Item P12BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
. t � 01---
Meeting Date: A -5, 201:2- Department: County Attorney
Bulk Item: Yes _ No _ Staff Contact Person/Phone #: Natileene Cassel/292-3470
AGENDA ITEM WORDING: Approval of First Amendment to the Agreement with consultant
architect Gary W. Siebein of the firm of Siebein Associates, Inc., for expert services related to Freeman
Justice Building lawsuit against architect.
ITEM BACKGROUND: On June 20, 2012 the BOCC approved a consulting contract with Siebein
Associates to provide expert consultation and testimony in the Gonzalez portion of the case regarding
the acoustics in the courthouse. On July 18, 2012 Mr. Siebein toured the building and determined that
tests would need to be taken. This amendment will add additional time keepers to allow the expert to
provide scientific evaluation of the acoustics in the Freeman Justice Center. The lawsuit which resulted
from the design and construction of the Freeman Justice Building is in two parts. The first portion has
been settled with The Tower Group, Inc., the general contractor; and the second portion is proceeding
against Gonzalez Architects and Jose Gonzalez, individually, Case No. 2007-CA-1428K/ 2008-CA-458-
K consolidated.
FREVIUUN RELEVANT BOCC ACTION: The initial law suit was filed by The Tower Group
(TTG) against Monroe County and subsequently the County filed suit against Gonzales Architects, et
al. The cases were consolidated in the Circuit Court. BOCC approved the settlement of the initial suit
leaving the case against Gonzalez left to be decided.
CONTRACT/AGREEMENT CHANGES: N/A
N rAVE KEC MEVIENDATIONS: Approval
TOTAL COST: hourly INDIRECT COST: BUDGETED: Yes X No
DIFFERENTIAL OF LOCAL PREFERENCE: N/A
COST TO COUNTY: TBD SOURCE OF FUNDS• c5e, —% o®t
REVENUE PRODUCING: Yes _ No X AMO T PER MONTH Year _
APPROVED BY: County Atty OMB/Purkalsing Risk Management t
DOCUMENTATION: Included
DISPOSITION:
Revised 7/09
Not Required
AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Siebein Associates, Inc.
Contract #
Effective Date:
Expiration Date:
7-18-2012
Contract Purpose/Description:
first amendment to expert consultation on Monroe County v Gonzalez Architects to add
timo�rAo..ure
Contract Manager: Natileene Cassel 3580 Legal
(Name) (Ext.) (Department/Stop #)
for BOCC meeting on Agenda Deadline: .l
CONTRACT COSTS
Total Dollar Value of Contract: $ hourly Current Year Portion: $
Budgeted? Yes® No ❑ Account Codes: mac,, 1 - i - 1
Grant: $ n/a
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (e . maintenance, utilities, janitorial, salaries,
CONTRACT REVIEW
Changes Date Out
Date In Needed Reviewer
Division Director Yes❑ No❑
Risk Management L'' � Yes❑ No - �a..
O.M.B./Purc'fia ing -3a-IL Yes[:] No® 4 " t
County Attorney - ) Yes❑ No _
Comments:
sff
First Amendment to
Professional Services Agreement
Between
Monroe County and Siebein Associates, Inc.
On this day of , 2012, the Board of County Commissioners of Monroe County, Florida, as
the legislative and governing body of Monroe County, Florida, and in accordance with the powers
enumerated in Section 125.01, Florida Statutes ("County") and SIEBEIN ASSOCIATES, INC.
("CONSULTANT"), hereby enter into this First Amendment to their agreement approved by the Board of
County Commissioners on June 20, 2012.
WHEREAS, the Agreement between the parties specifies the names of authorized timekeepers; and
WHEREAS, it is necessary to amend the agreement to add the names of additional timekeepers in order
to accomplish the work required by the parties; and
WHEREAS, the parties wish to amend the agreement to add the necessary timekeepers, description of
work to be performed and hourly rate;
NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the
parties agree to amend the agreement as follows:
1. Paragraph 4 of the Agreement shall be amended to add the following timekeepers, job descriptions
and hourly rates to the paragraph:
Additional Time keepers, Rate and description of service to be provided:
Hyun Paek Senior Consultant 4 $ 125.00 per hour
Conduct site visit, supervise and conduct acoustical measurements in rooms, develop
concept schemes for acoustical improvements,
Keely M. Siebein Consultant 5 $ 75.00 per hour
Consultant 5 personnel will conduct the site visit, take acoustical measurements in the
rooms, and conduct acoustical analysis of the data and draft reports.
Gary Siebein, Jr. Technical staff $ 50.00 per hour
Drafting of any drawings required, printing graphs for reports, etc.
2. Nothing in this amendment shall delete any of the original language in Paragraph 4, but merely
adds to the additional language.
3. After approval by the Board of County Commissioners this Amendment shall be retroactive to
July 18, 2012.
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D . a
4. All other provisions of the original agreement which are not amended herein shall remain in full
force and effect.
IN WITNESS WHEREOF, each party caused this Agreement to be executed by its duly authorized
representative on the day and year first written above.
SEAL
Attest: DANNY L. KOLHAGE, Clerk
By:
Deputy Clerk
(SEAL)
Attest:
By:
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:
Mayor/Chairman
WITNESS for Siebein: For Si ein:
By: By:
Print Name: Print Name: cL' 'J- S a
Date: Title: t L- y ._
Date: tau -
STATE OF FLORIDA
COUNTY OF
On this day of a Lj 2012, before me, the undersigned notary public, personally appeared
te-v e , known to me to be the person whose name is subscribed above or who
produced as identification, and acknowledged that he/she is the person
who executed the above Agreement with Monroe County for the purposes therein contained.
Xce C
No ary Public
A� C U }�att ttL.t= T_ My commission expires:
Print Name
re. 1 °411 Notary Public State of Florida
Lana Cheshire
g My Commission DD886082
''For flog Expires 05/0412013
2 11) a g
MONROE COUNTY ATTORNEY,
ROVED AS TO O
ATILEENE W. CASSEL
ASSISTANT COUNTY ATTORNEY
�Date
PROFESSIONAL SERVICES AGREEMENT
BETWEEN MONROE COUNTY AND
SIEBEIN ASSOCIATES, INC.
THIS AGREEMENT made and entered into this 23 day of May 2012, by and between the
MONROE COUNTY ("COUNTY'), a political subdivision of the State of Florida whose address is 1100
Simonton Street, Key West, Florida 33040, and SIEBEIN ASSOCIATES, INC.(" CONSULTANT') , a
Florida Corporation, whose address is 625 NW 6CP Street, Suite C, Gainesville, Florida 32607, hereby enter
into this Agreement to provide consulting services in the case of Monroe County Board of County
Commissioners, vs. Gonzalez Architects and Jose Gonzalez, Case No. 07-CA-1428K .
WHEREAS, COUNTY desires to engage the services of CONSULTANT to provide expert technical
consultation and review of construction documents, contracts, drawings, architectural work and related
information in order to provide expert opinion related to the acoustics problems at the Freemen Justice
Building and, if necessary, expert testimony in the above case; and
WHEREAS, CONSULTANT has the expertise, experience and agrees to provide to provide the services to
the COUNTY; and
NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the
parties agree as follows:
1. CONSULTANT will provide expert consultation and technical advice in the areas of construction
documents, acoustical expertise, related research, contracts, drawings, architecKural work and related
information as regards the problems with acoustics in the Freeman Justice Building and shall
provide expert opinion and expert testimony, if requested, by COUNTY in the above litigation.
2. This Agreement shall become effective upon signature by all parties, shall be retroactive to May
7, 2012 and shall continue in effect until services are completed or terminated by either party,
with or without cause, upon fifteen (15) days written notice to the other party or upon final
termination of the litigation.
3. CONSULTANT warrants that CONSULTANT and additional timekeepers do presently have,
required licenses and permits whether federal, state, County or City that are applicable to the
expertise they will provide under the Agreement.
4. CONSULTANT shall bill COUNTY at the hourly rate and time for approved time keepers.
Records of the time expended and description of the service performed by each time -keeper shall
be detailed separately on the invoices. Personnel who are not listed as timekeepers will not be
paid unless approved in writing by amendment with the same formalities as this Agreement.
Hourly Rates, and Changes to hourly rates are set at:
Approved Time Keepers:
Name: Hourly Rate: Testimony Rate:
Gary W. Siebein $250.00 $375.00
Robert M. Lilkendey $165.00 $247.50
Testimony rate shall include time spent in Deposition, Mediation & Settlement Conferences and Trial.
Preparation for Depositon, Mediation & Settlement Conferences, and Trial will be billed at the normal
rate not the testimonial rate. Unless COUNTY approval is obtained, CONSULTANT will not have more
than one time -keeper bill for the same court appearances, attendance at depositions and meetings,
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including meetings with COUNTY representatives, and internal conferences. In the event that more than
one person attends, only the time of the person with the highest rate will be billable, unless additional
billing for another time keeper is approved in writing by the County Attorney. CONSULTANT is not
permitted to charge the County in this matter to provide on the job training or education for a time -keeper,
student or assistant, or any other person.
5. The COUNTY and CONSULTANT agree that travel time and expenses shall be billed and paid
as follows:
a. All travel time shall be calculated at the Hourly rate, not the Testimony rate.
b. Travel expenses within the CONSULTANT'S local or metropolitan area will not be
reimbursed Local and Metropolitan area is defined as being within fifty (50) miles of the
CONSULTANT'S usual office space and does not include travel to or from the residence
to the office.
C. Reimbursable travel expenses are the cost of transportation by the least expensive
practicable means including coach class air travel, the cost of reasonable hotel
accommodations, the cost of parking at the airport or taxi to and from the airport, and the
cost of transportation while out of town (e.g., by cab or rental car, whichever seems
reasonable, at the lowest available rate). All such expenses must be accounted for by
receipt. Airplane travel shall be verified by the attachment of a boarding pass or by a
waiver. Travel expenses will be reimbursed in accordance with the applicable provisions
of the Monroe County Code for "approved travelers" and shall be summarized on the
Monroe County Travel Form by CONSULTANT with all applicable receipts attached
thereto as Exhibit A.
d. Payment of travel time and expenses will be made periodically but no more frequently
than monthly, in arrears. Expenses shall be submitted by CONSULTANT and authorized
by COUNTY in writing with reasonable backup documentation as required by the Clerk
of Court. Invoices shall include copies of receipts for all expenditures for which
CONSULTANT seeks reimbursement, meals will be reimbursed as described in the
Monroe County Code
6. The COUNTY and CONSULTANT agree that reimbursable expenses, unrelated to travel, shall
be billed and paid as follows:
a. COUNTY will pay the actual reasonable cost of the following expense items if incurred
in accordance with the guidelines below and promptly itemized in CONSULTANT'S
monthly bill and shall be accompanied by backup documentation as required by the Clerk
of Court. COUNTY will not pay any multiplier for these expenses. COUNTY will not
pay any markup for expenses and COUNTY will only reimburse the CONSULTANT for
their actual approved out-of-pocket costs and expenses, when incurred by an approved
time -keeper.
b. COUNTY will pay the actual cost for necessary long distance telephone calls, overnight
or expedited delivery, couriers, photocopies for oversized paper, and color copy, postage,
court fees, and other expenses approved by COUNTY or requested in discovery for the
litigation. Normal photocopying shall be reimbursed at S.25 per page, with back-up
documentation to demonstrate the charge is attributed to Monroe County.
C. CONSULTANT 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 short deadlines. COUNTY may refuse to pay for
any such expenses when incurred routinely or because of CONSULTANT'S failure to
manage the matter efficiently.
d CONSULTANT is encouraged to use outside copying services to reduce the cost of
large -volume copying, provided that these expenses are efficient, cost-effective, and
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incurred and billed in accordance with this Agreement. CONSULTANT is responsible
for insuring that all copying complies with copyright obligations.
e. Transcripts should not be ordered without approval from County Attorney
CONSULTANT should obtain digital electronic/computerized copies of transcripts when
available at a reasonable cost to avoid charging for time spent digesting or indexing
transcripts, and to allow COUNTY to maintain a digital electronic/computerized database
of all transcripts.
7.. The COUNTY and CONSULTANT agree that the following expenses will not be paid or be
reimbursable without written approval by County Attorney:
a. Meals for time -keepers which are not related to travel, overtime, word processing or
computer charges, personal expenses, expenses that benefited other clients, expenses for
books, costs of temporary employees, periodicals or other library materials, internal filing
or other document handling charges, clerical expenses, stationery and other supply
expenses, utilities, and any other expense that is either unreasonable or unnecessary.
8. CONSULTANT shall comply with the following requirements as to billing fees and expenses as
a condition precedent to COUNTY'S obligation to pay each bill:
a. CONSULTANT shall provide detailed, itemized bills which shall, at a minimum, provide
a general description of the matter for which consultant services are being performed
(e.g. Richard Roe v. Monroe County); a description of the work performed in enough
detail so that each item is distinguishable from other listed items and sufficient to allow
COUNTY to determine the necessity for and reasonableness of the time expended. For
example, simply the word "research" is not acceptable, more detail about the type of
research and what was determined by the research is necessary.
b. Clearly identify each timekeeper performing services in conjunction with each entry and
the amount of time being billed by the timekeeper and the service performed
C. CONSULTANT shall include copies of receipts for all expenses with the itemized
monthly bill. COUNTY may refuse to pay any expense item for which documentation is
not provided by CONSULTANT.
d CONSULTANT must maintain the support documentation for services and bills until at
least one year after the termination of the representation. This documentation shall be
made available by CONSULTANT to COUNTY (or COUNTY'S designated
representative, including an accountant, the County Clerk or County Clerk's
representative, or legal bill auditor) upon COUNTY'S written request. CONSULTANT
agrees to cooperate with examination of this documentation and CONSULTANT'S fees
and expenses, e.g., responding promptly and completely to any questions COUNTY or its
designated representative may have. CONSULTANT shall notify COUNTY in writing at
least 60 days in advance of destroying any such records and, in the event that COUNTY
requests that they be preserved, shall preserve them at least one additional year or, at the
option of the COUNTY, delivered to the COUNTY for storage by the COUNTY, with
COUNTY responsible for paying the actual cost of storage. This documentation shall
include, for example, original time records, expense receipts, and documentation
supporting the amount charged by CONSULTANT for expense items generated by
CONSULTANT or his or her firm.
e. COUNTY reserves the right not to pay any fee or expense item for which sufficient
documentation or expense item for which sufficient documentation is not available to
determine whether the item was necessary and reasonable.
9. Insurance. CONSULTANT shall provide documentation of insurance coverage required for those
individuals or firms that perform the work for or on behalf of the COUNTY, as follows:
a. Professional Liability with the limits in the amount of $250,000.
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b. Workers' Compensation Insurance with limits sufficient to respond to Florida Statute
440.
C. General Liability Insurance, with the minimum limits of $300,000 Combined Single
Limit (CSL); if split limits are provided, the minimum limits acceptable shall be
$100,000 per Person, $300,000 per Occurrence, $50,000 Property Damage.
In addition, the period for which claims may be reported should extend for a minimum of
twelve (12) months following the acceptance of work by the County.
d. Recognizing that the work governed by this contract requires the use of vehicles,
the CONSULTANT, prior to the commencement of work shall obtain Vehicle Liability
Insurance. Coverage shall include, as a minimum, liability coverage for Owned, Non -
Owned and Hired Vehicles. The minimum limits acceptable shall be $100,000 Combined
Single Limit (CSL); if split limits are provided, the minimum limits acceptable shall
be $ 50,000 per Person, $100,000 per Occurrence and $ 25,000 Property Damage
e. The CONSULTANT shall obtain Employers' Liability Insurance with limits of not
less than $100,000 Bodily Injury by Accident, and $500,000 Bodily Injury by Disease,
each employee.
f. All of the above coverage shall be maintained throughout the life of the contract, the
COUNTY shall be named as additional insured, and there will be no charge to the county
for the county being named as additional insured on any policy.
10. CONSULTANT agrees that, unless specifically exempted or excepted by Florida law, the
provisions of Chapter 286.011, Florida Statutes, generally require full and public discussion of
matters to be voted upon by the Board of County Commissioners. CONSULTANT agrees to
consult with the County Attorney's office concerning the application of the Sunshine Law from
time to time concerning specific circumstances that may arise during the term of this Agreement.
11. CONSULTANT agrees that, unless specifically exempted or excepted by Florida law, the
provisions of Chapter 119, Florida Statutes, generally require public access to all records and
documents which may be made or received under this Agreement. CONSULTANT agrees to
consult with the County Attorney's office concerning the application of the Public Records Law
from time to time concerning specific circumstances that may arise during the term of this
Agreement.
12. CONSULTANT agrees to allow and permit reasonable access to, and inspection of, all
documents, papers, letters or other materials in its possession or under its control as relate to this
Agreement which are subject to the provisions of Chapter 119, Florida Statutes, also known as
the Public Records law, and records made or received by the COUNTY and CONSULTANT in
conjunction with this Agreement. CONSULTANT specifically acknowledges that any costs
incurred or charged for records under the Public Records law shall be charged in accordance with
the law, which shall take precedence over the terms of this Agreement. The COUNTY shall have
the right to unilaterally cancel this Agreement upon violation of this provision by
CONSULTANT; however, CONSULTANT acknowledges that termination of this agreement by
either COUNTY or CONSULTANT shall not exempt the CONSULTANT from the requirements
of Chapter 119.
13. CONSULTANT shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting principles
consistently applied. Each party to this Agreement or their authorized representatives shall have
reasonable and timely access to such records of each other party to this Agreement for public
records purposes during the term of the Agreement and for four years following the termination
of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies
paid to CONSULTANT pursuant to this Agreement were spent for purposes not authorized by
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this Agreement, the CONSULTANT shall repay the monies together with interest calculated
pursuant to Sec. 55.03, FS, running from the date the monies were paid to CONSULTANT.
14. CONSULTANT is not authorized to retain additional experts, additional consultants, support
services, or the like, or to out -source or delegate work outside CONSULTANT'S firm, without
prior written approval by COUNTY.
15. The COUNTY'S performance and obligation to pay under this Agreement is contingent upon an
annual appropriation by the Board of County Commissioners.
16. COUNTY and CONSULTANT acknowledge that COUNTY does not waive any immunity nor
does COUNTY agree to hold CONSULTANT harmless; notwithstanding the provision of Sec.
768.28, Florida Statutes, the participation of CONSULTANT and COUNTY in this Agreement
and the acquisition of any commercial liability insurance coverage, self-insurance, 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 COUNTY be required to
contain any provision for waiver.
17. CONSULTANT 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 VM 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) Any other nondiscrimination provisions in any
Federal or state statutes which may apply to the parties to, or the subject matter of, this
Agreement.
18. In carrying out CONSULTANT'S obligations under this agreement, CONSULTANT shall abide
by all statutes, ordinances, rules and regulations pertaining to or regulating the provisions of this
Agreement, including those now in effect and hereafter adopted Any violation of said statutes,
ordinances, rules or regulations shall constitute a material breach of this Agreement and shall
entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of
termination to CONSULTANT.
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19. NOTICE REQUMEMENT
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 COUNTY:
County Attorney
PO Box 1026
Key West, FL. 33040
(305) 292-3470
FOR CONSULTANT:
Gary Siebein
625 NW 6& Street, Suite C,
Gainesville, Florida 32607
(352)331-5111
20. This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida applicable to contracts made and to be performed entirely in the State. Venue for any
legal action which may arise out of or under this agreement shall be in Monroe County, Florida
21. The entire agreement between the COUNTY and CONSULTANT with respect to the subject
matter hereof is contained in this Agreement. This Agreement supersedes all prior oral and
written proposals and communications between the COUNTY and CONSULTANT related to this
Agreement. No provision of this Agreement shall be deemed waived, amended or modified by
either party unless such waiver, amendment or modification is in writing and signed by the ply
against whom the waiver, amendment or modification is claimed. There shall be no automatic
rate change associated with this agreement. Rate changes must be accomplished by amendment as
set out in this agreement. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their permitted successors and assigns.
22. COUNTY and CONSULTANT acknowledge that COUNTY does not waive immunity nor does
COUNTY agree to hold the Consultant harmless; notwithstanding the provisions of Sec. 769.28, 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.
23. CONSULTANT agrees to forward to COUNTY along with Notice of Termination or upon
receipt of Notice of Termination, depending upon which party terminates the Agreement, copies
of all documents in his or her possession of any nature whatsoever related to CONSULTANT'S
consultation with COUNTY or obtained thereto.
24. Within 30 days of execution of this agreement, CONSULTANT shall fiunish COUNTY
Certificates of Insurance indicating the required coverage is in force and that the County has been
named as additional insured. CONSULTANT agrees to keep the same amount of coverage or
more at all times and to provide proof of said coverage to COUNTY at COUNTY'S request at
any time during the term of the Agreement.
25. No covenant or obligation contained in this Agreement shall be- deemed to be a covenant or
obligation of any member, officer, agent or employee of the Board of County Commissioners of
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Monroe County in his or her individual capacity; and no member, officer, agent or employee of
the Board of County Commissioners 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.
26. If a term, covenant, condition or provision of this Agreement 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 and shall be enforceable
to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants,
conditions and provision of this Agreement would prevent the accomplishment of the original
intent of this Agreement. The COUNTY and CONSULTANT 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.
27. This Agreement may not be modified in any way without the express, written consent of both
parties. Any and all modifications and Amendments of the terms of this Agreement shall be in
writing and executed by the Board of County Commissioners for Monroe County and by
CONSULTANT in the same manner as this Agreement.
28. CONSULTANT is not authorized to identify COUNTY as a COUNTY, e.g., for purposes of
marketing or advertising, without COUNTY'S prior approval.
29. CONSULTANT understands that all files and work product prepared by CONSULTANT or his
or her firm at the expense of COUNTY (or for which COUNTY is otherwise billed) is the
property of COUNTY. Without COUNTY'S prior written approval, this work product may not be
used by CONSULTANT or his or her firm nor disclosed by CONSULTANT or his or her firm to
others, except in the normal course of CONSULTANT'S representation and as required by law in
this matter. County's name shall not be used in any advertisement by CONSULTANT.
30. CONSULTANT 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.
31. COUNTY and CONSULTANT agree that nothing contained herein shall create any relationship,
contractual or otherwise, with or any rights in favor of, any third party.
32. 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 the
COUNTY and CONSULTANT may execute this Agreement by signing any such counterpart.
33. COUNTY and CONSULTANT agree that if any dispute and disagreement arise between them
they shall first attempt to be resolve the dispute and disagreement by a meet and confer session
between representatives of each party. If the issue or issues are still not resolved to the
satisfaction of both parties, then the issue shall be submitted to mediation prior to the institution
of any other administrative or legal proceeding. If the issues are still not resolved any party shall
have the right to seek such relief or remedy as may be provided under the Agreement or under
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Florida law. This Agreement is not subject to arbitration. CONSULTANT does not waive his
right to trial by jury.
34. COUNTY and CONSULTANT agree 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 the only interest of each is to perform and receive benefits as recited in this
Agreement.
35. 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.
36. 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. Each party agrees that it has had ample opportunity to submit this Contract to
legal counsel of its choice and enters into this agreement freely, voluntarily and with advice of
counsel.
37. COUNTY and CONSULTANT 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.
38. At all times and for all purposes hereunder, CONSULTANT 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 find CONSULTANT or any of the authorized time
keepers, to be the employees of the Board of COUNTY Commissioners of Monroe County, and
they shall be entitled to none of the rights, privileges or benefits of employees of Monroe County.
39. The COUNTY and CONSULTANT warrant that, in respect to itself, it has neither employed nor
retained any company or person, other than a bona fide employee working solely for it, to solicit
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, the CONSULTANT
agrees that the COUNTY 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.
40. CONSULTANT agrees to execute such documents as the COUNTY may reasonably require, to
include a Public Entity Crime Statement, an Ethics Statement, and a Dug -Free Workplace
Statement.
41. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any
member, officer, agent or employee of Monroe County 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.
42. CONSULTANT agrees to forward, if requested by the COUNTY, at the end of this agreement
either by termination the Agreement or by termination of the litigation, copies of all documents in
8 1 P a g e
his or her possession of any nature whatsoever related to the CONSULTANT'S representation of
COUNTY or obtained due to CONSULTANT'S representation of COUNTY.
43. THIS AGREEMENT will become effective when executed by both the CONSULTANT and
executed by the Board of County Commissioners of Monroe County, Florida.
IN WITNESS WHEREOF, each party caused this Agreement to be executed by its duly authorized
representative on the day and year fast written above.
SEAL
Attest: DANNY L. KOLHAGE, Clerk
By:
Deputy Clerk
(SEAL)
Attest:
By:
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:
Mayor/Chairman
WITNESS f Siebein: For S' J
By: gy;
Print Name: Robert M. Print Name:_ Gary W. Siebein
Date: Mav 23, 2012 Title: Senior Principal Consultant
Date: May 23, 2012
STATE OF FLORIDA
COUNTY OF Alachua
On this 23 day of May_2012, before me, the undersigned notary public, personally appeared Gary W.
Siebeinknown to me to be the person whose name is subscribed above or who produced
as identification, and acknowledged that he/she is the person who executed the above Agreement
with Monroe County for the purposes therein contained.
i
o Public
iG�In CL IV, e.
Print Name
R40 ig
e of Florida
+� D888082
�lorpd� 3
My commission expires: u 13
MONROE COUNTY ATTO Y
PROVED AS TO,F
NA ILEENE W. CASSEL
.'•9519TANT OUNTYATTORNEY
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