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09/21/2023 to 09/20/2024 Agreement Monroe County Purchasing Policy and Procedures ATTACHMENT D.6 COUNTY ADMINISTRATOR CONTRACT RENEWAL FORM FOR CONTRACTS $100,000.00 and Under Contract with: Legal Files Contract 4 Renewal Date: 9/21/23 Expiration Date: 9/20/24 Contract Renewal Notes: Case Management Software,documont management, alendaring etc. Contract automatically renews annually unless 60 days prior written notice of cancellation is given. FAILURE TO MEET ONE OR MORE OF THE CONDITIONS SET FORTH BELOW WILL REQUIRE APPROVAL BY THE BOCC ❑The BOCC approved agreement provided for a renewal subject to the terms and conditions set forth in in the initial contract. 0 The Contractor has performed in a satisfactory manner and the contract manager has verified satisfactory performance ❑ The Contractor has requested and agrees to renewal (renewal agreement should first be signed by Contractor) ❑ The renewal period is set forth in the BOCC approved agreement 8 The total cumulative value, including any Consumer Price Index (CPI) increase, of the renewal is $100,000.00 and under The following Contract Manager has verified that the above conditions have been met. Contract Manager: Abra Campo 3471 County Attdrnoy/ tdip 7 (Name) (Ext.) (Department/Stop 4) Revised BOCC 4/19/23 ?.- Page 85 of 105 Monroe County Purchasing Policy and Procedures ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT.SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Leg al,FINS Contract 9 Effective Date: 9/2�1/2 Expiration Date: 9/20/24 Contract Purpose/Description: Case Management Software;document management,calendaring etc, Contract automatically renews annually unless 6G,days prior written notice of cancellation is given.. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Abra Campo 3471 County Attom y/Stop 7' CONTRACT COSTS Total Dollar Value of Contract: $ 41, 00 ' Current Year Portion: $ 4,169.00 (must be$100,000.00 or less) (If multiyear agreement then requires BOCC approval,unless the fou I C1 111111 1t16vcuInloiinP iS WO llr loss}. Budgeted? YAK No ❑ Grant: $ County Match: $ Fund/Cost Center/Spend Category: 001-67501-530 20-00084 ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: Maintenance and support($4,169/yr) (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Required: YES ❑NO 0 CONTRACT REVIEW Reviewer Date In Department Head Signature: ` County Attorney Signature: Risk Management Signature: r eu Purchasing Signature: Lisa Abreu Digitally 202i.08.09gned Lisa Abr-0 Date:2023.08.09 10:02:11-04'00' John Quinn Digitally signed by John Quinn OMB Signature: Date:2023.08.09 10:22:03-04'00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 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;Te r (a)Term oAgree ment, 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 inon-renewal. Noni-reniewal of Support will not result in, termination of Customer's license, to the Software; however, Customer vwilli 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-, (1) if the other party materially breaches this Agreement or the Order(including non-payment)and fails to cure the breach within 30 days(or 15 days for non-payment) after receiving written notice thereof; (Ill 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('iii),for any other basis expressly set forth in the applicable Order. Iv)For Contracts of any amount,ijf the Customer determines that the Licensor has,submitted a false certification under Section, 287.13,5(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 agen:cy'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 287.135(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 THl IS AGREEMENT AND/O,R A CORRESPONDING ORDER DUE TO A BREACH OF SECTION!2.LICENSE OR SECTION 3. LICENSE RESTRICTIONS:(a)Customer's ILIuCE11NSE 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, IS, 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 Ulpdate,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 by 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 NO' O1O49B0 MONROE COUNTY, FLORIDA ETHICS CLAUSE ,,Legal Files Software, Inc. "...warrants thsthe/it has not enmp|ovad, retained or otherwise had act on him/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its dhmcnetimn, terminate this Agneannemd without liability and may also, in its discretion,deduct from the Agreement or purchase price, or otherwise nanowar, the full amount of any fee, nornnn(ssion, peruontoQa, gift` or consideration paid to the former County officer or employee." (Signatu�,�Y) STATE OF: Illinois COUNTY OF: Sangamon Subscdbed and sworn to (or affirmed) before me, by means ofKphysical presence or 0 online notarization, on September 15. 2022 (dote) by JphON-anoSki (name of aMiont). He/She | r has produced (type of identification) wa identification. Official Seat ."4vNOTARY PUBLIC NotarY Public-State of Illinois My Commission Expires: DRUG-FREE WORKPLACE FORM The undersigned vendorinaccordonoevvithF|orida Statute 287.087 hereby certifies that: Legal Files Software, Inc. (Name of Business) 1. Publish a statement notifying employees that the unlawful nnenufmcb/na, distr\buhon, dimpensing, possession. mr use ofocontrolled substance is prohibited in the workplace and specifying the actions that will be taken against ornp|oyaeo for violations of such prohibition. 2. Inform employees about the dangers Df drug abuse iD the workplace, the business' policy of maintaining a drug-free vmbrkp|ace, any available drug ooVnso}inQ, rahmbUibaUon, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid o copy of the statement specified |n subsection (1)' 4. In the statement specified in subsection /1\, notify the employees that, as a condition of working on the commodities or contractual services that are under bid. the employee will abide by the toDnG of the statement and will notify the employer of any conviction of, or plea of guilty or no|o mnntende[e to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's oornrnunity, or any employee who iomoconvicted. G. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. Ae the person authorized io sign the statement, | certify that this firm complies fully with the above requirements. STATE OF: Illinois COUNTY OF: Sangamon Subscribed and mwonnto (or affirmed) before me, bv means of V physical presence o[ [] online notarization, oSeptember 15 2022 / (date) PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit n bid one contract bm provide any goods or services toopublic entih/, may not submit m bid on o contract with m public entity for the construction or repair of public building or public work, may not submit bids mn leases of real property tupublic enUty, may not be awarded or perform work as a CONTRACTOR,supplier, subcontractor, or CONTRACTOR under contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of36months from the date uf being placed on the convicted vendor UsL" | have read the above and state that neither JOhDKaOoGW (Respondent's name) nor any Affiliate has been placed onthe convicted vendor list within the last 3Gmonths. (Signatur,ki q STATE OF: Illinois COUNTY OF: Sangamon Subscribed and svvomo to (or affirmed) before mu, by means of O0 ohyeioa| presence or [] online notarization, on September 15 2022 (date) by John Kanoski (name ofafUamt). He/She 4personally known ) Ci�bor has produced (type of identification) as identification. DATE(MM/DD/YYYY) AC"R" CERTIFICATE OF LIABILITY INSURANCE 08/01/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT- If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Heidi Gibson NAME: TROXELL PHONEo (217)528-7533 FAX N Ext: C,No (217)528-1041 A/C A/ 214 South Grand Ave West E-MAIL h ibson troxellins.com ADDRESS: g INSURER(S)AFFORDING COVERAGE NAIC# Springfield IL 62704 INSURERA: Cincinnati Indemnity Co 23280 INSURED INSURER B: Cincinnati Casualty Company 28665 Legal Files Software,Inc. INSURER C: Hartford Fire Insurance Co 19682 801 S.Durkin Drive INSURER D: INSURER E: Springfield IL 62704-6027 INSURER F: COVERAGES CERTIFICATE NUMBER. CL2362243884 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCEAUULbUbK POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE FX OCCUR PREM SDAMAGES Ea oNcurrDence $ 2,000,000 MED EXP(Any one person) $ 10,000 A ECP0653778 06/06/2022 06/06/2025 PERSONAL&ADV INJURY $ 2,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY ❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $ 4'000'000 PJECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED EBA0653778 06/06/2023 06/06/2024 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED �/ NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY /� AUTOS ONLY Per accident Medical payments $ 5,000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 A EXCESS LIAB CLAIMS-MADE ECP0653778 06/06/2022 06/06/2025 AGGREGATE $ 1,000,000 DED I I RETENTION $ $ WORKERS COMPENSATION X STATUTE EORH AND EMPLOYERS'LIABILITY Y/N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ B OFFICER/MEMBEREXCLUDED? ❑ N/A EWC0653774 06/06/2023 06/06/2024 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Technology Errors&Omissions Each Glitch $2,000,000 C Cyber Privacy/Security 83TE0225091-22 06/23/2023 06/23/2024 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County BOCC is additional insured in respects to the general liability,auto liability,and cyber liability per written contract,subject to the terms and conditions of the policy. 23 CERTIFICATE HOLDER CANCELLATION WAW � SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Monroe County BOCC ACCORDANCE WITH THE POLICY PROVISIONS. 500 Whitehead St AUTHORIZED REPRESENTATIVE Key West FL 33040 ©1988-2015 ACORD CORPORATION. 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