Item Q16
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: ~ J~ ~ Division: COUNTY ATTORNEY
Hulk Item: Ye(( No Staff Contact Person: Natileene W. Cassel
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AGENDA IT_WORDING: /
Approval of Ken Metcalf, AICP, of the firm Greenberg Traung, P.A. to aSSIst the County
by providing professional planning services, and review of the Hurricane Evacuation
Model to identify and implement potential refinements that would increase the current
and future permitting capacity for affordable housing and to negotiate with the DCA on
this issue, and to support the planning efforts ofthe Affordable Housing Task Force.
ITEM BACKGROUND:
The Affordable Housing Task Force wishes to determine the impact, if any, on the
Hurricane Evacuation Model if the DCA approved the awarding of future building
permits in the near future to enable the building or more affordable housing, the task
force also desires to have a planner with knowledge of administrative and legislative
bodies to advise it and to negotiate with these bodies if needed.
PREVIOUS RELEVANT BOCC ACTION:
The HOCC has established the Affordable Housing Task Force and appointed the
members of the Task Force.
CONTRACT/AGREEMENT CHANGES: N/A
I
STAFF RECOMMENDATIONS: Approval
TOTAL COST:
BUDGETED: YES
NO
COST TO COUNTY:
SOURCE OF FUNDS:
REVENUE PRODUCING: YES ~_ AMOUNT PER MONTH_ Year_
APPROVED BY: County Atty OMBlPurchasing _ Ris an ement
I'() 3 1i'1
DIVISION DIRECTOR APPROVAL:
DOCUMENTATION:
Incl ed_
nne . Hu on
Not Required
AGENDA Item# ~ ~
DISPOSITION:
P:\WordICONSULTING CONTRACTS AND AMENDMENTSINON ATTORNEY CONSULTINGVooe I 2006 AIS.doc
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~052923'51.
MONROE COUNTY ATT
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03:31:32 p.m. 07-"\7-2006
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ADR""1,!~ FOR 8BRVICBS
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6KJIiIMDiokG~uRlO. PA.
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THIS AGREEMENT made and entered into this l!.- day of July,
2006, by and between MONROE COUNTY, a political subdivision of !he
State of Florida (""COUN'l"Y"), whose address is 1100 Simonton Street, Key
West, Florida 33040 and Greenbe1"g Traurig, P.A" whose address is 101
East College Avenue, Tallahassee, fi'lorida 32302, its successors and
Il8lligns, hercinafter refened to as "FIRM". The contract services Bhall be
performed by Kenneth Metcalf, AICP, Director of Planning Services for
FIRM, except for legal senices dC8C1'1"bed herein.
WITNESSEtH;
WHEREAS, COUNTY desires to employ the professional services of
FIRM to assist COUN'IY; and
WHEREAS, FIRM has agreed to provide professional services as
defined in the Scope of Work be1aw.
NOW, THEREFORE, in consideration of the mutual promises,
coorenants and agreements stated herein, and for other good and valuable
consideration, the 8"ft'lcieney ofwhich is hereby acknawl~ged; COUNTY
and FIRM agree as fullows;
1. THE AORltF.MENT
The Agreement consists of this document only. Any other Agreements
between the parties separate are independent agreements and shall be
read, interpreted and enforced as separated independent BgI""""ents.
2. SCOPE OF THE WORK
The FIRM shall assilrt COUNTY by providing professional services, to
review the Hunicane Evacuation Model in order to identify and
implement potential refinements that would increase the current and
futl.Q.-e permitting capacity for aft'ordab1e housing; to negotiate with the
Department of Community Affairs on this issue; and support the
planning efforts of the Affordable Housing Task Force to encourage
development of affordable housing in the Florida Keys
This Agreement is limited to planning services, except fur the
limited legal services described herein.
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MONROE COUNTY ATT
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3. REPRESENTATIONS ANt> W~
FIRM warrants that he is authorized. 'by law to engage in the performance
of the actiritles herein described; subject to the terms and conditions set
forth in this .Agreement. .
A. FIRM shall at all times exercisc. independent, professional
judgment and shall assume professional re'POllsibility for the services to
be provided.
B. FIRM shall maintain all necell8llI'y licenses, permits or other
authorizations necessary to act as FIRM for the Project until the FlRM'S
duties hereunder have been fuIJy satisfied;
C. FIRM auumes full responsibility to the extent allowed by law
with regards to his performance and those directly under his employ.
D. FIRM shall provide services using the following standards, as a
minimum requirement, FIRM shall maintain adequate staffing levels to
provide the services required under the .Agreement, FIRM personnel shall
not be employees of or have any contractual relationship with the
COUN'IY, and all personnel engaged in performing services under this
Agreement sh.a.ll be fully qualified, and, if required, to be authorized or
permitted under State and 1oca1law to pe.r.....m such services.
E. FIRM'S aervice8 shall be performed as expeditiously as is
consistent with profe88ional &kill and care and the orderly progress of the
work.
F. FIRM is an independent contractor under this Agreement. In
providing the services, FIRM and, its agents shall not be acting and shall
not be deemed as acting as o1Iicers, employees, or agents of the COUN'lY, .
nor sh.a.ll they accrue any of the rights or benefits of a COUNTY
employee.
4. PAYMENTS TO ~
A. COUN'lY'S performance and ob1iw'lfun to pay under this
agt&ment, is contingent upon annual appropriation by the Board of
COUNIY Commissioners.
B. COUNl'Y shall pay in accordance with the Florida Prompt
Payment Act; payment will be made periodically, but no more frequently
than monthly, in arrears as hereinafter set forth.
C. FIRM shall submit detailed, ihmlized invoices to the COUN'lY
with supporting documentation accept8.ble to the Clerk based on
generally accepted accounting principles and such laws, rules and
regulations as may goveuL the Clerk's disbursal of funds.
D. The pricing for the different types of work shall be as fonows:
1) the total contract amount of this Agreement including all
fees and expenses is TWEN'lY 1HOUSAND DOLLARS AND NO/cents
($20,000.00); however, both parties agree that this contract amoWlt may
not be sufficient to complete the scope of work. depending on the number
of requested meetings, eartent of negotiations required and other activities
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3052923516
MONROE COUNTV ATT
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deeml'd by the parties as neoeBSaIy or approPr4tte to support the eJforts
of the task force to promote affordable lIouaing. It is anticipated that the
parties willlurther define the specific activities listed in the scope of work
in order to further refine future Contract amoUnts if the contact amount
allocated in this agreement is reached. Services provided by Mr.
Bouthillier shall be limited to generaIsupervision of contract
implementation pursuant to Paragraph 14 'and shall not exceed $500.00
2) FIRM will be paid for his or her services based on the
number of hours expended on bebalfofCOUN'lY (rounded to the nearest
tenth hour for each time entry), not to include time h~ble to or
compensaUld by other clients, muJ"P1ied by the FIRM'S hourly rate WI eet
forth below:
Kenneth B. Metcalf $220.00 per hour ~
. _1,-0'011 ~
Reginald L, Bouthillier, Jr., Esq. ~ per hour
3) The following minimum billing documentation and time-
keeper requirements are a condition precedent to pI\VDleJ1t by the COUNTY.
At a minimum the invoices shall state the name of the rlm..\alepec, a
description of the task pe.fu..meJ, the amount of time dIpeDded by each
time-lreeper daily (and, within each day, broken down by task where more
than one ptoj.,vt or task was wor1md. upon within the same c:Ja.v). In a
8lUDID8Iy at the beginning or end of the bill, provide the hourJ;y rate for each
time-keeper, the total time bi11ed by each time-keeper in that bill, the
prociuct of the total time and hourJy rate for each time-keeper, the total fees
charged, and a reconciliation bel_"".l the amount chargied and any
appHcable estimA1"Pd, or budgeted amount, by taSk. In addition, each
monthJ;y statement should show the agg._t.e biIJing for that matter from
the commencement of the matter through the currentl;y-billed month.
FIRM shaIl describe within eech it=1lzed daily task entry, in
s"ffi~ent detBi1 to readily allow the COUNTY to determine the necessi1;y
for and reasonableness of the time expended, the services perfur.med, the
project or task each service relates to, the su1!iect and pmpose of each
service, and the names of others who were present or communicated
with in the couree of performing the service.
FIRM will bin COUN'lY onJ;y for time reasonabJ;y and
necessarily incurred to render professional services on COUNTY'S beha1fin
accordance with this Agreement. Time attributable to billing questions is
not billable. Time expended by time-keepeI B who have not been approved by
COUNlY as i1>tl;,..,twi above is also not billable.
FIRM will charge no more than the hourly rate quoted above
throughout the duration of the Agnlcment, unless otherwise agreed upon
and aPP1o~ by the Board of COUNTY Commi_.voners. The mtes FiRM
will charge COUN'lY represent the lowest rates charged. by the 8aDle time-
keepers to other clients. In the event that 10wer rates or diacounts are
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3052923516
MONROE COUNTY ATT
03;39:f3p.m. 01-17.2008
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provided to other clients, FIRM and apY.Um 1:ime-kcepers will al80 provide
them on the same basis to COUNl'Y.
To the extent the FIRM.mAlr~ Use.of ~ work prod:u~
e.g., in the form ofrG8emch y.".iuuslypc1.lo.uued for anothercli.ent; then
FIRM may bill on1y that time expended in using that werle product for
COUNTY. In other words, no}>L....dum, I11lU'kup, or other IUijuslment may
be made to bill COUN'IY for time spei1t on work already performed.
4) F7RM will charge expenses such as travel, per diem,
meals, mileage, hotel, or airfare shall be paid liIlX:ording to Fl. Statute
112.321 and according to Chapter 2 Adminiatrati.on, Article XXVI of the
Monroe COUNTY Ordinances, however, time spent in transit, locaJb' or
oI:h.a wb,." may be billed only if FIRM or time-Ia:eper is unable tD avuid
traveling by using other forms ofoommunication. Travel by more than one
time-keepc... at the eame time to the same destination is not allowed without
prior&.yy.oval from COUN'lY. Al')Uouved 1:ra:vel time will be billed at the
hourly rate listed for the time-keeper.
Actual cost for necea&ary long distance telephone calls,
telecopying at $.25 per outgoing page, ovemigb.t or expedited deIiveIy,
CO'U1'ierl!I, photocopying at $.15 per page, postage, court fees, and other
ex:penses approved in advance by COUNTY or as listed below:
FIRM is expected to avoid using expedited or emergency
services, such as _pross delivc1y ller\Iices, couriers, teleoopying, ovm tiu.."
and 80 on, unless n".: ~!lary ~,_ of tmeA}lC(.b.d developments or
e...t:I~ short If....lfUnes. COUNTY may refuse II> pay for any such
. ~n~s when in=mld routinely or because ofFIRM'S t"aih.tre to IIIII:I:IBge
the tnAtt\!:r efficiently.
FIRM is expected to use cmn~ resean:h services cost-
eIfectlwly txl reduce time spent on reaean:h, for example, while closely-
monitoring comput.crized research to iIislire that the charges are
reasonable and necessary. FIRM is expeclEd II> pIl88 through txl COUNTY
any discounts or other 81T"IflIrY'mts that reduce the cost of computerized
services.
5. TERM OF AGREEMENT
This Agreement commences on the date of the execution by all parties,
and ends on the 19'h day of July, 2007, unless tmminated earlier under
paraglaph 18 of this Agreement or upon payment of the total
compensation whichever comes first.
6. FIRM'S ACCEPrANCE OF CONDmONS
FIRM has, and shall maintain throughout the term of this Agreement,
appropriate licenses; proof of such licenses and approvals shall be
submitted to the COUN'lY upon request.
7. PUBUC ACCESS
COUN'IY and FIRM shall allow and permit reasonable access to, and
inspection of, all documents, papers, letters or other materials in its
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03:39:49 p.m, 07-17-2006
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posseSsion or under its control subject to the provisions of Chapter 119,
Fiorida Statutes, and made or received by COUNTY and FIRM in
conjunction with this A(s1eement; andCQUN'IY shall have the right to
unilaterally cancel this Agi..cule~t upon violation of this provision by
FIRM.
8. UMlTED IW>EMNlTY
FIRM agrees to indemnifY and hold harmless Monroe Count;y Board of
Count;y Cnmtni...uoners from any claims, losses, damages, and expenees
that Count;y has that are caused by FlRM'S n...gJigtmce. .
9. INSURANCE
Prior to execution of this agreement, FIRM shall furnish the COUNTY
Certificates of Insurance indicating the minimum coverage limitations in
the foRowing iUnoUnts: .
WORKERS COMPENSATION AND EMPLOYER'S LIABIUTY
INSURANCE: Where applicable, coverage to apply for aD employees at a
minimum BtatutoJY limits as required by Florida Law.
COMPREHENSIVE AUTOMOBILE VEHICLE UABJIJ'lY
INSURANCE: HiRId and oon-owned auto I/abIUty insurance, including applicable
no-fault coverage, with timitl9 ofliabilit;yofnot less than $300,000.00 per
occurrence, combined single limit for Bodily Injury Liability and Property
Damage LiabiHt;y. Coverage shall include; aD owned vehicles, all non-
owned vehicles, and all hired vehicles.
COMMERCIAL GENERAL LIABILITY: Commercial general liability
coverage with limits of liabilil;y of not less than $300,000.00 per
occurrence combined sipgle limit for Bodily Injury LiabiHt;y and Property
D'I)'TlAgp Liabilit;y.
PROFESSIONAL LlABILTIY: Professional liability 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 of e,recution of this
Ag1. cement and certified copies provided if requested. Each policy
certificate shall be endorsed with a provision that not less than thirty
(30) calendar days' written notice shall be provided to the COUNTY before
any policy or oo~"...ge is canceled or restricted. The underwriter of such
insurance shall be qualified to do business in the State of Florida. rr
requested by the COUNTY ,4tfminiAtrator, the insurance coverage shall be
primary insurance with respect to the COUN'IY, its officials, employees,
agents and volunteers.
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MONROE COUNTY An
03:.0:20p_m 07R17~2006
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10. .. NON-WAIVER OF lMMUNl'lY
Nothing i,n this Agreement is intended.to act as a waiver of the provisions
of Sec~ 286.28, l1'lori!la Statutes, and COUNIY specificaJly does not ~
to a waiver in any rorm. including but not .limited to the participation of
COUNTY and FIRM in this Agreement and the aoquillition of any
commeroialliability insurance ""...lUge, self-insurance cove.age, or local
~u...udJ1ent liability insurance pool coverage which sha1l not be tt-...ed
a waiver of immunity to the extent of liability coverage, nor shall any
Agreement entered into by COUN'lY be required to contain any proriBion
for waiver.
11. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement FIRM is an
independent contractor and not an employee of the Board of COUNTY
Commissioners of Monroe COUNTY. No statement con!Bined in this
agreement shall be construed 80 as to find FIRM or any of his employees,
subcontractors, servants, or agent8 to be employees of the Board of
COUNTY CoTnTn;S8ioners of Monroe COUNTY.
12. NONDISCRIMINATION
COUNTY and FIRM agree that there will be no discrimination against any
person, and it is expressly understood that upon a d~rmination by a
court of competent jurisdiction that discrimination has occurred, this
Agreement automatically terminates without any furt:b<< action on the
part of any party, effective the date of the court order. COUNTY and
FIRM asree to comply with all Federal and Florida statutes, and a11local
ordinances, as applicable, relating to nondiscrimination. 1bese 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 lX of the Education Amendment of 1972, as
amended (20 use S8. 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 use s. 794J, which prohibits disctimin.ation
on the basis Qf handicaps; 4) The Age Discrimination Act of 1975, as
amende4 (42 use 88. 6101- 6107) which prohibits discrimination on the
basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 fPL 92-
255), as amended, relating to nondillCrimination on the basis of dn.1g
abuse; 6} The Comprehensive Alcohol Abuse and Alcoholism f\...et.tion,
Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended,
relating to nondiscrimination on the ballis of alcohol abuse or alcoholism;
7J The Public Health Service Act of 1912, 88. 523 and 527 (42 use ss.
69Odd-3 and 290ee-31, as amended, relating to corifidentiaJity of alcohol
and drug abuse patent records; 8) Title VIII of the Civil Rights Act of
1968 (42 use 8. et seq.), as amended, relating to nondiscrimination in
the sale, rental or financing of housing;. 9J The Americans with
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Disabilities ACt of 1990 (42 use s. 1201 Notel, as maybe amended from
time to time, relating to nondillCI'imi.nS.tion on the basis of disability; 10)
Any other nondiscrimination provisions in any Federal or state statutes .
which ma,y apply to COUN1Y and FIRM to, or the sul:!lect matter of, this
Agreement . .
13. ASSIGNMENT/SUBCONTRACT
FIRM shall not as..igro or subcontract its oh1ilJl'tions under this
agreement, except in writing and with the prior written approval of the
Board of County Commissioners of Monroe County, which approval sha11
be subject to such conditions and provisions as the Board ~ deem
necesSlUy. This paragraph shall be incorporated by reference into any
asaignment or subcontract. and. any ....<>ilV'ee or subcontractor shall
comply with all of the proviBions of this agreement. Unless expressly
provided for therein, such app.<o~al sha11 in no manner or event be
deemed to impose any additional obtigation upon. the Board.
14. COMPLIANCE WITH LAW AND UCENSE REOUIREMMENTS
, .
In providing all tlel'VU;es/goods pursuant to this agaee......ent, FIRM shall
abide by all statutes, ordinances, rules and regulations pe1'I:ainiIJ8 to, or
regulating the provisions of, such services, including those now in effect
and hereinsfter adopted. Any violation of said statutes, ordinances, rules
and regulations shall constitute a material breach of this agreement and
shall entitle the Board to terminate this Aw...cluent imm.ediatcly upon
delivery of written notice of termination to Ji'iRM. FIRM shall po68e$8
proper licenses to perform work in accordance with these specifications
throughout the term of this J\greement.
15. DISCLOSURE AND CONFIJCT OF INTEREST
GREENBERG TRAURlG, P.A. tslarge, national law firm with clients
throughout Florida involving a wide variety of matters. As such, we may
represent existing or future clients with matters adverse to the County.
Therefore, we have included the following confiict waiver to address any
contlicts that arise out of existing or future represe:ntation. It is
understood that GREENBERG 1'RAURIG, P.A. may represent other
present or future clients in mattcnl adverse to Monroe County in legal or
other prDCGcdings, other than the matter that is the sul:!ject of thislettcr
or a matter substantively related thCTeto. Except as described above, we
will at all times adhere to all applicable guidiilines and provisions of the
Code of Professional Responsibility. The FIRM sha11 immediately notifY
the County in writing if it discovers any potential ethical impediment in
executing the services described herein. The FIRM resetVes the right to
terminate this contract in that event to resolve the mpNIiTnent and shall
not be precluded from representing current or future clients that may be
related to the identified impediment.
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MONROE COUNTY ATT
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Upon eirecution of this Agreement, and th.Crea.fter as changes ri1a;y
require, FIRM shall nPtify the COUNTY of any financial interest it ~
have in any programs.in Monroe COUNTY which may be substantively
related to the Scope of Work..
COUNTY and FIRM warrant that, in respect to i\:8elf, it has neither
employed nor retained any company or~, 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, compsny, corpomtion,
individual. or film, other than a bona tide employee working solely for it,
any fee, commiuion, percentagl:, gift, or other consideration contingent
upon or resulting from the award or mAlring of this Agreement. For the
breach or violation of the provision, FIRM agrees that the COUN'IY shall
have the right to terminate this Agreement without liabilit;y and, at its
discretion, to offset from monies owed, or otherwise recover, the full
amount of such fee, commission, percentage, gift, or consideration.
16. NO l'f .~nGE OF CREDIT
FIRM shall not pledge the COUNTI'S credit or make it a guarantor of
payment or surety for any contract, debt, obligation, jl1rfgJnent, lien, or
any fonn of indebtedness. FIRM further wanants and represents that it
has no obligation or indebtedneas that would impair its abllit;y to fulfill
the terms of this Agreement.
17. NOTICE REOUIREMENT
Any notice required or permitted under this agreement shall be in writing
and hand delivered or mailed, postage prepaid, to the other paIi;y by
certified mail, returned receipt requested, to the following:
FOR COUN'lY:
Ty Symroski
Marathon Government
Center
Monroe County Qrowtb
Management Department
2798 Overseas Highway
Marathon, FL 33050
COUN'lY ATl'ORNEY
PO Box 1026
Key West, FL 33040
FOR FIRM:
Reginald L. Bouthillier, Jr., Esq.
Kenneth B. Metcalf, MCP
Greenberg Traurig, P.A.
101 East Conege Avenue
Tallahassee, Florida 32302
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MONROE COIlNlY An
03:42~12p.m. 07-17-2006
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18. TAXES .
The COUN'IY is exempt from P~Cnt of Florida State 8e.les and Use
taxes. FIRM shall not be cxen:lpt.ed by virtue of the COUN'lY'S exemption
from paying sales tax to its suppliers for materials used to fulfiJ1 its
obligations under this ~.,.,...ent, nor is FiRM aUthorized to use the
COUN'lY'S Tax Exemption Number in aecuring such materials. FIRM
shall be reBpODsibJe for any and all taxes, or payments of withholding,
related to services rendered under this agreement.
19. TERMINA1l0N .
The COUN1Y may terminAte this Agreement with or without cause. The
COUN'lY may terminate this Agreement for cause with seven (1') days
notice to FIRM. Cause shall constitute a breach of the obligations of
FIRM to perform the obligations enumerated under this Agreement.
Either of COUN'lY and FIRM hereto may terminate this Agreement
without cause by giving the other part;y slx1;y (60) days written notlpe of
its intention to do 80. FIRM agrees, if at an;)' time in the future Mr.
Metcalf is no longer with the FIRM this ~t is immediately
terminated and the FIRM shall immediately natit'the COUN'lY.
20. GOVERNING LAW. VENUE. JNTERPRETA1l0N. COSTS. AND FEE
This Agreement Bhall be governed by and construed in accordance with
the laws of the State of Florida applica.ble to Agreements made and to be
perfonned entirely in the State. In the event that any cause of action or
administrative proceeding is instituted for the enforcement or
interpretation of this Agreement, the COUN'lY and FIRM agree that
venue wUllie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida.
21. MEDIATION
The COUN1Y and FIRM agree that, in the event of conflicting
interpretations of the terms or a term of this Agreement by or between
any of them the issue shall be submitted to ","";.;t!nn prior to the
institution of any other administrative or legal proceeding. Mediation
proceedings initiated and conducted pllrBUant to this Agreement shall be
in accordance with the Florida Rules of Civil Procedure and usual and
customary procedures required by the circuit court of Monroe County.
22. S~RABlLlTY
If any term, covenant, condition or prOvision of this Agreement (or the
application thereof to any circumstance or person) 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
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and $all be enforc~ble to the fulIestextent permitted by law unle88 the
enforcement of the remaining terms, covenants, conditions and
provisions of this Agreement would prevent the accomplishm<mt of the
originaJ int<mt of this Aga.........ent. The COUN'lY and FIRM agree to
rd"orm the Agreement to Al~ any stricken provision with a valid
provision that comes as close as po881Ole to the int<mt of the stricken
provision.
23. FIRM'S FEES AND COSTS
COUNTY and FIRM agree that in the event any cause of action or
administrative proceeding is initiated or defended by any party relative to
the enforcement or interpretation of this Agreement, the prevailing party
shall be entitled to reasonable FIRM'S fees and FIRM'S fees, in appellate
proceedings. Each party agrees to pay its own court costs, investiptive,
and aut-of-pocket expenses whether it is the prevailing party or not,
through. all levels of the court system.
24. ADJUDICATION OF DISPUTES OR DISAGREEMENTS
COUNl'Y and FIRM agree that all disputes and disagreements shall be
attempted to be resolved by meet and confer _&ions betw..en
representatives of each of COUN'lY and FIRM. If no resolution can be
agreed upon within THlR'lY {30} days after the first meet and confer
Bession, the issue or issuCB shall be discusaed at a public meeting of the
Board of COUN'lY Commissioners. If the issue or issues are still not
resolved to the satisfaction of COUN'lY and P'1RM, then any party shall
have the right to seek such Allie! or remedy as may be provided by this
Agreement or by Florida law.
25. COOPERATION
In the event any administrative or lelPlI proceeding is instituted against
COUN'IY or FmM relating to the formation, execution, performance, or
breach of this Aga cement, COUNTY and FIRM agree to participate, to the
extent required by the other party, in all proceedings, hearings,
processes, meetings, and other activities Rl1ated to the substance of this
Agreement or provision of the services under this Agn;.cment. COUN'lY
and FIRM specifically agree that Arbitration shall not be entered into
under this AgreemeI!-t.
26. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall
bind and inure to the benefit of COUNTY and FIRM and their respective
lelPlI representatives, successors, and assigns.
27. AUTHORl1Y
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MONROE COUNTY A TT
03:43:20 p.m. 07-17-2006
COUN'IY and 'FIRM represent and warrant to the. other that .the
execqtion, delivexy and performance of this Agreement have been duly
authorized by all necessary County and corporate action, as required by
law.
~8. CLAIMS FOR FEDERAL OR STATE AID
COUN'lY and FIRM agree that each shall be, and is, empowered to apply
Cor, seek, and obtain CedeJ'al and state funds to further the purpose of
this Agreement; provided that all applications, requests, grant proposals,
and funding solicitations ahall be approved by each party prior to
submission. .
29. PRIVILEGES AND IMMUNmES
All of the privileges and immunities from H~hillty, exemptions from Jaws,
ordinances, and roles and penaions and relief, disability, wurkers'
compensation, and other benefits which apply to the activity of officera,
agents, or employees of any public agmlts or employees of the COUNT'l,
when performing their respective functions under this Aes>..........ent within
the tenitoriallimits of the COUNlY shall apply to the same degree and
extent to the performance of euch functions and duties of such officers,
agentB, volunteers, or employees outside the te:nitoriallimitB of the
COUNTY.
30. LEGAL OBUGA'I'lONS AND RESPONSmlLITIES
This Agreement is not intended to, nor shall it be construed as, relievlng
any participating entity ~ any obliglotion or responsibility imposed
upon the entity by law except to the extent of actual and timely
performance thereof by any participating entity, in which case the
pexformance may be oUered in satisfaction of the obligation or
responsibility. Further, this Agreement is not intended to, nor shall it be
constnIed as, authorizing the delegation of the constitutional or stBtutDzy
duties oC the County, except to the extent permitted by the Florida
constitution, state statute, and case law.
31. NON-REUANCE BY NON-PARnES.
No person or entity shall be entitled to rely upon the terms, or any oC
them, of this Agreement to enforee or attempt to enforce any third-party
claim or entitlement to or benefit of any service or plog&...n contemplated
hereunder, and COUN'IY and FIRM agree that neither COUNTY nor FIRM
or any agent, officer, or employee of either shall have the authority to
inform, counsel, or otherwise indicate. that any particular individual or
group of individuals, entity or entities, have entitlements or benefits
under this Agreement separate and apart, inferior to, or superior to the
communi1;y in general or for the p=poses contemplated in this
Agreement.
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33. NO PERSONAL LIABILITY
No covenant or agreement ccmtained.i!.erein 8hall be deemed to bea
covenant or agreement of any.mem1:ler. officer. agent or employee of
Monroe COUNTY in his or her iridividual capacity, and no member,
officer, agent or employee of Monroe COVN'lY shall be liable personally
on this Agreement or be subject to any pet sonalliability or accountability
by reason of the execution of this Agreement.
34. EXECUTION IN COUNT):!;l<I:'ARTS
'n\is Agnlement may be executed in any number of counterparts, each of
which shall be regarded as an origiIJal. an of which taken fDgether shall
constitute one and the same instrument and any of COUNTY and FIRM
hereto may execute this A8teement by signing any such counterpart.
35. SECTION ~Dl~
Sectlon headings have inserted in this Agreement as a matter of
convenience of reference only, and it is agreed that such section
headings are not a part of this Agreement and will not be used in the
interpretation of any provision of this Agreement.
IN WITNESS WHEREOF, COUNTY and FIRM heretb have executed
this Agreemeht on the day and date first written above in four (4)
countc1pWts, each ofwhich shall, without proof or accounting for ~
other counterparts, be deemed an original Agreement.
(stw.)
Attest: DANNY L. KOIHAOE, CLERK
BOARD OF COUN'lY
COMMISSIONERS OF
MOm<<lE COUNTY, FLOlDA
By: J>epul;y
Ml\'YOl' Cha:ra "SonnY' McCoy
DATE:
By:
Clerk
DATE:
wrtnesses:
l~~'" W~ttv
DATE:~J/K';t, "
(~~
DATE: 7 /I~ ~
As 1egailly authorized
to sign AgreeDJ8l1tB on behalf
ofOreen~ P.A.
DATE: ~
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UNTY ATTORNEY