02/18/2004 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
February 27,2004
TO:
James Roberts
County Administrator
ATTN:
Debbie Frederick, Aide
to County Administrator
FROM:
~
Pamela G. Hanc'f".. ~f^~
Deputy Clerk " -.J
At the February 18, 2004, Board of County Commissioners meeting the Board granted
approval and authorized execution of a Contract for Web Posting Services between Monroe
County and Advanced Data Solutions, Inc. for document imaging services for posting Board of
County Commissioners' monthly meeting agendas on the County's website.
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 Attorney
Finance
File j
CONTRACT FOR WEB POSTING SERVICES
THIS CONTRACT is entered into by and between MONROE COUNTY, a political
subdivision of the State of Florida, whose address is Gate Building, 1100 Simonton Street,
Key West, FL 33040, hereafter County, and ADVANCED DATA SOLUTIONS, INC., a
Florida corporation, whose address is 141 Scarlet Blvd, Suite A, Oldsmar, FL 34677,
hereafter ADS.
WHEREAS, the County desires to employ a service provider to scan the County
Commission meeting agendas and promptly post the same on the County's website; and
WHEREAS, ADS represents that it is professionally qualified to perform the scanning
and web posting services needed by the County; now, therefore
IN CONSIDERATION of the mutual promises and covenants set forth below the
parties agree as follows:
1. ADS will perform the following services for the posting and searching the full
text of each County Commission Agenda via the Internet:
a) Monroe County will FedEx the agenda package to the ADS office each month
based on a routine schedule to be determined by the County Administrator and ADS.
The County will also e-mail the Agenda Word documents to ADS for conversion to
HTML for posting on the Monroe County Agenda Web Page.
b) ADS will scan and post all documents provided by the County via FedEx and
Fax within 24 hours of receipt. After ADS has posted the original agenda package to
the County's web site, the County will notify ADS via telephone call just before faxing
or FedExing any additional documents that need to be added. Additional Fed Ex and
faxed documents subsequent to the original agenda posting by ADS should be kept
to as few as possible.
c) All FedEx and shipping costs are the responsibility of the County.
2. ADS services as described above will be provided to the County at a rate of
$1.10/Image. Pricing covers 12 months of services beginning March 1, 2004 and ending
February 28, 2005. Provided, the total compensation paid ADS under this contract may not
exceed $24,500 without the prior authorization of the County's Board of County
Com missioners.
3. ADS warrants that he/it had not employed, retained or otherwise had act on
his/its behalf any former County officer or employee subject to the prohibition of Section 2
of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of
Ordinance No. 020-1990. 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.
4. a) ADS 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.
b) 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 of action or administrative proceeding is instituted
for the enforcement or interpretation of this Agreement, the County and ADS agree that
venue will lie in the appropriate court or before the appropriate administrative body in
Monroe County, Florida.
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 administrative or legal
proceeding.
c) Severability. 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 terms, 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.
d) Attorney's Fees and Costs. The 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, court costs, investigative, and out-of-pocket
expenses, as an award against the non-prevailing party, and shall include attorney's fees,
courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 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.
e) Binding Effect. The terms, covenants, conditions, and provIsIons of this
Agreement shall bind and inure to the benefit of the County and ADS and their respective
legal representatives, successors, and assigns.
f) 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.
g) Claims for Federal or State Aid. ADS and County agree that each shall be, and
is, empowered to apply for, seek, and obtain federal and state funds to further the purpose
of this Agreement; provided that all applications, requests, grant proposals, and funding
solicitations shall be approved by each party prior to submission.
h) Adjudication of Disputes or Disagreements. 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 the parties. 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 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.
i) 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 discrimination has occurred, this Agreement automatically
terminates without any further action on the part of any party, effective the date of the
court order. County or 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 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 th'e 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) Any other
nondiscrimination provisions in any Federal or state statutes which may apply to the parties
to, or the subject matter of, this Agreement.
j) Cooperation. In the event any administrative or legal proceeding is instituted
against either party 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, processes, meetings, and other activities related to the
substance of this Agreement or provision of the services under this Agreement. County
and ADS specifically agree that no party to this Agreement shall be required to enter into
any arbitration proceedings related to this Agreement.
k) Covenant of No Interest. County and ADS 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.
I) 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.
m) No Solicitation/Payment. The County and ADS warrant that, in respect to
itself, 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, the ADS agrees that the County shall have the
right to terminate this Agreement without liability and, at its discretion, to offset from
monies owed, or otherwise recover, the full amount of such fee, commission, percentage,
gift, or consideration.
n) Public Access. The 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 the County and ADS in conjunction with this Agreement; and the County shall
have the right to unilaterally cancel this Agreement upon violation of this provision by ADS.
0) Non-Waiver of Immunity. Notwithstanding he provisions of Sec. 286.28,
Florida Statutes, the participation of the County and the 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 contract entered into by the County be
required to contain any provision for waiver.
p) 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.
q) legal Obligations and Responsibilities: Non-Delegation of Constitutional or
Statutory Duties. 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 any 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.
r) 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 ADS agree that neither the County nor the 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.
s) Attestations. ADS agrees to execute such documents as the County may
reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a
Drug-Free Workplace Statement.
t) 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.
u) 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 the parties hereto may execute
this Agreement by singing any such counterpart.
v) Section Headings. 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.
NESS WHEREOF, the parties hereto have set their hands and seals the day
written.
By
Title
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
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MONSOE COUNTY ATTORNEY
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C<t~n-'ATTORNEY
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PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on a
contract 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 bids on
leases of real property to 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 in excess of the threshold amount provided in Section
287.017, for CATEGORY TWO for a period of 36 months from the date
of being placed on the convicted vendor list. II