Item H2
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: June 18, 2008
Division: Growth Management
Bulk Item: Yes ~ No
Department:
Staff Contact: Andrew o. Trivette
AGENDA ITEM WORDING: Approval of Second Amendment to contract with Greenberg Traurig
P .A. for the consulting services of Kenneth Metcalf, extending the contract expiration date for one
year, changing the funding source and amending the scope of work.
ITEM BACKGROUND: Mr. Metcalf has been advising the Affordable Housing Task Force on the
Hurricane Evacuation Model in order to identify and implement potential ways to increase the current
and future permitting capacity for affordable housing and to assist in negotiations with the Department
of Community Affairs on this issue. Growth Management staff now recognizes the need for additional
services from Mr. Metcalf, assisting in the collection of data and the preparation of analysis to facilitate
future planning initiatives.
PREVIOUS RELEVANT BOCC ACTION:
July 16, 2006 - BOCC approved agreement with Greenberg Traurig.
July 19, 2007 - BOCC approved First Amendment to agreement.
CONTRACT/AGREEMENT CHANGES: Extend the term ofthe First Amendment for one year to
July 19, 2008.
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: $36,000.00
BUDGETED: Yes ~ No
COST TO COUNTY:
N/A
SOURCE OF FUNDS:148-5000l-5303l8
REVENUE PRODUCING: Yes
No -X... AMOUNT PER MONTH_ Year
APPROVED BY: County Atty l OMB/Purchasing-LRiskManagement_X_
DOCUMENTATION:
Included X
Not Required_
DISPOSITION:
AGENDA ITEM #
Revised 11/06
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Greenberg Traurig, P .A. Contract #_
Effective Date:
Expiration Date: July 19, 2009
Contract Purpose/Description:
Extension of Agreement and change in scope of work.
Contract Manager: Andrew O. Trivette 2519 Growth Management/II
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on June 18, 2008 Agenda Deadline: June 3, 2008
CONTRACT COSTS
Total Dollar Value of Contract: $
36,000
Current Year Portion: $ Approx.
$16,000
Budgeted? Yes~ No D
Grant: $
County Match: $
Account Codes: 148-50001-530-318-_
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ADDITIONAL COSTS
Estimated Ongoing Costs: $_/yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes
~a~>>= Needed ~eViewer
Division Director ~J' YesD No[3 - ~ YL
Risk Management ~ Y esO No~ Y4l, .
. .BJP~(aW/o8"YesoNoci-:...L~~
County Attorney ~f' YesO NoEr.~
Comments:
Date Out
~ftft~
to-
~
c;,
OMB Form Revised 2/27/01 MCP #2
SECOND AMENDMENT TO
AGREEMENT FOR SERVICES
for
GREENBERG TRAURIG, P.A.
This Second Amendment (Amendment) is made and entered into this day of
, 2008 to the Agreement dated July 19, 2006 (Agreement), between
Greenberg Traurig, P.A.(Firm) , 101 East College Avenue, Tallahassee, Florida 32302
and Monroe County, a political subdivision of the State of Florida (County),
1100Simonton Street, Key West, Florida 33040.
WITNESSETH:
WHEREAS, County and Firm desire a more expanded scope of services to be allowed
under the terms of the Agreement; and
WHEREAS, pursuant to the terms of the First Amendment to the Agreement dated July
18, 2007, the Agreement will expire on July 19th, 2008; and
WHEREAS, the parties desire to extend the Agreement for an additional year which
may necessitate additional payment;
NOW, THEREFORE, the parties agree as follows:
1. Paragraph 2. Scope of the Work shall read as follows:
2. SCOPE OF THE WORK
The Firm shall assist County by providing professional services to review the
Hurricane Evacuation Model in order to identify data, demographic, and other
potential refinements that would increase the current and future permitting
capacity for affordable and other housing, to support the planning efforts for
transient and market rate housing and the resulting need for employee and
affordable housing, to negotiate with the Department of Community Affairs on
these issues, and to assist County with its presentations concerning these
issues. This Agreement is limited to planning services, except for the limited
legal services described herein. The scope of services is retroactive to May 1 ,
2008.
2. Paragraph 4. Payments to Firm shall read as follows:
4. PAYMENTS TO FIRM
* * * * *
D. The pricing for the different types of work shall be as follows:
Fees and expenses are limited to Thirty-six Thousand Dollars ($36,000.00)
from May 1, 2008 to July 19, 2009. Both parties agree that this contract
amount may not be sufficient to complete the scope of work, depending on
the number of requested meetings, extent of negotiations required and other
activities deemed necessary by the parties. In that event, such services may
be provided by amending the contract. It is anticipated that the parties will
further define the specific activities listed in the scope of work by task order in
letter or e-mail format. Services provided by Mr. Bouthillier shall be limited to
general supervision of contract implementation pursuant to Paragraph 14 and
shall not exceed $500.00 per task order.
3. Paragraph 5. Term of Agreement shall read as follows:
5. TERM OF AGREEMENT
This Agreement commences on the date of the execution by all parties, and
ends on the 19th of July 2009, unless terminated earlier under paragraph 18
of this Agreement or upon payment of the total compensation whichever
comes first.
4. The remaining terms of the Agreement entered into on July 18, 2006, not inconsistent
herewith, shall remain in full force and effect.
In witness whereof, the parties have executed this Second Amendment.
ATTEST:
DANNYL.KOLHAGE,CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
Deputy Clerk
Mayor Mario DiGennaro
GREENBERG TRAURIG, P.A.
Reginald L. Bouthillier, Jr.
Date:
.----
~TAMENDMENTTOAGREEMENT
FOR SERVICES
GREENBERG TRAURlG P.A.
Dated July 18, 2006
THIS l'JRS~~MENT.(herein alba- "Amendment") iun.de and _ into this 19,1i
day of 2007, to the Agreement ("Agreement") dated July 18, 2006 between
Greenberg. ra g P.A. whose address is 101 East College Avenue, Tallahassee, Florida 32302,
and Monroe County, a political subdivision of the State of Florida ("COUNTYj, whose address
is 1100 Simonton Street. Key West, Florida 33040.
WHEREAS, the Agreement dated July 18, 2006 is set to expire on July 19,2007; and
WHEREAS, County and Greenberg Traurig desires. to continue the Agreement for
another one year term.
NOW THEREFORE the parties hereby agree as follows:
1. Paragraph 5 of the Agreement shall be amended to read in its entirety as follows:
"5. TERM OF AGREEMENT
This Agreement commences on the date of execution by all the parties, and
ends on the 1911I day of July 2008, unless terminated earlier under paragraph 18
of this Agreement or upon payment of the total compensation whichever
comes first."
.~-::~
,~-.,~: _ . . roaining terms of the Agreement entered into on July 18, 2006, not
/' ~~ shall remain in full force and effect.
'\: . I S WHEREOF, the parties have caused these presents to be executed in
their respective ~s.
Att~~, t;' LHAGE, CLERK BOARD OF, COUNTY
(' ...1" h d COMMISSIONERS OF MONROE
8y:--1 . I L --' COUNTY, FLORIDA :l: ~
Deputy Clerk /1/>A . FJ. ClE 0 s
JUL 1 8 ZOO, B .' //~~~n~ .1 ~
Date: y<\t hl,o t' I ~ -< ~
atdUL ("'). r :-
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Witnesses:
Signature
Per on egally a to SIgn ~Q.
behalf of Greenberg Traurig, P.A: (
~ ,. (. /.VIJr-lJ L... Ii 0 v r It-. " "'I F- e.
Print Name rI
Date: 7 . I . 0 -r
J/I .
Print Name
DATE:
TAL 45141798Ov1 71212007
MONROE COUNTY AHORNEY
~ROVEOASTO~
~",_0
ATILEENE W. CASSEL ~
ASSISTANT COUNTY ATTOR",EV
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MONROE COUNTY ATT
.. 03:373'Plll 07-17-20otI
2/13
AOPIl;fF' ..., lOR 88RVICU
I'or
GItIZIOIJIR8 TRAUIIIG. P.A.
THIS AGREEMENT awle and entered into this II"" day of July.
2006, by and ~Mn MONROE CO'UN'lY, a poHtical subdivision oftbe
State of Florida rCOUN'lY'), whOlle addre.. is 1100 Simonton Street, ~
West, Florida 33040 and Greenberg Traurig, PA., whose addresa is 101
East College Avenue, Ttt'1,.ka88ee, Florida 32302, ita llUC(;C8aora and
assipa, hereinafter referred to as "FIRM-. The contract aenicea aball be
performed by Kenneth Metmlf, A1CP, Dindor of Planni"'l ServJces for
FIRM. except for legal aervicea deIIcn'bed herein.
WITNESSETH:
WHEREAS, COUNTY desires to employ the profesainnA1 eervic.es of
FIRM to asaiat COUN'IY; and
WHEREAS, FIRM bas agreed to provide professional eerrices as
defined in the Scope of Work below.
NOW, 'I'HBREPORE, in consideration of the mutual promisea,
covenants and agreements statm. heMin, and for other good and valuable
consideration, the BUfIlciency of which is hereby ac1mowledgccI, COUNTY
and FIRM asree as follows:
1. THE AGREEMENT
The Agreement consists of this document only. Any other ~ts
between the ps:rties separate are independent qreemente and shall be
read, interpreted and enforced as separated independent agreementll.
2. SCQPE OF '11m WORK
The FIRM 8haJl assist COUNTY by providing profes8iona1 services. to
review the Hurricane EYacuation Model in order to identify and
implement potl=ntial refinements that would increue thc current and
futwe permitting capacity for affordable houaiDg; to negotiate with the
Department of Communit;y Affairs on this isme; and support the
planning efforts or the Affordable Housing Task Force to encoUJ'8lc
development of affordable bouains In the P'Iorida Keya
This Agreement Is limited to plAnning services, ~ for the
limited legal services de8cribcd herein.
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MONROE COUNTY ^ TT
03 37511 pm 07-17-2006
3113
3. RJr.Pmr.RlI'..N'TATlONS AND WARRAN'nq
FIRM warrants that he is authori2led by law to eng&&e in the performance
of the activit:iea herein deacribed, subject to the terms and conditions set
forth in thia Agreement.
A. FIRM shall at an time. excrciee independent, profeasioDal
judgment and shall assume profeuional reapo.naibiJity for the aervicee to
be provided.
B. FIRM sbaU maintain an DeCe8881Y licensca, permits or other
authoriationa ~888IY to act as FIRM for the Project until the FIRM'S
duties hereunder have been fu)Iy eath6:d;
C. FIRM assumes full ~ to the extent allowed by law
with regard. to'his performance and thoae directly under his employ.
D. no 8bal1 provide services using the following sta"dards, as a
min~mum requirement, FIRM 8bal1 maintain adequate atamng 1ew:.1a to
provide the aervicea required under the Agreement, FIRM personnel aball
not be employees of or have any contraCt:U8l relationship with the
COUNTY, and all personnel enpgecl in performing senicca under thie
Agreement shall be fulJ;y ql1AHAtod.t and, ifrequirecl, to be authorized or
permitted under State and local Jaw to perform such senices.
E. FIRM'S aemcea ahall be performed as expeditiously as is
consistent with profesaionalllk:iJ1 and care and the orderly prog:reaa of the
work.
F. FIRM is an independent contractor under this Agreement. In
providing the services. FIRM and ita agents shall not be acting and shall
not be deemed as actiD8 u ofticera, employees. or aaenta of the COUN"lY,
nor shall they accrue any or the rights or benefits of a COUNTY
employee.
4. PAYMENTS TO FIRM
A. COUNTY'S performanoc ancl obligation to pay under this
agreemen~ is contingent upon annual appropriation by the Board of
COUNTY Commiasioners. .
B.COUNTY shall pay in accordance with the Florida Prompt
Payment Act; paJme11t will be made periocUcaDy. but DO more frequently
than monthly, in arrears as hereinafter 8et forth.
C. FIRM shaD tNbmit detailed, ~I-d invoices to the COUNTY
with supporting documentation acceptable to the Clerk baaed on
generally accepted acoountina principles and such lawe, rules and
regulations as may govern the Clerkta diaburaal of funda.
D. The pricing for the different ~ ofwork shall be as !oUawa:
1) the total contract amount of this Agreement including all
fees and expenaee is TWEN'IY 11I0USAND DOLLARS AND NO/cents
{$20,OOO.OO); however, both partiee agn:e that this oontnwt amount may
not be eufticient to complete the scope of work, depcm.ding on the number
of requested meetinga. extent of negotiations required and other activities
2
3~52Q23b1S
MONROE COUNTY ATT
0.'1'38 35 p m 07 -17 -:lllO8 '" 113
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d~rned by the parties sa Dece8eaty or approp~te to support the eff'ort:s
of the task force to promote affordable hoWling. It ia anticipated that the
partie. will further deftne the specific activities listed in the scope of work
in order to furtbcr re5De future contract amounts if'the contact amount
allocated in thiaagreement 18 teached. Senice8 provided by Mr.
Bouthillier sbaJl be limited to general supervision of contnwt
implementation pursuant to Parqraph 14 and. shall not ~ $500.00
2) FIRM will be paid for hie or her senice8 bued on the
number ofhOU1'8 ~riP.tI on behalf of COUNlY (louDdcd to the nearest
tenth hour for each time ently), not to include time ~h1e to or
COD1pe11118.ted by other c1ie.nbl, mul1ipHed by the FIRM.'S hourly ~ as set
forth below:
KennethB. Metcalf $220.00 per ~~ ~
Reginald 1., BoutbiDier. Jr., EIKJ.. ~ per hour
3) The fo11owiD8 fl'liin;Tn..~m billing docwnenta1icm and time-
keeper requirementa are a cxmltition plecedmt to 9&iment by the COUNTY.
At a mittimum the invoJcee ahall state the name oftbe tfl'Nll~, a
detlCription oftbe 1aak peri'onDed, the amount of time ~ by eech
time-keeper daD;y (and, wltbJn each d8;y, broken down by task where more
than one project or task wall wOi~ upon within the eaxoe d&3). In a
snmmAry at the Wnnw,g or end ofb ~ provide the boudy ~ for each
time-beper, the 1Dtal thne billed by each tiJne.bep:a' in that biD, the
product of the total time and hourbr l1lte for each t:ime-keeper, the total fees
charged, and a ~'u.tlO"'P ~ the amount charged .tld any
applir-e~ ~AtM or budgeted amount, by tuk. In additica, each
mon~ 8181t1ment abouJd show the 8@8I'e8Ilte bD1Ing for that m.ttP-r fnxn
the comTnl'!r'lcement of the nvt~ througb. the currently-billed month.
FIRM shall deecribc witbiD ead1 itP.m~ ~ task entIy, in
8lJfiicient detail to readily a11.ow the COUN'lY to determine the neceaaity
for and reuonab1eneea of the time ezpended, the services ~hmed. the
project or task each IIeI'Vice relates 1:0, the subject am purpoee of each
scrri.ce, and the names ot others who were present or communicated
with in the c:ourae of pe1bu4ng the eervicc.
FIRM will bill COUNTY only for time reaacmably and
nccessariJy iDcurred to render prof'eslional eenicea on COUN'lY'S behalf'in
accordance with thie ~t. nme attn1JUtab1e to biDing questiona is
not billable. TUnc czpended by time-keepers who have not been approved by
COUNTY 88 i~ a.bove is al80 not biDab1e.
PIRM will charae no more than the hourly rate quoted above
throughout the dUIation of the Agreement, \~ otbcrwf8e agn!led upon
and app&oved by the Bo8rd of COUNTY' Col'nmi..1onen. The rates FIRM
will charae COUN'IY re~t the lowest rates charced ~ the same ~
keepcn 1D other ctients. In the event that lower ratea or diBc:auntB are
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MONROE COUNTY A TT
033g 13p m 01.17-2008
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p-ovided to other' clienta, FJRM and approved time-b:epers will el80 provide
them on the same buill to COUNtY.
To the extent tho FIR),{ mJI~ UIIe of existing work proctuct,
e.g., in the fonn of~ prev1ous1y performed for another client, then
FIRM ms;y biD on1y that time ~ in UIiDg that work product for
COUNTY'. In other worda, no premium, markup, or other fK\fustment may
be made to bill COUNTY tor time spent on work already performed.
4) FIRM will chaIp QpeD1e8 such as travel, per cfieD4
meala, -nj1f1!8ge, hotel. or airfare shaD. be paid aceording to :Fl. Statute
112.321 and according to Chapter 2 Adminietration, Article XXVI ofthc
Monroe COUN1Y Ordinances. however, time spe:o.tin tr8n&it, Joc8Dy or
~ m8IY be billed only if FIRM or time-1meper is unable to awid
traveJiDg by using other forma of nmnm1I"~tioD. Travel by mare than one
time-kcepc:- at the aame time to the same dcatiDatioD is DOt allowed without
prior ~ova1 from COUN"IY. Approved travel time will be bi1lcd at the
bourl;y rate Hated fOr the time-bleper.
Actual coat for necea8AIY long distance telephone calls,
telecopying at $.25 per oaUgl:Dng ptp, ovemight orcxred~ delivery,
couriers, ~J'hlg at$.1S per pap, postage, court f'eee, and other
expellees approved in advance by COUJnY or 8.8 1iamd below:
PmM la expected to avoid uaing expedited Ol" eme:r&enC.f
services, such as expre88 dc1M':ry aenic:ea. courima, te1ecopying, ~ tiwc,
and so em, 1,",,1-. necel!8IY beeanlle ofunexpcctld dtReIopmentBor
....~emc1y abort ~f'UI4. COUN'lY may refuae to psy for any sUch
expenses when irt.curftd routinely or ~1Jse ofF'lRM'S t8ilure 'In I'NlIftAfr
the mat.tm' efticie:ntly. '
FIRM is eXpected. to use mmputeri2B1 research ~ ,~ cost-
cf!'ecti"fe\y to reduc:o time spent on research, for ~1e, wbile cloeely-
monitoring computerized reeearch to inaUre that the chargee are
reasonable and neceeaary. PJRM is expected to pus through m COUN'lY
any di8cau.nts or other ~tB that rafuce the coat of computerized
services.
5. TERM 011' AG~1tM1tNT
Th.ia AgJeement commences on the date of the ~tion by all parties,
and ends on the 19t!a day of July. 2007, llnl-.. terrrd"ated ear1icrunder
pfIr88I'8.ph 18 of this Agreement or upon payment of the total
compensation whichever comes firat.
6. FIRM'S ACCEPI'AN~ OF COt;DmONS
FIRM baaJ and aball maintain throughout the term. of this A&reement,
appropriate lJcensea; proof or such Jkeneea aud approvals eh8ll be
submitted to the COUNlY upon request.
7. PUBUC ACCESS
COUN"lY and FIRM &ball aDow and permit ~ ecceea to, and
inspection of, all doc:umenta, papers, letters or other materia1e in its
4
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MONROE COUHTV A TT
03'3D""pm 07-17-2008
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poaseui.on 01" under itS control8Ubject to the proviaiona of Chapter 119,
Florida Statutes, 8nd made or received. by COUNTY and FIRM in
conjunction with this Agreement; and COUNTY shall have the right to
UDiJatcnU1y cancel this Agreement upon violation of this provision by
~. '
8. LlMlTED ~EMNI1Y
P'lRM agrees to indemnitY and hold her.mle88 Monroe County Board of
County Com~;Nionens from any claims. loues, damages, and expeDeee
that County baa that are caU8ed by PmM7fJ ncg1ipnce.
9. {NSURAN~ .
Prior to execution of this agreement, FIRM shaD fumish the COUNlY
Certificates of Insurance indicating the minimum coverage Hmitationa in
the following amounts: .
WORKERS COMPENSA'nON AND EMPLOYER'S UABIUTY
INSURANCE: Where appDcable. coveraae to app1;y for all employees at a
minimum statutory Umita as required by Florida Law.
COMPREHENSIVE AUTOMOBILE VEHICLE LIA8IU'IY
INSURANCE: HIred 8ftd non-owned 8ul1o bbIIty iDaunmce, including applicable
no-fault ooverage. with Jimita ofJiability of not Icsa than. $300,000.00 per
OCCUITerlce. combined. single limit for BodIly hVurY LiabiU1;y and Property
Damage UabiJit;y. Coverage sba1I include; an owned vehicles. all non-
owned vehicles, and all b!red. whicle8.
COMMERCIAL GENERAL UABIU"lY: Commercial generalliabilit;y
coverage with limits of liability of not Ie.. than $300,000.00 per
occurrence oombined ~ Hmit for Bodily lnjwy Liability and l'rope1V
~Age Liability.
PROFESSIONAL UABJL11Y: Ptoteasf0DAll1;AN!fty insurance for
negligence in an amount not less that $500,000.00.
CERTIFICATES OF INSURANCE: Original Certificates of Insurance
shall be provided to the COUNTY' at the time or execution of this
Agreement and certified copies provided if n:queated.. Each policy
certificate shall be endoreed with a provision that not leas than tb.irW
(30) calendar clays' written notice shall be provided. to the COUN'lY befiR
any policy or coverage is canceled or restrictrJd. The underwriter of such
insurance ahal1 be qualified to do buainess in the State or Florida. If
requested by the COUNTY Adn1iniatrator, the insurance coverqe shaJl be
primary insurance with reapect to the COUNIY, ita oflicia1a, employees,
agents end volunteere.
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MONROE COUNTY ATT
03 40 :10 J) In 07 17 - 2006
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10. NON-WAIVER OFlMMUNl1Y
Nothing in thi8 Agreement is intended to act sa a waiver of,the provisions
of Sec. 286.28, Flbrida Statutes, and COUNTY apecifical1;y does not agree
to a wam:r in any form. including but not J.imited to the participation of
COUNTY and P'lRM in this Ap'eement and the aoquiaitIon of any
commercial UabiUty inaurance ctml1'1IF, ee1f-inaurance coverage, or local
government Habiliq, inaurance pool coverage which aball not be deemed
a waiver of immunity to the extent ofHablli.t;y coverage, nor sbaJl any
Agreement entered into by COUNTY be req,uirecl to contain any provision
for waiver.
11. INDEPENDENT CONTRACTOR
At all times and for all purpoeee under thia agreement FIRM is an
independent contractm" and Dot an em.ployee of the Board of COUNlY
Commieaionera of Monroe COUN'lY. No 8tatement contained in this
agreement aha11 be conatrued 80 as to find FIlU4 or any of his emp1oyeea,
subcontractors, servants, or aaents to be employees of the Board of
COUNTY Conw~;seionera of Monroe COUN'lY.
12. NONDjSCRIMlNAnON
COUNTY and FIRM agree that there will be no discrimination &pinst any
person, and it ia ~reeaJ;y understood that upon a detcrmiDation by a
court of competent jurisdiction that diacrimiDation baa occurred, this
~ent autlDm-";cally terminates without any further action on the
part of any part;y, eft'ective the date of the court order. COUNtY and
FIRM agree to comply with all Pederal and Florida lltatutes, and all local
ord.inancea, as applicable, rcIating to nondiscrimination. These include
but arc not Hmited to: 1) Title VI of the Civil RiPtB Act of 1964 (PL 88-
352) wbich prohibita discrimination on the buis of race, color or
national originj 2) Title IX of the Education Amendment of 1972, as
amended (20 use 88. 1681- 1683, and 1685-1686), which prohibits
discrimination on the buill of as; 3) Section 504 of the Reha.bilita.tion
Act of 1913, as amend.ecl (20 use 8. 794). wblch prohibits dlscrimfna.tion
on the basis of }t.'l!'I'Idicap8; 4) 'lbe A8e Diacrimination Act of 1975, as
amended (42 use 88. 6101- 6107) which prohibita discrimination on the
buill of age; 5) 11le Drug Abuee Oflice and ne&tment Act of 1972 (PI.. 92-
255), as amended, re1atiTlg to nondiscrimination on the basis of drug
abuse; 6) The Comprehensive Alcohol Abuse and AlcohoUsm ~tion,
Treatment and Rehabilitation Act of 1970 (PL 91.0616), as amended.
relating to nondiscrimination on the buis of alcohol abuse or alcohoUsm;
7) The Public Health Service Act of 1912, ea. 523 and 527 (42 use 88.
69Odd-3 and 290ee.3), as amended, relating to con5dentiality of alcohol
and drug abuee patent recorda; 8) Title vm of the Civil Rights Act of
1968 (42 use s. et seq.). as amended, relating to nondiecrimination in
the sale, rental or financing of housing;. 9) The Americana with
6
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MONRoe COUNTY A TT
03 40 5& p m 07 17-20011
8"3
DieabiIitiea ACt of 1990 (42 use II. 1201 Note), sa msybe Clm~(fed from
time to time, relatlDg to nondtacrim1natlon on the buill of dieability; 10)
Any other nondiecriminatioD provisions In any}l"ederal or .tate atatutea
which may apply to COutnY and FIRM to, or the au1:Uect matter 01. this
Agreement
13. A3SIGNME~/SUBCONTRACT
FIRM sbaJ1 not ....11' or subcontract ita ohJlrti(ma under this
agreement. earcept in writing and with the prior written approval of the
Board of County Conunl..toner8 of Monroe County, which approval ahall
be subject to auch conditions and proviaion8 as the Board J:Dfq' cleem
neceB88IY. 'l'hB pa1'88t'aph abaJ1 be incorporated by reference into any
assignment or subcontract end any 8Mignee or subcont:ractor shall
comply with aD of the provi8ion8 of tbia agreement. lJn1ese expreaaly
provided for then:in, such approval shall in no 11UlImer or event be
deemed to impoee any additioDaI obligation upon the Board.
14. ~MPLJAlfCJ!: WITH lAW AND U~8E REOtnREMMENTS
In providing all eerrit:ca/ goods pursuant to this agreement, FIRM ahal1
abide by aD. statutee, ordinances, roles and regu1ati0D8 pcrtAfning to, or
regulating the provisions of, such 8enicea, including those now in etl'cct
and hereinafter adopted. Any violation of eaid statutoll, ordinanc::ea, rules
and ~tion8 shall CODStitute a material breach of this agreement and
sb.a11 entitle the Board to terminate this Asrecment immediately upon
delivery of written notice or termination to FIRM. II'IRM shall posse_
proper 1iceneee to perform work in accordance with theee specifications
throughout the term of thl. Agreement.
15. DISCLOSURE AND CONFUCT OP INTEREST
GREENBERG TRAURlG, P.A. is large, natioD8llaw fin:n with clients
throughout Florida involYing B. wide vari~ of mAtters. M such. we may
repl"C8Cl1t existing or future c1iente with matter8 adverse to the County.
Therefore, we have inc1udccl the roUcnrinc conflict waiver to a.ddreae any
conflicts that arise out of existing or future reprcacn.tations. It is
underatood that GREENBERG 1RAURIG, P.A. may I.cpreecot other
preea1t or future cUentB in me~ adverse to Monroe Count;y in legal or
other procec".Hnget other than the matter that is the subject of tbi. letter
or a matter substantift:1y related thereto. Except as dc8cribed above, we
will at aU times adhere to aD applicable guidelinee and provisions of the
Code of Profeasional Reaponaibi1i~. The FIRM aha1l ;m~iaho11y notify
the County in writing if it di8c:o'genI any potentlaletbical impt'lrliment in
executing the eervi.ces described herein. 1be lI'lRM ft~tV" the right to
terminate this contract in that event to reeolve the impediment and shall
not be precluded from repreaenting current or future clients that may be
related to the identified impediment.
7
3Q6:Hl73l>~ I)
MONROE COUNTY A TT
0341 40 p.nl. 07 17.20041
9/13
Upon eXecution ofthi. Agreement, and thereafter .. cbangee may
require, FIRM 8ba1l notify the COUNTY of &l?-Y finanMal interest it may
have in any programs in Monroe COUN'lY which may be substantively
related to the Scope of Work.
COUNT'l and FIRM warrant that, in i-eapect to itself. it baa neither
employed nor ~tained any company or~, other than a bona tide
employee working 1I01ely for it, to IIIOHcit or eecure thia Agreement and
that it baa not paid or agreed. to pe.y any person, compe.ny, corporation,
individual, or firm. other than a bona fide employee working solely for it,
any fee, commission, percentage, gift. or other conaide:ration contingent
upon or reeu1ting from the award or Ynu;'ftg of this Agreement. lI'or the
breach or violation of the provision, FIRM agreea that the COUNTY ahall
have the right to terminate this Agreement without Uabtli~ and, at ita
discretion, to offset from. monica owed, or otbenriae recover, the full
amount of such fee, ooYnft'\i-nn, perc::entaae, gift, or consideration.
16. NO PLEDGE OF' CREDIT
FIRM ah.a1t not p1edsr: the COUNTY'S credit or make it a guarantor of
payment or auret;y for any ocmtract, debt, ob1i.tiOD, judgment, lien, or
any form of ind.ebU:doeu. PIRM f\u1:her W8JT8ftta and .iopreeents that it
haa no obligation or indebtedness that 90Uld impair ita abili~ to fulfDl
the tenDs of this Agreement.
17. NOTICE REOUlREMENT
Any notice required or permitted under thia agreement shall be in writing
and hand delivered or YnAiled, postage pt'epBid, to the other P'iIV by
certified man, returned receipt requested, to the foUowing:
FOR COUNTY:
Ty Symroalri
Marathon Oovemmcnt
Center
Monroe County Growth
Management Department
2798 Overeeaa Highway
Marathon, FL 33050
COUN1Y ATTORNEY
PO Box 1026
Key West, FL 33040
FOR FIRM:
Reginald L. Bouthillier, Jr., Eeq.
Kenneth B. Metclllf, AICP
Greenberg Trauri& P.A.
101 East eon. Avenue
Tallahaasee, Florida 32302
8
3~2Q235-18
MONROECOUNl'Y ATT
03 <42'12p m 07-17-2008
18. TAXES ~- .
The COUN1Y is exempt from payincni ofFJorida State SaJea and. Use
taxes. Jl1RM shan not be amnpted by virtue of the COUNTY'S exemption
from peying 88lce tax to its mppJiers for materia1e ueed to fulfill ita
oh1'rtinna under thi. Agreement, nor is ll'lRM authorized to use the
COUN'IY'S Tu Eumption Number in lIeCWing IIUCb material.. PmM
8hall be reeponBib1e for ur.y and an taxes, or paymente ofwithholding,
related to servioea rendered under tbia agreement.
19. TERUlNATION .
The COUNTY may tcrmh"lf'e this Agreement with or without cause. The
COUNTY may teJ'n'!;ntlte this Asreement for cause with eeven (1) days
notice to JI'IRM. Cause 8bs11 conatitute a breach of the obligations of
FIRM to perform the obligationll enumerated under this Agreea1ent.
Either of COUN"J'Y and FIRM hereto may terrn;'I'IAte thlrs Agreea1ent
without cause by giving the other party mw (60) days written notice of
ita intention to do 80. P'IRM aareea. if at any time in the future Mr.
Metcalf i. no longer with the FIRM tbia Agreement is ift'lwnMiatdy
tcrmina.ted and the FIRM ahall jmm..ntateJ;y notify the COUNTY.
20. GOVERNING LAW. VENUE. INT&RPRETA1'ION. COSTS. AND FEE
This Agreement ahall be govW'nccJ by and. conatnled in accordance with
the laws of the State of Florida applicable to .Agreements made and to be
performed. entirely in the State. In the event that 8IJY cause of action or
administrative prooeol'nftg is instituted for the enforcement or
in~tation ofthia Agreement, the COUN'lY and FIRM agree that
venue willlie in the apploprlate court or before the app.opriate
al'i1";nietrat:ive body in Monroe County, Florida.
21. ~nlATION
The COUNTY and FIRM agree that, in the event of conf1ieting
interpretations of the t.erma or a term of thia Agreement by or bet'W~
any of them the iaue shall be submitted to m,."i-1:imt prior to the
institution of any other administrative or lepl pr00eedin8. Mediation
proceedings initiated. and conducted pursuant to thia Agreement sbaD be
in accordance with the P'lorlda Rules of Civil Procedure and usual and
CU8tom&Iy P!ocWUJ'C8 required by the circuit court of Monroe County.
22. SEVERABIU'lY
If any term, cowmant, condition or provision of thia Agreement (or the
application thereof to any circum.tance or penon) aball be declared
invalid or unenforceable to any extent by a court of competent
juriadiction, the remaining tmma, covm:ianta, conclitfona and proviaions
of this Agreement, aha11 Dot be affected thereby; and aach remaining
term, covenant, condition and proviaion of t:hW Agreement I!Iball be valid
9
10/1;\
3~29nG.18 ~
MONROE COUNTY A TT
03.4247 p.rn 07.17.2006
11 /13
. '.
and ehall be enr~Je to the fullest extent permitted by Jaw tmJeee the
enfon:ement of the remaining term., covenants, conditions amd
. provieions of tbia Agreement would prevent die accomp1iehment of the
original intent of this Agreement. Tbe COUNTY and FIRM agree to
reform the Agreement to replace any stricken provision with a valid
provision that comes as c10ee 8!1 poeaib1e to the inumt or the stricken
provision. '
23. f'IRM~ FEJS ANQ COSTS
COUN'lY and FIRM agree that in the event any ca.uu of action or
8(hniniotrative proceeding is initiated or defended by any party relative to
the enforcement or interpretation of this Agreement. the prevailing perW
shall be entitled to reasonable FIRM'S fees and FIRM~ fees, in appellate
~in88. Each parI;y agrees to pay itl own court costa, inveatisative,
and out-of-pQCket: expenses whether it is the pre"f8i1ina PflIV or n~
through allleve1a orthc court system. '
24. ADJUDICATION OP DISPUTES OR DISAGRlr.RUJr.NTS
COUN'IY and FIRM: agree that all disputes aDd. disagreements s1Wl be
attempted. to be resolved. by meet and confer eeeaiona betYl'Il;...,u
reprcaentativee of each of COUN"lY and FIRM. If no resolution can be
agreed upon within THIRTY (30) ~ after the first meet and confer
seamon, the issue or iuuea aha11 be c:li~eeed at a public meeting of the
Board of COUNlY Cot'm'niaionera. If the isaue or iaauea are still not
resolved to the sati8faction of COUNTY' md FIRM, then any psrty aha11
have the right to seek such relief or remedy as may be proviOed by this
Agreement or by Florida law.
25. COOPERA'nON
In the event auy administrative or legaJ. ~ing is instituted a.inIJt
COUN'IY or FIRM relating to the formation, execution, performance, or
breach of this Alreemcnt, COtnnY and FIRM qrec to participate, to the
extent required by the other party, in an pl'OCetlIil~g., hearings,
processes, meetin.p, and other activities re1ated to the substance of this
Agreement or provision of the eemcea under this Agreement. COUNTY'
and FIRM apeci1ically agree that Arbitration aball not be entered into
under this Agr=meqt.
26. BINDING EI".l'"o..-r
'111e tame. covenants, conditions, and proriaiona of this Agreement ahaU.
bind and inure to the benefit ot COUNTY end FIRM and their respective
legal rep1'eBeDtatives, suoceStlO1'II, and aaeigne.
27. AUTHORl'lY
10
. .
30521t2is1.' MONROECOUNTY.tITT
0343'20p.m. 07-17-2001J
12113
COUN'lY and FmM repretIe%1t and warrant to the other that the
c:KeC\:ltion, de1iveJy and perfotmance ofthia ~t have been duly
authorized by all DeQeU8J'Y Count;J and corporate adion, sa required by
law.
~8. C~S FOR P'EDJSRAL OR STATE AID
COUN'1Y and FIRM qree that each aha1l be. and ia, empowered to apply
for, seek, and obtain federal and state funda tD ftCrther the purpotIe of
tbla Agreement; provided that all application., requeata, grant propoea18~
and functiDg aolidtationa ahall be approved by each. ~ prior to
submisaion.
29. PRMLEGES ~ IMMUNITIES
All of the prMlegea and immunities from Uability, exempdona from lawa.
ol'djrUlftee8,and rules and penaiona and relief, di8abiJity, WOIkm'a'
compensation, and other benefits which apply to the activity of ofticera,
agents, or employees of any public apntB or employees of the COUNTY,
when perfo1'D:Lin8 their reapecUye functions under tbia Agreement within
the terrltoriallimita of the COUNTY aball apply to the same degree and
extent to the perfonnaDce of such function8 and duties of such ofticens,
agents, volunteera, or employeea outside the te:rritorial limits of the
COUNTY.
30. LEGAL OBUGATfONS AND R2RPONSIBILmES
This Agreement is not intended to, nor aba11 it be construed sa, reli.evi.Qg
any participating entit;y from any obliption or reapon8ibility imposed
upon the entity by Jaw except to the ezt.en.t of actual and timely
performance thereof by any participating enti~, in which case the
performance ~ be offered in aatiaraet:ion of the obIfgation or
reaponsibility . Further. this Agreement is not intended to, nor' sba1l it be
<Xm8trUed as, authorizing the delegation 01 the constitutional or statutory
duties of the County, except to the extent permitted by the P"lorid8.
constitution, state statute, and case Jaw.
31. riON-RE~CE BY NON-PARTIES.
No penson or entity ahall be entitled to ~ly upon the terms, or any of
them, of this Agreement to enforce or attempt to enforce any third-party
claim or entitlement to or benefit of any aeni.ce or program contemplamcl
hereunder, and COUNTY aDd JIIRM agn:e that neither COUN1Y nor FIRM
or any agent, officer, or employee of either ehaJl bave the autbori~ to
inform, counae1, or otherwise indicate that any particular individual or
group of individuals, entity or entitiea, have entitlements or benefits
under this Agreement separate and apart, inferior to. or superior to the
communi1;y in general or for the purposes contemplated in this
Agreement.
11
. . , - . I ..
3852112aaia MONROE COUNTY ATT
O:t:43 54 p.m 07-17-2008
. I . .
33. NO PERSONAL UABnnY
No CO\"enant or agreement contained herein eha1l be deemed to be a
covenant 01' agreement of any member, afftcer, Bp1t or employee of
Monroe COUNTY in his or her individual capaei~, and no member.
officer, agent or employee of Monroe COUN'lY shall be liable penona11y
on this Agreement or be subject to any penonal liability or accountability
by reuon of the execution of this Agreement.
34. EXECU'l'ION IN COUNTERPARTS
Tqis Agreement may be eBlCUtIMi in any number ofcouoterpartB, each of
which shall be regarded as an Qrlgfnal, all ofwhicb taken together ahaJ1
constitute one and the same inst:rumeDt and any of COUNTY' and FIRM
hereto may execute tbie Agreement by aigning a:n:y 8UCh counterpart.
35. SECTIpN HEADINGS
Section head.ings have been inaerted in this Agreement as a matter of
convenience o!referenoe only. and it is agreed. that auch section
headings are not a part of this Agreement and wil1 not be ueed in the
interpretation of any provision or this Agreem.cnt.
IN WITNESS WHEREOF, COUNTY and FIRM hereto have executed
this Agreement on the day and date first written above in four (4)
counterparts. each of which aha1l, without proof or accounting for ~
other counterparts, be deemed. an original ~ent.
BOARD OP COlJNIY
COMMISSlO OF
MONROE . P'LOIDA
Witnesaea:
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As 1~ autborid
to sign Agreements an beht ~
of Oreen.berg~ P.A. op:c
DATE: ~ ~~~
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