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03/03/1993AGREEMENT n M THIS AGREEMENT entered this � rt� day of f � td� , 1993, between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA (hereinafter "County"), 500 Whitehead Street, Key West, FL 33040, and Martin E. Firestone (hereinafter "Contractor"), whose address is P. 0. Box 188, Sugarloaf Shores, FL 33044. WHEREAS, County has previously entered into a franchise agreement with a cable television company; and WHEREAS, the Federal Communications Commission did open the rule -making process regarding local government regulation to the public pursuant to the Federal Cable Television Consumer Pro- tection and Competition Act of 1992; and WHEREAS, Contractor is qualified to file comments with the FCC to promote the County's interest in the aforeme tioned . o CD rule -making process; now, therefore, n CO r—. :n' C� rn IN CONSIDERATION of the mutual covenants below: r- O 1. CONTRACT PERIOD. This agreement is for the = C", m&od --i o -a January 14, 1993 through January 31, 1993. This agreemeirc�o �a.l remain in effect for the stated period unless one party Oves t6 the other written notification of termination pursuant to, and in compliance with, paragraph 12 below. 2. SCOPE OF AGREEMENT. Contractor shall provide the work plan and services as described in detail in Exhibit A, an attach - meet to this document, which Exhibit is incorporated herein by reference. 3. AMOUNT OF AGREEMENT/PAYMENT. County shall provide an amount not to exceed Two Thousand Two Hundred Fifty Dollars ($2,250) which reflects a billing rate of One Hundred Fifty Dollars ($150) per hour for a maximum of fifteen (15) hours, for the services hereunder. Payment will be made pursuant to billed invoices with documentation supporting the completion of services billed therein and pursuant to requirements of the County finance office. The County assumes no liability to fund this Agreement for any amount in excess of Two Thousand Two Hundred Fifty Dollars ($2,250) 4. ACCOUNTING AND RECORDS. Records of Contractor pertain- ing to this Agreement shall be kept on generally recognized accounting principles, acceptable to County, and shall be avail- able to the County or to an authorized representative of County for audit. All records related to this Agreement shall be kept for a minimum of three years subsequent to the termination of this Agreement. Contractor shall be responsible for repayment of any and all audit exceptions identified by County or its agents or representatives. In the event of an audit exception, the County's obligation under this Agreement shall be reduced if the exception is ascertained prior to the termination of this Agree- ment. In the event there are insufficient monies due to Contrac- tor at the time of identification and notice thereof to Contrac- tor to cover the amount of audit exception or the Agreement has terminated, Contractor shall reimburse County for the amount of the audit exception. 2 5. MODIFICATIONS AND AMENDMENTS. Any and all modifica- tions and amendments of this agreement shall be approved by the County and Contractor in writing. No modification or amendment shall become effective until approved in writing by both parties. 6. ASSIGNMENT. Contractor shall not assign this agree- ment, except in writing and with the prior written approval of County, which approval shall be subject to such conditions and provisions as County may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions herein, unless expressly provided otherwise in an amendment authorizing such assignment. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon either party in addition to the covenants and promises contained herein. 7. INDEMNIFICATION. Contractor hereby agrees to indemnify and hold harmless the County and any of its officers and employ- ees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses - including but not limited to fees and expenses arising from any factual inves- tigation, discovery or preparation for litigation - and the payment of any and all of the foregoing or any demands, settle- ments or judgments (collectively the "Claims") arising directly or indirectly from any negligence or criminal conduct on the part of Contractor in the performance of the terms of this Agreement except to the extent that, in the case of any act of negligence, Contractor reasonably relied on material supplied by, or any employee of, the County. 3 8. ANTI -DISCRIMINATION. Contractor will not discriminate against any person on the basis of race, creed, color, religion, sex, age, national origin, or any other characteristic which is not job -related, in its recruiting, hiring, promoting, terminat- ing or any other area affecting employment under this Agreement. Contractor agrees to include this paragraph in all contracts it enters into with other persons or entities and to abide by all Federal and State laws regarding non-discrimination, including but not limited to, Executive Order 11246, Execution Order 11375 and U.S. Department of Labor regulations. 9. ANTI -KICKBACK. Contractor warrants that he/it has not employed, retained or otherwise had acted on his/its behalf any former county officer subject to the prohibition in Section 2 of Ordinance No. 10-1990 or any county officer or employee in violation of Section 3 of Ordinance No. 10-1990, and that no employee or officer of the County has any interest, financially or otherwise, in Contractor except for such interests permissible by law and fully disclosed by affidavit attached hereto. For breach or violation of this paragraph, the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commis- sion, percentage, gift, or consideration paid to the former county officer or employee or county officer or employee. 10. COMPLIANCE WITH LAW. Contractor shall comply with all federal, state, and local laws, ordinances, regulations and rules applicable to the services to be performed by each party under the terms of this Agreement. Contractor shall maintain such licensure as is required by law to carry out the services in this Agreement. 11. INDEPENDENT CONTRACTOR. At all times and for all purposes hereunder, Contractor is an independent contractor and not an employee of the County. No statement in this Agreement shall be construed so as to find Contractor or any of its employ- ees, contractors, servants, or agents to be employees of the County, and they shall be entitled to none of the rights, privi- leges, or benefits of employees of County. 12. TERMINATION FOR CAUSE OR LACK OF FUNDS AND NON -WAIVER. A. If Contractor fails to fulfill the terms of this Agreement, or attachments, properly or on time, or otherwise violates the provisions of the Agreement or of applicable laws or regulations governing the use of funds, County may terminate the Agreement by written notice of thirty days, which notice shall specify cause. All finished or unfinished supplies or services compensated under this Agreement shall, at the option of County or pursuant to state statute become property of County. The County shall pay Contractor fair and equitable compensation for expenses incurred prior to termination of the Agreement, less any amount of damages caused by Contractor's breach. If the damages are more than compensation payable, Contractor will remain liable after termination and County can affirmatively collect damages. B. In the event that funds from County cannot be continued at a level sufficient to allow for the purchase of services specified herein, this Agreement may be terminated upon giving 5 written notice of thirty days to Contractor delivered in person or by mail to Contractor. C. County shall not be obligated to pay for any services or goods provided by Contractor after the effective date of termination. D. Any waiver of any breach of covenants herein contained to be kept and performed by Contractor shall not be deemed or considered as a continuing waiver and shall not operate to bar or prevent County from declaring a forfeiture for any succeeding breach either of the same conditions or covenants or otherwise. 13. INSURANCE. Contractor shall obtain, prior to the commencement of work governed by this agreement, at Contractor's own expense, that insurance specified in County's Contract Insurance Manual and in such insurance requirements forms for worker's compensation, general liability, vehicle liability and professional liability, which forms are attached hereto and incorporated herein by reference. Contractor will also insure that all subcontractors, in any tier, have obtained the insurance as specified in the attached schedules. Contractor will not be reimbursed for any work commenced prior to coverage with required insurance. Contractor will not be reimbursed for any services governed by this contract until satisfactory evidence of the required insurance has been furnished to the Board via either Monroe County's certificate of insurance or a certified copy of the actual insurance policy. Delays in the commencement of work, resulting from the failure of Contractor to provide satisfactory evidence of the required insurance, shall not extend deadlines r-1 specified in this agreement. Contractor and any subcontractors shall maintain the required insurance throughout the entire term of this agreement. Failure to comply with this provision may result in the immediate termination of reimbursement. All insurance policies must specify that they are not subject to cancellation, non -renewal, material change, or re- duction in coverage unless a minimum of thirty (30) days prior notification is given to the Board by the insurer. The standard language of "endeavor to provide notification" is insufficient. The acceptance and/or approval of Contractor's and subcontrac- tor's insurance shall not be construed as relieving Contractor or subcontractor from any liability or obligation assumed under this agreement or imposed by law. Any deviations from these general insurance requirements must be requested in writing on the County -prepared form entitled "Request for Waiver or Modification of Insurance Requirements" and approved by Monroe County's Risk Manager. 14. FORCE MAJEURE. Contractor shall not be liable for delay in performance or failure to perform, in whole or in part, the services required under this Agreement due to the occurrence of any contingency beyond its control or the control of any of its subcontractors or suppliers, including labor dispute, strike, labor shortage, war or active war, whether an actual declaration if made or not, insurrection, sabotage, riot or civil commotion, active public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood, draught or other act of God, act `I of any governmental authority, jurisdictional action, or insuffi- cient supply of fuel, electricity, or materials or supplies, or technical failure where Contractor has exercised reasonable care in the provention thereof, and any such delay or failure shall not constitute a breach of this Agreement. 15. LATE DELIVERY OR INABILITY TO PERFORM. In the event that Contractor encounters difficulty in meeting performance requirements, or anticipates difficulty in complying with re- quests for telecasting, Contractor shall immediately notify the County Administrator, in writing of said difficulty and the reasons therefor. 16. SEVERABILITY. If any provision of the Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement or the application of such provision other than those as to which it is invalid or unenforceable, shall not be effected thereby; and each provision of the Agreement shall be valid and enforceable to the fullest extent permitted by law. 17. NOTICE. Any notice required or permitted under this Agreement shall be in writing and hand -delivered or mailed, postage prepaid by certified mail, return receipt requested, to the other party as follows: To County: County Administrator Public Service Building College Road, Stock Island Key West, FL 33040 (305)294-4641 E-13 To: Contractor: Martin E. Firestone P. 0. Box 188 Sugarloaf Shores, FL 33044 (305)745-8850 18. CONSENT TO JURISDICTION. This Agreement, its perfor- mance, and all disputes arising hereunder, shall be governed by the laws of the State of Florida and both parties agree that a proper venue for any action shall be Monroe County. 19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements with respect to such subject matter between Contractor and the County. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. (SEAL) Attest: DANNY L.KOLHAGE, Clerk D�- fitness Witness 9 BOARD OF COUNTY COMMISSIONERS OF MONP02 COUNTY, FLORIDA APPROVED AS TO FORM q GAL SUFFC 6y ttomey� Dais EXHIBIT A SERVICES TO BE PROVIDED BY MARTIN E. FIRESTONE This Exhibit, incorporated into the Agreement between County and Contractor, on the day of AA �LL , 1993, sets forth the services to be provided by Contractor pursuant to paragraph 2 thereof: 1. Review and analyze Notice of Proposed Rule Making of Federal Communications Commission for identification of pro- visions of proposed rules re Cable Television having impact on Monroe County; 2. Research prior rules, regulations and precedents of FCC for effect on proposed Rule making; and 3. Prepare and file Comments of Monroe County with FCC. 10