Item D18 D18
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5
The Florida Keys Mayor Pro Tern James K.Scholl,District 3
Craig Cates,District 1
Michelle Lincoln,District 2
' David Rice,District 4
Board of County Commissioners Meeting
January 31, 2024
Agenda Item Number: D18
2023-1983
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Ammie Machan 305-296-1552
AGENDA ITEM WORDING: Approval of an Agreement with Datafy in an amount not to exceed
$26,764 for geolocation data and analytics on recreational visitors.
ITEM BACKGROUND:
TDC approved at their meeting of December 19, 2023
PREVIOUS RELEVANT BOCC ACTION:
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
New Agreement
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Datafy Agree ent.pdf
FINANCIAL IMPACT:
Line Item Number: Cost Center 75039 Spend Category SC_00085 $26,764
1266
DATAFY ORDER FORM
5974 S Fashion Point Drive Suite 200
DATAF fSouth Ogden, UT 84403
(801) 252-6588
11/09/2023
Customer: Contact
Monroe County Tourism Council Kelli Fountain
1201 White Street
Suite 102 805.294.1936
Key West Florida, 33040
Service: Datafy Premium Insights Dashboard, which includes:Analysis of data observed within Clusters & Points of
Interest(POI) along with strategic planning services and customizations described in attached Exhibit A, hereto the
"Services".
Payment Terms:All payments are due monthly, net 30. A 1.5% late fee will be applied to all past-due payments.
Initial Data Period:January 1, 2022 Service Term:January 1, 2024 - December 31, 2024
Service Fees:
Service Item Term Details Amount
Customized dashboard charts,graphs, maps or tables.
Silver Visitor Insights 12 Data Sources: Geolocation from mobile devices with 50 $20,364.00
Dashboard Months Points of Interest and Vehicle Data Beta.
$1,697.00/Month
Consumer Spending Data 12 Monthly Consumer Spending Credit Card Data $5,400.00
Months $450.00/Month
Subtotal $25,764.00
Annual Historical Data 1 Year $1,000 annual fee for storage of historical data $1,000.00
Storage Fee
Total Contracted $26,764.00
Payment Schedule:
Qty Amount Total
Jan 2024 1 $1,697.00 monthly + $450.00 monthly+ $1,000.00
annual storage fee $3,147.00
Feb 2024 - Dec 2024 11 $1,697.00 monthly + $450.00 monthly $23,617.00
Total Contracted $26,764.00
SERVICES AGREEMENT TERMS
This Services Agreement("Agreement")is entered into on 9th day of November,2023(the"Effective Date")between
Datafy, LLC ("Company"), and the Customer listed above ("Customer"). This Agreement includes and incorporates
the above Order Form, as well as the attached Terms and Conditions and contains, among other things, warranty
disclaimers, liability limitations,and use limitations.
By signing below, I hereby represent and warrant that I am duly authorized to execute this binding contract on behalf
of the Company or the Customer.
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IN WITNESS Wi IEREOF, the parties hereto have caused this agreement to be executed
the day and year first ab�ove written.
(SEAL) Board of County Commissioners
Attest: Kevin Madok, Clerk of Monroe County
As Deputy Clerk Mayor/Chairrnan
.......... ....... ........... ......—........ ...... ..............
MONROE COUNTY ATTORNEY
0 izatiWo CHRISTINE LIMBER'r-BARROWS
ASSISTANT COUNTY ATTORNEY
DATE 12/29/23
7ta,a L LC C C Company)
Print Name
2,
Date:
AND TWO WITNESS
(2)77: :
(1) Cxh CaOey- (2)
Print Name Print Name
Date, Date: n A i JZ3
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TERMS AND CONDITIONS
1.SERVICES AND SUPPORT Proprietary Information of Customer includes non-public data
that has been created by the Customer, an official
1.1. Subject to the terms of this representative of the Customer, or a third-party at the
Agreement,Company will use commercially reasonable efforts direction of the Customer and is provided by Customer to
to provide Customer the Services outlined in the Order Form Company to enable the provision of the Services ("Customer
and customization described in Exhibit A. Data").Customer warrants that they have received permission
1.2. Subject to the terms hereof, from respective third-party data provider(s) to distribute
Company will provide Customer with reasonable product and Customer Data to Company for the purpose of performance of
technical support services in accordance with the terms set the Services.Any restrictions of Customer Data usage that will
forth in Exhibit B. impact or limit the provision of Services must be disclosed in
writing to the Company.The Receiving Party agrees:(i)to take
reasonable precautions to protect such Proprietary
2. RESTRICTIONS AND RESPONSIBILITIES Information, and (ii)not to use (except in performance of the
2.1. Customer will not, directly or Services or as otherwise permitted herein) or divulge to any
indirectly: reverse engineer, decompile, disassemble or third person any such Proprietary Information.The Disclosing
otherwise attempt to discover the source data, underlying Party and the Receiving Party agree that the foregoing shall
structure, ideas, know-how or algorithms relevant to the apply with respect to the Proprietary Information and the
Services,documentation or data related to the Service;modify, Customer Data for a period of two (2) years following the
translate, or create derivative works based on the Services disclosure thereof,and shall not apply to any information that
(except to the extent expressly permitted by Company or the Receiving Party can document(a)is or becomes generally
authorized within the Services);use the Services for the benefit available to the public,or(b)was in its possession or known by
of a third party;or remove any branding,proprietary notices or it prior to receipt from the Disclosing Party, (c)was rightfully
labels. disclosed to it without restriction by a third party, (d)was
independently developed without use of any Proprietary
2.2. Customer represents, covenants, Information of the Disclosing Party, or (e)is required to be
and warrants that Customer will use the Services only in disclosed by law.
compliance this agreement and all applicable laws and
regulations. Customer hereby agrees to indemnify and hold 3.2. Customer shall own all right, title
harmless Company against any damages, losses, liabilities, and interest in and to the Customer Data.Company retains an
settlements and expenses (including without limitation costs unrestricted, irrevocable, perpetual, non-exclusive, fully-paid
and attorneys'fees)in connection with any claim or action that and royalty-free, license to use the Customer Data in order to
arises from an alleged violation of the foregoing or otherwise provide the Services and to improve Company's Services,
from Customers use of Services. Although Company has no
including the right to develop aggregated Customer Data or
obligation to monitor Customer's use of the Services,Company any information derived from or obtained by using Customer
may do so and may prohibit any use of the Services it believes Data. All Customer Data is subject to the terms of the
may be(or alleged to be)in violation of the foregoing. applicable user agreement and any terms that may limit the
scope of this agreement must be disclosed in writing by the
2.3. Company will deliver the Services Customer. Customer expressly gives Company the right to
electronically and Customer shall be responsible for obtaining disclose publicly and to other parties Customer status as a
and maintaining any equipment and ancillary services needed customer of Company and to reasonably cooperate with
to access or otherwise use the Services, including, without Company to serve as a reference account upon request.
limitation, modems, hardware, servers, software, operating
systems, networking, web servers and the like (collectively, 3.3. Company shall own and retain all
"Equipment"). Customer shall also be responsible for right, title and interest in and to (a) the Services, all
maintaining the security of the Equipment,Customer account, improvements,enhancements or modifications thereto,(b)any
passwords (including but not limited to administrative software, applications, inventions or other technology
passwords) and files, and for all uses of Customer account or developed in connection with Services or support, (c) the
the Equipment with or without Customer's knowledge or Aggregate Data (defined below), and (d) all intellectual
consent. If the Customer requests physical copies of the property rights related to any of the foregoing.
Services, Customer will be responsible to pay for the costs of 3.4. Notwithstanding anything to the
printing,postage,and additional labor. contrary, Company shall have the right to collect and analyze
data and other information relating to the provision, use,and
3.CONFIDENTIALITY;PROPRIETARY RIGHTS performance of various aspects of the Services and related
systems and technologies (including, without limitation,
3.1. Each party (the "Receiving Party") information concerning Customer Data, data or information
understands that the other party (the "Disclosing Party") has regarding Customer's activities on Company's website or in
disclosed or may disclose business, technical or financial connection with the Services, including frequency of visits to
information relating to the Disclosing Party's business the website, data entered when using the website, vital
(hereinafter referred to as "Proprietary Information" of the statistics and trends,general information regarding Customer's
Disclosing Party). Proprietary Information of Company use of the Services, correlations identified or categorical
includes non-public information regarding prices, promotions, information regarding the kinds of Customer Data provided,
features, functionality and performance of the Services. and data derived therefrom("Aggregate Data")),and Company
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will be free (during and after the term hereof) to (i) use such interruptions in the Services and shall perform the Services in
information and data to improve and enhance the Services and a professional and workmanlike manner. Services may be
for other development, diagnostic and corrective purposes in temporarily delayed either by Company or by third-party
connection with the Services and other Company offerings, providers, or because of other causes beyond Company's
and(ii)disclose Aggregate Data in connection with its business. reasonable control, but Company shall use reasonable efforts
No rights or licenses are granted except as expressly set forth to provide advance notice in writing or by e-mail of any service
herein. disruption. HOWEVER, COMPANY DOES NOT WARRANT
THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR
4. PAYMENT OF FEES FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE
RESULTS THAT MAY BE OBTAINED FROM USE OF THE
4.1. Customer will pay Company the SERVICES OR WITH RESPECT TO ANY MARKETING OR
then applicable fees described in the Order Form for the INVESTMENT DECISION MADE WHILE USING THE
Services in accordance with the terms therein (the "Fees"). SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS
Company reserves the right to change the Fees or applicable SECTION, THE SERVICES ARE PROVIDED "AS IS" AND
charges and to institute new charges and Fees at the end of COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR
the Initial Service Term or then-current renewal term, upon IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
thirty(30) days prior notice to Customer (which may be sent WARRANTIES OF MERCHANTABILITY AND FITNESS FORA
by email). If Customer believes that Company has billed PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Customer incorrectly, Customer must contact Company no 6.2. Company shall use reasonable
later than 60 days after the closing date on the first billing efforts to maintain availability of data sources required for the
statement in which the error or problem appeared,in order to provision of Services. COMPANY DOES NOT WARRANT
receive an adjustment or credit.Inquiries should be directed to THAT THE DATA AND/OR TECHNOLOGY UTILIZED IN THE
Company's customer support department.Datafy reserves the PERFORMANCE OF SERVICES WILL BE AVAILABLE IN
right to increase fees for existing products and services upon PERPETUITY, AND THE DATA MAY, DUE TO
renewal. Any expanded or newly added products or services CIRCUMSTANCES BEYOND THE COMPANY'S CONTROL,
are not initially subject to an increased fee. BECOME UNAVAILABLE. Under such circumstances,
4.2. Company may choose to bill Company may,at its option and expense(a) replace or modify
through an invoice, in which case, full payment for invoices the Services to utilize available data sources, provided that
issued in any given month must be received by Company such modification or replacement contains substantially similar
thirty(30) days after the mailing date of the invoice. Unpaid features and functionality, (b) seek to renegotiate mutually
amounts are subject to a finance charge of 1.5%per month on agreeable terms of the Services with Customer including
any outstanding balance, or the maximum permitted by law, consideration of alternative data sources and costs that may
whichever is lower, plus all expenses of collection and may be associated with obtaining access to those sources.
result in immediate termination of Service. 7. INDEMNITY
5.TERM AND TERMINATION Company shall hold Customer harmless from liability
5.1. Subject to earlier termination as to third parties resulting from infringement by the Services of
provided below,this Agreement is for the Initial Service Term any United States patent or any copyright or misappropriation
as specified in the Order Form, and thereafter shall continue of any trade secret, provided Company is promptly notified of
month to month. After the Initial Service Term, either party any and all threats,claims and proceedings related thereto and
may terminate this Agreement for convenience and without given reasonable assistance and the opportunity to assume
penalty by providing the other party thirty (30) days written sole control over defense and settlement;Company will not be
notice. Customer will pay in full for the Services up to and responsible for any settlement it does not approve in writing.
including the last day on which the Services are provided. The foregoing obligations do not apply with respect to portions
or components of the Services(i)not supplied by Company,(ii)
5.2. In addition to any other remedies it made in whole or in part in accordance with Customer
may have, either party may also terminate this Agreement specifications,(iii)that are modified after delivery by Company,
upon thirty (30) days' notice(or without notice in the case of (iv) combined with other products, processes or materials
nonpayment),if the other party materially breaches any of the where the alleged infringement relates to such combination,(v)
terms or conditions of this Agreement.Customer will pay in full where Customer continues allegedly infringing activity after
for the Services up to and including the last day on which the being notified thereof or after being informed of modifications
Services are provided. Upon any termination, Company may, that would have avoided the alleged infringement,or(vi)where
but is not obligated to, delete stored Customer Data. All Customer's use of the Services is not strictly in accordance
sections of this Agreement which by their nature should with this Agreement. If, due to a claim of infringement, the
survive termination will survive termination,including,without Services are held by a court of competent jurisdiction to be or
limitation, accrued rights to payment, confidentiality are believed by Company to be infringing,Company may,at its
obligations,warranty disclaimers,and limitations of liability. option and expense(a)replace or modify the Service to be non-
infringing provided that such modification or replacement
6.WARRANTY AND DISCLAIMER contains substantially similar features and functionality, (b)
obtain for Customer a license to continue using the Service,or
6.1. Company shall use reasonable (c) if neither of the foregoing is commercially practicable,
efforts consistent with prevailing industry standards to terminate this Agreement and Customer's rights hereunder
maintain the Services in a manner which minimizes errors and
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and provide Customer a refund of any prepaid,unused fees for CUSTOMER WHILE USING THE SERVICES;OR(E) FOR ANY
the Service. AMOUNTS THAT, TOGETHER WITH AMOUNTS
ASSOCIATED WITH ALL OTHER CLAIMS,EXCEED THE FEES
Customer shall hold Company harmless from liability PAID BY CUSTOMER TO COMPANY FOR THE SERVICES
to third parties resulting from(i)infringement by any Customer UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO
Data,including any third-party data subscribed to by Customer THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH
and provided to Company for the provision of the Services,of CASE,WHETHER OR NOT COMPANY HAS BEEN ADVISED
any United States patent or any copyright or misappropriation OF THE POSSIBILITY OF SUCH DAMAGES.
of any trade secret, (ii) any nonfulfillment or breach of any
covenant,agreement or other provision of this Agreement by 9. MISCELLANEOUS
the Customer,(iii)any marketing or investment decision made
while using the Services,or(iv)any losses which Company may If any provision of this Agreement is found to be unenforceable
suffer,sustain or become subject to as a result of any claims or or invalid, that provision will be limited or eliminated to the
threatened claims against Company arising out of the actions minimum extent necessary so that this Agreement will
or inactions of Customer with respect to the Customer's otherwise remain in full force and effect and enforceable.This
business or the terms of this Agreement. Agreement is not assignable, transferable or sublicensable by
Customer except with Company's prior written consent,which
8. LIMITATION OF LIABILITY shall not be unreasonably withheld. This Agreement is the
complete and exclusive statement of the mutual understanding
NOTWITHSTANDING ANYTHING TO THE of the parties and supersedes and cancels all previous written
CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, and oral agreements, communications and other
COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT understandings relating to the subject matter of this
LIMITED TO ALL DATA, EQUIPMENT AND TECHNOLOGY Agreement,and that all waivers and modifications must be in
SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, a writing signed by both parties,except as otherwise provided
CONTRACTORS AND EMPLOYEES SHALL NOT BE herein. No agency, partnership,joint venture, or employment
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT is created as a result of this Agreement and Customer does not
MATTER OF THIS AGREEMENT OR TERMS AND have any authority of any kind to bind Company in any respect
CONDITIONS RELATED THERETO UNDERANY CONTRACT, whatsoever. In any action or proceeding to enforce rights
NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: under this Agreement, the prevailing party will be entitled to
(A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS recover costs and attorneys' fees. All notices under this
OR INACCURACY OR CORRUPTION OF DATA, OUTSIDE Agreement will be in writing and will be deemed to have been
COMPANY'S REASONABLE CONTROL, OR COST OF duly given when received,if personally delivered;when receipt
PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR is electronically confirmed,if transmitted by facsimile or e-mail;
TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY the day after it is sent, if sent for next day delivery by
INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR recognized overnight delivery service;and upon receipt,if sent
CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER by certified or registered mail, return receipt requested. This
BEYOND COMPANY'S REASONABLE CONTROL; (D) FOR Agreement shall be governed by the laws of the State of Utah
ANY MARKETING OR INVESTMENT DECISIONS MADE BY without regard to its conflict of laws provisions.
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EXHIBITA
Setup, Customization and Training
Customer Setup - Company will perform all steps necessary to setup Customer's account based on input from
Customer.As part of this setup Company will add individuals or parties as directed by Customer to the distribution
list to receive updates.
Customer Configuration and Customization -Silver data as identified below:
• Geolocation (cell phone GPS) data for visitors with charts, maps,graphs and other visualizations for 50
Points of Interest
• Vehicle data (if included in Service Fees outline)
• Credit Card spending data (if included in Service Fees outline)
• International data (if included in Service Fees outline)
• Advertising/Media Campaign Services and Strategic Planning(if contracted- supplemental agreement
required)
• Attribution Services(if contracted-supplemental agreement required)
Customer will receive access to a web-based customized geolocation dashboard with live data reports and event
dashboards with the ability to manipulate time periods for the type of data including but not limited to:
• Map of home location of visitors
• Daily,weekly,and monthly#of estimated unique visitors by POI
• Daily,weekly and monthly total estimated visitors by POI
• Year-over-year comparisons
• #of estimated Visitors by POI and by zip code
• Demographic profile of visitors by zip code
• %of market(at City, County or zip code level) captured by POI
• Increase/decrease of visitors by zip code
• Vehicle dashboards(if engaging with vehicle data)
• Spending dashboards(if engaging with consumer spending data)
• Advertising dashboards(if engaging with media campaign services)
• Attribution dashboards(if engaging with attribution solution)
• Return on Investment calculated down to zip code level (requires marketing spend data at zip code level
by Visitor)to be implemented
Company will configure and customize the Services for the Customer based on input from Customer. One
dashboard will be created with logins specified by customer. Company will advise the Customer on the availability
of requested locations of interest and the Customer acknowledges that some potential locations of interest will be
unavailable due to lack of sufficient data or privacy restrictions.
Add-On and One-Time Fees
• Set Up Fee including Historical Data back to February 2018: $1,500 one-time cost
• Annual Historical Data Storage Fee: $1,000 per year billed upon renewal date
• Attribution will be billed separately,as detailed in Attribution Agreement.
• Ad Spend will be billed separately,as used and based on CPM and scope of work rates reviewed prior to
advertising run.
Service Onboard Training(via live webinar and or recorded,telephone or in person) - Company will provide a
Services training session that will be scheduled at Customer's convenience to coincide with the delivery of the first
Premium Insights Dashboard.The purpose of this training is to ensure that the Customer understands the
structure of the Services and the scope and breadth of the insights provided in the Services. It is recommended
that any Customer representatives who will be using the Services on a regular basis participate in the training
session.
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EXHIBIT B
Support Terms
Company will provide product assistance and technical support(e.g. explanation of data and visualization,
corrections)to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through
6:00 pm Mountain Time,with the exclusion of Federal and State(Utah) Holidays("Support Hours").Customer may
contact the Company for product assistance or support by dialing 801-823-0083 or by emailing
support@datafyhq.com.
Whereas Customer has requested product customization, support will also include up to two rounds of revisions of
the format and structure of the customized analysis and report.Additional modifications and customization
requests will be billed separately at an hourly rate.
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Addendum
Monroe County Contract
Terms and Conditions
The Monroe County Board ofCounty Commissioners(herein after"County" or"Custorner")and
Datafy LI-C (herein after"Company") agree as set forth below,
The County and Company hereby enter into this addendum to the Service Agreement("Agreement").
and agrees to the follo,%ving:
The Agreement include and incorporates the Order Form, as well as the Terms and Conditions and
this Addendum,
The Agreement is a Public Record under Chapter 119, Florida Statutes. The parties agree to comply
with Chapter 119,Florida Statutes.
Payment will be made in accordance with the Local Government Prompt Payment Act,218.70,
Florida Statutes. Payments due and unpaid under the Agreement shall bear interest pursuant to the
Local Government Prompt Payment Act. Company shall submit to tile County invoices with
Supporting documentation that are acceptable to the Monroe County Clerk of Court and
C!omptroller(Clerk). Acceptability to the Clerk is based on generally accepted accounting principles
and such laws, rates,and regulations as may govern the Clerk's disbursal of funds.
,r'he County's performance and obligation to pay under this Agreement is contingent upon an annual
appropriation by the Monroe County Board of County Commissioners.
Customer's indemnification is limited and subject to the sovereign immunity provisions of Sec.
768,28,Florida Statutes,
Maintenance of Records: Company shall maintain all books,records,and documents directly
pertinent to perforinance 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 tenri of the Agreement and for five years following tile
termination of this Agreement. If an auditor employed by the County or the determines that monies
paid to Company pursuant to this Agreement were spent for purposes not authorized by this
Agreement, Company shall repay the monies together with interest calculated pursuant to Sec. 55.03,
FS, running from the date the monies were paid to Company.
Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by
and construed in accordance with the laws of the State of Florida applicable to contracts made and to
be performed entirely in the State. In the event that any cause or action or administrative proceeding
is instituted for the enforcement or interpretation of this Agreement, the Customer and Company
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agree that venue shall lie in the appropriate court or before the appropriate administrative body in
Monroe County, Florida. This Agreement shall not be subject to arbitration.
Attorney's Fees and Costs: ]'he Parties 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 attorneys fees and court costs, as an
award against the non-prevailing party, and shall include attorney's fees and courts costs in appellate
proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement ,hall be in
accordance with the Florida Rules of Civil Procedure and usual and, customary procedures required
by the circuit court of Monroe County.
Nondiscrimination: The Parties 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. The Parties 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 VII of the Civil Rights Act of 1964 (PI, 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
OSC 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 (PI., 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 (PI, 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Ilealth 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 patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 LJSC s. 3601
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. 12101 Note), as maybe amended :from time to
time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14,
Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin,
ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other
nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the
subject matter of,this Agreement.
Public Records Compliance. Company must comply with Florida public records laws, including
but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of
Florida, The County and Contractor,shall allow and permit reasonable access to, and inspection of,all
documents, records, papers, letters or other "public record" materials in its possession or under its
control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the
Customer and Company in conjunction with this contract and related to contract performance. The
Customer shall have the right to unilaterally cancel this contract upon violation of this provision by
Company. Failure of Company to abide by the terms of this provision shall be deemed a material
breach of this contract and the Customer may enforce the terms of this provision in the form of a
court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees
and costs associated with that proceeding. This provision shall survive any termination or expiration
of the contract. Company is, encouraged to consult with its advisors about Florida Public Records
Law in order to comply with this provision. 2
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➢
Non-Waiver of Immunity, Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the
participation of the Customer air(,] Company 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 decined a waiver,of immunity to the extent of liability coverage, nor shall any
contract entered into by the County be required to contain any provision for waiver.
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 the County and the Contractor agree
that neither the Customer nor the Company 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 or benefits under this Ag reement separate and apart,
interior to, or superior to the communityentitlements in general or for the purposes, co,ntemp,lated in this
Agreement,
No Personal Liability: 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 this Agreement.
E-Verify System - In accordance with F.S. 448.095, Any Contractor and any subcontractor shall
register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify
the work authorization status of all new employees hired by the Company during the term of the
Contract and shall expressly require any subcontractors performing work or providing services
pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify
system to verify the work authorization status of all new employees hired by the subcontractor during
the Agreement term. Any subcontractor shall provide an affidavit stating that the subcontractor does
not employ, contract with, or subconstruct with an unauthorized alien. Company shall comply with
and be subject to the provisions of F.S.448.095
COUNTY FORMS. By signing this Agreement, Company has sworn or affirmed to the following
requirements as set forth in the Public Entity Crime Statement, Ethics Statement, D rug-Free
Workplace Statement and Vendor Certification Regarding Scrutinized Companies List as set forth in
more detail in this Agreement.
Public Entity Crime Statement
Compa�ny certifies and agrees that. Company nor any Affiliate has been placed on the convicted
vendor list within the last 36 months.
In accordance with Section 287.134,Florida Statutes, an entity or affiliate who has been placed on
the Discriminatory Vendor List, kept by the Florida Department of Management Services,, may not
submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a
contract with a public entity for the construction or repair of a public building or public work; may
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not submit bids on leases ol`real property to a public entity, may not be awarded or perform work:as a
contractor; supplier, subcontractor or consultant under a contract with any public entity; and may not
transact business with any public entity..
A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime inay not submit a bid on contracts to provide any goods or services to a public
entity, may not submit a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bias can leases of real property to public entity, may
not be awarded or perform work as a contractor, supplier, subcontractor, Company or subcontractor
under a contract with any public entity,and may not transact business with.any public entity in excess
of the threshold amount provided in. Section 287.017 of the Florida :statutes, for CA l 1;?;CGORY TWO
for a period of 36 months from the date of being placed on the convicted vendor list.
By signing this Agreement,Company represents that the execution of this Agreement will not,violate
the Public Entity Crimes Act(Section 287.1.33,Florida Statutes). Violation of this section shall result
in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment
from Customer's competitive procurement activities.
In addition to the foregoing, Company further represents that there has been no determination, based
on an audit, that it or any subcontractor has committed an act defined by Section 287,133, Florida
Statutes, as a "public entity crime" and that it has not been :formally charged with committing an act
defined as a"public entity crime" regardless of the amount of money involved or whether Company
has been placed on the convicted vendor list.
Company will promptly notify the Customer if it or any subcontractor is formally Charged with
an act defined as a"public entity crime" or has been placed on time convicted vendor list.
Ethics Clause
By signing this Agreement, Company warrants that he/it has not employed, retained or otherwise had
act can his/her behalf any former County officer or employee in violation of Section 2 of Ordinance
No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-
1.990. For breach or violation of this provision the Customer may, in its discretion, terminate this
Agreement without liability and may also, in its discretion, deduct from the Agreement 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.
VENDOR C 'RTIF'ICATIf. N REGA,RIIIN G SCRUTINIZED COMPANIES LISTS
Company agrees and certifies compliance with the following:
Section 287.135, Florida Statutes prohibits a company from bidding can, submitting a proposal
for,or entering into or renewing a contract for goods or services of any amount if, at the time
of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel
List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of
Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on,
Submitting a proposal for, or entering into or renewing a contract for goods or services of
$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan
List or the Scrutinized Companies with Activities in the Iran Terrorism Lists which were
created pursuant to s. 21.5.473, Florida Statutes, or is engaged in business operations in Cuba
or Syria.
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As the person authorized to sign oil behalf of' Company, I hereby certify that the company
identified above is not listed on the Scrutinized Companies that Boycott Israel List or engaged
in a boycott of Israel and for Projects of $1,000,000 or more is not listed oil either the
Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with
Activities in the Iran Terrorism List, or engaged in business operations in Cuba or Syria.
I understand that pursuant to Section 287.135,, Florida Statutes, the submission of a `also
certification may subject company to civil penalties, attorney's fees, and/or costs. I further
understand that any contract with the County may be terminated, at the option of the County,,
if the company is found to have submitted a false certification or has been placed on the
Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on
the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies With
Activities in the Iran Terrorism List or been engaged in business operations in Cuba or Syria.
Note: The List are available at the following Department of Management Services Site:
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Non-Collusion Affidavit
Company by signing this Agreement, according to law on my oath, and under penalty of perjury,
depose and say that the person signing on behalf of the firm of Company, the bidder making the
Proposal for the project described in the Scope of Work and that I executed the said proposal with
full authority to do so; the prices in this bid have been arrived at independently without collusion,
consultation,communication or agreement for the purpose of restricting competition, as to,any matter
relating to such prices with any other bidder or with any competitor; unless otherwise required by
law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder
and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any
other bidder or to any competitor; and no attempt has been made or will be made by the bidder to
induce any other person, partnership or corporation to submit, or not to submit,a bid for the purpose
of restricting competition; the statements contained in this affidavit are true and correct, and made
with full knowledge that Monroe County relies upon the truth of the statements contained in this
affidavit in awarding contracts for said project.
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