Item I2BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: October 15, 2008 Division: Growth Management
Bulk Item: Yes X No — Department:
Staff Contact: Andrew O. Trivette
AGENDA ITEM WORDING:
Approval of Amendment No.3 and extension to existing contract with Advanced Data Solutions (ADS)
for continued scanning, indexing and imaging of Growth Management files.
ITEM BACKGROUND:
ADS has been successfully scanning, indexing and imaging Growth Management files and we wish to
continue with the contract and increasing it by $63,780.00. This increase would allow scanning
services for an additional year.
PREVIOUS RELEVANT BOCC ACTION:
April 19, 2006 – Contract approved by BOCC
June 27, 2007 – Amendment # 1 Approved by BOCC
November 14, 2007- Amendment #2 Approved by BOCC
CONTRACT /AGREEMENT CHANGES: Increases the amount by $63,780 and extends it for one
year.
STAFF RECOMMENDATIONS: Approval
TOTAL COST: $63,780.00 (This Amendment) BUDGETED: Yes X No
COST TO COUNTY: _ $63,780.00 SOURCE OF FUNDS: 180 - 52502 - 530340
REVENUE PRODUCING: Yes — No _ AMOUNT PER MONTH Year
APPROVED BY: County Atty X OMB /Purchasing X Risk Management X
DOCUMENTATION:
DISPOSITION:
Included X Not Required
AGENDA ITEM #
Revised 1 1; 06
1MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: ADS Contract #
Effective Date:
Expiration Date: 10/30/2009
Contract Purpose/Description:
3' Amendment to Contract for continued scanning, indexing and imaging of Growth
Management Files
Contract Manager: Joe P askalik
( Name)
for BOCC
on 10/15/2008
2574 Building Stop #11
(Ext.) (Department/Stop #)
Benda Deadline: 9/28/2008
CONTRACT COSTS
Total Dollar Value of Contract: $ 181,851 Current Year Portion: $ 63,780.00
Budgeted'? Yes® No ❑ Account Codes: 180- 52502 530 -340-
Grant: $ —
County Match:
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (eg. maintenance, utilities
anitorial, salaries, etc.
CONTRACT REVIEW
Changes Date Out
Date In Needed eviewer
Division Director 9/28/08 Yes❑ No®
Risk Manage pt „� �� �� YesQ No[?
O.M.B. /Purchasirfg C -e,5'i; Yes❑ NoE
County Attorney 5o _4 Yes❑ NoE
Comments:
(413 Form Rovi.;ed ' 1 7,(11 KAt'P ii-)
# 101- 555 -2493A
THIRD RENEWAL AND AMENDMENT OF CONTRACT FOR SERVICES BETWEEN
MONROE COUNTY AND ADVANCED DATA SOLUTIONS INC.
THIS THIRD RENEWAL AND AMENDMENT OF CONTRACT is entered into this day of
2008 by MONROE COUNTY, a political subdivision of the state of Florida, whose address is 1100 Simonton
Street, Key West, Florida 33040 ( BOCC or COUNTY), and Advanced Data Solutions, Inc.,(ADS) a Florida
corporation, 141 Scarlet Boulevard, Suite A, Olsdmar, Florida 34677 .
WHEREAS, Section 4 of the contract entered into between the parties on April 19, 2006 provides for three (3)
renewals of one (1) year each; and
WHEREAS, the parties have renewed the contract and amended the compensation on June 20, 2007 and in
addition, the scope of work, on November 14, 2007; and
WHEREAS, the parties recognize that the services being performed are ongoing;
NOW, THEREFORE, the parties agree as follows:
1. The contract dated April 19,2006 is extended and renewed for a period of eleven (11) months, expiring on
September 30, 2009.
2. This Third Amendment provides for the payment of services on a cumulative basis under the Second and
Third Amendment, regardless of the date of service. Compensation to ADS under this Contract Renewal shall be
for an amount up to an additional Sixty -three Thousand Seven Hundred Eighty and 00 /00 Dollars ($63,780.00)
added to the amount in the Second Renewal and Extension dated November 14, 2007 so that the total amount
available for funding under the contract pursuant to the terms of the Second and Third Amendment is One
Hundred Eighty One Thousand Eight Hundred Fifty One and 59/00 Dollars ($181,851.59).
3. This Contract Renewal is intended only to extend the term and increase the dollar value of the contract,
and in all other respects, the contract for scanning, indexing and imaging of the Building Department permits and
blueprints, between Monroe County and ADS dated April 19` 2006 remains in full force and effect.
IN WITNESS WHEREOF, each party hereto has caused this Third Renewal and Amendment to be executed by
its duly authorized representative.
(SEAL)
Attest: DANNY L. KOLHAGE, CLERK
By
Deputy Clerk
By
Witness to Rob Buell
Print Name:
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
:N
Mayor Mario Di Gennaro
ADVANCED DATA SOLUTIONS
.3
Rob Buell, President
Date
NAQE CO Y ATTORNEY
�' YE A TO FORM
SECOND AMENDMENT AND EXTENSION
OF AGREEMENT BETWEEN MONROE COUNTY
AND ADVANCED DATA SOLUTIONS, INC.
FOR SCANNING, INDEXING
AND IMAGING OF BUILDING DEPARTMENT FILES
(Contract Number #101 - 555- 2493A)
This Extension and Second Amendment is made and entered into this / 0 4a y
kn
of November 2007, to the AGREEMENT dated 19` day of APRIL, 2006, also own as
Contract # 101- 555 - 2493A, by and between MONROE COUNTY, a political subdivision
of the State of Florida ( "COUNTY "), whose address is 1100 Simonton Street, Key West,
Florida 33040 and Advanced Data Solutions, Inc. a Florida Corporation, whose address is
141 Scarlet Boulevard, Suite A, Oldsmar, Florida 34677 ( "ADS ").
WHEREAS, ADS and COUNTY entered into an Agreement for scanning and
indexing and imaging of the Building Department permits and Blueprints using Alchemy
software and known as contract #101 - 555 -2493A ( "Contract 2493A ") ; and
WHEREAS, the Agreement contains the option of renewal for three additional
one year periods, and
WHEREAS, the parties wish to exercise the option to renew the contract for
another year; and
WHEREAS, the parties agree to amend the Agreement to include all of the
Growth Management Department in the contract; and
WHEREAS, the parties agree that along with this extension of time additional
funding will be needed, and
WHEREAS, the parties have entered into another Agreement, known as contract
# 101- 555 -2565A ( "contract 2565A "); this contract is no longer in use and is being
terminated. Contract 2565A contained a not to exceed amount in the contract all of those
funds have not been expended; and
WHEREAS, the parties agree that the remaining funds in contract 2565A should
be transferred to this contract 2493A, where they can be put to a better use for the
COUNTY.
NOW THEREFORE, in consideration of the mutual covenants and provisions
contained herein, the COUNTY and ADS agree as follows:
1. The Agreement known as contract 2493A shall be extended for an additional
one year term until October 31, 2008.
Page 1 of 2
SECOND AMENDMENT
AND EXTENSION
2. The parties agree that any remaining funds being held under contract 2565A
shall be transferred to contract 2493A to be used for scanning, indexing and imaging of
Growth Management Division files.
3. At the present time there $118,071.59 remains unused in contract 2565A, all
of which shall be transferred to this contract 2493A. The parties agree that this amount
shall be used to pay for invoices received under this Agreement retroactive to April 19,
2006, in order to capture any unpaid invoices.
4. The parties further agree that the first paragraph of the scope of work shall be
amended to read as follows:
"ADS shall provide document scanning services for the Growth Management Division of
the County; this job includes scanning, indexing, imaging of files and blueprints. This
contract does not provide for the purchase of software"
5. The remaining terms of the Agreement, not inconsistent herewith, shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have been executed this extension as of the
date first written above.
Attest: 1h
Danny L. KoNage, Clerk
By: C a�
Deputy Clerk
Date: I I -I `i - - 7
Witness to ADS:
Signatige
.fw 77 k���� ;.
Print Name
Address: 3W / , n 1-'4 /V
DATE: /l of /v7
Page 2 of 2
Board of County Commissioners
Of Monr
Bv:
Cl"CL r l e S 'Rounty
' Mayor
d
E
Date: ►1 - 11 1- 0 - 1
�r
- ' a;
>�
v�
ADS:
Signature
Print Name
Address: 144-
DATE: iael /ZVj
ri .: �'• °i; ir StHER T. GARRABRAIYTS
MY COMMISSION # DD 46320
RXPIRES August 17 2W9
'?r✓rtr1 ThPJ No!ary pLblir, Urrr�aj�ygferb
AGREEMENT TO TERMINATE AGREEMENT #101 - 555 -2565A
BETWEEN
MONROE COUNTY AND ADVANCED DATA SOLUTIONS, INC.
AND TO TRANSFER REMAINING BUDGETED FUNDS
TO AGREEMENT #101 - 555 -2493A
This Agreement to Terminate contract #101 - 555 - 2565A, a contract for IT
Consulting Surve an, yi IT design, and to transfer remaining budgeted funds is made and
entered into this �0" 8ay of November 2007, by and between MONROE COUNTY, a
political subdivision of the State of Florida ( "COUNTY "), whose address is 1100
Simonton Street, Key West, Florida 33040 and Advanced Data Solutions, Inc. a Florida
Corporation, whose address is 141 Scarlet Boulevard, Suite A, Oldsmar, Florida 34677
( "ADS ").
WHEREAS, ADS and COUNTY entered into an Agreement for IT Consulting,
Survey, and IT Design, known as contract number 101- 555 -2565A ( "contract 2565A ")
on April 19, 2006, as part of the Sterling Project; and
WHEREAS, the parties agree that the this contract should be terminated, and
WHEREAS, ADS and COUNTY entered into a separate Agreement for scanning.
indexing and imaging of Building Department files on April 19, 2006, known as contract
#101 - 555 -2493A ( "contract 2493A "); and
WHEREAS, the parties have agreed that the funds budgeted under contract
2565A for IT Consulting, Survey and IT design will be better used by the Growth
Management Division for scanning, indexing and imaging.
NOW THEREFORE, in consideration of the mutual covenants and provisions
contained herein, the COUNTY and ADS agree as follows:
1. The parties agree that contract 2565A for IT Consulting Survey and IT design
shall be terminated upon execution by all parties of this agreement to terminate.
2. The parties further agree that any remaining funds being held under contract
2565A shall be transferred to contract 2493A to be used for scanning, indexing and
imaging of Growth Management Division files.
3. At the present time there is $118,071.59 remaining in contract 2565A, which
shall be transferred to contract 2493A.
Page I of 2
AGREEMENT TO TERMINATE
AND TO TRANSFER FUNDS
IN WITNESS WHEREOF, the parties hereto have been executed this agreement
to terminate and transfer funds as of the date first written above.
Attest: 1
Danny L. KoXa.ge, Clerk
By � at3 9 C. &W&rj�
Deputy Clerk
Date: 11- 1 %1 - 0'7
Witness to ADS:
Signature
Print Name
Address: a e0 4 7;4,,,A4
DATE:
Board of County Commissioners
Of Monr unty
By:
Ck r tes nvJ'' mccoy
Date: [
'7
ADS:
Signature
Print Name
Address:
DATE: / a e
�u � �u e f( - L�'F,C /7re�n'� F1IC LAS lc�ertifi��4rra
Page 2 of 2
ESTHER T. WRABRANTS
..a `.- MY COMMISSION DD 463200
fi =
EXPIRES: August 17.2009
6 rm Notary v ' ii, RrHrrcer;
,0NR0E
APPR0VEf�
ILLE
Date���._. �- - -
# 101 - 555 -2493A
FIRST RENEWAL OF CONTRACT FOR SERVICES BETWEEN
MONROE COUNTY AND ADVANCED DATA SOLUTIONS. INC
THIS CONTRACT RENEWAL is entered into this day of 'Y— 2007 by MONROE
COUNTY, a political subdivision of the state of Florida, whose address is 1100 Simonton Street, Key West,
Florida 33040 ( BOCC or COUNTY), and Advanced Data Solutions, Inc., a Florida corporation, 141 Scarlet
Boulevard, Suite A, Oldsmar, Florida 34677 (CONTRACTOR).
WHEREAS, Section 4 of the contract entered into between the parties on April 19, 2006 provides for three (3)
renewals of one (1) year each; and
WHEREAS, the parties desire to enter into this renewal; and
WHEREAS, the parties recognize that the amount of work necessary under the contract has increased and that
payment should be increased;
NOW, THEREFORE, the parties agree as follows:
1. The contract is extended and renewed for a period of one year, retroactive to Octobert 2006, eWng
September 30, 2007. ` r -
o P C=
2- Compensation to ADS under this Contract Renewal shall be for an amount up tcriditronal Fy
Thousand Dollars and 00 /100 cents ($50,000.00). ° rn
_.__. ::D
3. This Contract Renewal is intended only to extend the term and dollar value of th aet,�d i"I
Other respects, the contract for scanning, indexing and imaging of the Building Dep"0* p f4nits 1n
blueprints, between Monroe County and ADS dated April 19". 2006 remains in full force and effect. Co u
IN - W� _ WHEREOF, each party hereto has caused the Agreement to be executed by its duly authorized
ropresirntaaye
(SEAL)'
Attest: DANNY L: KOLHAGE, CLERK
B
Deputy Clerk
Date: JUN 2 0 2001
Rob Buell, Vice - President Advanced Data Solutions, Inc.
B y - ---
Signature
Date:
M ......_
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
B
Y
Mayor Mario Di Gennaro
Date: J UN 2 0 200
Witness to Rob Buell
B
Signature
) ���,ct n dS
Print Witness Name
Date: � �� 7f0 -;k
- "u5292351)3 MONROE COUNTY ATT 1033 26a m 04 -12 -2006 2;10
AGREEMENT BETWEEN MONROE COUNTY
AND ADVANCED DATA SOLUTIONS, INC.
FOR SCANNING, INDE)UNG
AND IMAGING OF BUILDING DEPARTMENT FILES
(Contact Number #101 - 555- 2493A)
TIM AGREEMENT made and entered into this /M day of APRIL, 2006, by and
between MONROE COUNTY, a political subdivision of the State of Florida ("COUNTY"),
whose address is 1100 Simonton Street, Key West, Florida 33040 and Advanced Data Solutions,
Inc. a Florida Corporation, whose address is 141 Scarlet Boulevard, Suite A, Oldsmar, Florida
34677 ("ADS").
WHEREAS, ADS and COUNTY entered into a previous agreement identified as
"Professional Services Agreement between Monroe County and Advanced Data Solutions, Inc.,
contract number 101 - 555 - 2493" ( "Contract Number 101 - 555 - 2493'% which was entered into on
thel5 day of June, 2005; and
WHEREAS, said Contract Number 101 - 555 -2493 has proven to be problematic due to
numerous difficulties and ambiguities in interpretation of the tenns, clauses and Exhibits; and
WHEREAS, ADS and COUNTY mutually agree to terminate Contract Number 10 1 -555-
2493; and
WHEREAS, ADS and COUNTY agree to enter into this Agreement for scannin and
indexing and imaging of the Building Department permits and Blueprints using Alchemy
software; and
NOW THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the COUNTY and ADS agree as follows: That COUNTY and ADS hereto, for the
consideration hereinafter set forth, mutually agree as follow:
1. THE AGREEMENT
The Agreement consists of this document and its exhibit only. Any other Agreements between
ADS and COUNTY are separate independent agreements and shall be read, interpreted and
enforced as separated independent agreements.
2. SCOPE OF THE WORK
ADS shall provide document scanning services for Building Department of the County; this job
includes scanning, indexing, imaging of files and blueprints. This contract does not provide for
the purchase of software.
ADS warrants that it is authorized by law to engage in the performance of the activities and is
herein described, subject to the terms and conditions set forth in this Agreement. ADS shall at
all tunes exercise independent, professional judgment and shall assume professional
responsibility for the services to be provided. ADS shall provide services using the following
standards, as a minimum requirement:
Contract #101 -555 -2493A 1
3C62923516 MONROECOUNTYATT
10 33 58 a_m 01 12 -2006 3;10
A. ADS shall maintain adequate staffing levels to provide the services required under
the Agreement.
B. The ADS personnel shall not be employees of or have any contractual relationship
with the County.
C. All personnel engaged in performing services under ttais Agreement shall be fully
qualified, and, if required, to be authorized or permitted under State and local law to perform
such services.
3. PAYMENTS TO ADS
A. COUNTY'S performance and obligation to pay under this agreement, is contingent
upon annual appropriation by the Board of County Commissioners.
B. ADS shall submit to the County an invoice with supporting documentation
acceptable to the Cleric based on generally accepted accounting principles and such laws, rules
and regulations as may govern the Clerk's disbursal of fiords. The COUNTY shall pay ADS in
accordance with the Florida Prompt Payment Act.
C. The pricing for this service is attached hereto as Exhibit A. Total compensation to
ADS under this agreement shall not exceed Twenty -Eight Thousand One Hundted and Fifty_
Eight Dollars and 19 /cents ($28,158.19). COUNTY and ADS recognize that there are
outstanding invoices which should be paid under the previous contract, and agree that these sha11
be submitted to the County Attorney with back -up documentation for review and shall, where
appropriate, be paid under this Agreement: however, the total contract amount shall remain
Twenty -Eight Thousand One Hundred and Fifty -Eight Dollars and 19 /cents ($28,158.19),
including any payment on the outstanding invoices.
D. No expenses such as travel, per diem, meals, mileage, hotel, or airfare shall be paid
under this contra. The only permissible payments are set out as EXHIBIT A
4. TERM OF AG F,i~TNNT
The term of this Agreement commences on the date of execution of the Agreement and ends on
the 30 day of September, 2006, unless terminated earlier under paragraph 18 of this Agreement
or the total compensation has been paid whichever comes first. The County shall have the option
of renewing this agreement for three (3) additional one (1) year periods, which shall be exercised
by giving written notice of said renewal to ADS at least thirty (30) days prior to the termination
date.
5. ADS'S ACCEPTANCE OF CONDITIONS
ADS shall maintain throughout the term of this Agreement, appropriate licenses. proof of such
Iicenses and approvals shall be submitted to the County upon request,
6. FINANCIAL RECORDS OF ADS
ADS shall maintain all books, records, and documents directly pertinent to performance under
this Agreement in accordance with generally accepted accounting principles consistently applied.
Both COUNTY and ADS or their authorized representatives shall have reasonable and timely
access to such records of the other 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 Cleric determines that monies paid to ADS pursuant to this Agreement were spent for
Contract # 101- 555 -2493A
3ri52923516 MON ROE COUN 1Y ATT - --
10 34 35 a m 04 -12 -2006 4;10
purposes riot authorized by this Agreement, ADS shall repay the monies together with interest
calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to ADS.
7. PUBLIC ACCESS
COUNTY and ADS 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 County and ADS in
conj urxtion with this Agreement; and County shall have the right to unilaterally cancel this
Agreement upon violation of this provision by ADS.
8. HOLD HARMLESS AND INSURANCE
The ADS 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 Cincduding attorney's fees) which arise out of, in connection with,
or by reason of services provided by ADS occasioned by the negligence, errors, or other
wrongful act of omission of ADS, 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.
Prior to execution of this agreement, ADS shall furnish the COUNTY Certificates of Insurance
indicating the minimum coverage limitations in the following amounts:
WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE.
Where applicable, coverage to apply for all employees at a minimum statutory limits as
required by Florida Law.
COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE:
Motor vehicle liability insurance, including applicable no -fault coverage, with limits of
liability of not less than $1.000,000.00 per Occurrence, combined single limit for Bodily
Injury Liability and Property Damage Liability. Coverage shall include all owned
vehicles, all non -awned vehicles, and all hired vehicles.
COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with
limits of liability of not less than $1,000,000.00 per occurrence combined single limit for
Bodily Injury Liability and Property Damage Liability.
PROFESSIONAL LI ABILITY. ADS shall furnish professional liability errors and
omissions insurance coverage in an amount not less than $1,000,000.00, which covers its
employees in executive and or managerial positions with the company.
CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided
to the COUNTY at the time of execution of this Agreement and certified dies provided
if requested. Each policy certificate shall be endorsed with a provision that not less bran
Contract #101 - 555 -2493A 3
3652923516 MONROE COUNTY AIT 10.35 10a m. 04- 12.2066 5110
thirty (30) calendar days' written notice shall be provided to the County before any policy
or coverage is canceled or restricted. The underwriter of such insurance shall be qualified
to do business in the State of Florida. If requested by the County Administrator, the
insurance coverage shall be primary insurance with respect to the County, its officials,
employees, agents and volunteers.
9. NON- WAJVER OF IlvlA�IUNTTY
Notwithstanding the provisions of Sec. 286.28, Florida Statutes, the participation of County and
ADS 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 Agreement entered into by
the County be required to contain any provision for waiver.
10. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement ADS 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 ADS or any of his employees, subcontractors,
servants, or agents to be employees of the Board of County Commissioners of Monroe County.
11. NONDISCRIMINATION
County and ADS 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
di scriminati on has occurred; this Agreement automatically tarninates without any further
action on the part of any party, effective the date of the court order.
County and ADS agree to comply with all Federal and Florida statutes, and all local
ordinances, as applicable, relating to nondiscrimination. These include but are not
limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 8 8-352) 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 scx; 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 tine, relating to
nondiscrimination on the basis ofdisabiNW, 10) Any other nondiscrimination provisions
in any Federal or state statutes which may apply to COUNTY and ADS to, or the subject
matter of, this Agreement
Contract • 101- 555 -2493A 4
3652923516 MONROE COUNTY ATT 10 35 50 a m 04 -12 -2006 E A0
12. ASSIGN1y1ENTISUBCONTRACT
ADS shall not assign or subcontract its obligations under this agreement, except in writing and
with the prior written approval of the Board of County Commissioners of Monroe County, 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 subcontractor shall comply with all of the provisions of this agreement. Unless
expressly provided for therein, such approval shall m no manner or event be deemed to impose
any additional obligation upon the board.
13. COMPLIANCE WITH LAW AND LICENSE R.EQUIRFWN[EN M
In providing all serviceslgoods pursuant to this agreement, ADS shall abide by all statutes,
ordinances, rules and regulations pertaining to, or regulating the provisions oC such services,
including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances,
rules and regulations shell constitute a material. breach of this agreement and shall entitle the
Board to terminate this Agreement immediately upon delivery of written notice of termination to
ADS. ADS shall possess proper licenses to perform work in accordance with these
specifications throughout the tenn of this Agreement.
14. DISCLOSURE AND CONFLICT OF INTEREST
ADS represents that it, its directors, principles and employees, presently have no interest and
shall acquire no interest, either direct or indirect, which would conflict m any manner with the
performance of services required by this Agreement, as provided in Sect. 112.311, et. seq.,
Florida Statutes. 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
Upon execution of this Agreement, and thereafter as changes may require, ADS shall notify the
County of any financial interest it may have in any and all programs in Monroe County which
ADS sponsors, endorses, recommends, supervises, or requires for counseling, assistance,
evaluation, or treatment. This provision shall apply whether or not such program is required by
statute, as a condition of probation, or is provided on a voluntary basis.
County and ADS warrant that, in respect to itsa it has neither employed nor retained any
company or person, other than a bona fide employee working solely for it, to solicit or secure
this Agreement and that it has not paid or agreed to pay any person, company, corporation,
individual, or firm, other than a bona fide employee working solely for it, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting from the award or making of
this Agreement. For the breach or violation of the provision, ADS agrees that the County shall
have the right to terminate this Agreement without liability and, at its discretion, to offset from
Contract 0101- 555 -2493A 5
3052923516 MONROE COUNTY ATT
10 36 29a m 04 12 -2006
monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or
consideration.
15. NO PLEDGE OF CREDIT
ADS shall not pledge the County's credit or make it a guarantor of payment or surety for any
contract, debt, obligation, judgment, lien, or any form of indebtedness. ADS further warrants
and represents that it has no obligation or indebtedness that would impair its ability to fulfill the
terms of this Agreement.
16. NOTICE REVIMEb T
Any notice required or permitted under this agreement shall be in writing and hand delivered or
mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the
following:
FOR COUNTY:
Monroe County Court Administrator and County Attorney
1100 Simonton Street PO Box 1026
Key West, FL 33040 Key West, FL 33040
FOR ADS:
Rob Buell and Melody Buell
Advanced Data Solutions, Inc. Advanced Data Solutions, Inc.
14 1 Scarlet Boulevard, Suite A 141 Scarlet Boulevard, Suite A
Olsdmar, Florida 34677 Olsdmar, Florida 34677
17. TAXES
The County is exempt from payment of Florida State Sales and Use taxes. ADS shall not be
exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials
used to fulfill its obligations under this Agreement, nor is ,ADS authorized to use the County's
Tax Exemption Number in securing such materials. ADS shall be responsible for any and all
taxes, or payments of withholding, related to services rendered under this agreement.
I8. TER ►[INATION
The County may terminate this Agreement with or without cause. The County may terminate this
Agreement for cause with seven (7) days notice to ADS. Cause shall constitute a breach of the
obligations of ADS to perform the obligations enumerated under this Agreement Either of
COUNTY and ADS hereto may termite this Agreement vrithout cause by giving the other
ley sixty (60) days written notice of its intention to do so.
19. GOVERNING LAW VENC� 1 NTEI�FTAT70N COSTS AND FEE
This Agreement shall be governed by and construed in accondancc with the laws of the State of
Florida applicable to Agreements made and to be performed entirely in the State. In the event
that any cause of action or administrative proceeding is instituted for the enforcement or
7;10
Contract *101- 555 -2493A 6
36152923516 MONROF COUNTY AiT 1036 59 e m 04 12 -2006 8;10
interpretation of this Agreement, the County and ADS agree that venue will He in the appropriate
court or before the appropriate administrative body in Monroe County, Florida.
20. N EDIATION
The County and ADS agree that, in the event of conflicting interpretations of the terms or a term
of this Agreement by or between any of them the issue shall be submitted to mediation prior to
the institution of any other eve or legal proceeding. Mediation proceedings initiated
and conducted Pursuant to this Agreement shall be in accordance with the Florida. Rules of Civil
Procedure and usual and customary procedures required by the circuit court of Monroe County.
21. SSEVERABILITY
If any term, covenant, condition or provision of this Agreement (or the application thereof to any
circumstance or person) shall be declared invalid or unenforceable to any extent by a court of
competent jurisdiction, the remaining terms, covenants, conditions and provisions of this
Agreement, shall not be affected thereby; and each remaining term, covenant, condition and
Provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted
by law unless the enforcement of the remaining teams, covenants, conditions and provisions of
this Agreement would prevent the accomplishment of the original intent of this Agreement. The
County and ADS agree to reform the Agreement to replace any stricken provision with a valid
Provision that comes as close as possible to the intent of the stricken provision.
22. ATTORNEY'S FEES ANN) COST
COUNTY and ADS agree that in the event any cause of action or administrative proceeding is
initiated or defended by any party relative to the enforcement or interpretation of this Agreement,
the prevailing party shall be entitled to reasonable attorney's fees and attorney's fees, in
appellate Proceedings. Each-party agrees to pay its own court costs, investigative, and out-of
pocket expenses whether it is the prevailing party or not through all levels of the court system.
23. ADJUDICATION OF DISPUTES OR DLSAGR --- — TS
County and ADS agree that all disputes and disagreements shall be attempted to be resolved by
meet and confer sessions between representatives of each of COUNTY and ADS. If no
resolution can be agreed upon within 30 days after the first meet and confer session, the issue or
issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue
or issues are still not resolved to the satisfaction of COUNTY and ADS, then any party shall
have the right to seek such relief or remedy as may be provided by this Agreement or by Florida
law.
24. COOPERATION
In the event any administrative or legal proceeding is instituted against COUNTY or ADS
relating to the formation, execution, performance, or breach of this Agreement, County and ADS
agree to participate, to the extent required by the other party, in all proceedings, hearings,
proce&ws meetings, and other activities relate to the substance of this Agreement or provision
Of the services under this Agreement. County and ADS specifically agree that Arbitration shall
not be entered into under this Agreement
Contract #101- 555 -2493A 7
3652923516 MONROE COUNTY ATT 10 37 38 a rr 04-12 2006 0 /10
25. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the
benefit of County and ADS and their respective legal representatives, successors, and assigns.
26. AUTHORITY
COUNTY and ADS 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.
27. CLAIMS FOR FEDERAL OR STATE AID
COUNTY and ADS agree that each shall be, and is, empowered to apply for, seek, and obtain
federal and state funds to finther the purpose of this Agreement, provided that all applications,
re quests , grant proposals, and funding solicitations shall be approved by each party prior to
submission.
28. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules
and pensions and relief, disability, workers compensation, and other benefits which apply to the
activity of officers, agents, or employees of any public agents or employees of the County, when
Performing their respective functions under this Agreement within the territorial limits of the
County shall apply to the same degree and extent to the performance of such functions and duties
of such officers, agents, volunteers, or employees outside the territorial limits of the County.
29. LEGAL OBLIGATIONS AND RoPONsimuTIES
This Agreement is not intended to, nor shall it be construed as, relieving any participating entity
from any obligation or responsibility imposed upon the entity by law except to the extent of
actual and timely performance thereof by atty participating entity, in which case the performance
may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not
intended to, nor shall it be construed as, authorizing the delegation of the constitutional or
statutory duties of the County, except to the extent permitted by the Florida constitution, state
statute, and case law.
30. NON - RELIANCE BY NON - PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to
enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or
Program contemplated hereunder, and County and ADS agree that neither County nor ADS or
any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise
indicate that any particular individual or group of individuals, entity or entities, have entitlements
or benefits under this Agreement separate and apart, inferior to, or superior to the community in
general or for the purposes contemplated in this Agreement.
31. ATTESTATIONS
ADS agrees to execute such documents as County may reasonably require, including a Public
Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement
Contract 0101- 555 -2493A 8
3C52923516 MONROF COUNTY ATT 10 38.14 a m 04-12 2006
32. NO PERSONAL LIABILITX
No covenant or agreement contained herein shall be deemed to be a covenant or agreement of
any member, officer, agent or employee of Monroe County in his or her individual capacity, and
no member, officer, agent or employee of Monroe County shall be liable personally on this
Agreement or be subject to any personal liability or accountability by reason of the execution of
thrs Agreement.
33. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be regarded
as an original, all of which taken together shall constitute one and the same instrument and any
of COUNTY and ADS hereto may execute this Agreement by signing any such counterpart.
34. SECTION HF,ADIN S
Section headings have been inserted in this Agreement as a matter of convenience of reference
only, and it is agreed that such section headings are not a part of this Agreement and will not be
used in the interpretation of any provision of this Agreement.
IN WITNESS WHEREOF, COUNTY and ADS hereto have executed this Agreement on
the day and date first written above in four (4) counterparts, each of which shall, without proof or
aocow" for the other counterparts, be deemed an original Agreement.
(SEAL)
(SEAL
Attest: DANNY L. OLHAGE, CLERK
De ty Clerk
Date: I Y /-° 4
;3e;ss - o r ADS:
ature
Date: -
S• ature
ate: —(� /_�
Contract #101-555-2493A
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3052923516 MONROE COUNTY ATT 02 50 10p m 04 -12 2006 2;12
AGREEMENT BETWEEN MONROE COUNTY AND ADVANCED DATA
SOLUTIONS, INC. FOR SCANNING, INDEXING, AND IMAGING
OF BUILDING DEPARTMENT FILES
Qua
price
Up to 50,000
Scanning & lnde*V of Bldg Pem�it Files (8'h x
$.09
Annual$
11, 8%x 14& 11 x 17)
Up to 100,000
Scanning & Indexing of Bugding Perm ft Blueprints
$125
Annually
Up t10 250
CD-Rom Media disc
$15.00
Annual
12
Pick-up and deikvy of doc umettts (iypicawy
$250.00
ChaTed per trip)
-
Dame MW*Qernent (mer+gktQ thousands of
N/C
left1legal size docxrnerb & blueprints within
Alchemy database)
1
Initial Set-Up & Esb0shment of Database
N/C
Format & Stn,dm
Teffm & SMvicos:
Al document preparation, scanr tg, indw* & review per0ormed by ADS personnel Document
turnaround time is not 13o exceed 30 days. Mortlitiy Pick coordirtM ed through ADS driver.
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