Loading...
#23-027-NS (Proplogix LLC DBA Orange Data Systems) Lien Search Service Agreement#23-027-NS This Service Agreement(the"Agreement")is made by and between PROPLOGIX, LLC, d/b/a ORANGE DATA SYSTEMS ("Orange Data"), located at 5901 N. Honore Ave., Ste. 200, Sarasota, FL 34243 and THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, ("COLLIER COUNTY"), located at 4420 Mercantile Avenue, Naples, FL 34104. ORANGE DATA and COLLIER COUNTY may also be referred to in the singular as"Party"and in the Plural as"Parties". RECITALS WHEREAS, COLLIER COUNTY desires to retain ORANGE DATA to perform Lien Search Report and/or Estoppel Request research services to determine the existence of liens and utility-related debts on properties within Collier County as more frilly described herein (generally referred to as the "Services"). WHEREAS, ORANGE DATA desires to provide the Services described herein and agrees to do so under the terms and conditions set forth in this Agreement. NOW,THEREFORE,for good and valuable consideration,the Parties agree as follows: DEFINITIONS Date of execution: Shall mean the date on which this Agreement is signed by the last Party as indicated on the signature page of this Agreement. Days: Shall mean calendar days unless otherwise specified. Section I PROFESSIONAL SERVICES The Patties agree to perform the Services described below in accordance with the specifications,terms,and conditions,including compensation and expenses,as set forth herein. Services:ORANGE DATA shall timely respond to requests for information from third-party organizations, on behalf of COLLIER COUNTY,concerning information on permits,outstanding utility fees or any other debts owed to COLLIER COUNTY for code enforcement, and whether a lien has been filed or not, regarding any such unpaid utility and permit fees or any other debt owed to COLLIER COUNTY. COLLIER COUNTY will automatically provide the necessary file infonnation on permits,utility and other debts owed to COLLIER COUNTY for code enforcement,whether a lien has been filed or not, utility and permit fees and any other debt owed to COLLIER COUNTY by its customers, constituents, or property owners. Section II ASSIGNMENT This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns provided that it may not be assigned by either Party without consent of the other Party and that consent shall not be reasonably withheld.Notwithstanding the foregoing,ORANGE DATA may assign all or any portion of its rights and obligations hereunder to the purchaser of all or substantially all its assets or stock (by merger or otherwise). It is expressly intended and agreed that no third-party beneficiaries are Page I of 8 ORANGE DATA 23-027-NS CAO created by this Agreement, and that the rights and remedies provided herein shall inure only to the benefit of the Parties to this Agreement. Section III PAYMENTS Payment for the Services shall be paid by the requesting third-party organization directly to ORANGE DATA. COLLIER COUNTY is not responsible for payment of the Service Fee. Payment upon ordering is required for all third-party requestors. Any invoice not paid within thirty (30) days shall be deemed past due and subject to interest at 1.5%per month by any third-party requestors.The Parties agree that this late charge is a reasonable estimate of the damage ORANGE DATA will incur if amounts due are not paid on time. COLLIER COUNTY shall bear no responsibility or liability for the payment of any late charge interest assessed to third-party requestors. Fees shall be$25.00 per Lien Search Report can be modified at the discretion of COLLIER COUNTY. The total Service Fee for ORANGE DATA shall be $12.50 per Lien Search Report and/or Estoppel Request generated by ORANGE DATA,plus any interest assessed and actually recovered resulting from the imposition of a late charge. ORANGE DATA will collect the entire $25.00 lien search fee on behalf of COLLIER COUNTY and will retain$12.50 as payment for producing the Lien Search Report or Estoppel Request, and remit the remaining$12.50 to COLLIER COUNTY. Payment shall be remitted to COLLIER COUNTY once a month by the 10ir'of each month for the preceding months Lien Search Report / Estoppel Request purchases. Reconciliation reports must be provided matching payments received by ORANGE DATA in connection with providing the Services to COLLIER COUNTY. Payment shall be made via ACH to an Account provided by COLLIER COUNTY. ORANGE DATA shall keep all records and supporting documentation which concern or relate to the Services provided for a minimum of five(5)years from the date of termination of this Agreement or such longer period as may be required by law,whichever is later. COLLIER COUNTY,or any duly authorized agents or representatives of Owner(including the Collier County Clerk of Court and Comptroller), shall have the right to audit,inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the document retention period noted above; provided, however,such activity shall be conducted only during normal business hours. Section IV LITIGATION Intentionally Omitted. Section V PERFORMANCE WARRANTY AND REMEDY ORANGE DATA warrants that all Services provided hereunder will conform to the requirements reasonably set forth by COLLIER COUNTY and will be performed consistent with generally prevailing professional and industry standards. COLLIER COUNTY must notify ORANGE DATA in writing of any deficiencies under this section within thirty(30)days of discovering the deficiency. Page 2 of 8 ORANGE DATA 23-027-NS CAO Section VI DISCLAIMER AND LIMITATIONS OF LIABILITY With the exception of the express warranties in this Agreement, ORANGE DATA makes NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Section VII INTELLECTUAL PROPERTY All rights to patents, trademarks, copyrights, and trade secrets owned by ORANGE DATA remain the property of ORANGE DATA. ORANGE DATA does not grant COLLIER COUNTY any right or license to any such intellectual property. Section VIII CONFIDENTIALITY ORANGE DATA shall use reasonable efforts to keep confidential all data and information which is marked confidential and furnished to ORANGE DATA by COLLIER COUNTY under this Agreement, Confidentiality of all records is subject to the Florida Public Records Act, Chapter 119, Florida Statutes, and any other relevant State and federal statutes. Section IX INDEMNIFICATION To the maximum extent permitted by Florida law, ORANGE DATA shall, indemnify and hold harmless COLLIER COUNTY for all losses due to errors committed by ORANGE DATA that are transmitted to third-parties provided that ORANGE DATA received accurate information from COLLIER COUNTY to create such reports. The foregoing indemnification shall be limited to direct monetary damages, not to exceed the amount of professional liability/errors and omissions insurance coverage maintained by ORANGE DATA and applicable to such loss. To the extent allowed by law, and without waiving or extending any rights that COLLIER COUNTY has to limit its liability under Section 768.28,Florida Statutes,COLLIER COUNTY will indemnify ORANGE DATA for any losses due to incorrect, incomplete, inaccurate, or untimely information provided by COLLIER COUNTY to ORANGE DATA. Section X FORCE MAJEURE Notwithstanding anything to the contrary contained herein, if ORANGE DATA is obstructed or delayed at any time in the delivery or performance of Services contemplated herein as a result of unforeseeable causes beyond the control of ORANGE DATA, and not due to its fault or neglect, including but not restricted to acts of nature ("force majeure"), or of the public enemy, acts of government, fires, floods by weather conditions not reasonably anticipated, epidemics, quarantine regulations, strikes or lockouts, by unavoidable casualties,or by any act of COLLIER COUNTY or a third party,or by any other cause beyond ORANGE DATA's control, then ORANGE DATA is excused from any such failure to timely perform, provided that the delay would not have occurred but for the act or force majeure In the event that either party is rendered unable, either wholly or in part, to carry out its obligations under this Agreement due to an act or force majeure as described hereinabove,then the party affected by such act or force majeure shall Page 3 of 8 ORANGE DATA 23-027-NS give written notice with clear explanation to the other party within five(5)business days of the discovery of the actor or force majeure. Following such notice, the obligations of the party giving notice shall be suspended only during the continuance of the act or force majeure, provided good faith due diligence is demonstrated in seeking a remedy to the cause. Section XI ENTIRE AGREEMNT Each of the Parties hereto agrees and represents that this Agreement comprises the full and entire agreement between the parties affecting the Services contemplated, and no other agreement or understanding of any nature concerning the same has been entered into or will be recognized, and that all negotiations, acts, or work performed prior to the execution hereof shall be deemed merged in,integrated and superseded by this Agreement. Section XII DELIVERY OF COMMUNICATIONS All notices and other communications required by this Agreement shall be writing and shall be delivered either by personal delivery, by mail, or e-mail. If delivered by mail, notices shall be sent by Express Mail or by certified or registered mail, return receipt requested, with postage and charges prepaid. Electronic mail is an acceptable means of communication and all e-mail communications shall be sent to the e-mail addresses below. All notices and other written communications under this Agreement shall be addressed as indicated below, or as specified by subsequent written notice delivered by the Party whose address has changed. Collier County Board of County Commissioners,FL do Utility Billing&Customer Service 4420 MERCANTILE AVE NAPLES,FL 34104 Attn: ANNIA MACHIN, MANAGER Phone:239-252-8744 Email:anniam.machin a colliercountyf gov Proplogix,LLC d/b/a Orange Data Systems 5901 N. Honore Ave., Ste 200 Sarasota,FL 34243 ATTN: Legal Department Email: legal�,a7proplogix,com Operational and regular course of dealings communications should be directed to David Harrington (david@orangedata.com). Section XIII DISPUTE RESOLUTION Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the Parties shall make a good faith effort to resolve any such disputes by negotiation, The negotiation shall be attended by representatives of ORANGE DATA with full decision-making authority and by COLLIER COUNTY's staff person who would make the presentation of any settlement reached Page 4 of 8 ORANGE DATA 23-027-NS CAO during negotiations to COLLIER COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement,the Parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of ORANGE DATA with full decision-making authority and by COLLIER COUNTY's staff person or designee who would make the presentation of any settlement reached at mediation to COLLIER COUNTY's Board for approval. Should either Party fail to submit to mediation as required hereunder, the other Party may obtain a court order requiring mediation under Section 44.102, Fla. Stat. Section XIV GOVERNING LAW &JURISDICTION This Agreement shall be governed in accordance with the laws of the State of Florida. Any suit or action brought by either Party to this Agreement against the other Party relating to or arising out of this Agreement must be brought in the appropriate federal or State courts in and for Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. Section XV ATTORNEY'S FEES AND COSTS The prevailing Party shall have the right to collect from the other Party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Agreement, including appellate fees, if any. Section XVI INSURANCE ORANGE DATA shall provide insurance as follows: a) Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers'Liability with a minimum limit of$100,000 for each accident. b) Professional Liability: Shall be maintained by ORANGE DATA to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Such insurance shall have limits of not less than $1,000,000 each claim and aggregate. c) Cyber Liability: $1,000.000,Per Occurrence. Section XVII TERM OF AGREEMENT This Agreement is effective from the date of execution for a period of five(5) years unless terminated by the Parties as allowable hereunder per Section XVIII of this Agreement. Page 5 of 8 ORANGE DATA 23-027-NS CAO Section XVIII TERMINATION a) Termination for Convenience: COLLIER COUNTY shall have the right to terminate this Agreement without cause upon thirty (30) calendar days written notice to ORANGE DATA. ORANGE DATA shall have the right to terminate this Agreement without cause upon ninety(90) days written notice to COLLIER COUNTY. In the event of any termination for convenience, ORANGE DATA'S recovery against COLLIER COUNTY shall be limited to that portion of the Agreement amount actually earned through the date of termination,but ORANGE DATA shall not be entitled to any other or further recovery against COLLIER COUNTY, including,but not limited to,damages or any anticipated profit on portions of the Services not performed. b) Termination for Cause: This Agreement may be terminated by written notice by either Party for material breach of this Agreement, provided the terminating Party has given the breaching Party at least fifteen(15)days written notice of,and opportunity to cure such breach.Termination for breach does not constitute waiver of any other rights or remedies that non-breaching Party may have for breach of this Agreement. Section XIX MISCELLANEOUS a) The captions of each paragraph of this Agreement are inserted solely for convenience and are not to be constructed as part of this Agreement. b) If any provision in this Agreement is determined by a competent authority to be unenforceable,all other provisions of this Agreement shall continue in full force and effect.Similarly,if any provision is determined to be unenforceable due to terms exceeding that which is allowable under the law, that provision shall be enforced to the fullest extent allowable under the law. c) The failure of either Party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement,or the waiver of any breach of any of the terms and conditions of this Agreement,shall not be constructed as waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no forbearance or waiver occurred. d) ORANGE DATA is an independent contractor, and neither ORANGE DATA nor ORANGE DATA's personnel shall be deemed employees of COLLIER COUNTY.Nothing in this Agreement is intended to constitute a partnership,joint venture, employment, agency, or any other similar relationship by or between the Parties. e) This Agreement was drafted and negotiated with the participation of both Parties. This Agreement shall not be construed with prejudice against the drafter. f) The rights and obligations of the Parties which by their nature must survive termination or expiration of this Agreement in order to achieve their fundamental purpose shall survive any termination or expiration of this Agreement. g) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Digital or electronic signatures shall have the same force and effect as an original. Page 6 of 8 ORANGE DATA 23-027-NS cAo NOW THEREFORE,the Parties to this Agreement have caused it to be executed on the date indicated below. ATTEST: Crystal K. Kinzel, Clerk of Circuit Court BOARD OF COUNTY COMMISSIONERS and Comptro, •f , COLLIER COUNTY,FLORIDA (---j4L.......... BY fl ' By: - ,` .t •�.f • Rick LoCastro,Chairman Dated: ▪ ken , A.,f ,1 . .. (SEAL) " est as to.Cfia man's ilk! stgnat<ut °6nly Appr as to Form and egality: f g taw 1.„....._ Scott R.Teach,Deputy County Attorney Page7of8 0,Or ORANGE DATA 23-027-NS 0 Orange Data's Witnesses: CONTRACTOR: PROPLOGIX, LLC, d/b/a ORANGE DATA ������ SYSTEMS("Orange Data") nst Witness By: l -' AY ,-".;e 1i//e, * Signature tTy int witness namet Iawani '14 CCo 1 tType/print signature and aver Seco ttness ,f 3/42.0.73 YP tT a/print witness namet Date Page 8 of 8 ORANGE DATA 23-027-NS CAO