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05/13/1998 CONSULTING CONTRACT THIS CONTRACT entered into this I-~ tJ day of-rYJ ~ ' 1998, by and between Monroe County, a political subdivision of the State of Florida, Public Service Building, 5100 College Road, Stock Island, Key West, FL 33040, hereinafter County, and Robert F. Reyes and W. Douglas Moody, Jr., of the law firm of Graham & Moody, 101 North Gadsden Street, Tallahassee, FL 32301, hereinafter Consultant. 1. The Consultant represents that it is professionally qualified to provide services for representation of the County's interests before state and federal bodies, specifically including the Legislature, Florida Land and Water Adjudicatory Commission, the Department of Community Affairs, and other agencies and tribunals which are part of the state or federal government. 2. The Consultant will be paid a monthly retainer of $5,000 payable in arrears, for the ~ 0 = .~ representation services described in paragraph one. Such services are to be pellr~ ~erMhe opz ~ a supervision and direction of the County Administrator. 6~;:: ~ ." 0("'). fIl.> 0 3. If the County, in its discretion, fails to appropriate funds for this contra~~~~ty $ust :<:-fX ... rrJ immediately notify the Consultant in writing. The Consultant must cease performini2all~rv~es ~on J> I'Tl Q :::0 . 1;D'C 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 monthly fee, or proportional monthly fee if terminated during a month, 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 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. When approved by the County Administrator, reasonable monthly expenses incurred in providing the services may also be paid in addition to the retainer. However, travel expenses may only be paid to the extent authorized by Sec. 112.061. Florida Statutes. 6. 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 ten 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. 7. All data and documents produced or obtained in the course of carrying out any work requested by the County Administrator - and will remain - the property of the County, and must be delivered to the County Administrator 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. 8, 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: 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. 9. The Consultant may not assign or subcontract its obligations under this contract without the written consent of the County. 10, 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. 11. 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(s) 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, 2 12. 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 119, Florida Statutes, with the County's obligation to pay extending only to work completed as of that date. 13. 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 monthly fees, or portion thereof if terminated during a month, due for all services performed and work product satisfactorily completed (as determined by the County Administrator) 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 damages suffered. 14, 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. 15, 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. 16. 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. 17. 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. 3 010-1990. 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. 18. 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. 19. The Consultant agrees that it will not unlawfully discriminate against any of its employees of applicants for employment because of their race, color, religion, sex, national origin or disability. The Consultant must insert a provision similar to this paragraph in any subcontracts awarded under this contract except those for the purchase of commercial supplies and raw materials, 20. 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 305/292-4641 Consultant: Robert F. Reyes, Govt. Consultant W. Douglas Moody, Jr., Esq. Graham & Moody 101 Gadsden Street Tallahassee, FL 32301 904/222-6656 J~~1~~~NESS WHEREOF, the parties hereto have set their hands and seals the day and year first /1, 'I" .) ';' ['..1"" +0- it?' ~~~. ~:f;~ 'y,.~f(::: '... \: t (S~l:r ' I , AmS'r:OANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MO E COUNTY, FLORIDA ~.- .... ~ <.~~~.',_.- BY~C., ~ Deputy Clerk w!~/ ~. (!~ ~ Witness ~W rY'\. ~~I_ Witness By jconivlobby 4