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Agenda 03/25/2014 Item #16K3 3/25/2014 16.K.3. EXECUTIVESUMMARY Recommendation to approve Amendment # 1 to Contract 12-5890-NS "Aderant North America, Inc., End User License Agreement" for software utilized by the County Attorney's office; and, authorize the Chairman to sign the Amendment. OBJECTIVE: Approval of Amendment# 1 to the Contract with Aderant North American, Inc. which will allow the County Attorney's Office to upgrade the document management system software currently in use by the office. CONSIDERATIONS: In 2004 the County Attorney's office purchased a Document Management System to search and retrieve documents by case, matter, project, document type, responsible attorney, subject and/or full text. The annual cost for this software is approximately $7,500. Support and maintenance (which is part of total cost of ownership) and fixes as well as any issues with the system are covered by the annual maintenance fee for this software. However, there are, from time to time, version upgrades made to the software that are extensive and require a substantial amount of time and resources to be expended to complete the conversion. This upgrade will require four separate conversions to get the database to the new version of software. It will also require other items such as training and installing the v91 integration. Pursuant to budget instructions "Departments are required to keep all Commercial Software at current revision levels, as well as carry current support agreements. IT support for software without vendor support may not be possible, and may be denied." An amendment is necessary to allow for the upgrade of the software in order to fully utilize the software and make sure it will continue to be supported by the vendor and IT. FISCAL IMPACT: The approximate Amendment #1 cost is $10,550 which is budgeted in the County Attorney's budget for the FY14. LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires a majority vote for Board approval. -ERP GROWTHMANAGEMENTIMPACT: None. RECOMMENDATION: That the Board approves Amendment # 1 to Contract #12-5890 with Aderant North American, Inc., and authorizes the Chairman to sign the County Attorney approved agreement. Prepared By: Emily R. Pepin,Assistant County Attorney 07-COA-01292/106 Attachments: 1. Amendment# 1 2. Contract#12-5890 Packet Page -1659- 3/25/2014 16.K.3. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.K.16.K.3. Item Summary: Recommendation to approve Amendment# 1 to Contract 12-5890-NS "Aderant North America, Inc., End User License Agreement" for software utilized by the County Attorney's office; and authorize the Chairman to sign the Amendment. Meeting Date: 3/25/2014 Prepared By Name: CrotteauKathynell Title: Legal Secretary, CAO Office Administration 3/13/2014 3:53:48 PM Approved By Name: HerreraSandra Title: Procurement Specialist, Purchasing&General Services Date: 3/14/2014 8:29:31 AM Name: WardKelsey Title: Manager-Procurement,Purchasing&General Services Date: 3/14/2014 9:20:49 AM Name: MarkiewiczJoanne Title: Director-Purchasing/General Services, Purchasing&General Services Date: 3/14/2014 9:25:57 AM Name: PepinEmily Title:Assistant County Attorney, CAO Litigation Date: 3/14/2014 12:06:00 PM Name: KlatzkowJeff Title: County Attorney, Date: 3/14/2014 1:35:37 PM Name: IsacksonMark Title: Director-Corp Financial and Mngmt Svs, Office of Management&Budget Date: 3/14/2014 1:59:00 PM Packet Page -1660- 3/25/2014 16K.3. Name: OchsLeo Title: County Manager, County Managers Office Date: 3/14/2014 4:47:18 PM Packet Page -1661- 3/25/2014 16.K.3.- EXHIBIT A-1 Contract Amendment#1 to Contract#12-5890-NS "ADERANT NORTH AMERICA,INC.,END USER LICENSE AGREEMENT" This amendment, dated , 2014 to the referenced agreement shall be by and between the parties to the original Agreement, Aderant North America, Inc., (to be referred to as "Licensor") and Collier County,Florida,(to be referred to as"Licensee"). Statement of Understanding RE: Contract#12-5890-NS-"Aderant North America,Inc.,End User License Agreement" In order to continue the services provided for in the original Agreement document referenced above, the Licensor agrees to amend the Agreement by incorporating the attached"Statement of Work",Exhibit Al- A. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Licensor and the Licensee have each, respectively, by an authorized person or agent,hereunder set their hands and seals on the date(s)indicated below. Accepted: ,2014 LICENSEE: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,FLORIDA By: Tom Henning,Chairman Licensor Firt Witness LICENSOR: By: Aderant North America,Inc, • r y l w- (,J By: Print Name `:k.tl�`. 3 • Pr'C t> C - Print Name and Title Licensor Second Witness • f7f-1 - i- Print Name Approved as to Form and Legality: Emily Pepin ( 5i) Assistant County Attorney 1 II Packet Page -1662- ----- 3/25/2014 16.K.3. EXHIBIT Al-A - STATEMENT OF WORK 4erant 1650 Summit Lake Drive Suite 200 Tallahassee, Florida 32317 Tel: 850.224.2200 Fax: 850.224.7260 1. Client—Collier County Attorney's Office Contact : Jose Dominguez/Debbie Allen www.aderant.com Author : Rhonda Zaloth Software : Aderant Total Office,formerly Client Profiles 2. Service Request This Statement of Work ("SOW"), dated and effective as of , is made pursuant to the Software License, Support Agreement, and/or Services Agreement, as applicable, and any subsequent amendments or addenda thereto (collectively, the "Agreement"), by and between Aderant North America, Inc. ("Aderant")and Board of County Commissioners("Client"). Unless otherwise stated within, the terms and provisions of the Agreement are incorporated by reference in this SOW and all capitalized terms used within and not otherwise defined shall have the meaning assigned in the Agreement. This SOW establishes the framework for the activities to be performed in the proposed effort. The primary purpose of this SOW is to ensure that Client and Aderant teams have a clear understanding of the Services to be performed and the work product to be delivered. 3. In Scope The Software to be "upgraded" is limited to the applications and/or modules that are already available in the Client's Collier County Attorney's Office existing production environment. If the Client has purchased new add-on modules to be Implemented during the v9.0 to v9.1 upgrade, the services that might be required to install, implement, and train on those new modules will be scoped and priced under a separate Statement of Work. A. Technical Services—All Services are priced for single databases unless otherwise stated. • Project Management - Pre-upgrade consultation, planning, and attendance at status meetings, hardware recommendations for the ADERANT Total Office (formerly Client Profiles)products("Software"). • Perform test upgrade of existing software—Perform upgrade of a copy of Client's existing client/server database from 9.0 Software version to 9.1 in a test environment (test upgrade will be performed remotely to minimize project costs). • Perform live upgrade of existing software—Perform remote upgrade of existing Software into the production environment (this service can be provided over a weekend to minimize Client's downtime). • Exchange integration Upgrade — Provides the removal of the old Exchange Integration Services and the Installation of the new Exchange Integration Services. • Document Conversion (Existing Documents in Aderant Total Office Only)—Because of the format change, we must convert all documents in Aderant Total Office from their current format to the new format. • Image Conversion (Existing images In Aderant Total Office Only) — Because of the format change, we must convert all Images in Aderant Total Office from their current format to the new format. • Email Conversion —We no longer use the Exchange Mail view. We will convert all emails currently in Aderant Total Office into the documents section of Aderant Total Office. Collier County Attorney's Office (initial) Aderantp p(initial) II CA I Packet Page-1663- 3/25/2014 16.K.3. ADERANT Page 2 of 5 • Appointment Conversion — There is a new field that matches appointments in Outlook to the table in Aderant Total Office. We will touch appointments that fall within a specific date range so that the Client can continue to modify those appointments. The date range we choose is 4 months prior to the upgrade date, through the end of time for items scheduled. For all appointments that we do not touch, they are still available in Aderant Total Office as view only. • Custom Crystal Reports—We now use a more updated viewer for Crystal Reports.This will cause any report that uses a custom SQL Query to break. We will need to update the SQL Query in each report before it will work properly. We will not be re-writing these reports or modifying them with new fields. If the Client wants that, they must pay additional for us to modify a report. • Server Move—If Applicable, we will copy the CPSHARE directory from the old server to the new server. • Custom Exports/ Integrations- If Applicable, we will setup any new custom export on the new server if it applies to the upgrade or server move. Aderant Is not advised that the Client has any custom exports/integrations prior to the upgrade, Client will be responsible for any additional hours expended by Aderant to make configuration changes. • Training Post Upgrade —Aderant to perform WebEx training post upgrade on the differences between the Client's current version and the new version of Total Office, per the hours outlined in the agreement. This training assumes that staff has a good base understanding of Total Office functionality and have had formal training previously. These technical services include the upgrade of the Aderant Total Office Software as listed above in a Single database system. Assistance with additional servers (multiple databases, backup or fail over servers) require additional services and will be estimated and performed, at Client's request,under a separate Statement of Work: B. Project Management A project/business consultant will provide assistance in planning Client upgrade project and strategically organizing the necessary ADERANT resources. • Review the upgrade process and establish the foundation for the project. • Define project strategy,timelines,and milestones with the Client team. • Prepare a Project Plan and organize ADERANT resources accordingly. • Serve as the ADERANT liaison to the Client's upgrade project team. • Project tasks and activities will be refined through the project planning meeting. • 4. Out of Scope • Test Server—We are not responsible setting up a test server or workstation. The Client must provide the hardware to run the test conversion. • Custom Reporting —As listed in Section 3, we will modify the custom SQL Code in the Crystal Reports only. If a Client wants anything else done to the report, another SOW will need to be created for this work. • SQL Reports — If there is a server move involved, and the Client has Custom SQL Reports, or the SQL Reporting Model. It will be the Client's responsibility to move those reports to the new server. • Custom Programming — Unless otherwise stated in this SOW, each Client is responsible for its own custom programming. If the upgrade breaks this custom programming, It is the Client's responsibility to pay for our services to fix that portion of the program. A separate SOW will be designed based on the work needed to update the program to work with Aderant Total Office. Collier County Attorney's Office (initial) Aderant ZP (initial) CA I Packet Page -1664- -- 3/25/2014 16.K.3. ADERANT Page 3 of 5 I ., 5. Client Responsibilities � I a. Test Upgrade o Client will provide either an RDP or VPN connection to allow for a remote access in order to perform the test upgrade of ATO v9.1. o Client will build out the test environment to include: ▪ An installed instance of SQL Server. ▪ A restored current production level copy of both the database and CPSHARE directory prior to execution of the Test Upgrade. ▪ A copy of MS Office(2007,2010 or 2013—32bit only). o Client will be responsible for conducting the gap analysis and QA testing and reporting any Issues to Aderant at least 7 days prior to the live upgrade. b. Live Upgrade o Client is responsible for backing up all data prior to the upgrade/conversion process, o Client will provide a VPN connection to allow for RDP access to perform the live upgrade of ATO v9.1. o Client will provision an AD account for Aderant with local administrative rights on the SQL server. o Client Is responsible for installing and configuring an instance of SQL Server. o Client is responsible for configuring an Exchange mailbox and Security Group for the provided Aderant account. o Client is responsible for uninstalling the old client from all workstations. o Client Is responsible for Installing the new client on all workstations, including the additional files that are needed for Windows XP, should any still be in use at the Client's site. c. Client Internal Timeframe o Upon the Client issuing a Purchase Order,the project will be completed in accordance with the following estimated schedule: o Run security background checks prior to network account creation. Estimated Duration: 1 week. Ownership: Facilities Management o Setup network account after background checks verification. Estimated Duration:2 weeks. Ownership: IT Network Operations o Setup PC workstation with SQL and Office. Estimated Duration 2 weeks. Ownership: IT Service Desk o Setup DB for testing. Estimated Duration:2 weeks. Ownership IT DB admin o Setup Exchange Server access. Estimated Duration:2 weeks. Ownership: IT Exchange Admin 4 II Collier County Attorney's Office (initial) Aderant DT (initial) Packet Page -1665- 3/25/2014 16.K.3. - ADERANT Page 4 of 5 6. Cost of Services The following amount(s).represents the costs for the described services In each phase of the upgrade process: A. Test Upgrade F a n di a� . t 4 £e' V fA V'17" I -� t r6 r e• l a ; { y qua f 4.hte i • Project Management • Upgrade of Test DB from v9.0—v9.1 • Test Document Conversion—Open Cases Only • Test Image Conversion—Open Cases Only • Test Email Conversion—Open Cases Only • Install v9.1 client in test environment Total Cost of Services for Test Upgrade $5,275.00 B. Live Upgrade • � �,�` t•� "�" .. � �� �.�+� w, ,�` .� �;a ,may, a ��.,1�*" € 7",�'"�' i 8 ;i ice I S'c" ' ! „�fi,(� I r' KS • r. '�yi•�, t ppµ'�c�fRt3 ' a hPdyi3 j "+fir' Y^'u'yh w+� .,.�.f � �a. •�:(..d..�� v ..A� 4 ...1 Y.a��5.+�!1 �.S.L-:�9 �G.• w.. J ��3��- ' • Project Management • Crystal Reports—Update SQL Code • Upgrade of Live DB from v9.0—v9.1 • Live Document Conversion • Live Image Conversion • Live Email Conversion • Live Appointment Conversion • Exchange Integration Setup • Full Text Indexing Setup • Server Move(CPSQL DB Only) • Training(4 hours via WebEx) • Total Cost of Services for Live Upgrade $5,275.00 This Cost of Services replaces any previously dated proposal for these Services. Not included are any amounts Incurred as the result of: a) any request by Client for services additional to those listed above; b) any request by Client which results in ADERANT reprogramming or reprocessing data during any procedure after Client has approved the plan; Collier County Attorney's Office (initial) Aderant (initial) Q:s.) Packet Page-1666- 3/25/2014 16.K.3.. ADERANT Page 5 of 5 c) Client's request for or approval of services to be performed during hours other than Service Hours. All charges incurred under this SOW are due and payable by Client in US Dollars in accordance with the following schedule: • • • The proposed rate schedule is valid for sixty (60) days; once a signed SOW has been received and the project has commenced,the rates are valid for the duration of this project. • The estimated schedule may be adjusted by mutual agreement of the parties. • The test upgrade and live upgrade will each be scheduled between Client and Aderant for mutually convenient dates/times at such a time as Client has performed the tasks as outlined in Item 5 — Client Responsibilities. Provided Client meets all milestones as outlined in Item 5, Aderant will perform each phase of the upgrade within 60 days of commencement by client for each step (test and live). Should any scheduled times be changed by Client, the 60 day commencement period shall be reset. • Payments will be made upon receipt of a proper Invoice and in compliance with Section 218.70, Fla. Stats., otherwise known as the"Local Government Prompt Payment Act". • All fixed fee charges incurred under this SOW are due and payable by Client in US Dollars in accordance with the following schedule: o $5,275 due upon completion of Test Upgrade as described in Section 6 o $5,275 due upon completion of Live Upgrade as described in Section 6 • If the VPN method of providing services is chosen by Client. Client will directly arrange and pay for costs associated with having ADERANT's assigned representatives fingerprinted. Collier County Attorney's Office (initial) Aderanti)? (initial) /' Packet Page-1667- 3/25/2014 16.K.3. ADERANT NORTH AMERICA,INC. END USER LICENSE'AGREEMENT PLEASE READ THIS ENO USER LICENSE AGREEMENT("AGREEMENT")CAREFULLY, BY SIGNING THIS AGREEMENT AND RETURNING A COPY TO ADERANT,YOU AGREE TO THE TERMS OF THIS AGREEMENT. This Agreement Is made between you(either an individual or a single entity,the"Licensee")and Aderant North America,Inc.(the"Licensor"),a Florida corporation with its registered office located at 1650 Summit Lake Drive, Suite 200,Tallahassee,Florida 32317 USA. 1) Definitions a) "Software"means the computer programs and documentation provided to Licensee electronically by Licensor as specified in the relevant Invoice and/or order document, b) 'Registered'means the purchase of a license and payment of all fees including,if applicable,the associated maintenance fees. 2) User license a) Ucensor grants to Ucensee the non-exclusive,perpetual,right to use the Software,provided that Ucensee has Registered the Software with Ucensor or with Its authorized suppliers.Except as expressly granted In this Agreement,Licensee shall have no other rights in the Software. b) The sale of and or distribution of copies of this Software is strictly forbidden.it is a violation of this Agreement to loan,rent,lease,borrow,or transfer the use of copies of this Software. c) This Agreement will immediately and automatically terminate without notice if Licensee falls to comply with any material term or condition of this Agreement.Licensee agrees upon termination to promptly destroy the Software together with all of Its component parts,prior and replacement versions,and all copies and modifications thereof In any form. 3) Ownership and Title a) All ownership,title and intellectual property rights In and to the Software(including but not limited to any images and text incorporated into the application),are owned by Licensor and are protected by United States copyright and trademark laws and international treaty provisions,Therefore,Licensee must treat the software like any other copyrighted and/or trademarked material. b) The Software is licensed,not sold. c) Although Licensee may own the media on which the Software Is recorded,Licensee does not become the owner of,and Licensor retains title to the Software and all copies thereof. d) Licensor retains title to and ownership of the Software and all enhancements,modifications and updates of the Software.Under no circumstances will anything In this Agreement be construed as granting by implication,estoppel or otherwise,a license to any Licensor technology other than the Software. 4) intellectual Property indemnification a) If notified in writing of any action brought against licensee based on a claim that the Software infringes any valid patent registration,copyright,trademark,or trade secret of any third party in the United States of America,Licensor agrees to defend and hold Ucensee harmless against any such claim of patent,copyright, trademark or trade secret agaihst the Software or actions pursuant thereto and to pay all reasonable court costs and legal fees and fines resulting from such claim or actions and any awards of damages or costs made against Licensee in such actions.Ucensor shall have sole control of the defense of any such actions and all negotiations for their settlement or compromise.Ucensee shall cooperate fully with Ucensor at Licensor's expense in the defense,settlement or compromise of any such action. b) The foregoing provisions state the entire liability of Licensor with respect to infringement or alleged infringement of third party patents,copyrights,trademarks,trade secrets and other intellectual property rights. c) Notwithstanding the foregoing,Ucensor shall have no liability under this Clause(I)in respect of any claim of patent,copyright,trademark or trade secrets infringement of which Licensee was aware at the Effective 0 2012,Aderant North America,Inc. Page 1 of 3 Packet Page-1668---- 3/25/2014 16.K.3. Date;(II)where the claim arises out of a breach of this Agreement by Licensee;(iii)where the claim arises out of the combination of the Software with other software not supplied or approved in writing by Ucensor,or (iv)where the claim arises out of any modification of the Software other than by Ucensor or with Licensor's prior written consent 6) License and Maintenance Fees See Exhibit "1 ", 2012 Annual Invoice a) Licensee agrees to pay Licensor the license and maintenance fees as agreed pursuant to a separate Invoice and/or order document.In the event that Licensee's users of the Software Increase,Ucensee must pay additional license and maintenance fees for the additional users based on Licensor's then current price list. b) The fees exclude,and Licensee shall pay or reimburse Licensor for taxes,duties,or similar charges Imposed by any government or any of its agencies and Instrumentalities. Including without limitation all federal,state,dominion,provincial or local sales,value added,use,personal property,withholding,excise or other taxes,fees or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes on the net income of Licensor.) See Addendum "A", attached. c) Unless otherwise provided for in the applicable order document,Ucensee will pay all invoices issued by Licensor In the manner specified on the Invoice in U.S.dollars within thirty(30)days from the date of Invoice, See Addendum "A", attached. d) All amounts due under this Agreement which remain unpaid past due payment dates shall bear interest at the rate of one and one-half per cent(1.5%)per month(eighteen per cent(18%)per year)from the date such amounts become due to the date of payment See Addendum "A ', attached. e) Subject to Licensee's written approval which may be provided via email, Licensor may provide additional services that are not Included In maintenance services. Such additional services may include,but are not limited to,requests related to any of the following: (I)additional training,programming and technical assistance;(II)repair adjustment or modification of the Software,whether made or attempted by other than Licensors authorized employees,(Ill)failure of Ucensee to properly follow recommended daily backup or other procedures set forth in the applicable documentation;(iv) failure to implement a new release or updated version of the Software on a timely basis;(v)problems associated with Ucensee's relocation of the Software;(vi)Licensee's misuse or accident related to the Software;or(vii)failure of air conditioning, electrical power or humidity control,acts of God,or other such causes. 6) Termination Ucensor shall have the right to immediately terminate this Agreement if Licensee fails to perform any obligation required of Licensee under this Agreement or If Licensee becomes bankrupt or Insolvent at the end of a thirty (30)day period following written notification during which time Licensee has failed to cure the breach of obligation or solvency required underthis Agreement.Licensee shall have the right to terminate this Agreement with 30 days written notice. Paragraphs 8,T,8,9 and 11 shall survive termination of this Agreement 7) Return or Destruction of Software Upon Termination Upon termination of this Agreement,Licensee shall return to Licensor or destroy the original and all copies of the Software including partial copies and modifications. 8) Modification and Enhancements Licensee expressly warrants and agrees that Licensee will make no efforts to reverse engineer the Software,or make any modifications or enhancements without Llcensor's express written consent. 9) Limitation of Responsibility a) To the maximum extent permitted by applicable law,Licensor,its authors and Its,suppliers provide the Software and any support services(including Instructions for its use)AS IS AND WITH ALL FAULTS,AND HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS,EITHER EXPRESS,IMPLIED OR STATUTORY,INCLUDING,BUT NOT LIMITED TO,ANY(IF ANY)IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,OF FITNESS FOR A PARTICULAR PURPOSE. b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,IN NO EVENT SHALL LICENSOR,iTS AUTHORS AND ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT,INCIDENTAL,CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS WHATSOEVER(INCLUDING,WITHOUT LIMITATION,DAMAGES FOR LOSS OF BUSINESS PROFITS,BUSINESS INTERRUPTION,LOSS OF BUSINESS INFORMATION,OR ANY OTHER PECUNIARY LOSS)ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE,EVEN IF UCENSOR HAS BEEN ADVISED OF THE POSSIBILITY ®2012,Aderant North America,Inc. Page 2 of 3 -- — Packet Page-1669- 3/25/2014 16.K.3. OF SUCH DAMAGES.UNDER NO CIRCUMSTANCES SHALL LICENSOR'S CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT,TORT OR OTHEREWISE,EXCEED THE TOTAL LiCENSE FEES PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT. c) Notwithstanding any provision to the contrary,the foregoing limitation of responsibility shall not apply In the event of a claim by Licensee for indemnification under Clause 4. 10) Confidentiality Each party will not disclose or use any business and/or technical Information,including the Software,of the other designated orally or in writing as"Confidential"or"Proprietary"without the prior written consent of the other party,Such restrictions do not extend to any Item of Information which(a)Is now or later becomes available In the public domain without the fault of the receiving party;(b)Is disclosed or made available to the receiving party by a third party without restrictions and without breach of any relationship of confidentiality;or(c)is independently developed by the receiving party without access to the disclosing party's Confidential or Proprietary information. See Addendum "A", attached. 11) Arbitration a) In the event that the parties are unable to resolve a dispute among themselves,the dispute shall be referred to and finally settled by arbitration under the then-existing rules and regulations of the American Arbitration Association.The venue of the arbitration shall be Leon County,Florida,and the language shall be English, b) The fees and costs for the arbitration shall be borne by the parties In equal shares unless the arbitrator determines that one of the parties should bear all of such fees. Each party will pay Its own costs and legal fees. See Addendum "A", attached. 12) General Provisions a) Complete Agreement This Agreement together with all schedules or other attachments,which are Incorporated herein by reference,Is the sole and entire Agreement between the parties.This Agreement supersedes all prior understandings,agreements and documentation relating to such subject matter. b) Modifications to Agreement Modifications and amendments to this Agreement,including any exhibit or appendix hereto,shall be enforceable only if they are in writing and are signed by authorized representatives of both parties. c) Applicable law:This Agreement will be governed by the laws of the State of Florida, d) Notices:All notices and other communications given In connection with this Agreement shall be in writing and shall be deemed given as follows: I) When delivered personally to the recipient's address as appearing In the Introductory paragraph to this Agreement;or 11) Three days after being deposited In the malls,postage prepaid to the recipient's address as appearing In the introductory paragraph to this Agreement, e) No Agency:Nothing contained herein will be construed as creating any agency,partnership,Joint venture or other form of joint enterprise between the parties. f) Assignment:The rights conferred by this Agreement shall not be assignable by the Licensee without Licensor's prior written consent See Addendum "A", attached. ©2012,Aderant North America,Inc. Page 3 of 3 ..._ Packet Page-1670- ��— 3/25/2014 16.K.3. Addendum A Revisions to End User License Agreement Terms and Conditions The parties agree to the following changes: • The additions to the existing language in the Agreement are shown herein by underlining; deletions from the Agreement are shown by s#rikethhet 5)License and Maintenance Fees b)Lessee is sales tax exempt pursuant to Chapter 212,Florida Statutes. c) Unleas otherwise provided for in the applicable-Ender document, Licensee will pay all invoices issued by Licensor •- - • . . _ -- . -- _• in U.S. dollars •. - . - ` . J the date of invoice in accordance with Chapter 218, Florida Statutes, also known as the "Local Government Prompt Payment Act". d) All amounts due under this Agreement which remain unpaid past due payment dates shall bear interest at-th- . - - - . - _ - . - °. ,• • • - •• :°. -er-year) from the date such amounts become due to the date of payment in accordance with Chapter 218, Florida Statutes,also known as the"Local Government Prompt Payment Act". 10) Confidentiality (Add to the end of the paragraph.)Confidentiality is subject to Chapter 119,Florida Statutes,also known as the Public Records Law. 11) Arbitration Delete and replace a)and b)with the following language: Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Licensee with full decision-making authority and by Licensor's staff person who would make the presentation of any settlement reached during negotiations to Licensee for approval. Failing_resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement,the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Licensee with full decision- making authority and by Licensor's staff person who would make the presentation of any settlement reached at mediation to Licensor for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under Section 44102, Florida Statutes, 12) General Provisions f) Assignment: The rights conferred by this Agreement shall not be assignable by the Licensee either I party without Licensor's prior written consent. Lic or: Aderant North America,Inc. Licensee:Collier County Board of County Commissioners (e Bv.'---_� .4,1--,.,�,. Date t2 /G, X�i.2 By: `\...�,...,-k1' ti� ,..��w- s. ate Joanne Marliewicz,Int mm Putcllts' tr1S Director al ow to km&kid w ..ry ,'}"(,% '`_` Addendum to End User License Agreement Deputy Count: Attorney __ — Packet Page-1671- V 3/25/2014 16.K.3. GW ,d/g62.37 deront INVOICE Bill To: Ship To: Collier County Attorney's Office Collier County Attorney's Office ATTN: ATTN: 3299 Tamiaml Trail E Suite 700 3299 Tamiami Trail E Suite 700 Naples,,FL 34112-5749 Naples,FL 34112-5749 United States - United States INVOICE* DATE DATE DUE TERMS NASI-13883 02/18/2012 03/01/2012 Due On Receipt i'rj..'-c _,r4:.- .,�' 73i ..; t...arz'yG3:n y."`�? ::'�'i..S- •�fi!!1:'.9.k':,LL}TyT,y,kL:l',(: r�,. fis _ Maintenance CASE Management Renewal/Annual 's Case Maintenance Commencing Mangy 2012. 03/01/2012 E7,498.60 SUBTOTAL I $7,498.50 SALES TAX $0.00 TOTAL $7,498.50 RECEM FEB 272012 FINANCE. CompuLaw,Client Profiles,CRM4Legal,and RainMaker Software are now part of the ADERANT organization.We thank you for your business and continued support. Payment Instructions: Via Wire Transfer—Welts Fargo•171 171^Street•Atlanta,GA 30383. ABA81210002411 for credit to Account 94124015995 Via Check-ADERAST HOLDINGS P.O.Box 935344•Atlanta,GA 31193,5344 Via Chock(overnight) Weds Fargo Bank•ADERANT HOLDUtG3•Loetcboz 838144.1886 Atlanta Ave•Hapevgle,OA 30354 For questions,please email Invoicea/8aderant.com or call Accounts Receivable at 404-720-3642 love ce ate:t• . ,1 Tenors:Due• ' :pt t tic I ate:I l i I i age I -- — Packet Page-1672-----