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01/19/2012 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: January 30, 2012 TO: Roman Gastesi County Administrator ATT: Connie Cyr FROM: Isabel C. DeSantis, D.C. At the January 19, 2012, Board of County Commissioner's meeting the Board approved the following: Item 05 Agreement between Monroe County and Cardenas Partners, LLC for the term of one (1) year for continued state /federal lobbying services beginning February 6, 2012. Enclosed is a fully- executed duplicate original of the above - mentioned for your handling. Should you have any questions, please feel free to contact my office. cc: County Attorney Finance File AGREEMENT BETWEEN MONROE COUNTY AND CARDENAS PARTNERS, LLC - THIS AGREEMENT, made and entered into this 9 day of 012 by -Md q between the BOARD OF COUNTY COMMISSIONERS OF MONRO CO LOR o ( "COUNTY "), a political subdivision of the State of Florida whose address is 1100 Silo n Street, Key West, Florida 33040, and CARDENAS PARTNERS, LLC ( "FIRM, "); and; ry , o WHEREAS, the FIRM has provided assistance under a previous contrwt ag iso currently assisting us to a great degree with our FEMA/USFWS issues under the contract; now, therefore IN CONSIDERATION of the mutual covenants 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, unless County advises FIRM otherwise. 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. FIRM may not delegate or outsource this work without full written disclosure to, and prior written approval from, the COUNTY. 3. TERMS 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 be effective February 6, 2012. The representation shall continue for one year unless earlier terminated by either the COUNTY or the FIRM 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 (LOBBYSIST) 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; Page 1 of 15 (B) Regularly provide County staff and the Board of County Commissioners with any new information, and actively seek opportunities to enhanced 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; (D) 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 officials and agency representatives, and legislators and staff, and testify on behalf of Monroe County at hearings before legislative committees; (1) 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. (M) FIRM has been contracted primarily for the purpose of providing the above lobbying services on a Federal level, but will confer with State Lobbyists, who are primarily responsible for handling the following tasks enumerated above at the State level. FIRM will maintain communications with the Tallahassee legislative team, and assure coordination of tasks involving multi jurisdictions functions, both Federal and State. 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 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. 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 member of a law firm, either as partner, shareholder, associate, or other relationship, FIRM warrants that he or she is authorized to enter into Agreement. 5. REVIEW OF ETHICAL OBLIGATIONS AND POTENTIAL CONFLICTS OF INTEREST BEFORE INITIATING REPRESENTATION FIRM has conducted a thorough investigation and determined that neither FIRM 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 Page 2 of 15 discovered or ever arises, FIRM shall immediately inform COUNTY, in writing of the impediment (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 COUNTY 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, COUNTY 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 The FIRM shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk on a schedule as set forth in the contract. 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. 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: A. Alberto Cardenas B. Carl Chidlow C. John David Hooker, II D. Emily Zammit 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 unreasonably withheld. Monthly invoices shall identify the approved persons who provided services and a brief summary of the services provided. 6.1 FIRM FEE (Monthly) FIRM 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 $5,500.00 per month, not to exceed $66,000.00 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. Page 3 of 15 6.2 Discounts to other Clients The rates FIRM 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 provide them on the same basis to COUNTY. 6.3 Time - keepers As used in this Agreement, the term "time Keeper" shall include the FIRM's attorneys and individuals identified in paragraph 6. of this Agreement who will be providing services under this Agreement and who will bill the COUNTY for their services in accordance with Agreement. 6.4 Time- kee=er 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 FIRM, 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 chages in time - keepers will not result in unnecessary or unreasonable charges to COUNTY, e.g., for training, internal conference, and management. 7. BILLING OF FEES AND EXPENSES FIRM 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 Unless otherwise agreed in a writing signed by the COUNTY, bills shall be 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 and fees. 7.2 Bill format FIRM 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. 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 FIRM'S monthly bill: Page 4 of 15 Reimbursable expenses include the following: (a) Expenses of transportation and lodging submitted by FIRM, in writing with documentation such as boarding passes and receipts, in connection with travel authorize 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 FIRM'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 Statue 112.321 for "approved travelers" and of the Monroe County Code Article XXVI and shall be summarized on the Monroe County Travel Form by FIRM with all applicable receipts attached thereto. 7.3.2 Long distance charges and ovemi t 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, FIRM shall obtain advance approval from COUNTY before incurring any expense in excess of $1,000.00 if FIRM expects to be reimbursed for that expense. COUNTY may refuse to pay any expense for which advance approval was not obtained by FIRM. 7.3.4 Copies of receipt for expenses FIRM shall include copies of receipts for all expenses with the itemized monthly bill. COUNTY may refuse to any expense item for which documentation is not provided by FIRM. 7.3.5 Expenses land fees) after 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. 7.4 Bill and expense documentation FIRM must maintain supporting documentation for invoices until at least one year after the termination of the representation. This documentation shall be made available by FIRM 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. FIRM agrees to cooperate with any examination of this documentation and FIRM'S fees and expenses, Page 5 of 15 e.g., by responding promptly and completely to any questions COUNTY or its designated representative may have. 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 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 FIRM for expense items generated by FIRM 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 FIRM'S request for payments and reimbursements may be made in either the FIRM'S name or the name of the FIRM'S law firm, as appropriated. FIRM'S 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. 9. MATTER MANAGEMENT 9.1 Billing Matters. All billing by FIRM, and additional timekeepers, will be reviewed by FIRM and that FIRM will serve as the point of contact for this matter, including billing questions. The COUNTY contact for these billing issues shall be: Suzanne Hutton, County Attorney 1111 le Street, Suite 408 Key West, Florida 33040 (305) 292 -3470 (305) 292 -3516 (facsimile) 9.2 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: Roman Gastesi, County Administrator 1100 Simonton Street, Suite 2 -205 Key West, Florida 33040 (305) 292 -4644 (305) 394 -1332 (cell) (305) 292 -4544 (facsimile 9.3 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. Page 6 of 15 9.4 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. 10. 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, 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 FIRM from using information obtained from or on behalf of COUNTY, including work product prepared at COUNTY'S expense, for other client's of F]RM or his or her Attorney, without COUNTY'S advance written approval. 10.2 No use of County for marketing purpoes FIRM is not authorized to identify COUNTY as a COUNTY, e.g., for purposes of marketing or advertising, without COUNTY'S prior approval. 11. OWNERSHIP OF FIRM FILES AND WORK PRODUCT FIRM understands that all files and work product prepared by FIRM 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 FIRM or his or her Attorney nor disclosed by FIRM or his or her Attorney 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. 12. 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 12.1. Disputes regarding FIRM fees or expenses FIRM and COUNTY agree that all disputes regardin g resolved pursuant to the procedures and practices for Assistance Program of the Florida Bar. FIRM'S fees or expenses are to be mediation by the Attorney Consumer Page 7 of 15 12.2. DisQutes 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. 12.3 Legal or Administrative procedures 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. 12.4 FIRM'S 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 FIRM'S fees, and court costs, as an award against the non - prevailing party, and shall include reasonable FIRM'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 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 COUN Roman Gastesi Suzanne A. Hutton County Administrator and County Attorney 1100 Simonton Street 111112" Street, Suite 408 Key West, FL. 33040 Key West, FL 33040 FOR FIRM Ms. Emily Zammit 1350 "Eye" Street, NW, Suite 275 Washington, DC 20005 Phone: (202) 904 -2050 Fax: (202) 9042051 Page 8 of 15 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 FIRM 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 FIRM 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 - SUNSHINE LAW 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. 17. 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. 18. 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. 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 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. Page 9 of 15 19.2 Restriction on Communications FIRM agrees not to communicate with the public, including the press, about COUNTY or about this matter. 20. SEVERABILTTY 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 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. 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 RESPONSIBILTTIES: 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. 23. 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. Page 10 of 15 24. PUBLIC ACCESS 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. 25. 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. 101990. 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. 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. FIRM warrants the neither FIRM nor any authorized time keeper has been named to the convicted vendor list. 27. 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. 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 FIRM in the same manner as this Agreement. Page 11 of 15 29. 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. 30. 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 terminate this Agreement immediately upon delivery of written notice of termination to FIRM. 31. 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. 32. 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 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. Page 12 of 15 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 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. 34. 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. 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 FIRM 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. Page 13 of 15 Vehicle Liability Insurance requirements Recognizing that the work governed by this contract requires the use of vehicles, the FIRM, 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 e 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' Compensation Insurance Requirements Prior to commencement of work governed by this contract, the FIRM shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the FIRM 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. Page 14 of 15 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/$500,000 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. 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 FIRM may execute this Agreement by signing any such counterpart. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first written above. ATTEST:: DANNY L. KOLHAGE, CLERK C . eputy Ierk Witness to FIRM: � N Signature �`r�b�c i,-I Print Name Address BOARD OF COUNTY CONMSSIONERS OF MONROE COUNTY, FLORIDA By: x k� Ma yor , . as i' � i-o FIRM: Signature Print N 74W w + .••' ''•• 'd r 7 l n *% DATE: DATE: Page 15 f 15 Flo vEbQCQ s.u�ov� �Ye t IWO_ &A 5aVAWX& y a R! L Linda M. Sattencourt Notary Public District of Cofumbl* /��Q My CotmnMralon Expires JuV 31, 2014