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Agenda 10/28/2008 Item #16E21 Agenda Item No. 16E21 October 28, 2008 Page 1 of 59 EXECUTIVE SUMMARY Recommendation to approve an agreement with CS STARS, Inc. for the lease of Risk Management Information Systems software services in the amount of $107,060 annually. OBJECTIVE: To gain approval of a three-year agreement with CS STARS, Inc. for the lease of risk management information systems software services to support the County's risk management program. CONSIDERATION: In FY 2005, the Board approved the lease of software services for the use of CS STARS Risk Management Information System (RMIS). STARS is the largest provider of Risk Management information systems software and is used by over 800 clients, including the State of Florida, the City of Jacksonville, Pinellas, Sarasota, and Broward counties. The system supports the Property and Casualty insurance program and the Workers' Compensation insurance program. This system permits the Risk Management staff to better utilize existing resources to manage the various processes and activities of the department through an efficient centralized information system. The STARS application can integrate with other County systems and is compliant with various State and insurance carrier mandates. The STARS system is hosted by the vendor and the cost of the system includes the support and maintenance costs of the system, including upgrades. The system is not owned nor is it hosted by the County. The proposed agreement is for a three year period which shall require renegotiation at the conclusion of the term. The cost of the system is spread evenly over the three year term of the agreement. The processes and activities the software supports include claims intake and management; subrogation program management; risk identification and measurement; the scheduling and valuation of assets for insurance reporting purposes; the development of cost allocations systems; the creation of loss projections and the preparation of loss triangles; the calculation of experience modifications which affect reinsurance rates; policy management and the tracking of policy aggregate erosion; safety program management including root cause analysis, the tracking of OSHA recordables and safety program compliance; and real time management reporting. The current software platform has been in use since July of 2006. As a result, the majority of the department's activities are now electronic, which has resulted in the virtual elimination of filing and paper storage. Thousands of paper files have been scanned and eliminated and approximately 18 filing cabinets have been removed from the department. Storage costs have been eliminated for all new files since 2006. Further, communication with the County's claims management company, Johns Eastern, is entirely electronic which has reduced the mailing costs for the department dramatically. A system of loss reporting Agenda Item No. 16E21 October 28, 2008 Page 2 of 59 to department managers via an e-mail based report "bursting" system is in place to provide near real time reporting to inform and to promote accountability. The new contract with CS STARS contemplates three major improvements to the current system. First, the County will move to the STARS Enterprise platform which is a web based system with improved reporting capabilities including performance dash boarding. Second, the department will implement certain in-house claims capabilities to enable risk management staff to adjudicate first party claims in-house utilizing existing licensed adjusting staff. This will reduce the cost of using outside adjusters for first party losses at an estimate annual savings of $16,000. Finally, a process to distribute the system will be implemented that will allow departments to access the system directly to report claims and create reports. This will reduce reporting time and make the reporting function more efficient. The commencement date of the agreement is November 24, 2008. FISCAL IMPACT: The cost of the STARS system over a three year period is $107,060 per year. The cost is split between Fund 516, Property and Casualty Insurance and Fund 518, Workers' Compensation Insurance for this lease. Sufficient funds have been budgeted to lease the system. GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this item. LEGAL CONSIDERATIONS: William E. Mountford, Assistant County Attorney, opines that the Executive Summary is legally sufficient. RECOMMENDATION: That the Board approves the lease of the CS STARS Risk Management Information System software services and authorizes the Chairman to execute a contract between the County and CS STARS, Inc. PREPARED BY: Jeff Walker, CPCU, ARM, Director, Risk Management Page 1 of 1 Agenda Item No. 16E21 October 28, 2008 Page 3 of 59 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Item Number: Item Summary: 16E21 Meeting Date: Recommendation to approve an agreement with CS STARS, Inc. for the lease of Risk Management Information Systems software services in the amount of $107,060 annually. 10/28/2008 9:00:00 AM Approved By Jeffrey A. Walker, CPCU, Risk Management Director Date ARM Administrative Services Risk Management 10/13/200810:01 AM Approved By William Mountford Assistant County Attorney Date County Attorney County Attorney Office 10/15/20081:15 PM Approved By Lyn Wood Purchasing Agent Date Administrative Services Purchasing 10/15/20081:17 PM Approved By Steve Carnell Purchasing/General Svcs Director Date Administrative Services Purchasing 10/15/2008 1: 23 PM Approved By Len Golden Price Administrative Services Administrator Date Administrative Services Administrative Services Admin. 10/15/20082:31 PM Approved By Jeff Klatzkow Assistant County Attorney Date County Attorney County Attorney Office 10/16/2008 3:44 PM Approved By OMS Coordinator Applications Analyst Date Administrative Services Information Technology 10/17/20087:36 AM Approved By Randy Greenwald Management/Budget Analyst Date County Manager's Office Office of Management & Budget 10/17/20082:23 PM Approved By ,,-. James V. Mudd County Manager Date Board of County Commissioners County Manager's Office 10/21/200812:14 PM file://C:\AgendaTest\Export\ 115-0ctober%2028,%202008\ 16.%20CONSENT%20AGEN... 10/22/2008 L I Agenda Item No. 16E21 October 28, 2008 Page 4 of 59 CS STARS CONFIDENTIAL SOFTWARE LICENSE AND SERVICES AGREEMENT This SOFTWARE LICENSE AND SERVICES AGREEMENT (this "Agreement") is entered into as of November 24, 2008 (the "Effective Dllte") by and between CS STARS LLC, a Delaware limited liability company with offices at 500 West Monroe Street, Chicago, Illinois 60661 ("Licensor''), and Collier County Board of County Commissioners at 3301 E TamiamiTrail, Building D, Naples, Florida 34112 ("Client"). In consideration of the mutual agreements contained herein and intending to be legally bound hereby, Licensor and Client hereby agree to all of the following tenns and conditions. 1. Defmltiool. (a) "Affiliate" shall mean, with respect to a party, its parent company and subsidiaries andlor controlled corporations or entities which are directly or indirectly controlled (through ownership of more than fifty percent (50010) of the voting stock or rights, by control of a majority of the directors of the corporation, by contract or arrangement, or otherwise) by a party. (b) "Client Data" shall mean the data provided or inputted by or on behalf of Client, including personally identifiable information, for use with the Licensed Software, excluding any Confidential Information of Licensor. (e) "Confidential Information" shall mean, subject to Chapter 1 ]9, Florida Statutes, also known as the Public Records Law, collectively, this Agreement, as well as all confidential and proprietary information of a party, including, without limitation, regarding a party's business plans and strategies; products and technology; software, source code and object code; clients or prospective clients; data models; inventions, developments, formulae and processes; know-how, show-how, discoveries, improvements, works of authorship, concepts, mask works, and ideas, or expressions thereof, whether or not subject to patents, copyright, trademark, trade secret protection or other intellectual property right protection (in the United States or elsewhere); and whether or not stored, compiled or memorialized physically, electronically, graphically, photographically or in writing. Client Data shall be considered Confidential Information of the Client. (d) "Custom Software" shall mean specifically modified versions or modules of the Software created by Licensor pursuant to a signed Statement of Work, Services Addendum or other written agreement between the parties. (e) "Documentation" shall mean, in printed or electronic form, each of the manuals, user guides, technical specification documents and other instructional and reference materials generally distributed by Licensor regarding the Software or distributed by Licensor to Client regarding the Custom Software, all as updated and redistributed by Licensor from time to time. (f) "Fees" shall mean the applicable license, implementation, conversion, customization, consulting, maintenance, support and services fees payable pursuant to this Agreement, including as set forth in the Compensation Summary and the BiIling Schedule in any Statement of Work. (g) "Licensed Software" shall mean the Software, Upgrades and Custom Software. (b) "Licensed TKbnology" shall mean the Licensed Software and Documentation. (I) "Proprietary Rigbts" shall mean all copyright, patent, trademark, trade secret and other intellectual property and proprietary rights. U) "Restricted Entity" shall mean any individua~ partnersbip, limited liability company, corporation, joint venture, trust, association or other entity owned or controlled by, or acting as an agent for, any person or entity with whom a U.S. citizen, national, or company organized under the laws of or operating in any state or territory of the U.S. is prohibited from engaging in any transactions by U.S. laws, including without limitation, a person on the Specially Designated Nationals List published by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"), or any other person or entity with whom or which transactions are prohibited by OFAC regulations. (k) "Seat" shall mean an individual (including an employee or agent of a Service Provider) using or accessing the Licensed Software. FORM CS ST ARB SOFTWARE UCENSE AND SERVICES AGREEMENT. NON-TRANSACTIONAL TEMPLATE Version: February 7, 2008 (I) "Service Provjder" shall mean a third- party service provider of Client's or of its Affiliate(s) that provides services on behalf of and for Client or its Affiliate(s) (and not as a service bureau). em) "Services" shall mean the implementation, support, maintenance, programming and other services specified in any Statement(s) of Work, work orders or services addenda, or otheIWise provided by Licensor pursuant to this Agreement. (n) "Software" shall mean the object code version of the software products set forth in the deliverables section of any applicable Statement of Work hereto and made available to Client Wlder this Agreement by Licensor. (0) "Statement of Work" shall mean any statement of work entered into and mutually approved by the parties pursuant to this Agreement from time to time and attached hereto in Exhibit A. (P) "Upgrades" shall mean all updates, new versions, modifications and subsequent releases of the Software. Upgrades shall not include new or different applications, platforms or editions which are not extensions to or replacements for the Licensed Software, but which may use some or all of the code from the Licensed Software. 2. License Grant and Restrictions. ea) License. Subject to all the tenns and conditions of this Agreement, Licensor hereby grants to Client, for the term of this Agreement, a non- exclusive, non-transferable, non-assignable, non- sublicensable, limited license for Client and its Affiliates (subject to Sections 2(d) and (e)) to access, display and use the Licensed Technology solely for the internal business purposes of Client and its Affiliates and to manage infonnation relating only to Client and its Affiliates, but not any third parties, and not for any other purpose or in any other manner. (b) License Restrictions. Nothing in this Agreement shall be construed as a grant to Client of any right to, and Client shall not, and shall not permit any third party to: (i) reproduce any of the Licensed Technology or any portion thereof, (provided, that Client shall be pennitted to make a reasonable number of copies of the Documentation and any locally-hosted Licensed Software for its internal training, testing and backup purposes); (ii) distribute, disclose or allow use of any of the Licensed Technology, or any portion thereof, in any format, through any timesharing Agenda Item No. 16E21 October 28, 2008 Page 5 of 59 I CONFIDENTIAL service, service bureau, network or by any other means, to or by any third party; (iii) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Licensed Technology in any manner; (iv) create derivative works from, modify or alter any of the Licensed Technology in any manner whatsoever; (v) use the Licensed Software or any component thereof (excluding Client Data) to construct a database of any kind or to improve the quality of any data sold or contributed by Client to any third party; (vi) store the Licensed Software (excluding Client Data), in its entirety or in any part in databases for access by Client or any third party; (vii) distribute any database systems containing data (excluding Client Data) obtained from the Licensed Software; (viii) create Internet "links" to or from the Licensed Software or "frame" or "mirror" any of Licensor's content which forms part of the Licensed Software; (ix) use or access the Licensed Technology in a manner, or act otherwise in any manner, that could damage, disable, overburden, or impair any Licensor servers or the networks connected to any Licensor server; (x) interfere with any third party's use and enjoyment of the Licensed Technology; or (xi) attempt to gain unauthorized access to the Licensed Technology, accounts, computer systems, or networks connected to any Licensor server through hacking, password mining, or any other means. (c) Seats. The number of permitted Seats shall be as set forth in the Statement of Work. Client acknowledges and agrees that each Seat shall access and use the Licensed Technology through a unique and reasonably secure username/user identification and password. Except Client's and its Affiliates' system administrators where reasonably necessary for administrative or security purposes, no Seat may use the username/user identification or password of any other Seat. (d) Third Party Access. Subject to Section 2(e), Client shall also have the right for Client and Affiliates to permit its Service Providers to access, display and use the Licensed Technology solely for the benefit of Client and its Affiliates, and in accordance with the terms and conditions of this Agreement, provided that: (i) except as otherwise expressly agreed by Licensor in writing, no such Service Provider is engaged in, or is an affiliate or 2 I l L subsidiary of any person or entity engaged in, the claims, compliance or risk management software business; (ii) Client shall provide thirty (30) days' advance written notice of such Service Provider to Licensor and Licensor does not object to such Service Provider within fifteen (15) days of Licensor's receipt of such notice from Client; and (iii) no Service Provider shall have any right to access, display or use the Licensed Technology unless the Service Provider has agreed in writing in advance: (l) to be bound by at least the same restrictions with respect to the Licensed Technology as the Client, and (2) to use, access and display the Licensed Technology solely for the benefit of the Client or Client's Affiliates and as necessary to perform the Service Provider's authorized duties for or on behalf of Client or its Affiliates. (e) Affiliates, Service Providen; Generally. Client acknowledges and agrees that: (i) those of Client's Affiliates who will be using, accessing or displaying the Licensed Technology shall be set forth on Schedule 2(e)(i), as amended from time to time, of this Agreement. Client shall provide an updated list of such Affiliates to Licensor semi. annually if there are any changes or additions to such list of Client's Affiliates; (ii) any rights granted hereunder with respect to the Licensed Technology to any of Client's Affiliates and Service Providers shall expire or terminate immediately upon the expiration or termination of the Agreement in accordance with its terms; (iii) all access and use of the Licensed Technology by Client's Affiliates and Service Providers shall be subject to all of the terms and conditions of this Agreement; and Client shall be fully responsible for (1) ensuring the compliance of all such Client's Affiliates and Service Providers with the tenns and conditions of this Agreement; and (2) all violations of the terms or conditions of this Agreement by Client's Affiliates and Service Providers. Agenda Item No. 16E21 October 28, 2008 Page 6 of 59 CONFIDENTIAL (f) Proprietary Rights. As between Client and Licensor, Client acknowledges that Licensor is the exclusive owner of all right, title and interest in and to all Licensed Technology and all Proprietary Rights related thereto, regardless of any participation or collaboration by Client in the design, development or implementation of any such Licensed Technology. No title or ownership of Proprietary Rights in and to the Licensed Technology, or any component thereof, is transferred to Client, its Affiliates or any third panies hereunder. To the extent that any such Proprietary Rights do not otherwise vest in Licensor or its licensors, Client hereby agrees to promptly assign such Proprietary Rights to Licensor or its licensors, and to do all other acts reasonably necessary to perfect Licensor's or its licensors' ownership thereof, without additional consideration of any kind. (g) Notices of Infrinaement; Assistance. In the event Client discovers or is notified of an actual or suspected infringement or misappropriation of the rights of Licensor or its licensors in or to the Licensed Technology, or any component thereof, or any unauthorized disclosure of, access to, or use of the Licensed Technology (each, an "Infringement"), Client shall: (i) immediately notify Licensor of such known or suspected Infringement; and (il) terminate such Infringement if and to the extent within Client's or its Affiliates' control. (h) Proprietary Notices. Client shall not remove any copyright, patent, trademark or other proprietary or restrictive notice or legend contained in any of the Licensed Technology, and Client shall reproduce all such notices and legends on all copies of the Licensed Technology that are permitted to be made hereunder. Client further agrees to reasonably cooperate with and assist Licensor (at Licensor's sole expense) in protecting, enforcing and defending Licensor's rights in and to the Licensed Technology. (I) Client Obligations. In furtherance of the foregoing, Client shall: (i) provide Licensor with reasonable access to Client's premises as appropriate to enable Licensor to perform its obligations hereunder; (ii) provide adequate resources to participate in or facilitate the performance of the Services; (iii) timely participate in meetings relating to the Services; (iv) assign personnel with relevant training and experience to work in consultation with Licensor, if applicable; (v) provide the equipment and software (including obtaining any third party software licenses) required to operate the Licensed Software in 3 accordance with, and to otherwise comply with, the hardware/software specifications for the Licensed Software; (vi) safeguard the user ill's, passwords and other security data, methods and devices furnisbed to Client in connection with the Licensed Software and prevent unauthorized access to or use of the Licensed Software; (vii) be responsible for all maintenance of Client networks, equipment and system security required or appropriate in connection with the Licensed Software; (viii) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Client Data; (ix) transmit Client Data in an encrypted format, to be mutually agreed by the parties, if Client Data is transmitted by electronic transfer or sent in physical media by or on behalf of Client; and (x) take such other actions as are required of Client pursuant to this Agreement, including without limitation, any Statement of Work. 0) Client Warranty - Client Data. The parties acknowledge and agree that during the term of this Agreement Client, its Affiliates, the Service Providers or other third parties may disclose certain Client Data, including personally identifiable data regarding employees or other individuals, to Licensor for the benefit of Client or its Affiliates. Client represents and warrants to Licensor that: (i) Client its Affiliates, the Service Providers, and such other third panies are authorized to disclose the Client Data to Licensor for use pursuant to this Agreement; (ii) such disclosure does not and shall not violate applicable law or, if applicable, Client's or its Affiliates' agreements with or privacy notices to individuals with respect to whom the Client Data relates; and (iii) Client shall not request Licensor to use, disclose or otherwise process Client Data in any manner that would not be permissible under applicable law or, if applicable, Client's or its Affiliates' agreements with or privacy notices to individuals with respect to whom the Client Data relates, if done by Client (k) Non-Licensor Events. Client acknowledges and agrees that Licensor shall not be responsible or liable for any delay or failure in its performance of any duties or obligations pursuant to this Agreement, including, without limitation, under any Statement of Work or schedule hereunder, if such delays or failures result or arise from any Non- Licensor Events. "Non-Licensor Events" shall mean, collectively: any (i) act or omission of Client, its Affiliates or the Service Providers, including without limitation, any delays by Client in its performance or Agenda Item No. 16E21 October 28,2008 I Page 7 of 59 CONFIDENTIAL cooperation with respect to the obligations set forth in Section 2(i) or any Statement of Work; (ii) failures of Client's or third party equipment or software (other than the Licensed Software); or (iii) Force Majeure Event (as defined below). 3. Services. During the tenn of this Agreement, Licensor shall perform the Services in accordance with this Agreement, including without limitation, the Statement(s) of Work. 4. Fees and Pavments. (a) Fees. Client shall pay to Licensor the Fees in accordance with the Compensation Summary included in any Statement of Work or as otherwise agreed in writing by the parties. Fees for additional services or expenses, if any, will be invoiced monthly as incurred, after execution by the parties of a written change order to the applicable Statement of Work. (b) Expenses. Client shall reimburse Licensor for all reasonable, documented out of pocket travel, lodging, meal and other expenses reasonably incurred by Licensor in the course of performing the Services. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage: Breakfast: Lunch: Dinner: Airfare: Rental car: $ .445 per mile $6.00 $11.00 $19.00 Actual ticket cost Actual rental cost of midsize or smaller car Actual cost of reasonable lodging at single occupancy rate Actual cost of parking Lodging: Parking: Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursables will be paid only after Licensor bas provided all receipts. Licensor shall be responsible for all other costs and expenses associated 4 I l I with activities and solicitations undertaken pursuant to this Agreement. (e) Taus. Client shall be liable for any taxes (including but not limited to federal manufacturers' and retailers' excise, state and local sales and use taxes and personal property taxes), public charges, tariffs, ' and ~port and import duties, however designated, and any mterest and penalties thereon, arising under this Agreement, other than taxes based on Licensor's income. Any taxes assessable on Client's copy of the Licensed Software on or after its delivery to Client shall also be borne by Client All such taxes from which Client is not legally exempt shall be included in amounts invoiced to Client Client warrants that Cli~t is sales tax exempt pursuant to Chapter 212, Flonda Statutes. Client will provide Licensor with a copy of Client's current certificate of tax exempt status during the term of this Agreement. (d) Payments. All Fees under this Agreement shall be payable by Client pursuant to and in accordance with the Billing Schedule set forth in the Compensation Summary described in any Statement of Work or as otherwise agreed by the parties, and shall be due in accordance with Section 218.70, Florida Statutes, also known as the "Local Go,:ernment Prompt Payment Act". Payments remItted after forty-five (45) days shall bear interest in accordance with Section 218.70, Florida Statutes, also known as the "Local Government Prompt Payment Act". ~xcept as provided in Sections 6(b) and 8(a), all Fees plUd hereunder are non-refundable. If Client does not pay an invoice by the later of seventy-five (75) days after its due date or fifteen (15) days after notice that Licensor intends to terminate this Agreement for nonpayment, then this Agreement and all of Client's rights hereunder will terminate without further notice. 5. ConfidentiaUtv. (a) Confidential Information. Each party acknowledges and agrees that during the term of this Agreement it may be furnished with or otherwise have access to Confidential Information of the other party. The party that has received Confidential Information (the Receiving Party), in fulfilling its obligations under this Section 5, shall exercise the same degree of care and protection with respect to the Confidential lnformation of the party that has disclosed Confidential Ioformation to the Receiving Party (the Agenda Item No. 16E21 October 28, 2008 Page 8 of 59 CONFIDENTIAL Disclosing Party) that it exercises with respect to its own Confidential Infonnation, but in no event shall the Receiving Party exercise less than a reasonable standard of care. The Receiving Party shall only use access and disclose Confidential Information as ' necessary to fulfill its obligations under this Agreement, including any Statement ofWorlc or in exercise of its rights expressly granted hereunder. R:eceiving Party shall not directly or indirectly disclose, sell, copy, distribute, republish, create derivative works from, demonstrate or allow any third party to have access to any of Disclosing Party's Confidentiallnformation; provided, however, that: (i)(l) Receiving Party may disclose the Disclosing Party's Confidential Information to its Affiliates who have a need to know, and (2) Licensor shall have a right to disclose Client's Confidential Information to Client's Affiliates and Service Providers, and Licensor's employees and other agents; and (ii) aU use of the Disclosing Party's Confidential Information shall be subject to all the restrictions set forth in this Agreement. This Section 5(a) is subject to Chapter 119, also known as the Public Records Law. (b) Exclllsions. The following information shall not be considered Confidential Information subject to this Section 5: (i) information that is publicly available or later becomes available other than through a breach of this Agreement; (ii) information that is known to the Receiving Party or its employees, agents or representatives prior to such disclosure or is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or (iii) information that is subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confiden~ality. If the Receiving Party is required by law to dIsclose any portion of the Disclosing Party's Confidential Information, including without limitation, pursuant to the terms of a sub~a, court order ~r oth~~e by applicable law, Receiving Party shall gIve pnor timely notice of such disclosure to Disclosing Party to permit Disclosing Party to seek a protective or similar order, and, absent the c;ntry of such an order, Receiving Party shall disclose only such Confidential Information as is necessary be disclosed in response to such subpoena, court order or other similar document This Section 5(b) is subject to Chapter 119, also known as the Public Records Law. 5 (e) SurvivaL The obligations set forth in this Section S shall expire two (2) years after tennination or expiration of this Agreement; provided, however, that the confidentiality obligations for Confidential Information constituting trade secrets (as determined under applicable law) shall survive the termination or expiration of this Agreement for as long as such Confidential Information remains a trade secret This Section S(c) is subject to Chapter 119, also known as the Public Records Law. 6. Term and Termination: Mil!ration. (8) Term. This Agreement shall commence upon the Effective Date and remain in effect for an initial term of three (3) years (the "InitUd TermtJ), unless terminated sooner in accordance with this Section 6. This Agreement may be renewed for one (1) additional two (2) year period (a "Renewal Tel''''''), upon mutual agreement by the parties in writing; provided, however, that Client: (i) is not in breach of this Agreement and is current on all amounts due Licensor under this Agreement; (ii) gives Licensor written notice of Client's intention to renew at least ninety (90) days prior to the expiration of the Initial Term; and (iii) acknowledges and agrees that: (1) such Renewal Term will be at Licensor's then- current rates and Client will also be responsible for all Fees and expenses associated with any additional Services agreed upon between the parties at Licensor's then- current rates; (2) the Licensed Software available to Client and supported by Licensor during the Renewal Term may be a different version or release than as available and supported during the Initial T enn. (b) Termination. This Agreement may be tenninated by: (i) Licensor pursuant to Section 4(d) or Section 8(a); or (ii) either party if the other party breaches any material term and fails to cure such breach within thirty (30) days after receipt of written notice thereof. If Client terminates the Agreement for Licensor's breach in accordance with this Section 6(b), Licensor shall refund to Client, within forty-five (45) days of the effective date of such termination, any prepaid but unearned Fees paid to Licensor in advance by Client. Agenda Item No. 16E21 October 28, 2008 I Page 9 of 59 CONFIDENTIAL (c) Events Upon Expiration, Termination. Upon the expiration or termination of this Agreement for any reason, Client shall: (i) promptly cease all use of the Licensed Technology; (ii) promptly discontinue providing access to and remove all links to the Licensed Technology; (iii) within ten (10) business days after expiration or earlier termination of this Agreement, return to Licensor, or upon Licensor's request, destroy, all copies of the Licensed Technology in Client's. its Affiliates and the Service Providers' possession or control; and (iv) certify within fifteen (15) business days to Licensor in writing that it has done all of the foregoing after expiration or earlier termination of this Agreement. Upon any expiration or termination of this Agreement, Licensor shall invoice Client for all accrued Fees, including, without limitation, the amount of any implementation and migration fees earned by the Licensor as specified in the Statement of Work, and all reimbursable expenses. and Client shall pay the invoiced amounts, including from previously issued invoices, in accordance with Section 218.70, Florida Statutes, also known as the "Local Prompt Payment Act". (d) Migration. During the term of this Agreement. Licensor may design and put into production a new version of the Software, including which operates on another platform, with respect to each type of Software listed in the relevant Statement(s) of Work, "New Software") that is intended to replace the then-current version of the Software. Client acknowledges and agrees that during the term of this Agreement Client shall negotiate in good faith with Licensor with respect to any proposal made by Licensor relating to migration of the Client to the New Software. (e) SurvivaL Except as otherwise set forth herein, in the event of termination of this Agreement for any reason, the provisions of Sections 2(t),(j), 5, 6(c), 7(e),(f), 8. 9, 10. II, 13 and 14, as well as all payment obligations, shall survive. 7. Limited Warranties and Disclaimer. (a) Software Warranty. Licensor warrants that the Licensed Software will perform in all material respects in accordance with the Documentation when used in accordance with the terms of this Agreement on the hardware and with the third-party software specified by Licensor from time to time. Client's sole remedy for any breach by Licensor of the warranty 6 I L provided in this Section 7(a) shall be replacement of the nonconforming Licensed Software, at Licensor's sole expense, as described herein. If Client discovers that any Licensed Software fails to conform to the warranty provided in this Section 7(a), Client shall give Licensor written notice of such nonconformity within thirty (30) days after delivery of the Licensed Software or component thereofto Client and promptly after such discovery (and, in no event later than five (5) business days after expiration of the Warranty Period (as defined below). Licensor shall deliver to Client replacement Licensed Software, a work-around andlor an error/bug fix as may be necessary to correct the nonconformity. In the event that Client gives Licensor notice of an apparent nonconformity that Licensor reasonably determines is not due to any fault or failure of the Licensed Software to conform to the warranty provided herein, all time spent by Licensor resulting in such detennination, including time spent attempting to correct the problem, shall be charged against Client's client service hours, or, if client service hours have been exhausted, charged to Client at Licensor's then current hourly rate for such services. (b) Services. Licensor represents and warrants that the Services shall be performed in a professional and commercially reasonable manner consistent with the standard of care exercised by Licensor in performing similar services for other clients. Client's sole remedy for breacb of this warranty shall be re-performance of the nonconforming Services, provided that Licensor must have received written notice of the nonconformity from Client no later than thirty (30) days after the original performance of the Services by Licensor. (c) Software Virus. Licensor warrants that, to the best of Licensor's knowledge, prior to its delivery to Client, the Licensed Software does not contain any programming devices (e.g., viruses, key locks, back doors, trap doors, etc.) which would: (i) disrupt the use of the Licensed Software or any system, equipment or software to which Client's networks are interfaced or connected; or (ii) destroy or damage data or make data inaccessible or delayed, except for file and purge routines necessary to the routine maintenance of the Licensed Software (collectively, "Disabling Code"). Licensor will use reasonable practices and security procedures necessary to avoid insertion of Disabling Code prior to the delivery of the Licensed Software to Client and, as Client's sole ,,- Agenda Item No. 16E21 October 28,2008 Page 10 of 59 CONFIDENTIAL remedy, shall remove any such Disabling Code so inserted, at Licensor's cost and expense. (d) Authority. Each party represents and warrants that it bas full power and authority to enter into this Agreement and grant the rights granted herein. (e) Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY STATED IN TInS AGREEMENT, LICENSOR MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER, EITIIER EXPRESS OR IMPLIED, WITH RESPECT TO TIm LICENSED TECHNOLOGY OR SERVICES, INCLUDING QUALITY, PERFORMANCE, MERCHANT ABILITY, FIlNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT. NO LICENSOR AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY EXPANSION, MODIFICATION OR ADDITION TO THIS LIMIT A nON AND EXCLUSION OF WARRANTIES IN TInS AGREEMENT. Licensor shall not be responsible for: (i) any non-conformities of the Licensed Software with Documentation, omissions, delays, inaccuracies or any other failure caused by Client's, its Affiliates' or any Service Providers' computer systems, hardware or software (other than the Licensed Software), including by interfaces with such third party software, or any inaccuracies that such systems may cause within the Licensed Software; (ii) any inaccuracies in or failures of the Licensed Software to conform to the Documentation arising out of the use ofa version or release of the Licensed Software other than tbe most recent version or release provided to Client by Licensor; (iii) any data that Licensor receives from Client or third party sources, including its PPOs, and including the data's accuracy or completeness, or Client's claim handling decisions; or (iv) the Licensed Software to the extent it is modified by anyone other than Licensor. To the extent the Licensed Software utilizes Internet systems to transmit data or communications, Licensor disclaims any liability for interception of any such data or communications, including of encrypted data. Client agrees that Licensor shall have no responsibility or liability for any damages arising in connection with access to or use of the Licensed Technology by Client, its Affiliates or Service Providers other than as authorized by this Agreement. Licensor is also not responsible for the reliability or continued availability of the telephone lines and equipment used to access the Licensed Software. 7 (f) Tbird-Party Websitea. The content of third party Websites, systems, products or advertisements that may be linked to the Licensed Software are not maintained or controlled by Licensor. Licensor is not responsible for the availability, content or accuracy of third party Websites, systems or goods that may be linked to, or advertised on, the Licensed Software. Licensor does not: (i) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Licensed Software; (ii) guarantee the accuracy, completeness, usefulness or adequacy of any other Websites, systems, products or advertisements that may be linked to or referenced in the Licensed Software; or (Hi) make any endorsement, express or implied, of any other Web sites, systems, products or advertisements that may be linked to or referenced in the Licensed Software. (g) Warranty Period. The representations and warranties contained in this Section 7 shall be in force, as to each version or release of the Software, for a period of one (1) year after it is first delivered or otherwise made available to Client by Licensor (the "Warranty Period"). 8. Indemnification bv Licensor. (a) Indemnification. Licensor agrees to indemnify, defend, settle, or pay any claim or action against Client, its Affiliates, and their officers, directors, members, managers, shareholders, and employees for infringement of any U.S. patent or copyright arising from Client's use in accordance with this Agreement of the Licensed Software. If the Licensed Software or any part of the Licensed Software is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Licensor shall, at its own expense and as Client's sole remedy therefore, either: (i) procure for Client the right to continue to use the Licensed Software; or (ii) modify the Licensed Software to make it non-infringing, provided that such modification does not materially adversely affect Client's authorized use of the Licensed Software; or (Hi) replace the Licensed Software with a fWlctionally equivalent non-infringing program at no additional charge to Client; or (iv) ifnone oftbe foregoing alternatives is reasonably available to Licensor, tenninate this Agreement and refund to Client any prepaid but unearned Fees paid to Licensor in advance by Client prior to the effective date of the termination. Agenda Item No. 16E21 October 28, 2008 I Page 11 of 59 CONFIDENTIAL (b) Exclusions. Licensor's indemnification obligations under Section 8(8) shall not apply where the claim is based in whole or in part on: (i) modifications to the Licensed Software or any component thereof made by anyone other than Licensor; (ii) use of any Licensed Software in combination with a product not supplied by Licensor; (iii) use of any Licensed Software other than in accordance with this Agreement or the Documentation; or (iv) use of a version of the Licensed Software other than the most recent version or release provided to Client by Licensor. (c) Conduct. Licensor shall have the sole right to conduct the defense of any such infringement claim or action and all negotiations for its settlement or compromise, and to settle or compromise any such claim. Client agrees to cooperate BOd ensure that its Affiliates cooperate with Licensor in doing so. Client agrees to give Licensor prompt written notice, in no case longer than within seven (7) days of receipt or discovery, of any threat, warning, or notice of any such claim or action, with copies of any and all documents Client, its Affiliates or Service Providers may receive relating thereto. 9. Indemnification bv CUent. Subject to Section 768.28, Florida Statutes, pursuant to authority in Article 10, Section 13, Florida Constitution (1968), Client agrees to indemnify, defend and hold harmless Licensor, its Affiliates, and all their officers, directors, members, managers, shareholders, employees and other agents for and against any damage, cost, liability, expense, claim, suit, action or other proceeding, to the extent based on or arising in connection with any breach of this Agreement by Client, its Affiliates or the Service Providers. 10. Limitation of Liability. (a) Disclaimer. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, INTENDED CONDUCT OR OTHER WISE, INCLUDING WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME, GOODWILL OR REVENUE, COSTS INCURRED AS A RESULT OF 8 I L DECISIONS MADE IN RELIANCE ON TIlE LICENSED TECHNOLOGY, LOSS OF USE OF THE LICENSED TECHNOLOGY OR ANY OTHER SOFfWAREOROTHERPROPERTY, LOSS OF DATA, THE COSTS OF RECOVERING OR RECONSTRUCTING SUCH DATA OR THE COST OF SUBSTITUTE SOFTWARE, SERVICES OR DATA, OR FOR CLAIMS BY THIRD PARTIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) Limitation of LiabiUty. UNDER NO CIRCUMSTANCES SHALL LICENSOR'S AGGREGATE MAXIMUM UABlLITY UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE PAYMENTS ACl1JALL Y MADE TO LICENSOR HEREUNDER DURING TIlE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH ANY CLAIM IS MADE AGAINST LICENSOR. 11. PubUcitv. Neither party shall issue a general press release naming the other party regarding the existence of this Agreement, without the prior written consent of the other party. 12. Foreln Use. If Client chooses to access the Licensed Software from outside the United States, it is responsible for compliance with foreign and local laws. The Licensed Technology is not available through Licensor or its Affiliates to any Restricted Entity. Client represents and warrants that it is not a Restricted Entity and is not using the Licensed Technology on behalf of or for the benefit of a Restricted Entity. 13. Records. Client shall use reasonable efforts to maintain records regarding its use of the Licensed Technology, including, without limitation, the name and usemame/user identification and password of each Seat, (collectively, the "Records"). Client shall maintain such Records during the term of this Agreement and for two (2) years thereafter. At Licensor's expense, Licensor (or at Licensor's election, its representatives) shall have the right to examine, inspect and audit Client's offices, infonnation systems and Records, and make extracts of information and copy any part of the Records at any reasonable time during nonnal business hours upon ten (10) business days' notice to Client in order to monitor Client's Agenda Item No. 16E21 October 28, 2008 Page 12 of 59 CONFIDENTIAL compliance with this Agreement. If any such audit reveals that Client bas more (i) Seats accessing or using the Licensed Technology, or (ii) transactions than Client has paid for during the period to which the audit relates (as determined prior to the commencement of the audit), then Client shall promptly pay for such additional Seats or transactions, as applicable (beginning from the date offlISt access by eacb additional user or flISt additional transaction) at the rates set forth in the applicable Statement(s) of Work, and the reasonable cost of such audit shall be borne by Client; provided that Licensor shall make reasonable efforts to ensure that audit hours are Dot unnecessarily charged to Client In addition, if any such audit reveals that Client bas more five percent (5%) or more Seats accessing or using the Licensed Technology or transactions than for which Client has paid, Licensor shall have the right to charge Client interest in accordance with Section 218.70, Florida Statutes, also known as the "Local Government Prompt Payment Act, on all amounts payable by Client for such additional Seats or transactions, as applicable. 14. GeneraL (a) Client shall not have the right to assign, transfer, or sublicense any obligations or benefit under this Agreement without the prior written consent of Licensor. Except as otherwise provided herein, this Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the parties. (b) Any notice required or permitted to be delivered pursuant to this Agreement shall be in writing and shall be deemed delivered: (i) upon delivery if delivered in person; (ii) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; (iii) upon transmission if sent via facsimile, with a confl1lD8tion copy sent via overnight mail; or (iv) one (I) business day after deposit with a national overnight courier, in each case addressed to the following addresses: If to Licensor: CS STARS LLC Attn: Executive Vice President Professional SelVice 500 West Monroe Street Chicago, IL 60661 Facsimile: (312)627-6590 9 I"" ',... >_~~.,< With a copy to: CS STARS LLC Attn: Corporate Counsel 500 West Monroe Street Chicago, IL 60661 Facsimile: (312)627-6590 If to Client: Collier County Government Attn: Jeff Walker 3301 E Tamiami Trail, Building D Naples, FL 34112 Phone: (239) 252.8906 or to such other address as may be specified by either party hereto upon notice given to tbe other. (c) The failure of either party to enforce any of its respective rights under this Agreement at any time for any period shall not be deemed or construed a waiver by such party of such rights. (d) Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer or agent of the other party and shall not bind nor attempt to bind the other party to any contract or other undertaking. (e) No changes or modifications to or waivers of any provision of this Agreement shall be effective unless evidenced in a written amendment that is signed by authorized representatives of both parties. (I) In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. (g) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to the conflicts of laws provisions thereof. Agenda Item No. 16E21 October 28, 2008 Page 13 of 59 1 CONFIDENTIAL (h) Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement. (1) Licensor shall have no liability for any failure or delay in performance of its obligations under this Agreement because of circumstances beyond its reasonable control, including without limitation, acts of God, fires, floods, earthquakes, wars, civil disturbances, terrorism, sabotage, accidents, unusually severe weather, labor disputes, governmental actions, power failures, viruses that are not preventable through generally available retail products, inability to obtain labor, material or equipment, catastrophic hardware failures, usage spikes, attacks on Licensor's server, or any inability to transmit or receive information over the Internet, (each, a "Force Majeure Event") nor shall any such failure or delay give Client the right to terminate this Agreement. (j) Client acknowledges that its breach of this Agreement may cause irreparable injury to Licensor that may not be adequately compensable in money damages, and for which Licensor shall have no adequate remedy at law. In the event of breach of Sections 2 or 5 of this Agreement, Licensor shall be entitled to seek equitable relief to protect its interests, including but not limited to preliminary and permanent injunctive relief. Client hereby waives any requirement of the posting of a bond that may apply for issuance of any injunctions, orders or decrees. (k) This Agreement takes precedence over any conflicting statement or provision in any Statement of Work and any other document furnished by Licensor. This Agreement, including all Exhibits hereto, is the complete statement of the agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior oral and written agreements with respect to the subject matter hereof. (l) This Agreement may be executed in counterparts, each of which will be deemed an original but all of which together shall constitute one and the same Agreement. ~ ~ ~ ~ ~ ~ 10 I L I ~t~ Agenda Item No. 16E21 Page 14 of 59 IN WITNESS WHEREOF, the parties bereto have executed this Agreement as of the Effective Date. ATfEST: Dwight E. Brock, Clerk of Courts BOARD OF COUNTY COMMISSIONERS COLLIER COUNfY, FLORIDA By: Dated.: (SEAL) By: Tom Henning, Chairman CS STARS LLC By: First Witness Signature tTypejprint witness narnet Second Witness Typed signature and title tTypejprint witness namet Approved as to form and legal sufficiency: Assistant County Attorney 11 Agenda Item No. 16E21 October 28, 2008 I Page 15 of 59 .... Print Name FORM CS STARS SOFrW ARE LICENSE AND SERVICES AGREEMENT FOR CORPORATE SOLUTIONS Versioo; May 10,2007 Page ii I L Agenda Item No. 16E21 October 28,2008 Page 16 of 59 CS STARS CS 5T ARS Statement of Work #1 for Collier County Board of County Commissioners ------------------ -----111---------- -----------.... Brett Greenway, SenIor Account Manager CS STARS LLC 3475 Piedmont ReI., Suite 1200 Atlanta. GA, 30305 Phone: 404.995.3016 Fax: 404.995.3017 EmalI: bgreenway@csstars.com October 9. 2008 Version 1 This docwnent contains proprietary and confidential business infonnation and is intended solely for employees of Client. No portion may be reproduced or shared with consultants or other third parties without advance written permission from CS STARS LLC. PIge 1 of 14 I Agenda Item No. 16E21 October 28, 2008 Page 17 of 59 II CS STARS Table of Contents 1. Maintenance Services and Support ............................................................................................. 3 A. Software Product Ueenses and Maintenance ...............................3 B. Advanced Features and Universal SoIutions.................................3 C. Custom Software Malntenance.........................................................4 D. Technical Services........................,.....................................................5 E. Scheduled Data Processing Services .............................................5 F. Ongoing Training ................................................,.........................."...6 G. Ongoing Services and Travel............................................................ 7 3. Pricing and Invoice Schedule ................................................. ................. ............................... ..... 8 4. Statement of Work Approval...... ....................... ............ .......... ............. ....... ......... ...... .................. 8 Data Conversion and Scheduled Data Processing Services Appendix....................................... 9 Financial Appe ndix ........ ........ ...... ..................... .............. .................. ....... .... ....... ......... ...................... 14 Page 2of14 I I Agenda Item No. 16E21 October 28, 2008 Page 18 of 59 CS STARS S1atementofWork#1 forSTARSlM Software This Statement of Work #1 ("Statement of Work") describes services to be performed by CS STARS LlC ("CS STARS") for Collier County Board d Commissioners rctlenr). This Statement of Work Is subject to all the terms and conditions of the Software Ucense and Servloes Agreement entered into by the parties on November 24, 2008 (the "Agreement"). This statement of Work is effective on November 24. 2008 (the "SOW # 1 Effective Date") and will remain In effect through November 23, 2011 unless tennlnated sooner In acoordance with the Agreement. Any capitalized terms not defined In this Statement of Wort< shall have the same definitions 88 set forth In the Agreement 1. Maintenance Services and Support: Ongoing software maintenance and related support 2. Price and Payment Schedule: Cost breakout for project products and ongoing services 3. Statement of Work Approval 4. Appendices and Additional Approvals: Additional details that apply to information contained in this Statement of Work 1. Maintenance Services and Support The following desaibes the sarvices lnduded for the ongoing maintenance of this account. CS STARS will license the following software to Client In accordance the terms and condltions of the Agreement: A. Soflwar9 Product Licenses and Malrdlenance !l STA~SlM P~lo~_Edm~~ : .;. i Upgrades . I , , 9 named User licenses Version 8.10 of STARS1M Professional Edition. Any Upgrades to the STARS 1M So1\ware for the Edition licensed under the Agreement that are generally released during the term of . this Statement of Work. Any Client Support Hours used 10 Install Upgrades will be applied against Client's ongoing Client Support Hours. : I _.~.. ...J Migrations (for non- Enterprise clients only) . Migrations to new CS STARS software platforms are not Included In this Statement of Work and will require an additional SOW 0.9. migration from STARSTM Professional Edition to STARSTM Enterprise). . Client may contact its CS STARS service representative to obtain a pricing indication for a migration to a new CS STARS software p1atfonn. ; ___._.i B. Advanced FeaIures and Universal Solutions This secIlon provides details about advanced system features included In this Statement of Work. Page 3or14 I Agenda Item No. 16E21 October 28,2008 L Page 19 of 59 CS STARS Maintenance of Advanced Maintenance services relatec:llo Advanced Features and Feature. and Universal Solution. Universal Solutions included In attached Projed Soope and Deliverables section wlll be applied against the Client Support Hours. If set Client Support Hours are depleted. additional Client , Support Hours will be charged as Incunecl. Advanced Features Used: , Custom Letters Events and Validations Maintenance services related 10 Advanced Features will be applied against the Client Support Hours. If set Client Support Hours are depleted, additional Client Support Hours will be dlarged as 11lCl.ITed. I ~ --.....; Universal Solutions Used: ; None Maintenance services related to Universal Solutions wlll be applied against the Client Support Hours. If set Client Support Hours are depleted, additional CHent Support Hours will be dlarged as incurred. ._...J C. Custom ScJflwant Maintenance Maintenance of Custom Sotutlons Maintenance services related 10 custom plug-Ins Included In attached Project Scope and Deliverables section are Included in this Statement of Wort<. - _.~ ...~. "..,.. j ~~:~~ ._.._u_____.. __ ... . I ! .. .'-- . .. -..........--. ;[ Custom Plug"'n 1 ! '-' ....--.-----. ..-.--.... ....- Page 4of14 I L Agenda Item No. 16E21 October 28,2008 Page 20 of 59 CS STARS D. Technical Services ASP Setup Client Data wiD be hosted on CS STARS's servers I during the term of this '1 Statement of Work. ! , , 200 Megabytes for storage for up to 25,000 claim records are Included. Total storage shan nol exceed 6.200 megabytes. . 6 additional gigabytes of storage for all other data, Including, but not limited to transactions, attachments and any supplemental custom tables. I Additional storage can be purchased at a rate of $1000 per one gigabyte of storage. , Backups of Database one time nightly , Standard AudltlMonltor1ng feature is not enabled in STARS'lM. I Client requested Data Recovery Services can be purchased at CS STARS's lt1en-current rate for such services at the time of the request. . Client Is responsible for allowing appropriate lirewaII access to STARSTM ASP environment j Installation, maintenance, tuning, administration or enhancement of Client system environment, networ1<s, servers, or other equipment Is not included this Statement of Work. Client Is responsible for complying with the minimum technical requirements as provided in the Hardware and Software Documentation. E. Scheduled Data ProcessIng Services Fees charged by data providers for lt1e transmittal of data to CS STARS are not included In this Statement of Work and shall be payable by Client directly to such data providers. Standard Data Processing: The CS STARS standard turnaround time for non-daily and non-weeldy scheduled claim and transaction data processing Is three (3) business days from the time that CS STARS Data Operations Center confirms that incoming data is In the expected data layout, balances to control totals, and passes basic quality checks performed by CS STARS. Data processing wiD take place during CS STARS's nonnal business hours. Unless specifically stated otherwise. the Scheduled Data Processing Services deliverable relates only to loading data Into the Ucensed Software, but not any extracts of such data. Page 5of14 I Agenda Item No. 16E21 October 28, 2008 I Page 21 of 59 '. CS STARS ,. .._.___..ww _"._. II I : _ ~ata ~.u~._.._ ______...1 Johns East8m For additional details regarding Scheduled Data Processlng Services. please see Data Conversion and Scheduled Da1a Processing Services Appendix. F. Ongoing Training Travel for ongoing training wUl be billed as Incurred unless included in Ongoing Services and Travel section. Instructor Led Training Uve Instructor led training for groups of aient users. , 1 day (8 hours maximum per day) of onslte Instructor led training for up to 15 colleagues per year at Client's Naples location or at a CS STARS's training facility. , Configuration of standard training materials Users Conference Fees Registration fees for CS STARS Users Conferences Included , 2 registration fees are included in this ; Statement of Work. -_.__. - ._. ..-.,-__ .___ __..__.. _"..__w"____ _~~ __ ....'_. .._.. pege 6 of 14 t L Agenda Item No. 16E21 , 0 Page 22 of 59 CS STARS G. OngoIng ServIces and Travel Client Support, Account Management .nd Consulting Services Ongoing Travel - Package of 125 annual Client Support Hours Is Included In this Statement of Wor1<. Client may pr&-purchase additional Client Support Hours packages In advance of the ccmpIete erosion of any package at the same rate that Client Is charged for such ClIent Suppa1 HolR"S In the initiai package. . Additional ServIce Hours purchased by Client after all Client _ Support Hours have been eroded will be billed as Incurred at : CS STARS' thel1-CUlT8flt ra1B at the time of the request I , Support Is offered during CS STARS nOlTTlal business hours. ! , Customer support, account management and consulllng services relatec:Ilo maintenance and ongoing use of the Software. Examples Include, but are not limited 10, service time spent on: Upgrades, migrations, user assistance with features, troubleshooting, testing, project management, issues management, stewardship meetings, account management, report configuration, data reconciliation, Third party Administrator dalm takeover analysis; changes to existing workIIows or system setup; oonsutllng related to changes to custom solutions, changes to data oonverslons or changes to reports; technical assistance, creation of events and validations, maintenance of custom reports, status calls, meetings and Documentation. -~ . ._.._..~ _.. -. ..-.._..~..... _. ~--_. . Travel may be required for Services Including, but not limited ! to, training, wor1<ing meetings, stewardship meetings, project ' meetings, and technical services required for Upgrades or Installations. . 2 trips for 2 team members for up to $750 per person are Included. Additional travel will be billed as incurred. ..J__ Page 7 cl14 Agenda Item No. 16E21 October 28, 2008 I Page 23 of 59 , CS STARS 3. Pricing and Invoice Schedule See Financial Appendix for additional billing detaHs. Fees do not include applicable taxes. All fees are subject to U.S. State Sales Tax. where applicable. t:ar 1 Fe.. il:ooo Il ~e~r 2 Fe.. _Jr1~:, it Vear 3 F"S__ J $81.000 '1' Billed on SOW #1 Effective . · Date. ,-.---; .----.----------.--.---- .. , ___. __ J ' ~::~ 24, 20?S. l' ___~~;;;24,2010., ___ 4. Statement of Work Approval This offer wiD expire on November 23, 2008. IN WITNESS WHEREOF, the undersigned have duly executed this Statement of WOr1<, or have caused this Statement of Wort< to be duly executed on their behalf as of the SOW #1 Effective Date. Collier County Board of Commissioners CS STARS LLC Name NlIITMt Signature Signature Title TItle Date Date AT'l'Bft DWlIIltB. ....11. BY: fyJ ti==_"~~".."".~'>:"c,:,. ., .' ------~....~_...-.- 1l .~ ..~. . ~ .::.~~,;l;,..~~~,;; :~,:~..:l~;;;l. ., ~"*~.I'".-H:~V ;.7 ........_~.M~ Page 8 01'14 I L Agenda Item No. 16E21 October 28,2008 Page 24 of 59 CS STARS Data Conversion and Scheduled Data Processing Services Appendix The following further explains the Data Conversion Services deliverable. ~ , 1?:: :--- " ...... .. . . . ~.. , \" / .~ Client Is responsible for facilitating delivery of Client Data to cs STARS from all data providers, Including a layout definition or data dictionary. Client is responsible for faclHtating delivery of control total repor1s to CS STARS for each data provider. CUmulative claims data conversion All Client Da1a provided to CS STARS must be encrypted using the NISTIAES or DES standards. CS STARS will provide the public keys and the methods used for encryption. This policy pertains to all Client Data sent electronically or physically to CS STARS. Not all data providers are able to provide all data components for data conversions. Prior to execution of this Statement of Work, ClIent Is responsible for verifying that all of Cllenfs data providers are able to provide such data components. Fees charged by data providers are not included in 1his Statement of Work and shall be payable by Client diredly to 1he data providers. In the event that con1rol total reports are not available for a data provider, Client must provide written approval of agreement with CS STARS on a method of reconciAatlon. A cumulative claims data conversion consists of claim indicative data (name, address, loss date, etc.) and summary lInanclals only and does not include other data elements (adjuster notes, OSHA ntCOrds, contacts, andlor historical detaHed payments I reserve transactions). Historical detailed transactions are only included If the component entitled "Historical transaction data conversion" is selected in the Statement of Worit. I P8ge 9 or 14 Agenda Item No. 16E21 October 28, 2008 Page 25 of 59 L CS STARS Historical transaction data conversion Historical transaction data conversion includes detailed historical payment and reserve transactions only. In the e\'etrt of an imbalance between claim summary financials and detaIied transactions, lt1e claims may be balanced to the transactions or vice versa. dependent on feedback from lt1e data provider and Client Fees charged by data providers are not included in this Statement of Work and shall be payable by Client directfy to the data providers. Data associated with history of check processing and printing is not included in an hls10rical transaction conversion. Data associated with historical medical billlnvoicelline item conversion is not included In an hIstorical transaction conversion. CS STARS will worn with Client to develop data mapping and transfonnation rules. cs STARS cannot fabricate data based on the source data or other factors. CS STARS will develop data conversion program(s) and processes. CS STARS will only develop data conversion program(s) and processes for data conversion components explicilly listed in the Statement of Wort<:. Additional data conversion components may be added to project scope, but an additional fee will apply and the timeframe of the project may change accordingly. I Some information may not be available through the i da1a provider, If the data is available, the data provider may charge Client an additional fee that is not included in this Statement of Work CS STARS will maplintegrate the Client Data Client may need to provide assistance in claim received from aD data providers Into a single matching activities. repository and match claims between data providers, Thl ,..;,Jit" d t I cl d cia' tchi data If needed. I s a""....1 oes no n u e 1m rna ng or , Issue resolution associated with a Carrier or TPA takeover of claims from another Carrier or TPA unless that activity Is explicitly listed as a deliverable In this Statement of Wort<:. Page 10of14 I L Agenda Item No. 16E21 October 28, 2008 Page 26 of 59 CS STARS CS STARS war pertcrm three (3) data Ioadslnto the STARSlM database: one Initial load Into the Test STARSlM database, one additional load containing revisions into the Test STARSlM database, and one final load Into Production. CS STARS will perform the foUowing quality control activities: reconciliation to control total reports provided by data providers; validation of incoming data codes (locations. cause, nature of injury, body part, pay types, etc.); validation of STARS standard business rules; reconclliatlon of an exceptions produced during loads Into the STARS database; completion of unit testing on converted data as defined in the Data Operations Standard Test Plan CS STARS will provide documentation of converslon results. Any time spent by CS STARS to avate more than the three (3) specified data loads will be charged against !he Client Support Hours or, If all Client Support Hours have been eroded, all time spent will be charged to alent at CS STARS's then-aJnent rate for such services. WIthin ten (10) business days r:Jthe date that CS STARS forwards the mappings to Client, Client shall reviewltest the mapplng(s) and either: (a) inform CS STARS of any necessary revisions to the mappings or (b) sign-off on the mappings by signing the a Data Conversion Mapping Closure document (the "Mapping Closure"). In the event that CS STARS does not receive either a signed copy of the Mapping Closure or Client's requested revisions by such date, the mappings will be deemed approved by Client. STARSTM Standard Business Rules and Data Operations Standard Test Plan are available upon request. Conversion result documentation Includes the following: . Recondliatlon results between control total reports and data conversion reports and documented explanation of dlsaepancles, If needed . STARSTM Gate reports . STARSlV Update reports I Page 11 ClI'14 Agenda Item No. 16E21 October 28, 2008 Page 27 of 59 l CS STARS The following further explains the Scheduled Data Processing Services deliverable. Da1a ProcessIng Components - - . ~- -" -. - - Ongoing data processing includes the following activities, which are all based on control total reports and Client Data provided by Client and/or its data providers: Ongoing da1a conversion processing, source data validation, and update of data from Caniers or TPAs Into STARSlM orClalmSulteThl. Financial reconciliation with control total reports. Minor code changes in conversion routines to address new business needs for Client. I.e., new location is added to structure Resolution of code errors with the carrier f TPA Resolution of claims that are missing or have been dropped from the Canier f TPA feed Troubleshooting data related issues with the Cartier / TPA Sd1eduled Dally loads Into the STARS ThI database Not all data providers are able to provide all data components for da1a processing. Client is responsible for confirming the frequency and data components with Its data providers. In addition, If the data is available, the data provider may charge Client an additional fee that is not Included In this Statement of WorK and shall be payable by Client direclly to Its data providers. CIaIm-onIy data updates do not include detailed payment and reserve transactions. CS STARS builds a single cumulative transaction per financial category (I.e. Medical, Expense, and Indemnity) for each claim to allow for prior valuation or loss development reporting. In the event of an irroalance between claim StI'11rT1ary financials and detailed transactions during a detailed transaction update, the claims may be balanced to the transactions or vice versa, dependent on feedback from the data provider and Client. Takeover claim projects (i.e. one carrierffPA assumes the claims for another carr1erfTPA) require a new Statement of WorK or Wen Order and wia either require an additional fee or erode Client Support Hours. In the event that a takeover is not communicated to the Data Operations Center in advance, time spent to correct data integrity issues will be billed as incurred at CS ST ARS's then-cunent rates for such services. Client-requested changes to a data conversion after the data conversion has moved into production are not included in ongoing data processing activities and will be billed as incurred at CS STARS then-current CS STARS's rate for such services at the time of the request. Changes to the layout of the incoming data feeds that are dictated by the Carrier / TPA requiring additions or changes to data conversion routines Investigation of data quarrty issues with the data provider and correction of these elT'Ol"S through CS STARS programming efforts win be billed as incurred. Daily loads are performed once daily during an agreed upon nightly window. Page 12of14 I L Agenda Item No. 16E21 October 28,2008 Page 28 of 59 CS STARS -~ ",1~' - p _.~.~ , . cs STARS will perform scheduled loads Into the STARSTM database during an agreed upon time frame. Scheduled data processing turnaround time Data Quality Control includes only: reconciliation to control totals provided by Client's data providers; paid financial and claim count trending, Including investigation of discrepancies, validation of incoming data codes (locations, cause, nature of Injury, body part, pay types, etc.); validation of STARS TM standard business rules; rec:onclliatlon of all exc;eptlons produced durtng loads into the STARSlM database; resolution of claims that are missing and/or have been dropped from the data source, all based on control total reports and Client Data provided by Client and/or Its data providers. Initialed: Client CS STARS CS STARS's standard data processing schedule is to perform scheduled non-daily or non-weekly data updates Into the STARSTM database during CS STARS's normal business hours (M<may - Friday 8:00 a.m. to 5:00 p.m. CST, except CS STARS holidays) with minimal disruptions. Cnent Is responsible for identifying and communicating an acoeptable scheduled update tlme pel1ocI. CS STARS Is responsible for notifying Client In advance of scheduled updates being performed. Processing outside CS STARS's normal business hours, Including weekends and holidays, Is available for an additional fee. CS STARS's standard turnaround tine for non-daily and non-weekly scheduled data processing Is three (3) business days from time of data acceptance at the CS STARS Data Operations Center. Shorter turnaround time may be available for an additional fee. In the event of data Issues wtth the data provider, CS STARS can not be held to the turnaround time specified In the Statement of Work. Client may be required to provide timely feedback to notification of discrepancies. invalid codes, exception reconciliation techniques, and/or missing/dropped claims In order for CS STARS to meet standard turnaround time. I Page 13of14 Agenda Item No. 16E21 October 28, 2008 I Page 29 of 59 ..... CS STARS Financial Appendix MaIn Client Busl.... Contact Information Business Contact Name Jeff Walker Business Contact Title Director of Risk Management Business Contact Address 3301 Tamaimi Trail Naples, FL 34112 Business Contact Phone (239) 252-8906 Business Contact Fax (239) 530-6401 Business Contact Email Address JeflWalker@colllergov.net Client BOling Infonnatlon Billing Contact Name Jeff Walker Billing Contact Trtle Director of Risk Management Billing Contact Address 3301 Tamalmi Trail Naples, FL 34112 Billing Contact Phone (239) 252-8906 Billing Contact Fax (239) 530-6401 BltIing Contact Emall Address JeflWalker@colliergov.net Client Tax Jurisdiction. Billing Currency USD Preferred I nvoicing Method Mail .If Clienl has a tax exempt status, please attach tax exempt form to this appendix. For European clients. please indicate VAT or No VAT in this section as well. Pavrnent Remission Details ACH WI.. Instructions Bank: Wells Fargo Bank Dallas, TX N3A: 121000248 Account No: 4121269922 CS STARS Lockboxfor Pa es STARS LLC P.O. Box 201739 Dallas, TX 75320-1739 Initialed: Client CS STARS Page 14of14 I L Agenda Item No. 16E21 . October 28,2008 Page 30 of 59 CS STARS CS Sf ARS Statement of Work #2 for Collier County Board of Commissioners 1111111111111111_1111111111111111 111111111111111111111111_111111- II II 11111111111111111111_11__ Brett Greenway, Senior Account Manger CS STARS LLC 3475 Piedmont Rd., SUite 1200 AUanta, GA. 30305 Phone: 404.995.3016 Fax: 404.995.3017. Email: bgreenway@csstars.com October 9, 2008 Version 1 This docwnent contains proprietary and confidential business information and is intended solely for employees of Client. No portion may be reproduced or shared with consultants or other third parties without advance written permission from CS STARS LLC. Page 1of11 L Agenda Item No. 16E21 October 28, 2008 I..... Page 31 of 59 CS STARS Table of Contents 1. Project Scope and Dellverables .. ................................................................................................ 3 A. Migration of Standard System Configuration ................................3 B. Migration of Data Conversion ...........................................................5 C. MIgration of ReportsIReporting........................................................5 D. TrainIng on Enterprise Product........................................................6 E. Project Management... .......... ...... .............. ...... .... ......... ........... ............6 F. Travel..... ...... ......... ....................... .......... .............. .......... ........ ........ ........7 2. Pricing and Invoice Schedule ........... .................. ................................................ .......................... 8 3. Statement of Work Approval..........................................................................................................8 Project Management Appendix.............. ......... ...... ......... ........ ...... ........ ............ .................................. 9 Page2of11 I I L Agenda Item No. 16E21 October 28.2008 Page 32 of 59 CS STARS Statement of Work #2 for STARS 1M Software This Statement of Worle #2 ,Statement of Workj describes services to be performed by CS STARS LLC res STARS"} for Collier County Board of Commissioners ("Cllent"). This Statement of Wort< Is subject to all the terms and conditions of the Software Ucense and ServIces Agreement entered into by the parties on November 24, 2008 (the "Agreement"). This Statement of Wort< is effective on November 24, 2008 (the .SOW #2 E1fectIve Date; and will remain in effect through Migration Closure (as cIe1Ined herein), unless terminated sooner In accordance with the Agreement My capitalized terms not defined in this Statement of Wort< shall have the same definitions as set forth in the Agreement 1. Prvject Scope and Dellverllbles: Identifiable dellverables Included In this Statement of Work 2. Price and Payment Schedule: Cost breakout for project products and ongoing services 3. Statement of Work Approval 4. Appendices and Additional Approvals: Additional details that apply to Information contaIned In this Statement of Work 1. Project Scope and Deliverables The following describes all initial Servloes to be performed by CS STARS under this Statement of Work. Any services or cIellverables not specified in What~ Included In this Deliverable column are expressly excluded from this Statement of Work. A. MigratIon of StaI rdard System Configuration The following deliverables will be contIgured using standard configuration tools In the STARS software. I I ~ Software migration services to be performed by a primary support team that will leverage resources and experience of STARS personnel to migrate Client from STARS n.4 Professional Edition ("STARS PE" to STARS n.4 Enterprise r'STARS EnfeIprl..) System migration services as follows: Convert existing STARS PE database to the STARS Enterprise database model , . i , i I ' ..-.J . Conversion of all claim records. . Conversion of all reserve and payment records. Conversion of notes and diaries. Conversion of rolodex records to contact I records Conversion of required policy Information If applicable Migration of System Page 3of11 l CS STARS I I I -~ I Convert existing screen I designs for the following I modules: [81 Incidents , [81 Clains I [81 0c:ctJrrer1m ! [81 Transaction I [81 Conlacts I Vendors [8IPo&cy I ~ Loc:aUon I I __._...J Migration of Codes and Fields Migration of Sereen Design I I I I I- , Migration of Location Hierarchy Migration of Security Configuration Migration of Events and Validations Migration of Interview Entry Convert codes and oocIe desaiptions from STARS PE, suc:tl as cause oodes, payment types, etc.. into STARS Enterprise I I a i I - __ ..J Convert existing location hierarchy from STARS PE account design Into a STARS Enterprise location s1ructure. -.J Setup of user IDs In STARS Enterpr1se , i I ----J ~ . ) Setup event notl1ica1ions and [ I validations previously . configured in STARS PE. _ _. ... ___ CS STARS will migrate existing configuration of Interview Entry into STARS TM Enterprise after consultation with Client and based on specifications mutuaRy agreed J ~~~~'_...____ _._ Convert existing field labels as they exist in STARS PE Code and Field label clean-up or revamp is : not included i The following items are not Included as part of the Migration Services: . Replication of My STARS settings established by each current STARS PE user. . Replication of specific search menus established by each current STARS PE user ~ -- . Migration Includes C.O.P.E. data . Location s1ructure reorganization Is not included In migration services , Define User Security groups in STARS Enterprise In order to provide similar security restriction currently In place in STARS PE. a All users win require a valid emaiI address . This does not Include the configuration of the Review of Incidents module. Page4ofl1 I L Agenda Item No. 16E21 October 28, 2008 Page 34 of 59 CS STARS B. MigndJon of Data CorMIrsIon Migration of the following ongoing data sources to allow for source updates into the STARS Enterprise database: i I I I i ______u~J . .... "N0t8:'n,; foUOWIng items are nOt IndLided 'as part of Mlgrittion-servkies aSpSrt"of Oit-::goiiig 'oata- Sources/conversions as they pertain to migration accounts: [1=' I~ ~OU... I i Johns East8m I i I i I . The migration is not meant to address outstanding issues or change reques1s related to on-going data feeds. All open items pertaining to on-goIng data feeds must be addressed and closed out prior to the migration. In the event that these issues are not addressed prior to the migration, the CS STARS service team Will work with the client to develop a plan to address outstanding items. . Migration &efVioes do not include programming to account for takeover claims or layoutfformat changes. c. PtIgraIIon of R8porIsJReportlng Migration of existing STARS PE reports as follows: , Existing standard I STARS PE reports I I ~ Existing STARS PE reports using STARS PE standard report templates will be converted to the STARS Enterprise database. I I I I I I ! .--.J Previously oonfigurecl My Reports and Alerts will need to be reconfigurecl by the Indlvldual user. , existing Report bursting capabilities for report distribution Will need to be recreated by the CLIENT. Page 5of11 I D. Training on EnIBrprIse Pmcb:t Agenda Item No. 16E21 0cluber LO, LOGo Page 35 of 59 I CS STARS I i Instructor Led , Training I I i : ____________----.1 E. Project Management live Instructor led training for large groups of ClIent users. . 1 day (8 hours maximum per day) of onsite Instructor led training for up to 15 colleagues at Client's Naples JocatIon or at a CS STARS training facility. ConfIguration of standard training materials I · I _._.____"_.___._.. _.u__,_.J _~ _.._." __ ._._____ ___ _____ .__ _.' r:~~~~~~m.M Client User Acceptance Testing The Project Management I . InstilUte's (PMI) best practices I for managing projec1s via the CS , STARSPronl methodology. . I r ! Client User Acceptance Testing is required for approval of all deliverables outlined in the Project Scope and Deliverables section. If Client does not provide CS STARS with feedback, the deliverable will be deemed accepted thirty (30) days after delivery. Page 60111 Project schedule indicating estimated project completion, attical paths and slack Project status reports and calls, to discuss activities completed. activities scheduled and issues . Implementation support from the CS STARS Project Management Office (PMO) .._..__..1 . CS STARS will provide Client with project deliverable for User AccepIanoe Testing and will provide Client guidance on the testing process. -.- .j I L Agenda Item No. 16E21 October 28,2008 Page 36 of 59 CS STARS rr==- i Migration Closure Migration Closure is defined as the following: . Client User Acceptance Testing period has elapsed. . The dellverables outlined above are provided In substantial conformity 10 the specifications set forth In this Statement of Work: . Client is provided a migration services closure lettsr and any supporting data validation documentation created as part of the dellverables. . Access to STARS Professional Edition Is discontinued i ..J F. Trawl Travel may be required for Services including, but not limIt8d i to, training, working meetings, steY/ardshlp meetings, project meetings, and technical services required tlr the Migration. 1 trips for 2 team members for up to $750 per person are included. AddItIonal travel will be billed as Incurred. Page 7of11 I Agenda Item No. 16E21 October 28,2008 I Page 37 of 59 '. CS STARS 2. Pricing and Invoice Schedule See Financial Appendix for additional billing detaiis. Fees do not Include applicable taxes. All fees arll subject to U.S. State Sales Tax, where applicable. r ... ---. -----.-.-. ....-.------. -.....--. ..--.. ---.-.-........ ....-. .... '''- _. - .--... ----......-..... . ! ~_~F=_J MI_Fee .. ~___ f ~on~~~ !lY.ar2~e~._J~~Fee_...._ !L~~~.~_ ___.J s.il~~~~~~.2~:.~9 ........ t Ye~~.~_Fee~1. MI~~~ F_8e .. .. .:1 $6,~~.66 . .Jl ~1~~~ve~ber24, 2~10..._ . 3. Statement of Work Approval This offer will expre on November 23, 2008. IN WITNESS WHEREOF, the undersigned have duly exeaAed this S1atement of WorK, or have caused this Statement of Wort< to be duly executed on their behalf as of the SOW #2 Effective Date. Collier County Board of Commissioners CS STARS LLC Name Name Signature Signature TItle TItle Date Date Page 80f 12 ~ L Agenda Item No. 16E21 October 28,2008 Page 38 of 59 CS STARS Project Management Appendix Engagement Methodology - The CS ST ARSPro TM project management methodology Is a disciplined approach to project communications and project management and control. It incorporates timely check- points to ensure Client expectations of deliverables are consistent with CS STARS's expectations. This engagement methodology requires mutual communications and project management discussions between CS STARS and Client. this collaboration will appear In the fOlTTl of regular status meetings, change control procedures as necessary and frequent project progress reports. Customer Role Review The Customer Role Review is designed to help CS STARS's clients understand 1helr part In the major acIIvItIes of a CS STARS project. It ou1lines major milestones. highlights decisions needed from Client and points out Implications of changes to the project scope. The following Client roles are recommended for a successful project: Client Bus/nea Sponsor - this person will be responsible for final approval and signoff on all dellverables. They will also serve as a point of escaJatlon for any project related risks or Issues. Client Project Manager - This person will work dlreclly with the CS STARS project manager to manage project tlmellnes, risks and align Client resoun:es to CXlmplete tasks wtthln the tlmellnes ouUined In the project schedule. Client Sysf8m Admlnlsttator- ThIs person will be the ongolng resource assigned to maintain I1e STARS"'" software. They will work directly with the project team to define specifications and understand CXlnfigUration options selected during Implementation. Milestones Project milestones act as thresholds and help to indicate whether a project Is on track to finish as expected. Specific milestones vary by project, but in general, they are defined as the group of accomplishments, results. deliverables and events that measure project progress. The following outlines typical project mHestones in a CS STARS project and provides a high level overview of what the cs STARS team will need from Client in order to perform CS ST ARS's obligations under this Statement of Work. Kickoff meeting Completion of specifications. Test environment established Transfer of dellverables from test to production envlronment A successful kickoff meeting requires attendance by project sponsor, project managers and end users. Identification of decision maker or polnt-person during this meeting is essential. Client and CS STARS will review the Statement of Work during this meeting to confirm accuracy and completeness of project deliverables. Engagement during specification process; Client may need to produce semple of output files or data from legacy system(s) to be Integrated with CS STARS software. If Installation is local. hardware for test environment Is to be supplied by Client ASP installations will include a test environment provided by CS STARS. Commitment to stnJctured user acceptance testing and signoff on deliwrables at the conclusion of User Acceptance Testing (UAT). Please note that Client UAT Is generally required within 2 weeks from Client's receipt of a deliverable from CS STARS. A delIverable will be deemed accepted Ifnofeedback Is received by CS STARS within thirty (30) days of delivery to Client I Page 9Df11 Agenda Item No. 16E21 October 28, 2008 Page 39 of 59 t CS STARS Training Successful training requires a complete audlenoe of stakeholders and end users. If training Is to be held at Client's facllty. Client will be responsible for seo.Jring a training Iocalionlroom, I9qUesling staff parlIc:ipation, scheduling, etc. Decisions Needed Throughout the project, the CS STARS team will need Client to make choices about the Implementation of the STARS 1M software. DecIsIons vary by project, but in general, they follow the nature of the decisions outlined in the table below. Also included in this table is the nature of the Information to be provided by C&ent and a rough estimate of the timeframe. System specifications DecisIons regarding screen designs, security setup and Beginning of project other system specifications such as custom solutbns or custom repor1s. Validation of data conversion deliverables Approval and signoff is needed on data mappings and prior to finalloed of conversion into the system. Middle of project. Dedsions regarding third- party deliverables Decisions may be required If third-party datallnfofmallon Is late, Incomplete or misslng. Middle of project Signoff on de!iverables Project sponsor required to sign off on an incremental deliverables and final implementation within ten (10) business days of Client's receipt of any deliverable. Midcle of project and End of project. Change Deadlines Research shows tha1 for every month a project progresses there is a 1 - 2% increase in the scope of the project. This is evident even in controDed conditions (i.e. project management). Further. as the project progresses, the cost of change Increases substantially - change becomes more expensive and time- oonsuming. WIth this In mind, CS STARS recommends placing a limit on change requests through change deadlines. Please note that change deadlines are recommendations to maintain the project schedule. Mutually acceptable changes to this Statement of Wor1<: will be outlined in a written amendment to the Statement of Work and may result in additional cost to Client. Change control procedures consist at . Problem Identification (Client) . Impact Estimation (CS STARS) . Signoff of change control documentation (Client) . Change Initiation (CS STARS) . Change Validation (Client) . Approvals and Acceptance (Client) Page 100(11 I L Agenda Item No. 16E21 October 28, 2008 Page 40 of 59 CS STARS The CS STARS project manager works with CHent to define what constlMas a minor change, a change to existing scope or a change outside scope. Changes allowed will be based on the agreed upon project timellne and will adhere to the below basic guidelines for all CS STARS projects. Minor changes Pennltted up to month prior to -go live- Changes to existing project scope Permitted up to the mid point of implementation Changes outside project scope Pennltted up to the first quarter point of implementation Collier County Board of Commissioners CSSTARSUC Name Name Signature Signature Title Title Om Om AftIft DWIIIr.r B." ...... BY: Appl'O'Ved as to torm & Jegal8Ult~Al~ ~ n~ ~~y ~~V Ifl-'''- .Aldataat Coaat, Attar..- Page 11 af11 l_ ... , ~j\-"'.~--- CS STARS C5 51 AR5 Statement of Work #3 for Collier County Board of County Commissioners .................. ...............1.. ........... ... .. Brett Greenway, Senla- Account Manager CS STARS LLC 3475 Piedmont Rd.. Suite 1200 AlIanta. GA. 30305 Phone: 404.995.3016 Fax: 404.995.3017 EmalI: bg~csstars.oom October 9. 2008 Version 1 This document conlllins proprietary and confidential business informatioo and is intended solely for employees of Client. No portion may be rcproduccd or sbared with consultants or other third parties without advance written permission from CS STARS LLC. Pege 1 0/8 Agenda Item No. 16E21 October 28, 2008 Page 41 of 59 I I ! I L Agenda Item No. 16E21 October 28, 2008 Page 42 of 59 CS STARS Table of Contents 1. Project Scoptt and DeIIYerables ..................................................................................................3 A. Required Meeting. ...... ................ ...................................... ..................3 B. Advanced Feature Setup and Unlvenlal Solutions .......................4 C. Initial Training ......................................................................................4 D. Projec:t Management............. ...... ........................................................5 2. Maintenance Services and Support ............................................................................................. 6 A. Soflwant Product Ucen... and MBlnteR8nC8 ...............................6 B. Advanced Featu.... and Universal SoIutIona.................................6 3. Pricing and Invoice Schedule ...................................................................................................... 7 4. Statement of Work Approval.. ................. ...... ...... ..... ......... ................. ................... ................. ...... 7 Interview Entry Appendix .. ......... ..................... ............ ...... ............................... ...... .............. .............. 8 Pege 2of12 l_ CS STARS Statement of Work #3 for STARS 1M Software ThIs Statement of Work #3 ("Statement of Wor1<') descrbs services to be pel'fl.ll I ,...d by CS STARS LLC ("CS STARS") b" Coller County Board of CommissIOl'lllI'S ("ClIent"). ThIs Slalement of Work Is subject to a111he teIms and condllicns of the Software License and Servioes ~ enlIIlred into by 1he psrties on November 24,2008 (the 'Agreement'). This Statement of Wor1< is effective on November 24, 2008 (1he .SCfoN ". 3 EtrecIlve Dele") and will remain In effect through November 23. 2011 unless terminatsd sooner in accordance with the Agreement. Any capitalized terms not defined In this SIal8ment 01 Wor1< shill haw the same definitions as set forth in 1he ,Ageement 1. Project Scope and DelMIrIbIM: Identifiable dellverables Included In this Statement of Work 2. MaIntenance Semces and Support: Ongoing software maintenance and related support 3. Price and Payment SGhedule: Cost breekout for project products and ongoing service. 4. Statement of Work Approval 5. Appendlcn and Additional ApP"OYIII.: Additional details that apply to Information contalned in this Statement of Work 1, Project Scope and Deliverables The bllaNing describea ..initial Services to be perbmed by CS STARS Ln:Jer this Statement of Work. Any services or dellverables not specIIIed In What's Included in this DelIverable ooIlm' are llXPI'88s1y exduded from this Statement of Work.. A. Requhd MeetIIlglt r---- .. u_____..._._______. - i t':-~r..-b-:~ I Working Meeting. Meetings to gather Information I ! !W1d review progress throughout 1he project. . VIa Conf8Ienc:e Call. Acluallr8Ve1 costs wf' ; be blI1ed as Inamed. i ._~~tlI~. ._.. _ ' . 1 onslte project meetlng for 1 day each for ; 2 project team members. Travel costs for I up to $750 per person per ~ are Included i and additional travel will be blIled as Incurred. On04lte Aa.lstance with U..r Acceptance T..tlng.__ ..._ WebEx meeting to guide and assist alent with User . Acceptance Testing of system. : . UA T wfU be performed via WebEx. Actua1 travel costs wt. be biled as incurred. .-.- - .._._-~ -- j f'II9o 3 of S Agenda Item No. 16E21 October 28. 2008 Page 43 of 59 I I I L B. AdV8nced F88I1n Setup ... UI'IIv8nNII SoIulIorw CS STARS This section describes implemenIalIon -w-19Iated to lhe conII;unIlIon of the following sotlwIn features. These ere feakmJslhat ere InclUded In lhe SoltwIn but require eddtIan8I conftguraIIon arne. ~.._... ...____....___._____.___......... - -..-.....-.-------- ---------..... -.---.-. P' ...__._ ! Check , Configuration of check printing i . ! WrItIngIPrlntlng ! module and check IemplaI8(s) : . i : which whllow Client 10 pri'It i ! checks fram the STARS'" i sotIwere. Client will be ! requlreclto get the check ! I8mpIal8 appl'OV8d by Its : ; banking Ir8IItuIIan prior to UI8 ! --.i of such t8rJllIale ~~.~~11I:_.j ! CS STARS wll can1lgure I . I~ EnlIy In STARS1IlI i Enterprise after ccnsullation !. wllh Client em bBsecI on . specllic8llOl1l mutually agreed to by the paI1les. Inl~ Entry Conflgul1Illon . Generic Lookup i Configuration ConfigunItion or standard lookup functionality In STARS"" andlOl'STARS11l Web. C. .,.. Training j I TralnoChe-tnllner 1 I I I ! LIve ins1rUclDr led II"8Inlng far one 01' more Client lrainer& charged wllh I8achIng STARS1IlI to the broad Client user base. SeIup of one bank account ConIIgundlon of one chec:k template based on SlI/11lIe provided by Client. _____..__.....J 1 fom1 and 5 paths are Included. Up to 150 I toI8I questions are Included. Up 10 1 review roles are included ! Additional terms and conditions applicable I to lhe Agreement and Sample InI8k8 forms I are provided illnterview Entry Appendix. : ~ .,-. --, -- ---_.. -"'-" -.... "'- --- .- _.~ " Data must feed In separately II' Use In STARS.... and STARSTII Web. . 1 lookup required ! . _ .! a~ deployed on. ~.__. __ 1 days (8 hours maximum per day) or onsIte lr8in-lhe-trainer Instruction led training for up 10 15 Client designated trainers via WebEx or at a CS STARS traInlng facility. . Configuration of standaTdlniinlng materials I F>ag.4Cl18 Agenda Item No. 16E21 October 28,2008 Page 44 of 59 CS STARS D. Project .....l8I't : Project Management The Project Manegernent InstIlul8.s (PMI) best practices . fer ITlIIl'l8gIng prcjeclll via 1he cs : STARSProlll me1hodoIogy. . Project lIChedule IndlcaIIng estim8t8cI projBcl ~ I~, aflical paths .-ld sI8ck . Project slaIus repcr1s and CIIIIs. to cIscuss IIdMIies compIetecI. lICtivities scheduled an:llssues . ImpIementa1ion support from the CS STARS Project Management 0fIice (PMO) ...._ -1 . CS STARS will provtde Client wilh project deIvwable for User Acceptance Testing IIJ1d will provide Client guldance on lhe testing process. Client U.... Client User Acceptance Testing AcceptancI T ..tlng Is required for apprtMIl of an I dellverables oullined In 1he . Project Scope end Deliv8r8b1ea I section. If Client does not I provlde CS STARS with I feedb8c:k. the dtllYerable wAl be deemed scx:epted thirty (30) I days after delive1y. .1 _._ __ _ _ _. _. __ .. ....... _...J AddIlionaI details regarding project approlllCh end responsibilities can be found in the Project Msn8gernent Appendix. P8ge5ol8 Agenda Item No. 16E21 October 28,2008 Page 45 of 59 I I L Agenda Item No. 16E21 October 28, 2008 Page 46 of 59 CS STARS 2. Maintenance Services and Support The following describes the seN1c8s Included for the ongoing maintenance of IhIs accounL CS STARS will license the foIlowW1g software to Client In accordance the terms and condilIcns of the I\grMment A. SaIlwIn Procb:t I.Ic:er8s end Malnl81llU1C8 j il STARS'" Em.rprIH Claims ![. 50 UI8 U... icIn8es j and Risk .. _1 . ~_ ..VersIon ~~ O! STARS'llIl ~ Edlllon B. Adv8nced F8IIb.ns and Untwr.I SoIuIIana This sectIcn prcvtdes details about advanced syn,m fe8lln8 Included In this Sta18ment of Work. Maintet 181m S8vIces related to Advanced Features and , Unlv8rsal Solullona Included In attached Project Sccpe and , Dellverables section wtll be applied against the Client Support Hours. If set Client Support Hours are depleted, additional Client Support Hours will be charged 88 incun1ld. Advanced Featu,.. Used: Check WrltlngIPrinling Interview Entry Generic Lookup MaIntenance HrVIceI related to Advanced FeetI.reI will be applied 8QU1111 the Client Support Hours. If set Client Support Hours are depleted, IIdcItionaJ Client Support Hours will be chErged as Incurred. Unl.,.,...1 Solutions Used: ! Contact Import : MlIilt8nance 1eMce8 related to Unlvllnlel SolutIons wll be J~~~~~~ PlIge 6d8 I Agenda Item No. 16E21 October 28, 2008 Page 47 of 59 l. CS STARS 3. Pricing and Invoice Schedule See Rnancial Appendix for additional billing details. Fees do not include applicable taxes. All fees are subject to U.S. State Sales Tax, where applicable. l:",1F'" Jl=~F" J:::.34 nO JL o;"en~~~ ![ Y... 2 F"'j~ F:-_J :::~33oou jl'..-: en ~:_24,~ :IY"'~F'" i~~F".. l:::~=u t _enN_24,2010 4. Statement of Work Approval This offer win expire on November 23, 2008. IN WITNESS WHEREOF, the undersigned have duly exea.rted this Statement of WOr1(, or have caused this Statement of Wort< to be duly executed on their behalf as of the SOW #3 Effective Date. Collier County Board of Commissioners CS STARS U.C Name Name Signature Signature Title Title Date DAf ATTBS'f DWIIIrrB. .._ .A,ppfOYlclu to form & legal suftici4mey IfJftl BY: Alllatut Coaly Attorn., Page 7 ct12 I L Agenda Item No. 16E21 October 28, 2008 Page 48 of 59 CS STARS Interview Enby Appendix Include sample forms that are used as the basis for the scope of the interview entry configuration deIlverable. Please note that any changes may impact project scope and fees. Initialed: Client CS STARS Pege8al8 I CS STARS Agenda Item No. 16E21 October 28,2008 Page 49 of 59 t CONFIDENTIAL SOFTWARE LICENSE AND SERVICES AGREEMENT This SOFTWARE LICENSE AND SERVICES AGREEMENT (this "Agreement') is entered into as of November 24, 2008 (the "Effectille Dflte'') by and between CS STARS LLC, a Delaware limited liability company with offices at SOO West Monroe Street, Chicago, lllinois 60661 ("Licensor"), and Collier County Board of County Commissioners at 3301 E Tamiami Trail, Building D, Naples, Florida 34112 ("Client"). In consideration ofthe mutual agreements contained herein and intending to be legally bound hereby, Licensor and Client hereby agree to all of the following terms and conditions. 1. DefmitioDl. (a) "Affiliate" shall mean, with respect to a party, its parent company and subsidiaries and/or controlled corporations or entities which are directly or indirectly controlled (through ownership of more than fifty percent (50%) of the voting stock or rights, by control ofa majority oftbe directors of the corporation, by contract or arrangement, or otherwise) by a party. (b) "Client Data" shall mean the data provided or inputted by or on behalf of Client, including personally identifiable infonnation, for use with the Licensed Software, excluding any Confidential Information of Licensor. (e) "Confidential Information" shall mean, subject to Chapter 119, Florida Statutes, also known as the Public Records Law, collectively, this Agreement, as well as all confidential and proprietary information of a party, including, without limitation, regarding a party's business plans and strategies; products and technology; software, source code and object code; clients or prospective clients; data models; inventions, developments, formulae and processes; know-how, show-how, discoveries, improvements, works of authorship, concepts, mask works, and ideas, or expressions thereof, whether or not subject to patents, copyright, trademark, trade secret protection or other intellectual property right protection (in the United States or elsewhere); and whether or not stored, compiled or memorialized physically, electronically, graphically, photographically or in writing. Client Data shall be considered Confidential Information of the Client. (d) "Custom Software" shall mean specifically modified versions or modules of the Software created by Licensor pw-suant to a signed Statement of Work, Services Addendum or other written agreement between the parties. (e) "Documentation" shall mean, in printed or electronic form, each of the manuals, user guides, technical specification documents and other instmctional and reference materials generally distributed by Licensor regarding the Software or distributed by Licensor to Client regarding the Custom Software, all as updated and redistributed by Licensor from time to time. (I) "Fees" shall mean the applicable license, implementation, conversion, customization, consulting, maintenance, support and services fees payable pursuant to this Agreement, including as set forth in the Compensation Summary and the Billing Schedule in any Statement of Work. (g) "Licensed Software" shall mean the Software, Upgrades and Custom Software. (h) "Licensed Technology" shall mean the Licensed Software and Documentation. (i) "Proprietary Rights" shall mean all copyright, patent, trademark, trade secret and other intellectual property and proprietary rights. (j) "Restricted Entity" shall mean any individual, partnership, limited liability company, corporation, joint venture, trust, association or other entity owned or controlled by, or acting as an agent for, any person or entity with whom a U.S. citizen. national, or company organized under the laws of or operating in any state or territory of the U. S. is prohibited from engaging in any transactions by U.S. laws, including without limitation, a person on the Specially Designated Nationals List published by the United States Department of the Treaswy's Office of Foreign Assets Control ("OF AC''), or any other person or entity with whom or which transactions are prohibited by OF AC regulations. (k) "Seat" shall mean an individual (including an employee or agent of a Service Provider) using or accessing the Licensed Software. FORM cs STARS SOFiWARE UCENSE AND SERVICES AGREEMENT. NON.TRANSACI10NAL TEMPLATE VcmOll: February 7, 2008 I L ~ (I) "Service Provider" shall mean a third- party service provider of Client's or ofits Affiliate(s) that provides services on behalf of and for Client or its Affiliate(s) (and not as a service bureau). . (m) "Services" shall mean the implementation, support, maintenance, programming and other services specified in any Statement(s) of Work, work orders or services addenda, or otherwise provided by Licensor pursuant to this Agreement. (D) "Software" shall mean the object code version of the software products set forth in the deliverables section of any applicable Statement of Work hereto and made available to Client under this Agreement by Licensor. (0) "Statement of Work" shall mean any statement of work entered into and mutually approved by the parties pursuant to this Agreement from time to time and attached hereto in Exhibit A. (P) "Upgrades" shall mean all updates, new versions, modifications and subsequent releases of the Software. Upgrades shall not include new or different applications, platfonns or editions which are not extensions to or replacements for the Licensed Software, but which may use some or all of the code from the Licensed Software. 2. License Grant and Restrictions. (a) Uc:ense. Subject to all the terms and conditions of this Agreement, Licensor hereby grants to Client, for the term of this Agreement, a non- exclusive, non-transferable, non-assignable, non- sublicensable, limited license for Client and its Affiliates (subject to Sections 2(d) and (e)) to access, display and use the Licensed Technology solely for the internal business purposes of Client and its Affiliates and to manage infonnation relating only to Client and its Affiliates, but not any third parties, and not for any other purpose or in any other manner. (b) LiceDse Restrictions. Nothing in this Agreement shall be construed as a grant to Client of any right to, and Client shall not, and shall not permit any third party to: (i) reproduce any of the Licensed Technology or any portion thereof, (provided, that Client shall be permitted to make a reasonable number of copies of the Documentation and any locally-hosted Licensed Software for its internal training, testing and backup purposes); (ii) distribute, disclose or allow use of any of the Licensed Technology, or any portion thereof, in any format, through any timesharing Agenda Item No. 16E21 October 28, 2008 Page 50 of 59 CONFIDENTIAL service, sCrvlce bureau, network or by any other means. to or by any third party; (ill) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algoritluns of the Licensed Technology in any manner; (iv) create derivative works from, modify or alter any of the Licensed Technology in any manner whatsoever; (v) use the Licensed Software or any component thereof (excluding Client Data) to construct a database of any kind or to improve the quality of any data sold or contributed by Client to any third party; (vi) store the Licensed Software (excluding Client Data), in its entirety or in any part in databases for access by Client or any third party; (vii) distribute any database systems containing data (excluding Client Data) obtained from the Licensed Software; (viii) create Internet "links" to or from the Licensed Software or "frame" or "mirror" any of Licensor's content which forms part of the Licensed Software; (ix) use or access the Licensed Technology in a manner, or act otherwise in any manner, that could damage, disable, overburden. or impair any Licensor servers or the networks connected to any Licensor server; (x) interfere with any third party's use and enjoyment of the Licensed Technology; or (xi) attempt to gain unauthorized access to the Licensed Technology, accounts, computer systems, or networks connected to any Licensor server through backing, password mining, or any other means. (c) Seats. The number of permitted Seats shall be as set forth in the Statement of Work. Client acknowledges and agrees that each Seat shall access and use the Licensed Technology through a unique and reasonably secure usemame/user identification and password. Except Client's and its Affiliates' system administrators where reasonably necessary for administrative or security purposes, no Seat may use the usemameluser identification or password of any other Seat. (d) Third Party Access. Subject to Section 2(e), Client shall also have the right for Client and Affiliates to permit its Service Providers to access, display and use the Licensed Technology solely for the benefit of Client and its Aff1Jiates, and in accordance with the terms and conditions of this Agreement, provided that: (i) except as otherwise expressly agreed by Licensor in writing, no such Service Provider is engaged in, or is an affiliate or 2 subsidiary of any person or entity engaged in, the claims, compliance or risk management software business; (ii) Client shall provide thirty (30) days' advance written notice of such Service Provider to Licensor and Licensor does not object to such Service Provider within fifteen (15) days of Licensor's receipt of such notice from Client; and (iii) no Service Provider shall have any right to access, display or use the Licensed Technology unless the Service Provider has agreed in writing in advance: (1) to be bound by at least the same restrictions with respect to the Licensed Technology as the Client, and (2) to use, access and display the Licensed Technology solely for the benefit of the Client or Client's Affiliates and as necessary to perfonn the Service Provider's authorized duties for or on behalf of Client or its Affiliates. (e) Affiliates, Service Providen; Generally. Client acknowledges and agrees that: (i) those of Client's Affiliates who will be using, accessing or displaying the Licensed Technology shall be set forth on Schedule 2(e)(i), as amended from time to time, of this Agreement. Client shall provide an updated list of such Affiliates to Licensor semi- annually if there are any changes or additions to such list of Client's Affiliates; (ii) any rights granted hereunder with respect to the Licensed Technology to any of Client's Affiliates and Service Providers shall expire or terminate immediately upon the expiration or termination of the Agreement in accordance with its terms; (iii) all access and use of the Licensed Technology by Client's Affiliates and Service Providers shall be subject to all of the terms and conditions of this Agreement; and Client shall be fully responsible for (1) ensuring the compliance of all such Client's Affiliates and Service Providers with the terms and conditions of this Agreement; and (2) all violations of the tenns or conditions of this Agreement by Client's Affiliates and Service Providers. Agenda Item No. 16E21 October 28, 2008 Page 51 of 59 I CONFIDENTIAL (f) Proprietary Rights. As between Client and Licensor, Client acknowledges that Licensor is the exclusive owner of all right, title and interest in and to all Licensed Technology and all Proprietary Rights related thereto, regardless of any participation or collaboration by Client in the design, development or implementation of any such Licensed Technology. No title or ownership of Proprietary Rights in and to the Licensed Technology, or any component thereof, is transferred to Client, its Affiliates or any third parties hereunder. To the extent that any such Proprietary Rights do not otherwise vest in Licensor or its licensors, Client hereby agrees to promptly assign such Proprietary Rights to Licensor or its licensors; and to do all other acts reasonably necessary to perfect Licensor's or its licensors' ownership thereof, without additional consideration of any kind. (g) Notices of Infringement; Assistance. In the event Client discovers or is notified of an actual or suspected infringement or misappropriation of the rights of Licensor or its licensors in or to the Licensed Technology, or any component thereof, or any unauthorized disclosure of, access to, or use oftbe Licensed Technology (each, an "Infringement"), Client shall: (i) immediately notify Licensor of such known or suspected Infringement; and (ii) tenninate such Infringement if and to the extent within Client's or its Afflliates' control. (b) Proprietary Notices. Client shall not remove any copyright, patent, trademark or other proprietary or restrictive notice or legend contained in any of the Licensed Technology, and Client shall reproduce all such notices and legends on all copies of the Licensed Technology that are permitted to be made hereunder. Client further agrees to reasonably cooperate with and assist Licensor (at Licensor's sole expense) in protecting, enforcing and defending Licensor's rights in and to the Licensed Technology. (i) CHent Obligations. In furtherance of the foregoing, Client shall: (i) provide Licensor with reasonable access to Client's premises as appropriate to enable Licensor to perform its obligations hereunder; (ii) provide adequate resources to participate in or facilitate the performance of the Services; (iii) timely participate in meetings relating to the Services; (iv) assign personnel with relevant training and experience to work in consultation with Licensor, if applicable; (v) provide the equipment and software (including obtaining any third party software licenses) required to operate the Licensed Software in 3 I L accordance with, and to otherwise comply with, the hardware/software specifications for the Licensed Software; (vi) safeguard the user ID's, passwords and other security data. methods and devices furnished to Client in connection with the Licensed Software and prevent unauthorized access to or use of the Licensed Software; (vii) be responsible for all maintenance of Client networks, equipment and system security required or appropriate in connection with the Licensed Software; (viii) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Client Data; (ix) transmit Client Data in an encrypted format, to be mutually agreed by the parties, if Client Data is transmitted by electronic transfer or sent in physical media by or on behalf of Client; and (x) take such other actions as are required of Client pw-suant to this Agreement, including without limitation, any Statement of Work. a> Client Warranty - Client DatL The parties acknowledge and agree that during the tenn of this Agreement Client, its Affiliates, the Service Providers or other third parties may disclose certain Client Data, including personally identifiable data regarding employees or other individuals, to Licensor for the benefit of Client or its Affiliates. Client represents and warrants to Licensor that: (i) Client its Affiliates, the Service Providers, and such other third parties are authorized to disclose the Client Data to Licensor for use pursuant to this Agreement; (ii) such disclosure does not and shall not violate applicable law or, if applicable, Client's or its Affiliates' agreements with or privacy notices to individuals with respect to whom the Client Data relates; and (Hi) Client shall not request Licensor to use, disclose or otherwise process Client Data in any manner that would not be permissible under applicable law or, if applicable, Client's or its Affiliates' agreements with or privacy notices to individuals with respect to whom the Client Data relates, if done by Client. (k) Non-Licensor Events. Client acknowledges and agrees that Licensor shall not be responsible or liable for any delay or failure in its perfonnance of any duties or obligations pursuant to this Agreement, including, without limitation, under any Statement of Work or schedule hereunder, if such delays or failures result or arise from any Non- Licensor Events. "Non-Licensor Events" shall mean, collectively: any (i) act or omission of Client, its Affiliates or the Service Providers, including without limitation, any delays by Client in its performance or Agenda Item No. 16E21 October 28, 2008 Page 52 of 59 CONFIDE!IITlAL cooperation with respect to the obligations set forth in Section 2(i) or any Statement of Work; (ii) failures of Client's or third party equipment or software (other than the Licensed Software); or (ill) Force Majeure Event (as defined below). 3. Services. During the term of this Agreement, Licensor shall perform the Services in accordance with this Agreement, including without limitation, the Statement(s) of Work. 4. Fees and PavmeDtB. (a) Fees. Client shall pay to Licensor the Fees in accordance with the Compensation Summary included in any Statement of Work or as otherwise agreed in writing by the parties. Fees for additional services or expenses, if any, will be invoiced monthly as incurred, after execution by the parties of a written change order to the applicable Statement of Work. (b) Expenses. Client shall reimburse Licensor for all reasonable, documented out of pocket travel, lodging, meal and other expenses reasonably incurred by Licensor in the course of performing the Services. Travel expenses shall be reimbw-sed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage: Breakfast: Lunch: Dinner: Airfare: Rental car: $ .445 per mile $6.00 $11.00 $19.00 Actual ticket cost Actual rental cost of midsize or smaller car Actual cost of reasonable lodging at single occupancy rate Actual cost of parking Lodging: Parking: Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursables will be paid only after Licensor has provided all receipts. Licensor shall be responsible for all other costs and expenses associated 4 with activities and solicitations undertaken pursuant to this Agreement. (c) Taxes. Client shall be liable for any taxes (including but not limited to federal manufacturers' and retailers' excise, state and local sales and use taxes and personal property taxes), public charges, tariffs, , and ~xport and import duties, however designated, and any mterest and penalties thereon, arising under this Agreement, other than taxes based on Licensor's ~come. Any taxes assessable on Client's copy of the Licensed Software on or after its delivery to Client shall also be borne by Client. AIl such taxes from which Client is not legally exempt shall be included in amounts invoiced to Client. Client warrants that Cli~ is sales tax exempt pursuant to Chapter 212, Flonda Statutes. Client will provide Licensor with a copy of Client's current certificate of tax exempt status during the term of this Agreement. (d) Payments. All Fees under this Agreement shall be payable by Client pursuant to and in accordance with the Billing Schedule set forth in the Compensation Swnmary described in any Statement of Work or as otherwise agreed by the parties, and shall be due in accordance with Section 218.70 l Florida Statutes, also known as the "Local Government Prompt Payment Act". Payments remitted after forty-five (45) days shall bear interest in accordance with Section 218.70, Florida Statutes, also known as the "Local Government Prompt Payment Act". Except as provided in Sections 6(b) and 8(a), all Fees paid hereunder are non-refundable. If Client does not pay an invoice by the later of seventy-five (75) days after its due date or fifteen (15) days after notice that Licensor intends to terminate this Agreement for nonpayment, then this Agreement and all of Client's rights hereunder will terminate without further notice. 5. Confidentiality. (a> Confidential Information. Each party acknowledges and agrees that during the term of this Agreement it may be furnished with or otherwise have access to Confidential Information of the other party. The party that has received Confidential Information (the Receiving Party), in fulfilling its obligations under this Sectien 5, shall exercise the same degree of care and protection with respect to the Confidential Information of the party that has disclesed Confidential Informatian t.o the Receiving Party (the Agenda Item No. 16E21 October 28, 2008 Page 53 of 59 CONFIDENTIAL I Disclosing Party) that it exercises with respect ta its awn Canfidential Infarmation, but in no event shall the Receiving Party exercise less than a reasonable standard af~. The Receiving Party shall .only use, access and disclase Canfidential Infonnation as necessary to fulfill its .obligations under this Agreement, including any Statement of Work, .or in exercise of its rights expressly granted hereunder. ~eceiving Party shall not directly or indirectly dIsclose, sell, copy, distribute, republish, create . derivative works from, demonstrate or allow any third party to have access ta any .of Disclasing Party's Cenfidential Information; provided, however, that: (i)(1) Receiving Party may disclase the Disclesing Party's Confidential Informati.on t.o its Affiliates who have a need to know, and (2) Licensor shall have a right t.o disclase Client's Canfidential Informatian to Client's Affiliates and Service Providers, and Licensor's employees and ather agents; and (ii) all use of the Disclosing Party's Canfidential Information shall be subject to all the restrictions set farth in this Agreement. This Section 5(a) is subject ta Chapter 119, also known as the Public Records Law. (b) Exclusions. The following information shall nct be considered Confidential Infarmati.on subject to this Section 5: (i) information that is publicly available or later becomes available other than through a breach of this Agreement; (ii) information that is known to the Receiving Party .or its employees, agents or representatives prior to such discl.osure or is independently devel.oped by the Receiving Party or its employees, agents or representatives subsequent to such discloswe; or (iii) informatien that is subsequently lawfully obtained by the Receiving Party or its empleyees, agents .or representatives fr.om a third party without obligatiens .of confidentiality. If the Receiving Party is required by law ta disclose any portian of the Disclcsing Party's Confidential Information, including, without limitation, pursuant tc the terms of a subpoena, court .order .or otherwise by applicable law, Receiving Party shall give prier timely notice .of such disclosure to Disclosing Party to permit Disclasing Party to seek a pr.otective or similar .order, and, absent the entry of such an order, Receiving Party shall disclase only such C.onfidential Information as is necessary to be disclosed in response ta such subpoena, court order or other similar document. This Section 5(b) is subject to Chapter 119, also known as the Public Records Law. 5 I L I (c) SurvivaL The obligations set forth in this Section 5 shall expire two (2) years after termination or expiration of this Agreement; provided, however. that the confidentiality obligations for Confidential Information constituting trade secrets (as determined under applicable law) shall survive the termination or expiration of this Agreement for as long as such Confidential InfollI1ation remains a trade secret. This Section S(c) is subject to Chapter 119, also known as the Public Records Law. 6. Term aDd TermioatioD: Mieration. (a) Term. 'This Agreement shall corwnence upon the Effective Date and remain in effect for an initial term of three (3) years (the "Initial Term"). unless tenninated sooner in accordance with this Section 6. This Agreement may be renewed for one (1) additional two (2) year period (a "Renewal Term"). upon mutual agreement by the parties in writing; provided. however, that Client: (i) is not in breach of this Agreement and is current on all amounts due Licensor under this Agreement; (il) gives Licensor written notice of Client' s intention to renew at least ninety (90) days prior to the expiration of the Initial Term; and (ill) acknowledges and agrees that: (1) such Renewal Term will be at Licensor's then- current rates and Client will also be responsible for all Fees and expenses associated with any additional Services agreed upon between the parties at Licensor's then- current rates; (2) the Licensed Software available to Client and supported by Licensor during the Renewal Tenn may be a different version or release than as available and supported during the Initial Tenn. (b) TermioadOD. This Agreement may be terminated by: (i) Licensor pursuant to Section 4(d) or Section 8(a); or (ii) either party if the other party breaches any material tenn and fails to cure such breach within thirty (30) days after receipt of written notice thereof. If Client tenninates the Agreement for Licensor's breach in accordance with this Section 6(b), Licensor shall refund to Client, within forty-five (45) days of the effective date of such termination, any prepaid but UDearned Fees paid to Licensor in advance by Client. Agenda Item No. 16E21 October 28,2008 Page 54 of 59 CONFIDENTIAL (c) EveDts UpoD Expiration, Termination. Upon the expiration or termination of this Agreement for any reason. Client shall: (i) promptly cease all use of the Licensed Technology; (ii) promptly discontinue providing access to and remove aU links to the Licensed Technology; (Hi) within ten (10) business days after expiration or earlier termination of this Agreement, return to Licensor, or upon Licensor's request. destroy, all copies of the Licensed Technology in Client's, its Affiliates and the Service Providers' possession or control; and (iv) certify within fifteen (IS) business days to Licensor in writing that it has done all of the foregoing after expiration or earlier tennination of this Agreement. Upon any expiration or termination of this Agreement, Licensor shall invoice Client for all accrued Fees, including, without limitation, the amount of any implementation and migration fees earned by the Licensor as specified in the Statement of Work, and all reimbursable expenses, and Client shall pay the invoiced amounts, including from previously issued invoices, in accordance with Section 218.70, Florida Statutes, also known as the "Local Govenunent Prompt Payment Act". (d) Migration. During the tenn of this Agreement, Licensor may design and put into production a new version of the Software, including which operates on another platform, with respect to each type of Software listed in the relevant Statement(s) of Work, ''New Software") that is intended to replace the then-current version of the Software. Client acknowledges and agrees that during the teon of this Agreement Client shall negotiate in good faith with Licensor with respect to any proposal made by Licensor relating to migration of the Client to the New Software. (e) SurvivaL Except as otherwise set forth herein, in the event of termination of this Agreement for any reason, the provisions of Sections 2(t).(j}. 5. 6(c), 7(e),(t), 8, 9, 10, II, 13 and 14, as well as all payment obligations, shall survive. 7. Limited Warranties aDd Disclaimer. (a) Software WarraDty. Licensor warrants that the Licensed Software will perform in all material respects in accordance with the Documentation when used in accordance with the tenns of this Agreement on the hardware and with the third-party software specified by Licensor from time to time. Client's sole remedy for any breach by Licensor of the warranty 6 provided in this Section 7(8) shall be replacement of the nonconforming Licensed Software, at Licensor's sole expense, as described herein. If Client discovers that any Licensed Software fails to confonn to the warranty provided in this Section 7(a), Client shall give Licensor written notice of such nonconformity within thirty (30) days after delivery of the Licensed Software or component thereof to Client and promptly after such discovery (and, in no event later than five (5) business days after expiration of the Warranty Period (as defined below). Licensor shall deliver to Client replacement Licensed Software, a work-around and/or an errorlbug fix as may be necessary to correct the nonconformity. In the event that Client gives Licensor notice of an apparent nonconformity that Licensor reasonably determines is not due to any fault or failure of the Licensed Software to confonn to the warranty provided herein, all time spent by Licensor resulting in such determination. including time spent attempting to correct the problem, shall be charged against Client's client service hours, or, if client service hours have been exhausted, charged to Client at Licensor's then current hourly rate for such services. (b) Services. Licensor represents and warrants that the Services shall be performed in a professional and commercially reasonable manner consistent with the standard of care exercised by Licensor in performing similar services for other clients. Client's sole remedy for breach of this warranty shall be re-perfonnance of the nonconforming Services, provided that Licensor must have received written notice of the nonconformity from Client within a reasonable period of time after discovery of the nonconforming Services by Client (but in no event later than one (I) year after the original performance of the Services by Licensor.) (e) Software Virus. Licensor warrants that, to the best of Licensor's knowledge, prior to its delivery to Client, the Licensed Software docs not contain any programming devices (e.g., viruses, key locks, back doors, trap doors, etc.) which would: (i) disrupt the use of the Licensed Software or any system, equipment or software to which Client's networks are interfaced or connected; or (ii) destroy or damage data or make data inaccessible or delayed, except for file and purge routines necessary to the routine maintenance of the Licensed Software (collectively, "Disabling Code"). Licensor will use reasonable practices and security procedures necessary to avoid insertion of Disabling Code prior to the delivery of the Agenda Item No. 16E21 October 28,2008 Page 55 of 59 I CoNFIDENTIAL Licensed Software to Client and, as Client's sole remedy, shall remove any such Disabling Code so inserted, at Licensor's cost and expense. (d) Authority. Each party represents and warrants that it has full power and authority to enter into this Agreement and grant the rights granted herein. (e) Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY STATED IN TIllS AGREEMENT, LICENSOR MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY OR SERVICES, INCLUDING QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRlNGEMENT. NO LICENSOR AGENT OR EMPLOYEE IS AunIORIZED TO MAKE ANY EXPANSION, MODIFICATION OR ADDmON TO TIllS LIMITATION AND EXCLUSION OF WARRANTIES IN TInS AGREEMENT. Licensor shall not be responsible for: (i) any non-conformities of the Licensed Software with Documentation. omissions, delays, inaccuracies or any other failure caused by Client's, its Affiliates' or any Service Providers' computer systems, hardware or software (other than the Licensed Software), including by interfaces with such third party software, or any inaccuracies that such systems may cause within the Licensed Software; (ii) any inaccuracies in or failures of the Licensed Software to conform to the Documentation arising out of the use of a version or release of the Licensed Software other than the most recent version or release provided to Client by Licensor; (iii) any data that Licensor receives from Client or third party sources, including its PPOs, and including the data's accuracy or completeness, or Client's claim handling decisions; or (iv) the Licensed Software to the extent it is modified by anyone other than Licensor. To the extent the Licensed Software utilizes Internet systems to transmit data or communications, Licensor disclaims any liability for interception of any such data or communications, including of encrypted data. Client agrees that Licensor shall have no responsibility or liability for any damages arising in connection with access to or use of the Licensed Technology by Client, its Affiliates or Service Providers other than as authorized by this Agreement. Licensor is also not responsible for the reliability or continued availability 7 I L of the telephone Iines and equipment used to access the Licensed Software. (f) Third-Party Websites. The content of third party Websites, systems, products or advertisements that may be linked to the Licensed Software are not maintained or controlled by Licensor. Licensor is not responsible for the availability, content or accuracy of third party Websites, systems or goods that may be linked to, or advertised on, the Licensed Software. Licensor does not: (i) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Licensed Software; (ii) guarantee the accuracy, completeness, usefulness or adequacy of any other Websites, systems, products or advertisements that may be linked to or referenced in the Licensed Software; or (Ui) make any endorsement, express or implied, of any other Web sites, systems, products or advertisements that may be linked to or referenced in the Licensed Software. (g) Warranty Period. The representations and warranties contained in this Section 7 shall be in force, as to each version or release of the Software, for a period of one (1) year after it is first delivered or otherwise made available to Client by Licensor (the "Warranty Period"). 8. Indemnification bv Licensor. (a) Indemnification. Licensor agrees to indemnify, defend, settle, or pay any claim or action against Client, its Affiliates, and their officers, directors, members, managers, shareholders, and employees for infringement of any U.S. patent or copyright arising from Client's use in accordance with this Agreement of the Licensed Software. If the Licensed Software or any part of the Licensed Software is held to infringe and the use thereof is enjoined.or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Licensor shall, at its own expense and as Client's sole remedy therefore, either: (i) procure for Client the right to continue to use the Licensed Software; or (ii) modify the Licensed Software to make it non-infringing, provided that such modification does not materially adversely affect Client's authorized use of the Licensed Software; or (iii) replace the Licensed Software with a functionally equivalent non-infringing program at no additional charge to Client; or (iv) if none of the foregoing alternatives is reasonably available to Licensor, terminate this Agreement and refund to Client any Agenda Item No. 16E21 October 28, 2008 Page 56 of 59 CONFIDENTIAL prepaid but W1eamed Fees paid to Licensor in advance by Client prior to the effective date of the termination. (b) Exclusions. Licensor's indemnification obligations under Section 8(a) shall not apply where the claim is based in whole or in part on: (i) modifications to the Licensed Software or any component thereof made by anyone other than Licensor; (ii) use of any Licensed Software in combination with a product not supplied by Licensor; (iii) use of any Licensed Software other than in accordance with this Agreement or the Documentation; or (iv) use of a version of the Licensed Software other than the most recent version or release provided to Client by Licensor. (c) Conduct. Licensor shall have the sole right to conduct the defense of any such infringement claim or action and all negotiations for its settlement or compromise, and to settle or compromise any such claim. Client agrees to cooperate and ensure that its Affiliates cooperate with Licensor in doing so. Client agrees to give Licensor prompt written notice, in no case longer than within seven (7) days of receipt or discovery, of any threat, warning, or notice of any such claim or action, with copies of any and all documents Client, its Affiliates or Service Providers may receive relating thereto. 9. Indemnification bv CHent. Subject to Section 768.28, Florida Statutes, pursuant to authority in Article 10, Section 13, Florida Constitution (1968), Client agrees to indemnify, defend and hold harmless Licensor, its Affiliates, and all their officers, directors, members, managers, shareholders, employees and other agents for and against any damage, cost, liability, expense, claim, suit, action or other proceeding, to the extent based on or arising in connection with any breach of this Agreement by Client, its Affiliates or the Service Providers. 10. Limitation of Liabilitv. (a) Disclaimer. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION wrm TInS AGREEMENT FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY ACTION ARISING FROM OR RELATED TO TIllS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, INTENDED CONDUCT OR OTIlERWISE, INCLUDING WITHOUT 8 LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME, GOODWILL OR REVENUE, COSTS INCURRED AS A RESULT OF DECISIONS MADE IN RELIANCE ON TIIE LICENSED TECHNOLOGY, LOSS OF USE OF THE LICENSED TECHNOLOGY OR ANY OTIIER SOFTWARE OR OTHER PROPERTY, LOSS OF DATA, THE COSTS OF RECOVERING OR RECONSTRUCTING SUCH DATA OR THE COST OF SUBSTITIITE SOFIW ARE, SERVICES OR DATA, OR FOR CLAIMS BY THIRD PARTIES, EVEN IF ADVISED OF THE POSSIBll..ITY OF SUCH DAMAGES. (b) Limitation of LiabDity. UNDER NO CIRCUMSTANCES SHALL LICENSOR'S AGGREGATE MAXIMUM LIABILITY UNDER OR IN CONNECTION WITH TIllS AGREEMENT EXCEED THE PAYMENTS ACTUALLY MADE TO LICENSOR HEREUNDER DURING THE TWEL VB (12) MONnlS PRECEDING THE DATE ON WHICH ANY CLAIM IS MADE AGAINST LICENSOR. 11. Publicitv. Neither party shall issue a general press release naming the other party regarding the existence of this Agreement, without the prior written consent of the other party. 12. Foreil!D Use. If Client chooses to access the Licensed Software from outside the United States, it is responsible for compliance with foreign and loca1laws. The Licensed Technology is not available through Licensor or its Affiliates to any Restricted Entity. Client represents and warrants that it is not a Restricted Entity and is not using the Licensed Technology on behalf of or for the benefit of a Restricted Entity. 13. Records. Client shall use reasonable efforts to maintain records regarding its use of the Licensed Technology, including, without limitation, the name and username/user identification and password of each Seat, (collectively, the "Records"). Client shall maintain such Records during the term of this Agreement and for two (2) years thereafter. At Licensor's expense, Licensor (or at Licensor's election, its representatives) sball have the right to examine, inspect and audit Client's offices, information systems and Records, and make extracts of information and Agenda Item No. 16E21 October 28, 2008 Page 57 of 59 CONFIDENTIAL I copy any part of the Records at any reasonable time during nonna! business hours upon ten (10) business days' notice to Client in order to monitor Client's compliance with this Agreement. If any such audit reveals that Client has more (i) Seats accessing or using the Licensed Technology, or (ii) transactions than Client bas paid for dwing the period to which the audit relates (as determined prior to the commencement of the audit), then Client shall promptly pay for such additional Seats or transactions, as applicable (beginning from the date of first access by each additional user or first additional transaction) at the rates set forth in the applicable Statement(s) of Work, and the reasonable cost of such audit shall be borne by Client; provided that Licensor shall make reasonable efforts to ensure that audit hours are not unnecessarily charged to Client. In addition. if any such audit reveals that Client has more five percent (5%) or more Seats accessing or using the Licensed Technology or transactions than for which Client has paid, Licensor shall have the right to charge Client interest in accordance with Section 218.70, Florida Statutes, also known as the "Local Government Prompt Payment Act, on all amounts payable by Client for such additional Seats or transactions, as applicable.t 14. General. (a) Neither party sball have the right to assign, transfer, or sublicense any obligations or benefit under this Agreement without the prior written consent of the other party. The foregoing notwithstanding, Licensor may assign this Agreement in its entirety pursuant to a sale of all or substantially all of Licensor's assets, voting interests or stock to a buyer or transferee; provided that such buyer or transferee assumes in writing all of Licensor's responsibilities and obligations hereunder. Except as otherwise provided herein, this Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the parties. (b) Any notice required or permitted to be delivered pursuant to this Agreement shall be in writing and shall be deemed delivered: (i) upon delivery if delivered in person; (ii) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; (iii) upon transmission if sent via facsimile, with a confirmation copy sent via overnight mail; or (iv) one (1) business day after deposit with a national 9 I .. L I overnight courier, in each case addressed to the following addresses: If to Licensor: CS STARS LLC Attn: Executive Vice President Professional Service 500 West Momoe Street Chicago, n.. 60661 Facsimile: (312)627-6590 With a copy to: CS STARS LLC Attn: Corporate Counsel 500 West Momoe Street Chicago, IL 60661 Facsimile: (312)627-6590 If to Client: Collier County Government Attn: Jeff Walker 3301 E Tamiami Trail, Building D Naples, FL 34112 Phone: (239) 252-8906 or to such other address as may be specified by either party hereto upon notice given to the other. (c:) The failw-e of either party to enforce any of its respective rights under this Agreement at any time for any period shall not be deemed or constlUed a waiver by such party of such rights. (d) Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint ventw'er or agent of the other party and shall not bind nor attempt to bind the other party to any contract or other undertaking. (e) No changes or modifications to or waivers of any provision of this Agreement shall be effective unless evidenced in a written amendment that is signed by authorized representatives of both parties. (f) In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, such provIsion shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Agenda Item No. 16E21 October 28.2008 Page 58 of 59 CONFIDENTIAL (g) This Agreement shall be governed by and constlUed in accordance with the laws of the State of Florida without regard to the conflicts oflaws provisions thereof. (b) 'Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement. (1) Licensor shall have no liability for any failure or delay in performance of its obligations under this Agreement because of circumstances beyond its reasonable control, including without limitation, acts of God, fires, floods, earthquakes, wars, civil disturbances, terrorism, sabotage, accidents, unusually severe weather, labor disputes, governmental actions, power failures, viruses that are not preventable through generally available retail products, inability to obtain labor, material or equipment, catastrophic hardware failures, usage spikes, attacks on Licensor's server, or any inability to transmit or receive infonnation over the Internet, (each, a "Force Majeure Event") nor shall any such failure or delay give Client the right to tenninate this Agreement. (j) Client acknowledges that its breach of this Agreement may cause irreparable injury to Licensor that may not be adequately compensable in money damages, and for which Licensor shall have no adequate remedy at law. In the event of breach of Sections 2 or 5 of this Agreement, Licensor shall be entitled to seek equitable relief to protect its interests, including but not limited to preliminary and pennanent injunctive relief. Client hereby waives any requirement of the posting of a bond that may apply for issuance of any injunctions, orders or decrees. (k) This Agreement takes precedence over any conflicting statement or provision in any Statement of Work and any other docwnent furnished by Licensor. This Agreement, including all Exhibits hereto, is the complete statement of the agreement of the parties with respect to the subject matter ofthis Agreement and supersedes all prior oral and written agreements with respect to the subject matter hereof. (I) This Agreement may be executed in counterparts, each ofwhicb will be deemed an original but all of which together shall constitute one and the same Agreement. 10 Agenda Item No. 16E21 October 28, 2008 Page 59 of 59 I IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. ATTEST: Dwight E. Brock, Clerk of Courts BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: By: Dated: (SEAL) Tom Henning, Chairman CS STARS LLC By: First Witness Signature hype/print witness namei Second Witness Typed signature and title TIype/print witness namei Approved as to form and legal sufficiency: !}tIblI! Assistant County Attorney Print Name 11 I