#23-037-NS (Sarasota County - GOVMAX) COLLIER COUNTY NON-STANDARD AGREEMENT #23-037-NS
FOR
"GOVERNMENTAL MANAGEMENT SYSTEM (GOVMAX)"
BETWEEN
COLLIER COUNTY
AND
SARASOTA COUNTY
ATTACHED:
1. GovMax Hosted Application Service and License Agreement
Corporate Financial and Management Services
3299 Tamiami Trail East, Suite 201
Naples Florida 34112
Division Point of Contact
Christopher Johnson, Director
Phone: (239) 252-5812
Email: Christopher.Johnson@colliercountyfl.gov
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SARASOTA COUNTY
GOVERNMENTAL MANAGEMENT SYSTEM (GOVMAX)
HOSTED APPLICATION SERVICE and LICENSE AGREEMENT
THIS HOSTED APPLICATION SERVICE and LICENSE AGREEMENT
("Agreement") is made and entered into as of the date of execution by both parties,
by and between Collier County, a political subdivision of the State of Florida, hereafter
referred to as ., Licensee", and Sarasota County, a political subdivision of the State
of Florida, hereinafter referred to as "Licensor."
WITNESSETH:
WHEREAS, Licensor wishes to grant to Licensee a license to use the Governmental
Management System, hereinafter referred to as "GOVMAX," and
WHEREAS, Licensor is willing to provide hosted application service to support
Licensee's use of GOVMAX.
NOW, THEREFORE, in consideration of the covenants, representations and
warranties set forth herein and other good and valuable consideration, the parties
hereby agree as follows:
I. SCOPE
This Agreement applies to GOVMAX and related hosting services, which comply
with current ITIL (Information Technology Infrastructure Library) standards.
II. DEFINITIONS
A. "GOVMAX" means the Governmental Management System which includes
the Strategic Planning, Business Planning, Performance Management and
Financial Planning systems and the user guides and administrators manual.
B. "Software Enhancement" shall mean additional software functionality or
software modules which are optional and which may be purchased by
Licensee at an additional fee to be set by Licensor.
C. "Updates" shall include bug fixes and shall mean mid-version releases of
GOVMAX where the primary version number does not change; for example,
an upgrade from version 5.0 to version 5.1, or a minor change which does
not require any update to the version identifier.
D. "Upgrades" shall mean full version releases of GOVMAX where the primary
version number is increased by one or more; for example, an upgrade from
version 5.0 to version 6.0.
III. ACCESS AND SERVICES PROVIDED
A. Licensor grants Licensee a non-exclusive, non-transferable license to
access and use GOVMAX. Licensee shall be entirely responsible for
establishing and maintaining an Internet connection and providing an HTML
5 compliant internet browser to access the GovMax Web application.
Licensor shall not be responsible for connection failures, degraded service
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speed or outages as they relate to Licensee's internet service provider or
internet connection.
B. Licensor shall provide those services set forth in Exhibit A — Services,
attached hereto and made a part hereof.
IV. LICENSE REQUIREMENTS AND USES
A. Grant of License and Permitted Uses. GOVMAX (including but not limited
to the source code and all intellectual property that is created, modified, or
reduced to a tangible medium of expression during any services provided
or any activities conducted by Licensor pursuant to this Agreement) shall
at all times remain the property of Licensor. Licensor hereby states that the
Licensor owns GOVMAX free of liens and encumbrances. Licensor grants,
and Licensee accepts, a non-exclusive, non-transferable license ("the
License") to use GOVMAX in accordance with the provisions of this
Agreement. GOVMAX may only be used by Licensee's own personnel for
the development of Licensee's operating and/or capital budget(s) and for
management use. Licensee agrees to take reasonable precautions to
provide adequate security to use and provide access to GOVMAX only as
permitted by this Agreement.
B. Prohibited Uses. Licensee recognizes that GOVMAX was developed by
Licensor and that Licensor claims copyright protections in GOVMAX to the
fullest extent provided by law and Licensee agrees that it will not infringe
upon or otherwise violate Licensor's copyright. Licensee shall not sell,
assign, license, sublicense, transfer, allow the use of, or otherwise convey
any of its rights to GOVMAX provided under this Agreement to any third
party, any other governmental, or non-governmental entity without
Licensor's prior written consent, which consent Licensor shall have the right
to either grant or deny in its sole discretion.
C. Software and Licensing Requirements. In order to operate GOVMAX,
additional third-party software licenses may be required. It is the
responsibility of Licensee to acquire all necessary third-party licenses and
to maintain sufficient numbers of such licenses to operate GOVMAX and to
satisfy all Agreement requirements by third parties. The following represent
the minimum requirements of Licensee:
1. Desktop computers and/or terminals with power and network
capacities sufficient to support high-speed internet access for
Licensee's users and providing HTML 5 compliant Internet Browser to
access GovMax application.
2. Security at the desktop or terminal location.
3. All table data in Licensor's required format and media.
In the event Licensee intends or endeavors to create or design reports
separate from those created or designed by Licensor, Licensee must
have properly licensed, updated, and maintained versions of the
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necessary third-party software. Specific information regarding technical
requirements for user-designed reports should be requested from
Licensor prior to Licensee's undertaking the report creation and design.
D. Data Ownership. Licensee is the sole owner of its data and as such will be
provided with access to all databases as requested. Licensor recognizes
that such data may contain material exempt from disclosure under State of
Florida public records laws and will turn over to Licensee for response any
request from a third party for access to or copies of said data.
V. TERM
The term of this Agreement shall commence on October 26, 2023 and shall
continue for an initial term of five years, with a renewal option of up to one
additional one-year period subject to written agreement of both parties.
VI. FEES
A. Annual Fee. The initial annual fee ("Fee") of Sixty-Five Thousand One
Hundred Forty-One Dollars and Twenty-Three Cents ($65,141.23) for this
Agreement shall be due and payable starting November 18, 2023 and
subsequent years of this anniversary date. The Fee shall be increased
annually by three percent of the preceding year's annual fee.
B. The Annual Fee may at Licensor's discretion be reduced according to the
table set forth in Exhibit B, attached hereto and made a part hereof.
Licensee may be eligible for such reduction if another governmental entity
("Affiliated Entity") whose budget is contained within Licensee's budget
purchases a GOVMAX license. The determination of whether any such
Affiliated Entity would qualify Licensee for a reduction of Licensee's Annual
Fee Increase shall be made solely at the Licensor's discretion. Examples of
governmental entities which may be deemed to qualify as an Affiliated
Entity could include a Clerk of Courts, a Sheriff's Office, a Tax Collector, or
a Supervisor of Elections.
C. From time to time Licensor may add Updates or Upgrades to GOVMAX. The
fee for Updates is included in Licensee's Fee. Upgrades represent major
changes and may require, at Licensor's sole discretion, a separate
implementation charge and/or an increase in the Fee as specified
hereunder. Upgrades will be implemented by Licensor on a date to be
mutually agreed between the parties, but not more than 12 months from
the date the Upgrade is first made available to Licensee.
D. Should Licensee refuse the implementation of an Upgrade, Licensor shall
continue full support under the terms of this Agreement for a 12 month
period following the date the Upgrade is first made available to Licensee.
VII. TERMINATION OF AGREEMENT
A. If the Licensee is in material breach or default, including non-payment of
any Fees, which is not cured within 30 days after receipt of the written
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notice of breach or default, then Licensor's Administrative Agent may
terminate this Agreement upon 30 days prior written notice.
B. If the Licensor is in material breach or default, including failure to perform
as provided in Section III which is not cured within 30 days after receipt of
the written notice, then Licensee may terminate this Agreement upon 30
days prior written notice.
C. Licensee may also terminate this Agreement for its convenience and
without cause upon 60 days prior written notice.
D. In the event the Licensor determines to no longer provide GOVMAX
services, Licensor shall provide written notice to Licensee at least one year
prior to discontinuing services at which point this Agreement shall
terminate. In that event, Licensor shall cooperate with Licensee in
transferring Licensee's data to Licensee.
E. Immediately following termination of this Agreement, Licensee shall return
all manuals, templates and product software to Licensor. Licensee further
agrees that it shall not disclose any trade secrets, proprietary contents or
protected intellectual property of Licensor's GOVMAX software system to
any person in accordance with Section 119.071(1)(f), Florida Statutes at
any time while such materials are in Licensee's possession. If Licensor
notifies the Licensee that it does not want such materials returned at the
termination or expiration of this Agreement, Licensee shall retain such
confidential, protected materials for the duration of the public records
retention requirements and at the expiration thereof, shall then destroy
them and shall then certify the occurrence of such event to Licensor. If
Licensor is in possession of any backup tapes of Licensee's data at the time
of termination, they shall be returned to Licensee at its sole expense.
Licensor shall be responsible for storage, disposition and applicable
confidentiality (if any) of any additional copies of such backup tapes it may
have produced for its own purposes and if Licensor so elects, it may destroy
such additional copies at the time allowed by Florida public records
retention requirements. Licensee shall be required to maintain copies of its
own confidential materials of data files to avoid costs of data retrievals from
Licensor.
VIII. LIMITED WARRANTY
A. Licensor certifies that it has a proprietary right and authority to license
GOVMAX and that GOVMAX is the copyrighted product of Licensor. Licensor
shall be solely responsible for, and Licensee shall incur no liability in
connection with, any claim that GOVMAX infringes a U.S. patent or
copyright or a third party's trade secrets, provided that:
1. Licensee promptly notifies Licensor in writing of the claim.
2. Licensor has sole control of the settlement or defense of any action
against Licensee as to which this indemnity relates (provided that
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there is no finding of fault against the Licensee and that the Licensee
is not required to contribute to any settlement).
3. Licensee reasonably cooperates with Licensor to facilitate such
defense. Other than the certification and Limited Warranty expressly
stated herein, there are no express or implied warranties relating to
GOVMAX covered by this Agreement, including but not limited to
warranties of merchantability or fitness for a particular purpose.
B. If GOVMAX or any portion thereof is held to constitute an infringing product,
Licensor shall allow Licensee to terminate this Agreement and shall refund
Fees to Licensee on a prorated basis for the period of time that Licensee
was unable to use GOVMAX due to an infringement claim.
IX. LIMITATION OF LIABILITIES
Licensor shall have no liability for any loss or claims resulting from any
application of GOVMAX, or results, of such application by Licensee or any other
party. Licensor's sole obligation and liability, if GOVMAX is defective or fails to
conform to specifications, shall be to correct software-coding errors in the
original code. In any event, Licensor's liability for any losses or damages which
arise out of or in connection with GOVMAX services provided under this
Agreement, whether the claim is in contract or otherwise, shall not exceed the
annual amount paid by Licensee pursuant to this Agreement. Under no
circumstances shall Licensor be liable for special, incidental or consequential
damages, including, but not limited to, loss of anticipated income or loss
resulting from business disruption, even if Licensor has been advised of the
possibility of such damages.
X. DISPUTE RESOLUTION
A. In the event of a dispute or claim arising out of this Agreement, the parties
agree first to try in good faith to settle the dispute by direct discussion. If
this is unsuccessful, the parties may enter into mediation in Sarasota
County, Florida, with the parties sharing equally in the cost of such
mediation.
B. Any and all suits or any claims for any and every breach or dispute arising
out of this Agreement shall be maintained in the appropriate court of
competent jurisdiction in Sarasota County, Florida. In the event mediation,
if attempted, is unsuccessful in resolving a dispute, the parties may proceed
to litigation as set forth below.
C. Any dispute, action or proceeding arising out of or related to this Agreement
will be exclusively commenced in the state courts of Sarasota County,
Florida, or where proper subject matter jurisdiction exists in the United
States District Court for the Middle District of Florida. Each party irrevocably
submits and waives any objections to the exclusive personal jurisdiction
and venue of such courts, including any objection based on forum non
conveniens.
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D. The parties hereby waive all rights to trial by jury for any litigation
concerning this Agreement.
E. This Agreement and the rights and obligations of the parties shall be
governed by the laws of the State of Florida without regard to its conflict of
laws principles.
XI. NOTICE/REPRESENTATIVES
The Licensor's Administrative Agent is designated to act on behalf of the
Licensor and to administer the terms and conditions of this Agreement. If
necessary, a specific Administrator may be authorized to perform the duties
and responsibilities of the Administrative Agent. Licensor's Administrative
Agent and Licensee's Representative are named below and may be changed at
any time by providing written notice to the other party.
Any notices of default or termination shall be sufficient if sent by the parties
via United States certified mail, postage paid, or via a nationally recognized
delivery service, to the addresses listed below:
Licensee's Representative: Licensor's Administrative Agent:
Name: Christopher Name: Jonathan T. Small
Johnson
Director -
Corporate
Title: Financial and Title: EIT Manager
Management
Services
Address: 3299 Tamiami Address: 1660 Ringling Blvd.
Trail E. Ste. 201
Naples, FL Sarasota, FL 34236
34112-5749
Telephone: 239-252-5812 Telephone: 941-861-5377
Facsimile: 239-252-8828 Facsimile: 941-861-5371
Christopher.Joh
E-mail: nson@collierco E-Mail: jtsmall@scgov.net
untyfl.gov
XII. NON-APPROPRIATION
The performance of obligations of either party under the Agreement is subject
to lawfully available appropriations.
XIII. MISCELLANEOUS
A. This Agreement constitutes the sole and complete understanding between
the parties and supersedes all other contracts between them, whether oral
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or written with respect to the subject matter. No amendment, change or
addendum to this Agreement is enforceable unless agreed to in writing by
both parties and incorporated into this Agreement.
B. The Licensor specifically agrees that all work performed under the terms
and conditions of this Agreement shall be completed within the time limits
as set forth herein, or as otherwise identified in the Licensee's purchase
order or specified by the Licensee's Administrative Agent, subject only to
delays caused by force majeure, or as otherwise defined herein. "Force
majeure" shall be deemed to be any cause affecting the performance of this
Agreement arising from or attributable to acts, events, omissions or
accidents beyond the reasonable control of the parties.
C. Licensee may not assign this Agreement without the prior written consent
of Licensor. Licensor may assign this Agreement to another entity or agency
in the event ownership of GOVMAX is transferred, or in the event Licensor
in its sole discretion deems such an assignment necessary in connection
with the performance of its obligations hereunder.
D. If any provision of this Agreement is deemed invalid or unenforceable, the
remaining provisions shall not be affected thereby. The terms and
conditions of this Agreement shall prevail over any provision of any
purchase order used by Licensee to order GOVMAX.
E. The parties hereto do not intend, nor shall this Agreement be construed to
grant any rights, privileges or interest to any third party.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
last below written.
Licensee:
f i ; COLLIER,g , F ORIDA
By:
- � � erk
>tpui�,
Attest a ��s t‘ firma,.s� r
sigrra ure ,nly-`•>:, Rick LoCastro, Chairman
f • ie ?jza', '
Date: 00110/2023
Approv to form a d orrectness
and I galit :
BY:
License Atto ey
Licensor:
SARASOTA COUNTY
BOARD OF COUNTY COMMISSIONERS
OF SARASO • COUNTY, FLORIDA
By: `1 d//I� /
3, -n R. Lewis, County Administrator
Date: 9/a‘P,--1'.-3
Executed by the County Administrator,
pursuant to Resolution No. 2004-095
Approved as to form and correctness:
By: /
County Uri ey �?
44a0/
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EXHIBIT A - SCOPE OF SERVICES
A. EQUIPMENT, SOFTWARE, AND SERVICES
1. Licensor shall coordinate the initial setup process to configure
GOVMAX to meet Licensee's individual requirements in the areas of
organizational structure and planning, backend systems integration,
custom reporting, and any other unique configurable settings to
match GOVMAX's operational capabilities to the specific business
goals identified by Licensee. The specific hosting services to be
provided by the Licensor are itemized herein. Licensor may from
time to time engage a third-party service provider to perform
services as the need arises. Licensor will negotiate with the Licensee
all requests and invoice Licensee on a case-by-case basis for internal
or outsourced service hours.
2. Licensor shall provide hardware platform, operating system, system
application and database maintenance.
3. Licensor shall perform maintenance and operations control on
GOVMAX.
4. Licensor shall store data and conduct daily backups of database.
5. Licensor shall provide security of GOVMAX and data.
6. Licensor shall provide one 8-hour training session, intended for
Licensee's system administration-level users. Additional user
training is available at Licensee's site, at Licensor's current support
rate, plus travel expenses. All travel expenses for Licensor's trainers
will be reimbursed in accordance with Section 112.061, Florida
Statutes or Sarasota County Resolution No. 2016-170, as either
may be revised from time to time, as applicable. Potential
participants in training sessions shall have, at minimum, a functional
understanding of personal computers and a working knowledge of
Microsoft Office products.
B. HOSTING SUPPORT SERVICES
Licensor's Data Center shall provide the following hosting support services:
1. Operations and Monitoring Services - GOVMAX is supported by an
on-site operations team providing 24 x 7 continuous system
monitoring; basic problem identification and resolution; escalation
and notification; change and problem management; operating
system security; data restores; vendor management; and batch
scheduling and monitoring within the Licensor's data center ("Data
Center"). Emergency Support is accessed by telephone at (941)
861-7100.
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EXHIBIT A - SCOPE OF SERVICES
2. System Administration Services - Systems are supported at the
Licensor's Data Center by an on-call system administration team
providing hardware/operating system installation, maintenance,
updates and upgrades, backup and recovery, hardware security,
performance tuning and capacity planning, configuration
management and data backup and restoration.
3. Database Administration Services - On-call database administration
teams will support systems located within the Licensor's Data
Center. Services included by this team are: hardware and software
review (memory, disk volumes, operating system levels and any
additional software required); compatibility review with existing
software; and technical support; MS SQL Server software
installation; support and recovery documentation patch support;
database backup software resolution; creation of database backup
scripts; automatic notification of event conditions; automatic action
on selected events (software failures); security reporting, and
capacity planning monitoring (disk, memory, CPU, MS SQL Server
licensing, etc.). Licensor will also perform upgrades and patches to
the MS SQL Server Relational Database Management System, as
published by MS SQL Server if determined to be appropriate by the
System Administrator. Licensor shall continually measure and
report disk utilization for average utilization during 15-minute
intervals over a 24-hour period of time. Should average disk
utilization exceed 90% over a 24-hour period of time a performance
problem will be identified and appropriate problem management
procedures invoked by Licensor.
4. Standard System Recovery Services - Licensor shall provide the
following data and system recovery services:
a. Use disk mirroring and off-site storage of backup tapes to
enable the restoration of service in the event the application
database is corrupted and/or damaged. The high-availability
architecture enables business continuance at degraded
performance levels. In the event that the primary computing
resources are made inoperable, GOVMAX will be available at
a degraded level of performance.
b. Daily backup of Licensee's data. Licensor stores copies of all
backup tapes in an off-site, environmentally controlled,
secure archive. Off-site storage is cycled on a daily basis. This
service is provided as a means to protect Licensee from total
loss of data in the event of a significant site failure.
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EXHIBIT A - SCOPE OF SERVICES
c. Ensure that all systems purchased by Licensor for use in the
performance of the services specified hereunder are equipped
with dual power supplies and are provided with commercial
power supported by separate uninterrupted power supplies.
The Uninterrupted Power Supply (UPS) facilities are
composed of battery back-up and diesel generators. The
battery back-up services are sufficient to support power
transition from primary power to the secondary power
provided by the diesel generators.
5. Archive Storage Services - Licensor shall provide the following
archive storage services:
a. Five years of adopted archives will be maintained on the
GovMax production server. Adopted archives older will be
moved to a secondary server for storage that will be
accessible for pulling reports.
b. If Licensee needs to access an older adopted archive, the
Licensee will open a ticket to request a copy be updated on
the production server. Cost for support is one hour at the
current rate. When the request is made, a completion date
will be determined so that the adopted archive can be
removed from the production server.
c. GovMax adopted archives take up considerable space and
resources so this move will improve the performance of the
production server.
C. APPLICATION SUPPORT SERVICES
Licensor shall provide the following support services:
1. GOVMAX will be available on a supported basis as described in this
Section. Licensor shall provide help desk support to Licensee's
Representative, or designee, and up to three system administrators
during standard hours (Monday through Friday, 8:00 a.m. to 5:00
p.m., Eastern Standard Time, (excluding Licensor's observed
holidays). The parties understand that any support, services, or
products will be requested only by persons authorized by the
Licensee's Representative to do so.
2. GOVMAX will be available outside of business hours on an
unsupported basis. Service requests that arise outside of business
hours shall be addressed the following business day. Additional
support can be made available outside of normal working hours with
reasonable advance notice upon mutual agreement of Licensor's
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EXHIBIT A - SCOPE OF SERVICES
Administrative Agent and Licensee's Representative. Additional fees
may apply to this service.
3. Any additional related services including custom reports will be
available from Licensor or Licensor's third-party service provider,
once specific requirements are provided by Licensee. Estimates for
any additional related services will be provided at Licensor's then
current rates.
4. Code Deployment Services: Unless an emergency deployment is
required, all code changes will be batched and deployed using the
following schedule:
a. All code changes are submitted to the Sarasota Change
Advisory Board (CAB) on Tuesdays.
b. The open maintenance window for production deployment is
scheduled for 12:01 a.m. - 10:00 a.m., Eastern Standard
Time, on Sundays. Notification will be given in advance if
deployment is to be made outside of the open maintenance
window.
(END EXHIBIT A)
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EXHIBIT B - ANNUAL FEE REDUCTION
I Number of Affiliated Entities Percent Reduction in Annual Fee
1 0.5%
2 0.75%
3 1%
The maximum reduction in a Licensee's Annua► Fee shall be no greater than 1%
regardless of the number of Affiliated Entities.
In order for Licensee to be eligible for any Annual Fee reduction, the Affiliated
Entity must have an active GOVMAX license on the date of Licensee's annual
license renewal.
(END EXHIBIT B)
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