Agenda 10/11/2011 Item #16E1W
10/11/2011 Item 16.E.1.
EXECUTIVE SUMMARY
Recommendation to approve a renewal of Agreement #11 -5649 with CS STARS, Inc.
for the lease of Risk Management Information Systems software services in the
amount of $112,069 annually.
OBJECTIVE: To gain approval of the renewal of Agreement #11 -5649 for a two -year
period with CS STARS, Inc. for the lease of risk management information systems software
services to support the County's risk management program.
CONSIDERATION: In FY 20Q5, the Board approved the lease of Risk Management
Information System (RMIS) software services from CS STARS. The current agreement
commenced in November, 2008 and has an initial term of three years with a provision to
renew the agreement for two additional years. According to the agreement, the fees at the
time of renewal will be at the "licensor's then current rates„ plus any additional services
agreed upon at the time of renewal. The proposed two year renewal commences on
November 24, 2091.
CS STARS is the largest provider of Risk Management information systems software and is
used by over 800 public and private entities, including the State of Florida, the City of
Jacksonville, Pinellas, Sarasota, and Broward counties. The system supports the Property,
Casualty and Workers' Compensation risk financing programs. This system permits the
n Risk Management staff to better utilize existing human resources to manage the various
processes and activities of the department. The STARS application can integrate with other
County systems such as SAP and Fleet 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 work processes the software supports includes claims intake and management;
subrogation program management; reporting; risk identification and measurement; the
scheduling and valuation of assets for insurance reporting purposes; support for 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.
Since implementation, the majority of the department's activities are now electronic, which
has resulted- in the virtual elimination of paper filing and storage. Thousands of paper files
have been scanned 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
Packet Page -755-
place to provide near real time reporting to
of 700 loss reports are electronically
Administrators.
10/11/2011 Item 16. E.1.
inform and to promote accountability. In excess
burst each month to Directors and Division
The proposed contract scope includes two major areas of improvement over the current
system. First, the County will have access to the Business Intelligence Reporting module.
The fully integrated module provides users with comprehensive data access, intuitive report
design tools, and powerful analytic capabilities which can support and simplify reporting.
Second, the department will be upgraded to the latest version of STARS Enterprise 2011.1.
This new version provides for more streamlined claims management processes by
increasing the automation of the system which will reduce the administration time of notes,
tasks, and file attachments. It will also increase the overall system performance by
leveraging Microsoft Silverlight technology.
The commencement date of the agreement is November 24, 2011.
FISCAL IMPACT: The cost of the STARS system is $112,069 per year. This compares
to the current cost of $109,259 per year. This is an increase of $2,810 per year or 3 %. It
includes the new Business Intelligence Reporting module and the upgrades mentioned
above. The cost is split between Fund 516, Property and Casualty Insurance and Fund
518, Workers' Compensation Insurance for this lease. Sufficient funds have been
budgeted to lease the system.
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated
with this item.
LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County
Attorney's Office, is legally sufficient for Board action and only requires a majority vote for
approval —SRT.
RECOMMENDATION: That the Board approves the lease of the CS STARS Risk
Management Information System software services and authorizes the Chairman to
execute a contract between the County and CS STARS, Inc.
PREPARED BY: Jeff Walker, CPCU, ARM, Director, Risk Management
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10/11/2011 Item 16.E.1.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.E.1.
Item Summary: Recommendation to approve a renewal of Agreement #11 -5649 with CS
STARS, Inc. for the lease of Risk Management Information Systems software services in the
amount of $112,069 annually.
Meeting Date: 10/11/2011
Prepared By
Name: WalkerJeff
Title: Director - Risk Management,Risk Management
9/14/20114:56:27 PM
Submitted by
Title: Director - Risk Management,Risk Management
Name: WalkerJeff
9/14/20114:56:28 PM
Approved By
Name: SmithKristen
Title: Administrative Secretary,Risk Management
Date: 9/14/2011 5:04:12 PM
Name: WoodLyn
Title: Contracts Special ist,Purchasing & General Services
Date: 9/15/20119:16:02 AM
Name: CarnellSteve
Title: Director - Purchasing /General Services,Purchasing
Date: 9/20/20113:18:39 PM
Name: PriceLen
Title: Administrator - Administrative Services,
Date: 9/26/2011 1:09:31 PM
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n Name: TeachScott
Title: Deputy County Attomey,County Attorney
Date: 9/28/20119:19:06 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 9/30/2011 3:02:00 PM
Name: FinnEd
Date: 10/3/2011 2:53:00 PM
Name: OchsLeo
Title: County Manager
Date: 10/3/2011 5:49:21 PM
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10/11/2011 Item 16.E.1.
10/11/2011 Item 16. E.1.
I
CS STARS Statement of Work
#4 for Collier County Board of
Commissioners
Stephen Sandberg, ARM 11 Account Executive
CS STARS LLG
3560 Lenox Rd, Suite 2400
Atlanta, GA 30326
Phone: 404 -995 -3148
Fax: 404 -995 -3149
Email: ssandberg @csstars.com
July 18, 2011
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 of
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10/11/2011 Item 16.E.1.
CS STARS
Table of Contents
1' Maintenance Services and Support ............................................................................................. 3
A- Software Product Licenses and Maintenance ............................... 3
BL Advanced Features and Universal Solutions. ................................ 4
C. TechnicaServicms-------------------------.4
O. Scheduled Data Processing Services ............. ................... ........... 5
E. Ongoing Training ................................... ......... ............ .......... .......... 5
F. Ongoing Services and Travel .................... .................................... G
3. Pricing and Invoice Schedule ....................................................................................................... 7
Page zofo
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10/11/2011 Item 16. E.1.
CS STARS
mend Of - ak for %SMARS7 Software
This Statement of Work # #4( "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, as amended (the "Agreement').
This Statement of Work is effective on November 24, 2011 (the "SOW # 4 Effective Date ") and will remain in
effect through November 23, 2013, 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 3 of &
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10/11/2011 Item 16.E.1.
3 7'
B. Advanced Features and Universal Solutions
This section provides details about advanced system features included in this Statement of Work.
Advanced Features Used:
Maintenance services related to Advanced Features will be
• Interview Entry
applied against the Client Support Hours. If set Client Support
Hours are depleted, additional Client Support Hours will be
• Custom Letters
charged as incurred.
• Events & validations
• Generic Lookups
Universal Solutions Used:
Maintenance services related to Universal Solutions will be
• HR Import Tool
applied against the Client Support Hours. if set Client Support
Hours are depleted, additional Client Support Hours will be
Contact Import
charged as incurred.
C. Technical Services
DeEiverable
"Description
on ;m �tt�t's:lnolutted ira.this l3e� veiab�e
ASP Setup Client Data will be k 1,000 Megabytes for storage for up to 25,000
hosted on CS claim records are included. Total storage shall
STARS's servers not exceed 1,000 megabytes.
during the term of this k 25 additional gigabytes of storage for all other
Statement of Work. data, including, but not limited to transactions,
attachments and any supplemental custom
tables.
Additional storage can be purchased at a rate
of $1000 per one gigabyte of storage.
Backups of Database one time nightly
It Standard Audit/Monitoring feature is not
enabled in STARSTm.
k, Client requested Data Recovery Services can
be purchased at CS STARS's then - current rate
for such services at the time of the request.
k Client is responsible for allowing appropriate
firewall access to STARST" ASP environment.
Installation, maintenance, tuning, administration or enhancement of Client system environment, networks,
servers, or other equipment is not included this Statement of Work.
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10/11/2011 Item 16.E.1.
Client is responsible for complying with the minimum technical requirements as provided in the Hardware
and Software Documentation.
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.
E. Ongoing Training
Travel for ongoing training will be billed as incurred unless included in Ongoing Services and Travel section.
Page 5 of 8 . _4
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10/11/2011 Item 16.E.1.
F. Ongoing Services and Travel
Deliverable
What's Incfuded in Deliverable
Client Support, Account
I Package of 125 annual Client Support Hours is included in
Management and Consulting
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.
I, Additional Service Hours purchased by Client after all Client
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.
is Customer support, account management and consulting
services related to maintenance and ongoing use of the
Software. Examples include, but are not limited to, service
time spent on: Upgrades, migrations, user assistance with
features, troubleshooting, testing, project management,
issues management, stewardship meetings, account
management, report configuration, data reconciliation, Third
Party Administrator claim takeover analysis; changes to
existing workflows or system setup; consulting related to
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.
Change Orders
► Change orders may be created by CS STARS and Client for
Client- requested additional 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.
_...n_._
g -��
Ongoing Travel
rv.. but not limited
t, required for Se vices including,
or training, work'g stewardship meetings, project
meetings, and technical services required for Upgrades or
installations.
1 2 trips for 2 team members for up to $750 per person are
included. Additional travel will be billed as incurred. Travel
expenses will be billed in accordance with Section 112.061,
Florida Statutes.
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10/11/2011 Item 16.E.1.
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.
De(i�,erable
Fees
Year 1 Fees
$112,069
Year 2 Fees
$112,069
4. Statement of Work Approval
This offer will expire on 11/23/11.
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 #4 Effective Date.
Collier County Beard of Commissioners
Name
Signature
FRED W. COYLE, Chairman
Title
Date
Br.
DePntY anty MAAtttomrney
CS STARS LLC
Name William B, Diaz
Si J nature
Title
Date
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10/11!2011 Item 16.E.1.
CS STARS
I--- Financial Appendix
Main Client Business Contact Information
Overnight Courier Address
Business Contact Name
Jeff Walker
Business Contact Title
Director, Risk Management
Business Contact Address
3301 Tamaimi Trail Naples, FL 34112
Business Contact Phone
(239) 252 -8906
Business Contact Fax
(239) 530 -6401
Business Contact Email Address
jefFwalker a collieroov.net
Client Billing Information
Billing Contact Name
Jeff Walker
Billing Contact Title
Director, Risk Management
Billing Contact Address
3301 Tamaimi Trail Naples, FL 34112
Billing Contact Phone
(239) 252 -8906
Billing Contact Fax
(239) 530 -6401
Billing Contact Email Address
ief walker;ccciGerctov.nt
Client Tax Jurisdiction*
Billing Currency
USD
Preferred Invoicing Method
! Email
*If Client has a tax exempt status, please attach
tax exempt form to this appendix. For European clients, please
indicate VAT or No VAT in this section as well.
Payment Remission Details
CS STARS Lockbox for Payments
Overnight Courier Address
ACH Wire Instructions
CS STARS LLC
Wells Fargo Bank - Regulus
I Bank: Weiss Fargo Bank
P.O. Box 201739
Attn: 201739 CS STARS
Dallas, TX
Dallas, TX 75320 -1739
2975 Regent Blvd
ABA: 121000248
C
Irving, TX 75063
Account No: 4121269922 j
Initialed: Client CS STARS 4-`1177)
Page 8 of 8
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DEPARTMENT
OF REVENUE
Consumer's Certificate of Exemption
Issued Pursuant to Chapter 212, Florida Statutes
10/11/2011 Item 16.E.1.
DR -14
R. 04/05
09/21/07
85- 801262183OC -2 ( 10/26/2007 10/31/2012 ` CdUNTY 6OHERNMENT 1
Certificate Number Efrechva nary
This certifies that
COLLIER COUNTY BOARD OF COUNTY
COMMISSIONERS
3301 TAMIAMI TRL E
NAPLES FL 34112 -3969 -
is exempt from the payment of Florida sales and use tax on real property rented, transient rental property rented, tangible
personal property purchased or rented, or services purchased.
Important Information for Exempt Organizations I DR -14
R. a4 /a5
DEPARTMENT
U "r REVENUE
1. You must provide all vendors and suppliers with an exemption certificate before making tax - exempt purchases.
See Pule 12A- 1.038, Florida Administrative Code (FAC).
2. Your Consumer's Certificate of Exemption is to be used solely by your organization for your organization's
customary nonprofit activities.
3. Purchases made by an individual on behalf of the organization are taxable, even if the individual will be
reimbursed by the organization.
4. This exemption applies only to purchases your organization makes. The sale or lease to others by your
organization of tangible personal property, sleeping accommodations or other real property is taxable. Your
organization must register, and collect and remit sales and use tax on such taxable transactions. Note: Churches
are exempt from this requirement except when they are the lessor of real property (Buie 12A- 1.070, FAG).
5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no
circumstances should this certificate be used for the personal benefit of any individual. Violators will be liable for
payment of the sales tax plus a penalty of 200% of the tax, and may be subject to conviction of a third degree
felony. Any violation will necessitate the revocation of this certificate.
6. If you have questions regarding your exemption certificate, please contact the Exemption Unit of Central
Registration at 850 - 487 -4130. The mailing address is PO SOX 6480, Tallahassee, FL 32314 -6480.
Fe�_
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10/11/2011 Item 16.E.1.
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
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CATS RECEIVED
NOV 0 3 2008
RISK MAMGENW
10/11/2011 Item 16.E.1.
CS STARS
SOFTWARE LICENSE AND SERVICES AGREEMENT
n
This SOFTWARE LICENSE AND SERVICES AGREEMENT (this "Agreement") is entered into as of
November 24, 2008 (the "Effective Date ") by and between CS STARS LLC, a Delaware limited liability company
with offices at 500 West Monroe Street, Chicago, Illinois 60661 ( "Licensor "), and Collier County Board of County
Commissioners at 3301 E Tamiami Trail, Building D, Naples, Florida 34112 ( "Client "). In consideration of the
mutual agreements contained herein and intending to be legally bound hereby, Licensor and Client hereby agree to all
of the following terms and conditions.
1. Definitions.
(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. 1#011-1.
(h) "Licensed Technology" shall mean the
Licensed Software and Documentation.
(i) "Proprietary Rights" shall mean all
copyright, patent, trademark, trade secret and other
intellectual property and proprietary rights.
(j) "Restricted Entity" shall mean any
individual, partnership, limited liability company,
corporation, joint venture, trust, association or other
entity owned or controlled by, or acting as an agent for,
any person or entity with whom a U.S. citizen,
national, or company organized under the laws of or
operating in any state or territory of the U.S. is
prohibited from engaging in any transactions by U.S.
laws, including without limitation, a person on the
Specially Designated Nationals List published by the
United States Department of the 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: Febmary 7, 2008
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(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: (i) reproduce any of the Licensed
Technology or any portion thereof, (provided, that
Client shall be permitted to make a reasonable number
of copies of the Documentation and any locally- hosted
Licensed Software for its internal training, testing and
backup purposes); (ii) distribute, disclose or allow use
of any of the Licensed Technology, or any portion
thereof, in any format, through any timesharing
10/11/2011 Item 16. E.1.
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 usemame /user identification
and password. Except Client's and its Affiliates'
system administrators where reasonably necessary for
administrative or security purposes, no Seat may use
the username /user identification or password of any
other Seat.
(d) Third Party Access. Subject to Section
2(e), Client shall also have the right for Client and
Affiliates to permit its Service Providers to access,
display and use the Licensed Technology solely for
the benefit of Client and its Affiliates, and in
accordance with the terms and conditions of this
Agreement, provided that:
(i) except as otherwise expressly agreed
by Licensor in writing, no such Service
Provider is engaged in, or is an affiliate or
Fa
Packet Page -770-
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(e)(i), as amended from time to time, of this
Agreement. Client shall provide an updated
list of such Affiliates to Licensor semi-
annually if there are any changes or additions
to such list of Client's Affiliates;
(ii) any rights granted hereunder with respect
to the Licensed Technology to any of Client's
Affiliates and Service Providers shall expire
or terminate immediately upon the expiration
or termination of the Agreement in accordance
with its terms;
(iii) all access and use of the Licensed
Technology by Client's Affiliates and Service
Providers shall be subject to all of the terms
and conditions of this Agreement; and
Client shall be fully responsible for (1)
ensuring the compliance of all such Client's
Affiliates and Service Providers with the
terms and conditions of this Agreement; and
(2) all violations of the terms or conditions of
this Agreement by Client's Affiliates and
Service Providers.
10/11/2011 Item 16.E.1.
(f) Proprietary Rights. As between Client
and Licensor, Client acknowledges that Licensor is the
exclusive owner of all right, title and interest in and to
all Licensed Technology and all Proprietary Rights
related thereto, regardless of any participation or
collaboration by Client in the design, development or
implementation of any such Licensed Technology.
No title or ownership of Proprietary Rights in and to
the Licensed Technology, or any component thereof,
is transferred to Client, its Affiliates or any third
parties hereunder. To the extent that any such
Proprietary Rights do not otherwise vest in Licensor
or its licensors, Client hereby agrees to promptly
assign such Proprietary Rights to Licensor or its
licensors, and to do all other acts reasonably necessary
to perfect Licensor's or its licensors' ownership
thereof, without additional consideration of any kind.
(g) Notices of Infringement; Assistance. In
the event Client discovers or is notified of an actual or
suspected infringement or misappropriation of the
rights of Licensor or its licensors in or to the Licensed
Technology, or any component thereof, or any
unauthorized disclosure of, access to, or use 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.
(i) Client Obligations. In furtherance of the
foregoing, Client shall: (i) provide Licensor with
reasonable access to Client's premises as appropriate
to enable Licensor to perform its obligations
hereunder; (ii) provide adequate resources to
participate in or facilitate the performance of the
Services; (iii) timely participate in meetings relating to
the Services; (iv) assign personnel with relevant
training and experience to work in consultation with
Licensor, if applicable; (v) provide the equipment and
software (including obtaining any third party software
licenses) required to operate the Licensed Software in
Packet Page -771-
accordance with, and to otherwise comply with, the
hardware /software specifications for the Licensed
Software; (vi) safeguard the user ID's, passwords and
other security data, methods and devices furnished to
Client in connection with the Licensed Software and
prevent unauthorized access to or use of the Licensed
Software; (vii) be responsible for all maintenance of
Client networks, equipment and system security
required or appropriate in connection with the
Licensed Software; (viii) have sole responsibility for
the accuracy, quality, integrity, legality, reliability and
appropriateness of all Client Data; (ix) transmit Client
Data in an encrypted format, to be mutually agreed by
the parties, if Client Data is transmitted by electronic
transfer or sent in physical media by or on behalf of
Client; and (x) take such other actions as are required
of Client 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
^ 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
10/11/2011 Item 16. E.1.
u"cill A "IA,
cooperation with respect to the obligations set forth in
Section 2(i) or any Statement of Work; (ii) failures of
Client's or third party equipment or software (other
than the Licensed Software); or (iii) Force Majeure
Event (as defined below).
3. Services.
During the 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 -772-
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 Licensor's
income. Any taxes assessable on Client's copy of the
Licensed Software on or after its delivery to Client
shall also be borne by Client. All such taxes from
which Client is not legally exempt shall be included in
amounts invoiced to Client. Client warrants that
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.
5. Confidentiality.
(a) Confidential Information. Each party
acknowledges and agrees that during the term of this
Agreement it may be furnished with or otherwise have
access to Confidential Information of the other party.
The party that has received Confidential Information
(the Receiving Party), in fulfilling its obligations
under this 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
10/11/2011 Item 16.E.1.
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 Parry to seek a
protective or similar order, and, absent the entry of
such an order, 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.
5
Packet Page -773-
(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 `Intial Term "),
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
by Client.
10/11/2011 Item 16.E.1.
(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 -774-
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
10/11/2011 Item 16.E.1.
%-W11W 1"i ilaaJa
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 party software, or any
inaccuracies that such systems may cause within the
Licensed Software; (ii) any inaccuracies in or failures
of the Licensed Software to conform to the
Documentation arising out of the use of a version or
release of the Licensed Software other than the most
recent version or release provided to Client by
Licensor; (iii) any data that Licensor receives from
Client or third party sources, including its PPOs, and
including the data's accuracy or completeness, or
Client's claim handling decisions; or (iv) the Licensed
Software to the extent it is modified by anyone other
than Licensor. To the extent the Licensed Software
utilizes Internet systems to transmit data or
communications, Licensor disclaims any liability for
interception of any such data or communications,
including of encrypted data. Client agrees that
Licensor shall have no responsibility or liability for
any damages arising in connection with access to or
use of the Licensed Technology by Client, its
Affiliates or Service Providers other than as
authorized by this Agreement. Licensor is also not
responsible for the reliability or continued availability
Packet Page -775-
�-. 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
10/11/2011 Item 16.E.1.
%.vier 1"rIN i ML
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 -776-
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
username/user identification and password of each
Seat, (collectively, the "Records "). Client shall
maintain such Records during the term of this
Agreement and for two (2) years thereafter. At
Licensor's expense, Licensor (or at Licensor's election,
its representatives) shall have the right to examine,
inspect and audit Client's offices, information systems
and Records, and make extracts of information and
10/11/2011 Item 16.E.1.
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 -777-
overnight courier, in each case addressed to the
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
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 not
bind nor attempt to bind the other party to any contract
or other undertaking.
(e) No changes or modifications to or waivers
of any provision of this Agreement shall be effective
unless evidenced in a written amendment that is
signed by authorized representatives of both parties.
(f) In the event that any provision of this
Agreement shall be determined to be illegal or
unenforceable, such provision shall be limited or
eliminated to the minimum extent necessary so that
this Agreement shall otherwise remain in full force
and effect and enforceable.
10/11/2011 Item 16.E.1.
�.vi�r aa�rn a araa.
(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.
(1) 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 -778-
10/11/2011 Item 16. E.1.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
n
ATTE&.`1`:
Dwzg t E Bi664 -Cle& of Courts
Dated: :
Attest SE'A'L:
signature on,r
24-� L mil=
First Witness
Sk 041- -1 _C-- � C
TT e /print witne name I
itness
TType /print w6ess n(meT
Approved as to form and
legal sufficiency:
"MA
Assistant County Attorne
Print Name
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
Tom ke;ningyChairrna'n—T
CS STARS LLC
Y•
P �(& \ .) �`� e '.L.e' ill 1 K1y'It;,cj a�i
Typed signature &-d 'title
Packet Page -779-
11
10/11/2011 Item 16.E.1.
CS STARS
CS STARS Statement of Work
#1 for Collier County Board of
County Commissioners
■NEENENENNNENNNNNN
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: breenway@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 of 14
Packet Page -780-
10/11/2011 Item 16.E.1.
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 d 14
Packet Page -781-
10/11/2011 Item 16.E.1.
CS STARS
Statement of Work #1 for STARS`" Software
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 # 1 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. 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
"
ON
STARSTm Professional Edition
11 9 named User licenses
111 Version 8.10 of STARSTm Professional Edition.
Upgrades
k 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
Hours.
Migrations (for non-
R 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 STARSTm Professional Edition to STARSTm
Enterprise).
t 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 -782-
10/11/2011 Item 16. E.1.
CS STARS
C. Custom Software Maintenance
! 3M a
w`
Maintenance of Custom Solutions 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 d 14 �-..
Packet Page -783-
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
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
charged as incurred.
C. Custom Software Maintenance
! 3M a
w`
Maintenance of Custom Solutions 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 d 14 �-..
Packet Page -783-
10/11/2011 Item 16.E.1.
CS STARS
D. Technical Services
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.
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 -784-
ASP Setup
Client Data will be
111 200 Megabytes for storage for up to 25,000
hosted on CS
claim records are included. Total storage shall
STARS's servers
not exceed 6,200 megabytes.
during the term of this ?
6 6 additional gigabytes of storage for all other
Statement of Work. I
data, including, but not limited to transactions,
attachments and any supplemental custom
tables.
6 Additional storage can be purchased at a rate
of $1000 per one gigabyte of storage.
6 Backups of Database one time nightly
6 Standard Audit(Monitoring feature is not
enabled in STARSTm.
b 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 STARST"" ASP environment.
Installation, maintenance, tuning, administration or enhancement of Client system environment, networks,
servers, or other equipment is not included this Statement of Work.
Client is responsible for complying with the minimum technical requirements as provided in the Hardware
and Software Documentation.
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 -784-
10/11/2011 Item 16. E.1.
CS STARS
ng
Data Source
Johns Eastern t rots - rn r »V
..J..r
F. Ongoing Training
Travel for ongoing training will be billed as incurred unless included in Ongoing Services and Travel section.
Delltyierabiaiz
Description
s lttled in the fle1
Instructor Led
Live instructor led training for
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
training facility.
► Configuration of standard training
materials
Users Conference
Registration fees for CS STARS
2 registration fees are included in this
Fees
Users Conferences Included
Statement of Work.
Page 6 of 14
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10/11/2011 Item 16.E.1.
CS STARS
G. Ongoing Services and Travel
... ,..,, ki iii, �. .
n.
.•;. w �
Client Support, Account
11 Package of 125 annual Client Support Hours is included in
Management and Consulting
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.
L Additional Service Hours purchased by Client after all Client
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.
Customer support, account management and consulting
services related to maintenance and ongoing use of the
Software. Examples include, but are not limited to, service
time spent on: Upgrades, migrations, user assistance with
features, troubleshooting, testing, project management,
issues management, stewardship meetings, account
management, report configuration, data reconciliation, Third
Party Administrator claim takeover analysis; changes to
existing workflows or system setup; consulting related to
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
b 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 $750 per person are
included. Additional travel will be billed as incurred.
Page 7 of 14
Packet Page -786-
10/11/2011 Item 16.E.1.
CS STARS
3. Pricing and Invoice Schedule
See Financial Appendix for additional billing details. Fees do not include applicable taxes. All fees are subject
to U.S. State Sales Tax, when; applicable.
!>$!ir►srable Few -� �..�°z.
Year 1 Fees $81,000 4 Billed on SOW #1 Effective
Date.
........._._ ............ .
Year 2 Fees $81,000 t Billed on:
November 24, 2009.
Year 3 Fees $81,000 R Billed on:
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 CS STARS LLC
Name Name
J
atu Sillgnature M
�i/l•c�fv/'� IGQ,/C� � . .`fit' � �. c_.�+ ,�� 1 , 1 rya ra �
Title / Title
Date Date
Page 8 of 14
Packet Page -787-
10/11/2011 Item 16.E.1.
CS STARS
Data Conversion and Scheduled Data Processing Services Appendix
The following further explains the Data Conversion Services deliverable.
.Detail - Ir oii distinction _ rc
Client is responsible for facilitating delivery of Client All Client Data provided to CS STARS must be
Data to CS STARS from all data providers, including encrypted using the NIST /AES or DES standards. CS
j a layout definition or data dictionary. 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 Clients 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
I directly 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
I 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 -788-
Historical transaction data conversion
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.
10/11/2011 Item 16.E.1.
CS STARS
xtarrt Distindon
Historical transaction data conversion includes detailed
historical payment and reserve transactions only.
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 Work 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.
j CS STARS cannot fabricate data based on the source
data or other factors.
I
i 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 -789-
I Detail
CS STARS will perform three (3) data loads into the
STARSTm database: one initial load into the Test
STARSTm database, one additional load containing
revisions into the Test STARSTA° 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
1 defined in the Data Operations Standard Test Plan
CS STARS will provide documentation of conversion
results.
i
I
III
10/11/2011 Item 16.E.1.
CS STARS
J mportaot 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
reviewttest 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.
STARSTm Standard Business Rules and Data
Operations Standard Test Plan are available upon
request.
I
I
Conversion result documentation includes the following: j
• Reconciliation results between control total
reports and data conversion reports and
documented explanation of discrepancies, if
needed
• STARSTm Gate reports
• STARSTm Update reports
Page 11 of 14
Packet Page -790-
10/11/2011 Item 16.E.1.
CS STARS
The following further explains the Scheduled Data Processing Services deliverable.
providers:
Ongoing data conversion processing, source data
validation, and update of data from Carriers or TPAs
into STARSTm or ClaimSuiteTm.
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 I
TPA
provide all data
Client is responsible
data components
h, if the data is
charge Client an
I in this Statement of
ent directly to its data
iciude detailed
s. CS STARS builds
:r financial category
nnity) for each claim
development
teen claim summary
is during a detailed
ly be balanced to the
dent on feedback
carrier/TPA assumes
,) require a new
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.
Scheduled Daily loads into the STARS"" database Daily loads are performed once daily during an agreed
upon nightly window.
Page 12 of 14 1r1-1
Packet Page -791-
CS STARS will perform scheduled loads into the
STARS'rm database during an agreed upon time
frame.
Scheduled data processing turnaround time
Data Quality Control includes only: reconciliation to
control totals provided by Client's data providers; paid
financial and claim count trending, including
investigation of discrepancies, validation of incoming
data codes (locations, cause, nature of injury, body
part, pay types, etc.); validation of STARSTm standard
business rules; reconciliation of all exceptions
produced during loads into the STARSTm database;
resolution of claims that are missing and /or have been
dropped from the data source, all based on control
total reports and Client Data provided by Client and/or
its data providers.
Initialed: Cli nt CS STARS..
10/11/2011 Item 16.E.1
CS STARS
CS STARS's standard data processing schedule is to
perform scheduled non -daily or non - weekly data
updates into the STARS rm 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. j
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 -792-
Financial Appendix
Main Client Business Q
Business Contact Name
Business Contact Title
Business Contact Address
Information
Jeff Walker
Director of Risk Management
3301 Tamaimi Trail
Naples, FL 34112
Business Contact Phone (239) 252-8906
Business Contact Fax (239) 530-6401
Business Contact Email Address JeffWalker@oolliergov.net
Client Billing Information
Billing Contact Name
Billing Contact Title
Billing Contact Address
F— ---- ' * ' —
Billing Contact Phone
Billing Contact Fax
Billing Contact Email Address
Client Tax Jurisdiction*
Billing Currency
Jeff Walker
Director of Risk Management
3301 Tamaimi Trail
Naples, FL 34112
(239) 252-8906
(239) 530-6401
JeffWalker@colliergov.net
LITUD
10/11/2011 Item 16.E.1.
CS STARS
— ----------
Preferred Invoicing Method i 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
CS STARS Lockbox for Payments
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
I Irving, TX 75063
Initiated: Clint _ _ CS STARS
V
7T
Page 14 of 14
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10/11/2011 Item 16.E.1.
CS STARS
CS STARS Statement of Work
#2 for Collier County Board of
Commissioners
■ENNN■EENEENEENEE■
■EEMENEENESSEEMEN■
■ENEEMENEEME EENEE
^ 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: breenway@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 of 11
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10/11/2011 Item 16.E.1.
CS STARS
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 of 11 10--N
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10/11/2011 Item 16.E.1.
CS STARS
Statement of Work #2 for STARS m 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, 2008 (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 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. 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.
A. Migration of Standard System Configlsation
The following deliverables will be configured using standard configuration tools in the STARS software.
Page 3 or 11
Packet Page -796-
Migration of
Software migration services to
Software
be performed by a primary
support team that will leverage
resources and experience of
STARS personnel to migrate
Client from STARSTm
Professional Edition ( "STARS
PE'9 to STARS" Enterprise
("STARS Enterprise)
Migration of
System migration services
b Conversion of all claim records.
System
as follows:
it Conversion of all reserve and payment
Convert existing STARS PE
records.
database to the STARS
b Conversion of notes and diaries.
Enterprise database model
III Conversion of rolodex records to contact
records
I Conversion of required policy information
if applicable
Page 3 or 11
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10/11/2011 Item 16.E.1.
CS STARS
Page 4 cf l l
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_ -
Migration of Codes
Convert codes and code
6 Convert existing field labels as they exist in
and Fields
descriptions from STARS PE,
STARS PE
such as cause codes,
III Code and Field label clean -up or revamp is
payment types, etc., into
not inducted
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:
® Incidents
III Replication of My STARS settings
® Claims
established by each current STARS PE
user.
®Transaction
! Replication of specific search menus
® Contacts /Vendors
established by each current STARS PE
® Policy
user
® Location
Migration of
Convert existing location
6 Migration includes C.O.P.E. data
Location Hierarchy
hierarchy from STARS PE
! Location structure reorganization is not
account design into a STARS
included in migration services
Enterprise location structure.
Migration of
Setup of user IDs in STARS
k Define User Security groups in STARS
Security
Enterprise
Enterprise in order to provide similar
Configuration
security restriction currently in place in
STARS PE.
6 All users will require a valid email address
Migration of
Setup event notifications and
Events and
validations previously
Validations
configured in STARS PE.
Migration of
CS STARS will migrate
This does not include the configuration of
Interview Entry
existing configuration of
the Review of Incidents module.
i
Interview Entry into STARSTM
Enterprise after consultation
with Client and based on
specifications mutually agreed
to by the parties.
Page 4 cf l l
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10/11/2011 Item 16.E.1.
CS STARS
B. Migration of Data Conversion
Migration of the following ongoing data sources to allow for source updates into the STARS Enterprise
database:
Note: The following items are not included as part of Migration Services as part of on -going Data
Sources /conversions as they pertain to migration accounts:
• 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 ReportslReporfing
Migration of existing STARS PE reports as follows:
ewerableA1hat°s
t��
lnclucled in tl�s"abte -„ .
Existing standard
Existing STARS PE reports
III 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
III Existing Report bursting capabilities for
Enterprise database.
report distribution will need to be recreated
by the CLIENT.
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10/11/2011 Item 16.E.1.
CS STARS
D. Training on E rterprise Product
E)ehverable -
°'
What'sludeell ' biarabte
Instructor Led
Live instructor led training for
4 1 day (8 hours maximum per day) of
Training
large groups of Client users.
onsite instructor led training for up to
for managing projects via the CS
15 colleagues at Client's Naples
STARSProTM' methodology.
location or at a CS STARS training
facility.
111 Configuration of standard training
materials
E. Project Management
�,� r
egci°in
iln this grab ..
Project Management
The Project Management
0 Project schedule indicating estimated
Institute's (PMI) best practices
project completion, critical paths and
for managing projects via the CS
slack
STARSProTM' methodology.
6 Project status reports and calls, to
discuss activities completed, activities
scheduled and issues
M Implementation support from the CS
STARS Project Management Office
(PMO)
Client User
Client User Acceptance Testing
I 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.
A*—*,,
Page 6 of 11
Packet Page -799-
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 Work:
• 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
10/11/2011 Item 16.E.1.
CS STARS
Additional details regarding project approach and responsibilities can be found in the Project
Management Appendix.
F. Travel
+�' -�4 _ MW.Nay' IxiF . -3wNW iu+4�';.
x�
R 4.4•'.-+.
Travel
I! 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.
b 1 trips for 2 team members for up to $750 per person are
included. Additional travel will be billed as incurred.
Page 7 of 11
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10/11/2011 Item 16.E.1.
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.
Year 1 Fees Migration Fee $6,666.68 ! Billed on SOW #2 Effective
Date.
Year 2 Fees
Migration Fee
$6,666.66
Billed on November 24, 2009
Year 3 Fees
Migration Fee
$6,666.66
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
Name
Xor"Ure/
CS STARS LLC
Name
ignature
C� Oro
Title Title
Date . Date
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10/11/2011 Item 16.E.1.
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 STARSTm
software. They will work directly with the project team to define specifications and understand configuration
options selected during implementation.
Milestones
Project milestones act as thresholds and help to indicate whether a project is on track to finish as expected.
'~ Specific milestones vary by project, but in general, they are defined as the group of accomplishments, results,
deliverables and events that measure project progress. The following outlines typical project 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.
MajorfVlYlestone `C "arrt Wb
Kickoff meeting i 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 Work
j 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 1 If installation is local, hardware for test environment is to be supplied by Client. ASP
established I installations will include a test environment provided by CS STARS.
j 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 I
j STARS within thirty (30) days of delivery to Client.
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10/11/2011 Item 16.E.1.
CS STARS
Successful training requires a complete audience of stakeholders and end users. If i
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
STARSTM 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.
I i3e�e
I�tf
rSystem
1 —'
specifications
Decisions regarding screen designs, security
I g g g city setup and
j Beginning of project
i other system specifications such as custom solutions
j or custom reports.
Validation of data
Approval and signoff is needed on data mappings and
j Middle of project.
conversion deliverables
prior to final load of conversion into the system.
Decisions regarding third-
1 Decisions may be required if third -party
Middle of project
party deliverables
data information is late, incomplete or missing.
- - -- -- _ ....... ..... .
Project sponsor required to sign off on all incremental
Middle of project and
- -- -. __
Signoff on deliverables
j
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)
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10/11/2011 Item 16. E.1.
CS STARS
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.
j Minor changes
Changes to existing project scope
Changes outside project scope
Collier County Board of Commissioners
Name
/SG
Title Arc
Permitted up to month prior to "go live"
Permitted up to the mid point of implementation
Permitted up to the first quarter point of implementation
STARS LLC
Name
'Signature
Title
Date Date
Page l l of l l
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Iq
10/11/2011 Item 16.E.1.
CS STARS
CS STARS Statement of Work
#3 for Collier County Board of
County Commissioners
■ENEENMENEE®ENEEN■
■■■E■■E■■E■ ■B ■■■NE
■EENEEMENEEM■NIMEME
Brett Greenway, Senior Account Manager ,*O"*N
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 CIient. No portion may be reproduced or shared with consultants or other third parties
without advance written permission from CS STARS LLC.
Page 1 of 8
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10/11/2011 Item 16.E.1.
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
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10/11/2011 Item 16.E.1.
CS STARS
Statement of Work #3 for STARSTm Software
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 specified in What's Included in this Deliverable column are expressly
excluded from this Statement of Work.
A Required Meetings
Delmer
I Descbon
.
Kickoff Meeting
Initial meeting to kickoff project
! Via Conference Call. Actual travel costs will
be billed as incurred.
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
and additional travel will be billed as
incurred.
On -site Assistance
WebEx meeting to guide and
► 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
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10/11/2011 Item 16. E.1.
CS STARS
10, 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.
C. Initial Training
Dettwet e"
escript� cart' "�
What' cluclt �n #his Iiverable
Check
Configuration of check printing
k Setup of one bank account
Writing /Printing
module and check template(s)
1 Configuration of one check template based
which will allow Client to print
on sample provided by Client.
checks from the STARS""
trainers via WebEx or at a CS STARS
software. Client will be
training facility.
required to get the check
1 Configuration of standard training
template approved by its
materials
banking institution prior to use
of such template in STARSTm.
Interview Entry
CS STARS will configure
k 1 form and 5 paths are included. Up to 150
Configuration
Interview Entry in STARSTm
total questions are included.
Enterprise after consultation
1 Up to 1 review roles are included
with Client and based on
1 Additional terms and conditions applicable
specifications mutually agreed
to the Agreement and Sample intake forms
to by the parties.
are provided in Interview Entry Appendix.
Generic Lookup
Configuration of standard
k Data must feed in separately
Configuration
lookup functionality in
1 Use in STARSTm and STARS rm Web.
STARSTm and /or STARST""
1 1 lookup required
Web.
k 1 time deployed on screens
C. Initial Training
Dettwet e"
Descrrption
What's t cluded 4t e
Train- the - trainer
Live instructor led training for
4 1 days (8 hours maximum per day) of
one or more Client trainers
onsite train- the - trainer instruction led
charged with teaching STARS'
training for up to 15 Client designated
to the broad Client user base.
trainers via WebEx or at a CS STARS
training facility.
1 Configuration of standard training
materials
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10/11/2011 Item 16.E.1.
CS STARS
D. Project Management
taslliv+erable
!osletip thi
Project Management
The Project Management
k Project schedule indicating estimated
Institute's (PMI) best practices
project completion, critical paths and
for managing projects via the CS
slack
STARSPmTm methodology.
k 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
! 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 of 8
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10/11/2011 Item 16.E.1.
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 Sbftware Detiverabies ��' escemftn 3'
WNW
STARSTM Enterprise Claims 1 50 Lite User licenses
and Risk N Version 3.5 of STARS' Enterprise Edition
B. Advanced Features and Universal Solutions
This section provides details about advanced system features included in this Statement of Work.
Delrve _ ��"
Descnpt�on
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:
Maintenance services related to Universal Solutions will be
Contact Import
applied against the Client Support Hours. If set Client Support
Hours are depleted, additional Client Support Hours will be
charged as incurred.
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10/11/2011 Item 16. E.1.
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.
�s r ?•,._ Payment Scdule
Year 1 Fees Implementation Fee $9,803.34 i Billed on SOW #3 Effective
Annual Fee r $9,590 Date
Year 2 •Fees Implementation Fee $9,803.33
1 Billed on November 24, 2009
Annual Fee $9,590
Year 3 Fees Implementation Fee $9,803.33
1 Billed on November 24, 2010
Annual Fee $9,590
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
Sigtfaftire Signature
Title Title
Date Date
Page 7 of 8
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10/11/2011 Item 16.E.1.
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: Cliee/t�k CS STARS
Page
Packet Page -812-