09/21/2022 to 09/20/2023 Agreement Monroe County Purchasing Policy and Procedures
ATTACHMENT D.5
COUNTY ADMINISTRATOR
CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN $50,000.00
Contract with: Legal Files : Contract#
Effective Date: 9/ 2 9/21/22
Expiration Date: W 8/2-&° 9/2U/2
Contract Purpose/Description:
Case Management Software,document management,calendarhig'etc,
Contract is Original Agreement Contract Amendment/Extension Renewal
Contract Manager: Abra Campo 3471 CAY#7
(Name) (Ext.) (Department/Stop #)
CONTRACT COSTS
Total Dollar Value of Contract: $ Current Year Portion: $
(must be less than$50,000) (If multiyear agreement then
37,2 1 4.00 requires BOCC approval,unless the 37,214.00
S50 000 l.
Budgeted? Yes X❑ No ❑
Grant: $N/A County Match: $N/A
Fund/Cost Center/Spend Category: 001/67501/530520/00084
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For: Maintenance and support(estimated at$4,200/yr)
(Not included in dollar value above) (e.g. maintenance,utilities,janitorial,salaries,etc.)
Insurance Required: YES C,� NO ❑
CONTRACT REVIEW
Changes
Date In Needed Reviewer Date In
Department Head Yes[:] No0 Robert B. Shillinger� 9/19/22
County Attorney Yes El No❑X Christine Limbert-Barrows pae to y 1y a�'a aa� �avw" "s"°1eY 9/19/22
Risk Management Yes❑No❑X °° " 9/19/22
Purchasing Yes❑No 0 Julie C u n eo Da'e�2022.09.19 16 16:11°04'00'
lly signedJohn Quinn
OMB Yes[I No No
John Quinn Datlea 2022.09.19Y16:22:113-04 00
Comments:
Revised BOCC 8/17/2022
Page 85 of 106
e
gal
LegaIrs,
�a
Software End User License Agreement
This End User License Agreement(this "Agreement"),effective as of the date of last signature below(the "Effective
pate") is entered into by and between Legal Files Software, Inc. ("Licensor"), an Illinois corporation, and the
"Customer"identified below.
Full Legal Name: Monroe County, Florida
Billing.Address: 1111 12th Street, Suite 408, Key West, FL 33040
proffitt-maureen@monroecounty-fl.gov
Primary Contact: Maureen Proffitt Email: phone: 305-304-9778
can,ipo-abra@monroecounty-fl.gov
Billing Contact: Abra Campo Email: Phone: 305-292-3471
III. TERMSA4,
The Agreement consists of this cover page and the following Exhibits attached hereto, and incorporated herein by
this reference:
Exhibit A: General Terms and Conditions
Exhibit B: Services and Support Policy
Exhibit C: Order Form
VMI, M II"� TuIi MNaLC' _ .... _...... .
All software is licensed and services are provided subject to and in accordance with the provisions of this
Agreement. Each party, by the signature of its authorized representative below, acknowledges that it has
reviewed and understands,and agrees to be legally bound by the provisions of this Agreement.
Customer: Monroe County, Florida Legal FMlies oftwuare, Inc.:
Name: Roman Gastesi dame; •J CZ'a OJ
Title: County Administrator Title:
Date: 09.21.2022 Date: 1-2
CW STM UMBERT,RARROWS
ra°Ms"rANr COUNTY r1ITOHN EN
t,m7 4 9/13/22
LeOIRii
ui
III ifi
mm
4.1_ 1
Exhibit A
General Terms and Conditions
1. Overview, 'i"hese General Terms and Conditions for the End User License Agreement �qjpjlf') set forth
the terms on which, PUI'Want to the Order attached hereto as Exhibit C and any subsequent orders Placed by
Customer and accepted by Licensor (each ani "Orde "), Licensor shall provide CLIM,01I with: (a) as p4:,,,rpetual
license to use the Licensw software applicabions, modules, and associated content identifiiI in and
licensed to Cu stoner under a corresponding, Order; and (b) rriainterrance and techhI'0r !A support, installation,
training, data conversion, and other profess ion at services ( e�,v ices") provided or rnade avzflIaNe by Uirenscir to
CustorneIt in connection fl'ierewith.
2, License, Subject to the Provisions of thrs Agreenvent Licerisor grants Customer a perpetual (unless terininated
Pursuant to the provisions of this Agreement), non-exclusive, nion-transferable, non-su[,iNcensable license to: (a)
install as single prodi,I(AiCll instance of the Software in ziccordance with the Documentabon and in c.ompharice with
all aipphcable Laws (unless additional prod LIC,borr or non-prochrWon instances or(? exfaessly identified in and
licenserf undier the Order) on Customer's compatible COMPLAer servers and user compialibile COMPLIter systerils
located on Clustorner's premises or at a third party hosting facility in accordance with fl ie "Hosting" section below;
(b) make the Software zivadable for use by up,to the number of narried (i.e., non-concuir(-,"ant)i individual employees
and Contract Staff Of CLIStorner and its wholly-owned subsidiaries for which Custorrier has paid the applicable
license fees; and (c) aiake as single copy of the Software solely for back-LIP purposes. CUStorner's license is Strictly
limited to instailation and use Of the Software for Customer's Internal business pM])()SC?S, In accordance with
Licensci then-current orfline help manual and end bier docurneraaLion for the Sci and
subject to any alldditiw,4 requirements set forth in the Order.
3. License Restrk.ftions C'ustorner shall not, nor shall Custorner authorize or Pei any other person or entity to,
(a) use or roake the Software available for use by non.Users, or in excess of the User's for which Customer has
purchased licerises� (b) allow User credentials to be shared Or used by more than one individual (except for
Customer's bona fide, non-temporary transfer of credentials from one individual to another in connection with a
User's reassignmerrt, departure, or similar event); (c) sublicense, lease, rent, toari, ChStiii priblicty display,
publicly perform, transfer, or otherwise make the Software or Documentation avadable for use by third parties; (d)
niodify, adapt, alter, trmis ate, or create derivative works of the Software or Documentation- (e) rnerge 'the
Software with any t)tli sciftware; (f) use the. Software hi or as part of a service bureau, timesharing,, or
outsourcing capacity, including acting as an ASP, host or data processor for any third party; (g) referNlCe, rely
upon, Study, or cid"ierwise use the Software or Documearitation, to develop a similar, �flternaflve, or cornpeting
product or sf,,?rvicip; (h) use or distribute the Software in violation of any import, exporl, re-export or other
applicable iaws w regUlations; (i) attempt to deactivate, bypass, oa otherwise circumvent the license keys or other
security irnear ures for the Software; (j) reniove or obSCUre any copyright or other proprietary rights nodces,
tr aide ma rks, Ilcigos or trade designations for Ow Software or DOICU Menta Lion; or (to reverse en6drieer, decompile,
disasserrible, of otherwise attempt to derive the source code for t he Software.
4, linstallati After receipt of the ieqLfired updront paynient under ghee correspond nig Carrier, Licensor
shall make the Software available to Customer for remote download from Licensor's, ctistwner portal or 0a other
mutually acceptable ineans. During the term of Ct,rstorrier's Support subscription Undw flare correspor6rig Order,
Licensor shall I-nake availaiWe to Customer but, fixes, service packs, updates, and upprades friar the Solftwarca that
Licensor iSSLres for general availability release ("ijpcLigte ") in the saime manner. Updat(,n do not include separately
licensed applications, Iraioduies, or content, or new versions uncorporating piatform xaipgrades or Substantial
addfficiinal WIldiCITWlity th,,Dt Licensor makes generally avai for an additional or `,&t)arate hicense fee, All
Updates aria hicensed to Orstorner as part of the Software under and Subject to the licenise and other pr(wisOns of
this Agreement and the correspondiing Order.
5. Maintenance and Support Additional Services. During the term of Customer's support subscription under the
corresponding Order, Licensor shall (a) provide maintenance andl technical support for the Software as provided in
the Order, (b) if purchased by Customer, provide managed services for Customer's on premise or hosted
installation of the Software, and (c) make available for purchase by Customer any additional installation, training,
data conversion, and other Services that Licensor makes generally available to licensees of the Software. All such
Services are provided subject to and in accordance with this Agreement and Licensor's Services and Support Policy,
the most current version of which is attached hereto, as Exhibit B. Customer acknowledges that Licensor is
responsible only for those Services documented and within scope of the Order. Any additional or out-of-scope
Services requested by Customer shall be subject to Licensor's availability and Customer's payment of the
additional corresponding fees and charges. Licensor reserves the right to suspend performance of Support and
other Services if Customer is delinquent in payment or otherwise in material breach of its obligations hereunder,
6. Hosting. Customer may, at its option and expense, install the Software on computer systems that are hosted
for Customer at one or more United States data centers by a reputable third party hosting provider, provided that
(ij Customer notifies Licensor of the hosting arrangement and obtains Licensor's email or other written consent
(not to be unreasonably withheld),(ii)the hosting provider is not a direct competitor of Licensor, (W)the Software
is made available solely for Customer's, use under and in accordance with,the license, license restriction,and other
provisions of this Agreement, and (iv) Customer enters into an appropriate agreement with the hosting provider
that supports Customer's compliance with the foregoing requirements. As between the parties,Customer is solely
responsible for any Software hosting arrangement, including for contracting with, complying with the terms, and
paying the fees and charges of the hosting provider. Licensor assumes no responsibility or liability for the hosting
infrastructure, or the availability, security, or operation thereof;
even if Licensor facilitates the hosting
arrangement or provides managed services for Customer's,hosted Software installation.
7. Customer Responsibilities. Customer is responsible for: (a) assigning qualified personnel to coordinate with
Licensor regarding Services and manage Customer's responsibilities as outlined in this Agreement and the
corresponding Order; (b) procuring, installing and maintaining all cllienit-side equiipm:ent and third-party software,
and peripherals reqluired to install and use the Software, including operating system and browser software and
network connectivity meeting Licensor's then-current system requirements;and(c)the accuracy,quality,integrity,
reliability, and suitability of all data that Customer inputs,, processes or stores using the Software, including
securing all necessary licenses and permissions therefor (it being understood that Customer shall at all times
remain the primary custodian and record keeper of its data); (d) creating a restore point for its systems and
backing up all data;(e)adopting reasonable measures to safeguard Customer's facilities,systems and network;and
(0 performing any other Customer responsibilities identified in this Agreement or the applicable Order, Licensor
shall have no responsibility or liability arising out of or resulting in whole or in part from Customer's failure or delay
to perform any such responsibilities, or for acts or omissions of third parties, Internet or telecommunications
failures,or force majeure or other events beyond Licensor's reasonable control.
8. Pri"n and,Payment. Payment shall be made in accordance with the Local Government Prompt payment Act,
Sec, 218.70, Florida Statutes. All Software and Services are billed at the pricing and in accordance with the
payment schedule set forth in the corresponding Order, or if no pricing or payment terms are specified, at
Licensor's then-current pricing with payment due net 30 days after the date of invoice All amounts are stated and
payable in U.S. Dollars, and, except as otherwise expressly stated herein, are non-refundable. The fees are
exclusive of any taxes or duties associated with the Software and Services, however designated or levied in any
jurisdiction by any taxing authority. Customer is solely responsible for all such taxes and duties, excluding taxes
based on Licensor's net income. The fees are exclusive of travel, meals, lodging and expenses for on-site,services,
which shall be invoiced by Licensor as incurred anid reimbursed by Customer net 30 days,after the date of invoice.
Licensor reserves,the right to charge interest on overdue amounts at the lesser irate of 1.5%per month (18%per
annum),or the maximum rate permitted by applicable law,,accruing from the due date until the date paid. In the
event any amount owed by Customer requires collection efforts, Customer agrees to reimburse Licensor for all
reasonable costs of collection. Customer's performance and obligation to pay under this Agreement is contingent
upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at
the time of contract initiation and its duration,
9. Term;Termination,
(a) Term of Agreement. This Agreement shall commence on the Effective Date and continue in full force and effect
for so long as Licensor provides,any Software or Services to Customer under one or more Orders,unless otherwise
terminated as set forth herein.
(b) Support Subscription Term; Renewal, The term of Customer's support subscription is as set forth in the
corresponding order. Subscriptions are billed annually in advance, , and shall automatically renew on an annual
basis, unless either party provides at least 60 days' prior written notice of non-renewal. Non-renewal of Support
will not result in termination of Customer's license to the Software; however, Customer will not be entitled to
further Updates or Support after the date of non-renewal. If Customer allows support subscriptions to lapse,
Licensor reserves the right to condition reinstatement on payment of fees for back subscription fees and charges,
as well any professional services required to bring Customer's configuration current.
(c) Terminotion. Either party may terminate this Agreement and/or any Order-, (I) if the other party materially
breaches this Agreement or the Order(including non-payment) and fails to cure the breach within 3O days(or 15
days for non-(payment) after receiving written notice thereof; (fi) if the other party becomes or is declared
insolvent, makes a general assignment for the benefit of creditors, suffers a receiver to be appointed for it,enters
into an agreement for the composition,extension, or readjustment of all or substantially all of its obligations, files
a voluntary petition in: (bankruptcy, or has an involuntary petition in bankruptcy filed, against it, which petition is
not dismissed with prejudice within 60 days after the filing thereof*,or(Ili)for any other basis expressly set forth in
the applicable order. Iv)For Contracts of any amount,if the Customer determines that the Licensor has submitted!
a false certification under Section 287.135(5), Florida Statutes or has been placed an the Scrutinized Companies
that Boycott Israel List, or is engaged in a boycott of Israel, the Customer shall have the option of(1) terminating
the Agreement after it has given the Licensor written notice and an opportunity to demonstrate the agency's
determination of false certification was in error pursuant to Section 287.135(5),(a), Florida Statutes, or (2)
maintaining the Agreement if the conditions of Section 287,13,5(4), Florida Statutes,are met.Termination does not
relieve Customer of its obligation to pay for all Software and Services ordered prior to termination.
(d)EFFECTS OF TERMINATION. UPON TERMINATION OF THIIS AGREEMENT ANDIFOR A CORRESPONDING ORDER
DUE TO A BREACH OF SECTION!2.LICENSE OR SECTION 3. LICENSE RESTRICTIONS:(a)Customer's LICENSE.TO THE
SOFTWARE shall automatically and Immediately terminate, (b) if Customer violates Section 2, or 3 shall
immediately discontinue all use of the Software and shall promptly (within 60 days) uninstall and remove any
remnants of the Software and Documentation from its computers,network,and systems,and destroy(or return to
Licensor) all tangible copies of the Software and Documentation in its possession; and (c) Customer shall pay all
amounts due and owing to Licensor. UPON THE EXPIRATION OR TERMINATION OF THE AGREEMENT, THE
CUSTOMER SHALL BE AUTHORIZED TO TRANSFER THE DATA AND SHALL THEREAFTER UNINSTALL AND
DISCONTINUE USE OF THE SOFTWARE WITHIN 90 DAYS OF THE EXPIRATION OR TERMINATION OF THIS
AGREEMENT. Sections 3, 9, 12, 13, 14, 15, 16, 18 and 19, and any other provisions of this Agreement which by
their terms or nature are intended to survive,shall survive the expiration or termination of this Agreement for any
reason, and shall be binding on and inure to the benefit of the parties and their respective successors and
permitted assigns.
10, Software Warranty. For a,period of 90 days after the date the Software is first made available to Customer for
installation(or with respect to,a later,separately purchased application or module not provided as an Update,the
date such separately purchased application or module is first made available to Customer for installation),Licensor
warrants that the Software (or such separately purchased application or module), when properly installed and
used:Iby Customer In accordance with this Agreement,shall operate in all material respects in accordance with the
technical specifications set forth In Documentation. The foregoing warranty is subject to Customer notifying
Licensor promptly, and in any event within 30 days after discovery of the nonconformity, of a breach of the
foregoing warranty, and providing all information and assistance rea,soniably requested by Licensor in connection,
therewith. Upon receiving such timely notice, as Licensor's entire obligation and Customer's sole and exclusive
remedy, Licensor shall provide a workaround for or otherwise remedy the nonconforming Software at no
additional charge to Customer, or if Licensor is unable to do so within 60 days after receipt of Customer's warranty
claim, accept return of the nonconforming Software in, exchange for a refund of the corresponding Software
license fees paid.
11 Services Wariranty. Licensor warrants that it shall perform the Services in a professional and workmanlike
manner,
consistent with generally accepted industry standards and practices. The foregoing warranty is subject to
Customer notifying Licensor promptly, and in any event within 30 days after the date of performance of the
nonconforming Services, of a breach of the foregoing warranty, and providing all information and assistance
reasonably requested by Licensor in connection therewith. Upon receiving such timely notice,as Licensor's entire
obiligation and Customer's sole and exclusive remedy, Licensor shall use commercially reasonable efforts to
remedy the nonconforming Services at no additional charge to Customer,
12. Exclusion . The Software and Services warranties exclude, and Licensor assumes no obligations or liability
under warranty, support, or otherwise for: (i) problems caused by misuse, neglect or abuse of the Software; (0)
modifications to the Software or to Customer's database structure not made or approved by Licensor; (ill) faillure
to install and use the most current release of the Software or the immediately prior release, or to implement
Updates, recommendations or solutions previously supplied or made available by Licensor; (iv) Customer's
network, firewall, systems, hardware, third party software, or data, including a decision, to operate on a system,
incompatible with the then-current system requirements for the Software; (v) back-up, replication or recovery of
files or data, including corruption or loss of data or Software due to Customer hardware failure or fault(although
Licensor shall use reasonable efforts to assist if such problems arise);or(vi) Customer's failure or delay to perform
its responsibilities,acts or omissions of third parties,telecommunications failures,or force majeure or other events
beyond Licensor's reasonable control. Licensor reserves the right to charge at its then-current rates for time spent
responding to,investigating,or resolving out-of-scope warranty and support requests.
13. Customer.Responsible for Legal Servios. The Software is intended for use by qualified legal professionals in
_
connection with case management and related activities. Licensor does not provide legal advice, and neither the
Software nor the Services should be viewed or re!lied upon! as a substitute for the counsel and independent
judgment of anattoirney or other legal professional. Customer is solely responsible for its provision(or receipt)of
legal services, and for its selection and use of the Software and Services in connection therewith. Subject to Sec.
768.28,Florida Statutes,Customer shall indemnify,defend and hold Licensor harmless from and against any and all
claims, demands, suits, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees)
arising,out of or resulting from any legal services provided or received by Customer or the use, non-use or misuse
of the Software or the Services in connection therewith. The Customer in no way waives it rights to sovereign
immunity protections under Florida law,
14. DISCLAIMER. EXCEPT FOR THE EXPRESS SOFTWARE AND SERVICES WARRANTIES SET FORTH ABOVE, THE
SOFTWARE AND SERVICES ARE PROVIDED"AS IS"WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, LICENSOR HEREBY DISCLAIMS ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY OR RESULTS. LICENSOR
DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE OR SERVICES WILL OPERATE UNINTERRUPTED OR
ERROR-FREE, OR MEET CUSTOMER'S PARTICULAR BUSINESS,TECHNICAL OR OTHER REQUIREMENTS. CUSTOMER
IS SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF ITS NETWORK, SYSTEMS AND, DATA. THE
SOFTWARE AND SERVICES MAY BE SUBJECT TO TRANSMISSION ERROR$, DELIVERY FAILURES, DELAYS, AND OTHER
LIMITATIONS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NO EMPLOYEE OR
AGENT HAS AUTHORITY TO BIND LICENSOR TO ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET
FORTH IN THIS AGREEMENT.
L,I IVA A LA;I
options are not commercially practicable, as determined by Licensor in its reasonable discretion,to terminate this
Agreement and accept return of the Software in exchange for a refund equal to the unamortized portion of the
license fees paid by Customer for the Software, calculated by,amortizing the actuail license fees paid by Customer
over a five(5)year straight-line basis from the date the first such license fees became due and payable.
18. LIMITATIONS ON LIABILITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL
CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE OR SIMILAR DAMAGES ARISING OUT OF OR RELATED TO THE
SO ARE,THE SERVICES OR THIS AGREEMENT, INCLUDING LOSS OF BUSINESS, PROFITS, OR REVENUE, LOSS OR
DESTRUCTION OF DATA, OR BUSINESS INTERRUPTION OR DOWNTIME, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, THE TOTAL CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THE
SOFTWARE, THE SERVICES AND THIS AGREEMENT SHALL NOT, REGARDLESS OF THE NUMBER OF INCIDENTS OR
CAUSES GIVING RISE TO ANY SUCH LIABILITY, EXCEED THE TOTAL FEES PAID, BY CUSTOMER TO LICENSOR UNDER
THE CORRESPONDING ORDER IN THE TWELVE(12)MONTHS PRIOR TO THE ACCRUAL OF THE FIRST SUCH CLAM OR
ONE THOUSAND Ul.S. DOLLARS($1,000),WHICHEVER IS GREATER. THE LIMITATIONS ON LIABILITY IN!THIS SECTION
SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, REGARDLESS OF THE CAUSE OF
ACTION OR BASIS OF LIABILITY (WHETIHER IN CONTRACT, TORT, OR OTHERWISE); PROVIDED, HOWEVER, SUCH
LIMITATIONS SHALL NOT APPLY TO, OR LIMIT THE LIABILITY OF A PARTY FOR ITS GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT,OR IN THE CASE OF CUSTOMER, FULFILLMENT OR BREACH OF ITS OBLIGATIONS UNDER SECTION 3
("LICENSE RESTRICTIONS"),SECTION 8('PRICING AND PAYMENT"),OR SECTION 13("CUSTOMER RESPONSIBLE FOR,
LEGAL SERVICES-). THESE LIMITATIONS ON LIABILITY ARE AN ESSENTIAL PART OF THIS AGREEMENT, AND SHALL
BE VALID AND,BINDING EVEN IF ANY REMEDY IS DEEMED TO FAIL OF ITS ESSENTIAL PURPOSE.
19. Miscellaneous
(a) Governing Low. This Agreement shall be governed and interpreted for all purposes by the laws of the State of
Florida.,without reference to any conflict of laws principles that would require the application of the laws,of a
different jurisdiction. The United Nations Convention on Contracts for the international Sale of Goods and the
Uniform Computer Information Transactions Act(as enacted by any jurisdiction)do not and shall not apply to this
Agreement,and are hereby specifically excluded,
(b) Jurisdiction;Venue. Any dispute,action or proceeding arising,out of or related to the Software,the Services or
this Agreement shall be commenced in the 16 1h judicial Circuit, Monroe County,Florida;,in the appropriate court or
before the appropriate administrative body.This agreement shall not be subject to arbitration. Mediation
proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of
Civil Procedure and usual and customary procedures required by the circuit court of Monroe County.
(c) Notices. All notices under this Agreement shall be in writing and in the English language,and shall be delivered
personally or by postage prepaid certified mail or express courier service,return receipt requested,to the other
party's address set forth in the most recent Order for Software or Services. Either party may change its address for
notices from time to time Iby providing written notice of such change to the other party in the,foregoing manner,
(d) Assignments. Neither party may assign or otherwise transfer this Agreement,in whole or in part,without the
prior written consent of the other party;provided,however:(I)Licensor may fulfill appropriate duties under this
Agreement through,its qualified subcontractors,provided that Licensor remains responsible for the performance
of such subcontractors;and(II)Licensor may assign this Agreement to an affiliate,successor,or acquirer in
connection with Liicensor's merger,acquisition,corporate reorganization,or sale of all or substantially,all of its
business or assets to which this Agreement relates so long as a Consent to Assign the Agreement is approved in
writing by the Customer. Any attempted assignment or transfer in violation of the foregoing shall be null and void
from the beginning and of no effect,
(e) Relationship;Third Party Beneft6ories. The parties hereto are independent contractors, Nothing in this
Agreement shall be deemed to create any agency,employment,partnership,fiduciary or joint venture relationship
between the parties,or to give any third party any rights or remedies under or by reason of this Agreement;
provided, however,the disclaimers,limitations on liability and contractual indemnification protections,in this
Agreement shall extend to the parties, respective directors,officers,employees,agents,and affiliates.
(f)Publicity. Neither party shall,without the prior written consent of the other party in each instance: (I)issue any
press releases or make any other public statements concerning their relationship under this Agreement;(R)
disclose the pricing or terms of this Agreement to any third party,except to its legal,financial and other advisors
under a duty of confidentiality,as may be required by applicable law(including Florida Public Records Law),or as
may be required in order to enforce this Agreement in a court of competent jurisdiction;or(M)use in any
advertising or marketing materials the name, logo or trademarks of the other party or its affiliates;provided,
however,Customer may disclose to third parties that it is a client of Licensor,and Licensor may identify Customer
as a licensee,of the Software.
(g)Equitable Relief. Trade secret information,as defined under F.S.812,081 may be exempt from public records
disclosure in accordance with RS.815,045.The Licensor represents that the Software and Documentation
comprise the confidential and proprietary Information of Licensor and its suppliers,constitute valuable trade
secrets,and are protected by federal and International!,copyright laws and treaties. Customer acknowledges,that
"trade secret"information is exempt from public records disclosure.Customer shall not be liable for information
that the Licensor has failed to protect as"trade secret"information. Licensor understands that this agreement is
subject to disclosure under public records law. Licensor shall be entitled to seek temporary or permanent
injunctive or other equitable relief in any court of competent jurisdiction,
(h) Audit, During the term of this Agreement and for 12 months thereafter,Customer agrees to complete and
return promptly any Software usage questionnaires issued by Licensor,and records to verify that Customer's,use
of the Software is in compliance with the provisions of this Agreement.
(I)U.S, Goverriment Restricted Rights.The Software and Documentation are licensed with RESTRICTED RIGHTS as
"Commercial Items,"as that term is defined at 48 C.F.R.§2.101,consisting of"Commercial Computer Software"
and"Commercial Computer Software Documentation,"as such terms are used in 48 C.F.R.§12.212 or 48 C.F.R.
§227.7202,as applicable.Consistent with 48 C.F.R.§12.212 or 48 CY R.§227.7202-1 through 227.7202-4,as
applicable,the Commercial Computer Software and Commercial Computer Software Documentation i Ilicensed(if
at all)to U.S.Government end users only as Commercial Items,and with only those rights as are granted''to other
licensees pursuant to this Agreement,
(j) Export Control. The Software and underlying information and technology may not be accessed or used except
as authorized by United States and other applicable law,and further subject to compliance with this Agreement.
The Software may not be exported or re'-exported into any U.S.embargoed countries,or to anyone on the U.S.
Treasury Department's list of Specially Designated Nationals or the U.S.Department of Commerce Denied Person's
List or Entiity List. Customer represents and warrants that Customer and its Users are not located in,under the
control of,or a national or resident of any country or on any such list.
(k) Amendment;Waiver. This Agreement may be amended only by a written instrument signed by an authorized
representative of each party. No right or obligation shall)be waived by any act,omission or knowledge of a party,
except by an instrument in writing expressly waiving such right or obligation and signed by an authorized
representative of the waiving party, Any waiver on one occasion shall not constitute a waiver on subsequent
occasions.
(1)Severobility;Construction. If any provision of this Agreement is determined to be invalid or unenforceable
under applicable law,such provision shall be amended by a court of competent jurisdiction to accomplish the
objectives of such provision to the greatest extent possible under applicable law,or severed from this Agreement if
such amiendment is not possible,and the remaining provisions of this Agreement shall continue in full force and
effect. The headings in this Agreement are for reference purposes only,and shall not affect the meaning or
interpretation of this Agreement. The term"including"as used herein means"including without limitation." The
terms"herein," "hereto,""hereof,'and similar variations refer to this Agreement as a whole,rather than to any
particular section.
(m)Counterparts;Facsimile. This Agreement may be signed in counterparts,each;of which shall constitute an
original, and alll of which together shall constitute one and the same instrument. Any signature may be delivered
by facsimile(including signed PD,F,JPEG or similar electronic copy attached to an email),which shall have the same
effect as an original signature,
(n:)Entire Agreement. This Agreement sets forth the entire agreement of the parties,and supersedes all prior and
contemporaneous proposals,agreements and understandings,whether written or oral,pertaining to the subject
matter hereof. Where Customer requires a purchase order as part of its procurement process,such purchase
order may be issued for administrative purposes only. Any additional or conflicting terms proposed by Customer
in any purchase order,request for proposals,acknowledgement,or other writing shall not be binding on Licensor,
and are hereby objected to and expressly rejected.
(o) Cooperative Purchasing Arrangements. Licensor and Customer support cooperative purchasing arrangements
pursuant to which one or more public sector entities may purchase additional Software and Services under an,
existing contract between Licensor and another public sector entity. Licensor and the additional public sector
entity(s) may enter into an addendum to this Agreement that outlines the additional Software and Services
purchased, subject to the existing terms of this Agreement. Any such arrangement is subject to the consent of all
parties involved.
(p) Insurance.The Licensor shall obtain insurance as specified and maintain the required
insurance at all times that this Agreement is in effect, In the event the completion of the project (to include the
work of others) is delayed or suspended as a result of the Licensor's failure to purchase,or maintain the required
insurance, the Licensor shall indemnify the Customer from any and all increased expenses resulting from such
delay.
The coverage provided herein shall be provided by an insurer with an AN, Best rating of
Vi or better, that is licensed to business in the State of Florida and that has an agent for service of process within
the State of Florida.The coverage shall contain an endorsement providing sixty (60) days' notice to the Customer
prior to any cancellation of said coverage,Said coverage shall be written by an insurer acceptable to the Customer
and shall be in a form acceptable to the Customer.
Licensor shall obtain and maintain the following policies:
A. workers'Compensation insurance as required by the State of Florida,sufficient to respond to,Florida
Statute 440(See Form WC1),
B. Employers Liability Insurance with limits of $10Q,000, per Accident, $500,000 Disease, policy limits,
$100,000,Disease each employee(See,Form WC1).
C. General Liability insurance,including Personal Injury Liability,covering claims for injuries to members
of the public or damage to, property of others arising out of any covered act or omission of the
Licensor or any of its employees, agents or subcontractors or subcontractors, including Premises
and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form
Property Damage and a Blanket Contractual Liability Endorsement with $1,000,000 Limits(See Form
GL3).
An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this contract. In addition,the
period for which claims may be reported must extend for a minimum of 48 months following the termination or
expiration of this contract®
D. Cyber Liability Insurance to include the following coverages: Data Breach, Network Security Lliability,
Internet Media, Network Extortion, regulatory Proceedings, PCI Fine and Cost. The minimum limits
acceptable is:$1,000,000.(See Form CL1)
E. Customer shall be named as an additional insured with respect to Licensor's liabilities hereunder in
insurance coverages identified in Paragraphs C.
F. Licensor shall require its subcontractors to be adequately insured at least to the limits prescribed
above, and to any increased limits of Licensor if so required by CUSTOMER during the term of this
Agreement,Customer will not Ipay for increased limits of insurance for subcontractors,
G, Licensor shall provide to the Customer certificates of insurance or a copy of all insurance policies
including those naming the, Customer as an additional insured, The Customer reserves the right to
require a certified copy of such policies upon request.
(q) PUBLIC ENTITIES CRIMES. A person or affiliate who has been placed, on the convicted vendor list following a
conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public
entity,may not submit a bid:!on a contract with a public entity for the construction or repair of a public building or
public work,may not submit bids on leases of real property to public entity,may not be awarded or perform work
as a contractor,supplier,subcontractor,or LICENSOR under a contract with any public entity,and may not transact
business with any public entity in excess of the threshold amount provided in Section 287.0117 of the Florida
Statutes,for CATEGORY TWO for a period of 36 months from the date of Ibeing placed on the convicted vendor list.
By signing this Agreement, LICENSOR represents that the execution of this Agreement will not violate the Public
Entity Crimes Act (Section 287,133, Florida Statutes). Violation of this section shall result in termination of this
Agreement and recovery of all monies paid hereto, and may result in, debarment from CUSTOM IER's competitive
procurement activities.
In addition to the foregoing, LICENSOR further represents that there has been no, determination, based on an
audit,that it or any subcontractor has committed an act defined by,Section 287.133, Florida Statutes,as a "public
entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime"
regardless of the amount of money involved or whether LICENSOR has been placed!on the convicted vendor list.
LICENSOR will promptly notify the CUSTOMER lif It or any subcontractor or subcontractor is formally charged
with an act defined as a"public entity crime"or has been placed on the convicted vendor list,
(r) MAINTENANCE OF RECORDS. LICENSOR shall maintain all books, records, and documents directly pertinent to,
performance under this Agreement in accordance with generally accepted accounting principles consistently
applied. Records shall be retained for a period of five years from the final payment or termination of this
agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access
to such records of each other party to this Agreement for public records purposes during the term of the
Agreement and for five years following the final payment or termination of this Agreement. If an auditor
employed by the CUSTOMER or Clerk determines that monies paid to LICENSOR pursuant to this Agreement were
spent for purposes,not authorized by this Agreement,or were wrongfully retained by the LICENSOR, the LICENSOR
shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running
from the date the monies were paid by the CUSTOMER.
(s) NONDISCRIMINATION. LICENSOR and CUSTOMER agree that there will be no discrimination against any person,
and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination
has occurred, this Agreement automatically terminates without any further action on the part of any party,
effective the date of the court order. LICENSOR or CUSTOMER agrees to comply with all Federal and Florida
statutes,and all local ordinances,as applicable,relating to nondiscrimination. These include but are not limited to:
1) Title III of the Civil" Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or
national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss, 1681-1683, and 1685-
1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as
amended (20 USC s.794),which prohibits discrimination on the basis of handicaps;4)The Age Discrimination Act
of 1975,as amended(42 USC ss.6101-6107)which prohibits discrimination on the basis of age;5)The Drug Abuse
Office and! Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimi nation on the basis of drug
abuse;6)The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 19,70
(PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public
Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to
confidentiality of alcohol and drug abuse patient records;8)Title"dill of the Civil Rights Act of 1968 (42 USC s. et
seq.),as amended, relating to nondiscrimination in the sale, rental or financing of housing;9) The Americans with
Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article li, which prohibits
discrimination on the basis of race,color,sex,religion, national origin,ancestry,sexual orientation,gender identity
or expression, familial status or age; 11; Any other nondiscrimination provisions in any Federal! or state statutes
which may apply to the parties to,or the subject matter of,this,Agreement,
(t) CODE OF ETHICS. CUSTOMER agrees that officers and employees of the CUSTOMER recognise and will be
required to comply with the standards of conduct for public officers and employees as delineated in Section
112.313,, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with
one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual
relationship;and disclosure or use of certain Information,
In accordance with Section 5 (b) Monroe County Ordinance No. 010-1990, LICENSOR warrants that he/it had not
employed, retained or otherwise had act on his/its behalf any former County officer or employee subject to the
prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of
Ordinance No. 020-1990. For breach or violation of this provision the Customer may, in its discretion, terminate
this contract without liability and may also, in its discretion, deduct from, the contract or purchase price, or
otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former
County officer or employee."
tu) NO SOLICITATIONIPAYMENT. The LICENSOR and CUSTOMER warrant that, in respect to itself, it has neither
employed nor retained any company or person, other than a bona fide employee working solely for it,to solicit or
secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or
firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other
consideration contingent upon or resulting from the award or making of this Agreement. For the breach or
violation of the provision, the LICENSOR agrees that the CUSTOMER shall have the right to terminate this
Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full
amount of such fee,commission,percentage,gift,or consideration.
(y)PUBLIC ACCESS.The Customer and Licensor shall allow and permit reasonable access to,and inspection of, all
documents,papers, letters or other materials in its possession or under its control subject to the provisions of
Chapter 119,Florida Statutes,and made or received by the Customer and Licensor in conjunction with this
agreement;and the Customer shall have the right to unilaterally cancel this agreement upon violation of this
provision by Licensor.
(w)NON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes,the participation
of the LICENSOR and the CUSTOMER in this Agreement and the acquisition of any commercial liability insurance
coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a
waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the CUSTOMER be
required to contain any provision for waiver.
(x) PRIVILEGES AND IMMUNITIES, All of the privileges and immunities from liability, exemptions from laws,
ordinances,andl rules and pensions and relief, disability,workers'compensation,and other benefits which apply to
the activity of officers, agents, or employees of any public agents or employees of the CUSTOMER, when
performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply
to the same degree and extent to the performance of such functions and duties of such officers, agents,
volunteers,or employees outside the territorial limits of the COUNTY.
(y) LEGAL OBLIGATIONS AND RESPONSIBILITIES. Non-Deiegation of Constitutional or Statutory Duties. This
Agreement is not intended to,nor shall It be construed as,relieving any participating entity from any obligation or
responsibility imposed upon the entity by law except to the extent of actu4l and timely performance thereof by
any participating entity, in which case the performance may be offered in satisfaction of the obligation or
responsibility. Further,this Agreement is not intended to, nor shall it be construed as, authorizing the delegation
of the constitutional or statutory duties of the CUSTOMER, except to the extent permitted by the Florida
constitution,state statute,and case law.
(z)ATTESTATIONS AND TRUTH IN NEGOTIATION. LICENSOR agrees to execute such documents as CUSTOMER may
reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace
Statement.Signature of this Agreement by LICENSOR shall act as the execution,of a truth in negotiation certificate
stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are
accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto
shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased
due to inaccurate, incomplete,or concurrent wage rates and other factual unit costs.All such adjustments must be
made within one year following the end of the Agreement.
(aa) NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant
or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and
no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be
subject to any personal liability or accountability by reason of the execution of this Agreement.
(bb) E-VERIFY SYSTEM. Beginning January 1, 2021, in accordance with F.S. 448,09S, the Licensor and any
subcontractor shall register with and shall' utilize the U,S. Department of Homeland Security's E-Verify system to
verify the work authorization status of all new employees hired by the Licensor during the term of the Contract
and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to
likewise utilize the U.S. Department of Homeland Securit)(s E-Verify system to verify the work authorization stat',us
of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an
affidavit stating that the subcontractor does not employ,contract with,or subcontract with an unauthorized alien.
The Licensor shall comply with and be subject to the provisions of F.S.44&095
(cc)UNCONTROLLABLE CIRCUMSTANCE.Any delay or failure of either Party to perform its obligations under this
Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such
Party's control,without such Party's fault or negligence and that by its nature could not have been foreseen by
such Party or,if it could have been foreseen,was unavoidable:(a)acts,of God;(b)flood,fire,earthquake,
explosion,tropical storm,hurricane or other declared emergency in the geographic area of the Project;(c)war,
invasion,hostilities,(whether war is declared or not),terrorist threats or acts,riot,or other civil unrest in the
geographic' rea of the Project;(d)government order or law in the geographic area of the Project;(e)actions,
embargoes,or blockades in effect on or after the date of this Agreement;(f)action by any governmental authority
prohibiting work in the geographic area of the,Project;(each:,a"Uncontrollable Circumstance"). LICENSOR'S
financial Inability to perform,changes in cost or availability of materials,components,or services,market
conditions,or supplier actions or contract disputes will not excuse performance by Licensor under this Section.
Licensor shall give Customer written notice within 7 days of any event or circumstance that is reasonably likely to
result in an Uncontrollable Circumstance,and the anticipated duration of such Uncontrollable Circumstance.
Licensor shall use all diligent efforts to end the Uncontrollable Circumstance,ensure that the effects of
any Uncontrollable Circumstance are minimized and resume full performance under this Agreement.The
Customer will not pay additional cost as a result of an Uncontrollable Circumstance,The Licensor may only seek a
no cost extension,for such reasonable time as the Owners Representative may determine.
Leogal
Exhibit B
Services and Support Polilicy
This Services a rid Support Plolicy describes the fiistallation, training, data conversion, inalinteriance, technical
support, and other Services made available by Licensor for the Software, and details Licensr)r's and Custorner's
responsibilities in connection with,any Order for such Services.
A, Installation
Licensor M11 defiw,wr the Software for installaflon it Custorrier's site", and wHI provide instaHation instrUCtions that
rTILIst be followed by Cumomer for the installation. Custoirner is pt irnarily responsible for installadon and
configuradon of: the Software, and its personnel should be experienced in the network, database,arld server
1,.)Iatfornrrs on which the Software and clatabase M11 run.
in connection wfth Cristorners' initial installation and configuration of the Software, Ucervsor will make available
the foilowing services:
* For application instaliation, tip to 8 hours of tedmicall telephone support to z,ussist Custorner's personnel
wMr installation, at no additional chairge-
* Afttional rernole installation assistance is avadable upon request, and will be billed at Licensor's then-
current hourly consulting rate.
* nsite qnstaflaflon assistance is availaWe upon request, subject to Licenser's reasoriablc scheduling and
avaHabiflty, and MH be billed at Licensor's then-current daily consulting rate PILIS rehriburserrient of travel
and expew-,,,es.
For purposes her(.,?of, instaHition means the date that Customer first installs the Software on its server, exclusive of:
subsequent con firU N,-)U(P i or firiplernentation work, if Custorner does not install the So,filware within 90 clays after
order placervent (subject to a day-for-day extension for any delay directly attributable to Licensor),the Software
will be rfeerned to have been installed on such date, and any payments tied to installation will beconie due and
payable.
B. Training
Licensor will proMe any training ordered by Customer in accordance with Licensor's standard training methods
and usirip its standard training materials. Trainhig,is provided at Licensor's then-current daily rate plus
reirribUrsernent of travel and expenses, if outside training facilities and equipment are ubkzed, such outside costs
are Customer's responsitAity.
C. Electronic Data Conversion
Licensor wfli prrivid(-� rizitz conversion services oT dered by CUStOrner at its then-Current ra tes and in accordance
with its standard electrorflc data conversion pi ocedLIM5. WIVIT the order specifies a rmrnber of hours for the data
conversion, sr,u:h number is an,esbinite only, aruJ SUbject to arIjustrrient based on forn°iat, cluality and quaritity of
Customer data, tirnehriess of CUstorner cooperation and other faCtW-S Outside of Lic(mism's r easonable control. 'rhe
general p ogressioin and allocation of responsNlity for data conversion services is as folk�nivs:
• Data conversion programs will be created at Licensor's facilities. In order to prepare the
conversion program, all source data must be provided by Customer to Licensor in an acceptable,
machine-readable format and must be corruption free.
• If necessary, including where in-house expertise or local consultants are not available, Licensor
will visit Customer's site to obtain the source data and documentation required to create the
conversion program. Such onsite services will be charged at Licensor's daily consulting rate plus
reimbursement of travel and expenses.
• Data scrubbing is the process of fixing or eliminating individual pieces of data that are incorrect,
incomplete or duplicated in the source database when the data is passed to the target database.
Unless specifically noted in the order, Licensor's conversion estimate does not include data
scrubbing. If desired or required, such services will be made available at an additional charge.
• Licensor will create a data mapping document that defines where the source data will reside in
the target Software database. Once complete, the data mapping document must be approved by
Customer via email or other writing before the conversion program can be created.
• Licensor will perform a test data conversion to provide Customer with the ability to review the source
data as, it was mapped and will appear in the Software application. The test data conversion Must be
approved by Customer via email or other writing before the final data conversion can be performed,
if changes to the data mapping document or,test data conversion are requested by Customer after they have been:
approved, Licensor reserves the right to Charge an additional fee for time worked, and to delay any previously
estimated completion dates,
D. Maintenance and Support
During the 'term Of CUStOrner's subscription Linder the corresponding Order, Licensor will make available
maintenance and technical support to Customer in its use and operation of the Software comprised of the
following:
(a) Scope of Support. Customer may contact Licensor with questions and troubleshooting related to use and
operation, of the Software, as weif as for remote diagnosis and priority resolution of material bugs, errors or other
malfunctions encountered using the Software. A bug, error or malfunction is deemed "material" if it represents a
nonconformity of the Software with Licensor's then-current published specifications and materially interferes with
or degrades Usability of the Software,
(b) Contacting Technical Support, Support queries may be submitted by email at or by
phone at (217') 726-6400 during Licensor's normal business hours: Monday through Friday from &00, a.m, to 5:00
p.m, U,S, Central Time(excluding holidays), Customer must appoint one primary contact person and one alternate
contact person who have been: trained and are competent in use and operation of the Software to place technical
support queries.
(c) Classification of Issues. When contacting Licensor for Support, Customer should assign an initial severity based
on the severity level classifications listed below, and, should provide a detailed description of the issue or support
request. The initial assignment of severity may be raised or lowered by Licensor, in its reasonable discretion,
based on the information provided by Customer and/or subsequent diagnosis or rernediation efforts, including the
availability of a work-around.
Description
A problem with the Software which renders the Software inoperative or causes a
significant and ongoing interruption to Customer's business activities, 7e
...........---------- 1---.1-1.................. ------- ...........
..................
2 A problem with the Software which degrades or disrupts operation,but does not
cause a significant and ongoing interruption to Customer's business activities,
3 A problem with the Software which has only a minor impact on Customer's
business activities,or for which an acceptable work-around is readily available,
4 General questions,suggestions,and feedback pertaining to use and operation of
the Software.
(d) Initial Response; Status Updates. Licensor will use commercially reasonable efforts to provide an initial
response and ongoing status updates for support requests within the target timeframes listed below. All
timeframes are during Licensor's normal business hours only, and are further subject to Customer providing all
information and assistance reasonably requested in connection therewith., Licensor will)escalate support requests
through its technical,support channels as necessary to address covered support issues.
Lev!al Initial Resporkse 'Status:-Update
1 2 hours Daily until workaround or correction available.
2 4 hours Every,2 days until workaround or correction available.
3 1 day As necessary or upon request.
2 days As necessary or upon request.
(e) Remote,Access, Upon request,Customer will provide Licensor remote access to Customer's computer system
for the purpose of remote diagnostics. Any such remote access will be subject to Customer's remote access
security policies and procedures as communicated to Licensor at the time.
(f) On-Site Visits. If in the reasonable judgment of the parties,an onsite visit to Customer's facility is necessary to
resolve a:critical problem,Licensor will make an onsite visit. If the critical problem was not caused by a defect in
the current or immediately preceding release of the Software or is otherwise outside of warranty and Support
coverage,Customer will reimburse Licensor for the onsite visit at Licensor's then-current daily consulting rate plus
reimbursement of travel and expenses.
E. Managed Services
Legal Files offers Managed Services for on premise or hosted installations of the Software.
The server-side components of the Software are comprised of the Web Server containing the Legal Files Web
Application,the Database Server which houses the Legal Files Database,the Document Store which contains all the
documents and attachments stored within the Software, and the services and peripheral components such as
Document Generation and Document Text Search.
In the Managed Services model,Legal Files will install and configure these components,which,includes deploying
Operating System upgrades and implementing upgrades to the server side components as necessary, General
server troubleshooting and support issues involving server-side components are also included in the Managed
Services model.
Managed'Services are custom-quoted by Legal Files based on the nature of Customer's deployment.Customer is
responsible for providing all remote access and administrative privileges necessary for Legal Files to provide the
Managed Services,and for obtaining any necessary permissions if hosting with a third party hosting provider.
Wu
Exhibit C
Order Form
Customer: Monroe County, Florida
Order Date.- October 21, 2022
Customer's purchase includes the following Legal Files software and professional services:
Description Price Qty Cost
Legal Files'"" Narned User,License $1,190/user 15 $17,850
Legal Files"'Server License $2,995 1 $2,995
Maintenance and Support—One Year Subscription 20%License Fees $4,169
License and Support Subtotal: $25,014
System Administration Training $1,500/day 2 $3,0001
Configuration Assistance $1,500/day 1 $1,500
End User Training $1,500/day 3 $4,500
Project Sessions-Management $200/hour 16 $3,200
Remote Installation Support $200/hour 8 No Charge
Implementation Services subtotal- $12,200
Custom Data Conversion $200/hour 0 $0
Custom Programming $200/hour 0 $0
Additional Services Subtotal- $0
Total: $37,214
Note 1: Total identified above is due and payable 50%w0 placement of order, balance on installation. Any
additional services ordered by Customer are billed as incurred arid due net 30 days after date of invoice.
Note 2': Software is licensed on a per named non-concurrent) user basis. Licensor will honor per user
incense pricing above for twelve(12) months after initial purchase; thereafter,additional user,licenses
may be purchased at Licensor's then Current pricing.
Nate 3: Maintenance and support is for an initial one(1)year subscription, commencing on installation,and is
priced as a percentage of the total License Fees ordered by Customer. Maintenance and support
pricing will be adjusted automatically based on any additional modules and licenses purchased by
Customer,with prorated payment due for'any adjustment made mid-term. Additionally, Licensor
reserves the right to increase maintenance and support pricing by an amount not to exceed five percent
(5%) per year over Customer's then-current pricing, assuming the same number of licenses and users.
Note 4: Any out-of-scope services requested by Customer shall be billed monthly in arrears,at Licensor's then-
current rates,and due net 30 days after receipt of invoice.
Note 5: All fees are exclusive of travel,meals,lodging and expenses for on-site services,which will be invoiced
by Licensor as reasonably incurred and reimbursed by Customer net thirty(30)days after date of
invoice. Expenses,of transportation submitted by Licensor in writing for travel authorized by the
COUNTY,will be reimbursed but only to the extent and in the amounts authorized by Section 112.061,
Florida Statutes,
Note 6; Any services scheduled and subsequently cancelled by Customer are subject to the following
cancellation charges,plus reimbursement of non-recoverable travel and expenses:
* 15 days or more notice of cancellation—no cancellation charge,
* Less than 15 days notice of cancellation-100%daily rate for scheduled days and personnel.
SWORN STATEMENT UNDER ORDINANCE Nt . 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
",-Legal Files Software, hic.
(Company)
"...warrants that h ^/it has not employed, retained o�r otherwise had act on his/her behalf any
former County officer or employee in violation of Section 2 of Ordinance No. 010-19901 or any
COUnty officer or empioyee in violation of Section 3 of Ord4iancie No, 0 10-1990. For breach or
violation of this provlsion the County may, in its discretion, terminate this Agreement withOlUt
liability and may also, in its discretion, deduct from the Agreement or PUrchase price, or otherwise
recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the
former COUnty officer or employee,"
Date�
STATE OF-
COUNTY OF, Sangamon
SUbsc rib ed and sworn to (or affirmed) before n,ie, try mearis of"A"physical presence or 0 online
notarization, on September 15, 2022 (date)
by John Kan,oski (name o I affj a nt)I He/She is personally
known to me or has prodUced CEO (type of identificshoo) as
identification,
SHANNON M HERMES
offlda�SeaI
M] 1,11—,' 1 1 TARY PUBLIC[Notary public �State of Illinois NO
MY Commission Expires,Dec 5, 2023 unissir My Con in Expires: 2,
DRUG-FREE WORKPLACE FORM
TI'le Unders;igned vef ndoi in, accordance with Florida StatUte 287.087 hereby dfpesthal:
Legar Files Software, fnc-
�Nariie of Business)
1. Pt blish a staternent notifying en,iployees that the UnlaWfUl IIIURAaCklre, distribution,
cfisr,°sensilng, f.-wssessiorj, or us(- of as controlled SUI)stance is inj 11-re workplace
and specffyinjj the actions that will be lzikel'i �ugainSt efTlployees fc,,r violafik:n, of sluch
prol-iib4iorf,
2, informs enipk)yees about the dangers of drug abuse in the workplace, ti'ie b�..is ness' policy
of rnaintainirig a drLJg-free workplace, any available drug counseling, rehabilitation, and
ernployee assistance prograrns, and the 1.)enalfies that may be inipr,,)sed UPOFI emiployees
foi dl-Ug ,�ibuse, violations,
3, Give each ernployee engaged in providing the cornmodities or contrachial services that
are under t,)id a copy of the stateirient speclified in subsection (1).,
at, In [he statement specified iri SUbsection (1), notiry the employees 0'iat, as a condition of
worklrrg on V'ue cornmodifies or contractual services that are Under bkl, U"ne ernployee wfll
abk]e by fl,ie terryjs of the staternent arid will!, nwify the erriployer of °:R)y crmvnctiori of, of
1,,)le-a of guilty of- nolo, contenclere to, any violation of Chapter 893 (Horida Statutes) of, of,
any controlled substance law of'the United States or any state, for viokation OCCLUTIngl ill
tht-': workptace� no, later than five (5,) day,,:; aftel' SLICII COnViCtiOl").
5, ln"lposra a sanction on, or reqUire the satisfactory participation iri a dnnq a'ilxjse assistance
or rehabilitation prograrn if su(,-,h is availalzk in Me eniployee ,,,, comrriunRy, of, any
ernployee who is so convicted.
6. I'Vlako as golod faith effort to continue to maintain a drug-free viorkplace through
of this section.
As the person aUthorized to sign the siale-li-ferit, I certify that this firai, fully wRi'l the above
requkernents,
(Signal.t, e)
I'Dale:
STATE OF:
COUNTY ('.)F: Sarlgaf"Orl
SUbscribed arid swon"i W (or affirmed) before rne, [)y fneans of hysical parr. serwe or IA online
notarization, On Sqxunbes 15, 2022
(date)
by J01111 (nanie of affiant), He/Si'ue ki persorlafly
kriown to rrie or has produced CE-0 (type of
idenfificatk,,)n) as identification.
I 7SHIANNON'M HCRME�
Official Seal My Con-frniss�on Expures'.
Notary Public-state of Minais
MY COMMission,Expires Dec 5,, 2023
PUBLIC ENI�TITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not subrnit a bid on a contract to provide any goods or services to a public
entity, may not subrnit a bid on a contract with a public entity for the construction or repair of a
public bu!ilding or public work, may not submit bids on leases,of real property to public entity, may
not be awarded or perforrn work as a CONTRACTOR, SUPPlief, subcontractor, or CONTRACTOR
Under a contract with any public entity, and miry not transact bUsiness with any public entity in
excess of the threshold' arnOUnt provided in Section 287,017, for CATEGORY TWO for a period
of 36 months frorn the date of being placed on the convicted vendor list,"
I have read the above and state that neither John Kanoski (Respondent's narne)
nor any Affiliate has been placed on the convicted vendor list within the last 36 months.
(Signaturoo
Date:
STATE OF: Illinois
COUNTY OF: Sangamon
Sulu scribed and sworn to (or affirl-ned) before me, by means of physical presence or, 0 online
notarization, on Septe nib er 15, 2022 (date)
by John Kano frig (riaine of affiant), He/She is personally known
to me or has produced CEO' (type of identificaflon) als
identification.
�,Z
SHANNON m HERMFS
Offlcw Seal N OT PUBLIC
Notary Public- State or 111i,10j,
m
MY Commission Exores Dec 5, My Co mission Expires.-
20�23
=3