Agenda 07/28/2009 Item #16E 5Agenda Item No. 16E5
July 28, 2009
Page 1 of 9
EXECUTIVE SUMMARY
Recommendation to approve and authorize the Chairman to sign a contract for,
the sale of internally developed software to Sarasota County and to approve a
budget amendment recognizing revenue of $25,000.
OBJECTIVE: To obtain Board approval to sell internally developed software to Sarasota
County, FL and to approve a budget amendment that will recognize the revenue
associated with the sale.
CONSIDERATIONS: The Information Technology Department routinely assists
departments to procure commercially available software to meet business objectives
within their area of specialization. When no software can be found that appropriately or
cost effectively meets a department's requirements, the IT Department may choose to
develop software. This is not very common, as most needs are met by purchasing
commercially available software products. The IT Department was engaged by the
Purchasing department several years ago to develop software for the purpose of
keeping track of vendor performance. This software has been in use since then and is
maintained by the IT Department.
About 6 months ago, it became known to us that Sarasota County was looking for
vendor evaluation software. They too did not find suitable commercially available
software and we made arrangements for Purchasing Department staff to demonstrate
our software to them. Sarasota County has expressed an interest now in purchasing
the source code for this application. The terms and conditions of the sale described
clearly state that after one day of professional services provided on site in Sarasota by
Collier staff, there is no further obligation for further involvement or support provided by
Collier County.
FISCAL IMPACT: Funds in the amount of $25,000 will be received, and the attached
budget amendment is necessary in order to appropriate this within the Information
Technology Operating Budget.
LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney's
Office, requires majority vote, and is legally sufficient for Board action. — CMG
GROWTH MANAGEMENT IMPACT: There is no growth impact associated with this
Executive Summary.
RECOMMENDATION: That the Board of County Commissioners: (1) Approves and
authorizes the Chairman to sign the contract for sale of the application source code, and
(2) Approves of the associated budget amendment.
Prepared by: Barry Axelrod, Director, Information Technology Department
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Agenda Item No. 16E5
July 28, 2009
Page 2 of 9
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COLLIER COUNTY
BOARD OF COUNTY COMMISSIONERS
Item Number:
16E5
Item Summary:
Recommendation to approve and authorize the Chairman
to sign a contract for the sale of
internally developed software to Sarasota County and
to approve a budget amendment
recognizing revenue of $25,000.
Meeting Date:
7/28/2009 9:00:00 AM
Approved By
Colleen Greene
Assistant County Attorner
Date
County Attorney
County Attorney Office
7/14/2009 9:31 AM
Approved By
Lyn Wood
Purchasing Agent
Date
Administrative Services
Purchasing
7/14/2009 2:29 PM
Approved By
Barry Axelrod
Information Technology Director
Date
Administrative Services
Information Technology
7/15/2009 3:39 PM
Approved By
Steve Carnell
Purchasing /General Svcs Director
Date
Administrative Services
Purchasing
7/1512009 4:41 PM
Approved By
Jeff Klatzkow,
County Attorney
Date
County Attorney
County Attorney Office
7/15/2009 6:18 PM
Approved By
Len Golden Price
Administrative Services Administrator
Date
Administrative Services
Administrative Services Admin.
7/1612009 1:47 PM
Approved By
OMB Coordinator
OMB Coordinator
Date
County Manager's Office
Office of Management & Budget
7/16/2009 4:17 PM
Approved By
Susan Usher
Senior Management /Budget Analyst
Date
County Manager's Office
Office of Management & Budget
7/2012009 3:38 PM
Approved By
Leo E. Ochs, Jr.
Deputy County Manager
Date
Board of County
Commissioners
County Manager's Office
7/2012009 3:54 PM
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Agenda Item No. 16ES
July 28, 2009
Page 3 of 9
License Agreement
THIS AGREEMENT, effective as of the date it is signed by both parties ( "Effective Date ") is by and
between Collier County, a political subdivision of the State of Florida (`Licensor) and Sarasota County,
a political subdivision of the State of Florida ( "Licensee ").
WITNESSETH
WHEREAS, Licensor has developed a vendor evaluation software application as further described herein
( "the Program "); and
WHEREAS, Licensee desires to procure a perpetual license to use and modify the Program; and
WHEREAS, Licensee and Licensor desire to formalize their understanding regarding the licensing of the
Program through the execution of this License Agreement ( "Agreement ").
NOW THEREFORE, in consideration of the foregoing premises and mutual promises herein contained,
and intending to be bound legally hereby, Licensee and Licensor agree as follows:
TERMS AND CONDITIONS
1. Definitions.
"The Program" refers to any copyrightable work licensed under this License. A "covered work" means
either the unmodified Program or a work based on the Program.
To "propagate" a work means to do anything with it that, without permission, would make Licensee
directly or secondarily liable for infringement under applicable copyright law, except executing it on a
computer or modifying a private copy. Propagation includes copying, distribution (with or without
modification), and making available to the public.
To "convey" a work means any kind of propagation that enables other parties to snake or receive copies.
Mere interaction with a user through a computer network, with no transfer of a copy, is not conveying.
"Source code" for a work means the preferred form of the work for making modifications to it.
Procurement No_ 0983 80100 — License Agreement
Agenda Item No. 16E5
July 28, 2009
Page 4 of 9
2. Basic Permissions.
All rights granted raider this License are perpetual, and are irrevocable once full payment as described in
Appendix 1, attached hereto and made a part hereof, are met. Upon payment, this License explicitly
affirms Licensee's unlimited permission to run the Program as defined in Appendix 1, and to modify the
source code.
Licensee may make, run and propagate covered works that Licensee does not convey, without conditions
so long as Licensee's license otherwise remains in force. Licensee may convey covered works to others
for the sole purpose of having them make modifications exclusively for Licensee, or provide Licensee
with facilities for running those works, provided that Licensee complies with the terms of this License in
conveying all material for which Licensee does not control copyright. Those thus making or running the
covered works for Licensee must do so exclusively on Licensee `s behalf, under Licensee `s direction and
control, and on terms that prohibit them from making any copies of Licensee's copyrighted material
outside their relationship with Licensee.
Conveying tender any other circumstances is not permitted and will terminate the license. Sublicensing is
-- not allowed.
3. Term and Termination.
This Agreement shall become elTective on the Effective Date as described above and shall continue in
perpetuity unless terminated. Licensee may terminate this Agreement by providing written notice to
Licensor of its intention to do so, and upon such termination shall immediately cease all use of the
Program and shall return all copies of the Program; source code and any other related data to Licensor.
Licensor may terminate this Agreement only if Licensee has materially breached any of the terns of this
Agreement and failed to correct the breach Mthin ten (10) days of written notice by Licensor, or, if
Licensee has failed to pay the fee identified in Appendix 1. If the License is terminated, Licensee's rights
under this License are immediately revoked.
4. Disclaimer of Warranty.
THERE IS NO WARRANTY FOR THE PROGRAM, TO THE EXTENT PERMITTED BY
APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING THE COPYRIGHT
HOLDERS AND/OR OTHER PARTIES PROVIDE THE PROGRAM "AS IS" WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
Procurement No. 098380100 — License Agreement 2
Agenda item No. 16E5
July 28, 2009
Page 5 of 9
PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALFFY AND PERFORMANCE OF
THE PROGRAM IS WITH LICENSEE. SHOULD THE PROGRAM PROVE DEFECTIVE, LICENSEE
SHALL ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
5. Limitation of Liability.
IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL
ANY COPYRIGHT HOLDER. OR ANY OTHER PARTY WHO MODIFIES AND/OR CONVEYS
THE PROGRAM AS PERMITTED ABOVE, BE LIABLE TO LICENSOR FOR DAMAGES,
INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, DAMAGES
ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM (INCLUDING BUT NOT
LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES
SUSTAINED BY LICENSEE OR THIRD PARTIES OR A FAILURE OF THE PROGRAM TO
OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCH 140I.,DER OR OTHER PARTY HAS
BEEN ADVISED OF THE POSSIBILITI' OF SUCH DAMAGES.
b. Payments.
All Fees under this Agreement shall be payable to Collier County by Sarasota County in accordance with
Chapter 218, Florida Statutes, knm%m as the Local Government Prompt Payment Act.
7. Governing Law.
This Agreement shall be governed by, and construed in accordance with, Florida law, without reference to
provisions relating to conflict of laws. Venue for any legal action shall be Collier County, Florida.
8. Modifications to the Agreement.
No modification to this Agreement shall be effective unless it is made in writing through the issuance of
an amendment signed by the duly authorized representatives of both parties.
9. Representations of the Parties.
The individuals signing this Agreement represent that they have the authority to sign this Agreement on
behalf of the respective parties. The Licensor represents and warrants that it is the sole owner of the
Program and is legally entitled to grant the license and other rights granted hereunder.
Procurement No. 098380100— License Agreement 3
Agenda Item No. 16E5
July 28, 2009
Page 6 of 9
10. Entire Understanding of the Parties
This Agreement represents the entire understanding and agreement of the parties and supersedes any
prior agreement, verbal or written, with respect to the subject matter contained herein.
Procurement No. 098380100 — License Agreement 4
Agenda Item No. 15E5
July 28, 2009
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IN WITNESS WHEREOF, Licensor and Licensee have executed the Agreement.
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
ATTEST:
Dwight E. Brock, Clerk of Courts
By: By:
Dated:
(SEAL)
Approved as to form and legal
sufficiency.
a�sistant County Attorney
Print Name
WITNESS:
Donna Fiala, Chairman
SARASOTA COUNTY
BOARD OF COUNTY COMMISSIONERS
OF SARASOTA COUNTY, FLORIDA
By:
COUNTY ADMINISTRATOR
Date:
Executed by the County Administrator
Pursuant to Sarasota County Ordinance
No. 2009 -016
Print Name:
Signed By:
Date:
Procurement No. 0983 80100 — License Agreement 5
APPROVED AS TO FORM AND CORRECTNESS:
LIM
• jkft M •
Agenda Item No. 16E5
July 28, 2009
Page 8 of 9
Procurement No. 098380100 — License Agreement 6
Agenda Item No. 16E5
July 28, 2009
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Appendix 1
The licensed program (Application Name) is: Bernie - -V endor Evaluation Application
Source code — C# developed in Visual Studio 2008
Terms:
The price for the source code and services is 525,000.
The stated price includes up to 8 hours 0 business day) of professional services on site in Sarasota
County offices during the evaluation period
Payment is due at the end of the evaluation period.
Evaluation period: 15 business days after delivery of code
Procurement No. 098380100 — License Agreement 7