02/27/2009 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DA TE:
March 23, 2009
TO:
Roman Gastesi
County Administrator
FROM:
Connie Cyr
Aide to County Administrator
Pamela Hancoc~
Deputy Clerk LJJ
A TTN:
At the February 27,2009, Board of County Commissioners meeting the Board granted
approval and authorized execution of an Agreement between Monroe County and Tew Cardenas,
LLP for state and federal lobbyist services. The Board authorized an Amendment to this
Agreement at the March 18, 2009 BOCC meeting.
Enclosed is a duplicate original of each of the above-mentioned for your handling.
Should you have any questions please do not hesitate to contact this office.
cc: County Attorney
Finance
Filev'
AGREEMENT BETWEEN MONROE COUNTY AND
TEW CARDENAS LLP
THIS AGREEMENT, made and entered into this JY1ay of J~. 2009, by
and between the BOARD OF COUNTY COMMISSIONERS OF MONROE CO , FLORIDA,
("COUNTY"), a political subdivision of the State of Florida whose address is 1100 Simonton
Street, Key West, Florida 33040, and TEW CARDENAS LLP ("ATTORNEY,") .
WHEREAS, Chapter 99-395, Laws of Florida, requires that onsite sewage treatment and
disposal systems be compliant with regulations for etlluent discharge by July 1, 2010; and
WHEREAS, Monroe County, independent special districts, private utilities, and
municipalities (the wastewater authorities) are engaged in efforts to provide centralized
wastewater treatment plants and collection systems throughout the Florida Keys or are upgrading
their treatment systems to meet the 2010 requirements; and
WHEREAS, Chapter 2008-49, Laws of Florida (the "Act"), effective July 1, 2008,
authorizes the issuance of bonds, and authorizes the provision of funds from the Save Our
Everglades Trust Fund over a four-year period for the Keys Wastewater Plan starting in July
2009; and
WHEREAS, it is critical to the development and construction of wastewater treatment
and collection systems at costs that the local property owners can afford to obtain the full amount
of the State bond monies authorized; and
WHEREAS, the wastewater authorities have indicated an interest in sharing the costs of
a contract between the County and the Attorney to lobby the State to issue bonds and appropriate
$50,000,000 per year to the wastewater entities in the Florida Keys, as well as any other efforts
to obtain federal or state funding for wastewater and infrastructure projects in the Florida Keys,
and to lobby State regulatory agencies to relax or amend their rules to allow property owners to
come into delayed compliance with Ch. 99-395 if their wastewater authority has one or more
projects scheduled but not completed by July 1, 2010; now, therefore,
In consideration of the mutual covenants and provisions contained herein, the parties
agree as follows:
1. THE CLIENT
The Client is the COUNTY, and to the extent ethically permissible, it's elected and appointed
officers and its employees, in alliance for the PUrpOses of this agreement with the cities of Islamorada,
Key West, and Marathon, Key Largo Wastewater Treatment District and the Florida Keys Aqueduct
Authority, unless COUNTY advises ATTORNEY otherwise. The services provided under this
agreement shall be provided for the collective benefit of the county and the entities named in this
paragraph.
2. THE ATTORNEY
ATTORNEY is the individual or Professional association named above and whose legally authorized
signature appears at the bottom of this Agreement. ATTORNEY is licensed to practice law in all
jurisdictions relevant to this matter. ATTORNEY has been retained specifically because
ATTORNEY is understood by COUNTY to be able to handle this matter. If ATTORNEY
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practices with others who may also provide services to COUNTY, he or she understands that
COUNTY expects that ATTORNEY will be responsible for managing the representation, assuring
compliance of others with the terms of this Agreement and ethical requirements, preparing and
substantiating all bills, and communicating with COUNTY. ATTORNEY may not delegate or
outsource this work without full written disclosure to, and prior written approval from, the
COUNTY.
3. TERM OF AGREEMENT
This Agreement and representation by ATTORNEY is effective upon execution by ATTORNEY
and acceptance and approval by COUNTY in accordance with COUNTY'S policies, ordinances,
or governing statutes. Upon execution by ATTORNEY and acceptance and approval by
COUNTY, this agreement will be retroactive to February 6, 2009. The representation shall
continue for one year unless earlier terminated by either the COUNTY, or by the ATTORNEY in
accordance with ethical requirements and/or the terms of this Agreement.
4. SCOPE OF THE WORK
The scope of services will include lobbying services related to the Monroe County legislative
program, including monitoring, identifying, and prioritizing opportunities and challenges for
Monroe County with respect to issues under consideration by the State and federal legislature.
The FIRM (LOBBYIST) shall work closely with the County Administrator or his designee, or in
the absence of either, the County Attorney, and will provide, at a minimum, the following
services:
(A) File Community Budget Issue Requests, as determined by the Board of County
Commissioners, with appropriate House and Senate Legislative Delegation members;
(B) Regularly provide County staff and the Board of County Commissioners with any
new information, and actively seek opportunities to enhance the County's State and federal
legislative program and provide options as to legislative strategy when necessary;
(C) Monitor and analyze State and federal legislation including the budget process and
report to the County, both orally and in writing, any legislative events that may directly or
indirectly impact the County;
(0) During the legislative session, provide the County Administrator with weekly
reports of the past week's activities affecting the County's substantive and appropriations issues
and any other issues that could positively or negatively impact the County;
(E) Identify and act appropriately on State and federal legislation and legislative
proposals that may impact Monroe County;
(F) Identify and secure funding opportunities that may arise from proposed
legislation;
(G) Draft legislation, appropriations requests, and amendments as necessary;
(H) Lobby for Monroe County's position on legislation, appropriations and matters of
interest, including direct contact and communication with the State and federal executive
branches, including officials and agency representatives, and legislators and staff, and testify on
behalf of Monroe County at hearings before legislative committees;
(I) Maintain close working relationships with Monroe County staff;
(J) Provide regular briefing reports to the Board of County Commissioners on key
issues and legislative activity as requested by the Board;
(K) Monitor various State and federal agency actions for potential impact on Monroe
County, and, in the event action is needed, advise the County;
(L) At the conclusion of the legislative session, prepare a final report, including the
final status of the County's legislative priorities and a summary of the impact of major legislative
changes to Monroe County.
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4.1 Professional ability to perform work. appointment of contract manager
ATTORNEY warrants that he or she is authorized by law to engage in the performance of the
activities herein described, subject to the terms and conditions set forth in these contract
documents. ATTORNEY shall designate an individual attorney to be the contract manager for
each matter and the contract manager shall at all times exercise independent, professional
judgment and shall assume professional responsibility for the services to be provided.
ATTORNEY warrants that he or she and the authorized time keepers are authorized by law and
the Rules and Regulations of The Florida Bar to engage in the performance of the activities
encompassed by this Agreement. If ATTORNEY is a member of a law Attorney, either as
partner, shareholder, associate, or other relationship, ATTORNEY warrants that he or she is
authorized to enter into this Agreement.
5. REVIEW OF ETIllCAL OBLIGATIONS AND POTENTIAL CONFLICTS OF
INTEREST BEFORE INITIATING REPRESENTATION
ATTORNEY has conducted a thorough investigation and determined that neither ATTORNEY nor
his or her Attorney has any ethical impediment, real or potential, including but not limited to
conflicts of interest, to representing COUNTY. To the extent that any ethical impediment, real or
potential, is discovered or ever arises, ATTORNEY shall immediately inform COUNTY in writing
of the impediment (regardless of whether ATTORNEY believes he or she has taken all steps
necessary to avoid the impediment and regardless of whether ATTORNEY believes that the
impediment is insubstantial or questionable), make full disclosure of the situation to COUNTY, obtain
COUNTY'S express, written consent to continue the representation of the other client, and take all
steps requested by COUNTY to avoid or mitigate the impediment. ATTORNEY understands that, if a
direct or indirect conflict of interest arises which, in the opinion of the COUNTY, cannot be
avoided or mitigated under the Rules of Professional Conduct of The Florida Bar, COUNTY may, in its
discretion, (a) obtain reimbursement from ATTORNEY for all fees and expenses paid to
ATTORNEY in this matter; (b) obtain cancellation of all amounts allegedly owed by COUNTY to
ATTORNEY; and (c) obtain reimbursement for consequential expenses incurred by COUNTY,
including the cost of replacement counsel.
6. PAYMENTS TO ATTORNEY
ATTORNEY shall submit to COUNTY invoices with supporting documentation acceptable to
the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and
such laws, rules and regulations as may govern the Clerk's disbursal of funds.
6.1 ATTORNEY Fee (Monthly)
ATTORNEY will be paid for his or her services based on the provision of services on behalf of
COUNTY on a monthly basis due to the need for flexibility and adaptability in meeting with
State and/or Federal officials and the diversity of situations in which lobbying services are
provided. The agreed fee is $5,000.00 per month, not to exceed $60,000 for one year. The
following minimum billing documentation and time-keeper requirements are a condition
precedent to payment by the COUNTY. Payment will be made in accordance with the Florida
Local Government Prompt Payment Act after County receives a proper invoice for the services
provided in the preceding month.
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6.2. Identification of Time-Keepers:
Monthly invoices shall identify the approved time-keepers who provided services and a brief
summary of the services provided.
Approved Time Keepers:
Name:
Alberto Cardenas
Elinette Ruiz
6.3. Discounts to other Clients
The rates ATTORNEY will charge COUNTY represent the lowest rates charged by the same
time-keepers to other clients. In the event that lower rates or discounts are provided to other
clients, ATTORNEY and approved time-keepers will also provide them on the same basis to
COUNTY.
6.4. Time keq>ers
As used in this Agreement, the term "time keeper" shall include ATTORNEY and other
ATTORNEYS and individuals identified in paragraph 6.3 of this Agreement who will be
providing services under this Agreement and who will bill the COUNTY for their services in
accordance with this Agreement.
6.5. Time-keeper changes
Time-keepers approved by the COUNTY are listed in paragraph 6.2 of this Agreement, and may be
amended from time to time, upon mutual agreement of the COUNTY and the ATTORNEY, to
evidence the then-current circumstances. Additional time-keepers may not be added to the matter
without advance written approval from COUNTY. In the event that additional time-keepers providing
services which are to be billed to COUNTY are to be added to the staff: then their hourly rates shall be
provided to COUNTY in advance, and, upon written approval by the COUNTY, their rates and
billing practices shall comply with the requirements of this Agreement. COUNTY expects to
receive discounts or other concessions so that any increases or changes in time-keepers will not
result in unnecessary or unreasonable charges to COUNTY, e.g., for training, internal
conferences, and management.
7. BILLING OF FEES AND EXPENSES
ATTORNEY shall comply with the following requirements as to billing fees and expenses as a
condition precedent to COUNTY'S obligation to pay each bill:
7.1. Monthly bills
Unless otherwise agreed in a writing signed by the COUNTY, bills shall be issued monthly by
ATTORNEY within fifteen (15) days after the close of each month. ATTORNEY understands
that COUNTY requires prompt bills in part to facilitate effective management of the
representation and fees.
7.2. Bill format
ATTORNEY shall provide detailed, itemized bills which shall, at a minimum:
7.2.1 Description
Provide a general description of the matter, for which services are being performed. 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.
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7.2.2 Personnel
Clearly identify each timekeeper performing services in conjunction with each entry.
7.3. Expenses
COUNTY will pay the actual, reasonable cost of the following expense items if incurred in
accordance with the guidelines below and promptly itemized in ATTORNEY'S monthly bill:
Reimbursable expenses include the following:
( a) Expenses of transportation and lodging submitted by ATTORNEY, in writing with
documentation such as boarding passes and receipts, in connection with travel
authorized by the COUNTY, but only to the extent authorized by State statute and
County Ordinance.
(b) Long distance charges and overnight delivery related to the project shall be
reimbursed at cost.
7.3.1. Travel Expenses
Travel expenses within the ATTORNEY'S local area, defined as a radius of 50 miles from the
timekeeper's office, will not be reimbursed.
Travel expenses outside the local area may only be reimbursed if the travel was approved in
advance by COUNTY. Reimbursable travel expenses, if approved in advance, are the cost of
transportation by the least expensive practicable means (e.g., coach class air travel), the cost of
reasonable hotel accommodations, and the cost of transportation while out of town (e.g., by cab
or rental car, whichever seems reasonable, at the lowest available rate). Travel expenses will be
reimbursed in accordance with the applicable provisions of Florida Statute 112.321 for
"approved travelers" and of the Monroe County Code Article XXVI and shall be summarized on
the Monroe County Travel Form by ATTORNEY with all applicable receipts attached thereto.
7.3.2. Long distance charges and overnight delivery fees
Long distance charges and overnight delivery fees shall be reimbursed at cost.
7.3.3. Advance approval of expenses
In addition to the items noted above, ATTORNEY shall obtain advance approval from
COUNTY before incurring any expense in excess of $1,000.00 if ATTORNEY expects to be
reimbursed for that expense. COUNTY may refuse to pay any expense for which advance
approval was not obtained by ATTORNEY.
7.3.4. Copies of receipts for expenses
ATTORNEY 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
ATTORNEY.
7.3.5. Expenses ( and fees) after termination
Upon termination of the representation, ATTORNEY shall promptly bill COUNTY for any
remaining reimbursable expenses and fees. COUNTY may refuse to pay any fees or expenses
not billed within 45 days of termination of the representation. ATTORNEY is also expected to
cooperate promptly with all aspects of termination and, if applicable, transition to other counsel.
Payment for fees and expenses is contingent upon prompt, full cooperation.
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7.4. Bill and expense documentation
ATTORNEY must maintain supporting documentation for invoices until at least one year after
the termination of the representation. This documentation shall be made available by
ATTORNEY 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. ATTORNEY agrees to cooperate with any examination of this documentation
and ATTORNEY'S fees and expenses, e.g., by responding promptly and completely to any
questions COUNTY or its designated representative may have. ATTORNEY 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 ATTORNEY for expense items generated by ATTORNEY or his or her Attorney.
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.
8. PAYMENT TERMS
ATTORNEY'S request for payments and reimbursements may be made in either the
ATTORNEY'S name or the name of the ATTORNEY'S law Attorney, as appropriate.
ATTORNEY bills complying with this Agreement are due and payable according to the Prompt
Payment Act. If the bill materially fails to comply with the requirements of this Agreement, then
it is not due and payable until ATTORNEY remedies its deficiencies.
9. MATTER MANAGEMENT
9.1. Billing Matters. All billing by ATTORNEY, and additional timekeepers, will be
reviewed by ATTORNEY and that ATTORNEY will serve as the point of contact for this
matter, including billing questions. The COUNTY contact for this billing issues shall be:
Suzanne Hutton, County Attorney
1111 12th Street, Suite 408
Key West, Florida 33040
(305) 292-3470
(305) 292-3516 (facsimile)
9.2. Legislative Matters. All communications between COUNTY and ATTORNEY
regarding legislative matters shall be communicated to the County Administrator, or in his
absence, to the County Attorney. The primary COUNTY contact for these purposes shall be:
Roman Gastesi, County Administrator
1100 Simonton Street, Room 2-205
Key West, Florida 33040
(305) 292-4644
(305)394-1332 (cell)
(305) 292-4544 (facsimile)
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9.3. ATTORNEY cooperation
ATTORNEY will cooperate with COUNTY or COUNTY'S representatives to promptly provide
all information COUNTY requests or needs about the subject matter of this Agreement and
ATTORNEY'S bills and handling of the matter.
9.4. COUNTY cooperation
ATTORNEY should consult with COUNTY about all opportunities for COUNTY to save money
or make use of COUNTY'S expertise to assist in, e.g., meetings with State officials and drafting
of documents. COUNTY may also have personnel and facilities available to reduce the expenses
related to the subject matter of this Agreement.
10. CONFIDENTIALITY AND PUBLIC RELATIONS
ATTORNEY is not authorized to waive or release any privilege or other protection of
information - confidential, secret, or otherwise - obtained from or on behalf of COUNTY.
ATTORNEY is to keep all confidential, privileged, or secret information confidential. This
requirement is perpetual, i.e., it will continue even after the termination of the relationship and
this Agreement.
10.1 Prohibition against use of information
This requirement is also intended to prohibit ATTORNEY from using information obtained from
or on behalf of COUNTY, including work product prepared at COUNTY'S expense, for other
client's of ATTORNEY or his or her Attorney, without COUNTY'S advance written approval.
10.2 No use of County for marketing purposes
ATTORNEY is not authorized to identify COUNTY as a COUNTY, e.g., for purposes of
marketing or advertising, without COUNTY'S prior approval.
11. OWNERSIDP OF ATTORNEY FILES AND WORK PRODUCT
ATTORNEY understands that all files and work product prepared by ATTORNEY or his or her
Attorney 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
ATTORNEY or his or her Attorney nor disclosed by ATTORNEY or his or her Attorney to
others, except in the normal course of ATTORNEY'S representation of COUNTY in this matter.
ATTORNEY agrees that COUNTY owns all rights, including COPYrights, to materials prepared
by COUNTY or by ATTORNEY on behalf of COUNTY. ATTORNEY 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 (with
COUNTY responsible for paying the actual cost of storage). ATTORNEY shall provide
COUNTY with prompt access to (including the ability to make copies of) all ATTORNEY files
and work product, regardless of whether the representation or matter is ongoing and whether
ATTORNEY fees and expenses have been paid in full.
12. DISPUTE RESOLUTION
ATTORNEY and COUNTY agree that if a dispute arises between them that neither shall be
required to enter into any arbitration proceedings related to this Agreement
12.1. Disputes regarding Attorney fees or expenses
ATTORNEY and COUNTY agree that all disputes regarding ATTORNEY'S fees or expenses
are to be resolved pursuant to the procedures and practices for mediation by the Attorney
Consumer Assistance Program of the Florida Bar.
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12.2. Disputes regarding interpretation
COUNTY and ATTORNEY agree that all disputes and disagreements between them regarding
interpretation of the Agreement shall be attempted to be resolved by a meet and confer session
between representatives of COUNTY and ATTORNEY. If the issue or issues are still not
resolved to the satisfaction of both within thirty (30) days after the meet and confer session, then
either shall have the right to terminate the Agreement upon ten (10) business days notice in
writing to the other party.
12.3 Legal or Administrative procedures
In the event any administrative or legal proceeding is instituted against either the COUNTY or
ATTORNEY relating to the formation, execution, performance, or breach of this Agreement,
the COUNTY and ATTORNEY each agree to participate, to the extent required by the other,
in all proceedings, hearings, processes, meetings, and other activities related to the substance
of this Agreement; institution of any administrative or legal proceeding shall constitute
immediate termination of this Agreement. ATTORNEY agrees to forward copies of all
documents in his or her possession related to the matter, which is the subject of this Agreement to
COUNTY at the time of filing any administrative or legal proceeding.
12.4 ATTORNEY'S Fees and Costs
In the event any administrative proceeding or cause of action is initiated or defended by the
COUNTY or ATTORNEY relative to the enforcement or interpretation of this Agreement, the
prevailing party shall be entitled to an award of reasonable ATTORNEY'S fees, and court costs,
as an award against the non-prevailing party, and shall include reasonable ATTORNEY'S fees,
and court costs in appellate proceedings.
Mediation proceedings initiated and conducted pursuant to this Agreement or as may be required
by a court of competent jurisdiction shall be conducted in accordance with the Florida Rules of
Civil Procedure and the usual and customary procedures required by the circuit court of Monroe
County and shall take place in Monroe County.
13. NOTICE REOUIREMENT
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
Roman Gastesi
County Administrator and
1100 Simonton Street
Key West, FL. 33040
Suzanne A. Hutton
County Attorney
1111 12th Street, Suite 408
Key West, FL 33040
FOR ATTORNEY
Elinette Ruiz
Four Seasons Tower, 15th Floor
1441 Brickell Avenue
Miami, FL 33131-3407
Phone 305-536-1112
Fax 305-536-1116
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14. GOVERNING LAW AND VENUE
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.
15. ENTIRE AGREEMENT
The entire agreement between the COUNTY and ATTORNEY 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 ATTORNEY 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 party against whom the waiver,
amendment or modification is claimed. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their permitted successors and assigns.
16. FLORIDA GOVERNMENT-IN-THE-SUNSIDNE LAW
ATTORNEY agrees that, unless specifically exempted or excepted by Florida law, the
provisions of Chapter 120, Florida Statutes, generally require full and public discussion of
matters to be voted upon by the Board of County Commissioners. ATTORNEY 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.
17. FLORIDA PUBLIC RECORDS LAW
ATTORNEY agrees that, unless specifically exempted or excepted by Florida law or Rules and
Regulations of The Florida Bar, 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. ATTORNEY 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.
18. NO ASSIGNMENTS
ATTORNEY 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 incotporated 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.
19. TERMINATION
Either of the parties hereto may terminate this contract without cause by giving the other party
thirty (30) business days written notice of its intention to do so.
19.1 Documents forwarded to COUNTY
ATTORNEY 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 the ATTORNEY'S
representation of COUNTY or obtained due to ATTORNEY'S representation of COUNTY.
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19.2 Restriction on Communications
ATTORNEY agrees not to communicate with the public, including the press, about COUNTY or
about this matter.
20. SEVERABILITY
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 ATTORNEY 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.
21. CAPTIONS
The captions set forth herein are for convenience of reference only and shall not define,
modify, or limit any of the terms hereof
22. LEGAL OBLIGATIONS AND RESPONSffiILITIES: NON-DELEGATION OF
CONSTITUTIONAL OR STATUTORY DUTIES
This Agreement is not intended to relieve, nor shall it be construed as relieving, either the
COUNTY or ATTORNEY from any obligation or responsibility imposed upon each by law
except to the extent of actual and timely performance thereof by the other, in which case the
performance may be offered in satisfaction of the obligation or responsibility. Further this
Agreement is not intended to authorize, nor shall it be construed as authorizing, the delegation
of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the
Florida Constitution, state statutes, case law, and, specifically, the provisions of Chapter 125,
Florida Statutes.
23. RECORDS
ATTORNEY shall maintain all books, records, and documents directly pertinent to performance
under this Agreement, including the documents referred to in this Agreement, in accordance with
generally accepted accounting principles, consistently applied. Upon ten (10) business days
written notice to the other, representatives of either the COUNTY or ATTORNEY shall have
access, at all reasonable times, to all the other party's books, records, correspondence,
instructions, receipts, vouchers and memoranda (excluding computer software) pertaining to
work under this Agreement for the purpose of conducting a complete independent fiscal audit.
ATTORNEY shall retain all records required to be kept under this Agreement for a minimum of
five years, and for at least four years after the termination of this agreement. ATTORNEY shall
keep such records as are necessary to document the performance of the agreement and expenses
as incurred, and give access to these records at the request of the COUNTY, the State of Florida
or authorized agents and representatives of said government bodies. It is the responsibility of
ATTORNEY to maintain appropriate records to insure a proper accounting of all collections and
remittances. ATTORNEY shall be responsible for repayment of any and all audit exceptions
which are identified by the Auditor General for the State of Florida, the Clerk of Court for
Monroe County, the Board of County Commissioners for Monroe County, or their agents and
representatives.
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24. PUBLIC ACCESS
The COUNTY and ATTORNEY shall allow and permit reasonable access to and inspection of,
all documents, papers, letters, or other materials subject to the Florida Public Records Law, as
provided in Chapter 119, Florida Statutes, and made or received by the them, unless specifically
exempted by State Statute, Rules and Regulations of The Florida Bar, or case law. COUNTY
shall have the right to cancel this agreement upon violation of this provision by ATTORNEY.
25. MONROE COUNTY CODE ETIllCS PROVISION
ATTORNEY warrants that he or she has not employed, retained or otherwise had act on his
behalf any former COUNTY officer or employee in violation of Section 2 of Ordinance No. 10-
1990 or any COUNTY officer or employee in violation of Section 3 of Ordinance No. 10 1990.
F or breach or violation of this provision the COUNTY may, at its discretion, terminate this
Agreement without liability and may also, at its discretion, deduct from the sums owed under the
Agreement, or otherwise recover, the full amount of any fee, commission, percentage, gift, or
consideration paid to the former or present COUNTY officer or employee. COUNTY employees
and officers are required to comply with the standards of conduct delineated in Section 112.313,
Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts, doing business
with one's agency, unauthorized compensation, and misuse of public position, conflicting
employment or contractual relationship, and disclosure of certain information.
26. PUBLIC ENTITY CRIME STATEMENT
Florida law provides that person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on an agreement to provide
any goods or services to a public entity, may not submit a bid on a agreement with a public
entity for the construction or repair of a public building or public work, may not submit bids on
leases of real property to public entity, may not be awarded or perform work as a contractor,
supplier, sub contractor, or consultant under a agreement with any public entity, and may not
transact business with any public entity in excess of the threshold amount provided in Section
287.017, for CATEGORY TWO for a period of thirty-six (36) months from the date of being
placed on the convicted vendor list. ATTORNEY warrants the neither ATTORNEY nor any
authorized time keeper has been named to the convicted vendor list.
27. ANTI-KICKBACK
ATTORNEY warrants that no person has been employed or retained to solicit or secure this
Agreement upon any contract or understanding for a commission, percentage, brokerage or
contingent fee, and that no employee or officer of the COUNTY has any interest, financially or
otherwise, in this Agreement, except as expressly stated herein. For breach or violation of this
warranty, the COUNTY shall have the right to annul this agreement without liability or, in its
discretion, to deduct any sums to be paid by COUNTY under this Agreement, or otherwise
recover, the full amount of such commission, percentage, brokerage or contingent fee.
28. MODIFICATIONS AND AMENDMENTS
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
ATTORNEY in the same manner as this Agreement.
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29. INDEPENDENT CONTRACTOR
At all times and for all purposes hereunder, ATTORNEY 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 ATTORNEY 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.
30. COMPLIANCE WITH LAW
In carrying out ATTORNEY'S obligations under this agreement, ATTORNEY 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 ATTORNEY.
31. LICENSING
ATTORNEY warrants that ATTORNEY and additional timekeepers do presently have, shall
have prior to commencement of work under this Agreement, and at all times during said work,
all required licenses and permits whether federal, state, County or City.
32. NON-DISCRIMINATION
ATTORNEY agrees that he or she will not discriminate against any person, and it is expressly
understood that upon a determination by a court of competent jurisdiction that discrimination has
occurred, this Agreement automatically terminates without any further action on the part of any
party, effective the date of the court order. ATTORNEY agrees to comply with all Federal and
Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These
include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (pL 88-352) which
prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education
Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits
discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended
(20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age
Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination
on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as
amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive
Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-
616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)
The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as
amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the
Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the
sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s.
1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of
disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on
the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity
or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal
or state statutes which may apply to the parties to, or the subject matter of: this Agreement.
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33. NON-RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely 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 service or
program contemplated hereunder, and the COUNTY and ATTORNEY agree that neither the
COUNTY nor ATTORNEY or any officer, agent, or employee of each shall have the authority
to inform, counsel, or othelWise 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 community in general or for the purposes contemplated under this
Agreement.
34. ATTESTATIONS
ATTORNEY agrees to execute such documents as the COUNTY may reasonable require,
including a Drug-Free Workplace Statement, and a Public Entity Crime Statement.
35. COUNTY AUTHORITY
This Agreement has been duly noticed at a legally held public meeting conducted in Monroe
County, Florida. COUNTY'S performance and obligation to pay under this contract, is
contingent upon annual appropriation by the Board of County Commissioners.
36. HOLD HARMLESS AND INSURANCE
Prior to the commencement of work governed by this contract, the ATTORNEY shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the contract
and include, as a minimum:
· Premises Operations
. Bodily Injury Liability
· Expanded Definition of Property Damage
.
The minimum limits acceptable shall be:
$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
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this contract.
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.
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
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. Vebicle Liability Insurance reQuirements
Recognizing that the work governed by this contract requires the use of vehicles, the
ATTORNEY, prior to the commencement of work, shall obtain Vehicle Liability Insurance.
Coverage shall be maintained throughout the life of the contract and 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
$ 25,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
Workers' Comoensation Insurance Reouirements
Prior to commencement of work governed by this contract, the ATTORNEY shall obtain
Workers' Compensation Insurance with limits sufficient to respond to the applicable state
statutes.
In addition, the ATTORNEY shall obtain Employers' Liability Insurance with limits of not less
than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract.
Coverage shall be provided by a company or companies authorized to transact business in the
state of Florida.
Professional Liability ReQuirements
Recognizing that the work governed by this contract involves the furnishing of advise or services
of a professional nature, the Attorney shall purchase and maintain, throughout the life of the
contract, Professional Liability Insurance which will respond to damages resulting from any
claim arising out of the performance of professional services or any error or omission of the
Contractor arising out of work governed by this contract.
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The minimum limits of liability shall be:
$250,000 per occurrence/$500,000 Aggregate Prior to execution of this agreement, FIRM shall
furnish COUNTY Certificates of Insurance indicating the minimum professional liability
coverage for FIRM and additional time-keepers in the amount of $250,000 per
Occurrence/$500,OOO Aggregate. FIRM 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.
37. NO PERSONAL LIABILITY
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
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.
38. EXECUTION IN COUNTERPARTS
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 ATTORNEY may execute this Agreement by signing any such counterpart.
,,;,?~':~~'1~TNESS WHEREOF, the parties hereto have executed this Agreement on the day
,;.;~~"'written above.
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Page 15 of 15
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T ew Cardenas LLP Lobbyist Contract
2/6/2009 KMP