HomeMy WebLinkAboutContract 31061-R1 CS STARS CONTRACT NOS
CITY SECW
RENEWAL L AGREE ENS`
This RENEWAL AGREEMENT "Renee a ' is entered into as of February 14, 2101'3(the
"Effective Date"') between CS STARS L C "'CS STARS and the City of Fort:Worth,`de s
("Client')to amend the M'&C P-1 0018 GENERAL TERMS AND CONDITIONS OF AGREEMENT
FOR STAR STM PROGRAM AND SERVICES entered into by the parties on or about November 15,
2004 as amended,the"Agreement').
The parties, in consid rati �n of the mutual covenants and agreements,stated herein, and other good,
valuable and legal,lly sufficient consideration as set forth in this Renewal,the receipt and sufficiency of
which are hereby acknowledged, agree as follows:
1. Renewal.
1.1 Renewal,. The parties hereby agree to renew the Agreement, as amended by this
Renewal, through February 1 , 2016 the "Renewal Term"). U ri expiration of the Renewal Term,
Client shill be entitled to further renew the Agreement, including all applicable Statements of Wort
attached thereto, on mutually acceptable terms for two consecutive onus-year terms each, an
"Ad 'itil nail Renewal Term" - provided, however,that Client:
(i)is not in breach of the Agreement and is current on all amounts due CS STARS under the
Agreement;
(iii)give's CS STARS written notice of Client's intention to renew at least sixty 6 days prier to the
expiration of the Renewal Teruo or the fiat Additional Renewal Term, as the case may he and
(iii) acknowledges, and agrees, that: 1 " for each Additional Renewal Term, CS STARS shall he
entitled to increase the Annual, Fee charged to Client by five percent 5% over the Annual Fee
charged to Client in the prior contract year for the same Services and licenses, 2 Client will also he
responsible for all Fees and expenses associated with any additional Services agreed upon between
the parties at mutually acceptable rates; 3 the Licensed Software available to Client and supported
rted
by CS STARS daring an Additional renewal Terra may he a different version or release than as
available and supported during the Renewal Tern; and (4) in the event Client migrates, to a CS
STARS-hosted version of the software, additional terns and conditions may apply.
111. Amendment.
The parties agree to amend the Agreement as follows:
2.1 License Restrictions. Section 3 shall be amended as follows-
(
a) The eighth sentence set forth in Section 3 shall be ,amended effective as of the
Migration, Closure of Statement of Work #5 by deleting "(4,) copies of the program for your internal
use only for standard beck-up purposes or to test program upgrades in a test environment only and
not for any ether use or purpose whatsoever and.
Page I of 21 orrICIAL R%ORD v0512
E C E I V E D APR 2, 5 2013 CITY SECRUARY
IFT,WOR1,r",ITX
CS STARS
(b) The following shall, be inserted at the end of the first paragraph in Section 3.-
You may not(a)use or access the Program in a manner,or act otherwise in any manner,that
is intended,to or could be reasonably expected to damage, disable, overburden, or impair any
CS STARS server or the networks connected to any CS STARS server; (b,)interfere with,any
third party s:use and enjoyment of the Program; or(c)attempt to gain unauthorized access,to
the Program, accounts, computer systems, or networks connected to any CS STARS server
through hacking, password mining, or any other means. CS STARS acknowledges and
agrees that your use of the Program in accordance with this agreement shall not constitute a
violation of clause(a),of this paragraph.
2.2 Conflide ref imall"ty. Secti"on 4 shall be deleted, in its entirety and replaced by the following.-
(a) Confidential Information. Each party acknowledges and agrees that during the term of
this agreement it may be furnished with or otherwise have access to Confidential Information
as defined herein below) of the other party. The party that has received Confidential
Information (the "Receiving Party"), in fulfilling its obligations under this Section 4, shall
exercise; the same degree of care and protection with respect to the Confidential, Information
of the party that has disclosed Confidential Information to the Deceiving,Party(the"'Disclosing,
Party") that it exercises with respect to its own Confidential Information, but in no event shall
the Receiving Party exercise less than a reasonable standard of care. The Receiving Party
shall only use, access and disclose Confidential Information as necessary to fulfill its
obligations under this agreement, including any Statement of Work, or in exercise of its rights
expressly granted hereunder. Receiving, Party shall not directly or indirectly disclose, sell,
copy, distribute, republish, create derivative works fromi, demonstrate or allow any third party
to have access to any of Disclosing Party's Confidential Information- provided, however, that:
(i)(1) Receiving Party may disclose the Disclosing Party's Confidential Information, to its
Affiliates who have a need to know, and (2) CS STARS shall have a right to disclose your
Confidential Information to your affiliates and service providers, and CS ST RS's employees
and other agents who have a need to know and are bound by confidentiality obligations
substantially similar to the confidentiality obligations set forth in the Agreement; and (i'i)all use
of the Disclosing Party's Confidential information shalil be subject to all the restrictions set forth
in this agreement.
(b) Definition. "Confidential Information" shall mean, collectively, this agreement, as well as
all confidential and proprietary information of a party,, including, without limitation, regarding a
party's business plans and strategies; products and technology; software, source code and,
object code; cliients, or prospective clients; data models; inventions, developments, formulae
and processes; know-how; show-how, discoveries, improvements, works, of authorship,
concepts, mask works, and ideas, or expressions thereof, whether or not subject to patents,
copyright, trademark,
i trade secret protection or other intellectual, property right protection in
the United States, or elsewhere); and whether or not stored, compiled or memorialized
physically, electroni,caliliy, graphically, photographically or in writing�. Client Data shall be
considered your Confidential Information., As between CS STARS, and Client, CS STARS
acknowledges that Client is the exclusive owner of all right,title and interest in and to all Client
Data, regardless of any storage of or revision to such Client Data, by CS STARS.,
Notwithstanding the foregoing,the parties hereby acknowledge and agree that,with respect to
any report that contains Client Data and is created for use with the Licensed Software, (a
"Generated Report"'), (i) all Client Data in such Generated Report shall be considered
Confidential Information of Client,and(ii)the template format of the Generated Report shall be
considered part of the Licensed Software. Client shall have the right, subject to Section 13,to
reproduce and distribute Generated Reports among Client and its Affiliates.
Page 2 of 21 v01512
CS STARS
(c) Exclusions. The following information shall not be considered Confidential Information
subject to this Section 4: (i) information that is publicly available or later becomes available
other than through a breach of this agreement; (ii) information that is known to the Receiving
Party or its,employees, agents or representatives prior to such disclosure or is independently
developed' by the Receiving Party or its employees, agents or representatives subsequent to
such disclosure- or (iii) information that is subsequently lawfully obtained by the Receiving
Party or its employees, agents or representatives from a third party without obligations, of
confidentiality. If the Receiving Party is required by law to disclose any portion of the
Disclosing Party's Confidential, Information, including,, without limitation,, pursuant to the terms,
of a, subpoena, court order or otherwise by applicable law, Receiving Party shall give prior
timely notice of such disclosure to Disclosing Party to permit Disclos,ing Party to seek a
protective or similar order, and, absent the entry of such an order, Receiving Party shall
disclose only such Confidential Information as is necessary be disclosed in response to such
subpoena, court order or other similar document.
(d) Survival. The obligations set, forth in this Section, 4 shall expire two (2), years, after
termination or elxpliratioln of this agreement; provided,, however, that the confidentiality
obiligations, for any data model,, system architecture, application algorithm or any other
Confidential Information explicitly identified by CS STARS as a trade secret shall survive the
termination or expiration of this agreement for as long as such Confidential Information
remains a trade secret.
(e) Open Records Act. Notwithstanding the foregoing, CS STARS understands and
acknowledges that Client has informed CS STARS that Client is a public entity under the
laws of the State of Texas, and as such, the following information may be subject to
disclosure under Chapter 552 of the Texas, Government Code, the Texas Public
Information, Act (the "Act") - 1) all documents and data held by the City, including
information, obtained from CS STARS and 2) information held by CS STARS for or on
behalf of Client that relates to the transaction of Client's business and to which Client has
a right of access. If the Client receives, a request for any documents that may reveal, any
of CS STARS's proprietary information under the Act, or by any other legal process, law,
rule, or judicial order by a court of competent jurisdiction, Client will notify CS STARS in
advance of any disclosure of such documents and shall only disclose CS STARS s,
Confidential Information to the extent required by law. Client shall not be liable or
responsible in any way for the disclosure of information in accordance with this
Agreement and, as required by the Act or any other applicable law or court order. In the
event there is a request for such information, it will be the responsibility of CS STARS to
submit reasons objecting to disclosure. A, determination, on whether such reasons are
sufficient willl not be decided by the Client, but by the Office of the Attorney General of
the State of Texas, or by a court of competent jurisdiction.
2.3 Limitations of Liability.
(a,) The following shall be inserted at the end of Selctioins, 10 and I I
This Section shall apply to the fullest extent permitted by applicable law and to all causes of
action, including, without limitation, breach of contract, breach of warranty, negligence, strict
liability,misrepresentation,and other torts.
(b) Section 11 shall be further amended by iinserting "DURING THiE RENEWAL TERM"
at the end of the first sentence.
Page 3 of 2,1 v0512
CS S ARS
2.4 Confidentiality. The following shall, be inserted as new Section 20 to the Agreement:
20. Access by Client's Third-Plarty Service Providers; Restrictions.
Notwithstanding any other provision of the Agreement, CS, STARS hereby grants to
Client the right to permit Cl'ient's th:ird-pa,rty service providers, providing services to, on
behalf of, or for the Client (and not as a service bureau) (each, a ",service l Provider") to
access and use the Program solely in accordance with the terms of the Agreement,
provided, however, that.,
(a) except as otherwise expressly agreed by CS STARS in writing, no such
Service Provider may be engaged in, or be an affiliate or subsidiary of any person
or entity engaged in, the claims, compliance or risk management software
business;
(b) Client shall provide thirty (30) days'' advance written notice of such Service
Provider to CS STARS and, CS STARS may object to such Service Provider within
fifteen, (1,5) days, of CS STARS's receipt of such notice from Client, in which case
such Service Provider may not access or use the Program;
(c) no Service Provider shall have any right to access or use the Program unless
the Service Provider has agreed in writing in advance to be bound by the Third-
Party Licensee Agreement attached hereto as Exhibit B; and
(d) the total number of individuals using, or accessing the Program (including
Service Provider users) (each, a "Seat") does not exceed the number of Seats
allowed pursuant to the Agreement.
Client acknow,ledges and agrees that*
(i) any rights,granted hereunder with respect to the Program to any of Client"s Service
Providers shall expire or terminate immediately upon the expiration or termination of the
Agreement in accordance with its terms;
(ii) each, Seat shall access and use the Program through a unique and reasonably
secure usierniame/'usier identification,and password. No Seat may use the ulsername/user
identification, or password, of any other Seat, per vided, holwev r, that Client's and
Client's Service Providers' system administrators may use the username/u,ser
identification and, password of another Seat where reasonably necessary for
administrative or security purposes;
(iii) all access and use of the Program by Client's Service Providers shall be subject to
all of the terms and conditions of the Agreement, as amended,
(i,v) Client shall be fully responsible for (1) ensuring the compliance of all such Service
Providers of Client's with, the terms and conditions, of the Agreement, as amended; and
(2) all violations of the terms and conditions of the Agreement,, as amended, by Client's
Service Providers-
0
(v) Client shall establish and maintain reasonable and appropriate administrative,
technical and procedural safeguards ("Safeguards") to prevent unauthorized access to,
reproduction of, or use of the Program. Such Safeguards shall be at least equivalent to
those established and maintained by Client to protect its own proprietary and/or
confidential information of a similar nature to the Program; and
Page 4 of 21 v0512
CS STARS
(vi) in the event Client discovers or is notified of an actual or suspected infringement or
misappropriation, of the rights of CS STARS or its licensors in or to the Program, or any
component thereof, or any unauthorized disclosure of, access to, or use of the Program
(each, an "Infringement"), Client shall- (1) immediately notify CS STARS, of such known
or suspected Infringement-, and (2)terminate such Infringement if and,to the extent within
Client's or its affiliates' or Service Providers I control.
lit. Miscellaneous.
3.1 Statement of Work; Incorporation. The Schedules and Exhibits he�reto shall be
incorporated into and made a part of the Agreement. For the avoidance of doubt, Statement of
Work#2 regarding the Medicare Section 1,11 Solution ("'SOW#71) shall automatically renew-through
February 14, 2016, in accordance with its terms. The parties acknowledge and agree that: (a) the
Annual, Fee for SOW#2 during the Renewal Term will be $21,000 (plus any applicable taxes), and (bi)
such fees willl be invoiced by CS STARS on February 15, 2013, February 15, 2014 and February 151,
2015, and payable,by Client in accordance with the terms of the Agreement.
3.2 No Modification. The Agreement, as herein amended, is the complete statement, of the
agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior
oral and written agreements, including, without limitation, any prior, concurrent or subsequent
purchase orders, or like doicumentation issued by Client, with respect to the subject matter hereof.
Except as expressly modified in this Renewal, the Agreement remains unchanged and in full force
and effect. All other provisions of the Agreement will remain in full force and, effect; provided,
however, that in, the event of conflict between the Agreement and this Renewal, the terms of this
Renewal shell be controlilingi.
3.3 Authority. THE PERSON(S) SIGNING AND EXECUTING THIS RENEWAL ON BEHALF
OF EACH' PARTY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE
AUTHORITY TO EXECUTE THIS RENEWAL ON, BEHALF OF THAT PARTY AND TO VALIDLY
AND LEGALLY BIND, HIS OR HER PARTY TO ALL THE TERMS,, PERFORMANCES, AN
PROVISIONS, HEREIN.
Page 5 of 21 v0512
..........
CS STARS
IN WITNESS WHEREOF,the undersigned have duly executed this Renewal, or have
caused this Renewal to be duly executed on their behalf, as of the Effective Date.
Agreed to: Agreed to:
CS STARS L,LC The City of Fort Worth,Texas
if 10
r d� tzt
By -14� B *004
A 6thoriz d Signature
Authorized Signature
Name(type or print): Karen Rutledge Name(type or print):
Title-, Client Executive, Title.-
Date.- 03/10/2013 Date:
Address-. 1717 Main Street,44th Floor Address:
Dallas, TX75201
Please return, a cTj of this Renewal Agreement to the.persons shown above.
Page 6 of 21 v051 2
CS STARS
Exhibit A:
CS STARSI State ent of Work #4,
for CITY OF FOr%T WORTH,
ML Ar AR
TE AAS,
MM MENNEN MENE ONE
Karen Rutledge,Client Executive
CS STARS LLC
17117 Main Street,44th Floor
Dallas,TX 75070
Phone:214-303-8439
Fax-.: 214-303-80W
Ernail- krutiedge@csstars.com
April 19,20�13
Version 1
This document and any recommendations, analysis, or advice provided by CS STARS herein (collectively, the
'Information") are intended solely for the entity identified as the recipient herein ("you"). This document contains
proprietary, confidential information of C'S STARS and may not be shared with any third party, including any
insurance producer, without CS STARS's prior written consent or as otherwise authorized by CS STARS. Any
statements concerning legal matters are not to be relied upon as legal advice,for which you should consult your own
professional advisors. Any modeling,, analytics or projections are subject to inherent uncertainty, and the
Information could be materially affected if any underlying assumptions, conditions, infortilation, or factors are
inaccurate or incomplete or should change. Except as may be expressly set forth in the Agreement, CS STARS
makes no representation or warranty in or with respect to this doctinient, shall have no obligation to update the
Information and shall have no liability to you or any other party with regard to the fnforniation.
Plaqe 7 of 21 v0512
A01wo Apoft
koo b S T,A R S
Table of Contents
RENEWALAGREEMENT..................I...........04 0 0 Wool movan*60will 46011001140""lostowma Nommewsmil a"Name WOMEN
1. Maintenance Services,anId Support.........0 On***En 64ml wosso 0 80*0404 AlPlas 000100100 Boa$086040,410 OWN)OW also 0 0*0&nwim,n0000 ■
A. Sloftware Product Licenses and Maintenance............................ 1110
Be Custom Software Maintenance.............. ....... ....................... 10
C. 'Technical Services..........'....,.......................I....�.. .I......-.... �.4 1.............1. 111
Do Ongoing Services and Travel.............. ................ ......................... 12
2,. Pricing and Invoice Schedule........ ...0i*0110sif XMAs**Bias No me**...also 13,
3. Statement of Work Approval wwwwwwwMl PMwwwwwNk wMW ON 5001 event a 01I**N Nso OSMOVI M"%*wqmMI%W1"but atooloIm Bosoms 0,0910*1 NEW****SAO**ami 4:4 Sam 13
Local Installation Appendix.....1.1.1.441 Was,6*10*so****IN mi lill meows 60*000 0*mi 640*0001 Al msM#IWM a*mUSI oI*00040*weopeow w 11iw NIw wII ww 14
Work Order Appendix......... ........:.I....... IN wMF#II a a"1 4 0 V,0 IF a 0 0 2 a mi 0 w7Aww II5
FinancialAppendix A...................A.............A A..A..of assess VVIA1101 a so"Oso"0**Aging IN*1011AINVIV*.,***so we vim A a a saw,imissom an* 6
Pliage 8 of 2 1 v0512
i
CS R ,S
Statement of Work #4 for STARsTM SloflWare
This Statement of Work#4("'Statement,of Work")describes services to be performed by CS STARS L (,":CS
STARS")for City of Fort Worth,Texas("ClIent"). This Statement of Work is subject to all the terms and
conditions of the Software License and Services Agreement,entered into by the parties on November 15,2,0104
(as amended,the"'Agreement"').
This Statement of Work is effective on February 15,21,013,(the"'SOW#4 Effective Date"")and will remain in
effect through February 14,2016,unless terminated sooner in accordance with the Agreement.,
Any capitalized terms not defined in this Statement of Work shall have the same definitions as set forth in the
Agreement.
1- Maintenance Services and Support- Ongoing software maintenance and related,support
2. Price and Payment Schedule- Cost breakout for project products and ongoing services
3. Statement of Work Approval
4. Appendices,and Additional Approvals: Additional details that,appily to information
contained in this Statement of Work
............ 'W"I O"'W.................
Page 9 of 21 v0512
CS STARS
i
1. Mai ntenanc,e Services and Support
The following describes the services included for the ongoing maintenance of this account.
CS STARS will license the following software,to client in accordance thug tonne and conditions of the
Agreement:
A Software Product Licenses and Maintenance
Core Softa a Deliverables y iescrl w o w
STARS*1m Professional,Edition � 4 5 named User licenses
9� Version 8.10 of STARS T" Professional Edition.
STARS TM Web Version 8.10 of STARSTM Web
1100 named gear licenses
Upgrades rades Solely with respect to the STARS Enterprise Edition,any
(Applicable solely to Upgrades to the STARS TM Software for the Edition licensed ender
STARS m Enterprise Edition the Agreement that are generally released during the term of this
and after Migration closure Statement of Work.
of S0W#5 The term"Migration closure"1 shall have the meaning as set forth in
Statement of Work 5 ��S W 1 .
...............Migrations..w m �
(for neon C The,parties acknowledge and agree that Client is to be migrated to
Enterprise olilent , only) I STARSTm Enterprise Edition pursuant to SOW#5. Migrations to
new CS STARS software platforms are not included in this
Statement of Work and will require on additional SOW i.e•
migration from STARS TM Professional l d'ition to STARS T '
Enterprise).
Client may contact its CS STARS service representative to obtain a
pricing indication for a migration to a new CS STARS software
platform.
Although migration itself is not included in this Statement of Work, s
the per-lour cost for support services will remain the sane before
" and after any such migration(see Section D,for rates on Customer
Support fours)..
B. Custom Software Maintenance
.........�� �. ...�.o
Deliverable Description
f
Maintenance of Custom Solutions � Maintenances services related to custom plug-ins included in
attached Project Scope and (Deliverables section are included in
'this Statement of Work.
Custom Plug-In 1 BSo Interface
mmiomnia wuuww wwwan�orwruumwmm it i Wwu oouim i iu....
Page 10 of 21 v0512
C. Technilical,%,. rioces
....................................................
Doscrip tlon 'What's Included In this,Dolivoriable
....................................... .........
Local, Installation Client hosted software ik' 'Cli�ent will maintain installed software on user
on,a SOL,Server mach�ines,Citrix,terminal servers,etc.
(Applicable soliely from
1 20010 or SOL Server Client requested assistance with Client
SOW'#4 Effect*lve Date,
2005 environment will be billed'against the Client
through Migration
Support Hou�rs,or can be purchased separately
C�losure of SOW#5) 11
at CS STARS s then-current rates for such
services at the time of the request.
lk Please see Local Hoist Appiendix for additional
details.
10 Client,acknowledges and agrees that CS
STARS,does not support the Software for any
versions of S Server maintained by Client
other than SOL Server 2000 or S Server
2005.
Installation,maintenance,tuning,administration:or enhancement,of Client system environment,networks,
servers,or other equipment is not included thiis Statement olf Work.,
Client is responsiblie for complying with the minimum technical,requirements as provided in the Hardware
and Software Documentation.,
Page 1,1 of 21 v0512
CS STARS
D. Ongoing SeMees,and Travel
„„,,,.m
l'I'vera hats Included In IDeliverable
�.. �':a �..... �me m.._.
e _ �.e e.e _ m�.. _ _ m a m a
j Client' Support,Ac o t ackage of 50 annual Client,Support Hours is included in
Management and Consu ti�n
g thiis Statement of Work. Client may pre-purchase additional
Services, Client Support Hours packages in advance,of the complete
erosion of any package at the same rate of 5.0 hr.that
Clperut Gs charged for such Client Support fours in the initial
package. All Support Hours shall be billed and eroded in
uart l uuur prucrements*
Additional,Bence Hours purchased by Client after all Client
Support Hours have been eroded will be tilled as incurred at
S STARS'then-current rate at the time of the,request.
Support is offered during CS STARS normal business hours
which shall include,at a,r lair" um,, avallabliliity Monday
through Friday from,8:00 am until 5 m Central Time.
a CS STARS pl�l,err a urt rly bas,iis,, provide to client a
report of their total Client Support Hours used for the
I
colorudlar year,
Customer support,account manes ont and consulting
1 so ices r l tod to,maintenance,and ongoing use of the
1
Software. xa ples include,but are not limited to, service
time spent ore: user assistance with features,
1
trouhlushootln ,testing, project management,issues <<
management,er t,st wardship meetings,account,rruaruage of t,,
report configuratiom data reconcile tiom changes to existing
V
orb o s or system setup changes to data conversions or
changes to reports;technical,assistance,creation of events
l l and validations,maintenance of custom reports,status calls,
meetings,s and Documentation. 1
Work Orden Wort orders mI y be created by CS STARS end,lie nt for
Client requested additional Services not included in this
Statement of Work that will erode Client Support Hours. CS
STAR`will provide an estimate of the Client Support Hours
required for the additional Services. A sample of the
ti 1 information required for a Work,Order own he toured in the
+
Work Order Appendix to this Statement of Work,w
fOngoing Travel Travel may be required for Services inolud'in ,but not limited
to,training,working meetings,stewardship meetings, pro cot
meetings,and technical i services rop,uirod for Upgrades or,
installations.
Travel to and°gofer Client's Ft.Wolrth'TX l000tior ps included
Additional travel will be bidled at incurred and in accordance
1 with client's travel policy. �I
Pag�e 12 of 21 v0512
r
mum ummwm,wwmarvmuuwmamm¢mrawmmmmmuairvummmmmrund um uouumumumimrromimuuuuoiouWwmioummmi uuummumwommmmowimiommmmm�mmom miomouuu io m wmmmuummummmmmm mmimmmmummmr�m mwnmmmmmmomw mwlmi wam'mummuuuuuumoomuuummouumVm wwwmrvmwmmw!wumww
CS STARS
2. Pricing and Invoice Schedule
See Financial Appendix for additional billing details. Fees do not include a�pplicable taxes,. Al,l fees are subject
to U.S. State Sales Tax,where applicable.
I................................
Deliverable Fees
Payment Schedule
Year 1 Fees Annual Fee Billed quarterly, beginning on
$471760.00; SOW#4 Effective Date.
Year 2 Fees, Annual Fee Billed quarterly.
$47t760.00
. ...........
Year 3 Fees Annual Fee llll� Billed quarterly.
$471760.00
............. ....................,........... ................... .......
Escrow Fees $1,000 annually Billed quarterly
3. Statement f'Work Approval
This offer will expire on February 221 2013.
IN WITNESS WHEREOF,the undersigned have duly executed this Statement of Work,or have caused
this Statement of'Work to be duly executed on their behalf as of the SOW#4 Effective Date,
CS STARS LLC CITY OF FORT WORTH,TEXAS
Name Karen Rutledge Name
e.
0001
6L
Signature Sig ature
AMsW by*
N
M�ayl. KWef,-d
W- N. 11
Title Cl'ient Executive Title onq
Date 03/10/201,3 Date
S
APPROVED AS TO
OFFICIAL RECORD A I L LT .
AS '"oil!
CITYSECRETARY
FT,WORTH,,TX A V-N----tb1TY ATTORNEY
oft.
roe 0
........... MOOR
Page 13 of 21 V0512
CS STARS
Local Installation Appendix
Based on CS STARS's experience with locally hosted implementations, it has prepared the below list of
recommendations for Client. CS STARS strongly recommends that all locally-hosted clients meet these
guidelines. Should Client not be able to satisfy these recommendations,delivery timelines may be
affected and additional Client Support Hou�rs,may be eiroldeld. CS,STARS shall'not responsible for
Client's Inability to comply with the below recommendations.
Local installations will require local technology resource availability to support software implementations,
Upgrades and m�igrati�onsi.
Reco,ynendation Comment(s)
Certified Database Administrator(DBA)on-site Client,is responsible forinstallation and maintenance
or under contract to perform regular (including trouble shooting)of'database server.
maintenance, emergency support,database
exports and loads,performance tuning and
database installation and trouble shooting.
Certified software and hardware support
personnel on-site or under contract to perform
system maintenance, user maintenance and
system troubleshooting for hardware and
software related issues.,
Client should have two identical environments., This allows testing of changes in the test environment prior
One for a production system and another for a to rollout in a production environment,
test environment
Client is responsible for establishing and CS STARS recommends a minimum of daily backups to an
maintaining,recurring database backup routines offsite location.
and disaster recovery plann�ingi.
Provide a network diagram of the production This allows CS STARS to understand the unique
and test environments configuration of Client's environment in order to identify and,
-resolve issues proan ptly related to the system conufiguration.
Provide Virtual Private Network(VPN)access VPN1 access should include rights to install and register
to both the production and test environments files,,if these rights are not permitted then a contact,person,
with these rights,at the Client-site should be designated to
assist CS STARS to promptly install hot-fixes,point
releases,and custom solutions.
If there is a real-time 3rd party interface—In order to ensure
'the quality of the CUSTOM S UTION CS STARS
development and QA team will need access to the test
environment.
Provide access to both the production and test This allows CS STARS to quickly identify and resolve
databases(via database utility application such issues that are related to client Data. No Client Data
as SQL Plus) changes will be made by CS STARS to Client's system
without express written consent from Client.
Provide backup copy of'either production or test This allows CS STARS to better troubleshoot issues,test
database upon request by CS STARS features and develop and test custom solutions in the CS
STARS environment prior to delivery to ensure quality.
Initialed: CS STARS client
Page 14 of 21 v0512
CS STAIIRS
Work Order Appendix
A work order m ay be completed for all Client-requested additional Services not included in this
Statement of Work that will erode the Client,Support Hours. CS STARS will provide Client an initial
"ballpark"estimate,of the Client Support Hours required to complete the additional Services.
Sample Work Order Form
CS STARS Work Order
Cllient Name:
Project Name:
Project Description:
Project Requested by.-
Client Desired Timeline for Completion:
Additional Project Details:
CS STARS Estimated Project timeline".
CS STARS Estimated Project hours:
Initialed: CS STARS Cliente
Page 15 of 21 v051 2
C' S STARS
Financial Appendix
Main Glient Business Contact Ifformation
........................" ..............
Business,Contact Name Nancy McKenzie
..............
Business Contact Title Senior Risk Management Analyst
............
Business Contact Address 1000,Throckmorton Street, Ft.Worth,T'X 76102
Business Contact Phone 8117-392 7744
Business Contact Fax 817-392-5874
Business Contact Email Address Na�ncy,.mck,enzie@fortworthte,xas.gov
...........
Client 1131111inqIfformation
BililIing Contact Name Nancy MlicKenizie
Senior Risk Management Analyst
Billing Contact Title
------------
Billing Contact Address, 1000 Throck,morton Street, Ft.,Worth,TX 761021
(81�7)392-77144
Billing Contact Phone
Billing Contact Fax (817)392-5874
Billing Contact Email Address na�ncy,.mckenzie@fortworthtexas.golv
Client Tax Jurisdiction* Tax Exempt
Billing Currency 7 US
Preferred Invoicing Method Email
It Client has a tax exempt status,,please attach tax exempt form to this appendix. For European clip nts,please
iindicate VAT or No,VAT in this section as welll.
"'a meat Rem"ssion Details
Jill"
Colu 'eir Address, I
CS STARS Lockbioix for Ply meats, Overn!*qht d ASH Kre Instructions
CS STARS ILL C NA/PlIc.Fargo and -Regulus Bank: Wells I Fargo Bank
P.O. Box 201739, Attn:201739 CS STARS Dallas,TX
Dallas,TX 75320-1739 2975 Regent Blvd ABA- 1211 248
Irvin a.TX 7 063 Account No.:41X224 4 !
Initialed.- GS STARS Client
Page 16 of 21 v0512
CS, STARS
Exhibit
ThirdwParty Licensee Agreement
This THIRD-PARTY LICENSEE AGREEMENT (the"Agreement')is entered into between
[Th'Ird-Party L'icensee] (the"Compa and CS STARS LLC. (",CS STARS")on the day of
-,---,J 20 (the "Effectivve Date"'),.
WHEREAS, the City of Fort Worth, Texas(the"CiW')entered into a Software License and
Services Agreement(the"License")with CS STARS LLC("CS STARS')for the use of that certain
software, computer programs, databases, interfaces,commonly known as"'STARS"and related
documentation (collectively,the"Licensed System");
WHEREAS, pursuant to the License, CS STARS has granted City the right to allow
Company,to use and access the Licensed System solely in connection with the business of City and
solely for the purpose of performing and as necessary to perform Company's authorized duties for or
on behalf of City(the"Purpose")and
WHEREAS, City has requested that CS STARS grant,Company the right to use and access
the Licensed System for the Purpose only in accordance with the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements,stated herein,
and other good, valuable and legally sufficient consideration as set forth in this Agreement, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
I. Grant of License. CS STARS hereby grants Company a non-exclusive, non-transferable, non
,assignable, non-sublicensable, limited license to,access,display and use the Licensed System
solely for the Purpose,, but not for any other purpose or for any other company, and only in
accordance with and subject to the terms of this Agreement.
1111. Access and Use by Corn any. Company agrees it shall not use the Licensed System for any
purpose other than the Purpose. Company further agrees that it shall not disclose information
rega,rdli�ng or provide access to the Licensed System to any thirdi party except as authorized in writing
by GS STARS, provided however,that Company providing information to City in accordance with the
Purpose and the terms of this Agreement shall not constitute or be considered a prohibited
disclosure. Company,shall restrict access to the Licensed System to those of its employees whose
access is necessary for the performance of the services or functions required by the Purpose(each,
a "Seat). Company shall require all Seats to comply with the obligations contained in this
Agreement, and Company shall be fully responsible for ensuring the complliance,of such Seats.
111111. Foreign Use. If Company chooses to use or access the Licensed System from outside the
United States, Company is responsible for compliance with foreign and, local laws.
IV. Restricted Entity Status. The Licensed System is not available through CS STARS, its
licensors or City to any Restricted Entity. Company represents and warrants that it is not a Restricted
Entity and is not using the Licensed System on behalf of or for the benefit,of a Restricted Entity. For
the purposes of this Agreement, "Restricted Entity"shall, mean any individual, partnership, limited
liability company, corporation,joint venture, trust, association or other entity owned or controlled by,
Page 17 of 21 v0512
AVMft A"ft
twos STARS
or acting as an agent for, any person or entity with whom a U.S. citizen, national or company
organized under the laws of or operating in any state or territory of the U.S. is prohibited from
engaging in any transactions by U.S. laws, Including without limitation, a person on the Specially
Designated Nationals List published by the United States Department of the Treasury's Office of
Foreign Assets Control ("OFAC"), or any other person or entity with whom or which transactions are
prohibited by OFAC regulatiioins.
V. !
R 1''g,hts in Licensed System. Company acknowledges and agrees that CS STARS and/or its
licensors,own all right, title and interest in and to the Licensed System and all,, components thereof,
and that,except as otherwise expressly provided herein, no license under any patent,trademark,
copyright or any other worldwide intellectual property or proprietary rights laws is either granted or
implied by the disclosure or provision of access to the Licensed System to Company. All rights are
reserved. Company agrees that it shall not, without,limitation, copy, reproduce, recompile,
decompile, disassemble, reverse engineer, publish, display, modify,transmit or create derivative
works from the Licensed System, or distribute information and reports from the Licensed System,
except at CS STARS's direction and only for the Purpose; provided however, that Company
providing information to the City in connection with the Purpose and in accordance with the terms of
this Agreement shall not constitute or be considered a violation of'this prohibition.,
VL Expiration, Termination of Rights. Company acknowledges and agrees that any rights,granted
hereunder with respect to use of and access to the Licensed System by the Company all expire or
terminate upon the earlier of: (a) immediately upon the expiration of the License; (b) immediately
upon a termination of the License in accordance with its terms; (c)immediately upon any termination
of Company's status as a service provider of City's; or(d)upon ten (10!)days' notice to Company if
Company breaches this Agreement and fails to cure such breach within ten (10)days after receiving
written notice from City or CS STARS specifying the breach. Upon expiration or termination of the
Agreement for any reason, within ten (101)calendar days of such expiration or termination, Company
shall (i)return to CS STARS, or upon CS STARS request, destroy all copies of'the Licensed
System in, its possession and cerl:ify, in writing,the delivery or destruction of such Licensed System
and any copies,thereof; and (iii),make no further use of the Licensed System and shall not access or
attempt to access the Licensed System.
VII. Un*lque Passwords and beer names. Each Seat shall access or use the Licensed System
through a unique ands reasonably secure user name/'user identification and password. Except the
system administrators of Company where reasonably necessary for administrative or security
purposes, no Seat may use the username/user,identification and password of any other Seat.
VIII. Safeguards., Company shall, maintain and establish reasonable and appropriate administrative,
technical and procedural safeguards to: (a) ensure the security and confidentiality of the Licensed
System,, and its components, (b) protect against unauthorized access to, disclosure of, and/or use of
the Licensed System, and its components; and (c) inform its employees and other agents of its
obligations under the Agreement and of CS STARS's and its licensors' intellectual property and other
rights in and to the Licensed System. Such safeguards shall be at least equivalent to those
established and maintained by Company to, protect its own proprietary and/or confidential information
of a similar nature to the Licensed System.
Page 1 8 of 21 v0512
CS STARS
IX. Notificafion ofInfringement. In the event that Company discovers or is notified of an actual or
suspected infringement or misappropriation of the rights of CS STARS or its licensors in or to the
Licensed, System or unauthorized access to the Licensed System (each, an"Infringement'),
Company shall: (a)immediately notify CS STARS of'such known or suspected Infringement- (b�)
investigate such known or suspected Infringement;and (c)terminate such Infringement if and' to the
extent within Company's control.
X. Records and Audit. Company shall maintain complete and: accurate records regarding its use of
the Licensed System, including, without limitation, the name and username/user identification and
password of each Seat, (collectively, the "Records"). CS STARS shall have the right, to examine,
inspect and audit Company's offices, information systems and Records, and make extracts of
information and copy any part of the Records, at any reasonable time during normal business hours
upon twenty-four (24) hours notice to Company in order to m:onitor Company's, compliance with th!is
Agreement.
'AAS
X1. Disclaimer. COMPANY'S ACCESS TO THE LICENSED SYSTEM IS PROVIDED ON AN"
Is"AND"AS AVAILABLE"BASIS. CS STARS MAKES NO WARRANTY OR REPRESENTATION
WHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED
SYSTEM, INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO PERFORMANCE,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
CS STARS AND ITS MANAGERS, MEMBERS,, EMPLOYEES,AGENTS AND/OR LICENSORS
WILL NOT BE LIABLE TO COMPANY FOR ANY DAMAGES OF ANY KIND,WHETHER BASED
ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE,WHETHER
FORESEEABLE OR UNFORESEEABLE, EVEN IF CS STARS OR ANY OF ITS AGENTS HAVE
BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, ARISING FROM OR IN ANY WAY
CONNECTED WITH THE USE OF OR RELIANCE ON THE LICENSED SYSTEM, OR WITH THE
DELAY OR INABILITY TO USE THE LICENSED SYSTEM, INCLUDING, BUT NOT LIMITED TO
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES,
INCLUDING,WITHOUT LIMITATION, DAMAGES, FOR LOSS OF USE, LOSS OF DATA, LOSS OF
GOODWILL, LOSS OF PROFITS,WORK STOPPAGE,ACCURACY OF RESULTS, OR
COMPUTER FAILURE OR MALFUNCTION. THIS LIMITATION OF REMEDIES AND DAMAGES
PROVISION SHALL BE ENFORCED INDEPENDENTLY OF AND SHALL SURVIVE THE FAILURE
OF AN ESSENTIAL PURPOSE OF ANY REMEDY. BECAUSE SOME, JURISDICTIONS DO NOT
THE ABOVE LIMITATION, MAY NOT
ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY,
APPLY TO THE EXTENT OF SUCH EXCLUSIONS. THIS SECTION XI APPLIES TO THE,
FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND,TO ALL CAUSES OF ACTION,
INCLUDING,WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY,
NEGLIGENCE,, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS.
X111. Indemnification. Company agrees to indemnify,defend and hold harmless CS STARS and its
affiliates and subsidiaries, and each of its,officers, direictors, members, managers, employees and
other agents(each, an"Indemnified PartY')from and again�st any damage,, cost, liability, expense,
settlement amounts,fees (including, but not limited to, reasonaDle attorneys'fees), claim, suit, action
or other proceeding, to the extent based:: on or arising in connection with- (a),a violationi of th:i:s
i I I
Agreement caused by Company or anyone us,ing: Company's system- (b) any modifications,
infringement,of or misappropriation of the rights of CS STARS or its system or(c)Company 11 s use of'
I
or relianice on the Licensed System or any results obtained through the use of the Licensed System.
This provision shall survive termination or expiration of this,Agreement.
Page 19 of 21 v0512
CS STARS
X111. Miscellaneous.
13.1 Agreement. This Agreement is a complete statement of the agreement of the parties
with respect to the subject matter contemplated herein and supersedes all prior oral and written
agreements with respect to the subject matter hereof.
I'* ft
3.1. Notice. Any notice required or permitted to be delivered pursuant to this Agreement shall
be in writing and shall be deemed delivered-. (a)upon delivery if delivered in person; (b)three (3)
business days after deposit in the United States mail, registered or certified mail, return receipt
requested, postage prepaid- (c)upon transmission if sent via facsimile,with a confirmation copy sent
via overnight mail�- or(d)one (1)business,day after deposit with a national overnight courier, in each
case addressed to the following addresses-.
If to CS STAFFS:*
CS STARS LLC
Attn-, Managing Director-Americas
3560 Lennox Road, Suite 2400
Atlanta, GA 30326
Facsimile: (404)19915-3,025
With a copy to:
GS STARS LLC
Attn.- Corporate Counsel
540 West Madison Street
Chicago, IL 60661
Facsimile: (312)627-6172
If to Company-.
[INSERT COMPANY NAME]
Attn: [Insert Name],
[Insert Address]
[Insert City, State,Z'1'p Code]
[Telephone Number]
13,.3 Precedence. To the extent of any inconsistency between this Agreement and any
other agreement between the parties,this Agreement shall govern:.,
13.4 Amend ment/M odi"fli cation. No amendment or modification of this Agreement shall
be valid or binding on the parties unless made in a mutually executed writing.
13.51 Severabill"fity. The invalidity or unenforceability of any provision of this Agreement
shal�l, not affect the validity or enforceability of any other provision of this Agreement, and any invalid
or unenforceable provision sha,ll, be deemed to be amended to -the minimum extent necessary to
render it enforceable under applicable law while retaining to the maximum extent possible the intent
and economic benefit of the original provision consistent with applicable law.
Page 2®,of 21 v0512
CS STARS
13.6 No Waiver. No delay or omission by a party in exercising any right under this
Agreement constitutes a waiver of that or any other right.
13.7 Injunctive Relief. Company acknowledges that its breach of this Agreement may
cause irreparable injury to CS STARS that may not be adequately complensable in money damages,,
and for which CS STARS shall have no adequate remedy at law. In the event of breach of any of the
provisions of this Agreement, CS, STARS shall be entitled to seek equitable relief to protect its
interests, including but not limited, to preliminary and permanent injunctive relief. Company hereby
waives any requirement of the posting of a bond that may apply for issuance of' any injunctions,
orders or decrees.
13.8 Governing Law. The laws of the State of Texas shall govern the validity of this
Agreement,the construction of its terms, and the interpretation of the rights and duties of the parties.
13.91 Assignment. Company may not sub-license, assign or transfer this Agreement or
any of the rights granted hereunder. Any such sub license, assignment or transfer in contravention of
this Agreement will be void as from the outset.
IN WITNESS WHEREOF,the undersigned have duly executed this Agreement, or have
caused this Agreement to be duly executed on their behalf, as of the Effective Orate..
CS STARS LLC Com,pany:
Jr
V�o
4000
By: By 104
Name: Karen Rutledge Name-
J�
Title: Client Executive Title:
APPROVED AS TO,
Aft, ILO
FO A N ALITY*
t/R*
100000"
ASSIS AINT C M-701RN "0'"P"
4 / 0
ZV
OFFICIAL RECORD
by:
r
ORD
Y
CI'N S ECRUARY
WORTH,GM OPIUM
1 Ar
NLA4& Trdtz!. 1P ft1MM1ft*&ft4"
�Ihfflw
Page 21 of 21
/
i
IM r. r AIM i1 1M
iM AM � yam
M ?�
AL
Moo
r
�L
� r
I�
I
I,
� I �' I ♦ � I I
CS STAIRS
Table of Contents
a
■. Project,Scope and Deliverables ........................**some OwAlowwwwwo on mom memo 0 awe"Plosseso a BONN SPOONER a 11100.08 a 18 3
A. Technical Implementation Services, .......;.........................3I
AN Migration of Standard System Configura y...................................4
B. Migration of Custom Programming to Advanced Feature Setup and Universal Solutions 5
C. Migration of Reports/Reporting,.........................................................6
Do Training on Enterprise Product ........... ...... .......l..........6
E. Project Management.....,........................l......l..........................................7
F. Travel.,................................................. ....l.......................................--.8
2. Hosting Services and, Support.............I......................................I.........I....l....022010"a Rome 0 0"OffEwo mom Oslo mom MENSON 8
A. Technical Services............*l...... I .............. 0......I................10...........8
3. Pricing land Invoice Schedule........... ....................................................I.........Islas.......... 9
4. Statement of Work Approval.....................................................l ....... ....................,.......................91
Custom TEMPLATE,Applendix ..1...........................................................................1............,.,.......,.I.,....10
CustomReports,Appendix...........I................................. ... ......IN...I......l .. ............I......I.................11
StandardReports Appendix.......I.................................................l.........................................................12
FinancialAppendix.,.............i...............................I ............l........................1 ..... .........l.........i.......-.16
Page 2 of 16 v0512
CS S 1101R' S�
RTM
Stateinent of Work #5 for, STARS Software
This Statement of Work#4 ("Statement of Work"')describes,services,to be;performed by CS STARS LLC("CS
STARS")for City of Fort Worth,,,Texas("Client"). This Statement of Work is subject to all the terms and
conditions of the Gene�ral Terms and Conditions of Agreement for STARSTM Program and Services entered into
by the parties on November 15,2004 as amended,the"Agreement 11).
This Statement of Work is,effective on February 15,2013(the"'SOW#5 Effective Date")and will remain in
effect through February,14,20116,unless terminated sooner in accordance with the Agreement.
Any capitalized terms not defined,in this Statement of Work shall have the same definitions as set forth in the
Agreement.
1 Project Scope and Deliver ables: Identifiable deliverable,s included in this Statement of
Work
2.
Hosting Services and Support- Ongoing,software maintenance and related support
3. Price,and Payment Schedule: Cost breakout for project products and ongoing services
4. Statement of Work Approval
5. Appendices and Addition all Approvals- Additional details that apply to information
contained in this Statement of'Work
1. Project Scope and Diellivie rables
The following describes all initial Services to be performed by CS STARS under this Statement of Work.
Any services or del iverables not specified in What's Included in this Deliverable collumn are expressly
excluded from this Statement of Work.
A Technical Implementation Services
I.........................................................................................
Del[Werable Description What s Included in this Deliverable
T
ASP Setup Setup require S
d to grant W Access to STAR AS via the Internet using
access to STARST11 ASP HTTP and HTTPS
Client is responsible for allowing appropriate
firewall,access to STARSTm ASP environment
Client is required to disable/remove old STARS
SQL database and STARS executables from its
server(s),and workstations after Migration
Closure as defined herein .
Page 3 of 16 v0512
NNOW AIL
Ara
CS S tA R S
A Migration of Standard System Configuration
The following deliverables will he configured using standard configuration tools in the STARS software.
Deliverable 'Description What"s Included in this Deliverable,
— . ,_
Migration f �� Software migration services to � n of existing Local, S LServer
iV � iii �" ti
Software be performed by a primary installation to Oracle.
support team that will leverage 0, Migration of Oracle database to ASP
resources and experience of
STARS personnel to migrate
Client from STARS TM
Professional Edition("STARS
PE' to STARS Enterprise
..
C'ST RS Enterprise
Migration of � System mi�gratioln services, � Conversion of all claim records.
System as follows. W Conversion of all reserve and payment
Convert existing STARS PE records.
database to the STARS W Conversion of notes and di,ari�es.
Enterprise database model k Conversion of rolodex records to contact
records
Conversion of required policy information
if applicable
Migration, of Codes Convert codes and code W Convert existing field labels as they exist in
and Fields descriptions from STAR`PE, STARS PEE
such as cause codes, I Code and Field label clean-up or revamp is
payment types,etc., into not included �
STARS Enterprise
G
Migration of Convert existing screen The following sterns are not included as part
,Screen Design % designs for the following I of the Migration Services:
modules;
Replication of STARS settings
Incidents � p
established by each current STARS PE
Claims `
user.
' F Occurrence
Replication of specific search menus
Transaction established by each current STARS PE
Contacts Vendors
user
Policy �
Location
Migration of Convert existing location � Migration wtion includes C.o.P.E. data
1
G
Location Hierarchy N hierarchy from STARS !P� � Location,structure reorganization is not
account design into a STARS included in migration services
Enterprise location structure.
Migration of Setup,of user IN in STARS Define User Security groups in STARS
Security � Enterprise Enterprise,in order to provide similar
Configuration security restriction currently in place in
STARS P,E.
All users will re+ wire a valid email address
r
Page of 16 v0512
C TA: R
S S 5
Deliverable Description F'at's Included in thi's Deliverable
Migration f �� cwrcnt notifications and k Setup event notifications and vallidati�c�ns
Events and validations previously previously configured in STARS PE,.
Validations configured in STARS PE.
4 h is
n o m
Migration of � cS STAR'S will migrate This does not include the configuration of
Interview Entr ► existing ting configuration of � the Review of Incidents,rniod�ule.
Interview Entry into STARSTm
Enterprise after consultation
� C
with Client and based on
specifications mutually agreed
to by the parties.
Migration of CS STARS w rill migrate 6, CS STARS will migrate existing
Medicare Section existing configuration of configuration of Medicare Section 111
111 Solutions Medicare Section 111 Solution Solution into STARS T'm Enterprise
into STA,RSTm Enterprise
Bi. Migration of Custom Programming to Advanced Feature Setup and Uneversal
Slone
This section describes implementation services related to the configuration of the following Software
features. These are features that are included)in the Software but require additional configuration tissue.
Deliverable Description "hat's Included in this Deliverable
Uun*lversal S l ti rn AP Export. The BSO Interface k Functional specification is provided in the
ASP Export Custom Plug-in,will be Universal Solution appendix.
replaced with Universals � Installation of unu ersa,l �
solution
Solution AP Export.
y
Setup of universal solut ion
Documentation
Universal Solution AID''Import. The BSO Interface t Functional specification is provided in the
ASP" Import � gusto Plug-in will be Universal Solution appendix
replaced with Universal 4, Installation of universal solution
p solution AP Import. Setup,of universal solution
G
Gr Documentation
aawm �i�m uuuu a iumowuuoauuuuuuummmiwwioiNUi �moworm rauuiworouwiowwu m wu�i..
Fags 5 of 16 v0512
CS STAR1, S
C. Migration of Reports/Reporting
Migration of existing STARS PE reports as follows..
w
a„ r
131 1'erabll Description ' hats Included In this Deliverable
Existing standard � Existing STARS PE reports 4 Previously configured My Reports and
STARS PE reports,
using STARS E standard Alerts will need to be raaanfigurad by the
report templates will be individual user.
converted to the STARS W Existing Report bursting capabilities for
Enterprise database. report distribution will need to be recreated
1 by the CLIENT.
i
Standard,Reports well be migrated for
V
reports,ran in the last 24 months. A
separate appendix has some of the existing
reports ident ified to be migrated.
,, ,,.,,,,,, ,,,.,..,,,.., ,,, .,.,.,, ....„..�� .,.
Existing custom See attached list of custom � Custom templates identified for replication
t rr� Nuts ” generated w ithin 2 months from
t��ru la�t��and ra arts to bu as
ar��tl�
g g
migrated. the migration start date.,
Previously configured My Reports and
Alerts will need to be reconfigured by the
s individual user.
Existing Report bursting capabilities for
report distribution will need to be recreated
by the CLIENT.
m . .... .
Di. Training,on Enterpdse Product
_ me
Deliverable Description What's Included In this Deliverable
u G
Instructor Lech Live instructor led training for day(81 hours maximum per day)of
I
Training large groups of Client users. ansita instructor led training for up to
5 colleagues at Client 11s Ft.Worth G
location or'at a C S STABS training
i g
facility.
Configuration guration Cif standard training
a
materials
Travel to and from Client's Ft.Worthy
G
TX location is included. Additional
bl travel will be billed as incurred and in,
y accordance with client's travel policy.
1
I -ice �IWN'JI I ICI I�iP .. IVIbNII. IOOi�IIIIIIIWIII IIIOIIIWW'WINIIIIIMIIIVWVW NN4,5FWWIWWWIO uWmIiIM�IM'IIII�gWIIUNWIUNN4Il�i MWU'MawU
Fags 6 of 16 v0512
CS STA RNS
Ede Project.Management
Deliverable esc "' o What's,Included in,this Deliverable
,. ,
Project eo an emen � The Project Management k Project.sohiedule indicating estimated
Institutes(PIVII)best practices project completion,critical paths and
for managing projects°pie the CS sleek
S,TARSP"roTM methodology.. �
lo
i Project status reports and culls,to
discuss activities completed, activities
scheduled and issues
w
Implementation support from the CS
STARS Project Managernent Office
PMO
... ....
Client Useir Client User Acceptance Testing CS STARS will provide Client with
Acceptance Meeting � is required for approval of all project deliverable for!user
deliverables outlined in the Acceptance Testing,and will provide
Project Scope and Deliverables Client guidance on the testing process.
section. If Client does,not
1provide CS,STARS with
i
feedback,the deliverable will he
deemed accepted at the close of
Y ,;
business on the thirtieth(3oth)
day after the date of delivery.
4
.......................,
L
Migration Closure Migration Closure is defined as ithin fifteen(15)days after the�Migration,
the following.- Closure, Client shall return or destroy the
� client+User Acceptance
Licensed Softw ware from its servers,aind�.
p
Testing period has elapsed. shall)certify in writing to CS STARS that it
j has complied with this obligaition*
o The deliverablles outlined
U are provided rovided in �
substantial conformity to the
specifications,set forth in this
h ,Statement of Word:
a
ti Client is rovided a migration
p !
services closure letter and any
supporting data validation
documentation created as punt
I' of the deliverables.
l f
Access to STARS
r
r
Professional Edition is
discontinued
L L
Additional details regarding® _ project pp and _
ro'ect a roach nd cans be found in the Project
Manaag,errient,Appendix.
Page 7 of 16 v0512
awu�n �w� uw�uuiuummmuummmwu i�ww+wwwiu Rio mmw l ioiuuum� ww ��uuwwuuiwium umwmmwm�wu��wawu nru u i oru
CS S ARS
F. Travel
Deliverable What's Included In Deliverable
Travel g Travel may be required for Services including,but not lirn ited_
to,training,working meetings,stewardship meetings, project
meetings,and technical services required for the Migration.
Travel to and from Client's Ft.Worth TX location is included.
Additional travel will he billed as incurred and in accordance
with client's travel policy.
2. Hotting Services and Support
The following describes the hosting services.
A Technical Services
Deliverable Description What"s In cl ulded In this Deliverable
ASP Setup Client Data will he 4 58 gigabytes for storage of data and file
hosted on CS attachments.
1 STARS's servers h additional'storage can he purchased at a rate
during the term of th is of$1000 per Mahe of storage.
Statement of Work.
Backups of Database one time nightly
Standard audit/ onitoringu feature is not
enabled in S""r'ARSTm.
Client requested Data Recovery Services(other
than required recovery following CS STARS
system failure can he purchased at CS
_ f
o rate or such services at
STAR S's then current
the time of the request.
Client is responsible for allowing,appropriate
firew all access to ST R STM ASP environment.
Installation, maintenance,tuning,administration or enhancement of Client system environment,networks,
servers, or ether equipment is net included this Statement of Work.
Client is responsible for complying with the minimum technical requirements as provided in the Hardware
and Software Documentation.
Wu 19N�Irtmm w uumImMMMImmWu'NNmNam9w 1010110110 OumWUWIN N'WONNW9N luwullu IIIIImMWW�4V1N0YWl mouuoNUUw!WW�mu uuuu I rvu00009... loIMOM mMPWmm@ IIOOf Pouu mYMMPMImlmm Ilp WW'Po
Page 8 of 1116 v0512
CS ST,,ARS
3. Pricing and Invoice Schedule
See Financial Appendix for additional billing details. Fees do not include applicable taxes. All fees are subject
to U.S. State Sales Tax,w here applicable.
Deliverable Fees ii Payment Schedule
............ ..........- . .............. ................ - ........
Year,I Fees Migration Fee $48t4OO.00 W Pursuant to the letter
agreement dated on or about
May 21,2012, a credit in the
a�mount elf$48�,400.00 will be
applied for the mligration fees.,
Th,ils credit was a result of the
termination of Statement of
Work#3 to the Agreement.
Annual Hosting Fee(1 $151000.00 Annual Hosting Fee billed l on
year') SOW'#5 Effective Date.
�e _ m w
............. ......... ....................
Year 2 Fees i Annual Hosting Fee i $15,000.00 B,ililed annually.
Year 3 Fees 1 Annual Hosting Fee $15,000.00 Billed annually,
41. Statement of Work Approval
This offer will expire,on April 22,2013.
IN WITNESS'WHEREOF,the undersigned have duly executed this Statement of Work,or have caused
this Statement of Work to be duly executed on their beha�l�f as of the S #5 Effective Date.
CS STARS LLC CITY OF FORT WORTH,TEXAS
Name Karen Rutledge Name 400
..............
................
Signature 'a Ttu re 0j
a
11 V)01
0
4ty S
Mary Oser z
Titlie Client Execubve Title
Date 04/16/2013 Date
APPROVED, AS T O,
Page 9 of 161 12
LEGA v05
LITY:
ASSISTA
U firery ATTORNEY
CK46
CS STA. IRS
Custom TEMPLATE,Appendix
Custom Reports Assumptions Documentation and Samples if available.
Custom Template,#1 —Diamgs(M'a'imed&Paid
Custom Template #2--Su ro Recovery
Custom Template#4--Police Subro,Report
Custom Template #5-Lag Report
C ustorn"Template#6—Water Cause Deport
Custom Template#7--Adjuster Lag Report
Custom Template# -Adjuster Open
Custom Template#9-Water Incidents
Custom Template#11 -Incident Report
Custom Template#13-S ubro Detail for Acctg
Custom #14-Lawsuit detail
Custom Template#15-Police Auto
Custom Tempilate#16-Pymit Plan Report.
Custom Template#18 Last Activity
Custom Template#19- SRR
Custom Template#2 —Incident Abstract
Custom Template#21 , Claim Abstract.
mumwmi amlwoomaauoimirmmmwmaimiw awwuo in imowwuwwwwmuwwnmwmmwanwwww awni... mmmwiouauw wam umoaowwwrer � w
Page 10 or'16 v0512
CS STARS
Custom Repoft Appendix
Report Police YIY
Report Custom e
Subiroi Report,
Custom Report,# o Recovery Ratio Rpt
Page atr
Mow JK
Am
CS S tA R S
Standard Reports Appendix
Standard Report#1 -First Party Claims- 1st Quarter Rpt
Standard Report#2-First Party Claims,-2nd Quarter R
Standard Report#3-First Party Claims-3rd Quarter R,pt
Standard Report#4-First Party Claims-4th Quarter R
Standard Report#5-First Party Claims-Yrly M&C
Standard;Report#6-600800135
Standard Report#7-Subro Revenue Report—1
*This appendix could',include additional reports that were created within the last 24 months of
signing this migration Statement of Work. On page 5 of the Statement of Work,we have included
the statement-Standard Reports will be migrated for reports ran in the last 24 months.
Initialed: CS STARS Cfient�
Page 12 of 1 6 v0512
CS STARS
Project Management Appendix
Engagement Methodology-The CS STARSPrOTM project managemient methodology is a disciplined
approach to project communications and project management and control. It incorporates timiely check-
points to ensure Client expectations of deliverables are consistent with CS STARS's expectations.
This engagement methodology requires mutual,communications and project management discussions
between, CS STARS and Client. This collaboration will appear in the form of regular status meetings,
change control' procedures as necessary and frequent project progress reports.
Customer Role Review
The Customer Role Review is designed to help CS STARS's,clients understand their part in the major activities
of a C,S,STARS project. It outlines major milestones, highlights decisions needed'from Client and points out
implications of changes to the project scope.
The following Client roles are recommended for a,successful project:
Client Business Sponsor—This person will be responsible for final approval,and signoff on all deliverables.
They will also serve as a point of escalation for any project related risks or issues.
Client Project Manager—This person will work directly with the CS STARS project manager to manage project
timelines, risks and align Client resources to complete tasks within the timelines outlined in the project schedule.
Client System Adminis' trator—This person will,be the ongoing resource assigned to maintain,the STARS,TM
software. They will,work directly with the project team,to define specifications and understand configuration
options selected during implementation.
Milestones
Project milestones,act as thresholds and help to indicate whether a project is on track to finish as expected.
Specific milestones vary by project,but in general,they are defined as the group of accomplishments,,results,
deliverables,and events,that measure project progress.The following outlines typical project milestones in a CS
STARS project and provides a high level overview of what the CS STARS,team will need,from Client in order to
perform CS STARS's obligations under this Statement of Work.
................... ........... ........ ......
Major Milestone Clalent,Contirllbutions
............
Kickoff meeting, A successful kickoff meeting requires attendance by project spionsoir, project
managers and end users. Identification of decision,maker or point-person during
this meeting is essential. Client and CS STARS will review the Statement of Work
during this meeting to confirm accuracy and completeness,of project deliverables.
y d Completion of Engagement during specification prociess- Client may need,to produce sample of
7 1
specifications. output tales or data from legacy system(s)to be integrated with CS STARS
software.
Test environment If installation is local, hardware for test environment is,to be supplied by Client.ASP
9 established installations will include a test environment provided by CS STARS.
I
Transfer of deliverab es Co mmitment to structured user acceptance testing and s,ignoiff on deliverables at
from test to production the conclusion of beer Acceptance Testing(UAT)., Please note that Client U is
environment. generally required within 2 weeks from Client's receipt of a deliverable from CS
STARS. A deliverable will be deemed accepted if no feedback is received by CS
STARS by the close of business on the thirtieth(30th)day after the date of delivery
to Client.
........... ...... ...........
Major Milestone Client Contributions
Page 13 of 1,6 v0512
CS ST',AR ,S
Training Successful training requires,a complete audience of stakeholders and end users. If
training is to be held at client"s facility, Client will be responsible for securing a
training location/roomi,requesting staff participation,scheduling, etc.
Decisions Needed
Throughout the project,the CS STARS team will need Client to make choices about the implementation of the
STARSTM software., Decisions,vary by project,but in general,they follow the nature of the decisions,outlined in
the table below.Also included in this tabile is the nature of the information to be provided by Client and a rough
estimate of the timeframe.
DeclisIcans and Actions Information Needed Timeframe,
............. ............
Needed
1111111o............... .......... ......
System specifications Decisions regarding screen designs,security setup and Beginning of project
other system specifications such as custom solutions,
or custom reports.
.............
Validation of data Approval and signoff is needed on data mappings and Middle of project.
conversion,deliverables prior to final load of conversion into the system.
Decisions regarding third- Decisions may be required if third-,party Middle of project
party deliverables, data/information is late,incomplete or missing.
Signoff on deliverables Project sponsor required to,sign off on all incremental Middle of project and
deliverables and final implementation by the close of End of project.
business of the tenth(loth)business day after the date
1 of Client's receipt of any deliverable.
Change Deadlines
Research shows that for every month a project progresses there is a 1, —2%increase in the scope of the
project.This is evident even in controlled conditions(i.e. project management),. Further,as the project
progresses,the cost of change increases substantially—change becomes more expensive and time-
consuming.With this in mind,,CS STARS recommends placing a limit on change requests through change
deadlines. Please note that change deadlines are recommendations to maintain the project schedule. Mutually
acceptable changes to this Statement of Work will be outlined in a written amendment to the Statement of Work
and may result in additional cost to Client.
Change control procedures consist of:,
• Problem Identification (Client)
• Impact Estimation (CS STARS)
• Signoff of change,control,documentation, (Client)
Change Initiation (CS STARS)
Change Validation (Client)
Approvals and Acceptance (Client)
Page 14 of 16 v0512
CS STARS
The CS STARS project manager works with Client to define what constitutes a minor change, a,change
to existing scope or a change outside scope. Changes allowed will be based on the agreed upon project
timeline and will adhere to the below basic guidelines for all CS STARS projects,.
Change Type Recornmended Deadline
..............................
Minor changes Permitted up to month prior to 66go lire"
Changes,to existing project scope Permitted up to the mid point of implementation;
Changes outside project scope Permitted up to the first quarter point of implementation
..........
Agreed to by: CS SITARS LLC Agreed to by.- CITY OF FORT WORTH,,TX
Signature: Signaturk:__
NameI.- Kar-eia idledup. Name: .-,-
Title- C]i Title*
0 _Qnt Ex_ecutive
Date-. Q41J612013 Date:
APPROVED AS, TO
K A A
LEGALITY.
I M,
LO&O
AS 1tiTAN4'^1TY ATT o N EY
A,a
..........
AftesW
A
b
000
Page 15 of 1 6 v05I12
Cs STARS
Financial Appendix
Ma�in Cllient Business Contact Information
...............
Business,Contact Name
Nancy McKenzie
..........
Business Contact,title Senior Risk Management Analyst/Supervisor
Business,Contact Address 1000 Throckmorton Street, Ft.Worth,TX 76102
Business Contact Phone 817-392-7744
Business,Contact Fax 817-392-5874
Business Contact Email Address Nancy'.mckenzie@fortworthigov.org
Client Billing Information
..................
Biffing Contact Name Nancy McKenzie
......... ...
Billing Contact Title senior Risk management Analyst/Supervisor
......... ............
Billing,Contact Address 1,000 Throckmorton Street, Ft Worth,TX 76102
Billing Contact,Phone 817-39211-�7'7'44
Billing Contact Fix 817-392-5874
Billing Contact Email Address Nancy,.mckeltizie@fortworthgov.org
Client Tax Jurisdiction* Tax Exempt Status
Billing,Currency us
Preferred Invoicing Method Email
If Client has a tax exempt status,please attach tax exempt form to this appendix. For European clients,please
indicate VAT or No VAT in this section as wel�l.
Payment Remission Details
GS STARS L,ockbox for Payments Overnight Courier Address ACH Wire Instructions
CS STARS LL,C Wells Fargo,Bank—Regulus an k- WeIls Fargo Bank
P.O.Box 201739 Aftm 201739 C STARS, Dallas,TX
Dallas,T'X 75320-1739 2975 Regent Blvd ABA: 12,10100248
Irving,TX 75063 Account No..-4122246440
Initialed. CSI STARS Client
Page 16
r d9c I W Z,
Official site of the City of Foit Wotth,Texas
FORTWORTH
L Au N VA
COUNCIL,ACTION. Approved on 2/5/2013
DATE-, 2/5/201,3 REFERENCE NO.: **C-26082 LOG NAME: 13STARS UPGRADE &
RENEW
CODE, C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT,-, Authorize Renewal of Agreement with CS STARS LLC, for Risk Management Information
System with a Cost in the Amount of$691,700.00 for First Year, Authorize Agreement with
CS STARS LLC, to Upgrade from Locally Hosted to Web-Based System with Onie-Tim,e
Migration, Cost in the Amount of$48,4001.00 and Hosting Fee in the Amount of
$15,000.00 for First Year, and Authorize Amendment to Maintenance Agreement to
Reflect Change in Platforms (ALL,COUNCIL DISTRICTS)
0
RECOMMEND AT:IONN
It isi recommended that the City, Council-.
1. Authorize the renewal of the existing Agreement with CS STARS LLC,: for continued maintenance
of the locally hosted STARS Professional Edition Risk Management Information System, STARS PE,
for a three-year initial term and two, one-year renewal options with a cost in the amount of
$69760.00 for the first year,
2. Authorize an Agreement with CS STARS LLC, to upgrade from STARS PE to the web-based
STARS Enterprise Risk Management Information System, STARS Enterprise, with a one-time
migration fee in the amount of$14�8,400.,00, which has already been paid, and an annual hosting fee in
the amount of$15,000.00; and
3;. Authorize the amendment of the maintenance Agreement after completion of the upgrade to
reflect maintenance of the new web-based platform.
DISCUSSION,-.
Since 2005,, the City has used integrated risk management software offered by CS STARS, LLC, to
track insurance information, as well as, litigation and other claims: made by and against the City and to
produce reports that are required by law. Currently, the City utilizes the locally hosted STARS PE
8.,10product. On November 14,, 2011 the City Manager's Off ice administratively executed an
Agreement with C�S STARS LLC, to upgrade to a newer version of the product, STARS PE 10, for a
cost in the amount of$48,400-00.
Before the upgrade took place, the City learned that CS STARS LLC, will be phasing out the locally
hosted STARS PE platform in 2014. To avoid the time and expense of undergoing, two transitions,
Staff and CS STARS LLC, agreed to cancel the November 2011 Agreement and apply the associated
funds toward transition,i'ng to the web-based STARS Enterprise product, which ,will continue to be
availabile and supported beyond next year.
Approval of this Mayor and Council Communication would authorize renewal, of the maintenance
Agreement to provide continued support of the existing product prior to transition, would authorize
execution of an Agreement to accompilish the transition to STARS Enterprise,, and finally, would
authorize amendment of the maintenance Agreement after,the transition to, encompass support for
the new platform.
Renewal:and, Amendment of Maintenance,Agreement-The existing maintenance Agreement for the
http-Happs.cfwnet.org/council
—packet/mc—revi'ew.asp?ID=17970&counci1date=2/5/2013, 4/22/2013
rage Z 01
STARS PE product is set to expire on February 14,, 2013. Renewal of the Agreement is necessary to
p rov'de continued support for the current product through completion of the transition and continued
i
maintenance that will' be required for the new product after the transition. CS STARS has indicated
that it will not enter into a maintenance Agreement covering STARS, Enterprise before the transition is
complete. Therefore, an amendment to the maintenance Agreement will be required, to encompass
the new STARS Enterprise product after the transition.
Staff recommends that Council authorize the maintenance Agreement be extended for a three-year
period with two additional, one-year renewal options. The proposed Agreement would, carry a cost in
the amount of$69,760.00 per year during the initial three-year period and be subject to an annual
price increase of up to eight percent for each of the two renewals, meaning the cost during the fifth
year would, be approximately$81,500.00. The maintenance cost is not affected, by the transition. As
with, similar Agreements, exercise of the renewal options would not require additional City Council
approval, provided that the City Council has,appropriated sufficient funds to satisfy the City's
obligations during the renewal term.
The cost of the maintenance Agreement includes support of STARS CMS Solution, which is a
proprietary enhancement that enables the capture of data and transmittal of records to comply with
federally mandated Medicare reporting requirements. Failure to comply with the reporting
requirements can result in fines in the amount up to$1 000.,00 per day, per claim:.
'Transition to STARS Enter rise - In addition,to avoliding multiple transition costs, Staff is also
recommending transition to STARS, Enterprise in order to ilmprove functionality. As an older product,
STARS PE is not compatible with some newer technologies. STARS Enterprise would not have
these compatibility issues and would offer increased flexibility and custom reporting features. The
$48,4010.00 previously paid to CS STARS LL C, in connection with the abandoned transition to
STARS PIE, 10 will be applied toward the transition to STARS Enterprise, meaning migration will not
require any additional expenditure. However, because the new product is web-based rather than
locally hosted, an annual, hosting fee in the amount of$151,000.00 will be incurred due to the cost of
maintaining City data on GS STARS LLC's servers.
FISCALIJ N FOR MATION/C E RTI F1 CATION-01
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Risk Management Fund.
TO Fund/Aggount/Centers FROM Fund/Account/Centers
1) FE71 539120 0137130 $69 260.00
2) FE71 539120 0137130 $15
00-00
Subm'l"tted for CAy Manaqer's Off ice Susan Alanis (81,80)
0 1 1 1
r"g,"natinci Dqpartment Head: Horatio Porter (2379)
Additional Information Conta,ctilm. Nancy McKenzie (7 744)
ATTACHMEN'TS
htt,p-))apps.cfwnet.org/councR-Packet/mc-review.asp?1D=17 970&councildate-2/5/2013, 4/22/201.3
...............