HomeMy WebLinkAbout2021-045ALICENSE AGREEMENT
This License Agreement ("Agreement'), effective as of the date of the last signature below
(the "Effective Date"), is by and between United Way of Indian River County, a non-profit
corporation, located at 1836 14th Avenue, -Vero Beach, FL 32960 (" UKRC") and Indian River
County, a political subdivision of the State of Florida, whose mailing address is 1801 271h Street,
Vero Beach, FL 32960 (Indian River County).
RECITALS
A. Indian. River County collaborates with, public and private entities and mobilizes
resources to solve specific human, education, and health service problems affecting- women,
children and families in Indian River County
B. UWIRC is a non-profit organization that focuses resources on the most critical
human care needs in Indian River County, Florida. To further its mission of addressing critical
human care needs, UWIRC funds many programs and community services offered by nonprofit
organizations located in Indian River County.
C. Indian River County wishes to license from UWIRC certain software known as the
"e-CImpact software" that allows third parties to organize and facilitate the administration and
management of their annual grants cycle, administered by Indian River County via the Internet.
D. UWIRC is willing to license such software to Indian River County under the terms
and conditions below in order to assist with Indian .River County funding to charitable
organizations located in Indian River County ("Agencies" or "Agency').
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:,
AGREEMENTS
1. License and Ownership.
1.1 License and Restrictions. UWIRC hereby grants to Indian River County a non-
exclusive, non -transferable, non -sub licensable limited license to access and use solely for Indian
River County internal business purposes one (1) copy of the e-CImpact software, as the e-CImpact
software shall be configured by UWIRC or its suppliers to perform the functions as defined in
Exhibit A (the "Software "). Indian River County will not have access to any other functions of
the e-CImpact software, other than the Software as defined in Exhibit A, unless otherwise, mutually
agreed upon in writing by the parties. UWIRC or its suppliers shall provide Indian River County
access to the Software via an Internet website provided for Indian River County by UWIRC or its
suppliers (the "Software Site "). IndianRiver County shall not reverse engineer, mirror, re -publish,
disassemble; decompile, modify, sublicense, resell, distribute,lease, make any commercial use of,
use on a timeshare or service bureau basis, or otherwise generate revenue from the Software or the
Software Site. Indian River County shall not remove or alter any trademark, logo, copyright or
other proprietary notice, label or symbol in or on the. Software or the Software Site.
1.2 Intellectual Property Ownership. Nothing in this Agreement shall be construed to
grant Indian River County any ownership or other rights in the Software or the Software Site
beyond the limited license granted in Section 1.1 above. As between Indian River County and
UWIRC, UWIRC is the sole and exclusive owner of all intellectual property rights in the Software
and the Software Site. UWIRC retains, all right, title and interest (including trademark, copyright,
patent, trade secret and all intellectual property rights). in the Software and the Software Site.
1.3 Changes to the Software. UWIRC may, at its sole discretion, -modify, enhance
and/or expand, or have its suppliers modify, enhance and/or expand, the features of the Software
and the Software Site from time to time. Such modifications shall beat no additional cost.to Indian
River County unless otherwise mutually agreed upon by the parties.
2. Fees
2.1 Fees. Indian River County shall pay the license fees for use of the Software and
access, to the Software Site as set forth in Exhibit B. Indian River County use of the Software may
not exceed the number of users and profiles set forth in Exhibit B. Any use of the Software by
Indian River County may be subject to additional fees of $1.81 per additional agency profile and
$29.18 per hour of United Way Staff time in excess of the use limitations set forth in Exhibit B.
2.2 Payment Terms. Indian River County shall pay the fees due to UWIRC under
Section 2.1 on'a quarterly basis, with the first payment due and payable on the first day the
Software is accessible by Indian River County via the Software Site. Thereafter, each quarterly
payment is due and payable no later than ten (10) days from the beginning of each quarter. In the
event IndianRiver Countyshould exceed in a given quarter the use limitations identified in Exhibit
B, additional fees incurred as well as any other fees due UWIRC under this Agreement, shall be
invoiced quarterly in arrears; all such invoices are due and payable within thirty (30) days from
the. date of the invoice. UWIRC reserves the right to chargeinterest on late payments at the rate
of 1.5% per month or the highest rate permitted by law. UWIRC may suspend Indian River County
access to the Software if Indian River County payment of fees is ninety (90) or more business days
delinquent.
2.3 Fee Adiustments. UWIRC may, upon at least sixty (60) days prior written notice
to Indian River County adjust the fees paid by Indian River County for the Software. Indian River
County shall have the option, within fifteen (1.5) days of receiving such notice from UWIRC to
either (i) modify the terms of this Agreement upon mutual written agreement of the parties or (ii)
terminate this Agreement in accordance with Section 5.2.
3. INDIANRIVER COUNTYResponsibilities
3.1 Administrative Account. Indian River County is responsible for all use of the
Software Site. Indian River County is responsible for maintaining the confidentiality of all
usernames and passwords necessary to access the Software via the Software Site. Indian River
County shall immediately notify UWIRC of any unauthorized use of the Software or the Software
Site of which Indian River County becomes aware.
3.2 Content and Use. Indian River County is solely responsible for the content of all
visual, written, audible, or any other communications on the Software Site. Indian River County
shall not use the Software or the Software Site to send unsolicited e-mails outside Indian River
County organizations in violation of applicable law. Indian River County shall not use the
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Software or the Software Site to communicate any message or material (i) that is harassing,
libelous, threatening, or obscene, (ii) that would violate the intellectual property rights of any party,
(iii) that would give rise to civil liability, (iv) that would constitute or encourage criminal conduct
under applicable law, or (v) that is otherwise unlawful. Although UWIRC is not responsible for
any such communications, UWIRC may suspend any such communications of which UWIRC is
made aware. To the limits set forth in section 768.28, Florida Statutes,. Indian River County shall
indemnify and hold UWIRC harmless from any and all third party claims, liability, damages and
costs (including, but not limited to attorneys' fees) arising from Indian River County,
4. Confidential Information.
4.1 Confidentiality_Obligations. Each parry is the owner of certain information that it
deems to be confidential and proprietary in nature ("Confidential Information"). Neither party
will, during or subsequent to the term of this Agreement, directly or indirectly (a) use any of the
disclosing party's Confidential Information for the benefit of anyone other than disclosing party,
or (b) disclose any of the disclosing party's Confidential Information to anyone other than an
employee, representative or agent of the receiving party, to whom it is necessary to disclose such
Confidential Information for the purposes permitted under this Agreement and who is obligated to
protect the confidentiality thereof in a manner no less stringent then provided in this Agreement.
Confidential Information does not include information (a) known to the receiving party at the time
of disclosure to the receiving party by disclosing party, (b) publicly known through no wrongful
act of receiving party, (c) rightfully received by receiving party from a third parry authorized to
make such disclosure, or (d) independently developed by receiving party.
4.2 - Required Disclosure.. The receiving party may disclose Confidential Information
if required pursuant to applicable law, or under a government or court order; provided, however,
that (i) the obligations of confidentiality and non-use shall continue to the fullest extent not in
conflict with such law or order, and (ii) if and when the receiving party isrequired to disclose
Confidential Information pursuant to any law or order, the receiving party shall promptly notify
the disclosing party and use reasonable best efforts to obtain or assist the disclosing party in
obtaining a protective order or take other actions as shall prevent or limit, to the fullest extent
possible, public access to, or disclosure of, such Confidential Information.
4.3 Iniunction. Because each party's obligations are personal. and unique, and because
the parties will have access to and become acquainted. with each other's Confidential Information,
each party agrees that its breach of this Agreement will result in irreparable harm to the other party.
An injured party may enforce this Agreement and any of its provisions by injunction, specific
performance or other equitable relief without prejudice to any other rights and remedies that the
injured party may have.
4.4 Following Termination: Upon termination or expiration of this Agreement, the
receiving party will cease to make use ofthe Confidentiallnformation received from thedisclosing
party and, unless otherwise prohibited by applicable law, upon the disclosing party's written,
request, will promptly destroy or return such Confidential. Information. In the event that the
disclosing party requests destruction, the receiving party shall provide written certification of the
destruction within thirty (3 0) days of such request.
5. Term and Termination.
5.1 Term. The term of this Agreement shall be for a period of one (1) year beginning
on the Effective Date. Upon written agreement by the parties, this Agreement may be renewed for
subsequent one (1) year terms.
5.2 Termination. Either party may terminate this Agreement at any time by providing
to the otherparty sixty (60) days written notice of a desire to terminate. Such termination shall be
effective upon the expiration of the sixty (60) day period unless otherwise agreed to in writing by
the parties. In the event of a breach of the terns of this Agreement by either party, the non -
breaching party may provide written notice of such breach to the breaching party. The breaching
party shall have fifteen (15) days following receipt of such notice to cure the breach complained
of. If the breaching party fails to remedy the breach within the fifteen (15) day period, the-non-
breaching
henon-
breaching party may terminate this Agreement, with such termination to be effective immediately.
6. Support and Warranties
6.1 Support. UWIRC or its suppliers shall provide Indian River County the support for
the Software as set forth in Exhibit C. UWIRC may outsource all or any portion of the services,
including without limitation support sei vices, for the Software and the. Software Site, and all or
any portion. of the provision of the Software Site, to a third party supplier in UWIRC's sole
discretion. In the event UWIRC's suppliers charge UWIRC a fee for any services provided to
Indian River County or if UWIRC or its suppliers. incur expenses in providing any services to
Indian River County UWIRC may invoice Indian River County for such fees and expenses under
Section 2.2.
6.2 No Warranty. INDIAN RIVER COUNTY UNDERSTANDS AND AGREES THAT THE
SOFTWARE AND THE SOFTWARE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE."
UWIRC AND ITS SUPPLIERS EXPRESSLYDISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT. NEITHER UWIRC NOR ITS SUPPLIERS
MAKE ANY WARRANTY OR REPRESENTATION REGARDINGTHE SOFTWARE, THE SOFTWARE SITE,
OR ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THRO.UGH THE SOFTWARE
OR THE SOFTWARE SITE. NEITHER UWIRC NOR ITS SUPPLIERS MAKE ANY WARRANTY OR
REPRESENTATIONTHAT THE. SOFTWARE ORTHE SOFTWARE SITE WILL MEET INDIAN RIVER
COUNTY REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR -FREE. USE OF
THE SOFTWARE AND THE SOFTWARE SITE ARE AT INDIAN RIVER COUNTY SOLE RISK.
NEITHER UWIRC NOR ITS SUPPLIERS SHALL BE RESPONSIBLE FOR PROBLEMS CAUSED BY
INDIAN RIVER COUNTY COMPUTERHARDWARE OR OPERATING SYSTEMS.
6.3 Third Party Supplier. In UWIRC's sole discretion, UWIRC may outsource all or
any portion of the provision of the Software Site and all or any portion of the services for the
Software and the Software Site to a third party supplier. In the event the relationship between
UWIRC and its supplier is severed or the supplier cannot deliver on all or any portion of the
provision of the Software Site, or on any services for the Software or the Software Site, UWIRC
may terminate this Agreement in accordance with Section 5.2.
7. Limitation of Liability,
IN NO EVENT SHALL EITHER PARTY, ITS PRINCIPALS, COMMISSIONERS, OFFICERS OR
EMPLOYEES BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR
EXEMPLARY DAMAGES, COSTS, EXPENSES, OR LOSSES (INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF PROFITS, BUSINESS: INTERRUPTION, LOSS OF BUSINESS INFORMATION,
AND OPPORTUNITY COSTS), EVEN IF A PARTY HAS BEEN,ADVISED OF THE. POSSIBILITY OF SUCK
DAMAGES. IN ANY EVENT, UWIRC's MAXIMUM CUMULATIVE LIABILITYAND INDIAN RIVER
COUNTY EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS
AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY INDIAN RIVER COUNTY
TO UWIRC FOR ACCESS TO THE SOFTWARE IN THE PREVIOUS TWELVE (12) MONTHS, EVEN IF
SUCH REMEDYFAILS ITS ESSENTIAL PURPOSE. THE PROVISIONS OF THIS SECTION SHALL APPLY
REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR LOSS,
WHETHERIN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR
OTHERWISE.
8. Indemnity,
8.1 Indemnification Obligation. To the limits set forth in. section 768.28, Florida
-Statutes, Indian River County shall indemnify and hold harmless, UWIRC and its principals,
members, employees, directors, officers and affiliates from and against any and.all claims, actions,
damages, liabilities, costs, expenses and losses (including, without limitation, reasonable legal fees
and expenses) brought against, incurred by or paid by UWIRC at any time, in any way arising out
of or relating to Indian River County use or misuse of the Software or the Software Site. This
indemnification provision shall apply regardless of the form or action, , whether in contract,
statute, tort (including, without limitation, negligence) or otherwise.
8.2 Right to Defend. Indian River County shall- have the right to take over, settle or
defend all claims through counsel of its choice and under its sole direction, except that Indian River
County shall not take any action or agree to any settlement that would adversely affect UWIRC
without UWIRC's written approval.
9 Independent Contractor.
Each of the parties is an independent contractorand neither party is, nor shall be considered
to be, an agent, distributor or representative of the other. Neither party shall act or represent itself,
directly or by implication, as an agent of the other or in any manner assume or create any obligation
on behalf of, or in the name of, the other.
10. Dispute Resolution.
10.1 Executive Discussions. In the event of a dispute, UWIRC and Indian River County
representatives shall meet. with their respective Chief Executive Officers within ten (10) business
days of the written request describing the dispute. Within ten (10) business days thereafter, the
Chief Executive Officers will use commercially reasonable efforts to resolve the dispute.
11. Use of Nante.
UWIRC and its suppliers may use Indian River County name and logo to identify Indian
River County as a customer of UWIRC for use and reference in UWIRC's corporate, promotional
and marketing materials, including without limitation on UWIRC's website. UWIRC may issue a
press release identifying Indian River County as a UWIRC customer and describing Indian River
County intended utilization of the Software and the benefits that Indian.River County expects to
receive from use of the Software. The content of any such press release shallbe subject to Indian
River County prior approval, which approval will not be unreasonably withheld.
12. Compliance.
12.1 . UWIRC warrants compliance with all federal immigration laws and regulations
relating to employee hiring. (Employment eligibility of the potential employee is verified
through First Advantage.)
12.2 Licensor, UWIRC, is registered with and will use the Department of Homeland
Security's E -Verify system (www.e-verify.aov) to confirm the employment eligibility of all.
newly hired employees for the duration of this agreement, as required by Section 448.095, F. S.
13. Miscellaneous
ASSIGNMENT. Neither party can assign its rights or obligations under this Agreement
absent written consent from the other party. ENTIRE AGREEMENT. This Agreement together with
all Exhibits, constitutes the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior or contemporaneous representations, understandings or
agreements, whether written or oral, relating to the subject matter of this .Agreement.
SEvERABILTTY. Should a court of competent jurisdiction find any provision of this Agreement to
be invalid or otherwise unenforceable, that provision shall be severed from the Agreement, with
the remaining provisions to be enforced to the maximum extent allowed by law. WAIVER. A
waiver by either party of any right contained herein shall not constitute a future or continuing
waiver of that right, or any other right. MODIFICATION. The provisions of this Agreement. may
not be waived, amended or modified unless agreed to in writing by both parties. FORCE MAJEURE.
Neither party shall be liable for any delays, in.performance resulting from circumstances or causes
beyond its reasonable control, including without limitation, fire or other casualty, act of God,
terrorism, strike or labor dispute, war or other violence, the stability or availability of the Internet
or any portion thereof; or any law, order or requirement of any government agency or authority.
GOVERNING.LAW. This Agreement shall be governed by, and performed in: accordance with, the
laws of the State of Florida, without regard to its conflicts of laws provisions. SuRvivAL. The
following provisions shall, by their nature, survive any termination or expiration of this
Agreement: 1.2, 3, 4, 6.2, 7, 8, 9,10,11,12 and 13.
IN WITNESS WHEREOF, the parties have caused this Agreement to be entered into as of the date
of the last signature below.
UNITED WAY OF INDIAN RIVER. COUNTY As Authorized for INDIAN RIVER COUNTY, A
POLITICAL SUBDIVISI. N OF THE STATE OF
FLORID
BBy:
Name (Print): Meredith lUan Name t
;Title: CEO Title
Date: 3 Date: 4qh
Approved as to form and legal sufficiency:
By:
Dylan Reingold
County Attorney
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Exhibit A — Software
The Software shall perform the following functions:
• Provide access for Indian River County administrator users to Agency, program profiles.
Provide access for Agencies to submit online grant applications and answers to additional
inquiries from Indian River County volunteers as needed.
• Provide Indian River County the ability to generate online reports from template forms
and exports available in thee-CImpact software.
Provide Indian River County the ability to post .events, or agencies.
• Provide Indian River County the ability to post up to five (5) news items per module on
the. Software Site.
Exhibit B - Fees
-rice Structure, -and Fe
Price Structure
Services to be Rendered
Fees
Total Fee
(FY 2021/2022)
(FY 2021/2022)
(FY 2021/2022)
Hosting fees:
75-99 profiles*= $1.81 per month per
profile
(12) month Training and Technical Support Fees (see
Admin. Sub -License User Fee:
28 profiles
exhibit C for breakdown)
$608.16
$ 99.00 per month
(includes: (i) IRC - 28 agencies,
(12) month profile service at $50.68 per month: $608.16
$583.60
28+ program applications,.and
perannurn
+$1,188
20 Hours of United Way of IRC 'Staff
Unlimited evaluators built out;
(12) month Admin User service at $99.00 per month:
$2,3719.76
Time = $29.18 per hour
$1,188 per annum
*profiles include total number of
agencies
Exhibit C.— Support
Technical Support h-
UWIRC shall make available_. .__ ,...... _ ...:.
... , ,..
reasonable technical support via telephone and email. Such technical
support will be provided directly to INDIAN RIVER COUNTY during normal business hours. Any such
technical support may not exceed fourteen, (14) hours per year. Any technical support in excess of
fourteen (14) hours per year may be subject to additionalfees and invoiced to INDIAN RIVER COUNTY.
Support may be contacted by calling Nate Bruckner at (772) 567-8900 or by email at
Training_
UWIRC shall make available instructorled Fundamentals of e-Clmpact training classes at no additional
charge to each Administrative User assigned by INDIAN RIVER COUNTY in accordance with this
Agreement and to other INDIAN RIVER COUNTY volunteers and partner agencies as reasonably
requested by INDIAN RIVER COUNTY. Any such training may not exceed six (6) hours per year. Any
training in excess of six (6) flours per year may be subJect to -additional fees and invoiced to INDIAN
RIVER COUNTY.
TECHNICAL SUPPORT EXPENSES ($408.52
UWIRC will provide technical supportto INDIAN RIVER COUNTY and to agencies applying forfunding for
these process. (rate of $ 29.18 /hour)
Technical Support to INDIAN RIVER COUNTY includes
• Building agency application forms/profiles for agencies to apply forfunding-From March 1. 2021 -
February 29. 2022 total of 7 hours ($204.26)
• Creating reports of agencies submittal.process, creating reports of agency application.answers,
creating, reports of volunteer evaluation data -3 hours ($87.54)
• Fielding agency calls fortechnical assistance and providing additional technical assistance to
INDIAN RIVER COUNTY volunteers during process -4 hours ($116.72)
TRAINING SUPPORT EXPENSES ($175.08)
Training_ Materials
UWIRC will create e-Clmpact training materials/preparing test sites total of 2 hours ($58.36)
Training Hours
UWIRC training agencies and .evaluators for two orientations 2 hours ($,58.36)
UWIRC will spend 2 hours training INDIAN RIVER COUNTY admin users on how to use the system.
($58.36)
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