Item D33
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: June 21 ,2006
Division: Budget & Finance
Bulk Item: Yes l
No
Department: OMB
AGENDA ITEM WORDING:
Approval to renew the existing Hosted Application Service Agreement with Sarasota County for one
addi tional year.
ITEM BACKGROUND: Our existing agreement allows the County an option to renew the license
agreement for (2) renewal periods of (1) year each.
PREVIOUS RELEVANT BOCC ACTION: On March 19,2003, the BOCC approved a three (3)
year license agreement to use the Governmental Enterprise Management System or GovMax.
CONTRACT/AGREEMENT CHANGES: Renew contract for one additional year.
STAFF RECOMMENDATIONS: Approval
TOTAL COST: $21,695.41
BUDGETED: Yes ~ No
COST TO COUNTY: $21.695.41
REVENUE PRODUCING: Yes
No
AMOUNT PER MONTH_ Year
APPROVED BY: County
DIVISION DIRECTOR APPROVAL:
DOCUMENTATION:
Included X
To Follow_
Not Required ___
DISPOSITION:
AGENDA ITEM
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Sarasota County BOCC Contract # -
Effective Date: June 1, 2006
Expiration Date: May 31 2007
Contract PurposefDescription:
Renewal of Hosted Application Service Agreement (Gov Max)
Contract Manager: Tina Boan 4472 OMB Stop # 1
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on 6f21 f06 Agenda Deadline: 6f6f06
CONTRACT COSTS
Total Dollar Value of Contract: $ 21,695.41
Budgeted? Yes[;8J No D Account Codes:
Grant: $
County Match: $
Current Year Portion: $
001-00104-530340-_ _
ADDITIONAL COSTS
Estimated Ongoing Costs: $_fyr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
County Attorney
YesDNJ
YesD Noi
Date Out
Date In
Division Director
Risk Managemfi1~
O. tvflr.fPurchas~
Comments:
OMS Form Revised 2/27/0 I Mep #2
SARASOTA COUNTY
HOSTED APPLICATION SERVICE AGREEMENT
First Renewal
This renewal ("Renewal") is made and entered into this _ day of June 2006, between
the Monroe County Board of County Commissioners, referred to as "LICENSEE" and
Sarasota County, referred to as "LICENSOR",
WITNESSETH:
WHEREAS, the parties entered into a three (3) year agreement (reference Sarasota
County contract #2003-282, "License Agreement") commencing June 1, 2003 with a
three (3) year term and the option to renew the License Agreement for up to two (2)
renewal periods of one (1) year terms; and
WHEREAS, the LICENSEE desires to exercise the option to extend the License
Agreement from June 1,2006 until May 31,2007 and deems said arrangement to be in
the best interest of Monroe County.
NOW, THEREFORE, IN CONSIDERATION of the mutual promises contained herein,
the parties hereby agree to renew and extend the License Agreement as follows:
1. The agreement shall be extended for a one-year period commencing June 1, 2006
and ending May 31, 2007.
2. In all other respects, the License Agreement, shall remain in full force and effect.
(SIGNATURES ON FOLLOWING PAGE)
1
IN WITNESS WHEREOF, the parties have executed the Renewal as of the date first
above written.
ATTEST:
Danny L Kolhage
Clerk of the Circuit Court and
Ex-Officio Clerk ofthe Board of
County Commissioners
ATTEST:
KAREN E. RUSHING, Clerk
of the Circuit Court and
Ex-Officio Clerk of the
DEPUTY CLERK
Approved as to form and correctness:
BY:
LICENSEE:
Monroe County Board of County
Commissioners
Monroe County, Florida
By:
Mayor Charles "Sonny" McCoy
Date:
Board of County
Date:
2
SARASOTA COUNTY
HOSTED APPLICATION SERVICE AGREEElVIENT
CONTRACT NO. dOO ~ ._~ fd-
Bce APPROVED Co /.;) ~ ( o~
THIS HOSTED APPLICATION S~RVICE AGREEEMENT, made and entered into
this /1J;t, day of VYJ~2003 by and between MONROE 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: The Licensor hereby grants to Licensee a non-exclusive and non-
transferable hosted application service agreement, hereinafter referred to as "License
Agreement" to use the Governmental Enterprise Management System, hereinafter
referred to as "GEMS". The GEMS system encompasses an integrated Capital Projects
and Operating Budget system. This License Agreement covers the use of both of these
systems used together or separately. Appendix I lists the acronyms and Appendix II lists
definitions of terms used in this License Agreement.
TERMS AND CONDITIONS
A. Services Provided:
I. The service covered by this License Agreement is GEMS ("the Service").
Licensor agrees to provide access to its Operating and/or Capital Budget
Systems and shall be deemed to have occurred when connection is made
by electronic connection via the Internet on or before thirty (30) days
following the commencement date of this License Agreement. Licensor
will provide the following services.
a. Provide Hardware platform, operating system, system application
and database;
b. Perform maintenance and operations control on the above
mentioned system;
c. Store data and conduct daily backups of database;
d. Provide security of system and data;
e. Provide training on the use of the system limited to the functions of
the GEMS system and assumes knowledge of basic computing. ~
Eight hours of on-site training will be available. Additional hours-
of training would be available in Sarasota County;
f Provide help desk support to the Budget Manager and up to two (2)
system administrators;
g. Provide consulting services of up to 40 hours on database
population and database field requirements. Specific field
requirements will be provided by licensor under separate cover;
PISarasota CountylMonroe county droit agreement 03 17 2003 doc
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h. Provide views (data warehouse) appropriate to Licensee needs for
analysis and publication of up to 40 hours programmer time.
2. Hours of Support. Supported services by Licensor will be made available
during normal working hours (8:00 a.m. to 5:00 p.m., eastern time). The
GEMS system will be available during extended hours on an unsupported
basis with problems being resolved at the beginning of the next normal
business hour cycle. Support can be made available during non-working
hours upon agreement of Licensor's Administrative Agent. Extensions of
hours to support services cannot be assumed Licensee as they may impact
other systems. Data Center hosting support includes:
a. Operations and Monitoring Services - Systems are each supported
by an on-site operations team providing 24 x 7 continuous system
monitoring; level 1 problem identification and resolution;
escalation and notification; change and problem management;
operating system security (when available); printer administration;
password administration; data restores; vendor management; and
batch scheduling and moni toring.
b. System Administration Services - Systems are supported by an on-
eall system administration team providing hardware/operating
system installation, maintenance and upgrades, backup and
recovery, hardware security, performance tuning and capacity
planning, configuration management and data backup and
restoration.
c. Database Administration Services On-call database
administration teams will support systems located within the 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.
d. Application Administration Services On-call application
administration service teams will maintain the GEMS application
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within the test and production systems located within the Data
Center.
e. Standard System Recovery Services - Licensor provides a variety
of data and system recovery services. Some of these are provided
as part of Sarasota County's Hosting Services, as described below.
Others, such as Hot Stand-by and Cold Stand-by facilities, can be
optionally provided as desired by Licensee.
(i) The use of disk mirroring and off-site storage of
backup tapes enable the restoration of service in the
event the application database is corrupted and or
damaged. The high-availability architecture enables
business continuance, albeit at degraded
performance, in the event that the primary
computing resources are made inoperable.
(ii) Licensor implements and maintains managed disk
with a mirrored capability. This configuration is
provided as a first level of data recovery.
(iii) Licensee data will be backed-up daily. 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.
(iv) All systems purchased by Licensor 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.
3. Grant of License and Permitted Uses. GEMS shall at all times remain the ~
property of Licensor. Licensor grants, and Licensee accepts, a non--
exclusive, non-transferable software license ("the License") to use GEMS
in accordance with the provisions of this Service Agreement. GEMS may
only be used by Licensee's own personnel for the development of
Licensee's operating and/or capital budget(s) and management use.
Licensee agrees to take reasonable precautions to provide adequate
security to use and provide access to GEMS only as permitted by this
License Agreement.
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4. Prohibited Uses. Licensee recognizes that GEMS was developed by
Licensor, that Licensor claims copyright protections in GEMS 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 the GEMS System provided under this License
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.
5. Software and Licensing Requirements. In order to operate GEMS,
additional software licenses may be required. It is the responsibility of
Licensee to acquire all necessary licenses and to maintain sufficient
numbers of licenses to operate GEMS and to satisfy all license agreement
requirements by others. The following represent the minimum
requirements of Licensee:
a. Desktop computers or terminals with sufficient power to move
large amounts of data over the internet;
b. Internet access DSL or higher bandwidth;
c. Software licenses for report writers (Crystal Reports) and web
browsers (Internet Explorer 6.0);
d. Security at the desktop or terminal location;
e. All table data in Licensor's required format and media
6. Data Ownership. Licensor recognizes that 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 State of Florida Public Records Disclosure Act and will turn
over to Licensee for response any request from a third party for access to
or copy (ies) of said data.
~
B. Term: The term of this License Agreement shall commence on
5 Vvtt: ( 2003, ("Commencement Date") and shall continue for three
(3) years thereafter, or such earlier date on which the term is cancelled pursuant:
to the provisions of this License Agreement. Provided the Licensee is not in ~
default under the terms of this License Agreement, the Licensee may elect to
renew the License Agreement for up to two (2) renewal periods of one (1) year
each. The option to renew the License Agreement shall be exercised in writing
not later than ninety (90) days prior to the end of the initial licensing period or the
first renewal period and signed by Licensee or its authorized agent. The terms
and conditions during such renewal period shall be the same, except the fee shall
be adjusted as provided in Section C of this License Agreement.
C. Payment of Fees:
4
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Ilosted Application Service Agreement
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I. Annual Fee For Use of License. Licensee agrees to pay to the Licensor or
Licensor's Administrative Agent, or assigns, at the address identified in
this License Agreement, or other place as the Licensor may from time to
time designate by notice in writing, a fee of $20,000 per annum for both
the Operatin2 and Capital modules, or a fee of $15,000 per annum for
just one of these modules.
2. Fee Adjustment: The fee shall be increased annually on the anniversary
date of the Commencement Date of the initial term hereof in direct
proportion to the percentage increase in the cost of living as determined by
the Consumer Price Index, U.S. City Average, all items (1967 = 100),
published by the U.S. Bureau of Labor Statistics of the U.S. Department of
Labor, or any revision equivalent thereto published by the Bureau; or three
percent (3%) of the preceding year's base fee cost, whichever is less. If
there ceases to be any such publication as the Consumer Price Index
referenced above, some other substantially equivalent price index
generally recognized as authoritative, may be substituted, provided that
such index substitute is found to be mutually agreeable to the Licensor and
the Licensee; provided that any such alternative index shall be
appropriately reconciled to the 1967 base 100. The increased fee shall be
determined by multiplying the preceding year's base fee cost by a fraction,
the numerator of which shall be the index for the latest month published
immediately prior to the beginning of the new term and the denominator
of which shall be the index number for the same month one year earlier; or
by multiplying the preceding year's base fee by three percent (3%),
whichever is less. In no event shall the annual fee for any year decrease
below the annual fee for the preceding year. Monroe County's
performance and obligation under this agreement is contingent upon an
annual appropriation by the Board of County Commissioners.
3. The Licensee is a local government agency, therefore, the Licensee shall
not be deemed in default for failure to pay the License fee, if the fee is
paid in accordance with the terms of the Florida Statutes Chapter 218. The
Florida Prompt Payment Act shall control as to the time by which such fee
must be r~ceived by the Licensor.
D. Tennination of License Agreement:
1. If the Licensee is in material breach or default, including non-payment of .
any fees or invoices, which if curable, is not cured within thirty (30) days'
after receipt of the written notice of breach or default, then Licensor's
Administrative Agent may terminate this License Agreement upon thirty
(30) days prior written notice.
2. Immediately following termination of this License Agreement, Licensee
shall either destroy or return all manuals, templates and product software
provided by Licensor and certify in writing to the Licensor's
Administrative Agent that the Licensee has destroyed any such materials,
which have not been returned.
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3. In the event Licensor terminates the delivery of services through the
service bureau, or elects not to exercise the option to renew the License
Agreement, Licensee may elect to purchase a copy of the system code
described in the License Agreement, for the sole use of the Licensee, for a
purchase price in the amount of $150,000, payable within thirty (30) days
from the date the purchase option is exercised.
4. If the Licensor is in material breach or default, including failure to
perform as provided in section A "Services Provided" which is not cured
within thirty (30) days after receipt of the written notice of breach or
default, then Licensee may terminate this License Agreement upon thirty
(30) days prior written notice.
E. Limited Warranty. Licensor certifies that it has a proprietary right and authority
to license GEMS and that GEMS is the copyrighted product of Licensor.
Licensor shall be responsible for any claim that GEMS infringes a U.S. patent or
copyright or a third party's trade secrets; provided that:
I. 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; and
3. Licensee reasonably cooperates with Licensor to facilitate such defense.
Other than, the certification and Limited Warranty expressly stated in this
Section (E), there are no express or implied warranties relating to GEMS
covered by this License Agreement, including but not limited to
warranties of merchantability or fitness for a particular pUrpose.
F. Limitation of Liabilities: Licensor shall have no liability for any loss or liabilities
resulting from any application of GEMS, or results, of such application by
Licensee or any other party. Licensor's sole obligation and liability, if GEMS 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 GEMS services provided under
this License Agreement, whether the claim is in contract or otherv,rise, shall not
exceed the annual amount paid by Licensee for the particular licensed GEMS
System as to which the claim arose. 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 0 f such damages.
G. Applicable Law and Venue:
1. This License Agreement shall be deemed to be a Florida agreement and
shall be governed as to all matters of validity, interpretation, obligations,
performance or otherwise, exclusively by the Laws of the State of Florida,
and all questions ansmg with respect thereto shall be determined 111
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accordance with such laws. Regardless of where actually delivered and
accepted, this License Agreement shall be deemed to have been delivered
and accepted by the parties in the State of Florida.
2. Any and all suits or any claims or for any and every breach or dispute
arising out of this License Agreement shall be maintained in the
appropriate court of competent jurisdiction in Sarasota County, Florida.
H. Licensor's Administrative Agent: The Licensor's Administrative Agent is
designated to act on behalf of the Licensor and to administer the terms and
conditions of this License Agreement. If necessary, a specific Administrator may
be authorized to perform the duties and responsibilities of the Administrative
Agent. The Licensor's Administrative Agent is Thomas J. Williams, Manager,
Fiscal Planning.
1. Notices: Except as otherwise provided herein, all notices required or permitted
under this License Agreement shall be made in writing and shall be deemed given
and served when deposited in the United States Mail, postage prepaid and
certified, directed as follows:
If to Licensor: Sarasota County Government
1600 Ringling Boulevard
Sarasota, Florida 34236
Attn: Thomas J. Williams, Manager, Fiscal Planning
With copies to: Sarasota County Government
1600 Ringling Boulevard
Sarasota, Florida 34236
Attn: Stephen D. DeMarsh Esq. Deputy County Attorney
Robert G. Cobb, Contracts
If to Licensee: Momoe County Government
1100 Simonton Street
~ Key West, Florida 33040
Attn: Jennifer Hill, Budget Director
With Copies to: Monroe County Government
1100 Simonton Street
Key West, Florida 33040
Attn: Richard Collins, Esq. County Attorney
Either party may change its address by giving written notice of such change.
J. Miscellaneous:
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1. This License Agreement consti tutes the entire agreement between the
parties with respect to GEMS and the matters discussed herein and no
prior contracts, representation, condition, understanding, or agreement of
any kind, oral or written, shall be binding upon the parties unless
incorporated into this License Agreement in writing. This License
Agreement may not be modified or amended except in writing by mutual
agreement by both parties.
2. If any provision of this License Agreement is deemed invalid or
unenforceable, the remaining provisions shall not be affected thereby. The
terms and conditions of this License Agreement shall prevail over any
printed provision of any purchase order form used by Licensee to order the
GEMS System.
3. This License Agreement contains and embodies all the representations,
covenants and promises made by the parties hereto, and no modifications
or amendments hereof shall be valid unless in writing and executed by the
parties hereto.
K. This License Agreement will be effective when it has been signed by Licensee's
Chair or Vice Chair and signed by the Licensor's Chair or Vice Chair. Licensee's
signature below constitutes its acceptance for the License Agreement.
IN WITNESS WHEREOF, the LICENSOR and the LICENSEE have duly executed
this: License Agreement on the day and year first above written.
...-..'."..... '
:l,':
MONROE COUNTY
BOARD OF COUNTYCOMMISSIONERS
OF MONROE COUNTY, FLORIDA
b.c:
. olhage
em of the Circuit Court and Ex-
Officio Clerk of the Beard of County
Commissioners.
Ha.y-v-
Chair
"LICENSEE"
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PISarasota Countyl!v1o[]foc county drat'( agreement 03 17 2003 doc
Hosted Application Service Agreement
i'vlonroe County, F
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ATTEST:
)
'G!.~
,
Cler f the Circuit Court and Ex-
OfficIo Clerk of the Board of County
Commissioners.
Appr ved as to form and correctness:
:::--5lD
P:\Sarasota County\Monroe county draft agreement 03 17 2003.doc
SARASOTA COUNTY
BO~ CO., MM. ISSIONERS
OF S orA COUNTY, RID
By: .
Its:" ~
Chair
"LICENSOR"
9
Hosted Application Service Agreement
Monroe County, F
April 2,2003
Appendix I
ACLS Access Control List
ASP Application Service Provider
BIA Business Impact Analysis
CPU Central Processing Unit
GEMS Government Enterprise Management System
DB Database
HA Hi -Availability
LAN Local Area Network
SecOS Security Operatin,g System
SLA Service Level Agreement
WAN Wide Area Network
UPS Uninterrupted Power Supply
VPN Virtual Private Network
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Appendix II
Definitions
Catastropbic Loss shall mean a condition in which the GEMS Data Center, or a portion
thereof and the processing environments being hosted, are unavailable for a period
greater than 120 continuous hours. The cause of catastrophic 10ss shall be limited to acts
of war, acts of God, earthquake, flood, fires, exp 105ions, riots, sabotage or governmental
acts or acts of government-regulated utilities.
CPU Utilization shall be continually measured and reported for average utilization
during IS-minute intervals over a 24-hour period of time. Should average CPU
Utilization exceed 75% over a 24-hour period of time a performance problem will be
identified and appropriate problem management procedures evoked
Customer Data shall mean all materials, data, databases, documents, images, designs,
drawings, music, sound recordings and other similarly stored material, permanently or
temporarily on "LICENSEE" Equipment, and all information with respect to the use of
such materials and by user's of "LICENSEE'S" services, such as nature and frequency of
access, user's identity, IP address, domain name, user's financial information, users digital
or electronic signature, user's telephone numbers, and any other similar information,
identifiable or not, that pertains, relates to or results from any access to "LICENSEE'S"
equipment by a third party through modem or telephone lines. Customer Data also
includes any report, summary, and statistical or other analysis of any or all of the
Customer Data.
Customer Registration Form shall mean the list that contains the names and contact
information (e.g., pager, email and telephone numbers) of "LICENSEE" and individuals
authorized by the same for the administration of the System.
Government Enterprise Management System or GEMS shall mean the Sarasota
County Government Enterprise Management System Background Intellectual Property
including the object code and all Foreground Intellectual Property related thereto.
Data Center(s) shall mean any of the facilities used by Sarasota County to provide the
Service(s).
Designated System shall mean the computer hardware and operating system
configuration designated on the relevant Order for which the Programs are licensed to
"LICENSEE" under this Agreement or Software License Agreement.
Disk Utilization shall be continually measured and reported for average utilization
during IS-minute intervals over a 24-hour period of time. Should average Disk
I!
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Utilization exceed 90% over a 24-hour period of time a performance problem will be
identified and appropriate problem management procedures evoked.
Downtime shall mean that the Government Enterprise Management Application and or
the application database are unavailable to "LICENSEE" from "LICENSEE'S" network
connection.
Employee shall mean a person employed in a pennanent full time status as defined by
the U. S. Department of Labor, except that consultants, contractors, subcontractors, and
contracted individuals are specifically excluded.
End User unless otherwise specified in the Order, shall mean a specific individual
employed by "LICENSEE" who is authorized by "LICENSEE" to use the Sarasota
County Programs on the Designated Systems, regardless of whether the individual is
actively using the Programs at any given time.
Enhancement shall mean installing, delivering, supporting, and/or changing the
Software Products software including, but not limited to, designing, developing,
programming, implementing, documenting, and producing Software Products:
· To assure the software complies with changes in dynamic ordinances, laws and
statutes.
· To keep the software compatible to "LICENSEE'S" platform.
· To keep the software compatible to "LICENSEE'S" changing business processes.
· To respond to requests for new functional or technical capability, look and feel, or to
provide an upgrade specifically requested by "LICENSEE".
Executable Code shall mean the fully compiled version of a software program that can
be executed by a computer and used by an End User of that program without further
compilation.
Foreground Intellectual Property means all Intellectual Property that is conceived, or
made, or reduced to a tangible medium of expression during any services provided or any
activities conducted by Sarasota County pursuant to this Agreement.
Information Services shall mean consulting, work, tasks, jobs, analyses, and other
services producing information or software, standards, correspondence, memoranda,
working papers, system descriptions, documentation, specifications, user guides,
products, or derivatives thereof.
Initial Term shall mean the minimum teml for which Sarasota County will provide the
Service(s) to "LICENSEE", as indicated herein. Except as otherwise expressly provided
in this Agreement, Sarasota County is obligated to provide and "LICENSEE" is obligated
to pay for each Service through its Initial Term and any Renewal Term.
Machine-readable shall mean in a machine executable language.
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Maintenance shall mean the correction of any residual errors that may be discovered by
Sarasota County or "LICENSEE" in any Sarasota County provided proprietary or
non-proprietary software under a maintenance fee contract for Supported Program
Licenses or Contracts at no additional charge. Suspected errors in the software discovered
by "LICENSEE" will be handled according to Sarasota County's Software Service
Support and Maintenance procedures in effect on the date Software Service Support and
Maintenance is ordered or as directed in the Program License or Contract, subject to
payment by "LICENSEE" of all applicable Software Service Support and Maintenance
fees. Coverage under the maintenance fee contracts excludes: (i) malfunction or
inoperability of Supported Programs software caused by changes or additions in
"LICENSEE'S" platform or in the Supported Programs software by anyone other than
Sarasota County, if the Supported Programs software would have functioned or operated
correctly without the changes or additions or without the change in platform, (ii) errors
found to be caused by "LICENSEE" supplied data, machine or operator failure,
"LICENSEE" negligence, or enhancements, modifications, or changes by anyone other
than Sarasota County, or (iii) any other cause not inherent in the software as delivered
and provided by Sarasota County.
Sarasota County Software shall mean the software product(s) for which Sarasota
County owns the copyright including any adaptations, translations, de-compilations,
disassemblies, emulations, or derivative works thereof
Sarasota County Supplied Equipment shall mean any computer hardware, software
and other tangible equipment and intangible computer codes contained therein provided
by Sarasota County for use by "LICENSEE".
Sarasota County Technology shall mean Sarasota County's proprietary technology,
including Sarasota County's Services, software tools, hardware designs, algorithms,
software (in source and object forms), user interface designs, architecture, class libraries,
objects and documentation (both printed and electronic), know-how, trade secrets and
any related intellectual property rights throughout the world (whether owned by Sarasota
County or licensed to Sarasota County from a third party) and also including any
derivatives, improvements, enhancements or extensions of Customer Technology created
and conceived, reduce to practice, or developed during the term of this agreement by
Sarasota County that are not uniquely applicable to "LICENSEE" or that have general
applicability in the art.
Non-Sarasota County Software shall mean software to which a party other than
Sarasota County owns the copyright.
Price List shall mean Sarasota County's standard commercial fee schedule that is in
effect when Software Products or Service Support and Maintenance services are ordered
by "LICENSEE".
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April 2. 2003
Program or Programs shall mean: (i) the computer software code owned or distributed
by Sarasota County for all Software Products and services outlined in this Agreement for
which "LICENSEE" has been granted a license pursuant to a license agreement or
contract between "LICENSEE" and Sarasota County ("Software License Agreement" or
"Service Level Agreement"); and (ii) the user guides and manuals for use of the software
("Documentation"); and (iii) Updates of Software Products.
Program License or Contract shall mean a Pro gram license or contract for which
"LICENSEE" has ordered Software Products or Services for the relevant time period
under this Agreement.
Proprietary Information shall mean information, whether in tangible, machine
readable, or electronic form, disclosed by either of the parties to the other, which the
disclosing party at the time of disclosure identifies electronically or in written or other
tangible form of expression as confidential and/or proprietary by means of a legend,
marking, stamp or other notice identifying the information to be confidential and/or
proprietary, or information disclosed orally or visually by a party to this Agreement,
where the disclosing party identifies such information as confidential and/or proprietary
at the time of disclosure and, within thirty (30) days after such oral or visual disclosure,
reduces the subject matter of the disclosure to a tangible or electronic form properly
identified in the manner described above and submits it to the receiving party.
Registered User shall be any input device equipped with the required capabilities for
running at least one instance of the Government Enterprise Management (GEMS)
Application.
Renewal Term shall mean any service term following the Initial Term.
Residual Error For the purposes of this Agreement, residual errors include software
malfunctions, and programming, coding, and syntax that cause the Software Products to
fail to conform to the contract requirements, Statement of Work, or as advertised in
Sarasota County written material and after having been successfully acceptance tested,
but excludes additional functionality or features not included in the contract
requirements, Statement,ofWork, nor advertised in Sarasota County written material, nor
included in an amendment to this Agreement. Also, "Residual Errors" and "generally
made available under maintenance contracts at no additional charge" exclude (i)
malfunction or inoperabiIity of Supported Programs software caused by changes or
additions in "LICENSEE"'s platform or in the Supported Programs software by anyone
other than Sarasota County, if the Supported Programs software would have functioned
or operated correctly without the changes or additions or without the change in platform,
(ii) errors found to be caused by "LICENSEE" supplied data, machine or operator failure,
"LICENSEE" negligence, or enhancements, modifications, or changes by anyone other
than Sarasota County, or (iii) any other cause. not inherent in the software as delivered
and provided by Sarasota County.
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April 2, 2003
Service Commencement Date shall mean the agreed upon date Sarasota County will
begin providing the Service(s) to "LICENSEE". As indicated herein service shall begin
the next business day after execution of this Agreement by "LICENSEE".
Service(s) shall mean the specific service(s) provided by Sarasota County as described in
the Statement of Work.
Software Maintenance and/or Technical Service Support shall mean services
provided under this Agreement for the Software Products designated herein, which are
made available pursuant to and detailed in the Software License Agreement and/or the
Service Level Agreement.
Software Service Support and Maintenance shall mean the Program support services
provided under Sarasota County's Software Service Support and Maintenance policies in
effect on the date Software Service Support and Maintenance is ordered.
Specification Sheet shall mean the detailed description of each Service, ordered by
"LICENSEE".
Supported Program License or Contract shall mean a Program license or contract for
which "LICENSEE" has ordered Software Service Support and Maintenance services for
the relevant time period under this Agreement.
System Availability shall be measured as follows: (Total Minutes of the Month-
Minutes of Scheduled Service -Minutes of Downtime) / (Total Minutes of the Month-
Minutes of Scheduled Service)
Time and Materials shall mean Sarasota County will charge "LICENSEE" for such
service on a time and materials basis at the agreed rate per person hour, plus full
reimbursement of materials at Then current retail price, plus handling charges for
materials plus reimbursement of travel, lodging, and per diem expenses.
Update(s) shall mean subsequent releases of the Programs, which are generally made
available for Supported Program Licenses or Contracts at no additional charge, other than
media and handling char,ges. Updates shall not include any releases, options or future
products which Sarasota County licenses or provides to customers separately under
consulting or customized software contracts.
Work shall mean any tangible deliverable provided by Sarasota County to "LICENSEE"
as described in the Statement of Work.
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PISarasota COllnty\Monroe county draft agreement 03 17 2003.doc
Hosted Application Service Agreement
Monroe County, F
April 2, 2003