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02/03/1997 AgreementAGREEMENT FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT made and entered into this 3rd day of FEBRUARY, 1997, by and between the SOUTH FLORIDA REGIONAL PLANNING COUNCIL, a body corporate and politic and an agent of the State of Florida, hereinafter referred to as -7 "SFRPC" and MONROE COUNTY, a political subdivision of -Ihe ;State -bf F Arida, hereinafter referred to as "COUNTY ". M 7, WITNESSETH: 0% WHEREAS, the SFRPC was created pursuant to Section 186.501, Florida Stgutes i'j :-7 (1982), as amended, and known as the "Florida Regional Planning Coun it Act' (the "ACT"); and WHEREAS, Section 186.505, Florida Statutes, provides that the SFRPC may enter into contracts to provide, at cost, such services related to its responsibilities as may be requested by local governments within the region and which the SFRPC finds feasible to perform; and WHEREAS, the COUNTY desires to engage professional services, such as meeting planning, organization and facilitation relative to the activities associated with its Workshop; and WHEREAS, the parties hereto have agreed upon a Scope of Services for work to be performed hereunder by the SFRPC and attached hereto and made a part hereof as Exhibit "A"; NOW THEREFORE, in consideration of the promises, the mutual covenants, conditions, provisions and undertakings herein contained, and for other good and valuable considerations, the parties do mutually covenant and agree with each other as follows: ARTICLE I COMPENSATION 1.1 The COUNTY agrees to employ SFRPC as a MEETING PLANNER, ORGANIZER AND FACILITATOR for the dates and times hereinafter referred to, consistent with the terms, conditions and provisions of the Act and other applicable, professional and ethical requirements imposed upon the SFRPC, existing COUNTY Rules, or existing agreements as they may be amended from time to time. 1.2 The COUNTY agrees to pay and to compensate the SFRPC consistent with the terms, conditions and provisions set forth on Exhibit "B", attached hereto and made a specific part hereof. 1.3 The COUNTY shall reimburse the SFRPC for actual expenses incurred that are directly related to the SFRPC's performance under and pursuant to this Agreement, but in no event at rates or in amounts in excess of those rates/charges set forth in Chapter 112, Florida Statutes, as amended from time to time. 1.4 Both the COUNTY and the SFRPC agree that the SFRPC shall at all times act as an independent contractor in the performance of its duties under this Agreement, provided however, that the SFRPC shall represent the COUNTY and identify itself in the performance of its duties set forth on Exhibit "A". In no event, however, shall the SFRPC be considered an employee of the COUNTY. Accordingly, the SFRPC shall be responsible for the payment of all taxes including Federal and State taxes arising out of the SFRPC's activities in accordance with this Agreement including by way of illustration but not limitation, Federal income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fees as may be lawfully required of a consultant performing such services. 2 ARTICLE II TERM AND CANCELLATION 2.1 This Agreement shall commence on the 3rd day of FEBRUARY, 1997 and shall terminate on the 26th day of MARCH, 1997. To the extent that the SFRPC has been directed by the COUNTY to perform services hereunder, prior to the execution hereof by the COUNTY, then, in that event, Exhibit "B" shall reflect such total compensation as may be earned and payable to the SFRPC in accordance with Exhibit "B" 2.2 It is anticipated that the SFRPC shall fulfill its obligations under this Agreement with concentrations of professional time which may vary from day to day, or week to week. 2.3 Either party may cancel this Agreement on not less than fifteen (15) days notice to the other party in writing, by certified mail, personal delivery or facsimile transfer. ARTICLE III GENERAL PROVISIONS 3.1 It is understood and agreed that this document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and that the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. 3.2 It is further agreed that no modification, amendment or alteration of the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and with equal dignity herewith. K 3.3 This document shall be executed in at least three (3) counterparts each of which shall be deemed to be a duplicate original. 3.4 The Agreement is executed and is to be performed in the State of Florida, and shall be governed by and construed in accordance with the laws of the State of Florida. 3.5 In connection with any litigation arising out of this Agreement, including any administration, trial level, or appellate proceedings, the prevailing party shall be entitled to recover all costs incurred, including a reasonable attorney's fee and paralegal costs. 3.6 If any clause, section or other part or application of this Agreement shall be held by any Court of competent jurisdiction to be unconstitutional or invalid, such unconstitutional or invalid part or application shall be considered as eliminated and so not affecting the validity of the remaining portions or applications remaining in full force and effect. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates of each signature: the SOUTH FLORIDA REGIONAL PLANNING COUNCIL, through its Executive Director, authorized to execute same by SFRPC action on the 3rd day of February,1997. El ATTEST SFRPC: SOUTH FLORIDA REGIONAL PLANNING COUNCIL CAROLY A. DEKLE, EXECUTIVE DIRECTOR Appro as to lega orm: BY:wvllo-r, 8 � 7 S MUEL S. G EN, ESQ. General Couns to SFRPC MONROE COUNTY: JAMES ROBERTS, COUNTY ADMINISTRATOR /4 <6� K T DOWMASS, C RMAN/MAYOR g7 DATE ow ATMR QMW L I MXA1ME Q= e.� C. a,oa„, cumcum APPROVED AS TO FORM AND LEGAL SUFF1 N B i ROBERT N. W DATE '2�..2.,... , EXHIBIT "A" SCOPE OF SERVICES The SOUTH FLORIDA REGIONAL PLANNING COUNCIL (SFRPC) shall assist the MONROE COUNTY in the areas of meeting planning, organization and facilitation for the COUNTY's "LOWER MATECUMBE KEY'S VISION FOR THE FUTURE" WORKSHOP. The workshop will consist of a three hour session in which input will be solicited from local residents and business people of Lower Matecumbe Key to identify the goals and objectives for the future of the KEY. The workshop will be held on WEDNESDAY, FEBRUARY 26, 1997 from 6:30 p.m. to 9:30 p.m. Such assistance and support shall include, the following: • Meeting Planning, Organization and Facilitation: Planning, organization and facilitation of the above noted workshop shall be the responsibility of the SFRPC. The SFRPC shall work in conjunction with the COUNTY to establish the format of the meetings and provide all materials and staff support necessary. • The SFRPC shall produce copy -ready invitations, event packets and agendas. • The COUNTY shall be responsible for the workshop RSVP list, follow-up phone calls and assuring that the SFRPC obtains a copy of the final RSVP list and a copy of the mailing list of all participants. Additionally, the COUNTY shall be responsible for all duplication and mailing of all materials. • The SFRPC shall be responsible for drafting and producing a background report to be included in the pre -read materials for the visioning workshop and prepare a final report of proceedings on or before March 26,1997. • The SFRPC shall prepare press releases and display advertisements. • Facilitation Services: For every 20 persons (up to 60 persons) the SFRPC shall provide one (1) facilitator and one (1) recorder. The maximum number of facilitators/recorders provided by the SFRPC will be three (3) facilitators and three (3) recorders. Lastly, one (1) additional staff person will be provided by the SFRPC and one (1) staff person by the COUNTY to accommodate other needs of the workshop. • The SFRPC will provide facilitation and recording services for up to three smaller breakout participant groups and provide a structured agenda of the major issues of concern to be addressed. The SFRPC will work with the COUNTY staff to formulate agenda questions and other logistical information necessary. • Facilities: The location of the workshop and provision of facilities shall be the responsibility of the COUNTY. The COUNTY shall ensure the facility includes one large general assembly hall and three breakout rooms to accommodate 3 groups of twenty persons (20) each. If the number of participants should exceed 60 persons, it shall be the responsibility of the COUNTY to provide one additional break-out room. • Legal Notice and Advertising: The COUNTY shall be responsible for providing proper public notice of the workshop. • Concessions: Provision of refreshments and similar concessions shall be the responsibility of the COUNTY. The COUNTY shall be responsible for providing one break for the workshop. Any other catering requested shall be the responsibility of the COUNTY. EXHIBIT "B" BUDGET (Budget for a Three Hour Vision Workshop) Workshop conducted for up to 60 persons FACILITATION FEE $4900.00 TRAVEL (Per Diem, Hotel, Mileage) $1000.00 SUPPLIES 100.00 FACILITY RENTAL (Arrangements and financial responsibility handled by the hiring organization). TOTAL COST OF EVENT $6000.00 EXHIBIT "B" COMPENSATION For tasks outlined in Exhibit "A" MONROE COUNTY shall pay the SOUTH FLORIDA REGIONAL PLANNING COUNCIL a fee in the amount of $6000.00. Payment shall be made in two equal installments. The first half shall be paid upon the signing of the Agreement, and the balance shall be paid within thirty days of completion of the scope of work.