Backup Documents 07/28/2009 Item #16E 5
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLu16 E 5
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. Original documcnts should be hand delivered to the Board Ollice. The completed routing slip and original
documents are to be forwarded to the Board Office only after the Board has taken action on the item.)
ROUTING SLIP
Complete routing lines #1 through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the
exc tion of the Chairman's si nature, draw a line throu h routin lines #1 throu h #4, co lete the checklist, and forward to Sue Filson (line #5).
Route to Addressee(s) Office Initials Date
(List in routin order
.;. 1.
2.
3.
4. Jennifer B. White, Asst. County Attorney County Attorney JBW 8-3-09
Board of County Commissioners tnbJ;
6. Clerk of Court's Office
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive
summary. Primary contact information is needed in the event one of the addressees above, including Ian Mitchell, need to contact staff for additional or missing
information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the
item.)
Name of Primary Staff Jennifer B. White, Asst. County Attorney Phone Number 252-8400
Contact
Agenda Date Item was 7-28-09 Agenda Item Number 16.E.5
Approved by the BCC
Type of Document License Agreement 09-5261 Number of Original Three
Attached Documents Attached
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is Yes N/A (Not
a ro riate. (Initial) A licable)
1. Original document has been signed/initialed for legal sufficiency. (All documents to be JEW
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney. This includes signature pages from ordinances,
resolutions, etc. signed by the County Attorney's Office and signature pages from
contracts, agreements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and ossib1 State Officials.)
2. All handwritten strike-through and revisions have been initialed by the County Attorney's JBW
Office and all other arties exce t the BCC Chairman and the Clerk to the Board
3. The Chainnan's signahrre line date has been entered as the date ofBCC approval of the JEW
document or the final ne otiated contract date whichever is a licable.
4. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's JBW
si nature and initials are re uired.
5. In most cases (some contracts are an exception), the original document and this routing slip JEW
should be provided to Sue Filson in the BCC office within 24 hours of BeC approval.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCes actions are nullified. Be aware of our deadlines'
6. The document was approved by the BCC on 7-28-09 and all changes made during the JBW
meeting have been incorporated in the attached document. The County Attorney's
Office has reviewed the chan es, if a licable.
I: Forms/ County Formsl BCe Formsl Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05. Revised 224.05
09-PRC-O 1283/2
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MEMORANDUM
Date: August 4,2009
To: Jennifer Belpedio- White
Assistant County Attorney
From: Teresa Polaski, Deputy Clerk
Minutes & Records Department
Re: Lease Agreement 09-5261
Enclosed please find two original of the document referenced above, Agenda
Item #16E5, adopted by the Board of County Commissioners on Tuesday,
July 28, 2009.
The Minutes & Records Department has retained an original document to
be kept in the Official Records of the Board.
If you should have any questions, please contact me at 252-8411.
Thank you.
Teresa Polaski
Enclosures
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LICENSE AGREEMENT #09-5261
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 make 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. 098380100 - License Agreement 1
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2. Basic Permissions.
All rights granted under 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 under any other circumstances is not permitted and will tenninate the license. Sublicensing is
not allowed.
3. Term and Termination.
This Agreement shall become effective 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 tem1ination 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 terms of this
Agreement and failed to correct the breach within 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
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PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY 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 HOLDER OR OTHER PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Payments.
All Fees under this Agreement shall be payable to Collier County by Sarasota County in accordance with
Chapter 218, Florida Statutes, known 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
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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
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16E5
IN WITNESS WHEREOF, Licensor and Licensee have executed the Agreement.
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
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c," .' .''': .-.s' .,~,~~t~-.l.<. ,::.'9j.
...' Dwight)3. B~~"Clerk of Courts 4J~
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By:
By. . " - t
,'.~ altoo..
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Dated: '"'\ \ "Z.. C\ \0 .at...... CM I · Donna Fiala, Chairman
- ,
(SEAL)
Approved as to form and legal
sufficiency.
~~~~
Assistant ounty Attorney
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,) y_f\J\0 \ \-'L r'2-
Print Name
SARASOTA COUNTY
BOARD OF COUNTY COMMISSIONERS
OF SARA TACO Y, FLORIDA
By:
J2- .l.ooll{ .leY
Date:
Exe uted by th County Administrator
Pursuant to Sarasota County Ordinance
No. 2009-016.
WITNESS:
Print N am :,___J//tIJ N 15 el/Tfc;A!
Signed By:\., ~tI-t~
Date: 'rjptJ)Jt(
( I
APPROV~D AS T F IJM AND CORRECTNESS:
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fA ~~ ~OUNTY ATTORNEY
Procurement No. 098380100 - License Agreement 5
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Appendix 1
The licensed program <Application Name) is: Bernie - Vendor Evaluation Application
Source codes - C# developed in Visual Studio 2008
File hash - TBD
Terms:
The cost for the program is $25,000. Payment is due at the end of the evaluation period.
Evaluation period: TBD
The stated cost includes up to 8 hours (1 business day) of software knowledge transfer services on site in
Sarasota County offices during the evaluation period
Procurement No. 098380 1 00 - License Agreement 6
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