitted after forty-five (45) days shall bear interest in
accordance with Section 218.70, Florida Statutes, also
known as the "Local Government Prompt Payment
Act". Except as provided in Sections 6(b) and 8(a), all
Fees paid hereunder are non-refundable. If Client
does not pay an invoice by the later of seventy-five
(75) days after its due date or fifteen (15) days after
notice that Licensor intends to terminate this
Agreement for nonpayment, then this Agreement and
all of Client's rights hereunder will terminate without
further notice.
5. Confidentiality.
(a> Confidential Information. Each party
acknowledges and agrees that during the term of this
Agreement it may be furnished with or otherwise have
access to Confidential Information of the other party.
The party that has received Confidential Information
(the Receiving Party), in fulfilling its obligations
under this Sectien 5, shall exercise the same degree of
care and protection with respect to the Confidential
Information of the party that has disclesed
Confidential Informatian t.o the Receiving Party (the
Agenda Item No. 16E21
October 28, 2008
Page 53 of 59
CONFIDENTIAL
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Disclosing Party) that it exercises with respect ta its
awn Canfidential Infarmation, but in no event shall
the Receiving Party exercise less than a reasonable
standard af~. The Receiving Party shall .only use,
access and disclase Canfidential Infonnation as
necessary to fulfill its .obligations under this
Agreement, including any Statement of Work, .or in
exercise of its rights expressly granted hereunder.
~eceiving Party shall not directly or indirectly
dIsclose, sell, copy, distribute, republish, create
. derivative works from, demonstrate or allow any third
party to have access ta any .of Disclasing Party's
Cenfidential Information; provided, however, that:
(i)(1) Receiving Party may disclase the Disclesing
Party's Confidential Informati.on t.o its Affiliates who
have a need to know, and (2) Licensor shall have a
right t.o disclase Client's Canfidential Informatian to
Client's Affiliates and Service Providers, and
Licensor's employees and ather agents; and (ii) all use
of the Disclosing Party's Canfidential Information
shall be subject to all the restrictions set farth in this
Agreement. This Section 5(a) is subject ta Chapter
119, also known as the Public Records Law.
(b) Exclusions. The following information
shall nct be considered Confidential Infarmati.on
subject to this Section 5: (i) information that is
publicly available or later becomes available other
than through a breach of this Agreement; (ii)
information that is known to the Receiving Party .or its
employees, agents or representatives prior to such
discl.osure or is independently devel.oped by the
Receiving Party or its employees, agents or
representatives subsequent to such discloswe; or (iii)
informatien that is subsequently lawfully obtained by
the Receiving Party or its empleyees, agents .or
representatives fr.om a third party without obligatiens
.of confidentiality. If the Receiving Party is required
by law ta disclose any portian of the Disclcsing
Party's Confidential Information, including, without
limitation, pursuant tc the terms of a subpoena, court
.order .or otherwise by applicable law, Receiving Party
shall give prier timely notice .of such disclosure to
Disclosing Party to permit Disclasing Party to seek a
pr.otective or similar .order, and, absent the entry of
such an order, Receiving Party shall disclase only
such C.onfidential Information as is necessary to be
disclosed in response ta such subpoena, court order or
other similar document. This Section 5(b) is subject
to Chapter 119, also known as the Public Records Law.
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(c) SurvivaL The obligations set forth in this
Section 5 shall expire two (2) years after termination
or expiration of this Agreement; provided, however.
that the confidentiality obligations for Confidential
Information constituting trade secrets (as determined
under applicable law) shall survive the termination or
expiration of this Agreement for as long as such
Confidential InfollI1ation remains a trade secret. This
Section S(c) is subject to Chapter 119, also known as
the Public Records Law.
6. Term aDd TermioatioD: Mieration.
(a) Term. 'This Agreement shall corwnence
upon the Effective Date and remain in effect for an
initial term of three (3) years (the "Initial Term").
unless tenninated sooner in accordance with this
Section 6. This Agreement may be renewed for one (1)
additional two (2) year period (a "Renewal Term").
upon mutual agreement by the parties in writing;
provided. however, that Client:
(i) is not in breach of this Agreement and is
current on all amounts due Licensor under this
Agreement;
(il) gives Licensor written notice of Client' s
intention to renew at least ninety (90) days
prior to the expiration of the Initial Term; and
(ill) acknowledges and agrees that: (1) such
Renewal Term will be at Licensor's then-
current rates and Client will also be
responsible for all Fees and expenses
associated with any additional Services agreed
upon between the parties at Licensor's then-
current rates; (2) the Licensed Software
available to Client and supported by Licensor
during the Renewal Tenn may be a different
version or release than as available and
supported during the Initial Tenn.
(b) TermioadOD. This Agreement may be
terminated by: (i) Licensor pursuant to Section 4(d) or
Section 8(a); or (ii) either party if the other party
breaches any material tenn and fails to cure such
breach within thirty (30) days after receipt of written
notice thereof. If Client tenninates the Agreement for
Licensor's breach in accordance with this Section 6(b),
Licensor shall refund to Client, within forty-five (45)
days of the effective date of such termination, any
prepaid but UDearned Fees paid to Licensor in advance
by Client.
Agenda Item No. 16E21
October 28,2008
Page 54 of 59
CONFIDENTIAL
(c) EveDts UpoD Expiration, Termination.
Upon the expiration or termination of this Agreement
for any reason. Client shall: (i) promptly cease all use
of the Licensed Technology; (ii) promptly discontinue
providing access to and remove aU links to the
Licensed Technology; (Hi) within ten (10) business
days after expiration or earlier termination of this
Agreement, return to Licensor, or upon Licensor's
request. destroy, all copies of the Licensed
Technology in Client's, its Affiliates and the Service
Providers' possession or control; and (iv) certify
within fifteen (IS) business days to Licensor in
writing that it has done all of the foregoing after
expiration or earlier tennination of this Agreement.
Upon any expiration or termination of this Agreement,
Licensor shall invoice Client for all accrued Fees,
including, without limitation, the amount of any
implementation and migration fees earned by the
Licensor as specified in the Statement of Work, and
all reimbursable expenses, and Client shall pay the
invoiced amounts, including from previously issued
invoices, in accordance with Section 218.70, Florida
Statutes, also known as the "Local Govenunent
Prompt Payment Act".
(d) Migration. During the tenn of this
Agreement, Licensor may design and put into
production a new version of the Software, including
which operates on another platform, with respect to
each type of Software listed in the relevant
Statement(s) of Work, ''New Software") that is
intended to replace the then-current version of the
Software. Client acknowledges and agrees that during
the teon of this Agreement Client shall negotiate in
good faith with Licensor with respect to any proposal
made by Licensor relating to migration of the Client to
the New Software.
(e) SurvivaL Except as otherwise set forth
herein, in the event of termination of this Agreement
for any reason, the provisions of Sections 2(t).(j}. 5.
6(c), 7(e),(t), 8, 9, 10, II, 13 and 14, as well as all
payment obligations, shall survive.
7. Limited Warranties aDd Disclaimer.
(a) Software WarraDty. Licensor warrants
that the Licensed Software will perform in all material
respects in accordance with the Documentation when
used in accordance with the tenns of this Agreement
on the hardware and with the third-party software
specified by Licensor from time to time. Client's sole
remedy for any breach by Licensor of the warranty
6
provided in this Section 7(8) shall be replacement of
the nonconforming Licensed Software, at Licensor's
sole expense, as described herein. If Client discovers
that any Licensed Software fails to confonn to the
warranty provided in this Section 7(a), Client shall
give Licensor written notice of such nonconformity
within thirty (30) days after delivery of the Licensed
Software or component thereof to Client and promptly
after such discovery (and, in no event later than five (5)
business days after expiration of the Warranty Period
(as defined below). Licensor shall deliver to Client
replacement Licensed Software, a work-around and/or
an errorlbug fix as may be necessary to correct the
nonconformity. In the event that Client gives Licensor
notice of an apparent nonconformity that Licensor
reasonably determines is not due to any fault or failure
of the Licensed Software to confonn to the warranty
provided herein, all time spent by Licensor resulting in
such determination. including time spent attempting to
correct the problem, shall be charged against Client's
client service hours, or, if client service hours have
been exhausted, charged to Client at Licensor's then
current hourly rate for such services.
(b) Services. Licensor represents and
warrants that the Services shall be performed in a
professional and commercially reasonable manner
consistent with the standard of care exercised by
Licensor in performing similar services for other
clients. Client's sole remedy for breach of this
warranty shall be re-perfonnance of the
nonconforming Services, provided that Licensor must
have received written notice of the nonconformity
from Client within a reasonable period of time after
discovery of the nonconforming Services by Client
(but in no event later than one (I) year after the
original performance of the Services by Licensor.)
(e) Software Virus. Licensor warrants that,
to the best of Licensor's knowledge, prior to its
delivery to Client, the Licensed Software docs not
contain any programming devices (e.g., viruses, key
locks, back doors, trap doors, etc.) which would: (i)
disrupt the use of the Licensed Software or any system,
equipment or software to which Client's networks are
interfaced or connected; or (ii) destroy or damage data
or make data inaccessible or delayed, except for file
and purge routines necessary to the routine
maintenance of the Licensed Software (collectively,
"Disabling Code"). Licensor will use reasonable
practices and security procedures necessary to avoid
insertion of Disabling Code prior to the delivery of the
Agenda Item No. 16E21
October 28,2008
Page 55 of 59
I
CoNFIDENTIAL
Licensed Software to Client and, as Client's sole
remedy, shall remove any such Disabling Code so
inserted, at Licensor's cost and expense.
(d) Authority. Each party represents and
warrants that it has full power and authority to enter
into this Agreement and grant the rights granted herein.
(e) Disclaimer. EXCEPT AS OTHERWISE
EXPRESSLY STATED IN TIllS AGREEMENT,
LICENSOR MAKES NO WARRANTY OR
REPRESENTATION WHATSOEVER, EITHER
EXPRESS OR IMPLIED, WITH RESPECT TO THE
LICENSED TECHNOLOGY OR SERVICES,
INCLUDING QUALITY, PERFORMANCE,
MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-
INFRlNGEMENT. NO LICENSOR AGENT OR
EMPLOYEE IS AunIORIZED TO MAKE ANY
EXPANSION, MODIFICATION OR ADDmON TO
TIllS LIMITATION AND EXCLUSION OF
WARRANTIES IN TInS AGREEMENT. Licensor
shall not be responsible for: (i) any non-conformities
of the Licensed Software with Documentation.
omissions, delays, inaccuracies or any other failure
caused by Client's, its Affiliates' or any Service
Providers' computer systems, hardware or software
(other than the Licensed Software), including by
interfaces with such third party software, or any
inaccuracies that such systems may cause within the
Licensed Software; (ii) any inaccuracies in or failures
of the Licensed Software to conform to the
Documentation arising out of the use of a version or
release of the Licensed Software other than the most
recent version or release provided to Client by
Licensor; (iii) any data that Licensor receives from
Client or third party sources, including its PPOs, and
including the data's accuracy or completeness, or
Client's claim handling decisions; or (iv) the Licensed
Software to the extent it is modified by anyone other
than Licensor. To the extent the Licensed Software
utilizes Internet systems to transmit data or
communications, Licensor disclaims any liability for
interception of any such data or communications,
including of encrypted data. Client agrees that
Licensor shall have no responsibility or liability for
any damages arising in connection with access to or
use of the Licensed Technology by Client, its
Affiliates or Service Providers other than as
authorized by this Agreement. Licensor is also not
responsible for the reliability or continued availability
7
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of the telephone Iines and equipment used to access
the Licensed Software.
(f) Third-Party Websites. The content of
third party Websites, systems, products or
advertisements that may be linked to the Licensed
Software are not maintained or controlled by Licensor.
Licensor is not responsible for the availability, content
or accuracy of third party Websites, systems or goods
that may be linked to, or advertised on, the Licensed
Software. Licensor does not: (i) make any warranty,
express or implied, with respect to the use of the links
provided on, or to, the Licensed Software; (ii)
guarantee the accuracy, completeness, usefulness or
adequacy of any other Websites, systems, products or
advertisements that may be linked to or referenced in
the Licensed Software; or (Ui) make any endorsement,
express or implied, of any other Web sites, systems,
products or advertisements that may be linked to or
referenced in the Licensed Software.
(g) Warranty Period. The representations
and warranties contained in this Section 7 shall be in
force, as to each version or release of the Software, for
a period of one (1) year after it is first delivered or
otherwise made available to Client by Licensor (the
"Warranty Period").
8. Indemnification bv Licensor.
(a) Indemnification. Licensor agrees to
indemnify, defend, settle, or pay any claim or action
against Client, its Affiliates, and their officers,
directors, members, managers, shareholders, and
employees for infringement of any U.S. patent or
copyright arising from Client's use in accordance with
this Agreement of the Licensed Software. If the
Licensed Software or any part of the Licensed
Software is held to infringe and the use thereof is
enjoined.or restrained or, if as a result of a settlement
or compromise, such use is materially adversely
restricted, Licensor shall, at its own expense and as
Client's sole remedy therefore, either: (i) procure for
Client the right to continue to use the Licensed
Software; or (ii) modify the Licensed Software to
make it non-infringing, provided that such
modification does not materially adversely affect
Client's authorized use of the Licensed Software; or
(iii) replace the Licensed Software with a functionally
equivalent non-infringing program at no additional
charge to Client; or (iv) if none of the foregoing
alternatives is reasonably available to Licensor,
terminate this Agreement and refund to Client any
Agenda Item No. 16E21
October 28, 2008
Page 56 of 59
CONFIDENTIAL
prepaid but W1eamed Fees paid to Licensor in advance
by Client prior to the effective date of the termination.
(b) Exclusions. Licensor's indemnification
obligations under Section 8(a) shall not apply where
the claim is based in whole or in part on: (i)
modifications to the Licensed Software or any
component thereof made by anyone other than
Licensor; (ii) use of any Licensed Software in
combination with a product not supplied by Licensor;
(iii) use of any Licensed Software other than in
accordance with this Agreement or the Documentation;
or (iv) use of a version of the Licensed Software other
than the most recent version or release provided to
Client by Licensor.
(c) Conduct. Licensor shall have the sole
right to conduct the defense of any such infringement
claim or action and all negotiations for its settlement
or compromise, and to settle or compromise any such
claim. Client agrees to cooperate and ensure that its
Affiliates cooperate with Licensor in doing so. Client
agrees to give Licensor prompt written notice, in no
case longer than within seven (7) days of receipt or
discovery, of any threat, warning, or notice of any
such claim or action, with copies of any and all
documents Client, its Affiliates or Service Providers
may receive relating thereto.
9. Indemnification bv CHent.
Subject to Section 768.28, Florida Statutes, pursuant
to authority in Article 10, Section 13, Florida
Constitution (1968), Client agrees to indemnify,
defend and hold harmless Licensor, its Affiliates, and
all their officers, directors, members, managers,
shareholders, employees and other agents for and
against any damage, cost, liability, expense, claim,
suit, action or other proceeding, to the extent based on
or arising in connection with any breach of this
Agreement by Client, its Affiliates or the Service
Providers.
10. Limitation of Liabilitv.
(a) Disclaimer. IN NO EVENT WILL
LICENSOR BE LIABLE UNDER OR IN
CONNECTION wrm TInS AGREEMENT FOR
INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL
OR CONSEQUENTIAL DAMAGES IN ANY
ACTION ARISING FROM OR RELATED TO TIllS
AGREEMENT, WHETHER BASED IN
CONTRACT, TORT, INTENDED CONDUCT OR
OTIlERWISE, INCLUDING WITHOUT
8
LIMITATION, DAMAGES RELATING TO THE
LOSS OF PROFITS, INCOME, GOODWILL OR
REVENUE, COSTS INCURRED AS A RESULT OF
DECISIONS MADE IN RELIANCE ON TIIE
LICENSED TECHNOLOGY, LOSS OF USE OF
THE LICENSED TECHNOLOGY OR ANY OTIIER
SOFTWARE OR OTHER PROPERTY, LOSS OF
DATA, THE COSTS OF RECOVERING OR
RECONSTRUCTING SUCH DATA OR THE COST
OF SUBSTITIITE SOFIW ARE, SERVICES OR
DATA, OR FOR CLAIMS BY THIRD PARTIES,
EVEN IF ADVISED OF THE POSSIBll..ITY OF
SUCH DAMAGES.
(b) Limitation of LiabDity. UNDER NO
CIRCUMSTANCES SHALL LICENSOR'S
AGGREGATE MAXIMUM LIABILITY UNDER
OR IN CONNECTION WITH TIllS AGREEMENT
EXCEED THE PAYMENTS ACTUALLY MADE
TO LICENSOR HEREUNDER DURING THE
TWEL VB (12) MONnlS PRECEDING THE DATE
ON WHICH ANY CLAIM IS MADE AGAINST
LICENSOR.
11. Publicitv.
Neither party shall issue a general press release
naming the other party regarding the existence of this
Agreement, without the prior written consent of the
other party.
12. Foreil!D Use.
If Client chooses to access the Licensed Software
from outside the United States, it is responsible for
compliance with foreign and loca1laws. The Licensed
Technology is not available through Licensor or its
Affiliates to any Restricted Entity. Client represents
and warrants that it is not a Restricted Entity and is not
using the Licensed Technology on behalf of or for the
benefit of a Restricted Entity.
13. Records.
Client shall use reasonable efforts to maintain records
regarding its use of the Licensed Technology,
including, without limitation, the name and
username/user identification and password of each
Seat, (collectively, the "Records"). Client shall
maintain such Records during the term of this
Agreement and for two (2) years thereafter. At
Licensor's expense, Licensor (or at Licensor's election,
its representatives) sball have the right to examine,
inspect and audit Client's offices, information systems
and Records, and make extracts of information and
Agenda Item No. 16E21
October 28, 2008
Page 57 of 59
CONFIDENTIAL
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copy any part of the Records at any reasonable time
during nonna! business hours upon ten (10) business
days' notice to Client in order to monitor Client's
compliance with this Agreement. If any such audit
reveals that Client has more (i) Seats accessing or
using the Licensed Technology, or (ii) transactions
than Client bas paid for dwing the period to which the
audit relates (as determined prior to the
commencement of the audit), then Client shall
promptly pay for such additional Seats or transactions,
as applicable (beginning from the date of first access
by each additional user or first additional transaction)
at the rates set forth in the applicable Statement(s) of
Work, and the reasonable cost of such audit shall be
borne by Client; provided that Licensor shall make
reasonable efforts to ensure that audit hours are not
unnecessarily charged to Client. In addition. if any
such audit reveals that Client has more five percent
(5%) or more Seats accessing or using the Licensed
Technology or transactions than for which Client has
paid, Licensor shall have the right to charge Client
interest in accordance with Section 218.70, Florida
Statutes, also known as the "Local Government
Prompt Payment Act, on all amounts payable by
Client for such additional Seats or transactions, as
applicable.t
14. General.
(a) Neither party sball have the right to assign,
transfer, or sublicense any obligations or benefit under
this Agreement without the prior written consent of
the other party. The foregoing notwithstanding,
Licensor may assign this Agreement in its entirety
pursuant to a sale of all or substantially all of
Licensor's assets, voting interests or stock to a buyer
or transferee; provided that such buyer or transferee
assumes in writing all of Licensor's responsibilities
and obligations hereunder. Except as otherwise
provided herein, this Agreement shall be binding on
and inure to the benefit of the respective successors
and permitted assigns of the parties.
(b) Any notice required or permitted to be
delivered pursuant to this Agreement shall be in
writing and shall be deemed delivered: (i) upon
delivery if delivered in person; (ii) three (3) business
days after deposit in the United States mail, registered
or certified mail, return receipt requested, postage
prepaid; (iii) upon transmission if sent via facsimile,
with a confirmation copy sent via overnight mail; or
(iv) one (1) business day after deposit with a national
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overnight courier, in each case addressed to the
following addresses:
If to Licensor:
CS STARS LLC
Attn: Executive Vice President
Professional Service
500 West Momoe Street
Chicago, n.. 60661
Facsimile: (312)627-6590
With a copy to:
CS STARS LLC
Attn: Corporate Counsel
500 West Momoe Street
Chicago, IL 60661
Facsimile: (312)627-6590
If to Client:
Collier County Government
Attn: Jeff Walker
3301 E Tamiami Trail, Building D
Naples, FL 34112
Phone: (239) 252-8906
or to such other address as may be specified by either
party hereto upon notice given to the other.
(c:) The failw-e of either party to enforce any
of its respective rights under this Agreement at any
time for any period shall not be deemed or constlUed a
waiver by such party of such rights.
(d) Notwithstanding any provision hereof, for
all purposes of this Agreement each party shall be and
act as an independent contractor and not as partner,
joint ventw'er or agent of the other party and shall not
bind nor attempt to bind the other party to any contract
or other undertaking.
(e) No changes or modifications to or waivers
of any provision of this Agreement shall be effective
unless evidenced in a written amendment that is
signed by authorized representatives of both parties.
(f) In the event that any provision of this
Agreement shall be determined to be illegal or
unenforceable, such provIsion shall be limited or
eliminated to the minimum extent necessary so that
this Agreement shall otherwise remain in full force
and effect and enforceable.
Agenda Item No. 16E21
October 28.2008
Page 58 of 59
CONFIDENTIAL
(g) This Agreement shall be governed by and
constlUed in accordance with the laws of the State of
Florida without regard to the conflicts oflaws
provisions thereof.
(b) 'Headings herein are for convenience of
reference only and shall in no way affect interpretation
of the Agreement.
(1) Licensor shall have no liability for any
failure or delay in performance of its obligations under
this Agreement because of circumstances beyond its
reasonable control, including without limitation, acts
of God, fires, floods, earthquakes, wars, civil
disturbances, terrorism, sabotage, accidents, unusually
severe weather, labor disputes, governmental actions,
power failures, viruses that are not preventable
through generally available retail products, inability to
obtain labor, material or equipment, catastrophic
hardware failures, usage spikes, attacks on Licensor's
server, or any inability to transmit or receive
infonnation over the Internet, (each, a "Force Majeure
Event") nor shall any such failure or delay give Client
the right to tenninate this Agreement.
(j) Client acknowledges that its breach of this
Agreement may cause irreparable injury to Licensor
that may not be adequately compensable in money
damages, and for which Licensor shall have no
adequate remedy at law. In the event of breach of
Sections 2 or 5 of this Agreement, Licensor shall be
entitled to seek equitable relief to protect its interests,
including but not limited to preliminary and
pennanent injunctive relief. Client hereby waives any
requirement of the posting of a bond that may apply
for issuance of any injunctions, orders or decrees.
(k) This Agreement takes precedence over any
conflicting statement or provision in any Statement of
Work and any other docwnent furnished by Licensor.
This Agreement, including all Exhibits hereto, is the
complete statement of the agreement of the parties
with respect to the subject matter ofthis Agreement
and supersedes all prior oral and written agreements
with respect to the subject matter hereof.
(I) This Agreement may be executed in
counterparts, each ofwhicb will be deemed an original
but all of which together shall constitute one and the
same Agreement.
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Agenda Item No. 16E21
October 28, 2008
Page 59 of 59
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
ATTEST:
Dwight E. Brock, Clerk of Courts
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
By:
Dated:
(SEAL)
Tom Henning, Chairman
CS STARS LLC
By:
First Witness
Signature
hype/print witness namei
Second Witness
Typed signature and title
TIype/print witness namei
Approved as to form and
legal sufficiency:
!}tIblI!
Assistant County Attorney
Print Name
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