01/29/2011 AgreementAGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made as of this 19th day of January, 2011, between
Monroe County Board of County Commissioners ( "COUNTY "), a political subdivision
of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040
and Carr, Riggs, & Ingram LLC ("CRI "/"CON SU LTANT") with principal offices at
2111 Drew Street, Clearwater, FL 33765, for professional and consulting services in
connection with the litigation involving Stand Up for Animals, Inc., (Case No.:CA -K -10-
1050 ( "Litigation ") and investigation of possible misuse of public funds;
WHEREAS, COUNTY desires to retain CONSULTANT to provide professional
services and consulting services related to accounting, auditing and in compliance with
the Statements of Standards for consulting Services of the American Institute of Certified
Public Accountants, which will include but not be limited to an assessment of the
situation and facts identified by the COUNTY, a risk assessment, as well as substantive
and forensic procedures in those and other areas, as deemed appropriate and as needed in
connection with the Litigation; and
WHEREAS, CONSULTANT desires to render these Services as described in
SECTION 1, Scope of Services;
NOW, THEREFORE, COUNTY and CONSULTANT in consideration of the
mutual covenants contained herein, agree as follows:
SECTION I. SCOPE OF SERVICES
CONSULTANT will provide its partner, Charles W. Whetstone, who shall provide
professional services related to the Litigation and investigation regarding misuse of
public funds as directed by the County and in compliance with Statements on Standards
for Consulting Services of the American Institute of Certified Public Accountants, which
will include but not be limited to an assessment of the situation and facts, a fraud risk
assessment, as well as substantive and forensic procedures in those and other areas, as
deemed appropriate. The COUNTY will provide and/or subpoena financial records from
Stand Up for Animals, Inc. (SUFA), the not - for - profit corporation, financial records of
related businesses owned or control by the not - for - profit corporation and personal
financial records as required.
The CONSULTANT understands that the COUNTY may supply certain information and
material that may be protected by attorney /client privilege or work product privilege,
accountant /client privilege and that that CONSULTANT may develop certain
information and material regarding those matters. CONSULTANT understands that the
work perform will be confidential, constitution a portion of the COUNTY's work
product, and is to be regarded as being covered by the accountant - client, attorney- client
and attorney work product privileges. CONSULTANT will take appropriate steps to
segregate all material related to the work performed pursuant to this agreement from
other files in CONSULTANT's office. If request or subpoenas of any information or
material related to this agreement which is in CONSULTANT's custody is sought,
CONSULANT will notify the COUNTY. Should the COUNTY seek protection against
disclosure of information or material, including legal action, the COUNTY will represent
or retain legal counsel regarding the request or subpoena.
It may be necessary for the CONSULTANT to prepare written reports presenting
findings. These reports are to be used only in connection with the matters discussed and
may not be used or published in any other manner without the written consent of the
CONSULTANT. In accordance with Florida's Public Records Law, Chapter 119, certain
records may be subject to disclosure.
SECTION H. COMPENSATION
Compensation for CONSULTANT'S Services under this Agreement shall be as follows:
• Hourly Rates by professional level are as follows:
o Partner: $185
o Senior Associate $110 -$135
o Para - Professional $60
CONSULTANT will be compensated for any time and expense, including fees and
expenses of legal counsel that may be incurred in considering or responding to discovery
request or other request for documents or information, or in participating as a witness or
otherwise in any legal, regulatory or other proceeding, as a result of CONSULTANT's
performance under this agreement.
SECTION III. PAYMENT
Consultant shall be reimbursed for expenses only to the extent and in the amounts
authorized by Section 112.061, Florida Statutes and the Monroe County Code, payment
will be made periodically, but no more frequently than monthly, in arrears. Expenses
shall be submitted by CONSULTANT and authorized by the COUNTY in writing with
backup documentation as required by the Clerk of Court.
The COUNTY'S performance and obligation to pay under this Agreement is contingent
upon an annual appropriation by the Board of County Commissioners and the approval of
the Board members at the time of contract initiation and its duration.
If the CONSULTANT'S duties, obligations and responsibilities are materially changed
by written amendment to this Agreement after execution of this Agreement,
compensation due to the CONSULTANT shall be equitably adjusted, either upward or
downward.
SECTION IV. PERIOD OF SERVICE
This Agreement shall become effective upon signature by all parties and shall continue in
effect until the services are completed or terminated. This Agreement may be terminated
by either party, with or without cause, upon seven days written notice to the other party.
SECTION V. NON - WAIVER OF IMMUNITY AND HOLD HARMLESS
COUNTY and CONSUTLANT acknowledge that COUNTY does not waive immunity
nor does COUNTY agree to hold the Consultant harmless; notwithstanding the
provisions of Sec. 768.28, Florida Statutes, the participation of the CONSULTANT and
the COUNTY in this Agreement and the acquisition of any commercial liability
insurance coverage, self - insurance coverage, or local government liability insurance pool
coverage shall not be deemed a waiver of immunity to the extent of liability coverage,
nor shall any contract entered into by the COUNTY be required to contain any provision
for waiver.
SECTION VI. CONTROLLING LAW
This Agreement is to be governed by the laws of the State of Florida. Venue shall be in
Monroe County.
SECTION VII. SEVERABILITY
If any provision of this Agreement is held invalid or unenforceable, the remaining
provisions shall be valid and binding upon the parties. One or more waivers by either party
of any provision, term or condition shall not be construed by the other party as a waiver of
any subsequent breach of the same provision, term or condition.
SECTION VIM NONDISCRIMINATION
CONSULTANT and COUNTY 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.
CONSULTANT or COUNTY agrees 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 USC 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 USC 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 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) Monroe County Code Chapter 13,
Article VI, which prohibits discrimination on the basis of race, color, sex, religion,
national origin, ancestry, sexual orientation, gender identity or expression, familial status
or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which
may apply to the parties to, or the subject matter of, this Agreement.
SECTION IX. NOTICE
Any notices sent by the parties shall be deemed to have been duly served if delivered in
person to the individuals and addresses listed below, or if delivered or sent by first class
mail, certified, return receipt, or by courier with proof of delivery. All written
correspondence to the COUNTY shall be dated and signed by an authorized
representative of the CONSULTANT. The correspondence shall be directed to:
FOR COUNTY:
Mr. Robert Shillinger
Chief Assistant County Attorney
P.O. Box 1026
Key West, Florida 33041
FOR CONSULTANT:
Mr. Charles W. Whetstone
CARR, RIGGS & INGRAM, LLC
2111 Drew Street
Clearwater, Florida, 33765
SECTION X. NO THIRD PARTY BENEFICIARIES
Nothing contained herein shall create any relationship, contractual or otherwise, with or
any rights in favor of, any third party.
SECTION XI. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure
to the benefit of the COUNTY and CONSULTANT and their respective legal
representatives, successors, and assigns.
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SECTION XH. AUTHORITY
Each party represents and warrants 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.
SECTION XHI. COVENANT OF NO INTEREST
CONSULTANT and COUNTY covenant that neither presently has any interest, and shall
not acquire any interest, which would conflict in any manner or degree with its
performance under this Agreement, and that only interest of each is to perform and
receive benefits as recited in this Agreement.
SECTION XIV. CODE OF ETHICS
COUNTY agrees that officers and employees of the COUNTY recognize and will be
required to comply with the standards of conduct for public officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation
or acceptance of gifts; doing business with one's agency; unauthorized compensation;
misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
SECTION XV. EXECUTION
This Agreement, including any exhibits included herein, constitutes the entire Agreement
between CONSULTANT and COUNTY, and supersedes and controls over all prior written
or oral understandings. This Agreement may be amended, supplemented or modified only
by a written instrument duly executed by the parties.
SECTION XVL ATTESTATION.
Consultant agrees to execute such documents as the County may reasonably require, to
include a Public Entity Crime Statement, an Ethics Statement, Non - Collusion Affidavit
and a Drug Free Workplace Statement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
, wear first written above
L. KOLHAGE, Clerk
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BOARD OF COUNTY COMMISSIONERS
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