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HomeMy WebLinkAbout2005-262 First Amendment to Print and Mail Services Agreement This First Amendment to the Printing And Mail Services Agreement ( " First Amendment" ) , is made as of this August 2 , 2005 day of June , 2005 ( " Effective Date " ) , by and between Indian River County, a political subdivision of the State of Florida , with its principal place of business at 1840 25'h Street Vero Beach , FL 32960 ( " County " ) , and SunGard Output Solutions (f/k/a SunGard Mailing Services ( " SMS " ) , a division of SunGard Business Systems Inc . , a Pennsylvania corporation , with a place of business at 350 Automation Way, Irondale , Alabama 35210 ( " SOS" ) . BACKGROUND RECITALS A. County and SOS are parties to that certain Print and Mail Services Agreement dated as of May 19 , 2000 ; ( , the " Contract" " ) ; B . The initial term of the Contract was renewed in accordance with its terms until June 30 , 2005 . C . County and SOS have agreed to modify the term of the Contract , all pursuant to the terms and conditions hereof; NOW THEREFORE , County and SOS , in consideration of the terms and conditions herein , agree as follows : 1 . From and after the effective date of this First Amendment , Article 3 , Term & Renewal , is hereby modified by adding the following at the end of the existing text : The term of this Contract shall be extended for a period of one ( 1 ) years beginning July 1 , 2005 and ending June 30 , 2006 unless sooner terminated as provided herein . 2 . The background recitals are true and correct and form a material part of this First Amendment . 3 . All terms and conditions of the Contract not amended herein remain in full force and effect . IN WITNESS: WHEREOF , the Parties hereto have caused this Amendment No . 1 to be executed by their duly authorized representatives . I an River Cnty S n and O tp olutions � . ----------- -- -- ----- -- -------- ature � - t e IlLobttJ.her_ --------- -- ------------ .. . . . - Name ( print) . Name ( print ) r( ' ------------------------------------ Title Title August 2 , 2005 0COS ----------------------------------------- -------------------------------------- Date Date APPROVED : G Count yA +l t YO FORM AN EG FFICIENC Y " / 1 f A" ANT COUNTY ATT NE t LJUN VED UTILITY BILLING SERVICES CONTRACT 8 2000 County of Indian River _ f & SunGard Business Systems Inc . This contract is made the ' ! day of May , 2000 by and between the Indian River County Utilities , a political subsidy organized and existing under the laws of the State of Florida , whose address is 1840 25 `h Street , Vero Beach , Florida 32960 ( hereinafter " County " ) ; and SunGard Business Systems Inc . , duly organized and existing under the laws of the State of Delaware , and duly registered , and active as a Florida foreign corporation , whose principal place of business is 104 Inverness Center Place , Suite 125 , Birmingham , AL 35242 ( hereinafter " Contractor" ) . WITNESSETH : WHEREAS , the County operates its own water and sewer systems , and solid waste system and approximately 24 , 000 bills must be issued monthly ; WHEREAS , the County desires to purchase utility billing products and services such as the downloading , laser printing , and mailing of utility bills as well as fund collection services for utility billing ( e . g . the ability to accept electronic fund transfers " EFT' payments ) ; WHEREAS , Contractor is in the business of providing such utility billing products and services ( by its mailing services division , sometimes referred to as SunGard Mailing Services Division ) ; NOW THEREFORE , in consideration of the mutual covenants herein contained and for other good and valuable consideration , County and Contractor ( collectively " the parties " ) agree as follows : Article 1 . Adoption And Incorporation Of Recital And Incorporation Of Exhibits ( a ) Adoption & Incorporation Of Recital . The above recital is true and correct and by this reference is Incorporated herein and made a part hereof. ( b ) Exhibits . The following attached Exhibits are hereby incorporated into and made a part of this Contract .- Exhibit ontract :Exhibit "A" — Additional Terms and Conditions Exhibit " B " — Description of Services Exhibit " C " — Fees & Expenses ( consisting of 3 pages ) Exhibit " D " — Sworn Statement Pursuant to FL Stat . 287 . 132 , re : Public Entity Crimes indianrivercontract4001 . doc Page 1 of 25 Document last printed 05/ 18/00 10 : 39 AM as defined in Article 2 . Scope Of Work - Contractor setlperform forth n the Article Unless otherwise Contract (which includes the recital and exhibits specified herein , Contractor shall furnish all materials , tools , equipment, manpower, and consumables to complete all states of the work . Article 3 . Term & Renewal - The term of this Contract shall be for a period of three (3) years beginning July 1 , 2000 and ending June 30 2003 , unless sooner terminated as provided herein . This Contract period of this shall C Contract for a two (2) year period .d on a yearly basis and thereafter may be renewed during the p Article 4. Contract Sum — County shall pay Contractor for performance of set Contract, subject to additions and deductions provided herein , in current funds , as forth in Exhibit "C" . The cost to County for the performance of the work set forth in this Contract shall vary depending upon the actual number of bills and the actual services purchased . However, the parties anticipate that the monthly cost to the County for the performance of the work set forth in this Contract shall be $ 10 , 080 . 00 . Article 5 . Cost Adjustments - On July 1 , 2001 , and each July 1 " thereafter, Contractor may petition County Council for a rate adjustment to reflect seventy-five percent (75 %) of the change in the cost of doing business , as measured by fluctuations b in the Consumer Price Index (CPI) , All Urban Consumers , published Y the U . S . Department of Labor, Bureau of Labor Statistics , for the preceding July through June 30' period . The maximum increase for any annual period shall not exceed four percent (4%) . County Council , in its sole discretion , may approve the requested rate adjustment by Resolution and , if approved , it shall take effect on October 1 " of the year in which approved . Article 6 . Protection Of Property - Contractor shall , at all times,g and from loss or damage to property of County , general public , or other vendors or Contractors and shall replace or repair any loss or damage , unless such is caused by County , general public, ll withhold or other vendors or deem necessary t nansurereimbursem reimbursement for nt or make such deductions as it might loss or damage to property through negligence of Contractor or his agents . Article 7 . Addition , Deletion Or Modification Of Services - County reserves the right at its sole discretion to increase , decrease , or delete any portion of this Contract at any time without cause , and if such right is exercised by County , the total fee shall be reduced by a pro rata basis . if work has been accomplished on the portion of this Contract to be increased , decreased , or deleted , the Contractor shall be paid on the basis of the estimated percentage of completion of such portion of work. Article 8 . Indemnification And Insurance - Contractor shall indemnify County , as provided in Article 54 , and procure and maintain insurance , as provided in Article 46 , and , to the extent required in said articles , require any and all subcontractors to do the same . Article 9 . Third -Party Beneficiary - Nothing herein shall be construed as creating any personal liability on the part of any officer, appointed or elected official , or agent of any public body which may be a party hereto , nor shall it be construed as giving any rights or benefits herein to anyone other than to County and Contractor. Page 2 of 25 ind ianrivercontract400 Document last printed 06/07/00 10:31 AM Article 10 . Contractor' s Warranties - A . Services and Products - Contractor shall not limit or exclude any implied warranties . Any attempt by Contractor to do so shall render this Contract voidable at the option of County . Contractor warrants that the services and products furnished will conform to the Specifications included herein , and to the sample ( s ) furnished by Contractor, if any . B . Safety Warranty - Contractor warrants that the services and products sold to County shall conform to the standards promulgated by the U . S . Department of Labor under the Occupational Safety and Health Act ( OSHA ) . In the event the product does not conform to OSHA standards , County may return the product for correction or replacement at the Contractor' s expense . In the event Contractor fails to make the appropriate correction within a reasonable time , correction made by County will be at Contractor' s expense . Article 11 . Misunderstanding — A . To prevent misunderstanding and any litigation , County ' s designated representative shall decide any and all questions which may arise concerning the quality and acceptability of the work and services performed , the sufficiency of performance , the interpretation of the provisions of this Contract , and the acceptable fulfillment of this Contract on the part of the Contactor. B . County ' s designated representative will determine whether or not the amount , quantity , character, and quality of the work performed is satisfactory , which determination shall be final , conclusive , and binding upon the Contractor . Article 12 . Inspection Of Work And Progress - The Contractor shall provide County ' s designated representative with every reasonable opportunity to ascertain whether or not the work , as performed , is in accordance with the requirements and expectations of this Contract and County staff. The Contractor shall designate , in writing , a person to serve as liaison between the Contractor and County . County ' s designated representative may appoint qualified persons to inspect the Contractor ' s operation and equipment at any reasonable time , and the Contractor shall permit such persons to make such inspections at any reasonable time and place . Article 13 . Operation During Dispute - In the event County has not cancelled this Contract in accordance with the terms of this Contract , and there remains a dispute between the Contractor and County , the Contractor agrees to continue to fully operate and fully perform under the terms of this Contract while such dispute is pending and further agrees that , in the event a suit is filed for injunction or other relief, it will continue to fully operate until the final adjudication of such suit by the court . Article 14 . Gratuities - County may , by written notice to the Contractor, cancel this Contract without liability to Contractor if it is determined by County that gratuities , in the form of entertainment , gifts , or otherwise , were offered or given by the Contractor , or any agent or representative of the Contractor , to any officer or employee of County with a view toward securing a Contract or securing favorable treatment with respect to the awarding or amending , or the making of any determinations with respect to the performing of such a Contract . In the event this Contract is canceled by County pursuant to this provision , County shall be entitled , in addition to any other rights and remedies , to indianrivercontract400l . doc Page 3 of 25 Document last printed 05/ 18/00 10 : 39 AM recover or withhold the amount of the cost incurred by Contractor in providing such , gratuities . Article 15 , Special Tools & Test Equipment - If any of the prices stated in the Proposal Schedule include the cost of any special tooling or special test equipment fabricated or required by Contractor for the purpose of filling this order or performing this service , such special tooling equipment and any process sheets related thereto shall become the property of County and , to the extent feasible , shall be identified by Contractor as such . Article 16 . Force Majeure - Except as otherwise expressly provided herein , County shall not be liable for any failure or delay in the performance of its obligations under this Contract due to causes not reasonably within its control , including , but not limited to , acts of civil or military authority , including courts and regulatory agencies , superior governmental authority , God , war , riot or insurrection , inability to obtain required construction permits , blockages , embargoes , sabotages , epidemics , fires , floods , strikes , lockouts or other labor difficulties , provided such labor difficulties do not arise from inequitable labor practices . In the event of any failure or delay resulting from such causes , upon notice to the other party within five ( 5 ) business days of occurrence of the event giving rise to the delay , the time for performance hereunder shall be extended for a period of time reasonably necessary to overcome the effects of such delays . In the event any such failure or delay shall last for a period of more than forty-five ( 45 ) calendar days , then either party may terminate this Contract forthwith , in whole or in part , by notice , in writing , to the other. Article 17 . Assignment- Delegation - No right or interest in this Contract shall be assigned nor any obligation made by Contractor delegated without the written permission of County . Any attempted assignment or delegation by Contractor shall be wholly void and totally ineffective for all purposes unless made in conformity with this Article 17 . Article 18 . Subcontractors - Contractor shall not sublet the whole or any part of this Contract without the consent and written approval of County ' s designated representative . Article 19 . Waiver - No claim or right arising out of a breach of this Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party . Article 20 . Modifications - This Contract may be modified or rescinded only by a writing signed by both of the parties or their duly authorized agents . Article 21 . Interpretation -Parol Evidence - This writing is intended by the parties as a final expression of their Contract and is a complete and exclusive embodiment of the terms of their Contract . Neither prior course of prior dealings between the parties nor usage of the trade shall be used to supplement or explain any term used herein . Article 22 . Applicable Law - This Contract shall be governed by the Uniform Commercial Code . Any term used in this Contract and defined in the Uniform Commercial Code , shall have the meaning contained in the Code . As used herein , the indianrivercontract400l . doc Page 4 of 25 Document last printed 05/ 18/00 10 : 39 AM term , " Uniform Commercial Code , " means the Uniform Commercial Code as adopted in the State of Florida as of the date of this Contract . Article 23 . Right Of Assurance - Whenever a party to this Contract in good faith has reason to question the other party ' s intent to perform he may demand that the other party give written assurance of his intent to perform . In the event that a demand is made and no assurance is given within five ( 5 ) days , the demanding party may treat this failure as an anticipatory repudiation of this Contract . Article 24 . Termination - A . For Cause / Default - County may terminate this Contract for cause at any time in accordance with the provisions of this Contract including , but not limited to , Article 25 , Default and Remedies For Default. B . Without Cause - County may terminate this Contract without cause , for any reason , or no reason , so long as County provides one hundred twenty ( 120 ) days prior notice to Contractor. This Contract shall terminate one hundred twenty ( 120 ) days after Contractor' s receipt of notice . County agrees that in the event this Contract terminates without cause during the first ( 151 ) year of this Contract ' s term , County shall pay Contractor the average of the morithly invoices billed to County for the remaining months during the first ( 15t) year. For example , assuming the average of the monthly invoices is $ 200 per month and County terminates this Contract without cause during the tenth ( 10th ) month of this agreement , County would pay $ 200 for months eleven ( 11 ) and twelve ( 12 ) . Assuming County terminates this Contract without cause effective in month thirteen ( 13 ) , no payments for succeeding months shall be due from County . C . Can Still Terminate For Cause After Notice Of Termination Without Cause Has Been Issued - County may still terminate this Contract for cause even if County has already notified Contractor that County shall terminate this Contract without cause . Nothing in this Contract shall be deemed or construed to prohibit the exercise of COUNTY' s right to terminate for cause hereof at any time after COUNTY's right to terminate without cause hereof has been exercised but has not yet become effective . In the event of a conflict between the effective date of a notice of termination for cause and the effective date of a notice of termination without cause , this Contract shall terminate on the earlier of the Early Termination Date or the Day on which the notice of termination without cause becomes effective . Article 25 . Default And Remedies For Default A . County May Terminate If Contractor Defaults . If any one or more of the following events shall occur and be continuing , it is here defined as and declared to constitute an " event of default" or " default" under this Contract : 1) Failure To Comply With Terms Of Contract. Default in the due observance , performance or compliance with any provision of this Contract by Contractor and that default shall continue for twenty ( 20 ) calendar days after County has notified Contractor of the default ( or such longer period as shall be reasonably required to cure the default , provided that Contractor has commenced the cure within twenty ( 20 ) calendar days and Contractor diligently prosecutes the indianrivercontract4001 . doc Page 5 of 25 Document last printed 05/ 18/00 10 : 39 AM cure to completion ) . Contractor acknowledges , however , that bills must be sent to County ' s customers monthly . Contractor further acknowledges that in the event County determines that Contractor is unable to satisfactorily perform the work , County may terminate this Contract; or 2) The Contractor shall : a ) admit in writing its inability to perform the work required by this Contract ; or b ) file a petition in bankruptcy or for reorganization of the adoption of an arrangement under the bankruptcy act as now exists or in the future amended , or file a pleading asking for relief; or c ) make an assignment for the benefit of creditors , or otherwise assign this Contract without prior consent of County ; or d ) consent to the appointment of a trustee or receiver for all or a major portion of its property ; or e ) be finally adjudicated as bankrupt or insolvent under any federal or state law ; or Q allow the entry of a final and nonappealable court order under any federal or state law appointing a receiver or trustee for all or a major part of its affairs , or approving a petition filed against it under the bankruptcy act , as now exists or in the future amended , which order , of not consented to by it , shall not be vacated , denied , set aside or stayed within one hundred ( 100 ) calendar days after the day of entry . g ) make any representation , warranty , or statement in this Contract that shall prove to have been incorrect in any material respect when made . B . COUNTY' s Additional Rights And Remedies . In addition to all other rights and remedies provided by Law or otherwise provided in this Contract , to which COUNTY may resort cumulatively , or in the alternative , COUNTY may : 1) Keep Contract In Effect. Except as otherwise provided herein , keep this Contract in effect and enforce all of its rights and remedies hereunder; 2) Seek Specific Performance . Seek the specific performance hereof by Contractor or other rights or remedies at law or in equity ; and 3) Terminate For Cause . Terminate for cause this Contract by giving notice of termination . indianrivercontract4001 . doc Page 6 of 25 Document last printed 05/ 18/00 10 : 39 AM 4) Liquidated Damages . COUNTY is entitled to liquidated damages to be paid in accordance with Article 38 , Liquidated Damages , by Contractor or Contractor' s legal representative . Article 26 . Patents - Contractor shall pay all royalties and assume all costs arising from the use of any invention , design , process , materials , equipment , product or device in performance of the work , which is the subject of patent rights or copyrights . Contractor shall , at its own expense , hold harmless and defend County against any claim , suit , or proceeding brought against County which is based upon a claim , whether rightful or otherwise , that the work , or any part thereof, furnished under this Contract constitutes an infringement of any patent or copyright of the United States . Contractor shall pay all damages and costs awarded against County . Article 27 . Warranty - Contractor warrants that the work shall conform to professional standards of care and practice in effect at the time the work is performed , be of the highest quality , and be free from all faults , defects or errors . Article 28 . Correction Of Work - Contractor shall promptly correct all work rejected by County ' s designated representative as faulty , defective , or failing to confirm to this Contract whether observed before or after substantial completion of the work , and whether or not fabricated , installed , or completed . Contractor shall bear all costs of correcting such rejected work . Article 29 . Right To Audit - Contractor shall retain and maintain all records and documents relating to this Contract and shall make them available at all reasonable times for inspection and audit by County , during the term of this Contract and for a period of three ( 3 ) years after the expiration of this Contract . The Contractor' s accounting records and all supportive documentation shall be maintained in such a manner as to provide for a separation between direct and indirect costs . Article 30 . Time Is Of The Essence - The parties agree that time is of the essence in the completion of the work called for under this Contract . Contractor agrees that all work shall be performed regularly , diligently , and in an uninterrupted manner at such a rate of progress as will ensure full completion thereof within the time specified . Article 31 . Information - All information , data , designs , plans , drawings , and specifications furnished to or developed for County by Contractor or its employees , pursuant to this Contract , shall be the sole property of County and all rights therein are reserved by County , except that Contractor may disclose any such information to its corporate affiliates and their agents . Article 32 . Extra Work — A . County , without invalidating this Contract , may order changes in the work within the general scope of this Contract consisting of additions , deletions , or other revisions , Contract price and time being adjusted accordingly . All such changes in the work shall be authorized by a written Addendum to this Contract , and shall be executed under the applicable conditions of this Contract . B . If Contractor plans to make a claim for an increase in Contract price or an extension in Contract Schedule/Term , he shall first give County ' s designated representative written indianrivercontract4001 . doc Page 7 of 25 Document last printed 05/ 18/00 10 : 39 AM notice thereof, such notice to be given within ten ( 10 ) calendar days after the occurrence- of ccurrenceof the event giving rise to such a claim . This written notice shall be given by Contractor to County , and a written approval secured from Indian River County ' s Board of County Commissioners , before proceeding to execute the work , except in an emergency endangering life or property , in which case Contractor shall immediately proceed . No claim for extra work will be considered valid by County unless first submitted in writing . Article 33 . Familiarity With The Work — Contractor, by executing this Contract , acknowledges full understanding of the extent and character of the work required and the conditions surrounding the performance thereof. County will not be responsible for any alleged misunderstanding of the work to be furnished or completed , or any misunderstanding of conditions surrounding the performance thereof. It is understood that the execution of this Contract by Contractor serves as his stated commitment to fulfill all the conditions referred to in this Contract . Article 34 . Choice Of Law ; Venue — A . The validity , interpretation , and enforcement of this Contract shall be governed by the laws of Florida without regard to conflict of law applications . Indian River County , Florida , shall be proper venue for any litigation involving this Contract . Any legal proceedings of any nature brought by either patty to enforce any right or obligation arising out of this Contract shall be submitted to trial without jury before any court of competent jurisdiction in Indian River County , Florida . The parties consent and submit to the jurisdiction of any such court in Indian River County , Florida , and agree to accept service of process outside the state of Florida in any matter submitted to any court pursuant hereto . B . If a conflict between the parties regarding this Contract results in litigation , venue shall be in the Circuit Court for Indian River County , Florida . Venue shall not lie in any other jurisdiction . The prevailing party shall be entitled to reimbursement of all court costs , the cost of expert witnesses , costs of depositions , and costs of attorneys ' fees incurred as a result of the default . Article 35 . Materials And Data - In the event of termination of this Contract prior to Contractor' s satisfactory completion of all the Services described or alluded to herein , Contractor shall promptly furnish County , at no additional cost or expense , one ( 1 ) copy of the following items , any or all of which may have been produced prior to and including the date of termination : data , specifications , calculations , estimates , plans , drawings , construction documents , photographs , summaries , reports , memoranda ; and any and all other documents , instruments , information , and materials ( whether or not completed ) prepared or accumulated by Contractor, or by any of Contractor' s subcontractors , in rendering the Services described herein , and not previously furnished to County by Contractor pursuant to this Contract . The foregoing items shall be the sole property of County , and County shall be vested with all rights provided therein of whatever kind and however created . Contractor shall also require that all such subcontractors agree in writing to be bound by the provisions of this Article 36 . Article 36 . Assignment And Delegation - County and Contractor bind themselves and their partners , successors , executors , administrators , and assigns to the other party of this Contract in respect to all duties , rights , responsibilities , obligations , provisions , conditions , and covenants of this Contract ; except that Contractor shall not assign , indianrivercontract4001 .doc Page 8 of 25 Document last printed 05/ 18/00 10 : 39 AM transfer , or delegate its rights or duties , or both of these things , in this Contract without the prior written consent of County . County has the absolute right to withhold such consent at its convenience , and furthermore , if Contractor attempts to assign , transfer , or delegate its rights or duties in violation of these provisions without County ' s consent , then County may terminate this Contract as a breach of contract by Contractor and a failure by Contractor to substantially perform its obligations hereunder, and any such Contractor assignment shall be null , void , and of no legal effect whatsoever . Article 37 . Local , State And Federal Law - A . Contractor shall , during the life of this Contract , procure and keep in full force , effect , and good standing all necessary licenses , registrations , certificates , permits , and other authorizations as are required by local , state , or federal law , in order for Contractor to render its services as described herein . In addition , Contractor shall comply with all federal , state and local laws in performing all work pursuant to this Contract . B . Contractor shall pay all license fees and royalties , and assume all costs incident to the use , in the performance of the work , of any invention , design , process , product , or device which is the subject of patent rights or copyrights held by others . Contractor also agrees that any invention , design , process , product , device , proprietary system , or proprietary process for which an approval ( of any type ) may be necessary , shall have been secured by Contractor before the onset of this Contract . Contractor shall indemnify and hold harmless County , its agents , employees , and elected and appointed officials from and against all claims , damages , losses , and expenses ( including attorneys ' fees and costs , and attorneys ' fees and costs on appeal ) arising out of any infringement of patent rights , copyrights , or proprietary rights incident to the use in the performance of the services , and shall defend , at County ' s option , all such claims in connection with any alleged infringement of such rights . Article 38 . Liquidated Damages — A . It is specifically agreed by and between the parties hereto that County may retain a sum in the amount scheduled below from the amount of compensation to be paid Contractor, or County may charge Contractor , hereinabove , Sundays and Holidays excluded , for every day that the work remains uncompleted from the negotiated dates and times . It is crucial that the work be completed ( billing statements prepared and sent to customers ) in a timely manner. Failure to complete work in a timely manner will damage County ; for example ( but not limited to ) , additional staff time will be consumed to credit late fees and answer customer service complaints . This amount , as scheduled and agreed upon as a proper measure of liquidated damages which County will sustain per day by failure of Contractor to complete the work by the milestones negotiated and stipulated in this Contract , is not to be construed , in any sense , as a penalty provision . B . The parties , recognizing that time is of the essence and that it would be impossible to determine County ' s damages in the event that Contractor fails to begin in one hundred percent ( 100 % ) full operating capacity , this Contract , by the milestones , hereby agrees that Contractor shall pay as liquidated damages the sums below : FIRST 3 DAYS SECOND 3 DAYS 7 DAYS & THEREAFTER $ 1 , 000 per day $ 2 , 000 per day $ 3 , 500 per day indianrivercontract400l .doc Page 9 of 25 Document last printed 05/ 18/00 10 : 39 AM C . This liquidated damage clause shall be applied , if necessary , through the implementation phases , execution phases , and operations phases of this Contract . Article 39 . Contractor' s Representations - In order to induce County to enter into this Contract , Contractor makes the following representations : A . Contractor has familiarized himself with the nature and extent of his obligations under this Contract . Contractor has familiarized himself with the work site , locality , and all local conditions and laws and regulations that in any manner may affect his costs , progress , or performance . B . Contractor has carefully studied , or will carefully study , all reports of explorations and tests of conditions provided or not provided in this Contract prior to any work and accepts , or shall accept , the accuracy of any technical data contained in such reports and conditions , upon which Contractor is entitled to rely . C . Contractor has obtained and carefully studied , or assumes responsibility for obtaining and carefully studying , all such observations , examinations , investigations , explorations , tests , reports , and studies ( in addition to those referred to in Subarticle B . above ) pertaining to the conditions or otherwise affecting his performance as Contractor considers necessary for the performance at Contract Price and in accordance with the other terms and conditions of this Contract . D . At the time of entering into this Contract , Contractor has given County ' s designated representative written notice of all conflicts , errors , and discrepancies that Contractor had discovered in Contract Documents , and the written resolution thereof by County is acceptable to Contractor. Article 40 . Notice — A . Any notice , request , instruction , demand , consent , or other communication required or permitted to be given under this Contract shall be : ( 1 ) in writing ; ( 2 ) delivered ( to the addresses listed in this Article 41 below , or such other address as the parties may provide to each other in writing ) by one of the following means : ( a ) by hand ; ( b ) by overnight mail service ( such as Federal Express ) ; or ( c ) by certified mail , postage prepaid , and certified return receipt requested to the following address , or such other address as the parties may provide to each other in writing : To : SunGard Business Systems Inc . , With a copy to : [ Name of Division ] Mailing Services Division Attn : Joe M . Harper Attn : [ Name of Contact] President , [Title] Mailing Services Division [ Name of Company] [ Name of Company] 350 Automation Way [ Street Address ] Birmingham , AL 35210 [County] , [ State ] [Zip Code] Telephone : ( 205 ) 307 -6804 Telephone : ( xxx ) xxx-xxxx indiannvercontract400l . doc Page 10 of 25 Document last printed 05/ 18/00 10 : 39 AM Facsimile : ( 205 ) 307 - 6813 Facsimile : ( xxx ) xxx -xxxx To COUNTY : With a copy to : Indian River County Utilities Indian River Countv Utilities Attn : Art Reisfeld Attn : Jeff Smith Customer Service Mgr . Assistant Director 184025 1h Street 184025 1h Street Vero Beach , Florida 32960 Vero Beach , Florida 32960 Telephone : ( 561 ) 770 - 5310 Telephone : ( 561 ) 770 - 5323 Facsimile : ( 561 ) 770 - 5318 Facsimile : ( 561 ) 770 - 5318 B . Facsimiles and Emails Do NOT Discharge Notice Requirements - A copy of any notice , request , instruction , demand , consent , or other communication required or permitted to be given under this Contract may also be sent via facsimile and /or email . However , delivery via facsimile and /or email shall not constitute an alternative or substitute means of delivery ( i . e . , notice must still be sent via hand delivery , overnight mail , or certified mail return receipt requested as set forth , above ) . Article 41 . Severability - In the event that any provision of this Contract shall be held unconscionable , unenforceable , or void for any reason by any tribunal of competent jurisdiction , it is agreed that the provision in question shall be modified to eliminate the elements of concern to the tribunal and , as modified , shall be binding on the parties hereto . The remaining provisions shall not be affected by the action of any tribunal or modification of such provision , and shall remain in full force and effect . Article 42 . Attorneys ' Fees - The prevailing party in any litigation , arbitration or mediation relating to this Contract shall be entitled to recover its reasonable attorneys ' fees and costs from the other party for all matters including , but not limited to , appeals . Article 43 . Article Headings For Convenience Only - The Article headings , and underlined Subarticle headings , hereof are inserted for convenience of reference only , are not a part hereof, and shall have no effect on the construction or interpretation of this Contract . Article 44 . Proposal Exhibits - All Exhibits are included and shall be made a part of this proposal . Article 45 . Contractor Responsibilities - Contractor, by submitting a proposal , certifies that it understands that all planning , coordinating , and implementation of the described services shall be done through personal contact between the Contractor and County ' s designated representative , and that telephone contact and mail correspondence may , in some cases , not be appropriate . County- approved representatives of the Contractor shall be available to meet with County ' s designated representative , as may be required to accomplish County ' s objectives , during each phase of this Contract . Article 46 . Insurance - indianrivercontract4001 . doc Page 11 of 25 Document last printed 05/ 18/00 10 : 39 AM A . General - Before starting and until acceptance of the work by County , Contractor shall procure and maintain insurance of the types and to the limits specified in paragraphs (1 ) to ( 1b) inclusive , below . Contractor shall require each of his subcontractors to procure and maintain , until completion of that subcontractor' s work, insurance of the types and to the limits specified in paragraphs ( 1 ) to ( 1b) , inclusive below. It shall be the responsibility of Contractor to ensure that all his subcontractors comply with all of the insurance requirements contained herein relating to such subcontractors . B . Coverage - Except as otherwise stated , the amounts and types of insurance shall conform to the following minimum requirements: 1 ) Workers ' Compensation = Coverage must apply for all employees for Statutory Limits in compliance with the applicable state and federal laws . In addition , the policy must include : (a) Employers' Liability , with a limit of $ 100 , 000 each accident and disease ; (b) Commercial General Liability — Coverage shall provide minimum limits of liability of $ 1 , 000 , 000 per occurrence Combined Single Limit for Bodily Injury and Property Damage . (c) N/A 2) Special Requirements a) Ten ( 10) days prior to the commencement of any work under this contract a certificate of insurance will be provided to the Risk Manager for review and approval . The certificate shall provide for the following : 1 ) Indian River County will be named as an "Additional Insured" on the General Liability policies . 2) The policy must be endorsed to provide Indian River County with thirty (30) days notice prior to the cancellation or modification of any stipulated insurance . Such notice will be in writing by registered mail , return receipt requested and addressed to the Risk Manager. 3) It is the responsibility of the Contractor to insure that all subcontractors comply will all insurance requirements . 4) It should be remembered that these are minimum requirements which are subject to modification in response to high hazard operations . Article 47 . County Employees - All County employees shall be prohibited from having any financial interest in this Contract. Article 48 . Supervision Of Contract Performance - The Contractor' s performance of this Contract shall be supervised by County' s designated representative and Contractor shall be notified of lack of performance in writing by County' s designated representative . If at any time during the term of this Contract performance is unsatisfactory to County' s designated representative , Contractor, upon written notification , shall within three (3) days increase the force , tools , and equipment as indianrivercontract40o Page 12 of 25 Document last printed 06/06/00 3: 09 PM needed to properly perform this Contract. The failure of County' s designated representative to give such notification shall not relieve Contractor of the obligation to perform the work at the time and in the manner specified by this Contract . Article 49 . Exceptions - While Contractors may take exception to the terms , conditions , and specifications in the Request for Proposal , the number and extent of exceptions taken will be considered in determining proposal responsiveness and in allocating proposal evaluation points . Article 50 . News Releases / Publicity - News releases , publicity releases , or advertisements relating to this Contract, the tasks , or projects associated with the project shall not be made without prior County approval . Article 51 . Substitution Of Personnel - It is the intention of County that the Contractor' s personnel proposed for this Contract will be available for the initial contract term . In the event the Contractor wishes to substitute personnel , it shall propose personnel of equal or higher qualifications , and all replacement personnel are subject to County approval . In the event substitute personnel are not satisfactory to County and the matter cannot be resolved to the satisfaction of County , County reserves the right to cancel this Contract for cause . Article 52. Ownership Of Work, Documents , Information - County shall have full ownership and the right to limit, reproduce , modify , sell , or use all of the work, information , or work product produced under this contract without payment of any royalties or fees to the Contractor above the agreed rates and related costs . Such County ownership shall apply , as a minimum , to the following : 1 . all documents , information , data , and recommendations ; 2 , all drafts , and demographics; 3 , all information and samples ; and 4 . any and all materials or products developed by the Contractor, or given to the Contractor, for this project throughout the course of this project will not be used or given out without prior approval by the designated County representative , and County shall maintain full ownership . Article 53 . Future Expansion - In the event of any expansion of and/or annexation to County' s service area which becomes effective subsequent to the Effective Date of the Contract, the per unit price for service shall apply . Article 54. Indemnity/Hold Harmless — A . Contractor agrees to indemnify, hold harmless and defend (with counsel reasonably acceptable to County) County, its council members , directors , officers , employees , partners , principals , contractors , agents , representatives , and each of them , against any and all administrative and judicial proceedings and orders , charges , claims , costs , damages , demands , expenses , fines , judgments , liabilities , losses , penalties , and remedial actions of any kind , including the costs of any hazardous materials remedial actions of any kind and all other related costs and expenses incurred in connection therewith , including , but not limited to , reasonable attorneys ' fees and the costs of defense arising out of injury to persons , including , but not limited to death , or damage to property, caused by , directly or indirectly , in whole or in part , indiandvercontract400 Page 13 of 25 Document last printed 06/06/00 3: 09 PM the negligence of Contractor in the performance of the work set forth in the Contract Documents . B . The indemnification and hold harmless provisions set forth in Article 54A . shall be binding upon the successors , assigns , and sublicensees of Contractor. Article 55 . Ambiguities Not To Be Resolved Against Drafting Party . Each party and its counsel have reviewed this Contract. Accordingly , the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the construction and interpretation hereof. Article 56 , Authority To Enter Into Contract. A . Contractor' s Representations . Contractor represents and warrants : 1 . Corporate Authority. It is a corporation duly organized and validly existing and in good standing under the Laws of the State of Florida . It has all requisite corporate power and authority to own its property , real and personal , and operate its business as and where it is now being conducted . 2. Authority To Enter Into This Contract. It has the power and authority to enter into this Contract and perform its obligations set forth in this Contract. The execution , delivery and performance hereof have been duly authorized by all necessary corporate actions and proceedings . This Contract is (and any other instrument, document or writing to be executed and delivered pursuant hereto will be) legal , valid and binding obligations of Contractor, and enforceable against Contractor in accordance with the Provisions hereof except as may be limited by applicable Laws . 3 , Terms Of This Contract Will Not Conflict With Articles Of Incorporation, Bylaws, Etc. The execution and delivery hereof and any other instrument, document or writing contemplated hereby by Contractor will not conflict with or violate or constitute a breach or default under the Articles of Incorporation or Bylaws of Contractor or the Provision of any mortgage , trust, indenture, bond , lien , pledge , release , agreement, guaranty or instrument to which Contractor is subject. 4. Contractor Shall Furnish True and Correct Documents And Statements. All information , financial statements , records , reports , resolutions , certifications and other documents or writings which will be submitted by Contractor pursuant to the provisions hereof will be true and correct at the time such information , financial statements, records , reports , resolutions , certifications and other documents or writings are submitted or made available to COUNTY. 5, No Outstanding Claims Or Legal Action That Would Interfere With Performance Of Contract. There are no unresolved claims or disputes between Contractor and COUNTY. There are no actions , suits or proceedings pending or, to the knowledge of Contractor, threatened against Contractor that, if adversely determir',Zd to Contractor, would materially and adversely affect the ability of Contractor to perform its obligations under this Contract. B . COUNTY' s Representations . COUNTY represents and warrants : indianrivercontract400 Page 14 of 25 Document last printed 06/06/00 3: 09 PM 1 . COUNTY's Authority. It is a political subdivision of state of Florida , duly organized and validly existing and in good standing under the Laws of the State of Florida . It has all requisite power and authority to own its property , real and personal , and operate its business as and where it is now being conducted . 2. Authority To Enter Into This Contract. It has the power and authority to enter into this Contract and perform its obligations set forth in this Contract . The execution , delivery and performance hereof have been duly authorized by all necessary actions and proceedings . This Contract is ( and any other instrument , document or writing to be executed and delivered pursuant hereto will be ) legal , valid and binding obligations of COUNTY , and enforceable against COUNTY in accordance with the Provisions hereof except as may be limited by applicable Laws . 3. Terms Of Contract Consistent With COUNTY Ordinance. The execution and delivery hereof and any other instruments , documents or writings contemplated hereby by COUNTY will not conflict with , or violate any provision of, COUNTY' s Code of Ordinances . IN WITNESS WHEREOF , the Parties hereto have caused these presents to be executed , by their respective officers thereunto duly authorized , on the Day , month and year first above written . WITNESSED BY : SUNGARD BUSINESS SYSTEMS INC . : /7 / Sign : Sign : �� . Print : By : Joe ` . arper Title : Pre ' ( dent , SunGard Mailing Services , Division of SunGard Business Systems Inc . Sign : Sign : Print : L< Oeri e Print : c Title : r=IPORATE SEAL] STATE OF COUNTY OF indianrivercontract4001 .doc Page 15 of 25 Document last printed 05/ 18/00 10 : 39 AM The foregoing instrument was acknowledged before me this day of 2000 , byi , , � ; � ; , .- ; as - , . _ ; , and as ;_ , „ ,n ,^ o on behalf of the corporation . They are [personally known to me] [have produced - - r = as identification] and [did] [did not] take an oath . NOTARY PUBLIC Sign : Y', Print : State of at Large [SEAL] Commission Number: _ My Commission Expires : indianrivercontract4001 . doc Page 16 of 25 Document last printed 05/18/00 10: 39 AM PROJECT NAME : UTILITY BILLING SERVICES CONTRACT ATTEST: COUNTY OF INDIAN RIVER : Jeffrey K. Barton , Clerk of Circuit Court Fran B . Adams , Chairman 1 Sign: c Sign : Print : = — – -� �� ;els; � ; �, � _ � C: ti r � Print: Title : Deputy Clerk Title : Chairman of the Board of County Commissioners STATE OF FLORIDA COUNTY OF INDIAN RIVER The foregoing instrument was acknowledged before me this �fi) 5el . day of t � z 2000 , by, Fran B . Adams as Chairperson of the Board of Codhty Commissioners , and attested by PATRICIA " PJ " JONE % s County Clerk of Indian River County , Florida . They are both known to me and did not take an oath . NOTARY PUJ LI C Sign : , 71I� Print: /VL r/ /yJ _ }' /� i -r N, State of Florida at Large [SEAL] Commission Number: - My -Oommission Expires : tt Indian Frir Co Approved / :ri;��!!1ll7lJlll7l7lllllJ!lllll7lN)ll!!!!!l1:71 � v Admin. s` 3! ej ;l oSO y P&,9 Reta M. Smith < , a " Notary Public, State of Florida < Lege! i; yo Commission No. CC 582439 Budget. ,26 Jnr �o� My Commission Exp. 0 104/2000 < 1 -801-3-NO:ARY - Fla. on Service & Bonding Co. C u till t i es oZS b Ri `K Mgr . Approved as to Legal Sufficiency :: G County Attorney mes E . Chandler county Administrator indianrivercontract400 Page 17 of 25 Document last printed 05/25/00 10 :43 AM Exhibit " A" Additional Terms & Conditions I . County shall be responsible for the accuracy and adequacy of all County supplied data and other information submitted for processing . County and /or its representatives shall further be responsible for errors , which are solely the responsibility of County . County is responsible for the accuracy and reliability of the programs it develops or procures , data it delivers for processing , and the resultant output therefrom . II . County and Contractor shall safeguard and maintain the confidentiality and physical integrity of each other' s data , programs , and other property at all times . County and Contractor shall not transfer or disclose each other ' s data , programs , or other property to any third party without each other' s prior written consent . County and Contractor shall take all reasonable steps , including appropriate instructions to and Contracts with their employees and/or its representatives , to prevent the unauthorized transfer or disclosure of data , programs , or other property . I11 . County shall provide Contractor with a two ( 2 ) months prepayment of postage , in advance of mailing , to be held in escrow . This prepayment of postage will remain in an escrow account # 7 t -7 `7 ' I ? . The escrow agent shall be The escrow agent shall not distribute the two month prepayment of postage to Contractor unless expressly authorized by County to do so , or unless directed to do so by a court of competent jurisdiction . IV. County will be billed monthly . Such invoices will be due and payable within thirty ( 30 ) days of receipt. Each unpaid invoice shall bear interest at the rate of one percent ( 1 % ) per month on all amounts not paid within forty-five (45 ) days after the date of the applicable invoice . Florida Prompt Payment Act Section 218 . 74 . V . Checks shall be made payable to SUNGARD BUSINESS SYSTEMS INC . and addressed to the attention of SUNGARD MAILING SERVICES , DIVISION OF SUNGARD BUSINESS SYSTEMS , INC . , P . O . Box 11407 , Birmingham , Alabama , 35246 -0295 . VI . FL STATE TAX EXEMPT NO . 410501252953C VII . Contractor agrees to use due care in processing all work submitted by County under this Contract . In the event that errors do occur , Contractor' s maximum liability will be limited to actual charges for services provided , plus any additional costs County may reasonably incur due to Contractor' s default or breach of Contract including , but not limited to , bank overdraft charges customers incur in the event Contractor draws more than the utility bill owed from a customer' s account via an electronic funds transfer. Nothing in this Paragraph VII is intended by the parties hereto to take precedence over , or in any way conflict with , Article 38 , Liquidated Damages , which amounts set forth in Article 38 for untimely performance the parties agree are reasonable and proper. All instructions by County to Contractor shall be in writing . VIII . Contractor will not be in default of the agreed upon turnaround if any of the following items occur: a ) County-changes the customer' s media for sending of data ; indianrivercontract4001 .doc Page 18 of 25 Document last printed 05/ 18/00 10 : 39 AM b ) County changes the media ' s data encoding techniques ; C ) malfunctions in County ' s hardware , including but not limited to , misalignment of recording device read/write heads ; d ) malfunctions in County ' s software ; e ) incorrect data received from County . This might include , but is not limited to , in excess of 15 % of outgoing addresses do not match the national USPS files , statement messages that are syntactically incorrect , or in excess of 10 % of statements are out of balance ; f) lack of balancing information or failure of County to provide a correct statement transmittal form ; g ) an out of balance situation caused by County ; h ) failure of County to approve visual documentation , faxed statements , or balancing information ; i ) County ' s failure to supply two ( 2 ) months of advance postage ; j ) County' s failure to approve , in writing , the mailing of statements that are over on ounce in weight ; k ) failure of USPS to accept mail ; 1 ) County's requests for custom programming without sufficient advance notificatioll ( the amount of time varies with the complexity of the request) ; m ) County ' s requests for changes in Contractor entered "text" without sufficient advance notification ; n ) County ' s failure to supply inserts within three ( 3 ) days of the receipt of data ; o ) County changes its record format ; P ) procedural changes required by County ; q ) continued failure of County to pay monthly service charges ; r) County ' s failure to supply sufficient bill stuffers , newsletters , or envelope inserts for a mailing ; and S ) the data submitted by County is split into sufficient subsets to make in excess of thirty-five percent ( 35 % ) of the total job non-merchantable . IX. Contractor and County agree that the operating programs of Contractor are th sole and exclusive property of Contractor and are available to County solely for the purpose of processing its data in accordance with the terms of this Contract. Contractor and County agree that any programs developed by Contractor personnel for the purpose of processing the County ' s data , are the sole and exclusive properties o Contractor. Contractor and County agree that any programs developed by County are the sole and exclusive property of County . indianrivercontract4001 . doc Page 19 of 2 Document last printed 05/ 18/00 10 :39 AN I Exhibit `°B" ` DESCRIPTION OF SERVICES Monthly processing , printing , inserting and full mail distribution of the County statement/letter cycle mailings . 1 ) Provide and store the paper and envelopes necessary for the monthly or cycle billing process . This includes the following items : MONTHLY BiLLING: Outgoing Envelope Return Envelope Statements / Letter Any items to be inserted and mailed with the statement can be produced by Contractor or must be shipped to Contractor and received at least three (3) days prior to the arrival of the .billing data. In addition, these items must be, within the specifications of Contractor's Bell and Howell inserting machine to avoid additional charges for manual insertion . 2) Upon receipt of the data necessary to produce the monthly letter/statements , in the pre- determined format, readable by our computers, Contractor will produce any or all of the following : a) Laser print the letters/statements in the mutually agreed upon . format. These letters/statements will be of the highest print quality and will provide at least a 98% acceptance rate when read on an OCR device. b) Print a report listing all of the addresses without ZIP codes or other required items for mailing . 3) Services are to be completed and delivered into the U. S . Postal Distribution System no later than one (1 ) business day from receipt of data (this excludes delays associated with : Acts of God, County processing errors, transmission errors , weekends and holidays)_ Data from County is to be prepared for Contractor in the agreed upon format and transmitted to Contractor no later than 4:00' p.m . CST, on each of the billing cycles processing dates. Data transmission times will be strictly' adhered to. The turnaround time is also subject to the provisions of Section Vill , ADDITIONAL SERVICES -INCLUDED : • Processing of County data for proper forms formatting , printing, , inserting and delivery distribution requirements • CASS (Coding Accuracy Support System ) Certification of all County requested mailing names Specific County related job program development, maintenance and backup to support print and mail application Acquisition, warehousing and controlling of all 'required job forms and materials • High speed simplex laser printing Forms design, development and support Itemized billing of all materials and services OPTIONAL SERVICES Processing of final bills and/or delinquent notices • Electronic envelope elimination • Full service Graphics Departmentfor in-house insert/bill stuffer production • Selective inserting • High-speed duplex and variable "spot color" laser printing Indianrivercontract4001 .doc Page 20 of 25 Document last printed 05/18/00 10:39 AM 180 NNW Exhibit " C " Fees & Expenses PRODUCT DEVELOPMENT EXPENSES : Non - Reoccurring Engineering and Interface Development $ 3 , 000 . 00 One- time • Complete Customized Transactional Data Processing Programs • Complete Custom & Fully Dynamic Designed Printing Platform • Complete Graphical Design of Statements and other Customer Correspondence STATEMENT PROCESSING EXPENSES : Statement Processing — First page $0 . 07 Each ( includes : full data processing & laser printing , variable fonts , logos , customized messaging , folding , insertion and mailing ; laser printing a static backer page , add $ 0 . 02 per page ) Statement Processing — Additional pages of multipage documents $ 0 . 05 Each ( includes : full data processing and laser printing , variable fonts , logos , customized messaging , folding & intelligent insertion ; duplex printing variable data , add $ 0 . 035 per page) Postal Optimization $ 0 . 01 Each ( includes : presorting , zip +4 bar-coding and bundling to postal specifications ; method used to obtain the best qualified postage rate ) Late Notices or Past Due Mailings $0 . 07 Each ( includes : ' full data processing & laser printing , variable fonts , logos , customized messaging , folding , insertion and mailing ) INTELLIGENT INSERTION EXPENSES : Intelligent inserting of statement page( s ) Included at no charge Selective inserting of: flyers , marketing inserts , bill stuffers , etc . $0 . 007 Each in ert ( must meet Contractor inserter specifications ) MATERIALS EXPENSES : ( Contractor' s generic stock ) 8 . 5 " x 11 " Micro Perforated Stock ( 24 Ib . , white , blue , red , green , brown ) $0 . 012 Each 8 . 5 " x 11 " Plain Xerox Compatible Stock (20 Ib . ) $0 . 006 Each #10 Double Window Mailing Envelope (24 Ib . ) $ 0 . 016 Each #9 Single Window Remittance Envelope ( 20 Ib . ) $0 . 012 Each indianrivercontract4001 .doc Page 21 of 21. Document last printed 05/18/00 10 : 39 A Exhibit "C" Fees & Expenses (Cont' d ) CUSTOM MATERIALS SETUP & HANDLING CHARGES Custom Form $200 .00 Per form Custom Stuffer $200 .00 Per stuffer Custom Envelope $200 .00 Per envelope All material and supply prices are subject to -change at any time due to increased material expenses that may be passed on to Contractor. All form and envelope setups, deliveries and freight expenses will be billed back to County. Upon Contract expiration or cancellation , any materials that have been purchased or acquired and have not been used in the normal course of County's applications after production has ceased , will become County's responsibility and be billed back to County, including any and all shipping , packaging or delivery expenses. OTHER MISCELLANEOUS & OPTIONAL EXPENSES : • Monthly minimum charge for Contractor's services $2 , 500 . 00 Per month (excluding postage) Variable "highlight color" laser printing $0 . 02 Per image • Statement consolidation ( merging of separate documents into one envelope ) $0 .07 Per document • Programming (after initial client setup , standard fiva (5) day change's) $ 125 . 00 Per hour • Rush programming of special client request $250 . 00 Per hour OfF line folding $50 . 00 Per M Handwork & Manual Insertion $30 . 00 Per hour Flat mailings in 9" x 12" envelopes (includes envelope and special handling) $0 .65 Each File splits No charge for 1split Additional splits will be done at $50 Each (example : 40 , 000 statement run can have two (2) file splits at no charge) • Folding of ' Client' provided bill stuffers $20 . 00 Per M • File search $ 50 .00 Minimum $5 . 00 Per record • Cl]-Rom Archival Cost per page image $0 . 02 Each image indlannvercontract4001 .doc Page 22 of 25 Document last printed 05l181001D:39 A1U1 182 Exhibit " C " Fees & Expenses ( Cont ' d ) Disc duplication $ 100 . 00 Per disc ( at time of creation ) Minimum monthly charge $ 500 . 00 Per month • Microfiche Masters $ 0 . 012 Per frame Copies $ 0 . 003 Per frame Cumulative annual $4 . 50 Per 1000 pages Minimum billing per job $ 20 . 00 Per job indianrivercontract4001 .doc Page 23 of 25 Document last printed 05/18/00 10: 39 AM Exhibit " D " SWORN STATEMENT PURSUANT TO SECTION 287 .133(3) (a) FLORMA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS. F 1 . This sworn statement is submitted to ,_ �_ ;� ,'• . „ n , f ! rte• � , „ f �, i ..�.1-• , F 5 (print name of public entVy) by L - '.'v� . - 4 ; r c' n (print individualls name and title) J for �i,-� y r � ci4 ; AAAC } GC4�ri . njr:__ (print name ofen ry bmitting sworn statement) whose business address is * A& _ o Vul /r ll i J / and (if applicable) its Federal Employer Identification Number (FEIN) is (If the entity has no FEIN, including the Social Security Number of the individual signing this sworn statement L47- 0 :7 ;� 26E l.) 2. I understand that- a "public entity crime" as defined in Faragraph 287•. 133(1 )(g), Florida Statutes, means . a violation of any state or federal law by. a person with respect to and directly related to the transaction of buin us with any public entity or with an agency or political subdivision of any other staie or of the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3 . I understand that " cauvieted" or "conviction" as defined in Paragraph 287. 133 ( 1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1 , 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 4. 1 understand that an " affiliate" as defined in Paragraph 287 . 133( 1)(a), Florida Statutes. means : a. A predecessor or successor of a person convicted of a public entity crime, or b. An entity under the control of any natural person who is convicted.. of a .public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by oneperson of shares constituting a controlling interest in another person, or a pooling of equipment or 'income amAng persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly -enters' into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5 . I understand that a person as defined in Paragraph 287. 133 ( 1 )(e), F1a. Statutes means any natural person or entity organized under the laws of any state or of the United States with the - legal power to enter into a binding contract and whish bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which other- wise transacts or applies to transact business with a public entity. The term "person" includes those officers, direotors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. fndianrivercontmet4001 .doe Page 24 of 25 Document fast printed'05/18100 10:39 AM 184 I ' 6 . Based on information and belief, the statement which I have marked below is true in relation to the ent ty submitting this sworn statement. ( Indicate which statement applies . ) Neither the entity submitting this sworn statement, nor any of its officers . directors , executives , partners . shareholders , employees , members , or agents who are active in the management of the entity , nor any affiliate of e entity has been charged with and convicted of a public entity crime subsequent to July 1 , 1989 . The entity submitting this sworn statement, or one or more of its officers , directors , executives , panne s , shareholders , employees , members , or agents who are active in the management of the entity, or an affiliate oft e entity has been charged with and convicted of a public entity crime subsequent to July 1 , 1989 . The entity submitting this sworn statement, or one or more of its officers , directors , executives , partners , shareholders , employees , members , or agents who are active in the management of the entity, or an affiliate oft e entity has been charged with and convicted of a public entity crime subsequent to July 1 , 1989 . However, there his been a subsequent proceeding before a Hearing Officer of the State of Florida. Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the enti submitting this sworn statement on the convicted vendor list. (Attach a copy of the final order. ) I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FO THE PUBLIC ENTITY IDENTIFIED IN ARTICLE 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTIT ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR WHICH IT IS FILED . I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLI ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUN PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE f 14 THE INFORMATION CONTAINED IN THIS FORM. (Signature) Sworn to and subscribed before me this i day of 1 a_& Personally known t7 o e OR Produced identification Notary Public - State of �l L fr /s /;`/w ly My commission expires (Type of identification ) l f1 I C /� (Printed typed or stamped commissioned name Of notary public . ) Form PUR 7068 (Rev. 06/ 11 /92 ) indianrivercontract4001 .doc Page 25 of 25 Document last printed 05/ 18/00 10: 39 AM