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HomeMy WebLinkAbout2009-304 7 43 SERVICES AGREEMENT �� ' This Services Agreement ( "Agreement " ) is entered into this 0 day of November, 2009 , (" Effective Date ") by and between Indian River County , a political subdivision of the State of Florida , 1800 27th Street , Vero Beach , FL 32960 (" County" ) and the School District of Indian River County ( " SDIRC ") , whose address is 1990 25th Street , Vero Beach , Florida 32960 . BACKGROUND RECITALS A . The County desires to use the services of SDIRC to perform " Level 2 " background checks on volunteers to the County' s Recreation Department and to the Radio Amateur Civil Emergency Service ( " RACES " ) and other volunteers for the Department of Emergency Services (the RACES and other volunteers for the Department of Emergency Services hereinafter collectively referenced as " ES volunteers " ) on the terms and conditions set forth below; and B . SDIRC is willing and able to perform the services of " Level 2 " background checks on volunteer coaches to the County' s Recreation Department and ES volunteers as set forth in this Agreement on the terms and conditions set forth below. NOW, THEREFORE , for good and valuable consideration , the receipt and sufficiency of which is hereby acknowledged , and intending to be legally bound hereby , the parties hereby agree as follows : 1 . DESCRIPTION OF SERVICES . The services that will be performed by SDIRC pursuant to this Agreement are : fingerprint level 2 searches , including , without limitation : fingerprinting and FBI nationwide fingerprint searches ( hereinafter collectively referenced as " Search " ) . The parties acknowledge and agree that SDIRC shall perform a Search on each volunteer coach to the County's Recreation Department and each ES Volunteer, The Search results shall be promptly transmitted to the County by SDIRC and shall be maintained by the County in accordance with all applicable laws . The information from each Search shall be transmitted to the applicable County department head . 2 . COUNTY RESPONSIBILITIES . The County agrees to coordinate and cooperate with SDIRC in connection with the scheduling of individuals for a Search for those weekdays and times that are mutually convenient for the volunteers and SDIRC . Notwithstanding any language in this paragraph 2 to the contrary , with respect to the fingerprinting of Indian River County Recreation Department volunteer coaches and ES volunteers , the fingerprinting service called for in this Agreement shall be conducted during the School District ' s regular office hours ( 8 : 00a . m . through 4 : 30p . m . ) conducted on business days . The School District of Indian River County shall have the discretion to change its office hours and set the schedule for business days . Indian River County shall have the obligation to provide a schedule of persons who will be fingerprinted to the personnel/HR office of the School District at least five business days before the scheduled fingerprinting . 7 43 SERVICES AGREEMENT �� ' This Services Agreement ( "Agreement " ) is entered into this 0 day of November, 2009 , (" Effective Date ") by and between Indian River County , a political subdivision of the State of Florida , 1800 27th Street , Vero Beach , FL 32960 (" County" ) and the School District of Indian River County ( " SDIRC ") , whose address is 1990 25th Street , Vero Beach , Florida 32960 . BACKGROUND RECITALS A . The County desires to use the services of SDIRC to perform " Level 2 " background checks on volunteers to the County' s Recreation Department and to the Radio Amateur Civil Emergency Service ( " RACES " ) and other volunteers for the Department of Emergency Services (the RACES and other volunteers for the Department of Emergency Services hereinafter collectively referenced as " ES volunteers " ) on the terms and conditions set forth below; and B . SDIRC is willing and able to perform the services of " Level 2 " background checks on volunteer coaches to the County' s Recreation Department and ES volunteers as set forth in this Agreement on the terms and conditions set forth below. NOW, THEREFORE , for good and valuable consideration , the receipt and sufficiency of which is hereby acknowledged , and intending to be legally bound hereby , the parties hereby agree as follows : 1 . DESCRIPTION OF SERVICES . The services that will be performed by SDIRC pursuant to this Agreement are : fingerprint level 2 searches , including , without limitation : fingerprinting and FBI nationwide fingerprint searches ( hereinafter collectively referenced as " Search " ) . The parties acknowledge and agree that SDIRC shall perform a Search on each volunteer coach to the County's Recreation Department and each ES Volunteer, The Search results shall be promptly transmitted to the County by SDIRC and shall be maintained by the County in accordance with all applicable laws . The information from each Search shall be transmitted to the applicable County department head . 2 . COUNTY RESPONSIBILITIES . The County agrees to coordinate and cooperate with SDIRC in connection with the scheduling of individuals for a Search for those weekdays and times that are mutually convenient for the volunteers and SDIRC . Notwithstanding any language in this paragraph 2 to the contrary , with respect to the fingerprinting of Indian River County Recreation Department volunteer coaches and ES volunteers , the fingerprinting service called for in this Agreement shall be conducted during the School District ' s regular office hours ( 8 : 00a . m . through 4 : 30p . m . ) conducted on business days . The School District of Indian River County shall have the discretion to change its office hours and set the schedule for business days . Indian River County shall have the obligation to provide a schedule of persons who will be fingerprinted to the personnel/HR office of the School District at least five business days before the scheduled fingerprinting . 3 . ADDITIONAL SERVICES . Upon mutual agreement , SDIRC may perform additional background checking services for the County . SDIRC is not obligated to perform additional background checking services for the County . The County and SDIRC acknowledge and agree that any such additional services will be negotiated based on pricing that is consistent with , and less than or equal to , the compensation payable by other governmental entities . 4 . SDIRC RESPONSIBILITIES . SDIRC agrees to perform each Search in a timely manner, and promptly to deliver the Search results to the County . SDIRC shall maintain , to the maximum extent allowed by applicable law , the confidentiality of the information received from the Search results while such information is in the possession of SDIRC . Upon receipt of each Search result , the SDIRC Project Manager or his designee shall promptly call the County' s Project Manager or his designee , which shall promptly thereafter retrieve the Search result ( s ) . 5 . COMPENSATION . SDIRC shall advise the County on how to prepay for the service using Cogent ' s Systems on - line payment system . The County shall pay to Cogent 's Systems using the Cogent 's Systems on - line payment system the sum of $ 81 . 25 for each search performed on behalf of the County pursuant to this Agreement . This provision is subject to price changes that might be implemented during the term of this Agreement by Cogent's Systems and it is intended that the County shall pay the actual and entire cost for this service during the term of this Agreement as it may be extended , as the cost may be altered by Cogent ' s Systems . Payment must be confirmed in advance . 6 . TERM ; TERMINATION . 6 . 1 . This Agreement shall remain in effect for a term of one ( 1 ) year , from the Effective Date , and may be renewed by mutual agreement of the parties for successive one ( 1 ) year periods , up to two (2 ) years , subject to sooner termination as provided herein . 6 . 2 . This Agreement may be terminated : ( a ) by the County , for any reason , upon at least thirty ( 30 ) days ' prior written notice to the SDIRC ; or ( b ) by the SDIRC , for any reason , upon at least thirty ( 30 ) days ' prior written notice to the County ; or ( c) by the mutual agreement of the parties ; or (d ) as may otherwise be provided below. In the event of the termination of this Agreement , any liability of one party to the other arising out of any Services rendered , or for any act or event occurring prior to the termination , shall not be terminated or released . 6 . 3 . In the event of termination of this Agreement , the SDIRC agrees to deliver any Search results to the County that were performed by SDIRC and not delivered prior to termination of this Agreement 7 . INDEPENDENT CONTRACTOR . It is specifically acknowledged and agreed by the parties hereto that the SDIRC is and shall be , in the performance of all Services and activities under this Agreement , an independent contractor, and not an employee , agent , or servant of the County . All persons engaged in any of the Services performed pursuant to this Agreement shall at all times , and in all places , be subject to the SDIRC 's sole direction , supervision , and control , SDIRC shall exercise control over the means and manner in which SDIRC and its employees perform the Services , and in all respects the SDIRC ' s relationship and the relationship of its employees to the County shall be that of an independent contractor performing solely under the terms of the Agreement and not as employees , agents , or servants of the County . 8 . MERGER ; MODIFICATION . This Agreement incorporates and includes all prior and contemporaneous negotiations , correspondence , conversations , agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments , agreements , or understandings of any nature whatsoever concerning the subject matter hereof that are not contained in this document . Accordingly , it is agreed that no deviation from the terms hereof shall be predicated upon any prior or contemporaneous representations or agreements , whether oral or written . No alteration , change , or modification of the terms of this Agreement shall be valid unless made in writing and signed by the SDIRC and the County . 9 , GOVERNING LAW . This Agreement , including all attachments hereto , shall be construed according to the laws of the State of Florida . 10 . SEVERABILITY . If any term or provision of this Agreement , or the application thereof to any person or circumstance shall , to any extent , be held invalid or unenforceable for the remainder of this Agreement , then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected , and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law . 11 . AVAILABILITY OF FUNDS ; NO PLEDGE OF CREDIT . The obligations of the County under this Agreement are subject to the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County . 12 , PUBLIC RECORDS . The County and SDIRC shall comply with all applicable provisions of Chapter 119 , Florida Statutes ( Public Records Law) , together with all provisions of any other applicable Florida law , in connection with this Agreement . 13 . NOTICES . Specifically excluding the Search results , any notice , request , demand , consent , approval , or other communication required or permitted by this Agreement shall be given or made in writing and shall be served , as elected by the party giving such notice , by any of the following methods : (a ) Hand delivery to the other party ; ( b ) Delivery by commercial overnight courier service ; or ( c) Mailed by registered or certified mail ( postage prepaid ) , return receipt requested at the addresses of the parties shown below : Indian River County : Attn : Cliff Crawford , Recreation Director, Project Manager 1800 27th Street , Vero Beach , FL 32960-3365 Phone : ( 772 ) 226 - 1726 ; Facsimile : ( 772 ) 978- 1780 SDIRC : Attn : Dr. Julius Teske , Assistant Superintendent , Project Manager 1990 25th Street , Vero Beach , FL 32960 Phone : ( 772 ) 564-3178 , Facsimile : ( 772 ) 564-3049 Notices shall be effective when received at the address as specified above . Facsimile transmission is acceptable notice effective when received , provided , however, that facsimile transmissions received ( i . e . , printed ) after 5 : 00 p . m . or on weekends or holidays , will be deemed received on the next day that is not a weekend day or a holiday . The original of the notice must additionally be mailed . Either party may change its address , for the purposes of this section , by written notice to the other party given in 3 . ADDITIONAL SERVICES . Upon mutual agreement , SDIRC may perform additional background checking services for the County . SDIRC is not obligated to perform additional background checking services for the County . The County and SDIRC acknowledge and agree that any such additional services will be negotiated based on pricing that is consistent with , and less than or equal to , the compensation payable by other governmental entities . 4 . SDIRC RESPONSIBILITIES . SDIRC agrees to perform each Search in a timely manner, and promptly to deliver the Search results to the County . SDIRC shall maintain , to the maximum extent allowed by applicable law , the confidentiality of the information received from the Search results while such information is in the possession of SDIRC . Upon receipt of each Search result , the SDIRC Project Manager or his designee shall promptly call the County' s Project Manager or his designee , which shall promptly thereafter retrieve the Search result ( s ) . 5 . COMPENSATION . SDIRC shall advise the County on how to prepay for the service using Cogent ' s Systems on - line payment system . The County shall pay to Cogent 's Systems using the Cogent 's Systems on - line payment system the sum of $ 81 . 25 for each search performed on behalf of the County pursuant to this Agreement . This provision is subject to price changes that might be implemented during the term of this Agreement by Cogent's Systems and it is intended that the County shall pay the actual and entire cost for this service during the term of this Agreement as it may be extended , as the cost may be altered by Cogent ' s Systems . Payment must be confirmed in advance . 6 . TERM ; TERMINATION . 6 . 1 . This Agreement shall remain in effect for a term of one ( 1 ) year , from the Effective Date , and may be renewed by mutual agreement of the parties for successive one ( 1 ) year periods , up to two (2 ) years , subject to sooner termination as provided herein . 6 . 2 . This Agreement may be terminated : ( a ) by the County , for any reason , upon at least thirty ( 30 ) days ' prior written notice to the SDIRC ; or ( b ) by the SDIRC , for any reason , upon at least thirty ( 30 ) days ' prior written notice to the County ; or ( c) by the mutual agreement of the parties ; or (d ) as may otherwise be provided below. In the event of the termination of this Agreement , any liability of one party to the other arising out of any Services rendered , or for any act or event occurring prior to the termination , shall not be terminated or released . 6 . 3 . In the event of termination of this Agreement , the SDIRC agrees to deliver any Search results to the County that were performed by SDIRC and not delivered prior to termination of this Agreement 7 . INDEPENDENT CONTRACTOR . It is specifically acknowledged and agreed by the parties hereto that the SDIRC is and shall be , in the performance of all Services and activities under this Agreement , an independent contractor, and not an employee , agent , or servant of the County . All persons engaged in any of the Services performed pursuant to this Agreement shall at all times , and in all places , be subject to the SDIRC 's sole direction , supervision , and control , SDIRC shall exercise control over the means and manner in which SDIRC and its employees perform the Services , and in all respects the SDIRC ' s relationship and the relationship of its employees to the County shall be I accordance with the provisions of this section . 14 . SURVIVAL . Except as otherwise expressly provided herein , each obligation in this Agreement to be performed by SDIRC shall survive the termination or expiration of this Agreement . 15 , CONSTRUCTION . The headings of the sections of this Agreement are for the purpose of convenience only , and shall not be deemed to expand , limit , or modify the provisions contained in such Sections . All pronouns and any variations thereof shall be deemed to refer to the masculine , feminine or neuter, singular or plural , as the identity of the party or parties may require . The parties hereby acknowledge and agree that each was properly represented by counsel and this Agreement was negotiated and drafted at arm ' s- length so that the judicial rule of construction to the effect that a legal document shall be construed against the draftsperson shall be inapplicable to this Agreement 16 , COUNTERPARTS , This Agreement may be executed in one or more counterparts , each of which shall be deemed to be an original copy and all of which shall constitute but one and the same instrument . 17 . AGREEMENT SUBJECT TO FDLE/ FBI REGULATIONS AND REQUIREMENTS . The parties agree that the services called for hereunder are subject to the regulations and requirements imposed by the Florida Department of Law Enforcement and the Federal Bureau of Investigation with respect to the services called for hereunder. This Agreement is subject to those regulations and requirements as they may be amended during the term of this Agreement . 18 . GENERAL . The Background Recitals are true and correct and form a material part of this Agreement . IN WITNESS WHEREOF , the County and SDIRC have caused this Agreement to be executed in their respective names as of the date first set forth above . SCHOOL DISTRICT OF INDIAN INDIAN RIVER COUNTY BOARD OF RIV COUNTY COUNTY COMMISSIONERS By � � 1130.0 o y By Carol Johnso airman Jose h A . B ird , Coun y Adminis ator Attest ---- Itlia �aoo 5 App d r& rmand legal sufficiency : D r. H a rri Lit a va w Superintendent of Schools Will Collins , County Attorney Secretary to the School Board of Indian River County , Florida that of an independent contractor performing solely under the terms of the Agreement and not as employees , agents , or servants of the County . 8 . MERGER ; MODIFICATION . This Agreement incorporates and includes all prior and contemporaneous negotiations , correspondence , conversations , agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments , agreements , or understandings of any nature whatsoever concerning the subject matter hereof that are not contained in this document . Accordingly , it is agreed that no deviation from the terms hereof shall be predicated upon any prior or contemporaneous representations or agreements , whether oral or written . No alteration , change , or modification of the terms of this Agreement shall be valid unless made in writing and signed by the SDIRC and the County . 9 , GOVERNING LAW . This Agreement , including all attachments hereto , shall be construed according to the laws of the State of Florida . 10 . SEVERABILITY . If any term or provision of this Agreement , or the application thereof to any person or circumstance shall , to any extent , be held invalid or unenforceable for the remainder of this Agreement , then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected , and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law . 11 . AVAILABILITY OF FUNDS ; NO PLEDGE OF CREDIT . The obligations of the County under this Agreement are subject to the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County . 12 , PUBLIC RECORDS . The County and SDIRC shall comply with all applicable provisions of Chapter 119 , Florida Statutes ( Public Records Law) , together with all provisions of any other applicable Florida law , in connection with this Agreement . 13 . NOTICES . Specifically excluding the Search results , any notice , request , demand , consent , approval , or other communication required or permitted by this Agreement shall be given or made in writing and shall be served , as elected by the party giving such notice , by any of the following methods : (a ) Hand delivery to the other party ; ( b ) Delivery by commercial overnight courier service ; or ( c) Mailed by registered or certified mail ( postage prepaid ) , return receipt requested at the addresses of the parties shown below : Indian River County : Attn : Cliff Crawford , Recreation Director, Project Manager 1800 27th Street , Vero Beach , FL 32960-3365 Phone : ( 772 ) 226 - 1726 ; Facsimile : ( 772 ) 978- 1780 SDIRC : Attn : Dr. Julius Teske , Assistant Superintendent , Project Manager 1990 25th Street , Vero Beach , FL 32960 Phone : ( 772 ) 564-3178 , Facsimile : ( 772 ) 564-3049 Notices shall be effective when received at the address as specified above . Facsimile transmission is acceptable notice effective when received , provided , however, that facsimile transmissions received ( i . e . , printed ) after 5 : 00 p . m . or on weekends or holidays , will be deemed received on the next day that is not a weekend day or a holiday . The original of the notice must additionally be mailed . Either party may change its address , for the purposes of this section , by written notice to the other party given in accordance with the provisions of this section . 14 . SURVIVAL . Except as otherwise expressly provided herein , each obligation in this Agreement to be performed by SDIRC shall survive the termination or expiration of this Agreement . 15 , CONSTRUCTION . The headings of the sections of this Agreement are for the purpose of convenience only , and shall not be deemed to expand , limit , or modify the provisions contained in such Sections . All pronouns and any variations thereof shall be deemed to refer to the masculine , feminine or neuter, singular or plural , as the identity of the party or parties may require . The parties hereby acknowledge and agree that each was properly represented by counsel and this Agreement was negotiated and drafted at arm ' s- length so that the judicial rule of construction to the effect that a legal document shall be construed against the draftsperson shall be inapplicable to this Agreement 16 , COUNTERPARTS , This Agreement may be executed in one or more counterparts , each of which shall be deemed to be an original copy and all of which shall constitute but one and the same instrument . 17 . AGREEMENT SUBJECT TO FDLE/ FBI REGULATIONS AND REQUIREMENTS . The parties agree that the services called for hereunder are subject to the regulations and requirements imposed by the Florida Department of Law Enforcement and the Federal Bureau of Investigation with respect to the services called for hereunder. This Agreement is subject to those regulations and requirements as they may be amended during the term of this Agreement . 18 . GENERAL . The Background Recitals are true and correct and form a material part of this Agreement . IN WITNESS WHEREOF , the County and SDIRC have caused this Agreement to be executed in their respective names as of the date first set forth above . SCHOOL DISTRICT OF INDIAN INDIAN RIVER COUNTY BOARD OF RIV COUNTY COUNTY COMMISSIONERS By � � 1130.0 o y By Carol Johnso airman Jose h A . B ird , Coun y Adminis ator Attest ---- Itlia �aoo 5 App d r& rmand legal sufficiency : D r. H a rri Lit a va w Superintendent of Schools Will Collins , County Attorney Secretary to the School Board of Indian River County , Florida