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Agenda 11/12/2013 Item #16E1211/12/2013 16.E.12. /'\ EXECUTIVE SUMMARY Recommendation to approve and authorize the Chair to execute Amendment #2 to Agreement #11- 5649-NS with CS STARS, LLC to include an additional three year term for the lease of Risk Management Information Systems software services in the amount of $120,000 annually. OBJECTIVE: To continue support of the County's risk management program by renewing, for an additional three-year period, the agreement with CS STARS, Inc. for the lease of risk management information systems software services. CONSIDERATION: In FY 2005, the Board approved the lease of software services for the use of CS STARS Risk Management Information System (RNGS). CS STARS is the largest provider of Risk Management information systems software, which 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 Amendment is to include an additional a three year period for this service, which has been negotiated by the Risk Management and Purchasing Departments. 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 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. FISCAL IMPACT: The cost of the STARS system over a three year period is $120,000 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. Packet Page -2949- 11/12/2013 16.E.12. LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires a n majority vote for approval. - JAK RECOMMENDATION: That the Board approves Amendment #2 to Agreement #11- 5649 -NS with CS STARS, LLC to include an additional three year term for the lease of Risk Management Information Systems software services in the amount of $120,000 annually, and authorizes the Chair to execute the Amendment. PREPARED BY: Linda Best; Risk Finance Manager, Risk Management Department Packet Page -2950- 11/12/2013 16.E.12. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.E.16.E.12. Item Summary: Recommendation to approve and authorize the Chair to execute Amendment #2 to Agreement #11- 5649 -NS with CS STARS, LLC to include an additional three year term for the lease of Risk Management Information Systems software services in the amount of $120,000 annually. Meeting Date: 11/12/2013 Prepared By Name: Linda Best Title: Manger Risk Finance, Risk Management 10/23/2013 3:16:06 PM Submitted by AO—IN Title: Manger Risk Finance, Risk Management Name: Linda Best 10/23/2013 3:16:08 PM Approved By Name: WalkerJeff Title: Director - Risk Management,Risk Management Date: 10/24/2013 2:46:44 PM Name: pochopinpat Title: Administrative Assistant,Facilities Management Date: 10/24/2013 2:46:52 PM Name: CummingsRhonda Title: Contracts Specialist,Purchasing & General Services Date: 10/24/2013 3:07:54 PM Name: Markiewiczloanne Title: Manager - Purchasing Acquisition,Purchasing & Gene Date: 10/24/2013 4:33:50 PM Packet Page -2951- 11/12/2013 16.E.12. Name: WardKelsey Title: Manager - Contracts Administration,Purchasing & Ge Date: 10/24/2013 5:03:06 PM Name: KlatzkowJeff Title: County Attorney Date: 10/28/2013 9:49:04 AM Name: PriceLen Title: Administrator, Administrative Services Date: 10/29/2013 12:11:51 AM Name: KlatzkowJeff Title: County Attorney Date: 10/29/2013 8:03:08 AM Name: IsacksonMark Title: Director -Corp Financial and Mgmt Svs,CMO Date: 10/29/2013 9:19:24 AM Name: KlatzkowJeff Title: County Attorney Date: 10/29/2013 1:46:50 PM Name: IsacksonMark Title: Director -Corp Financial and Mgmt Svs,CMO Date: 10/30/2013 9:23:21 AM Packet Page -2952- 11/12/2013 16.E.12. EXRlBTT A -2 Contract Amendment #11- 5649 -NS "Risk Management Info Systems Software Services" This amendment, dated , 20� to the referenced agreement shall be by and between the parties to the original Agreement, CS STARS LLC (to be referred to as "Licensor") and Collier County, Florida, (to be referred to as "Client"). Statement of Understanding RE: Contract #11- 5649 -NS — "R.isk Management Info Systems Software Services", the Software License and Services Agreement entered into between the parties as of November 24, 2008 (the "Agreement ") In order to continue the services provided for in the original Agreement document referenced above, Licensor agrees to amend the Agreement as follows: 1. Add the Licensor's Statement of Work #5 Authorization Exhibit "A2 -A" attached to this Amendment and incorporated herein by reference. Licensor agrees that this amends the original Agreement and that Licensor agrees to complete said services in the amount of One Hundred Twenty Thousand Dollars ($120,000.00) annually as per Exhibit "A2 -A" also referred to as the Statement of Work #5. 2. Delete Section 6 (a) Term and Termination; Migration and replace with the following: "The parties hereby agree to renew the Agreement as amended through November 23, 2016. This Agreement may be renewed for one (1) additional two (2) year term ( "Renewal Term ") upon mutual agreement by the parties in writing; provided, however that Client: (i) is not in breach of the agreement and is current on all amounts due Licensor under the Agreement. (ii) gives Licensor written notice of Client's intention to renew at least thirty (30) days prior to the expiration of the then current term; and iii) acknowledges and agrees that: (1) such Renewal Term will be at rates mutually agreed upon by the parties in writing and Client will also be responsible for all Fees and expenses associated with any additional Services agreed upon in writing between by the parties; (2) the Licensed Software available to Client and supported by Licensor during the Renewal Term may be a different version or release than as available and supported during the Initial Terra. 3. Add the following language to Section 6 (b) Termination: Termination for Convenience: The Client may terminate this Agreement for convenience with a ninety (90) day written notice. 'In the event that the Client terminates this Agreement, Licensor's recovery against the Client for such termination shall be limited to that portion of the Contract Amount earned through the date of termination. Licensor shall not be entitled to any other or further fees against the Client, including, but not limited to, any anticipated profit on portions of the services not performed. 4. Add the following language to Section 4 (a) Fees and Payments: With respect to the type of Licensed Software licensed during the renewal period, CIient will also be responsible for all other applicable fees and expenses associated with any additional licenses and services agreed upon, in writing, between the parties. Packet Page -2953- =0 11/12/2013 16.E.12. 5. Third Party Access. Clause (iii) of Section 2 (d) shall be deleted in its entirety and replaced by the following: i (iii) no Service Provider shall have any right to access, display or use the Licensed Technology unless the Service Provider has agreed in writing in advance to be bound by Third -Party Licensee Agreement acceptable to Licensor. 6. Notices: The parties' addresses in Section 14(b) General, are deleted in their entirety and replaced by the following: If to Licensor: CS STARS LLC Attn: President 540 West Madison Street Chicago, U, 60661 Facsimile. (312) 627 -6127 With a copy to: CS STARS LLC Attn: Corporate Counsel 540 West Madison Street Chicago, IL 60661 Facsimile: (312) 627 -6172 If to Client: Collier County Government Atten: Jeff Walker 3311 Tamiami Trail East, Building D Naples, FL 34112 Phone: (239) 252 -8906 Facsimile: (239) 252 -8048 7. No Modification. The language in Section 14 (k) shall be deleted in entirety and replaced by the following: The Agreement, as herein amended, is the complete statement of the agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior oral and written agreements, including, without limitation, any prior, concurrent or subsequent purchase orders or like documentation issued by Client, with respect to the subject matter hereof. Except as expressly modified in this renewal, the Agreement remains unchanged and in full force and effect. All other provisions of the Agreement will remain in full force and effect; provided, however, that in the event of conflict between the Agreement and this renewal, the terms of this renewal shall be controlling. NO Packet Page -2954- 1 /11N 11/12/2013 16.E.12. IN WITNESS WHEREOF, the Licensor and the Client have each, respectively, by an authorized person or agent, have executed this Amendment on the date(s) indicated below. Accepted: , 20_ Attest: Dwight E. Brock, Clerk of Courts By: Date: CLIENT: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA By: Georgia A. Hiller, Esq., Chairwoman Licensor First Witness LICENSOR: By: CS STARS LLC Print Name By: � Licensor Second Witness Print Name and Title By: Print Name Ap roved as to form and legality: me and Title of Attorney Packet Page -2955- No 11/12/2013 16.E.12. CS STARS STATEMENT OF WORK #5 FOR COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS NOVEMBER 24, 2013 This document and any recommendations, analysis, or advice provided by CS STARS herein (collectively, the "Information ") are intended solely for the entity identified as the recipient herein ( "you'). This document contains proprietary, confidential information of CS STARS and may not be shared with any third party, including any insurance producer, without CS STARS's prior written consent or as otherwise authorized by CS STARS. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat, and the Florida Sunshine Law, Chapter 286, Fla. Stat. Any statements concerning legal matters are not to be relied upon as legal advice, for which you should consult your own professional advisors. Any modeling, analytics or projections are subject to inherent uncertainty, and the Information could be materially affected if any underlying assumptions, conditions, information, or factors are inaccurate or incomplete or should change. Except as may be expressly set forth in the Agreement, CS STARS makes no representation or warranty in or with respect to this document, shall have no obligation to update the Information and shall have no liability to you or any other party with regard to the Information. Packet Page -2956- 11 /12/2013 16. E.12. CS STARS Statement of Work #5 for STARS Software This Statement of Work # 5 ("Statement of Work ") describes services to be performed by CS STARS LLC ("CS STARS ") for Collier County Board of County Commissioners ( "Client "). This Statement of Work is subject to all the terms and conditions of the Software License and Services Agreement entered into by the parties on November 24, 2008 (as amended, the "Agreement"). This Statement of Work is effective on November 24, 2013 (the "SOW # 5 Effective Date') and will remain in effect through November 23, 2016, unless terminated sooner in accordance with the Agreement. Any capitalized terms not defined in this Statement of Work shall have the same definitions as set forth in the Agreement. 1. Maintenance Services and Support: Ongoing software maintenance and related support 2. Price and Payment Schedule: Cost breakout for project products and ongoing services 3. Statement of Work Approval 4. Appendices and Additional Approvals: Additional details that apply to information contained in this Statement of Work 1. Maintenance Services and Support The following describes the services included for the ongoing maintenance of this account. CS STARS will license the following software to Client in accordance the terms and conditions of the Agreement: A. Software Product Licenses and Maintenance Page 2 of 7 Packet Page -2957- GP 11/12/2013 16.E.12. CS STARS B. Advanced Features and Universal Solutions This section provides details about advanced system features included in this Statement of Work. R§i.�`% 1 a t3 .. �{�� � aaRp �nW°�.r*�.�e,�. .. °�� +5. i Room= 2 ., M Maintenance of Advanced Maintenance services related to Advanced Features and Features and Universal Solutions Universal Solutions included in attached Project Scope and attachments. Deliverables section will be applied against the Client Support STARS's servers Hours. If set Client Support Hours are depleted, additional Client Support Hours will be charged as incurred. Advanced Features Used: Maintenance services related to Advanced Features will be this Statement of applied against the Client Support Hours. If set Client • Interview Entry Support Hours are depleted, additional Client Support Hours Customs Letters will be charged as incurred. • Events and Validations enabled in STAR S TM • Generic Lookups Universal Solutions Used: Maintenance services related to Universal Solutions will be applied against the Client Support Hours. If set Client • HR Import Tool Support Hours are depleted, additional Client Support Hours • Contact Import will be charged as incurred. C. Technical Services Lo S � 4 4:"wL$n ASP Setup Client Data will be ; ! 30 gigabytes for storage of data and file hosted on CS attachments. STARS's servers 4 Additional storage can be purchased at a during the term of rate of $1000 per gigabyte of storage. this Statement of Backups of Database one time nightly Work. Standard Audit/Monitohng feature is not enabled in STAR S TM Client requested Data Recovery Services can be purchased at $250 per hour. R Client is responsible for allowing appropriate firewall access to STARSTm ASP I environment. Installation, maintenance, tuning, administration or enhancement of Client system environment, networks, servers, or other equipment is not included this Statement of Work. Client is responsible for complying with the minimum technical requirements as provided in the Hardware and Software Documentation. Page 3 of 7 Packet Page -2958- GQ' 11/12/2013 16.E.12. CS STARS D. Scheduled Data Processing Services Fees charged by data providers for the transmittal of data to CS STARS are not included in this Statement of Work and shall be payable by Client directly to such data providers. 77 Standard Data Processing: The CS STARS standard turnaround time for non -daily and non - weekly scheduled claim and transaction data processing is three (3) business days from the time that CS STARS Data Operations Center confirms that incoming data is in the expected data layout, balances to control totals, and passes basic quality checks performed by CS STARS. Data processing will take place during CS STARS's normal business hours. Unless specifically stated otherwise, the Scheduled Data Processing Services deliverable relates only to loading data into the licensed Software, but not any extracts of such data. Data Source 4 For additional details regarding Scheduled Data Processing Services, please see Data Conversion and Scheduled Data Processing Services Appendix. E. Ongoing Training Travel for ongoing training will be billed as incurred unless included in Ongoing Services and Travel section. . D00140-1101 �i� h' Aye •�� Instructor Led Training f Live instructor led training for I 1 day (8 hours maximum per day) groups of Client users. of onsite instructor led training for up to 15 colleagues per year at Client's Naples, FL location or at a j CS STARS's training facility. Configuration of standard training i materials Page a of 7 Packet Page -2959- CA 11/12/2013 16.E.12. CS STARS F. Ongoing Services and Travel Page 5 of 7 Packet Page -2960- GP Client Support, Account b Package of 125 annual Client Support Hours is included Management and Consulting in this Statement of Work. Client may pre- purchase Services additional Client Support Hours packages in advance of the complete erosion of any package at the same rate that Client is charged for such Client Support Hours in the initial package. 0 Additional Support Hours purchased by Client after all j Client Support Hours have been eroded will be billed at $250 per hour. I+ Support is offered during CS STARS normal business hours. Customer support, account management and consulting services solely related to maintenance and ongoing use (but not implementation) of the Software described in this Statement of Work. Examples include, but are not limited to, service time spent on: User assistance with features, troubleshooting, testing, issues management, stewardship meetings, account management, report configuration, data reconciliation, changes to existing workflows or system setup; changes to data conversions or changes to reports; technical assistance, creation of events and validations, maintenance of custom reports, status calls, meetings and Documentation. 1 Work Orders Work orders may be created by CS STARS and Client for j Client- requested additional Services (excluding implementation services) not included in this Statement of Work that will erode Client Support Hours. CS STARS will provide an estimate of the Client Support Hours required for the additional Services. A sample of the information required for a Work Order can be found in the Work Order Appendix to this Statement of Work. Ongoing Travel ! Travel may be required for Services including, but not limited to, training, working meetings, stewardship meetings, project meetings, and technical services required for Upgrades or installations. 4 2 trips for 2 team members for up to $750 per person are i included. Additional travel will be billed as incurred. Travel expenses will be billed in accordance Section 112.061, Florida Statutes. Page 5 of 7 Packet Page -2960- GP 11/12/2013 16.E.12. CS STARS 2. Pricing and Invoice Schedule See Financial Appendix for additional billing details. Fees do not include applicable taxes. All fees are subject to U.S. State Sales Tax, where applicable. Annual Fee $120,000 4 Billed quarterly being with the SOW #5 Effective Date. 3. Statement of Work Approval This offer will expire on December 31, 2013. IN WITNESS WHEREOF, the undersigned have duly executed this Statement of Work, or have caused this Statement of Work to be duly executed on their behalf as of the SOW #5 Effective Date. CS STARS LLC n Name Signature Title Collier County Board of County Commissioners Georgia A. Hiller, Esq., Chairwoman Signature Title Date Date A I EST. DWIGHT E. BROCK, Clerk By: Approved as to form and legality Assistant County Attorney Page s of 7 CA Packet Page -2961- 11/12/2013 16.E.12. CS STARS Billing and Payment Details Appendix Main Client Business Contact Information Business Contact Name Jeff Walker Business Contact Title Director, Risk Management Business Contact Address 1 3311 Tamiami Trail East Naples, FL 34112 Business Contact Phone ; 239 - 252 -8906 Business Contact Email Address JeffWalker @colliergov.net went isnnng information i Billing Contact Name I Jeff Walker Billing Contact Title Director, Risk Management i Billing Contact Address 1 3311 Tamiami Trail East 11 Naples, FL 34112 Billing Contact Phone ; 239- 252 -8906 Billing Contact Fax 239- 252 -8048 Billing Contact Email Address JefftNalker@colliergov.net Client Tax Jurisdiction" J Currency - - - -- __ _ - Billing y Sales Exempt Attached - .------- .._.... USD Preferred Invoicing Method Email IT 1-nent nas a tax exempt status, please attach tax exempt form to this appendix. For European clients, please indicate VAT or No VAT in this section as well. Payment Remission Details Lockbox for Payments Overnight Courier Address ACH Wire Instructions CS STARS LLC Wells Fargo Bank - Regulus Bank: Wells Fargo Bank P.O. Box 201739 Attn: 201739 CS STARS Dallas, TX Dallas, TX 75320 -1739 2975 Regent Blvd ABA: 121000248 Irving, TX 75063 Account No: 4122246440 Initialed. CS STARS Client Approved as to form and legality Assistant County Attorney ATTEST: Page 7 of 7 ' BRGGK, 01104 Rv- CP Packet Page -2962- • First Amendment to Statement of Work # 1 11/12/2013 16.E.12. This FIRST AMENDMENT TO STATEMENT OF WORK # 1 ( "Amendment") effective 12/8/10 (the 'Amendment Effective Date ") is entered into between CS STARS LLC ("CS STARS") and Collier County Board of Commissioners (" Client"). This Amendment amends the Statement of Work # 1 ( "SOW #1") made between the parties pursuant to the Software License and Services Agreement entered into by the parties on November 23, 2008 (the "Agreement'). This Amendment is subject to the terms and conditions of the Agreement. I. AMENDMENT. The parties agree to amend SOW #1 as set forth below. 1.1 Deliverables. Section of SOW #1 shall be amended to include the following additional deliverable: h � arJJ,e7te>Eab e4 h f'c •.'r'�%'h" mw,v 't'b, ;y'^. wrc STARSTM Enterprise Claims and Risk 2 Additional Named User Licenses Version 2009.2 of STARSTm Enterprise Edition 1.2 Compensation. Section 3. Pricing and Invoice Schedule of SOW #1 shall be amended as follows: (a) Additional fees shall be inserted as follows, starting on the Amendment Effective Date Additional Year 3 Fees $2,200 Monthly amount will be added to SOW #1 invoice Version: 09/09/08 1 Packet Page -2963- • ! 11/12/2013 16.E.12. IL MISCELLANEOUS. 2.1 No Modification. Except as expressly modified in this .Amendment, SOW #1 remains unchanged and in full force and effect; provided, however, that in the event of a conflict between SOW #1 and this Amendment, the terms of this Amendment shall be controlling. IN WITNESS WHEREOF, the undersigned have duly executed this Amendment, or have caused this Amendment to be duly executed on their behalf, as of the Amendment Effective Date. Agreed to: CS STARS LLC By Authorized Signature Name (type or print): Stephen Sandberg Title: Account Executive Dates: 11 S 1 /Ci Address3560 Lenox Rd, Ste 2400 Atlanta, GA 30326 Fax: 404 -995 -3149 Collier County Board of Commissioners By A. Authorized Signature Name (type or print): Stephen Y. Car ell Title: purchasing /GS Director Date: Address: 3327 E. Tamiami Trail Naples, FL 34112 Please return a copy of this Amendment to the persons shown above. Version: 09/09/08 2 Packet Page -2964- 11/12/2013 16.E.12. MEMORANDUM Date: October 28, 2008 To: Jeff Walker, Director Risk Management Department From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Stars Contract Enclosed please find one (1) original of the document referenced above (Agenda Item #16E5), approved by the Board on Tuesday, October 28,2008. If you have any questions, please feel free to call me at 252 -7240. Thank you Enclosure Packet Page -2965- DATE RECEIVW NOV 0 3 2008 RISK .w1w CS STARS 11/12/2013 16.E.12. CONFIDENTIAL SOFTWARE LICENSE AND SERVICES AGREEMENT This SOFTWARE LICENSE AND SERVICES AGREEMENT (this "Agreement") is entered into as of November 24, 2008 (the "E,fjEecdve Date ") by and between CS STARS LLC, a Delaware limited liability company with offices at 500 West Monroe Street, Chicago, Illinois 60661 ( "Licensor "), and Collier County Board of County Commissioners at 3301 E Tamiami Trail, Building D, Naples, Florida 34112 ( "Client'). In consideration of the mutual agreements contained herein and intending to be legally bound hereby, Licensor and Client hereby agree to all of the following terms and conditions. 1. Definitions. (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 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. (c) "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 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 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. 0) "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 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 STARS SOFTWARE LICENSE AND SERVICES AGREEMENT - NON - TRANSACTIONAL TEMPLATE Version: Febnmy 7, 200$ Packet Page -2966- (1) "Service Provider" 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). (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. (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 under this Agreement by Licensor. (o) "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. (a) License. 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 information 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: 0) 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 `* bereof, in any format, through any timesharing 11/12/2013 16.E.12. CoNVi'mErr UL 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 usemame/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: Packet Page -2967- (i) except as otherwise expressly agreed by Licensor in writing, no such Service Provider is engaged in, or is an affiliate or 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 perform the Service Provider's authorized duties for or on behalf of Client or its Affiliates. (e) Affiliates, Service Providers; 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(exi), 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 terms or conditions of this Agreement by Client's Affiliates and Service Providers. 11/12/2013 16.E.12. CONMEMUL (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 thins 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 of the Licensed Technology (each, an "Infringement "), Client shall: (i) immediately notify Licensor of such known or suspected Infringement; and (ii) 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. (1) 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 Packet Page -2968- accordance with, and to otherwise comply with, the hardwam/softwam 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 fonnat, 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. (j) 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 n 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 (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 11/12/2013 16.E.12. CONFIDENTIAL cooperation with respect to the obligations set forth in Section 20) 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. Se__ 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 Payments. (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: $ .445 per mile Breakfast: $6,00 Lunch: $11.00 Dinner. $19.00 Airfare: Actual ticket cost Rental car: Actual rental cost of midsize or smaller car Lodging: Actual cost of reasonable lodging at single occupancy rate Parking: Actual cost of 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 Packet Page -2969- 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 export and import duties, however designated, and any interest and penalties thereon, arising under this Agreement, other than taxes based on Licensoes 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 Client is sales tax exempt pursuant to Chapter 212, Florida 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 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. S. 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 Section 5, shall exercise the same degree of care and protection with respect to the Confidential Information of the party that has disclosed Confidential Information to the Receiving Party (the 11/12/2013 16.E.12. CONFIDENTIAL Disclosing Party) that it exercises with respect to its own Confidential Information, 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 of Work, or in exercise of its rights expressly granted hereunder. Receiving 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 Confidential Information; provided, however, that: (i)(1) 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) all 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) Exclusions. 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 confidentiality. 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 subpoena, court order or otherwise by applicable law, Receiving Party shall give prior timely notice of such disclosure to Disclosing Party to permit Disclosing Party to seek a protective or similar order, and, absent the entry of suckwt vr+der, Receiving Party shall disclose only such Confidential Information as is necessary to 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. Packet Page -2970- (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 Information remains a trade secret. This Section 5(c) is subject to Chapter 119, also known as the Public Records Law. 6. Term and Termination; Migration. (a) Term. This Agreement shall commence upon the Effective Date and remain in effect for an initial term of three (3) years (the "Initial Terre "), unless terminated 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; (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 Term. (b) Termination. 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 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 ` Ny Client. 11 /12/2013 16. E.12. k;ONF LWML (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 Government 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(f),O), 5, 6(c), 7(e),(f), 8, 9, 10, 11, 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 Packet Page -2971- 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 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 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 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- performance 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 (1) year 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 11/12/2013 16.E.12. 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 THIS 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 - INFRINGEMENT. NO LICENSOR AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY EXPANSION, MODIFICATION OR ADDITION TO THIS LIMITATION AND EXCLUSION OF WARRANTIES IN THIS 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 patty 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 Packet Page -2972- of the telephone lines 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 (iii) 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 by 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 11/12/2013 16.E.12. CONMENTUL prepaid but unearned 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 by Client. 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 OTHERWISE, INCLUDING WITHOUT Packet Page -2973- 8 LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME, GOODWILL OR REVENUE, COSTS INCURRED AS A RESULT OF DECISIONS MADE IN RELIANCE ON THE LICENSED TECHNOLOGY, LOSS OF USE OF THE LICENSED TECHNOLOGY OR ANY OTHER SOFTWARE OR OTHER PROPERTY, 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 Liability. UNDER NO CIRCUMSTANCES SHALL LICENSOR'S AGGREGATE MAXIMUM LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE PAYMENTS ACTUALLY MADE TO LICENSOR HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH ANY CLAIM IS MADE AGAINST LICENSOR. 11. Publicity. 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. Foreign 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, information systems and Records, and make extracts of information and 11/12/2013 16.E.12. CONFIDENTIAL copy any part of the Records at any reasonable time during normal 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 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 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. 14. General. (a) Neither party shall 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 9 Packet Page -2974- overnight courier, in each case addressed to the n following addresses: If to Licensor: CS STARS LLC Attn: Executive Vice President Professional Service 500 West Monroe Street Chicago, IL 60661 Facsimile: (312 )627 -6590 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 n party hereto upon notice given to the 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 no: 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. 11/12/2013 16.E.12. CONFIDENTIAL (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. (h) Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement. (i) 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. (t) 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. 10 Packet Page -2975- 11/12/2013 16.E.12. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. ATTEST: Dwight E:;Brock,- Cl&kof_Courts B.S�X:�l�`- Dated:` Y - (SfA '4 Attest as to Mairtm s- s i gnature on,. First Witness Sk Ael' N� TT e /print witne name I fitness T'Type /print w ess n meT Approved as to form and legal sufficiency: LV M4. �-% &4�j Assistant County Attorne I L L 7 Print Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: Tom enning, Chairman CS STARS LLC By: ' %St to Typed signature =-d 'title ti Packet Page -2976- 11/12/2013 16.E.12. CS STARS CS STARS Statement of Work #1 for Collier County Board of County Commissioners Brett Greenway, Senior Account Manager CS STARS LLC 3475 Piedmont Rd., Suite 1200 Atlanta, GA, 30305 Phone: 404.995.3016 Fax: 404.995:3017 Email: bgreenway @csstars.com October 9, 2008 Version 1 This document 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 1 d 14 Packet Page -2977- 11/12/2013 16.E.12. CS STARS Table of Contents 1. Maintenance Services and Support ............................................................... ..............................3 A. Software Product Licenses and Maintenance . ..............................3 B. Advanced Features and Universal Solutions ... ..............................3 C. Custom Software Maintenance ........................... ..............................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 FinancialAppendix ............................................................................................... .............................14 Page 2 of 14 Packet Page -2978- 11/12/2013 16.E.12. GS STARS V 0 1 This Statement of Work #1 ("Statement of Work ") describes services to be performed by CS STARS LLC ( "CS STARS ") for Collier County Board of Commissioners ( "Client "). This Statement of Work is subject to all the terms and conditions of the Software License and Services Agreement entered into by the parties on November 24, 2008 (the "Agreement "). This Statement of Work is effective on November 24, 2008 (the "SOW # 1Effective Date ") and will remain in effect through November 23, 2011 unless terminated sooner in accordance with the Agreement Any capitalized terms not defined in this Statement of Work shall have the same definitions as set forth in the Agreement. 1. Maintenance Services and Support: Ongoing software maintenance and related support 2. Price and Payment Schedule: Cost breakout for project products and ongoing services 3. Statement of Work Approval 4. Appendices and Additional Approvals: Additional details that apply to information contained in this Statement of Work 1. Maintenance Services and Support The following describes the services included for the ongoing maintenance of this account. CS STARS will license the following software to Client in accordance the terms and conditions of the Agreement: A Software Product Licenses and Maintenance Core'Software Deliverables :Description, j STARSTM Professional Edition 1 9 named User licenses j ► Version 8.10 of STARS T"' Professional Edition. Upgrades ► Any Upgrades to the STARS"' Software for the Edition licensed under the Agreement that are generally released during the term of this Statement of Work. Any Client Support Hours used to install Upgrades will be applied against Client's ongoing Client Support j Hours. Migrations (for non- ► Migrations to new CS STARS software platforms are not included Enterprise clients only) in this Statement of Work and will require an additional SOW (i.e. migration from STARS T`''' Professional Edition to STARSTI,' Enterprise). ► Client may contact its CS STARS service representative to obtain a pricing indication for a migration to a new CS STARS software platform. B. Advanced Features and Universal Solutions This section provides details about advanced system features included in this Statement of Work. Page 3 of 14 Packet Page -2979- 11/12/2013 16.E.12. CS STARS Deliverable Description Maintenance of Advanced Maintenance services related to Advanced Features and j Features and Universal Solutions 1 Universal Solutions included in attached Project Scope and Deliverables section will be applied against the Client Support j Hours. If set Client Support Hours are depleted, additional Client i j Support Hours will be charged as incurred. Advanced Features Used: Maintenance services related to Advanced Features will be Custom Letters applied against the Client Support Hours. If set Client Support Events and Validations Hours are depleted, additional Client Support Hours will be charged as incurred. Universal Solutions Used: Maintenance services related to Universal Solutions will be None applied against the Client Support Hours. If set Client Support Hours are depleted, additional Client Support Hours will be I charged as incurred. C. Custom Software Maintenance Deliverable Description Maintenance of Custom Solutions i Maintenance services related to custom plug -ins included in attached Project Scope and Deliverables section are included in this Statement of Work. Custom Plug -In 1 HR Interface Page 4 or 14 Packet Page -2980- D. Technical Services D Description I 1 ASP Setup Client Data will be I hosted on CS I STARS's servers during the term of this Statement of Work. 3 11/12/2013 16.E.12. CS STARS What's Included in:this Deliverable ► 200 Megabytes for storage for up to 25,000 claim records are included. Total storage shall not 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. ► Additional storage can be purchased at a rate of 51000 per one gigabyte of storage. Backups of Database one time nightly ► Standard Audit/Monitoring feature is not enabled in STARSTM. ► Client requested Data Recovery Services can be purchased at CS STARS's then - current rate for such services at the time of the request. ► Client is responsible for allowing appropriate firewall access to STARS rm ASP environment. Installation, maintenance, tuning, administration or enhancement of Client system environment, networks, servers, or other equipment is not included this Statement of Work. n 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 the transmittal of data to CS STARS are not included in this Statement of Work and shall be payable by Client directly to such data providers. Standard Data Processing: The CS STARS standard turnaround time for non -daily and non - weekly scheduled claim and transaction data processing is three (3) business days from the time that CS STARS Data Operations Center confirms that incoming data is in the expected data layout, balances to control totals, and passes basic quality checks performed by CS STARS. Data processing will take place during CS STARS's normal business hours. Unless specifically stated otherwise, the Scheduled Data Processing Services deliverable relates only to loading data into the Licensed Software, but not any extracts of such data. Page 5 of 14 Packet Page -2981- 11/12/2013 16.E.12. CS STARS Data Source Components Frequency Data Processing Details Johns Eastern 0 Cairns Annually Standard Data Processing ❑ Transactions I I 1 ❑ Semi -Amu* ❑ NoteslComme ❑ Qwrterly ❑ DraneslTasks Mmttdy Contacts / Vendors . ❑ &Weeldy ❑ OSHA Data ❑ Weekly ❑ Pol'icy Data ❑ Once Daily ❑ Location Data ❑ oter. Values Data ❑ Omer For additional details regarding Scheduled Data Processing Services, please see Data Conversion and Scheduled Data Processing Services Appendix. F. Ongoing Training Travel for ongoing training will be billed as incurred unless included in Ongoing Services and Travel section. Deliverable Description FWhars Included3n,this Deliverable Instructor Led Live instructor led training for I 1 day (8 hours maximum per day) of Training groups of Client users. onsite instructor led training for up to 15 colleagues per year at Client's Naples location or at a CS STARS's i training facility. i e Configuration of standard training i materials Users Conference Registration fees for CS STARS 11 2 registration fees are included in this Fees Users Conferences included Statement of Work. j Page 6 of 14 Packet Page -2982- 11/12/2013 16. E.12. CS STARS G. Ongoing Services and Travel Deliverable ' What's Included In Deliverable Client Support, Account I ► Package of 125 annual Client Support Hours is included in Management and Consulting j this Statement of Work. Client may pre - purchase additional Services Client Support Hours packages in advance of the complete erosion of any package at the same rate that Client is ! charged for such Client Support Hours in the initial package. ► Additional Service Hours purchased by Client after all Client j Support Hours have been eroded will be billed as incurred at CS STARS' then - current rate at the time of the request. ► Support is offered during CS STARS normal business hours. j ► Customer support, account management and consulting services related to maintenance and ongoing use of the C Software. Examples include, but are not limited to, service j 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 claim takeover analysis; changes to j existing workflows or system setup; consulting related to j changes to custom solutions, changes to data conversions or changes to reports; technical assistance, creation of events and validations, maintenance of custom reports, status calls, meetings and Documentation. Ongoing Travel 1 Travel may be required for Services including, but not limited to, training, working meetings, stewardship meetings, project meetings, and technical services required for Upgrades or } installations. ► 2 trips for 2 team members for up to S750 per person are included. Additional travel will be billed as incurred. Page 7 of 14 Packet Page -2983- 11/12/2013 16.E.12. CS STARS 3. Pricing and Invoice Schedule See Financial Appendix for additional billing details. Fees do not include applicable taxes. All fees are subject to U.S. State Sales Tax, where applicable. Detiverabte , Fees' Payment Schedule Year 1 Fees $81,000 Billed on SOW #1 Effective Date. Year 2 Fees $81,000 ; R Billed on: November 24, 2009. Year 3 fees $81,000 Billed on: I November 24, 2010. 4. Statement of Work Approval This offer will expire on November 23, 2008. IN WITNESS WHEREOF, the undersigned have duly executed this Statement of Work, or have caused this Statement of Work to be duly executed on their behalf as of the SOW #1 Effective Date. Collier County Board of Commissioners Name r atu 1,11 e ±/'n tiC7J� yf>'Pf- . Title CS STARS LLC Name_ Signature Title J /'s %f�" I it a�aa� Date Date Page 8.0(14 Packet Page -2984- 11/12/2013 16.E.12. CS STARS Data Conversion and Scheduled Data Processing Services Appendix The following further explains the Data Conversion Services deliverable. Client is responsible for facilitating delivery of Client Data to CS STARS from all data providers, including a layout definition or data dictionary. Important Distinction All Client Data provided to CS STARS must be encrypted using the NIST /AES 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 Client's data providers are able to provide such data components. Fees charged by data providers are not included in this Statement of Work and shall be payable by Client direly to the data providers. Client is responsible for facilitating delivery of control In the event that control total reports are not available total reports to CS STARS for each data provider. for a data provider, Client must provide written approval of agreement with CS STARS on a method of reconciliation. Cumulative claims data conversion A cumulative claims data conversion consists of claim indicative data (name, address, loss date, etc.) and summary financials only and does not include other data elements (adjuster notes, OSHA records, contacts, and/or historical detailed payments /reserve transactions). Historical detailed transactions are only included if the component entitled "Historical transaction data conversion" is selected in the Statement of Work. Page 9 of 14 Packet Page -2985- 11/12/2013 16.E.12. CS STARS Detail . Important:Disiinetion Historical transaction data conversion . Historical transaction data conversion includes detailed historical payment and reserve transactions only. CS STARS will work with Client to develop data mapping and transformation rules. CS STARS will develop data conversion program(s) and processes. CS STARS will map/integrate the Client Data received from all data providers into a single repository and match claims between data providers, if needed. In the event of an imbalance between claim summary financials and detailed transactions, the claims may be balanced to the transactions or vice versa, dependent on feedback from the data provider and Client Fees charged by data providers are not included in this Statement of Worts and shall be payable by Client directly to the data providers. Data associated with history of check processing and printing is not included in an historical transaction conversion. Data associated with historical medical bill invoice/line item conversion is not included in an historical transaction conversion. CS STARS cannot fabricate data based on the source data or other factors. CS STARS will only develop data conversion program(s) and processes for data conversion components explicitly listed in the Statement of Work. 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. Some information may not be available through the data provider, if the data is available, the data provider may charge Client an additional fee that is not included in this Statement of Work Client may need to provide assistance in claim matching activities. This activity does not include claim matching or data 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 Work. Page 10 of 14 Packet Page -2986- Detail CS STARS will perform three (3) data loads into the STARS TM database: one initial load into the Test STARSTm database, one additional load containing revisions into the Test STARSTm database, and one final load into Production. CS STARS will perform the following 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; reconciliation of all 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 conversion results. 11/12/2013 16.E.12. CS STARS impartant Distinction Any time spent by CS STARS to create more than the three (3) specified data loads will be charged against the Client Support Hours or, if all Client Support Hours have been eroded, all time spent will be charged to Client at CS STARS's then - current rate for such services. Within ten (10) business days of the date that CS STARS forwards the mappings to Client, Client shall review /test the mapping(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. STARST"' Standard Business Rules and Data Operations Standard Test Plan are available upon request. Conversion result documentation includes the following: • Reconciliation results between control total reports and data conversion reports and documented explanation of discrepancies, if needed • STARST111 Gate reports • STARSTI*', Update reports Page 110 14 Packet Page -2987- 11/12/2013 16.E.12. CS STARS The following further explains the Scheduled Data Processing Services deliverable. Detail Data 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 data conversion processing, source data validation, and update of data from Carriers or TPAs into STARST11 or ClaimSuiterm. 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 / TPA Resolution of claims that are missing or have been dropped from the Carrier / TPA feed Troubleshooting data related issues with the Carrier / TPA Scheduled Daily loads into the STARS T11 database Important Distinction Not all data providers are able to provide all data components for data 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 directly to its data providers. Claim -only 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 imbalance between claim summary 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 (.e. one carrier/TPA assumes the claims for another carrier/TPA) require a new Statement of Work or Work Order and will 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 STARS's then- current 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 quality issues with the data provider and correction of these errors through CS STARS programming efforts will be billed as incurred. Daily loads are performed once daily during an agreed upon nightly window. Page 12 of 14 Packet Page -2988- 11/12/2013 16.E.12. CS STARS Detail Distinction CS STARS will perform scheduled loads into the CS STARS's standard data processing schedule is to STARS'"' database during an agreed upon time perform scheduled non -daily or non - weekly data frame. updates into the STARS' database during CS STARS's normal business hours (Monday — Friday 8:00 a.m. to 5 :00 p.m. CST, except CS STARS holidays) with minimal disruptions. 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 STARSTI standard business rules; reconciliation of all exceptions produced during loads into the STARS W, database; resolution of claims that are missing andlor have beer: dropped from the data source, all based on control total reports and Client Data provided by Client and/or its data providers. Initiated: Clil nt. A CS STARS f _ Client is responsible for identifying and communicating an acceptable scheduled update time period. 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 time 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 with 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. Page 13 of 14 Packet Page -2989- Financial Appendix Main Client Business contact Information Business Contact Name Jeff Walker Business Contact Title Director of Risk Management Business Contact Address 3301 Tamaimi Trail Naples, FL 34112 (239) 252-8906 (239) 530-6401 JeffWalker@colliergov.net Business Contact Phone Business Contact Fax Business Contact Email Address Client Billing Information Billing Contact Name Billing Contact Title Billing Contact Address Jeff Walker Director of Risk Management 3301 Tamaimi Trail Naples, FL 34112 Billing Contact Phone (239) 252-8906 Billing Contact Fax (239) 530 -6401 Billing Contact Email Address JeffWalker@colliergov.net Client Tax Jurisdiction' Billing Currency USD Preferred Invoicing Method Mail *If Client has a tax exempt status, please attach tax exempt form to this appendix. For European clients, please indicate VAT or No VAT in this section as well. Payment Remission Details 11/12/2013 16.E.12. CS STARS I CS STARS Lockbox for Payments I Overnight Courier Address ACH Wire Instructions CS STARS LLC Wells Fargo Lockbox Bank. Wells Fargo Bank P.O. Box 201739 CS Stars LLC Dallas, TX Dallas, TX 75320-1739 PO Box 201739 ABA: 121000248 2975 Regent Blvd Account No: 4121269922 Irving, TX 75063 Initialed: Client V CS STARS —-_ if I I 9�5 Page 14 0114 Packet Page -2990- 11/12/2013 16.E.12. CS STARS CS STARS Statement of Work #2 for Collier County Board of Commissioners ENEEE ENNNEENNN N■ ■ONESEENMENEMEN■ Brett Greenway, Senior Account Manger CS STARS LLC 3475 Piedmont Rd., Suite 1200 Atlanta, GA, 30305 Phone: 404.995.3016 Fax. 404.995.3017 Email: bgreenway @csstars.com October 9, 2008 Version 1 This document contains proprietary and confidential business information and is intended solciv 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 1 d 11 Packet Page -2991- 11/12/2013 16.E.12. Mb� IMA, Table of Contents 1. Project Scope and Deliverables .................................................................... ..............................3 A. Migration of Standard System Configuration .. ..............................3 B. Migration of Data Conversion ............................. ..............................5 C. Migration of Reports/ Reporting .......................... ..............................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 ProjectManagement Appendix ............................................................................ ..............................9 Page 2 d l l Packet Page -2992- 11/12/2013 16.E.12. CS STARS Statement of o r STARS Software This Statement of Work #2 ( "Statement of Work ") describes services to be performed by CS STARS LLC ( "CS STARS ") for Collier County Board of Commissioners ("Client "). This Statement of Work is subject to all the terms and conditions of the Software License and Services Agreement entered into by the parties on November 24, 20013 (the "Agreement "), This Statement of Work is effective on November 24, 2008 (the "SOW #2 Effective Date ") and will remain in effect through Migration Closure (as defined herein), unless terminated sooner in accordance with the Agreement. Any capitalized temis not defined in this Statement of Work shall have the same definitions as set forth in the Agreement. 1. Project Scope and Deliverables: Identifiable deliverables 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 Services to be performed by CS STARS under this Statement of Work. Any services or deliverables not specified in What's Included in this Deliverable column are expressly excluded from this Statement of Work. k Migration of Standard System Configuration The following deliverables will be configured using standard configuration tools in the STARS software. DQtiverable 17escrlption What's.lncluded in thls Deliverable Migration of Software I Software migration services to be performed by a primary support team that will leverage resources and experience of 1 STARS personnel to migrate j Client from STARS' I I Professional Edition ( "STARS PE's to STARST'' Enterprise ( "STARS Enterprise) I Migration of System migration services I t Conversion of all claim records. System as follows: F t Conversion of all reserve and payment Convert existing STARS PE records. database to the STARS 1 Conversion of notes and diaries. I j Enterprise database model ► Conversion of rolodex records to contact records Conversion of required policy information if applicable Page 3 of 11 Packet Page -2993- 11 /12/2013 16. E.12. CS STARS Deliverable Description YYhafs Included in this Deliverable Migration of Codes Convert codes and code li Convert existing field labels as they exist in and Fields descriptions from STARS PE, STARS PE such as cause codes, ! Code and Field label clean -up or revamp is payment types, etc., into not included STARS Enterprise Migration of Convert existing screen The following items are not included as part Screen Design designs for the following of the Migration Services: modules: 1 Replication of My STARS settings Incidents i established by each current STARS PE j� Claims user. ® Occurrence ® Transaction I Replication of specific search menus Contacts / Vendors established by each current STARS PE ® Policy user ® Location Migration of Convert existing location ! Migration includes C.O.P.E. data Location Hierarchy hierarchy from STARS PE 1 Location structure reorganization is not a i account design into a STARS Enterprise location structure. included in migration services Migration of Setup of user IDs in STARS Define User Security groups in STARS Security Enterprise Enterprise in order to provide similar Configuration security restriction currently in place in STARS PE. All users will require a valid email address Migration of I Setup event notifications and Events and j validations previously Validations ' configured in STARS PE. I Migration of j CS STARS will migrate ! This does not include the configuration of Interview Entry j existing configuration of the Review of Incidents module. ! Interview Entry into STARST"` Enterprise after consultation I with Client and based on I specifications mutually agreed to by the parties. j Page a X11 Packet Page -2994- 11/12/2013 16.E.12. CS STARS B. Migration of Data Conversion Migration of the following ongoing data sources to allow for source updates into the STARS Enterprise database: • The migration is not meant to address outstanding issues or change requests 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 services do not include programming to account for takeover claims or layout/format changes. C. Migration of Reports/Reporting Migration of existing STARS PE reports as follows: Deliverable ` Description FWhaaft-Inciuded in this.Deliverable Existing standard Existing STARS PE reports 1 Previously configured My Reports and 'STARS PE reports using STARS PE standard Alerts will need to be reconfigured by the report templates will be individual user. converted to the STARS 1 Existing Report bursting capabilities for 4 Enterprise database. report distribution will need to be recreated by the CLIENT. Page 5 of 11 Packet Page -2995- 11/12/2013 16.E.12. CS STARS D. Training on Enterprise Product Deliverable Description What's Included in this Deliverable Instructor Led ( Live instructor led training for M 1 day (8 hours maximum per day) of Training +; large groups of Client users. ! onsite instructor led training for up to 15 colleagues at Client's Naples location or at a CS STARS training facility. 6 Configuration of standard training materials E Project Management Deltverable Description.' What's Included in.this Deliverable -- Project Management 1 The Project Management Project schedule indicating estimated Institute's (PMI) best practices project completion, critical paths and for managing projects via the CS slack l STARSProTM methodology. ` Project status reports and calls, to discuss activities completed, activities scheduled and issues M Implementation support from the CS STARS Project Management Office (PMO) j Client User Client User Acceptance Testing j CS STARS will provide Client with ! Acceptance Testing is required for approval of all project deliverable for User deliverables outlined in the Acceptance Testing and will provide { Project Scope and Deliverables Client guidance on the testing process. section. If Client does not provide CS STARS with i feedback, the deliverable will be i deemed accepted thirty (30) days after delivery. Page S d l l Packet Page -2996- Migration Closure is defined as the following: • Client User Acceptance Testing period has elapsed. • The deliverables outlined above are provided in substantial conformity to the specifications set forth in this Statement of Wortc • Client is provided a migration services closure letter and any supporting data validation documentation created as part of the deliverables. • Access to STARS Professional Edition is discontinued 11/12/2013 16.E.12. CS STARS Aoditional details regarding project approach and responsibilities can be found in the Project Management Appendix. F. Travel "De[iverabte What's, Included lin ©etiverable Travel ► Travel may be required for Services including, but not limited to, training, working meetings, stewardship meetings, project meetings, and technical services required for the Migration. ► 1 trips for 2 team members for up to 5750 per person are included. Additional travel will be billed as incurred. Page 7 a'`11 Packet Page -2997- 11/12/2013 16.E.12. CS STARS 2. Pricing and Invoice Schedule See Financial Appendix for additional billing details. Fees do not include applicable taxes. All fees are subject to U.S. State Sales Tax, where applicable. Deily able , Fees . 3. Statement of Work Approval This offer will expire on November 23, 2008. IN WITNESS WHEREOF, the undersigned have duly executed this Statement of Work, or have caused this Statement of Work to be duly executed on their behalf as of the SOW #2 Effective Date. Collier County Board of Commissioners CS STARS LLC Name Name ,""Urel Mignature 1 -1 c c n.-� T �n tw n c... n Title Title Date . Date�— Page 8 of 12 Packet Page -2998- Payment Schedule- Year 1 Fees Migration Fee S6,666.68 ( 6 Billed on SOW #2 Effective 3 Date. I J i Year 2 Fees Migration Fee FS6,666.66 Billed on November 24, 2009 Year 3 Fees Migration Fee 56,666.66 F Billed on November 24, 2010 3. Statement of Work Approval This offer will expire on November 23, 2008. IN WITNESS WHEREOF, the undersigned have duly executed this Statement of Work, or have caused this Statement of Work to be duly executed on their behalf as of the SOW #2 Effective Date. Collier County Board of Commissioners CS STARS LLC Name Name ,""Urel Mignature 1 -1 c c n.-� T �n tw n c... n Title Title Date . Date�— Page 8 of 12 Packet Page -2998- 11/12/2013 16.E.12. CS STARS Project Management Appendix Engagement Methodology - The CS STARSProTm 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 form 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 their part in the major activities of a CS STARS project. It outlines 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 Business Sponsor— This person will be responsible for final approval and signoff on all deliverables. They will also serve as a point of escalation for any project related risks or issues. Client Project Manager— This person will work directly with the CS STARS project manager to manage project timelines, risks and align Client resources to complete tasks within the timelines outlined in the project schedule. Client System Administrator— This person will be the ongoing resource assigned to maintain the STARSTA' software. They will work directly with the project team to define specifications and understand configuration options selected during implementation. Milestones n 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 milestones 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 STARS's obligations under this Statement of Work. Major Milestone ; Client'.0 mtributiorts Kickoff meeting A successful kickoff meeting requires attendance by project sponsor, project managers and end users. Identification of decision maker or point -person during this meeting is essential. Client and CS STARS will review the Statement of Wart,, during this meeting to confirm accuracy and completeness of project deliverables. Completion of Engagement during specification process; Client may need to produce sample of specifications. output files or data from legacy system(s) to be integrated with CS STARS software. Test environment If installation is local, hardware for test environment is to be supplied by Client. ASP established installations will include a test environment provided by CS STARS. Transfer of deliverables Commitment to structured user acceptance testing and signoff on deliverables at from test to production the conclusion of User Acceptance Testing (UAT). Please note that Client UAT is environment. generally required within 2 weeks from Client's receipt of a deliverable from CS STARS. A deliverable will be deemed accepted if no feedback is received by CS STARS within thirty (30) days of delivery to Client. MajorMillestone Client - Contributions _. Page $of11 Packet Page -2999- 11/12/2013 16.E.12. Change Deadlines Research shows that for every month a project progresses there is a 1— 2% increase in the scope of the project This is evident even in controlled conditions (i.e. project management). Further, as the project progresses, the cost of change increases substantially — change becomes more expensive and time - consuming. 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 Work will be outlined in a written amendment to the Statement of Work and may result in additional cost to Client. Change control procedures consist of: • 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 Packet Page -3000- CS STARS Training Successful training requires a complete audience of stakeholders and end users. If training is to be held at Client's facility, Client will be responsible for securing a training location/room, requesting staff participation, scheduling, etc. Decisions Needed Throughout the project, the CS STARS team will need Client to make choices about the implementation of the STARSTO 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 Client and a rough estimate of the timeframe. Decisions and Actions information Needed Timeframe Needed System specifications Decisions regarding screen designs, security setup and Beginning of project other system specifications such as custom solutions or custom reports. Validation of data Approval and signoff is needed on data mappings and Middle of project. conversion deliverables prior to final load of conversion into the system, Decisions regarding third- Decisions may be required if third -party Middle of project party deliverables datalnformation is late, incomplete or missing. Signoff on deliverables Project sponsor required to sign off on all incremental Middle of project and deliverables and final implementation within ten (10) End of project. business days of Client's receipt of any deliverable. Change Deadlines Research shows that for every month a project progresses there is a 1— 2% increase in the scope of the project This is evident even in controlled conditions (i.e. project management). Further, as the project progresses, the cost of change increases substantially — change becomes more expensive and time - consuming. 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 Work will be outlined in a written amendment to the Statement of Work and may result in additional cost to Client. Change control procedures consist of: • 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 Packet Page -3000- 11/12/2013 16. E.12. CS STARS n The CS STARS project manager works with Client to define what constitutes a minor change, a change to existing scope or a change outside scope. Changes allowed will be based on the agreed upon project timeline and will adhere to the below basic guidelines for all CS STARS projects. Chan eT 9 —Type Recommended Deadline Minor changes Permitted up to month prior to "go live" Changes to existing project scope Permitted up to the mid point of implementation Changes outside project scope Permitted up to the first quarter point of implementation Collier County Board of Commissioners Name Title CS STARS LLC Name Signature 1j L Title Date Da— ate Page 11 of 11 Packet Page -3001- 11/12/2013 16.E.12. CS STARS CS STARS Statement of Work #3 for Collier County Board of County Commissioners EMENEENEEMEEMENEE■ SEENEEME EENEEME■■ M■N■■NEEE■■EEN,E■ Brett Greenway, Senior Account Manager CS STARS LLC 3475 Piedmont Rd., Suite 1200 Atlanta, GA, 30305 Phone: 404.995.3016 Fax: 404.995.3017 Email: bgreenway @csstars.com October 16, 2008 Version 1 This document 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. n Page 1 of 8 Packet Page -3002- 11/12/2013 16.E.12. CS STARS ^ Table of Contents 1. Project Scope and Deliverables ..................................................................... ..............................3 A. Required Meetings ......................................._........ ..............................3 B. Advanced Feature Setup and Universal Solutions .......................4 C. initial Training ........................................................ ................._............4 D. Project Management ............................................ ..............................5 2. Maintenance Services and Support ............................................................... ..............................6 A. Software Product Licenses and Maintenance . ..............................6 B. Advanced Features and Universal Solutions ... ..............................6 3. Pricing and Invoice Schedule ......................................................................... ..............................7 4. Statement of Work Approval .......................................................................... ..............................7 InterviewEntry Appendix ...................................................................................... ..............................8 Page 2 of 8 Packet Page -3003- 11/12/2013 16.E.12. CS STARS This Statement of Work #3 ( "Statement of Work ") describes services to be performed by CS STARS LLC ( "CS STARS ") for Collier County Board of Commissioners ( "Client "). This Statement of Work is subject to all the terms and conditions of the Software License and Services Agreement entered into by the parties on November 24, 2008 (the "Agreement"). This Statement of Work is effective on November 24, 2008 (the "SOW # 3 Effective Date ") and will remain in effect through November 23, 2011 unless terminated sooner in accordance with the Agreement Any capitalized terms not defined in this Statement of Work shall have the same definitions as set forth in the Agreement. 1.. Project Scope and Deliverables: identifiable deliverables included in this Statement of Work 2. Maintenance Services and Support: Ongoing software maintenance and related support 3. Price and Payment Schedule: Cost breakout for project products and ongoing services 4. Statement of Work Approval 5. 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 Services to be performed by CS STARS under this Statement of Work. Any services or deliverables not specked in What's Included in this Deliverable column are expressly excluded from this Statement of Work. A Required Meetings Deliverable Description Fwhars Included in this.Delhmrable Kickoff Meeting Initial meeting to kickoff project t Via Conference Call. Actual travel costs will i be billed as incurred. j Project binder. Working Meetings Meetings to gather information I 1 onsite project meeting for 1 day each for and review progress 2 project team members. Travel costs for throughout the project. up to $750 per person per trip are included j and additional travel will be billed as incurred. E On -site Assistance WebEx meeting to guide and I UAT will be performed via WebEx. Actual with User assist Client with User travel costs will be billed as incurred. Acceptance Acceptance Testing of system. Testing Page 3 d8 Packet Page -3004- 11/12/2013 16.E.12. CS STARS B. Advanced Feature Setup and Universal Solutions This section describes implementation services related to the configuration of the following Software features. These are features that are included in the Software but require additional configuration time. Deliverable Description -� Ati What's Included in this Deliverable Check Configuration of check printing I Setup of one bank account Writing /Printing module and check template(s) I Configuration of one check template based which will allow Client to print on sample provided by Client. checks from the STARSTm software. Client will be required to get the check template approved by its banking institution prior to use of such template in STARSTm. Interview Entry Configuration CS STARS will configure Interview Entry in STARST"' i 1 form and 5 paths are included. Up to 150 total questions are included. Enterprise after consultation 1 Up to 1 review roles are included with Client and based on specifications mutually agreed I Additional terms and conditions applicable to by the parties. to the Agreement and Sample intake forms are provided in Interview Entry Appendix. — Generic Lookup Configuration of standard I Data must feed in separately Configuration lookup functionality in I Use in STARSTm and STARS"-' Web. STARS" '' and /or STARS"", Web I 1 lookup required 1 time deployed on screens C. Initial Training Deliverable Description What's Included in this Deliverable Train- the - trainer Live instructor led training for one or more Client trainers charged with teaching STARST" to the broad Client user base. Page o of 8 I 1 days (8 hours maximum per day) of onsite train- the - trainer instruction led training for up to 15 Client designated trainers via WebEx or at a CS STARS training facility. I Configuration of standard training materials Packet Page -3005- 11/12/2013 16.E.12. CS STARS D. Project Management Deliverable Description What's Included in this Deliverable Project Management The Project Management 1 Project schedule indicating estimated Institute's (PMI) best practices project completion, critical paths and for managing projects via the CS slack STARSProTm methodology. ! Project status reports and calls, to discuss activities completed, activities scheduled and issues / Implementation support from the CS STARS Project Management Office (PMO) Client User Client User Acceptance Testing 1 CS STARS will provide Client with Acceptance Testing is required for approval of all project deliverable for User deliverables outlined in the Acceptance Testing and will provide Project Scope and Deliverables Client guidance on the testing process. section. If Client does not provide CS STARS with feedback, the deliverable will be deemed accepted thirty (30) days after delivery. Additional details regarding project approach and responsibilities can be found in the Project Management Appendix. Page 5 ad 8 Packet Page -3006- 11/12/2013 16.E.12. CS STARS �-. 2. Maintenance Services and Support The following describes the services included for the ongoing maintenance of this account. CS STARS will license the following software to Client in accordance the terms and conditions of the Agreement: A. Software Product Licenses and Maintenance Core .Software Deliverables Description STARS='" Enterprise Claims ! 50 Lite User licenses and Risk I Version 3.5 of STARST"' Enterprise Edition B. Advanced Features and Universal Solutions This section provides details about advanced system features included in this Statement of Work. Deliverable Description Maintenance of Advanced Maintenance services related to Advanced Features and Features and Universal Solutions Universal Solutions included in attached Project Scope and Deliverables section will be applied against the Client Support Hours. If set Client Support Hours are depleted, additional Client Support Hours will be charged as incurred. Advanced Features Used: Maintenance services related to Advanced Features will be Check Writing /Printing applied against the Client Support Hours. If set Client Support Interview Entry Hours are depleted, additional Client Support Hours will be Generic Lookup charged as incurred. Universal Solutions Used: Contact Import Maintenance services related to Universal Solutions will be applied against the Client Support Hours. If set Client Support Hours are depleted, additional Client Support Hours will be charged as incurred. Page 6of8 Packet Page -3007- 11/12/2013 16.E.12. CS STARS 3. Pricing and Invoice Schedule See Financial Appendix for additional billing details. Fees do not include applicable taxes. All fees are subject to U.S. State Sales Tax, where applicable. Deliverable Fees Payment Schedule Year 1 Fees implementation Fee $9,803.34 1 Billed on SOW #3 Effective Date ( Annual Fee 89,590 j Year 2'Fees Implementation Fee 59,803.33 Biped on November 24, 2009 ( Annual Fee F 89,590 Year 3 Fees Implementation Fee $9,803.33 1 Billed on November 24, 2010 Annual Fee 59,590 4. Statement of Work Approval This offer will expire on November 23, 2008. IN WITNESS WHEREOF, the undersigned have duly executed this Statement of Work, or have caused this Statement of Work to be duly executed on their behalf as of the SOW #3 Effective Date. Collier County Board of Commissioners CS STARS LLC Name Name Si ure Signature /�'�clt+Y� � /d /� /►'� f - � L n L � C, t _ i 't' t� \ r.. :'���c_i t' i Title Title Date Date J Page 7 of 8 Packet Page -3008- 11/12/2013 16.E.12. CS STARS Interview Entry Appendix Include sample forms that are used as the basis for the scope of the interview entry configuration deliverable. Please note that any changes may impact project scope and fees. Initialed: Ciie t� /7 CS STARS` aof8 Packet Page -3009-