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04/19/2006 Contract DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: April 26, 2006 TO: Thomas Willi County Administrator FROM: Connie Cyr Aid to County Administrator Pamela G. Hanc~ Deputy Clerk ATTN: At the April 19, 2006, Board of County Commissioners meeting the Board granted approval and authorized execution of the following Agreements between Monroe County and Advanced Data Solutions, Inc.: ""'Contract No. 101-555-2493A, for SCannmg, indexing and imaging the Building Department's permits and files. Contract No. 101-555-2565A, for IT consulting, survey of all County departments, IT design and, if necessary, assessments related to the Sterling Project. Contract No. 101-555-2566A, for countywide content management of data including all county servers and platforms, data base management, and all related file management, and for training of county personnel in all related date bases related to Alchemy software, in order to make data bases communicate with each other. Contract No. 101-555-2567A, for IT consulting, support and service of County's IT related platforms and hardware. Enclosed is a duplicate original of each 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 ./ 305292351\3 MONROE COUNTY ATT 10 33 26 a m 04-12-2006 2110 AGREEMENT BETWEEN MONROE COUNTY AND ADVANCED DATA SOLUTIONS, INC. FOR SCANNING, INDEXING AND IMAGING OF BUILDING DEPARTMENT FILES (Contract Number #101-555~2493A) TIllS AGREEMENT made and entered into this 11,^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 COUNlY entered into a previous agreement identified as '.Professional Services Agreement between Monroe County and Advanced Data Solutions, Inc., contract nwnber 101-555-2493" ("Contract Number 101-555-2493"). which was entered into on the15th 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 101-555- 2493; and WHEREAS, ADS and COUNTY agree to enter into this Agreement for scanning 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 exlulJit 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 times 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 #lOl-555-2493A 1 3052923516 MONROE COUNTY ATT 103358a.m. 04-12-2006 3110 A. ADS shall maintain adequate staffmg 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 perfonning services under this Agreement shall be fully qualified, and, if required, to be authorized or permitted \Blder 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 Clerk based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal. of funds. 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 Hundred 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 shall 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 contract. The only permissible payments are set out as EXmBIT A 4. TERM OF AGREEMENT The term of this Agreement commences on the date of execution of the Agreement and ends on the 30th 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 licenses 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 H an auditor employed by the County or Clerk determines that monies paid to ADS pmsuant to this Agreement were spent for Contract #10 1-555-2493A 2 3052923516 MONROE COUNTY ATT 103435am 04-12-2006 4110 purposes not 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 pennit 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 conjunction with this Agreement; and County shall have the right to unilaterally cancel this Agreement upon violation oftbis 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 (including attorney's fees) which arise out ot: 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 amowrts: 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 $l~OOO,OOO.OO per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage shall include all owned vehic1es~ all non-owned vehicles, and all hired vehicles. COMMERCIAL GENERAL LIABILITY. Commercial genera1liability 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 LIABILITY. 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 copies provided if requested. Each policy certificate shall be endorsed with a provision that not less than Contract # 10 1-555-2493A 3 3052923516 MONROE COUNTY ATT 10:3510a.m. 04-12-2006 5 i10 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 voltmteers. 9. NON-WAIVER OF IMMUNITY 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- insmance 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 COlmty 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 ofhis employees, subcontractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. II. NONDISCRlMINATION 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 and ADS agree to comply with aU 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 use s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of1975, as amended (42 use 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 nondiscriminlition 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 ] 912, ss. 523 and 527 (42 USC ss. 69Odd-3 and 29Oee- 3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VII[ of the Civil Rights Act of 1968 (42 use 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; lO) Any other nondiscrimination provisions in any Federal or state statutes which may apply to COUNTY and ADS to, or the subject matter of, 1bis Agreement. Contract #lOl-555-2493A 4 3G52923516 MONROE COUNTY ATT 103550am 04-12-2006 6110 12. ASSIGNMENT/SUBCONTRACT 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 in no manner or event be deemed to impose any additional obligation upon the board. 13. COMPLIANCE WITH LAW AND LICENSE REOUlREMMENTS In providing all services/goods pursuant to this agreement, ADS shall abide by all statutes, ord.inances~ rules and regulations pertaining to, or regulating the provisions ot: such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to tenninate 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 term 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 in 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 Statute8, 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 tD 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 frrm., 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 #101-555-2493A 5 3652923515 MONROE COUNTY ATT 103629a.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 fonn 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 REOUIREMENT Any notice required or pennitted 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 1100 Simonton Street Key West, FL 33040 County Attorney PO Box 1026 Key West, FL 33040 FOR ADS: Rob Buell Advanced Data Solutions~ Inc. 141 Scarlet Boulevard, Suite A Olsdmar, Florida 34677 and Melody Buell Advanced Data Solutions, Inc. 141 Scarlet Boulevard, Suite A 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 Wlder this Agreement, nor is ,ADS authorized to use the COWlty'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. 18. TERMINA nON The County may terminate this Agreement wi1h 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 terminate this Agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. 19. GOVERNING LAW~ VENUE. INTERPRETATION. COSTS. AND FEE This Agreement shall be governed by and constmed in accordance 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 Contract #101-555-2493A 6 , '-'--,_c...:.', 7/10 3052923516 MONROE COUNTY ATT 10:3659 am 04-12-2006 8/10 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. 20. MEDIATION 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. 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. SEVERABll.ITY 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. 22. AITORNEY'S FEES AND COSTS 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. EaclLparty 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 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 COUNlY and ADS. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall ~ discussed at a public meeting of the Board of C01mty Commissioners. If ilie 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, perfonnance, or breach of this Agreement, County and ADS agree to participate, to the extent required by the other party, in all proceedings, ~gs, 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 Arbitration shall not be entered into under this Agreement. Contract #101-555-2493A 7 . . 3052923516 MONROE COUNTY ATT 103738a.m 04-12-2006 9 110 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 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. 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, vohmteers, or employees outside the territorial limits of the County. 29. LEGAL OBLIGA nONS AND RESPONSIBILITIES 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 thereofby 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 statutOl'Y duties of the Colmty, 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 COWlty 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 #LOl-555-2493A 8 3052923516 MONROE COUNTY ATT 1038:14a.m 04-12-2006 1 G 110 32. NO PERSONAL LIABILIlY 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. 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 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 oftbis 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 accounting for the other counterparts, be deemed an original Agreement. (SEAL) (SEA4 Attest: DAN~ L;fOLHAGE; CLERK BG---~ Depyty Clerk Date: 1/11/0 , BOARD OF COUNTY COMMISSIO. S OF MONRO , FLOIDA 3: CJ CJ :z )> nn~'" McCoy ::002; Y 0,-- ,..,,~-< n. r- oc;, ~?J ~:; --.; C') c: :;< ;-i ;;:: -~.l .... , g~ );> ...., :s .." ~ > r- .." rl'} ::0 0 N .., ~ 0 ;.:0 .." ;;0 :x rq ;S; n 0 CJ1 :::0 CO Cl By: Mayor Charlc;s " Date: 4/11/01. pt' ADS: .rl In L\:)CY'. ignature . Date: Advanced Data Solutions, Inc. .4/ ,&~~~ Signature 0 Date: ~ !-t/t;/r , .;2~ 1 /{ V. f! If Print Name I" 'A. Address: }II J J,t'td- k j] j,.fp .iH. . t4-/Ul.UI' ;:::L. 'rt1177 Telephone Nwhber: 7J'7- t rg-S?;JC' Contract #lOl-555-2493A 9 3052923516 MONROE COUNTY ATT 025010p.m 04-122006 EXHIBIT A AGREEMENT BETWEEN MONROE COUNTY AND ADVANCED DATA SOLUTIONS, INC. FOR SCANNING, INDEXING, AND IMAGING OF BUILDING DEPARTMENT FILES Quantilv De8c1i:iikin- Price up to 500,000 Scanning & Indexing ~ Bldg Perrrlt Files (8 Y2 x $.09 Annually 11.8 %x 14& 11)( 17) Upto 100,000 Scanning & Indexing r:i Building Permit Blueprints $1.25 Annually Up to 250 CD-Rom Mecia disc $15.00 Annuallv 12 Pick-up and delivery of docUmems (typically $250.00 charged per trip) - DatabaSe Management (merging thouSB'lds of NiC letterAegaI size documents & blueprints within Alchemy database) 1 Initial Set-Up & Establishment of Da1abase NlC Format & Structure Tenns & Services: All document preparation, scanning, indexing & review performed by ADS personnel. Document turnaround time is not to exceed 30 days. Monthly Pick-Ups coontnated through ADS driver. c.o,.,,1Rl\G-T ~ ;01-655'- .1tjQaA 2112 "'