03/19/2003 Agreement
Clelt( oIlIIe
eireul eoun
Danny L. Kolhage
Clerk of the Circuit Court
Phone: (305) 292-3550
FAX: (305) 295-3663
e-mail: phancock@monroe-clerk.com
Memnrandum
TO: Sheila Barker, Director
Administrative Services
A TTN: Maria Fernandez, Administrator
Group Insurance
FROM: Pamela G. Han~
Deputy Clerk a
DATE: June 3, 2003
At the March 19, 2003, Board of County Commissioner's meeting the Board granted
approval and authorized execution of a Lease Agreement between Monroe County and Acordia
National for remote access to the Acordia National Multiclaim System.
Enclosed is a duplicate original of the above mentioned for your handling. Should you
have any questions please do not hesitate to contact this office.
cc: County Administrator wlo document
County Attorney
Finance
File /
~ordia.
Acordia National
MUL TICLAIM INTERNET ACCESS LEASE AGREEMENT
This Lease Agreement entered into this 1 sl day of March 2003, by and between ACORDIA
NATIONAL, INC. ("Lessor") and Monroe County ("Lessee"), is hereinafter set forth.
WHEREAS, Lessor is a provider of third-party administration services for employer health care plans;
WHEREAS, in connection with providing claim administration for employer health care plans, Lessor
utilizes certain computer software programs; and
WHEREAS, Lessee is a client of Lessor's and desires access to Lessor's computer software
programs and the data store therein.
NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein
contained, the parties agree as follows:
1. System Access. Lessor agrees to provide Lessee with remote access to its claim software
known as the Acordia National Multiclaim System ("Multiclaim System"). Lessee's utilization of such access
shall be limited to viewing, inputting and manipulating data relative to its own health care plans. Connection
to the Multiclaim System will be provided by the Lessee's access to the Internet.
2. EauiDmentlMaterials. Lessor shall provide Lessee with (#) User License(s) of IBM Host on
Demand software. The software will be downloaded to Lessee's equipment upon their initial access to
Lessor's Web Site. Lessee is solely responsible for obtaining and maintaining necessary computer
hardware, including a Personal Computer or similar equipment with Internet access and Web Browser
software.
3. Services Provided. If requested by Lessee, Lessor shall provide assistance in installation of the
Host on Demand software, together with training on the use of the Multiclaim System at either the Lessor's
facilities or the Lessee's. Training fees shall be mutually agreed upon by Lessor and Lessee, prior to training
initiation.
4. Fees. Lessee agrees to pay Lessor $250 per User License for use of IBM Host on Demand
software for the first year. An additional fee of $50 per User License will be charged for each subsequent
year. Lessee agrees to pay these fees regardless of the availability of this software from other sources. In
addition, Lessee agrees that any charges incurred by the Lessee to gain Internet access will be the
responsibility of the Lessee.
Multiclaim Internet Access Lease Agreement
Page 2
5. Access Personal to Lessee. The right of usage and access granted Lessee herein is strictly
personal to Lessee and shall not be shared with any entity or person other than Lessee and its employees.
This Agreement may not be assigned or transferred by Lessee without the express written consent of
Lessor.
6. Proorietarv Information. All computer software programs licensed or created by Lessor for which
access is provided Lessee hereunder, together with related source and application codes purchased or
created by Lessor, shall remain the sole property of Lessor, subject to the terms of any license agreements
to which Lessor is a party. Lessee shall not use, sell, hypothecate or disclose the same except as set forth
herein.
7. No Warranty. LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES RELATING TO
THE MUL TICLAIM SYSTEM, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LESSEE AGREES THAT LESSOR
WILL NOT BE LIABLE FOR DAMAGES OF ANY NATURE WHATSOEVER FOR FAILURE OF THE
MUL TICLAIM SYSTEM TO FUNCTION AS DESIRED.
8. Indemnification. Lessee agrees to defend, indemnify and hold harmless Lessor against all
claims, damages, liabilities and expenses actually and reasonably incurred or imposed on Lessor, its
employees or affiliates, in connection with any actual or threatened claim, action, suit, proceeding, settlement
or compromise thereof which arises from the acts and omissions of Lessee, its employees, representatives
or agents in utilizing the Multiclaim System. The right to be defended, indemnified and held harmless shall
extend to the employees of Lessor, their estates, executors, administrators, guardians, conservators and
heirs and shall apply after the employee ceases employment with Lessor or its affiliate with respect to acts or
omissions prior to such cessation.
9. Other Aareements. Lessee agrees to execute such other necessary agreements as may be
required by Lessor, its affiliates or vendors to enable Lessee use of Lessor's software.
10. Term. This Agreement shall continue in effect until such time as either party may provide the
other with sixty (60) days prior written notice of intent to cancel.
11. Governina Law. This Agreement shall be governed by the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.
ACaRDIA NATIONAL, INC. and
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Monroe co~n ., ~_ ~
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By 7"
Title Mayor, Monroe County Board of County
Commissioners
2
ZANNE \ RjJTTON
5;//103
DlT~
SWORN STATEMENT UNDER ORDINANCE NO. 10-1990
MONROE COUNTY. FLORIDA
ETHICS CLAUSE
I/COJt.J)/A Jl47/III.I/'-1 7/v~.
,
warrants that he/it has not employed, retained
or otherwise had act on his/its behalf any former County officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County
may, in its discretion, terminate this contract without liability and may also, in its discretion,
deduct from the contract or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former County officer or employee.
J(c/ -(Liftl
S"h/ h.~()J
, ,
Date:
STATE OF l,..h..s+ V'1"'~;r,.~c..
COUNTY OF kQ..v\ctw~c.
PERSONALL Y APPEARED BEFORE ME, the undersigned authority,
Q"i c.l ~Q.j j
who, after first being sworn by me, affixed his/her
signature (name of individual signing) in the space provided above on this d-.\
day of
(f\o..y
, It ?-00,3
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N TARYPUBLIC
My commission expires: (Y\n.rc.l 1"\, '). C \ 3
OMB - MCP FORM #4
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J OFFICIAL SEAL I
, ",ts1"ti'-f NOTARY PUBLIC 1
t.. A ".?-i. STATE OF WEST VIRG!NIA I
, :. - .:.*~~ DWAYNE S. SARVER i
S . . 24 Poplar Hill. I
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, .... ...~, ' My CCllllmillsion EJcplres March 17. lOt ~
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Non-Appropriation Clause
Monroe County's performance and obligation to pay under this contract, is contingent
upon an annual appropriation by the BOCC.