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11/18/2014 Agreement • %` AMY HEAVILIN, CPA K...................._- -, 4 CLERK OF CIRCUIT COURT & COMPTROLLER r -_- A MONROECOUNTY,FLORIDA DATE: December IL 2014 TO: Bob Ward, Director Information Technology ATTN: Maria Guerra Sr. Administrative Assistant FROM: Lindsey Ballard, D.C43-- At the November 17, 2014, Board of County Commissioner's meeting the Board granted approval and authorized execution of Items: F I9 Agreement# EU2014-001 with Eric Udell, the former Server Administrator for the Information JTechnology department to provide IT consulting services at up to 60 hours per month, not to exceed an annual cost of $48,000, and authorizing the County Administrator or his designee to execute all documents in furtherance of this agreement. F20 Inter-local agreement with the Housing Authority of the City of Key West to provide Wide Area Network backbone and Internet connectivity services to the Housing Authority and authorizing the County Administrator or his designee to execute all documents in furtherance of this agreement. The Housing Authority of the City of Key West is responsible for all bandwidth costs associate with this agreement. Enclosed is a duplicate original of the above mentioned for your handling. Should you have any questions;please feel free to contact our office. cc: County Attorney Finance File V 500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax:305-295-3663 3117 Overseas Highway,Marathon, SCANNED 88820 Overseas Highway,Plantation Keey,FL 33070 Phone:852-71145 Fax:305-8524146 0-lP-100iµ Le AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, with agreement# EU2014-001 and an effective date of 12/6/14, is made as of this 18th day of November, 2014, between Monroe County ("COUNTY"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 and Eric N. Udell ("CONSULTANT"), whose address is 263 Ships Way, Big Pine Key, Florida 33043, for expert server, storage and IT consulting services. WHEREAS, CONSULTANT was the Server Administrator for Monroe County for 2 years until December 5th, 2014, and a Senior Systems Analyst for 6 1/2 years prior thereto, and has specific knowledge which the COUNTY may need in connection with Information Technology (IT) systems including applications, servers and storage systems (SANs) which are operated by the COUNTY, and other items of importance to Monroe County; and WHEREAS, COUNTY desires to engage CONSULTANT to provide consulting services in matters where his experience and knowledge of County IT infrastructure will provide significant assistance to the Director of Information Technology and IT staff in carrying out their responsibilities to and representation of Monroe County;and WHEREAS, CONSULTANT desires to render these Services as described in SECTION I, Scope of Services; NOW, THEREFORE, COUNTY and CONSULTANT in consideration of the mutual covenants contained herein,agree as follows: SECTION I. SCOPE OF SERVICES CONSULTANT will provide IT consulting services as requested by the Director of Information Technology or his designee or the County Administrator or his designee, and necessary related research and investigation solely on behalf of COUNTY. SECTION II. COMPENSATION Compensation for CONSULTANT'S Services under this Agreement shall be at the rate of $60.00 per hour,not to exceed $48,000.00. SECTION HI. PAYMENT Payments will be made periodically, but no more frequently than monthly, in arrears, upon presentation of an invoice in accordance with the Local Government Prompt Payment Act. Consultant will NOT be ------reimbursed for any travel or other expenses. Documentation of work performed shall be submitted by consultant and authorized by the COUNTY in writing with backup documentation as required by the Clerk of Court. The COUNTY's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. Udell Consulting Agreement RRW I BOCC 11172014 If the CONSULTANT's duties or obligations are materially changed by written amendment to this Agreement after execution of this Agreement, compensation due to the CONSULTANT may be equitably adjusted,either upward or downward. SECTION IV. PERIOD OF SERVICE This Agreement shall become effective on December 6, 2014, provided that all parties have executed the agreement, and shall continue in effect for one year. This Agreement may be terminated by either party, with or without cause, upon thirty (30)days written notice to the other party. This Agreement may be modified or extended only in writing and if approved by the Board of County Commissioners. Any extension hereof may be subject to such changes in terms as the parties agree. SECTION V. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement CONSULTANT is an independent Contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find CONSULTANT or any of his employees, subs, servants, or agents to be employees of the Board of County Commissioners of Monroe County. SECTION VI. EQUIPMENT AND TOOLS CONSULTANT, as an independent contractor, will provide the equipment and tools necessary to perform the CONSULTANT's obligations under this agreement. The COUNTY will provide to the CONSULTANT the necessary secure remote access to its internal networks, user ids, passwords and logon credentials during the duration of this agreement. SECTION VII. HOLD HARMLESS COUNTY and CONSUTLANT acknowledge that COUNTY does not waive immunity nor does COUNTY agree to hold the CONSULTANT harmless. Furthermore,CONSULTANT covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury(including death), personal injury,and property damage(including property owned by Monroe County)and any other losses, damages, and expenses which arise out of, in connection with,or by reason of services provided by CONSULTANT occasioned by the negligence,errors, or other wrongful act of omission of CONSULTANT, its employees,or agents. The extent of liability is in no way limited to,reduced,or lessened by the insurance requirements contained elsewhere within this agreement. Failure of CONSULTANT to comply with the requirements of this section shall be cause for immediate termination of this agreement. SECTION VIII. NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONSULTANT and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract enteaz�6tl hkt Ci MMMTY be required to conta® any provision for waiver. SECTION IX. MAINTENANCE OF RECORDS CONSULTANT shall maintain all books,records,and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement,the CONSULTANT shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to CONSULTANT. SECTION X. CONTROLLING LAW This Agreement is to be governed by the law of the State of Florida. Venue shall be in Monroe County. SECTION XL SEVERABILITY If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision,term or condition shall not be construed by the other party as a waiver of any subsequent breach of the same provision,term orcondition. SECTION XII. PUBLIC ACCESS The COUNTY and CONSULTANT shall allow and permit reasonable access to,and inspection of,all documents,papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes,and made or received by the COUNTY and CONSULTANT in conjunction with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONSULTANT. Pursuant to F.S. 119.0701,Consultant and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in order to perform the service. (b) Provide the public with access to public records on the terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes,Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer,at no cost,to Monroe County all public records in possession of the consultant upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology systems of Monroe County. Udell Consulting Agreement RIMY 3 BOCC 11172014 SECTION XIII. NONDISCRIMINATION CONSULTANT and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONSULTANT or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: I) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681- 1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92- 255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; I I) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of,this Agreement. SECTION XIV. ASSIGNMENT/SUBCONTRACT CONSULTANT shall not assign or subcontract its obligations under this agreement to others, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County and CONSULTANT,which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or sub shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board SECTION XV. COMPLIANCE WITH LAW AND LICENSE REQUIREMENTS In providing all services/goods pursuant to this agreement,CONSULTANT shall abide by all statutes, ordinances, rules and regulations pertaining to,or regulating the provisions of,such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this Agreement. CONSULTANT shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. The CONSULTANT shall be registered with the Udell Consulting Agreement RAW 4 BOCC 11172014 Florida Secretary of State as a sole proprietor and submit a W-9 to the COUNTY. SECTION XVI. NOTICE Any notices sent by the parties shall be deemed to have been duly served if delivered in person to the individuals and addresses listed below, or if delivered or sent by first class mail, certified, return receipt, or by courier with proof of delivery. All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONSULTANT. The correspondence shall be directed to: FOR COUNTY: FOR CONSULTANT: Mr. Robert Ward, IT Director Eric Udell P.O. Box 1026 263 Ships Way Key West, Florida 33041 Big Pine Key, Fl. 33043 Udell Consulting Agreement RRW 5 aOCC 11172014 SECTION XVII.NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of,any third party. SECTION XVIII.BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONSULTANT and their respective legal representatives, successors, and assigns. SECTION XIX.AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. SECTION XX.ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONSULTANT agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. COUNTY and CONSULTANT specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. SECTION XXI. COVENANT OF NO INTEREST CONSULTANT and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. SECTION XXII. CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. SECTION XXIII. EXECUTION This Agreement, including any exhibits included herein, constitutes the entire Agreement between CONSULTANT and COUNTY, and supersedes and controls over all prior written or oral understandings. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by the parties. Udell Consulting Agreement RRW 6 BOCC 11172014 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. ] Y HEAVILIN, Clerk Board of County Commissioners of .S'/ AFi 'F$l� V. �� � Monroe County, Florida 4 Deputy Clerk Mayor Hilt/ aO 14' Eric Udell Date Z..„4", MONROE COUNTY ATTORNEY /I PFPQVV,ED AS TO FORM: (b16,42 i.O1a1' 11BAI,N CHRISTINE M. LIMBER -BARROWS ASSISTANT C :U TY ATTORNEY Date 1if aft/l4 Udell Cmwumg Agreement RAW 7 BOCC 111rf01<