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01. 08/19/2009 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DA TE: September 2, 2009 TO: Suzanne A. Hutton County Attorney ATTN: FROM: Kathy M Peters Executive Assistant Pamela G. Han~c. At the August 19, 2009, Board of County Commissioner's meeting the Board granted approval and authorized execution of a contract with the Grey Robinson Law Firm for purposes of lobbying the Florida State Legislation to support a Bill entitled Area of Critical State Concern Wastewater and Stormwater Assistance Program Enclosed is a duplicate original of the above-mentioned for your handling. Should you have any questions please feel free to contact our office. cc: Finance via e-mail File LOBBYING AGREEMENT BETWEEN MONROE COUNTY AND GRAY/ROBINSON, PA. lHIS AGREEMENT, made and entered into this /9 ~ay of d~ 2009, by and between the BOARD OF COUNlY COMMISSIONERS OF MONROE COUNlY, FlORIDA, ("COUNTY"), a political subdivision of the State of Florida whose address is 1100 Simonton Street, Key West, Florida 33040, and ORA Y/ROBINSON, P.A. ("FIRM"). WHEREAS, Chapter 99-395, Laws of Florida, requires that onsite sewage treatment and disposal systems be compliant with regulations for effluent 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 (~he "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, some of 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; and WHEREAS, in mid-April, 2009, lobbyists and legislators in Tallahassee indicated some interest in tacking an amendment for an additional one-cent sales tax for wastewater and storm water infrastructure and related debt servicing in counties in areas of critical state concern ("the tax") onto other legislation proposed for an additional one~cent sales tax for community colleges in charter counties; and WHEREAS, the County wishes to enlist the lobbying services of ORA y/ROBINSON, P .A. to advance legislation in either a Special Legislative Session or in the 2010 Regular Legislative Session, which legislation would authorize the imposition of the tax; and WHEREAS, it is desired to commemorate such engagement in a formal agreement; NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties agree as follows: GraylRobinsClo Lobbying Ag. 1 1. THE CLIENT The Client is the COUNTY. The services provided under this agreement shall be provided for the collective benefit of the COUNTY. 2. THE FIRM FIRM is the individual or professional association named above and whose legally authorized signature appears at the bottom of this Agreement. FIRM has been retained specifically because FIRM is understood by COUNTY to be able to handle this matter. If FIRM practices with others who may also provide services to COUNTY, he or she understands that COUNTY expects that FIRM 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. FIRM 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 FIRM is effective upon execution by FIRM and acceptance and approval by COUNTY in accordance with COUNTY~ S policies, ordinances, or governing statutes. Upon execution by FIRM and acceptance and approval by COUNTY, this Agreement will begin August 19,2009. The representation shall continue for one year unless earlier terminated by either the COUNTY, or by the FIRM in accordance with ethical requirements and/or the terms of this Agreement. 4. SCOPE OF THE WORK This Agreement for services is in addition to the agreement currently held under a Professional Services Agreement entered July 19, 2006, and amended on June 20, 2007, for the purpose of litigation, appellate works and legal advice regarding employee benefits. The scope of services will include lobbying services related to the Monroe County legislative program. Specifically, the FIRM shall lobby for the passage of legislation to authorize the Monroe County Commission to place a referendum on the November 2010 ballot to allow the voters to implement the tax. 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) 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; (B) During the legislative session, provide the County Administrator with regular reports of legislative activities related to this Agreement; (C) Draft legislation, appropriations requests, and amendments as necessary; GraylRobinson Lobbying Ag. 2 (D) Lobby for Monroe County's position on the tax including lobbying officials and agency representatives, and legislators and staff, and testify on behalf of Monroe County at hearings before legislative committees; (E) Maintain close working relationships with Monroe County staff; (F) Provide regular briefing reports to the Board of County Commissioners on the tax issues as requested by the Board; (G) At the conclusion of the legislative session, prepare a final report of the tax. 4.1 Professional ability to perform work. appointment of contract manager FIRM 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. FIRM shall designate an individual 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. FIRM 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 FIRM is a law firm, FIRM warrants that he or she is authorized to enter into this Agreement on behalf of the FIRM. The FIRM's contract manager shall be Henry Dean. 5. REVIEW OF ETHICAL OBLIGATIONS AND POTENTIALCONFLICfS OF INTEREST BEFORE INITIATING REPRESENTATION FIRM has conducted a thorough investigation and determined that neither FIRM nor his or her representatives 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, FIRM shall immediately inform COUNTY in writing of the impediment (regardless of whether FIRM believes he or she has taken all steps necessary to avoid the impediment and regardless of whether FIRM 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 COUN1Y to avoid or mitigate the impediment. FIRM 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, COUN1Y may, in its discretion, (a) obtain reimbursement from FIRM for all fees and expenses paid to FIRM in this matter; (b) obtain cancellation of all amounts allegedly owed by COUNTY to FIRM; and (c) obtain reimbursement for consequential expenses incurred by COUNTY, including the cost of replacement counsel. 6. PAYMENTS TO FIRM 6.1 MONTHLY FEE. The FIRM will be paid the sum of $5,000 per month, pursuant to the Florida Local Government Prompt Payment Act, after receipt of an invoice issued monthly by FIRM within fifteen (15) days after the close of each month. FIRM understands that COUNTY requires prompt bills in part to facilitate effective management of the representation GraylRobinson Lobbying Ag. 3 and fees. Due to the need for flexibility and adaptability in meeting with State and/or Federal officials and diversity of situations in which lobbying services are provided, the fee shall not be based on an hourly rate. For any partial month of services, the fee shall be pro-rated to the fraction of the month during which services are rendered. 6.2 SUBMISSION OF INVOICES. The FIRM 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 offunds. The FIRM may only use qualified personnel to perform the services required of it under the contract. It is understood that the COUNTY's selection of the FIRM for this contract is based in part on the abilities of the persons who are expected to provide services under this agreement. The parties expect that the following individuals will perform those services, but the FIRM may use any qualified personnel deemed appropriate by the FIRM to conduct the services contemplated hereunder: A.. Henry Dean B. Ed Scales C. Jason Unger D.. Chris Hanson If any of these individuals leave the FIRM's employ, he or she must be promptly replaced with a similarly qualified individual. The replacement individual is also subject to the written approval of the BOCC, whose approval will not be unreasonably withheld. 6.3. MONTHLY FEE ENCOMPASSES EXPENSES. The monthly fee of $5,000 is inclusive of costs and expenses of the FIRM, unless the COUNTY, through the County Administrator or the County Attorney, pre-authorizes the expenses such as out-of-area travel. It is contemplated that Ed Scales will have to travel from Key West to Tallahassee at least one or two times during the term of this Agreement. In the event such expenses are pre-approved, reimbursement is contingent upon submission of original documentation, including but not limited to boarding passes and receipts, in connection with travel authorized by the COUNTY, but only to the extent authorized by State statute and County Ordinance. 6.4. BILLING AFrER TERMINATION. Upon termination of the representation, FIRM 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. FIRM 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. 7. PAYMENT TERMS FIRM'S request for payments and reimbursements may be made in either the FIRM'S name or the name of the FIRM'S representative, as appropriate. FIRM 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 FIRM remedies its deficiencies. Gray/Robinson Lobbying Ag. 4 8. MAlTER MANAGEMENT 8.1. BILLING MA'ITERS. All billing by FIRM, and additional timekeepers, will be reviewed by FIRM and FIRM will serve as the point of contact for this matter, including billing questions. The COUNTY contact for billing issues shall be: County Attorney Suzanne Hutton 11111zth Street, Suite 408 Key West, Florida 33040 (305) 292-3470 (305)797 -3977 (cell) (305) 292-3516 (facsimile) 8.2. LEGISLATIVE MATTERS. All communications between COUNTY and FIRM 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: County Administrator Roman Gastesi 1100 Simonton Street, Room 2-205 Key West, Florida 33040 (305) 292-4644 (305)394-1332 (cell) (305) 292-4544 (facsimile) 8.3. FIRM cooperation FIRM 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 FIRM'S bills and handling of the matter. 8.4. COUNTY cooperation FIRM 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. 9. CONFIDENTIALITY AND PUBLIC RELATIONS FIRM 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. FIRM is to keep all confidential, privileged, or secret information confidential. This requirement is perpetual, Le., it will continue even after the termination of the relationship and this Agreement. 9.1 PROHIBITION AGAINST USE OF INFORMATION GraylRobinson Lobbying Ag. 5 This requirement is also intended to prohibit FIRM from using information obtained from or on behalf of COUNTY, including work product prepared at COUNTY'S expense, for other client's of FIRM or his or her Attorney, without COUNTY'S advance written approval. 9.2 NO USE OF COUNlY FOR MARKETING PURPOSES FIRM is not authorized to identify COUNTY as a COUNTY, e.g., for purposes of marketing or advertising, without COUNTY'S prior approval. 10. OWNERSHIP OF FIRM FILES AND WORK PRODUCT FIRM understands that all files and work product prepared by FIRM or his or her FIRM 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 FIRM or his or her representative nor disclosed by FIRM or his or her representative to others, except in the normal course of FIRM'S representation of COUNTY in this matter. FIRM agrees that COUNTY owns all rights, including copyrights, to materials prepared by COUNTY or by FIRM on behalf of COUNTY. FIRM 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). FIRM shall provide COUNTY with prompt access to (including the ability to make copies of) all FIRM files and work product, regardless of whether the representation or matter is ongoing and whether FIRM fees and expenses have been paid in full. 11. DISPUTE RESOLUTION FIRM 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. 11..1. DISPUTES REGARDING FEES OR EXPENSES FIRM and COUNTY agree that all disputes regarding FIRM'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. 11.2. DISPUTES REGARDING INTERPRETATION COUNTY and FIRM 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 FIRM. 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. 11.3 LEGAL OR ADMINISTRATIVE PROCEDURES Gray/Robinson Lobbying Ag. 6 In the event any administrative or legal proceeding is instituted against either the COUNTY or FIRM relating to the formation, execution, performance, or breach of this Agreement, the COUNTY and FIRM 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. FIRM 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. 11.4 FEES AND COSTS In the event any administrative proceeding or cause of action is initiated or defended by the COUNTY or FIRM 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. 12. NOTICE REQUIREMENT 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 County Administrator and County Attorney 1100 Simonton Street 111112th Street, Suite 408 Key West, FL. 33040 Key West, FL 33040 FOR FIRM Henry Dean, Esquire and GRAYRoBINSON, P.A. 201 Owens Avenue St. Augustine, FL 32080 Jason Unger, Esquire GRA yROBINSON, P .A. 301 South Bronough Street Suite 600 Tallahassee, FL 32301 13. 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. 14. FLORIDA GOVERNMENT-IN-THE-SUNSHlNE LAW Gray/Robinson Lobbying Ag. 7 FIRM 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. FIRM 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. 15. FLORIDA PUBLIC RECORDS LAW FIRM 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. FIRM 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. 16. NO ASSIGNMENTS , FIRM 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 incorporated 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. 17. 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. 17..1 DOCUMENTS FORWARDED TO COUNTY FIRM 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 FIRM'S representation of COUNTY or obtained due to FIRM'S representation of COUNTY. 17..2 RESTRICTION ON COMMUNICATIONS FIRM agrees not to communicate with the public, including the press, about COUNTY or about this matter without the prior approval of either the County Attorney or County Administrator. 18. SEVERABILITY GraylRobinson Lobbying Ag. 8 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 teons, covenants, conditions and provision of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and FIRM 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. 19. CAPTIONS The captions set forth herein are for convenience of reference only and shall not define, modify, or limit any of the terms hereof. 20. LEGAL OBLIGATIONS AND RESPONSffiIUTIES: 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 FIRM 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. 21. RECORDS FIRM 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 FIRM 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. FIRM 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. FIRM 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 FIRM to maintain appropriate records to insure a proper accounting of all collections and remittances. FIRM 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. 22. PUBLIC ACCESS Gray/Robinson Lobbying Ag. 9 The COUNTY and FIRM 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 FIRM. 23. MONROE COUNTY CODE ETHICS PROVISION FIRM 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. For 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. 24. 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. FIRM warrants the neither FIRM nor any authorized time keeper has been named to the convicted vendor list. 25. ANTI-KICKBACK FIRM 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. 26. 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 GraylRobinson Lobbying Ag. 10 writing and executed by the Board of County Commissioners for Monroe County and by FIRM in the same manner as this Agreement. 27. INDEPENDENT CONTRACTOR At all times and for all purposes hereunder, FIRM 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 FIRM 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. 28. COMPLIANCE WITH LAW In carrying out FIRM'S obligations under this Agreement, FIRM 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 tenninate this Agreement immediately upon delivery of written notice of termination to FIRM. 29. LICENSING FIRM warrants that FIRM 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. 30. NON-DISCRIMINATION FIRM 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. FIRM 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 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 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 SSe 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 GrayIRobinson Lobbying Ag. 11 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. 31. 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 FIRM agree that neither the COUNTY nor FIRM or any officer, agent, or employee of each 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 community in general or for the purposes contemplated under this Agreement. 32. ATTESTATIONS FIRM agrees to execute such documents as the COUNTY may reasonable require, including a Drug-Free Workplace Statement, and a Public Entity Crime Statement. 33. 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. 34. HOLD HARMLESS AND INSURANCE 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 Occnrrence/$500,000 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. 35. 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 GraylRobinson Lobbying Ag. 12 Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 36. 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 FIRM may execute this Agreement by signing any such counterpart. Witness to FIRM: Signature J~YYJ' ~ Teresa M. Barreiro PrmtNrone GrayRobinson, P.A. Address: 301 S. Bronough Street DATE: Taiiahassee, FL 32301 8-26-09 BOARD OF COUNTY COMMISSIONERS OF M~ROE COUN\X ..L... BY~~~. ()J~,e.(J ~ M~yor GRAY /ROBINSON, P .A.: Signatu~)4 P. N J f\5oru UfUqflZ nnt ame DATE: rlz(,(o~ Gray/Robinson Lobbying Ag. 13 L"i ~. ~ .~~ ....r.......... <"'.. :t 0 o )> 2: C") :z -;:C, r z C~~) rT1 -< rn :;0 ::t~ r- (J~ :::::;:~O :u c-. -" n::C .< --l)> ~. C> f\"l ~ 8 ....a CJ') t; , N ." r= rr1 C ""T1 <::> :;;0 ;0 rr1 (") o :XJ o ~ \D .. - pO DATE(MM/DD/YY) �' ACORDTM CERTIFICATE OF INSURANCE 8/26/09 PRODUCER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Risk Avoidance Managers,Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 6434 1st Avenue North HOLDER. THIS CERTIFICATE DOES NOT AMEND,EXTEND OR St.Petersburg FL 33710 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY A Chicago Insurance Company INSURED: COMPANY GrayRobinson,P.A. B Executive Risk Indemnity,Inc. 301 East Pine Street COMPANY Suite 1400 C Orlando FL 32802 COMPANY D • COVERAGES. _ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTNE POLICY EXPIRATION LIMITS LTR DATE(MM/DD/YY) DATE(MM/DD/YY) GENERAL LIABILITY GENERAL AGGREGATE $ COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG $ I CLAIMS MADE El OCCUR PERSONAL&ADV INJURY _OWNER'S&CONTRACTORS PROT EACH OCCURRENCE $ FIRE DAMAGE(Any one fire) $ MED EXP(Any one person) $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO ALL OWNED AUTOS BODILY INJURY(Per person) $ _SCHEDULED AUTOS _HIRED AUTOS BODILY INJURY(Per accident) $ NON-OWNED AUTOSt. L , PROPERTY DAMAGE $ GARAGE LIABILITY (_ AUTO ONLY-EA ACCIDENT ANY AUTO ��;�:a `1 OTHER THAN AUTO ONLY: EACH ACCIDENT �_;:. ,;': ?' E,i/r'.-.. .__._. AGGREGATE EXCESS LIABILITY EACH OCCURRENCE UMBRELLA FORM AGGREGATE OTHER THAN UMBRELLA FORM SELF-INSURED RETENTION WORKER'S COMPENSATION AND STATUTORY LIMITS EMPLOYERS'LIABILITY EACH ACCIDENT THE PROPRIETOR/ _ INCL DISEASE-POLICY LIMIT PARTNERS/EXECUTIVE EXCL DISEASE—EACH EMPLOYEE OFFICERS ARE:/ OTHER A Professional Liability LWB-2022100 03/21/09 03/21/10 $10,000,000 each clam $10,000,000 annual aggregate B Professional Liability 8211-5164 03/21/09 03/21/10 $10,000,000 each clam $10,000,000 annual aggregate DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS Professional liability policy is written on a claims made basis. Company A policy is the primary coverage with Company B the excess coverage. CERTIFICATE'HOLDERs_; m __ __ CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County,Florida THE EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED do Suzanne Hutton, County Attorney TO THE LEFT,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO P.O.Box 1026 OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. Key West,Florida 33041-1026 AUTHORIZED REPRESENTATIVE: ACORD 25-S(3/93)1 of 1 I ACORD CORPORATION 1993 Declarations Professional Liability Insurance Policy Lawyers This is a claims-made Policy. Please review your Policy carefully. The Policy is limited to liability for only those claims that are first made against the Insured during the policy period. Insured by the Stock Company below and hereinafter called the company. Chicago Insurance Company 41 Fireman's Fund' Executive Offices:33 W. Monroe Street '���j insurance Company Chicago, Illinois 60603 POLICY NUMBER : LWB-2022100 Item 1. Named Insured and Address Producer Name (number,Street,Town or City,County,State,Zip Code) ProQuest Insurance Agency Item 2. Policy Period GrayRobinson, P.A. From(Mo.-Day-Yr.) To(Mo.-Day-Yr.) 12:01 A.M.Standard lime at 301 East Pine Street, Suite 1400 03/21/2009 the address of the Named Orlando, FL 32802 03/21/2010 Insured as stated herein. Item 3. Form of Named Insured's Business Insured is ❑Individual ❑Partnership ❑Corporation And Those Individuals Listed in the Insured Supplement. ®Other: Professional Association Item 4. Limit of Liability $10,000,000 Each Claim Please review the entire policy carefully and contact us if any provisions are incorrect, unclear or do not meet your $10,000,000 Aggregate expectations. Please inform us of any changes in CLAIM EXPENSES coverage needs_ ®a. Are included within the limits of liability. ❑b. A separate limit of liability applies to claim expenses. Item 5. Deductible $250,000 Per Claim ❑ a. The deductible amount specified above applies only to damages. ® b. The deductible amount specified above applies to both damages and claim expenses. Item 6. Premium Class: 81400 No.of Lawyers: 218 Premium: $ 755,985 FHCF Surcharge: $ 7,559.85 FLIGA Regular Surcharge: $ 3,023.94 FLIGA Emergency Surcharge: $ 3,023.94 2007 FLIGA Regular Surcharge: $ 14,363.72 Total Premium: $ 783,956.45 Item 7. Forms Attached at Issue POJ-2018(08/99)(ed. 02/07) POE-1101 (12/97) -1'800000S (01/07) a PON-2203(06/99)(ed. 02/07) ` POE-2205(02/95) ✓MSE-8001-1 1 MSE-8001-2 By acceptance of this policy the Insured agrees that the statements in the Declarations and the Application and any attachments hereto are the Insured's agreements and representations and that this policy embodies all agreements existing between the Insured and the Company or any of its representatives relating to this insurance. Do Not Write Remarks Counters' ned at Issue Date In This Box Chic o L 03/19/2009 Authori e r t t' Countersign Date 03/19/2009 POP-2032 FL(10/08) ©2008,Fireman's Fund Insurance Company,Novato,CA. All rights reserved. "r A Executive Risk Indemnity Inc. Administrative Offices/Mailing Address: Home Office 82 Ho meadow Street 32 Loockerman Square,Suite L100 Hop meadow Delaware 19901 Simsbury, Connecticut 06070-7683 THIS IS A CLAIMS MADE EXCESS POLICY WHICH APPLIES ONLY TO ANY CLAIM FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD. THE LIMITS OF LIABILITY AVAILABLE TC PAY DAMAGES OR SETTLEMENTS SHALL BE REDUCED AND MAY BE EXHAUSTED Bl PAYMENT OF DEFENSE EXPENSES. DECLARATIONS EXCESS INDEMNITY POLICY RENEWAL OF POLICY NUMBER X New Business 8211-5164 ITEM 1. INSURED- Name and Address: ITEM 2. POLICY PERIOD: Gray Robinson, P.A. (a) Inception Date: March 21, 2009 301 East Pine Street (b) Expiration Date: March 21, 2010 Suite 1400 at 12:01 a.m. at the address stated in ITEM 1. Orlando, FL 32801 ITEM 3. LIMITS OF LIABILITY (inclusive of Defense Expenses): $10,000,000.00 ITEM 4. SCHEDULE OF UNDERLYING INSURANCE: Insurer Policy No. Limits Retention Primary Policy Chicago Insurance Company LWB-2022100 $10,000,000.00 $250,000 Excess ITEM 5. PREMIUM: $273,000.00 Surcharge: Hurricane Catastrophe Fund Emergency Assessment - Florida - $2730.00 Insurance Guaranty Association Emergency Assessment- Florida - $0.00 ITEM 6. NOTICE REQUIRED TO BE GIVEN TO THE UNDERWRITER SHALL BE ADDRESSED TO: Vice President of Claims Executive Risk Management Associates P.O. Box 2002 Simsbury, CT 06070 ITEM 7. POLICY FORM AND ENDORSEMENT EDITIONS ATTACHED AT ISSUANCE: See Schedule of Forms Attached These Declarations and the policy, with endorsements, shall constitute the contract between the Insured and the Company. EXECUTIVE RISK INDEMNITY INC. by Attorney-in-Fact: Form C21065(10/1998 ed.) 1 Catalog No. Exd-I