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08/16/1996 ContractCONSULTING CONTRACT THIS CONTRACT is entered into by Monroe County, a political subdivision of the State of Florida, Public Service Building, 5100 College Road, Stock Island, Key West, FL 33040, hereinafter the County, and Robert F. Reyes and W. Douglas Moody, Jr., of the law firm of Bateman Graham, P.A. of 300 E. Park Avenue, Tallahassee, FL, hereinafter the Consultant. 1. The Consultant represents that it is professionally qualified to provide services for representation of Monroe County before state and federal bodies, specifically including agencies and tribunals which are part of the state or feder4,1 gove;?nmerlt. 2. Compensation shall be at the prescribed and-apprcFed rate r N for attorneys of $150.00 per hour, when authorized by thQ'County Administrator or County Attorney. co is = - 3. If the County, in its discretion, fails to app?opri-Ate funds for this contract, the County must immediately notify the Consultant in writing. The Consultant must cease performing all services upon receipt of the County's nonappropriation letter. The Consultant must also turn over to the County any work product generated for the County pursuant to this contract, whether complete or not. The County must then pay the Consultant the hourly fees due at the time the Consultant received the nonappropriation notice. 4. The Consultant warrants that all services performed at the direction of the County Administrator or the County Attorney will be carried out in a competent and professional manner. Further, the Consultant must, without additional compensation, promptly correct any errors, omissions, deficiencies or conflicts in any work product created pursuant to this contract. 5. The Consultant warrants that any work product created under this contract does not infringe upon or violates the patent, copyright or trademark of any third person. If a claim of infringement or violation is made by a third person against the County, the County must notify the Consultant within 10 business days of the date the County received the claim. The Consultant must then indemnify and defend the County against the third party's claim bearing all costs, fees, and expenses of the defense. The County's failure to timely notify the Consultant is a waiver of this warranty. 6. All data and documents produced or obtained in the course of carrying out any work requested by the County Administrator or the County Attorney are - and will remain - the property of the County, and must be delivered to the County Administrator or County Attorney before the County may make the final payment to the Consultant for the work requested. The Consultant may retain copies of the documents and data delivered to the County, but the copies must be prepared at the Consultant's expense. 7. The Consultant may only use qualified personnel to perform the services required of it under the contract. At the time of the execution of this contract, the parties expect that the following individuals will perform those services: 2 A. Robert F. Reyes B. W. Douglas Moody, Jr. C. Any other person approved by the County Administrator or the County Attorney. If any of these individuals leave the Consultant's employ, he or she must be promptly replaced with a similarly qualified individual. The replacement individual is also subject to the approval of the County Administrator, whose approval will not be unreasonably withheld. 8. The Consultant may not assign or subcontract its obligations under this contract without the written consent of the County. 9. Records of the Consultant's direct personnel payroll and reimbursable expenses pertaining to the project and project tasks and records of the accounts between the County and the Consultant must be kept on a generally recognized accounting basis and must be available to the County or its authorized representative during normal business hours. The Consultant must keep the records for three years following the project. 10. The Consultant is an independent contractor. Nothing in this contract may create a contractual relationship with, or any rights in favor of, any third party including subcontractors or materialmen of the Consultant. The Consultant's use of a subcontractor or subcontractors to perform any service or to create any work product will not in any way relieve the Consultant of its obligations under this contract, even though the subcontractor was approved by the County. 3 11. The Consultant acknowledges that all records, data, and documents created as part of the project are public records under Chapter 119, Florida Statutes. As a result, they must be made available at a reasonable place and time upon the request of a member of the public. Failure to do so is a breach of this contract entitling the County to treat the contract as terminated on the date of the violation of Chapter 110, Florida Statutes, with the County's obligation to pay extending only to work completed as of that date. 12. Either party may terminate this contract because of the failure of the other party to perform its obligations under the contract. If the County terminates this contract because of the Consultant's failure to perform, then the County must pay the Consultant the hourly fees due for all services performed and work product satisfactorily completed (as determined by the County Administrator or the County Attorney) up to the date of the Consultant's failure to perform but minus any damages, both direct and consequential, the County suffered as a result of the Consultant's failure. The damage amount must be reduced by the amount saved by the County as a result of the contract termination. The Consultant is liable for any additional amount necessary to compensate the County if the amount due the Consultant is insufficient to compensate the County for the damage is suffered. 13. This contract has been carefully reviewed by both the Consultant and the County. Therefore, this contract is not to be strictly construed against any party on the basis of authorship. 4 14. This contract represents the parties' final and mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This contract cannot be modified or replaced except by another signed contract. 15. Nothing in this contract should be read as modifying the applicable statute of limitations. The waiver of the breach of any obligation of this contract does not waive another breach of that or any other obligation. 16. The Consultant warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. 17. This contract is governed by the laws of the State of Florida. Venue for any litigation arising under this contract must be in Monroe County, Florida. 18. The Consultant agrees that it will not unlawfully discriminate against any of its employees or applicants for employment because of their race, color, religion, sex, national origin or disability. The Consultant must insert a provision 5 similar to this paragraph in any subcontracts awarded under this contract except those for the purchase of commercial supplies and raw materials. 19. All communication between the parties should be through the following individuals: Monroe County Jim Roberts, County Administrator Public Service Building 5100 College Road, Stock Island Key West, FL 33040 (305) 294-4641 James T. Hendrick, County Attorney 310 Fleming Street, Room 28 Key West, Florida 33040 (305) 292-3470 Consultant: Mr. Robert F. Reyes Governmental Consultant Mr. W. Douglas Moody, Jr., Esquire Bateman Graham, P.A. 300 East Park Avenue Tallahassee, Florida 32301 (904) 224-2677 20. This contract takes effect on the date of the signature arty to sign. L. KOLHAGE, CLERK Date $ it, 96 (CORPORATE SEAL) By Date Secretary APPROVED AS TO FORIvt A LEGAL UFFI BY ROB RT N. Fk DATE _ , 91 6 BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By -jLd4 Mayor/Ch irman BATEMAN -GMHAM.z'7.A. Bpr R.F. s ove mental Consu tan By W. Do s Moody, Jr.,Esq.