Backup Documents 04/08/2014 Item #16E3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 14 •4'
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
'm
Routed by Purchasing Department to Office Initials Date
the Following Addressee(s)(In routing order)
1. Risk Management Risk
2. County Attorney Office County Attorney Office 1-119/14
3. BCC Office Board of County 7 K b
Commissioners �(5/ 4\\4\ki__
4. Minutes and Records Clerk of Court's Office ll T\ 14([o((F t 2,�3TIPM
5. Return to Purchasing Department Purchasing I `
Contact: Diana DeLeon
PRIMARY CONTACT INFORMATION
Name of Primary Diana DeLeon for Kelsey Ward Phone Number 252-8375
Purchasing Staff April 8,2014
Contact and Date
Agenda Date Item was April 8,2014/ Agenda Item Number 16.E.3t/
Approved by the BCC an-4t of con-tract nee-3140
Type of Document Contract Addendum txppk 1 (et-road-Net/Number of Original 2
Attached bW a yl cur can d aV ufob Documents Attached
PO number or account N/A S r,Z Solicitation/Contract 11-5656 SAP Public
number if document is � Number/Vendor Name Services
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? DD
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be ��
signed by the Chairman,with the exception of most letters,must be reviewed and signed ( 4 V"""
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A
document or th(final negotiated contract data whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD
signature and initials are required.
7. In most cases(some contracts are an exception),an electronic copy of the document and DD
this routing slip should be provided to the County Attorney's Office before the item is
input into SIRE.
8. The document was approved by the BCC on the date above and all changes made DD
during the meeting have been incorporated in the attached document. The County
Attorney's Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the
BCC,all changes directed by the BCC have been made,and the document is ready for e(�—fl`� /
Chairman's signature. �JY
16E 3 .`
MEMORANDUM
Date: April 11, 2014
To: Diana De Leon, Contracts Technician
Purchasing Department
From: Martha Vergara, Deputy Clerk
Minutes & Records Department
Re: Contract #11-5656 "Maintenance Termination Addendum"
Contractor: SAP Public Services, Inc.
Attached is (1) one original of the document referenced above, (Item #16E9) approved
by the Board of County Commissioners on Tuesday, April 8, 2014.
The second original will be held on file in the Minutes and Records Department for
the Board's Official Record.
If you have any questions, please contact me at 252-7240.
Thank you.
Attachment
16E 3
Maintenance Termination Addendum
effective December 31,2013("Termination Addendum")to
SAP PUBLIC SERVICES,INC.("SAP")
SOFTWARE END-USER LICENSE AGREEMENT effective September 11,2001 ("Agreement")with
The Collier County Board of County Commissioners("Licensee")
This Maintenance Termination Addendum modifies the Agreement between the parties. In each instance in which
the provision(s) of this Termination Addendum contradict or are inconsistent with the provision(s) of the Agreement,
the provision(s) of this Termination Addendum shall prevail and govern and the contradicted or inconsistent
provision(s)shall be deemed amended accordingly.
SAP and Licensee agree as follows:
1. SAP and Licensee hereby agree that Licensee wishes to terminate the License Grant to the following SAP
Software("Terminated Software")which was licensed under Appendix 5 and which shall be terminated in its
entirety retroactive to January 1, 2013:
Appendix 5(Terminated Software):
Licensed Software License Metric Licensed Level
SAP Business Suite Limited Professional User(Type II) Named User 100
SAP xApp Resource and Portfolio Management(xRPM) Annual Portfolio 650
Budget(Millions)
For clarification of doubt, the license grant to the following Software licensed under Appendix 5 is not
affected by this Termination Addendum:
Appendix 5(retained software):
Licensed Software License Metric Licensed Maintenance
Level Base
SAP Business Suite Limited Professional User(Type I) Named User 20 USD 5,299.42
Microsoft SQL Server SAV --- USD 22,257.55
2. SAP and Licensee further agree that all Use rights granted to the Terminated Software are hereby revoked
and Licensee and its authorized Affiliates shall immediately cease Use of the Terminated Software and shall
immediately irretrievably delete and/or remove such items from all computer hardware and storage media.
Within thirty (30) days after the effective date of this Termination Addendum, Licensee shall deliver to SAP
at Licensee's expense (adequately packaged and insured for safe delivery) or destroy all copies of the
Terminated Software. Licensee agrees that an officer of Licensee's organization shall certify in writing to
SAP that it and each of its authorized Affiliates have complied with performance of the foregoing termination
responsibilities.
3. SAP and Licensee further agree that in connection with the Terminated Software Licensee's maintenance
base for Appendix 5 shall be reduced from USD 300,477.00 to USD 27,556.97.
4. SAP and Licensee further agree that Sections 6 (Proprietary Rights), 7.3 (Express Disdaimer), 8
(Indemnification), 9 (Limitations of Liability), 10 (Assignment), 11.5 (Export Control Notice), and 11.7
(Governing Law)of the Agreement shall survive this termination.
5. Other than as described in section 3 of this Termination Addendum, SAP and Licensee agree that there will
be no refunds or credits as a result of this Termination Addendum.
6. The validity of this offer shall expire January 30, 2014 unless sooner executed by Licensee or extended in
writing by SAP.
SAP CONFIDENTIAL
l 3
EXCEPT AS HEREIN PROVIDED, NONE OF THE PROVISIONS OF THE AGREEMENT SHALL BE AFFECTED BY
THIS TERMINATION ADDENDUM.
IN WITNESS WHEREOF,the parties hereto have executed this Maintenance Termination Addendum
on the day and year first written below.
ATTEST^ BOARD OF COUNTY
COMMISSIONERS FOR
COLUER COUNTY, FLORIDA,
lot'E. 13r•_ 1,91;1(
i i. D- •P By: T �w ra.� (o /I'-
Au.. as to Ck i-r- a om -enning,Chai' an ; Date
signature only
Approved as to Form and Legality:
• j �
Assistant Coun Attorne
SAP PublicS=rvic-- I
//‘`.2.. By: f■:_L. A
Fitness , 1v!li+ k
U +►�. ll 4 KK, Co/fpic 1,�_ vu�:. Typed N.me an• i le Date /-
Typed Name and Tile I
HM
Witness `\\
Terence Dougherty
TY PetlikeloingfrebntractS&
Sr.Corp.Counsel
SAP CONFIDENTIAL
ca
1 E 3
Appendix 5
• effective February 13,2008("Appendix")
to
SAP PUBLIC SERVICES,INC.("SAP")
SOFTWARE LICENSE AGREEMENT effective September 11,2001 ("Agreement")
with
Collier County Board of County Commissioners("Licensee")
•
This Appendix is hereby annexed to and made a part of the Agreement specified above. In each instance in which provisions
of this Appendix contradict or are inconsistent with the provisions of the Agreement, the provisions of this Appendix shall
prevail and govern.
1. NAMED USER DEFINITIONS:
1.1 "Professional User" is a Named User who performs operational related roles supported by the Software and includes
the rights granted under the Employee User.
1.2 1.2.1 "Limited Professional User Type I"is as defined in Appendix 1.
1.2.2 "Limited Professional User Type II"is a Named User who is a supplier/sub-contractor of Licensee solely
accessing SAP xRPM& NetWeaver collaboration functionality(web-based collaboration platform for exchange of
structured and unstructured data). All such Limited Professional Users are only authorized to access the foregoing
functionality. The Licensee will be required to license additional usage and pay all applicable additional license
fees if any Limited Professional User Type II requires the use of additional Software functionality.
1.3 "Employee User" is a Named User authorized to access the licensed software solely for the purpose of executing the
following transactions: (1) desktop procurement self-services, (2) Travel planning and expense reporting, (3) talent
management self-services including employee appraisals, employee development plans, employee training
• registration,employee opportunity inquiry and response, (4)read-only analytics. Each Employee User shall access the
software solely for such individual's own purposes and not for or on behalf of other individuals.
1.4 "Employee Self Service User (ESS)" is a Named User authorized to access the licensed software solely for the
purpose of executing the following HR self-services transactions: (1) employee records maintenance, (2) employee
time and attendance entry, (3) employee directory. Each Employee Self Service (ESS) User shall access the software
solely for such individual's own purposes and not for or on behalf of other individuals.
1.5 "Developer User" is a Named User who uses development and administration tools provided with the Software for the
purpose of modifying, deploying and managing SAP Software.The Developer User(1)does include the rights granted
under the Employee User and (2) does iot include the rights granted under the (a) Professional User and/or (b)
Limited Professional User.
2. LICENSED SOFTWARE: The Software licensed to Licensee pursuant to this Appendix consists of the components
identified below and specified as being licensed ("Software"). Only individuals licensed as Named Users hereunder
are permitted to Use the SAP Software and third party Software licensed herein (including optional Software). Such
Use shall be in accordance with their respective Named User type and in accordance with identified licensed Level.At
SAP's request, Licensee shall deliver to SAP a report, as defined by SAP, evidencing Licensee's usage of the
Software. SAP agrees that the initial request for such report will occur twenty-four(24) months following the effective
date of the Agreement or twelve(12) months following the effective date of this Appendix,whichever occurs later, and
will continue annually thereafter.
Licensed SAP Software may utilize limited functionality of other SAP Software products. Unless Licensee has
expressly licensed (under this or a separate Appendix)the other SAP software utilized by the licensed SAP Software,
Licensee's Use of such other SAP Software is limited to access by and through the other SAP Software for the sole
purpose of enabling performance of the licensed SAP Software.
There are no applicable country/language specific versions licensed by Licensee from SAP hereunder. In the event
Licensee Uses the SAP Software to build and/or operate a custOm developed or third party application, additional
license fees may be required.
2.1 SAP BUSINESS SUITE:
• Number of Named Users Licensed:
"X" if Limited
Licensed Professional Professional Emplovfe ESS Developeriil
Type I/Type II
X SAP Business Suite _0_ 20/100 _0_ __0_ _0__
14e
3
2.2 OPTIONAL CROSS INDUSTRY SOFTWARE LICENSED:
Bone Licensed
2.3 OPTIONAL INDUSTRY SPECIFIC SOFTWARE LICENSED:
None Licensed
2.4 OPTIONAL SUPPLEMENTARY SOFTWARE LICENSED:
SAP xApps:
"X"if Industry Software License Metric Licensed
Licensed Level
_X_ SAP xApp Resource and Portfolio Management Annual Portfolio Budget(Millions) _650_
(xRPM)
2.5 DATABASE: MS SQL Server
3. LICENSE FEE AND PAYMENT: The total Net License Fee to Licensee for the Software specified above is
USD 300,477 which shall be invoiced upon execution of this Appendix and receipt by Licensee of the above specified
licenses, software and documentation and is payable in accordance with Chapter 218.70, Florida Statutes,also known
as the"Florida Prompt Payment Act".
4. INSTALLATION: For Software to be installed on a specific Licensee or Affiliate Designated Unit within the Territory,
Licensee shall provide SAP with written notice of the type/model and serial number and location of each Designated
Unit and the number of Users allocated to each such Designated Unit prior to such installation. Such notice shall be in
a form materially similar to Schedule 1 attached hereto and is to be sent to: SAP Contracts Department, Attention:
Director of Contracts,3999 West Chester Pike, Newtown Square, PA 19073.
�. DELIVERY: Delivery of the above-specified Software and Documentation is estimated to take place in February,2008.
Physical delivery of the Software necessary for the Users Licensed under section 2.1 occurred under Appendix 1 to the
Agreement dated September 11,2001. Physical delivery of the SAP xApp Resource Portfolio Management Software in
Section 2.4 will be free on board shipping point to the Licensee at the following location: Jane McDonald, Senior
Project Manager,Clerk of Court's MIS, Building F, 3301 Tamiani Trail East, Naples, Florida 34112.
6. MAINTENANCE FEE AND PAYMENT: Maintenance service offered by SAP is set forth in the Maintenance Schedule
to the Agreement. Maintenance at the site(s) specified in the Maintenance Schedule to the Agreement shall
commence as of the first day of the month following initial delivery of the Software.
The Maintenance Fee for the Software licensed under this Appendix is priced at the then current factor in effect
(currently 17%) multiplied by the then current Net License Fee for the licensed Software. The current annual
Maintenance Fee for the Software licensed under this Appendix is USD 51,081 (17% of USD 300,477). SAP agrees
the annual Maintenance Fee specified in this item 6 will remain in effect through December 31, 2012 for the Software
licensed under this Appendix. After December 31, 2012, Maintenance Fees are subject to change once during a
calendar year upon ninety(90) days notice to Licensee. Maintenance fees set forth above do not include federal,state
or local taxes. Maintenance Fees are invoiced on an annual basis effective January 1 of a calendar year and payable
in accordance with Section 218.70, Florida Statutes, also known as the "Florida Prompt Pament Act" . Any
Maintenance Fees due prior to January 1 are invoiced on a pro-rata basis for the given calendar year in effect.
7. THIRD-PARTY DATABASE:
Software licensed hereunder currently requires a third-party database, which has been licensed hereunder as a
runtime version. Such runtime version shall be limited to Use by Licensee solely in conjunction with Use of the
Software licensed hereunder,and cannot be used to run any third party software not licensed hereunder.
In the event Licensee uses the licensed database other than as specified above, a full license, including programming
tools provided through such third-party supplier must be licensed directly from a third party database supplier.
•
2
16E 3
8. VALIDITY OF OFFER: The validity of this Appendix will expire February 15, 2008, unless sooner executed by
Licensee,or extended in writing by SAP.
Sccepted by: / Accepted by:
AP Public Se ..+T Collier Count oard of C y Commissioners
(SAP) (Licensee)
I. �n
By: -' - I l i By:
Title: DIRFCTOR-CONTRACTS Title: w. N tine)
Date: 2-9 d S Date: 2- CI,-oo
`y'' u.`: Accepted by:
Dwight E. Brock
��• Collier County Clerk of the Circuit Courts
(Li nsee)
By: jn-e�L�/�-
Title: UJej Tic> ��'rr J;f Nor*
Date: -• is-- 49
7 t(Appendix 5 SAP 07-07)
leg9.5 Pitt° (' _
• ;Assistant ,unty Attorney
•
3
16E 3
Schedule 1 to Appendix 5 effective February 13,2008
• Designated Unit Information
1. Name of Licensee or Subsidiary where Designated Unit is located:
2. Designated Unit(s)to be identified by Licensee to SAP in writing.
Type/Model No.:
Serial No.:
Location of Designated Unit:
Telephone Number:
Software Delivery Contact Person:
3.
Hardware Information Operating System Database*
Manufacturer Model Manufacturer Release Manufacturer Release
*Note: When Database is licensed from the vendor directly, insert P.O. Number , Invoice
Number and Date
•
2-ta-oi ***EQUIPMENT TO BE DETERMINED***
Name ' Date
Tom Henning, Chairman
Title
Collier County Board of County Commissioners
(Lice, -
eI
.: