Loading...
Item H2 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: September 16, 2009 Division: Growth Management Bulk Item: Yes 1L- No - Department: Staff Contact PersonlPhone #: Andrew Trivette Ext. # 2517 AGENDA ITEM WORDING: Approval of Third Amendment to the Agreement with Greenberg Traurig P .A. for the consulting services of Kenneth Metcalf, extending the contract expiration date, and increasing the amount payable by $25,000.00 to an amount not to exceed $61,000.00. ITEM BACKGROUND: This amendment will extend the existing agreement for the continued services of Mr. Metcalf in reviewing and verifying the Hurricane Model Update to identify and implement the current and future permitting capacity for all types of housing and to assist in negotiations and discussions with the Department of Community Affairs on this issue. Monroe County began contracting the services of Greenberg Traurig P .A. in 2006. The total amount paid for services rendered to date is approximately $32,000.00. This action will allow for an additional expenditure of $25,000.00, extending the maximum amount payable under this contract to $61,000.00 PREVIOUS RELEVANT BOCC ACTION: July 16, 2006 - BOCC approved agreement with Greenberg Traurig July 19,2007 - BOCC approved Amendment No.1 to the agreement June 18,2008 - BOCC approved Amendment No.2 to the agreement changing scope of work and making total compensation $36,00.00. CONTRACT/AGREEMENT CHANGES: Extend expiration date and increase contract amount. STAFF RECOMMENDATIONS: Approval TOTAL COST: 61,000 Incl. $25K being requested INDIRECT COST:_ BUDGETED:Yes -X.No_ DIFFERENTIAL OF LOCAL PREFERENCE: COST TO COUNTY: $61,000 SOURCE OF FUNDS: 148-50001-530318 REVENUE PRODUCING: Yes - No x AMOUNT PER MONTH_ Year - APPROVED BY: County Atty -L OMB/Purchasing -LRisk Management _x_ DOCUMENTATION: Included x Not Required_ DISPOSITION: AGENDA ITEM # Revised 7/09 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Greenberg Traurig P.A. Contract #_ Effective Date: July 18, 2006 Expiration Date: July 19, 2010 Contract Purpose/Description: Amendment No.3 extending the agreement and increasing amount of contract by an additional $25,000.00 Contract Manager: Susan Grimsley 2517 GMD (Name) (Ext. ) (Department/Stop #) for BOCC meeting on 9/16/09 Agenda Deadline: 9/01109 CONTRACT COSTS Total Dollar Value of Contract: $ 61,000.00 Current Year Portion: $ Budgeted? Y es~ NoD Account Codes: 148-50001-530-318-_ Grant: $ - - - - ----- County Match: $ N/A - - - - ----- - - - - ----- ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date Out ~ate In Needed Reviewer Division Director '1. I /.~ YesONo~ _ ~ 9//~9 Y BY; /fjl Risk Mana~ment YeSONrd 0\- -. .. {Y ~ ~'C\ ~Dq YeSDNoLtl~ O.M.B./Pu chasing County Attorney ?~~ YesD No~ ~*~.t-j 'gj(;o:} C) Comments: OMB Form Revised 2/27/01 Mep #2 THIRD AMENDMENT TO AGREEMENT FOR SERVICES for GREENBERG TRAURIG, P.A. This Third Amendment (Amendment) is made and entered into this _day of , 2009 to the Agreement dated July 19, 2006 (Agreement) between Greenberg Traurig, P.A. (Firm) , 101 East College Avenue, Tallahassee, Florida 32302 and Monroe County, a political subdivision of the State of Florida (County), 1100 Simonton Street, Key West, Florida 33040. WITNESSETH: WHEREAS, County and Firm desire to continue the services as described in the Second Amendment to Agreement dated the 18th day of June, 2008; and WHEREAS, the Agreement has an expiration date of July 19, 2009; and WHEREAS, the parties desire to extend the Agreement for an additional year which may necessitate additional payment; NOW, THEREFORE, the parties agree as follows: 1. Paragraph 4 shall be amended as follows: 4. PAYMENTS TO FIRM * * * * D. Fees and expenses shall not exceed an additional Twenty-five Thousand Dollars ($25,000.00) for a total expenditure of $61,000.00 under the Agreement regardless of the date of service under previous amendments. In the event this sum is not sufficient due to the services to be provided, the contract may be amended. It is anticipated that the parties will further define the specific activities listed in the scope of work by task order in letter or e-mail format. Services provided by Mr. Bouthillier shall be limited to general supervision of contract implementation pursuant to paragraph 14 and shall not exceed $500.00 per task order. 2. Paragraph 5. shall be amended as follows: 5. TERM OF AGREEMENT This Amendment is effective retroactive to July 20, 2009, for a period ending June 19, 2010, to prevent any lapse in services or payment, unless terminated earlier under paragraph 18 of the Agreement or upon payment of the total compensation, whichever occurs first. 3. The remaining terms of the Agreement entered into on July 18, 2006 and First Amendment to Agreement dated July 18, 2007 and Second Amendment to Agreement dated June 18,2008 , not inconsistent herewith, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Third Amendment. ATTEST: BOARD OF COUNTY COMMISSIONERS DANNYL.KOLHAGE,CLERK OF MONROE COUNTY, FLORIDA Deputy Clerk Mayor George R. Neugent GREENBERG TRAURIG, P.A. Reginald L. Bouthillier, Jr. Title: Date: MeNRGE GGUNlY AtTORNEY APPRO. 0 A FORM:~ , 3(lS.:'923C:~6 MONROE COUNTY AT r ~ 0337 32 pin 07-17-2006 2/13 . AGREEMElfT FOR SERVICES For GREENBERG TRAURIG, P.A. THIS AGREEMENT made and entered into this li~ day of July, 2006, by and between MONROE COUN1Y, a political subdivision of the State of Florida ("COUNTY"), whose address is 1100 Simonton Street, Key West, Florida 33040 and Greenberg Traurig, P.A., whose address is 101 East College Avenue, Tallahassee, Florida 32302, its successors and assigns, hereinafter referred to as "FIRM". The contract services shall be performed by Kenneth Metcalf, AICP, Director of Planning Services for FIRM, except for legal services described herein. WITNESSETH: WHEREAS, COUNTY desires to employ the professional services of FIRM to assist COUNTY; and WHEREAS, FIRM has agreed to provide professional services as defmed in the Scope of Work below. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and FIRM agree as follows: 1. THE AGREEMENT The Agreement consists of this document only. Any other Agreements between the parties separate are independent agreements and shall be read, interpreted and enforced as separated independent agreements. 2. SCOPE OF THE WORK The FIRM shall assist COUNTY by providing professional services, to review the Hurricane Evacuation Model in order to identify and implement potential refinements that would increase the current and future permitting capacity for affordable housing; to negotiate with the Department of Community Affairs on this issue; and support the planning efforts of the Affordable Housing Task Force to encourage development of affordable housing in the Florida Keys This Agreement is limited to planning services, except for the limited legal services described herein. 1 :W5J92::l5j6 MONROE COUNTY A TT 03 :37 59 p In 0717.2006 3/13 3. REPRESENTATIONS AND WARRANTIES FIRM warrants that he is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in this Agreement. A. FIRM shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. B. FIRM shall maintain all necessary licenses, permits or other authorizations necessary to act as FIRM for the Project until the FIRM'S duties hereunder have been fully satisfied; C. FIRM assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. D. FIRM shall provide services using the following standards, as a minimum requirement, FIRM shall maintain adequate staffing levels to provide the services required under the Agreement, FIRM personnel shall not be employees of or have any contractual relationship with the COUNTY, and all personnel engaged in performing services under this Agreement shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. E. FIRM'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the work. F. FIRM is an independent contractor under this Agreement. In providing the services, FIRM and its agents shall not be acting and shall not be deemed as acting as officers, employees, or agents of the COUNTY, nor shall they aCCIUe any of the rights or benefits of a COUNTY employee. 4. PAYMENTS TO FIRM A. COUNTY'S performance and obligation to pay under this agreement, is contingent upon annual appropriation by the Board of COUNTY Commissioners. B. COUNTY shall pay in accordance with the Florida Prompt Payment Act; payment will be made periodically, but no more frequently than monthly~ in arrears as hereinafter set forth. C. FIRM shall submit detailed, itemized invoices to the COUNTY with supporting documentation acceptable to the Clerk based on generally accepted accounting principles and such laws, rules and regulations as may govem the Clerk's disbursal of funds. D. The pricing for the different types of work shall be as follows: 1) the total contract amount of this Agreement including all fees and expenses is 1WENTY THOUSAND DOLLARS AND NO/cents ($20,000.00); however, both parties agree that this contract amount may not be sufficient to complete the scope of work, depending on the number of requested meetings, extent of negotiations required and other activities 2 305?Q23)16 MONROE COUNTY A TT 033835 pm 07 ~ 17 ~)006 4/13 deemed by the parties as necessary or appropriate to support the efforts of the task force to promote affordable housing. It is anticipated that the parties will further defme the specific activities listed in the scope of work in order to further refme future contract amounts if the contact amount allocated in this agreement is reached. Services provided by Mr. Bouthillier shall be limited to general supervision of contract implementation pursuant to Paragraph 14 and shall not exceed $500.00 2) FIRM will be paid for his or her services based on the number of hours expended on behalf of COUN'lY (rounded to the nearest tenth hour for each time entry), not to include time billable to or compensated by other clients, multiplied by the FIRM'S hourly rate as set forth below: Kenneth B. Metcalf $220.00 per hour ~ 31~o~ Reginald L. Bouthillier, Jr., Esq. $ . per hour 3) The following minimum billing documentation and time- keeper requirements are a condition precedent to payment by the COUNTY. At a minimum the invoices shall state the name of the timekeeper, a description of the task performed, the amount of time expended by each time-keeper daily (and, within each day, broken down by task where more than one project or task was worked upon within the same day). In a summary at the beginning or end of the bill, provide the hourly rate for each time-keeper, the total time billed by each time-keeper in that bill, the product of the total time and hourly rate for each time-keeper, the total fees charged, and a reconciliation between the amount charged and any applicable estimated or budgeted amount, by task. In addition, each monthly statement should show the aggregate billing for that matter from the commencement of the matter through the currently-billed month. FIRM shall describe within each itemized daily task entty, in sufficient detail to readily allow the COUNTY to determine the necessity for and reasonableness of the time expended, the services performed, the project or task each service relates to, the subject and purpose of each service, and the names of others who were present or communicated with in the course of performing the service. FIRM will bill COUN1Y only for time reasonably and necessarily incurred to render professional services on COUNTY'S behalf in accordance with this Ag.r eement. Time attributable to billing questions is not billable. Time expended by time-keepers who have not been approved by COUNTY as indicated above is also not billable. FIRM will charge no more than the hourly rate quoted above throughout the duration of the Agreement, unless otherwise agreed upon and approved by the Board of COUNTY Commissioners. The rates FIRM will charge COUNTY represent the lowest rates charged by the same time- keepers to other clients. In the event that lower rates or discounts are 3 3052923516 MONROE COUNTY A TT 03 39 1 3 P III 07 -17 .2006 5/13 provided to other clients, FIRM and approved time-keepers will also provide them on the same basis to COUNtY. To the extent the FIRM - makes use of existing work product, e.g., in the fonn of research previously performed for another client, then FIRM may bill only that time expended in using that work product for COUNTY. In other words, no premium, markup, or other adjustment may be made to bill COUmY for time spent on work already performed. 4) FIRM will charge expenses such as travel, per diem, meals, mileage, hotel, or airfare shall be paid according to Fl. Statute 112.321 and according to Chapter 2 Administration, Article XXVI of the Monroe COUNTY Ordinances, however, time spent in transit, locally or otherwise, may be billed only if FIRM or time-keeper is unable to avoid traveling by using other forms of communication. Travel by more than one time-keeper at the same time to the same destination is not allowed without prior approval from COUN1Y. Approved travel time will be billed at the hourly rate listed for the time-keeper. Actual cost for necessary long distance telephone calls, telecopying at $.25 per outgoing page, overnight or expedited delivery, couriers, photocopying at $.15 per page, postage, court fees, and other expenses approved in advance by COUNIY or as listed below: FIRM is expected to avoid using expedited or emergency services, such as express delivery services, couriers, telecopying, overtime, and so on, unless necessary because of unexpected developments or extremely short deadlines. COUNTY may refuse to pay for any such expenses when incurred routinely or because of FIRM'S failure to manage the matter efficiently. FIRM is expected to use computerized research services cost- effectively to reduce time spent on research, for example, while c1osely- monitoring computerized research to insure that the charges are reasonable and necessary. FIRM is expected to pass through to COUN1Y any discounts or other arrangements that reduce the cost of computerized services. 5. TERM OF AGREEMENT This Agreement commences on the date of the execution by all parties, and ends on the 19th day of July, 2007, unless terminated earlier under paragraph 18 of this Agreement or upon payment of the total compensation whichever comes first. 6. FIRM'S ACCEPTANCE OF CONDITIONS FIRM has, and shall maintain throughout the term of this Agreement, appropriate licenses; proof of such licenses and approvals shall be submitted to the COUNTY upon request. 7. PUBLIC ACCESS COUNTY and FIRM shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its 4 J057923b16 MONROE COUNTY A TT 0339 49p m 07.17 .2006 6/13 possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by COUNTY and FIRM in conjunction with this Agreement; and COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by FIRM. 8. LIMITED INDEMNITY FIRM agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any claims, losses, damages, and expenses that County has that are caused by FIRM'S negligence. 9. INSURANCE Prior to execution of this agreement, FIRM shall furnish the COUNTY Certificates of Insurance indicating the minimum coverage limitations in the following amounts: WORKERS COMPENSATION AND EMPWYER'S LIABILITY INSURANCE: Where applicable, coverage to apply for all employees at a minimum statutory limits as required by Florida Law. COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE: Hired and non-owned auto 1iabUity insurance, including applicable no-fault coverage, with limits of liability of not less than $300,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage shall include all owned vehicles, all non- owned vehicles, and all hired vehicles. COMMERCIAL GENERAL LIABILITY: Commercial general liability coverage with limits of liability of not less than $300,000.00 per occurrence combined single limit for Bodily lnjwy Liability and Property Damage Liability. PROFESSIONAL LIABILTIY: Professional liability insurance for negligence in an amount not less that $500,000.00. CERTIFICATES OF INSURANCE: Original Certificates of Insurance shall be provided to the COUNTY at the time of execution of this Agreement and certified copies provided if requested. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the COUNTY before any policy or coverage is canceled or restricted. The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the COUNTY Administrator, the insurance coverage shall be primary insurance with respect to the COUNTY, its officials, employees, agents and volunteers. 5 305;'>923516 MONROE COUNTY A TT 03.4020 pIn 07 17-2006 7/13 10. NON-WAIVER OF IMMUNITI Nothing in this Agreement is intended to act as a waiver of the provisions of Sec. 286.28, Florida Statutes, and COUNTY specifically does not agree to a waiver in any form, including but not limited to the participation of COUNTY and FIRM in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage which shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any Agreement entered into by COUNTY be required to contain any provision Jor waiver. II. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement FIRM is an independent contractor and not an employee of the Board of COUNTY Commissioners of Monroe COUNTY. No statement contained in this agreement shall be construed so as to fmd FIRM or any of his employees, subcontractors, servants, or agents to be employees of the Board of eOUN1Y Commissioners of Monroe COUNTY. 12. NONDISCRIMINATION COUNTY and FIRM agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred. this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. COUNTY and FIRM agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88- 352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 use ss. 1681- 1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 use ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92- 255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 uSC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing;. 9) The Americans with 6 . .--- 3052923516 MONROE COUNTY A TT 03 40 58 P m 07 17-2006 8/13 Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to COUNTI and FIRM to, or the subject matter of, this Agreement 13. ASSIGNMENT I SUBCONTRACT FIRM shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the Board. 14. COMPUANCE WITH LAW AND LICENSE REQUIREMMENTS In providing all serviC';esjgoods pursuant to this agreement, FIRM shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this Agreement immediately upon delivery of written notice of termination to FIRM. FIRM shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 15. DISCLOSURE AND CONFLICT OF INTEREST GREENBERG TRAURlG, P.A. is large, national law firm with clients throughout Florida involving a wide variety of matters. As such, we may represent existing or future clients with matters adverse to the County. Therefore, we have included the following conflict waiver to address any conflicts that arise out of existing or future representations. It is understood that GREENBERG TRAURIG, P.A. may represent other present or future clients in matters adverse to Monroe County in legal or other proceedings, other than the matter that is the subject of this letter or a matter substantively related. thereto. Except as described above, we will at all times adhere to all applicable guidelines and provisions of the Code of Professional Responsibility. The FIRM shall immediately notify the County in writing if it discovers any potential ethical impediment in executing the services described herein. The FIRM reserves the right to terminate this contract in that event to resolve the impediment and shall not be precluded from representing current or future clients that may be related to the identified impediment. 7 . >". ,~~.~.- :-Hl52923616 MONROE COUNTY A TT 034140 pnl 07-17.)006 9 f13 Upon execution of this Agreement, and thereafter as changes may require, FIRM shall notify the COUNTY of any fmandaI interest it may have in any programs in Monroe COUNTY which may be substantively related to the Scope of Work. COUNTY and FIRM warrant that, in respect to itself, it has neither employed nor retained any company or persop, other than a bona fide employee working solely for it, to solidt or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, FIRM agrees that the COUN1Y shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 16. NO PLEDGE OF CREDIT FIRM shall not pledge the COUNTY'S credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. FIRM further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 17. NOTICE REOUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUN1Y: Ty Symroski COUNTY ATIORNEY Marathon Govemment PO Box 1026 Center Key West, FL 33040 Monroe County Growth Management Department 2798 Overseas Highway Marathon, FL 33050 FOR FIRM: Reginald L. Bouthillier, Jr., Esq. Kenneth B. Metcalf, AICP Greenberg Traurig, P.A. 101 East College Avenue Tallahassee, Florida 32302 8 , '.'- ~ '.',. --,.---. 3052923:;.16 MONROE COUNTY A TT 03 42' 12 P m 07-17 .2006 1011 :> 18. TAXES The COUN1Y is exempt from payment of Florida State Sales and Use taxes. FIRM shall not be exempted by virtue of the COUNT'Y'S exemption from paying sales tax to its suppliers for materials used to fulfIll its obligations under this Agreement, nor is F1RM authorized to use the COUN1Y'S Tax Exemption Number in securing such materials. FIRM shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 19. TERMINATION The COUN1Y may terminate this Agreement with or without cause. The COUNTY may terminate this Agreement for cause with seven (7) days notice to FIRM. Cause shall constitute a breach of the obligations of FIRM to perform the obligations enumerated under this Agreement. Either of COUNTY and FIRM hereto may terminate this Agreement without cause by giving the other party sixty (50) days written notipe of its intention to do so. FIRM agrees, if at any time in the future Mr. Metcalf is no longer with the FIRM this Agreement is immediately terminated and the FIRM shall immediately notify the COUNTY. 20. GOVERNING LAW. VENUE. INTERPRETATION. COSTS. AND FEE This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to Agreements made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNTY and FIRM agree that venue wil11ie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 21. MEDIATION The COUNTY and FIRM agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. Mediation proceedings initiated and conducted. pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 22. SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid 9 -- -~- _._~ ---- .n_"______ 30529L35.16 MONROE COUNTY ^ TT 034247 pill 07.17.2006 11 11 3 and shall be enforce~ble to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and FIRM agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 23. FIRM'S FEES AND COSTS COUNTY and FIRM agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable FIRM'S fees and FIRM'S fees, in appellate proceedings. Each party agrees to pay its own court costs, investigative, and out-of-pocket expenses whether it is the prevailing party or not, through all levels of the court system. 24. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and FIRM agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of COUNTY and FIRM. If no resolution can be agreed upon within THIRTY (30) days after the frrst meet and confer sessiont the issue or issues shall be discussed at a public meeting of the Board of COUNTY Commissioners. If the issue or issues are still not resolved to the satisfaction of COUNTY and FIRM, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 25. COOPERATION In the event any administrative or legal proceeding is instituted against COUNTY or FIRM relating to the formation, execution, performance, or breach of this Agreement, COUN1Y and FIRM agree to participate, to the extent required by the other party, in all proceedings, hearings. processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and FIRM specifically agree that Arbitration shall not be entered into under this Agreement. 26. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of COUNTY and FIRM and their respective legal representatives, successors, and assigns. 27. AUTHORITY 10 - --. -. -~ .",-' ~ ~-.~"~---~,--"~:--.;----r- 3052923516 MONROE COUNTY ATT 03 43 20 P m 07-17-2006 1211 :i COUNTY and FIRM represent and warrant to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. ~8. CLAIMS FOR FEDERAL OR STATE AID COUNTY and FIRM agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 29. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territoriallirnits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 30. LEGAL OBLIGATIONS AND RESPONSIBILITIES This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 31. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder. and COUNTY and FIRM agree that neither COUNTY nor FIRM or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 11 . 3052023:\16 MONROE COUNTY A TT 034354 pm 07 17-2006 13/13 33. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe COUN1Y in his or her individual capacity, and no member, officer, agent or employee of Monroe COUNTY shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 34. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of COUNTY and FIRM hereto may execute this Agreement by signing any such counterpart. 35. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. IN WITNESS WHEREOF, COUNTY and FIRM hereto have executed this Agreemeht on the day and date frrst written above in four (4) counterparts, each of which shall, without proof or accounting for th~ other counterparts, be deemed an original Agreement. ANNYL.KOLHAGE,CLERK BOARD OF COUNTY ~' COMMISSIO OF 1.\ Jv MONROE C , FWIDA -, Witnesses: #{, Jjp~ (jf)~3!~ As rson leg8lly authori.zeJl Signature /; It "'-.",,! DATE:Y It' O{, to sign Agreements on behiif )> \- , :::0 :z ;'11 ofGreenber~thrig, P.A. o~z (::> ~f::r~ 'q DATE: ~ I; I, ~?';:: - J 0("1' <J c-:;;>: z::O C': > :1J -< ~. :x :11 -< ~ ::: 9 ':":! :.," :~> c::> r GJ :::) l> Pl <::) -=:1 \D 12 . . . FIRST AMENDMENT TO AGREEMENT FOR SERVICES GREENBERG TRAURIG P.A. Dated July 18, 2006 TIDS ~NDMENT (herein after "Amendment") is made and entered into this Ie; I-i. day of ,2007, to the Agreement ("Agreement") dated July 18,2006 between Greenberg ra g P.A. whose address is 101 East College Avenue, Tallahassee, Florida 32302, and Monroe County, a political subdivision of the State of Florida ("COUNTY"), whose address is 1100 Simonton Street, Key West, Florida 33040. WHEREAS, tbe Agreement dated July 18, 2006 is set to expire on July 19, 2007; and WHEREAS, County and Greenberg Traurig desires to continue the Agreement for another one year term. NOW THEREFORE the parties hereby agree as follows: 1. Paragraph 5 of the Agreement shall be amended to read in its entirety as follows: "5. TERM OF AGREEMENT This Agreement commences on the date of execution by all the parties, and ends on the 19th day of July 2008, unless terminated earlier under paragraph 18 of this Agreement or upon payment of the total compensation whichever comes first." ining terms of the Agreement entered into on July 18, 2006, not shall remain in full force and effect. S WHEREOF, the parties have caused these presents to be executed in s. LHAGE, CLERK d ., r- m Date: CJ -:, 0 ::::.J Witnesses: :r:- :::0 ::&: r~ n ."9 0 Signature Per n egally a to SIgn ;u C) 0 behalf of Greenberg Traurig, P.A: N Print Name ~ e r; /N4-t..-J; L.. If 0 i/ nt-/ct.-j ~ e fA.... DATE: ~~Name ~ Date: 7.1.0'7 MONROE COUNTY ATTORNEY 7/:;~OVEO AS TO ~. ~1!~ 0 ~~ NATlLEENE W. CASSEL ASSISTANT COUNTY ATTORNEY TAL 45141798Ov1 7/2/2007 Date ;1- ~~t!)"7 . . SECONDAMENOMENTTO AGREEMENT FOR SERVICES for GREENBERG TRAURIG, P .A. This Second Amendment (Amendment) is made and entered into this 18th day of Jon@ , 2008 to the Agreement dated July 19, 2006 (Agreement), between Greenberg Traurig, P.A.(Firm) , 101 East College Avenue, Tallahassee, Florida 32302 and Monroe County, a political subdivision of the State of Florida (County), 1100Simonton Street, Key West, Florida 33040. WITNESSETH: WHEREAS, County and Firm desire a more expanded scope of services to be allowed under the terms of the Agreement; and WHEREAS, pursuant to the terms of the First Amendment to the Agreement dated July 18,2007, the Agreement will expire on July 19th, 2008; and WHEREAS, the parties desire to ,extend the Agreement for an additional year which may necessitate additional payment; NOW, THEREFORE, the parties agree as follows: 1. Paragraph 2. Scope of the Work shall read as follows: 2. SCOPE OF THE WORK The Firm shall assist County by providing professional services to review the Hurricane Evacuation Model in order to identify data, demographic, and other potential refinements that would increase the current and future permitting capacity for affordable and other housing, to support the planning efforts for transient and market rate housing and the resulting need for employee and affordable housing, to negotiate with the Department of Community Affairs on these issues, and to assist County with its presentations concerning these issues. This Agreement is limited to planning services, except for the limited legal services described herein. The scope of services is retroactive to May 1. 2008. 2. Paragraph 4. Payments to Firm shall read as follows: 4. PAYMENTS TO FIRM * * * * * D. The pricing for the different types of work shall be as follows: Fees and expenses are limited to Thirty-six Thousand Dollars ($36,000.00) from May 1, 2008 to July 19, 2009. Both parties agree that this contract ~-_,,_,~ C," . . amount may not be sufficient to complete the scope of work, depending on the number of requested meetings. extent of negotiations required and other activities deemed necessary by the parties. In that event, such services may be provided by amending the contract. It is anticipated that the parties will further define the specific activities listed in the scope of work by task order in letter or e-mail format. Services provided by Mr. Bouthillier shall be limited to general supervision of contract implementation pursuant to Paragraph 14 and shall not exceed $500.00 per task order. 3. Paragraph 5. Term of Agreement shall read as follows: 5. TERM OF AGREEMENT This Agreement commences on the date of the execution by all parties, and ends on the 19th of July 2009, unless terminated earlier under paragraph 18 of this Agreement or upon payment of the total compensation whichever comes first. 4. The remaining terms of the Agreement entered into on July 18, 2006, not inconsistent herewjth, shall remain in full force and effect. , ::;-'~'~"..~,>,~.; ,)~~~ereOf' the parties have executed this Second Amendment. A . T: BOARD OF COUNTY COMMISSIONERS DANNYL. KOLHAGE, CLERK OF~1feDA .a,~ Mayor iGennaro Deputy Cle Date: ~II'. pi :r ~ 0 <:::) '.j 0 ~ ;;z: :;::. co , ;0("')2: :r- .-~ c:= " '. ar-~ :.::J :-r; ___ -- <. G") ():' ' - '::-('"1 , U1 - .) :=0- J Cl' :JI: ; '"1 .. . - l, -J .,. - ':> ". .. r ,+;-; N ::7 ;:> ~) - ------.---... -~ . " . THIRD AMENDMENT TO AGREEMENT FOR SERVICES for GREENBERG TRAURIG, P.A. This, -hird Amendment (Amendment) is made and entered into this -,--(fay of - 1;1 . , 2009 to the Agreement dated July 19, 2006 (Agreement) between Greenberg Traurig, P.A. (Firm) , 101 East College Avenue, Tallahassee, Florida 32302 and Monroe County, a political subdivision of the State of Florida (County), 1100 Simonton Street, Key West, Florida 33040. WITNESSETH: WHEREAS, County and Firm desire to continue the services as described in the Second Amendment to Agreement dated the 18th day of June, 2008; and WHEREAS, the Agreement has an expiration date of July 19, 2009; and WHEREAS, the parties desire to extend the Agreement for an additional year which may necessitate additional payment; NOW, THEREFORE, the parties agree as follows: 1. Paragraph 4 shall be amended as follows: 4. PAYMENTS TO FIRM * * * * D. Fees and expenses shall not exceed an additional Twenty-five Thousand Dollars ($25,000.00) for a total expenditure of $61,000.00 under the Agreement regardless of the date of service under previous amendments. In the event this sum is not sufficient due to the services to be provided, the contract may be amended. It is anticipated that the parties will further define the specific activities listed in the scope of work by task order in letter or e-mail format. Services provided by Mr. Bouthillier shall be limited to general supervision of contract implementation pursuant to paragraph 14 and shall not exceed $500.00 per task order. 2. Paragraph 5. shall be amended as follows: 5. TERM OF AGREEMENT This Amendment is effective retroactive to July 20, 2009, for a period ending June 19, 2010, to prevent any lapse in services or payment, unless terminated earlier under paragraph 18 of the Agreement or upon payment of the total compensation, whichever occurs first. I' 3. The remaining terms of the Agreement entered into on July 18, 2006 and First Amendment to Agreement dated July 18, 2007 and Second Amendment to Agreement dated June 18, 2008 , not inconsistent herewith, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Third Amendment. ATTEST: BOARD OF COUNTY COMMISSIONERS DANNYL.KOLHAGE,CLERK OF MONROE COUNTY, FLORIDA Deputy Clerk Title: Date: