07/15/2009 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
August 4, 2009
TO:
Roman Gastesi
County Administrator
ATTN:
FROM:
Connie Cyr
Aide to County Administrator
Pamela Hanco~
Deputy Clerk c...v
At the July 15, 2009, Board of County Commissioner's meeting the Board granted
approval and authorized execution of a Professional Services Agreement between Monroe
County and Robert Reyes of Floridian Partners, LLC for continuing Strategic Governmental
Consulting Services for a one-year term effective July 18, 2009 through July 18, 2010.
Enclosed is a duplicate original of the above-mentioned for your handling. Should you
have any questions please do not hesitate to contact this office.
cc: County Attorney
Finance
File/
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, made and entered into this 15th day of July, 2009, by and between
Monroe C-'OU11ly , (hereinafter referred to as "COUNTY"), a political subdivision of the State of
Florida, through the Monroe County Board of County Commissioners ("BOCC"), whose address
is 1100 Simonton Street, Key West, Florida 33040, and Floridial1 Parh1ers, LLC-' (hereinafter
referred to as "LOBBYIST' and formerly known as Barreto, Cunningham, May, Dudley, Maloy &
Reyes, LLC-"" ), a Florida limited liability corporation, whose address is 108 South Monroe Street,
Suite 200, Tallahassee, FL 32301;
WHEREAS, on the 19th day of July, 2006, the parties entered into a Professional Services
Agreement for lobbying services to enhance the COllnty's representation in Tallahassee~ and
WHEREAS, the Agreement provided the C-'OUllty an option to extend the Agreement for two
(2) additional one-year terms upon the same terms and conditions; and
WHEREAS, C-'Ollllty extended the Agreement two additional one-year terms, one expiring
July 18, 2008 and second extension expiring July 18, 2009; and
WHEREAS, it has been determined to be in the best interest of the C-'ounty to continue the
lobbying services for one (1) additional year upon the same terms and conditions requiring a new
Agreement between C-'ollnty and Floridian Partners, LLC-'; now, therefore
IN CONSIDERA nON OF the mutual promises and covenants of this Agreement, the
parties agree as follows:
1. TERM OF AGREEMENT
This Agreement shall begin on July 18, 2009 and shall end on the 18th day of July, 2010,
subject to early termination as specified below.
2. SCOPE OF SERVICES
The scope of services will include meeting with government officials and advocating the
County's position in all aspects of County governance which is affected by State action,
in both the legislative and executive branches of State government, and participation in
and facilitation of meetings between County officials and State officials on the subject of
the Florida Keys. The scope will also include occasional meetings in the Florida Keys
with County officials and staff to educate and/or strategize. Services shall only be
provided as directed by the County Commission and communicated by the County
Administrator or his designee, which communication may be in writing or orally
transmitted. Lobbyist shall keep abreast of legislative and executive activities at the State
level and keep County informed via communications to the County Administrator, Board
of County Commissioners and County Attorney to include a written report on a quarterly
basis when the legisltaure is not in session and on a weekly basis when in session.
Lobbyist may, from time to time, transmit to the appropriate County officials such
articles, analyses and governmental announcement, as Lobbyist deems relevant to the
operations of County government.
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3. THE CONTRACT SUM
The County shall pay to the Lobbyist, pursuant to the Florida Prompt Payment Act, upon
receiving a proper invoice from the Lobbyist for the faithful performance of said service
on an arrears basis. Invoicing shall be submitted in twelve monthly installments.
Documentation in support of said invoice shall describe the services rendered during the
month covered by the invoice. The total Contract price shall not exceed $60,0000.00 and
is subject to annual appropriation by the County Commission. The cost of any travel
authorized by the County Administrator or his designee shall be reimbursed pursuant to
rules and regulations governing travel reimbursement and shall be in addition to the
Contract price.
4. ASSIGNMENT/SUBCONTRACT
The Lobbyist 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 for
Monroe County and Lobbyist, which approval shall be subject to such conditions and
provisions as the Board may deem necessary. This paragraph shall be incorporated by
reference into any assignment or subcontract and any assignee or subcontractors 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 obligation
upon the Board in addition to the total agreed-upon price of the services/goods of the
Lobbyist.
5. HOLD HARMLESS
The Lobbyist covenants and agrees to indemnify and hold harmless the Monroe County
Board of County Commissioners from any and all claims for bodily injury (including
death), personal injury, and property damage (including property owned by Monroe
County) and any other losses, damages, and expenses (including attorney's fees) which
arise out ot: in connection with, or by reason of services provided by Lobbyist or any of
its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful
act of omission of the Lobbyist or its Subcontractors in any tier, their employees, or
agents.
In the event the completion of the project (to include the work of others) is delayed or
suspended as a result of the Lobbyist's failure to purchase or maintain the required
insurance, the Lobbyist shall indemnify the County from any and all increased expenses
resulting from such delay.
The first ten dollars ($10.00) of remuneration paid to the Lobbyist IS for the
indemnification provided for above.
The extent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this agreement.
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6. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement the Lobbyist is an independent
contractor and not an employee of the Board of County Commissioners for Monroe
County. No statement contained in this agreement shall be construed so as to find the
Lobbyist or any of his /her employees, contractors, servants, or agents to be employees of
the Board of County Commissioners of Monroe County.
7. ASSURANCE AGAINST DISCRIMINATION
County and Lobbyist agree that there will be no discrimination against any persons, 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. County or
Lobbyist agree 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 use SSe 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 SSe 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 Preventio~ 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 heahh Service Act of 1912, SSe 523
and 527 (42 USC s. et seq. ), as amended, relating to nondiscrimination in the sale, rental
or fmancing of housing; 9) The Americans with Disabilities Act of 1990 (42 use s. 1201
Note), as may be amended from time to time, relating to nondiscrimination on the basis
of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the
basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientatio~
gender identify or expressio~ familial status or age; and 11) any other nondiscrimination
provisions in any Federal or State statutes which may apply to the parties to, or the
subject matter ot: this Agreement.
8. COMPLIANCE WITH LAW
In providing all services/ goods pursuant to this agreement, the Lobbyist shall abide by
all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of
such services, including those now in effect and hereinafter 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 contract immediately upon
delivery of written note of termination to the Lobbyist. The Lobbyist shall possess
proper licenses to perform work in accordance with these specifications throughout the
term of this contract.
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9. INSURANCE
Lobbyist shall provide documentation of insurance coverage required for those
individuals or firms that perform work for or on behalf of the County, as specified in the
Monroe County Risk Management Policy and Procedures Manual as follows:
A) General Liability Insurance. Coverage shall be maintained throughout the life of
the contract and include, as a minimum:
. Premises Operations
. Products and Completed Operations
. Blanket Contractual Liability
. Personal 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 provision 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.
(B) Recognizing that the work governed by this contract requires the use of vehicles,
the Lobbyist, 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)
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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.
C) Prior to the commencement of work governed by this contract, the Lobbyist shall
obtain Workers' Compensation Insurance with limits sufficient to respond to
Florida Statute 440.
In additio~ the Lobbyist shall obtain Employers' Liability Insurance with limits of not
less than:
. $100,000 Bodily Injury by Accident
. $500,000 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.
If the lobbyist has been approved by the Florida Department of Labor, as an authorized
self-insurer, the County shall recognize and honor the Lobbyist's status. The Lobbyist
may be required to submit a Letter of Authorization issued by the Department of Labor
and a Certificate of Insurance, providing details on the Lobbyist's Excess Insurance
Program.
If the Lobbyist participates in a self-insurance fund, a Certificate of Insurance will be
required. In additio~ the Lobbyist may be required to submit updated financial
statements from the fund upon request from the County.
10. FUNDING AVAILABILITY
In the event that funds are partially reduced or cannot be continued at a level sufficient to
allow for the provision of the services/goods specified here~ this agreement may then
be terminated immediately at the option of the Board of County Commissioners by
written notice of termination delivered in person or by mail to the Lobbyist. The Board
shall not be obligated to pay for any services provided by the Lobbyist after the Lobbyist
has received written notice of termination.
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11. PROFESSIONAL RESPONSIBILITY
The Lobbyist warrants that it is authorized by law to engage in the performance of the
activities enco'mpassed by tIle project herein described, subject to the tenns and
conditions set forth in these contract documents. The Lobbyist s'hall at all times exercise
independent, professional judgment and shall assume professional responsibility for the
services to be provided.
12. NOTICE REO'UIR:EMENT
Any notice required or permitted und,er this agreelnent shall be in writing and hand
delivered or mailed, postage prepaid, to the other party by certified mail, return receipt
requested, to the following:
FOR COUNTY:
County Administrator
11 00 Silnonton Street
Key West, FL 33040
FOR LOBBYIST:
Floridian Partners, LLC.
1. 08 S. Monroe Street, Suite 200
Tallahassee, FL 32301
13. EARLY TERMINATION
A) In the event that the Lobbyist shall be found to be negligent in any aspect of
completion of the Scope of Work, the County shall have the right to tenninate this
Agreelnent after five days written notificatio:n to the Lo'bbyist.
B). 'Either of the parties hereto 'may cancel this agreement without cause by giving the
otller party ,thirty days written notice of its intention to do so.
14, GOVERNMENT LA WSNENUE
This Agreeme,nt shall be governed 'by and construed in accordance with the laws of the
State of Florida applicable to contracts mad,e and to be performed entirely in tIle State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcelnent or interpretation of the Agreement, the County and Lobbyist agree that
venue will lie in the appro,priate Court or before the appro,priate administrative body in
Monroe County, Florida.
The County and Lob'byist agree that, in the event of co'nflicting interpretations of the
terms or a term of this Agreement by or between any of them, the issue shall be submitted
to tnediation prior to the institution of any other administrative or legal proceeding.
15. RECORDKEEPING
Lobbyist shall Inaintain all books, records, and documents directly pertinent to
performance under this Agreelnent in accordance' with generally accepted accounting
princi.ples consistently applied. ,Each part to this Agreelnent or tlleir authorized
representatives shall have reasonable and timely access to such records of each other
party to thif Agreement for 'public records p'urposes during the term of the Agreenlent alld
for four years following the tenninatio,n of tllis Agreement. If an auditor elnployed by
the County or Clerk determines that monies paid to Lobbyist pursuant to this Agreement
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were spent for purposes not authorized by this Agreelnent, the Lobbyist shall repay tIle
monies together witll interest calculated pursuant to Sec. 55.03, F.S. running from the
date tIle mOl1ies were paid to Lobbyist.
16. SEVERABILITY
If any term, covenant, condition or 'provision of this Agree.ment (or the application
thereof to any circulnstance or person) shall be declared invalid or unenforceable to any
extent by a court of co:mpetent jurisdiction~ the remaining terms, covenants, conditio:ns
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 enforcelnent of the remaining
tenns, covenants, conditions and provisions of this Agreenlent would prevent the
accomplishment of the original intent of this Agreelnent. Th.e County and Lobbyist agree
to refonn the Agreement to replace any stricken provision with a valid provision that
comes as close as possible to the intent of the stric:ken :provision.
17 . ATTORNEY'S FEES AND COSTS
The County and Lobbyist agree that in the event any cause of actio.n or administrative
proceeding is initiated or defended by any party relative to the enforcement or
interpretation of this Agreelnent, the prevailing party shall be entitled to reasonable
attorney's fees, court costs, investigative and out-of-pocket expenses~ as an award against
the non-prevailing party, and shall include attorney's fees, court costs, investigative a'nd
out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and.
conducted .pursuant to this Agree.m.ent shall be in accordance with tIle Florida Rules of
Civil Procedure arid 'usual and customary procedures req'uired by the Circuit Court of
Monroe County.
18. BINDING EFFECT
The terms, cove.nants, conditions and .provisions of this Agreement shall bind and inure to
the benefit of the County and Lobbyist and tlleir respective legal representatives,
successors and assigns.
19. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and
performance of this Agreelnent have been duly authorized by all necessary County and
corporate action, as required 'by law.
20. CLAIMS FOR FEDERAL OR STATE AID
Lobbyist and County agree that each shall be, and is empowered to apply for, seek, and
o'btain Federal and State funds to further the purpose of this Agreement provided that all
applications, requests, grant proposals, and funding solicitations shall be approved by
each party prior to sublnission.
21. ADJUDICATION OF DISPUTES OR DISAGREEMENTS
County and Lobbyist agree that all disputes and disagreements shall be attempted to be
resolved by Ineet and confer sessions between representatives of each of the parties. If no
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resolution can be agreed upon within 30 days after the first meet and confer session, the
issue or issues shall be discussed at a public meeting of the Board of County
Commissioners. If the issue or issues are still not resolved to the satisfaction of tIle
parties, then any party shall have the rigl1t to seek suell relief or reln.edy as may be
provided 'by this Agreement or by Florida law.
22. COOPERATION
111 the event any adtninistrative or legal proceeding is instituted against either .party
relating to the formation, execution, perfonnance, or breach of this Agreement, County
and Lobbyist agree to participate, to the extent required by the ather party, in all
proceedings, hearings, processes, lneetings and other activities related to the substance of
this Agreement or provision. of the services under this Agreement. County and Lob'byist
specifically agree that no party to this Agreement shall be required to enter into any
arbitration proceedings related to this Agreelnent.
23. COVENANT OF NO INTEREST
County and Lobbyist covenant that neither presently has any interest, and shall not
acquire any interest, which would conflict in any mariner or degree with its performance
under this Agreement, and that the only interest of each is to perform and receive benefits
as recited in this Agreement.
24. CODE OF ETHICS
County agrees that officers and employees of the County recognize and will be required
to comply with the standards of conduct for public officers and em:ployees as delineated
in Section 112.3i3, Florida Statutes, regarding, but not limited to, solicitation or
acce.ptance of gifts; doing business witll one's agency; unauthorized cOffi.pensation;
misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain infonnation.
25. NO SOLICITATION/PAYMENT
The County and Lobbyist warrant that, in respect to itself, it has neither em.played nor
retained any company or person, other than a bona fide employee working solely for it, to
solicit or secure this Agreement and that it has not paid or agreed to pay any person,
com.pany, corporation, individual, or firm, other than a bona fide em:ployee working
solely for it, any fee, cOlnmission, percentage, gift or otller consideration contingent upon.
or resulting from tIle award or making of this Agreenlent For the breach or violation of
the provision., the .Lobbyist agrees that the County shall have the right to terminate this
Agreement without liability, and, at its discretio.n, to offset frOID monies owed, or
otherwise recover, the full amount of such fee, cOffilnission, percentage, gift or
consideration.
26. PUBLIC ACCESS
The County and Lobbyist shall allow and :permit reasonable access to, and inspection of,
all documents," 'papers, letters or other materials in its possession or under its control
subject to the provisions of Chapter 119, Florida Statutes, and made or received by the
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County and Lobbyist in conjunctiol1 with this Agreemellt and the County shall have the
right to unilaterally cancel this Agreement upon violation of this provision by Lobbyist.
27. NON-WIA VER OF IMMUNITY
N.otwithstanding the provision of Sec. 286.28, Florida Statutes, the participation of the
County and the Lobbyist in this Agreement and the acquisition of allY commercial
liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deetned a waiver of immunity to the extent of
liability coverage, nor sIlall any contract entered into by tile County be required to
contain any provisio.n for waiver.
28. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities froln liability, exemptions from laws, ordinances,
and rules and pensions and relie~ disability, workers' compensation and other benefits
whicll apply to the activity of officers, agents or em:ployees of any public agents or
e.m.ployees of the County, wIlen perfonning their respective functions under this
Agreelnent within tIle territoriallitnits of the County shall apply to the same degree and
extent to the performance of such functions and e duties of such officers, agents,
volunteers, or employees outside the territorial limits of the County.
29. LEGAL OBLIGATIONS AND RESPONSIBILITIES
This Agreement is not intended to, nor shall it be construed as, relieving any partici.pating
entity fro.m any o.bligation or responsibility imposed upon the entity by law except to the
extent of actual and timely perfonnan.ce thereof by a participating entity, in w.hich case
the .performance may .be offered in satisfaction of the obligation or responsibility. Further,
this Agreelnent is not intended to, nor shall it be construed as, authorizing the delegation
of tIle constitutional or statutory duties of the County, except to the extent permitted by
the Florida Co.nstitution, State Statutes, and case law.
30. NON-RELIANCE BY NON-PARTIES
No person or entity shall .be entitled to rely upon the te.nns, or any of them, of this
Agreement to enforce or attempt to enforce any third-party clailn or entitle.me.nt to or
benefit of any service or program contemplated hereunder, and the County and the
Lobbyist agree that neither tIle County nor the Lobbyist or any agent, officer, or
employee of either shall have the authority to inform, counselor 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
community in general or for the purposes contelnplated in this Agreement.
31. ATTESTATIONS
Lobbyist agrees to execute such documents as the County .may reasonably require, to
illclude a P.ublic Entity Crime Statement, an Ethics Statement, and a Drug-Free
Workplace Statement.
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32. NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent or employee of Monroe County in his or her
individual capacity, and no member, officer, agent or employee of Monroe County shall
be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
33. EXECUTION ON 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 any of the parties hereto may execute this Agreement by signing any such
counterpart.
34. SECTION HEADINGS
Section headings have been 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, the parties hereto have executed this Agreement on the day
and date fIrst written above at four (4) counterparts, each of which shall, without proof or
accounting for the other counterpart, be deemed an original contract.
Signature
c
WITNESSES:
By:
Print Name
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BOARD OF COUNTY COMMISSIONE8
OF MONROE COUNTY, FLORIDA
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By:
Signature
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;':::S;;~;;.t'1,~~nt Name
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ATTEST: DANNY L. KOLHAGE, CLERK
BY:C7~~
./ Clerk
Mayor/Chairman
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