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Item Q10Ldrre-G7 1aCG,k_ &_f 0-7T4CCtj4t_ BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: January 19, 2011 Division: COUNTY ATTORNEY' S OFFICE Bulk Item: Yes x No _ Department: Staff Contact Person/Phone #: Derek V. Howard 305-292-3172 AGENDA ITEM WORDING: Approval of Agreement for Expert Witness Services with Terramar Environmental Services, Inc. in connection with regulatory takings cases filed against Monroe County, including: Collins, et. al. v Monroe County v. State of Florida (Circuit Court Case No. CA-M-04-379); Lightner, et. al. v. Monroe County (Circuit Court Case No. 2007-CA-280-k); and Lloyd A. Good v Monroe County Circuit Court Case No. CA-K-01-977("Litigation"). ITEM BACKGROUND: The regulatory takings litigation against Monroe County often relates to properties that are known or suitable habitat for listed species, and involves legal and factual disputes as to the application, impacts, and liability of federal laws and regulations, including those promulgated by the United State Fish & Wildlife Service (USFWS) pursuant to the Endangered Species Act. Philip A. Frank, the principal officer of Terramar Environmental Services, Inc., was previously employed by USFWS and will be analyzing to the extent to which federal environmental laws and regulations burden development of the subject properties. PREVIOUS RELEVANT BOCC ACTION: The Board previously approved a contract with Terramar Environmental Services, Inc. to provide field verification of tier designations, assist with development the GIS layers for threatened and endangered species, and other services related to the County's tier maps. CONTRACT/AGREEMENT CHANGES: None. STAFF RECOMMENDATIONS: Approval TOTAL COST: 6)W"NDIRECT COST: BUDGETED: Yes �No _ DIFFERENTIAL OF LOCAL PREFERENCE: COST TO COUNTY: ti' SOURCE OF FUNDS: 03 /Jr REVENUE PRODUCING: Yes — No AMOUNT PER MONTH Year APPROVED BY: County Atty xO�/Purchasing Risk Management DOCUMENTATION: Included x Not Required DISPOSITION: AGENDA ITEM # I Revised 7/09 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Terramar Environmental Contract # Effective Date: Expiration Date: Contract Purpose/Description: Approval of Agreement for Expert Witness Services with Terramar Environmental Services, Inc. in connection with regulatory takings cases filed against Monroe County, including: Collins, et. al. v. Monroe County v. State of Florida (Circuit Court Case No. CA-M-04-379); Lightner, et. al. v. Monroe County (Circuit Court Case No. 2007-CA- 280-k); and Lloyd A. Good v. Monroe County Circuit Court Case No. CA-K-01- 977 " Liti ation7' . Contract Manager: Derek Howard 305-394- County Attorney's Office 1524 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 1/19/11 Agenda Deadline: 1/19/10 CONTRACT COSTS Total Dollar Value of Contract: $ 25,000 Current Year Portion: $ Budgeted? Yes[ No ❑ Account Codes: ► ` 6 -5(x--6i - 5 3o3�Z5 Grant: $ - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included m dollar value above) (e . maintenance, utilities, janitorial, si CONTRACT REVIEW Changes Date In Needed Division Director Yes❑ No❑ Risk Manage en' 5Yes❑ No� /PurO.M.B.siYes[] No❑ County Attorney / Yes[:] Nola' Comments: Reviewer Date Out AGREEMENT FOR EXPERT WITNESS SERVICES THIS AGREEMENT is made as of this day of , 2011, between Monroe County ("COUNTY"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 and Terramar Environmental Services, Inc. ("CONSULTANT") a Florida corporation, whose address is 1231 Crane Boulevard, Sugarloaf Key, Florida, 33042, for expert witness and consulting services in connection with the regulatory takings cases filed against the County, including but not limited to Collins, et. al. v. Monroe County v. State of Florida (Circuit Court Case No. CA-M-04-379); Lightner, et. al. v. Monroe County (Circuit Court Case No. 2007-CA-280-k); and Lloyd A. Good v. Monroe County (Circuit Court Case No. CA- K-01-977)("Litigation"). WHEREAS, COUNTY desires to engage CONSULTANT to provide expert witness and consulting services in the area of environmental permitting and development feasibility analysis in connection with the Litigation; and WHEREAS, CONSULTANT desires to render these Services as described in SECTION I, 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, by and through its principal officer Philip A. Frank, shall assist the County in preparing for and defending the County in the Litigation. CONSULTANT's services shall include the following as necessary and required: (a) reviewing background documents and other materials relevant to the performance of all duties under this Agreement; (b) performing environmental permitting and development feasibility reports; (c) conducting necessary or required research and analysis; (d) reviewing other environmental permitting, development feasibility, and/or appraisal reports regarding the properties at issue in the Litigation; and (e) preparing for and testifying at any depositions and/or trials of the Litigation. SECTION II. COMPENSATION CONSULTANT shall be paid an hourly rate of ONE HUNDRED TWENTY DOLLARS AND NO/cents ($120.00) for services performed under this Agreement. Compensation for services provided by CONSULTANT shall not exceed Twenty-five Thousand Dollars ($25,000.00). SECTION III. PAYMENT In addition to the Compensation for CONSULTANT'S Services provided for herein, Consultant shall be reimbursed for expenses (including air and ground transportation, meals, and lodging) incurred in connection with travel performed at COUNTY' S request. 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 law 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 VIII. 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 N 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 I I 1112`h Street, Suite 408 Key West, Florida 33040 FOR CONSULTANT: Terramar Environmental Services, Inc. 1231 Crane Boulevard Sugarloaf Key, Florida 33042 3 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. SECTION XII. 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 XIII. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONSULTANT agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. COUNTY and CONSULTANT specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. SECTION XIV. 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 XV. 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. 0 SECTION XVI. 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 XVII. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. (SEAL) Attest: DANNY L. KOLHAGE, Clerk By: Deputy Clerk Date: TERRAMAR ENVIRONMENTAL SERVICES, INC. "CONSULTANT" BY: BOARD OF COUNTY COMISSIONERS OF MONROE COUNTY, FLORIDA By: Mayor/Chairman Date: Witnesses to Consultant NAME: NAME: Date: TITLE: ADDRESS: Date: NAME: Date: 61 BOARD OF COUNTY COMMISSIONERS AGENDA M SUMMARY Meeting Date: January 19, 2011 DiVision:.COUNTY ATTORNEY' S OFFICE Bulk Item: Yes x No Department: Staff Contact Person/Phone ##: Derek V. Howard 305-292-3172 AGENDA ITEM WORDING: Approval of Agreement for Expert witness Services with Terramar Environmental Services, Inc. in connection with regulatory takings cases filed against Monroe County, including: Collins, et. al. v. Monroe County v. State of Florida (Circuit Court Case No. CA-M-04-3 79); Lightner, et al. v. Monroe County (Circuit Court Case No. 2007-CA-280-k); and Lloyd A. Good v. Monroe County Circuit Court Case No. CA-K-01-977("Litigation"). ITEM BACKGROUND: The regulatory takings litigation against Monroe County often relates to properties that are known or suitable habitat for listed species, and involves legal and factual disputes as to the application, impacts, and liability of federal laws and regulations, including those promulgated by the United State Fish & Wildlife Service (USFWS) pursuant to the Endangered Species Act. Philip A. Frank, the principal officer of Terramar Environmental Services, Inc., was previously employed by USFwS and will be analyzing to the extent to which federal environmental laws and regulations burden development of the subject properties. PREVIOUS RELEVANT BOCC ANION: The Board previously approved a contract with Terramar Environmental Services, Inc. to provide field verification of tier designations, assist with development the GIS layers for threatened and endangered species, and other services related to the County's tier maps. CONTRACT/AGREEMENT CHANGES. None. STAFF RECOMMENDATIONS: Approval AX TOTAL COST: 01W ~INDIRECT COST: BUDGETED: Yes /No DIFFERENTIAL OF LOCAL PREFERENCE: COST TO COUNTY:)570ZV aS SOURCE OF FUNDS: Z� REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year APPROVED BY: County Atty x O/Purchasing Risk Management DOCUMENTATION: Included x Not Required DISPOSITION: AGENDA ITEM # Revised 7/09 MONROE COUNTY BOARD OF COUNTY COMMIS SIGNERS CONTRACT SUMMARY Contract with: Terramar Environmental Contract # Effective Date: Expiration Date: Contract Purpose/Description: Approval of Agreement for Expert witness Services with Terramar Environmental Services, Inc. in connection with regulatory takings cases filed against Monroe County, including: Collins, et. al. v. Monroe County v. State of Florida (Circuit Court Case No. CA-M-04-379); Lightner, et. al. v. Monroe County (Circuit Court Case No. 2007-CA- 280-k); and Lloyd A. Good v. Monroe County Circuit Court Case No. CA-K-o 1- 977 "Liti ation" . Contract Manager: Derek Howard 305-394- County Attorney's Office 1524 (Name) (Ext.) (Department/Stop #} for BOCC meeting on 1/19/11 Agenda Deadline: 1/19/10 CONTRACT COSTS Total Dollar Value of Contract: $ 253000 Current Year Portion: $ Budgeted? Yeses No ❑ Account Codes: I`�6 -�I - 53o3FS Grant: $ - - - - County Match: $ - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $---jyr For: (Not included in dollar value above) (eg. maintenance, ufffities, janitori CONTRACT REVIEW Changes Date In Needed Division Director Yes[—] No0 Risk Manage ent � Yes❑ No[� O.M.B./Purc ing O1'Q5I I I YesO No[:] County Attorney Yes[:] No[a' Comments: Reviewer salaries, etc.) Date out / -6�p -// AGREEMENT 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, Ivey West, Florida 33040 and Carr, Riggs, & Ingram LLC ("CRI"/"CONSULTANT") with principal offices at 211 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 VVIEREAS, CONSULTANT desires to render these Services as described in SECTION I, 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 -far -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 II. 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 CONCSULTANT 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 11 2.061, 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 writingwith 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 • g by written amendment to this Agreement after execution of this Agreement, compensation due to the CONSULTANT shall be equitably adjusted, either upward or downward. 2 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 IMMHJNITY AND HOLD HARMILESS 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 VIII. NONDISCREWINATION CONSULTANT and COUNTY agree that there will be no dis ' ation 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 nondis ' ation 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 Ivey West, Florida 33041 FOR CONSULTANT: Mr. Charles W. Whetstone CARR, RIOOS & INGRAM, LLC 211 Drew Street Clearwater, Florida, 33765 SECTION X. NO TBMRD 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. 4 SECTION XIL 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 XIII, 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 XVIv, 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. �1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. (SEAL) Attest: DANNY L. KOLHAGE, Clerk By: Deputy Clerk Date: CARR RIGGS, & INGRAM, LLC By - Title: Date: Witness to Consultant (1) Witness to consultant (2) BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: Date: �11