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12/12/2012 Agreement DANNY L. KOLHA GE CLERK OF THE CIRCUIT COURT DATE: December 21, 2012 TO: Bob Shillinger County Attorney ATTN: Kathy Peters FROM: Pamela G. Hanco 4' I. C. At the December 12, 2012, Board of County Commissioners meeting the Board approved and authorized execution of Item 08 Agreement with William J. Peebles, P.A., for professional consulting services involving resources and ecosystems sustainability, tourist opportunities, revived economies under the Gulf Coast State Act of 1012 (RESTORE Act), issues regarding wastewater funding, and other issues as assigned by the County Administrator, including lobbying, for a three -year term ending December 31, 2015. Enclosed is a duplicate original of the above - mentioned for your handling. Should you have any questions, please feel free to contact this office. cc: Finance via e-mail File RCC` 1 .VI�® AGREEMENT FOR CONSULTING SERVICES Between MONROE COUNTY BOARD OF COUNTY COMMISSIONERS And WILLIAM J. PEEBLES, P.A ,4C This Agreement ( "Agreement') made and entered into this day of December 2012, by and between Monroe County, a political subdivision of the State of Florida, and whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ( "BOCC "), AND William J. Peebles, P.A., a corporation of the State of Florida, and whose address is 310 West College Avenue, Tallahassee, Fl. 32301, its successors and assigns, hereinafter referred to as "CONSULTANT ", WHEREAS, COUNTY desires to employ the professional services of CONSULTANT for representation involving Resources and Ecosystems Sustainability, Tourist Opportunities, Revived Economies of the Gulf Coast State Act of 1012 (RESTORE Act), issues regarding wastewater funding, and may include other services as assigned by the County Administrator and agreed to by CONSULTANT; and WHEREAS, CONSULTANT has agreed to provide the professional services as CONSULTANT for representation involving Resources and Ecosystems Sustainability, Tourist Opportunities, Revived Economies of the Gulf Coast State Act of 1012 (RESTORE Act), issues regarding wastewater funding, and may include other services as assigned by the County Administrator and agreed to by CONSULTANT; and NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONSULTANT agree as follows: ARTICLE 1 REPRESENTATIONS AND WARRANTIES 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONSULTANT makes the following express representations and warranties to the COUNTY: 1.1.1 The CONSULTANT is professionally qualified to act as the CONSULTANT for the Project and is licensed to provide the designated services by all public entities having jurisdiction over the CONSULTANT and the Project; 11 Page 1.1.2 The CONSULTANT shall maintain all necessary licenses, permits or other authorizations necessary to act as CONSULTANT for the Project until the CONSULTANT'S duties hereunder have been fully satisfied; 1.1.3 The CONSULTANT has become familiar with the Project. 1.1.4 The CONSULTANT shall prepare all documents, if required, by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in the subsequent implementation phases and shall be in conformity and comply with all applicable law, codes and regulations. All Documents shall be reviewed by the County Attorney, or his designee, prior to being approved by the BOCC. The CONSULTANT warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to accomplish the purposes of the Project, therefore, eliminating any additional cost due to missing or incorrect information; 1.1.5 The CONSULTANT assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.6 The CONSULTANT'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. 1.1.7 CONSULTANT is an independent contractor under this Agreement. Services provided by CONSULTANT, or subconsultant(s), shall be subject to the supervision of William J. Peebles. In providing the services, CONSULTANT and its agents shall not be acting and shall not be deemed as acting as officers, employees, or agents of the COUNTY, nor shall they accrue any of the rights or benefits of a COUNTY employee. ARTICLE II SCOPE OF CONSULTANT'S BASIC SERVICE 2.1 DEFINITION CONSULTANT'S Basic Services consist of those described in this Agreement and in Attachment A, which is incorporated herein by reference, and in addition includes issues regarding wastewater as assigned by the County Administrator and may include other services as requested by the County Administrator County Administrator in writing. The CONSULTANT shall respond in writing in a timely manner that he accepts said tasks. 2.2 TERMINATION DATE The Project must be completed in accordance with the RESTORE Act, regulations promulgated pursuant thereto, and any deadlines set by the Consortium of Florida counties established for administration related to RESTORE Act funding in the State of Florida. Time is of the essence in this regard. 21 Page This Agreement will automatically terminate on December 31, 2015; however, either party hereto may terminate this Agreement with or without cause upon giving Thirty (30) days written notice to the other. If the COUNTY utilizes this provision, the termination shall supersede any other payment obligation. Termination expenses shall be paid and shall include all expenses until date of termination, subject to audit for verification. 2.3 CORRECTION OF ERRORS, OMISSIONS, DEFICIENCIES The CONSULTANT shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the CONSULTANT or its sub - consultants, or both. 2.4 WRITTEN NOTICE Any notices sent by the parties shall be deemed to have been duly served if delivered in person to the individuals and addresses listed below, or if delivered or sent by first class mail, certified, return receipt, or by courier with proof of delivery. All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONSULTANT. The correspondence shall be directed to: Lisa Tennyson and Roman Gastesi, County Administrator 1100 Simonton Street Key West, Florida 33040 Notice to the CONSULTANT shall be delivered to: William J. Peebles 310 West College Avenue Tallahassee, Fl. 32301 ARTICLE III COUNTY'S RESPONSIBILITIES 3.1 COUNTY shall provide information in its possession upon request from CONSULTANT as needed for the Project including objectives, schedule, constraints and criteria. 3.2 COUNTY shall designate a representative to act on the COUNTY'S behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to documents submitted by the CONSULTANT in order to avoid unreasonable delay in the orderly and sequential progress of the CONSULTANT'S services. 3.3 Prompt written notice shall be given by COUNTY through its representative to CONSULTANT if COUNTY becomes aware of any fault or defect in the Project 31 Page or non - conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.4. 3.4 Any information that may be of assistance to the CONSULTANT to which the COUNTY has immediate access will be provided as requested. ARTICLE IV INDEMNIFICATION AND HOLD HARMLESS The CONSULTANT covenants and agrees to indemnify, hold harmless and defend COUNTY, its commissioners, officers, employees, agents and servants from any and all claims for bodily injury, including death, personal injury, and property damage, including damage to property owned by Monroe County, and any other losses, damages, and expenses of any kind, including attorney's fees, court costs and expenses, which arise out of, in connection with, or by reason of services provided by CONSULTANT or its Subconsultant(s) in any tier, occasioned by the negligence, errors, or other wrongful act or omission of the CONSULTANT, its Subconsultant(s) in any tier, their officers, employees, servants and agents. In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of Consultant's failure to purchase or maintain the required insurance, CONSULTANT shall indemnify COUNTY from any and all increased expenses resulting from such delay. Should any claims be asserted against COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the CONSULTANT, CONSULTANT agrees and warrants that CONSULTANT shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the COUNTY's behalf. The first ten dollars ($10.00) of remuneration paid to the CONSULTANT is consideration for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. This indemnification shall survive the expiration or earlier termination of the Agreement. ARTICLE V PERSONNEL 5.1 PERSONNEL The CONSULTANT shall assign only qualified personnel to perform any service concerning the project. At the time of execution of this Agreement, the parties anticipate that the following named individuals will perform those functions: William J. Peebles 41 Page John Wayne Smith Dean Cannon of Capital Insight LLC, serving as subconsultant So long as the individual(s) named above remain actively employed, or retained as subconsultant, by the CONSULTANT, they shall perform the functions indicated next to their names or as assigned by William J. Peebles. If they are replaced or others are added, CONSULTANT shall notify COUNTY of the change immediately, so that an amendment to the Agreement can be approved. ARTICLE VI COMPENSATION 6.1 CONTRACT SUM The COUNTY shall pay the CONSULTANT in current funds for the CONSULTANT'S performance of this Agreement the sum of sixty thousand dollars ($60,000) per year, payable at the rate of $5,000 per month for each month's services provided. Monroe County's performance and obligation to pay under this contract, is contingent upon an annual appropriation by the BOCC. The COUNTY shall pay the SUBCONSULTANT, Dean Cannon of Capital Insight LLC, in current funds for the CONSULTANT'S performance of this Agreement the sum of sixty thousand dollars ($60,000) per year, payable at the rate of $5,000 per month for each month's services provided. Monroe County's performance and obligation to pay under this contract, is contingent upon an annual appropriation by the BOCC. Invoices to COUNTY from CONSULTANT shall include services of subconsultant(s). Subconsultant(s) shall not be paid directly by the COUNTY. Notwithstanding the foregoing, Monroe County's liability under the agreement is capped at $25,000.00 per year. The remainder of the compensation shall be paid by other governmental entities in the Florida Keys pursuant to a separate agreement between the County and those entities. 6.2 PAYMENTS 6.2.1 The CONSULTANT shall be paid monthly in arrears pursuant to the Florida Prompt Payment Act, upon County's receipt of an invoice documenting the provision of services. (A) If the CONSULTANT'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONSULTANT shall be equitably adjusted, either upward or downward. (B) As a condition precedent for any payment due under this Agreement, the CONSULTANT shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. 51Page The CONSULTANT'S invoice shall describe with reasonable particularity the service rendered. The CONSULTANT'S invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought as the COUNTY, or Clerk of Courts, may require. (C) Invoices to COUNTY from CONSULTANT shall include services of subconsultant(s). Subconsultant(s) shall not be paid directly by the COUNTY. 6.3 REIMBURSABLE EXPENSES 6.3.1 There are no reimbursable expenses without specific amendment to this agreement; however, travel expenses may be paid if approved by the County Administrator as long as adequate documentation is provided by CONSULTANT, per the Clerk of Court's discretion is provided. Travel expenses are regulated by the Monroe County Code Sec. 2 -106 to 2 -112. ARTICLE VII INSURANCE 7.1 The CONSULTANT shall obtain insurance within thirty (30) days of the effective date of this Agreement as specified and shall provide proof of insurance showing that County is an additional insured on all policies except professional policies and shall maintain the required insurance at all times that this Agreement is in effect. Professional Liability Insurance shall also be maintained as specified. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONSULTANT'S failure to purchase or maintain the required insurance, the CONSULTANT shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 7.2 The coverage provided herein shall be provided by an insurer with an A.M. Best Rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 7.3 CONSULTANT shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida. B. Employers Liability Insurance with limits of One Hundred Thousand Dollars ($100,000) per Accident, Five Hundred Thousand Dollars ($500,000) Disease, policy limits, One Hundred Thousand Dollars ($100,000) Disease each employee. 61 Page C. Comprehensive business automobile and vehicle liability insurance covering claims for injuries to members of the public and /or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non -owned vehicles, with One Hundred Thousand Dollars ($100,000) combined single limit. If split limits are provided, the minimum limits acceptable shall be: Fifty Thousand Dollars ($50,000) per person, One Hundred Thousand Dollars ($100,000) per occurrence, and Twenty Five Thousand Dollars ($25,000) property damage. D. Commercial general liability covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONSULTANT or any of its employees, agents or subconsultants, including Premises and /or Operations, Products and Completed operations, personal injury liability, and expanded definition of property damage. The minimum limits acceptable shall be: Three Hundred Thousand Dollars ($300,000) Combined Single Limit (CSL). If split limits are provided, the minimum limits acceptable shall be: One Hundred Thousand Dollars ($100,000) per person, Three Hundred Thousand Dollars ($300,000) per occurrence, and Fifty Thousand Dollars ($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 Agreement. 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. E. CONSULTANT shall require its subconsultants to be adequately insured. COUNTY will not pay for increased limits of insurance for subconsultants. F. CONSULTANT shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. G. COUNTY shall be named as additional insured on all insurance policies, except the professional insurance policy. ARTICLE VI11 MISCELLANEOUS 8.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 8.2 OWNERSHIP OF THE PROJECT DOCUMENTS 71 Page The documents, if any, prepared by the CONSULTANT for this Project belong to the COUNTY, and may not be reproduced and copied without acknowledgement and permission of the COUNTY. 8.3 SUCCESSORS AND ASSIGNS The CONSULTANT shall not assign its right hereunder, except its right to payment, nor shall it delegate any of its duties hereunder without the written consent of the COUNTY. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 8.4 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 8.5 CONTRACT DOCUMENTS This contract consists of the Agreement and its attachment. In the event of any conflict between any of the contract documents, the one imposing the greater burden on the CONSULTANT will control. 8.6 PUBLIC ENTITIES CRIMES A 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 contracts to provide any goods or services to a public entity, may not submit a bid on a contract 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, subcontractor, consultant or subconsultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONSULTANT represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONSULTANT further represents that there has been no determination, based on an audit, that it or any subconsultant has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined 81 Page as a "public entity crime" regardless of the amount of money involved or whether CONSULTANT has been placed on the convicted vendor list. CONSULTANT will promptly notify the COUNTY if it or any subconsultant is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 8.7 MAINTENANCE OF RECORDS CONSULTANT shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or County Clerk determines that monies paid to CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONSULTANT shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 8.8 GOVERNING LAW, VENUE, INTERPRETATION, MEDIATION, WAIVER OF JURY TRIAL 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. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONSULTANT agree that venue shall lie in Monroe County, Florida, in the appropriate court or before the appropriate administrative body. The Parties waive their rights to a trial by jury. The COUNTY and CONSULTANT agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of the parties, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 8.9 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) 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 provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONSULTANT 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. 91 Page Invoices to COUNTY from CONSULTANT shall include services of subconsultant(s). Subconsultant(s) shall not be paid directly by the COUNTY. 8.10 ATTORNEY'S FEES AND COSTS The COUNTY and CONSULTANT agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, and court costs, as an award against the non - prevailing party, and shall include attorney's fees, and courts costs, in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement, prior to or following initiation of any cause of action or administrative proceeding, shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 8.11 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONSULTANT and their respective legal representatives, successors, and assigns. 8.12 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 8.13 CLAIMS FOR FEDERAL OR STATE AID CONSULTANT and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 8.14 ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONSULTANT agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 15 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 8.15 COOPERATION 101 Page In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONSULTANT agree to participate in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONSULTANT specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 8.16 NONDISCRIMINATION CONSULTANT and COUNTY agree that there will be no discrimination 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. CONSULTANT or COUNTY 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. 8.17 COVENANT OF NO INTEREST CONSULTANT and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 111Page 8.18 CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as 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; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 8.19 NO SOLICITATION /PAYMENT The CONSULTANT and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONSULTANT agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 8.20 PUBLIC ACCESS. The CONSULTANT and COUNTY shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the CONSULTANT and COUNTY in connection with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONSULTANT. 8.21 NON - WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONSULTANT and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self- insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 8.22 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such 121 Page functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 8.23 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non - Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity fromany obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, 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 statute, and case law. 8.24 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 CONSULTANT and the COUNTY agree that neither the CONSULTANT nor the COUNTY or any agent, officer, or employee of either 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 in this Agreement. 8.25 ATTESTATIONS AND TRUTH IN NEGOTIATION CONSULTANT agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. Signature of this Agreement by CONSULTANT shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 8.26 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe 131 Page 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. 8.27 ASSIGNMENT /SUBCONTRACT CONSULTANT 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. 8.28 RETROACTIVE TO DECEMBER 4, 2012 Upon approval by the Board of County Commissioners of Monroe County this agreement shall be retroactive for billing purposes to December 4, 2012 in order to allow the lobbyist to attend meetings on the County's behalf prior to the December 20, 2012 board meeting. 8.28 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 any of the parties hereto may execute this Agreement by signing any such counterpart. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative. (SEAL) AttpST7MY UE41LIN, Clgor ad interim By: Deputy Cl rk Witness for Consultant: Print Name: A" Date: t 2 x- It BOARD OF COUNTY COMMISSIONERS OF, �� Aavor/CRairman ROE CO�Nf',)FL By. U �� - _' c Date: iZ, t o f2; N CON TAN r By. Print Name: U)(J J i6-gA F 1e Title : __ ri✓lC i�lAl Date: 'a-- .- n 0 CD rn c 0 END OF AGREEMENT MONROE r' APF 3 ORM: 14 1 Page ROSER - 6 SHILLWGIM, JR DOW Cq� Y - j" d= Attachment A SCOPE OF WORK Organization & Prioritization • Assist Monroe County and other stakeholders in establishing and coordinating local RESTORE "advisory council ". • Assist Monroe County "advisory council" in developing goals and priorities to maximize potential benefit from RESTORE Act. Advocacy • Develop and coordinate advocacy strategy to maximize Monroe County's goals and priorities, including but not limited to: o Florida Gulf Coast Consortium; Governor's Office or his designee (federal Council); State Agencies; o Federal RESTORE Council, and Federal Agencies. • Monitor, advocate and report on development of federal policies and procedures by U.S. rreasury. • Monitor, advocate and report on status of Monroe County's goals and priorities, including but not limited to: Florida Gulf Coast Consortium; Governor or his designee (federal Council); and federal RESTORE Council. Implementation • Assist Monroe County and other stakeholders in identifying other potential funding programs to leverage RESTORE Act funds. • Assist Monroe County and other stakeholders with state agency policies, procedures and permit applications. • .assist Monroe County and other stakeholders with federal agency policies, procedures and permit applications.